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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period ended March 31, 2026
Or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
dtecolorlogoa04.jpg
Commission File Number: 1-11607
DTE Energy Company
Michigan38-3217752
(State or other jurisdiction of incorporation or organization)(I.R.S Employer Identification No.)
Commission File Number: 1-2198
DTE Electric Company
Michigan38-0478650
(State or other jurisdiction of incorporation or organization)(I.R.S Employer Identification No.)
Registrants address of principal executive offices: One Energy Plaza, Detroit, Michigan 48226-1221
Registrants telephone number, including area code: (313) 235-4000
Securities registered pursuant to Section 12(b) of the Act:
Registrant
Title of Each Class
Trading Symbol(s)
Name of Exchange on which Registered
DTE Energy Company
(DTE Energy)
Common stock, without par value
DTE
New York Stock Exchange
DTE Energy
2017 Series E 5.25% Junior Subordinated Debentures due 2077
DTW
New York Stock Exchange
DTE Energy2020 Series G 4.375% Junior Subordinated Debentures due 2080DTB
New York Stock Exchange
DTE Energy2021 Series E 4.375% Junior Subordinated Debentures due 2081DTG
New York Stock Exchange
DTE Energy
2025 Series H 6.25% Junior Subordinated Debentures due 2085
DTK
New York Stock Exchange
DTE Electric Company
(DTE Electric)
NoneNone
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
DTE Energy Company (DTE Energy)
Yes
No
DTE Electric Company (DTE Electric)
Yes
No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
DTE Energy
Yes
No
DTE Electric
Yes
No



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
DTE EnergyLarge accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company
DTE ElectricLarge accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
DTE Energy
Yes
No
DTE Electric
Yes
No
Number of shares of Common Stock outstanding at March 31, 2026:
RegistrantDescriptionShares
DTE EnergyCommon Stock, without par value208,028,313 
DTE ElectricCommon Stock, $10 par value, indirectly-owned by DTE Energy138,632,324 
This combined Form 10-Q is filed separately by two registrants: DTE Energy and DTE Electric. Information contained herein relating to any individual registrant is filed by such registrant solely on its own behalf. DTE Electric makes no representation as to information relating exclusively to DTE Energy.
DTE Electric, an indirect wholly-owned subsidiary of DTE Energy, meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format specified in General Instructions H(2) of Form 10-Q.




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DEFINITIONS
AFUDCAllowance for Funds Used During Construction
ASUAccounting Standards Update issued by the FASB
ATM
At-the-market
CADCanadian Dollar (C$)
CARBCalifornia Air Resources Board that administers California's Low Carbon Fuel Standard
Carbon emissionsEmissions of carbon containing compounds, including carbon dioxide and methane, that are identified as greenhouse gases
CCRCoal Combustion Residuals
CFTCU.S. Commodity Futures Trading Commission
DTE ElectricDTE Electric Company (an indirect wholly-owned subsidiary of DTE Energy) 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
DTE Securitization I
DTE Electric Securitization Funding I, LLC, a special purpose entity wholly-owned by DTE Electric. The entity was created to issue securitization bonds for qualified costs related to the River Rouge generation plant and tree trimming surge program and to recover debt service costs from DTE Electric customers
DTE Securitization II
DTE Electric Securitization Funding II, LLC, a special purpose entity wholly-owned by DTE Electric. The entity was created to issue securitization bonds for qualified costs related to the St. Clair and Trenton Channel generation plants and to recover debt service costs from DTE Electric customers
DTE Sustainable GenerationDTE Sustainable Generation Holdings, LLC (an indirect wholly-owned subsidiary of DTE Energy) and subsidiary companies
EGLEMichigan Department of Environment, Great Lakes, and Energy, formerly known as Michigan Department of Environmental Quality
ELGEffluent Limitations Guidelines
EPAU.S. Environmental Protection Agency
EWREnergy Waste Reduction program, which includes a mechanism authorized by the MPSC allowing DTE Electric and DTE Gas to recover through rates certain costs relating to energy waste reduction
FASBFinancial Accounting Standards Board
FERCFederal Energy Regulatory Commission
FGDFlue Gas Desulfurization
FOVFinding of Violation
FTRsFinancial Transmission Rights are financial instruments that entitle the holder to receive payments related to costs incurred for congestion 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
GHGsGreenhouse gases
Interconnection sales
Sales of power by DTE Electric into the energy market through MISO, generally resulting from excess generation compared to customer demand
ITCs
Investment tax credits
MGPManufactured Gas Plant
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DEFINITIONS
MISO
Midcontinent Independent System Operator, Inc.
MPSCMichigan Public Service Commission
MTMMark-to-market
NAAQS
National Ambient Air Quality Standards
NAVNet Asset Value
Net zeroGoal for DTE Energy's utility operations and gas suppliers at DTE Gas that any carbon emissions put into the atmosphere will be balanced by those taken out of the atmosphere. Achieving this goal will include collective efforts to reduce carbon emissions and actions to offset any remaining emissions. Progress towards net zero goals is estimated and methodologies and calculations may vary from those of other utility businesses with similar targets
Non-utilityAn entity that is not a public utility. Its conditions of service, prices of goods and services, and other operating related matters are not directly regulated by the MPSC
NOX
Nitrogen Oxides
NPDESNational Pollutant Discharge Elimination System
NRCU.S. Nuclear Regulatory Commission
PSCRA Power Supply Cost Recovery mechanism authorized by the MPSC that allows DTE Electric to recover through rates its fuel, fuel-related, and purchased power costs
PTCs
Production tax credits
RECRenewable Energy Credit
REFReduced Emissions Fuel
RegistrantsDTE Energy and DTE Electric
Retail accessMichigan legislation provided customers the option of access to alternative suppliers for electricity and natural gas
RPSRenewable Portfolio Standard program, which includes a mechanism authorized by the MPSC allowing DTE Electric to recover through rates its renewable energy costs
SIPState Implementation Plan
SO2
Sulfur Dioxide
SOFRSecured Overnight Financing Rate
TCJATax Cuts and Jobs Act of 2017, which reduced the corporate Federal income tax rate from 35% to 21%
Topic 606FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, as amended
VIEVariable Interest Entity

Units of Measurement
BcfBillion cubic feet of natural gas
BTUBritish thermal unit, heat value (energy content) of fuel
MMBtuOne million BTU
 
MWhMegawatt-hour of electricity
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FILING FORMAT

This combined Form 10-Q is separately filed by DTE Energy and DTE Electric. Information in this combined Form 10-Q relating to each individual Registrant is filed by such Registrant on its own behalf. DTE Electric makes no representation regarding information relating to any other companies affiliated with DTE Energy other than its own subsidiaries. Neither DTE Energy, nor any of DTE Energy’s other subsidiaries (other than DTE Electric), has any obligation in respect of DTE Electric's debt securities, and holders of such debt securities should not consider the financial resources or results of operations of DTE Energy nor any of DTE Energy’s other subsidiaries (other than DTE Electric and its own subsidiaries (in relevant circumstances)) in making a decision with respect to DTE Electric's debt securities. Similarly, none of DTE Electric nor any other subsidiary of DTE Energy has any obligation in respect to debt securities of DTE Energy. This combined Form 10-Q should be read in its entirety. No one section of this combined Form 10-Q deals with all aspects of the subject matter of this combined Form 10-Q. This combined Form 10-Q should be read in conjunction with the Consolidated Financial Statements and Combined Notes to Consolidated Financial Statements and with Management's Discussion and Analysis included in the combined DTE Energy and DTE Electric 2025 Annual Report on Form 10-K.

FORWARD-LOOKING STATEMENTS
Certain information presented herein includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, and businesses of the Registrants. Words such as "anticipate," "believe," "expect," "may," "could," "projected," "aspiration," "plans," and "goals" signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions, but rather are subject to numerous assumptions, risks, and uncertainties that may cause actual future results to be materially different from those contemplated, projected, estimated, or budgeted. Many factors may impact forward-looking statements of the Registrants including, but not limited to, the following:
impact of regulation by the EPA, EGLE, the FERC, the MPSC, the NRC, and for DTE Energy, the CFTC and CARB, as well as other applicable governmental proceedings and regulations, including any associated impact on rate structures;
the amount and timing of cost recovery allowed as a result of regulatory proceedings, related appeals, or new legislation, including legislative amendments and retail access programs;
economic conditions and population changes in the Registrants' geographic area resulting in changes in demand, customer conservation, and thefts of electricity and, for DTE Energy, natural gas;
the operational failure of electric or gas distribution systems or infrastructure;
impact of volatility in prices in international steel markets and in prices of environmental attributes generated from renewable natural gas investments on the operations of DTE Vantage;
the risk of a major safety incident;
environmental issues, laws, regulations, and the increasing costs of remediation and compliance, including actual and potential new federal and state requirements;
the cost of protecting assets and customer data against, or damage due to, cyber incidents and terrorism;
health, safety, financial, environmental, and regulatory risks associated with ownership and operation of nuclear facilities;
volatility in commodity markets, deviations in weather, and related risks impacting the results of DTE Energy's energy trading operations;
changes in the cost and availability of coal and other raw materials, purchased power, and natural gas;
advances in technology that produce power, store power, or reduce or increase power consumption;
changes in the financial condition of significant customers and strategic partners;
the potential for losses on investments, including nuclear decommissioning trust and benefit plan assets and the related increases in future expense and contributions;
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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;
impacts of inflation, tariffs, and the timing and extent of changes in interest rates;
the level of borrowings;
the potential for increased costs or delays in completion of significant capital projects;
changes in, and application of, federal, state, and local tax laws and their interpretations, including the Internal Revenue Code, regulations, rulings, court proceedings, and audits;
the effects of weather and other natural phenomena, including climate change, on operations and sales to customers, and purchases from suppliers;
unplanned outages at our generation plants;
employee relations and the impact of collective bargaining agreements;
the availability, cost, coverage, and terms of insurance and stability of insurance providers;
cost reduction efforts and the maximization of generation 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;
successful execution of new business development and future growth plans;
contract disputes, binding arbitration, litigation, and related appeals;
the ability of the electric and gas utilities to achieve goals for carbon emission reductions; and
the risks discussed in the Registrants' public filings with the Securities and Exchange Commission.
New factors emerge from time to time. The Registrants cannot predict what factors may arise or how such factors may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements speak only as of the date on which such statements are made. The Registrants undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.

Part I — Financial Information
Item 1. Financial Statements
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DTE Energy Company
Consolidated Statements of Operations (Unaudited)

Three Months Ended March 31,
20262025
(In millions, except per share amounts)
Operating Revenues
Utility operations$2,623 $2,307 
Non-utility operations2,518 2,133 
5,141 4,440 
Operating Expenses
Fuel, purchased power, and gas — utility834 695 
Fuel, purchased power, gas, and other — non-utility2,528 1,957 
Operation and maintenance733 575 
Depreciation and amortization483 452 
Taxes other than income149 138 
Asset (gains) losses and impairments, net2 (1)
4,729 3,816 
Operating Income412 624 
Other (Income) and Deductions
Interest expense293 250 
Interest income(31)(23)
Other income(59)(44)
Other expenses20 14 
223 197 
Income Before Income Taxes189 427 
Income Tax Benefit(58)(18)
Net Income Attributable to DTE Energy Company$247 $445 
Basic Earnings per Common Share
Net Income Attributable to DTE Energy Company$1.19 $2.14 
Diluted Earnings per Common Share
Net Income Attributable to DTE Energy Company$1.19 $2.14 
Weighted Average Common Shares Outstanding
Basic207 207 
Diluted208 207 

See Combined Notes to Consolidated Financial Statements (Unaudited)
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DTE Energy Company
Consolidated Statements of Comprehensive Income (Unaudited)

Three Months Ended March 31,
20262025
(In millions)
Net Income$247 $445 
Other comprehensive income (loss), net of tax:
Benefit obligations, net of taxes of $— for both periods
1 
Net unrealized gains (losses) on derivatives, net of taxes of $1 and $(1), respectively
3 (3)
Foreign currency translation(1)— 
Other comprehensive income (loss)3 (2)
Comprehensive Income Attributable to DTE Energy Company$250 $443 

See Combined Notes to Consolidated Financial Statements (Unaudited)
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DTE Energy Company
Consolidated Statements of Financial Position (Unaudited)

March 31,December 31,
20262025
(In millions)
ASSETS
Current Assets
Cash and cash equivalents$238 $208 
Restricted cash40 42 
Accounts receivable (less allowance for doubtful accounts of $68 and $60, respectively)
Customer1,916 2,031 
Other193 118 
Inventories
Fuel and gas205 381 
Materials, supplies, and other1,026 994 
Derivative assets137 143 
Regulatory assets297 170 
Other340 261 
4,392 4,348 
Investments
Nuclear decommissioning trust funds2,599 2,552 
Investments in equity method investees112 122 
Other193 194 
2,904 2,868 
Property
Property, plant, and equipment45,592 44,623 
Accumulated depreciation and amortization(11,174)(10,970)
34,418 33,653 
Other Assets
Goodwill1,993 1,993 
Regulatory assets7,521 7,380 
Securitized regulatory assets601 619 
Intangible assets183 188 
Notes receivable1,494 1,455 
Derivative assets67 89 
Prepaid postretirement costs789 761 
Operating lease right-of-use assets266 271 
Other480 441 
13,394 13,197 
Total Assets$55,108 $54,066 

See Combined Notes to Consolidated Financial Statements (Unaudited)
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DTE Energy Company
Consolidated Statements of Financial Position (Unaudited) — (Continued)

March 31,December 31,
20262025
(In millions, except shares)
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable$1,628 $1,753 
Accrued interest337 273 
Dividends payable242 242 
Short-term borrowings 882 
Current portion long-term debt, including securitization bonds and finance leases1,507 1,356 
Derivative liabilities144 86 
Gas inventory equalization125 — 
Regulatory liabilities56 107 
Operating lease liabilities32 32 
Other539 678 
4,610 5,409 
Long-Term Debt (net of current portion)
Mortgage bonds, notes, and other23,173 21,736 
Securitization bonds545 561 
Junior subordinated debentures1,475 1,474 
Finance lease liabilities11 14 
25,204 23,785 
Other Liabilities  
Deferred income taxes3,379 3,400 
Regulatory liabilities2,968 2,881 
Asset retirement obligations4,536 4,469 
Unamortized investment tax credit505 402 
Derivative liabilities61 66 
Accrued pension liability226 235 
Accrued postretirement liability239 247 
Nuclear decommissioning412 405 
Operating lease liabilities229 235 
Other411 224 
12,966 12,564 
Commitments and Contingencies (Notes 5 and 12)
Equity
Common stock (No par value, 400,000,000 shares authorized, and 208,028,313 and 207,745,154 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively)
6,872 6,858 
Retained earnings5,487 5,484 
Accumulated other comprehensive loss(36)(39)
Total DTE Energy Company Equity12,323 12,303 
Noncontrolling interests5 
Total Equity12,328 12,308 
Total Liabilities and Equity$55,108 $54,066 

See Combined Notes to Consolidated Financial Statements (Unaudited)
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DTE Energy Company
Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended March 31,
20262025
(In millions)
Operating Activities
Net Income$247 $445 
Adjustments to reconcile Net Income to Net cash from operating activities:
Depreciation and amortization483 452 
Nuclear fuel amortization13 17 
Allowance for equity funds used during construction(35)(24)
Deferred income taxes(53)(19)
Equity (earnings) of equity method investees(3)(7)
Dividends from equity method investees 
Asset (gains) losses and impairments, net2 (1)
Changes in assets and liabilities:
Accounts receivable, net33 (61)
Inventories144 90 
Prepaid postretirement benefit costs(28)(27)
Accounts payable(144)(2)
Gas inventory equalization125 121 
Accrued pension liability(9)(10)
Accrued postretirement liability(8)(7)
Derivative assets and liabilities81 54 
Regulatory assets and liabilities14 78 
Other current and noncurrent assets and liabilities44 (80)
Net cash from operating activities906 1,020 
Investing Activities
Plant and equipment expenditures — utility(1,214)(857)
Plant and equipment expenditures — non-utility(15)(16)
Proceeds from sale of nuclear decommissioning trust fund assets213 139 
Investment in nuclear decommissioning trust funds(215)(142)
Distributions from equity method investees2 
Investment in notes receivable(66)(87)
Principal collections on notes receivable8 
Other(27)(13)
Net cash used for investing activities(1,314)(968)
Financing Activities
Issuance of long-term debt, net of discount and issuance costs1,582 1,093 
Redemption of long-term debt(16)(365)
Short-term borrowings, net(882)(554)
Dividends paid on common stock(233)(217)
Other(15)(7)
Net cash from (used for) financing activities436 (50)
Net Increase in Cash, Cash Equivalents, and Restricted Cash28 
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period250 88 
Cash, Cash Equivalents, and Restricted Cash at End of Period$278 $90 
Supplemental disclosure of non-cash investing and financing activities
Plant and equipment expenditures in accounts payable$589 $375 

See Combined Notes to Consolidated Financial Statements (Unaudited)
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DTE Energy Company
Consolidated Statements of Changes in Equity (Unaudited)

Retained EarningsAccumulated Other Comprehensive Income (Loss)Noncontrolling Interests
Common Stock
SharesAmountTotal
(Dollars in millions, shares in thousands)
Balance, December 31, 2025207,745 $6,858 $5,484 $(39)$$12,308 
Net Income— — 247 — — 247 
Dividends declared on common stock ($1.17 per Common Share)
— — (242)— — (242)
Issuance of common stock66 — — — 
Other comprehensive income, net of tax— — — 
Stock-based compensation and other217 (2)— — 
Balance, March 31, 2026208,028 $6,872 $5,487 $(36)$5 $12,328 


Retained EarningsAccumulated Other Comprehensive LossNoncontrolling Interests
Common Stock
SharesAmountTotal
(Dollars in millions, shares in thousands)
Balance, December 31, 2024207,172 $6,779 $4,946 $(26)$$11,704 
Net Income— — 445 — — 445 
Dividends declared on common stock ($1.09 per Common Share)
— — (226)— — (226)
Issuance of common stock73 — — — 
Other comprehensive loss, net of tax— — — (2)— (2)
Stock-based compensation and other271 (2)(2)— (3)
Balance, March 31, 2025207,516 $6,786 $5,163 $(28)$$11,927 

See Combined Notes to Consolidated Financial Statements (Unaudited)
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DTE Electric Company
Consolidated Statements of Operations (Unaudited)

Three Months Ended March 31,
20262025
(In millions)
Operating Revenues — Utility operations$1,717 $1,454 
Operating Expenses
Fuel and purchased power — utility513 415 
Operation and maintenance396 343 
Depreciation and amortization400 378 
Taxes other than income103 94 
Asset (gains) losses and impairments, net2 — 
1,414 1,230 
Operating Income303 224 
Other (Income) and Deductions
Interest expense145 132 
Interest income(3)(1)
Non-operating retirement benefits, net(1)(1)
Other income(54)(36)
Other expenses18 12 
105 106 
Income Before Income Taxes198 118 
Income Tax Benefit(17)(3)
Net Income$215 $121 

See Combined Notes to Consolidated Financial Statements (Unaudited)
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DTE Electric Company
Consolidated Statements of Comprehensive Income (Unaudited)

Three Months Ended March 31,
20262025
(In millions)
Net Income$215 $121 
Other comprehensive income — 
Comprehensive Income$215 $121 

See Combined Notes to Consolidated Financial Statements (Unaudited)
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DTE Electric Company
Consolidated Statements of Financial Position (Unaudited)

March 31,December 31,
20262025
(In millions)
ASSETS
Current Assets
Cash and cash equivalents$80 $81 
Restricted cash40 42 
Accounts receivable (less allowance for doubtful accounts of $41 for both periods)
Customer884 805 
Affiliates2 
Other96 55 
Inventories
Fuel111 114 
Materials and supplies667 678 
Notes receivable  
Affiliates228 — 
Other16 — 
Regulatory assets246 158 
Other169 116 
2,539 2,051 
Investments
Nuclear decommissioning trust funds2,599 2,552 
Other72 72 
2,671 2,624 
Property
Property, plant, and equipment34,653 33,807 
Accumulated depreciation and amortization(8,399)(8,239)
26,254 25,568 
Other Assets
Regulatory assets6,974 6,821 
Securitized regulatory assets601 619 
Prepaid postretirement costs — affiliates479 463 
Operating lease right-of-use assets232 237 
Other604 607 
8,890 8,747 
Total Assets$40,354 $38,990 

See Combined Notes to Consolidated Financial Statements (Unaudited)
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DTE Electric Company
Consolidated Statements of Financial Position (Unaudited) — (Continued)

March 31,December 31,
20262025
(In millions, except shares)
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities
Accounts payable
Affiliates$120 $71 
Other942 839 
Accrued interest165 135 
Current portion long-term debt, including securitization bonds and finance leases755 754 
Regulatory liabilities50 63 
Short-term borrowings
Other
 652 
Operating lease liabilities28 27 
Other214 228 
2,274 2,769 
Long-Term Debt (net of current portion)
Mortgage bonds, notes, and other13,436 11,852 
Securitization bonds545 561 
Finance lease liabilities3 
13,984 12,419 
Other Liabilities
Deferred income taxes3,813 3,812 
Regulatory liabilities1,876 1,798 
Asset retirement obligations4,281 4,217 
Unamortized investment tax credit505 402 
Nuclear decommissioning412 405 
Accrued pension liability — affiliates242 245 
Accrued postretirement liability — affiliates229 237 
Operating lease liabilities201 206 
Other143 66 
11,702 11,388 
Commitments and Contingencies (Notes 5 and 12)
Shareholder’s Equity
Common stock ($10 par value, 400,000,000 shares authorized, and 138,632,324 shares issued and outstanding for both periods)
8,949 8,949 
Retained earnings3,445 3,465 
Total Shareholder’s Equity12,394 12,414 
Total Liabilities and Shareholder’s Equity$40,354 $38,990 

See Combined Notes to Consolidated Financial Statements (Unaudited)
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DTE Electric Company
Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended March 31,
20262025
(In millions)
Operating Activities
Net Income$215 $121 
Adjustments to reconcile Net Income to Net cash from operating activities:
Depreciation and amortization400 378 
Nuclear fuel amortization13 17 
Allowance for equity funds used during construction(34)(24)
Deferred income taxes(26)(19)
Asset (gains) losses and impairments, net2 — 
Changes in assets and liabilities:
Accounts receivable, net(127)(19)
Inventories14 25 
Accounts payable111 14 
Prepaid postretirement benefit costs — affiliates(16)(14)
Accrued pension liability — affiliates(3)(4)
Accrued postretirement liability — affiliates(8)(7)
Regulatory assets and liabilities65 88 
Other current and noncurrent assets and liabilities24 (45)
Net cash from operating activities630 511 
Investing Activities
Plant and equipment expenditures(1,049)(732)
Proceeds from sale of nuclear decommissioning trust fund assets213 139 
Investment in nuclear decommissioning trust funds(215)(142)
Investment in notes receivable(14)(33)
Notes receivable to (from) affiliates(228)42 
Other(7)(13)
Net cash used for investing activities(1,300)(739)
Financing Activities
Issuance of long-term debt, net of discount and issuance costs1,582 — 
Redemption of long-term debt(16)(365)
Short-term borrowings, net — affiliates 960 
Short-term borrowings, net — other(652)(153)
Dividends paid on common stock(235)(211)
Other(12)(11)
Net cash from financing activities667 220 
Net Decrease in Cash, Cash Equivalents, and Restricted Cash(3)(8)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period123 59 
Cash, Cash Equivalents, and Restricted Cash at End of Period$120 $51 
Supplemental disclosure of non-cash investing and financing activities
Plant and equipment expenditures in accounts payable$525 $300 

See Combined Notes to Consolidated Financial Statements (Unaudited)
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DTE Electric Company
Consolidated Statements of Changes in Shareholder's Equity (Unaudited)

Additional Paid-in CapitalRetained Earnings
Common Stock
SharesAmountTotal
(Dollars in millions, shares in thousands)
Balance, December 31, 2025138,632 $1,386 $7,563 $3,465 $12,414 
Net Income   215 215 
Dividends declared on common stock   (235)(235)
Balance, March 31, 2026138,632 $1,386 $7,563 $3,445 $12,394 

Additional Paid-in CapitalRetained Earnings
Common Stock
SharesAmountTotal
(Dollars in millions, shares in thousands)
Balance, December 31, 2024138,632 $1,386 $6,609 $3,159 $11,154 
Net Income   121 121 
Dividends declared on common stock   (211)(211)
Balance, March 31, 2025138,632 $1,386 $6,609 $3,069 $11,064 

See Combined Notes to Consolidated Financial Statements (Unaudited)
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DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited)
Index of Combined Notes to Consolidated Financial Statements (Unaudited)
The Combined Notes to Consolidated Financial Statements (Unaudited) are a combined presentation for DTE Energy and DTE Electric. The following list indicates the Registrant(s) to which each note applies:
DTE Energy and DTE Electric
DTE Energy and DTE Electric
DTE Energy and DTE Electric
DTE Energy and DTE Electric
DTE Energy and DTE Electric
DTE Energy
DTE Energy and DTE Electric
DTE Energy and DTE Electric
DTE Energy and DTE Electric
DTE Energy and DTE Electric
DTE Energy
DTE Energy and DTE Electric
DTE Energy and DTE Electric
DTE Energy and DTE Electric

