DTE Energy Company Annual Report 2014

Plain-text annual report

UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549_____________________________________________Form 10-Kþ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Commission file number 1-11607DTE ENERGY COMPANY(Exact name of registrant as specified in its charter)Michigan 38-3217752(State or other jurisdiction ofincorporation or organization) (I.R.S. EmployerIdentification No.)One Energy Plaza, Detroit, Michigan 48226-1279(Address of principal executive offices) (Zip Code)313-235-4000(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of Each Class Name of Each Exchange on Which RegisteredCommon Stock, without par value New York Stock Exchange2011 Series I 6.5% Junior Subordinated Debentures due 2061 New York Stock Exchange2012 Series C 5.25% Junior Subordinated Debentures due 2062 New York Stock ExchangeSecurities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No oIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þIndicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days. Yes þ No oIndicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit andpost such files). Yes þ No oIndicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’sknowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of“large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filer þ Accelerated filer o Non-accelerated filer o(Do not check if a smaller reporting company) Smaller reporting company oIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þOn June 30, 2014, the aggregate market value of the Registrant’s voting and non-voting common equity held by non-affiliates was approximately $13.3 billion (based on theNew York Stock Exchange closing price on such date). There were 177,229,483 shares of common stock outstanding at January 30, 2015.DOCUMENTS INCORPORATED BY REFERENCECertain information in DTE Energy Company’s definitive Proxy Statement for its 2015 Annual Meeting of Common Shareholders to be held May 7, 2015, which will be filedwith the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the end of the registrant’s fiscal year covered by this report on Form 10-K,is incorporated herein by reference to Part III (Items 10, 11, 12, 13 and 14) of this Form10-K. TABLE OF CONTENTS Page Definitions1 Forward-Looking Statements3PART IItems 1. & 2.Business and Properties4Item 1A.Risk Factors16Item 1B.Unresolved Staff Comments20Item 3.Legal Proceedings20Item 4.Mine Safety Disclosures20PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities21Item 6.Selected Financial Data23Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations24Item 7A.Quantitative and Qualitative Disclosures About Market Risk43Item 8.Financial Statements and Supplementary Data46Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure109Item 9A.Controls and Procedures109Item 9B.Other Information109PART IIIItem 10.Directors, Executive Officers and Corporate Governance109Item 11.Executive Compensation109Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters109Item 13.Certain Relationships and Related Transactions, and Director Independence109Item 14.Principal Accountant Fees and Services109PART IVItem 15.Exhibits and Financial Statement Schedule110 Signatures119 EX-3.12 EX-4.287 EX-4.288 EX-10.92 EX-10.93 EX-12.60 EX-21.10 EX-23.28 EX-31.95 EX-31.96 EX-32.95 EX-32.96101.INS XBRL Instance Document101.SCH XBRL Taxonomy Extension Schema101.CAL XBRL Taxonomy Extension Calculation Linkbase101.DEF XBRL Taxonomy Extension Definition Linkbase101.LAB XBRL Taxonomy Extension Label Linkbase101.PRE XBRL Taxonomy Extension Presentation LinkbaseDEFINITIONSAFUDCAllowance for Funds Used During Construction CFTCU.S. Commodity Futures Trading Commission COAU.S Court of Appeals for the District of Columbia CompanyDTE Energy Company and any subsidiary companies Customer ChoiceMichigan legislation giving customers the option of retail access to alternative suppliers for electricity and natural gas DOEU.S. Department of Energy DTE ElectricDTE Electric Company (a direct wholly owned subsidiary of DTE Energy Company) and subsidiary companies DTE EnergyDTE Energy Company, directly or indirectly the parent of DTE Electric, DTE Gas and numerous non-utility subsidiaries DTE GasDTE Gas Company (an indirect wholly owned subsidiary of DTE Energy) and subsidiary companies EPAU.S. Environmental Protection Agency FASBFinancial Accounting Standards Board FERCFederal Energy Regulatory Commission FOVFinding of Violation FTRsFinancial transmission rights are financial instruments that entitle the holder to receive payments related to costs incurred forcongestion on the transmission grid. GCRA Gas Cost Recovery mechanism authorized by the MPSC that allows DTE Gas to recover through rates its natural gas costs IRSInternal Revenue Service MBTMichigan Business Tax MCITMichigan Corporate Income Tax MCOAMichigan Court of Appeals MDEQMichigan Department of Environmental Quality MGPManufactured Gas Plant MISOMidcontinent Independent System Operator, Inc. MPSCMichigan Public Service Commission MTMMark-to-market NAVNet Asset Value NEILNuclear Electric Insurance Limited Non-utilityAn entity that is not a public utility. Its conditions of service, prices of goods and services and other operating related mattersare not directly regulated by the MPSC. NOVNotice of Violation NRCU.S. Nuclear Regulatory Commission PLDCity of Detroit's Public Lighting Department Production tax creditsTax credits as authorized under Sections 45K and 45 of the Internal Revenue Code that are designed to stimulate investmentin and development of alternate fuel sources. The amount of a production tax credit can vary each year as determined by theInternal Revenue Service. 1DEFINITIONSPSCRA Power Supply Cost Recovery mechanism authorized by the MPSC that allows DTE Electric to recover through rates itsfuel, fuel-related and purchased power costs RDMA Revenue Decoupling Mechanism authorized by the MPSC that is designed to minimize the impact on revenues of changesin average customer usage REFReduced Emissions Fuel SECSecurities and Exchange Commission SecuritizationDTE 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 TRIATerrorism Risk Insurance Extension Act of 2005 TRMA Transitional Reconciliation Mechanism authorized by the MPSC that allows DTE Electric to recover through rates thedeferred net incremental revenue requirement associated with the transition of PLD customers to DTE Electric's distributionsystem VEBAVoluntary Employees Beneficiary Association VIEVariable Interest EntityUnits of Measurement BcfBillion cubic feet of natural gas BTUHeat value (energy content) of fuel kWhKilowatthour of electricity McfThousand cubic feet of gas MMBtuOne million BTU MMcf/dMillion cubic feet of gas per day MWMegawatt of electricity MWhMegawatthour of electricity2FORWARD-LOOKING STATEMENTSCertain information presented herein includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995with respect to the financial condition, results of operations and business of DTE Energy. Words such as “anticipate,” “believe,” “expect,” “projected,”“aspiration” and “goals” signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions, but rather aresubject to numerous assumptions, risks and uncertainties that may cause actual future results to be materially different from those contemplated, projected,estimated or budgeted. Many factors may impact forward-looking statements including, but not limited to, the following:•impact of regulation by the EPA, FERC, MPSC, NRC, CFTC and other applicable governmental proceedings and regulations, including anyassociated impact on rate structures;•the amount and timing of cost recovery allowed as a result of regulatory proceedings, related appeals or new legislation; including legislativeamendments and retail access programs;•economic conditions and population changes in our geographic area resulting in changes in demand, customer conservation and thefts ofelectricity and natural gas;•environmental issues, laws, regulations, and the increasing costs of remediation and compliance, including actual and potential new federal andstate 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, purchased power and natural gas;•the potential for losses on investments, including nuclear decommissioning and benefit plan assets and the related increases in future expenseand contributions;•volatility in the short-term natural gas storage markets impacting third-party storage revenues;•volatility in commodity markets, deviations in weather and related risks impacting the results of our energy trading operations;•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 risk of a major safety incident at an electric or gas distribution, storage or generation facility;•the availability, cost, coverage and terms of insurance and stability of insurance providers;•cost reduction efforts and the maximization of plant and distribution system performance;•the effects of competition;•changes in and application of accounting standards and financial reporting regulations;•changes in federal or state laws and their interpretation with respect to regulation, energy policy and other business issues;•contract disputes, binding arbitration, litigation and related appeals; and•the risks discussed in our public filings with the Securities and Exchange Commission.New factors emerge from time to time. We cannot predict what factors may arise or how such factors may cause our results to differ materially from thosecontained in any forward-looking statement. Any forward-looking statements speak only as of the date on which such statements are made. We undertake noobligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect theoccurrence of unanticipated events.3Part IItems 1. and 2. Business and PropertiesGeneralIn 1995, DTE Energy incorporated in the State of Michigan. Our utility operations consist primarily of DTE Electric and DTE Gas. We also have threeother segments that are engaged in a variety of energy-related businesses.DTE Electric is a Michigan corporation organized in 1903 and is a public utility subject to regulation by the MPSC and the FERC. DTE Electric isengaged in the generation, purchase, distribution and sale of electricity to approximately 2.1 million customers in southeastern Michigan.DTE Gas is a Michigan corporation organized in 1898 and is a public utility subject to regulation by the MPSC and the FERC. DTE Gas is engaged inthe purchase, storage, transportation, distribution and sale of natural gas to approximately 1.2 million customers throughout Michigan and the sale of storageand transportation capacity.Our other businesses are involved in 1) natural gas pipelines, gathering and storage; 2) power and industrial projects; and 3) energy marketing andtrading operations.Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and all amendments to such reportsare available free of charge through the Investors - Reports and Filings page of our website: www.dteenergy.com, as soon as reasonably practicable after theyare filed with or furnished to the SEC. Our previously filed reports and statements are also available at the SEC’s website: www.sec.gov.The Company’s Code of Ethics and Standards of Behavior, Board of Directors’ Mission and Guidelines, Board Committee Charters, and CategoricalStandards of Director Independence are also posted on its website. The information on the Company’s website is not part of this or any other report that theCompany files with, or furnishes to, the SEC.Additionally, the public may read and copy any materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE,Room 1580, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that fileelectronically with the SEC at www.sec.gov.References in this Report to “we,” “us,” “our,” “Company” or “DTE” are to DTE Energy and its subsidiaries, collectively.Corporate StructureBased on the following structure, we set strategic goals, allocate resources, and evaluate performance. For financial information by segment for the lastthree years see Note 20 to the Consolidated Financial Statements in Item 8 of this Report, "Segment and Related Information".Electric•The Electric segment consists principally of DTE Electric, which is engaged in the generation, purchase, distribution and sale of electricity toapproximately 2.1 million residential, commercial and industrial customers in southeastern Michigan.Gas•The Gas segment consists principally of DTE Gas, which is engaged in the purchase, storage, transportation, distribution and sale of natural gas toapproximately 1.2 million residential, commercial and industrial customers throughout Michigan and the sale of gas storage and transportationcapacity.4Non-utility Operations•Gas Storage and Pipelines consists of natural gas pipelines, gathering and storage businesses.•Power and Industrial Projects is comprised primarily of projects that deliver energy and utility-type products and services to industrial,commercial and institutional customers, produce reduced emissions fuel and sell electricity from renewable energy projects.•Energy Trading consists of energy marketing and trading operations.Corporate and Other•Corporate and other includes various holding company activities, holds certain non-utility debt and energy-related investments.Refer to our Management’s Discussion and Analysis in Item 7 of this Report for an in-depth analysis of each segment’s financial results. A descriptionof each business unit follows.ELECTRICDescriptionOur Electric segment consists principally of DTE Electric, an electric utility engaged in the generation, purchase, distribution and sale of electricity toapproximately 2.1 million customers in southeastern Michigan. DTE Electric is regulated by numerous federal and state governmental agencies, including,but not limited to, the MPSC, the FERC, the NRC, the EPA and the MDEQ. Electricity is generated from our fossil-fuel plants, a hydroelectric pumpedstorage plant, a nuclear plant and our wind and other renewable assets, and is purchased from electricity generators, suppliers and wholesalers. The electricitywe produce and purchase is sold to three major classes of customers: residential, commercial and industrial, throughout southeastern Michigan.Revenue by Service 2014 2013 2012 (In millions)Residential$2,168 $2,351 $2,354Commercial1,761 1,883 1,898Industrial767 799 784Other (a)494 45 152Subtotal5,190 5,078 5,188Interconnection sales (b)93 121 105Total Revenue$5,283 $5,199 $5,293______________________________(a)Includes revenue associated with under or over recoveries of tracking mechanisms and deferred gain amortization of the previously reversed RDM liability.(b)Represents power that is not distributed by DTE Electric.5Weather, economic factors, competition and electricity prices affect sales levels to customers. Our peak load and highest total system sales generallyoccur during the third quarter of the year, driven by air conditioning, and other cooling-related demands. Our operations are not dependent upon a limitednumber of customers and the loss of any one or a few customers would not have a material adverse effect on DTE Electric.Fuel Supply and Purchased PowerOur power is generated from a variety of fuels and is supplemented with purchased power. We expect to have an adequate supply of fuel and purchasedpower to meet our obligation to serve customers. Our generating capability is heavily dependent upon the availability of coal. Coal is purchased from varioussources in different geographic areas under agreements that vary in both pricing and terms. We expect to obtain the majority of our coal requirements throughlong-term contracts, with the balance to be obtained through short-term agreements and spot purchases. We have long-term and short-term contracts for thepurchase of approximately 30.3 million tons of low-sulfur western coal and approximately 3.5 million tons of Appalachian coal to be delivered from 2015 to2017. All of these contracts have pricing schedules. We have approximately 91% of our 2015 expected coal requirements under contract. Given thegeographic diversity of supply, we believe we can meet our expected generation requirements. We lease a fleet of rail cars and have our expected western coalrail requirements under contract through 2018. All of our expected eastern coal rail requirements are under contract through 2016. Contracts coveringexpected vessel transportation requirements for delivery of purchased coal to our generating facilities are currently being negotiated.DTE Electric participates in the energy market through MISO. We offer our generation in the market on a day-ahead and real-time basis and bid forpower in the market to serve our load. We are a net purchaser of power that supplements our generation capability to meet customer demand during peakcycles or during major plant outages.PropertiesDTE Electric owns generating plants and facilities that are located in the State of Michigan. Substantially all of DTE Electric's property is subject to thelien of a mortgage.Generating plants owned and in service as of December 31, 2014 are shown in the following table. The Company's renewable energy generation,principally wind turbines, is described below. Location byMichigan Summer NetRatedCapability (a) Plant Name County (MW) (%) Year in ServiceFossil-fueled Steam-Electric Belle River (b) St. Clair 1,036 9.9 1984 and 1985Greenwood St. Clair 785 7.5 1979Monroe (c) Monroe 3,080 29.5 1971, 1973 and 1974River Rouge Wayne 542 5.2 1957 and 1958St. Clair St. Clair 1,398 13.4 1953, 1954, 1959, 1961 and 1969Trenton Channel Wayne 609 5.8 1949 and 1968 7,450 71.3 Oil or Gas-fueled Peaking Units Various 936 9.0 1966-1971, 1981 and 1999Nuclear-fueled Steam-Electric Fermi 2 Monroe 1,124 10.8 1988Hydroelectric Pumped StorageLudington (d) Mason 917 8.9 1973 10,427 100.0 _______________________________________(a)Summer net rated capabilities of generating plants in service are based on periodic load tests and are changed depending on operating experience, the physical condition of units,environmental control limitations and customer requirements for steam, which otherwise would be used for electric generation.(b)The Belle River capability represents DTE Electric’s entitlement to 81% of the capacity and energy of the plant. See Note 6 to the Consolidated Financial Statements in Item 8 ofthis Report, "Jointly Owned Utility Plant".(c)The Monroe generating plant provided 38% of DTE Electric’s total 2014 power plant generation.(d)Represents DTE Electric’s 49% interest in Ludington with a total capability of 1,872 MW. See Note 6 to the Consolidated Financial Statements in Item 8 of this Report, "JointlyOwned Utility Plant".6In 2008, a renewable portfolio standard was established for Michigan electric providers targeting 10% of electricity sold to retail customers fromrenewable energy by 2015. DTE Electric had approximately 1,000 MW of owned or contracted renewable energy generation, principally wind turbineslocated in Gratiot, Tuscola, Huron and Sanilac counties in Michigan, at December 31, 2014. Approximately 900 MW was in commercial operation atDecember 31, 2014. DTE Electric expects to meet the 10% renewable portfolio standard in 2015.DTE Electric expects to retire Trenton Channel Unit 7 (109 MW) in April 2016. Over the next fifteen years, DTE Electric expects to retire additionalcoal-fired generation and to increase the proportion of its generation mix attributable to natural gas-fired generation and renewables. In January 2015, DTEElectric closed on the acquisition of a 732 MW simple-cycle natural gas facility in Carson City, Michigan (Montcalm County). See Note 22 - SubsequentEvent of the Notes to Consolidated Financial Statements in Item 8 of this Report.DTE Electric owns and operates 675 distribution substations with a capacity of approximately 32,867,000 kilovolt-amperes (kVA) and approximately432,900 line transformers with a capacity of approximately 23,359,000 kVA.Circuit miles of electric distribution lines owned and in service as of December 31, 2014: Circuit MilesOperating Voltage-Kilovolts (kV) Overhead Underground4.8 kV to 13.2 kV 27,807 14,64724 kV 182 68240 kV 2,290 385120 kV 60 8 30,339 15,722There are numerous interconnections that allow the interchange of electricity between DTE Electric and electricity providers external to our servicearea. These interconnections are generally owned and operated by ITC Transmission, an unrelated company, and connect to neighboring energy companies.RegulationDTE Electric's business is subject to the regulatory jurisdiction of various agencies, including, but not limited to, the MPSC, the FERC and the NRC.The MPSC issues orders pertaining to rates, recovery of certain costs, including the costs of generating facilities and regulatory assets, conditions of service,accounting and operating-related matters. DTE Electric's MPSC-approved rates charged to customers have historically been designed to allow for therecovery of costs, plus an authorized rate of return on our investments. The FERC regulates DTE Electric with respect to financing authorization andwholesale electric activities. The NRC has regulatory jurisdiction over all phases of the operation, construction, licensing and decommissioning of DTEElectric's nuclear plant operations. We are subject to the requirements of other regulatory agencies with respect to safety, the environment and health.See Notes 7, 8, 11 and 17 to the Consolidated Financial Statements in Item 8 of this Report, "Asset Retirement Obligations", "Regulatory Matters", "FairValue" and "Commitments and Contingencies".Energy Assistance ProgramsEnergy assistance programs, funded by the federal government and the State of Michigan, remain critical to DTE Electric’s ability to control itsuncollectible accounts receivable and collections expenses. DTE Electric’s uncollectible accounts receivable expense is directly affected by the level ofgovernment-funded assistance its qualifying customers receive. We work continuously with the State of Michigan and others to determine whether the shareof funding allocated to our customers is representative of the number of low-income individuals in our service territory. We also partner with federal, stateand local officials to attempt to increase the share of low-income funding allocated to our customers. Changes in the level of funding provided to our low-income customers will affect the level of uncollectible expense.7Strategy and CompetitionOur electrical generation operations seek to provide the energy needs of our customers in a cost effective manner. With potential capacity constraints inour MISO region, there will be increased dependency on our generation to provide reliable service and price stability for our customers. This generation willrequire a large investment driven by our aging coal fleet along with increased environmental regulations.Our distribution operations focus is on distributing energy in a safe, cost effective, and reliable manner to our customers. We seek to increaseoperational efficiencies to increase our customer satisfaction at an affordable rate.The electric Customer Choice program in Michigan gives our electric customers the option of retail access to alternative electric suppliers, subject tolimits. Customers with retail access to alternative electric suppliers represented approximately 10% of retail sales in 2014, 2013 and 2012 and consistedprimarily of industrial and commercial customers. MPSC rate orders and 2008 energy legislation enacted by the State of Michigan have placed a 10% cap onthe total retail access related migration, mitigating some of the unfavorable effects of electric retail access on our financial performance and full servicecustomer rates. We expect that in 2015 customers with retail access to alternative electric suppliers will represent approximately 10% of retail sales.Competition in the regulated electric distribution business is primarily from the on-site generation of industrial customers and from distributedgeneration applications by industrial and commercial customers. We do not expect significant competition for distribution to any group of customers in thenear term.Revenues from year to year will vary due to weather conditions, economic factors, regulatory events and other risk factors as discussed in the “RiskFactors” in Item 1A. of this Report.GASDescriptionOur Gas segment consists principally of DTE Gas which is a natural gas utility engaged in the purchase, storage, transportation, distribution and sale ofnatural gas to approximately 1.2 million residential, commercial and industrial customers throughout Michigan and the sale of storage and transportationcapacity.Revenue is generated by providing the following major classes of service: gas sales, end user transportation, intermediate transportation, and gasstorage.Revenue by Service 2014 2013 2012 (In millions)Gas sales$1,233 $1,093 $957End user transportation218 212 198Intermediate transportation68 59 58Storage and other117 110 102Total Revenue$1,636 $1,474 $1,315•Gas sales — Includes the sale and delivery of natural gas primarily to residential and small-volume commercial and industrial customers.•End user transportation — Gas delivery service provided primarily to large-volume commercial and industrial customers. Additionally, theservice is provided to residential customers, and small-volume commercial and industrial customers who have elected to participate in our gasretail access program. End user transportation customers purchase natural gas directly from marketers, producers or brokers and utilize our pipelinenetwork to transport the gas to their facilities or homes.•Intermediate transportation — Gas delivery service is provided to producers, brokers and other gas companies that own the natural gas, but arenot the ultimate consumers. Intermediate transportation customers use our high-pressure transportation system to transport the natural gas tostorage fields, pipeline interconnections or other locations.8•Storage and other — Includes revenues from natural gas storage, appliance maintenance, facility development and other energy-related services.Our gas sales, end user transportation and intermediate transportation volumes, revenues and net income are impacted by weather. Given the seasonalnature of our business, revenues and net income are concentrated in the first and fourth quarters of the calendar year. By the end of the first quarter, theheating season is largely over, and we typically realize substantially reduced revenues and earnings in the second quarter and losses in the third quarter. Theimpacts of changes in average customer usage are minimized by the RDM.Our operations are not dependent upon a limited number of customers, and the loss of any one or a few customers would not have a material adverseeffect on our Gas segment.Natural Gas SupplyOur gas distribution system has a planned maximum daily send-out capacity of 2.5 Bcf, with approximately 67% of the volume coming fromunderground storage for 2014. Peak-use requirements are met through utilization of our storage facilities, pipeline transportation capacity and purchased gassupplies. Because of our geographic diversity of supply and our pipeline transportation and storage capacity, we are able to reliably meet our supplyrequirements. We believe natural gas supply and pipeline capacity will be sufficiently available to meet market demands in the foreseeable future.We purchase natural gas supplies in the open market by contracting with producers and marketers, and we maintain a diversified portfolio of natural gassupply contracts. Supplier, producing region, quantity, and available transportation diversify our natural gas supply base. We obtain our natural gas supplyfrom various sources in different geographic areas (Gulf Coast, Mid-Continent, Canada and Michigan) under agreements that vary in both pricing and terms.Gas supply pricing is generally tied to the New York Mercantile Exchange and published price indices to approximate current market prices combined withMPSC approved fixed price supplies with varying terms and volumes through 2017.We are directly connected to interstate pipelines, providing access to most of the major natural gas supply producing regions in the Gulf Coast, Mid-Continent and Canadian regions. Our primary long-term transportation supply contracts are as follows: Availability(MMcf/d) ContractExpirationGreat Lakes Gas Transmission L.P.30 2017Viking Gas Transmission Company21 2017Vector Pipeline L.P.50 2017ANR Pipeline Company224 2028Panhandle Eastern Pipeline Company75 2029PropertiesWe own distribution, storage and transportation properties that are located in the State of Michigan. Our distribution system includes approximately19,000 miles of distribution mains, approximately 1,162,000 service pipelines and approximately 1,313,000 active meters. We own approximately2,000 miles of transmission pipelines that deliver natural gas to the distribution districts and interconnect our storage fields with the sources of supply andthe market areas.We own storage properties relating to four underground natural gas storage fields with an aggregate working gas storage capacity of approximately141 Bcf. These facilities are important in providing reliable and cost-effective service to our customers. In addition, we sell storage services to third parties.Most of our distribution and transportation property is located on property owned by others and used by us through easements, permits or licenses.Substantially all of DTE Gas's property is subject to the lien of a mortgage.We lease a portion of our pipeline system to the Vector Pipeline Partnership (an affiliate) through a capital lease arrangement. See Note 16 to theConsolidated Financial Statements in Item 8 of the Report, "Capital and Operating Leases".9RegulationDTE Gas's business is subject to the regulatory jurisdiction of the MPSC, which issues orders pertaining to rates, recovery of certain costs, including thecosts of regulatory assets, conditions of service, accounting and operating-related matters. DTE Gas's MPSC-approved rates charged to customers havehistorically been designed to allow for the recovery of costs, plus an authorized rate of return on our investments. DTE Gas operates natural gas storage andtransportation facilities in Michigan as intrastate facilities regulated by the MPSC and provides intrastate storage and transportation services pursuant to anMPSC-approved tariff.DTE Gas also provides interstate storage and transportation services in accordance with an Operating Statement on file with the FERC. The FERC'sjurisdiction is limited and extends to the rates, non-discriminatory requirements, and the terms and conditions applicable to storage and transportationprovided by DTE Gas in interstate markets. FERC granted DTE Gas authority to provide storage and related services in interstate commerce at market-basedrates. DTE Gas provides transportation services in interstate commerce at cost-based rates approved by the MPSC and filed with the FERC.We are subject to the requirements of other regulatory agencies with respect to safety, the environment and health.See Notes 8 and 17 to the Consolidated Financial Statements in Item 8 of this Report, "Regulatory Matters" and "Commitments and Contingencies".Energy Assistance ProgramEnergy assistance programs, funded by the federal government and the State of Michigan, remain critical to DTE Gas’s ability to control itsuncollectible accounts receivable and collections expenses. DTE Gas’s uncollectible accounts receivable expense is directly affected by the level ofgovernment-funded assistance its qualifying customers receive. We work continuously with the State of Michigan and others to determine whether the shareof funding allocated to our customers is representative of the number of low-income individuals in our service territory. We also partner with federal, stateand local officials to attempt to increase the share of low-income funding allocated to our customers. Changes in the level of funding provided to our low-income customers will affect the level of uncollectible expense.Strategy and CompetitionOur strategy is to be the preferred provider of natural gas services in Michigan. We expect future sales volumes to decline due to reduced natural gasusage by customers due to more efficient furnaces and appliances, and an increased emphasis on conservation of energy usage. We continue to provideenergy-related services that capitalize on our expertise, capabilities and efficient systems. We continue to focus on lowering our operating costs byimproving operating efficiencies.Competition in the gas business primarily involves other natural gas transportation providers, as well as providers of alternative fuels and energysources. The primary focus of competition for end user transportation is cost and reliability. Some large commercial and industrial customers have the abilityto switch to alternative fuel sources such as coal, electricity, oil and steam. If these customers were to choose an alternative fuel source, they would not have aneed for our end-user transportation service. In addition, some of these customers could bypass our pipeline system and have their gas delivered directly froman interstate pipeline. We compete against alternative fuel sources by providing competitive pricing and reliable service, supported by our storage capacity.Our extensive transportation pipeline system has enabled us to market our storage and transportation services for gas producers, marketers, distributioncompanies, end-user customers and other pipeline companies. We operate in a central geographic location with connections to major Midwestern interstatepipelines that extend throughout the Midwest, eastern United States and eastern Canada.DTE Gas’s storage capacity is used to store natural gas for delivery to DTE Gas's customers as well as sold to third parties, under a variety ofarrangements. Prices for storage arrangements for shorter periods are generally higher, but more volatile than for longer periods. Prices are influencedprimarily by market conditions, weather and natural gas pricing.10GAS STORAGE AND PIPELINESDescriptionGas Storage and Pipelines controls two natural gas storage fields, intrastate lateral and intrastate gathering pipeline systems, and has ownership interestsin two interstate pipelines serving the Midwest, Ontario and Northeast markets. The pipeline and storage assets are primarily supported by long-term, fixed-price revenue contracts.PropertiesThe Gas Storage and Pipelines business holds the following property:Property Classification % Owned Description LocationPipelines Vector Pipeline 40% 348-mile pipeline connecting Chicago, Michigan and Ontario market centers IL, IN, MI & OntarioMillennium Pipeline 26% 182-mile pipeline serving markets in the Northeast NYBluestone Lateral 100% 47.5-miles of installed pipeline delivering Marcellus Shale gas to MillenniumPipeline and Tennessee Pipeline PA & NYSusquehanna gathering system 100% Gathering system delivering Southwestern Energy's Marcellus Shale gasproduction to Bluestone Lateral PAMichigan gathering systems 100% Gathers production gas in northern Michigan MIStorage Washington 10 100% 75 Bcf of storage capacity MIWashington 28 50% 16 Bcf of storage capacity MIThe assets of these businesses are well integrated with other DTE Energy operations. Pursuant to an operating agreement, DTE Gas provides physicaloperations, maintenance, and technical support for the Washington 10 and 28 storage facilities and for the Michigan gathering systems.RegulationThe Gas Storage and Pipelines business operates natural gas storage facilities in Michigan as intrastate facilities regulated by the MPSC and providesintrastate storage and related services pursuant to an MPSC-approved tariff. We also provide interstate services in accordance with an Operating Statement onfile with the FERC. Vector and Millennium Pipelines provide interstate transportation services in accordance with their FERC-approved tariffs. InPennsylvania, our gathering and pipeline assets are subject to the rules and regulations of the Pennsylvania Public Utility Commission. Bluestone Lateral isregulated as a transmission line in the state of New York by the New York Public Service Commission.Strategy and CompetitionOur Gas Storage and Pipelines business expects to continue its steady growth plan by expanding existing assets and developing new assets that aretypically supported with long−term customer commitments. We have competition from other pipelines and storage providers. The Gas Storage and Pipelinesbusiness focuses on asset development opportunities in the Midwest−to−Northeast region to supply natural gas to meet growing demand. Much of the growthin demand for natural gas is expected to occur in the Eastern Canada and the Northeast U.S. regions. We believe that the Vector and Millennium Pipelines arewell positioned to provide access routes and low−cost expansion options to these markets. In addition, we believe that Millennium Pipeline is wellpositioned for growth in production from the Marcellus shale, especially with respect to Marcellus production in Northern Pennsylvania. Gas Storage andPipelines has an agreement with Southwestern Energy Production Company to support its Bluestone Lateral and Susquehanna gathering system. We expectto continue steady growth in the Gas Storage and Pipelines business and are evaluating new pipeline and storage investment opportunities that could includeadditional Millennium and Vector expansions and laterals, Bluestone compression and laterals, Susquehanna gathering expansions, and otherMarcellus/Utica shale midstream development or partnering opportunities, such as the proposed Nexus pipeline. Our operations are dependent upon a limitednumber of customers, and the loss of any one or a few customers could have a material adverse effect on the Gas Storage and Pipelines business.11POWER AND INDUSTRIAL PROJECTSDescriptionPower and Industrial Projects is comprised primarily of projects that deliver energy and utility-type products and services to industrial, commercial andinstitutional customers, produce reduced emissions fuel and sell electricity from renewable energy projects. This business segment provides services usingproject assets usually located on or near the customers' premises in the steel, automotive, pulp and paper, airport, and other industries as follows:Steel and Petroleum Coke: We produce metallurgical coke from two coke batteries with a capacity of 1.4 million tons per year. We have an investmentin a third coke battery with a capacity of 1.2 million tons per year. We also provide pulverized coal and petroleum coke to the steel, pulp and paper and otherindustries.On-Site Energy: We provide power generation, steam production, chilled water production, wastewater treatment and compressed air supply toindustrial customers. We provide utility-type services using project assets usually located on or near the customers' premises in the automotive, airport,chemical and other industries.Wholesale Power and Renewables: We hold ownership interests in and operate five renewable generating plants with a capacity of 228 MWs. Theelectric output is sold under long term power purchase agreements. We also develop landfill gas recovery systems that capture the gas and provide localutilities, industry and consumers with an opportunity to use a competitive, renewable source of energy, in addition to providing environmental benefits byreducing greenhouse gas emissions.Reduced Emissions Fuel: We own and operate nine REF facilities. Our facilities blend a proprietary additive with coal used in coal-fired power plantsresulting in reduced emissions of nitrogen oxide and mercury. Qualifying facilities are eligible to generate tax credits for ten years upon achieving certaincriteria. The value of a tax credit is adjusted annually by an inflation factor published by the IRS. The value of the tax credit is reduced if the reference priceof coal exceeds certain thresholds. The economic benefit of the REF facilities is dependent upon the generation of production tax credits. We placed inservice five REF facilities in 2009 and an additional four REF facilities in 2011. To optimize income and cash flow from the REF operations, we soldmembership interests at two of the facilities in 2011 and at two additional facilities in 2013. We continue to optimize these facilities by seeking investors forfacilities operating at DTE Electric and other utility sites. Additionally, we intend to relocate certain underutilized facilities to alternative coal-fired powerplants which may provide increased production and emission reduction opportunities in 2015 and future years.12Properties and OtherThe following are significant properties operated by the Power and Industrial Projects segment:Facility Location Service TypeSteel and Petroleum Coke Pulverized Coal Operations MI Pulverized CoalCoke Production MI & PA Metallurgical Coke SupplyOther Investment in Coke Production and Petroleum Coke IN & MS Metallurgical Coke Supply and Pulverized Petroleum CokeOn-Site Energy Automotive Various sites in MI, IN, OH &NY Electric Distribution, Chilled Water, Waste Water, Steam, CoolingTower Water, Reverse Osmosis Water, Compressed Air, Mist andDust CollectorsAirports MI & PA Electricity, Hot and Chilled WaterChemical Manufacturing IL, KY & OH Electricity, Steam, Natural Gas, Compressed Air and WastewaterConsumer Manufacturing OH Electricity, Steam, Hot and Chilled Water, Sewer, CompressedAirBusiness Park FL & PA Electricity and Chilled WaterHospital CA Electricity, Steam and Chilled WaterWholesale Power and Renewables Pulp and Paper AL Electric Generation and SteamRenewables CA, MN & WI Electric GenerationLandfill Gas Recovery Various U.S. sites Electric Generation and Landfill GasREF MI, OK, IL & OH REF Supply 2014 2013 2012 (In millions)Production Tax Credits Generated (Allocated to DTE Energy) REF$84 $44 $35Power Generation11 8 7Landfill Gas Recovery2 1 1 $97 $53 $43RegulationCertain electric generating facilities within Power and Industrial Projects have market-based rate authority from the FERC to sell power. The facilitiesare subject to FERC reporting requirements and market behavior rules. Certain Power and Industrial projects are also subject to the applicable laws, rules andregulations related to the EPA, U.S. Department of Homeland Security, DOE and various state utility commissions.Strategy and CompetitionPower and Industrial Projects will continue leveraging its energy-related operating experience and project management capability to develop and growour steel, on-site energy, renewable power, and REF businesses. We also will continue to pursue opportunities to provide asset management and operationsservices to third parties. There are limited competitors for our existing disparate businesses who provide similar products and services. Our operations aredependent upon a limited number of customers, and the loss of any one or a few customers could have a material adverse effect on the Power and IndustrialProjects business.We anticipate building around our core strengths in the markets where we operate. In determining the markets in which to compete, we examine closelythe regulatory and competitive environment, new and pending legislation, the number of competitors and our ability to achieve sustainable margins. We planto maximize the effectiveness of our related businesses as we expand. As we pursue growth opportunities, our first priority will be to achieve value-addedreturns.13We intend to focus on the following areas for growth:•Obtaining investors in our REF projects;•Relocating our underutilized REF facilities to alternative coal-fired power plants which may provide increased production and emissionreduction opportunities in 2015 and future years;•Acquiring and developing landfill gas recovery facilities, renewable energy projects, and other energy projects which may qualify for taxcredits; and•Providing operating services to owners of industrial and power plants.ENERGY TRADINGDescriptionEnergy Trading focuses on physical and financial power and gas marketing and trading, structured transactions, enhancement of returns from DTEEnergy’s asset portfolio, and optimization of contracted natural gas pipeline transportation and storage, and generating capacity positions. Energy Tradingalso provides natural gas, power and related services which may include the management of associated storage and transportation contracts on the customers’behalf and the supply or purchase of renewable energy credits to various customers. Our customer base is predominantly utilities, local distributioncompanies, pipelines, producers and generators, and other marketing and trading companies. We enter into derivative financial instruments as part of ourmarketing and hedging activities. These financial instruments are generally accounted for under the mark-to-market method, which results in the recognitionin earnings of unrealized gains and losses from changes in the fair value of the derivatives. We utilize forwards, futures, swaps and option contracts tomitigate risk associated with our marketing and trading activity as well as for proprietary trading within defined risk guidelines. Energy Trading alsoprovides commodity risk management services to the other businesses within DTE Energy.Significant portions of the Energy Trading portfolio are economically hedged. Most financial instruments and physical power and natural gas contractsare deemed derivatives; whereas, natural gas inventory, contracts for pipeline transportation, renewable energy credits and storage assets are not derivatives.As a result, this segment will experience earnings volatility as derivatives are marked-to-market without revaluing the underlying non-derivative contractsand assets. The segment’s strategy is to economically manage the price risk of these underlying non-derivative contracts and assets with futures, forwards,swaps and options. This results in gains and losses that are recognized in different interim and annual accounting periods.RegulationEnergy Trading has market-based rate authority from the FERC to sell power and blanket authority from the FERC to sell natural gas at market prices.Energy Trading is subject to FERC reporting requirements and market behavior rules. Energy Trading is also subject to the applicable laws, rules andregulations related to the CFTC, U.S. Department of Homeland Security and DOE.Strategy and CompetitionOur strategy for the Energy Trading business is to deliver value-added services to our customers. We seek to manage this business in a mannercomplementary to the growth of our other business segments. We focus on physical marketing and the optimization of our portfolio of energy assets. Wecompete with electric and gas marketers, financial institutions, traders, utilities and other energy providers. The Energy Trading business is dependent uponthe availability of capital and an investment grade credit rating. The Company believes it has ample available capital capacity to support Energy Tradingactivities. We monitor our use of capital closely to ensure that our commitments do not exceed capacity. A material credit restriction would negativelyimpact our financial performance. Competitors with greater access to capital or at a lower cost may have a competitive advantage. We have risk managementand credit processes to monitor and mitigate risk.CORPORATE AND OTHERDescriptionCorporate and Other includes various holding company activities and holds certain non-utility debt and energy-related investments.14ENVIRONMENTAL MATTERSWe are subject to extensive environmental regulation. We expect to continue recovering environmental costs related to utility operations through ratescharged to our customers. The following table summarizes our estimated significant future environmental expenditures based upon current regulations.Actual costs to comply could vary substantially. Additional costs may result as the effects of various substances on the environment are studied andgovernmental regulations are developed and implemented. Electric Gas Non-utility Total (In millions)Air$150 $— $— $150Water70 — 15 85Contaminated and other sites180 25 — 205Estimated total future expenditures through 2019$400 $25 $15 $440Estimated 2015 expenditures$100 $5 $10 $115Estimated 2016 expenditures$40 $5 $5 $50Air - DTE Electric is subject to the EPA ozone and fine particulate transport and acid rain regulations that limit power plant emissions of sulfur dioxideand 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 emission controls on fossil-fueled power plants to reduce nitrogen oxideand sulfur dioxide, with further emission controls planned for reductions of mercury and other emissions. These rulemakings could require additionalcontrols for sulfur dioxide, nitrogen oxides and other hazardous air pollutants over the next few years.The EPA is implementing regulatory actions under the Clean Air Act to address emissions of greenhouse gases (GHGs) from the utility sector and othersectors of the economy. Among these actions, the EPA is proposing performance standards for emissions of carbon dioxide from new and existing electricgenerating units (EGUs). The EPA plans to issue a final standard for both new and existing sources by July 2015. The carbon standards for new sources arenot expected to have a material impact on the Company, since the Company has no plans to build new coal-fired generation. It is not possible to determinethe potential impact of future regulations on existing sources at this time. Pending or future legislation or other regulatory actions could have a materialimpact on our operations and financial position and the rates we charge our customers. Impacts include expenditures for environmental equipment beyondwhat is currently planned, financing costs related to additional capital expenditures, the purchase of emission credits from market sources, higher costs ofpurchased power, and the retirement of facilities where control equipment is not economical. We would seek to recover these incremental costs throughincreased rates charged to our utility customers as authorized by the MPSC.Water - The EPA finalized regulations on cooling water intake in August 2014. DTE Electric is conducting studies to determine the best technology forreducing the environmental impacts of the cooling water intake structures at each of its facilities. DTE Electric may be required to install technologies toreduce the impacts of the cooling water intakes. The EPA has also issued proposed steam electric effluent guidelines. These rules are expected to requireadditional wastewater discharge controls.Contaminated and Other Sites - Prior to the construction of major interstate natural gas pipelines, gas for heating and other uses was manufacturedlocally from processes involving coal, coke or oil. The facilities, which produced gas, have been designated as MGP sites. Gas segment owns, or previouslyowned, fifteen such former MGP sites. DTE Electric owns, or previously owned, three former MGP sites. The Company anticipates the cost amortizationmethodology approved by the MPSC for DTE Gas, which allows DTE Gas to amortize the MGP costs over a ten-year period beginning with the yearsubsequent to the year the MGP costs were incurred, will prevent environmental costs from having a material adverse effect on the Company's operations.We are also in the process of cleaning up other sites where contamination is present as a result of historical and ongoing utility operations. These othersites include an engineered ash storage facility, electrical distribution substations, gas pipelines, electric generating power plants, and underground andaboveground storage tank locations. Cleanup activities associated with these sites will be conducted over the next several years. Any significant change inassumptions, such as remediation techniques, nature and extent of contamination and regulatory requirements, could impact the estimate of remedial actioncosts for these sites and affect the Company's financial position and cash flows and the rates we charge our customers.15In December 2014, the EPA released a pre-publication version of a rule to regulate coal ash. This rule is based on the continued listing of ash as a non-hazardous waste, and relies on various self-implementation design and performance standards. The rule is still being evaluated and it is not possible toquantify its impact at this time. DTE Electric owns and operates three permitted engineered ash storage facilities to dispose of fly ash from coal fired powerplants and operates a number of smaller impoundments at its power plants.See Notes 8 and 17 to the Consolidated Financial Statements in Item 8 of this Report, "Regulatory Matters" and "Commitments and Contingencies" andManagement’s Discussion and Analysis in Item 7 of this Report.EMPLOYEESWe had approximately 10,000 employees as of December 31, 2014, of which approximately 4,900 were represented by unions. There are severalbargaining units for the Company’s represented employees. The majority of represented employees are under contracts that expire in 2016 and 2017.Item 1A. Risk FactorsThere are various risks associated with the operations of DTE Energy's utility and non-utility businesses. To provide a framework to understand theoperating environment of DTE Energy, we are providing a brief explanation of the more significant risks associated with our businesses. Although we havetried to identify and discuss key risk factors, others could emerge in the future. Each of the following risks could affect our performance.We are subject to rate regulation. Electric and gas rates for our utilities are set by the MPSC and the FERC and cannot be changed without regulatoryauthorization. We may be negatively impacted by new regulations or interpretations by the MPSC, the FERC or other regulatory bodies. Our ability torecover costs may be impacted by the time lag between the incurrence of costs and the recovery of the costs in customers' rates. Our regulators also maydecide to disallow recovery of certain costs in customers' rates if they determine that those costs do not meet the standards for recovery under our governinglaws and regulations. Our utilities typically self-implement base rate changes six months after rate case filings in accordance with Michigan law. However, ifthe final rates authorized by our regulators in the final rate order are lower than the amounts we collected during the self-implementation period, we mustrefund the difference with interest. Our regulators may also disagree with our rate calculations under the various mechanisms that are intended to mitigate therisk to our utilities of certain aspects of our business. If we cannot agree with our regulators on an appropriate reconciliation of those mechanisms, it mayimpact our ability to recover certain costs through our customer rates. Our regulators may also decide to eliminate these mechanisms in future rate cases,which may make it more difficult for us to recover our costs in the rates we charge customers. We cannot predict what rates the MPSC will authorize in futurerate cases. New legislation, regulations or interpretations could change how our business operates, impact our ability to recover costs through rates or requireus to incur additional expenses.Changes to Michigan's electric Customer Choice program could negatively impact our financial performance. The State of Michigan currentlyexperiences a hybrid market, where the MPSC continues to regulate electric rates for our customers, while alternative electric suppliers charge market-basedrates. MPSC rate orders and energy legislation enacted by the State of Michigan in 2008 have placed a 10% cap on the total potential retail access relatedmigration. However, even with the legislated 10% cap on participation, there continues to be legislative and financial risk associated with the electricCustomer Choice program. Electric retail access migration is sensitive to market price and full service electric price changes. We are required under currentregulation to provide full service to retail access customers that choose to return, potentially resulting in the need for additional generating capacity.The MISO regional energy market, including the State of Michigan, is expected to face capacity constraints beginning in 2016 due primarily to theretirement of coal-fired generation caused by increasingly stringent environmental requirements. Significant investment in new natural gas-fired generationand renewables will be required. Under the current regulatory structure, retail access customers do not fund capacity costs potentially impacting electricsupply reliability and utility customer affordability.Environmental laws and liability may be costly. We are subject to and affected by numerous environmental regulations. These regulations govern airemissions, water quality, wastewater discharge and disposal of solid and hazardous waste. Compliance with these regulations can significantly increasecapital spending, operating expenses and plant down times and can negatively affect the affordability of the rates we charge to our customers.16Uncertainty around future environmental regulations creates difficulty planning long-term capital projects in our generation fleet and gas distributionbusinesses. These laws and regulations require us to seek a variety of environmental licenses, permits, inspections and other regulatory approvals. We couldbe required to install expensive pollution control measures or limit or cease activities, including the retirement of certain generating plants, based on theseregulations. Additionally, we may become a responsible party for environmental cleanup at sites identified by a regulatory body. We cannot predict withcertainty the amount and timing of future expenditures related to environmental matters because of the difficulty of estimating clean-up costs. There is alsouncertainty in quantifying liabilities under environmental laws that impose joint and several liability on potentially responsible parties.We may also incur liabilities as a result of potential future requirements to address climate change issues. Proposals for voluntary initiatives andmandatory controls are being discussed both in the United States and worldwide to reduce greenhouse gases such as carbon dioxide, a by-product of burningfossil fuels. If increased regulation of greenhouse gas emissions are implemented, the operations of our fossil-fuel generation assets may be significantlyimpacted. Since there can be no assurances that environmental costs may be recovered through the regulatory process, our financial performance may benegatively impacted as a result of environmental matters.Future environmental regulation of natural gas extraction techniques including hydraulic fracturing being discussed both at the United States federallevel and by some states may affect the profitability of natural gas extraction businesses which could affect demand for and profitability of our gastransportation businesses.Operation of a nuclear facility subjects us to risk. Ownership of an operating nuclear generating plant subjects us to significant additional risks. Theserisks include, among others, plant security, environmental regulation and remediation, changes in federal nuclear regulation and operational factors that cansignificantly impact the performance and cost of operating a nuclear facility. While we maintain insurance for various nuclear-related risks, there can be noassurances that such insurance will be sufficient to cover our costs in the event of an accident or business interruption at our nuclear generating plant, whichmay affect our financial performance. In addition, while we have a nuclear decommissioning trust fund to finance the decommissioning of our nucleargenerating plant, there can be no assurances that such fund will be sufficient to fund the cost of decommissioning.The supply and/or price of energy commodities and/or related services may impact our financial results. We are dependent on coal for much of ourelectrical generating capacity. Our access to natural gas supplies is critical to ensure reliability of service for our utility gas customers. Our non-utilitybusinesses are also dependent upon supplies and prices of energy commodities and services. Price fluctuations, fuel supply disruptions and changes intransportation costs could have a negative impact on the amounts we charge our utility customers for electricity and gas and on the profitability of our non-utility businesses. We have hedging strategies and regulatory recovery mechanisms in place to mitigate some of the negative fluctuations in commoditysupply prices in our utility and non-utility businesses, but there can be no assurances that our financial performance will not be negatively impacted by pricefluctuations. The price of energy also impacts the market for our non-utility businesses that compete with utilities and alternative electric suppliers.The supply and/or price of other industrial raw and finished inputs and/or related services may impact our financial results. We are dependent onsupplies of certain commodities, such as copper and limestone, among others, and industrial materials and services in order to maintain day-to-day operationsand maintenance of our facilities. Price fluctuations or supply interruptions for these commodities and other items could have a negative impact on theamounts we charge our customers for our utility products and on the profitability of our non-utility businesses.Adverse changes in our credit ratings may negatively affect us. Regional and national economic conditions, increased scrutiny of the energy industryand regulatory changes, as well as changes in our economic performance, could result in credit agencies reexamining our credit rating. While credit ratingsreflect