NOTE 1 — ORGANIZATION AND BASIS OF PRESENTATION
Corporate Structure
DTE Energy owns the following businesses:
DTE Electric is a public utility engaged in the generation, purchase, distribution, and sale of electricity to approximately 2.3 million customers in southeastern Michigan
DTE Gas is a public utility engaged in the purchase, storage, transportation, distribution, and sale of natural gas to approximately 1.4 million customers throughout Michigan and the sale of storage and transportation capacity
Other businesses include 1) DTE Vantage, which is primarily involved in renewable natural gas projects and providing custom energy solutions to industrial, commercial, and institutional customers, and 2) energy marketing and trading operations
DTE Electric and DTE Gas are regulated by the MPSC. Certain activities of DTE Electric and DTE Gas, as well as various other aspects of businesses under DTE Energy, are regulated by the FERC. In addition, the Registrants are regulated by other federal and state regulatory agencies including the NRC, the EPA, EGLE, and for DTE Energy, the CFTC and CARB.
Basis of Presentation
The Consolidated Financial Statements should be read in conjunction with the Combined Notes to Consolidated Financial Statements included in the combined DTE Energy and DTE Electric 2025 Annual Report on Form 10-K.
The accompanying Consolidated Financial Statements of the Registrants are prepared using accounting principles generally accepted in the United States of America. These accounting principles require management to use estimates and assumptions that impact reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results may differ from the Registrants' estimates.
The Consolidated Financial Statements are unaudited but, in the Registrants' opinions, include all adjustments necessary to present a fair statement of the results for the interim periods. All adjustments are of a normal recurring nature, except as otherwise disclosed in these Consolidated Financial Statements and Combined Notes to Consolidated Financial Statements. Financial results for this interim period are not necessarily indicative of results that may be expected for any other interim period or for the fiscal year ending December 31, 2026.
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DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
The information in these combined notes relates to each of the Registrants as noted in the Index of Combined Notes to Consolidated Financial Statements. However, DTE Electric does not make any representation as to information related solely to DTE Energy or the subsidiaries of DTE Energy other than itself.
Certain prior year balances for the Registrants were reclassified to match the current year's Consolidated Financial Statements presentation.
Principles of Consolidation
The Registrants consolidate all majority-owned subsidiaries and investments in entities in which they have controlling influence. Non-majority owned investments are accounted for using the equity method when the Registrants are able to significantly influence the operating policies of the investee. When the Registrants do not influence the operating policies of an investee, the equity investment is valued at cost minus any impairments, if applicable. These Consolidated Financial Statements also reflect the Registrants' proportionate interests in certain jointly-owned utility plants. The Registrants eliminate all intercompany balances and transactions.
The Registrants evaluate whether an entity is a VIE whenever reconsideration events occur. The Registrants consolidate VIEs for which they are the primary beneficiary. If a Registrant is not the primary beneficiary and an ownership interest is held, the VIE is accounted for under the equity method of accounting. When assessing the determination of the primary beneficiary, a Registrant considers all relevant facts and circumstances, including: the power, through voting or similar rights, to direct the activities of the VIE that most significantly impact the VIE's economic performance and the obligation to absorb the expected losses and/or the right to receive the expected returns of the VIE. The Registrants perform ongoing reassessments of all VIEs to determine if the primary beneficiary status has changed.
Legal entities within the DTE Vantage segment enter into long-term contractual arrangements with customers to supply energy-related products or services. The entities are generally designed to pass-through the commodity risk associated with these contracts to the customers, with DTE Energy retaining operational and customer default risk. These entities generally are VIEs and consolidated when DTE Energy is the primary beneficiary. In addition, DTE Energy has interests in certain VIEs through which control of all significant activities is shared with partners, and therefore are generally accounted for under the equity method.
The Registrants hold ownership interests in certain limited partnerships. The limited partnerships include investment funds which support regional development and economic growth, and an operational business providing energy-related products. These entities are generally VIEs as a result of certain characteristics of the limited partnership voting rights. The ownership interests are accounted for under the equity method as the Registrants are not the primary beneficiaries.
DTE Energy has variable interests in VIEs through certain of its long-term purchase and sale contracts. DTE Electric has variable interests in VIEs through certain of its long-term purchase contracts. As of March 31, 2026, the carrying amount of assets and liabilities in DTE Energy's Consolidated Statements of Financial Position that relate to its variable interests under long-term purchase and sale contracts are predominantly related to working capital accounts and generally represent the amounts owed by or to DTE Energy for the deliveries associated with the current billing cycle under the contracts. As of March 31, 2026, the carrying amount of assets and liabilities in DTE Electric's Consolidated Statements of Financial Position that relate to its variable interests under long-term purchase contracts are predominantly related to working capital accounts and generally represent the amounts owed by DTE Electric for the deliveries associated with the current billing cycle under the contracts. The Registrants have not provided any significant form of financial support associated with these long-term contracts. There is no material potential exposure to loss as a result of DTE Energy's variable interests through these long-term purchase and sale contracts. In addition, there is no material potential exposure to loss as a result of DTE Electric's variable interests through these long-term purchase contracts.
DTE Electric previously financed regulatory assets for deferred costs related to certain retired generation plants and its tree trimming surge program through the sale of bonds by wholly-owned special purpose entities, DTE Securitization I and DTE Securitization II (collectively "the DTE Securitization entities"). The DTE Securitization entities are VIEs. DTE Electric has the power to direct the most significant activities of these entities, including performing servicing activities such as billing and collecting surcharge revenue. Accordingly, DTE Electric is the primary beneficiary and the DTE Securitization entities are consolidated by the Registrants. Securitization bond holders have no recourse to the Registrants' assets, except for those held by the DTE Securitization entities. Surcharges collected by DTE Electric to pay for bond servicing and other qualified costs reflect securitization property solely owned by the DTE Securitization entities. These surcharges are remitted to a trustee and are not available to other creditors of the Registrants.
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DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
The maximum risk exposure for consolidated VIEs is reflected on the Registrants' Consolidated Statements of Financial Position. For non-consolidated VIEs, the maximum risk exposure of the Registrants is generally limited to their investment and notes receivable.
The table below summarizes the major Consolidated Statements of Financial Position items for consolidated VIEs as of March 31, 2026 and December 31, 2025. All assets and liabilities of a consolidated VIE are presented where it has been determined that a consolidated VIE has either (1) assets that can be used only to settle obligations of the VIE or (2) liabilities for which creditors do not have recourse to the general credit of the primary beneficiary. Assets and liabilities of the DTE Securitization entities have been aggregated due to their similar nature and are separately stated in the table below, comprising the entirety of the DTE Electric amounts. For all other VIEs, assets and liabilities are also aggregated due to their similar nature and presented together with the DTE Securitization entities in the DTE Energy amounts below. VIEs, in which DTE Energy holds a majority voting interest and is the primary beneficiary, that meet the definition of a business and whose assets can be used for purposes other than the settlement of the VIE's obligations have been excluded from the table.
Amounts for the Registrants' consolidated VIEs are as follows:
March 31, 2026December 31, 2025
DTE Energy
DTE Electric
DTE Energy
DTE Electric
(In millions)
ASSETS
Cash and cash equivalents$7 $ $$— 
Restricted cash40 40 42 42 
Accounts receivable10 4 10 
Securitized regulatory assets601 601 619 619 
Notes receivable(a)
66  68 — 
Other current and long-term assets  — 
$724 $645 $745 $667 
LIABILITIES
Accrued interest$4 $4 $11 $11 
Regulatory liabilities — current24 24 23 23 
Securitization bonds(b)
620 620 636 636 
Other current and long-term liabilities4  — 
$652 $648 $674 $670 
_______________________________________
(a)At both March 31, 2026 and December 31, 2025, Notes receivable includes $2 million, reported in Current Assets — Other on DTE Energy's Consolidated Statements of Financial Position.
(b)Includes $75 million reported in Current portion of long-term debt on the Registrants' Consolidated Statements of Financial Position for both the periods ended March 31, 2026 and December 31, 2025.
DTE Energy has Investments in equity method investees relating to non-consolidated VIEs of $52 million and $63 million at March 31, 2026 and December 31, 2025, respectively.

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DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES
Other Income
The following is a summary of DTE Energy's Other income:
Three Months Ended March 31,
20262025
(In millions)
Allowance for equity funds used during construction$35 $24 
Contract services17 
Equity earnings of equity method investees3 
Investment income(a)
1 
Other3 
$59 $44 
_______________________________________
(a)Investment losses are recorded separately to Other expenses on the Consolidated Statements of Operations.
The following is a summary of DTE Electric's Other income:
Three Months Ended March 31,
20262025
(In millions)
Allowance for equity funds used during construction$34 $24 
Contract services16 
Investment income(a)
1 
Other3 
$54 $36 
_______________________________________
(a)Investment losses are recorded separately to Other expenses on the Consolidated Statements of Operations.
For information on equity earnings of equity method investees by segment, see Note 14 to the Consolidated Financial Statements, "Segment and Related Information."
Changes in Accumulated Other Comprehensive Income (Loss)
Comprehensive income (loss) is the change in common shareholders' equity during a period from transactions and events from non-owner sources, including Net Income. The amounts recorded to Accumulated other comprehensive income (loss) for DTE Energy include changes in benefit obligations, consisting of deferred actuarial losses and prior service costs, unrealized gains and losses from derivatives accounted for as cash flow hedges, and foreign currency translation adjustments, if any. DTE Energy releases income tax effects from accumulated other comprehensive income when the circumstances upon which they are premised cease to exist.
Changes in Accumulated other comprehensive income (loss) are presented in DTE Energy's Consolidated Statements of Changes in Equity and DTE Electric's Consolidated Statements of Changes in Shareholder's Equity, if any. For the three months ended March 31, 2026 and 2025, reclassifications out of Accumulated other comprehensive income (loss) were not material.
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DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
Income Taxes
Tax rates are affected by estimated annual permanent items, production and investment tax credits, regulatory adjustments, and discrete items that may occur in any given period, but are not consistent from period to period. The tables below summarize how the Registrants' effective income tax rates have varied from the statutory federal income tax rate:
Three Months Ended March 31,
20262025
DTE Energy
Statutory federal income tax rate21.0 %21.0 %
Increase (decrease) due to:
State and local income taxes, net of federal benefit6.6 4.2 
Investment tax credits(35.4)(13.1)
Production tax credits(21.3)(10.5)
TCJA regulatory liability amortization(7.4)(4.5)
AFUDC equity(3.9)(1.5)
Nondeductible EES Coke penalty(a)
9.8 — 
Other(0.3)0.2 
Effective income tax rate(30.9)%(4.2)%
_______________________________________
(a)For further discussion of the EES Coke legal matter, see Note 12 to the Consolidated Financial Statements, "Commitments and Contingencies."
Three Months Ended March 31,
20262025
DTE Electric
Statutory federal income tax rate21.0 %21.0 %
Increase (decrease) due to:
State and local income taxes, net of federal benefit5.6 5.7 
Investment tax credits(21.5)(16.6)
Production tax credits(6.4)(7.0)
TCJA regulatory liability amortization(4.2)(4.6)
AFUDC equity(2.6)(1.8)
Other(0.4)0.4 
Effective income tax rate(8.5)%(2.9)%
DTE Electric had state income tax receivables with DTE Energy of $1 million at March 31, 2026. Income tax receivables with DTE Energy are included in Accounts receivable — Affiliates on the DTE Electric Consolidated Statements of Financial Position. DTE Electric had federal income tax payables with DTE Energy of $12 million and $1 million at March 31, 2026 and December 31, 2025, respectively. Income tax payables with DTE Energy are included in Accounts payable — Affiliates on the DTE Electric Consolidated Statements of Financial Position.
Unrecognized Compensation Costs
As of March 31, 2026, DTE Energy had $111 million of total unrecognized compensation cost related to non-vested stock incentive plan arrangements. That cost is expected to be recognized over a weighted-average period of 2.1 years.
Allocated Stock-Based Compensation
DTE Electric received an allocation of costs from DTE Energy associated with stock-based compensation of $13 million and $10 million for the three months ended March 31, 2026 and 2025, respectively.
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DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
Cash, Cash Equivalents, and Restricted Cash
Cash and cash equivalents include cash on hand, cash in banks, and temporary investments purchased with maturities of three months or less. Restricted cash includes funds held in separate bank accounts and principally consists of amounts at DTE Securitization I and DTE Securitization II to pay for debt service and other qualified costs. Restricted cash designated for payments within one year is classified as a Current Asset.
Financing Receivables
Financing receivables are primarily composed of trade receivables, notes receivable, and unbilled revenue. The Registrants' financing receivables are stated at net realizable value.
The Registrants monitor the credit quality of their financing receivables on a regular basis by reviewing credit quality indicators and monitoring for trigger events, such as a credit rating downgrade or bankruptcy. Credit quality indicators include, but are not limited to, ratings by credit agencies where available, collection history, collateral, counterparty financial statements and other internal metrics. Utilizing such data, the Registrants have determined three internal grades of credit quality. Internal grade 1 includes financing receivables for counterparties where credit rating agencies have ranked the counterparty as investment grade. To the extent credit ratings are not available, the Registrants utilize other credit quality indicators to determine the level of risk associated with the financing receivable. Internal grade 1 may include financing receivables for counterparties for which credit rating agencies have ranked the counterparty as below investment grade; however, due to favorable information on other credit quality indicators, the Registrants have determined the risk level to be similar to that of an investment grade counterparty. Internal grade 2 includes financing receivables for counterparties with limited credit information and those with a higher risk profile based upon credit quality indicators. Internal grade 3 reflects financing receivables for which the counterparties have the greatest level of risk, including those in bankruptcy status.
The following represents the Registrants' financing receivables by year of origination as determined by the date the original agreement was executed, classified by internal grade of credit risk, including current year-to-date gross write-offs, if any. The related credit quality indicators and risk ratings utilized to develop the internal grades have been updated through March 31, 2026.
DTE Energy
Year of Origination
202620252024 and PriorTotal
(In millions)
Notes receivable
Internal grade 1$14 $247 $30 $291 
Internal grade 211 1,212 1,224 
Total notes receivable(a)
$15 $258 $1,242 $1,515 
Net investment in leases
Internal grade 1$— $— $34 $34 
Internal grade 2— — 
Total net investment in leases(a)
$ $ $35 $35 
_______________________________________
(a)The current portion is included in Current Assets — Other on DTE Energy's Consolidated Statements of Financial Position.
DTE Electric
Year of Origination
202620252024 and PriorTotal
(In millions)
Note receivable — Internal grade 1(a)
$243 $247 $27 $517 
_______________________________________
(a)The noncurrent portion is included in Other Assets — Other on DTE Electric's Consolidated Statements of Financial Position.
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DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
The allowance for doubtful accounts on accounts receivable for the utility entities is generally calculated using an aging approach that utilizes rates developed in reserve studies. DTE Electric and DTE Gas establish an allowance for uncollectible accounts based on historical losses and management's assessment of existing and future economic conditions, customer trends and other factors. Customer accounts are generally considered delinquent if the amount billed is not received by the due date, which is typically in 21 days, however, factors such as assistance programs may delay aggressive action. DTE Electric and DTE Gas generally assess late payment fees on trade receivables based on past-due terms with customers. Customer accounts are written off when collection efforts have been exhausted. The time period for write-off is 150 days after service has been terminated.
The customer allowance for doubtful accounts for non-utility businesses and other receivables for both utility and non-utility businesses is generally calculated based on specific review of probable future collections based on receivable balances generally in excess of 30 days. Existing and future economic conditions, customer trends and other factors are also considered. Receivables are written off on a specific identification basis and determined based upon the specific circumstances of the associated receivable.
Notes receivable for DTE Energy are primarily comprised of loans, MISO deposits, and finance lease receivables that are included in Notes Receivable and Other current assets on DTE Energy's Consolidated Statements of Financial Position. Notes receivable for DTE Electric are primarily comprised of MISO deposits and loans that are included in current Notes receivable and Other long-term assets on DTE Electric's Consolidated Statements of Financial Position.
The Registrants establish an allowance for credit loss for principal and interest amounts due that are estimated to be uncollectible in accordance with the contractual terms of the note receivable. In determining the allowance for credit losses for notes receivable, the Registrants consider the historical payment experience and other factors that are expected to have a specific impact on the counterparty's ability to pay including existing and future economic conditions. Notes receivable are typically considered delinquent when payment is not received for periods ranging from 60 to 120 days. If amounts are no longer probable of collection, the Registrants may consider the note receivable impaired, adjust the allowance, and cease accruing interest (nonaccrual status).
Cash payments received on nonaccrual status notes receivable, that do not bring the account contractually current, are first applied to the contractually owed past due interest, with any remainder applied to principal. Accrual of interest is generally resumed when the note receivable becomes contractually current.
The following tables present a roll-forward of the activity for the Registrants' financing receivables credit loss reserves:
DTE EnergyDTE Electric
Trade accounts receivable
Other receivables(a)
TotalTrade and other accounts receivable
(In millions)
Beginning reserve balance, January 1, 2026$59 $$62 $41 
Current period provision27 — 27 14 
Write-offs charged against allowance(29)— (29)(20)
Recoveries of amounts previously written off10 — 10 6 
Ending reserve balance, March 31, 2026$67 $3 $70 $41 
_______________________________________
(a)Other receivables includes reserves on notes receivable and Accounts receivable — Other.
DTE EnergyDTE Electric
Trade accounts receivable
Other receivables(a)
TotalTrade and other accounts receivable
(In millions)
Beginning reserve balance, January 1, 2025$69 $$72 $46 
Current period provision69 — 69 44 
Write-offs charged against allowance(116)— (116)(74)
Recoveries of amounts previously written off37 — 37 25 
Ending reserve balance, December 31, 2025$59 $$62 $41 
_______________________________________
(a)Other receivables includes reserves on notes receivable and Accounts receivable — Other.
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DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
Uncollectible expense for the Registrants is primarily comprised of the current period provision for allowance for doubtful accounts and is summarized as follows:
Three Months Ended March 31,
20262025
(In millions)
DTE Energy$27 $26 
DTE Electric$13 $10 
There are no material amounts of past due financing receivables for the Registrants as of March 31, 2026.

NOTE 3 — NEW ACCOUNTING PRONOUNCEMENTS
Recently Adopted Pronouncements
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. The Registrants adopted the ASU effective January 1, 2026 on a prospective basis and elected not to apply the practical expedient, with no impact on the Registrants' financial position or results of operations.
Recently Issued Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, as amended. The amendments in this update require disaggregated disclosure of income statement expense captions into specified categories in disclosures within the footnotes to the financial statements. The ASU is effective for the Registrants for annual reporting periods beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027. The guidance may be applied on a prospective or retrospective basis. Early adoption is permitted. The Registrants will apply the guidance upon the effective date.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this update modernize the accounting guidance for the costs to develop software for internal use. The amendments remove all references to a sequential software development method (referred to as "project stages") throughout ASC 350-40 and clarifies the threshold entities should apply to begin capitalizing eligible costs. The ASU is effective for the Registrants for annual and interim periods beginning after December 15, 2027. The guidance may be applied on a prospective, retrospective, or modified transition basis. Early adoption is permitted. The Registrants are currently assessing the impact of this standard on their Consolidated Financial Statements.

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DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
NOTE 4 — REVENUE
Disaggregation of Revenue
The following is a summary of revenues disaggregated by segment for DTE Energy:
Three Months Ended March 31,
20262025
(In millions)
Electric(a)
Residential$780 $720 
Commercial572 529 
Industrial167 160 
Other(b)
225 50 
Total Electric operating revenues$1,744 $1,459 
Gas
Gas sales$695 $692 
End User Transportation91 91 
Intermediate Transportation39 31 
Other(b)
107 62 
Total Gas operating revenues$932 $876 
Other segment operating revenues
DTE Vantage$227 $188 
Energy Trading$2,351 $2,026 
_______________________________________
(a)Revenues generally represent those of DTE Electric, except $27 million and $5 million of Other revenues related to DTE Sustainable Generation for the three months ended March 31, 2026 and 2025, respectively.
(b)Includes revenue adjustments related to various regulatory mechanisms, including the PSCR at the Electric segment and GCR at the Gas segment, and interconnection sales in the Electric segment. Revenues related to these mechanisms may vary based on changes in the cost of fuel, purchased power, and gas.
Revenues included the following which were outside the scope of Topic 606:
Three Months Ended March 31,
20262025
(In millions)
Electric — Alternative Revenue Programs$1 $
Electric — Other revenues $12 $
Gas — Other revenues$4 $
DTE Vantage — Leases$12 $15 
Energy Trading — Derivatives$1,612 $1,499 
Deferred Revenue
The following is a summary of deferred revenue activity for DTE Energy:
Three Months Ended March 31,
20262025
(In millions)
Beginning Balance, January 1$170 $138 
Increases due to cash received or receivable, excluding amounts recognized as revenue during the period63 51 
Revenue recognized that was included in the deferred revenue balance at the beginning of the period(68)(43)
Ending Balance, March 31$165 $146 
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DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
Deferred revenues are included in Current Liabilities — Other and Other Liabilities — Other on DTE Energy's Consolidated Statements of Financial Position. Deferred revenues generally represent amounts paid by or receivables from customers for which the associated performance obligation has not yet been satisfied. Deferred revenues include amounts associated with REC performance obligations under certain wholesale full requirements power contracts. Deferred revenues related to RECs are recognized as revenue when control of the RECs has transferred. Other performance obligations associated with deferred revenues include providing products and services related to customer prepayments. Deferred revenues associated with these products and services are recognized when control has transferred to the customer.
The following table represents deferred revenue amounts for DTE Energy that are expected to be recognized as revenue in future periods:
DTE Energy
(In millions)
2026$145 
202720 
2028— 
2029— 
2030— 
2031 and thereafter— 
$165 
Transaction Price Allocated to the Remaining Performance Obligations
In accordance with optional exemptions available under Topic 606, the Registrants did not disclose the value of unsatisfied performance obligations for (1) contracts with an original expected length of one year or less, (2) with the exception of fixed consideration, contracts for which revenue is recognized at the amount to which the Registrants have the right to invoice for goods provided and services performed, and (3) contracts for which variable consideration relates entirely to an unsatisfied performance obligation.
Such contracts consist of varying types of performance obligations across the segments, including the supply and delivery of energy related products and services. Contracts with variable volumes and/or variable pricing, including those with pricing provisions tied to a consumer price or other index, have also been excluded as the related consideration under the contract is variable at inception of the contract. Contract lengths vary from cancellable to multi-year.
The Registrants expect to recognize revenue for the following amounts related to fixed consideration associated with remaining performance obligations in each of the future periods noted:
DTE EnergyDTE Electric
(In millions)
2026$150 $11 
2027193 
2028137 — 
2029108 — 
203091 — 
2031 and thereafter312 — 
$991 $12 

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Table of Contents
DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
NOTE 5 — REGULATORY MATTERS
2025 Electric Rate Case Filing
DTE Electric filed a rate case with the MPSC on April 24, 2025 requesting an increase in base rates of $574 million based on a projected twelve-month period ending December 31, 2026, and an increase in return on equity from 9.9% to 10.75%. The requested increase in base rates was primarily due to capital investments required to support continued reliability improvements and the ongoing transition to cleaner energy. On February 19, 2026, the MPSC issued an order approving an annual revenue increase of $242 million for services rendered on or after March 5, 2026 and a return on equity of 9.9%.
2025 Electric Depreciation Case Filing
DTE Electric filed a depreciation case with the MPSC on December 23, 2025 requesting an increase in depreciation rates of $147 million when compared to current depreciation rates for plant in service balances as of December 31, 2023. While there is no required timing for an MPSC order in a depreciation case, updated depreciation rates will be implemented coinciding with an order in the first DTE Electric general rate case filed following an order in this case.
2025 Gas Rate Case Filing
DTE Gas filed a rate case with the MPSC on November 13, 2025 requesting a net increase in base rates of $163 million based on a projected twelve-month period ending September 30, 2027, and an increase in return on equity from 9.8% to 10.25%. The net increase is based on a total revenue deficiency of $238 million, net of the IRM roll-in of $75 million. The requested net increase in base rates was primarily due to continued infrastructure investment and increasing operations and maintenance costs needed to ensure the continued safe and reliable delivery of natural gas to customers. A final MPSC order in this case is expected in September 2026.
2026 Electric Rate Case Filing
DTE Electric filed a rate case with the MPSC on April 28, 2026 requesting an increase in base rates of $474 million based on a projected twelve-month period ending February 29, 2028, and an increase in return on equity from 9.9% to 10.25%. The requested increase in base rates was primarily due to capital investments required to support continued reliability improvements and the ongoing transition to cleaner energy. A final MPSC order in this case is expected in February 2027.

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DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
NOTE 6 — EARNINGS PER SHARE
Basic earnings per share is calculated by dividing net income, adjusted for income allocated to participating securities, by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect the dilution that would occur if any potentially dilutive instruments were exercised or converted into common shares. DTE Energy’s participating securities are restricted shares under the stock incentive program that contain rights to receive non-forfeitable dividends. Performance shares do not receive cash dividends; as such, these awards are not considered participating securities.
The following is a reconciliation of DTE Energy's basic and diluted income per share calculation:
Three Months Ended March 31,
20262025
(In millions, except per share amounts)
Basic Earnings per Share
Net Income Attributable to DTE Energy Company$247 $445 
Less: Allocation of earnings to net restricted stock awards 
Net income available to common shareholders — basic$247 $444 
Average number of common shares outstanding — basic207 207 
Basic Earnings per Common Share$1.19 $2.14 
Diluted Earnings per Share
Net Income Attributable to DTE Energy Company$247 $445 
Less: Allocation of earnings to net restricted stock awards 
Net income available to common shareholders — diluted$247 $444 
Average number of common shares outstanding — basic207 207 
Average performance share awards and ATM dilutive shares1 — 
Average number of common shares outstanding — diluted208 207 
Diluted Earnings per Common Share
$1.19 $2.14 


28

Table of Contents
DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
NOTE 7 — FAIR VALUE
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in a principal or most advantageous market. Fair value is a market-based measurement that is determined based on inputs, which refer broadly to assumptions that market participants use in pricing assets or liabilities. These inputs can be readily observable, market corroborated, or generally unobservable inputs. The Registrants make certain assumptions they believe that market participants would use in pricing assets or liabilities, including assumptions about risk, and the risks inherent in the inputs to valuation techniques. Credit risk of the Registrants and their counterparties is incorporated in the valuation of assets and liabilities through the use of credit reserves, the impact of which was immaterial at March 31, 2026 and December 31, 2025. The Registrants believe they use valuation techniques that maximize the use of observable market-based inputs and minimize the use of unobservable inputs.
A fair value hierarchy has been established that prioritizes the inputs to valuation techniques used to measure fair value in three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. All assets and liabilities are required to be classified in their entirety based on the lowest level of input that is significant to the fair value measurement in its entirety. Assessing the significance of a particular input may require judgment considering factors specific to the asset or liability and may affect the valuation of the asset or liability and its placement within the fair value hierarchy. The Registrants classify fair value balances based on the fair value hierarchy defined as follows:
Level 1 — Consists of unadjusted quoted prices in active markets for identical assets or liabilities that the Registrants have the ability to access as of the reporting date.
Level 2 — Consists of inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.
Level 3 — Consists of unobservable inputs for assets or liabilities whose fair value is estimated based on internally developed models or methodologies using inputs that are generally less readily observable and supported by little, if any, market activity at the measurement date. Unobservable inputs are developed based on the best available information and subject to cost-benefit constraints.
The following table presents assets and liabilities for DTE Energy measured and recorded at fair value on a recurring basis:
29

Table of Contents
DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
March 31, 2026December 31, 2025
Level
1
Level
2
Level
3
Other(a)
Netting(b)
Net BalanceLevel
1
Level
2
Level
3
Other(a)
Netting(b)
Net Balance
(In millions)
Assets
Cash equivalents and Restricted cash(c)
$228 $ $ $ $ $228 $176 $— $— $— $— $176 
Nuclear decommissioning trusts
Equity securities953   242  1,195 987 — — 201 — 1,188 
Fixed income securities146 479  136  761 133 460 — 133 — 726 
Private equity and other   368  368 — — — 358 — 358 
Hedge funds and similar investments227 18    245 228 17 — — — 245 
Cash equivalents30     30 35 — — — — 35 
Other investments(d)
Equity securities83     83 84 — — — — 84 
Fixed income securities9 2    11 — — — 11 
Cash equivalents44     44 38 — — — — 38 
Derivative assets
Commodity contracts(e)
Natural gas139 51 99  (170)119 207 56 109 — (235)137 
Electricity192 149 16  (285)72 127 115 33 — (194)81 
Environmental & Other5 59 4  (64)4 — 46 11 — (46)11 
Other contracts  9    9 — — — — 
Total derivative assets336 268 119  (519)204 334 220 153 — (475)232 
Total$2,056 $767 $119 $746 $(519)$3,169 $2,024 $699 $153 $692 $(475)$3,093 
Liabilities
Derivative liabilities
Commodity contracts(e)
Natural gas$(223)$(31)$(79)$ $210 $(123)$(196)$(51)$(82)$— $227 $(102)
Electricity(176)(85)(109) 280 (90)(124)(59)(52)— 186 (49)
Environmental & Other(4)(42)  55 9 (1)(31)— — 32 — 
Other contracts (1)   (1)— (1)— — — (1)
Total$(403)$(159)$(188)$ $545 $(205)$(321)$(142)$(134)$— $445 $(152)
Net Assets (Liabilities) at end of period$1,653 $608 $(69)$746 $26 $2,964 $1,703 $557 $19 $692 $(30)$2,941 
Assets
Current$483 $217 $64 $ $(399)$365 $426 $130 $102 $— $(339)$319 
Noncurrent1,573 550 55 746 (120)2,804 1,598 569 51 692 (136)2,774 
Total Assets$2,056 $767 $119 $746 $(519)$3,169 $2,024 $699 $153 $692 $(475)$3,093 
Liabilities
Current$(292)$(126)$(138)$ $412 $(144)$(240)$(106)$(67)$— $327 $(86)
Noncurrent(111)(33)(50) 133 (61)(81)(36)(67)— 118 (66)
Total Liabilities$(403)$(159)$(188)$ $545 $(205)$(321)$(142)$(134)$— $445 $(152)
Net Assets (Liabilities) at end of period$1,653 $608 $(69)$746 $26 $2,964 $1,703 $557 $19 $692 $(30)$2,941 
_______________________________________
(a)Amounts represent assets valued at NAV as a practical expedient for fair value.
(b)Amounts represent the impact of master netting agreements that allow DTE Energy to net gain and loss positions and cash collateral held or placed with the same counterparties.
(c)Amounts include $23 million and $10 million recorded in Restricted cash on DTE Energy's Consolidated Statements of Financial Position at March 31, 2026 and December 31, 2025, respectively. All other amounts are included in Cash and cash equivalents on DTE Energy's Consolidated Statements of Financial Position.
(d)Excludes cash surrender value of life insurance investments and certain securities classified as held-to-maturity that are recorded at amortized cost and not material to the consolidated financial statements.
(e)For contracts with a clearing agent, DTE Energy nets all activity across commodities. This can result in some individual commodities having a contra balance.
30

Table of Contents
DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
The following table presents assets for DTE Electric measured and recorded at fair value on a recurring basis as of:
March 31, 2026December 31, 2025
Level 1Level 2Level 3
Other(a)
Net BalanceLevel 1Level 2Level 3
Other(a)
Net Balance
(In millions)
Assets
Cash equivalents and Restricted cash(b)
$95 $ $ $ $95 $83 $— $— $— $83 
Nuclear decommissioning trusts
Equity securities953   242 1,195 987 — — 201 1,188 
Fixed income securities146 479  136 761 133 460 — 133 726 
Private equity and other   368 368 — — — 358 358 
Hedge funds and similar investments227 18   245 228 17 — — 245 
Cash equivalents30    30 35 — — — 35 
Other investments
Equity securities31    31 33 — — — 33 
Fixed income securities 2   2 — — — 
Cash equivalents27    27 26 — — — 26 
Derivative assets — FTRs  4  4 — — 11 — 11 
Total$1,509 $499 $4 $746 $2,758 $1,525 $479 $11 $692 $2,707 
Assets
Current$95 $ $4 $ $99 $83 $— $11 $— $94 
Noncurrent1,414 499  746 2,659 1,442 479 — 692 2,613 
Total Assets$1,509 $499 $4 $746 $2,758 $1,525 $479 $11 $692 $2,707 
_______________________________________
(a)Amounts represent assets valued at NAV as a practical expedient for fair value.
(b)Amounts include $23 million and $10 million recorded in Restricted cash on DTE Electric's Consolidated Statements of Financial Position at March 31, 2026 and December 31, 2025, respectively. All other amounts are included in Cash and cash equivalents on DTE Electric's Consolidated Statements of Financial Position.
Cash Equivalents
Cash equivalents include investments with maturities of three months or less when purchased. The cash equivalents shown in the fair value table are comprised of short-term investments in money market funds.
Nuclear Decommissioning Trusts and Other Investments
The nuclear decommissioning trusts and other investments hold debt and equity securities directly and indirectly through commingled funds. Exchange-traded debt and equity securities held directly, as well as publicly-traded commingled funds, are valued using quoted market prices in actively traded markets. Non-exchange traded fixed income securities are valued based upon quotations available from brokers or pricing services.
Non-publicly traded commingled funds holding exchange-traded equity or debt securities are valued based on stated NAVs. There are no significant restrictions for these funds and investments may be redeemed with 7 to 65 days notice depending on the fund. There is no intention to sell the investment in these commingled funds.
Private equity and other assets include a diversified group of funds that are primarily classified as NAV assets. These funds primarily invest in limited partnerships, including private equity, private real estate and private credit. Distributions are received through the liquidation of the underlying fund assets over the life of the funds. There are generally no redemption rights. The limited partner must hold the fund for its life or find a third-party buyer, which may need to be approved by the general partner. The funds are established with varied contractual durations generally in the range of 7 years to 12 years. The fund life can often be extended by several years by the general partner, and further extended with the approval of the limited partners. Unfunded commitments related to these investments totaled $190 million and $179 million as of March 31, 2026 and December 31, 2025, respectively.
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Table of Contents
DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
Hedge funds and similar investments utilize a diversified group of strategies that attempt to capture uncorrelated sources of return. These investments include publicly traded mutual funds that are valued using quoted prices in actively traded markets, as well as insurance-linked and asset-backed securities that are valued using quotations from broker or pricing services and limited partnerships that are classified as NAV assets.
For pricing the nuclear decommissioning trusts and other investments, a primary price source is identified by asset type, class, or issue for each security. The trustee monitors prices supplied by pricing services and may use a supplemental price source or change the primary source of a given security if the trustee determines that another price source is considered preferable. The Registrants have obtained an understanding of how these prices are derived, including the nature and observability of the inputs used in deriving such prices.
Derivative Assets and Liabilities
Derivative assets and liabilities are comprised of physical and financial derivative contracts, including futures, forwards, options, and swaps that are both exchange-traded and over-the-counter traded contracts. Various inputs are used to value derivatives depending on the type of contract and availability of market data. Exchange-traded derivative contracts are valued using quoted prices in active markets. The Registrants consider the following criteria in determining whether a market is considered active: frequency in which pricing information is updated, variability in pricing between sources or over time, and the availability of public information. Other derivative contracts are valued based upon a variety of inputs including commodity market prices, broker quotes, interest rates, credit ratings, default rates, market-based seasonality, and basis differential factors. The Registrants monitor the prices that are supplied by brokers and pricing services and may use a supplemental price source or change the primary price source of an index if prices become unavailable or another price source is determined to be more representative of fair value. The Registrants have obtained an understanding of how these prices are derived. Additionally, the Registrants selectively corroborate the fair value of their transactions by comparison of market-based price sources. Mathematical valuation models are used for derivatives for which external market data is not readily observable, such as contracts which extend beyond the actively traded reporting period. The Registrants have established a Risk Management Committee whose responsibilities include directly or indirectly ensuring all valuation methods are applied in accordance with predefined policies. The development and maintenance of the Registrants' forward price curves has been assigned to DTE Energy's Risk Management Department, which is separate and distinct from the trading functions within DTE Energy.
The following table presents the fair value reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basis for DTE Energy:
Three Months Ended March 31, 2026Three Months Ended March 31, 2025
Natural GasElectricityOtherTotalNatural GasElectricityOtherTotal
(In millions)
Net Assets (Liabilities) as of December 31$27 $(19)$11 $19 $(18)$24 $$13 
Transfers into Level 3 from Level 2    — — 
Transfers from Level 3 into Level 2    — — 
Total gains (losses)
Included in earnings(a)
(72)(85)3 (154)(22)(37)— (59)
Recorded in Regulatory liabilities  (3)(3)— — (2)(2)
Purchases, issuances, and settlements
Settlements65 11 (7)69 38 (78)(5)(45)
Net Assets (Liabilities) as of March 31$20 $(93)$4 $(69)$— $(91)$$(89)
Total gains (losses) included in Net Income attributed to the change in unrealized gains (losses) related to assets and liabilities held at March 31(a)
$2 $(53)$ $(51)$(17)$(92)$(1)$(110)
Total gains (losses) included in Regulatory liabilities attributed to the change in unrealized gains (losses) related to assets and liabilities held at March 31$ $ $1 $1 $— $— $— $— 
_______________________________________
(a)Amounts are reflected in Operating Revenues — Non-utility operations and Fuel, purchased power, gas, and other — non-utility in DTE Energy's Consolidated Statements of Operations.
32

Table of Contents
DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
The following table presents the fair value reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basis for DTE Electric:
Three Months Ended March 31,
20262025
(In millions)
Net Assets as of beginning of period$11 $
Total losses recorded in Regulatory liabilities(3)(2)
Purchases, issuances, and settlements
Settlements
(4)(4)
Net Assets as of March 31$4 $
Total gains (losses) included in Regulatory liabilities attributed to the change in unrealized gains (losses) related to assets and liabilities held at March 31$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 market liquidity. Transfers in and transfers out are reflected as if they had occurred at the beginning of the period. There were no transfers from or into Level 3 for DTE Electric during the three months ended March 31, 2026 and 2025.
The following tables present the unobservable inputs related to DTE Energy's Level 3 assets and liabilities:
March 31, 2026
Commodity ContractsDerivative AssetsDerivative LiabilitiesValuation TechniquesUnobservable InputRangeWeighted Average
(In millions)
Natural Gas$99 $(79)Discounted Cash FlowForward basis price (per MMBtu)$(1.18)$4.90 /MMBtu$(0.18)/MMBtu
Electricity$16 $(109)Discounted Cash FlowForward basis price (per MWh)$(40.45)$20.40 /MWh$(9.05)/MWh
December 31, 2025
Commodity ContractsDerivative AssetsDerivative LiabilitiesValuation TechniquesUnobservable InputRangeWeighted Average
(In millions)
Natural Gas$109 $(82)Discounted Cash FlowForward basis price (per MMBtu)$(1.35)$9.33 /MMBtu$(0.13)/MMBtu
Electricity$33 $(52)Discounted Cash FlowForward basis price (per MWh)$(21.82)$17.79 /MWh$(5.58)/MWh
The unobservable inputs used in the fair value measurement of the electricity and natural gas commodity types consist of inputs that are less observable due in part to lack of available broker quotes, supported by little, if any, market activity at the measurement date or are based on internally developed models. Certain basis prices (i.e., the difference in pricing between two locations) included in the valuation of natural gas and electricity contracts were deemed unobservable. The weighted average price for unobservable inputs was calculated using the average of forward price curves for natural gas and electricity and the absolute value of monthly volumes.
The inputs listed above would have had a direct impact on the fair values of the above security types if they were adjusted. A significant increase (decrease) in the basis price would have resulted in a higher (lower) fair value for long positions, with offsetting impacts to short positions.
33

Table of Contents
DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
Fair Value of Financial Instruments
The following table presents the carrying amount and fair value of financial instruments for DTE Energy:
March 31, 2026December 31, 2025
CarryingFair ValueCarryingFair Value
AmountLevel 1Level 2Level 3AmountLevel 1Level 2Level 3
(In millions)
Notes receivable(a), excluding lessor finance leases
$1,513 $ $ $1,500 $1,453 $— $— $1,482 
Short-term borrowings$ $ $ $ $882 $— $882 $— 
Notes payable(b)
$22 $ $ $22 $28 $— $— $28 
Long-term debt(c)
$26,695 $1,234 $22,634 $1,225 $25,123 $1,285 $21,204 $1,351 
_______________________________________
(a)Current portion included in Current Assets — Other on DTE Energy's Consolidated Statements of Financial Position. Carrying value includes credit loss reserves on Notes receivable.
(b)Included in Current Liabilities — Other and Other Liabilities — Other on DTE Energy's Consolidated Statements of Financial Position.
(c)Includes debt due within one year and excludes finance lease obligations. Carrying value also includes unamortized debt discounts and issuance costs.
The following table presents the carrying amount and fair value of financial instruments for DTE Electric:
March 31, 2026December 31, 2025
CarryingFair ValueCarryingFair Value
AmountLevel 1Level 2Level 3AmountLevel 1Level 2Level 3
(In millions)
Notes receivable — Affiliates$228 $ $ $228 $— $— $— $— 
Notes receivable — Other(a)
$289 $ $ $309 $274 $— $— $289 
Short-term borrowings — Other$ $ $ $ $652 $— $652 $— 
Notes payable(b)
$16 $ $ $16 $24 $— $— $24 
Long-term debt(c)
$14,733 $ $13,420 $131 $13,165 $— $12,048 $131 
_______________________________________
(a)Noncurrent portion included in Other Assets — Other on DTE Electric's Consolidated Statements of Financial Position.
(b)Included in Current Liabilities — Other and Other Liabilities — Other on DTE Electric's Consolidated Statements of Financial Position.
(c)Includes debt due within one year and excludes finance lease obligations. Carrying value also includes unamortized debt discounts and issuance costs.
For further fair value information on financial and derivative instruments, see Note 8 to the Consolidated Financial Statements, "Financial and Other Derivative Instruments."
Nuclear Decommissioning Trust Funds
DTE Electric has a legal obligation to decommission its nuclear power plants following the expiration of its operating licenses. This obligation is reflected as an Asset retirement obligation on DTE Electric's Consolidated Statements of Financial Position. Rates approved by the MPSC provide for the recovery of decommissioning costs of Fermi 2 and the disposal of low-level radioactive waste.
The following table summarizes DTE Electric's fair value of the nuclear decommissioning trust fund assets:
March 31, 2026December 31, 2025
(In millions)
Fermi 2$2,569 $2,523 
Fermi 13 
Low-level radioactive waste27 26 
$2,599 $2,552 
34

Table of Contents
DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
The costs of securities sold are determined on the basis of specific identification. The following table sets forth DTE Electric's gains and losses and proceeds from the sale of securities by the nuclear decommissioning trust funds:
Three Months Ended March 31,
20262025
(In millions)
Realized gains$22 $
Realized losses$(8)$(8)
Proceeds from sale of securities$213 $139 
Realized gains and losses from the sale of securities and unrealized gains and losses incurred by the Fermi 2 trust are recorded to Regulatory assets and the Nuclear decommissioning liability. Realized gains and losses from the sale of securities and unrealized gains and losses on the low-level radioactive waste funds are recorded to the Nuclear decommissioning liability.
The following table sets forth DTE Electric's fair value and unrealized gains and losses for the nuclear decommissioning trust funds:
March 31, 2026December 31, 2025
Fair
Value
Unrealized
Gains
Unrealized
Losses
Fair
Value
Unrealized
Gains
Unrealized
Losses
(In millions)
Equity securities$1,195 $767 $(13)$1,188 $742 $(10)
Fixed income securities761 25 (19)726 25 (17)
Private equity and other368 131 (8)358 125 (7)
Hedge funds and similar investments245 7 (10)245 (6)
Cash equivalents30   35 — — 
$2,599 $930 $(50)$2,552 $900 $(40)
The following table summarizes the fair value of the fixed income securities held in nuclear decommissioning trust funds by contractual maturity:
March 31, 2026
(In millions)
Due within one year$18 
Due after one through five years99 
Due after five through ten years139 
Due after ten years369 
$625 
Fixed income securities held in nuclear decommissioning trust funds include $136 million of non-publicly traded commingled funds that do not have a contractual maturity date.
Other Securities
At March 31, 2026 and December 31, 2025, DTE Energy securities included in Other investments on the Consolidated Statements of Financial Position consisted primarily of investments within DTE Energy's rabbi trust. The rabbi trust is comprised primarily of trading securities recorded at fair value, as well as debt securities classified as held-to-maturity and recorded at amortized cost. The trust was established to fund certain non-qualified pension benefits, and therefore changes in market value of the trading securities and interest on the held-to-maturity securities are recognized in earnings. Gains and losses are allocated from DTE Energy to DTE Electric and are included in Other Income or Other Expense, respectively, in the Registrants' Consolidated Statements of Operations. Gains (losses) related to the trading securities were immaterial for the three months ended March 31, 2026 and 2025.

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Table of Contents
DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
NOTE 8 — FINANCIAL AND OTHER DERIVATIVE INSTRUMENTS
The Registrants recognize all derivatives at their fair value as Derivative assets or liabilities on their respective Consolidated Statements of Financial Position unless they qualify for certain scope exceptions, including the normal purchases and normal sales exception. Further, derivatives that qualify and are designated for hedge accounting are classified as either hedges of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge); or as hedges of the fair value of a recognized asset or liability or of an unrecognized firm commitment (fair value hedge). For cash flow hedges, the derivative gain or loss is deferred in Accumulated other comprehensive income (loss) and later reclassified into earnings when the underlying transaction occurs. For fair value hedges, changes in fair values for the derivative and hedged item are recognized in earnings each period. For derivatives that do not qualify or are not designated for hedge accounting, changes in fair value are recognized in earnings each period.
The Registrants' primary market risk exposure is associated with commodity prices, credit, and interest rates. The Registrants have risk management policies to monitor and manage market risks. The Registrants use derivative instruments to manage some of the exposure. DTE Energy uses derivative instruments for trading purposes in its Energy Trading segment. Contracts classified as derivative instruments include electricity, natural gas, oil, certain environmental contracts, forwards, futures, options, swaps, and foreign currency exchange contracts. Items not classified as derivatives include natural gas and environmental inventory, pipeline transportation contracts, certain environmental contracts, and natural gas storage assets.
DTE Electric — DTE Electric generates, purchases, distributes, and sells electricity. DTE Electric uses forward contracts to manage changes in the price of electricity and fuel. Substantially all of these contracts meet the normal purchases and normal sales exception and are therefore accounted for under the accrual method. Other derivative contracts are MTM and recoverable through the PSCR mechanism when settled. This results in the deferral of unrealized gains and losses as Regulatory assets or liabilities until realized.
DTE Gas — DTE Gas purchases, stores, transports, distributes, and sells natural gas, and buys and sells transportation and storage capacity. DTE Gas has fixed-priced contracts for portions of its expected natural gas supply requirements through March 2029. Substantially all of these contracts meet the normal purchases and normal sales exception and are therefore accounted for under the accrual method. Forward transportation and storage contracts are generally not derivatives and are therefore accounted for under the accrual method.
DTE Vantage — DTE Vantage manages and operates renewable gas recovery projects, power generation assets, and other customer specific energy solutions. Long-term contracts and hedging instruments are used in the marketing and management of the segment assets. These contracts and hedging instruments are generally not derivatives and are therefore accounted for under the accrual method.
Energy Trading — Commodity Price Risk — Energy Trading markets and trades electricity, natural gas physical products, and energy financial instruments, and provides energy and asset management services utilizing energy commodity derivative instruments. Forwards, futures, options, and swap agreements are used to manage exposure to the risk of market price and volume fluctuations in its operations. These derivatives are accounted for by recording changes in fair value to earnings unless hedge accounting criteria are met.
Energy Trading — Foreign Currency Exchange Risk — Energy Trading has foreign currency exchange forward contracts to economically hedge fixed Canadian dollar commitments existing under natural gas and power purchase and sale contracts and natural gas transportation contracts. Energy Trading enters into these contracts to mitigate price volatility with respect to fluctuations of the Canadian dollar relative to the U.S. dollar. These derivatives are accounted for by recording changes in fair value to earnings unless hedge accounting criteria are met.
Corporate and Other — Interest Rate Risk — DTE Energy may use interest rate swaps, treasury locks, and other derivatives to hedge the risk associated with interest rate market volatility.
Credit Risk — DTE Energy maintains credit policies that significantly minimize overall credit risk. These policies include an evaluation of potential customers’ and counterparties’ financial condition, including the viability of underlying productive assets, credit rating, collateral requirements, or other credit enhancements such as letters of credit or guarantees. DTE Energy generally uses standardized agreements that allow the netting of positive and negative transactions associated with a single counterparty. DTE Energy maintains a provision for credit losses based on factors surrounding the credit risk of its customers, historical trends, and other information. Based on DTE Energy's credit policies and its March 31, 2026 provision for credit losses, DTE Energy’s exposure to counterparty nonperformance is not expected to have a material adverse effect on DTE Energy's Consolidated Financial Statements.
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Table of Contents
DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
Derivative Activities
DTE Energy manages its MTM risk on a portfolio basis based upon the delivery period of its contracts and the individual components of the risks within each contract. Accordingly, it records and manages the energy purchase and sale obligations under its contracts in separate components based on the commodity (e.g. electricity or natural gas), the product (e.g. electricity for delivery during peak or off-peak hours), the delivery location (e.g. by region), the risk profile (e.g. forward or option), and the delivery period (e.g. by month and year). The following describes the categories of activities represented by their operating characteristics and key risks:
Asset Optimization — Represents derivative activity associated with assets owned and contracted by DTE Energy, including forward natural gas purchases and sales, natural gas transportation, and storage capacity. Changes in the value of derivatives in this category typically economically offset changes in the value of underlying non-derivative positions, which do not qualify for fair value accounting. The difference in accounting treatment of derivatives in this category and the underlying non-derivative positions can result in significant earnings volatility.
Marketing and Origination — Represents derivative activity transacted by originating substantially hedged positions with wholesale energy marketers, producers, end-users, utilities, retail aggregators, and alternative energy suppliers.
Fundamentals Based Trading — Represents derivative activity transacted with the intent of taking a view, capturing market price changes, or putting capital at risk. This activity is speculative in nature as opposed to hedging an existing exposure.
Other — Includes derivative activity at DTE Electric related to FTRs. Changes in the value of derivative contracts at DTE Electric are recorded as Derivative assets or liabilities, with an offset to Regulatory assets or liabilities as the settlement value of these contracts will be included in the PSCR mechanism when realized.
The following table presents the fair value of derivative instruments for DTE Energy:
March 31, 2026December 31, 2025
Derivative
Assets
Derivative LiabilitiesDerivative
Assets
Derivative Liabilities
(In millions)
Derivatives designated as hedging instruments
  Interest rate contracts $8 $ $$— 
  Foreign currency exchange contracts (1) (1)
Total derivatives designated as hedging instruments$8 $(1)$3 $(1)
Derivatives not designated as hedging instruments
Commodity contracts
Natural gas$289 $(333)$372 $(329)
Electricity357 (370)275 (235)
Environmental & Other68 (46)57 (32)
Foreign currency exchange contracts1  — — 
Total derivatives not designated as hedging instruments$715 $(749)$704 $(596)
Current$536 $(556)$482 $(413)
Noncurrent187 (194)225 (184)
Total derivatives$723 $(750)$707 $(597)
The fair value of derivative instruments at DTE Electric was $4 million and $11 million at March 31, 2026 and December 31, 2025, respectively, comprised of FTRs recorded to Current Assets — Other on the Consolidated Statements of Financial Position and not designated as hedging instruments.
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Table of Contents
DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
Certain of DTE Energy's derivative positions are subject to netting arrangements which provide for offsetting of asset and liability positions as well as related cash collateral. Such netting arrangements generally do not have restrictions. Under such netting arrangements, DTE Energy offsets the fair value of derivative instruments with cash collateral received or paid for those contracts executed with the same counterparty, which reduces DTE Energy's Total Assets and Liabilities. Cash collateral is allocated between the fair value of derivative instruments and customer accounts receivable and payable with the same counterparty on a pro-rata basis to the extent there is exposure. Any cash collateral remaining, after the exposure is netted to zero, is reflected in Accounts receivable and Accounts payable as collateral paid or received, respectively.
DTE Energy also provides and receives collateral in the form of letters of credit which can be offset against net Derivative assets and liabilities as well as Accounts receivable and payable. DTE Energy had letters of credit of $2 million issued and outstanding at March 31, 2026 and December 31, 2025, which could be used to offset net Derivative liabilities. Letters of credit received from third parties which could be used to offset net Derivative assets were $16 million at March 31, 2026 and $17 million at December 31, 2025. Such balances of letters of credit are excluded from the tables below and are not netted with the recognized assets and liabilities in DTE Energy's Consolidated Statements of Financial Position.
For contracts with certain clearing agents, the fair value of derivative instruments is netted against realized positions with the net balance reflected as either 1) a Derivative asset or liability or 2) an Account receivable or payable. Other than certain clearing agents, Accounts receivable and Accounts payable that are subject to netting arrangements have not been offset against the fair value of Derivative assets and liabilities.
The following table presents net cash collateral offsetting arrangements for DTE Energy:
March 31, 2026December 31, 2025
(In millions)
Cash collateral netted against Derivative assets$(18)$(35)
Cash collateral netted against Derivative liabilities44 
Cash collateral recorded in Accounts receivable(a)
30 20 
Cash collateral recorded in Accounts payable(a)
(13)(28)
Total net cash collateral posted (received)$43 $(38)
_______________________________________
(a)Amounts are recorded net by counterparty.
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Table of Contents
DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
The following table presents the netting offsets of Derivative assets and liabilities for DTE Energy:
March 31, 2026December 31, 2025
Gross Amounts of Recognized Assets (Liabilities)Gross Amounts Offset in the Consolidated Statements of Financial PositionNet Amounts of Assets (Liabilities) Presented in the Consolidated Statements of Financial PositionGross Amounts of Recognized Assets (Liabilities)Gross Amounts Offset in the Consolidated Statements of Financial PositionNet Amounts of Assets (Liabilities) Presented in the Consolidated Statements of Financial Position
(In millions)
Derivative assets
Commodity contracts(a)
Natural gas$289 $(170)$119 $372 $(235)$137 
Electricity357 (285)72 275 (194)81 
Environmental & Other68 (64)4 57 (46)11 
Interest rate contracts 8  8  
Foreign currency exchange contracts1  1 — — — 
Total derivative assets$723 $(519)$204 $707 $(475)$232 
Derivative liabilities
Commodity contracts(a)
Natural gas$(333)$210 $(123)$(329)$227 $(102)
Electricity(370)280 (90)(235)186 (49)
Environmental & Other(46)55 9 (32)32 — 
Foreign currency exchange contracts(1) (1)(1)— (1)
Total derivative liabilities$(750)$545 $(205)$(597)$445 $(152)
_______________________________________
(a)For contracts with a clearing agent, DTE Energy nets all activity across commodities. This can result in some individual commodities having a contra balance.
The following table presents the netting offsets of Derivative assets and liabilities showing the reconciliation of derivative instruments to DTE Energy's Consolidated Statements of Financial Position:
March 31, 2026December 31, 2025
Derivative AssetsDerivative LiabilitiesDerivative AssetsDerivative Liabilities
CurrentNoncurrentCurrentNoncurrentCurrentNoncurrentCurrentNoncurrent
(In millions)
Total fair value of derivatives$536 $187 $(556)$(194)$482 $225 $(413)$(184)
Counterparty netting(383)(118)383 118 (325)(115)325 115 
Collateral adjustment(16)(2)29 15 (14)(21)
Total derivatives as reported$137 $67 $(144)$(61)$143 $89 $(86)$(66)
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Table of Contents
DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
The effect of derivatives not designated as hedging instruments on DTE Energy's Consolidated Statements of Operations is as follows:
Location of Gain (Loss) Recognized in Income on DerivativesGain (Loss) Recognized in Income on Derivatives for the Three Months Ended March 31,
20262025
(In millions)
Commodity contracts
Natural gasOperating Revenues — Non-utility operations$(112)$94 
Natural gasFuel, purchased power, gas, and other — non-utility25 (100)
ElectricityOperating Revenues — Non-utility operations(53)45 
Environmental & OtherOperating Revenues — Non-utility operations4 
Foreign currency exchange contractsOperating Revenues — Non-utility operations1 — 
Total$(135)$48 
Revenues and energy costs related to trading contracts are presented on a net basis in DTE Energy's Consolidated Statements of Operations. Commodity derivatives used for trading purposes, and financial non-trading commodity derivatives, are accounted for using the MTM method with unrealized and realized gains and losses recorded in Operating Revenues — Non-utility operations. Non-trading physical commodity sale and purchase derivative contracts are generally accounted for using the MTM method with unrealized and realized gains and losses for sales recorded in Operating Revenues — Non-utility operations and purchases recorded in Fuel, purchased power, gas, and other — non-utility.
The following represents the cumulative gross volume of DTE Energy's derivative contracts outstanding as of March 31, 2026:
CommodityNumber of Units
Natural gas (MMBtu)2,631,297,631 
Electricity (MWh)48,023,462 
Foreign currency exchange ($ CAD)83,060,811 
FTR (MWh)31,491 
Renewable Energy Certificates (MWh)13,528,697 
Carbon emissions (Metric Tons)817,859 
Interest rate contracts ($ USD)550,000,000 
Various subsidiaries and equity investees of DTE Energy have entered into derivative and non-derivative contracts which contain ratings triggers and are guaranteed by DTE Energy. These contracts contain provisions which allow the counterparties to require that DTE Energy post cash or letters of credit as collateral in the event that DTE Energy’s credit rating is downgraded below investment grade. Certain of these provisions (known as "hard triggers") state specific circumstances under which DTE Energy can be required to post collateral upon the occurrence of a credit downgrade, while other provisions (known as "soft triggers") are not as specific. For contracts with soft triggers, it is difficult to estimate the amount of collateral which may be requested by counterparties and/or which DTE Energy may ultimately be required to post. The amount of such collateral which could be requested fluctuates based on commodity prices (primarily natural gas, power, and environmental) and the provisions and maturities of the underlying transactions. As of March 31, 2026, DTE Energy's contractual obligation to post collateral in the form of cash or letters of credit in the event of a downgrade to below investment grade, under both hard trigger and soft trigger provisions, was $459 million.
As of March 31, 2026, DTE Energy had $667 million of derivatives in net liability positions, for which hard triggers exist. There is no collateral that has been posted against such liabilities, including cash and letters of credit. Associated derivative net asset positions for which contractual offset exists were $492 million. The net remaining amount of $175 million is derived from the $459 million noted above.