the opinions of the credit agencies issuing such ratings and may not necessarily reflect actual performance, a downgrade in our credit rating belowinvestment grade could restrict or discontinue our ability to access capital markets and could result in an increase in our borrowing costs, a reduced level ofcapital expenditures and could impact future earnings and cash flows. In addition, a reduction in our credit rating may require us to post collateral related tovarious physical or financially settled contracts for the purchase of energy-related commodities, products and services, which could impact our liquidity.17Poor investment performance of pension and other postretirement benefit plan assets and other factors impacting benefit plan costs could unfavorablyimpact our liquidity and results of operations. Our costs of providing non-contributory defined benefit pension plans and other postretirement benefit plansare dependent upon a number of factors, such as the rates of return on plan assets, the level of interest rates used to measure the required minimum fundinglevels of the plans, future government regulation, and our required or voluntary contributions made to the plans. The performance of the debt and equitymarkets affects the value of assets that are held in trust to satisfy future obligations under our plans. We have significant benefit obligations and holdsignificant assets in trust to satisfy these obligations. These assets are subject to market fluctuations and will yield uncertain returns, which may fall belowour projected return rates. A decline in the market value of the pension and other postretirement benefit plan assets will increase the funding requirementsunder our pension and other postretirement benefit plans if the actual asset returns do not recover these declines in the foreseeable future. Additionally, ourpension and other postretirement benefit plan liabilities are sensitive to changes in interest rates. As interest rates decrease, the liabilities increase, resulting inincreasing benefit expense and funding requirements. Also, if future increases in pension and other postretirement benefit costs as a result of reduced planassets are not recoverable from our utility customers, the results of operations and financial position of our company could be negatively affected. Withoutsustained growth in the plan investments over time to increase the value of our plan assets, we could be required to fund our plans with significant amounts ofcash. Such cash funding obligations could have a material impact on our cash flows, financial position, or results of operations.Our ability to access capital markets is important. Our ability to access capital markets is important to operate our businesses and to fund capitalinvestments. Turmoil in credit markets may constrain our ability, as well as the ability of our subsidiaries, to issue new debt, including commercial paper, andrefinance existing debt at reasonable interest rates. In addition, the level of borrowing by other energy companies and the market as a whole could limit ouraccess to capital markets. Our long term revolving credit facilities do not expire until 2018, but we regularly access capital markets to refinance existing debtor fund new projects at our utilities and non-utility businesses, and we cannot predict the pricing or demand for those future transactions.Construction and capital improvements to our power facilities and distribution systems subject us to risk. We are managing ongoing and planning futuresignificant construction and capital improvement projects at multiple power generation and distribution facilities and our gas distribution system. Manyfactors that could cause delays or increased prices for these complex projects are beyond our control, including the cost of materials and labor, subcontractorperformance, timing and issuance of necessary permits, construction disputes and weather conditions. Failure to complete these projects on schedule and onbudget for any reason could adversely affect our financial performance and operations at the affected facilities and businesses.Our non-utility businesses may not perform to our expectations. We rely on our non-utility operations for an increasing portion of our earnings. If ourcurrent and contemplated non-utility investments do not perform at expected levels, we could experience diminished earnings and a corresponding declinein our shareholder value.Our participation in energy trading markets subjects us to risk. Events in the energy trading industry have increased the level of scrutiny on the energytrading business and the energy industry as a whole. In certain situations we may be required to post collateral to support trading operations, which could besubstantial. If access to liquidity to support trading activities is curtailed, we could experience decreased earnings potential and cash flows. Energy tradingactivities take place in volatile markets and expose us to risks related to commodity price movements, deviations in weather and other related risks. Weroutinely have speculative trading positions in the market, within strict policy guidelines we set, resulting from the management of our business portfolio. Tothe extent speculative trading positions exist, fluctuating commodity prices can improve or diminish our financial results and financial position. We manageour exposure by establishing and enforcing strict risk limits and risk management procedures. During periods of extreme volatility, these risk limits and riskmanagement procedures may not work as planned and cannot eliminate all risks associated with these activities.Our ability to utilize production tax credits may be limited. To reduce U.S. dependence on imported oil, the Internal Revenue Code provides productiontax credits as an incentive for taxpayers to produce fuels and electricity from alternative sources. We generated production tax credits from coke production,landfill gas recovery, reduced emission fuel, renewable energy generation and gas production operations. All production tax credits taken after 2012 aresubject to audit by the IRS. If our production tax credits were disallowed in whole or in part as a result of an IRS audit, there could be additional tax liabilitiesowed for previously recognized tax credits that could significantly impact our earnings and cash flows.18Weather significantly affects operations. At both utilities, deviations from normal hot and cold weather conditions affect our earnings and cash flow.Mild temperatures can result in decreased utilization of our assets, lowering income and cash flow. At DTE Electric, ice storms, tornadoes, or high winds candamage the electric distribution system infrastructure and power generation facilities and require us to perform emergency repairs and incur materialunplanned expenses. The expenses of storm restoration efforts may not be fully recoverable through the regulatory process. DTE Gas can experience higherthan anticipated expenses from emergency repairs on its gas distribution infrastructure required as a result of weather related issues.Unplanned power plant outages may be costly. Unforeseen maintenance may be required to safely produce electricity or comply with environmentalregulations. As a result of unforeseen maintenance, we may be required to make spot market purchases of electricity that exceed our costs of generation. Ourfinancial performance may be negatively affected if we are unable to recover such increased costs.We rely on cash flows from subsidiaries. DTE Energy is a holding company. Cash flows from our utility and non-utility subsidiaries are required to payinterest expenses and dividends on DTE Energy debt and securities. Should a major subsidiary not be able to pay dividends or transfer cash flows to DTEEnergy, our ability to pay interest and dividends would be restricted.Renewable portfolio standards and energy efficiency programs may affect our business. We are subject to existing Michigan and potential future federallegislation and regulation requiring us to secure sources of renewable energy. We expect to comply with the existing state legislation, but we do not knowwhat requirements may be added by federal legislation. In addition, there could be additional state requirements increasing the percentage of power requiredto be provided by renewable energy sources. We cannot predict the financial impact or costs associated with complying with potential future legislation andregulations. Compliance with these requirements can significantly increase capital expenditures and operating expenses and can negatively affect theaffordability of the rates we charge to our customers.We are also required by Michigan legislation to implement energy efficiency measures and provide energy efficiency customer awareness and educationprograms. These requirements necessitate expenditures and implementation of these programs creates the risk of reducing our revenues as customers decreasetheir energy usage. We cannot predict how these programs will impact our business and future operating results.Regional and national economic conditions can have an unfavorable impact on us. Our utility and non-utility businesses follow the economic cycles ofthe customers we serve and credit risk of counterparties we do business with. Should national or regional economic conditions deteriorate, reduced volumesof electricity and gas, and demand for energy services we supply, collections of accounts receivable, reductions in federal and state energy assistancefunding, and potentially higher levels of lost gas or stolen gas and electricity could result in decreased earnings and cash flow.Threats of terrorism or cyber-attacks could affect our business. We may be threatened by problems such as computer viruses or terrorism that may disruptour operations and could harm our operating results. Our industry requires the continued operation of sophisticated information technology systems andnetwork infrastructure. Despite our implementation of security measures, all of our technology systems are vulnerable to disability or failures due to hacking,viruses, acts of war or terrorism and other causes. If our information technology systems were to fail and we were unable to recover in a timely way, we mightbe unable to fulfill critical business functions, which could have a material adverse effect on our business, operating results, and financial condition.In addition, our generation plants, gas pipeline and storage facilities and electrical distribution facilities in particular may be targets of terrorist activitiesthat could disrupt our ability to produce or distribute some portion of our energy products. We have increased security as a result of past events and we maybe required by our regulators or by the future terrorist threat environment to make investments in security that we cannot currently predict.Failure to maintain the security of personally identifiable information could adversely affect us. In connection with our business we collect and retainpersonally identifiable information of our customers, shareholders and employees. Our customers, shareholders and employees expect that we will adequatelyprotect their personal information, and the regulatory environment surrounding information security and privacy is increasingly demanding. A significanttheft, loss or fraudulent use of customer, shareholder, employee or DTE Energy data by cybercrime or otherwise could adversely impact our reputation andcould result in significant costs, fines and litigation.19Failure to attract and retain key executive officers and other skilled professional and technical employees could have an adverse effect on ouroperations. Our business is dependent on our ability to attract and retain skilled employees. Competition for skilled employees in some areas is high and theinability to attract and retain these employees could adversely affect our business and future operating results. In addition, we have an aging utility workforceand the failure of a successful transfer of knowledge and expertise could negatively impact our operations.A work interruption may adversely affect us. There are several bargaining units for the Company's approximately 4,900 represented employees. Themajority of represented employees are under contracts that expire in 2016 and 2017. A union choosing to strike would have an impact on our business. Weare unable to predict the effect a work stoppage would have on our costs of operation and financial performance.If our goodwill becomes impaired, we may be required to record a charge to earnings. We annually review the carrying value of goodwill associatedwith acquisitions made by the Company for impairment. Factors that may be considered for purposes of this analysis include any change in circumstancesindicating that the carrying value of our goodwill may not be recoverable such as a decline in stock price and market capitalization, future cash flows, andslower growth rates in our industry. We cannot predict the timing, strength or duration of any economic slowdown or subsequent recovery, worldwide or inthe economy or markets in which we operate; however, when events or changes in circumstances indicate that the carrying value of these assets may not berecoverable, the Company may take a non-cash impairment charge, which could potentially materially impact our results of operations and financialposition.The Company's businesses have safety risks. The Company's electric and gas distribution systems, power plants, gas infrastructure, wind energy equipmentand other facilities could be involved in incidents that result in injury or property loss to employees, customers, or the public. Although we have insurancecoverage for many potential incidents, depending upon the nature and severity of any incident, the Company could experience financial loss, damage to itsreputation, and negative consequences from regulatory agencies or other public authorities.We may not be fully covered by insurance. We have a comprehensive insurance program in place to provide coverage for various types of risks, includingcatastrophic damage as a result of acts of God, terrorism or a combination of other significant unforeseen events that could impact our operations. Economiclosses might not be covered in full by insurance or our insurers may be unable to meet contractual obligations.Item 1B. Unresolved Staff CommentsNone.Item 3. Legal ProceedingsFor more information on material legal proceedings and matters related to us and our subsidiaries, see Notes 8 and 17 to the Consolidated FinancialStatements in Item 8 of this Report, "Regulatory Matters" and "Commitments and Contingencies".Item 4. Mine Safety DisclosuresNot applicable.20Part IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesOur common stock is listed on the New York Stock Exchange, which is the principal market for such stock. The following table indicates the reportedhigh and low sales prices of our common stock on the Composite Tape of the New York Stock Exchange and dividends paid per share for each quarterlyperiod during the past two years: DividendsPaid per ShareYear Quarter High Low 2014 First $74.61 $64.84 $0.6550 Second $79.45 $72.76 $0.6550 Third $78.89 $71.60 $0.6900 Fourth $90.77 $75.76 $0.69002013 First $68.38 $60.33 $0.6200 Second $73.32 $63.38 $0.6550 Third $71.77 $64.71 $0.6550 Fourth $70.64 $64.45 $0.6550At December 31, 2014, there were 176,991,231 shares of our common stock outstanding. These shares were held by a total of 61,823 shareholders ofrecord.Our Bylaws nullify Chapter 7B of the Michigan Business Corporation Act (Act). This Act regulates shareholder rights when an individual’s stockownership reaches 20% of a Michigan corporation’s outstanding shares. A shareholder seeking control of the Company cannot require our Board of Directorsto call a meeting to vote on issues related to corporate control within 10 days, as stipulated by the Act.We paid cash dividends on our common stock of $470 million in 2014, $445 million in 2013 and $407 million in 2012. The amount of futuredividends will depend on our earnings, cash flows, financial condition and other factors that are periodically reviewed by our Board of Directors. Althoughthere can be no assurances, we anticipate paying dividends for the foreseeable future.For information on dividend restrictions see Note 15 to the Consolidated Financial Statements in Item 8 of this Report, "Short-Term CreditArrangements and Borrowings".All of our equity compensation plans that provide for the annual awarding of stock-based compensation have been approved by shareholders. Foradditional detail see Note 19 of the Notes to Consolidated Financial Statements in Item 8 of this Report, "Stock-Based Compensation".See the following table for information as of December 31, 2014. Number of Securitiesto be Issued UponExercise ofOutstanding Options Weighted-AverageExercise Price ofOutstanding Options Number of SecuritiesRemaining Availablefor Future IssuanceUnder EquityCompensation PlansPlans approved by shareholders444,278 $43.56 3,915,57021UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSPurchases of Equity Securities by the Issuer and Affiliated PurchasersThe following table provides information about our purchases of equity securities that are registered by the Company pursuant to Section 12 of theExchange Act of 1934 for the quarter ended December 31, 2014: Number of SharesPurchased (a) Average PricePaid per Share (a) Number of SharesPurchased as Part ofPublicly AnnouncedPlans or Programs Average Price Paidper Share Maximum DollarValue that MayYet Be PurchasedUnder the Plans orPrograms10/01/2014 — 10/31/2014299 $76.28 — — —11/01/2014 — 11/30/2014— — — — —12/01/2014 — 12/31/2014947 $66.03 — — —Total1,246 — _______________________________________(a)Represents shares of common stock purchased on the open market to provide shares to participants under various employee compensation and incentive programs. Also includesshares of common stock withheld to satisfy income tax obligations upon the vesting of restricted stock based on the price in effect at the grant date.COMPARISON OF CUMULATIVE FIVE YEAR TOTAL RETURNTotal Return To Shareholders(Includes reinvestment of dividends) Annual Return PercentageYear Ended December 31,Company/Index 2010 2011 2012 2013 2014DTE Energy Company 9.06 25.76 14.90 14.89 34.61S&P 500 Index 15.06 2.11 16.00 32.39 13.69S&P 500 Multi-Utilities Index 11.08 18.41 4.24 17.88 28.94 Indexed ReturnsYear Ended December 31, Base Period Company/Index 2009 2010 2011 2012 2013 2014DTE Energy Company 100 109.06 137.15 157.59 181.06 243.73S&P 500 Index 100 115.06 117.49 136.30 180.44 205.14S&P 500 Multi-Utilities Index 100 111.08 131.53 137.10 161.62 208.3822Item 6. Selected Financial DataThe following selected financial data should be read in conjunction with the accompanying Management’s Discussion and Analysis in Item 7 of thisReport and Notes to the Consolidated Financial Statements in Item 8 of this Report. 2014 2013 2012 2011 2010 (In millions, except per share amounts)Operating Revenues$12,301 $9,661 $8,791 $8,858 $8,525Net Income Attributable to DTE Energy Company Income from continuing operations attributable toDTE Energy Company (a)$905 $661 $666 $714 $638Discontinued operations (b)— — (56) (3) (8)Net Income Attributable to DTE Energy Company$905 $661 $610 $711 $630Diluted Earnings Per Common Share Income from continuing operations$5.10 $3.76 $3.88 $4.20 $3.78Discontinued operations— — (0.33) (0.02) (0.04)Diluted Earnings Per Common Share$5.10 $3.76 $3.55 $4.18 $3.74Financial Information Dividends declared per share of common stock$2.69 $2.59 $2.42 $2.32 $2.18Total assets$27,974 $25,935 $26,339 $26,009 $24,896Long-term debt, including capital leases$8,343 $7,214 $7,014 $7,187 $7,089Shareholders’ equity$8,327 $7,921 $7,373 $7,009 $6,722_______________________________________(a)2011 results include an $87 million income tax benefit related to the enactment of the MCIT.(b)Discontinued operations represents the Unconventional Gas Production business that was sold in 2012 resulting in a $55 million after-tax loss on sale.23Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsEXECUTIVE OVERVIEWDTE Energy is a diversified energy company with 2014 operating revenues of approximately $12.3 billion and approximately $28.0 billion in assets.We are the parent company of DTE Electric and DTE Gas, regulated electric and natural gas utilities engaged primarily in the business of providingelectricity and natural gas sales, distribution and storage services throughout Michigan. We operate three energy-related non-utility segments with operationsthroughout the United States.The following table summarizes our financial results: 2014 2013 2012 (In millions, except per share amounts)Income from continuing operations attributable to DTE Energy Company$905 $661 $666Diluted earnings per common share from continuing operations$5.10 $3.76 $3.88The increase in 2014 income from continuing operations attributable to DTE Energy Company is primarily due to higher earnings in the EnergyTrading, Electric, Power and Industrial Projects, and Gas Storage and Pipelines segments. The decrease in 2013 income from continuing operationsattributable to DTE Energy Company is primarily due to lower earnings in the Energy Trading segment, partially offset by higher earnings in the Gas andPower and Industrial Projects segments.Please see detailed explanations of segment performance in the following Results of Operations section.DTE Energy's strategy is to achieve long-term earnings growth, a strong balance sheet and an attractive dividend yield.Our utilities' growth will be driven by base infrastructure, new generation and environmental compliance capital investments. We are focused onexecuting plans to achieve operational excellence and customer satisfaction with a focus on customer affordability. We operate in a constructive regulatoryenvironment and have solid relationships with our regulators.We have significant investments in our non-utility businesses. We employ disciplined investment criteria when assessing growth opportunities thatleverage our assets, skills and expertise and provide diversity in earnings and geography. Specifically, we invest in targeted energy markets with attractivecompetitive dynamics where meaningful scale is in alignment with our risk profile. We expect growth opportunities in the Gas Storage and Pipelines andPower and Industrial Projects segments.A key priority for DTE Energy is to maintain a strong balance sheet which facilitates access to capital markets and reasonably priced short-term andlong-term financing. Near-term growth will be funded through internally generated cash flows and the issuance of debt. We have an enterprise riskmanagement program that, among other things, is designed to monitor and manage our exposure to earnings and cash flow volatility related to commodityprice changes, interest rates and counterparty credit risk.CAPITAL INVESTMENTSOur utility businesses require significant base capital investments each year in order to maintain and improve the reliability of asset bases, includingpower generation plants, distribution systems, storage fields and other facilities and fleets. DTE Electric's capital investments over the 2015-2019 period areestimated at $5.7 billion for base infrastructure, $1.4 billion for new generation and $400 million for environmental compliance. DTE Electric plans to seekregulatory approval in general rate case filings and renewable energy plan filings for capital expenditures consistent with prior ratemaking treatment.DTE Gas's capital investments over the 2015-2019 period are estimated at $1 billion for base infrastructure and $600 million for gas main renewal,meter move out, and pipeline integrity programs. In April 2013, the MPSC issued an order approving an infrastructure recovery mechanism for DTE Gas andauthorized the recovery of the cost of service related to $77 million of annual investment in its gas main renewal, meter move out, and pipeline integrityprograms. In November 2014, DTE Gas filed an application with the MPSC for approval of an increased infrastructure recovery mechanism surcharge torecover an additional $47 million of annual capital expenditures for its gas main renewal program. DTE Gas plans to seek regulatory approval in general ratecase filings for base infrastructure capital expenditures consistent with prior ratemaking treatment.24ENVIRONMENTAL MATTERSWe are subject to extensive environmental regulation. Additional costs may result as the effects of various substances on the environment are studiedand governmental regulations are developed and implemented. Actual costs to comply could vary substantially. We expect to continue recoveringenvironmental costs related to utility operations through rates charged to our customers.DTE Electric is subject to the EPA ozone and fine particulate transport and acid rain regulations that limit power plant emissions of sulfur dioxide andnitrogen 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 will lead to additional emission controls on fossil-fueled power plants to reduce nitrogen oxide,sulfur dioxide, acid gases, particulate matter and mercury emissions. To comply with these requirements, DTE Electric spent approximately $2.2 billionthrough 2014. It is estimated that DTE Electric will make capital expenditures of approximately $100 million in 2015 and up to approximately $30 millionof additional capital expenditures through 2019 based on current regulations.As directed by a June 2013 Presidential Memorandum, the EPA is implementing regulatory actions under the Clean Air Act to address emissions ofgreenhouse gases (GHGs) from the utility sector and other sectors of the economy. Among these actions, the EPA is proposing performance standards foremissions of carbon dioxide from new and existing electric generating units (EGUs). The new source performance standards for new EGUs were proposed inSeptember 2013 and the standards for existing, reconstructed and modified EGUs were proposed in June 2014. The EPA plans to issue a final standard forboth new and existing sources by July 2015 as described in the June 2013 Presidential Memorandum.DTE Energy is an active participant in working with the EPA and other stakeholders to shape the final performance standards for new and existingpower plants. The carbon standards for new sources are not expected to have a material impact on the Company, since the Company has no plans to buildnew coal-fired generation. It is not possible to determine the potential impact of future regulations on existing sources at this time. Pending or futurelegislation or other regulatory actions could have a material impact on our operations and financial position and the rates we charge our customers. Impactsinclude expenditures for environmental equipment beyond what is currently planned, financing costs related to additional capital expenditures, the purchaseof emission credits from market sources, higher costs of purchased power, and the retirement of facilities where control equipment is not economical. Wewould seek to recover these incremental costs through increased rates charged to our utility customers as authorized by the MPSC.Increased costs for energy produced from traditional coal-based sources could also increase the economic viability of energy produced from renewable,natural gas-fired generation and/or nuclear sources, from energy efficiency initiatives, and from the potential development of market-based trading of carbonoffsets which could provide new business opportunities for our utility and non-utility segments. A June 2014 U.S. Supreme Court decision on the EPA’sauthority to regulate GHG emissions under permitting programs of the Clean Air Act is expected to have little effect on DTE Energy since the SupremeCourt's decision upholds the EPA’s authority to regulate GHGs at sources that are already subject to permitting due to emissions of conventional pollutants.In addition, the Supreme Court's ruling does not affect the EPA’s current proposed carbon performance standards at new or existing power plants. At thepresent time, it is not possible to quantify the financial impacts of these climate related regulatory initiatives on DTE Energy or its customers.See Note 17 to the Consolidated Financial Statements in Item 8 of this Report, "Commitments and Contingencies" and Items 1. and 2. Business andProperties for further discussion of Environmental Matters.OUTLOOKThe next few years will be a period of rapid change for DTE Energy and for the energy industry. Our strong utility base, combined with our integratednon-utility operations, position us well for long-term growth.Looking forward, we will focus on several areas that we expect will improve future performance:•electric and gas customer satisfaction;•electric reliability;•rate competitiveness and affordability;•regulatory stability and investment recovery for our utilities;25•growth of our utility asset base;•employee engagement;•cost structure optimization across all business segments;•cash, capital and liquidity to maintain or improve our financial strength; and•investments that integrate our assets and leverage our skills and expertise.We will continue to pursue opportunities to grow our businesses in a disciplined manner if we can secure opportunities that meet our strategic, financialand risk criteria.RESULTS OF OPERATIONSThe following sections provide a detailed discussion of the operating performance and future outlook of our segments. 2014 2013 2012 (In millions)Net Income (Loss) Attributable to DTE Energy by Segment: Electric$528 $484 $483Gas140 143 115Gas Storage and Pipelines82 70 61Power and Industrial Projects90 66 42Energy Trading122 (58) 12Corporate and Other(57) (44) (47)Income From Continuing Operations Attributable to DTE Energy Company905 661 666Discontinued Operations— — (56)Net Income Attributable to DTE Energy Company$905 $661 $610ELECTRICOur Electric segment consists principally of DTE Electric.Electric results are discussed below: 2014 2013 2012 (In millions)Operating Revenues$5,283 $5,199 $5,293Fuel and purchased power1,705 1,668 1,758Gross Margin3,578 3,531 3,535Operation and maintenance1,332 1,377 1,429Depreciation and amortization933 902 827Taxes other than income268 261 257Asset (gains) losses and impairments, net(1) (3) (2)Operating Income1,046 994 1,024Other (Income) and Deductions222 258 261Income Tax Expense296 252 280Net Income Attributable to DTE Energy Company$528 $484 $483Operating Income as a Percent of Operating Revenues20% 19% 19%Gross margin increased by $47 million in 2014 and decreased $4 million in 2013. Revenues associated with certain mechanisms and surcharges areoffset by related expenses elsewhere in the Consolidated Statements of Operations.26The following table details changes in various gross margin components relative to the comparable prior period: 2014 2013 (In millions)Amortization of refundable revenue decoupling/deferred gain$63 $—Base sales, inclusive of weather effect(48) (54)Securitization bond and tax surcharge(10) 39Renewable energy program20 19Low income energy assistance surcharge17 (12)Regulatory mechanisms and other5 4Increase (decrease) in gross margin$47 $(4) 2014 2013 2012 (In thousands of MWh)Electric Sales Residential14,940 15,273 15,666Commercial16,792 16,661 16,832Industrial10,199 10,303 9,989Other517 942 958 42,448 43,179 43,445Interconnection sales (a)3,630 3,883 2,125Total Electric Sales46,078 47,062 45,570Electric Deliveries Retail and Wholesale42,448 43,179 43,445Electric Customer Choice, including self generators (b)5,033 5,200 5,197Total Electric Sales and Deliveries47,481 48,379 48,642______________________________(a)Represents power that is not distributed by DTE Electric.(b)Represents deliveries for self generators who have purchased power from alternative energy suppliers to supplement their power requirements.Operation and maintenance expense decreased $45 million in 2014 and decreased $52 million in 2013. The decrease in 2014 is primarily due todecreased employee benefit expenses of $68 million, decreased distribution operations expenses of $36 million, and decreased power plant generationexpenses of $7 million, partially offset by higher restoration and line clearance expenses of $19 million, increased low income energy assistance of $17million, and increased energy optimization and renewable energy expenses of $13 million. In addition, 2014 included $17 million of expenses related to thetransition of PLD customers to DTE Electric's distribution system effective July 1, 2014. In May 2014, the MPSC approved a TRM that provides for recoveryof the deferred net incremental revenue requirement associated with the transition that is reflected in the Depreciation and amortization line in theConsolidated Statement of Operations. The decrease in 2013 is primarily due to decreased employee benefit expenses of $90 million, decreased power plantgeneration expenses of $14 million and decreased low income energy assistance of $12 million, partially offset by increased restoration and line clearanceexpenses of $19 million, increased corporate administrative expenses of $17 million, increased uncollectible expenses of $11 million, increased energyoptimization and renewable energy expenses of $8 million and increased distribution operations expenses of $8 million.Depreciation and amortization expense increased $31 million in 2014 and increased $75 million in 2013. The 2014 increase was due to $42 million ofincreased expense due to an increased depreciable base, increased amortization of regulatory assets of $3 million, primarily related to Securitization, partiallyoffset by $14 million associated with the TRM. The 2013 increase was due to increased amortization of regulatory assets of $57 million, primarily related toSecuritization, and increased depreciation of $18 million due to an increased depreciable base.Other (income) and deductions decreased $36 million in 2014 and decreased $3 million in 2013. The decrease in 2014 was primarily due to decreasedinterest expenses of $18 million and the 2013 contribution to the DTE Energy Foundation of $18 million. The decrease in 2013 was primarily due to 2012one time expenses of $11 million related to Michigan ballot proposals and increased investment earnings of $10 million, offset by a contribution to the DTEEnergy Foundation of $18 million.27Outlook — We continue to move forward in our efforts to achieve operational excellence, sustained strong cash flows and earn our authorized return onequity. We expect that our planned significant capital investments will result in earnings growth. Looking forward, additional factors may impact earningssuch as weather, the outcome of regulatory proceedings, benefit plan design changes, investment returns and changes in discount rate assumptions in benefitplans and health care costs and uncertainty of legislative or regulatory actions regarding climate change and electric retail access. We expect to continue ourefforts to improve productivity and decrease our costs while improving customer satisfaction with consideration of customer rate affordability.In May 2014, DTE Electric filed an application with the NRC requesting a renewal of the license for its Fermi 2 nuclear power plant. DTE Electric hasrequested a 20-year extension of its original license due to expire in 2025.In December 2014, DTE Electric filed a rate case with the MPSC requesting an increase in base rates of $370 million based on a projected twelve monthperiod ending June 30, 2016.GASOur Gas segment consists principally of DTE Gas.Gas results are discussed below: 2014 2013 2012 (In millions)Operating Revenues$1,636 $1,474 $1,315Cost of gas725 624 550Gross Margin911 850 765Operation and maintenance456 429 385Depreciation and amortization99 95 92Taxes other than income61 56 54Operating Income295 270 234Other (Income) and Deductions77 50 69Income Tax Expense78 77 50Net Income Attributable to DTE Energy Company$140 $143 $115Operating Income as a Percent of Operating Revenues18% 18% 18%Gross margin increased $61 million in 2014 and increased $85 million in 2013. Revenues associated with certain mechanisms and surcharges are offsetby related expenses elsewhere in the Consolidated Statements of Operations.The following table details changes in various gross margin components relative to the comparable prior period: 2014 2013 (In millions)Weather$31 $72Infrastructure recovery mechanism7 3Home protection program7 3Uncollectible tracking mechanism— 20Self implementation and rate orders— 15Revenue decoupling mechanism(3) (16)Midstream storage and transportation revenues6 (8)Other13 (4)Increase in gross margin$61 $8528 2014 2013 2012Gas Markets (in Bcf) Gas sales138 128 104End user transportation167 157 157 305 285 261Intermediate transportation305 300 264 610 585 525Operation and maintenance expense increased $27 million in 2014 and increased $44 million in 2013. The increase in 2014 is primarily due toincreased gas operations expenses of $32 million, increased uncollectible expenses of $4 million, and increased corporate administrative expenses of $3million, partially offset by decreased employee benefit expenses of $10 million and reduced energy optimization expenses of $2 million. The increase in2013 is primarily due to increased gas operations expenses of $24 million, increased maintenance and repair costs of $14 million, increased transmissioncosts of $14 million, increased corporate administrative expenses of $8 million and increased uncollectible expenses of $5 million, partially offset bydecreased employee benefit expenses of $19 million and decreased energy optimization expenses of $3 million.Other (income) and deductions increased $27 million in 2014 and decreased $19 million in 2013. The increase in 2014 is primarily due tocontributions to the DTE Energy Foundation and other charitable organizations in 2014. The decrease in 2013 is due to lack of a contribution to the DTEEnergy Foundation in 2013, partially offset by a $5 million contribution to low income energy assistance funds.Outlook — We continue to move forward in our efforts to achieve operational excellence, sustained strong cash flows and earn our authorized return onequity. We expect that our planned significant infrastructure capital investments will result in earnings growth. Looking forward, additional factors mayimpact earnings such as weather, the outcome of regulatory proceedings, benefit plan design changes, and investment returns and changes in discount rateassumptions in benefit plans and health care costs. We expect to continue our efforts to improve productivity and decrease our costs while improvingcustomer satisfaction with consideration of customer rate affordability.GAS STORAGE AND PIPELINESOur Gas Storage and Pipelines segment consists of our non-utility gas pipelines and storage businesses.Gas Storage and Pipelines results are discussed below: 2014 2013 2012 (In millions)Operating Revenues$203 $132 $96Operation and Maintenance46 25 19Depreciation and Amortization34 23 8Taxes Other Than Income4 3 3Asset (Gains) and Losses and Reserves, Net1 — 3Operating Income118 81 63Other (Income) and Deductions(19) (36) (40)Income Tax Expense53 45 39Net Income84 72 64Noncontrolling interest2 2 3Net Income Attributable to DTE Energy$82 $70 $61Operating revenues increased $71 million in 2014 and increased $36 million in 2013. The increases were due primarily to increased volumes on theBluestone pipeline and additional segments placed in service in the Susquehanna gathering system. Storage revenue also increased due to weatherfavorability in early 2014, partially offset by lower market rates.Operation and maintenance expense increased $21 million in 2014 and increased $6 million in 2013. The increases were due primarily to increasedactivity on the Bluestone and Susquehanna projects and increased corporate overheads due to growth of this segment.29Depreciation and amortization expense increased $11 million in 2014 and increased $15 million in 2013. The increases were due primarily to thegrowth of the Bluestone and Susquehanna projects.Other (income) and deductions decreased $17 million in 2014 and decreased $4 million in 2013. The decreases were due to decreased earnings from apipeline investment and increased intercompany interest expense. The earnings from the pipeline investment were negatively impacted by a revenue deferralfor depreciation collected in FERC-approved tariff rates in excess of depreciation expense.Outlook — Our Gas Storage and Pipelines business expects to maintain its steady growth by developing an asset portfolio with multiple growthplatforms through investment in new projects and expansions. We will continue to look for additional investment opportunities and other storage andpipeline projects at favorable prices. The capacity expansion of Bluestone lateral pipeline in Susquehanna County, Pennsylvania and Broome County, NewYork, is progressing as planned. In 2014, we added a new compressor facility and 3.5 miles of 24-inch pipeline loop, expanding the system to 47.5 miles ofpipe in service. Expansion activities over the next twelve months include a second compressor facility and approximately 6 miles of additional pipeline loopto accommodate increased shipper demand. Through our long term agreement with Southwestern Energy Production Company, we believe Bluestone lateraland Susquehanna gathering system are strategically positioned for future growth of the Marcellus shale.Progress continues on preliminary development activities on the proposed Nexus pipeline, a transportation path for natural gas from the Utica shale inOhio to Michigan and Ontario. During 2014, several producers signed agreements as shippers, indicating their firm volume commitment subject to certainconditions customary in the pipeline industry. We are planning to have a partnership interest in the Nexus pipeline.POWER AND INDUSTRIAL PROJECTSPower and Industrial Projects is comprised primarily of projects that deliver energy and utility-type products and services to industrial, commercial andinstitutional customers; produce REF and sell electricity from renewable energy projects.Power and Industrial Projects results are discussed below: 2014 2013 2012 (In millions)Operating Revenues$2,289 $1,950 $1,823Operation and maintenance2,281 1,914 1,788Depreciation and amortization77 72 65Taxes other than income15 15 16 Asset (gains) losses and impairments, net(12) (4) (5)Operating Loss(72) (47) (41)Other (Income) and Deductions(66) (73) (44)Income Taxes Expense (Benefits)(3) 8 —Production Tax Credits(97) (53) (44) (100) (45) (44)Net Income94 71 47Noncontrolling Interests4 5 5Net Income Attributable to DTE Energy Company$90 $66 $42Operating revenues increased $339 million in 2014 and increased $127 million in 2013. The 2014 increase is primarily due to a $354 million increaseassociated with higher volumes from REF projects and a $32 million increase associated with the start-up of a renewable power project, partially offset by a$46 million decrease due primarily to lower coal prices associated with the steel business. The 2013 increase is primarily due to a $161 million increaseassociated with higher volumes from REF projects and a $102 million increase due to the on-site energy projects acquired in the 2012 fourth quarter,partially offset by a $75 million decrease from exiting the coal transportation and marketing business and a $63 million decrease due primarily to lower coalprices associated with the steel business.30Operation and maintenance expense increased $367 million in 2014 and increased $126 million in 2013. The 2014 increase is primarily due to a $365million increase associated with higher volumes from REF projects, a $23 million increase associated with the start-up of a renewable power project and a$20 million increase due to higher volumes, maintenance and general administrative expenses in the steel business, partially offset by a $46 million decreasedue primarily to lower coal prices associated with the steel business. The 2013 increase is primarily due to a $173 million increase associated with highervolumes from REF projects and an $84 million increase due to the on-site energy projects acquired in the 2012 fourth quarter, partially offset by a $67million decrease from exiting the coal transportation and marketing business and a $67 million decrease due primarily to lower coal prices associated withthe steel business.Depreciation and amortization expense increased by $5 million in 2014 and increased by $7 million in 2013. The 2014 increase is primarily due to $4million associated with the start-up of a renewable power project. The 2013 increase is primarily due to $10 million associated with the on-site energyprojects acquired in the 2012 fourth quarter, partially offset by a $3 million decrease from exiting the coal transportation and marketing business.Asset (gains) and losses, reserves and impairments, net increased by $8 million in 2014 and decreased by $1 million in 2013. The 2014 increase wasdue primarily to a gain associated with a sale of an on-site project in 2014 and an asset impairment recorded in the prior year.Other (income) and deductions decreased by $7 million in 2014 and increased $29 million in 2013 due primarily to variations in volumes of refinedcoal produced at REF sites with investors, and in 2014, lower equity earnings at various projects.Production tax credits increased by $44 million in 2014 and increased $9 million in 2013 primarily due to higher production volumes of refined coalthat resulted in higher tax credits at REF projects.Outlook — The Company has constructed and placed in service nine REF facilities including five facilities located at third party owned coal-firedpower plants. The Company has sold membership interests in four of the facilities. We continue to optimize these facilities by seeking investors for facilitiesoperating at DTE Electric and other utility sites. We intend to relocate an underutilized facility, located at a DTE Electric site, to an alternative coal-firedpower plant which may provide increased production and emission reduction opportunities in future years.We expect sustained production levels of metallurgical coke and pulverized coal supplied to steel industry customers for 2015. Substantially all of themetallurgical coke margin is maintained under long-term contracts. We have five renewable power generation facilities in operation. Our on-site energyservices will continue to be delivered in accordance with the terms of long-term contracts. We will continue to look for additional investment opportunitiesand other energy projects at favorable prices.Power and Industrial Projects will continue to leverage its extensive energy-related operating experience and project management capability todevelop additional energy projects to serve energy intensive industrial customers.ENERGY TRADINGEnergy Trading focuses on physical and financial power and natural gas marketing and trading, structured transactions, enhancement of returns fromDTE Energy’s asset portfolio, and optimization of contracted natural gas pipeline transportation and storage, and generating capacity positions. EnergyTrading also provides natural gas, power and related services, which may include the management of associated storage and transportation contracts on thecustomers’ behalf, and the supply or purchase of renewable energy credits to various customers.31Energy Trading results are discussed below: 2014 2013 2012 (In millions)Operating Revenues$3,762 $1,771 $1,109Fuel, purchased power and gas3,478 1,782 1,011Gross Margin284 (11) 98Operation and maintenance70 72 66Depreciation and amortization1 1 2Taxes other than income4 4 3Operating Income (Loss)209 (88) 27Other (Income) and Deductions10 8 8Income Tax Expense (Benefit)77 (38) 7Net Income (Loss) Attributable to DTE Energy Company$122 $(58) $12Operating revenues and Fuel, purchased power and gas were impacted by an increase in gas volumes and prices, primarily in our gas structuredstrategy for the year ended December 31, 2014.Gross margin increased $295 million in 2014 and decreased $109 million in 2013. The overall increase in gross margin in 2014 was primarily due totiming from MTM adjustments on certain transactions in our gas structured strategy.The increase in gross margin in 2014 represents a $92 million increase in realized margins and a $203 million increase in unrealized margins. The $92million increase in realized margins is due to $149 million of favorable results, primarily in our gas structured and gas transportation strategies, offset by $57million of unfavorable results, primarily in our power full requirements, gas full requirements and gas trading strategies. The $203 million increase inunrealized margins is due to $211 million of favorable results, primarily in our gas structured and gas full requirements strategies, offset by $8 million ofunfavorable results, primarily in our power full requirements strategy.The decrease in gross margin in 2013 represents a $1 million decrease in realized margins and a $108 million decrease in unrealized margins. The $1million decrease in realized margins is due to $40 million of unfavorable results, primarily in our power trading, power full requirements and gastransportation strategies, offset by $39 million of favorable results, primarily in our gas and coal trading and gas structured strategies. The $108 milliondecrease in unrealized margins is due to $123 million of unfavorable results, primarily in our gas structured, gas trading and gas transportation strategies,offset by $15 million of favorable results, primarily in our power full requirements strategy.Natural gas structured transactions typically involve a physical purchase or sale of natural gas in the future and/or natural gas basis financialinstruments which are derivatives and a related non-derivative pipeline transportation contract. These gas structured transactions can result in significantearnings volatility as the derivative components are marked-to-market without revaluing the related non-derivative contracts. During the fourth quarter of2014 we saw significant decreases in gas prices, and in the fourth quarter of 2013 significant increases in gas prices which led to the volatility in theaccounting earnings due to the physical component being marked-to-market without an offsetting mark on the transportation component. Included in the$149 million of favorable realized results for the year ended December 31, 2014 in our gas strategies is $65 million of timing related losses recognized in2013 that reversed as the underlying contracts were settled. Included in the $211 million of favorable unrealized results for the year ended December 31,2014 in our gas strategies is $102 million of timing related gains which will reverse in future periods, and the absence of $89 million of timing related lossesin 2013. We anticipate that approximately $50 million of unrealized gains will reverse during 2015 as the underlying contracts settle.Outlook — In the near-term, we expect market conditions to remain challenging and the profitability of this segment may be impacted by the volatilityin commodity prices in the markets we participate in and the uncertainty of impacts associated with financial reform, regulatory changes and changes inoperating rules of regional transmission organizations.32The Energy Trading portfolio includes financial instruments, physical commodity contracts and natural gas inventory, as well as contracted natural gaspipeline transportation and storage, and generation capacity positions. Energy Trading also provides natural gas, power and related services, which mayinclude the management of associated storage and transportation contracts on the customers' behalf, and the supply or purchase of renewable energy creditsto various customers. Significant portions of the Energy Trading portfolio are economically hedged. Most financial instruments and physical power andnatural gas contracts are deemed derivatives, whereas natural gas inventory, pipeline transportation, renewable energy credits, and storage assets are notderivatives. As a result, we will experience earnings volatility as derivatives are marked-to-market without revaluing the underlying non-derivative contractsand assets. Our strategy is to economically manage the price risk of these underlying non-derivative contracts and assets with futures, forwards, swaps andoptions. This results in gains and losses that are recognized in different interim and annual accounting periods.See also the “Fair Value” section that follows.CORPORATE AND OTHERCorporate and Other includes various holding company activities and holds certain non-utility debt and energy-related investments. The 2014 net lossof $57 million represented an increase of $13 million from the 2013 net loss of $44 million due primarily to increased impairments of investments andincreased deferred tax expense related to New York state income tax reform enacted March 31, 2014. The 2013 net loss of $44 million represented animprovement of $3 million from the 2012 net loss of $47 million due primarily to decreased impairments of investments.See Note 9 to the Consolidated Financial Statements in Item 8 of this Report, "Income Taxes".DISCONTINUED OPERATIONSUnconventional Gas ProductionIn December 2012, the Company sold its 100% equity interest in its Unconventional Gas Production business which consisted of gas and oilproduction assets in the western Barnett and Marble Falls shale areas of Texas. See Note 4 to the Consolidated Financial Statements in Item 8 of this Report,"Discontinued Operations".CAPITAL RESOURCES AND LIQUIDITYCash RequirementsWe use cash to maintain and expand our electric and natural gas utilities and to grow our non-utility businesses, retire and pay interest on long-termdebt and pay dividends. We believe that we will have sufficient internal and external capital resources to fund anticipated capital and operatingrequirements. We expect that cash from operations in 2015 will be approximately $1.7 billion, or approximately $100 million lower than 2014, due primarilyto decreased surcharge collections. We anticipate base level utility capital investments, environmental, renewable and energy optimization expenditures,expenditures for non-utility businesses and contributions to equity method investments in 2015 of approximately $2.6 billion. We plan to seek regulatoryapproval to include utility capital expenditures in our regulatory rate base consistent with prior treatment. Capital spending for growth of existing or newnon-utility businesses will depend on the existence of opportunities that meet our strict risk-return and value creation criteria.33 2014 2013 2012 (In millions)Cash and Cash Equivalents Cash Flow From (Used For) Operating activities: Net Income$911 $668 $618Depreciation, depletion and amortization1,145 1,094 1,018Nuclear fuel amortization48 38 29Allowance for equity funds used during construction(21) (15) (13)Deferred income taxes356 164 47Loss on sale of non-utility business— — 83Asset (gains) losses and impairments, net(4) (8) 1Working capital and other(596) 213 426Net cash from operating activities1,839 2,154 2,209Investing activities: Plant and equipment expenditures — utility(1,784) (1,534) (1,451)Plant and equipment expenditures — non-utility(265) (342) (369)Proceeds from sale of non-utility business— — 255Proceeds from sale of assets45 36 38Acquisition, net of cash acquired— — (198)Other(56) (66) (44)Net cash used for investing activities(2,060) (1,906) (1,769)Financing activities: Issuance of long-term debt, net of issuance costs1,736 1,234 759Redemption of long-term debt(1,237) (961) (639)Short-term borrowings, net267 (109) (179)Issuance of common stock— 39 39Repurchase of common stock(52) — —Dividends on common stock(470) (445) (407)Other(27) (19) (16)Net cash from (used for) financing activities217 (261) (443)Net Increase (Decrease) in Cash and Cash Equivalents$(4) $(13) $(3)Cash from Operating ActivitiesA majority of our operating cash flow is provided by our electric and natural gas utilities, which are significantly influenced by factors such as weather,electric Customer Choice, regulatory deferrals, regulatory outcomes, economic conditions, changes in working capital, and operating costs.Cash from operations decreased $315 million in 2014. The reduction in operating cash flow reflects an increase in cash expenditures for workingcapital items, partially offset by higher net income after adjusting for non-cash and non-operating items (primarily depreciation, depletion and amortizationand deferred income taxes).Cash from operations decreased $55 million in 2013. The reduction in operating cash flow reflects lower cash generated from working capital items,partially offset by higher net income after adjusting for non-cash and non-operating items (primarily depreciation, depletion and amortization and deferredincome taxes).The change in working capital items in 2014 primarily related to fuel inventories, derivative assets and liabilities, and regulatory assets and liabilities,partially offset by the change in accounts receivable, net, accounts payable, and pension and other postretirement liabilities. The change in working capitalitems in 2013 primarily related to fuel inventories, derivative assets and liabilities and pension and other postretirement liabilities, partially offset by thechange in accounts receivable, net.34Cash used for Investing ActivitiesCash inflows associated with investing activities are primarily generated from the sale of assets, while cash outflows are the result of plant andequipment expenditures. In any given year, we will look to realize cash from under-performing or non-strategic assets or matured fully valued assets.Capital spending within the utility business is primarily to maintain and improve our electric generation and electric and natural gas distributioninfrastructure and to comply with environmental regulations and renewable energy requirements.Capital spending within our non-utility businesses is primarily for ongoing maintenance, expansion and growth. We look to make growth investmentsthat meet strict criteria in terms of strategy, management skills, risks and returns. All new investments are analyzed for their rates of return and cash paybackon a risk adjusted basis. We have been disciplined in how we deploy capital and will not make investments unless they meet our criteria. For new businesslines, we initially invest based on research and analysis. We start with a limited investment, we evaluate results and either expand or exit the business basedon those results. In any given year, the amount of growth capital will be determined by the underlying cash flows of the Company with a clear understandingof any potential impact on our credit ratings.Net cash used for investing activities increased $154 million in 2014 due primarily to increased capital expenditures by our utility businesses, partiallyoffset by decreased capital expenditures by our non-utility business and increased proceeds from sale of assets.Net cash used for investing activities increased $137 million in 2013 due primarily to increased capital expenditures by our utility businesses.Cash used for Financing ActivitiesWe rely on both short-term borrowing and long-term financing as a source of funding for our capital requirements not satisfied by our operations.Our strategy is to have a targeted debt portfolio blend of fixed and variable interest rates and maturity. We continually evaluate our leverage target,which is currently 50% to 53%, to ensure it is consistent with our objective to have a strong investment grade debt rating.Net cash from financing activities increased $478 million in 2014. The increase was primarily attributable to increases in short-term borrowings andissuances of long-term debt, partially offset by increased redemptions of long-term debt, repurchases of common stock and increased dividends on commonstock.Net cash used for financing activities decreased $182 million in 2013. The decrease was primarily attributable to higher issuances of long-term debt,partially offset by higher redemptions of long-term debt.OutlookWe expect cash flow from operations to increase over the long-term primarily as a result of growth from our utilities and non-utility businesses. Weexpect growth in our utilities to be driven primarily by capital spending to maintain and improve our electric generation and electric and natural gasdistribution infrastructure and to comply with new and existing state and federal regulations that will result in additional environmental and renewableenergy investments which will increase the base from which rates are determined. Our non-utility growth is expected from additional investments primarily inour Gas Storage and Pipelines and Power and Industrial Projects segments.We may be impacted by the timing of collection or refund of our various recovery and tracking mechanisms as a result of timing of MPSC orders.Energy prices are likely to be a source of volatility with regard to working capital requirements for the foreseeable future. We are continuing our efforts toidentify opportunities to improve cash flow through working capital initiatives and maintaining flexibility in the timing and extent of our long-term capitalprojects.We have approximately $300 million in long-term debt maturing in the next twelve months. The repayment of the principal amount of theSecuritization debt is funded through a surcharge payable by DTE Electric’s customers. The repayment of the other debt is expected to be paid throughinternally generated funds or the issuance of long-term debt.DTE Energy has approximately $1.5 billion of available liquidity at December 31, 2014, consisting of cash and amounts available under unsecuredrevolving credit agreements.35We expect to issue equity of approximately $200 million in 2015 through our dividend reinvestment plan and pension and other employee benefitplans.At the discretion of management, and depending upon financial market conditions, we anticipate making 2015 contributions to the pension plans of upto $180 million and up to $200 million to the other postretirement benefit plans. The planned contributions will be made in cash or a combination of cashand DTE Energy common stock.Various subsidiaries of the Company have entered into contracts which contain ratings triggers and are guaranteed by DTE Energy. These contractscontain provisions which allow the counterparties to require that the Company post cash or letters of credit as collateral in the event that DTE Energy’s creditrating is downgraded below investment grade. Certain of these provisions (known as “hard triggers”) state specific circumstances under which the Companycan be required to post collateral upon the occurrence of a credit downgrade, while other provisions (known as “soft triggers”) are not as specific. Forcontracts with soft triggers, it is difficult to estimate the amount of collateral which may be requested by counterparties and/or which the Company mayultimately be required to post. The amount of such collateral which could be requested fluctuates based on commodity prices (primarily natural gas, powerand coal) and the provisions and maturities of the underlying transactions. As of December 31, 2014, DTE Energy's contractual obligation to post collateralin the form of cash or letter of credit in the event of a downgrade to below investment grade, under both hard trigger and soft trigger provisions, wasapproximately $349 million.We believe we have sufficient operating flexibility, cash resources and funding sources to maintain adequate amounts of liquidity and to meet ourfuture operating cash and capital expenditure needs. However, virtually all of our businesses are capital intensive or require access to capital, and theinability to access adequate capital could adversely impact earnings and cash flows.See Notes 8, 9, 13, 15 and 18 to the Consolidated Financial Statements in Item 8 of this Report, "Regulatory Matters", "Income Taxes", "Long-TermDebt", "Short-Term Credit Arrangements and Borrowings" and "Retirement Benefits and Trusteed Assets".Contractual ObligationsThe following table details our contractual obligations for debt redemptions, leases, purchase obligations and other long-term obligations as ofDecember 31, 2014: Total 2015 2016-2017 2018-2019 2020 andBeyond (In millions)Long-term debt: Mortgage bonds, notes and other (a)$8,035 $161 $474 $834 $6,566Securitization bonds105 105 — — —Junior subordinated debentures480 — — — 480Capital lease obligations11 8 3 — —Interest6,660 455 711 712 4,782Operating leases219 42 62 37 78Electric, gas, fuel, transportation and storage purchase obligations (b)8,896 2,326 1,971 895 3,704Other long-term obligations (c)(d)(e)119 57 30 13 19Total obligations$24,525 $3,154 $3,251 $2,491 $15,629_______________________________________(a)Excludes $14 million of unamortized discount on debt.