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Table of Contents
DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
NOTE 9 — LONG-TERM FINANCINGS
Debt Issuances
Refer to the table below for debt issued through March 31, 2026:
CompanyMonthTypeInterest RateMaturity DateAmount
(In millions)
DTE ElectricFebruary
Mortgage Bonds(a)
4.85%2036$800 
DTE ElectricFebruary
Mortgage Bonds(a)
5.55%2056800 
$1,600 
_______________________________________
(a)Proceeds used for the repayment of short-term borrowings, for capital expenditures, and for other general corporate purposes.
Debt Redemptions
Refer to the table below for debt redeemed through March 31, 2026:
CompanyMonthTypeInterest RateMaturity DateAmount
(In millions)
DTE ElectricMarchSecuritization Bonds5.97%2026$16 
Equity At-the-Market Program
In December 2025, DTE Energy filed a prospectus supplement and executed an Equity Distribution Agreement, pursuant to which DTE Energy may sell, from time to time, up to an aggregate $1.5 billion of its common stock through an at-the-market program, including an equity forward sales component. During the three months ended March 31, 2026, DTE Energy entered into equity forward sale agreements for approximately 2.5 million shares at a weighted average forward price of $144.41 as of March 31, 2026, which includes expected sales commissions. There were no issuances under the ATM program for the three months ended March 31, 2026.
The forward sale agreements require DTE Energy to, at its election prior to December 31, 2026, either (i) physically settle the transactions by issuing shares of its Common stock to the forward counterparties in exchange for net proceeds at the then-applicable forward sale price specified by the agreements or (ii) net settle the transactions in whole or in part through the delivery to the forward counterparties or receipt from the forward counterparties of cash or shares in accordance with the provisions of the agreements.
No amounts have been or will be recorded on DTE Energy's Consolidated Financial Statements until settlements of the equity forward sale agreements occur. The initial forward sale prices are subject to daily adjustments prior to settlement. Until settlement of the equity forwards, earnings per share dilution resulting from the agreements, if any, will be determined under the treasury stock method. Refer to Note 6 to the Consolidated Financial Statements, "Earnings per Share," for additional information regarding the diluted earnings per share calculation.

NOTE 10 — SHORT-TERM CREDIT ARRANGEMENTS AND BORROWINGS
DTE Energy, DTE Electric, and DTE Gas have unsecured revolving credit agreements that can be used for general corporate borrowings, but are intended to provide liquidity support for each of the companies’ commercial paper programs. Borrowings under the revolvers are available at prevailing short-term interest rates. Letters of credit of up to $500 million may also be issued under the DTE Energy revolver. DTE Energy and DTE Electric also have other facilities to support letter of credit issuance and increase liquidity.
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Table of Contents
DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
The unsecured revolving credit agreements require a total funded debt to capitalization ratio of no more than 0.70 to 1 for DTE Energy and 0.65 to 1 for DTE Electric and DTE Gas. In the agreements, "total funded debt" means all indebtedness of each respective company and their consolidated subsidiaries, including finance lease obligations, hedge agreements, and guarantees of third parties’ debt, but excluding contingent obligations, nonrecourse and junior subordinated debt, and certain equity-linked securities and, except for calculations at the end of the second quarter, certain DTE Gas short-term debt. "Capitalization" means the sum of (a) total funded debt plus (b) "consolidated net worth," which is equal to consolidated total equity of each respective company and their consolidated subsidiaries (excluding pension effects under certain FASB statements), as determined in accordance with accounting principles generally accepted in the United States of America. At March 31, 2026, the total funded debt to total capitalization ratios for DTE Energy, DTE Electric, and DTE Gas were 0.67 to 1, 0.53 to 1, and 0.48 to 1, respectively, and were in compliance with this financial covenant.
The availability under these facilities as of March 31, 2026 is shown in the following table:
DTE EnergyDTE ElectricDTE GasTotal
(In millions)
Unsecured revolving credit facility, expiring October 2030$1,500 $1,000 $300 $2,800 
Unsecured letter of credit facility, expiring June 2026(a)
150 — — 150 
Unsecured letter of credit facility, expiring February 2027200 — — 200 
Unsecured letter of credit facilities, expiring June 2028150 — — 150 
Unsecured letter of credit facility(b)
— 75 — 75 
Unsecured letter of credit facilities, expiring December 2026— 150 — 150 
Unsecured letter of credit facility(b)
— 225 — 225 
Unsecured letter of credit facility(c)
— 150 — 150 
2,000 1,600 300 3,900 
Amounts outstanding at March 31, 2026
Letters of credit364 414 — 778 
364 414 — 778 
Net availability at March 31, 2026$1,636 $1,186 $300 $3,122 
_______________________________________
(a)Uncommitted letter of credit facility.
(b)Uncommitted letter of credit facility with automatic renewal provision and therefore no expiration. DTE Energy may also utilize availability under this facility.
(c)Uncommitted letter of credit facility with automatic renewal provision and therefore no expiration.
In February 2026, DTE Energy entered into two unsecured term loan agreements for a total of $550 million and borrowed the full amount under each agreement. The term loans contain terms and conditions consistent with those of DTE Energy's unsecured revolving credit agreements. In March 2026, full repayment of the $550 million term loans was made.
In conjunction with maintaining certain exchange-traded risk management positions, DTE Energy may be required to post collateral with a clearing agent. DTE Energy has a demand financing agreement with its clearing agent, which allows the right of setoff with posted collateral. At March 31, 2026, the capacity under the facility was $200 million. The amounts outstanding under demand financing agreements were $110 million and $94 million at March 31, 2026 and December 31, 2025, respectively, and were fully offset by posted collateral.

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Table of Contents
DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
NOTE 11 — LEASES
Lessor
DTE Energy’s lease income associated with operating leases, included in Operating Revenues — Non-utility operations in the Consolidated Statements of Operations, was as follows:
Three Months Ended March 31,
20262025
(In millions)
Fixed payments$4 $
Variable payments8 11 
$12 $15 

NOTE 12 — COMMITMENTS AND CONTINGENCIES
Environmental
DTE Electric
Air — DTE Electric is subject to the EPA ozone and fine particulate transport and acid rain regulations that limit power plant emissions of SO2 and NOX. The EPA and the state of Michigan have also issued emission reduction regulations relating to ozone, fine particulate, regional haze, mercury, and other air pollution. These rules have led to controls on fossil-fueled power plants to reduce SO2, NOX, mercury, and other emissions. Additional rule making may occur over the next few years which could require additional controls for SO2, NOX, and other hazardous air pollutants.
In March 2024, the EPA finalized the NAAQS for fine particulate matter, particles of pollution with diameters generally 2.5 micrometers and smaller (PM2.5). It is likely that areas of Michigan in which DTE Electric operates will be designated as non-attainment in the future, and the state will be required to develop a SIP for such areas. However, the EPA has announced its intention to review the standard. No impact is expected in the near term, and any long-term financial impacts cannot be assessed at this time.
In April 2024, the EPA finalized new rules to address emissions of GHGs from existing, new, modified, or reconstructed sources in the power sector. In June 2025, the EPA proposed a rule to repeal the GHG standards along with an alternative to eliminate various portions of the standards. The EPA intends to finalize the repeal or alternative in 2026. The financial impacts of the new rules are still being assessed.
Pending or future legislation or other regulatory actions could have a material impact on DTE Electric's operations and financial position and the rates charged to its customers. Potential impacts include expenditures for environmental equipment beyond what is currently planned, financing costs related to additional capital expenditures, the purchase of emission credits from market sources, higher costs of purchased power, and the retirement of facilities where control equipment is not economical. DTE Electric would seek to recover these incremental costs through increased rates charged to its utility customers, as authorized by the MPSC.
To comply with air pollution requirements, DTE Electric has spent approximately $2.4 billion. DTE Electric does not anticipate additional capital expenditures for air pollution requirements, subject to the results of future rulemakings.
Water — In response to EPA regulations and in accordance with the Clean Water Act section 316(b), DTE Electric was required to examine alternatives for reducing the environmental impacts of the cooling water intake structures at several of its facilities. A final rule became effective in October 2014, which required studies to be completed and submitted as part of the NPDES permit application process to determine the type of technology needed to reduce impacts to fish. DTE Electric has completed the required studies and submitted reports for most of its generation plants, and a final study was submitted to EGLE in April 2025 for Monroe power plant. Final compliance for the installation of any required technology to reduce the impacts of water intake structures will be determined by the state on a case by case, site specific basis.
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Table of Contents
DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
As part of the Monroe power plant NPDES permit, EGLE has added an option to evaluate the thermal discharge of the facility as it relates to Clean Water Act section 316(a) regulations in order to establish an appropriate temperature discharge limit. DTE Electric has completed biological studies in accordance with an EGLE approved study plan to evaluate the thermal discharge impacts to an aquatic community. The data is being processed and compiled into a comprehensive report. At the present time, DTE Electric cannot predict the outcome of this evaluation or financial impact.
Contaminated and Other Sites — Prior to the construction of major interstate natural gas pipelines, gas for heating and other uses was manufactured locally from processes involving coal, coke, or oil. The facilities, which produced gas, have been designated as MGP sites. DTE Electric conducted remedial investigations at contaminated sites, including three former MGP sites. The investigations at the former MGP sites have revealed contamination related to the by-products of gas manufacturing. Cleanup of one of the MGP sites is complete, and that site is closed. DTE Electric has also completed partial closure of one additional site. Cleanup activities associated with the remaining sites will continue over the next several years. In addition to the MGP sites, DTE Electric is also in the process of cleaning up other contaminated sites, including the area surrounding an ash landfill, electrical distribution substations, electric generating power plants, and underground and above ground storage tank locations. The findings of these investigations indicated that the estimated cost to remediate these sites is expected to be incurred over the next several years. At both March 31, 2026 and December 31, 2025, DTE Electric had $10 million accrued for remediation. These costs are not discounted to their present value. Any change in assumptions, such as remediation techniques, nature and extent of contamination, and regulatory requirements, could impact the estimate of remedial action costs for the sites and affect DTE Electric’s financial position and cash flows. DTE Electric believes the likelihood of a material change to the accrued amount is remote based on current knowledge of the conditions at each site.
Coal Combustion Residuals and Effluent Limitations Guidelines — A final EPA rule for the disposal of coal combustion residuals, commonly known as coal ash, became effective in October 2015 and has continued to be updated in subsequent years. The rule is based on the continued listing of coal ash as a non-hazardous waste and relies on various self-implementation design and performance standards. DTE Electric currently owns and operates multiple coal ash storage facilities to manage coal ash from coal-fired power plants that are subject to federal, state, and local CCR and solid waste regulations. At certain facilities, the rule required ongoing sampling and testing of monitoring wells, compliance with groundwater standards, and closure.
On May 8, 2024, the EPA finalized a new rule to regulate legacy CCR surface impoundments and CCR management units. The rule expands the reach of the CCR rule to inactive electric generation sites and previously unregulated CCR at any active facility. The rule also extends the dewatering and stabilization criteria of the closure in place performance standards to existing CCR landfills. DTE Electric has no legacy CCR surface impoundments, but has other regulated CCR units and is evaluating sites for CCR management units. Challenges to the rule have been filed, and DTE Electric will continue to monitor for regulatory developments. The D.C. Circuit Court has held the pending litigation in abeyance to accommodate the EPA's reconsideration of the rule. The EPA recently announced their desire to revise the CCR regulations. While a draft is currently under interagency review with the Office of Management and Budget, the effective date and extent of any revisions are unknown. In February 2026, the EPA published a rule that extends certain compliance deadlines for CCR management units until 2027 and beyond. The current cost estimate to comply with the revised rule is approximately $415 million as of March 31, 2026, and is recorded to Asset retirement obligations. The estimate will continue to be updated as necessary when site-specific details are more fully known. These costs are expected to be recoverable under the regulatory construct as part of removal costs.
At the state level, legislation was signed in December 2018 and provides for further regulation of the CCR program in Michigan. Additionally, the statutory revision provides the basis of a CCR program that EGLE has submitted to the EPA for approval to fully regulate the CCR program in Michigan in lieu of a federal permit program. The EPA is currently working with EGLE in reviewing the submitted state program, and DTE Electric will work with EGLE to implement the state program that may be approved in the future.
The EPA updated and revised the ELG in 2015, 2020, and 2024. In each revision, the EPA has re-established technology-based standards applicable to wastewaters created at facilities with an electrical generating unit. In each revision, as well as an additional 2025 revision, the EPA also established new applicability dates.
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Table of Contents
DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
The Reconsideration Rule, finalized in 2020, provided additional opportunities by finalizing a group of compliance subcategories that provided cessation of coal as a compliance option. Additionally, the 2020 Reconsideration Rule established the Voluntary Incentives Program (VIP) for FGD wastewater compliance only. If a facility applies for the VIP, they must meet more stringent standards, but are allowed an extended time period to meet the compliance requirements by December 1, 2028. The Reconsideration Rule provided these new opportunities for DTE Electric to evaluate existing ELG compliance strategies and make any necessary adjustments to ensure full compliance with the ELGs in a cost-effective manner.
Compliance schedules for individual facilities and individual waste streams are determined through issuance of new NPDES permits by the state of Michigan. The state of Michigan issued an NPDES permit for the Belle River power plant establishing compliance deadlines based on the 2020 Reconsideration Rule. On October 11, 2021, DTE Electric submitted a Notice of Planned Participation (NOPP) to the state of Michigan that formally announced the intent to pursue compliance subcategories as ELG compliance options: the cessation of coal at the Belle River power plant no later than December 31, 2028 and the VIP for FGD wastewater at Monroe power plant by December 31, 2028.
The EPA also finalized Supplemental ELG Rules on May 9, 2024 which were further amended on December 31, 2025. This updated the regulations from the 2020 Reconsideration Rule for FGD wastewater, bottom ash transport water (BATW), combustion residual leachate (CRL), and legacy wastewater (LWW). The supplemental rule established new technology-based effluent limitations guidelines and standards applicable to FGD wastewater, BATW, CRL, and LWW. DTE Electric achieved BATW compliance in 2025. FGD wastewater retrofits must be completed as soon as possible, beginning July 8, 2024 and no later than December, 31 2034 or December 31, 2029 if a permittee is pursuing the VIP subcategory for FGD wastewater. The Cessation of Coal compliance subcategory and VIP from the 2020 Reconsideration Rule were maintained in the 2024 and 2025 Supplemental Rule and continue to be a fundamental component of DTE Electric's ELG compliance strategy. At this time, DTE Electric cannot predict effective dates for any revisions or their financial impacts.
DTE Electric's compliance strategy includes the conversion of the two generating units at the Belle River power plant to a natural gas peaking resource, which was included in the NOPP filed in 2021. One unit is nearing completion of conversion with the second unit expected to be complete by the end of 2026. DTE Electric also submitted a NOPP for the cessation of coal compliance subcategory for generating units 3 and 4 at the Monroe power plant to retire in 2028. DTE Electric plans to retire Monroe's generating units 1 and 2 in 2032.
DTE Electric continues to evaluate compliance strategies, technologies and system designs to achieve compliance with the EPA rules at the Monroe power plant in accordance with the VIP subcategory for FGD for Monroe's generating units 1 and 2. Additionally, DTE Electric is evaluating compliance strategies and options to address new requirement and deadlines for other wastewater streams in the 2024 Supplemental Rule and 2025 Deadline Extension Rule at both Belle River Power Plant and Sibley Quarry.
DTE Electric currently estimates the impact of the CCR and ELG rules to be $369 million of capital expenditures through 2030. This estimate may change in future periods as DTE Electric evaluates the CCR and ELG rules discussed above that have recently been finalized.
DTE Gas
Contaminated and Other Sites — DTE Gas owns or previously owned 14 former MGP sites. Investigations have revealed contamination related to the by-products of gas manufacturing at each site. Cleanup of eight MGP sites is complete and those sites are closed. DTE Gas has also completed partial closure of five additional sites. Cleanup activities associated with the remaining sites will continue over the next several years. The MPSC has established a cost deferral and rate recovery mechanism for investigation and remediation costs incurred at former MGP sites. In addition to the MGP sites, DTE Gas is also in the process of cleaning up other contaminated sites, including gate stations, gas pipeline releases, and underground storage tank locations. At both March 31, 2026 and December 31, 2025, DTE Gas had $25 million accrued for remediation. These costs are not discounted to their present value. Any change in assumptions, such as remediation techniques, nature and extent of contamination, and regulatory requirements, could impact the estimate of remedial action costs for the sites and affect DTE Gas' financial position and cash flows. DTE Gas anticipates the cost amortization methodology approved by the MPSC, which allows for amortization of the MGP costs over a ten-year period beginning with the year subsequent to the year the MGP costs were incurred, will prevent the associated investigation and remediation costs from having a material adverse impact on DTE Gas' results of operations.
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Table of Contents
DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
Air — In March 2023, the EPA published the Good Neighbor Rule, which includes provisions for compressor engines operated for the transportation of natural gas. In June 2024, the United States Supreme Court issued an opinion granting emergency applications to stay the Good Neighbor Rule. The stay will remain in effect during other litigation. The status of the rule remains uncertain as litigation is ongoing. At this time, DTE Gas does not expect a significant financial impact.
As noted above for DTE Electric, the EPA finalized the NAAQS for fine particulate matter in March 2024. It is likely that areas of Michigan in which DTE Gas operates will be designated as non-attainment in the future and the state will be required to develop a SIP for such areas. However, the EPA has announced its intention to review the standard. No impact is expected in the near term, and any long-term financial impacts cannot be assessed at this time.
Non-utility
DTE Energy's non-utility businesses are subject to a number of environmental laws and regulations dealing with the protection of the environment from various pollutants.
In March 2019, the EPA issued an FOV to EES Coke Battery, LLC ("EES Coke"), the Michigan coke battery facility that is a wholly-owned subsidiary of DTE Energy, alleging that the 2008 and 2014 permits issued by EGLE did not comply with the Clean Air Act. In September 2020, the EPA issued another FOV alleging EES Coke's 2018 and 2019 SO2 emissions exceeded projections and hence violated non-attainment new source review permitting requirements. EES Coke evaluated the EPA's alleged violations and believes that the permits approved by EGLE complied with the Clean Air Act. EES Coke responded to the EPA's September 2020 allegations demonstrating its actual emissions are compliant with non-attainment new source review requirements. On June 1, 2022, the U.S. Department of Justice ("DOJ"), on behalf of the EPA, filed a complaint against EES Coke in the U.S. District Court for the Eastern District of Michigan alleging that EES Coke failed to comply with non-attainment new source review requirements under the Clean Air Act when it applied for the 2014 permit. In November 2022, the Sierra Club and City of River Rouge were granted intervention. On May 20, 2024, the court granted a motion allowing the DOJ to amend their complaint to add EES Coke's parent entities, including DTE Energy, as defendants. The parent entities were added in an attempt to share in any potential liability; there are no additional claims alleged. The EPA filed a motion for partial summary judgment on liability that was granted by the trial court on August 25, 2025. EES Coke sought certification for an interlocutory appeal to the Sixth Circuit Court of Appeals, which was denied on September 12, 2025. Trial was held on remedies and parent liability, and concluded on September 29, 2025. Final briefs were submitted in the case on December 5, 2025. On February 17, 2026, the trial court issued an order imposing a $100 million civil penalty on the defendants, including DTE Energy. The court also ordered the defendants to seek a permit for the installation of pollution controls and to establish and fund an action committee for community air quality improvement projects for an additional $20 million. DTE Energy accrued $112 million during the first quarter of 2026 to bring the total accrual for the order to $120 million as of March 31, 2026. The defendants will appeal this judgment and cannot predict the final outcome or additional financial impact of this matter.
Other
In 2010, the EPA finalized a new one-hour SO2 ambient air quality standard that requires states to submit plans and associated timelines for non-attainment areas that demonstrate attainment with the new SO2 standard in phases. Phase 1 addresses non-attainment areas designated based on ambient monitoring data. Phase 2 addresses non-attainment areas with large sources of SO2 and modeled concentrations exceeding the National Ambient Air Quality Standards for SO2. Phase 3 addresses smaller sources of SO2 with modeled or monitored exceedances of the new SO2 standard.
Michigan's Phase 1 non-attainment area included DTE Energy facilities. However, the EPA published a Federal Implementation Plan (FIP) for the area in June 2022 that did not impact any DTE Energy facilities. It is also not expected that Phase 3 will have any impact on DTE Energy.
Michigan's Phase 2 non-attainment area includes DTE Electric facilities in St. Clair County. The EPA approved a clean data determination request submitted by EGLE. In April 2026, the EPA officially redesignated this area to attainment and no further action will be required.
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Table of Contents
DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
REF Guarantees
DTE Energy provided certain guarantees and indemnities in conjunction with the sales of interests in or lease of its previously operated REF facilities. The guarantees cover potential commercial, environmental, and tax-related obligations that will survive until 90 days after expiration of all applicable statutes of limitations. DTE Energy estimates that its maximum potential liability under these guarantees at March 31, 2026 was $201 million. Payments under these guarantees are considered remote.
Other Guarantees
In certain limited circumstances, the Registrants enter into contractual guarantees. The Registrants may guarantee another entity’s obligation in the event it fails to perform and may provide guarantees in certain indemnification agreements. The Registrants may also provide indirect guarantees for the indebtedness of others. DTE Energy’s guarantees are not individually material with maximum potential payments totaling $69 million at March 31, 2026. Payments under these guarantees are considered remote.
The Registrants are periodically required to obtain performance surety bonds in support of obligations to various governmental entities and other companies in connection with its operations. As of March 31, 2026, DTE Energy had $376 million of performance bonds outstanding, including $272 million for DTE Electric. Performance bonds are not individually material, except for $91 million of bonds supporting Energy Trading operations. These bonds are meant to provide counterparties with additional assurance that Energy Trading will meet its contractual obligations for various commercial transactions. The terms of the bonds align with those of the underlying Energy Trading contracts and are estimated to be outstanding approximately 1 to 3 years. In the event that any performance bonds are called for nonperformance, the Registrants would be obligated to reimburse the issuer of the performance bond. The Registrants are released from the performance bonds as the contractual performance is completed and does not believe that a material amount of any currently outstanding performance bonds will be called.
Labor Contracts
There are several bargaining units for DTE Energy subsidiaries' approximately 4,800 represented employees, including DTE Electric's approximately 2,550 represented employees. This represents 50% and 58% of DTE Energy's and DTE Electric's total employees, respectively. Of these represented employees, approximately 18% have contracts expiring within one year for DTE Energy. Approximately 26% of the represented employees have contracts expiring within one year for DTE Electric.
Purchase Commitments
Utility capital expenditures and expenditures for non-utility businesses will be approximately $6.8 billion and $5.2 billion in 2026 for DTE Energy and DTE Electric, respectively. The Registrants have made certain commitments in connection with the estimated 2026 annual capital expenditures.
Ludington Plant Contract Dispute
DTE Electric and Consumers Energy Company ("Consumers"), joint owners of the Ludington Hydroelectric Pumped Storage plant ("Ludington"), entered into a 2010 engineering, procurement, and construction agreement with Toshiba International Corporation ("TIC"), under which TIC contracted to perform a major overhaul and upgrade of Ludington. TIC later assigned the contract and all its obligations to Toshiba America Energy Systems ("TAES"). TAES' work under the contract was incomplete, defective, and non-conforming. DTE Electric and Consumers repeatedly documented TAES' failures to perform under the contract and demanded that TAES provide a comprehensive plan to resolve those matters, including adherence to its warranty commitments and other contractual obligations. DTE Electric and Consumers engaged in extensive efforts to resolve these issues with TAES, including formal demands to TAES' parent, Toshiba Corporation ("Toshiba"), under a parent guaranty it provided. TAES did not provide a comprehensive plan or otherwise met its performance obligations. As a result of TAES' defaults, DTE Electric and Consumers terminated the contract.
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DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
In order to enforce their rights under the contract and parent guaranty, and to pursue appropriate damages, DTE Electric and Consumers filed a complaint against TAES and Toshiba in the U.S. District Court for the Eastern District of Michigan in 2022. TAES and Toshiba filed a motion to dismiss the complaint, along with an answer and counterclaims seeking approximately $15 million in damages related to payments allegedly owed under the parties' contract. The motion to dismiss the complaint was denied. The case against TAES went to trial before a jury and in December 2025, a jury returned a verdict in DTE Electric and Consumers' favor finding TAES breached its warranties and other contractual duties in overhauling Ludington. The jury awarded damages for TAES's breaches of contract, as well as liquidated damages for late completion of work. The jury rejected TAES' affirmative defenses and counterclaim. TAES is pursuing post judgment relief by filing motions for appeal. DTE Electric cannot predict the financial impact or outcome of this matter.
In 2023, the MPSC approved a jointly-filed request by DTE Electric and Consumers for authority to defer as a regulatory asset the costs associated with repairing or replacing the defective work performed by TAES while the litigation with TAES and Toshiba moves forward. DTE Electric currently estimates its share of these repair and replacement costs ranges from $350 million to $400 million. Such costs will be offset by any potential litigation proceeds received from TAES or Toshiba. DTE Electric and Consumers will have the opportunity to seek recovery and ratemaking treatment for amounts recorded as a regulatory asset following resolution of the litigation, including amounts not recovered from TAES or Toshiba.
Other Contingencies
The Registrants are involved in certain other legal, regulatory, administrative, and environmental proceedings before various courts, arbitration panels, and governmental agencies concerning claims arising in the ordinary course of business. These proceedings include certain contract disputes, additional environmental reviews and investigations, audits, inquiries from various regulators, and pending judicial matters. The Registrants cannot predict the final disposition of such proceedings. The Registrants regularly review legal matters and record provisions for claims that they can estimate and are considered probable of loss. The resolution of these pending proceedings is not expected to have a material effect on the Registrants' Consolidated Financial Statements in the periods they are resolved.
For a discussion of contingencies related to regulatory matters and derivatives, see Notes 5 and 8 to the Consolidated Financial Statements, "Regulatory Matters" and "Financial and Other Derivative Instruments," respectively.