(b)Excludes amounts associated with full requirements contracts where no stated minimum purchase volume is required.(c)Includes liabilities for unrecognized tax benefits of $9 million.(d)Excludes other long-term liabilities of $192 million not directly derived from contracts or other agreements.(e)At December 31, 2014, we met the minimum pension funding levels required under the Employee Retirement Income Security Act of 1974 (ERISA) and the Pension ProtectionAct of 2006 for our defined benefit pension plans. We may contribute more than the minimum funding requirements for our pension plans and may also make contributions toour other postretirement benefit plans; however, these amounts are not included in the table above as such amounts are discretionary. Planned funding levels are disclosed in theCapital Resources and Liquidity and Critical Accounting Estimates sections herein and in Note 18 to the Consolidated Financial Statements in Item 8 of this Report, "RetirementBenefits and Trusteed Assets".36Credit RatingsCredit ratings are intended to provide banks and capital market participants with a framework for comparing the credit quality of securities and are nota recommendation to buy, sell or hold securities. DTE Energy’s credit ratings affect our cost of capital and other terms of financing as well as our ability toaccess the credit and commercial paper markets. Management believes that our current credit ratings provide sufficient access to the capital markets.However, disruptions in the banking and capital markets not specifically related to us may affect our ability to access these funding sources or cause anincrease in the return required by investors.As part of the normal course of business, DTE Electric, DTE Gas and various non-utility subsidiaries of the Company routinely enter into physical orfinancially settled contracts for the purchase and sale of electricity, natural gas, coal, capacity, storage and other energy-related products and services. Certainof these contracts contain provisions which allow the counterparties to request that the Company post cash or letters of credit in the event that the seniorunsecured debt rating of DTE Energy is downgraded below investment grade. Certain of these contracts for DTE Electric and DTE Gas contain similarprovisions in the event that the senior unsecured debt rating of the particular utility is downgraded below investment grade. The amount of such collateralwhich could be requested fluctuates based upon commodity prices and the provisions and maturities of the underlying transactions and could be substantial.Also, upon a downgrade below investment grade, we could have restricted access to the commercial paper market and if DTE Energy is downgraded belowinvestment grade our non-utility businesses, especially the Energy Trading and Power and Industrial Projects segments, could be required to restrictoperations due to a lack of available liquidity. A downgrade below investment grade could potentially increase the borrowing costs of DTE Energy and itssubsidiaries and may limit access to the capital markets. The impact of a downgrade will not affect our ability to comply with our existing debt covenants.While we currently do not anticipate such a downgrade, we cannot predict the outcome of current or future credit rating agency reviews.In January 2014, based on a favorable view of the U.S. regulatory environment, Moody's upgraded DTE Energy's unsecured debt rating from 'Baa1' to 'A3'and upgraded the secured debt rating of DTE Electric and DTE Gas from 'A1' to 'Aa3'.CRITICAL ACCOUNTING ESTIMATESThe preparation of financial statements in conformity with generally accepted accounting principles require that management apply accountingpolicies and make estimates and assumptions that affect results of operations and the amounts of assets and liabilities reported in the financial statements.Management believes that the areas described below require significant judgment in the application of accounting policy or in making estimates andassumptions in matters that are inherently uncertain and that may change in subsequent periods. Additional discussion of these accounting policies can befound in the Notes to Consolidated Financial Statements in Item 8 of this Report.RegulationA significant portion of our business is subject to regulation. This results in differences in the application of generally accepted accounting principlesbetween regulated and non-regulated businesses. DTE Electric and DTE Gas are required to record regulatory assets and liabilities for certain transactions thatwould have been treated as revenue or expense in non-regulated businesses. Future regulatory changes or changes in the competitive environment couldresult in the discontinuance of this accounting treatment for regulatory assets and liabilities for some or all of our businesses. Management believes thatcurrently available facts support the continued use of regulatory assets and liabilities and that all regulatory assets and liabilities are recoverable orrefundable in the current rate environment.See Note 8 to the Consolidated Financial Statements in Item 8 of this Report, "Regulatory Matters".Derivatives and Hedging ActivitiesDerivatives are generally recorded at fair value and shown as Derivative assets or liabilities. Changes in the fair value of the derivative instruments arerecognized in earnings in the period of change, unless the derivative meets certain defined conditions and qualifies as an effective hedge. The normalpurchases and normal sales exception requires, among other things, physical delivery in quantities expected to be used or sold over a reasonable period in thenormal course of business. Contracts that are designated as normal purchases and normal sales are not recorded at fair value. Substantially all of thecommodity contracts entered into by DTE Electric and DTE Gas meet the criteria specified for this exception.37Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between marketparticipants at the measurement date in a principal or most advantageous market. Fair value is a market-based measurement that is determined based oninputs, which refer broadly to assumptions that market participants use in pricing assets and liabilities. These inputs can be readily observable, marketcorroborated or generally unobservable inputs. Management makes certain assumptions it believes that market participants would use in pricing assets andliabilities, including assumptions about risk, and the risks inherent in the inputs to valuation techniques. Credit risk of the Company and our counterpartiesis incorporated in the valuation of the assets and liabilities through the use of credit reserves, the impact of which was immaterial at December 31, 2014 and2013. Management believes it uses valuation techniques that maximize the use of observable market-based inputs and minimize the use of unobservableinputs.The fair values we calculate for our derivatives may change significantly as inputs and assumptions are updated for new information. Actual cashreturns realized on our derivatives may be different from the results we estimate using models. As fair value calculations are estimates based largely oncommodity prices, we perform sensitivity analyses on the fair values of our forward contracts. See sensitivity analysis in Item 7A. Quantitative andQualitative Disclosures About Market Risk. See also the Fair Value section, herein.See Notes 11 and 12 to the Consolidated Financial Statements in Item 8 of this Report, "Fair Value" and "Financial and Other Derivative Instruments".Allowance for Doubtful AccountsWe establish an allowance for doubtful accounts based on historical losses and management's assessment of existing economic conditions, customertrends, and other factors. The allowance for doubtful accounts for our two utilities is calculated using the aging approach that utilizes rates developed inreserve studies and applies these factors to past due receivable balances. We believe the allowance for doubtful accounts is based on reasonable estimates.Asset ImpairmentsGoodwillCertain of our reporting units have goodwill or allocated goodwill resulting from purchase business combinations. We perform an impairment test foreach of our reporting units with goodwill annually or whenever events or circumstances indicate that the value of goodwill may be impaired.In performing Step 1 of the impairment test, we compare the fair value of the reporting unit to its carrying value including goodwill. If the carryingvalue including goodwill were to exceed the fair value of a reporting unit, Step 2 of the test would be performed. Step 2 of the impairment test requires thecarrying value of goodwill to be reduced to its fair value, if lower, as of the test date.For Step 1 of the test, we estimate the reporting unit's fair value using standard valuation techniques, including techniques which use estimates ofprojected future results and cash flows to be generated by the reporting unit. Such techniques generally include a terminal value that utilizes an earningsmultiple approach, which incorporates the current market values of comparable entities. These cash flow valuations involve a number of estimates thatrequire broad assumptions and significant judgment by management regarding future performance. We also employ market-based valuation techniques totest the reasonableness of the indications of value for the reporting units determined under the cash flow technique.We performed our annual impairment test as of October 1, 2014 and determined that the estimated fair value of each reporting unit exceeded its carryingvalue, and no impairment existed. As part of the annual impairment test, we also compared the aggregate fair value of our reporting units to our overallmarket capitalization. The implied premium of the aggregate fair value over market capitalization is likely attributable to an acquisition control premium(the price in excess of a stock's market price that investors typically pay to gain control of an entity). The results of the test and key estimates that wereincorporated are as follows.38As of October 1, 2014 Valuation Date:Reporting Unit Goodwill Fair Value Reduction %(a) Discount Rate Terminal Multiple(b) Valuation Methodology (c) (In millions) Electric $1,208 38% 7% 9.5x DCF, assuming stock saleGas 743 26% 6% 10.5x DCF, assuming stock salePower and Industrial Projects (d) 26 59% 8% 10.0x DCF, assuming asset sale (e)Gas Storage and Pipelines 24 78% 7% 12.5x DCF, assuming asset saleEnergy Trading 17 45% 10% n/a DCF, assuming asset sale $2,018 ______________________________________(a)Percentage by which the fair value of equity of the reporting unit would need to decline to equal its carrying value, including goodwill.(b)Multiple of enterprise value (sum of debt plus equity value) to earnings before interest, taxes, depreciation and amortization (EBITDA).(c)Discounted cash flows (DCF) incorporated 2015-2019 projected cash flows plus a calculated terminal value.(d)Power and Industrial Projects excludes the Biomass reporting unit as this unit has no allocated goodwill.(e)Asset sales were assumed except for Power and Industrial Projects' reduced emissions fuels projects, which assumed stock sales.We perform an annual impairment test each October. In between annual tests, we monitor our estimates and assumptions regarding estimated future cashflows, including the impact of movements in market indicators in future quarters and will update our impairment analyses if a triggering event occurs. Whilewe believe our assumptions are reasonable, actual results may differ from our projections. To the extent projected results or cash flows are revised downward,the reporting unit may be required to write down all or a portion of its goodwill, which would adversely impact our earnings.Long-Lived AssetsWe evaluate the carrying value of our long-lived assets, excluding goodwill, when circumstances indicate that the carrying value of those assets maynot be recoverable. Conditions that could have an adverse impact on the cash flows and fair value of the long-lived assets are deteriorating business climate,condition of the asset, or plans to dispose of the asset before the end of its useful life. The review of long-lived assets for impairment requires significantassumptions about operating strategies and estimates of future cash flows, which require assessments of current and projected market conditions. Animpairment evaluation is based on an undiscounted cash flow analysis at the lowest level for which independent cash flows of long-lived assets can beidentified from other groups of assets and liabilities. Impairment may occur when the carrying value of the asset exceeds the future undiscounted cash flows.When the undiscounted cash flow analysis indicates a long-lived asset is not recoverable, the amount of the impairment loss is determined by measuring theexcess of the long-lived asset over its fair value. An impairment would require us to reduce both the long-lived asset and current period earnings by theamount of the impairment, which would adversely impact our earnings.Pension and Other Postretirement CostsWe sponsor defined benefit pension plans and other postretirement benefit plans for eligible employees of the Company. The measurement of the planobligations and cost of providing benefits under these plans involve various factors, including numerous assumptions and accounting elections. Whendetermining the various assumptions that are required, we consider historical information as well as future expectations. The benefit costs are affected by,among other things, the actual rate of return on plan assets, the long-term expected return on plan assets, the discount rate applied to benefit obligations, theincidence of mortality, the expected remaining service period of plan participants, level of compensation and rate of compensation increases, employee age,length of service, the anticipated rate of increase of health care costs, benefit plan design changes and the level of benefits provided to employees andretirees. Pension and other postretirement benefit costs attributed to the segments are included with labor costs and ultimately allocated to projects within thesegments, some of which are capitalized.39We had pension costs of $179 million in 2014, $228 million in 2013 and $220 million in 2012. Other postretirement benefit costs (credit) were $(123)million in 2014, $(42) million in 2013 and $151 million in 2012. Pension and other postretirement benefit costs (credit) for 2014 are calculated based upon anumber of actuarial assumptions, including an expected long-term rate of return on our plan assets of 7.75% for our pension plans and 8% for our otherpostretirement benefit plans. In developing our expected long-term rate of return assumptions, we evaluated asset class risk and return expectations, as well asinflation assumptions. Projected returns are based on broad equity, bond and other markets. Our 2015 expected long-term rate of return on pension plan assetsis based on an asset allocation assumption utilizing active investment management of 47% in equity markets, 25% in fixed income markets, and 28%invested in other assets. Because of market volatility, we periodically review our asset allocation and rebalance our portfolio when considered appropriate.Given market conditions and financial market risk considerations, we are maintaining our long-term rate of return assumptions for our pension plans and ourother postretirement plans at 7.75% and 8%, respectively for 2015. We believe these rates are reasonable assumptions for the long-term rate of return on ourplan assets for 2015 given our investment strategy. We will continue to evaluate our actuarial assumptions, including our expected rate of return, at leastannually.We calculate the expected return on pension and other postretirement benefit plan assets by multiplying the expected return on plan assets by themarket-related value (MRV) of plan assets at the beginning of the year, taking into consideration anticipated contributions and benefit payments that are tobe made during the year. Current accounting rules provide that the MRV of plan assets can be either fair value or a calculated value that recognizes changesin fair value in a systematic and rational manner over not more than five years. For our pension plans, we use a calculated value when determining the MRVof the pension plan assets and recognize changes in fair value over a three-year period. Accordingly, the future value of assets will be impacted as previouslydeferred gains or losses are recognized. Financial markets in 2014 contributed to our investment performance resulting in unrecognized net gains. As ofDecember 31, 2014, we had $78 million of cumulative gains that remain to be recognized in the calculation of the MRV of pension assets related toinvestment performance in 2014, 2013 and 2012. For our other postretirement benefit plans, we use fair value when determining the MRV of otherpostretirement benefit plan assets, therefore all investment gains and losses have been recognized in the calculation of MRV for these plans.The discount rate that we utilize for determining future pension and other postretirement benefit obligations is based on a yield curve approach and areview of bonds that receive one of the two highest ratings given by a recognized rating agency. The yield curve approach matches projected pension planand other postretirement benefit payment streams with bond portfolios reflecting actual liability duration unique to our plans. The discount rate determinedon this basis decreased to 4.12% for the pension plans and 4.1% for the other postretirement plans at December 31, 2014 from 4.95% at December 31, 2013.The mortality assumptions that we used to determine the pension and other postretirement benefit obligations as of December 31, 2014, were updatedto incorporate the RP-2014 mortality table issued by the Society of Actuaries in 2014 with the MP-2014 generational projection scale, with variations bytype of plan and participant's union status and employment status.We estimate that our 2015 total pension costs will approximate $218 million compared to $179 million in 2014 primarily due to lower discount ratesand changes to the mortality tables, partially offset by greater than expected 2014 returns. Our 2015 other postretirement benefit credit will approximate$(98) million compared to $(123) million in 2014 due to lower than expected returns, lower discount rate and changes to the mortality tables, partially offsetby the continued impact of plan design changes and favorable retiree medical utilization trends. Our health care trend rate for pre-65 participants assumes7.5% for 2015, and 7% for 2016 and 2017, 6.5% for 2018, 6% in 2019, 5.75% in 2020, 5.5% in 2021, 5.25% in 2022, 5% in 2023, 4.75% in 2024, and 4.5%in 2025 and beyond. Our health care trend rate for post-65 participants assumes 6.5% for 2015 and 6.25% for 2016 and 2017, 6% in 2018, 5.75% in 2019,5.5% in 2020, 5.25% in 2021, 5% in 2022, 4.75% in 2023, and 4.5% in 2024 and beyond. Future actual pension and other postretirement benefit costs(credit) will depend on future investment performance, changes in future discount rates and various other factors related to plan design.Lowering the expected long-term rate of return on our plan assets by one percentage point would have increased our 2014 pension costs byapproximately $33 million. Lowering the discount rate and the salary increase assumptions by one percentage point would have increased our 2014 pensioncosts by approximately $18 million. Lowering the expected long-term rate of return on our plan assets by one percentage point would have decreased our2014 other postretirement credit by approximately $15 million. Lowering the discount rate assumption by one percentage point would have decreased our2014 other postretirement credit by approximately $24 million. Lowering the health care cost trend assumptions by one percentage point would haveincreased our other postretirement credit for 2014 by approximately $7 million.40The value of our qualified pension and other postretirement benefit plan assets was $5.5 billion at December 31, 2014 and $5.2 billion at December 31,2013. At December 31, 2014, our qualified pension plans were underfunded by $1.17 billion and our other postretirement benefit plans were underfunded by$517 million. The 2014 funding levels generally declined due to decreased discount rates and a change in the mortality tables.Pension and other postretirement costs and pension cash funding requirements may increase in future years without typical returns in the financialmarkets. We made contributions to our qualified pension plans of $188 million in 2014 and $277 million in 2013. At the discretion of management,consistent with the Pension Protection Act of 2006, and depending upon financial market conditions, we anticipate making contributions to our qualifiedpension plans of up to $180 million in 2015 and up to $875 million over the next five years. We made other postretirement benefit plan contributions of$24 million in 2014 and $264 million in 2013. We are required by orders issued by the MPSC to make other postretirement benefit contributions at leastequal to the amounts included in our utilities' base rates. As a result, we anticipate making up to a $200 million contribution to our other postretirement plansin 2015 and, subject to MPSC funding requirements, up to $250 million over the next five years. The planned contributions will be made in cash or acombination of cash and DTE Energy common stock.See Note 18 to the Consolidated Financial Statements in Item 8 of this Report, "Retirement Benefits and Trusteed Assets".Legal ReservesWe are involved in various legal proceedings, claims and litigation arising in the ordinary course of business. We regularly assess our liabilities andcontingencies in connection with asserted or potential matters, and establish reserves when appropriate. Legal reserves are based upon management’sassessment of pending and threatened legal proceedings and claims against us.Insured and Uninsured RisksOur comprehensive insurance program provides coverage for various types of risks. Our insurance policies cover risk of loss including propertydamage, general liability, workers’ compensation, auto liability, and directors’ and officers’ liability. Under our risk management policy, we self-insureportions of certain risks up to specified limits, depending on the type of exposure. The maximum self-insured retention for various risks is $10 million forproperty damage, $7 million for general liability, $9 million for workers’ compensation and $7 million for auto liability. We have an actuarially determinedestimate of our incurred but not reported (IBNR) liability prepared annually and we adjust our reserves for self-insured risks as appropriate. As ofDecember 31, 2014, this IBNR liability was approximately $32 million.Accounting for Tax ObligationsWe are required to make judgments regarding the potential tax effects of various financial transactions and results of operations in order to estimate ourobligations to taxing authorities. We account for uncertain income tax positions using a benefit recognition model with a two-step approach, a more-likely-than-not recognition criterion and a measurement attribute that measures the position as the largest amount of tax benefit that is greater than 50% likely ofbeing realized upon ultimate settlement. If the benefit does not meet the more likely than not criteria for being sustained on its technical merits, no benefitwill be recorded. Uncertain tax positions that relate only to timing of when an item is included on a tax return are considered to have met the recognitionthreshold. We also have non-income tax obligations related to property, sales and use and employment-related taxes and ongoing appeals related to these taxmatters.Accounting for tax obligations requires judgments, including assessing whether tax benefits are more likely than not to be sustained, and estimatingreserves for potential adverse outcomes regarding tax positions that have been taken. We also assess our ability to utilize tax attributes, including those in theform of carry-forwards, for which the benefits have already been reflected in the financial statements. We believe the resulting tax reserve balances as ofDecember 31, 2014 and 2013 are appropriate. The ultimate outcome of such matters could result in favorable or unfavorable adjustments to our consolidatedfinancial statements and such adjustments could be material.See Note 9 to the Consolidated Financial Statements in Item 8 of this Report, "Income Taxes".NEW ACCOUNTING PRONOUNCEMENTSSee Note 3 to the Consolidated Financial Statements in Item 8 of this Report, "New Accounting Pronouncements".41FAIR VALUEDerivatives are generally recorded at fair value and shown as Derivative Assets or Liabilities. Contracts we typically classify as derivative instrumentsinclude power, natural gas, oil and certain coal forwards, futures, options and swaps, and foreign currency exchange contracts. Items we do not generallyaccount for as derivatives include natural gas inventory, pipeline transportation contracts, renewable energy credits and storage assets. See Notes 11 and 12to the Consolidated Financial Statements in Item 8 of this Report, "Fair Value" and "Financial and Other Derivative Instruments".The tables below do not include the expected earnings impact of non-derivative natural gas storage, transportation, certain power contracts andrenewable energy credits which are subject to accrual accounting. Consequently, gains and losses from these positions may not match with the relatedphysical and financial hedging instruments in some reporting periods, resulting in volatility in DTE Energy’s reported period-by-period earnings; however,the financial impact of the timing differences will reverse at the time of physical delivery and/or settlement.The Company manages its MTM risk on a portfolio basis based upon the delivery period of its contracts and the individual components of the riskswithin each contract. Accordingly, the Company records and manages the energy purchase and sale obligations under its contracts in separate componentsbased on the commodity (e.g. electricity or natural gas), the product (e.g. electricity for delivery during peak or off-peak hours), the delivery location (e.g. byregion), the risk profile (e.g. forward or option), and the delivery period (e.g. by month and year).The Company has established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value in three broad levels.The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowestpriority to unobservable inputs (Level 3). For further discussion of the fair value hierarchy, see Note 11 to the Consolidated Financial Statements in Item 8 ofthis Report, "Fair Value".The following tables provide details on changes in our MTM net asset (or liability) position during 2014: Total (In millions)MTM at December 31, 2013$(112)Reclassify to realized upon settlement94Changes in fair value recorded to income79Amounts recorded to unrealized income173Changes in fair value recorded in regulatory liabilities8Change in collateral held by (for) others28Option premiums received and other(10)MTM at December 31, 2014$87The table below shows the maturity of our MTM positions. The positions from 2018 and beyond principally represent longer tenor gas structuredtransactions:Source of Fair Value 2015 2016 2017 2018 and Beyond Total Fair Value (In millions)Level 1 $(3) $(7) $(3) $— $(13)Level 2 48 4 5 — 57Level 3 (3) 6 — 21 24MTM before collateral adjustments $42 $3 $2 $21 68Collateral adjustments 19MTM at December 31, 2014 $8742Item 7A. Quantitative and Qualitative Disclosures About Market RiskMarket Price RiskThe Electric and Gas businesses have commodity price risk, primarily related to the purchases of coal, natural gas, uranium and electricity. However,the Company does not bear significant exposure to earnings risk as such changes are included in the PSCR and GCR regulatory rate-recovery mechanisms. Inaddition, changes in the price of natural gas can impact the valuation of lost and stolen gas, storage sales and transportation services revenue at the Gassegment. Gas segment manages its market price risk related to storage sales revenue primarily through the sale of long-term storage contracts. The Companyis exposed to short-term cash flow or liquidity risk as a result of the time differential between actual cash settlements and regulatory rate recovery.Our Gas Storage and Pipelines business segment has exposure to natural gas price fluctuations which impact the pricing for natural gas storage andtransportation. The Company manages its exposure through the use of short, medium and long-term storage and transportation contracts.Our Power and Industrial Projects business segment is subject to electricity and natural gas product price risk. The Company manages its exposures tocommodity price risk through the use of long-term contracts.Our Energy Trading business segment has exposure to electricity, natural gas, coal, crude oil, heating oil, and foreign currency exchange pricefluctuations. These risks are managed by our energy marketing and trading operations through the use of forward energy, capacity, storage, options andfutures contracts, within pre-determined risk parameters.Credit RiskBankruptciesThe Company purchases and sells electricity, natural gas, coal, coke and other energy products from and to governmental entities and numerouscompanies operating in the steel, automotive, energy, retail, financial and other industries. Certain of its customers have filed for bankruptcy protection underthe U.S. Bankruptcy Code. The Company regularly reviews contingent matters relating to these customers and its purchase and sale contracts and recordsprovisions for amounts considered at risk of probable loss. The Company believes its accrued amounts are adequate for probable loss.OtherWe engage in business with customers that are non-investment grade. We closely monitor the credit ratings of these customers and, when deemednecessary, we request collateral or guarantees from such customers to secure their obligations.Trading ActivitiesWe are exposed to credit risk through trading activities. Credit risk is the potential loss that may result if our trading counterparties fail to meet theircontractual obligations. We utilize both external and internal credit assessments when determining the credit quality of our trading counterparties.43The following table displays the credit quality of our trading counterparties as of December 31, 2014: Credit ExposureBefore CashCollateral CashCollateral Net CreditExposure (In millions)Investment Grade (a) A− and Greater$203 $— $203BBB+ and BBB229 — 229BBB−61 — 61Total Investment Grade493 — 493Non-investment grade (b)2 — 2Internally Rated — investment grade (c)240 (1) 239Internally Rated — non-investment grade (d)16 (1) 15Total$751 $(2) $749_______________________________________(a)This category includes counterparties with minimum credit ratings of Baa3 assigned by Moody’s Investors Service (Moody’s) and BBB- assigned by Standard & Poor’s RatingGroup, a division of McGraw-Hill Companies, Inc. (Standard & Poor’s). The five largest counterparty exposures, combined, for this category represented approximately 14% ofthe total gross credit exposure.(b)This category includes counterparties with credit ratings that are below investment grade. The five largest counterparty exposures, combined, for this category represented lessthan 1% of the total gross credit exposure.(c)This category includes counterparties that have not been rated by Moody’s or Standard & Poor’s, but are considered investment grade based on DTE Energy’s evaluation of thecounterparty’s creditworthiness. The five largest counterparty exposures, combined, for this category represented approximately 14% of the total gross credit exposure.(d)This category includes counterparties that have not been rated by Moody’s or Standard & Poor’s, and are considered non-investment grade based on DTE Energy’s evaluation ofthe counterparty’s creditworthiness. The five largest counterparty exposures, combined, for this category represented approximately 2% of the total gross credit exposure.Interest Rate RiskWe are subject to interest rate risk in connection with the issuance of debt. In order to manage interest costs, we may use treasury locks and interest rateswap agreements. Our exposure to interest rate risk arises primarily from changes in U.S. Treasury rates, commercial paper rates and London Inter-BankOffered Rates (LIBOR). As of December 31, 2014, we had a floating rate debt-to-total debt ratio of approximately 4.6% (excluding securitized debt).Foreign Currency Exchange RiskWe have foreign currency exchange risk arising from market price fluctuations associated with fixed priced contracts. These contracts are denominatedin Canadian dollars and are primarily for the purchase and sale of natural gas and power as well as for long-term transportation capacity. To limit ourexposure to foreign currency exchange fluctuations, we have entered into a series of foreign currency exchange forward contracts through April 2019.Summary of Sensitivity AnalysisWe performed a sensitivity analysis on the fair values of our commodity contracts, long-term debt obligations and foreign currency exchange forwardcontracts. The commodity contracts and foreign currency exchange risk listed below principally relate to our energy marketing and trading activities. Thesensitivity analysis involved increasing and decreasing forward rates at December 31, 2014 and 2013 by a hypothetical 10% and calculating the resultingchange in the fair values.44The results of the sensitivity analysis calculations as of December 31, 2014 and 2013: Assuming a10% Increase in Rates Assuming a10% Decrease in Rates As of December 31, As of December 31, Activity 2014 2013 2014 2013 Change in the Fair Value of (In millions) Gas contracts $(4) $(21) $5 $21 Commodity contractsPower contracts $— $14 $— $(13) Commodity contractsInterest rate risk $(336) $(291) $356 $309 Long-term debtForeign currency exchange risk $— $— $— $— Forward contractsDiscount rates $— $— $— $— Commodity contractsFor further discussion of market risk, see Management's Discussion and Analysis in Item 7 of this Report and Note 12 to the Consolidated FinancialStatements in Item 8 of this Report, "Financial and Other Derivative Instruments".45Item 8. Financial Statements and Supplementary DataThe following consolidated financial statements and financial statement schedule are included herein. PageControls and Procedures47Report of Independent Registered Public Accounting Firm48Consolidated Statements of Operations49Consolidated Statements of Comprehensive Income50Consolidated Statements of Financial Position51Consolidated Statements of Cash Flows53Consolidated Statements of Changes in Equity54Notes to Consolidated Financial Statements55Note 1. Organization and Basis of Presentation55Note 2. Significant Accounting Policies57Note 3. New Accounting Pronouncements61Note 4. Discontinued Operations62Note 5. Property, Plant and Equipment63Note 6. Jointly Owned Utility Plant64Note 7. Asset Retirement Obligations64Note 8. Regulatory Matters65Note 9. Income Taxes70Note 10. Earnings Per Share72Note 11. Fair Value73Note 12. Financial and Other Derivative Instruments78Note 13. Long-Term Debt83Note 14. Preferred and Preference Securities85Note 15. Short-Term Credit Arrangements and Borrowings85Note 16. Capital and Operating Leases86Note 17. Commitments and Contingencies87Note 18. Retirement Benefits and Trusteed Assets92Note 19. Stock-Based Compensation103Note 20. Segment and Related Information105Note 21. Supplementary Quarterly Financial Information (Unaudited)108Note 22. Subsequent Event108Financial Statement Schedule Schedule II — Valuation and Qualifying Accounts11846Controls and Procedures(a) Evaluation of disclosure controls and proceduresManagement of the Company carried out an evaluation, under the supervision and with the participation of DTE Energy’s Chief Executive Officer(CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2014, which is the end of the period covered by this report. Based on this evaluation, theCompany’s CEO and CFO have concluded that such disclosure controls and procedures are effective in providing reasonable assurance that informationrequired to be disclosed by the Company in reports that it files or submits under the Exchange Act (i) is recorded, processed, summarized and reported withinthe time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to the Company’s management, including its CEO andCFO, as appropriate to allow timely decisions regarding required disclosure. Due to the inherent limitations in the effectiveness of any disclosure controlsand procedures, management cannot provide absolute assurance that the objectives of its disclosure controls and procedures will be attained.(b) Management’s report on internal control over financial reportingManagement of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as such term is definedin Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process designed by, or under the supervision of, our CEO andCFO, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of anyevaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degreeof compliance with the policies or procedures may deteriorate.Management of the Company has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014. Inmaking this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 COSO) inInternal Control - Integrated Framework. Based on this assessment, management concluded that, as of December 31, 2014, the Company’s internal controlover financial reporting was effective based on those criteria.The effectiveness of the Company’s internal control over financial reporting as of December 31, 2014 has been audited by PricewaterhouseCoopersLLP, an independent registered public accounting firm who also audited the Company’s financial statements, as stated in their report which appears herein.(c) Changes in internal control over financial reportingThere have been no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2014 that havematerially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.47REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Shareholders ofDTE Energy CompanyIn our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of DTEEnergy Company and its subsidiaries at December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in theperiod ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion,the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read inconjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internalcontrol over financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework (2013 COSO) issued bythe Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for these financial statements andfinancial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal controlover financial reporting, included in the accompanying Management’s report on internal control over financial reporting. Our responsibility is to expressopinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on ourintegrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Thosestandards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatementand whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements includedexamining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used andsignificant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reportingincluded obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as weconsidered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal controlover financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate./s/ PricewaterhouseCoopers LLPDetroit, MichiganFebruary 13, 201548DTE Energy CompanyConsolidated Statements of Operations Year Ended December 31, 2014 2013 2012 (In millions, except per share amounts)Operating Revenues$12,301 $9,661 $8,791 Operating Expenses Fuel, purchased power and gas5,879 4,055 3,296Operation and maintenance3,347 2,978 2,892Depreciation, depletion and amortization1,145 1,094 995Taxes other than income352 340 332Asset (gains) losses and impairments, net(12) (9) (3) 10,711 8,458 7,512Operating Income1,590 1,203 1,279 Other (Income) and Deductions Interest expense429 436 440Interest income(10) (9) (10)Other income(196) (201) (173)Other expenses92 55 62 315 281 319Income Before Income Taxes1,275 922 960 Income Tax Expense364 254 286 Income from Continuing Operations911 668 674 Loss from Discontinued Operations, net of tax— — (56) Net Income911 668 618 Less: Net Income Attributable to Noncontrolling Interests6 7 8 Net Income Attributable to DTE Energy Company$905 $661 $610 Basic Earnings per Common Share Income from continuing operations$5.11 $3.76 $3.89Loss from discontinued operations, net of tax— — (0.33)Total$5.11 $3.76 $3.56 Diluted Earnings per Common Share Income from continuing operations$5.10 $3.76 $3.88Loss from discontinued operations, net of tax— — (0.33)Total$5.10 $3.76 $3.55 Weighted Average Common Shares Outstanding Basic177 175 171Diluted177 175 172Dividends Declared per Common Share$2.69 $2.59 $2.42See Notes to Consolidated Financial Statements49DTE Energy CompanyConsolidated Statements of Comprehensive Income Year Ended December 31, 2014 2013 2012 (In millions)Net Income$911 $668 $618 Other comprehensive income (loss), net of tax: Benefit obligations, net of taxes of $(9), $13 and $(1), respectively(18) 22 (2)Net unrealized gains on investments during the period, net of taxes of $1, $1 and $1, respectively1 2 1Foreign currency translation, net of taxes of $(2), $(1) and $—, respectively(2) (2) 1Other comprehensive income (loss)(19) 22 — Comprehensive income892 690 618Less comprehensive income attributable to noncontrolling interests6 7 8Comprehensive income attributable to DTE Energy Company$886 $683 $610See Notes to Consolidated Financial Statements50DTE Energy CompanyConsolidated Statements of Financial Position December 31, 2014 2013 (In millions)ASSETSCurrent Assets Cash and cash equivalents$48 $52Restricted cash, principally Securitization120 123Accounts receivable (less allowance for doubtful accounts of $54 and $55, respectively) Customer1,504 1,542Other94 127Inventories Fuel and gas512 363Materials and supplies292 265Derivative assets128 99Regulatory assets76 26Other313 209 3,087 2,806Investments Nuclear decommissioning trust funds1,241 1,191Other628 603 1,869 1,794Property Property, plant and equipment26,538 25,123Less accumulated depreciation, depletion and amortization(9,718) (9,323) 16,820 15,800Other Assets Goodwill2,018 2,018Regulatory assets3,651 2,837Securitized regulatory assets34 231Intangible assets102 122Notes receivable90 102Derivative assets44 27Other259 198 6,198 5,535Total Assets$27,974 $25,935See Notes to Consolidated Financial Statements51DTE Energy CompanyConsolidated Statements of Financial Position — (Continued) December 31, 2014 2013 (In millions, except shares)LIABILITIES AND EQUITYCurrent Liabilities Accounts payable$973 $962Accrued interest86 90Dividends payable122 116Short-term borrowings398 131Current portion long-term debt, including capital leases274 898Derivative liabilities77 195Regulatory liabilities153 302Other494 495 2,577 3,189Long-Term Debt (net of current portion) Mortgage bonds, notes and other7,860 6,618Securitization bonds— 105Junior subordinated debentures480 480Capital lease obligations3 11 8,343 7,214Other Liabilities Deferred income taxes3,776 3,321Regulatory liabilities667 862Asset retirement obligations1,962 1,827Unamortized investment tax credit41 47Derivative liabilities8 43Accrued pension liability1,280 653Accrued postretirement liability515 350Nuclear decommissioning182 178Other281 297 8,712 7,578Commitments and Contingencies (Notes 8 and 17) Equity Common stock, without par value, 400,000,000 shares authorized, 176,991,231 and 177,087,230 shares issued and outstanding,respectively3,904 3,907Retained earnings4,578 4,150Accumulated other comprehensive loss(155) (136)Total DTE Energy Company Equity8,327 7,921Noncontrolling interests15 33Total Equity8,342 7,954Total Liabilities and Equity$27,974 $25,935See Notes to Consolidated Financial Statements52DTE Energy CompanyConsolidated Statements of Cash Flows Year Ended December 31, 2014 2013 2012 (In millions)Operating Activities Net Income$911 $668 $618Adjustments to reconcile net income to net cash from operating activities: Depreciation, depletion and amortization1,145 1,094 1,018Nuclear fuel amortization48 38 29Allowance for equity funds used during construction(21) (15) (13)Deferred income taxes356 164 47Loss on sale of non-utility business— — 83Asset (gains) losses and impairments, net(4) (8) 1Changes in assets and liabilities: Accounts receivable, net48 (154) 52Inventories(177) 123 35Accounts payable128 14 40Accrued pension obligation627 (644) 280Accrued postretirement obligation165 (526) (323)Derivative assets and liabilities(199) 107 53Regulatory assets and liabilities(1,177) 1,269 278Other assets(30) (24) 55Other liabilities19 48 (44)Net cash from operating activities1,839 2,154 2,209Investing Activities Plant and equipment expenditures — utility(1,784) (1,534) (1,451)Plant and equipment expenditures — non-utility(265) (342) (369)Proceeds from sale of non-utility business— — 255Proceeds from sale of assets45 36 38Acquisition, net of cash acquired— — (198)Proceeds from sale of nuclear decommissioning trust fund assets1,146 1,118 759Investment in nuclear decommissioning trust funds(1,156) (1,134) (764)Other(46) (50) (39)Net cash used for investing activities(2,060) (1,906) (1,769)Financing Activities Issuance of long-term debt, net of issuance costs1,736 1,234 759Redemption of long-term debt(1,237) (961) (639)Short-term borrowings, net267 (109) (179)Issuance of common stock— 39 39Repurchase of common stock(52) — —Dividends on common stock(470) (445) (407)Other(27) (19) (16)Net cash from (used for) financing activities217 (261) (443)Net Decrease in Cash and Cash Equivalents(4) (13) (3)Cash and Cash Equivalents at Beginning of Period52 65 68Cash and Cash Equivalents at End of Period$48 $52 $65 Supplemental disclosure of cash information Cash paid (received) for: Interest (net of interest capitalized)$415 $418 $438Income taxes$(35) $121 $173 Supplemental disclosure of non-cash investing and financing activities Plant and equipment expenditures in accounts payable$212 $329 $235See Notes to Consolidated Financial Statements53DTE Energy CompanyConsolidated Statements of Changes in Equity Accumulated Other Non- Common Stock Retained Comprehensive Controlling Shares Amount Earnings Income (Loss) Interest Total (Dollars in millions, shares in thousands)Balance, December 31, 2011169,247 $3,417 $3,750 $(158) $44 $7,053Net Income— — 610 — 8 618Dividends declared on common stock— — (414) — — (414)Issuance of common stock684 39 — — — 39Contribution of common stock to pension plan1,335 80 — — — 80Benefit obligations, net of tax— — — (2) — (2)Net change in unrealized losses on investments, net of tax— — — 1 — 1Foreign currency translation, net of tax— — — 1 — 1Stock-based compensation, distributions to noncontrollinginterests and other1,086 51 (2) — (14) 35Balance, December 31, 2012172,352 $3,587 $3,944 $(158) $38 $7,411Net Income— — 661 — 7 668Dividends declared on common stock— — (454) — — (454)Issuance of common stock589 39 — — — 39Contribution of common stock to pension plan3,026 200 — — — 200Benefit obligations, net of tax— — — 22 — 22Net change in unrealized losses on investments, net of tax— — — 2 — 2Foreign currency translation, net of tax (2) (2)Stock-based compensation, distributions to noncontrollinginterests and other1,120 81 (1) — (12) 68Balance, December 31, 2013177,087 $3,907 $4,150 $(136) $33 $7,954Net Income— — 905 — 6 911Dividends declared on common stock— — (476) — — (476)Repurchase of common stock(713) (52) — — — (52)Benefit obligations, net of tax— — — (18) — (18)Net change in unrealized losses on investments, net of tax— — — 1 — 1Foreign currency translation, net of tax (2) (2)Stock-based compensation, distributions to noncontrollinginterests and other617 49 (1) — (24) 24Balance, December 31, 2014176,991 $3,904 $4,578 $(155) $15 $8,342See Notes to Consolidated Financial Statements54DTE Energy CompanyNotes to Consolidated Financial StatementsNOTE 1 — ORGANIZATION AND BASIS OF PRESENTATIONCorporate StructureDTE Energy owns the following businesses:•DTE Electric is an electric utility engaged in the generation, purchase, distribution and sale of electricity to approximately 2.1 million customersin southeastern Michigan;•DTE Gas is a natural gas utility engaged in the purchase, storage, transportation, distribution and sale of natural gas to approximately 1.2 millioncustomers throughout Michigan and the sale of storage and transportation capacity; and•Other businesses involved in 1) natural gas pipelines, gathering and storage; 2) power and industrial projects; and 3) energy marketing and tradingoperations.DTE Electric and DTE Gas are regulated by the MPSC. Certain activities of DTE Electric and DTE Gas, as well as various other aspects of businessesunder DTE Energy are regulated by the FERC. In addition, the Company is regulated by other federal and state regulatory agencies including the NRC, theEPA, the MDEQ and the CFTC.References in this Report to “we”, “us”, “our”, “Company” or “DTE” are to DTE Energy and its subsidiaries, collectively.Basis of PresentationThe accompanying Consolidated Financial Statements are prepared using accounting principles generally accepted in the United States of America.These accounting principles require management to use estimates and assumptions that impact reported amounts of assets, liabilities, revenues and expenses,and the disclosure of contingent assets and liabilities. Actual results may differ from the Company’s estimates.Principles of ConsolidationThe Company consolidates all majority-owned subsidiaries and investments in entities in which it has controlling influence. Non-majority ownedinvestments are accounted for using the equity method when the Company is able to influence the operating policies of the investee. When the Companydoes not influence the operating policies of an investee, the cost method is used. These Consolidated Financial Statements also reflect the Company'sproportionate interests in certain jointly owned utility plants. The Company eliminates all intercompany balances and transactions.The Company evaluates whether an entity is a VIE whenever reconsideration events occur. The Company consolidates VIEs for which it is the primarybeneficiary. If the Company is not the primary beneficiary and an ownership interest is held, the VIE is accounted for under the equity method of accounting.When assessing the determination of the primary beneficiary, the Company considers all relevant facts and circumstances, including: the power, throughvoting or similar rights, to direct the activities of the VIE that most significantly impact the VIE's economic performance and the obligation to absorb theexpected losses and/or the right to receive the expected returns of the VIE. The Company performs ongoing reassessments of all VIEs to determine if theprimary beneficiary status has changed.Legal entities within the Company's Power and Industrial Projects segment enter into long-term contractual arrangements with customers to supplyenergy-related products or services. The entities are generally designed to pass-through the commodity risk associated with these contracts to the customers,with the Company retaining operational and customer default risk. These entities generally are VIEs and consolidated when the Company is the primarybeneficiary. In addition, we have interests in certain VIEs through which we share control of all significant activities for those entities with our partners, andtherefore are accounted for under the equity method.55DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)The Company has variable interests in VIEs through certain of its long-term purchase and sale contracts. As of December 31, 2014, the carrying amountof assets and liabilities in the Consolidated Statements of Financial Position that relate to its variable interests under long-term purchase and sale contractsare predominately related to working capital accounts and generally represent the amounts owed by or to the Company for the deliveries associated with thecurrent billing cycle under the contracts. The Company has not provided any significant form of financial support associated with these long-term contracts.There is no significant potential exposure to loss as a result of its variable interests through these long-term purchase and sale contracts.In 2001, DTE Electric financed a regulatory asset related to Fermi 2 and certain other regulatory assets through the sale of rate reduction bonds by awholly-owned special purpose entity, Securitization. DTE Electric performs servicing activities including billing and collecting surcharge revenue forSecuritization. This entity is a VIE and is consolidated by the Company.The maximum risk exposure for consolidated VIEs is reflected on the Company's Consolidated Statements of Financial Position. For non-consolidatedVIEs, the maximum risk exposure is generally limited to its investment and amounts which it has guaranteed.The following table summarizes the major balance sheet items for consolidated VIEs as of December 31, 2014 and 2013. All assets and liabilities of aconsolidated VIE are presented where it has been determined that a consolidated VIE has either (1) assets that can be used only to settle obligations of theVIE or (2) liabilities for which creditors do not have recourse to the general credit of the primary beneficiary. VIEs, in which the Company holds a majorityvoting interest and is the primary beneficiary, that meet the definition of a business and whose assets can be used for purposes other than the settlement of theVIE's obligations have been excluded from the table below. December 31, 2014 December 31, 2013 Securitization Other Total Securitization Other Total (In millions)ASSETS Cash and cash equivalents$— $7 $7 $— $12 $12Restricted cash96 8 104 100 8 108Accounts receivable26 15 41 34 16 50Inventories— 67 67 — 118 118Property, plant and equipment, net— 81 81 — 99 99Securitized regulatory assets34 — 34 231 — 231Other current and long-term assets1 6 7 4 9 13 $157 $184 $341 $369 $262 $631LIABILITIES Accounts payable and accruedcurrent liabilities$3 $8 $11 $7 $23 $30Current portion long-term debt,including capital leases105 10 115 196 9 205Current regulatory liabilities32 — 32 43 — 43Mortgage bonds, notes and other— 15 15 — 21 21Securitization bonds— — — 105 — 105Capital lease obligations— 3 3 — 7 7Other current and long-term liabilities9 6 15 8 6 14 $149 $42 $191 $359 $66 $425Amounts for non-consolidated VIEs as of December 31, 2014 and 2013 are as follows: December 31, 2014 December 31, 2013 (In millions)Other investments$134 $141Notes receivable$15 $856DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)NOTE 2 — SIGNIFICANT ACCOUNTING POLICIESRevenuesRevenues from the sale and delivery of electricity, and the sale, delivery and storage of natural gas are recognized as services are provided. DTE Electricand DTE Gas record revenues for electricity and gas provided but unbilled at the end of each month. Rates for DTE Electric and DTE Gas include provisionsto adjust billings for fluctuations in fuel and purchased power costs, cost of natural gas and certain other costs. Revenues are adjusted for differences betweenactual costs subject to reconciliation and the amounts billed in current rates. Under or over recovered revenues related to these cost recovery mechanisms arerecorded on the Consolidated Statements of Financial Position and are recovered or returned to customers through adjustments to the billing factors.For further discussion of recovery mechanisms authorized by the MPSC see Note 8 to the Consolidated Financial Statements, "Regulatory Matters".Non-utility businesses recognize revenues as services are provided and products are delivered. For discussion of derivative contracts see Note 12 to theConsolidated Financial Statements, "Financial and Other Derivative Instruments".Other IncomeOther income is recognized for non-operating income such as equity earnings, allowance for equity funds used during construction and contractservices. Power & Industrial Projects also recognizes Other income in connection with the sale of membership interests in reduced emissions fuel facilities toinvestors. In exchange for the cash received, the investors will receive a portion of the economic attributes of the facilities, including income tax attributes.The transactions are not treated as a sale of membership interests for financial reporting purposes. Other income is considered earned when refined coal isproduced and tax credits are generated. Power & Industrial Projects recognized approximately $78 million, $81 million and $63 million of Other income forthe years ended December 31, 2014, 2013 and 2012, respectively.Accounting for ISO TransactionsDTE Electric participates in the energy market through MISO. MISO requires that we submit hourly day-ahead, real- time and FTR bids and offers forenergy at locations across the MISO region. DTE Electric accounts for MISO transactions on a net hourly basis in each of the day-ahead, real-time and FTRmarkets and net transactions across all MISO energy market locations. In any single hour DTE Electric records net purchases in Fuel, purchased power andgas and net sales in Operating revenues on the Consolidated Statements of Operations.Energy Trading participates in the energy markets through various independent system operators and regional transmission organizations (ISOs andRTOs). These markets require that Energy Trading submits hourly day-ahead, real-time bids and offers for energy at locations across each region. EnergyTrading submits bids in the annual and monthly auction revenue rights and FTR auctions to the regional transmission organizations. Energy Tradingaccounts for these transactions on a net hourly basis for the day-ahead, real-time and FTR markets. These transactions are related to trading contracts whichare presented on a net basis in Operating Revenues in the Consolidated Statements of Operations.DTE Electric and Energy Trading record accruals for future net purchases adjustments based on historical experience, and reconcile accruals to actualcosts when invoices are received from MISO, and other ISOs and RTOs.Changes in Accumulated Other Comprehensive LossComprehensive income (loss) is the change in common shareholders’ equity during a period from transactions and events from non-owner sources,including net income. The amounts recorded to accumulated other comprehensive loss include unrealized gains and losses from derivatives accounted for ascash flow hedges, unrealized gains and losses on available-for-sale securities and the Company’s interest in other comprehensive income of equity investees,which comprise the net unrealized gains and losses on investments, changes in benefit obligations, consisting of deferred actuarial losses, prior service costs,and foreign currency translation adjustments.57DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)The following table summarizes the changes in Accumulated other comprehensive loss by component for the years ended December 31, 2014 and2013: Changes in Accumulated Other Comprehensive Loss by Component (a) NetUnrealizedGain/(Loss)on Derivatives NetUnrealizedGain/(Loss)on Investments BenefitObligations(b) ForeignCurrencyTranslation Total (In millions)Balance, January 1, 2013$(4) $(8) $(148) $2 $(158)Other comprehensive income (loss) before reclassifications— 2 13 (2) 13Amounts reclassified from accumulated other comprehensive income— — 9 — 9Net current-period other comprehensive income (loss)— 222(2)22Balance, December 31, 2013$(4) $(6)$(126)$—$(136)Other comprehensive income (loss) before reclassifications— 1 (25) (2) (26)Amounts reclassified from accumulated other comprehensive income— — 7 — 7Net current-period other comprehensive income (loss)— 1(18)(2)(19)Balance, December 31, 2014$(4) $(5)$(144)$(2)$(155)______________________________________(a)All amounts are net of tax.