NOTE 13 — RETIREMENT BENEFITS AND TRUSTEED ASSETS
DTE Energy's subsidiary, DTE Energy Corporate Services, LLC, sponsors defined benefit pension plans and other postretirement benefit plans covering certain employees of the Registrants. Participants of all plans are solely DTE Energy and affiliate participants.
The following table details the components of net periodic benefit costs (credits) for pension benefits and other postretirement benefits for DTE Energy:
Pension BenefitsOther Postretirement Benefits
2026202520262025
Three Months Ended March 31,
Service cost$13 $12 $4 $
Interest cost53 54 15 15 
Expected return on plan assets(72)(73)(30)(29)
Amortization of:
Net actuarial loss24 22  — 
Net periodic benefit cost (credit)$18 $15 $(11)$(10)
DTE Electric accounts for its participation in DTE Energy's qualified and non-qualified pension plans by applying multiemployer accounting. DTE Electric accounts for its participation in other postretirement benefit plans by applying multiple-employer accounting. Within multiemployer and multiple-employer plans, participants pool plan assets for investment purposes and to reduce the cost of plan administration. The primary difference between plan types is that assets contributed in multiemployer plans can be used to provide benefits for all participating employers, while assets contributed within a multiple-employer plan are restricted for use by the contributing employer.
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DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
As a result of multiemployer accounting treatment, capitalized costs associated with these plans are reflected in Property, plant, and equipment in DTE Electric's Consolidated Statements of Financial Position. The same capitalized costs are reflected as Regulatory assets and liabilities in DTE Energy's Consolidated Statements of Financial Position.
DTE Energy's subsidiaries are responsible for their share of qualified and non-qualified pension benefit costs. DTE Electric's allocated portion of pension benefit costs included in regulatory assets and liabilities, operation and maintenance expense, and capital expenditures were costs of $15 million and $14 million for the three months ended March 31, 2026 and 2025, respectively. These amounts may include recognized contractual termination benefit charges, curtailment gains, and settlement charges.
The following table details the components of net periodic benefit costs (credits) for other postretirement benefits for DTE Electric:
Three Months Ended March 31,
20262025
(In millions)
Service cost$3 $
Interest cost11 12 
Expected return on plan assets(20)(19)
Amortization of:
Net actuarial gain(1)(1)
Net periodic benefit credit$(7)$(5)
Pension and Other Postretirement Contributions
No contributions are currently expected for DTE Energy's qualified pension plans and no contributions are currently expected for DTE Energy's postretirement benefit plans in 2026. Plans may be updated at the discretion of management and depending on economic and financial market conditions. DTE Energy anticipates a transfer of up to $25 million of non-represented qualified pension plan funds from DTE Gas to DTE Electric during 2026 in exchange for cash consideration. In 2025, DTE Gas transferred $25 million of qualified pension plan funds to DTE Electric in exchange for cash consideration.

NOTE 14 — SEGMENT AND RELATED INFORMATION
DTE Energy sets strategic goals, allocates resources, and evaluates performance based on the four reportable segments below. DTE Electric is a standalone registrant with one reportable segment.
Electric segment consists principally of DTE Electric, which is engaged in the generation, purchase, distribution, and sale of electricity to approximately 2.3 million residential, commercial, and industrial customers in southeastern Michigan.
Gas segment consists principally of DTE Gas, which is engaged in the purchase, storage, transportation, distribution, and sale of natural gas to approximately 1.4 million residential, commercial, and industrial customers throughout Michigan and the sale of storage and transportation capacity.
DTE Vantage segment is comprised primarily of renewable energy projects that sell electricity and pipeline-quality gas and projects that deliver custom energy solutions to industrial, commercial, and institutional customers.
Energy Trading segment consists of energy marketing and trading operations.
Corporate and Other includes various holding company activities, holds certain non-utility debt, and holds certain investments, including funds supporting regional development and economic growth.
The chief operating decision maker (CODM) at DTE Energy is the Financial Objectives committee, which is comprised of the Chief Executive Officer, Chief Financial Officer, and other executive leaders of DTE Energy. The CODM at DTE Electric is comprised of the Chief Executive Officer and Chief Financial Officer. The CODMs assess performance for the reportable segments detailed above and decide how to allocate resources based on Net Income (Loss) Attributable to DTE Energy Company and monitoring budget versus actual results. The accounting policies of the segments are the same as those described in the summary of significant accounting policies.
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DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
Inter-segment billing for goods and services exchanged between segments is based upon tariffed or market-based prices of the provider. Such billing primarily consists of power sales, sale and transportation of natural gas, and renewable natural gas sales in the segments below, as well as charges from Electric to other segments for use of the shared capital assets of DTE Electric.
Three Months Ended March 31,
20262025
(In millions)
Electric segment(a)
$19 $19 
Gas segment8 
DTE Vantage segment36 40 
Energy Trading segment50 46 
$113 $109 
_______________________________________
(a)Inter-segment billing for the Electric segment relating to Non-utility operations includes $1 million for both the three months ended March 31, 2026 and 2025.
All inter-segment transactions and balances are eliminated in consolidation for DTE Energy. Centrally incurred costs such as labor and overheads are assigned directly to DTE Energy's business segments or allocated based on various cost drivers, depending on the nature of service provided.
The federal income tax provisions or benefits of DTE Energy’s subsidiaries are determined on an individual company basis and recognize the tax benefit of tax credits and net operating losses, if applicable. The state and local income tax provisions of the utility subsidiaries are also determined on an individual company basis and recognize the tax benefit of various tax credits and net operating losses, if applicable. The subsidiaries record federal, state, and local income taxes payable to or receivable from DTE Energy based on the federal, state, and local tax provisions of each company. Carryforward items, such as tax credits and charitable contributions, are recorded at their individual company basis and adjusted at Corporate and Other for consolidated tax purposes.
The Reclassifications and Eliminations group below also includes the reclassification of deferred tax assets and prepaid pension assets, which are netted against deferred tax liabilities and accrued pension liabilities, respectively, for presentation on the DTE Energy Consolidated Statements of Financial Position.
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DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
Profit (loss) financial data of DTE Energy's business segments follows:
Electric(a)
Gas
DTE
Vantage
Energy
Trading
Total
Reportable
Segments
Corporate
and
Other
Reclassifications
and
Eliminations
Total
(In millions)
Three months ended March 31, 2026
Operating Revenues — Utility operations$1,717 932 — — $2,649 — (26)$2,623 
Operating Revenues — Non-utility operations$27 — 227 2,351 $2,605 — (87)$2,518 
Depreciation and amortization$409 58 15 $483 — — $483 
Interest expense$147 35 $195 117 (19)$293 
Interest income$(3)(1)(25)(3)$(32)(18)19 $(31)
Equity earnings of equity method investees$— — $3 — — $3 
Other segment items (pre-tax)(b)
$989 566 311 2,451 $4,317 — (113)$4,204 
Income Tax Expense (Benefit)$(16)63 (24)(26)$(3)(55)— $(58)
Net Income (Loss) Attributable to DTE Energy Company$218 210 (59)(78)$291 (44)— $247 
Three months ended March 31, 2025
Operating Revenues — Utility operations$1,454 876 — — $2,330 — (23)$2,307 
Operating Revenues — Non-utility operations$— 188 2,026 $2,219 — (86)$2,133 
Depreciation and amortization$382 54 15 $452 — — $452 
Interest expense$133 32 $175 94 (19)$250 
Interest income$(2)(2)(20)(3)$(27)(15)19 $(23)
Equity earnings of equity method investees$— — — $— — $
Other segment items (pre-tax)(b)
$826 523 147 1,937 $3,433 (109)$3,327 
Income Tax Expense (Benefit)$(3)63 (8)22 $74 (92)— $(18)
Net Income Attributable to DTE Energy Company$123 206 39 67 $435 10 — $445 
_______________________________________
(a)The Electric segment consists principally of DTE Electric. Refer to the DTE Electric Consolidated Statements of Operations and the DTE Electric Consolidated Statements of Financial Position for the standalone DTE Electric amounts.
(b)Other segment items include Fuel, purchased power, and gas — utility; Fuel, purchased power, gas, and other — non-utility; Operation and maintenance; Taxes other than income; Asset (gains) losses and impairments, net; Non-operating retirement benefits, net; Other income; and Other expenses.
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DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
Other financial data of DTE Energy's business segments follows:
Electric(a)
Gas
DTE
Vantage
Energy
Trading
Total
Reportable
Segments
Corporate
and
Other
Reclassifications
and
Eliminations
Total
(In millions)
March 31, 2026
Investment in equity method investees$19 78 — $101 11 — $112 
Capital expenditures and acquisitions$1,048 166 14 $1,229 — — $1,229 
Goodwill$1,208 743 25 17 $1,993 — — $1,993 
Total Assets$40,719 9,215 2,519 998 $53,451 5,270 (3,613)$55,108 
December 31, 2025
Investment in equity method investees$19 77 — $100 22 — $122 
Capital expenditures and acquisitions$3,892 661 80 $4,639 — — $4,639 
Goodwill$1,208 743 25 17 $1,993 — — $1,993 
Total Assets$39,370 8,987 2,426 1,313 $52,096 5,145 (3,175)$54,066 
_______________________________________
(a)The Electric segment consists principally of DTE Electric. Refer to the DTE Electric Consolidated Statements of Operations and the DTE Electric Consolidated Statements of Financial Position for the standalone DTE Electric amounts.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following combined discussion is separately filed by DTE Energy and DTE Electric. However, DTE Electric does not make any representations as to information related solely to DTE Energy or the subsidiaries of DTE Energy other than itself.
EXECUTIVE OVERVIEW
DTE Energy is a diversified energy company and is the parent company of DTE Electric and DTE Gas, regulated electric and natural gas utilities engaged primarily in the business of providing electricity and natural gas sales, distribution, and storage services throughout Michigan. DTE Energy also operates two energy-related non-utility segments with operations throughout the United States.
The following table summarizes DTE Energy's financial results:
Three Months Ended March 31,
20262025
(In millions, except per share amounts)
Net Income Attributable to DTE Energy Company$247 $445 
Diluted Earnings per Common Share$1.19 $2.14 
The decrease in Net Income Attributable to DTE Energy Company for the three months ended March 31, 2026 was primarily due to lower earnings in the Energy Trading and DTE Vantage segments and Corporate and Other, partially offset by higher earnings in the Electric segment.
STRATEGY
DTE Energy's strategy is to achieve long-term earnings per share growth with a strong balance sheet and attractive dividend.
DTE Energy's utilities are investing capital to support a modern, reliable grid and cleaner, affordable energy through investments in base infrastructure and new generation. Increasing intensity of windstorms and other weather events, coupled with increasing electric vehicle adoption and future data center load, will drive a continued need for substantial grid investment over the long-term.
DTE Energy plans to reduce the carbon emissions of its electric utility operations 65% by 2028, 85% by 2032, and 90% by 2040 from 2005 carbon emissions levels. DTE Energy plans to end its use of coal-fired power plants in 2032 and is committed to a net zero carbon emissions goal by 2050 for its electric and gas utility operations.
Additionally, as a result of legislation passed by the state of Michigan in 2023, DTE Energy will be required to meet a 100% clean energy portfolio standard by 2040. Clean energy sources include renewables, nuclear, and natural gas-fired plants equipped with a carbon capture and storage system that is at least 90% effective in reducing carbon emissions to the atmosphere. The legislation also requires 50% of an electric utility's energy to be generated from renewable sources by 2030 and 60% by 2035. DTE Energy is currently assessing the impacts of this legislation and will include updates in its next Integrated Resource Plan, currently planned for 2026, to comply with the new requirements.
To achieve carbon reduction goals at the electric utility, DTE Energy will continue its transition away from coal-powered energy sources and is replacing or offsetting the generation from these facilities with renewable energy, natural gas, battery storage, and energy waste reduction initiatives. Refer to the "Capital Investments" section below for further discussion regarding DTE Energy's retirement of its aging coal-fired plants and transition to renewable energy and other sources. Over the long-term, DTE Energy is also monitoring and pursuing the advancement of emerging technologies such as long-duration storage, modular nuclear reactors, and carbon capture and sequestration, and how these technologies may support clean, reliable generation and customer affordability.
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For the gas utility, DTE Energy aims to cut carbon emissions across the entire value chain. DTE Energy plans to reduce the carbon emissions from its gas utility operations by 65% by 2030 and 80% by 2040, and is committed to a goal of net zero emissions by 2050 from internal gas operations and gas suppliers. To achieve net zero, DTE Energy is working to source gas with lower methane intensity, reduce emissions through its gas main renewal and pipeline integrity programs, and if necessary, use carbon offsets to address any remaining emissions. DTE Energy also aims to help DTE Gas customers reduce their emissions by approximately 35% by 2040 by increasing energy efficiency, pursuing advanced technologies such as hydrogen and carbon capture and sequestration, and through the CleanVision Natural Gas Balance program which provides customers the option to use carbon offsets and renewable natural gas.
DTE Energy expects that these initiatives at the electric and gas utilities will continue to provide significant opportunities for capital investments and result in earnings growth. DTE Energy is focused on executing its plans to achieve operational excellence and customer satisfaction with a focus on customer affordability. To support its goals for customer affordability, DTE Energy is working to implement operational efficiencies and optimize opportunities to generate tax credits relating to renewable energy, nuclear generation, energy storage, and carbon capture and sequestration. These tax credits may reduce the cost of owning related assets and reduce customer rate impacts from any future cost recoveries. DTE Energy's utilities operate in a constructive regulatory environment and have solid relationships with their regulators.
DTE Energy also has significant investments in non-utility businesses and expects growth opportunities in its DTE Vantage segment. DTE Energy employs disciplined investment criteria when assessing growth opportunities that leverage its assets, skills, and expertise, and provides attractive returns and diversity in earnings and geography. Specifically, DTE Energy invests in targeted markets with attractive competitive dynamics where meaningful scale is in alignment with its risk profile.
A key priority for DTE Energy is to maintain a strong balance sheet which facilitates access to capital markets and reasonably priced financing. Growth will be funded through internally generated cash flows and the issuance of debt and equity. DTE Energy has an enterprise risk management program that, among other things, is designed to monitor and manage exposure to earnings and cash flow volatility related to commodity price changes, interest rates, and counterparty credit risk.
CAPITAL INVESTMENTS
DTE Energy's utility businesses will require significant capital investments to maintain and improve the electric generation and electric and natural gas distribution infrastructure and to comply with environmental regulations and achieve goals for carbon emission reductions. Capital plans may be regularly updated as these requirements and goals evolve and may be subject to regulatory approval.
DTE Electric's capital investments over the 2026-2030 period are estimated at $30 billion, comprised of $11 billion for distribution infrastructure, $4 billion for base infrastructure, and $15 billion for cleaner generation including renewables.
DTE Electric has retired all eleven coal-fired generation units at the Trenton Channel, River Rouge, and St. Clair facilities, as well as one unit at the Belle River facility. DTE Electric has also announced plans to retire its remaining five coal fired generating units, including the remaining unit at the Belle River facility in 2026. The four units at the Monroe facility are expected to be retired in two stages in 2028 and 2032. DTE Electric plans to repurpose the Trenton Channel facility to a battery energy storage system in 2026, and convert the Belle River facility from a base load coal plant to a natural gas peaking resource in 2026. Generation from the retired facilities will continue to be replaced or offset with a combination of renewables, energy waste reduction, demand response, battery storage, and natural gas fueled generation.
DTE Gas' capital investments over the 2026-2030 period are estimated at $4.5 billion, comprised of $2.7 billion for base infrastructure and $1.8 billion for the gas renewal program, which includes main and service renewals, meter move-out, and pipeline integrity projects.
DTE Electric and DTE Gas plan to seek regulatory approval for capital expenditures consistent with ratemaking treatment.
DTE Energy's non-utility businesses' capital investments are primarily for expansion, growth, and ongoing maintenance in the DTE Vantage segment, including approximately $2.0 billion from 2026-2030 for custom energy solutions and renewable energy, while expanding into carbon capture and sequestration.
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ENVIRONMENTAL MATTERS
The Registrants are subject to extensive environmental regulations, including those addressing climate change. Additional costs may result as the effects of various substances on the environment are studied and governmental regulations are developed and implemented. Actual costs to comply could vary substantially. The Registrants expect to continue recovering environmental costs related to utility operations through rates charged to customers, as authorized by the MPSC.
Increased costs for energy produced from traditional coal-based sources due to recent, pending, and future regulatory initiatives could also increase the economic viability of energy produced from renewable, natural gas fueled generation, and/or nuclear sources, energy waste reduction initiatives, and the potential development of market-based trading of carbon instruments.
For further discussion of environmental matters, see Note 12 to the Consolidated Financial Statements, "Commitments and Contingencies."
OUTLOOK
Over the coming years, DTE Energy and the broader energy sector are expected to undergo significant transformation. DTE Energy's strong utility base, combined with its integrated non-utility operations, position it well for long-term growth.
Looking forward, DTE Energy will focus on several areas that are expected to improve future performance:
electric and gas customer satisfaction;
electric distribution system reliability;
new electric generation and storage;
gas distribution system renewal;
reducing carbon emissions at the electric and gas utilities;
rate competitiveness and affordability;
regulatory stability and investment recovery for the electric and gas utilities;
strategic investments in growth projects at DTE Vantage;
employee engagement and health, safety, and wellbeing;
cost structure optimization across all business segments; and
cash, capital, and liquidity to maintain or improve financial strength.
DTE Energy will continue to pursue opportunities to grow its businesses in a disciplined manner if it can secure opportunities that meet its strategic, financial, and risk criteria.

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RESULTS OF OPERATIONS
The following sections provide a detailed discussion of the operating performance and future outlook of DTE Energy's segments. Segment information, described below, includes intercompany revenues, expenses, and other income and deductions that are eliminated in the Consolidated Financial Statements.
Three Months Ended March 31,
20262025
(In millions)
Net Income (Loss) Attributable to DTE Energy by Segment
Electric segment$218 $123 
Gas segment210 206 
DTE Vantage segment(59)39 
Energy Trading segment(78)67 
Corporate and Other(44)10 
Net Income Attributable to DTE Energy Company$247 $445 

ELECTRIC SEGMENT
The Results of Operations discussion for DTE Electric is presented in a reduced disclosure format in accordance with General Instruction H(2) of Form 10-Q.
The Electric segment consists principally of DTE Electric. Electric results and outlook are discussed below:
Three Months Ended March 31,
20262025
(In millions)
Operating Revenues
Utility operations$1,717 $1,454 
Non-utility operations27 
1,744 1,459 
Operating Expenses
Fuel and purchased power — utility510 410 
Fuel and purchased power — non-utility13 — 
Operation and maintenance397 345 
Depreciation and amortization409 382 
Taxes other than income103 94 
Asset (gains) losses and impairments, net2 — 
1,434 1,231 
Operating Income310 228 
Other (Income) and Deductions108 108 
Income Tax Benefit(16)(3)
Electric Segment Net Income Attributable to DTE Energy Company$218 $123 
Reconciliation of Electric Segment to DTE Electric Net Income(3)(2)
DTE Electric Net Income$215 $121 
See DTE Electric's Consolidated Statements of Operations for a complete view of its results. Differences between the Electric segment and DTE Electric's Consolidated Statements of Operations are primarily due to non-utility operations at DTE Sustainable Generation (some of which includes intra-segment activity that is eliminated in consolidation) and the classification of certain benefit costs. Refer to Note 13 to the Consolidated Financial Statements, "Retirement Benefits and Trusteed Assets" for additional information.
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Operating Revenues increased $285 million in the three months ended March 31, 2026. Revenues associated with certain mechanisms and surcharges, including recovery of fuel and purchased power, are offset by related expenses elsewhere in the Registrants' Consolidated Statements of Operations. The increase was due to the following:
Three Months
(In millions)
Regulatory Mechanism — RPS
$98 
Interconnection sales57 
Power Supply Cost Recovery
55 
Implementation of new rates
40 
Non-utility revenues(a)
22 
Weather
11 
Base sales / rate mix
$285 
______________________________
(a)The increase was primarily due to the acquisition of a non-utility business by DTE Sustainable Generation during the third quarter 2025.
Revenue results are impacted by changes in sales volumes, which are summarized in the table below:
Three Months Ended March 31,
20262025
(In thousands of MWh)
DTE Electric Sales
Residential3,664 3,660 
Commercial3,869 3,886 
Industrial1,924 2,053 
Other50 53 
9,507 9,652 
Interconnection sales1,967 2,500 
Total DTE Electric Sales11,474 12,152 
DTE Electric Deliveries
Retail and wholesale9,507 9,652 
Electric retail access1,065 1,078 
Total DTE Electric Sales and Deliveries10,572 10,730 
Fuel and purchased power — utility expense increased $100 million in the three months ended March 31, 2026. The increase was due to the following:
Three Months
(In millions)
Gas - higher consumption and prices$109 
Purchased power - higher prices and higher volumes primarily due to lower generation31 
Higher transmission expenses10 
Coal - lower consumption and prices(47)
Other(3)
$100 
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Fuel and purchased power — non-utility expense increased $13 million in the three months ended March 31, 2026. The increase was primarily due to the Electric segment acquisition of non-utility assets in the third quarter of 2025.
Operation and maintenance expense increased $52 million in the three months ended March 31, 2026. The increase was primarily due to higher plant generation expense of $21 million, higher distribution operations expense of $18 million, higher benefits and other compensation expense of $5 million, higher RPS expense of $4 million, and higher corporate support costs of $4 million.
Depreciation and amortization expense increased $27 million in the three months ended March 31, 2026. The increase was primarily due to higher depreciable base, including the 15-year amortization of the undepreciated Monroe plant balance which began in February 2025.
Taxes other than income increased $9 million in the three months ended March 31, 2026. The increase was primarily due to higher property taxes.
Income Tax Benefit changed $13 million in the three months ended March 31, 2026. The change was primarily due to higher investment tax credits in 2026, partially offset by higher earnings.
Outlook DTE Electric will continue to move forward in its efforts to achieve operational excellence, sustain strong cash flows, and earn its authorized return on equity. DTE Electric expects that planned significant capital investments will result in earnings growth. DTE Electric will maintain a strong focus on customers by increasing reliability and satisfaction while working to keep customer rate increases affordable. Looking forward, additional factors may impact earnings such as weather, the outcome of regulatory proceedings, uncertainty of legislative or regulatory actions regarding environmental compliance, and effects of energy waste reduction programs.
In March 2026, DTE Electric entered into a 1.0 gigawatt data center agreement. Generation and storage requirements related to this agreement are expected to increase capital expenditures by approximately $5.0 billion through 2032 which are incremental to DTE Electric's 5-year capital investment plan in the "Capital Investments" section above. DTE Electric is targeting regulatory approvals to be complete by the latter half of 2026.
DTE Electric filed a rate case with the MPSC on April 28, 2026 requesting an increase in base rates of $474 million based on a projected twelve-month period ending February 29, 2028, and an increase in return on equity from 9.9% to 10.25%. The requested increase in base rates was primarily due to capital investments required to support continued reliability improvements and the ongoing transition to cleaner energy. A final MPSC order in this case is expected in February 2027.

GAS SEGMENT
The Gas segment consists principally of DTE Gas. Gas results and outlook are discussed below:
Three Months Ended March 31,
20262025
(In millions)
Operating Revenues — Utility operations$932 $876 
Operating Expenses
Cost of gas — utility378 331 
Operation and maintenance152 156 
Depreciation and amortization58 54 
Taxes other than income38 37 
626 578 
Operating Income306 298 
Other (Income) and Deductions33 29 
Income Tax Expense63 63 
Net Income Attributable to DTE Energy Company$210 $206 
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Operating Revenues — Utility operations increased $56 million in the three months ended March 31, 2026. Revenues associated with certain mechanisms and surcharges, including recovery of the cost of gas, are offset by related expenses elsewhere in DTE Energy's Consolidated Statements of Operations. The increase was due to the following:
Three Months
(In millions)
Gas Cost Recovery$47 
Midstream storage and transportation revenues11 
Infrastructure recovery mechanism10 
Weather
Regulatory mechanism — EWR(6)
Normalized base sales(10)
Other(2)
$56 
Revenue results are impacted by changes in sales volumes, which are summarized in the table below:
Three Months Ended March 31,
20262025
(In Bcf)
Gas Markets
Gas sales71 71 
End-user transportation52 48 
123 119 
Intermediate transportation152 164 
Total275 283 
Cost of gas — utility expense increased $47 million in the three months ended March 31, 2026. The increase was primarily due to higher cost of gas of $38 million and higher sales volumes of $9 million.
Operation and maintenance expense decreased $4 million in the three months ended March 31, 2026. The decrease was primarily due to lower EWR expense of $6 million.
Depreciation and amortization expense increased $4 million in the three months ended March 31, 2026. The increase was primarily due to higher depreciable base.
Other (Income) and Deductions increased $4 million in the three months ended March 31, 2026. The increase was primarily due to higher interest expense.
Outlook — DTE Gas will continue to move forward in its efforts to achieve operational excellence, sustain strong cash flows, and earn its authorized return on equity. DTE Gas expects that planned significant infrastructure capital investments will result in earnings growth. Looking forward, additional factors may impact earnings such as weather and the outcome of regulatory proceedings. DTE Gas expects to continue its efforts to improve productivity and decrease costs while improving customer satisfaction with consideration of customer rate affordability.
DTE Gas filed a rate case with the MPSC on November 13, 2025 requesting a net increase in base rates of $163 million based on a projected twelve-month period ending September 30, 2027, and an increase in return on equity from 9.8% to 10.25%. The net increase is based on a total revenue deficiency of $238 million, net of the IRM roll-in of $75 million. The requested net increase in base rates was primarily due to continued infrastructure investment and increasing operations and maintenance costs needed to ensure the continued safe and reliable delivery of natural gas to customers. A final MPSC order in this case is expected in September 2026.

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DTE VANTAGE SEGMENT
The DTE Vantage segment is comprised primarily of renewable energy projects that sell electricity and pipeline-quality gas and projects that deliver custom energy solutions to industrial, commercial, and institutional customers. DTE Vantage results and outlook are discussed below:
Three Months Ended March 31,
20262025
(In millions)
Operating Revenues — Non-utility operations$227 $188 
Operating Expenses
Fuel, purchased power, and gas — non-utility131 97 
Operation and maintenance178 60 
Depreciation and amortization15 15 
Taxes other than income6 
Asset (gains) losses and impairments, net (1)
330 176 
Operating Income (Loss)(103)12 
Other (Income) and Deductions(20)(19)
Income Taxes
Expense2 
Tax credits(26)(16)
(24)(8)
Net Income (Loss) Attributable to DTE Energy Company$(59)$39 
Operating Revenues — Non-utility operations increased $39 million in the three months ended March 31, 2026. The increase was due to the following:
Three Months
(In millions)
Higher demand and prices in the Steel business$42 
New project in the On-site business
Lower sales in the Renewables business(8)
Other
$39 
Fuel, purchased power, and gas — non-utility expense increased $34 million in the three months ended March 31, 2026. The increase was primarily due to higher demand and prices in the Steel business of $34 million.
Operation and maintenance expense increased $118 million in the three months ended March 31, 2026. The increase was primarily due to additional litigation penalties in the Steel business relating to the EES Coke judgment of $112 million and higher costs in the Renewables business of $5 million.
Income Taxes — Expense decreased $6 million in the three months ended March 31, 2026. The decrease was primarily due to lower earnings, partially offset by the non-deductible portion of the EES Coke judgment.
Income Taxes — Tax credits changed $10 million in the three months ended March 31, 2026. The change was primarily due to higher production tax credits generated in the Renewables business.
Outlook — DTE Vantage will continue to leverage its extensive energy-related operating experience and project management capability to develop additional renewable natural gas projects and other projects that will provide customer specific energy solutions. DTE Vantage is also developing decarbonization opportunities relating to carbon capture and sequestration projects.

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ENERGY TRADING SEGMENT
Energy Trading focuses on physical and financial power, natural gas and environmental marketing and trading, structured transactions, enhancement of returns from its asset portfolio, and optimization of contracted natural gas pipeline transportation and storage positions. Energy Trading also provides natural gas, power, environmental, and related services, which may include the management of associated storage and transportation contracts on the customers' behalf and the supply or purchase of environmental attributes to various customers. Energy Trading results and outlook are discussed below:
Three Months Ended March 31,
20262025
(In millions)
Operating Revenues — Non-utility operations$2,351 $2,026 
Operating Expenses
Purchased power, gas, and other — non-utility2,427 1,906 
Operation and maintenance21 29 
Depreciation and amortization1 
Taxes other than income3 
2,452 1,938 
Operating Income (Loss)(101)88 
Other (Income) and Deductions3 (1)
Income Tax Expense (Benefit)(26)22 
Net Income (Loss) Attributable to DTE Energy Company$(78)$67 
Operating Revenues — Non-utility operations increased $325 million in the three months ended March 31, 2026. The following table details changes relative to the comparable prior period:
Three Months
(In millions)
Realized gas structured and gas transportation strategies - $635 primarily due to higher gas prices, ($58) settled financial hedges
$577 
Unrealized MTM - ($162) losses compared to $112 gains in the prior period
(274)
Other realized gain (loss)22 
$325 
Purchased power, gas, and other — non-utility expense increased $521 million in the three months ended March 31, 2026. The following table details changes relative to the comparable prior period:
Three Months
(In millions)
Realized gas structured and gas transportation strategies - primarily higher gas prices
$575 
Unrealized MTM - ($25) gains compared to $100 losses in the prior period
(125)
Other realized (gain) loss71 
$521 
Operation and maintenance expense decreased $8 million in the three months ended March 31, 2026. The decrease was primarily due to lower compensation costs.
Natural gas structured transactions typically involve a physical purchase or sale of natural gas in the future and/or natural gas basis financial instruments which are derivatives and a related non-derivative pipeline transportation contract. These gas structured transactions can result in significant earnings volatility as the derivative components are marked-to-market without revaluing the related non-derivative contracts.
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Operating Income (Loss) changed $189 million for the three months ended March 31, 2026, which includes a $74 million unfavorable change in timing related gains and losses primarily related to gas strategies that will reverse in future periods as the underlying contracts settle. The change also includes a $40 million unfavorable change in timing related gains and losses primarily related to gas strategies that were recognized in previous periods and reversed in the current period as the underlying contracts settled.
Other (Income) and Deductions expense increased $4 million in the three months ended March 31, 2026. The increase was primarily due to higher interest expense.
Outlook — In the near-term, Energy Trading expects market conditions to remain challenging. The profitability of this segment may be impacted by the volatility in commodity prices and the uncertainty of impacts associated with regulatory changes, and changes in operating rules of Regional Transmission Organizations. Significant portions of the Energy Trading portfolio are economically hedged. Most financial instruments, physical power and natural gas contracts, and certain environmental contracts are deemed derivatives; whereas, natural gas and environmental inventory, contracts for pipeline transportation, storage assets, and some environmental contracts are not derivatives. As a result, Energy Trading will experience earnings volatility as derivatives are marked-to-market without revaluing the underlying non-derivative contracts and assets. Energy Trading's strategy is to economically manage the price risk of these underlying non-derivative contracts and assets with futures, forwards, swaps, and options. This results in gains and losses that are recognized in different interim and annual accounting periods.
See also the "Fair Value" section herein and Notes 7 and 8 to the Consolidated Financial Statements, "Fair Value" and "Financial and Other Derivative Instruments," respectively.

CORPORATE AND OTHER
Corporate and Other includes various holding company activities, holds certain non-utility debt, and holds certain investments, including investments supporting regional development and economic growth. The net loss of $44 million for the three months ended March 31, 2026 represents an increase of $54 million from the net income of $10 million in the comparable 2025 period. The increase was primarily due to effective income tax rate adjustments and higher net interest expense, partially offset by lower federal and state income taxes.
Outlook — Corporate and Other will continue to support DTE Energy's goals to achieve long-term earnings growth by managing corporate costs such as interest and tax expense. Corporate and Other will also continue to support DTE Energy in achieving a strong balance sheet, access to capital markets, and implementation of a financing plan that includes interest rate management in order to manage interest costs.

CAPITAL RESOURCES AND LIQUIDITY
Cash Requirements
DTE Energy uses cash to maintain and invest in the electric and natural gas utilities, to grow the non-utility businesses, to retire and pay interest on long-term debt, and to pay dividends. DTE Energy believes it will have sufficient internal and external capital resources to fund anticipated capital and operating requirements. DTE Energy expects that cash from operations in 2026 will be approximately $3.9 billion. DTE Energy anticipates base level utility capital investments, including environmental, renewable, and expenditures for non-utility businesses of approximately $6.8 billion in 2026. DTE Energy plans to seek regulatory approval to include utility capital expenditures in regulatory rate base consistent with prior treatment. Capital spending for growth of existing or new non-utility businesses will depend on the existence of opportunities that meet strict risk-return and value creation criteria.
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Refer below for analysis of cash flows relating to operating, investing, and financing activities, which reflect DTE Energy's change in financial condition. Any significant non-cash items are included in the Supplemental disclosure of non-cash investing and financing activities within the Consolidated Statements of Cash Flows, as applicable.
Three Months Ended March 31,
20262025
(In millions)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period$250 $88 
Net cash from operating activities906 1,020 
Net cash used for investing activities(1,314)(968)
Net cash from (used for) financing activities436 (50)
Net Increase in Cash, Cash Equivalents, and Restricted Cash28 
Cash, Cash Equivalents, and Restricted Cash at End of Period$278 $90 
Cash from Operating Activities
A majority of DTE Energy's operating cash flows are provided by the electric and natural gas utilities, which are significantly influenced by factors such as weather, electric retail access, regulatory deferrals, regulatory outcomes, economic conditions, changes in working capital, and operating costs.
Net cash from operations decreased by $114 million in 2026. The decrease was primarily due to lower Net income partially offset by an increase in cash related to working capital items.
The change in working capital items in 2026 was primarily due to increases in cash related to Accounts receivable, net, Inventories, Derivative assets and liabilities, and Other current and noncurrent assets and liabilities, partially offset by decreases in cash related to Accounts payable and Regulatory assets and liabilities.
Cash used for Investing Activities
Cash inflows associated with investing activities are primarily generated from the sale of assets, while cash outflows are the result of plant and equipment expenditures and acquisitions. In any given year, DTE Energy looks to realize cash from under-performing or non-strategic assets or matured, fully valued assets.
Capital spending within the utility businesses is primarily to maintain and improve electric generation and the electric and natural gas distribution infrastructure, and to comply with environmental regulations and renewable energy goals.
For the non-utility businesses, cash outflows are primarily driven by capital spending to develop and construct projects for customers through investment in notes receivable and additional capital spending for ongoing maintenance, expansion, and growth. DTE Energy looks to make growth investments that meet strict criteria in terms of strategy, management skills, risks, and returns. All new investments are analyzed for their rates of return and cash payback on a risk adjusted basis. DTE Energy has been disciplined in how it deploys capital and will not make investments unless they meet the criteria. For new business lines, DTE Energy initially invests based on research and analysis. DTE Energy starts with a limited investment, evaluates the results, and either expands or exits the business based on those results. In any given year, the amount of growth capital will be determined by the underlying cash flows of DTE Energy, with a clear understanding of any potential impact on its credit ratings.
Net cash used for investing activities increased by $346 million in 2026 primarily due to higher utility plant and equipment expenditures.
Cash from (used for) Financing Activities
DTE Energy relies on both short-term borrowing and long-term financing as a source of funding for capital requirements not satisfied by its operations.
DTE Energy's strategy is to have a targeted debt portfolio blend of fixed and variable interest rates and maturity. DTE Energy targets balance sheet financial metrics to ensure it is consistent with the objective of a strong investment grade debt rating.
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Net cash from financing activities increased by $486 million in 2026 primarily due to increases in cash related to higher Issuance of long-term debt, net of issuance costs and lower Redemption of long-term debt, partially offset by a decrease in cash related to repayment of Short-term borrowings, net.
Sources of Cash
DTE Energy expects cash flows from operations to increase over the long-term, primarily as a result of growth from the utility and non-utility businesses. Growth in the utilities is expected to be driven primarily by capital spending which will increase the base from which rates are determined. Further, the current tax laws allow for extended tax benefits for renewable technologies, including PTCs and ITCs. DTE Electric expects to continue to monetize these tax credits to generate cash flows in the near-term. DTE Energy expects long-term growth in sales related to vehicle electrification and data center load, but no significant impacts in the near-term. Non-utility growth is expected from additional investments in the DTE Vantage segment, primarily related to renewable energy and custom energy solutions, while expanding into carbon capture and sequestration. DTE Vantage also expects enhanced growth opportunities in decarbonization, including tax credits for renewable natural gas and carbon capture projects.
DTE Energy's utilities may be impacted by the timing of collection or refund of various recovery and tracking mechanisms, as a result of timing of MPSC orders. Energy prices are likely to be a source of volatility with regard to working capital requirements for the foreseeable future. DTE Energy continues its efforts to identify opportunities to improve cash flows through working capital initiatives and maintaining flexibility in the timing and extent of long-term capital projects.
In December 2025, DTE Energy filed a prospectus supplement and executed an Equity Distribution Agreement, pursuant to which DTE Energy may sell, from time to time, up to an aggregate $1.5 billion of its common stock through an ATM program, including an equity forward sales component. As of March 31, 2026, DTE Energy has not issued any shares under the ATM program. During the three months ended March 31, 2026, DTE Energy entered into various forward sale agreements under the ATM for 2.5 million shares at a weighted average forward price of $144.41 as of March 31, 2026, which includes expected sales commissions. For further discussion of the ATM program, see Note 9 to the Consolidated Financial Statements, "Long-Term Financings".
At the discretion of management and depending upon economic and financial market conditions, DTE Energy expects to issue $500 million to $600 million of equity in 2026. DTE Energy anticipates these discretionary equity issuances to be made through the at-the-market equity issuance program and/or contributions to the dividend reinvestment plan and/or employee incentive and benefit plans.
Over the long-term, additional equity issuances of $500 million to $600 million will be needed in 2027 and 2028 to support long-term growth. DTE Energy will continue to evaluate equity needs on an annual basis. DTE Energy currently expects its primary source of long-term financing to be the issuance of debt and is monitoring changes in interest rates and impacts on the cost of borrowing.
Uses of Cash
DTE Energy has $1.5 billion in long-term debt, including securitization bonds and finance leases, maturing within twelve months. Repayment of the debt is expected to be made through internally generated funds, the issuance of short-term and/or long-term debt.
DTE Energy has paid quarterly cash dividends for more than 100 consecutive years and expects to continue paying regular cash dividends in the future, including approximately $1.0 billion in 2026. Any payment of future dividends is subject to approval by the Board of Directors and may depend on DTE Energy's future earnings, capital requirements, and financial condition. Over the long-term, DTE Energy expects continued dividend growth and is targeting a payout ratio consistent with pure-play utility companies.
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Various subsidiaries and equity investees of DTE Energy have entered into derivative and non-derivative contracts which contain ratings triggers and are guaranteed by DTE Energy. These contracts contain provisions which allow the counterparties to require that DTE Energy post cash or letters of credit as collateral in the event that DTE Energy's credit rating is downgraded below investment grade. Certain of these provisions (known as "hard triggers") state specific circumstances under which DTE Energy can be required to post collateral upon the occurrence of a credit downgrade, while other provisions (known as "soft triggers") are not as specific. For contracts with soft triggers, it is difficult to estimate the amount of collateral which may be requested by counterparties and/or which DTE Energy may ultimately be required to post. The amount of such collateral which could be requested fluctuates based on commodity prices (primarily natural gas, power, and environmental) and the provisions and maturities of the underlying transactions. As of March 31, 2026, DTE Energy's contractual obligation to post collateral in the form of cash or letters of credit in the event of a downgrade to below investment grade, under both hard trigger and soft trigger provisions, was $459 million.
Other obligations are further described in the following Combined Notes to the Consolidated Financial Statements:
NoteTitle
1Organization and Basis of Presentation
2Significant Accounting Policies
8Financial and Other Derivative Instruments
9Long-Term Financings
10Short-Term Credit Arrangements and Borrowings
12Commitments and Contingencies
13Retirement Benefits and Trusteed Assets
Also refer to the "Capital Investments" section above regarding DTE Energy's capital strategy and estimated spend over the next five years. For additional information regarding DTE Energy's future cash obligations, including scheduled debt maturities and interest payments, minimum lease payments, and future purchase commitments, refer to DTE Energy's Annual Report on Form 10-K for the year ended December 31, 2025.
Liquidity
DTE Energy has approximately $3.4 billion of available liquidity at March 31, 2026, consisting primarily of cash and cash equivalents and amounts available under unsecured revolving credit agreements.
DTE Energy believes it will have sufficient operating flexibility, cash resources, and funding sources to maintain adequate amounts of liquidity and to meet future operating cash and capital expenditure needs. However, virtually all of DTE Energy's businesses are capital intensive, or require access to capital, and the inability to access adequate capital could adversely impact earnings and cash flows.

NEW ACCOUNTING PRONOUNCEMENTS
See Note 3 to the Consolidated Financial Statements, "New Accounting Pronouncements."

FAIR VALUE
Derivatives are generally recorded at fair value and shown as Derivative assets or liabilities. Contracts DTE Energy typically classifies as derivative instruments include power, natural gas, some environmental contracts, and certain forwards, futures, options and swaps, and foreign currency exchange contracts. Items DTE Energy does not generally account for as derivatives include natural gas and environmental inventory, pipeline transportation contracts, storage assets, and some environmental contracts. See Notes 7 and 8 to the Consolidated Financial Statements, "Fair Value" and "Financial and Other Derivative Instruments," respectively.
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The tables below do not include the expected earnings impact of non-derivative natural gas storage, transportation, certain power contracts, and some environmental contracts which are subject to accrual accounting. Consequently, gains and losses from these positions may not match with the related physical and financial hedging instruments in some reporting periods, resulting in volatility in the Registrants' reported period-by-period earnings; however, the financial impact of the timing differences will reverse at the time of physical delivery and/or settlement.
The Registrants manage their MTM risk on a portfolio basis based upon the delivery period of their contracts and the individual components of the risks within each contract. Accordingly, the Registrants record and manage the energy purchase and sale obligations under their contracts in separate components based on the commodity (e.g. electricity or natural gas), the product (e.g. electricity for delivery during peak or off-peak hours), the delivery location (e.g. by region), the risk profile (e.g. forward or option), and the delivery period (e.g. by month and year).
The Registrants have established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value in three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). For further discussion of the fair value hierarchy, see Note 7 to the Consolidated Financial Statements, "Fair Value."
The following table provides details on changes in DTE Energy's MTM net asset (or liability) position:
DTE Energy
(In millions)
MTM at December 31, 2025$80 
Reclassified to realized upon settlement(48)
Changes in fair value recorded to income(91)
Amounts recorded to unrealized income(139)
Changes in fair value recorded in Regulatory liabilities(3)
Amounts recorded in other comprehensive income, pre-tax
Change in collateral56 
MTM at March 31, 2026$(1)
The table below shows the maturity of DTE Energy's MTM positions. The positions from 2029 and beyond principally represent longer tenor gas structured transactions:
Source of Fair Value2026202720282029 and BeyondTotal Fair Value
(In millions)
Level 1$(35)$(6)$(14)$(12)$(67)
Level 233 54 15 109 
Level 3(21)(57)(7)16 (69)
MTM before collateral adjustments$(23)$(9)$(6)$11 (27)
Collateral adjustments26 
MTM at March 31, 2026$(1)

Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market Price Risk
The Electric and Gas businesses have commodity price risk, primarily related to the purchases of coal, natural gas, uranium, and electricity. However, the Registrants do not bear significant exposure to earnings risk, as such changes are included in the PSCR and GCR regulatory rate-recovery mechanisms. Earnings may be indirectly impacted if PSCR or GCR charges increase such that it impacts the collectability of receivables and increases uncollectible expense. Refer to the Allowance for Doubtful Accounts section below for additional information.
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Changes in the price of natural gas can also impact the valuation of lost and unaccounted for gas, storage sales, and transportation services revenue at the Gas segment. The Gas segment manages its market price risk related to storage sales revenue primarily through the sale of long-term storage contracts. The Registrants are exposed to short-term cash flow or liquidity risk as a result of the time differential between actual cash settlements and regulatory rate recovery.
The DTE Vantage segment is subject to price risk for electricity, natural gas, coal products, and environmental attributes generated from its renewable natural gas investments. DTE Energy manages its exposure to commodity price risk through the use of long-term contracts and hedging instruments, when available.
DTE Energy's Energy Trading business segment has exposure to electricity, natural gas, environmental, crude oil, heating oil, and foreign currency exchange price fluctuations. These risks are managed by the energy marketing and trading operations through the use of forward energy, capacity, storage, options, and futures contracts, within predetermined risk parameters.
Credit Risk
Allowance for Doubtful Accounts and Notes Receivable
The Registrants regularly review contingent matters, existing and future economic conditions, customer trends and other factors relating to customers and their contracts and record provisions for amounts considered at risk of probable loss in the allowance for doubtful accounts. The Registrants believe their accrued amounts are adequate for probable loss. The Registrants manage this risk by working at the state and federal levels to promote funding programs for low-income customers, providing energy assistance programs and support, and promoting timely customer payments through adherence to MPSC billing practice rules relating to payment arrangements, energy disconnects, and restores.
Trading Activities
DTE Energy is exposed to credit risk through trading activities. Credit risk is the potential loss that may result if the trading counterparties fail to meet their contractual obligations. DTE Energy utilizes both external and internal credit assessments when determining the credit quality of trading counterparties.
The following table displays the credit quality of DTE Energy's trading counterparties as of March 31, 2026:
Credit Exposure
Before Cash
Collateral
Cash
Collateral
Net Credit
Exposure
(In millions)
Investment Grade(a)
A- and Greater$546 $— $546 
BBB+ and BBB387 — 387 
BBB-— 
Total Investment Grade937 — 937 
Non-investment grade(b)
40 — 40 
Internally Rated — investment grade(c)
617 (5)612 
Internally Rated — non-investment grade(d)
80 (17)63 
Total$1,674 $(22)$1,652 
_______________________________________
(a)This category includes counterparties with minimum credit ratings of Baa3 assigned by Moody’s Investors Service (Moody’s) or BBB-assigned by Standard & Poor’s Rating Group, a division of McGraw-Hill Companies, Inc. (Standard & Poor’s). The five largest counterparty exposures, combined, for this category represented 18% of the total gross credit exposure.
(b)This category includes counterparties with credit ratings that are below investment grade. The five largest counterparty exposures, combined, for this category represented 2% of the total gross credit exposure.
(c)This category includes counterparties that have not been rated by Moody’s or Standard & Poor’s but are considered investment grade based on DTE Energy’s evaluation of the counterparty’s creditworthiness. The five largest counterparty exposures, combined, for this category represented 9% of the total gross credit exposure.
(d)This category includes counterparties that have not been rated by Moody’s or Standard & Poor’s and are considered non-investment grade based on DTE Energy’s evaluation of the counterparty’s creditworthiness. The five largest counterparty exposures, combined, for this category represented 3% of the total gross credit exposure.
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Other
The Registrants engage in business with customers that are non-investment grade. The Registrants closely monitor the credit ratings of these customers and, when deemed necessary and permitted under the tariffs, request collateral or guarantees from such customers to secure their obligations.
Interest Rate Risk
DTE Energy is subject to interest rate risk in connection with the issuance of debt. In order to manage interest costs, DTE Energy may use treasury locks and interest rate swap agreements. DTE Energy's exposure to interest rate risk arises primarily from changes in U.S. Treasury rates, commercial paper rates, credit spreads, and SOFR. As of March 31, 2026, DTE Energy had no floating rate debt.
Foreign Currency Exchange Risk
DTE Energy has foreign currency exchange risk arising from market price fluctuations associated with fixed priced contracts. These contracts are denominated in Canadian dollars and are primarily for the purchase and sale of natural gas and power, as well as for long-term transportation capacity. To limit DTE Energy's exposure to foreign currency exchange fluctuations, DTE Energy has entered into a series of foreign currency exchange forward contracts through December 2032.
Summary of Sensitivity Analyses
Sensitivity analyses were performed on the fair values of commodity contracts for DTE Energy and long-term debt obligations for the Registrants. The commodity contracts listed below principally relate to energy marketing and trading activities. The sensitivity analyses involved increasing and decreasing forward prices and rates at March 31, 2026 and 2025 by a hypothetical 10% and calculating the resulting change in the fair values. The hypothetical losses related to long-term debt would be realized only if DTE Energy transferred all of its fixed-rate long-term debt to other creditors.
The results of the sensitivity analyses:
Assuming a
10% Increase in Prices/Rates
Assuming a
10% Decrease in Prices/Rates
As of March 31,As of March 31,
Activity2026202520262025Change in the Fair Value of
(In millions)
Environmental contracts$(4)$(8)$4 $Commodity contracts
Gas contracts$18 $48 $(18)$(48)Commodity contracts
Power contracts$8 $(3)$(8)$Commodity contracts
Interest rate risk — DTE Energy$(981)$(789)$1,053 $845 Long-term debt
Interest rate risk — DTE Electric$(623)$(484)$681 $526 Long-term debt
For further discussion of market risk, see Note 8 to the Consolidated Financial Statements, "Financial and Other Derivative Instruments."

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Item 4. Controls and Procedures
DTE Energy
(a) Evaluation of disclosure controls and procedures
Management of DTE Energy carried out an evaluation, under the supervision and with the participation of DTE Energy's Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of DTE Energy's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2026, which is the end of the period covered by this report. Based on this evaluation, DTE Energy's CEO and CFO have concluded that such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by DTE Energy in reports that it files or submits under the Exchange Act (i) is recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission's rules and forms and (ii) is accumulated and communicated to DTE Energy's management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Due to the inherent limitations in the effectiveness of any disclosure controls and procedures, management cannot provide absolute assurance that the objectives of its disclosure controls and procedures will be attained.
(b) Changes in internal control over financial reporting
There have been no changes in DTE Energy's internal control over financial reporting during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, DTE Energy's internal control over financial reporting.
DTE Electric
(a) Evaluation of disclosure controls and procedures
Management of DTE Electric carried out an evaluation, under the supervision and with the participation of DTE Electric's Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of DTE Electric's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2026, which is the end of the period covered by this report. Based on this evaluation, DTE Electric's CEO and CFO have concluded that such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by DTE Electric in reports that it files or submits under the Exchange Act (i) is recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission's rules and forms and (ii) is accumulated and communicated to DTE Electric's management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Due to the inherent limitations in the effectiveness of any disclosure controls and procedures, management cannot provide absolute assurance that the objectives of its disclosure controls and procedures will be attained.
(b) Changes in internal control over financial reporting
There have been no changes in DTE Electric's internal control over financial reporting during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, DTE Electric's internal control over financial reporting.

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Part II — Other Information
Item 1. Legal Proceedings
For information on legal proceedings and matters related to the Registrants, see Notes 5 and 12 to the Consolidated Financial Statements, "Regulatory Matters" and "Commitments and Contingencies," respectively.
For environmental proceedings in which the government is a party, the Registrants have included disclosures if any sanctions of $1 million or greater are expected.

Item 1A. Risk Factors
There are various risks associated with the operations of the Registrants' businesses. To provide a framework to understand the operating environment of the Registrants, a brief explanation of the more significant risks associated with the Registrants' businesses is provided in Part 1, Item 1A. Risk Factors in DTE Energy's and DTE Electric's combined 2025 Annual Report on Form 10-K. Although the Registrants have tried to identify and discuss key risk factors, others could emerge in the future.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of DTE Energy Equity Securities by the Issuer and Affiliated Purchasers
The following table provides information about DTE Energy's purchases of equity securities that are registered by DTE Energy pursuant to Section 12 of the Exchange Act of 1934 for the quarter ended March 31, 2026:
Number of
Shares
Purchased(a)
Average
Price
Paid per
Share(a)
Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
Average
Price Paid
per Share
Maximum Dollar
Value that May
Yet Be
Purchased Under
the Plans or
Programs
01/01/2026 — 01/31/20268,025 $124.62 — — — 
02/01/2026 — 02/28/202627,041 $135.80 — — — 
03/01/2026 — 03/31/20266,748 $120.75 — — — 
Total41,814  
_______________________________________
(a)Primarily represents shares of DTE Energy common stock withheld to satisfy income tax obligations upon the vesting of restricted stock based on the market price at the vesting date.

Item 5. Other Information
c.During the quarter ended March 31, 2026, no DTE Energy directors or officers adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.

70

Table of Contents
Item 6. Exhibits
Exhibit NumberDescriptionDTE
Energy
DTE
Electric
(i) Exhibits filed herewith:
Supplemental Indenture dated as of February 1, 2026, to the Mortgage and Deed of Trust dated as of October 1, 1924, between DTE Electric Company and The Bank of New York Mellon Trust Company, N.A., as trustee (2026 Series A and B)
X
X
Amended and Restated Primary Supply Agreement dated March 12, 2026 between DTE Electric and Google LLC (Portions of this exhibit, indicated by asterisks, have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, which portions will be furnished to the SEC upon request.)
X
X
Clean Capacity Accelerator Agreement dated March 12, 2026 between DTE Electric and Google LLC (Portions of this exhibit, indicated by asterisks, have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, which portions will be furnished to the SEC upon request.)
X
X
Chief Executive Officer Section 302 Form 10-Q Certification of Periodic ReportX
Chief Financial Officer Section 302 Form 10-Q Certification of Periodic ReportX
Chief Executive Officer Section 302 Form 10-Q Certification of Periodic ReportX
Chief Financial Officer Section 302 Form 10-Q Certification of Periodic ReportX
101.INSXBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.XX
101.SCHXBRL Taxonomy Extension SchemaXX
101.CALXBRL Taxonomy Extension Calculation LinkbaseXX
101.DEFXBRL Taxonomy Extension Definition DatabaseXX
101.LABXBRL Taxonomy Extension Label LinkbaseXX
101.PREXBRL Taxonomy Extension Presentation LinkbaseXX
(ii) Exhibits furnished herewith:
Chief Executive Officer Section 906 Form 10-Q Certification of Periodic ReportX
Chief Financial Officer Section 906 Form 10-Q Certification of Periodic ReportX
Chief Executive Officer Section 906 Form 10-Q Certification of Periodic ReportX
Chief Financial Officer Section 906 Form 10-Q Certification of Periodic ReportX





71

Table of Contents
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized. The signature for each undersigned Registrant shall be deemed to relate only to matters having reference to such Registrant and any subsidiaries thereof.
Date:
April 30, 2026
DTE ENERGY COMPANY
By:/S/ TRACY J. MYRICK
Tracy J. Myrick
Chief Accounting Officer
(Duly Authorized Officer)
DTE ELECTRIC COMPANY
By:/S/ TRACY J. MYRICK
Tracy J. Myrick
Chief Accounting Officer
(Duly Authorized Officer)
72

Exhibit 4.1
INDENTURE

DATED AS OF FEBRUARY 1, 2026
_______________

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

TO

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(500 Ross Street, 12th Floor, Pittsburgh, PA 15262)

AS TRUSTEE
_______________

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

PROVIDING FOR

(A) GENERAL AND REFUNDING MORTGAGE BONDS,
2026 SERIES A AND 2026 SERIES B

AND

(B) RECORDING AND FILING DATA



















TABLE OF CONTENTS*


PAGE
Sec. 4. Form of Bonds of 2026 Series A
—————————
*This Table of Contents shall not have any bearing upon the interpretation of any of the terms or provisions of this Indenture.
2


PARTIES.SUPPLEMENTAL INDENTURE, dated as of the 1st day of February, in the year 2026, between DTE ELECTRIC COMPANY, formerly known as The Detroit Edison Company, a corporation organized and existing under the laws of the State of Michigan and a public utility (hereinafter called the “Company”), party of the first part, and The Bank of New York Mellon Trust Company, N.A., a trust company organized and existing under the laws of the United States, having a corporate trust agency office at 500 Ross Street, 12th Floor, Pittsburgh, Pennsylvania, 15262, as successor Trustee under the Mortgage and Deed of Trust hereinafter mentioned (hereinafter called the “Trustee”), party of the second part.