(b)The amounts reclassified from accumulated other comprehensive income (loss) are included in the computation of the net periodic pension and other postretirement benefit costs(see Note 18 to the Consolidated Financial Statements "Retirement Benefits and Trusteed Assets").Cash, Cash Equivalents and Restricted CashCash and cash equivalents include cash on hand, cash in banks and temporary investments purchased with remaining maturities of three months or less.Restricted cash consists of funds held to satisfy requirements of certain debt, primarily Securitization bonds, and partnership operating agreements. Restrictedcash designated for interest and principal payments within one year is classified as a current asset.ReceivablesAccounts receivable are primarily composed of trade receivables and unbilled revenue. Our accounts receivable are stated at net realizable value.The allowance for doubtful accounts for DTE Electric and DTE Gas is generally calculated using the aging approach that utilizes rates developed inreserve studies. We establish an allowance for uncollectible accounts based on historical losses and management’s assessment of existing economicconditions, customer trends, and other factors. Customer accounts are generally considered delinquent if the amount billed is not received by the due date,which is typically in 21 days, however, factors such as assistance programs may delay aggressive action. We assess late payment fees on trade receivablesbased on past-due terms with customers. Customer accounts are written off when collection efforts have been exhausted. The time period for write-off is 150days after service has been terminated.The customer allowance for doubtful accounts for our other businesses is calculated based on specific review of probable future collections based onreceivable balances in excess of 30 days.Unbilled revenues of $773 million and $815 million are included in customer accounts receivable at December 31, 2014 and 2013, respectively.Notes ReceivableNotes receivable, or financing receivables, are primarily comprised of capital lease receivables and loans and are included in Notes receivable andOther current assets on the Company’s Consolidated Statements of Financial Position.58DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)Notes receivable are typically considered delinquent when payment is not received for periods ranging from 60 to 120 days. The Company ceasesaccruing interest (nonaccrual status), considers a note receivable impaired, and establishes an allowance for credit loss when it is probable that all principaland interest amounts due will not be collected in accordance with the contractual terms of the note receivable. Cash payments received on nonaccrual statusnotes receivable, that do not bring the account contractually current, are first applied to contractually owed past due interest, with any remainder applied toprincipal. Accrual of interest is generally resumed when the note receivable becomes contractually current.In determining the allowance for credit losses for notes receivable, we consider the historical payment experience and other factors that are expected tohave a specific impact on the counterparty’s ability to pay. In addition, the Company monitors the credit ratings of the counterparties from which we havenotes receivable.InventoriesThe Company generally values inventory at average cost.Natural gas inventory of $43 million and $4 million as of December 31, 2014 and 2013, respectively, at DTE Gas is determined using the last-in, first-out (LIFO) method. At December 31, 2014, the replacement cost of gas remaining in storage exceeded the LIFO cost by $110 million. At December 31, 2013,the replacement cost of gas remaining in storage exceeded the LIFO cost by $170 million.Property, Retirement and Maintenance, and Depreciation, Depletion and AmortizationProperty is stated at cost and includes construction-related labor, materials, overheads and AFUDC for utility property. The cost of utility propertiesretired is charged to accumulated depreciation. Expenditures for maintenance and repairs are charged to expense when incurred, except for Fermi 2.Utility property at DTE Electric and DTE Gas is depreciated over its estimated useful life using straight-line rates approved by the MPSC.Non-utility property is depreciated over its estimated useful life using the straight-line and units of production methods.Depreciation, depletion and amortization expense also includes the amortization of certain regulatory assets.Approximately $16 million and $26 million of expenses related to Fermi 2 refueling outages were accrued at December 31, 2014 and 2013,respectively. Amounts are accrued on a pro-rata basis, generally over an 18-month period, that coincides with scheduled refueling outages at Fermi 2. Thisaccrual of outage costs matches the regulatory recovery of these costs in rates set by the MPSC. See Note 8 to the Consolidated Financial Statements,"Regulatory Matters".The cost of nuclear fuel is capitalized. The amortization of nuclear fuel is included within Fuel, purchased power, and gas in the ConsolidatedStatements of Operations and is recorded using the units-of-production method.Long-Lived AssetsLong-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not berecoverable. If the carrying amount of the asset exceeds the expected discounted future cash flows generated by the asset, an impairment loss is recognizedresulting in the asset being written down to its estimated fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value, lesscosts to sell.59DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)Intangible AssetsThe Company has certain intangible assets relating to emission allowances, renewable energy credits and non-utility contracts as shown below: December 31, 2014 December 31, 2013 (In millions)Emission allowances$1 $2Renewable energy credits45 51Contract intangible assets122 126 168 179Less accumulated amortization57 45Intangible assets, net111 134Less current intangible assets9 12 $102 $122Emission allowances and renewable energy credits are charged to expense, using average cost, as the allowances and credits are consumed in theoperation of the business. The Company amortizes contract intangible assets on a straight-line basis over the expected period of benefit, ranging from 1 to 27years. Intangible assets amortization expense was $12 million in 2014, $14 million in 2013 and $6 million in 2012.The following table summarizes the estimated amortization expense expected to be recognized during each year through 2019:Estimated amortization expense(In millions)2015$122016$112017$82018$82019$6Excise and Sales TaxesThe Company records the billing of excise and sales taxes as a receivable with an offsetting payable to the applicable taxing authority, with no netimpact on the Consolidated Statements of Operations.Deferred Debt CostsThe costs related to the issuance of long-term debt are deferred and amortized over the life of each debt issue. In accordance with MPSC regulationsapplicable to the Company’s electric and gas utilities, the unamortized discount, premium and expense related to utility debt redeemed with a refinancing areamortized over the life of the replacement issue. Discount, premium and expense on early redemptions of debt associated with non-utility operations arecharged to earnings.Investments in Debt and Equity SecuritiesThe Company generally classifies investments in debt and equity securities as either trading or available-for-sale and has recorded such investments atmarket value with unrealized gains or losses included in earnings or in other comprehensive income or loss, respectively. Changes in the fair value of Fermi 2nuclear decommissioning investments are recorded as adjustments to regulatory assets or liabilities, due to a recovery mechanism from customers. TheCompany’s equity investments are reviewed for impairment each reporting period. If the assessment indicates that the impairment is other than temporary, aloss is recognized resulting in the equity investment being written down to its estimated fair value. See Note 11 of the Consolidated Financial Statements,"Fair Value".60DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)Government GrantsGrants are recognized when there is reasonable assurance that the grant will be received and that any conditions associated with the grant will be met.When grants are received related to Property, plant and equipment, the Company reduces the cost of the assets on the Consolidated Statements of FinancialPosition, resulting in lower depreciation expense over the life of the associated asset. Grants received related to expenses are reflected as a reduction of theassociated expense in the period in which the expense is incurred.DTE Energy FoundationCharitable contributions to the DTE Energy Foundation were $25 million, $18 million and $21 million for the years ended December 31, 2014, 2013and 2012, respectively. The DTE Energy Foundation is a non-consolidated not-for-profit private foundation, the purpose of which is to contribute to andassist charitable organizations.Other Accounting PoliciesSee the following notes for other accounting policies impacting the Company’s Consolidated Financial Statements:Note Title7 Asset Retirement Obligations8 Regulatory Matters9 Income Taxes11 Fair Value12 Financial and Other Derivative Instruments19 Stock-Based CompensationNOTE 3 — NEW ACCOUNTING PRONOUNCEMENTSIn May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The objectives of this ASUare to improve upon revenue recognition requirements by providing a single comprehensive model to determine the measurement of revenue and timing ofrecognition. The core principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entityexpects to be entitled to in exchange for those goods or services. This ASU also requires expanded qualitative and quantitative disclosures regarding thenature, amount, timing, and uncertainty of revenues and cash flows arising from contracts with customers. The revenue standard is effective for the firstinterim period within annual reporting periods beginning after December 15, 2016 and is to be applied retrospectively. Early adoption is not permitted. TheCompany is currently assessing the impact of this ASU on its Consolidated Financial Statements.61DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)NOTE 4 — DISCONTINUED OPERATIONSSale of Unconventional Gas Production BusinessIn December 2012, the Company sold its 100% equity interest in its Unconventional Gas Production business which consisted of gas and oilproduction assets in the western Barnett and Marble Falls shale areas of Texas. The sale resulted in gross proceeds of approximately $255 million, whichresulted in a pre-tax loss of approximately $83 million ($55 million after tax). The activity of the discontinued business is shown below. The amountsexclude general corporate overhead costs, and related tax effects, and no portion of corporate interest costs were allocated to discontinued operations. 2012 (In millions)Operating Revenues$55 Operation and maintenance24Depreciation, depletion and amortization23Taxes other than income4Asset (gains) losses, net83 134Operating Loss(79)Other (Income) and Deductions6Loss Before Income Taxes(85)Income Tax Benefit(29)Net Loss Attributable to DTE Energy Company$(56)62DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)NOTE 5 — PROPERTY, PLANT AND EQUIPMENTSummary of property by classification as of December 31: 2014 2013 (In millions)Property, Plant and Equipment DTE Electric Generation$11,641 $11,127Distribution8,164 7,603Total DTE Electric19,805 18,730DTE Gas Distribution2,946 2,834Storage448 431Other863 836Total DTE Gas4,257 4,101Non-utility and other2,476 2,292Total26,538 25,123Less Accumulated Depreciation, Depletion and Amortization DTE Electric Generation(4,149) (4,004)Distribution(3,067) (2,947)Total DTE Electric(7,216) (6,951)DTE Gas Distribution(1,130) (1,129)Storage(142) (138)Other(363) (338)Total DTE Gas(1,635) (1,605)Non-utility and other(867) (767)Total(9,718) (9,323)Net Property, Plant and Equipment$16,820 $15,800AFUDC and interest capitalized was approximately $37 million and $33 million for the years ended December 31, 2014 and 2013, respectively.The composite depreciation rate for DTE Electric was approximately 3.4% in 2014 and 2013 and 3.3% in 2012. The composite depreciation rate forDTE Gas was 2.4% in 2014, 2013 and 2012. The average estimated useful life for each major class of utility property, plant and equipment as ofDecember 31, 2014 follows: Estimated Useful Lives in YearsUtility Generation Distribution StorageElectric 40 41 N/AGas N/A 50 53The estimated useful lives for major classes of non-utility assets and facilities range from 3 to 55 years.Capitalized software costs are classified as Property, plant and equipment and the related amortization is included in Accumulated depreciation,depletion and amortization on the Consolidated Statements of Financial Position. The Company capitalizes the costs associated with computer software itdevelops or obtains for use in its business. The Company amortizes capitalized software costs on a straight-line basis over the expected period of benefit,ranging from 3 to 15 years.63DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)Capitalized software costs amortization expense was $77 million in 2014, $71 million in 2013 and $68 million in 2012. The gross carrying amount andaccumulated amortization of capitalized software costs at December 31, 2014 were $668 million and $335 million, respectively. The gross carrying amountand accumulated amortization of capitalized software costs at December 31, 2013 were $611 million and $323 million, respectively.Gross property under capital leases was $35 million at December 31, 2014 and 2013. Accumulated amortization of property under capital leases was$27 million and $21 million at December 31, 2014 and 2013, respectively.NOTE 6 — JOINTLY OWNED UTILITY PLANTDTE Electric has joint ownership interest in two power plants, Belle River and Ludington Hydroelectric Pumped Storage. DTE Electric’s share of directexpenses of the jointly owned plants are included in Fuel, purchased power and gas and Operation and maintenance expenses in the Consolidated Statementsof Operations. Ownership information of the two utility plants as of December 31, 2014 was as follows: Belle River LudingtonHydroelectricPumped StorageIn-service date1984-1985 1973Total plant capacity1,270 MW 1,872 MWOwnership interest(a) 49%Investment in property, plant and equipment (in millions)$1,742 $412Accumulated depreciation (in millions)$993 $175_______________________________________(a)DTE Electric's ownership interest is 63% in Unit No. 1, 81% of the facilities applicable to Belle River used jointly by the Belle River and St. Clair Power Plants and 75% incommon facilities used at Unit No. 2.Belle RiverThe Michigan Public Power Agency (MPPA) has an ownership interest in Belle River Unit No. 1 and other related facilities. The MPPA is entitled to19% of the total capacity and energy of the plant and is responsible for the same percentage of the plant’s operation, maintenance and capital improvementcosts.Ludington Hydroelectric Pumped StorageConsumers Energy Company has an ownership interest in the Ludington Hydroelectric Pumped Storage Plant. Consumers Energy is entitled to 51% ofthe total capacity and energy of the plant and is responsible for the same percentage of the plant’s operation, maintenance and capital improvement costs.NOTE 7 — ASSET RETIREMENT OBLIGATIONSThe Company has a legal retirement obligation for the decommissioning costs for its Fermi 1 and Fermi 2 nuclear plants, dismantlement of facilitieslocated on leased property and various other operations. The Company has conditional retirement obligations for gas pipelines, asbestos and PCB removal atcertain of its power plants and various distribution equipment. The Company recognizes such obligations as liabilities at fair market value when they areincurred, which generally is at the time the associated assets are placed in service. Fair value is measured using expected future cash outflows discounted atour credit-adjusted risk-free rate. In its regulated operations, the Company recognizes regulatory assets or liabilities for timing differences in expenserecognition for legal asset retirement costs that are currently recovered in rates.If a reasonable estimate of fair value cannot be made in the period in which the retirement obligation is incurred, such as for assets with indeterminatelives, the liability is recognized when a reasonable estimate of fair value can be made. Natural gas storage system assets, substations, manholes and certainother distribution assets have an indeterminate life. Therefore, no liability has been recorded for these assets.64DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)A reconciliation of the asset retirement obligations for 2014 follows: (In millions)Asset retirement obligations at December 31, 2013$1,827Accretion112Liabilities incurred11Liabilities settled(12)Revision in estimated cash flows24Asset retirement obligations at December 31, 2014$1,962Approximately $1.7 billion of the asset retirement obligations represent nuclear decommissioning liabilities that are funded through a surcharge toelectric customers over the life of the Fermi 2 nuclear plant. The NRC has jurisdiction over the decommissioning of nuclear power plants and requiresminimum decommissioning funding based upon a formula. The MPSC and FERC regulate the recovery of costs of decommissioning nuclear power plantsand both require the use of external trust funds to finance the decommissioning of Fermi 2. Rates approved by the MPSC provide for the recovery ofdecommissioning costs of Fermi 2 and the disposal of low-level radioactive waste. DTE Electric is continuing to fund FERC jurisdictional amounts fordecommissioning even though explicit provisions are not included in FERC rates. The Company believes the MPSC and FERC collections will be adequateto fund the estimated cost of decommissioning. The decommissioning assets, anticipated earnings thereon and future revenues from decommissioningcollections will be used to decommission Fermi 2. The Company expects the liabilities to be reduced to zero at the conclusion of the decommissioningactivities. If amounts remain in the trust funds for Fermi 2 following the completion of the decommissioning activities, those amounts will be disbursed basedon rulings by the MPSC and FERC.A portion of the funds recovered through the Fermi 2 decommissioning surcharge and deposited in external trust accounts is designated for the removalof non-radioactive assets and returning the site to greenfield. This removal and greenfielding is not considered a legal liability. Therefore, it is not includedin the asset retirement obligation, but is reflected as the Nuclear decommissioning liability. The decommissioning of Fermi 1 is funded by DTE Electric.Contributions to the Fermi 1 trust are discretionary. For additional discussion of Nuclear decommissioning trust fund assets see Note 11 to the ConsolidatedFinancial Statements, "Fair Value".NOTE 8 — REGULATORY MATTERSRegulationDTE Electric and DTE Gas are subject to the regulatory jurisdiction of the MPSC, which issues orders pertaining to rates, recovery of certain costs,including the costs of generating facilities and regulatory assets, conditions of service, accounting and operating-related matters. DTE Electric is alsoregulated by the FERC with respect to financing authorization and wholesale electric activities. Regulation results in differences in the application ofgenerally accepted accounting principles between regulated and non-regulated businesses.The Company is unable to predict the outcome of the unresolved regulatory matters discussed herein. Resolution of these matters is dependent uponfuture MPSC orders and appeals, which may materially impact the financial position, results of operations and cash flows of the Company.Regulatory Assets and LiabilitiesDTE Electric and DTE Gas are required to record regulatory assets and liabilities for certain transactions that would have been treated as revenue orexpense in non-regulated businesses. Continued applicability of regulatory accounting treatment requires that rates be designed to recover specific costs ofproviding regulated services and be charged to and collected from customers. Future regulatory changes or changes in the competitive environment couldresult in the discontinuance of this accounting treatment for regulatory assets and liabilities for some or all of our businesses and may require the write-off ofthe portion of any regulatory asset or liability that was no longer probable of recovery through regulated rates. Management believes that currently availablefacts support the continued use of regulatory assets and liabilities and that all regulatory assets and liabilities are recoverable or refundable in the currentregulatory environment.65DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)The following are balances and a brief description of the regulatory assets and liabilities at December 31: 2014 2013 (In millions)Assets Recoverable pension and other postretirement costs: Pension$2,284 $1,660Other postretirement costs234 —Asset retirement obligation448 394Recoverable Michigan income taxes267 286Unamortized loss on reacquired debt67 63Other recoverable income taxes66 71Accrued PSCR/GCR revenue61 —Deferred environmental costs59 59Cost to achieve Performance Excellence Process54 75Recoverable income taxes related to securitized regulatory assets19 126Removal costs asset15 —Transitional Reconciliation Mechanism14 —Other139 129 3,727 2,863Less amount included in current assets(76) (26) $3,651 $2,837 Securitized regulatory assets$34 $231Liabilities Removal costs liability$308 $351Renewable energy227 277Over recovery of Securitization71 72Refundable revenue decoupling/deferred gain67 127Negative pension offset67 84Refundable income taxes33 45Energy optimization24 31Fermi 2 refueling outage16 26Refundable other postretirement costs— 72Accrued PSCR/GCR refund— 65Other7 14 $820 $1,164Less amount included current liabilities(153) (302) $667 $862As noted below, certain regulatory assets for which costs have been incurred have been included (or are expected to be included, for costs incurredsubsequent to the most recently approved rate case) in DTE Electric's or DTE Gas’s rate base, thereby providing a return on invested costs (except as noted).Certain other regulatory assets are not included in rate base but accrue recoverable carrying charges until surcharges to collect the assets are billed. Certainregulatory assets do not result from cash expenditures and therefore do not represent investments included in rate base or have offsetting liabilities thatreduce rate base.66DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)ASSETS•Recoverable pension and other postretirement costs — Accounting rules for pension and other postretirement benefit costs require, among otherthings, the recognition in other comprehensive income of the actuarial gains or losses and the prior service costs that arise during the period butthat are not immediately recognized as components of net periodic benefit costs. DTE Electric and DTE Gas record the impact of actuarial gains orlosses and prior service costs as a regulatory asset since the traditional rate setting process allows for the recovery of pension and otherpostretirement costs. The asset will reverse as the deferred items are amortized and recognized as components of net periodic benefit costs. (a)•Asset retirement obligation — This obligation is primarily for Fermi 2 decommissioning costs. The asset captures the timing differences betweenexpense recognition and current recovery in rates and will reverse over the remaining life of the related plant. (a)•Recoverable Michigan income taxes — In July 2007, the MBT was enacted by the State of Michigan. State deferred tax liabilities were establishedfor the Company’s utilities, and offsetting regulatory assets were recorded as the impacts of the deferred tax liabilities will be reflected in rates asthe related taxable temporary differences reverse and flow through current income tax expense. In May 2011, the MBT was repealed and the MCITwas enacted. The regulatory asset was remeasured to reflect the impact of the MCIT tax rate. (a)•Unamortized loss on reacquired debt — The unamortized discount, premium and expense related to debt redeemed with a refinancing aredeferred, amortized and recovered over the life of the replacement issue.•Other recoverable income taxes — Income taxes receivable from DTE Electric’s customers representing the difference in property-related deferredincome taxes and amounts previously reflected in DTE Electric’s rates. This asset will reverse over the remaining life of the related plant. (a)•Accrued PSCR/GCR revenue — Receivable for the temporary under-recovery of and carrying costs on fuel and purchased power costs incurred byDTE Electric which are recoverable through the PSCR mechanism and temporary under-recovery of and carrying costs on gas costs incurred byDTE Gas which are recoverable through the GCR mechanism.•Deferred environmental costs — The MPSC approved the deferral of investigation and remediation costs associated with DTE Gas's former MGPsites. Amortization of deferred costs is over a ten-year period beginning in the year after costs were incurred, with recovery (net of any insuranceproceeds) through base rate filings. (a)•Cost to achieve Performance Excellence Process (PEP) — The MPSC authorized the deferral of costs to implement the PEP. These costs consist ofemployee severance, project management and consultant support. These costs are amortized over a ten-year period beginning with the yearsubsequent to the year the costs were deferred.•Recoverable income taxes related to securitized regulatory assets — Receivable for the recovery of income taxes to be paid on the non-bypassable securitization bond surcharge. A non-bypassable securitization tax surcharge, which ended in December 2014, was in place to recoverthe income tax over a fourteen-year period. (a)•Removal costs asset — Receivable for the recovery of asset removal expenditures in excess of amounts collected from customers.•Transitional Reconciliation Mechanism (TRM) — The MPSC approved the recovery of the deferred net incremental revenue requirementassociated with the transition of PLD customers to DTE Electric's distribution system, effective July 1, 2014. Annual reconciliations will be filedand surcharges will be implemented to recover approved amounts. (a)•Securitized regulatory assets — The net book balance of the Fermi 2 nuclear plant was written off in 1998 and an equivalent regulatory asset wasestablished. In 2001, the Fermi 2 regulatory asset and certain other regulatory assets were securitized pursuant to PA 142 and an MPSC order. Anon-bypassable securitization bond surcharge, which ended in December 2014, was in place to recover the securitized regulatory asset over afourteen-year period._________________________________(a)Regulatory assets not earning a return or accruing carrying charges.67DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)LIABILITIES•Removal costs liability — The amount collected from customers for the funding of future asset removal activities.•Renewable energy — Amounts collected in rates in excess of renewable energy expenditures.•Over recovery of Securitization — Over recovery of securitization bond expenses.•Refundable revenue decoupling / deferred gain — Amounts were originally accrued as refundable to DTE Electric customers for the change inrevenue resulting from the difference between actual average sales per customer compared to the base level of average sales per customerestablished by the MPSC. In 2012, the MCOA issued a decision reversing the MPSC's decision to authorize a RDM for DTE Electric. The revenuedecoupling liability was reversed and, after receiving an order from the MPSC to defer the resulting gain for future amortization, DTE Electriccreated a regulatory liability representing its obligation to refund the gain. The deferred gain is being amortized into earnings in 2014 and 2015.•Negative pension offset — DTE Gas's negative pension costs are not included as a reduction to its authorized rates; therefore, the Company isaccruing a regulatory liability to eliminate the impact on earnings of the negative pension expense accrued. This regulatory liability will reverseto the extent DTE Gas’s pension expense is positive in future years.•Refundable income taxes — Income taxes refundable to DTE Gas’s customers representing the difference in property-related deferred income taxespayable and amounts recognized pursuant to MPSC authorization.•Energy optimization (EO) — Amounts collected in rates in excess of energy optimization expenditures.•Fermi 2 refueling outage — Accrued liability for refueling outage at Fermi 2 pursuant to MPSC authorization.•Refundable other postretirement costs — Accounting rules for other postretirement benefit costs require, among other things, the recognition inother comprehensive income of the actuarial gains or losses and the prior service costs or credits that arise during the period but that are notimmediately recognized as components of net periodic benefit costs. DTE Electric and DTE Gas record the favorable impact of actuarial gains orlosses and prior service credits as a regulatory liability since the impact will reduce expense in a future rate setting process as the deferred items arerecognized as a component of net periodic benefit costs.•Accrued PSCR/GCR refund — Liability for the temporary over-recovery of and a return on power supply costs and transmission costs incurred byDTE Electric which are recoverable through the PSCR mechanism and temporary over-recovery of and a return on gas costs incurred by DTE Gaswhich are recoverable through the GCR mechanism.2014 Electric Rate Case FilingDTE Electric filed a rate case with the MPSC on December 19, 2014 requesting an increase in base rates of $370 million based on a projected twelve-month period ending June 30, 2016. The requested increase in base rates is due primarily to an increase in net plant resulting from infrastructure investments,plant acquisitions, environmental compliance and reliability improvement projects. The rate filing also included projected changes in sales, working capital,operation and maintenance expenses, return on equity and capital structure. New rates could be self-implemented in July 2015, with a final order expected inDecember 2015.2010 Electric Rate Case Filing - Court of Appeals DecisionIn July 2013, the MCOA issued a decision relating to an appeal of the October 2011 MPSC order in DTE Electric's October 2010 rate case filing. TheMCOA found that the record of evidence in the 2010 rate case order was insufficient to support the MPSC's authorization to recover costs for the AMIprogram and remanded this matter to the MPSC. The MPSC had approved an approximately $11 million rate increase related to the AMI program in theOctober 2011 order. DTE Electric is currently operating its AMI program pursuant to the MPSC's approval set forth in the October 2011 order. In August2013, the MPSC reopened the 2010 electric rate case for the limited purpose of addressing the MCOA's opinion on AMI. On November 6, 2014, the MPSCissued an order affirming the recovery of costs associated with the AMI program.68DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)Customer360 Accounting AuthorityIn July 2014, DTE Electric filed an application for accounting authority to defer certain costs associated with implementing Customer360, which is anintegrated software application that enables improved interface among customer service, billing, meter reading, credit and collections, device management,account management, and retail access. The estimated implementation cost of Customer360 is approximately $215 million and DTE Electric proposed anamortization period of 15 years. On September 26, 2014, the MPSC approved the accounting request.Refundable Revenue Decoupling / Deferred Gain AmortizationIn September 2012, the MPSC approved DTE Electric's accounting application to defer for future amortization the gain resulting from the reversal ofthe Company's $127 million regulatory liability associated with the operation of the RDM. The approved application provided for the amortization of theregulatory liability to income, at a monthly rate of approximately $10.6 million, beginning January 2014. On April 1, 2014, the MPSC approved DTEElectric's accounting application to suspend the amortization of the RDM regulatory liability as of June 30, 2014 and to complete the amortization over theperiod January 2015 to June 2015. If DTE Electric's base rates are increased prior to July 1, 2015, the Company will cease amortization and refund tocustomers the remaining unamortized balance of the regulatory liability.Transition of PLD Customers to DTE Electric's Distribution SystemOn July 19, 2013, DTE Electric filed its TRM application proposing a transitional tariff option for certain former PLD customers and a modified lineextension provision. The application also proposed a recovery mechanism for the deferred net incremental revenue requirement associated with thetransition. The net incremental revenue requirement includes costs to install meters and attach customers; system and customer facility upgrades and repairs;and the difference between DTE Electric's tariff rates and any transitional rates approved in the future. On May 13, 2014, the MPSC approved the TRM asrequested and also ordered DTE Electric to include in the TRM the PLD transmission delivery service costs incurred while DTE Electric is temporarilyrelying upon PLD to operate and maintain PLD's system during the system conversion period. The meter installation phase of the transition was completed inJune 2014. On July 1, 2014, former PLD customers became customers of DTE Electric.PSCR ProceedingsThe PSCR process is designed to allow DTE Electric to recover all of its power supply costs if incurred under reasonable and prudent policies andpractices. DTE Electric's power supply costs include fuel and related transportation costs, purchased and net interchange power costs, nitrogen oxide andsulfur dioxide emission allowances costs, urea costs, transmission costs and MISO costs. The MPSC reviews these costs, policies and practices for prudence inannual plan and reconciliation filings.2012 PSCR Year — In March 2013, DTE Electric filed the 2012 PSCR reconciliation calculating a net under-recovery of approximately $87 millionthat includes an under-recovery of approximately $148 million for the 2011 PSCR year. The reconciliation includes purchased power costs related to themanual shutdown of our Fermi 2 nuclear power plant in June 2012 caused by the failure of one of the plant's two non-safety related feed-water pumps. Theplant was restarted on July 30, 2012, which restored production to approximately 68% of full capacity. In September 2013, the repair to the plant wascompleted and production was returned to full capacity. DTE Electric was able to purchase sufficient power from MISO to continue to provide uninterruptedservice to our customers. Certain intervenors in the reconciliation case have challenged the recovery of up to $32 million of the Fermi 2 related purchasedpower costs. Resolution of this matter is expected in 2015.DTE Gas Infrastructure Recovery Mechanism (IRM)In November 2014, DTE Gas filed an application with the MPSC for approval of an increased IRM surcharge to recover an additional $47 million ofannual capital expenditures in 2016 and 2017 for its gas main renewal program. Resolution of this matter is anticipated in 2015.69DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)NOTE 9 — INCOME TAXESIncome Tax SummaryThe Company files a consolidated federal income tax return. Total income tax expense varied from the statutory federal income tax rate for thefollowing reasons: 2014 2013 2012 (In millions)Income before income taxes$1,275 $922 $960Income tax expense at 35% statutory rate$446 $323 $336Production tax credits(119) (68) (49)Investment tax credits(6) (6) (6)Depreciation(4) (4) (4)AFUDC - Equity(7) (5) (4)Employee Stock Ownership Plan dividends(4) (4) (4)Domestic production activities deduction— (14) (14)State and local income taxes, net of federal benefit51 37 37Enactment of New York Corporate Income Tax Legislation, net of federal benefit8 — —Other, net(1) (5) (6)Income tax expense$364 $254 $286Effective income tax rate28.5% 27.5% 29.8%Components of income tax expense were as follows: 2014 2013 2012 (In millions)Current income tax expense (benefit) Federal$(16) $74 $190State and other income tax24 16 49Total current income taxes8 90 239Deferred income tax expense Federal289 122 39State and other income tax67 42 8Total deferred income taxes356 164 47Total income taxes from continuing operations364 254 286Discontinued operations— — (29)Total$364 $254 $257Deferred tax assets and liabilities are recognized for the estimated future tax effect of temporary differences between the tax basis of assets or liabilitiesand the reported amounts in the financial statements. Deferred tax assets and liabilities are classified as current or noncurrent according to the classification ofthe related assets or liabilities. Deferred tax assets and liabilities not related to assets or liabilities are classified according to the expected reversal date of thetemporary differences. Consistent with rate making treatment, deferred taxes are offset in the table below for temporary differences which have relatedregulatory assets and liabilities.70DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)Deferred tax assets (liabilities) were comprised of the following at December 31: 2014 2013 (In millions)Property, plant and equipment$(3,832) $(3,372)Securitized regulatory assets(2) (127)Tax credit carry-forwards296 266Pension and benefits(152) (30)State net operating loss and credit carry-forwards39 43Other(19) (92) (3,670) (3,312)Less valuation allowance(31) (37) $(3,701) $(3,349)Current deferred income tax assets (liabilities)$75 $(28)Long-term deferred income tax liabilities(3,776) (3,321) $(3,701) $(3,349)Deferred income tax assets$861 $934Deferred income tax liabilities(4,562) (4,283) $(3,701) $(3,349)Tax credit carry forwards include $29 million of general business credits that expire through 2034 and $267 million of alternative minimum tax creditsthat may be carried forward indefinitely. The alternative minimum tax credits are production tax credits earned prior to 2006 but not utilized. The majority ofthese alternative minimum tax credits were generated from projects that had received a private letter ruling (PLR) from the IRS. These PLRs provide assuranceas to the appropriateness of using these credits to offset taxable income, however, these tax credits are subject to IRS audit and adjustment.The above table excludes unamortized investment tax credits that are shown separately on the Consolidated Statements of Financial Position.Investment tax credits are deferred and amortized to income over the average life of the related property.The Company has state deferred tax assets related to net operating loss and credit carry-forwards of $39 million and $43 million at December 31, 2014and 2013, respectively. The state net operating loss and credit carry-forwards expire from 2015 through 2034. The Company has recorded valuationallowances at December 31, 2014 and 2013 of approximately $31 million and $37 million, respectively, with respect to these deferred tax assets. In assessingthe realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not berealized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which thosetemporary differences become deductible.Uncertain Tax PositionsA reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2014 2013 2012 (In millions)Balance at January 1$10 $11 $48Reductions for tax positions of prior years— — (2)Additions for tax positions of current year— — 1Settlements— — (30)Lapse of statute of limitations(1) (1) (6)Balance at December 31$9 $10 $11The Company had $2 million of unrecognized tax benefits at December 31, 2014 and 2013, that, if recognized, would favorably impact its effective taxrate. During the next twelve months, it is reasonably possible that the statute of limitation will expire on various state tax returns. As a result, the Companybelieves that it is possible that there will be a decrease in unrecognized tax benefits of up to $6 million within the next twelve months.71DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)The Company recognizes interest and penalties pertaining to income taxes in Interest expense and Other expenses, respectively, on its ConsolidatedStatements of Operations. Accrued interest pertaining to income taxes totaled $1 million at December 31, 2014 and 2013. The Company had no accruedpenalties pertaining to income taxes. The Company recognized interest expense (income) related to income taxes of a nominal amount in 2014 and 2013 and$(1) million in 2012.In 2014, the Company settled a federal tax audit for the 2012 tax year. The Company's federal income tax returns for 2013 and subsequent years remainsubject to examination by the IRS. The Company's MBT and MCIT returns for the year 2008 and subsequent years remain subject to examination by theState of Michigan. The Company also files tax returns in numerous state and local jurisdictions with varying statutes of limitation.NOTE 10 — EARNINGS PER SHAREThe Company reports both basic and diluted earnings per share. The calculation of diluted earnings per share assumes the issuance of potentiallydilutive common shares outstanding during the period from the exercise of stock options. A reconciliation of both calculations is presented in the followingtable as of December 31: 2014 2013 2012 (In millions, expect per share amounts)Basic Earnings per Share Net income attributable to DTE Energy Company$905 $661 $610Average number of common shares outstanding177 175 171Weighted average net restricted shares outstanding— 1 1Dividends declared — common shares$475 $453 $413Dividends declared — net restricted shares1 1 1Total distributed earnings$476 $454 $414Net income less distributed earnings$429 $207 $196Distributed (dividends per common share)$2.69 $2.59 $2.42Undistributed2.42 1.17 1.14Total Basic Earnings per Common Share$5.11 $3.76 $3.56Diluted Earnings per Share Net income attributable to DTE Energy Company$905 $661 $610Average number of common shares outstanding177 175 171Average incremental shares from assumed exercise of options— — 1Common shares for dilutive calculation177 175 172Weighted average net restricted shares outstanding— 1 1Dividends declared — common shares$475 $453 $413Dividends declared — net restricted shares1 1 1Total distributed earnings$476 $454 $414Net income less distributed earnings$429 $207 $196Distributed (dividends per common share)$2.69 $2.59 $2.42Undistributed2.41 1.17 1.13Total Diluted Earnings per Common Share$5.10 $3.76 $3.5572DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)NOTE 11 — FAIR VALUEFair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between marketparticipants at the measurement date in a principal or most advantageous market. Fair value is a market-based measurement that is determined based oninputs, which refer broadly to assumptions that market participants use in pricing assets or liabilities. These inputs can be readily observable, marketcorroborated or generally unobservable inputs. The Company makes certain assumptions it believes that market participants would use in pricing assets orliabilities, including assumptions about risk, and the risks inherent in the inputs to valuation techniques. Credit risk of the Company and its counterparties isincorporated in the valuation of assets and liabilities through the use of credit reserves, the impact of which was immaterial at December 31, 2014 and 2013.The Company believes it uses valuation techniques that maximize the use of observable market-based inputs and minimize the use of unobservable inputs.A fair value hierarchy has been established that prioritizes the inputs to valuation techniques used to measure fair value in three broad levels. The fairvalue hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority tounobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. All assets andliabilities are required to be classified in their entirety based on the lowest level of input that is significant to the fair value measurement in its entirety.Assessing the significance of a particular input may require judgment considering factors specific to the asset or liability, and may affect the valuation of theasset or liability and its placement within the fair value hierarchy. The Company classifies fair value balances based on the fair value hierarchy defined asfollows:•Level 1 — Consists of unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as ofthe 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 indirectlyobservable 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 ormethodologies 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.73DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)The following table presents assets and liabilities measured and recorded at fair value on a recurring basis as of December 31, 2014 and 2013: December 31, 2014 December 31, 2013 Level 1 Level 2 Level 3 Netting (a) NetBalance Level 1 Level 2 Level 3 Netting (a) Net Balance (In millions)Assets: Cash equivalents (b)$13 $99 $— $— $112 $10 $115 $— $— $125Nuclear decommissioning trusts792 449 — — 1,241 779 412 — — 1,191Other investments (c) (d)100 50 — — 150 92 44 — — 136Derivative assets: Commodity Contracts: Natural Gas555 140 92 (681) 106 273 89 34 (382) 14Electricity— 295 47 (280) 62 — 261 139 (291) 109Other42 — 3 (42) 3 33 1 3 (34) 3Other derivative contracts (e)— 4 — (3) 1 — — — — —Total derivative assets597 439 142 (1,006) 172 306 351 176 (707) 126Total$1,502 $1,037 $142 $(1,006) $1,675 $1,187 $922 $176 $(707) $1,578 Liabilities: Derivative liabilities: Commodity Contracts: Natural Gas$(578) $(78) $(62) $679 $(39) $(277) $(140) $(86) $395 $(108)Electricity— (290) (52) 298 (44) — (272) (126) 269 (129)Other(32) (9) (4) 45 — (32) (2) — 34 —Other derivative contracts (e)— (5) — 3 (2) — (1) — — (1)Total derivative liabilities(610) (382) (118) 1,025 (85) (309) (415) (212) 698 (238)Total$(610) $(382) $(118) $1,025 $(85) $(309) $(415) $(212) $698 $(238)Net Assets (Liabilities) at the end ofthe period$892 $655 $24 $19 $1,590 $878 $507 $(36) $(9) $1,340Assets: Current$582 $504 $109 $(955) $240 $277 $400 $139 $(592) $224Noncurrent (f)920 533 33 (51) 1,435 910 522 37 (115) 1,354Total Assets$1,502 $1,037 $142 $(1,006) $1,675 $1,187 $922 $176 $(707) $1,578Liabilities: Current$(572) $(357) $(112) $964 $(77) $(268) $(328) $(177) $578 $(195)Noncurrent(38) (25) (6) 61 (8) (41) (87) (35) 120 (43)Total Liabilities$(610) $(382) $(118) $1,025 $(85) $(309) $(415) $(212) $698 $(238)Net Assets (Liabilities) at the end ofthe period$892 $655 $24 $19 $1,590 $878 $507 $(36) $(9) $1,340_______________________________________(a)Amounts represent the impact of master netting agreements that allow the Company to net gain and loss positions and cash collateral held or placed with the same counterparties.(b)At December 31, 2014, available-for-sale securities of $112 million included $105 million and $7 million of cash equivalents included in Restricted cash and Other investmentson the Consolidated Statements of Financial Position, respectively. At December 31, 2013, available-for-sale securities of $125 million, included $109 million and $16 million ofcash equivalents included in Restricted cash and Other investments on the Consolidated Statements of Financial Position, respectively.(c)Excludes cash surrender value of life insurance investments.(d)Available-for-sale equity securities of $8 million at December 31, 2014 and $7 million at December 31, 2013 are included in Other investments on the Consolidated Statements ofFinancial Position.(e)Primarily includes Foreign currency exchange contracts.(f)Includes $150 million and $136 million of Other investments that are included in the Consolidated Statements of Financial Position in Other investments at December 31, 2014and 2013, respectively.74DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)Cash EquivalentsCash equivalents include investments with maturities of three months or less when purchased. The cash equivalents shown in the fair value table arecomprised of short-term investments and money market funds.Nuclear Decommissioning Trusts and Other InvestmentsThe nuclear decommissioning trusts and other investments hold debt and equity securities directly and indirectly through institutional mutual funds.Exchange-traded debt and equity securities held directly are valued using quoted market prices in actively traded markets. The institutional mutual fundshold exchange-traded equity or debt securities and are valued based on stated NAVs. Non-exchange-traded fixed income securities are valued based uponquotations available from brokers or pricing services. A primary price source is identified by asset type, class or issue for each security. The trustee monitorsprices supplied by pricing services and may use a supplemental price source or change the primary price source of a given security if the trustee determinesthat another price source is considered to be preferable. DTE Energy has obtained an understanding of how these prices are derived, including the nature andobservability of the inputs used in deriving such prices. Additionally, DTE Energy selectively corroborates the fair value of securities by comparison ofmarket-based price sources. Investment policies and procedures are determined by the Company's Trust Investments Department which reports to theCompany's Vice President and Treasurer.Derivative Assets and LiabilitiesDerivative assets and liabilities are comprised of physical and financial derivative contracts, including futures, forwards, options and swaps that areboth exchange-traded and over-the-counter traded contracts. Various inputs are used to value derivatives depending on the type of contract and availabilityof market data. Exchange-traded derivative contracts are valued using quoted prices in active markets. DTE Energy considers the following criteria indetermining whether a market is considered active: frequency in which pricing information is updated, variability in pricing between sources or over timeand the availability of public information. Other derivative contracts are valued based upon a variety of inputs including commodity market prices, brokerquotes, interest rates, credit ratings, default rates, market-based seasonality and basis differential factors. DTE Energy monitors the prices that are supplied bybrokers and pricing services and may use a supplemental price source or change the primary price source of an index if prices become unavailable or anotherprice source is determined to be more representative of fair value. DTE Energy has obtained an understanding of how these prices are derived. Additionally,DTE Energy selectively corroborates the fair value of its transactions by comparison of market-based price sources. Mathematical valuation models are usedfor derivatives for which external market data is not readily observable, such as contracts which extend beyond the actively traded reporting period. TheCompany has established a Risk Management Committee whose responsibilities include directly or indirectly ensuring all valuation methods are applied inaccordance with predefined policies. The development and maintenance of our forward price curves has been assigned to our Risk Management Department,which is separate and distinct from the trading functions within the Company.75DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)The following table presents the fair value reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basis for the years endedDecember 31, 2014 and 2013: Year Ended December 31, 2014 Year Ended December 31, 2013 NaturalGas Electricity Other Total NaturalGas Electricity Other Total (In millions)Net Assets (Liabilities) as of December 31$(52) $13 $3 $(36) $(38) $23 $2 $(13)Transfers into Level 3 from Level 2— — — — 1 — — 1Transfers from Level 3 into Level 2(2) — — (2) — — — —Total gains (losses): Included in earnings(40) 25 (5) (20) (32) 75 — 43Recorded in regulatory assets/liabilities— — 8 8 — — 5 5Purchases, issuances and settlements: Purchases— 1 — 1 (8) 1 — (7)Issuances— (3) — (3) — (1) — (1)Settlements124 (41) (7) 76 25 (85) (4) (64)Net Assets (Liabilities) as of December 31$30 $(5) $(1) $24 $(52) $13 $3 $(36)The amount of total gains (losses) included in net incomeattributed to the change in unrealized gains (losses)related to assets and liabilities held at December 31, 2014and 2013 and reflected in Operating revenues and Fuel,purchased power and gas in the Consolidated Statementsof Operations$35 $9 $(4) $40 $(49) $48 $— $(1)Derivatives are transferred between levels primarily due to changes in the source data used to construct price curves as a result of changes in marketliquidity. Transfers in and transfers out are reflected as if they had occurred at the beginning of the period. There were no transfers between levels 1 and 2during the years ended December 31, 2014 and 2013.The following tables present the unobservable inputs related to Level 3 assets and liabilities as of December 31, 2014 and 2013: December 31, 2014 CommodityContracts DerivativeAssets DerivativeLiabilities ValuationTechniques Unobservable Input Range Weighted Average (In millions) Natural Gas $92 $(62) DiscountedCash Flow Forward basis price (per MMBtu) $(2.28)— $7.83/MMBtu $(0.22)/MMBtuElectricity $47 $(52) DiscountedCash Flow Forward basis price (per MWh) $(14)— $15/MWh $4/MWh December 31, 2013 CommodityContracts DerivativeAssets DerivativeLiabilities ValuationTechniques Unobservable Input Range Weighted Average (In millions) Natural Gas $34 $(86) DiscountedCash Flow Forward basis price (per MMBtu) $(0.88)— $5.07/MMBtu $(0.16)/MMBtuElectricity $139 $(126) DiscountedCash Flow Forward basis price (per MWh) $(7)— $15/MWh $3/MWhThe unobservable inputs used in the fair value measurement of the electricity and natural gas commodity types consist of inputs that are less observabledue in part to lack of available broker quotes, supported by little, if any, market activity at the measurement date or are based on internally developedmodels. Certain basis prices (i.e., the difference in pricing between two locations) included in the valuation of natural gas and electricity contracts weredeemed unobservable.The inputs listed above would have a direct impact on the fair values of the above security types if they were adjusted. A significant increase (decrease)in the basis price would result in a higher (lower) fair value for long positions, with offsetting impacts to short positions.76DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)Fair Value of Financial InstrumentsThe fair value of financial instruments included in the table below is determined by using quoted market prices when available. When quoted prices arenot available, pricing services may be used to determine the fair value with reference to observable interest rate indexes. DTE Energy has obtained anunderstanding of how the fair values are derived. DTE Energy also selectively corroborates the fair value of its transactions by comparison of market-basedprice sources. Discounted cash flow analyses based upon estimated current borrowing rates are also used to determine fair value when quoted market pricesare not available. The fair values of notes receivable, excluding capital leases, are estimated using discounted cash flow techniques that incorporate marketinterest rates as well as assumptions about the remaining life of the loans and credit risk. Depending on the information available, other valuation techniquesmay be used that rely on internal assumptions and models. Valuation policies and procedures are determined by DTE Energy's Treasury Department whichreports to the Company's Vice President and Treasurer.The following table presents the carrying amount and fair value of financial instruments as of December 31, 2014 and 2013: December 31, 2014 December 31, 2013 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$41 $— $— $41 $41 $— $— $41Dividends payable$122 $122 $— $— $116 $116 $— $—Short-term borrowings$398 $— $398 $— $131 $— $131 $—Long-term debt, excluding capital leases$8,606 $489 $8,308 $706 $8,094 $425 $7,551 $499For further fair value information on financial and derivative instruments see Note 12 to the Consolidated Financial Statements, "Financial and OtherDerivative Instruments".Nuclear Decommissioning Trust FundsDTE Electric has a legal obligation to decommission its nuclear power plants following the expiration of their operating licenses. This obligation isreflected as an asset retirement obligation on the Consolidated Statements of Financial Position. Rates approved by the MPSC provide for the recovery ofdecommissioning costs of Fermi 2 and the disposal of low-level radioactive waste. DTE Electric is continuing to fund FERC jurisdictional amounts fordecommissioning even though explicit provisions are not included in FERC rates. See Note 7 to the Consolidated Financial Statements, "Asset RetirementObligations".The following table summarizes the fair value of the nuclear decommissioning trust fund assets: December 31, 2014 December 31, 2013 (In millions)Fermi 2$1,221 $1,172Fermi 13 3Low level radioactive waste17 16Total$1,241 $1,19177DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)The costs of securities sold are determined on the basis of specific identification. The following table sets forth the gains and losses and proceeds fromthe sale of securities by the nuclear decommissioning trust funds: Year Ended December 31 2014 2013 2012 (In millions)Realized gains$54 $83 $37Realized losses$(33) $(41) $(31)Proceeds from sales of securities$1,146 $1,118 $759Realized gains and losses from the sale of securities for the Fermi 2 and the low level radioactive waste funds are recorded to the Regulatory asset andNuclear decommissioning liability. The following table sets forth the fair value and unrealized gains for the nuclear decommissioning trust funds: December 31, 2014 December 31, 2013 FairValue UnrealizedGains Unrealized Losses FairValue UnrealizedGains Unrealized Losses (In millions)Equity securities$756 $204 $(39) $730 $201 $(25)Debt securities474 21 (2) 442 12 (6)Cash and cash equivalents11 — — 19 — — $1,241 $225$(41) $1,191 $213$(31)At December 31, 2014, investments in the nuclear decommissioning trust funds consisted of approximately 61% in publicly traded equity securities,38% in fixed debt instruments and 1% in cash equivalents. At December 31, 2013, investments in the nuclear decommissioning trust funds consisted ofapproximately 61% in publicly traded equity securities, 37% in fixed debt instruments and 2% in cash equivalents.The debt securities at December 31, 2014 and 2013 had an average maturity of approximately 7 years. Securities held in the nuclear decommissioningtrust funds are classified as available-for-sale. As DTE Electric does not have the ability to hold impaired investments for a period of time sufficient to allowfor the anticipated recovery of market value, all unrealized losses are considered to be other-than-temporary impairments.Unrealized losses incurred by the Fermi 2 trust are recognized as a Regulatory asset.Other SecuritiesAt December 31, 2014 and 2013, these securities are comprised primarily of money-market and equity securities. During the years ended December 31,2014 and 2013, no amounts of unrealized losses on available-for-sale securities were reclassified out of other comprehensive income and realized into netincome for the periods. Gains related to trading securities held at December 31, 2014, 2013 and 2012 were $14 million, $22 million and $11 million,respectively.NOTE 12 — FINANCIAL AND OTHER DERIVATIVE INSTRUMENTSThe Company recognizes all derivatives at their fair value as Derivative assets or liabilities on the Consolidated Statements of Financial Position unlessthey qualify for certain scope exceptions, including the normal purchases and normal sales exception. Further, derivatives that qualify and are designated forhedge accounting are classified as either hedges of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized assetor liability (cash flow hedge), or as hedges of the fair value of a recognized asset or liability or of an unrecognized firm commitment (fair value hedge). Forcash flow hedges, the portion of the derivative gain or loss that is effective in offsetting the change in the value of the underlying exposure is deferred inAccumulated other comprehensive income and later reclassified into earnings when the underlying transaction occurs. Gains or losses from the ineffectiveportion of cash flow hedges are recognized in earnings immediately. For fair value hedges, changes in fair values for the derivative and hedged item arerecognized in earnings each period. For derivatives that do not qualify or are not designated for hedge accounting, changes in the fair value are recognized inearnings each period.78DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)The Company’s primary market risk exposure is associated with commodity prices, credit and interest rates. The Company has risk managementpolicies to monitor and manage market risks. The Company uses derivative instruments to manage some of the exposure. The Company uses derivativeinstruments for trading purposes in its Energy Trading segment. Contracts classified as derivative instruments include electricity, natural gas, oil and certaincoal forwards, futures, options and swaps, and foreign currency exchange contracts. Items not classified as derivatives include natural gas inventory, pipelinetransportation contracts, renewable energy credits and natural gas storage assets.DTE Electric — DTE Electric generates, purchases, distributes and sells electricity. DTE Electric uses forward energy contracts to manage changes inthe price of electricity and fuel. Substantially all of these contracts meet the normal purchases and sales exemption and are therefore accounted for under theaccrual method. Other derivative contracts are MTM and recoverable through the PSCR mechanism when settled. This results in the deferral of unrealizedgains and losses as Regulatory assets or liabilities until realized.DTE Gas — DTE Gas purchases, stores, transports, distributes and sells natural gas and sells storage and transportation capacity. DTE Gas has fixed-priced contracts for portions of its expected natural gas supply requirements through March 2017. Substantially all of these contracts meet the normalpurchases and sales exemption and are therefore accounted for under the accrual method. DTE Gas may also sell forward transportation and storage capacitycontracts. Forward transportation and storage contracts are generally not derivatives and are therefore accounted for under the accrual method.Gas Storage and Pipelines — This segment is primarily engaged in services related to the transportation and storage of natural gas. Primarily fixed-priced contracts are used in the marketing and management of transportation and storage services. Generally these contracts are not derivatives and aretherefore accounted for under the accrual method.Power and Industrial Projects — This segment manages and operates energy and pulverized coal projects, coke batteries, reduced emissions fuelprojects, landfill gas recovery and power generation assets. Primarily fixed-price contracts are used in the marketing and management of the segment assets.These contracts are generally not derivatives and are therefore accounted for under the accrual method.Energy Trading — Commodity Price Risk — Energy Trading markets and trades electricity, natural gas physical products and energy financialinstruments, and provides energy and asset management services utilizing energy commodity derivative instruments. Forwards, futures, options and swapagreements are used to manage exposure to the risk of market price and volume fluctuations in its operations. These derivatives are accounted for byrecording changes in fair value to earnings unless hedge accounting criteria are met.Energy Trading — Foreign Currency Exchange Risk — Energy Trading has foreign currency exchange forward contracts to economically hedge fixedCanadian dollar commitments existing under natural gas and power purchase and sale contracts and natural gas transportation contracts. The Company entersinto these contracts to mitigate price volatility with respect to fluctuations of the Canadian dollar relative to the U.S. dollar. These derivatives are accountedfor by recording changes in fair value to earnings unless hedge accounting criteria are met.Corporate and Other — Interest Rate Risk — The Company uses interest rate swaps, treasury locks and other derivatives to hedge the risk associatedwith interest rate market volatility.Credit Risk — The utility and non-utility businesses are exposed to credit risk if customers or counterparties do not comply with their contractualobligations. The Company maintains credit policies that significantly minimize overall credit risk. These policies include an evaluation of potentialcustomers’ and counterparties’ financial condition, credit rating, collateral requirements or other credit enhancements such as letters of credit or guarantees.The Company generally uses standardized agreements that allow the netting of positive and negative transactions associated with a single counterparty. TheCompany maintains a provision for credit losses based on factors surrounding the credit risk of its customers, historical trends, and other information. Basedon the Company’s credit policies and its December 31, 2014 and 2013 provision for credit losses, the Company’s exposure to counterparty nonperformanceis not expected to have a material adverse effect on the Company’s financial statements.79DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)Derivative ActivitiesThe Company manages its MTM risk on a portfolio basis based upon the delivery period of its contracts and the individual components of the riskswithin each contract. Accordingly, it records and manages the energy purchase and sale obligations under its contracts in separate components based on thecommodity (e.g. electricity or natural gas), the product (e.g. electricity for delivery during peak or off-peak hours), the delivery location (e.g. by region), therisk profile (e.g. forward or option), and the delivery period (e.g. by month and year). The following describes the categories of activities represented by theiroperating characteristics and key risks:•Asset Optimization — Represents derivative activity associated with assets owned and contracted by DTE Energy, including forward natural gaspurchases and sales, natural gas transportation and storage capacity. Changes in the value of derivatives in this category typically economicallyoffset changes in the value of underlying non-derivative positions, which do not qualify for fair value accounting. The difference in accountingtreatment of derivatives in this category and the underlying non-derivative positions can result in significant earnings volatility.•Marketing and Origination — Represents derivative activity transacted by originating substantially hedged positions with wholesale energymarketers, producers, end users, utilities, retail aggregators and alternative energy suppliers.•Fundamentals Based Trading — Represents derivative activity transacted with the intent of taking a view, capturing market price changes, orputting capital at risk. This activity is speculative in nature as opposed to hedging an existing exposure.•Other — Includes derivative activity at DTE Electric related to FTRs. Changes in the value of derivative contracts at DTE Electric are recorded asDerivative assets or liabilities, with an offset to Regulatory assets or liabilities as the settlement value of these contracts will be included in thePSCR mechanism when realized.The following tables present the fair value of derivative instruments as of December 31, 2014 and 2013: December 31, 2014 December 31, 2013 DerivativeAssets Derivative Liabilities DerivativeAssets Derivative Liabilities (In millions)Derivatives not designated as hedging instruments: Foreign currency exchange contracts$4 $(5) $— $(1)Commodity Contracts: Natural Gas787 (718) 396 (503)Electricity342 (342) 400 (398)Other45 (45) 37 (34)Total derivatives not designated as hedging instruments:$1,178 $(1,110) $833 $(936)Total derivatives: Current$1,083 $(1,041) $691 $(773)Noncurrent95 (69) 142 (163)Total derivatives$1,178 $(1,110) $833 $(936)Certain of the Company's derivative positions are subject to netting arrangements which provide for offsetting of asset and liability positions as well asrelated cash collateral. Such netting arrangements generally do not have restrictions. Under such netting arrangements, the Company offsets the fair value ofderivative instruments with cash collateral received or paid for those contracts executed with the same counterparty, which reduces the Company's total assetsand liabilities. Cash collateral is allocated between the fair value of derivative instruments and customer accounts receivable and payable with the samecounterparty on a pro rata basis to the extent there is exposure. Any cash collateral remaining, after the exposure is netted to zero, is reflected in accountsreceivable and accounts payable as collateral paid or received, respectively.80DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)The Company also provides and receives collateral in the form of letters of credit which can be offset against net derivative assets and liabilities as wellas accounts receivable and payable. The Company had issued letters of credit of approximately $7 million and $19 million at December 31, 2014 and 2013,respectively, which could be used to offset net derivative liabilities. Letters of credit received from third parties which could be used to offset our netderivative assets were approximately $5 million and $1 million at December 31, 2014 and 2013, respectively. Such balances of letters of credit are excludedfrom the tables below and are not netted with the recognized assets and liabilities in the Consolidated Statements of Financial Position.For contracts with certain clearing agents the fair value of derivative instruments is netted against realized positions with the net balance reflected aseither 1) a derivative asset or liability or 2) an account receivable or payable. Other than certain clearing agents, accounts receivable and accounts payablethat are subject to netting arrangements have not been offset against the fair value of derivative assets and liabilities. Certain contracts that have nettingarrangements have not been offset in the Consolidated Statements of Financial Position. The impact of netting these derivative instruments and cashcollateral related to such contracts is not material. Only the gross amounts for these derivative instruments are included in the table below.The total cash collateral posted, net of cash collateral received, was $61 million and $12 million as of December 31, 2014 and 2013, respectively. Therewas no cash collateral related to unrealized positions to net against derivative assets while derivative liabilities are shown net of cash collateral of $19million as of December 31, 2014. As of December 31, 2013, derivative assets and derivative liabilities are shown net of cash collateral of $26 million and $17million, respectively. The Company recorded cash collateral paid of $44 million and cash collateral received of $2 million not related to unrealizedderivative positions as of December 31, 2014. The Company recorded cash collateral paid of $34 million and cash collateral received of $13 million notrelated to unrealized derivative positions as of December 31, 2013. These amounts are included in accounts receivable and accounts payable and arerecorded net by counterparty.The following table presents the netting offsets of derivative assets and liabilities at December 31, 2014 and 2013: December 31, 2014 December 31, 2013 Gross Amounts ofRecognized Assets(Liabilities) Gross AmountsOffset in theConsolidatedStatements ofFinancial Position Net Amounts of Assets(Liabilities) Presentedin the ConsolidatedStatements ofFinancial Position Gross Amounts ofRecognized Assets(Liabilities) Gross AmountsOffset in theConsolidatedStatements ofFinancial Position Net Amounts of Assets(Liabilities) Presentedin the ConsolidatedStatements ofFinancial Position (In millions)Derivative assets: Commodity Contracts: Natural Gas$787 $(681) $106 $396 $(382) $14Electricity342 (280) 62 400 (291) 109Other45 (42) 3 37 (34) 3Other derivative contracts (a)4 (3) 1 — — —Total derivative assets$1,178 $(1,006) $172 $833 $(707) $126 Derivative liabilities: Commodity Contracts: Natural Gas$(718) $679 $(39) $(503) $395 $(108)Electricity(342) 298 (44) (398) 269 (129)Other(45) 45 — (34) 34 —Other derivative contracts (a)(5) 3 (2) (1) — (1)Total derivative liabilities$(1,110) $1,025 $(85) $(936) $698 $(238)_______________________________________(a)Primarily includes Foreign currency exchange contracts81DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)The following table presents the netting offsets of derivative assets and liabilities at December 31, 2014 and 2013: December 31, 2014 December 31, 2013 Derivative Assets Derivative Liabilities Derivative Assets Derivative Liabilities Current Noncurrent Current Noncurrent Current Noncurrent Current Noncurrent (In millions)Reconciliation of derivativeinstruments to ConsolidatedStatements of Financial Position: Total fair value of derivatives$1,083 $95 $(1,041) $(69) $691 $142 $(773) $(163)Counterparty netting(955) (51) 955 51 (566) (115) 566 115Collateral adjustment— — 9 10 (26) — 12 5Total derivatives as reported$128 $44 $(77) $(8) $99 $27 $(195) $(43)The effect of derivatives not designated as hedging instruments on the Consolidated Statements of Operations for years ended December 31, 2014 and2013 is as follows: Location of Gain (Loss) Recognizedin Income on Derivatives Gain (Loss) Recognized inIncome on Derivatives forYears Ended December 31,Derivatives not Designated as Hedging Instruments 2014 2013 (In millions)Foreign currency exchange contracts Operating Revenue $(2) $(1)Commodity Contracts: Natural Gas Operating Revenue (30) (48)Natural Gas Fuel, purchased power and gas (5) (44)Electricity Operating Revenue 123 82Other Operating Revenue (7) —Total $79 $(11)Revenues and energy costs related to trading contracts are presented on a net basis in the Consolidated Statements of Operations. Commodityderivatives used for trading purposes, and financial non-trading commodity derivatives, are accounted for using the MTM method with unrealized andrealized gains and losses recorded in Operating revenues. Non-trading physical commodity sale and purchase derivative contracts are generally accounted forusing the MTM method with unrealized and realized gains and losses for sales recorded in Operating revenue and purchases recorded in Fuel, purchasedpower and gas.The following represents the cumulative gross volume of derivative contracts outstanding as of December 31, 2014:Commodity Number of UnitsNatural Gas (MMBtu) 895,599,953Electricity (MWh) 11,296,153Foreign Currency Exchange (Canadian dollars) 63,022,462Various subsidiaries of the Company have entered into contracts which contain ratings triggers and are guaranteed by DTE Energy. These contractscontain provisions which allow the counterparties to require that the Company post cash or letters of credit as collateral in the event that DTE Energy’s creditrating is downgraded below investment grade. Certain of these provisions (known as “hard triggers”) state specific circumstances under which the Companycan be required to post collateral upon the occurrence of a credit downgrade, while other provisions (known as “soft triggers”) are not as specific. Forcontracts with soft triggers, it is difficult to estimate the amount of collateral which may be requested by counterparties and/or which the Company mayultimately be required to post. The amount of such collateral which could be requested fluctuates based on commodity prices (primarily natural gas, powerand coal) and the provisions and maturities of the underlying transactions. As of December 31, 2014, DTE Energy's contractual obligation to post collateralin the form of cash or letter of credit in the event of a downgrade to below investment grade, under both hard trigger and soft trigger provisions, wasapproximately $349 million.82DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)As of December 31, 2014, the Company had approximately $1,058 million of derivatives in net liability positions, for which hard triggers exist.Collateral of approximately $12 million has been posted against such liabilities, including cash and letters of credit. Associated derivative net asset positionsfor which contractual offset exists were approximately $973 million. The net remaining amount of approximately $73 million is derived from the $349million noted above.NOTE 13 — LONG-TERM DEBTLong-Term DebtThe Company’s long-term debt outstanding and weighted average interest rates (a) of debt outstanding at December 31 were: 2014 2013 (In millions)Mortgage bonds, notes and other DTE Energy Debt, Unsecured 4.6% due 2016 to 2033$1,647 $1,297DTE Electric Taxable Debt, Principally Secured 4.5% due 2016 to 20444,824 4,286DTE Electric Tax-Exempt Revenue Bonds (b) 5.2% due 2020 to 2030330 558DTE Gas Taxable Debt, Principally Secured 5.2% due 2015 to 20441,099 1,029Other Long-Term Debt, Including Non-Recourse Debt121 142 8,021 7,312Less amount due within one year(161) (694) $7,860 $6,618Securitization bonds 6.6% due 2015$105 $302Less amount due within one year(105) (197) $— $105Junior Subordinated Debentures 6.5% due 2061$280 $2805.25% due 2062200 200 $480 $480_______________________________________(a)Weighted average interest rates as of December 31, 2014 are shown below the description of each category of debt.(b)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.83DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)Debt IssuancesIn 2014, the following debt was issued:Company Month Issued Type Interest Rate Maturity Amount (In millions)DTE Energy May Senior Notes (a) 3.50% 2024 $350DTE Electric June Mortgage Bonds (a) 3.77% 2026 100DTE Electric June Mortgage Bonds (a) 4.60% 2044 150DTE Electric July Mortgage Bonds (a) 3.375% 2025 350DTE Electric July Mortgage Bonds (a) 4.30% 2044 350DTE Energy November Senior Notes (a) 2.40% 2019 300DTE Gas December Mortgage Bonds (a) 4.35% 2044 150 $1,750_______________________________________(a)Proceeds were used for the redemption of long-term debt, repayment of short-term borrowings and general corporate purposes.Debt RedemptionsIn 2014, the following debt was redeemed:Company Month Type Interest Rate Maturity Amount (In millions)DTE Electric March Mortgage Bonds Various 2014 $13DTE Electric March Securitization Bonds 6.62% 2014 100DTE Electric April Tax Exempt Revenue Bonds (a) 2.35% 2024 31DTE Electric April Tax Exempt Revenue Bonds (a) 4.65% 2028 32DTE Gas May Mortgage Bonds 8.25% 2014 80DTE Energy May Senior Notes 7.625% 2014 300DTE Electric June Tax Exempt Revenue Bonds (a) 4.875% 2029 36DTE Electric June Tax Exempt Revenue Bonds (a) 6.00% 2036 69DTE Electric July Senior Notes 4.80% 2015 200DTE Electric August Senior Notes 5.40% 2014 200DTE Electric August Tax Exempt Revenue Bonds (a) 5.25% 2029 60DTE Electric September Securitization Bonds 6.62% 2014 96DTE Energy Various Other Long Term Debt Various 2014 20 $1,237_______________________________________(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.The following table shows the scheduled debt maturities, excluding any unamortized discount or premium on debt: 2015 2016 2017 2018 2019 2020 andThereafter Total (In millions)Amount to mature$266 $465 $9 $407 $427 $7,046 $8,620Junior Subordinated DebenturesAt December 31, 2014, DTE Energy had $280 million of 6.5% Junior Subordinated Debentures due 2061 and $200 million of 5.25% JuniorSubordinated Debentures due 2062. DTE Energy has the right to defer interest payments on the debt securities. Should DTE Energy exercise this right, itcannot declare or pay dividends on, or redeem, purchase or acquire, any of its capital stock during the deferral period. Any deferred interest payments willbear additional interest at the rate associated with the related debt issue. As of December 31, 2014, no interest payments have been deferred on the debtsecurities.84DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)Cross Default ProvisionsSubstantially all of the net utility properties of DTE Electric and DTE Gas are subject to the lien of mortgages. Should DTE Electric or DTE Gas fail totimely pay their indebtedness under these mortgages, such failure may create cross defaults in the indebtedness of DTE Energy.NOTE 14 — PREFERRED AND PREFERENCE SECURITIESAs of December 31, 2014, the amount of authorized and unissued stock is as follows:Company Type of Stock Par Value Shares AuthorizedDTE Energy Preferred $— 5,000,000DTE Electric Preferred $100 6,747,484DTE Electric Preference $1 30,000,000DTE Gas Preferred $1 7,000,000DTE Gas Preference $1 4,000,000NOTE 15 — SHORT-TERM CREDIT ARRANGEMENTS AND BORROWINGSDTE Energy and its wholly owned subsidiaries, DTE Electric and DTE Gas, have unsecured revolving credit agreements that can be used for generalcorporate borrowings, but are intended to provide liquidity support for each of the companies’ commercial paper programs. Borrowings under the facilitiesare available at prevailing short-term interest rates. Additionally, DTE Energy has other facilities to support letter of credit issuance.The agreements require the Company to maintain a total funded debt to capitalization ratio of no more than 0.65 to 1. At December 31, 2014, the totalfunded debt to total capitalization ratios for DTE Energy, DTE Electric and DTE Gas are 0.50 to 1, 0.51 to 1 and 0.48 to 1, respectively, and are incompliance with this financial covenant. The availability under the facilities in place at December 31, 2014 is shown in the following table: DTE Energy DTE Electric DTE Gas Total (In millions)Unsecured letter of credit facility, expiring in February 2015$100 $— $— $100Unsecured letter of credit facility, expiring in August 2015125 — — 125Unsecured revolving credit facility, expiring April 20181,200 300 300 1,800 1,425 300 300 2,025Amounts outstanding at December 31, 2014: Commercial paper issuances203 50 145 398Letters of credit204 — — 204 407 50 145 602Net availability at December 31, 2014$1,018 $250 $155 $1,423The Company has other outstanding letters of credit which are not included in the above described facilities totaling approximately $35 million whichare used for various corporate purposes.The weighted average interest rate for short-term borrowings was 0.4% and 0.2% at December 31, 2014 and 2013, respectively.85DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)In conjunction with maintaining certain exchange traded risk management positions, the Company may be required to post cash collateral with itsclearing agent. The Company has a demand financing agreement for up to $100 million with its clearing agent. The agreement, as amended, also allows forup to $50 million of additional margin financing provided that the Company posts a letter of credit for the incremental amount. At December 31, 2014, a $50million letter of credit was in place, raising the capacity under this facility to $150 million. The $50 million letter of credit is included in the table above. Theamount outstanding under this agreement was $37 million and $138 million at December 31, 2014 and 2013, respectively.Dividend RestrictionsCertain of the Company’s credit facilities contain a provision requiring the Company to maintain a total funded debt to capitalization ratio, as definedin the agreements, of no more than 0.65 to 1, which has the effect of limiting the amount of dividends the Company can pay in order to maintain compliancewith this provision. The effect of this provision was to restrict the payment of approximately $730 million at December 31, 2014 of total retained earnings ofapproximately $4.6 billion. There are no other effective limitations with respect to the Company’s ability to pay dividends.NOTE 16 — CAPITAL AND OPERATING LEASESLessee - Operating Lease — The Company leases various assets under operating leases, including coal railcars, office buildings, a warehouse,computers, vehicles and other equipment. The lease arrangements expire at various dates through 2046.Future minimum lease payments under non-cancelable leases at December 31, 2014 were: OperatingLeases (In millions)2015$42201634201728201823201914Thereafter78Total minimum lease payments$219Rental expense for operating leases was $38 million in 2014, $34 million in 2013 and $36 million in 2012.86DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)Lessor - Capital Lease — The Company leases a portion of its pipeline system to the Vector Pipeline through a capital lease contract that expires in2020, with renewal options extending for five years. The Company owns a 40% interest in the Vector Pipeline. In addition, the Company has two energyservices agreements, a portion of which are accounted for as capital leases. One agreement expires in 2021. The other agreement expires in 2019, with a threeor five year renewal option. The components of the net investment in the capital leases at December 31, 2014, were as follows: CapitalLeases (In millions)2015$12201613201713201813201910Thereafter9Total minimum future lease receipts70Residual value of leased pipeline40Less unearned income(34)Net investment in capital lease76Less current portion(5) $71NOTE 17 — COMMITMENTS AND CONTINGENCIESEnvironmentalElectricAir — DTE Electric is subject to the EPA ozone and fine particulate transport and acid rain regulations that limit power plant emissions of sulfurdioxide and nitrogen oxides. The EPA and the State of Michigan have issued emission reduction regulations relating to ozone, fine particulate, regionalhaze, mercury, and other air pollution. These rules have led to controls on fossil-fueled power plants to reduce nitrogen oxide, sulfur dioxide, mercury andother emissions. To comply with these requirements, DTE Electric spent approximately $2.2 billion through 2014. The Company estimates DTE Electric willmake capital expenditures of approximately $100 million in 2015 and up to approximately $30 million of additional capital expenditures through 2019based on current regulations.Additional rulemakings are expected over the next few years which could require additional controls for sulfur dioxide, nitrogen oxides and otherhazardous air pollutants. The Cross State Air Pollution Rule (CSAPR), requires further reductions of sulfur dioxide and nitrogen oxides emissions effectiveJanuary 2015. DTE Electric expects to meet its obligations under CSAPR beginning in 2015.The Mercury and Air Toxics Standard (MATS) rule, formerly known as the Electric Generating Unit Maximum Achievable Control Technology (EGUMACT) Rule was finalized in December 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 all relevant units to April 2016. DTEElectric 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 beeneconomical for FGD installations to continue operation in compliance with MATS. In November 2014, the Supreme Court agreed to review a challenge to theMATS rule based on a narrowly focused question of how the EPA considered costs in regulating air pollutants emitted by electric utilities. DTE Electriccannot predict the financial impact or outcome of this Supreme Court case, or the timing of its resolution.The EPA proposed revised air quality standards for ground level ozone in November 2014 and the standards are expected to be finalized by October2015. DTE Electric will engage with the EPA and other stakeholders in commenting on this rule. DTE Electric cannot predict the financial impact of theproposed ozone standards at this time.87DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)In July 2009, DTE Energy received a NOV/FOV from the EPA alleging, among other things, that five DTE Electric power plants violated New SourcePerformance standards, Prevention of Significant Deterioration requirements, and operating permit requirements under the Clean Air Act. In June 2010, theEPA 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 receiveda supplemental NOV from the EPA relating to the July 2009 NOV/FOV. The supplemental NOV alleged additional violations relating to the New SourceReview 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 ofMichigan 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, butnot 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 availablecontrol 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 emissionsreductions from DTE Electric's fleet of coal-fired power plants until the new control equipment is operating. In August 2011, the U.S. District Court judgegranted DTE Energy's motion for summary judgment in the civil case, dismissing the case and entering judgment in favor of DTE Energy and DTE Electric.In October 2011, the EPA caused to be filed a Notice of Appeal to the U.S. Court of Appeals for the Sixth Circuit. In March 2013, the Court of Appealsremanded the case to the U.S. District Court for review of the procedural component of the New Source Review notification requirements. In September 2013,the EPA caused to be filed a motion seeking leave to amend their complaint regarding the June 2010 NOV/FOV adding additional claims related to outagework performed at the Trenton Channel and Belle River power plants as well as additional claims related to work performed at the Monroe Power Plant. Inaddition, the Sierra Club caused to be filed a motion to add a claim regarding the River Rouge Power Plant. In March 2014, the U.S. District Court judgegranted again DTE Energy's motion for summary judgment dismissing the civil case related to Monroe Unit 2. In April 2014, the U.S. District Court judgegranted motions filed by the EPA and the Sierra Club to amend their New Source Review complaint adding additional claims for Monroe Units 1, 2 and 3,Belle River Units 1 and 2, Trenton Channel Unit 9 and denied the claims related to River Rouge that were brought by the Sierra Club. In June 2014, the EPAfiled a motion requesting certification for appeal of the March 2014 summary judgment decision. In October 2014, the EPA and the U.S. Department ofJustice filed the anticipated notice of appeal of the U.S. District Court judge's dismissal of the Monroe Unit 2 case. This will officially start the appellateprocess. The amended New Source Review claims are all stayed until the appeal is resolved by the U.S. Court of Appeals for the Sixth Circuit.DTE Energy and DTE Electric believe that the plants and generating units identified by the EPA and the Sierra Club have complied with all applicablefederal environmental regulations. Depending upon the outcome of discussions with the EPA regarding the two NOVs/FOVs, DTE Electric could be requiredto install additional pollution control equipment at some or all of the power plants in question, implement early retirement of facilities where controlequipment is not economical, engage in supplemental environmental programs, and/or pay fines. The Company cannot predict the financial impact oroutcome of this matter, or the timing of its resolution.Water — In response to an EPA regulation, DTE Electric would be required to examine alternatives for reducing the environmental impacts of thecooling water intake structures at several of its facilities. Based on the results of completed studies and expected future studies, DTE Electric may be requiredto install technologies to reduce the impacts of the water intake structures. A final rule was issued in May 2014. The final rule specifies a time periodexceeding three years to complete studies to determine the type of technology needed to reduce impacts to fish. Final compliance for the installation of therequired technology will be determined by each state on a case by case basis. We are currently evaluating the compliance options and working with the Stateof Michigan on evaluating whether any controls are needed. These evaluations/studies may require modifications to some existing intake structures. It is notpossible to quantify the impact of this rulemaking at this time.In April 2013, the EPA proposed revised steam electric effluent guidelines regulating wastewater streams from coal-fired power plants includingmultiple possible options for compliance. The rules are expected to be finalized by September 2015. It is not possible at this time to quantify the impacts ofthese developing requirements.88DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)Contaminated and Other Sites — Prior to the construction of major interstate natural gas pipelines, gas for heating and other uses was manufacturedlocally from processes involving coal, coke or oil. The facilities, which produced gas, have been designated as MGP sites. DTE Electric conducted remedialinvestigations at contaminated sites, including three former MGP sites. The investigations have revealed contamination related to the by-products of gasmanufacturing at each MGP site. In addition to the MGP sites, the Company is also in the process of cleaning up other contaminated sites, including the areasurrounding 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. AtDecember 31, 2014 and 2013, the Company had $10 million and $8 million accrued for remediation, respectively. Any change in assumptions, such asremediation techniques, nature and extent of contamination and regulatory requirements, could impact the estimate of remedial action costs for the sites andaffect the Company’s financial position and cash flows. The Company believes the likelihood of a material change to the accrued amount is remote based oncurrent knowledge of the conditions at each site.In December 2014, the EPA released a pre-publication version of a rule to regulate coal ash. This rule is based on the continued listing of ash as a non-hazardous waste, and relies on various self-implementation design and performance standards. The rule is still being evaluated and it is not possible toquantify its impact at this time. DTE Electric owns and operates three permitted engineered ash storage facilities to dispose of fly ash from coal fired powerplants and operates a number of smaller impoundments at its power plants.GasContaminated and Other Sites — Gas segment, owns or previously owned, 15 former MGP sites. Investigations have revealed contamination related tothe by-products of gas manufacturing at each site. Cleanup of three of the MGP sites is complete and the sites were closed. We completed partial closure oftwo sites in 2014. Cleanup activities associated with the remaining sites will be continued over the next several years. The MPSC has established a costdeferral and rate recovery mechanism for investigation and remediation costs incurred at former MGP sites. In addition to the MGP sites, the Company is alsoin the process of cleaning up other contaminated sites, including gate stations, gas pipeline releases and underground storage tank locations. As ofDecember 31, 2014 and 2013, the Company had $24 million and $28 million accrued for remediation, respectively. Any change in assumptions, such asremediation techniques, nature and extent of contamination and regulatory requirements, could impact the estimate of remedial action costs for the sites andaffect the Company’s financial position and cash flows. The Company anticipates the cost amortization methodology approved by the MPSC for DTE Gas,which allows DTE Gas to amortize the MGP costs over a ten-year period beginning with the year subsequent to the year the MGP costs were incurred, willprevent environmental costs from having a material adverse impact on the Company’s results of operations.Non-utilityThe Company’s non-utility businesses are subject to a number of environmental laws and regulations dealing with the protection of the environmentfrom various pollutants.The Michigan coke battery facility received and responded to information requests from the EPA that resulted in the issuance of a NOV in June 2007alleging potential maximum achievable control technologies and new source review violations. The EPA is in the process of reviewing the Company’sposition of demonstrated compliance and has not initiated escalated enforcement. At this time, the Company cannot predict the impact of this issue.Furthermore, the Michigan coke battery facility is the subject of an investigation by the MDEQ concerning visible emissions readings that resulted from theCompany self reporting to MDEQ questionable activities by an employee of a contractor hired by the Company to perform the visible emissions readings. Atthis time, the Company cannot predict the impact of this investigation.The Company received two NOVs from the Pennsylvania Department of Environmental Protection (PADEP) in 2010 alleging violations of the permitfor the Pennsylvania coke battery facility in connection with coal pile storm water runoff. The Company settled the alleged violations by implementing bestmanagement practices to address the issues and repair/upgrade their wastewater treatment plant. The Company recently received a permit to upgrade itsexisting waste water treatment system and is currently seeking a permit from the PADEP to further upgrade its wastewater treatment technology to abiological treatment facility. The Company expects to spend $1 million on the existing waste water treatment system to comply with existing water dischargerequirements and to upgrade its coal pile storm water runoff management program. The Company will also spend up to an additional $13 million over thenext few years to upgrade the treatment technology to biological treatment to meet future regulatory requirements and gain other operational improvementsavings.89DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)The Company received an NOV from the Allegheny County (PA) Health Department pertaining to excessive opacity readings from fugitive sources(mainly pushing emissions) in excess of its opacity standards for the Pennsylvania coke battery facility. Fugitive sources at the plant are in full compliancewith the applicable Federal Opacity Standards. In February 2014, the Company received from the Group Against Smog & Pollution (GASP) a 60 day Noticeof Intent to sue letter under the Federal Clean Air Act and/or Article XXI of the Allegheny County (PA) Health Department's Rules and Regulations. GASPalleged in the letter that the Company's coke battery facility in Pennsylvania was in violation of visible emissions limits from charging activities, door leaks,the combustion stack and pushing operations and hydrogen sulfide emission limits on flared, mixed or combusted coke oven gas. To resolve these issues, theCompany agreed to a Consent Order and Agreement with Allegheny County pursuant to which the Company paid a fine of $300,000 and will spend$300,000 for a supplemental environmental project to enhance particulate collection efficiency from the coke battery's quench tower. Notwithstanding theagreement reached with the County, GASP proceeded with the filing of their complaint in May 2014. The Company believes that the GASP suit is withoutmerit and filed a motion to dismiss in July 2014.OtherIn 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 incompliance by 2017. Michigan's non-attainment area includes DTE Energy facilities in southwest Detroit and areas of Wayne County. Preliminary modelingruns by the MDEQ suggest that emission reductions may be required by significant sources of sulfur dioxide emissions in these areas, including DTE Electricpower plants and our Michigan coke battery. The state implementation plan process is in the information gathering stage, and DTE Energy is unable toestimate any required emissions reductions at this time.Nuclear OperationsProperty InsuranceDTE Electric maintains property insurance policies specifically for the Fermi 2 plant. These policies cover such items as replacement power andproperty damage. 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 $1.5 billion in primary coverage and $1.25 billion of excess coverage for stabilization, decontamination, debris removal, repair and/orreplacement of property and decommissioning. The combined coverage limit for total property damage is $2.75 billion, subject to a $1 million deductible.The total limit for property damage for non-nuclear events is $2 billion and an aggregate of $328 million of coverage for extra expenses over a two-yearperiod.On January 13, 2015, the Terrorism Risk Insurance Program Reauthorization Act of 2015 was signed, extending TRIA through December 31, 2020. Formultiple terrorism losses caused by acts of terrorism not covered under the TRIA occurring within one year after the first loss from terrorism, the NEIL policieswould make available to all insured entities up to $3.2 billion, plus any amounts recovered from reinsurance, government indemnity, or other sources tocover losses.Under NEIL policies, DTE Electric could be liable for maximum assessments of up to approximately $35 million per event if the loss associated withany one event at any nuclear plant should exceed the accumulated funds available to NEIL.Public Liability InsuranceAs required by federal law, DTE Electric maintains $375 million of public liability insurance for a nuclear incident. For liabilities arising from aterrorist act outside the scope of TRIA, the policy is subject to one industry aggregate limit of $300 million. Further, under the Price-Anderson AmendmentsAct of 2005, deferred premium charges up to $127 million could be levied against each licensed nuclear facility, but not more than $19 million per year perfacility. Thus, deferred premium charges could be levied against all owners of licensed nuclear facilities in the event of a nuclear incident at any of thesefacilities.90DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)Nuclear Fuel Disposal CostsIn accordance with the Federal Nuclear Waste Policy Act of 1982, DTE Electric has a contract with the DOE for the future storage and disposal of spentnuclear fuel from Fermi 2 that required DTE Electric to pay the DOE a fee of 1 mill per kWh of Fermi 2 electricity generated and sold. The fee was acomponent of nuclear fuel expense. The DOE's Yucca Mountain Nuclear Waste Repository program for the acceptance and disposal of spent nuclear fuel wasterminated in 2011. 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 spentnuclear fuel under the timetable set forth in the Federal Nuclear Waste Policy Act of 1982. In July 2012, DTE Electric executed a settlement agreement withthe federal government for costs associated with the DOE's delay in acceptance of spent nuclear fuel from Fermi 2 for permanent storage. The settlementagreement, including extensions, provides for a claims process and payment of delay-related costs experienced by DTE Electric through 2016. DTE Electric'sclaims are being settled and paid on a timely basis. The settlement proceeds reduce the cost of the dry cask storage facility assets and provide reimbursementfor related operating expenses. The 1 mill per kWh DOE fee was reduced to zero effective May 16, 2014.DTE Electric currently employs a spent nuclear fuel storage strategy utilizing a fuel pool and a newly completed dry cask storage facility. The initialdry cask loading campaign planned for 2014 has been completed. The dry cask storage facility is expected to provide sufficient spent fuel storage capabilityfor the life of the plant as defined by the original operating license.The federal government continues to maintain its legal obligation to accept spent nuclear fuel from Fermi 2 for permanent storage. Issues relating tolong-term waste disposal policy and to the disposition of funds contributed by DTE Electric ratepayers to the federal waste fund await future governmentalaction.Synthetic Fuel GuaranteesThe Company discontinued the operations of its synthetic fuel production facilities throughout the United States as of December 31, 2007. TheCompany provided certain guarantees and indemnities in conjunction with the sales of interests in its synfuel facilities. The guarantees cover potentialcommercial, environmental, oil price and tax-related obligations and will survive until 90 days after expiration of all applicable statutes of limitations. TheCompany estimates that its maximum potential liability under these guarantees at December 31, 2014 is approximately $1 billion. Payment under theseguarantees is considered remote.REF GuaranteesThe Company has provided certain guarantees and indemnities in conjunction with the sales of interests in its REF facilities. The guarantees coverpotential commercial, environmental, and tax-related obligations and will survive until 90 days after expiration of all applicable statutes of limitations. TheCompany estimates that its maximum potential liability under these guarantees at December 31, 2014 is approximately $172 million. Payment under theseguarantees is considered remote.Other GuaranteesIn certain limited circumstances, the Company enters into contractual guarantees. The Company may guarantee another entity’s obligation in the eventit fails to perform. The Company may provide guarantees in certain indemnification agreements. Finally, the Company may provide indirect guarantees forthe indebtedness of others. The Company’s guarantees are not individually material with maximum potential payments totaling $60 million at December 31,2014. Payment under these guarantees is considered remote.The Company is periodically required to obtain performance surety bonds in support of obligations to various governmental entities and othercompanies in connection with its operations. As of December 31, 2014, the Company had approximately $49 million of performance bonds outstanding. Inthe event that such bonds are called for nonperformance, the Company would be obligated to reimburse the issuer of the performance bond. The Company isreleased from the performance bonds as the contractual performance is completed and does not believe that a material amount of any currently outstandingperformance bonds will be called.Labor ContractsThere are several bargaining units for the Company's approximately 4,900 represented employees. The majority of the represented employees are undercontracts that expire in 2016 and 2017.91DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)Purchase CommitmentsAs of December 31, 2014, the Company was party to numerous long-term purchase commitments relating to a variety of goods and services required forthe Company’s business. These agreements primarily consist of fuel supply commitments, renewable energy contracts and energy trading contracts. TheCompany estimates that these commitments will be approximately $9.0 billion from 2015 through 2051 as detailed in the following table: (In millions)2015$2,38420161,2582017742201847720194312020 and thereafter3,723 $9,015The Company also estimates that 2015 capital expenditures and contributions to equity method investments will be approximately $2.6 billion. TheCompany has made certain commitments in connection with expected capital expenditures.BankruptciesThe Company purchases and sells electricity, natural gas, coal, coke and other energy products from and to governmental entities and numerouscompanies operating in the steel, automotive, energy, retail, financial and other industries. Certain of its customers have filed for bankruptcy protection underthe U.S. Bankruptcy Code. The Company regularly reviews contingent matters relating to these customers and its purchase and sale contracts and recordsprovisions for amounts considered at risk of probable loss. The Company believes its accrued amounts are adequate for probable loss.Other ContingenciesThe Company is involved in certain other legal, regulatory, administrative and environmental proceedings before various courts, arbitration panels andgovernmental agencies concerning claims arising in the ordinary course of business. These proceedings include certain contract disputes, additionalenvironmental reviews and investigations, audits, inquiries from various regulators, and pending judicial matters. The Company cannot predict the finaldisposition of such proceedings. The Company regularly reviews legal matters and records provisions for claims that it can estimate and are consideredprobable of loss. The resolution of these pending proceedings is not expected to have a material effect on the Company’s operations or financial statementsin the periods they are resolved.For a discussion of contingencies related to regulatory matters and derivatives see Notes 8 and 12 to the Consolidated Financial Statements,"Regulatory Matters" and "Financial and Other Derivative Instruments".NOTE 18 — RETIREMENT BENEFITS AND TRUSTEED ASSETSPension Plan BenefitsThe Company has qualified defined benefit retirement plans for eligible represented and non-represented employees. The plans are noncontributory,and provide traditional retirement benefits based on the employees’ years of benefit service, average final compensation and age at retirement. In addition,certain represented and non-represented employees are covered under cash balance provisions that determine benefits on annual employer contributions andinterest credits. The Company also maintains supplemental nonqualified, noncontributory, retirement benefit plans for selected management employees.These plans provide for benefits that supplement those provided by DTE Energy’s other retirement plans.Effective January 1, 2012 for non-represented employees, and in June 2011 and March 2013 for the majority of represented employees, the Companydiscontinued offering a defined benefit retirement plan to newly hired employees. In its place, the Company will annually contribute an amount equivalentto 4% (8% for certain DTE Gas represented employees) of an employee's eligible pay to the employee's defined contribution retirement savings plan.92DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)The Company’s policy is to fund pension costs by contributing amounts consistent with the provisions of the Pension Protection Act of 2006 andadditional amounts when it deems appropriate. The Company contributed $188 million to its qualified pension plans in 2014. At the discretion ofmanagement, and depending upon financial market conditions, the Company anticipates making up to $180 million in contributions to the pension plans in2015.Net pension cost includes the following components: 2014 2013 2012 (In millions)Service cost$83 $94 $82Interest cost212 192 204Expected return on plan assets(273) (266) (244)Amortization of: Net loss157 208 176Special termination benefits— — 2Net pension cost$179 $228 $220 2014 2013 (In millions)Other changes in plan assets and benefit obligations recognized in Regulatory assets and Other comprehensive income Net actuarial (gain) loss$805 $(581)Amortization of net actuarial loss(157) (208)Prior service cost(7) —Total recognized in Regulatory assets and Other comprehensive income$641 $(789)Total recognized in net periodic pension cost, Regulatory assets and Other comprehensive income$820 $(561)Estimated amounts to be amortized from Regulatory assets and Accumulated other comprehensive income into net periodicbenefit cost during next fiscal year Net actuarial loss$206 $15193DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)The following table reconciles the obligations, assets and funded status of the plans as well as the amounts recognized as prepaid pension cost orpension liability in the Consolidated Statements of Financial Position at December 31: 2014 2013 (In millions)Accumulated benefit obligation, end of year$4,853 $4,068Change in projected benefit obligation Projected benefit obligation, beginning of year$4,380 $4,729Service cost83 94Interest cost212 192Plan amendments(7) (3)Actuarial (gain) loss836 (400)Benefits paid(235) (232)Projected benefit obligation, end of year$5,269 $4,380Change in plan assets Plan assets at fair value, beginning of year$3,720 $3,223Actual return on plan assets301 445Company contributions195 284Benefits paid(235) (232)Plan assets at fair value, end of year$3,981 $3,720Funded status of the plans$(1,288) $(660)Amount recorded as: Current liabilities$(8) $(7)Noncurrent liabilities(1,280) (653) $(1,288) $(660)Amounts recognized in Accumulated other comprehensive loss, pre-tax Net actuarial loss$194 $174Prior service (credit)(1) (1) $193 $173Amounts recognized in Regulatory assets (see Note 8) Net actuarial loss$2,285 $1,654Prior service (credit) cost(1) 6 $2,284 $1,660At December 31, 2014, the benefits related to the Company’s qualified and nonqualified pension plans expected to be paid in each of the next fiveyears and in the aggregate for the five fiscal years thereafter are as follows: (In millions)2015$26920162772017286201829820193092020-20241,634Total$3,07394DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)Assumptions used in determining the projected benefit obligation and net pension costs are listed below: 2014 2013 2012Projected benefit obligation Discount rate4.12% 4.95% 4.15%Rate of compensation increase4.65% 4.20% 4.20%Net pension costs Discount rate4.95% 4.15% 5.00%Rate of compensation increase4.20% 4.20% 4.20%Expected long-term rate of return on plan assets7.75% 8.25% 8.25%The Company employs a formal process in determining the long-term rate of return for various asset classes. Management reviews historic financialmarket risks and returns and long-term historic relationships between the asset classes of equities, fixed income and other assets, consistent with the widelyaccepted capital market principle that asset classes with higher volatility generate a greater return over the long-term. Current market factors such as inflation,interest rates, asset class risks and asset class returns are evaluated and considered before long-term capital market assumptions are determined. The long-termportfolio return is also established employing a consistent formal process, with due consideration of diversification, active investment management andrebalancing. Peer data is reviewed to check for reasonableness. As a result of this process, the Company has long-term rate of return assumptions for itspension plans of 7.75% and other postretirement benefit plans of 8.00%, for 2015. The Company believes these rates are a reasonable assumption for thelong-term rate of return on its plan assets for 2015 given its investment strategy.The Company employs a total return investment approach whereby a mix of equities, fixed income and other investments are used to maximize thelong-term return on plan assets consistent with prudent levels of risk, with consideration given to the liquidity needs of the plan. Risk tolerance is establishedthrough consideration of future plan cash flows, plan funded status and corporate financial considerations. The investment portfolio contains a diversifiedblend of equity, fixed income and other investments. Furthermore, equity investments are diversified across U.S. and non-U.S. stocks, growth and valuestocks, and large and small market capitalizations. Fixed income securities generally include market and long duration bonds of companies from diversifiedindustries, mortgage-backed securities, non-U.S. securities, bank loans and U.S. Treasuries. Other assets such as private markets and hedge funds are used toenhance long-term returns while improving portfolio diversification. Derivatives may be utilized in a risk controlled manner, to potentially increase theportfolio beyond the market value of invested assets and/or reduce portfolio investment risk. Investment risk is measured and monitored on an ongoing basisthrough annual liability measurements, periodic asset/liability studies and quarterly investment portfolio reviews.Target allocations for pension plan assets as of December 31, 2014 are listed below:U.S. Large Cap Equity Securities22%U.S. Small Cap and Mid Cap Equity Securities5Non U.S. Equity Securities20Fixed Income Securities25Hedge Funds and Similar Investments20Private Equity and Other8 100%95DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)Fair Value Measurements for pension plan assets at December 31, 2014 and 2013 (a): December 31, 2014 December 31, 2013 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total (In millions)Asset category: Short-term investments (b)$46 $— $— $46 $22 $— $— $22Equity securities U.S. large cap (c)899 — — 899 896 — — 896U.S. small/mid cap (d)225 — — 225 221 — — 221Non U.S. (e)526 219 — 745 611 130 — 741Fixed income securities (f)7 1,113 — 1,120 16 921 — 937Hedge funds and similar investments (g)226 95 438 759 268 70 395 733Private equity and other (h)— — 187 187 — — 170 170Securities lending (i)(189) (50) — (239) — — — —Securities lending collateral (i)189 50 — 239 — — — —Total$1,929 $1,427 $625 $3,981 $2,034 $1,121 $565 $3,720_______________________________________(a)For a description of levels within the fair value hierarchy see Note 11 to the Consolidated Financial Statements, "Fair Value".(b)This category predominantly represents certain short-term fixed income securities and money market investments that are managed in separate accounts or commingled funds.Pricing for investments in this category are obtained from quoted prices in actively traded markets or valuations from brokers or pricing services.(c)This category comprises both actively and not actively managed portfolios that track the S&P 500 low cost equity index funds. Investments in this category are exchange-tradedsecurities whereby unadjusted quote prices can be obtained. Exchange-traded securities held in a commingled fund are classified as Level 2 assets.(d)This category represents portfolios of small and medium capitalization domestic equities. Investments in this category are exchange-traded securities whereby unadjusted quoteprices can be obtained. Exchange-traded securities held in a commingled fund are classified as Level 2 assets.(e)This category primarily consists of portfolios of non-U.S. developed and emerging market equities. Investments in this category are exchange-traded securities wherebyunadjusted quote prices can be obtained. Exchange-traded securities held in a commingled fund are classified as Level 2 assets.(f)This category includes corporate bonds from diversified industries, U.S. Treasuries, and mortgage-backed securities. Pricing for investments in this category is obtained fromquoted prices in actively traded markets and quotations from broker or pricing services. Non-exchange traded securities and exchange-traded securities held in commingled fundsare classified as Level 2 assets.(g)This category utilizes a diversified group of strategies that attempt to capture financial market inefficiencies and includes publicly traded debt and equity, publicly traded mutualfunds, commingled and limited partnership funds and non-exchange traded securities. Pricing for Level 1 and Level 2 assets in this category is obtained from quoted prices inactively traded markets and quoted prices from broker or pricing services. Non-exchange traded securities held in commingled funds are classified as Level 2 assets. Valuationsfor some Level 3 assets in this category may be based on limited observable inputs as there may be little, if any, publicly available pricing.(h)This category includes a diversified group of funds and strategies that primarily invests in private equity partnerships. This category also includes investments in timber andprivate mezzanine debt. Pricing for investments in this category is based on limited observable inputs as there is little, if any, publicly available pricing. Valuations for assets in thiscategory may be based on discounted cash flow analyses, relevant publicly-traded comparables and comparable transactions.