ORIGINAL INDENTURE AND SUPPLEMENTAL INDENTURES.WHEREAS, the Company has heretofore executed and delivered its Mortgage and Deed of Trust (hereinafter referred to as the “Original Indenture”), dated as of October 1, 1924, to the Trustee, for the security of all bonds of the Company outstanding thereunder, and pursuant to the terms and provisions of the Original Indenture, indentures dated as of, respectively, June 1, 1925, August 1, 1927, February 1, 1931, June 1, 1931, October 1, 1932, September 25, 1935, September 1, 1936, November 1, 1936, February 1, 1940, December 1, 1940, September 1, 1947, March 1, 1950, November 15, 1951, January 15, 1953, May 1, 1953, March 15, 1954, May 15, 1955, August 15, 1957, June 1, 1959, December 1, 1966, October 1, 1968, December 1, 1969, July 1, 1970, December 15, 1970, June 15, 1971, November 15, 1971, January 15, 1973, May 1, 1974, October 1, 1974, January 15, 1975, November 1, 1975, December 15, 1975, February 1, 1976, June 15, 1976, July 15, 1976, February 15, 1977, March 1, 1977, June 15, 1977, July 1, 1977, October 1, 1977, June 1, 1978, October 15, 1978, March 15, 1979, July 1, 1979, September 1, 1979, September 15, 1979, January 1, 1980, April 1, 1980, August 15, 1980, August 1, 1981, November 1, 1981, June 30, 1982, August 15, 1982, June 1, 1983, October 1, 1984, May 1, 1985, May 15, 1985, October 15, 1985, April 1, 1986, August 15, 1986, November 30, 1986, January 31, 1987, April 1, 1987, August 15, 1987, November 30, 1987, June 15, 1989, July 15, 1989, December 1, 1989, February 15, 1990, November 1, 1990, April 1, 1991, May 1, 1991, May 15, 1991, September 1, 1991, November 1, 1991, January 15, 1992, February 29, 1992, April 15, 1992, July 15, 1992, July 31, 1992, November 30, 1992, December 15, 1992, January 1, 1993, March 1, 1993, March 15, 1993, April 1, 1993, April 26, 1993, May 31, 1993, June 30, 1993, June 30, 1993, September 15, 1993, March 1, 1994, June 15, 1994, August 15, 1994, December 1, 1994, August 1, 1995, August 1, 1999, August 15, 1999, January 1, 2000, April 15, 2000, August 1, 2000, March 15, 2001, May 1, 2001, August 15, 2001, September 15, 2001, September 17, 2002, October 15, 2002, December 1, 2002, August 1, 2003, March 15, 2004, July 1, 2004, February 1, 2005, April 1, 2005, August 1, 2005, September 15, 2005, September 30, 2005, May 15, 2006, December 1, 2006, December 1, 2007, April 1, 2008, May 1, 2008, June 1, 2008, July 1, 2008, October 1, 2008, December 1, 2008, March 15, 2009, November 1, 2009, August 1, 2010, September 1, 2010, December 1, 2010, March 1, 2011, May 15, 2011, August 1, 2011, August 15, 2011, September 1, 2011, June 20, 2012, March 15, 2013, August 1, 2013 June 1, 2014, July 1, 2014, March 1, 2015, May 1, 2016, August 1, 2017, May 1, 2018, February 1, 2019, February 1, 2020, April 1, 2020, March 1, 2021, February 1, 2022, March 1, 2023, May 1 2023 and February 1, 2024 supplemental to the Original Indenture, have heretofore been entered into between the Company and the Trustee (the Original Indenture and all indentures supplemental thereto together being hereinafter sometimes referred to as the “Indenture”); and

3


ISSUE OF BONDS UNDER INDENTURE.WHEREAS, the Indenture provides that said bonds shall be issuable in one or more series, and makes provision that the rates of interest and dates for the payment thereof, the date of maturity or dates of maturity, if of serial maturity, the terms and rates of optional redemption (if redeemable), the forms of registered bonds without coupons of any series and any other provisions and agreements in respect thereof, in the Indenture provided and permitted, as the Board of Directors may determine, may be expressed in a supplemental indenture to be made by the Company to the Trustee thereunder; and

BONDS HERETOFORE ISSUED.WHEREAS, bonds in the principal amount of Twenty-seven billion, three million, fifty-seven thousand dollars ($27,003,057,000) have heretofore been issued under the indenture as follows, viz:
(1)Bonds of Series A— Principal Amount $26,016,000,
(2)Bonds of Series B— Principal Amount $23,000,000,
(3)Bonds of Series C— Principal Amount $20,000,000,
(4)Bonds of Series D— Principal Amount $50,000,000,
(5)Bonds of Series E— Principal Amount $15,000,000,
(6)Bonds of Series F— Principal Amount $49,000,000,
(7)Bonds of Series G— Principal Amount $35,000,000,
(8)Bonds of Series H— Principal Amount $50,000,000,
(9)Bonds of Series I— Principal Amount $60,000,000,
(10)Bonds of Series J— Principal Amount $35,000,000,
(11)Bonds of Series K— Principal Amount $40,000,000,
(12)Bonds of Series L— Principal Amount $24,000,000,
(13)Bonds of Series M— Principal Amount $40,000,000,
(14)Bonds of Series N— Principal Amount $40,000,000,
(15)Bonds of Series O— Principal Amount $60,000,000,
(16)Bonds of Series P— Principal Amount $70,000,000,
(17)Bonds of Series Q— Principal Amount $40,000,000,
(18)Bonds of Series W— Principal Amount $50,000,000,
(19)Bonds of Series AA— Principal Amount $100,000,000,
(20)Bonds of Series BB— Principal Amount $50,000,000,
(21)Bonds of Series CC— Principal Amount $50,000,000,
(22)Bonds of Series UU— Principal Amount $100,000,000,
4


(23-31)Bonds of Series DDP Nos. 1-9— Principal Amount $14,305,000,
(32-45)Bonds of Series FFR Nos. 1-14— Principal Amount $45,600,000,
(46-67)Bonds of Series GGP Nos. 1-22— Principal Amount $42,300,000,
(68)Bonds of Series HH— Principal Amount $50,000,000,
(69-90)Bonds of Series IIP Nos. 1-22— Principal Amount $3,750,000,
(91-98)Bonds of Series JJP Nos. 1-8— Principal Amount $6,850,000,
(99-107)Bonds of Series KKP Nos. 1-9— Principal Amount $34,890,000,
(108-122)Bonds of Series LLP Nos. 1-15— Principal Amount $8,850,000,
(123-143)Bonds of Series NNP Nos. 1-21— Principal Amount $47,950,000,
(144-161)Bonds of Series OOP Nos. 1-18— Principal Amount $18,880,000,
(162-180)Bonds of Series QQP Nos. 1-19— Principal Amount $13,650,000,
(181-195)Bonds of Series TTP Nos. 1-15— Principal Amount $3,800,000,
(196)Bonds of 1980 Series A— Principal Amount $50,000,000,
(197-221)Bonds of 1980 Series CP Nos. 1-25— Principal Amount $35,000,000,
(222-232)Bonds of 1980 Series DP Nos. 1-11— Principal Amount $10,750,000,
(233-248)Bonds of 1981 Series AP Nos. 1-16— Principal Amount $124,000,000,
(249)Bonds of 1985 Series A— Principal Amount $35,000,000,
(250)Bonds of 1985 Series B— Principal Amount $50,000,000,
(251)Bonds of Series PP— Principal Amount $70,000,000,
(252)Bonds of Series RR— Principal Amount $70,000,000,
(253)Bonds of Series EE— Principal Amount $50,000,000,
(254-255)Bonds of Series MMP and MMP No. 2— Principal Amount $5,430,000,
(256)Bonds of Series T— Principal Amount $75,000,000,
(257)Bonds of Series U— Principal Amount $75,000,000,
(258)Bonds of 1986 Series B— Principal Amount $100,000,000,
(259)Bonds of 1987 Series D— Principal Amount $250,000,000,
(260)Bonds of 1987 Series E— Principal Amount $150,000,000,
(261)Bonds of 1987 Series C— Principal Amount $225,000,000,
(262)Bonds of Series V— Principal Amount $100,000,000,
5


(263)Bonds of Series SS— Principal Amount $150,000,000,
(264)Bonds of 1980 Series B— Principal Amount $100,000,000,
(265)Bonds of 1986 Series C— Principal Amount $200,000,000,
(266)Bonds of 1986 Series A— Principal Amount $200,000,000,
(267)Bonds of 1987 Series B— Principal Amount $175,000,000,
(268)Bonds of Series X— Principal Amount $100,000,000,
(269)Bonds of 1987 Series F— Principal Amount $200,000,000,
(270)Bonds of 1987 Series A— Principal Amount $300,000,000,
(271)Bonds of Series Y— Principal Amount $60,000,000,
(272)Bonds of Series Z— Principal Amount $100,000,000,
(273)Bonds of 1989 Series A— Principal Amount $300,000,000,
(274)Bonds of 1984 Series AP— Principal Amount $2,400,000,
(275)Bonds of 1984 Series BP— Principal Amount $7,750,000,
(276)Bonds of Series R— Principal Amount $100,000,000,
(277)Bonds of Series S— Principal Amount $150,000,000,
(278)Bonds of 1993 Series D— Principal Amount $100,000,000,
(279)Bonds of 1992 Series E— Principal Amount $50,000,000,
(280)Bonds of 1993 Series B— Principal Amount $50,000,000,
(281)Bonds of 1989 Series BP— Principal Amount $66,565,000,
(282)Bonds of 1990 Series A— Principal Amount $194,649,000,
(283)Bonds of 1990 Series D— Principal Amount $0,
(284)Bonds of 1993 Series G— Principal Amount $225,000,000,
(285)Bonds of 1993 Series K— Principal Amount $160,000,000,
(286)Bonds of 1991 Series EP— Principal Amount $41,480,000,
(287)Bonds of 1993 Series H— Principal Amount $50,000,000,
(288)Bonds of 1999 Series D— Principal Amount $40,000,000,
(289)Bonds of 1991 Series FP— Principal Amount $98,375,000,
(290)Bonds of 1992 Series BP— Principal Amount $20,975,000,
6


(291)Bonds of 1992 Series D— Principal Amount $300,000,000,
(292)Bonds of 1992 Series CP— Principal Amount $35,000,000,
(293)Bonds of 1993 Series C— Principal Amount $225,000,000,
(294)Bonds of 1993 Series E— Principal Amount $400,000,000,
(295)Bonds of 1993 Series J— Principal Amount $300,000,000,
(296-301)Bonds of Series KKP Nos. 10-15— Principal Amount $179,590,000,
(302)Bonds of 1989 Series BP No. 2— Principal Amount $36,000,000,
(303)Bonds of 1993 Series FP— Principal Amount $5,685,000,
(304)Bonds of 1993 Series IP— Principal Amount $5,825,000,
(305)Bonds of 1994 Series AP— Principal Amount $7,535,000,
(306)Bonds of 1994 Series BP— Principal Amount $12,935,000,
(307)Bonds of 1994 Series DP— Principal Amount $23,700,000,
(308)Bonds of 1994 Series C— Principal Amount $200,000,000,
(309)Bonds of 2000 Series A— Principal Amount $220,000,000,
(310)Bonds of 2005 Series A— Principal Amount $200,000,000,
(311)Bonds of 1995 Series AP— Principal Amount $97,000,000,
(312)Bonds of 1995 Series BP— Principal Amount $22,175,000,
(313)Bonds of 2001 Series D— Principal Amount $200,000,000,
(314)Bonds of 2005 Series B— Principal Amount $200,000,000,
(315)Bonds of 2006 Series CT— Principal Amount $68,500,000,
(316)Bonds of 2005 Series DT— Principal Amount $119,175,000,
(317)Bonds of 1991 Series AP— Principal Amount $32,375,000,
(318)Bonds of 2008 Series DT— Principal Amount $68,500,000,
(319)Bonds of 1993 Series AP— Principal Amount $65,000,000,
(320)Bonds of 2001 Series E— Principal Amount $500,000,000,
(321)Bonds of 2001 Series AP— Principal Amount $31,000,000,
(322)Bonds of 1991 Series BP— Principal Amount $25,910,000,
(323)Bonds of 2001 Series BP— Principal Amount $82,350,000,
(324)Bonds of 1999 Series AP— Principal Amount $118,360,000,
7


(325)Bonds of 1999 Series CP— Principal Amount $66,565,000,
(326)Bonds of 1999 Series BP— Principal Amount $39,745,000,
(327)Bonds of 2001 Series CP— Principal Amount $139,855,000,
(328)Bonds of 2000 Series B— Principal Amount $50,745,000,
(329)Bonds of 2002 Series A— Principal Amount $225,000,000,
(330)Bonds of 2002 Series C— Principal Amount $64,300,000,
(331)Bonds of 2002 Series D— Principal Amount $55,975,000,
(332)Bonds of 2009 Series CT— Principal Amount $65,000,000,
(333)Bonds of 2003 Series A— Principal Amount $49,000,000,
(334)Bonds of 2008 Series J— Principal Amount $250,000,000,
(335)Bonds of 2008 Series LT— Principal Amount $50,000,000
(336)Bonds of 1990 Series C— Principal Amount $85,475,000,
(337)Bonds of 1990 Series F— Principal Amount $0,
(338)Bonds of 2011 Series AT— Principal Amount $31,000,000,
(339)Bonds of 2004 Series B— Principal Amount $31,980,000,
(340)Bonds of 2004 Series A— Principal Amount $36,000,000,
(341)Bonds of 2009 Series BT— Principal Amount $68,5000,000,
(342)Bonds of 2004 Series D— Principal Amount $200,000,000,
(343)Bonds of 2005 Series AR— Principal Amount $200,000,000,
(344)Bonds of 2010 Series CT— Principal Amount $19,855,000,
(345)Bonds of 1990 Series B— Principal Amount $256,932,000,
(346)Bonds of 1990 Series E — Principal Amount $0,
(347)Bonds of 2008 Series G— Principal Amount $300,000,000,
(348)Bonds of 2008 Series KT— Principal Amount $32,375,000,
(349)Bonds of 2010 Series B — Principal Amount $300,000,000,
(350)Bonds of 2010 Series A— Principal Amount $300,000,000
(351)Bonds of 1991 Series CP— Principal Amount $32,800,000,
(352)Bonds of 1991 Series DP— Principal Amount $37,600,000,
8


(353)Bonds of 2011 Series B— Principal Amount $250,000,000
(354)Bonds of 1992 Series AP— Principal Amount $66,000,000,
(355)Bonds of 2012 Series A— Principal Amount $250,000,000
(356)Bonds of 2005 Series C— Principal Amount $100,000,000
(357)Bonds of 2011 Series D— Principal Amount $102,000,000
(358)Bonds of 2013 Series B— Principal Amount $400,000,000
(359)Bonds of 2014 Series D— Principal Amount $350,000,000
all of which have either been retired and cancelled, or no longer represent obligations of the Company, having matured or having been called for redemption and funds necessary to effect the payment, redemption and retirement thereof having been deposited with the Trustee as a special trust fund to be applied for such purpose;
(360)Bonds of 2002 Series B in the principal amount of Two hundred twenty-five million dollars ($225,000,000) all of which are outstanding at the date hereof;
(361)Bonds of 2005 Series BR in the principal amount of Two hundred million dollars ($200,000,000) all of which are outstanding at the date hereof;
(362)Bonds of 2005 Series E in the principal amount of Two hundred fifty million dollars ($250,000,000) all of which are outstanding at the date hereof;
(363)Bonds of 2006 Series A in the principal amount of Two hundred fifty million dollars ($250,000,000) all of which are outstanding at the date hereof;
(364)Bonds of 2007 Series A in the principal amount of Fifty million dollars ($50,000,000) all of which are outstanding at the date hereof;
(365)Bonds of 2008 Series ET in the principal amount of One hundred nineteen million one hundred seventy-five thousand dollars ($119,175,000) of which fifty-nine million one hundred seventy-five thousand dollars ($59,175,000) are outstanding at the date hereof;
(366)Bonds of 2011 Series E in the principal amount of Seventy-seven million dollars ($77,000,000) all of which are outstanding at the date hereof;
(367)Bonds of 2011 Series F in the principal amount of Forty-six million dollars ($46,000,000) all of which are outstanding at the date hereof;
(368)Bonds of 2011 Series GT in the principal amount of Eighty-two million three hundred fifty thousand dollars ($82,350,000) all of which are outstanding at the date hereof;
(369)Bonds of 2011 Series H in the principal amount of One hundred forty million dollars ($140,000,000) all of which are outstanding at the date hereof;
(370)Bonds of 2012 Series B in the principal amount of Two hundred fifty million dollars ($250,000,000) all of which are outstanding at the date hereof;
(371)Bonds of 2013 Series A in the principal amount of Three hundred seventy-five million dollars ($375,000,000) all of which are outstanding at the date hereof;
9


(372)Bonds of 2014 Series A in the principal amount of One hundred million dollars ($100,000,000) all of which are outstanding at the date hereof;
(373)Bonds of 2014 Series B in the principal amount of One hundred fifty million dollars ($150,000,000) all of which are outstanding at the date hereof;
(374)Bonds of 2014 Series E in the principal amount of Three hundred fifty million dollars ($350,000,000) all of which are outstanding at the date hereof;
(375)Bonds of 2015 Series A in the principal amount of Five hundred million dollars ($500,000,000) all of which are outstanding at the date hereof;
(376)Bonds of 2016 Series A in the principal amount of Three hundred million dollars ($300,000,000) all of which are outstanding at the date hereof;
(377)Bonds of 2017 Series B in the principal amount of Four hundred forty million dollars ($440,000,000) all of which are outstanding at the date hereof;
(378)Bonds of 2018 Series A in the principal amount of Five hundred twenty-five million dollars ($525,000,000) all of which are outstanding at the date hereof;
(379)Bond of 2019 Series A in the principal amount of Six hundred fifty million dollars ($650,000,000) all of which are outstanding at the date hereof;
(380)Bonds of 2020 Series A in the principal amount of Six hundred million dollars ($600,000,000) all of which are outstanding at the date hereof;
(381)Bonds of 2020 Series B in the principal amount of Five hundred million dollars ($500,000,000) all of which are outstanding at the date hereof;
(382)Bonds of 2020 Series C in the principal amount of Six hundred million dollars ($600,000,000) all of which are outstanding at the date hereof;
(383)Bonds of 2021 Green Series A in the principal amount of Five hundred seventy-five million dollars ($575,000,000) all of which are outstanding at the date hereof;
(384)Bonds of 2021 Green Series B in the principal amount of Four hundred twenty-five million dollars ($425,000,000) all of which are outstanding at the date hereof;
(385)Bonds of 2022 Series A in the principal amount of Five hundred million dollars ($500,000,000) all of which are outstanding at the date hereof;
(386)Bonds of 2022 Green Series B in the principal amount of Four hundred million dollars ($400,000,000) all of which are outstanding at the date hereof;
(387)Bonds of 2023 Series A in the principal amount of Six hundred million dollars ($600,000,000) all of which are outstanding at the date hereof;
(388)Bonds of 2023 Series B in the principal amount of Six hundred million dollars ($600,000,000) all of which are outstanding at the date hereof;
(389)Bonds of 2023 Series DT in the principal amount of One hundred million dollars ($100,000,000) all of which are outstanding at the date hereof;
10


(390)Bonds of 2024 Series B in the principal amount of Five hundred million dollars ($500,000,000) all of which are outstanding at the date hereof;
(391)Bonds of 2024 Series C in the principal amount of Five hundred million dollars ($500,000,000) all of which are outstanding at the date hereof;
(392)Bonds of 2025 Series B in the principal amount of Seven hundred million dollars ($700,000,000) all of which are outstanding at the date hereof;
(393)Bonds of 2025 Series C in the principal amount of Seven hundred million dollars ($700,000,000) all of which are outstanding at the date hereof; and
(394)Bonds of 2025 Series D in the principal amount of Three hundred million dollars ($300,000,000) all of which are outstanding at the date hereof;
accordingly, the Company has issued and has presently outstanding Twelve billion, six hundred nineteen million, five hundred twenty-five thousand dollars ($12,619,525,000) aggregate principal amount of its General and Refunding Mortgage Bonds (the “Bonds”) at the date hereof;

REASON FOR CREATION OF NEW SERIES.WHEREAS, the Company desires to issue two new series of bonds pursuant to the Indenture; and

BONDS TO BE 2026 SERIES A AND 2026 SERIES B.WHEREAS, the Company desires by this Supplemental Indenture to create two new series of bonds, to be designated “General and Refunding Mortgage Bonds, 2026 Series A,” in the aggregate principal amount of Eight hundred million dollars ($800,000,000), and “General and Refunding Mortgage Bonds, 2026 Series B in the aggregate principal amount of Eight hundred million dollars ($800,000,000), to be authenticated and delivered pursuant to Section 4 of Article III of the Indenture; and

FURTHER ASSURANCE.WHEREAS, the Original Indenture, by its terms, includes in the property subject to the lien thereof all of the estates and properties, real, personal and mixed, rights, privileges and franchises of every nature and kind and wheresoever situate, then or thereafter owned or possessed by or belonging to the Company or to which it was then or at any time thereafter might be entitled in law or in equity (saving and excepting, however, the property therein specifically excepted or released from the lien thereof), and the Company therein covenanted that it would, upon reasonable request, execute and deliver such further instruments as may be necessary or proper for the better assuring and confirming unto the Trustee all or any part of the trust estate, whether then or thereafter owned or acquired by the Company (saving and excepting, however, property specifically excepted or released from the lien thereof); and
AUTHORIZATION OF SUPPLEMENTAL INDENTURE.WHEREAS, the Company in the exercise of the powers and authority conferred upon and reserved to it under and by virtue of the provisions of the Indenture, and pursuant to resolutions of its Board of Directors, has duly resolved and determined to make, execute and deliver to the Trustee a supplemental indenture in the form hereof for the purposes herein provided; and
WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been done, performed and fulfilled, and the execution and delivery hereof have been in all respects duly authorized;

11


CONSIDERATION FOR SUPPLEMENTAL INDENTURE.NOW, THEREFORE, THIS INDENTURE WITNESSETH: That DTE Electric Company, in consideration of the premises and of the covenants contained in the Indenture and of the sum of One Dollar ($1.00) and other good and valuable consideration to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, hereby covenants and agrees to and with the Trustee and its successors in the trusts under the Original Indenture and in said indentures supplemental thereto as follows:
PART I.

CREATION OF THREE HUNDRED NINETY-FIFTH
SERIES OF BONDS,
GENERAL AND REFUNDING MORTGAGE BONDS,
2026 SERIES A

TERMS OF BONDS OF 2026 SERIES A.SECTION 1. The Company hereby creates the three hundred ninety-fifth series of bonds to be issued under and secured by the Original Indenture as amended to date and as further amended by this Supplemental Indenture, to be designated, and to be distinguished from the bonds of all other series, by the title “General and Refunding Mortgage Bonds, 2026 Series A” (elsewhere herein referred to as the “bonds of 2026 Series A”). The aggregate principal amount of bonds of 2026 Series A shall be limited to Eight hundred million dollars ($800,000,000), except as provided in Sections 7 and 13 of Article II of the Original Indenture with respect to exchanges and replacements of bonds, and except further that the Company may, without the consent of any holder of the bonds of 2026 Series A, “reopen” the bonds of 2026 Series A, so long as any additional bonds of 2026 Series A have the same tenor and terms as the bonds of 2026 Series A established hereby.
The bonds of 2026 Series A shall be issued as registered bonds without coupons in denominations of $2,000 and any larger amount that is an integral multiple of $1,000. The bonds of 2026 Series A shall be issued in the aggregate principal amount of $800,000,000, shall mature on March 1, 2036 (subject to earlier redemption) and shall bear interest, payable semi-annually on March 1 and September 1 of each year (commencing September 1, 2026), at the rate of four and eighty-five hundredths percent (4.85%) per annum until the principal thereof shall have become due and payable and thereafter until the Company’s obligation with respect to the payment of said principal shall have been discharged as provided in the Indenture. The bonds of 2026 Series A will be issued in book-entry form through the facilities of The Depository Trust Company. Except as otherwise specifically provided in this Supplemental Indenture, the bonds of 2026 Series A shall be payable, as to principal, premium, if any, and interest, at the office or agency of the Company in the Borough of Manhattan, the City and State of New York, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts.
Except as provided herein, each bond of 2026 Series A shall be dated the date of its authentication and interest shall be payable on the principal represented thereby from the March 1 or September 1 next preceding the date to which interest has been paid on bonds of 2026 Series A, unless the bond is authenticated on a date prior to September 1, 2026 in which case interest shall be payable from February 27, 2026.
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The bonds of 2026 Series A in definitive form shall be, at the election of the Company, fully engraved or shall be lithographed or printed in authorized denominations as aforesaid and numbered R-1 and upwards (with such further designation as may be appropriate and desirable to indicate by such designation the form, series and denomination of bonds of 2026 Series A). Until bonds of 2026 Series A in definitive form are ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver in lieu thereof, bonds of 2026 Series A in temporary form, as provided in Section 10 of Article II of the Indenture. Temporary bonds of 2026 Series A if any, may be printed and may be issued in authorized denominations in substantially the form of definitive bonds of 2026 Series A, but without a recital of redemption prices and with such omissions, insertions and variations as may be appropriate for temporary bonds, all as may be determined by the Company.
Interest on any bond of 2026 Series A that is payable on any interest payment date and is punctually paid or duly provided for shall be paid to the person in whose name that bond, or any previous bond to the extent evidencing the same debt as that evidenced by that bond, is registered at the close of business on the regular record date for such interest, which regular record date shall be the fifteenth calendar day (whether or not such day is a business day) immediately preceding the applicable interest payment date. If the Company shall default in the payment of the interest due on any interest payment date on the principal represented by any bond of 2026 Series A, such defaulted interest shall forthwith cease to be payable to the registered holder of that bond on the relevant regular record date by virtue of his having been such holder, and such defaulted interest may be paid to the registered holder of that bond (or any bond or bonds of 2026 Series A issued upon transfer or exchange thereof) on the date of payment of such defaulted interest or, at the election of the Company, to the person in whose name that bond (or any bond or bonds of 2026 Series A issued upon transfer or exchange thereof) is registered on a subsequent record date established by notice given by mail by or on behalf of the Company to the holders of bonds of 2026 Series A not less than ten (10) days preceding such subsequent record date, which subsequent record date shall be at least five (5) days prior to the payment date of such defaulted interest. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
Bonds of 2026 Series A, in definitive and temporary form, may bear such legends as may be necessary to comply with any law or with any rules or regulations made pursuant thereto.
If any interest payment date, date of redemption or the stated maturity for the bonds of 2026 Series A would otherwise be a day that is not a business day, payment of principal and/or interest or premium, if any, with respect to the bonds of 2026 Series A will be paid on the next succeeding business day with the same force and effect as if made on such date and no interest on such payment will accrue from and after such date.
“Business day” means any day other than a day on which banking institutions in the State of New York or the State of Michigan are authorized or obligated pursuant to law or executive order to close.