(i)In 2014, DTE Energy began a securities lending program with a third party agent. The program allows the agent to lend certain securities from the Company's pension trusts toselected entities against receipt of collateral (in the form of cash) as provided for and determined in accordance with its securities lending agency agreement.The pension trust holds debt and equity securities directly and indirectly through commingled funds and institutional mutual funds. Exchange-tradeddebt and equity securities held directly are valued using quoted market prices in actively traded markets. The commingled funds and institutional mutualfunds hold exchange-traded equity or debt securities and are valued based on stated NAVs. Non-exchange traded fixed income securities are valued by thetrustee based upon quotations available from brokers or pricing services. A primary price source is identified by asset type, class or issue for each security.The trustee monitors prices supplied by pricing services and may use a supplemental price source or change the primary price source of a given security if thetrustee challenges an assigned price and determines that another price source is considered to be preferable. DTE Energy has obtained an understanding ofhow these prices are derived, including the nature and observability of the inputs used in deriving such prices. Additionally, DTE Energy selectivelycorroborates the fair values of securities by comparison of market-based price sources.96DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)Fair Value Measurements Using Significant Unobservable Inputs (Level 3): Year Ended December 31, 2014 Year Ended December 31, 2013 Hedge Fundsand SimilarInvestments Private Equityand Other Total Hedge Fundsand SimilarInvestments Private Equityand Other Total (In millions)Beginning Balance at January 1$395 $170 $565 $339 $179 $518Total realized/unrealized gains (losses)22 16 38 40 4 44Purchases, sales and settlements: Purchases22 31 53 16 15 31Sales(1) (30) (31) — (28) (28)Ending Balance at December 31$438 $187 $625 $395 $170 $565The amount of total gains for the periodattributable to the change in unrealized gains orlosses related to assets still held at the end of theperiod$21 $11 $32 $38 $3 $41There were no transfers between Level 3 and Level 2 and there were no significant transfers between Level 2 and Level 1 in the years endedDecember 31, 2014 and 2013.Other Postretirement BenefitsThe Company participates in defined benefit plans sponsored by the LLC that provide certain other postretirement health care and life insurancebenefits for employees who are eligible for these benefits. The Company’s policy is to fund certain trusts to meet its other postretirement benefit obligations.Separate qualified VEBA and other benefit trusts exist. The Company contributed $24 million to these trusts for its defined benefit other postretirementmedical and life insurance benefit plans during 2014. At the discretion of management, the Company anticipates making up to $200 million of contributionsto the trusts in 2015.Starting in 2012, in lieu of offering future employees defined benefit post-employment health care and life insurance benefits, the Company allocates afixed amount per year to an account in a defined contribution VEBA for each employee. These accounts are managed either by the Company (for non-represented and certain represented groups), or by the Utility Workers of America (UWUA) for Local 223 employees. The contributions to the VEBA for theseaccounts were $4 million in 2014, $2 million in 2013 and less than $1 million in 2012.Beginning in 2013, the Company replaced the defined benefit employer-sponsored retiree medical, prescription drug and dental coverage with anotional allocation to a Retiree Reimbursement Account. This change applies to both current and future Medicare eligible non-represented and futurerepresented retirees, spouses, surviving spouses or same sex domestic partners when the youngest of the retiree's covered household turns age 65. The amountof the annual allocation to each participant is determined by the employee's retirement date: for employees who retired on or before January 1, 2013, the baseallocation is $3,500, which increased to $3,570 in 2014 and for employees who retire after January 1, 2013, the base allocation is $3,250, which increased to$3,315 in 2014. The amount of the allocation will increase each year at the lower of the rate of medical inflation or 2%.97DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)Net other postretirement cost includes the following components: 2014 2013 2012 (In millions)Service cost$34 $47 $68Interest cost89 88 120Expected return on plan assets(122) (110) (92)Amortization of: Net loss20 64 80Prior service credit(144) (131) (25)Net other postretirement cost (credit)$(123) $(42) $151 2014 2013 (In millions)Other changes in plan assets and APBO recognized in Regulatory assets (liabilities) and Other comprehensive income Net actuarial (gain) loss$192 $(353)Amortization of net actuarial loss(20) (64)Prior service credit— (218)Amortization of prior service credit144 131Total recognized in Regulatory assets (liabilities) and Other comprehensive income$316 $(504)Total recognized in net periodic benefit cost, Regulatory assets (liabilities) and Other comprehensive income$193 $(546)Estimated amounts to be amortized from Regulatory assets (liabilities) and Accumulated other comprehensive income into netperiodic benefit cost during next fiscal year Net actuarial loss$43 $21Prior service credit$(126) $(144)98DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)The following table reconciles the obligations, assets and funded status of the plans including amounts recorded as Accrued postretirement liability inthe Consolidated Statements of Financial Position at December 31: 2014 2013 (In millions)Change in accumulated postretirement benefit obligation Accumulated postretirement benefit obligation, beginning of year$1,878 $2,315Service cost34 47Interest cost89 88Plan amendments— (218)Actuarial (gain) loss131 (267)Medicare Part D subsidy— 1Benefits paid(88) (88)Accumulated postretirement benefit obligation, end of year$2,044 $1,878Change in plan assets Plan assets at fair value, beginning of year$1,527 $1,153Actual return on plan assets62 196Company contributions24 264Benefits paid(85) (86)Plan assets at fair value, end of year$1,528 $1,527Funded status, end of year$(516) $(351)Amount recorded as: Current liabilities$(1) $(1)Noncurrent liabilities(515) (350) $(516) $(351)Amounts recognized in Accumulated other comprehensive loss, pre-tax Net actuarial loss$34 $29Prior service credit(5) (10) $29 $19Amounts recognized in Regulatory assets (liabilities) (see Note 8) Net actuarial loss$488 $321Prior service credit(254) (393) $234 $(72)At December 31, 2014, the benefits expected to be paid, including prescription drug benefits, in each of the next five years and in the aggregate for thefive fiscal years thereafter are as follows: (In millions)2015$10120161072017111201811720191222020-2024660Total$1,21899DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)Assumptions used in determining the accumulated postretirement benefit obligation and net other postretirement benefit costs are listed below: 2014 2013 2012Accumulated postretirement benefit obligation Discount rate4.10% 4.95% 4.15%Health care trend rate pre- and post- 657.50 / 6.50% 7.50 / 6.50% 7.00%Ultimate health care trend rate4.50% 4.50% 5.00%Year in which ultimate reached pre- and post- 652025 / 2024 2025 / 2024 2021Other postretirement benefit costs Discount rate (prior to interim remeasurement)4.95% 4.15% 5.00%Discount rate (post interim remeasurement)N/A 4.30% N/AExpected long-term rate of return on plan assets8.00% 8.25% 8.25%Health care trend rate pre- and post- 657.50 / 6.50% 7.00% 7.00%Ultimate health care trend rate4.50% 5.00% 5.00%Year in which ultimate reached pre- and post- 652025 / 2024 2021 2020A one percentage point increase in health care cost trend rates would have increased the total service cost and interest cost components of benefit costsby $8 million in 2014 and increased the accumulated benefit obligation by $108 million at December 31, 2014. A one percentage point decrease in thehealth care cost trend rates would have decreased the total service and interest cost components of benefit costs by $7 million in 2014 and would havedecreased the accumulated benefit obligation by $94 million at December 31, 2014.The process used in determining the long-term rate of return for assets and the investment approach for the Company’s other postretirement benefitsplans is similar to those previously described for its pension plans.Target allocations for other postretirement benefit plan assets as of December 31, 2014 are listed below:U.S. Large Cap Equity Securities17%U.S. Small Cap and Mid Cap Equity Securities4Non U.S. Equity Securities20Fixed Income Securities25Hedge Funds and Similar Investments20Private Equity and Other14 100%100DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)Fair Value Measurements for other postretirement benefit plan assets at December 31, 2014 and 2013 (a): December 31, 2014 December 31, 2013 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 TotalAsset category:(In millions)Short-term investments (b)$6 $— $— $6 $5 $— $— $5Equity securities U.S. large cap (c)266 — — 266 302 — — 302U.S. small/mid cap (d)149 — — 149 147 — — 147Non U.S. (e)222 59 — 281 282 9 — 291Fixed income securities (f)15 360 — 375 17 350 — 367Hedge funds and similar investments (g)107 45 168 320 130 25 159 314Private equity and other (h)— — 131 131 — — 101 101Securities lending (i)(141) (17) — (158) — — — —Securities lending collateral (i)141 17 — 158 — — — —Total$765 $464 $299 $1,528 $883 $384 $260 $1,527_______________________________________(a)For a description of levels within the fair value hierarchy see Note 11 to the Consolidated Financial Statements, "Fair Value".(b)This category predominantly represents certain short-term fixed income securities and money market investments that are managed in separate accounts or commingled funds.Pricing for investments in this category are obtained from quoted prices in actively traded markets or valuations from brokers or pricing services.(c)This category comprises both actively and not actively managed portfolios that track the S&P 500 low cost equity index funds. Investments in this category are exchange-tradedsecurities whereby unadjusted quote prices can be obtained. Exchange-traded securities held in a commingled fund are classified as Level 2 assets.(d)This category represents portfolios of small and medium capitalization domestic equities. Investments in this category are exchange-traded securities whereby unadjusted quoteprices can be obtained. Exchange-traded securities held in a commingled fund are classified as Level 2 assets.(e)This category primarily consists of portfolios of non-U.S. developed and emerging market equities. Investments in this category are exchange-traded securities wherebyunadjusted quote prices can be obtained. Exchange-traded securities held in a commingled fund are classified as Level 2 assets.(f)This category includes corporate bonds from diversified industries, U.S. Treasuries, bank loans and mortgage backed securities. Pricing for investments in this category isobtained from quoted prices in actively traded markets and quotations from broker or pricing services. Non-exchange traded securities and exchange-traded securities held incommingled funds are classified as Level 2 assets.(g)This category utilizes a diversified group of strategies that attempt to capture financial market inefficiencies and includes publicly traded debt and equity, publicly traded mutualfunds, commingled and limited partnership funds and non-exchange traded securities. Pricing for Level 1 and Level 2 assets in this category is obtained from quoted prices inactively traded markets and quoted prices from broker or pricing services. Non-exchange traded securities held in commingled funds are classified as Level 2 assets. Valuationsfor some Level 3 assets in this category may be based on limited observable inputs as there may be little, if any, publicly available pricing.(h)This category includes a diversified group of funds and strategies that primarily invests in private equity partnerships. This category also includes investments in timber andprivate mezzanine debt. Pricing for investments in this category is based on limited observable inputs as there is little, if any, publicly available pricing. Valuations for assets in thiscategory may be based on discounted cash flow analyses, relevant publicly-traded comparables and comparable transactions.(i)In 2014, DTE Energy began a securities lending program with a third party agent. The program allows the agent to lend certain securities from the Company's VEBA trust toselected entities against receipt of collateral (in the form of cash) as provided for and determined in accordance with its securities lending agency agreement.The VEBA trust holds debt and equity securities directly and indirectly through commingled funds and institutional mutual funds. Exchange-tradeddebt and equity securities held directly are valued using quoted market prices in actively traded markets. The commingled funds and institutional mutualfunds hold exchange-traded equity or debt securities and are valued based on NAVs. Non-exchange traded fixed income securities are valued by the trusteebased upon quotations available from brokers or pricing services. A primary price source is identified by asset type, class or issue for each security. Thetrustee monitors prices supplied by pricing services and may use a supplemental price source or change the primary price source of a given security if thetrustee challenges an assigned price and determines that another price source is considered to be preferable. DTE Energy has obtained an understanding ofhow these prices are derived, including the nature and observability of the inputs used in deriving such prices. Additionally, DTE Energy selectivelycorroborates the fair values of securities by comparison of market-based price sources.101DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)Fair Value Measurements Using Significant Unobservable Inputs (Level 3): Year Ended December 31, 2014 Year Ended December 31, 2013 Hedge Fundsand SimilarInvestments Private Equityand Other Total Hedge Fundsand SimilarInvestments Private Equityand Other Total (In millions)Beginning Balance at January 1$159 $101 $260 $119 $86 $205Total realized/unrealized gains (losses)8 9 17 14 9 23Purchases, sales and settlements: Purchases9 33 42 26 15 41Sales(8) (12) (20) — (9) (9)Ending Balance at December 31$168 $131 $299 $159 $101 $260The amount of total gains for the periodattributable to the change in unrealized gains orlosses related to assets still held at the end of theperiod$7 $8 $15 $14 $9 $23There were no transfers between Level 3 and Level 2 and there were no significant transfers between Level 2 and Level 1 in the years endedDecember 31, 2014 and 2013.Interim Re-Measurement of Other Postretirement Benefit ObligationIn March 2013, the Company reached agreements on new four-year labor contracts with certain represented employees under several bargaining units.As a term of the agreements, the Company replaced the defined benefit employer-sponsored retiree medical, prescription drug and dental coverage for futureMedicare eligible retirees and their covered dependents with an allocation to a Retiree Reimbursement Account, when the youngest of the retiree's coveredhousehold turns age 65. The amount of the allocation is $3,250 per year for each eligible participant, which increased to $3,315 in 2014. The amount of theallocation will increase each year at the lower of the rate of medical inflation or 2%. The modification in retiree health coverage will reduce future otherpostretirement benefit costs.Based on the impact of such benefit cost savings on the Consolidated Financial Statements, the Company re-measured its retiree health plan as ofMarch 31, 2013. In performing the re-measurement, the Company updated its significant actuarial assumptions, including an adjustment to the discount ratefrom 4.15% at December 31, 2012 to 4.30% at March 31, 2013. Plan assets were also updated to reflect fair value as of the re-measurement date. BeginningApril 2013, net other postretirement benefit costs were recorded based on the updated actuarial assumptions and benefit changes resulting from the new laborcontracts.Grantor TrustDTE Gas maintains a Grantor Trust that invests in life insurance contracts and income securities to fund other postretirement benefit obligations.Employees and retirees have no right, title or interest in the assets of the Grantor Trust, and DTE Gas can revoke the trust subject to providing the MPSC withprior notification. The Company accounts for its investment at fair value, which approximated $18 million and $17 million at December 31, 2014 and 2013,respectively, with unrealized gains and losses recorded to earnings. The Grantor Trust investment is included in Other investments on the ConsolidatedStatements of Financial Position.Defined Contribution PlansThe Company also sponsors defined contribution retirement savings plans. Participation in one of these plans is available to substantially allrepresented and non-represented employees. The Company matches employee contributions up to certain predefined limits based upon eligiblecompensation, the employee’s contribution rate and, in some cases, years of credited service. The cost of these plans was $48 million, $41 million and $37million in each of the years 2014, 2013 and 2012, respectively.102DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)NOTE 19 — STOCK-BASED COMPENSATIONThe Company’s stock incentive program permits the grant of incentive stock options, non-qualifying stock options, stock awards, performance sharesand performance units to employees and members of its Board of Directors. As a result of a stock award, a settlement of an award of performance shares, or byexercise of a participant’s stock option, the Company may deliver common stock from the Company’s authorized but unissued common stock and/or fromoutstanding common stock acquired by or on behalf of the Company in the name of the participant. Key provisions of the stock incentive program are:•Authorized limit is 14,500,000 shares of common stock;•Prohibits the grant of a stock option with an exercise price that is less than the fair market value of the Company’s stock on the date of thegrant; and•Imposes the following award limits to a single participant in a single calendar year, (1) options for more than 500,000 shares of common stock;(2) stock awards for more than 150,000 shares of common stock; (3) performance share awards for more than 300,000 shares of common stock(based on the maximum payout under the award); or (4) more than 1,000,000 performance units, which have a face amount of $1.00 each.The Company records compensation expense at fair value over the vesting period for all awards it grants.The following table summarizes the components of stock-based compensation: 2014 2013 2012 (In millions)Stock-based compensation expense$103 $99 $83Tax benefit40 38 33Stock-based compensation cost capitalized in property, plant and equipment16 15 5Stock OptionsOptions are exercisable according to the terms of the individual stock option award agreements and expire 10 years after the date of the grant. Theoption exercise price equals the fair value of the stock on the date that the option was granted. Stock options vest ratably over a 3-year period.The following table summarizes our stock option activity for the year ended December 31, 2014: Number of Options Weighted AverageExercise Price Aggregate IntrinsicValue(In millions)Options outstanding at December 31, 2013723,697 $42.60 Granted— $— Exercised(268,689) $41.14 Forfeited or expired(10,730) $39.41 Options outstanding and exercisable at December 31, 2014444,278 $43.56 $17As of December 31, 2014, the weighted average remaining contractual life for the exercisable shares is 3.41 years. As of December 31, 2014, all optionswere vested. No options vested during 2014.There were no options granted during 2014, 2013 or 2012. The intrinsic value of options exercised for the years ended December 31, 2014, 2013 and2012 was $11 million, $12 million and $25 million, respectively. Total option expense recognized was zero for 2014 and 2013 and $0.7 million for 2012.103DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)The number, weighted average exercise price and weighted average remaining contractual life of options outstanding were as follows:Range of Exercise Prices Number of Options Weighted Average Exercise Price Weighted AverageRemaining Contractual Life (Years)$27.00 — $38.00 25,857 $27.70 4.16$38.01 — $42.00 82,834 $41.77 3.16$42.01 — $45.00 221,487 $43.93 4.06$45.01 — $50.00 114,100 $47.75 2.15 444,278 $43.56 3.41Restricted Stock AwardsStock awards granted under the plan are restricted for varying periods, generally for three years. Participants have all rights of a shareholder with respectto a stock award, including the right to receive dividends and vote the shares. Prior to vesting in stock awards, the participant: (i) may not sell, transfer,pledge, exchange or otherwise dispose of shares; (ii) shall not retain custody of the share certificates; and (iii) will deliver to the Company a stock power withrespect to each stock award upon request.The stock awards are recorded at cost that approximates fair value on the date of grant. The cost is amortized to compensation expense over the vestingperiod.Stock award activity for the years ended December 31 was: 2014 2013 2012Fair value of awards vested (in millions)$11 $8 $9Restricted common shares awarded159,590 127,785 167,320Weighted average market price of shares awarded$70.09 $64.72 $53.71Compensation cost charged against income (in millions)$10 $23 $12The following table summarizes the Company’s restricted stock awards activity for the year ended December 31, 2014: RestrictedStock Weighted AverageGrant DateFair ValueBalance at December 31, 2013492,329 $53.76Grants159,590 $70.09Forfeitures(16,841) $62.41Vested and issued(218,760) $47.77Balance at December 31, 2014416,318 $62.82Performance Share AwardsPerformance shares awarded under the plan are for a specified number of shares of common stock that entitle the holder to receive a cash payment,shares of common stock or a combination thereof. The final value of the award is determined by the achievement of certain performance objectives andmarket conditions. The awards vest at the end of a specified period, usually three years. Awards granted in 2014 were primarily deemed to be equity awards.The stock price and number of probable shares attributable to market conditions for such equity awards are fair valued only at the grant date. Performanceshares awarded prior to 2014 are liability awards and are remeasured to fair value at each reporting period. The Company accounts for performance shareawards by accruing compensation expense over the vesting period based on: (i) the number of shares expected to be paid which is based on the probableachievement of performance objectives; and (ii) the closing stock price market value. The settlement of the award is based on the closing price at thesettlement date.104DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)The Company recorded compensation expense for performance share awards as follows: 2014 2013 2012 (In millions)Compensation expense$93 $77 $71Cash settlements (a)$11 $9 $4Stock settlements (a)$61 $56 $41_______________________________________(a)Sum of cash and stock settlements approximates the intrinsic value of the liability.During the vesting period, the recipient of a performance share award has no shareholder rights. During the period beginning on the date theperformance shares are awarded and ending on the certification date of the performance objectives, the number of performance shares awarded will beincreased, assuming full dividend reinvestment at the fair market value on the dividend payment date. The cumulative number of performance shares will beadjusted to determine the final payment based on the performance objectives achieved. Performance share awards are nontransferable and are subject to riskof forfeiture.The following table summarizes the Company’s performance share activity for the period ended December 31, 2014: Performance Shares Weighted AverageGrant DateFair ValueBalance at December 31, 20131,608,789 $—Grants561,335 $69.32Forfeitures(44,250) $69.16Payouts(571,177) $—Balance at December 31, 20141,554,697 $69.32Unrecognized Compensation CostsAs of December 31, 2014, the total unrecognized compensation cost related to non-vested stock incentive plan arrangements and the weighted averagerecognition period was as follows: UnrecognizedCompensationCost Weighted Averageto be Recognized (In millions) (In years)Stock awards$10 1.06Performance shares48 0.98 $58 0.99NOTE 20 — SEGMENT AND RELATED INFORMATIONThe Company sets strategic goals, allocates resources and evaluates performance based on the following structure:Electric segment consists principally of DTE Electric, which is engaged in the generation, purchase, distribution and sale of electricity toapproximately 2.1 million residential, commercial and industrial customers in southeastern Michigan.Gas segment consists principally of DTE Gas, which is engaged in the purchase, storage, transportation, distribution and sale of natural gas toapproximately 1.2 million residential, commercial and industrial customers throughout Michigan and the sale of storage and transportation capacity.Gas Storage and Pipelines consists of natural gas pipeline, gathering and storage businesses.105DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)Power and Industrial Projects is comprised primarily of projects that deliver energy and utility-type products and services to industrial, commercialand institutional customers; produce REF and sell electricity from renewable energy projects.Energy Trading consists of energy marketing and trading operations.Corporate and Other, includes various holding company activities, holds certain non-utility debt and energy-related investments.The federal income tax provisions or benefits of DTE Energy’s subsidiaries are determined on an individual company basis and recognize the taxbenefit of production tax credits and net operating losses if applicable. The state and local income tax provisions of the utility subsidiaries are determined onan individual company basis and recognize the tax benefit of various tax credits and net operating losses, if applicable. The subsidiaries record federal, stateand local income taxes payable to or receivable from DTE Energy based on the federal, state and local tax provisions of each company.Inter-segment billing for goods and services exchanged between segments is based upon tariffed or market-based prices of the provider and primarilyconsists of the sale of reduced emissions fuel, power sales and natural gas sales in the following segments: 2014 2013 2012 (In millions)Electric$29 $26 $29Gas6 4 4Power and Industrial Projects794 816 801Gas Storage and Pipelines9 3 6Energy Trading33 43 43Corporate and Other3 (24) (37)Discontinued Operations— — 2 $874 $868 $848Financial data of the business segments follows: OperatingRevenue Depreciation,Depletion &Amortization InterestIncome InterestExpense IncomeTax Expense(Benefit) Net Income (Loss)Attributableto DTEEnergyCompany TotalAssets Goodwill CapitalExpenditures andAcquisitions (In millions)2014 Electric$5,283 $933 $(1) $250 $296 $528 $18,715 $1,208 $1,561Gas1,636 99 (7) 57 78 140 4,283 743 224Power and Industrial Projects2,289 77 (5) 28 (100) 90 1,009 26 77Gas Storage and Pipelines203 34 (6) 22 53 82 884 24 184Energy Trading3,762 1 — 7 77 122 755 17 3Corporate and Other2 1 (48) 122 (40) (57) 3,209 — —Reclassifications and Eliminations(874) — 57 (57) — — (881) — —Total$12,301 $1,145 $(10) $429 $364 $905 $27,974 $2,018 $2,049106DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued) OperatingRevenue Depreciation,Depletion &Amortization InterestIncome InterestExpense IncomeTax Expense(Benefit) Net Income (Loss)Attributableto DTEEnergyCompany TotalAssets Goodwill CapitalExpenditures andAcquisitions (In millions)2013 Electric$5,199 $902 $(1) $268 $252 $484 $17,508 $1,208 $1,325Gas1,474 95 (7) 58 77 143 3,938 743 209Power and Industrial Projects1,950 72 (6) 27 (45) 66 1,067 26 93Gas Storage and Pipelines132 23 (7) 18 45 70 824 24 245Energy Trading1,771 1 — 8 (38) (58) 623 17 3Corporate and Other3 1 (51) 120 (37) (44) 2,945 — 1Reclassifications and Eliminations(868) — 63 (63) — — (970) — —Total$9,661 $1,094 $(9) $436 $254 $661 $25,935 $2,018 $1,876 OperatingRevenue Depreciation,Depletion &Amortization InterestIncome InterestExpense IncomeTax Expense(Benefit) Net Income (Loss)Attributableto DTEEnergyCompany TotalAssets Goodwill CapitalExpenditures andAcquisitions (In millions)2012 Electric$5,293 $827 $(1) $272 $280 $483 $17,755 $1,208 $1,230Gas1,315 92 (7) 59 50 115 4,059 745 221Power and Industrial Projects1,823 65 (7) 37 (44) 42 991 26 281Gas Storage and Pipelines96 8 (8) 8 39 61 668 22 233Energy Trading1,109 2 — 8 7 12 629 17 1Corporate and Other3 1 (52) 121 (46) (47) 3,074 — 3Reclassifications and Eliminations(848) — 65 (65) — — (837) — —Total from Continuing Operations$8,791 $995 $(10) $440 $286 $666 $26,339 $2,018 $1,969Discontinued Operations (Note 4) (56) — — 49Total $610 $26,339 $2,018 $2,018107DTE Energy CompanyNotes to Consolidated Financial Statements — (Continued)NOTE 21 — SUPPLEMENTARY QUARTERLY FINANCIAL INFORMATION (UNAUDITED)Quarterly earnings per share may not equal full year totals, since quarterly computations are based on weighted average common shares outstandingduring each quarter. FirstQuarter SecondQuarter ThirdQuarter FourthQuarter Year (In millions, except per share amounts)2014 Operating Revenues$3,930 $2,698 $2,595 $3,078 $12,301Operating Income$560 $249 $239 $542 $1,590Net Income Attributable to DTE Energy Company$326 $124 $156 $299 $905Basic Earnings per Share$1.84 $0.70 $0.88 $1.68 $5.11Diluted Earnings per Share$1.84 $0.70 $0.88 $1.68 $5.102013 Operating Revenues$2,516 $2,225 $2,387 $2,533 $9,661Operating Income$410 $223 $329 $241 $1,203Net Income Attributable to DTE Energy Company$234 $105 $198 $124 $661Basic Earnings per Share$1.35 $0.60 $1.13 $0.70 $3.76Diluted Earnings per Share$1.34 $0.60 $1.13 $0.70 $3.76NOTE 22 — SUBSEQUENT EVENTIn October 2014, DTE Electric executed an agreement to purchase a 732 MW simple-cycle natural gas facility in Carson City, Michigan from The LSPower Group for a total purchase price of approximately $240 million paid in cash. This facility will serve to meet the needs of approximately 260,000additional households during peak demand. DTE Electric closed on the acquisition on January 21, 2015.Effective upon closing, DTE Electric obtained control over and applied acquisition accounting to the acquired business. Due to the limited time sincethe acquisition date, the initial accounting for the business combination is incomplete. As a result, DTE Electric is unable to provide amounts recognized asof the acquisition date for major classes of assets and liabilities acquired. DTE Electric will include required information in the Quarterly Report on Form 10-Q for the period ending March 31, 2015.108Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureNone.Item 9A. Controls and ProceduresSee Item 8. Financial Statements and Supplementary Data for management’s evaluation of disclosure controls and procedures, its report on internalcontrol over financial reporting, and its conclusion on changes in internal control over financial reporting.Item 9B. Other InformationNone.Part IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesInformation required by Part III (Items 10, 11, 12, 13 and 14) of this Form 10-K is incorporated by reference from DTE Energy’s definitive ProxyStatement for its 2015 Annual Meeting of Shareholders to be held May 7, 2015. The Proxy Statement will be filed with the SEC, pursuant to Regulation 14A,not later than 120 days after the end of our fiscal year covered by this report on Form 10-K, all of which information is hereby incorporated by reference in,and made part of, this Form 10-K.109Part IVItem 15. Exhibits and Financial Statement Schedules(a) The following documents are filed as part of this Annual Report on Form 10-K.(1) Consolidated financial statements. See “Item 8 — Financial Statements and Supplementary Data.”(2) Financial statement schedule. See “Item 8 — Financial Statements and Supplementary Data.”(3) Exhibits. (i) Exhibits filed herewith:3-12 Amended and Restated Bylaws of DTE Energy Company, as amended through February 5, 2015. 4-287 Supplemental Indenture, dated as of November 1, 2014, between DTE Energy Company and The Bank of New York Mellon TrustCompany, N.A., as successor trustee. (2014 Series G due 2019) 4-288 Forty-Fifth Supplemental Indenture, dated as of December 1, 2014 to Indenture of Mortgage and Deed of Trust dated as of March 1, 1944between DTE Gas Company and Citibank, N.A. (2014 First Mortgage Bonds Series F) 10-92 First Amendment to the DTE Energy Company Supplemental Retirement Plan (Amended and Restated, effective as of January 1, 2005)dated as of March 19, 2013 10-93 Second Amendment to the DTE Energy Company Supplemental Retirement Plan (Amended and Restated, effective as of January 1,2005) dated as of November 11, 2014 12-60 Computation of Ratio of Earnings to Fixed Charges 21-10 Subsidiaries of the Company 23-28 Consent of PricewaterhouseCoopers LLP 31-95 Chief Executive Officer Section 302 Form 10-K Certification of Periodic Report 31-96 Chief Financial Officer Section 302 Form 10-K 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 incorporated herein by reference: Certain exhibits listed below refer to "The Detroit Edison Company" and "Michigan Consolidated Gas Company" and were effectiveprior to the change to DTE Electric Company and DTE Gas Company, respectively, effective January 1, 2013. 3(a) Amended and Restated Articles of Incorporation of DTE Energy Company, dated December 13, 1995 and as amended from time to time(Exhibit 3-1 to Form 8-K dated May 6, 2010). 4(a) Amended and Restated Indenture, dated as of April 9, 2001, between DTE Energy Company and The Bank of New York, as trustee(Exhibit 4.1 to Registration Statement on Form S-3 (File No. 333-58834)) and indentures supplemental thereto, dated as of datesindicated below, and filed as exhibits to the filings set forth below: Supplemental Indenture, dated as of April 1, 2003, between DTE Energy Company and The Bank of New York, as trustee (Exhibit 4(o) toForm 10-Q for the quarter ended March 31, 2003). (2003 Series A 63/8% Senior Notes due 2033) 110 Supplemental Indenture, dated as of May 15, 2006, between DTE Energy Company and The Bank of New York, as trustee (Exhibit 4-239to Form 10-Q for the quarter ended June 30, 2006). (2006 Series B 6.35% Senior Notes due 2016) Supplemental Indenture, dated as of December 1, 2011, between DTE Energy Company and The Bank of New York Mellon TrustCompany, N.A., as successor trustee (Exhibit 4-274 to Form 8-K dated December 7, 2011). (2011 Series I 6.50% Junior SubordinatedDebentures due 2061) Supplemental Indenture, dated as of September 1, 2012, between DTE Energy Company and The Bank of New York Mellon TrustCompany, N.A., as successor trustee (Exhibit 4-275 to Form 8-K dated October 1, 2012) (2012 Series C 5.25% Junior SubordinatedDebentures due 2062) Supplemental Indenture, dated as of December 1, 2013, between DTE Energy and The Bank of New York Mellon Trust Company, N.A.,as successor trustee (Exhibit 4-282 to Form 10-K for the year ended December 31, 2013). (2013 Series F Senior Notes due 2023) Supplemental Indenture, dated as of May 1, 2014, between DTE Energy Company and The Bank of New York Mellon Trust Company,N.A., as successor trustee (Exhibit 4-284 to Form 10-Q for the quarter ended June 30, 2014). (2014 Series C due 2024) 4(b) Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and The Bank of New York MellonTrust Company, N.A., as successor trustee (Exhibit B-1 to Detroit Edison's Registration Statement on Form A-2 (File No. 2-1630)) andindentures supplemental thereto, dated as of dates indicated below, and filed as exhibits to the filings set forth below: Supplemental Indenture, dated as of December 1, 1940, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between TheDetroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit B-14 to Detroit Edison'sRegistration Statement on Form A-2 (File No. 2-4609)). (amendment) Supplemental Indenture, dated as of September 1, 1947, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between TheDetroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit B-20 to Detroit Edison'sRegistration Statement on Form S-1 (File No. 2-7136)). (amendment) Supplemental Indenture, dated as of March 1, 1950, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The DetroitEdison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit B-22 to Detroit Edison'sRegistration Statement on Form S-1 (File No. 2-8290)). (amendment) Supplemental Indenture, dated as of November 15, 1951, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between TheDetroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit B-23 to Detroit Edison'sRegistration Statement on Form S-1 (File No. 2-9226)). (amendment) Supplemental Indenture, dated as of August 15, 1957, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between TheDetroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 3-B-30 to DetroitEdison's Form 8-K dated September 11, 1957). (amendment) Supplemental Indenture, dated as of December 1, 1966, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between TheDetroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 2-B-32 to DetroitEdison's Registration Statement on Form S-9 (File No. 2-25664)). (amendment) Supplemental Indenture, dated as of February 15, 1990, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between TheDetroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-212 to Detroit Edison'sForm 10-K for the year ended December 31, 2000). (1990 Series B) Supplemental Indenture, dated as of May 1, 1991, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The DetroitEdison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-178 to Detroit Edison'sForm 10-K for the year ended December 31, 1996). (1991 Series CP) Supplemental Indenture, dated as of May 15, 1991, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The DetroitEdison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-179 to Detroit Edison'sForm 10-K for the year ended December 31, 1996). (1991 Series DP) 111 Supplemental Indenture, dated as of February 29, 1992, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between TheDetroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-187 to Detroit Edison'sForm 10-Q for the quarter ended March 31, 1998). (1992 Series AP) Supplemental Indenture, dated as of April 26, 1993, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The DetroitEdison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-215 to Detroit Edison'sForm 10-K for the year ended December 31, 2000). (amendment) Supplemental Indenture, dated as of August 1, 2000, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The DetroitEdison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-210 to Detroit Edison'sForm 10-Q for the quarter ended September 30, 2000). (2000 Series BP) Supplemental Indenture, dated as of September 17, 2002, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between TheDetroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4.1 to Detroit Edison'sRegistration Statement on Form S-3 (File No. 333-100000)). (amendment and successor trustee) Supplemental Indenture, dated as of October 15, 2002, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between TheDetroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-230 to Detroit Edison'sForm 10-Q for the quarter ended September 30, 2002). (2002 Series B) Supplemental Indenture, dated as of April 1, 2005, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between DetroitEdison and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4.3 to Detroit Edison's RegistrationStatement on Form S-4 (File No. 333-123926)). (2005 Series BR) Supplemental Indenture, dated as of September 15, 2005, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between TheDetroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4.2 to Detroit Edison'sForm 8-K dated September 29, 2005). (2005 Series C) Supplemental Indenture, dated as of September 30, 2005, to the Mortgage and Deed of Trust, dated as of October 1, 1924, betweenDetroit Edison and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-248 to Detroit Edison's Form 10-Q for the quarter ended September 30, 2005). (2005 Series E) Supplemental Indenture, dated as of May 15, 2006, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The DetroitEdison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-250 to Detroit Edison'sForm 10-Q for the quarter ended June 30, 2006). (2006 Series A) Supplemental Indenture, dated as of May 1, 2008 to Mortgage and Deed of Trust, dated as of October 1, 1924 between The DetroitEdison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-253 to Detroit Edison'sForm 10-Q for the quarter ended June 30, 2008). (2008 Series ET) Supplemental Indenture, dated as of June 1, 2008 to Mortgage and Deed of Trust, dated as of October 1, 1924 between The DetroitEdison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-255 to Detroit Edison'sForm 10-Q for the quarter ended June 30, 2008). (2008 Series G) Supplemental Indenture, dated as of July 1, 2008 to Mortgage and Deed of Trust, dated as of October 1, 1924 between The Detroit EdisonCompany and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-257 to Detroit Edison's Form 10-Q forthe quarter ended June 30, 2008). (2008 Series KT) Supplemental Indenture, dated as of August 1, 2010, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The DetroitEdison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-269 to Detroit Edison'sForm 10-Q for the quarter ended September 30, 2010). (2010 Series B) Supplemental Indenture, dated as of September 1, 2010, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between TheDetroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-271 to Detroit Edison'sForm 10-Q for the quarter ended September 30, 2010). (2010 Series A) 112 Supplemental Indenture, dated as of December 1, 2010, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between TheDetroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-273 to Detroit Edison'sForm 10-K for the year ended December 31, 2010). (2010 Series CT) Supplemental Indenture, dated as of May 15, 2011, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The DetroitEdison Company and The Bank of New York Mellon Trust Company, N.A. as successor trustee (Exhibit 4-275 to Detroit Edison's Form10-Q for the quarter ended June 30, 2011). (2011 Series B) Supplemental Indenture, dated as of August 1, 2011, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The DetroitEdison Company and The Bank of New York Mellon Trust Company, N.A. as successor trustee (Exhibit 4-276 to Detroit Edison's Form10-Q for the quarter ended September 30, 2011). (2011 Series GT) Supplemental Indenture, dated as of August 15, 2011, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between TheDetroit Edison Company and The Bank of New York Mellon Trust Company, N.A. as successor trustee (Exhibit 4-277 to Detroit Edison'sForm 10-Q for the quarter ended September 30, 2011). (2011 Series D, 2011 Series E, 2011 Series F) Supplemental Indenture, dated as of September 1, 2011, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between TheDetroit Edison Company and The Bank of New York Mellon Trust Company, N.A. as successor trustee (Exhibit 4-278 to Detroit Edison'sForm 10-Q for the quarter ended September 30, 2011). (2011 Series H) Supplemental Indenture dated as of June 20, 2012, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The DetroitEdison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-279 to Detroit Edison's Form10-Q for the quarter ended June 30, 2012). (2012 Series A and B) Supplemental Indenture, dated as of March 15, 2013, to the Mortgage and Deed of Trust dated as of October 1, 1924, between DTEElectric Company and The Bank of New York Mellon, N.A., as successor trustee (Exhibit 4-280 to DTE Electric Form 10-Q for the quarterended March 31, 2013). (2013 Series A) Supplemental Indenture, dated as of August 1, 2013, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between DTEElectric Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-281 to DTE Electric Form 10-Q for the quarter ended September 30, 2013). (2013 Series B) Supplemental Indenture, dated as of June 1, 2014, to the Mortgage and Deed of Trust dated as of October 1, 1924, between DTE ElectricCompany and The Bank of New York Mellon, N.A., as successor trustee (Exhibit 4-282 to DTE Electric's Form 10-Q for the quarter endedJune 30, 2014). (2014 Series A and B) Supplemental Indenture, dated as of July 1, 2014, to the Mortgage and Deed of Trust dated as of October 1, 1924, between DTE ElectricCompany and The Bank of New York Mellon, N.A., as successor trustee (Exhibit 4-283 to DTE Electric's Form 10-Q for the quarter endedJune 30, 2014). (2014 Series D and E) 4(c) Collateral Trust Indenture, dated as of June 30, 1993, between The Detroit Edison Company and The Bank of New York MellonTrust Company, N.A., as successor trustee (Exhibit 4-152 to Detroit Edison's Registration Statement (File No. 33-50325)) and indenturessupplemental thereto, dated as of dates indicated below, and filed as exhibits to the filings set forth below: Tenth Supplemental Indenture, dated as of October 23, 2002, to the Collateral Trust Indenture, dated as of June 30, 1993, between TheDetroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-231 to Detroit Edison'sForm 10-Q for the quarter ended September 30, 2002). (6.35% Senior Notes due 2032) Sixteenth Supplemental Indenture, dated as of April 1, 2005, to the Collateral Trust Indenture, dated as of June 30, 1993, between TheDetroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4.1 to Detroit Edison'sRegistration Statement on Form S-4 (File No. 333-123926)). (2005 Series BR 5.45% Senior Notes due 2035) Eighteenth Supplemental Indenture, dated as of September 15, 2005, to the Collateral Trust Indenture, dated as of June 30, 1993, betweenThe Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4.1 to DetroitEdison's Form 8-K dated September 29, 2005). (2005 Series C 5.19% Senior Notes due October 1, 2023) 113 Nineteenth Supplemental Indenture, dated as of September 30, 2005, to the Collateral Trust Indenture, dated as of June 30, 1993, betweenThe Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-247 to DetroitEdison's Form 10-Q for the quarter ended September 30, 2005). (2005 Series E 5.70% Senior Notes due 2037) Twentieth Supplemental Indenture, dated as of May 15, 2006, to the Collateral Trust Indenture dated as of June 30, 1993, between TheDetroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-249 to Detroit Edison'sForm 10-Q for the quarter ended June 30, 2006). (2006 Series A Senior Notes due 2036) Twenty-second Supplemental Indenture, dated as of December 1, 2007, to the Collateral Trust Indenture, dated as of June 30, 1993,between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4.1 toDetroit Edison's Form 8-K dated December 18, 2007). (2007 Series A Senior Notes due 2038) Twenty-fourth Supplemental Indenture, dated as of May 1, 2008 to the Collateral Trust Indenture, dated as of June 30, 1993 between TheDetroit Edison Company and The Bank of New York Mellon Trust Company, N.A. as successor trustee (Exhibit 4-254 to Detroit Edison'sForm 10-Q for the quarter ended June 30, 2008). (2008 Series ET Variable Rate Senior Notes due 2029) Amendment dated June 1, 2009 to the Twenty-fourth Supplemental Indenture, dated as of May 1, 2008 to the Collateral Trust Indenture,dated as of June 30, 1993 between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A. as successortrustee (Exhibit 4-265 to Detroit Edison's Form 10-Q for the quarter ended June 30, 2009) (2008 Series ET Variable Rate Senior Notes due2029) Twenty-fifth Supplemental Indenture, dated as of June 1, 2008 to the Collateral Trust Indenture, dated as of June 30, 1993 between TheDetroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-256 to Detroit Edison'sForm 10-Q for the quarter ended June 30, 2008). (2008 Series G 5.60% Senior Notes due 2018) Twenty-sixth Supplemental Indenture, dated as of July 1, 2008 to the Collateral Trust Indenture, dated as of June 30, 1993 between TheDetroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-258 to Detroit Edison'sForm 10-Q for the quarter ended June 30, 2008). (2008 Series KT Variable Rate Senior Notes due 2020) Amendment dated June 1, 2009 to the Twenty-sixth Supplemental Indenture, dated as of July 1, 2008 to the Collateral Trust Indenture,dated as of June 30, 1993 between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successortrustee (Exhibit 4-266 to Detroit Edison's Form 10-Q for the quarter ended June 30, 2009) (2008 Series KT Variable Rate Senior Notesdue 2020) Thirty-first Supplemental Indenture, dated as of August 1, 2010 to the Collateral Trust Indenture, dated as of June 1, 1993 between TheDetroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-270 to Detroit Edison'sForm 10-Q for the quarter ended September 30, 2010). (2010 Series B 3.45% Senior Notes due 2020) Thirty-second Supplemental Indenture, dated as of September 1, 2010, between The Detroit Edison Company and The Bank of New YorkMellon Trust Company, N.A., as successor trustee (Exhibit 4-272 to Detroit Edison's Form 10-Q for the quarter ended September 30,2010). (2010 Series A 4.89% Senior Notes due 2020) 4(d) Indenture dated as of June 1, 1998 between Michigan Consolidated Gas Company and Citibank, N.A., as trustee, related to Senior DebtSecurities (Exhibit 4-1 to Michigan Consolidated Gas Company Registration Statement on Form S-3 (File No. 333-63370)) andindentures supplemental thereto, dated as of dates indicated below, and filed as exhibits to the filings set forth below: Fourth Supplemental Indenture dated as of February 15, 2003, to the Indenture dated as of June 1, 1998 between Michigan ConsolidatedGas Company and Citibank, N.A., trustee (Exhibit 4-3 to Michigan Consolidated Gas Company Form 10-Q for the quarter endedMarch 31, 2003). (5.70% Senior Notes, 2003 Series A due 2033) Fifth Supplemental Indenture dated as of October 1, 2004, to the Indenture dated as of June 1, 1998 between Michigan Consolidated GasCompany and Citibank, N.A., trustee (Exhibit 4-6 to Michigan Consolidated Gas Company Form 10-Q for the quarter endedSeptember 31, 2004). (5.00% Senior Notes, 2004 Series E due 2019) Sixth Supplemental Indenture dated as of April 1, 2008, to the Indenture dated as of June 1, 1998 between Michigan Consolidated GasCompany and Citibank, N.A., trustee (Exhibit 4-241 to Form 10-Q for the quarter ended March 31, 2008). (5.26% Senior Notes, 2008Series A due 2013, 6.04% Senior Notes, 2008 Series B due 2018 and 6.44% Senior Notes, 2008 Series C due 2023) 114 Seventh Supplemental Indenture, dated as of June 1, 2008 to Indenture dated as of June 1, 1998 between Michigan Consolidated GasCompany and Citibank, N.A., trustee (Exhibit 4-243 to Form 10-Q for the quarter ended June 30, 2008). (6.78% Senior Notes, 2008Series F due 2028) Eighth Supplemental Indenture, dated as of August 1, 2008 to Indenture dated as of June 1, 1998 between Michigan Consolidated GasCompany and Citibank, N.A., trustee (Exhibit 4-251 to Form 10-Q for the quarter ended September 30, 2008). (5.94% Senior Notes, 2008Series H due 2015 and 6.36% Senior Notes, 2008 Series I due 2020) 4(e) Indenture of Mortgage and Deed of Trust dated as of March 1, 1944 (Exhibit 7-D to Michigan Consolidated Gas Company RegistrationStatement No. 2-5252) and indentures supplemental thereto, dated as of dates indicated below, and filed as exhibits to the filings set forthbelow: Thirty-seventh Supplemental Indenture dated as of February 15, 2003 to Indenture of Mortgage and Deed of Trust dated as of March 1,1944 between Michigan Consolidated Gas Company and Citibank, N.A., trustee (Exhibit 4-4 to Michigan Consolidated Gas CompanyForm 10-Q for the quarter ended March 31, 2003). (5.70% collateral bonds due 2033) Thirty-eighth Supplemental Indenture dated as of October 1, 2004 to Indenture of Mortgage and Deed of Trust dated as of March 1, 1944between Michigan Consolidated Gas Company and Citibank, N.A., trustee (Exhibit 4-5 to Michigan Consolidated Gas CompanyForm 10-Q for the quarter ended September 31, 2004). (2004 Series E collateral bonds) Thirty-ninth Supplemental Indenture, dated as of April 1, 2008 to Indenture of Mortgage and Deed of Trust dated as of March 1, 1944between Michigan Consolidated Gas Company and Citibank, N.A., trustee (Exhibit 4-240 to Form 10-Q for the quarter ended March 31,2008). (2008 Series B and C Collateral Bonds) Fortieth Supplemental Indenture, dated as of June 1, 2008 to Indenture of Mortgage and Deed of Trust dated as of March 1, 1944 betweenMichigan Consolidated Gas Company and Citibank, N.A., trustee (Exhibit 4-242 to Form 10-Q for the quarter ended June 30, 2008).(2008 Series F Collateral Bonds) Forty-first Supplemental Indenture, dated as of August 1, 2008 to Indenture of Mortgage and Deed of Trust dated as of March 1, 1944between Michigan Consolidated Gas Company and Citibank, N.A., trustee (Exhibit 4-250 to Form 10-Q for the quarter endedSeptember 30, 2008). (2008 Series H and I Collateral Bonds) Forty-third Supplemental Indenture, dated as of December 1, 2012 to Indenture of Mortgage and Deed of Trust dated as of March 1, 1944between Michigan Consolidated Gas Company and Citibank, N.A., trustee (Exhibit 4-279 to Form 10-K for the year ended December 31,2012). (2012 First Mortgage Bonds Series D) Forty-fourth Supplemental Indenture, dated as of December 1, 2013 to Indenture of Mortgage and Deed of Trust dated March 1, 1944between DTE Gas Company and Citibank, N.A., (Exhibit 4-283 to Form 10-K for the year ended December 31, 2013). (2013 FirstMortgage Bonds Series C, D, and E) 10(a) Form of Indemnification Agreement between DTE Energy Company and each of Gerard M. Anderson, Steven E. Kurmas, David E.Meador, Gerardo Norcia, Peter B. Oleksiak, Bruce D. Peterson, and non-employee Directors (Exhibit 10-1 to Form 8-K dated December 6,2007). 10(b) Certain arrangements pertaining to the employment of Gerard M. Anderson with The Detroit Edison Company, dated October 6, 1993(Exhibit 10-48 to The Detroit Edison Company's Form 10-K for the year ended December 31, 1993). 10(c) Certain arrangements pertaining to the employment of David E. Meador with The Detroit Edison Company, dated January 14, 1997(Exhibit 10-5 to Form 10-K for the year ended December 31, 1996). 10(d) Certain arrangements pertaining to the employment of Bruce D. Peterson, dated May 22, 2002 (Exhibit 10-48 to Form 10-Q for thequarter ended June 30, 2002). 10(e) DTE Energy Company Annual Incentive Plan (Exhibit 10-44 to Form 10-Q for the quarter ended March 31, 2001). 10(f) Amended and Restated DTE Energy Company Long-Term Incentive Plan (as Amended February 6, 2014) (Exhibit 10-88 to Form 10-Qfor the quarter ended March 31, 2014). 10(g) DTE Energy Company Retirement Plan for Non-Employee Directors' Fees (as Amended and Restated effective as of December 31, 1998)(Exhibit 10-31 to Form 10-K for the year ended December 31, 1998). 10(h) The Detroit Edison Company Supplemental Long-Term Disability Plan, dated January 27, 1997 (Exhibit 10-4 to Form 10-K for the yearended December 31, 1996).115 10(i) Description of Executive Life Insurance Plan (Exhibit 10-47 to Form 10-Q for the quarter ended June 30, 2002). 10(j) DTE Energy Affiliates Nonqualified Plans Master Trust, effective as of August 15, 2013 (Exhibit 10-87 to Form 10-Q for the quarterended September 30, 2013). 10(k) Form of Director Restricted Stock Agreement (Exhibit 10.1 to Form 8-K dated June 23, 2005). 10(l) Form of Director Restricted Stock Agreement pursuant to the DTE Energy Company Long-Term Incentive Plan (Exhibit 10.1 to Form 8-Kdated June 29, 2006). 10(m) DTE Energy Company Executive Supplemental Retirement Plan as Amended and Restated, effective as of January 1, 2005(Exhibit 10.75 to Form 10-K for the year ended December 31, 2008). First Amendment to the DTE Energy Company Executive Supplemental Retirement Plan (Amended and Restated Effective January 1,2005) dated as of December 2, 2009 (Exhibit 10.1 to Form 8-K dated December 8, 2009). Second Amendment to the DTE Energy Company Executive Supplemental Retirement Plan (Amended and Restated Effective January 1,2005) dated as of May 5, 2011 (Exhibit 10.80 to Form 10-Q for the quarter ended March 31, 2012). 10(n) DTE Energy Company Supplemental Retirement Plan as Amended and Restated, effective as of January 1, 2005 (Exhibit 10.76 toForm 10-K for the year ended December 31, 2008). 10(o) DTE Energy Company Supplemental Savings Plan as Amended and Restated, effective as of January 1, 2005 (Exhibit 10.77 to Form 10-K for the year ended December 31, 2008). Second Amendment to the DTE Energy Supplemental Savings Plan dated as of November 13, 2012 (Exhibit 10.81 to the Form 10-K forthe year ended December 31, 2012). 10(p) DTE Energy Company Executive Deferred Compensation Plan as Amended and Restated, effective as of January 1, 2005 (Exhibit 10.78to Form 10-K for the year ended December 31, 2008). 10(q) DTE Energy Company Plan for Deferring the Payment of Directors' Fees as Amended and Restated, effective as of January 1, 2005(Exhibit 10.79 to Form 10-K for the year ended December 31, 2008). 10(r) DTE Energy Company Deferred Stock Compensation Plan for Non-Employee Directors as Amended and Restated, effective January 1,2005 (Exhibit 10.80 to Form 10-K for the year ended December 31, 2008). 10(s) Form of Second Amended and Restated DTE Energy Company Five-Year Credit Agreement, dated as of October 21, 2011 and amendedand restated as of April 5, 2013, by and among DTE Energy Company, the lenders party thereto, Citibank, N.A., as Administrative Agent,and Barclays Bank PLC, The Bank of Nova Scotia and JPMorgan Chase Bank, N.A. as Co-Syndication Agents (Exhibit 10.01 to Form 8-K filed on April 9, 2013). 10(t) Form of Second Amended and Restated DTE Gas Company Five-Year Credit Agreement, dated as of October 21, 2011 and amended andrestated as of April 5, 2013, by and among DTE Gas Company, the lenders party thereto, JPMorgan Chase Bank, N.A., as AdministrativeAgent, and Barclays Bank PLC, Citibank, N.A., and Bank of America, N.A., as Co-Syndication Agents (Exhibit 10.02 to Form 8-K filedon April 9, 2013). 10(u) Form of Second Amended and Restated DTE Electric Company Five-Year Credit Agreement, dated as of October 21, 2011 and amendedand restated as of April 5, 2013, by and among DTE Electric Company, the lenders party thereto, Barclays Bank PLC, as AdministrativeAgent, and Citibank, N.A., JPMorgan Chase Bank, N.A., and The Royal Bank of Scotland plc as Co-Syndication Agents (Exhibit 10.01 toDTE Energy Company's and DTE Electric Company's Form 8-K filed on April 9, 2013). 10(v) Form of Change-in-Control Agreement, dated as of March 3, 2014, between DTE Energy Company and each of Gerard M. Anderson,Steven E. Kurmas, David E. Meador, Peter B. Oleksiak, Gerardo Norcia, Bruce D. Peterson and Larry E. Steward (Exhibit 10.1 to Form 8-Kfiled on March 3, 2014) 10(w) Form of Change-In-Control Severance Agreement dated as of July 1, 2014, between DTE Energy Company and each of Donna M.England and Lisa A. Muschong (Exhibit 10-90 to Form 10-Q for the quarter ended June 30, 2014). 10(x) Form of Change-In-Control Severance Agreement dated as of July 1, 2014, between DTE Energy Company and each of Naif A. Khouri,David Ruud and Mark W. Stiers (Exhibit 10-91 to Form 10-Q for the quarter ended June 30, 2014). 11699(a) Amendment and Restatement of Master Trust Agreement for the DTE Energy Company Master Plan Trust between DTE EnergyCorporate Services, LLC and DTE Energy Investment Committee and JP Morgan Chase Bank, N.A., dated as of October 15, 2010(Exhibit 99-54 to Form 10-K for the year ended December 31, 2010). First Amendment to the Amendment and Restatement of Master Trust Agreement for the DTE Energy Company Master Plan Trustbetween DTE Energy Corporate Services, LLC and DTE Energy Investment Committee and JP Morgan Chase Bank, N.A., dated as ofMarch 13, 2013 (Exhibit 99-55 to Form 10-K for the year end December 13, 2013). Second Amendment to the Amendment and Restatement of Master Trust Agreement for the DTE Energy Company Master Plan Trustbetween DTE Energy Corporate Services, LLC and DTE Energy Investment Committee and JP Morgan Chase Bank, N.A., dated as ofSeptember 30, 2013 (Exhibit 99-56 to Form 10-K for the year ended December 31, 2013). Third Amendment to the Amendment and Restatement of Master Trust Agreement for the DTE Energy Company Master Plan Trustbetween DTE Energy Corporate Services, LLC and DTE Energy Investment Committee and JP Morgan Chase Bank, N.A., dated as ofOctober 3, 2014 (Exhibit 99-57 to Form 10-Q for the quarter ended September 30, 2014). (iii) Exhibits furnished herewith:32-95 Chief Executive Officer Section 906 Form 10-K Certification of Periodic Report 32-96 Chief Financial Officer Section 906 Form 10-K Certification of Periodic Report 117DTE Energy CompanySchedule II — Valuation and Qualifying Accounts Year Ending December 31, 2014 2013 2012 (In millions)Allowance for Doubtful Accounts (shown as deduction from Accounts Receivable in the ConsolidatedStatements of Financial Position) Balance at Beginning of Period$55 $62 $162Additions: Charged to costs and expenses95 94 79Charged to other accounts (a)20 23 16Deductions (b)(116) (124) (195)Balance at End of Period$54 $55 $62_______________________________________(a)Collection of accounts previously written off.(b)Uncollectible accounts written off.118SignaturesPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized. DTE ENERGY COMPANY (Registrant) By /S/ GERARD M. ANDERSON Gerard M. AndersonChairman of the Board andChief Executive OfficerDate: February 13, 2015Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of theregistrant and in the capacities and on the date indicated.By/S/ GERARD M. ANDERSON By/S/ PETER B. OLEKSIAK Gerard M. AndersonChairman of the Board,Chief Executive Officer and Director(Principal Executive Officer) Peter B. OleksiakSenior Vice President and Chief Financial Officer (Principal Financial Officer) By/S/ DONNA M. ENGLAND By/S/ JAMES B. NICHOLSON Donna M. EnglandChief Accounting Officer(Principal Accounting Officer) James B. Nicholson, Director By/S/ LILLIAN BAUDER By/S/ CHARLES W. PRYOR, JR. Lillian Bauder, Director Charles W. Pryor, Jr., Director By/S/ DAVID A. BRANDON By/S/ JOSUE ROBLES, JR. David A. Brandon, Director Josue Robles, Jr., Director By/S/ W. FRANK FOUNTAIN, JR. By/S/ RUTH G. SHAW W. Frank Fountain, Jr., Director Ruth G. Shaw, Director By/S/ CHARLES G. MCCLURE JR. By/S/ DAVID A. THOMAS Charles G. McClure Jr., Director David A. Thomas, Director By/S/ GAIL J. MCGOVERN By/S/ JAMES H. VANDENBERGHE Gail J. McGovern, Director James H. Vandenberghe, Director By/S/ MARK A. MURRAY Mark A. Murray, Director Date: February 13, 2015119EXHIBIT 3-12 AMENDED BYLAWSofDTE ENERGY COMPANYAs amended through February 5, 2015 AMENDED BYLAWSofDTE ENERGY COMPANYINDEXPageARTICLE I. Shareholders.............................................................................................................1ARTICLE II. Board of Directors and Committees........................................................................7ARTICLE III. Officers................................................................................................................... 10ARTICLE IV. Capital Stock...........................................................................................................12ARTICLE V. Delivery of Notices................................................................................................... 13ARTICLE VI. Checks, Notes, Bonds, Debentures, etc................................................................... 13ARTICLE VII. Corporate Seal........................................................................................................ 14ARTICLE VIII. Control Share Acquisitions................................................................................... 14ARTICLE IX. Amendment of Bylaws............................................................................................ 14AMENDED BYLAWSofDTE ENERGY COMPANYAs amended through February 5, 2015ARTICLE I.ShareholdersSection 1. Annual Meeting. The annual meeting of the shareholders of the Company shall be held on such date and at suchtime and place as may be fixed by the Board of Directors and stated in the notice of meeting, for the purpose of electing directors andsuch other purpose or purposes as may be stated in the notice of meeting.Section 2. Special Meetings.(a) Special meetings of the shareholders may be called (i) by the Board of Directors, the Chairman of the Board or thePresiding Director, if one has been designated, or (ii) by the Corporate Secretary at the written request of one or more shareholders ofrecord who have continuously held for a minimum of one full year prior to the date such request is delivered to the Corporate Secretaryshares of common stock of the Company representing in the aggregate at least twenty-five percent (25%) (the “Requisite Percentage”)of the outstanding shares of stock of the Company entitled to vote at such meeting, on such date and at such time and place as maydesignated and for such purpose or purposes as set forth in the notice of meeting.(b) A request for a shareholder requested special meeting must be signed by the holders of the Requisite Percentage (or theirauthorized agents) and be delivered to the Corporate Secretary at the principal executive offices of the Company by registered mail,return receipt requested or by a nationally recognized private overnight courier service, return receipt requested.(c) To be in proper form and valid, a request for a shareholder requested special meeting shall (1) set forth a statement of thespecific purpose or purposes of the meeting and the matters proposed to be acted on at such special meeting (including the text of anyresolutions proposed for consideration and, if such business includes a proposal to amend the Bylaws, the language of the proposedamendment), (2) bear the date of signature of each shareholder (or authorized agent) signing the request, (3) set forth (w) the name andaddress, as they appear in the Company’s books, of each shareholder signing such request (or on whose behalf the request is signed),(x) the number of shares that are held of record or are beneficially owned, directly or indirectly, by such shareholder, (y) includedocumentary evidence that the shareholders held the Requisite Percentage as of the request date and for a minimum of one full yearprior to the request date, provided that if any of the shareholders are not the beneficial owners of the shares representing the RequisitePercentage, then to be valid, the request must also include documentary evidence (or, if not simultaneously provided with the request,such documentary evidence must be delivered to the Corporate Secretary within ten (10) days after the request date) that the beneficialowners on whose behalf the request is made held, together with any requesting shareholders who are beneficial owners, the RequisitePercentage as of the request date and for a minimum of one full year prior to the request date and (z) a certification from theshareholder submitting the request that the shareholders signing the request in the aggregate satisfy the Requisite Percentage, (4)describe any material interest of each such shareholder in the specific purpose or purposes of the meeting, (5) contain any otherinformation that would be required to be provided by a shareholder seeking to nominate directors or bringan item of business before an annual meeting of shareholders pursuant to Section 10 of this Article, (6) include an acknowledgment byeach shareholder and any authorized agent that any reduction in shares owned by such shareholder as of the date of delivery of thespecial meeting request and prior to the record date for the proposed meeting requested by such shareholder shall constitute arevocation of such request to the extent of such reduction, and (7) include an agreement by each shareholder and any authorized agentto update and supplement the information previously provided to the Company in connection with such request, not later than ten(10) business days after the record date for notice of the Shareholder requested special meeting. In addition, the shareholders and anyof their authorized agents shall promptly provide any other information reasonably requested by the Company.(d) The Company will provide the requesting shareholders with notice of the record date for the determination ofshareholders entitled to vote at the shareholder requested special meeting in the manner described in Section 7 of this Article.(e) Any requesting shareholder may revoke a request for a special meeting at any time by written revocation delivered to theCorporate Secretary at the principal executive offices of the Company. If, following such revocation (including any revocationresulting from a disposition of shares) at any time before the date of the shareholder requested special meeting, the remainingunrevoked requests are from shareholders holding in the aggregate less than the Requisite Percentage, the Board of Directors, in itsdiscretion, may cancel the shareholder requested special meeting.(f) Notwithstanding the foregoing, a special meeting request shall not be valid, and the Corporate Secretary shall not berequired to call the shareholder requested special meeting if (1) the request for such special meeting does not comply with this Section2, (2) the Board of Directors, the Chairman of the Board or the Presiding Director has called or calls an annual or special meeting ofshareholders to be held not later than ninety (90) days after the date on which a valid request has been delivered to the CorporateSecretary (the “Delivery Date”) and the Board of Directors determines in good faith that the business of such meeting includes (amongany other matters properly brought before the meeting) an identical or substantially similar item of business (a “Similar Item”) specifiedin the shareholder’s request, (3) the request is received by the Corporate Secretary during the period commencing ninety (90) daysprior to the first anniversary of the date of the immediately preceding annual meeting and ending on the date of the next annualmeeting, (4) if two or more special meetings have been called at the request of shareholders and convened within the 12-month periodending on the Delivery Date, (5) the request contains a Similar Item to an item that was presented at any meeting of shareholders heldwithin one hundred and twenty (120) days prior to the Delivery Date, (6) the request relates to an item of business that is not a propersubject for action by the shareholders of the Company under applicable law or (7) the request was made in a manner that involved aviolation of Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or other applicable law.The Board of Directors shall determine in good faith whether the requirements set forth in this Section 2 have been satisfied and suchdetermination shall be binding on the Company and its shareholders.(g) If a valid special meeting request has been made, the shareholder requested special meeting shall be held at such date, timeand place as the Board of Directors shall fix; provided, however, that the date of any such special meeting shall be not more than 120days after the special meeting request is delivered to the Corporate Secretary.(h) Business transacted at any shareholder requested special meeting shall be limited to the purpose(s) stated in a valid specialmeeting request for such meeting; provided, however, that nothingherein shall prohibit the Company from submitting matters to a vote of the shareholders at any shareholder requested special meeting.(i) If none of the Shareholders who submitted the request for a Shareholder requested special meeting appears or sends aqualified representative to present the matters to be presented for consideration that were specified in the special meeting request, theCompany need not present such matters for a vote at such meeting, notwithstanding that proxies in respect of such matter may havebeen received by the Company.Section 3. Notice of Meetings. Written notice or notice by electronic transmission of the date, time, place and purpose orpurposes the meeting and the matters proposed to be acted on at such meeting of the shareholders shall be given in the mannerdescribed in Article V. If a shareholder or proxy holder may be present and vote at a meeting by remote communication, the means ofremote communication allowed shall be included in the notice. Notice of a special meeting shall also indicate that it is being issued byor at the direction of the Board of Directors, the Chairman of the Board, the Presiding Director, if one has been designated, or theholders of Requisite Percentage of the outstanding shares of stock of the Company.Notice of a meeting need not be given to any shareholder who submits a signed waiver of notice, in person or by proxy, or awaiver of notice by electronic transmission, whether before or after the meeting. The attendance of any shareholder at a meeting, inperson or by proxy, will result in both of the following:(a) Waiver of objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of themeeting objects to holding the meeting or transacting business at the meeting; and(b) Waiver of objection to consideration of a particular matter at the meeting that is not within the purpose or purposesdescribed in the meeting notice, unless the shareholder objects to considering the matter when it is presented.Section 4. Adjournments. Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at thesame or some other place. Notice need not be given of any adjourned meeting if the new date, time and place of the meeting areannounced at the meeting at which the adjournment is taken. A shareholder or proxy holder may be present and vote at the adjournedmeeting by means of remote communication if he or she were permitted to be present and vote by that means of remote communicationin the original meeting notice. If a notice of the adjourned meeting is not given, the Company may only transact business that mighthave been transacted at the original meeting. If, after the adjournment, the Board of Directors fixes a new record date for the adjournedmeeting, a notice of the adjourned meeting shall be given to each shareholder entitled to notice under these Bylaws as of the newrecord date.Section 5. Quorum. Unless otherwise provided by law, the Articles of Incorporation or these Bylaws, the holders of amajority of the outstanding shares of stock of the Company entitled to vote at such meeting, whether present in person or by proxy,shall constitute a quorum at any meeting of shareholders. If at any meeting there shall be no quorum, the holders of a majority of theoutstanding shares of stock so present or represented shall have the power to adjourn the meeting, without notice other thanannouncement at the meeting of the new meeting time and place, until a quorum has been obtained. When a quorum is present, theshareholders present in person or by proxy at such meeting may continueto do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.Section 6. Voting. Except as otherwise provided in the Articles of Incorporation, each outstanding share of capital stock shallbe entitled to one vote on each matter submitted to a vote. Votes may be cast orally, in writing or by any other means permitted underMichigan law, as the chair of the meeting may decide. All voting may be done either in person or by proxy appointed by instrument inwriting or by electronic means (telephone or internet), signed, or identified by the shareholder’s identification number or other uniqueidentifier that is reasonably designed to ensure authenticity by such shareholder or his or her authorized agent. When a quorum ispresent:(a) Action on a matter is approved if the votes properly cast favoring the action exceed the votes properly cast opposing theaction, unless the action is the election of directors, or is one upon which by express provision of law, the Articles of Incorporation orthese Bylaws, a larger or different vote is required; and(b) Each director shall be elected by a majority of votes properly cast at any meeting of shareholders for the election ofdirectors. However, if the number of director nominees for any director election exceeds the number of directors to be elected (a“Contested Election”), the nominees receiving a plurality of the votes cast by holders of the shares entitled to vote at any meeting forthe election of directors at which a quorum is present will be elected. For purposes of this Section 6(b) of Article I, a majority of thevotes properly cast means that the number of shares properly voted “for” a director must exceed fifty percent (50%) of the votesproperly cast with respect to that director. The votes cast shall exclude abstentions with respect to that director’s election.Section 7. Record of Shareholders. For the purpose of determining the shareholders entitled (a) to notice of, or to vote at,any meeting of shareholders or any adjournment thereof, (b) to express consent to, or dissent from, any proposal without a meeting, or(c) to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors mayfix, in advance, a date as the record date for any such determination of shareholders. The record date shall not precede the date uponwhich it is fixed and shall not be less than 10 days nor more than 60 days before the date of the meeting, or the taking of any otheraction. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to anyadjournment of the meeting, unless the Board of Directors chooses to fix a new record date for the adjourned meeting.Section 8. List of Shareholders. The Corporate Secretary shall prepare or have prepared before every meeting ofshareholders a complete list of shareholders entitled to vote at the meeting in compliance with Michigan law.Section 9. Order of Business. At each meeting of shareholders, a chair shall preside. In the absence of a specific selection bythe Board of Directors, the chair shall be the Chairman of the Board as provided in these Bylaws. The chair shall determine the orderof business and shall have the authority in his or her sole discretion to regulate the conduct of any such meeting including, withoutlimitation, by imposing restrictions on the persons (other than shareholders of the Company or their duly appointed proxies) who mayattend any such shareholders’ meeting, by ascertaining whether any shareholder or his proxy may be excluded from any meeting ofshareholders based upon any determination by the chair in his or her sole discretion, that any such person has unduly disrupted or islikely to disrupt the proceedings of the meeting, and by determining the circumstances in which any person may make a statement orask questions at any meeting of shareholders. The chair of the meeting shall announce at the meeting when the polls close for eachmatter voted upon. If no announcement is made, the polls shall be deemed to haveclosed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes, nor any revocations or changesthereto may be accepted.Section 10. Director Nominations and Shareholder Business.(a) Annual Shareholder Meeting. At an annual meeting of shareholders, only such business will be conducted or consideredas is properly brought before the meeting. To be properly brought before an annual meeting:(i) Nominations of persons for election as directors may be made only at an annual meeting (1) by or at the directionof the Board of Directors or a committee thereof, or (2) by any shareholder who is a shareholder of record at the time of giving notice,who is entitled to vote at the annual meeting and who complies with the notice requirements set forth in this Section.(ii) Other business to be considered at an annual meeting shall be: (1) specified in the notice of meeting (or anysupplement thereto) given by or at the direction of the Board of Directors, Chairman of the Board, the President, a Vice President, theCorporate Secretary or an Assistant Corporate Secretary; (2) brought by or at the direction of the Board of Directors; or (3) properlyrequested by a shareholder of the Company in accordance with the law and with the notice requirements provided in this Section. (b) A shareholder who intends to make a director nomination or to bring any other matter before an annual meeting must givenotice of his or her intent in writing to the Corporate Secretary. A shareholder’s notice must be received at the principal executiveoffices of the Company not less than 60 nor more than 90 calendar days prior to the annual meeting of shareholders. If the Companydoes not make a public announcement of an annual meeting date at least 70 calendar days prior to the date of the annual meeting, ashareholder’s notice must be received at the principal executive offices of the Company by the close of business on the 10th dayfollowing the Company’s first public announcement of the annual meeting date.(c) All shareholder notices must include:(i) the name and address, as they appear on the Company books, of the shareholder making the nomination orproposing the shareholder business, along with the class and number of shares of Company stock owned by the shareholder;(ii) a representation that the shareholder is a shareholder of record of Company stock entitled to vote at such annualmeeting and intends to appear in person or by proxy at the annual meeting to make the nomination or propose the business specified inthe notice;(iii) if the shareholder notice is to bring a matter up for vote at a shareholder meeting, (1) a description in reasonabledetail of the business desired to be brought before the annual meeting, (2) the reasons for conducting such business at the annualmeeting, (3) any material interest the shareholder has in the matter, and (4) compliance with all applicable requirements of theSecurities Exchange Act of 1934, as amended (the “Act”), for shareholder proposals, including matters covered by Rule 14a-8;(iv) if a shareholder notice is to nominate a person for election as a director, a description of all arrangements orunderstandings between or among any of (1) the shareholder giving thenotice, (2) the beneficial owner on whose behalf the notice is given, (3) each nominee, and (4) any other person or person (namingsuch person or persons) pursuant to which the nomination is to be made by the shareholder giving the notice; and(v) if a shareholder notice is to nominate a person for election as a director, the information that would be required tobe disclosed in a proxy statement to comply with all applicable requirements of the Act and the rules and regulations thereunder as ifeach nominee had been nominated by the Board.Any shareholder notice to nominate a person for the election as a director must be accompanied by a written and signedconsent of each nominee to serve as a director of the Company if elected.Section 11. Inspectors.In advance of any meeting of shareholders, the Board of Directors may appoint one or more inspectors for the meeting. Ifinspectors are not so appointed, the chair of the meeting may appoint such inspectors. No officer or director of the Company orcandidate for director shall be appointed as an inspector.ARTICLE II.Board of Directors and CommitteesSection 1. Number and Time of Holding Office. The business and affairs of the Company shall be managed by or under thedirection of a Board of Directors. The number of directors constituting the entire Board of Directors shall be determined from time totime by resolution of the Board of Directors; provided that no change in the number of directors shall serve to shorten the term of officeof any incumbent director. Commencing with the 2012 annual meeting of shareholders and for each annual meeting of shareholdersthereafter, directors whose terms are expiring at an annual meeting of shareholders shall be elected for terms of one year; for theavoidance of doubt, each director whose term of office for which he or she was elected has not expired as of the 2012 annual meetingof shareholders shall continue to hold office until such time as his or her term has expired. If at any time the holders of any series of theCompany's Preferred Stock are entitled to elect directors pursuant to the Articles of Incorporation of the Company, then the provisionsof such series of Preferred Stock with respect to their rights shall apply and such directors shall be elected in a manner and for termsexpiring consistent with the Articles of Incorporation.Each director shall serve for the term to which the director was elected, and until a successor shall have been elected andqualified or until the director’s prior death, resignation, or removal. Except for the Chief Executive Officer of the Company, no personwho has served as an employee of the Company or a subsidiary shall be elected a director after retiring from employment with theCompany or a subsidiary.Section 2. Vacancies. Any vacancy in the Board of Directors may be filled by a majority vote of the remaining members ofthe Board of Directors then in office (even if constituting less than a quorum). Each person elected by the Board of Directors to fill adirector vacancy shall be subject to election by a vote of the shareholders at the next annual shareholder meeting. During the existenceof any vacancy, the remaining directors shall possess and may exercise all the powers of the full Board of Directors, unless otherwiserequired by law or these Bylaws.Section 3. Meetings of the Board.(a) Annual Meetings. An annual meeting of the Board of Directors shall be held without notice each year as soon aspracticable after the adjournment of the annual meeting of shareholders for the purpose of election of officers and consideration of suchbusiness that may properly be brought before the meeting. If there is less than a quorum at the annual meeting of the Board ofDirectors, the meeting shall be adjourned and the matters which might have been taken up at the annual meeting may be taken up atany later special or annual meeting, or by consent resolution.(b) Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and at such places as may fromtime to time be fixed by the Board of Directors.(c) Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, the PresidingDirector, if one has been designated, or, during the absence or incapacity of the Chairman of the Board or any designated PresidingDirector, special meetings may be called by the Executive Committee, if one has been designated, by giving reasonable notice of thetime and place of such meetings or by obtaining waivers of notice either signed or received by electronic transmission, before or afterthe meeting, from each absent director. A director’s attendance at or participation in any meeting of the Board of Directors or acommittee waives any required notice to him or her of the meeting unless he or she, at the beginning of the meeting or upon his or herarrival, objects tothe meeting or the transacting of business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.(d) A director may participate in a meeting by means of remote communications where all persons participating in themeeting can communicate with each other. Such participation shall constitute attendance at any meeting.(e) Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors needbe specified in the notice or waiver of notice of such meeting.Section 4. Quorum. A majority of the directors in office at the time of a meeting of the Board of Directors shall constitute aquorum for the transaction of business. If at any meeting of the Board of Directors there shall be less than a quorum present, a majorityof the directors present may adjourn the meeting without notice other than announcement at the meeting of the new meeting time andplace, until a quorum has been obtained. The acts of a majority of the directors present at any meeting at which there is a quorum shallbe the acts of the Board of Directors, unless otherwise provided by law, by the Articles of Incorporation or by these Bylaws.Section 5. Chairman of the Board. From its members, the Board of Directors shall annually elect a Chairman of the Board.The Chairman of the Board may simultaneously serve as the Chief Executive Officer. Subject to Article I Section 9 and Article IISection 6, the Chairman of the Board shall preside at meetings of the Board of Directors and meetings of shareholders at which theChairman of the Board is present.Section 6. Presiding Director. If the Chairman of the Board is not an independent director, the Board of Directors may electa Presiding Director from among its members other than the Chairman of the Board. The Presiding Director shall have such authorityand powers as the Board of Directors may from time to time prescribe.Section 7. Committees.(a) Executive Committee. The Board of Directors may, by resolution passed by a majority of the Board of Directors,designate an Executive Committee to consist of the Chairman of the Board, the Presiding Director, if one has been designated, and oneor more of the other directors, and alternates, and shall designate the chair of the Executive Committee. Meetings of the ExecutiveCommittee may be called by the Chairman of the Board, or, in the event of the incapacity or absence of the Chairman of the Board, thePresiding Director, if one has been designated, or, in the incapacity or absence of the Chairman of the Board and of any designatedPresiding Director, meetings may be called by one or more members of the Executive Committee by giving reasonable notice of thetime and place of such meetings. The Executive Committee shall have and may exercise, when the Board of Directors is not in session,all of the powers of the Board of Directors in the management of the business and affairs of the Company, and shall have the power toauthorize the seal of the Company to be affixed to all papers which may require it. The Executive Committee may make rules for theconduct of its business and may appoint such subcommittees and assistants, as it shall from time to time deem necessary. All actiontaken by the Executive Committee shall be reported to the Board of Directors at its next meeting succeeding such action. TheCorporate Secretary or an Assistant Corporate Secretary shall attend and act as the secretary of all meetings of the ExecutiveCommittee and keep the minutes thereof.(b) Other Committees. The Board of Directors may, by resolution, appoint such other committees consisting of one or moredirectors, and alternates, and shall designate the chair of each such committee. Committees other than the Executive Committee shallhave such authority as shall be specified by the Board of Directors in the resolution making such appointments.(c) The Board of Directors may designate one or more directors as alternate members of any committee who may replace anabsent or disqualified member at any meeting of the committee. The Board shall have the power at any time to fill vacancies in, tochange the membership of, or to dissolve any committee. A majority of the authorized number of members of any such committee shallconstitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum ispresent shall be the act of such committee. Committees and each member shall serve at the pleasure of the Board.(d) Notwithstanding the foregoing, no committee of the Board shall have the power or authority to:(i) amend the Articles of Incorporation, except that a committee may prescribe the relative rights and preferences ofthe shares of a series if the Articles of Incorporation authorize the Board of Directors to do so;(ii) adopt an agreement of merger or plan of share exchange;(iii) recommend to shareholders the sale, lease or exchange of all or substantially all of the Company’s property andassets;(iv) recommend to shareholders a dissolution of the Company or revocation of a dissolution;(v) amend these Bylaws;(vi) fill vacancies in the Board of Directors; or(vii) unless expressly authorized by the Board of Directors, declare a dividend or authorize the issuance of stock.Section 8. Action by Consent. Any action required or permitted at any meeting of directors or committee of directors may betaken without a meeting, without prior notice and without a vote, if all of the directors or committee members entitled to vote on theaction consent to the action in writing or by electronic transmission, before or after the action is taken. Such consents shall be filed withthe minutes of the proceedings of the Board of Directors or committee and shall have the same effect as a vote of the Board ofDirectors or committee for all purposes.Section 9. Compensation. Each director of the Company who is not a salaried officer or employee of the Company mayreceive reasonable compensation for services as a director, including a reasonable fee for attendance at meetings of the Board ofDirectors and committees thereof, service as a committee chair or as Presiding Director and attendance at the Company's request atother meetings or similar activities related to the Company.ARTICLE III.OfficersSection 1. Officers and Agents. The officers of the Company shall be a President, a Corporate Secretary and a Treasurer. TheBoard of Directors may also, from time to time, elect a Chief Executive Officer and one or more Vice Presidents, a Controller, aGeneral Auditor, a General Counsel and such other officers and agents, as it may deem proper or advisable in the conduct of the affairsof the Company. The Board of Directors may, in its discretion, leave vacant any office other than that of the President, CorporateSecretary, or Treasurer. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, one person may hold anynumber of offices.Section 2. Term of Office. The term of office of all officers shall be until the next annual meeting of the Board of Directors oruntil the officers’ respective successors are chosen and qualified. Any officer or agent elected by the Board of Directors may beremoved by the Board at any time, with or without cause.Section 3. Chief Executive Officer. The Chief Executive Officer of the Company shall have general charge of the businessand affairs of the Company, subject to the control of the Board of Directors, may create in the name of the Company corporateobligations or other instruments and shall perform such other functions and acts as may be incident to the office of Chief ExecutiveOfficer or prescribed by the Board of Directors from time to time. The Chief Executive Officer may also simultaneously serve as theChairman of the Board.The Chief Executive Officer shall manage or supervise the conduct of the corporate finances and relations of the Companywith its shareholders, with the public, and with regulatory authorities, and may exercise all powers conferred upon the Presidentelsewhere in the Bylaws. The Chief Executive Officer may delegate from time to time to other officers, employees or positions of theCompany, such powers as the Chief Executive Officer may specify in writing. A copy of each such delegation and of any revocationor change shall be filed with the Corporate Secretary.Section 4. President. The President shall have the power and authority, subject to the control of the Board of Directors andthe Chief Executive Officer, if one has been appointed, to perform all acts incident to the President’s office or prescribed by the Boardof Directors or the Chief Executive Officer, or authorized or required by law. During the absence or disability of the Chief ExecutiveOfficer, if one has been elected, the President shall assume the duties and authority of the Chief Executive Officer of the Company.Section 5. Other Officers. The other officers, agents, and employees of the Company shall each have such powers andauthority to perform such duties in the management of the property and affairs of the Company, subject to the control of the Board ofDirectors, as generally pertain to their respective offices, as well as such powers and duties that, from time to time, may be prescribedby the Board of Directors, by the Chief Executive Officer, or by the President, as the case may be.Section 6. Compensation. The compensation of all executive officers of the Company above the level of Assistant VicePresident (or equivalent) and the General Auditor (whether or not he or she is above the level of Assistant Vice President) shall befixed by the Board of Directors or by an authorized committee of the Board of Directors.Section 7. Voting of Shares and Securities of Other Corporations. Unless the Board of Directors otherwise directs, theCompany’s Chairman of the Board, Chief Executive Officer, President, Corporate Secretary and Assistant Corporate Secretary shalleach be authorized to vote or to designate a proxy to vote all shares and other securities that the Company owns in any othercorporation or entity.ARTICLE IV.Capital StockSection 1. Certificates of Shares. Shares of the Company’s stock may be certificated or uncertificated, as provided underMichigan law at any time. The certificated shares shall be represented by certificates signed by the Chairman of the Board, thePresident or a Vice President and may also be signed by the Treasurer, an Assistant Treasurer, the Corporate Secretary or an AssistantCorporate Secretary of the Company, and shall be countersigned by a transfer agent for the stock and registered by a registrar for suchstock. The signatures of the officers and the transfer agent and the registrar upon such certificates may be facsimiles, engraved, orprinted, subject to the provisions of applicable law. In case any officer, transfer agent, or registrar shall cease to serve in that capacityafter their facsimile signature has been placed on a certificate, the certificates may be issued with the same effect as if the officer,transfer agent, or registrar were still in office. A certificate representing shares shall state on its face that the Company is formed underthe laws of the State of Michigan and shall also state the name of the person to whom it is issued, the number and class of shares andthe designation of the series, if any, that the certificate represents, and any other provisions that may be required by the laws of theState of Michigan or by federal law or by the rules or regulations of any stock exchange or other organization applicable to theCompany.Section 2. Uncertificated Shares. The Board of Directors may authorize, by resolution, the issuance of some or all of theshares of any class or series without certificates. The authorization will not affect shares already represented by certificates until thecertificates are surrendered to the Company. Within a reasonable time after the issuance or transfer of shares without certificates, theCompany shall send the shareholder a written statement of the information required on certificates by applicable law, rule or regulation. Section 3. Transfer of Shares. The Company shall make transfers of stock on the Company’s books (a) upon the presentationof the certificates by the registered holder in person or by duly authorized agent or attorney, or upon presentation of proper evidence ofsuccession, assignment or authority to transfer the stock and upon surrender of the appropriate certificates, or (b) in the case ofuncertificated shares, upon receipt of proper transfer instructions from the registered owner of such uncertificated shares, or from a dulyauthorized agent or attorney or from an individual presenting proper evidence of succession, assignment or authority to transfer thestock.Section 4. Lost or Destroyed Stock Certificates. No certificate for shares of stock of the Company shall be issued in place ofany certificate alleged to have been lost, stolen or destroyed, except upon production of such evidence of the loss, theft or destruction,and upon indemnification of the Company and its agents to such extent and in such manner as the Board of Directors may from time totime prescribe.ARTICLE V.Delivery of NoticesAll notices to shareholders, directors and Board committee members shall be given (a) personally, (b) by mail (as provided inthe Michigan Business Corporation Act, with postage pre‑paid), and addressed to such person at the address designated by him or herfor that purpose, or, if none is designated, at his or her last known address, (c) by electronic transmission in a manner authorized by theperson, or (d) as otherwise provided in the Michigan Business Corporation Act. In addition to any other form of notice to a shareholderpermitted by the Articles of Incorporation, these Bylaws, or the Michigan Business Corporation Act, any notice given to a shareholderby a form of electronic transmission to which the shareholder has consented is effective. When a notice is required or permitted by theMichigan Business Corporation Act or these Bylaws to be given in writing, electronic transmission is written notice. Notices givenpursuant to this Article V shall be deemed to be given when dispatched, or, if mailed, when deposited, with postage prepaid, in a postoffice or official depository under the exclusive care and custody of the United States Postal Service; provided that when a notice orcommunication is permitted by the Michigan Business Corporation Act or these Bylaws to be transmitted electronically, the notice orcommunication is given when electronically transmitted to the person entitled to the notice or communication in a manner authorizedby the person. Further notice shall be given by mail, publication, electronic transmission, or otherwise, if and as required by law.ARTICLE VI.Checks, Notes, Bonds, Debentures, etc.All checks and drafts on the Company’s bank accounts, all bills of exchange and promissory notes, and all acceptances,obligations, and other instruments for the payment of money, shall be signed by such officer or officers or agent or agents, eithermanually or by facsimile signature or signatures, as shall be thereunto authorized from time to time by the Board of Directors eithergenerally or in specific instances; provided that bonds, debentures, and other evidences of indebtedness of the Company bearingfacsimile signatures of officers of the Company shall be issued only when authenticated by a manual signature on behalf of a trustee oran authenticating agent appointed by the Board of Directors. In case any such officer of the Company shall cease to be such after suchofficer’s facsimile signature has been placed on the document, such bonds, debentures or other evidences of indebtedness may beissued with the same effect as if such person were still in office.ARTICLE VII.Corporate SealThe Board of Directors may provide a suitable seal containing the name of the Company.ARTICLE VIII.Control Share AcquisitionsThe Stacey, Bennett, and Randall Shareholder Equity Act (Chapter 7B of the Michigan Business Corporation Act) shall notapply to any control share acquisitions (as defined in such Act) of shares of the Company.This Article VIII of the Bylaws may not be amended, altered, or repealed with respect to any control share acquisition of sharesof the Company effected pursuant to a tender offer or other transaction commenced prior to the date of such amendment, alteration, orrepeal.ARTICLE IX.Amendment of BylawsThe Bylaws of the Company may be amended, repealed or adopted by vote of the holders of a majority of shares at the timeentitled to vote in the election of any directors or by vote of a majority of the directors in office.EXHIBIT 4-287DTE ENERGY COMPANY AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., TRUSTEE__________________________SUPPLEMENTAL INDENTURE DATED AS OF NOVEMBER 1, 2014__________________________SUPPLEMENTING THE AMENDED AND RESTATED INDENTURE DATED AS OF APRIL 9, 2001PROVIDING FOR2014 SERIES G 2.40% SENIOR NOTES DUE 20191SUPPLEMENTAL INDENTURE, dated as of the 1st day of November, 2014, between DTE ENERGY COMPANY, acorporation organized and existing under the laws of the State of Michigan (the “Company”), and The Bank of New York MellonTrust Company, N.A., as successor trustee (the “Trustee”);WHEREAS, the Company has heretofore executed and delivered to the Trustee an Amended and Restated Indenture, dated asof April 9, 2001 (the “Original Indenture”), as amended, supplemented or modified (as so amended, supplemented or modified, the“Indenture”) providing for the issuance by the Company from time to time of its debt securities; andWHEREAS, the Company now desires to provide for the issuance of a series of its unsecured, senior debt securities pursuantto the Original Indenture; andWHEREAS, the Company, in the exercise of the power and authority conferred upon and reserved to it under the provisions ofthe Original Indenture, including Section 901 thereof, and pursuant to appropriate resolutions of the Board of Directors, has dulydetermined to make, execute and deliver to the Trustee this Supplemental Indenture to the Original Indenture as permitted by Section201 and Section 301 of the Original Indenture in order to establish the form or terms of, and to provide for the creation and issue of, aseries of its debt securities under the Original Indenture, which shall be known as the “2014 Series G 2.40% Senior Notes due 2019”;andWHEREAS, all things necessary to make such debt securities, when executed by the Company and authenticated anddelivered by the Trustee or any Authenticating Agent and issued upon the terms and subject to the conditions hereinafter and in theOriginal Indenture set forth against payment therefor, the valid, binding and legal obligations of the Company and to make thisSupplemental Indenture a valid, binding and legal agreement of the Company, have been done;NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH that, in order to establish the terms of aseries of debt securities, and for and in consideration of the premises and of the covenants contained in the Original Indenture and inthis Supplemental Indenture and for other good and valuable consideration the receipt and sufficiency of which are herebyacknowledged, it is mutually covenanted and agreed as follows:article 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATIONSECTION 101. Definitions. Each capitalized term that is used herein and is defined in the Original Indenture shall have themeaning specified in the Original Indenture unless such term is otherwise defined herein. The following terms shall have the respectivemeanings set forth below:“Business Day” means any day other than a Saturday or Sunday or a day on which commercial banks in the state of New Yorkor the state of Michigan are required or authorized by law or executive order to be closed.1SECTION 102. Section References. Each reference to a particular section set forth in this Supplemental Indenture shall,unless the context otherwise requires, refer to this Supplemental Indenture.ARTICLE 2 TITLE AND TERMS OF THE SECURITIESSECTION 201. Title of the Securities; Stated Maturity. This Supplemental Indenture hereby establishes a series of Securities,which shall be known as the Company's “2014 Series G 2.40% Senior Notes due 2019” (the “Notes”). The Stated Maturity on whichthe principal of the Notes shall be due and payable will be December 1, 2019.SECTION 202. Rank. The Notes shall rank equally with all other unsecured and unsubordinated indebtedness of theCompany from time to time outstanding.SECTION 203. Variations from the Original Indenture. Section 1009 of the Original Indenture shall be applicable to theNotes. Section 403(2) and Section 403(3) shall be applicable to the Notes; the Company's obligations under Section 1009, withoutlimitation, shall be subject to defeasance in accordance with Section 403(3).SECTION 204. Amount and Denominations; DTC.(a) The aggregate principal amount of the Notes that may be issued under this Supplemental Indenture is limited initially to$300,000,000 (except as provided in Section 301(2) of the Original Indenture); provided that the Company may, without the consentof the Holders of the Outstanding Notes, “reopen” the Notes so as to increase the aggregate principal amount of the Notes Outstandingin compliance with the procedures set forth in the Original Indenture, including Section 301 and Section 303 thereof, so long as anysuch additional Notes have the same tenor and terms (including, without limitation, rights to receive accrued and unpaid interest) as theNotes then Outstanding. No additional Notes may be issued if an Event of Default has occurred. The Notes shall be issuable only infully registered form and, as permitted by Section 301 and Section 302 of the Original Indenture, in denominations of $1,000 andintegral multiples thereof. The Notes will initially be issued in global form (the “Global Notes”) under a book-entry system, registeredin the name of The Depository Trust Company, as depository (“DTC”), or its nominee, which is hereby designated as “Depositary”under the Indenture.(b) Further to Section 305 of the Original Indenture, any Global Note shall be exchangeable for Notes registered in the nameof, and a transfer of a Global Note may be registered to, any Person other than the Depositary for such Note or its nominee only if (i)such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or if at any timesuch Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either such case, the Company does notappoint a successor Depositary within 90 days thereafter, (ii) the Company executes and delivers to the Trustee a Company Order thatsuch Global2Note shall be so exchangeable and the transfer thereof so registrable or (iii) there shall have occurred and be continuing an Event ofDefault or an event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default with respect to theNotes. Upon the occurrence in respect of a Global Note of any or more of the conditions specified in clause (i), (ii) or (iii) of thepreceding sentence, such Global Note may be exchanged for Notes registered in the name of, and the transfer of such Global Notemay be registered to, such Persons (including Persons other than the Depositary and its nominees) as such Depositary, in the case of anexchange, and the Company, in the case of a transfer, shall direct.SECTION 205. Terms of the Notes.(a) The Notes shall bear interest at the rate of 2.40% per annum on the principal amount thereof from November 24, 2014, orfrom the most recent Interest Payment Date to which interest has been paid or duly provided for, until the principal of the Notesbecomes due and payable, and on any overdue principal and premium and (to the extent that payment of such interest is enforceableunder applicable law) on any overdue installment of interest at the same rate per annum during such overdue period. Interest on theNotes will be payable semiannually in arrears on December 1 and June 1 of each year (each such date, an “Interest Payment Date”),commencing June 1, 2015. The amount of interest payable for any period shall be computed on the basis of twelve 30-day months anda 360-day year.(b) In the event that any Interest Payment Date, redemption date or other date of Maturity of the Notes is not a Business Day,then payment of the amount payable on such date will be made on the next succeeding day which is a Business Day (and without anyinterest or other payment in respect of any such delay), in each case with the same force and effect as if made on such date. The interestinstallment so payable, and punctually paid or duly provided for, on any Interest Payment Date with respect to any Note will, asprovided in the Original Indenture, be paid to the person in whose name the Note (or one or more Predecessor Securities, as defined insaid Indenture) is registered at the close of business on the relevant record date for such interest installment, which shall be the fifteenthcalendar day (whether or not a Business Day) prior to the relevant Interest Payment Date (the “Regular Record Date”). Any suchinterest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on suchRegular Record Date, and may either be paid to the person in whose name the Note (or one or more Predecessor Securities) isregistered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such defaulted interest, noticewhereof shall be given to the registered Holders of the Notes not less than ten days prior to such Special Record Date, or may be paidat any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may belisted, and upon such notice as may be required by such exchange, all as more fully provided in the Original Indenture. The principalof, and premium, if any, and the interest on the Notes shall be payable at the office or agency of the Company maintained for thatpurpose in the Borough of Manhattan, The City of New York, in any coin or currency of the United States of America which at thetime of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made atthe option of the Company by check mailed to the registered Holder at the close of business on the Regular Record Date at suchaddress as shall appear in the Security Register.3(c) The Notes are not subject to repayment at the option of the Holders thereof and are not subject to any sinking fund. Asprovided in the form of Note attached hereto as Exhibit A, the Notes are subject to optional redemption, as a whole or in part, by theCompany prior to Stated Maturity of the principal thereof on the terms set forth therein. Except as modified in the form of the Note,redemption shall be effected in accordance with Article Eleven of the Original Indenture.(a) The Notes shall have such other terms and provisions as are set forth in the form of Note attached hereto as Exhibit A(which is incorporated by reference in and made a part of this Supplemental Indenture as if set forth in full at this place).SECTION 206. Form of Notes. Attached hereto as Exhibit A is the form of the Notes.ARTICLE 3 MISCELLANEOUS PROVISIONSThe Trustee makes no undertaking or representations in respect of, and shall not be responsible in any manner whatsoever forand in respect of, the validity or sufficiency of this Supplemental Indenture or the proper authorization or the due execution hereof bythe Company or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely bythe Company.Except as expressly amended hereby, the Original Indenture shall continue in full force and effect in accordance with theprovisions thereof and the Original Indenture is in all respects hereby ratified and confirmed. This Supplemental Indenture and all itsprovisions shall be deemed a part of the Original Indenture in the manner and to the extent herein and therein provided.This Supplemental Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State ofNew York.This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to bean original, but all such counterparts shall together constitute but one and the same instrument.4IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the dayand year first above written.DTE ENERGY COMPANYBy: /s/ MARK C. ROLLINGName: Mark C. RollingTitle: Vice President and TreasurerATTEST:By: /s/ LISA A. MUSCHONGName: Lisa A. MuschongTitle: Corporate Secretary5THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.By: /s/ RICHARD TARNASName: Richard TarnasTitle: Vice President1EXHIBIT AFORM OF NOTETHIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO ANDIS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT ISEXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BETRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”), TO A NOMINEE OF DTCOR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR. UNLESSTHIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER OR ITS AGENT FORREGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THENAME OF CEDE & CO., OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OFDTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTEDBY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FORVALUE OR OTHERWISE BY A PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE& CO., HAS AN INTEREST HEREIN.CUSIP NO. ___________ $__________NO. : ______DTE ENERGY COMPANY 2014 SERIES G 2.40% SENIOR NOTES DUE 2019DTE ENERGY COMPANY, a corporation duly organized and existing under the laws of the State of Michigan (hereinreferred to as the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for valuereceived, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $__________ on December 1, 2019(“Stated Maturity” with respect to the principal of this Note), unless previously redeemed, and to pay interest at the rate of 2.40% perannum on said principal sum from November 24, 2014 or from the most recent Interest Payment Date to which interest has been paidor duly provided for, until the principal of this Note becomes due and payable, and on any overdue principal and premium and (to theextent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate perannum during such overdue period. Interest on this Note will be payable semiannually in arrears on December 1 and June 1 of eachyear (each such date, an “Interest Payment Date”), commencing June 1, 2015. The amount of interest payable for any period shall becomputed on the basis of twelve 30-day months and a 360-day year.In the event that any Interest Payment Date, redemption date or other date of Maturity of the Notes is not a Business Day, thenpayment of the amount payable on such date will be made on the next succeeding day which is a Business Day (and without anyinterest or other payment in respect of any such delay), in each case with the same force and effect as if made on such date. AA-1“Business Day” means any day other than a Saturday or Sunday or a day on which commercial banks in the state of New York or thestate of Michigan are required or authorized by law or executive order to be closed. The interest installment so payable, and punctuallypaid or duly provided for, on any Interest Payment Date with respect to this Note will, as provided in the Indenture, be paid to theperson in whose name this Note is registered at the close of business on the relevant record date for such interest installment, whichshall be the fifteenth calendar day (whether or not a Business Day) prior to the relevant Interest Payment Date (the “Regular RecordDate”). Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registeredHolders on such Regular Record Date, and may either be paid to the person in whose name this Note is registered at the close ofbusiness on a Special Record Date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be givento the registered Holders of the Notes not less than ten days prior to such Special Record Date, or may be paid at any time in any otherlawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon suchnotice as may be required by such exchange, all as more fully provided in the Indenture. The principal of, and premium, if any, and theinterest on the Notes shall be payable at the office or agency of the Company maintained for that purpose in the Borough ofManhattan, The City of New York, in any coin or currency of the United States of America which at the time of payment is legaltender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Companyby check mailed to the registered Holder at the close of business on the Regular Record Date at such address as shall appear in theSecurity Register. Notwithstanding anything else contained herein, if this Note is a Global Note and is held in book-entry form throughthe facilities of the Depositary, payments on this Note will be made to the Depositary or its nominee in accordance with arrangementsthen in effect between the Trustee and the Depositary.This Note is one of a duly authorized series of Securities of the Company, designated as the “2014 Series G 2.40% SeniorNotes due 2019” (the “Notes”), initially limited to an aggregate principal amount of $300,000,000 (except for Notes authenticated anddelivered upon transfer of, or in exchange for, or in lieu of other Notes, and except as further provided in the Indenture), all issued or tobe issued under and pursuant to an Amended and Restated Indenture, dated as of April 9, 2001, as supplemented through andincluding the Supplemental Indenture dated as of November 1, 2014 (together, as amended, supplemented or modified, the“Indenture”), duly executed and delivered between the Company and The Bank of New York Mellon Trust Company, N.A., assuccessor trustee (herein referred to as the “Trustee”, which term includes any successor trustee under the Indenture), to whichIndenture reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunitiesthereunder of the Trustee, the Company and the registered Holders of the Notes and of the terms upon which the Notes are, and are tobe, authenticated and delivered.This Note is not subject to repayment at the option of the Holder hereof. This Note is not subject to any sinking fund.This Note will be redeemable at the option of the Company, in whole at any time or in part from time to time (any such date ofoptional redemption, an “Optional Redemption Date,” which shall be a “Redemption Date” for purposes of the Indenture) at theredemption prices set forth below.A-2At any time prior to November 1, 2019, the optional redemption price (which shall be a “Redemption Price” for purposes of theIndenture) will be equal to the greater of (i) 100% of the principal amount of this Note to be redeemed and (ii) the sum of the presentvalues of the principal amount of this Note to be redeemed and the remaining scheduled payments of interest on the principal amountof this Note to be redeemed (exclusive of interest accrued to the related Optional Redemption Date) until Stated Maturity, in each casediscounted from their respective scheduled payment dates to such Optional 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 theQuotation Agent (as defined below), plus in either case, accrued interest thereon to the date of redemption. At any time on or afterNovember 1, 2019, the optional redemption price will be equal to 100% of the principal amount of this bond to be redeemed plusaccrued and unpaid interest thereon to the redemption date.Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates fallingon or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business onthe relevant Record Date.“Adjusted Treasury Rate” means, with respect to any Optional Redemption Date, the rate per annum equal to the semiannualequivalent yield to maturity of the Comparable Treasury Issue, calculated on the third Business Day preceding such OptionalRedemption Date, using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to theComparable Treasury Price for such Optional Redemption Date.“Comparable Treasury Issue” means the United States Treasury security determined by the Quotation Agent as having amaturity comparable to the remaining term of this Note that would be utilized, at the time of selection and in accordance withcustomary financial practice, in pricing new issues of corporate debt securities of comparable maturity with the remaining term of thisNote.“Comparable Treasury Price” means, with respect to any Optional Redemption Date, (i) the average of the Reference TreasuryDealer Quotations for such Optional Redemption Date, after excluding the highest and lowest such Reference Treasury DealerQuotations, or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all suchquotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation.“Quotation Agent” means one of the Reference Treasury Dealers appointed by the Company.“Reference Treasury Dealer” means: (i) each of J.P. Morgan Securities LLC, RBS Securities Inc. and UBS Securities LLC (ortheir respective affiliates which are Primary Treasury Dealers), and their respective successors; provided, however, that if any of theforegoing cease to be a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), the Companyshall substitute therefor another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer(s) selected by the Company.“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any Optional RedemptionDate, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed ineach case as a percentageA-3of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York Citytime, on the third Business Day preceding such Optional Redemption Date.Notice of any optional redemption will be mailed at least 30 days but not more than 60 days before the Optional RedemptionDate to the Holder hereof at its registered address.If money sufficient to pay the applicable Redemption Price with respect to the principal amount of and accrued interest on theprincipal amount of this Note to be redeemed on the applicable Redemption Date is deposited with the Trustee or Paying Agent on orbefore the related Redemption Date and certain other conditions are satisfied, then on or after such Redemption Date, interest willcease to accrue on the principal amount of this Note called for redemption. If the Notes are only partially redeemed by the Company,the Trustee shall select which Notes are to be redeemed by lot or in a manner it deems fair and appropriate in accordance with theterms of the Indenture.In the event of redemption of this Note in part only, a new Note or Notes for the unredeemed portion hereof will be issued inthe name of the registered Holder hereof upon the cancellation hereof.In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal hereof may bedeclared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditionsprovided in the Indenture.The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Note upon compliance by theCompany with certain conditions set forth therein.The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rightsand obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company and theTrustee with the consent of the Holders of a majority of the aggregate principal amount of all Notes issued under the Indenture at thetime outstanding and affected thereby; provided, however, that no such amendment shall without the consent of the Holder of eachNote so affected, among other things (i) change the stated maturity of the principal of, or any installment of principal of or interest onany Notes, or reduce the principal amount thereof, or reduce the rate of interest thereon, or reduce any premium payable upon theredemption thereof or (ii) reduce the percentage of Notes, the Holders of which are required to consent to any amendment or waiver orfor certain other matters as set forth in the Indenture. The Indenture also contains provisions permitting (i) the registered Holders of 662/3% in aggregate principal amount of the Securities at the time outstanding affected thereby, on behalf of the registered Holders of theSecurities, to waive compliance by the Company with certain provisions of the Indenture and (ii) the registered Holders of not less thana majority in aggregate principal amount of the Securities at the time outstanding affected thereby, on behalf of the registered Holdersof the Securities, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by theregistered Holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such registeredHolder and upon all future registered Holders and owners of this Note and of any Note issued in exchange hereof or in place hereof(whether byA-4registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Note.No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of theCompany, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the time andplace and at the rate and in the coin or currency herein prescribed.As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in theSecurity Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company inany place where the principal of and any interest on this Note are payable or at such other offices or agencies as the Company maydesignate, duly endorsed by or accompanied by a written instrument or instruments of transfer in form satisfactory to the Company andthe Security Registrar or any transfer agent duly executed by the registered Holder hereof or his or her attorney duly authorized inwriting, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregateprincipal amount will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but theCompany may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto.Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, any paying agent and any SecurityRegistrar may deem and treat the registered Holder hereof as the absolute owner hereof (whether or not this Note shall be overdue andnotwithstanding any notice of ownership or writing hereon made by anyone other than the Security Registrar) for the purpose ofreceiving payment of or on account of the principal hereof and interest due hereon and for all other purposes, and neither the Companynor the Trustee nor any paying agent nor any Security Registrar shall be affected by any notice to the contrary.The Notes are issuable only in fully registered form without coupons in denominations of $1,000 and any integral multiplethereof. This Global Note is exchangeable for Notes in definitive form only under certain limited circumstances set forth in theIndenture. The Notes so issued are issuable only in registered form without coupons in denominations of $1,000 and any integralmultiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a likeaggregate principal amount of the Notes of a different authorized denomination, as requested by the registered Holder surrendering thesame.As set forth in, and subject to the provisions of, the Indenture, no registered owner of any Note will have any right to instituteany proceeding with respect to the Indenture or for any remedy thereunder, unless (i) such registered owner shall have previouslygiven to the Trustee written notice of a continuing Event of Default with respect to the Notes, (ii) the registered owners of not less than25% in principal amount of the outstanding Notes shall have made written request, and offered reasonable indemnity, to the Trustee toinstitute such proceeding as trustee, (iii) the Trustee shall have failed to institute such proceeding within 60 days and (iv) the Trusteeshall not have received from the registered owners of a majority in principal amount of the outstanding Notes a direction inconsistentwith such request within such 60-day period; provided, however, that such limitations do not apply to a suit instituted by the registeredowner hereof for the enforcement of payment ofA-5the principal of or premium, if any, or any interest on this Note on or after the respective due dates expressed herein.Unless the Certificate of Authentication hereon has been executed by the Trustee or a duly appointed Authentication Agentreferred to herein, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.The Indenture and this Note shall be governed by and construed in accordance with the laws of the State of New York.All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.A-6IN WITNESS WHEREOF, the Company has caused this Instrument to be duly executed.DTE ENERGY COMPANYBy: ______________________________________Name: Title: Date: November __, 2014Attest:By: _________________________________Name: Title: A-7CERTIFICATE OF AUTHENTICATIONThis is one of the Notes described in the within mentioned Indenture.THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as TrusteeBy: ____________ __________________________Authorized SignatoryDate: November ____, 2014A-8FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto (Please insert Social Security or Other Identifying Number of Assignee) (Please print or type name and address, including zip code of assignee)the within Note and all rights thereunder, hereby irrevocably constituting and appointing such person attorneys to transfer the withinNote on the books of the Issuer, with full power of substitution in the premises.Dated:________________________NOTICE: The signature of this assignment must correspond with the name as written upon the face of the within Note in everyparticular, without alteration or enlargement or any change whatever and NOTICE: Signature(s) must be guaranteed by a financialinstitution that is a member of the Securities Transfer Agents Medallion Program (“STAMP”), the Stock Exchange, Inc. MedallionSignature Program (“MSP”). When assignment is made by a guardian, trustee, executor or administrator, an officer of a corporation, oranyone in a representative capacity, proof of his or her authority to act must accompany this Note.A-9EXHIBIT 4-288 FORTY-FIFTHSUPPLEMENTAL INDENTURETOINDENTURE OF MORTGAGE ANDDEED OF TRUSTDATED AS OF MARCH 1, 1944AS RESTATED INPART II OF THE TWENTY-NINTHSUPPLEMENTAL INDENTURE DATED AS OF JULY 15, 1989WHICH BECAME EFFECTIVE ON APRIL 1, 1994DTE GAS COMPANYformerly known asMichigan Consolidated Gas CompanyTOCITIBANK, N.A.,TRUSTEEDATED AS OF DECEMBER 1, 2014CREATING AN ISSUE OF FIRST MORTGAGE BONDS,DESIGNATED AS2014 SERIES F BONDSDTE GAS COMPANYFORTY-FIFTH SUPPLEMENTAL INDENTUREDATED AS OF DECEMBER 1, 2014SUPPLEMENTAL TO INDENTURE OF MORTGAGEAND DEED OF TRUSTDATED AS OF MARCH 1, 1944TABLE OF CONTENTSPAGEARTICLE I ESTABLISHMENT OF AN ISSUE OF FIRST MORTGAGE BONDS, OF the SERIES DESIGNATED ANDDISTINGUISHED AS “2014 SERIES f BONDS” 5SECTION 15SECTION 25SECTION 37SECTION 414SECTION 516ARTICLE II ISSUE OF BONDS 16ARTICLE III THE TRUSTEE 17ARTICLE IV RECORDING AND FILING OF SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 1, 2013 17ARTICLE V RECORDING OF AFFIDAVIT OF FACTS AFFECTING REAL PROPERTY 19ARTICLE VI MISCELLANEOUS PROVISIONS 19THIS FORTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of the 1st day of December, 2014, between DTE GASCOMPANY, formerly known as Michigan Consolidated Gas Company, a corporation duly organized and existing under and byvirtue of the laws of the State of Michigan (hereinafter called the “Company”), having its principal place of business at One EnergyPlaza, Detroit, Michigan, and CITIBANK, N.A., a national banking association incorporated and existing under and by virtue of thelaws of the United States of America, having an office at 388 Greenwich Street in the Borough of Manhattan, the City of New York,New York, as successor trustee (hereinafter with its predecessors as trustee called the “Mortgage Trustee” or the “Trustee”):WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture of Mortgage and Deed of Trust(the “Original Indenture”), dated as of March 1, 1944;WHEREAS, the Company has heretofore executed and delivered to the Trustee the Twenty-ninth Supplemental Indenture,which became effective April 1, 1994, to provide for the modification and restatement of the Original Indenture as previously amended(as so amended, supplemented and modified the “Indenture”), and to secure the Company's First Mortgage Bonds, unlimited inaggregate principal amount except as therein otherwise provided, issued pursuant to the:Thirtieth Supplemental Indenture, dated as of September 1, 1991;Thirty-first Supplemental Indenture, dated as of December 15, 1991;Thirty-second Supplemental Indenture, dated as of January 5, 1993;Thirty-third Supplemental Indenture, dated as of May 1, 1995;Thirty-fourth Supplemental Indenture, dated as of November 1, 1996;Thirty-fifth Supplemental Indenture, dated as of June 18, 1998;Thirty-sixth Supplemental Indenture, dated as of August 15, 2001;Thirty-seventh Supplemental Indenture, dated as of February 15, 2003;Thirty-eighth Supplemental Indenture, dated as of October 1, 2004;Thirty-ninth Supplemental Indenture, dated as of April 1, 2008;Fortieth Supplemental Indenture, dated as of June 1, 2008;Forty-first Supplemental Indenture, dated as of August 1, 2008;Forty-second Supplemental Indenture, dated as of December 1, 2008;Forty-third Supplemental Indenture, dated as of December 1, 2012; andForty-fourth Supplemental Indenture, dated as of December 1, 2013;3WHEREAS, at the date hereof there were outstanding First Mortgage Bonds of the Company issued under the Indenture, of 11series in the principal amounts set forth below (including Collateral Bonds):Designation of SeriesAmount Initially IssuedAmount OutstandingFirst Mortgage Bonds 2012 Series D First Mortgage Bonds$70,000,000$70,000,0002013 Series C First Mortgage Bonds$50,000,000$50,000,0002013 Series D First Mortgage Bonds$70,000,000$70,000,0002013 Series E First Mortgage Bonds$50,000,000$50,000,000 Collateral Bonds (Senior Notes) 5.70% Collateral Bonds due 2033$200,000,000$200,000,0002004 Series E Collateral Bonds$120,000,000$120,000,0002008 Series B Collateral Bonds$100,000,000$100,000,0002008 Series C Collateral Bonds$25,000,000$25,000,0002008 Series F Collateral Bonds$75,000,000$75,000,0002008 Series H Collateral Bonds$140,000,000$140,000,0002008 Series I Collateral Bonds$50,000,000$50,000,000 WHEREAS, the Company desires in and by this Supplemental Indenture to establish a series of bonds to be issued under theIndenture designated and distinguished as 2014 Series F Bonds (the “Bonds”), to designate the terms thereof, to specify the particularsnecessary to describe and define the same and to specify such other provisions and agreements in respect thereof as are in the Indentureprovided or permitted; andWHEREAS, all the conditions and requirements necessary to make this Supplemental Indenture, when duly executed anddelivered, a valid, binding and legal instrument in accordance with its terms and for the purposes herein expressed, have been done,performed and fulfilled, and the execution and delivery of this Supplemental Indenture in the form and with the terms hereof have beenin all respects duly authorized;4NOW, THEREFORE, in consideration of the premises and in further consideration of the sum of One Dollar in lawful moneyof the United States of America paid to the Company by the Trustee at or before the execution and delivery of this Forty-fifthSupplemental Indenture, the receipt whereof is hereby acknowledged, and of other good and valuable consideration, it is agreed byand between the Company and the Trustee as follows:ARTICLE I ESTABLISHMENT OF AN ISSUE OF FIRST MORTGAGE BONDS, OF THE SERIES DESIGNATED AND DISTINGUISHED AS “2014 SERIES F BONDS”SECTION 1There is hereby established a series of bonds to be issued under and secured by the Indenture, to be known as “First MortgageBonds,” designated and distinguished as “2014 Series F Bonds” of the Company. The 2014 Series F Bonds shall be limited inaggregate principal amount to $150,000,000 except as provided in Article II of the Indenture and in this Supplemental Indenture withrespect to transfers, exchanges and replacements of the 2014 Series F Bonds. The 2014 Series F Bonds shall be registered bondswithout coupons and shall be dated as of the date of the authentication thereof by the Trustee.The 2014 Series F Bonds shall mature on the 15th day of December, 2044 (subject to earlier redemption, as provided herein),shall bear interest at the rate of 4.35% per annum, payable semi-annually on the 15th day of June and December of each year and atmaturity (each an “2014 Series F Interest Payment Date”), beginning on June 15, 2015. The principal, Make-Whole Amount (asdefined below), if any, and interest on the 2014 Series F Bonds shall be payable in lawful money of the United States of America; theplace where such principal and Make-Whole Amount, if any, shall be payable shall be the corporate trust office of the Trustee in theBorough of Manhattan, the City of New York, New York, and the place where such interest shall be payable shall be the office oragency of the Company in said Borough of Manhattan, the City of New York, New York. The 2014 Series F Bonds shall have suchother terms as set forth in the form of 2014 Series F Bond provided in Section 3.SECTION 2The 2014 Series F Bonds shall be subject to redemption at the option of the Company, in whole at any time or in part from timeto time (any such date of redemption, a “2014 Series F Redemption Date”), at the applicable redemption price (“2014 Series FRedemption Price”) set forth below.5At any time prior to June 15, 2044, the 2014 Series F Redemption Price will be equal to 100% of the principal amount of the2014 Series F Bonds to be redeemed on the 2014 Series F Redemption Date together with the Make-Whole Amount (as defined in theform of 2014 Series F Bond provided in Section 3), if any, plus, in each case, accrued and unpaid interest thereon to the 2014 Series FRedemption Date.At any time on or after June 15, 2044, the 2014 Series F Redemption Price will be equal to 100% of the principal amount ofthe bonds of 2014 Series F to be redeemed plus accrued and unpaid interest thereon to the redemption date.Notwithstanding the foregoing, installments of interest on the 2014 Series F Bonds that are due and payable on 2014 Series FInterest Payment Dates falling on or prior to the 2014 Series F Redemption Date will be payable on the 2014 Series F Interest PaymentDate to the registered holders as of the close of business on the relevant record date.Notice of redemption shall be given to the holders of the 2014 Series F Bonds to be redeemed not more than 60 nor less than30 days prior to the 2014 Series F Redemption Date, as provided in Section 4.05 of the Indenture. Each such notice shall specify suchoptional 2014 Series F Redemption Date, the aggregate principal amount of the 2014 Series F Bonds to be redeemed on such date, theprincipal amount of each 2014 Series F Bond held by such holder to be redeemed, and the interest to be paid on the 2014 Series FRedemption Date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a senior financialofficer of the Company as to the estimated Make-Whole Amount due in connection with such redemption (calculated as if the date ofsuch notice were the date of the redemption), setting forth the details of such computation. The Make-Whole Amount shall bedetermined by the Company two Business Days prior to the applicable 2014 Series F Redemption Date and the Company shall deliverto holders of the 2014 Series F Bonds and to the Trustee a certificate of a senior financial officer specifying the calculation of suchMake-Whole Amount as of the 2014 Series F Redemption Date.Subject to the limitations of Section 4.07 of the Indenture, the notice of redemption may state that it is subject to the receipt ofthe redemption moneys by the Trustee on or before the 2014 Series F Redemption Date, and that such notice shall be of no effectunless such moneys are so received on or before such date.If the 2014 Series F Bonds are only partially redeemed by the Company, the Trustee shall select which 2014 Series F Bondsare to be redeemed pro rata among all of the 2014 Series F Bonds at the time outstanding in proportion, as nearly as practicable, to therespective unpaid principal amounts thereof and otherwise in accordance with the terms of the Indenture. In the event of redemption ofthe 2014 Series F Bonds in part only, a new 2014 Series F Bond or 2014 Series F Bonds for the unredeemed portion will be issued inthe name or names of the holders thereof upon the surrender or cancellation thereof.6If money sufficient to pay the applicable the 2014 Series F Redemption Price with respect to the 2014 Series F Bonds to beredeemed on the applicable 2014 Series F Redemption Date, together with accrued interest to the 2014 Series F Redemption Date, isdeposited with the Trustee on or before the related 2014 Series F Redemption Date and certain other conditions are satisfied, then the2014 Series F Bonds to be redeemed shall no longer be secured by, or entitled to any lien or benefit of, the Indenture as provided bySection 4.04 of the Indenture.The 2014 Series F Bonds will not be entitled to any sinking fund and will not be redeemable other than as provided in thisSection 2 and the form of 2014 Series F Bond provided in Section 3.SECTION 3The 2014 Series F Bonds shall be registered bonds without coupons. The Trustee shall be the registrar and paying agent for the2014 Series F Bonds, which duties it hereby accepts. The 2014 Series F Bonds may be issued in minimum denominations of $100,000or any integral multiple of $1,000 in excess thereof.The forms of 2014 Series F Bonds shall be substantially as follows:[FORM OF DTE GAS COMPANY 4.35% FIRST MORTGAGE BONDS 2014 SERIES F DUE 2044]PPN:No. R-___ $_________________THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISETRANSFERRED EXCEPT (A) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIESACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITEDSTATES. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE COMPANY AND THETRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS THE TRUSTEE MAY REASONABLY REQUIRE TOCONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.7DTE GAS COMPANY4.35% MORTGAGE BONDS2014 SERIES F DUE 2044Principal Amount: $____________Authorized Denomination: $100,000 or any integral multiple of $1,000 in excess thereof.Regular Record Date: close of business on the 15th calendar day (whether or not a Business Day) prior to the relevant InterestPayment DateOriginal Issue Date: December 16, 2014Stated Maturity: December 15, 2044Interest Payment Dates: June 15 and December 15 of each year, beginning June 15, 2015.Interest Rate: 4.35% per annumDTE GAS COMPANY (hereinafter called the “Company”), a corporation of the State of Michigan, for value received, herebypromises to pay to ___________, or registered assigns, the sum of _________ Dollars ($_________) on the Stated Maturity specifiedabove, in the coin or currency of the United States of America, and to pay interest thereon from the Original Issue Date specifiedabove, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears oneach Interest Payment Date as specified above, commencing on June 15, 2015 and on the Stated Maturity at the Interest Rate perannum specified above until the principal hereof is paid or made available for payment, and on any overdue principal and Make-WholeAmount (defined below) and, to the extent lawful, on any overdue installment of interest. The interest so payable, and punctually paidor duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the person in whose name this bond isregistered at the close of business on the Regular Record Date as specified above next preceding such Interest Payment Date; providedthat any interest payable at Stated Maturity or on a Redemption Date (defined below) will be paid to the person to whom principal ispayable. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwithcease to be payable to the holder on such Regular Record Date and may either be paid to the person in whose name this bond isregistered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Trustee, noticewhereof shall be given to holders of bonds of this series not less than 10 days prior to such special record date, or be paid at any time inany other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the bonds of this seriesshall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Indenture.8Payments of interest on this bond will include interest accrued to but excluding the respective Interest Payment Dates. Interestpayments for this bond shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months. The Companyshall pay interest on overdue principal and Make-Whole Amount, if any, and, to the extent lawful, on overdue installments of interestat the rate per annum borne by this bond. In the event that any Interest Payment Date, Redemption Date or Stated Maturity is not aBusiness Day, then the required payment of principal, Make-Whole Amount, if any, and interest will be made on the next succeedingday that is a Business Day (and without any interest or other payment in respect of any such delay). “Business Day” means any dayother than a day on which banking institutions in the State of New York or the State of Michigan are authorized or obligated pursuantto law or executive order to close.Payment of principal of, Make-Whole Amount, if any, and interest on the bonds of this series shall be made in such coin orcurrency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments ofprincipal, Make-Whole Amount, if any, and interest due at the Stated Maturity or earlier redemption of such bonds shall be made at theoffice of the Trustee upon surrender of such bonds to the Trustee, and (ii) payments of interest shall be made, at the option of theCompany, subject to such surrender where applicable, (A) by check mailed to the address of the person entitled thereto as such addressshall appear in the bond register of the Trustee maintained for such purpose or (B) by wire transfer at such place and to such account ata banking institution in the United States as may be designated in writing to the Trustee at least fourteen (14) days prior to the date forpayment by the person entitled thereto. Notwithstanding the foregoing, so long as any bond is held by an Institutional Investor (asdefined in the Bond Purchase Agreement referenced below), payment of principal, Make-Whole Amount, if any, and interest on thebonds held by such holder shall be made in the manner specified in the Bond Purchase Agreement dated as of December 9, 2014among the Company and the purchasers party thereto.The bonds represented by this certificate, of the series hereinafter specified, are bonds of the Company (herein called the“bonds”) known as its “First Mortgage Bonds,” issued and to be issued in one or more series under, and all equally and ratably securedby, an Indenture of Mortgage and Deed of Trust dated as of March 1, 1944, duly executed by the Company to Citibank, N.A.,successor trustee (“Trustee”) as restated in Part II of the Twenty-ninth Supplemental Indenture dated as of July 15, 1989, whichbecame effective on April 1, 1994, to which indenture and all indentures supplemental thereto executed on and after July 15, 1989reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security, the terms andconditions upon which the bonds are, and are to be, issued and secured, and the rights of the holders of the bonds and of the Trustee inrespect of such security (which indenture and all indentures supplemental thereto, including the Forty-fifth Supplemental Indenturedated as of December 1, 2014 referred to below, are hereinafter collectively called the “Indenture”). As provided in the Indenture, thebonds may be issued thereunder for various principal sums and are issuable in series, which may mature at different times, may bearinterest at different rates and may otherwise vary as therein provided. The bonds represented by this certificate are part of a seriesdesignated “4.35% First Mortgage9Bonds 2014 Series F,” (herein called the “Bonds”) created by the Forty-fifth Supplemental Indenture dated as of December 1, 2014 asprovided for in said Indenture.With the consent of the Company and to the extent permitted by and as provided in the Indenture, the rights and obligations ofthe Company, the rights and obligations of the holders of the Bonds, and the terms and provisions of the Indenture may be modified oraltered by such affirmative vote or votes of the holders of the Bonds then outstanding as are specified in the Indenture.In case an Event of Default as defined in the Indenture shall occur, the principal of the Bonds may become or be declared dueand payable in the manner, with the effect, and subject to the conditions provided in the Indenture. Upon any such declaration, theCompany shall also pay to the holders of the Bonds the Make-Whole Amount on the Bonds, if any, determined as of the date theBonds shall have been declared due and payable.No recourse shall be had for the payment of the principal of, Make-Whole Amount, if any, or the interest on, the Bonds, or forany claim based hereon or otherwise in respect of the Bonds or the Indenture, against any incorporator, stockholder, director or officer,past, present or future, of the Company, as such, or any predecessor or successor corporation, either directly or through the Companyor any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement ofany assessment or penalty or otherwise, all such liability, whether at common law, in equity, by any constitution, statute or otherwise,of incorporators, stockholders, directors or officers being waived and released by the owner hereof by the acceptance of the Bonds,and as part of the consideration for the issue thereof, and being likewise waived and released pursuant to the Indenture and the SeniorIndenture.This Bond shall be subject to redemption at the option of the Company, in whole at any time or in part from time to time (anysuch date of optional redemption, a “Redemption Date”), at the applicable redemption price (“Redemption Price”) set forth below.At any time prior to June 15, 2044, the Redemption Price will be equal to 100% of the principal amount of the Bonds to beredeemed on the Redemption Date together with the Make-Whole Amount (as defined below), if any, plus, in each case, accrued andunpaid interest thereon to the Redemption Date.At any time on or after June 15, 2044, the Redemption Price will be equal to 100% of the principal amount of the bonds of2014 Series F to be redeemed plus accrued and unpaid interest thereon to the redemption date.Notwithstanding the foregoing, installments of interest on the Bonds that are due and payable on Interest Payment Dates fallingon or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business onthe relevant Record Date.10“Make-Whole Amount” means, with respect to any Bond, a premium in an amount equal to the excess, if any, of theDiscounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Bond over the amount of suchCalled Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:“Called Principal” means, with respect to a Bond, the principal of the Bond that is to be redeemed on a Redemption Date orhas become or is declared to be immediately due and payable pursuant to Section 9.01 of the Indenture, as the context requires.“Discounted Value” means, with respect to the Called Principal of a Bond, the amount obtained by discounting all RemainingScheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date withrespect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodicbasis as that on which interest on the Bond is payable) equal to the Reinvestment Yield with respect to such Called Principal.“Reinvestment Yield” means, with respect to the Called Principal of a Bond, 0.5% (50 basis points) over the yield to maturityimplied by (i) the yields reported, as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Datewith respect to such Called Principal, on the display designated as “PX-1” (or such other display as may replace Page PX-1), onBloomberg Financial Markets for the most recently issued, actively traded on-the-run, benchmark U.S. Treasury securities having amaturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reportedas of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury ConstantMaturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Daypreceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or anycomparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the RemainingAverage Life of such Called Principal as of such Settlement Date. Such implied yield will be determined, if necessary, by (a)converting U.S. Treasury bill quotations to bond-equivalent yields in accordance with accepted financial practice and (b) interpolatinglinearly on a straight line basis between (1) the most recently issued, actively traded on-the-run, benchmark U.S. Treasury security withthe maturity closest to and greater than the Remaining Average Life and (2) the most recently issued, actively traded on-the-run,benchmark U.S. Treasury security with the maturity closest to and less than the Remaining Average Life. The Reinvestment Yieldshall be rounded to the number of decimal places as appears in the interest rate of the applicable Bond.“Remaining Average Life” means, with respect to any Called Principal, the number of years obtained by dividing (i) suchCalled Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining ScheduledPayment with respect to such Called Principal by (b) the number of years, computed on the basis of a 360-day year composed oftwelve 30-day months and calculated to two decimal places, that will elapse between the11Settlement Date with respect to such Called Principal and the Stated Maturity of such Remaining Scheduled Payment.“Remaining Scheduled Payments” means, with respect to the Called Principal of a Bond, all payments of such Called Principaland interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such CalledPrincipal were made prior to its Stated Maturity, provided that if such Settlement Date is not a date on which interest payments are dueto be made under the terms of the Bond, then the amount of the next succeeding scheduled interest payment will be reduced by theamount of interest accrued to such Settlement Date and required to be paid on such Settlement Date.“Settlement Date” means, with respect to the Called Principal of a Bond, the Redemption Date on which such Called Principalis to be redeemed or has become or is declared to be immediately due and payable pursuant to Section 9.01 of the Indenture as thecontext requires.Notice of redemption shall be given to the holders of the Bonds to be redeemed not more than 60 nor less than 30 days prior tothe Redemption Date, as provided in Section 4.05 of the Indenture. Each such notice shall specify such Redemption Date, theaggregate principal amount of the Bonds to be redeemed on such date, the principal amount of each Bond held by such holder to beredeemed, and the interest to be paid on the Redemption Date with respect to such principal amount being prepaid, and shall beaccompanied by a certificate of a senior financial officer of the Company as to the estimated Make-Whole Amount due in connectionwith such redemption (calculated as if the date of such notice were the date of the redemption), setting forth the details of suchcomputation. The Make-Whole Amount shall be determined by the Company two Business Days prior to the applicable RedemptionDate and the Company shall deliver to holders of the Bonds and to the Trustee a certificate of a senior financial officer specifying thecalculation of such Make-Whole Amount as of the Redemption Date.Subject to the limitations of Section 4.07 of the Indenture, the notice of redemption may state that it is subject to the receipt ofthe redemption moneys by the Trustee on or before the Redemption Date, and that such notice shall be of no effect unless such moneysare so received on or before such date; a notice of redemption so conditioned shall be of no force or effect if such money is not soreceived and, in such event, the Company shall not be required to redeem this Bond.If the Bonds are only partially redeemed by the Company, the Trustee shall select which Bonds are to be redeemed pro rataamong all of the Bonds at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amountsthereof and otherwise in accordance with the terms of the Indenture. In the event of redemption of the Bonds in part only, a new Bond12or Bonds for the unredeemed portion will be issued in the name or names of the holders thereof upon the surrender or cancellationthereof.If money sufficient to pay the applicable Redemption Price with respect to the Bonds to be redeemed on the applicableRedemption Date, together with accrued interest to the Redemption Date, is deposited with the Trustee on or before the relatedRedemption Date and certain other conditions are satisfied, then the Bonds to be redeemed shall no longer be secured by, or entitled toany lien or benefit of, the Indenture as provided by Section 4.04 of the Indenture.The Indenture contains terms, provisions and conditions relating to the consolidation or merger of the Company with or into,and the conveyance, or other transfer or lease, subject to the lien of the Indenture, of the trust estate to, another corporation, to theassumption by such other corporation, in certain circumstances, of the obligations of the Company under the Indenture and on theBonds and to the succession of such other corporation in certain circumstances, to the powers and rights of the Company under theIndenture.The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Bonds or certain covenants withrespect thereto upon compliance by the Company with certain conditions set forth therein.This Bond shall not be valid or become obligatory for any purpose unless and until the certificate of authentication hereon shallhave been manually executed by the Trustee or its successor in trust under the Indenture.IN WITNESS WHEREOF, DTE GAS COMPANY has caused this certificate to be executed under its name with thesignature of its duly authorized Officer, under its corporate seal, which may be a facsimile, attested with the signature of its CorporateSecretary.Dated:13DTE GAS COMPANYBy:______________________________Attest:By:______________________DeCERTIFICATE OF AUTHENTICATIONThe bonds represented by this certificate constitute Bonds of the series designated and described in the within-mentionedIndenture.CITIBANK, N.A., as Trustee By:_________________________________Authorized OfficerDated:[End of 2014 Series F Bond Form]SECTION 4Each certificate evidencing the 2014 Series F Bonds (and all 2014 Series F Bonds issued in exchange therefor or in substitutionthereof) shall bear a legend in substantially the following form (each defined term in the legend being defined as such for purposes ofthe legend only):THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISETRANSFERRED EXCEPT (A) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIESACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITEDSTATES. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL14DELIVER TO THE COMPANY AND THE TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS THETRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOINGRESTRICTIONS.The 2014 Series F Bonds shall be exchangeable upon surrender thereof at the corporate trust office of the Trustee in theBorough of Manhattan, the City of New York, New York, for registered bonds of the same aggregate principal amount and otherterms, but of different authorized denomination or denominations, such exchanges to be made without service charge (except for anystamp tax or other governmental charge).When 2014 Series F Bonds are presented to the Trustee with a request (i) to register the transfer of such 2014 Series F Bonds;or (ii) to exchange such 2014 Series F Bonds for 2014 Series F Bonds of the same series of any authorized denominations of the sameaggregate principal amount and Stated Maturity, the Trustee shall register the transfer or make the exchange as requested if itsreasonable requirements for such transaction are met; provided, however, that the 2014 Series F Bonds surrendered for transfer orexchange: (A) shall be duly endorsed or be accompanied by a written instrument of transfer in form reasonably satisfactory to theCompany and the Trustee, duly executed by the holder thereof or his attorney duly authorized in writing; and (B) are accompanied bythe following additional information and documents, as applicable: (x) if such 2014 Series F Bonds are being delivered to theCompany by a holder for registration in the name of such holder, without transfer, a certification from such holder to that effect; or (y)if such 2014 Series F Bonds are being transferred to the Company, a certification to that effect; or (z) if such 2014 Series F Bonds arebeing transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance uponanother exemption from the registration requirements of the Securities Act, (i) a certification to that effect and (ii) if the Company sorequests, other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth above.Every Bond so surrendered shall be accompanied by a proper transfer power duly executed by the registered owner or by aduly authorized attorney transferring such 2014 Series F Bond to the Company, and the signature to such transfer power shall beguaranteed to the satisfaction of the Trustee. All 2014 Series F Bonds so surrendered shall be forthwith canceled and delivered to orupon the order of the Company. All 2014 Series F Bonds executed, authenticated and delivered in exchange for 2014 Series F Bondsso surrendered shall be valid obligations of the Company, evidencing the same debt as the 2014 Series F Bonds surrendered, and shallbe secured by the same lien and be entitled to the same benefits and protection as the 2014 Series F Bonds in exchange for which theyare executed, authenticated and delivered.The Company shall not be required to make any such exchange or any registration of transfer after the 2014 Series F Bond sopresented for exchange or registration of transfer, or any portion thereof, has been called for redemption and notice thereof given to theregistered owner.15SECTION 5Pending the preparation of definitive 2014 Series F Bonds, the Company may from time to time execute, and upon its writtenorder, the Trustee shall authenticate and deliver, in lieu of such definitive 2014 Series F Bonds and subject to the same provisions,limitations and conditions, one or more temporary 2014 Series F Bonds, in registered form, of any denomination specified in thewritten order of the Company for the authentication and delivery thereof, and with such omissions, insertions and variations as may bedetermined by the Board of Directors of the Company. Such temporary 2014 Series F Bonds shall be substantially of the tenor of the2014 Series F Bonds to be issued as herein before recited.If any such temporary 2014 Series F Bonds shall at any time be so authenticated and delivered in lieu of definitive 2014 SeriesF Bonds, the Company shall upon request at its own expense prepare, execute and deliver to the Trustee and thereupon, upon thepresentation and surrender of temporary 2014 Series F Bonds, the Trustee shall authenticate and deliver in exchange therefor, withoutcharge to the holder, definitive Bonds of the same series and other terms, if any, and for the same principal sum in the aggregate as thetemporary 2014 Series F Bonds surrendered. All temporary 2014 Series F Bonds so surrendered shall be forthwith canceled by theTrustee and delivered to or upon the order of the Company. Until exchanged for definitive 2014 Series F Bonds the temporary 2014Series F Bonds shall in all respects be entitled to the lien and security of the Indenture and all supplemental indentures.ARTICLE II ISSUE OF BONDSThe 2014 Series F Bonds in the aggregate principal amount of $150,000,000 may be executed, authenticated and deliveredfrom time to time as permitted by the provisions of the Indenture, including with respect to exchange and replacement of bonds.ARTICLE III THE TRUSTEEThe Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of thisSupplemental Indenture or the due execution hereof by the Company, or for or in respect of the recitals and statements containedherein, all of which recitals and statements are made solely by the Company.16Except as herein otherwise provided, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed,by the Trustee by reason of this Supplemental Indenture other than as set forth in the Indenture and this Supplemental Indenture isexecuted and accepted on behalf of the Trustee, subject to all the terms and conditions set forth in the Indenture, as fully to all intents asif the same were herein set forth at length.ARTICLE IV RECORDING AND FILING OF SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 1, 2013Pursuant to the terms and provisions of the Original Indenture, a Supplemental Indenture dated as of December 1, 2013providing for the terms of First Mortgage Bonds to be issued thereunder designated as 2013 Series C, 2013 Series D and 2013 Series EMortgage Bonds has heretofore been entered into between the Company and the Trustee and has been filed in the Office of theSecretary of State of Michigan as a financing statement on December 12, 2013 (Filing No. 2013175671-0) and has been recorded as areal estate mortgage in the offices of the respective Register of Deeds of certain counties in the State of Michigan, as follows:COUNTYRECORDEDLIBER/INSTRUMENT NO.PAGEAlcona County Register of Deeds12/12/13504136Alger County Register of Deeds12/12/13MI 201302664 Alpena County Register of Deeds12/12/13499445Antrim County Register of Deeds12/12/13845335Arenac County Register of Deeds12/12/13201304394 Barry County Register of Deeds12/12/132013-014550 Benzie County Register of Deeds12/13/132013R - 05997 Charlevoix County Register of Deeds12/12/131051798Cheboygan County Register of Deeds12/12/131249307Chippewa County Register of Deeds12/12/131171503Clare County Register of Deeds12/12/131247789Clinton County Register of Deeds12/12/135209490 Crawford County Register of Deeds12/12/13716376Delta County Register of Deeds12/12/131094874Dickinson County Register of Deeds12/12/13GL 791923Emmet County Register of Deeds12/12/131162686Gladwin County Register of Deeds12/12/13101698Grand Traverse County Register of Deeds12/12/132013R - 22724 Gratiot County Register of Deeds12/12/13951143917COUNTYRECORDEDLIBER/INSTRUMENT NO.PAGEIonia County Register of Deeds12/12/136324361Iosco County Register of Deeds12/12/131097238Iron County Register of Deeds12/12/13628432Isabella County Register of Deeds12/12/131654801Jackson County Register of Deeds12/12/13202442Kalkaska County Register of Deeds12/12/133117392 Kent County Register of Deeds12/13/1320131213-0122498 Lake County Register of Deeds12/18/13367964Leelanau County Register of Deeds12/12/131186852Lenawee County Register of Deeds12/18/132480395Livingston County Register of Deeds12/12/132013R - 045468 Macomb County Register of Deeds12/16/1322593167Manistee County Register of Deeds12/12/132013R007066A Marquette County Register of Deeds12/18/132013R - 13633 Mason County Register of Deeds12/12/132013R07258 Mecosta County Register of Deeds12/18/138402090Menominee County Register of Deeds12/12/13741330Missaukee County Register of Deeds12/18/132013-04250 AMTG Monroe County Register of Deeds12/18/132013R30522 Montcalm County Register of Deeds12/18/1316041164Montmorency County Register of Deeds12/18/13339489Muskegon County Register of Deeds12/18/134006745Newaygo County Register of Deeds12/12/134529317Oakland County Register of Deeds1/9/1446695165Oceana County Register of Deeds12/12/13201326779Ogemaw County Register of Deeds12/12/133118540 Osceola County Register of Deeds12/12/13927217Oscoda County Register of Deeds12/13/13213-03094 Otsego County Register of Deeds12/12/131337658Ottawa County Register of Deeds12/13/132013-0053761 Presque Isle County Register of Deeds12/12/13544936Roscommon County Register of Deeds12/20/1311351710St. Clair County Register of Deeds12/12/134467806Saginaw County Register of Deeds12/19/132756642Shiawassee County Register of Deeds12/12/131193797Washtenaw County Register of Deeds12/12/135014571Wayne County Register of Deeds12/12/135122146218COUNTYRECORDEDLIBER/INSTRUMENT NO.PAGEWexford County Register of Deeds12/12/136641637ARTICLE V RECORDING OF AFFIDAVIT OF FACTS AFFECTING REAL PROPERTYAn Affidavit of Facts Affecting Real Property dated February 11, 2013 (the “Affidavit”) has been recorded in the offices of therespective Registers of Deeds of certain counties in the State of Michigan. The Affidavit, signed by the Company’s President andChief Operating Officer, was given pursuant to MCL 565.451a to give notice of the fact that pursuant to a joint resolution of theCompany’s sole shareholder and its board of directors, the Company amended its articles of incorporation effective January 1, 2013 tochange its name from MICHIGAN CONSOLIDATED GAS COMPANY to DTE GAS COMPANY.ARTICLE VI MISCELLANEOUS PROVISIONSExcept insofar as herein otherwise expressly provided, all the provisions, terms and conditions of the Indenture shall be deemedto be incorporated in, and made a part of, this Forty-third Supplemental Indenture, and the Twenty-ninth Supplemental Indenture datedas of July 15, 1989, as supplemented by the Thirtieth Supplemental Indenture dated as of September 1, 1991, by the Thirty-firstSupplemental Indenture dated as of December 15, 1991, by the Thirty-second Supplemental Indenture dated as of January 5, 1993, bythe Thirty-third Supplemental Indenture dated as of May 1, 1995, by the Thirty-fourth Supplemental Indenture dated as of November1, 1996, by the Thirty-fifth Supplemental Indenture dated as of June 18, 1998, by the Thirty-sixth Supplemental Indenture dated as ofAugust 15, 2001, by the Thirty-seventh Supplemental Indenture dated as of February 15, 2003, by the Thirty-eighth SupplementalIndenture dated as of October 1, 2004, by the Thirty-ninth Supplemental Indenture dated as of April 1, 2008, by the FortiethSupplemental Indenture dated as of June 1, 2008, by the Forty-first Supplemental Indenture dated as of August 1, 2008, by the Forty-second Supplemental Indenture dated as of December 1, 2008, by the Forty-third Supplemental Indenture dated as of December 1,2012, by the Forty-fourth Supplemental Indenture dated as of December 1, 2013 and by this Supplemental Indenture is in all respectsratified and confirmed; and the Indenture and said Supplemental Indentures shall be read, taken and construed as one and the sameinstrument.Except to the extent specifically provided therein, no provision of this Supplemental Indenture or any future supplementalindenture is intended to modify, and the parties do hereby19adopt and confirm, the provisions of Section 318(c) of the Trust Indenture Act, which amend and supersede provisions of theIndenture in effect prior to November 15, 1990.Nothing in this Supplemental Indenture is intended, or shall be construed, to give to any person or corporation, other than theparties hereto and the holders of Bonds issued and to be issued under and secured by the Indenture, any legal or equitable right,remedy or claim under or in respect of this Supplemental Indenture, or under any covenant, condition or provision herein contained, allthe covenants, conditions and provisions of this Supplemental Indenture being intended to be, and being, for the sole and exclusivebenefit of the parties hereto and of the holders of bonds issued and to be issued under the Indenture and secured thereby.All covenants, promises and agreements in this Supplemental Indenture contained by or on behalf of the Company shall bindits successors and assigns whether so expressed or not.This Supplemental Indenture may be executed in any number of counterparts, and each of such counterparts when so executedshall be deemed to be an original; but all such counterparts shall together constitute but one and the same instrument.20IN WITNESS WHEREOF, DTE GAS COMPANY has caused this Supplemental Indenture to be executed by its dulyauthorized Officer, and its corporate seal to be hereunto affixed, and Citibank, N.A., as Trustee as aforesaid, has caused the same to beexecuted by one of its authorized signatories and its corporate seal to be hereunto affixed, on the respective dates of theiracknowledgments hereinafter set forth, as of the date and year first above written.DTE GAS COMPANYBy: /s/ EDWARD J. SOLOMON Edward J. SolomonAssistant TreasurerSigned, sealed, acknowledged and delivered by DTE GAS COMPANY in the presence of:/s/ DANA PIERRE-LOUIS Dana Pierre-Louis/s/ KATHLEEN HIERKathleen HierState of Michigan }} ss.County of Wayne }The foregoing instrument was acknowledged before me this 1st day of December, 2014, by Edward J. Solomon, as AssistantTreasurer, of DTE Gas Company, a Michigan corporation, on behalf of the corporation./s/ JENNIFER EVANSJennifer EvansNotary Public, Wayne County, MIActing in Wayne County, MI21My Commission Expires: December 28, 201622CITIBANK, N.A., as TrusteeBy: /s/ WAFAA ORFYWafaa OrfyVice PresidentSigned, sealed, acknowledged and delivered by CITIBANK, N.A. in the presence of:/s/ LOUIS PISCITELLIName: Louis PiscitelliVice President /s/ CIRINO EMANUELEName: Cirino EmanueleVice PresidentState of New York }} ss.County of New York }The foregoing instrument was acknowledged before me this 8th day of December, 2014, by Wafaa Orfy, as Vice President ofCitibank, N.A., a national banking association, on behalf of the association, as Trustee, as in said instrument described./s/ NOREEN SANTOS Notary Public, State of New York No. 01SA6228750 Qualified in Nassau CountyCertificate Filed in New York CountyCommission Expires: September 27, 201823This instrument was drafted by: Dana Pierre-LouisOne Energy Plaza, 688WCBDetroit, MI 48226When recorded return to:Jennifer EvansDTE Energy One Energy Plaza, 688WCBDetroit, MI 4822624EXHIBIT 10-92FIRST AMENDMENT TO THEDTE ENERGY COMPANYSUPPLEMENTAL RETIREMENT PLAN(Amended and Restated Effective January 1, 2005)As authorized by resolutions adopted by the DTE Energy Benefit Plan Administration Committee on March 19, 2013, the DTEEnergy Company Supplemental Retirement Plan (Amended and Restated Effective January 1, 2005), is amended as follows:1. Effective January 1, 2005, Section 7.4(b)(2)(A) is amended to read as follows:(A) The Participant’s election is filed with the Committee at least 12 months before the earliest date onwhich the distribution of the Post-2004 Account would begin under the Participant’s then-current distribution election;(i) For purposes of this Section 7.4(b)(2)(A), the date the Participant terminates employmentother than because of death is treated as “the earliest date on which distribution of the Post-2004 Account would begin” if theParticipant has not filed a previous election under this Section 7.4(b)(2) to change the form of distribution of the Post-2004Account.This Amendment is executed on behalf of the Committee by its Chairperson, as authorized by the Committee’s resolution.Dated: March 19, 2013/s/ LARRY E. STEWARD Larry E. StewardVice President, Human ResourcesCommittee ChairpersonEXHIBIT 10-93SECOND AMENDMENT TO THEDTE ENERGY COMPANYSUPPLEMENTAL RETIREMENT PLAN(Amended and Restated Effective January 1, 2005)As authorized by resolutions adopted by the DTE Energy Benefit Plan Administration Committee on November 11, 2014, the DTEEnergy Company Supplemental Retirement Plan (Amended and Restated Effective January 1, 2005), is amended as follows:1. Effective January 1, 2015, Article 6 is amended to read as follows:ARTICLE 6Employers’ ObligationSection 6.1. Qualified Plan Benefit. DTE Energy Corporate Services, LLC will pay under this Plan any amount thatany eligible employee would have been entitled to receive under the Qualified Plan but for the limitation on compensationunder Section 401(a)(17) of the Code, the limitation on benefits and contributions under Section 415 of the Code, and anyother provision of the Code or other law that the Committee hereafter designates. Also, DTE Energy Corporate Services, LLCwill pay under this Plan any amount that any eligible employee would have been entitled to receive under the Qualified Planbut for the exclusion of deferrals under the DTE Energy Company Supplemental Savings Plan and the DTE Energy CompanyExecutive Deferred Compensation Plan from the definition of compensation under the option of the Qualified Plan applicableto such Participant. Section 6.2. Executive Deferred Compensation Plan Benefit. DTE Energy Corporate Services, LLC will credit ahypothetical bookkeeping account (“Make-Up Account”) for each Participant with amounts intended to replace benefits (butnot earnings) under any plan maintained by DTE Energy Corporate Services, LLC intended to be qualified under Code section401(a) which are reduced as a result of any deferrals under Sections 4.01, 4.02, or 4.03 of the DTE Energy CompanyExecutive Deferred Compensation Plan (“EDCP”):(a) Traditional Pension Plan Make-Up. DTE Energy Corporate Services, LLC will credit to the Participant’s Make-Up Account an amount equal to the difference between (i) the present value, determined under each applicable defined benefitplan maintained by DTE Energy Corporate Services, LLC intended to be qualified under Code section 401(a), including theMCN Traditional Option and the DTE Traditional Option of the Qualified Plan (“Pension Plan”), of the benefit that theParticipant would have been entitled to receive under each such Pension Plan but for his election to defer any amount under theEDCP, and (ii) the present value, determined under each such Pension Plan, of the benefit that the Participant is entitled toreceive under such Pension Plan. Such credit will be determined and credited as of the Participant’s date of termination ofemployment.(b) Cash Balance Plan Make-Up. DTE Energy Corporate Services, LLC will credit to the Participant’s Make-UpAccount an amount equal to the additional increment that would have been added to the Participant’s account under a cashbalance defined benefit plan maintained by DTE Energy Corporate Services, LLC intended to be qualified under Code section401(a), excluding the MCN Traditional Option and the DTE Traditional Option of the Qualified Plan (“Cash Balance Plan”),but for his election to defer any amount under the EDCP. Such credit will be determined and credited as of the last day of eachcalendar year.Section 6.3. Prior Plan Payments. If a Participant is in pay status as of December 31, 2014 under this Plan or one ofthe Prior Plans, or has terminated employment from a Participating Employer prior to January 1, 2015, the amount and methodof payment to the Participant will continue under the provisions of this Plan or the applicable Prior Plan. All payments payableunder this Section 6.3 will be paid by DTE Energy Corporate Services, LLC.2. Effective January 1, 2015, Section 7.6 is amended to read as follows:Section 7.6. Transfer to an Affiliated Company. Benefits for a Participant who transfers employment from oneEmployer to an Affiliated Company will be subject to the transfer provisions of the Qualified Plan. The Participant’sparticipation in this Plan after the transfer will be conditioned on the Participant’s continued participation in the Qualified Planafter the transfer.This Amendment is executed on behalf of the Committee by its Chairperson, as authorized by the Committee’s resolution.Dated: November 11, 2014/s/ LARRY E. STEWARD Larry E. StewardSenior Vice President, Human ResourcesCommittee ChairpersonExhibit 12-60DTE Energy CompanyComputation of Ratio of Earnings to Fixed Charges Year Ended December 31, 2014 2013 2012 2011 2010 (In millions)Earnings: Pretax earnings$1,275 $922 $960 $991 $962Adjustments(15) (26) 71 4 7Fixed charges453 461 463 520 567Net earnings$1,713 $1,357 $1,494 $1,515 $1,536 Fixed Charges: Interest expense$424 $432 $441 $490 $543Adjustments29 29 22 30 24Fixed charges$453 $461 $463 $520 $567 Ratio of earnings to fixed charges3.78 2.94 3.23 2.91 2.71Exhibit 21-10SUBSIDIARIES OF DTE ENERGY COMPANYDTE Energy Company’s principal subsidiaries as of December 31, 2014 are listed below. All other subsidiaries, if considered in the aggregate as asingle subsidiary, would not constitute a significant subsidiary.Subsidiary State of Incorporation1.DTE Electric Company Michigan2.DTE Energy Resources, LLC Delaware3.DTE Energy Trading, Inc. Michigan4.DTE Enterprises, Inc. Michigan5.DTE Gas Holdings, Inc. Michigan6.DTE Gas Company MichiganExhibit 23-28CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-183442 and 333-157769) and Form S-8 (No. 333-183440, 333-133645, 333-157768, 333-109623, and 333-199746) of DTE Energy Company of our report dated February 13, 2015 relating to the financialstatements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K./s/ PricewaterhouseCoopers LLPDetroit, MichiganFebruary 13, 2015Exhibit 31-95FORM 10-K CERTIFICATIONI, Gerard M. Anderson, certify that:1.I have reviewed this Annual Report on Form 10-K of DTE Energy Company;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial 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 inExchange 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 withinthose 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 oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal 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 theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's mostrecent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likelyto materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, tothe 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 arereasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internalcontrol over financial reporting./S/ GERARD M. ANDERSONDate:February 13, 2015Gerard M. AndersonChairman of the Board andChief Executive Officer of DTE Energy Company Exhibit 31-96FORM 10-K CERTIFICATIONI, Peter B. Oleksiak, certify that:1.I have reviewed this Annual Report on Form 10-K of DTE Energy Company;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial 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 inExchange 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 withinthose 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 oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal 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 theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's mostrecent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likelyto materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, tothe 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 arereasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internalcontrol over financial reporting./S/ PETER B. OLEKSIAKDate:February 13, 2015Peter B. OleksiakSenior Vice President andChief Financial Officer of DTE Energy Company Exhibit 32-95CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the Annual Report on Form 10-K of DTE Energy Company (the “Company”) for the year ended December 31, 2014, as filed with theSecurities and Exchange Commission on the date hereof (the “Report”), I, Gerard M. Anderson, certify, pursuant to 18 U.S.C. Section 1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.Date:February 13, 2015/S/ GERARD M. ANDERSON Gerard M. AndersonChairman of the Board andChief Executive Officer of DTE Energy Company A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished tothe Securities and Exchange Commission or its staff upon request.Exhibit 32-96CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the Annual Report on Form 10-K of DTE Energy Company (the “Company”) for the year ended December 31, 2014, as filed with theSecurities and Exchange Commission on the date hereof (the “Report”), I, Peter B. Oleksiak, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuantto Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.Date:February 13, 2015/S/ PETER B. OLEKSIAK Peter B. OleksiakSenior Vice President andChief Financial Officer of DTE Energy Company A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished tothe Securities and Exchange Commission or its staff upon request.

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