REDEMPTION OF BONDS OF 2026 SERIES A.SECTION 2. Bonds of 2026 Series A will be redeemable at the option of the Company, in whole at any time or in part from time to time at the redemption prices set forth below.
Prior to December 1, 2035 (the “Series A Bonds Par Call Date”), the Company may redeem the bonds of 2026 Series A at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal
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amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the bonds of 2026 Series A matured on the Series A Bonds Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 12.5 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the bonds of 2026 Series A to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.

On or after the Series A Bonds Par Call Date, the Company may redeem the bonds of 2026 Series A, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the bonds of 2026 Series A being redeemed plus accrued and unpaid interest thereon to the redemption date.
“Treasury Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable:
(1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Series A Bonds Par Call Date (the “Remaining Life”); or
(2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Series A Bonds Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or
(3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third business day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Series A Bonds Par Call Date, as applicable. If there is no United States Treasury security maturing on the Series A Bonds Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Series A Bonds Par Call Date, one with a maturity date preceding the Series A Bonds Par Call Date and one with a maturity date following the Series A Bonds Par
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Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Series A Bonds Par Call Date. If there are two or more United States Treasury securities maturing on the Series A Bonds Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no responsibility to determine or calculate the redemption price.
The bonds of 2026 Series A shall be redeemable as aforesaid upon giving notice of such redemption by first class mail, postage prepaid, by or on behalf of the Company at least thirty (30) days, but not more than sixty (60) days, prior to the date fixed for redemption to the registered holders of bonds of 2026 Series A so called for redemption at their last respective addresses appearing on the register thereof, but failure to mail such notice to the registered holders of any bonds of 2026 Series A designated for redemption shall not affect the validity of any such redemption of any other bonds of such series. Interest shall cease to accrue on any bonds of 2026 Series A (or any portion thereof) so called for redemption from and after the date fixed for redemption if payment sufficient to redeem the bonds of 2026 Series A (or such portion) designated for redemption has been duly provided for. Bonds of 2026 Series A redeemed in part only shall be in amounts of $2,000 or any larger amount that is an integral multiple of $1,000.
If the giving of the notice of redemption shall have been completed, or if provision satisfactory to the Trustee for the giving of such notice shall have been made, and if the Company shall have deposited with the Trustee in trust funds (which shall have become available for payment to the holders of the bonds of 2026 Series A so to be redeemed) sufficient to redeem bonds of 2026 Series A in whole or in part, on the date fixed for redemption, then all obligations of the Company in respect of such bonds (or portions thereof) so to be redeemed and interest due or to become due thereon shall cease and be discharged and the holders of such bonds of 2026 Series A (or portions thereof) shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under the Indenture or in respect of such bonds (or portions thereof) and interest.
The bonds of 2026 Series A will also be redeemable at the option of the Company, upon notice, if a Tax Credit Event (as defined below) occurs, in whole but not in part at a redemption price equal to 101% of the principal amount of the bonds of 2026 Series A being redeemed, plus accrued and unpaid interest thereon, if any, to but excluding the date fixed for redemption. A notice of redemption of the bonds of the 2026 Series A upon the occurrence of a Tax Credit Event (i) may only be sent by the later of (a) the end of the calendar year in which the bonds of 2026 Series A were issued and (b) six months from the date of issuance of the bonds of 2026 Series A and (ii) shall be accompanied by a certificate from an officer of the Company stating that a Tax Credit Event has occurred.
A “Tax Credit Event” occurs with respect to the bonds of 2026 Series A if, in the Company’s reasonable determination, there exists a material risk, due to the bonds
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of 2026 Series A (considered together with other debt) having been issued, as part of an original issuance, to one or more “specified foreign entities,” as defined in Section 7701(a)(51)(B) of the Internal Revenue Code of 1986, as amended (the “Code”), that the Company or any of its affiliates would be unable to utilize or otherwise ineligible to claim any tax credits otherwise allowed under Section 38 of the Code.
The bonds of 2026 Series A shall not be entitled to or subject to any sinking fund and shall not be redeemable other than as provided in Section 2 hereof.

EXCHANGE AND TRANSFER.SECTION 3. At the option of the registered holder, any bonds of 2026 Series A, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, the City and State of New York, together with a written instrument of transfer (if so required by the Company or by the Trustee) in form approved by the Company duly executed by the holder or by its duly authorized attorney, shall be exchangeable for a like aggregate principal amount of bonds of 2026 Series A upon the terms and conditions specified herein and in Section 7 of Article II of the Indenture. The Company waives its rights under Section 7 of Article II of the Indenture not to make exchanges or transfers of bonds of 2026 Series A during any period of ten (10) days next preceding any redemption date for such bonds.
Bonds of 2026 Series A, in definitive and temporary form, may bear such legends as may be necessary to comply with any law or with any rules or regulations made pursuant thereto.

FORM OF BONDS OF
2026 SERIES A.
SECTION 4. The bonds of 2026 Series A and the form of Trustee’s Certificate to be endorsed on such bonds shall be substantially in the following forms, respectively:

DTE ELECTRIC COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
2026 SERIES A
[This bond is a global security within the meaning of the indenture hereinafter referred to and is registered in the name of a depository or a nominee of a depository. Unless and until it is exchanged in whole or in part for bonds in certificated form, this bond may not be transferred except as a whole by the Depository Trust Company (“DTC”) to a nominee of DTC or by DTC or any such nominee to a successor of DTC or any such nominee to a successor of DTC or a
nominee of such successor. Unless this bond is presented by an authorized representative of DTC to the issuer or its agent for registration of transfer, exchange or payment, and any bond issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment hereon is made to Cede & Co., or to such other entity as is requested by an authorized representative of DTC) any transfer, pledge or other use hereof for value or otherwise by a person is wrongful, inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]
CUSIP
$______________ No. R-___
DTE ELECTRIC COMPANY (hereinafter called the “Company”), a corporation of the State of Michigan, for value received, hereby promises to pay to [Cede & Co.], or registered assigns, at the Company’s office or agency in the Borough
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of Manhattan, the City and State of New York, the principal sum of _________________ dollars ($_______) in lawful money of the United States of America on March 1, 2036 (subject to earlier redemption) and interest thereon at the rate of 4.85% per annum, in like lawful money, from February 27, 2026 and after the first payment of interest on bonds of this Series has been made or otherwise provided for, from the most recent date to which interest has been paid or otherwise provided for, semi-annually on March 1 and September 1 of each year (commencing September 1, 2026), until the Company’s obligation with respect to payment of said principal shall have been discharged, all as provided, to the extent and in the manner specified in the Indenture hereinafter mentioned and in the supplemental indenture pursuant to which this bond has been issued.
This bond is one of an authorized issue of bonds of the Company, unlimited as to amount except as provided in the Indenture hereinafter mentioned or any indentures supplemental thereto, and is one of a series of General and Refunding Mortgage Bonds known as 2026 Series A, limited to an aggregate principal amount of $800,000,000, except as otherwise provided in the Indenture hereinafter mentioned. This bond and all other bonds of said series are issued and to be issued under, and are all equally and ratably secured (except insofar as any sinking, amortization, improvement or analogous fund, established in accordance with the provisions of the Indenture hereinafter mentioned, may afford additional security for the bonds of any particular series and except as provided in Section 3 of Article VI of said Indenture) by an Indenture, dated as of October 1, 1924, duly executed by the Company to The Bank of New York Mellon Trust Company, N.A., as successor Trustee, to which Indenture and all indentures supplemental thereto (including the Supplemental Indenture dated as of February 1, 2026) reference is hereby made for a description of the properties and franchises mortgaged and conveyed, the nature and extent of the security, the terms and conditions upon which the bonds are issued and under which additional bonds may be issued, and the rights of the holders of the bonds and of the Trustee in respect of such security (which Indenture and all indentures supplemental thereto, including the Supplemental Indenture dated as of February 1, 2026, are hereinafter collectively called the “Indenture”). As provided in the Indenture, said bonds may be for various principal sums and are issuable in series, which may mature at different times, may bear interest at different rates and may otherwise vary as in said Indenture provided. With the consent of the Company and to the extent permitted by and as provided in the Indenture, the rights and obligations of the Company and of the holders of the bonds and the terms and provisions of the Indenture, or of any indenture supplemental thereto, may be modified or altered in certain respects by affirmative vote of at least eighty-five percent (85%) in amount of the bonds then outstanding, and, if the rights of one or more, but less than all, series of bonds then outstanding are to be affected by the action proposed to be taken, then also by affirmative vote of at least eighty-five percent (85%) in amount of the series of bonds so to be affected (excluding in every instance bonds disqualified from voting by reason of the Company’s interest therein as specified in the Indenture); provided, however, that, without the consent of the holder hereof, no such modification or alteration shall, among other things, affect the terms of payment of the principal of or the interest on this bond, which in those respects is unconditional.
This bond is not subject to repayment at the option of the holder hereof. Except as provided below, this bond is not redeemable by the Company prior to maturity and is not subject to any sinking fund.
Prior to December 1, 2035 (the “Series A Bonds Par Call Date”) the Company may redeem this bond at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the
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present values of the remaining scheduled payments of principal and interest hereon discounted to the redemption date (assuming this bond matured on the Series A Bonds Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 12.5 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of this bond to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the Series A Bonds Par Call Date, the Company may redeem this bond, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of this bond being redeemed plus accrued and unpaid interest thereon to the redemption date.
“Treasury Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable:
(1)    the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Series A Bonds Par Call Date (the “Remaining Life”); or
(2)    if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Series A Bonds Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or
(3)    if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third business day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Series A Bonds Par Call Date, as applicable. If there is no United States Treasury security maturing on the Series A Bonds Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Series A Bonds Par Call Date, one with a maturity date preceding the Series A Bonds Par Call Date and one with a maturity date following the Series A Bonds Par Call Date, the Company shall select the United States Treasury security with a
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maturity date preceding the Series A Bonds Par Call Date. If there are two or more United States Treasury securities maturing on the Series A Bonds Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no responsibility to determine or calculate the redemption price.
Notice of any optional redemption will be mailed at least 30 days but not more than 60 days before the optional redemption date to the holder hereof at its registered address. If notice has been provided in accordance with the Indenture and funds for the redemption of this bond called for redemption have been made available on the redemption date, this bond will cease to bear interest on the date fixed for redemption. Thereafter, the only right of the holder hereof will be to receive payment of the redemption price.
Under the Indenture, funds may be deposited with the Trustee (which shall have become available for payment), in advance of the redemption date of any of the bonds of this series (or portions thereof), in trust for the redemption of such bonds (or portions thereof) and the interest due or to become due thereon, and thereupon all obligations of the Company in respect of such bonds (or portions thereof) so to be redeemed and such interest shall cease and be discharged, and the holders thereof shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under the Indenture or with respect to such bonds (or portions thereof) and interest.
This bond is also redeemable at the option of the Company, upon notice, if a Tax Credit Event (as defined below) occurs, in whole but not in part at a redemption price equal to 101% of the principal amount of the bonds of this series being redeemed, plus accrued and unpaid interest thereon, if any, to but excluding the date fixed for redemption. A notice of redemption of this bond upon the occurrence of a Tax Credit Event (i) may only be sent by the later of (a) the end of the calendar year in which the bonds of this series were issued and (b) six months from the date of issuance of the bonds of this series and (ii) shall be accompanied by a certificate from an officer of the Company stating that a Tax Credit Event has occurred
A “Tax Credit Event” occurs with respect to this bond if, in the Company’s reasonable determination, there exists a material risk, due to the bonds of this series (considered together with other debt) having been issued, as part of an original issuance, to one or more “specified foreign entities,” as defined in Section 7701(a)(51)(B) of the Internal Revenue Code of 1986, as amended (the “Code”), that the Company or any of its affiliates would be unable to utilize or otherwise ineligible to claim any tax credits otherwise allowed under Section 38 of the Code.
In case an event of default, as defined in the Indenture, shall occur, the principal of all the bonds issued thereunder may become or be declared due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
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The bonds of this series are issuable only in fully registered form without coupons in denominations of $2,000 and any larger amount that is an integral multiple of $1,000. This Global Security is exchangeable for bonds in definitive form only under certain limited circumstances set forth in the Indenture. As provided in the Indenture and subject to certain limitations therein set forth, bonds of this series are exchangeable for a like aggregate principal amount of bonds of this series of a different authorized denomination, as requested by the registered holder surrendering the same.
This bond is transferable by the registered holder hereof, in person or by his attorney duly authorized in writing, on the books of the Company kept at its office or agency in the Borough of Manhattan, the City and State of New York, upon surrender and cancellation of this bond, and thereupon, a new registered bond of the same series of authorized denominations for a like aggregate principal amount will be issued to the transferee in exchange therefor, and this bond with others in like form may in like manner be exchanged for one or more new bonds of the same series of other authorized denominations, but of the same aggregate principal amount, all as provided and upon the terms and conditions set forth in the Indenture, and upon payment, in any event, of the charges prescribed in the Indenture.
No recourse shall be had for the payment of the principal of or the interest on this bond, or for any claim based hereon or otherwise in respect hereof or of the Indenture, or of any indenture supplemental thereto, against any incorporator, or against any past, present or future stockholder, director or officer, as such, of the Company, or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether for amounts unpaid on stock subscriptions or by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise howsoever; all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released by every holder or owner hereof, as more fully provided in the Indenture.
This bond shall not be valid or become obligatory for any purpose until The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, or its successor thereunder, shall have signed the form of certificate endorsed hereon.
IN WITNESS WHEREOF, DTE ELECTRIC COMPANY has caused this instrument to be executed by an authorized officer, with his or her manual or facsimile signatures, and its corporate seal, or a facsimile thereof, to be impressed or imprinted hereon and the same to be attested by its Corporate Secretary or Assistant Corporate Secretary by manual or facsimile signature.
Dated: _________________
DTE ELECTRIC COMPANY
By: ________________________________
Name:
Title:
[Corporate Seal]
Attest:
By: __________________________
Name:
Title:

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[FORM OF TRUSTEE’S CERTIFICATE]
FORM OF TRUSTEE’S CERTIFICATE.This bond is one of the bonds, of the series designated therein, described in the within-mentioned Indenture.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By: ________________________________
Authorized Representative
Date: _________________


PART II.

CREATION OF THREE HUNDRED NINETY-SIXTH
SERIES OF BONDS,
GENERAL AND REFUNDING MORTGAGE BONDS,
2026 SERIES B


TERMS OF BONDS OF 2026 SERIES B.SECTION 1. The Company hereby creates the three hundred ninety-sixth series of bonds to be issued under and secured by the Original Indenture as amended to date and as further amended by this Supplemental Indenture, to be designated, and to be distinguished from the bonds of all other series, by the title “General and Refunding Mortgage Bonds, 2026 Series B” (elsewhere herein referred to as the “bonds of 2026 Series B”). The aggregate principal amount of bonds of 2026 Series B shall be limited to Eight hundred million dollars ($800,000,000), except as provided in Sections 7 and 13 of Article II of the Original Indenture with respect to exchanges and replacements of bonds, and except further that the Company may, without the consent of any holder of the bonds of 2026 Series B, “reopen” the bonds of 2026 Series B, so long as any additional bonds of 2026 Series B have the same tenor and terms as the bonds of 2026 Series B established hereby.
The bonds of 2026 Series B shall be issued as registered bonds without coupons in denominations of $2,000 and any larger amount that is an integral multiple of $1,000. The bonds of 2026 Series B shall be issued in the aggregate principal amount of $800,000,000, shall mature on March 1, 2056 (subject to earlier redemption) and shall bear interest, payable semi-annually on March 1 and September 1 of each year (commencing September 1, 2026), at the rate of five and fifty-five hundredths percent (5.55%) per annum until the principal thereof shall have become due and payable and thereafter until the Company’s obligation with respect to the payment of said principal shall have been discharged as provided in the Indenture. The bonds of 2026 Series B will be issued in book-entry form through the facilities of The Depository Trust Company. Except as otherwise specifically provided in this Supplemental Indenture, the bonds of 2026 Series B shall be payable, as to principal, premium, if any, and interest, at the office or agency of the Company in the Borough of Manhattan, the City and State of New York, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts.
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Except as provided herein, each bond of 2026 Series B shall be dated the date of its authentication and interest shall be payable on the principal represented thereby from the March 1 or September 1 next preceding the date to which interest has been paid on bonds of 2026 Series B, unless the bond is authenticated on a date prior to September 1, 2026 in which case interest shall be payable from February 27, 2026.
The bonds of 2026 Series B in definitive form shall be, at the election of the Company, fully engraved or shall be lithographed or printed in authorized denominations as aforesaid and numbered R-1 and upwards (with such further designation as may be appropriate and desirable to indicate by such designation the form, series and denomination of bonds of 2026 Series B). Until bonds of 2026 Series B in definitive form are ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver in lieu thereof, bonds of 2026 Series B in temporary form, as provided in Section 10 of Article II of the Indenture. Temporary bonds of 2026 Series B if any, may be printed and may be issued in authorized denominations in substantially the form of definitive bonds of 2026 Series B, but without a recital of redemption prices and with such omissions, insertions and variations as may be appropriate for temporary bonds, all as may be determined by the Company.
Interest on any bond of 2026 Series B that is payable on any interest payment date and is punctually paid or duly provided for shall be paid to the person in whose name that bond, or any previous bond to the extent evidencing the same debt as that evidenced by that bond, is registered at the close of business on the regular record date for such interest, which regular record date shall be the fifteenth calendar day (whether or not such day is a business day) immediately preceding the applicable interest payment date. If the Company shall default in the payment of the interest due on any interest payment date on the principal represented by any bond of 2026 Series B, such defaulted interest shall forthwith cease to be payable to the registered holder of that bond on the relevant regular record date by virtue of his having been such holder, and such defaulted interest may be paid to the registered holder of that bond (or any bond or bonds of 2026 Series B issued upon transfer or exchange thereof) on the date of payment of such defaulted interest or, at the election of the Company, to the person in whose name that bond (or any bond or bonds of 2026 Series B issued upon transfer or exchange thereof) is registered on a subsequent record date established by notice given by mail by or on behalf of the Company to the holders of bonds of 2026 Series B not less than ten (10) days preceding such subsequent record date, which subsequent record date shall be at least five (5) days prior to the payment date of such defaulted interest. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
Bonds of 2026 Series B, in definitive and temporary form, may bear such legends as may be necessary to comply with any law or with any rules or regulations made pursuant thereto.
If any interest payment date, date of redemption or the stated maturity for the bonds of 2026 Series B would otherwise be a day that is not a business day, payment of principal and/or interest or premium, if any, with respect to the bonds of 2026 Series B will be paid on the next succeeding business day with the same force and effect as if made on such date and no interest on such payment will accrue from and after such date.
“Business day” means any day other than a day on which banking institutions in the State of New York or the State of Michigan are authorized or obligated pursuant to law or executive order to close

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REDEMPTION OF BONDS OF 2026 SERIES B.SECTION 2. Bonds of 2026 Series B will be redeemable at the option of the Company, in whole at any time or in part from time to time at the redemption prices set forth below.
Prior to September 1, 2055 (the “Series B Bonds Par Call Date”), the Company may redeem the bonds of 2026 Series B at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the bonds of 2026 Series B matured on the Series B Bonds Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the bonds of 2026 Series B to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the Series B Bonds Par Call Date, the Company may redeem the bonds of 2026 Series B, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the bonds of 2026 Series B being redeemed plus accrued and unpaid interest thereon to the redemption date.
“Treasury Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable:
(1)    the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Series B Bonds Par Call Date (the “Remaining Life”); or
(2)    if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Series B Bonds Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or
(3)    if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third business day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York
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City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Series B Bonds Par Call Date, as applicable. If there is no United States Treasury security maturing on the Series B Bonds Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Series B Bonds Par Call Date, one with a maturity date preceding the Series B Bonds Par Call Date and one with a maturity date following the Series B Bonds Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Series B Bonds Par Call Date. If there are two or more United States Treasury securities maturing on the Series B Bonds Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no responsibility to determine or calculate the redemption price.
The bonds of 2026 Series B shall be redeemable as aforesaid upon giving notice of such redemption by first class mail, postage prepaid, by or on behalf of the Company at least thirty (30) days, but not more than sixty (60) days, prior to the date fixed for redemption to the registered holders of bonds of 2026 Series B so called for redemption at their last respective addresses appearing on the register thereof, but failure to mail such notice to the registered holders of any bonds of 2026 Series B designated for redemption shall not affect the validity of any such redemption of any other bonds of such series. Interest shall cease to accrue on any bonds of 2026 Series B (or any portion thereof) so called for redemption from and after the date fixed for redemption if payment sufficient to redeem the bonds of 2026 Series B (or such portion) designated for redemption has been duly provided for. Bonds of 2026 Series B redeemed in part only shall be in amounts of $2,000 or any larger amount that is an integral multiple of $1,000.
If the giving of the notice of redemption shall have been completed, or if provision satisfactory to the Trustee for the giving of such notice shall have been made, and if the Company shall have deposited with the Trustee in trust funds (which shall have become available for payment to the holders of the bonds of 2026 Series B so to be redeemed) sufficient to redeem bonds of 2026 Series B in whole or in part, on the date fixed for redemption, then all obligations of the Company in respect of such bonds (or portions thereof) so to be redeemed and interest due or to become due thereon shall cease and be discharged and the holders of such bonds of 2026 Series B (or portions thereof) shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under the Indenture or in respect of such bonds (or portions thereof) and interest.
The bonds of 2026 Series B will also be redeemable at the option of the Company, upon notice, if a Tax Credit Event (as defined below) occurs, in whole but not in part at a redemption price equal to 101% of the principal amount of the bonds of 2026 Series B being redeemed, plus accrued and unpaid interest thereon, if any, to but excluding the date fixed for redemption. A notice of redemption of the bonds of the 2026 Series B upon the occurrence of a Tax Credit Event (i) may only be sent by the later of (a) the end of the calendar year in which the bonds of 2026 Series B were
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issued and (b) six months from the date of issuance of the bonds of 2026 Series B and (ii) shall be accompanied by a certificate from an officer of the Company stating that a Tax Credit Event has occurred.
A “Tax Credit Event” occurs with respect to the bonds of 2026 Series B if, in the Company’s reasonable determination, there exists a material risk, due to the bonds of 2026 Series B (considered together with other debt) having been issued, as part of an original issuance, to one or more “specified foreign entities,” as defined in Section 7701(a)(51)(B) of the Code, that the Company or any of its affiliates would be unable to utilize or otherwise ineligible to claim any tax credits otherwise allowed under Section 38 of the Code.
The bonds of 2026 Series B shall not be entitled to or subject to any sinking fund and shall not be redeemable other than as provided in Section 2 hereof.
EXCHANGE AND TRANSFER.SECTION 3. At the option of the registered holder, any bonds of 2026 Series B, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, the City and State of New York, together with a written instrument of transfer (if so required by the Company or by the Trustee) in form approved by the Company duly executed by the holder or by its duly authorized attorney, shall be exchangeable for a like aggregate principal amount of bonds of 2026 Series B upon the terms and conditions specified herein and in Section 7 of Article II of the Indenture. The Company waives its rights under Section 7 of Article II of the Indenture not to make exchanges or transfers of bonds of 2026 Series B during any period of ten (10) days next preceding any redemption date for such bonds.
Bonds of 2026 Series B, in definitive and temporary form, may bear such legends as may be necessary to comply with any law or with any rules or regulations made pursuant thereto.
FORM OF BONDS OF 2026 SERIES B.SECTION 4. The bonds of 2026 Series B and the form of Trustee’s Certificate to be endorsed on such bonds shall be substantially in the following forms, respectively:

    
DTE ELECTRIC COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
2026 SERIES B
[This bond is a global security within the meaning of the indenture hereinafter referred to and is registered in the name of a depository or a nominee of a depository. Unless and until it is exchanged in whole or in part for bonds in certificated form, this bond may not be transferred except as a whole by the Depository Trust Company (“DTC”) to a nominee of DTC or by DTC or any such nominee to a successor of DTC or any such nominee to a successor of DTC or a nominee of such successor. Unless this bond is presented by an authorized representative of DTC to the issuer or its agent for registration of transfer, exchange or payment, and any bond issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment hereon is made to Cede & Co., or to such other entity as is requested by an authorized representative of DTC) any transfer, pledge or other use hereof for value or otherwise by a person is wrongful, inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]
CUSIP
$______________ No. R-___
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DTE ELECTRIC COMPANY (hereinafter called the “Company”), a corporation of the State of Michigan, for value received, hereby promises to pay to [Cede & Co.], or registered assigns, at the Company’s office or agency in the Borough of Manhattan, the City and State of New York, the principal sum of ___________ dollars ($_______) in lawful money of the United States of America on March 1, 2056 (subject to earlier redemption) and interest thereon at the rate of 5.55% per annum, in like lawful money, from February 27, 2026 and after the first payment of interest on bonds of this Series has been made or otherwise provided for, from the most recent date to which interest has been paid or otherwise provided for, semi-annually on March 1 and September 1 of each year (commencing September 1, 2026), until the Company’s obligation with respect to payment of said principal shall have been discharged, all as provided, to the extent and in the manner specified in the Indenture hereinafter mentioned and in the supplemental indenture pursuant to which this bond has been issued.
This bond is one of an authorized issue of bonds of the Company, unlimited as to amount except as provided in the Indenture hereinafter mentioned or any indentures supplemental thereto, and is one of a series of General and Refunding Mortgage Bonds known as 2026 Series B, limited to an aggregate principal amount of $800,000,000, except as otherwise provided in the Indenture hereinafter mentioned. This bond and all other bonds of said series are issued and to be issued under, and are all equally and ratably secured (except insofar as any sinking, amortization, improvement or analogous fund, established in accordance with the provisions of the Indenture hereinafter mentioned, may afford additional security for the bonds of any particular series and except as provided in Section 3 of Article VI of said Indenture) by an Indenture, dated as of October 1, 1924, duly executed by the Company to The Bank of New York Mellon Trust Company, N.A., as successor Trustee, to which Indenture and all indentures supplemental thereto (including the Supplemental Indenture dated as of February 1, 2026) reference is hereby made for a description of the properties and franchises mortgaged and conveyed, the nature and extent of the security, the terms and conditions upon which the bonds are issued and under which additional bonds may be issued, and the rights of the holders of the bonds and of the Trustee in respect of such security (which Indenture and all indentures supplemental thereto, including the Supplemental Indenture dated as of February 1, 2026, are hereinafter collectively called the “Indenture”). As provided in the Indenture, said bonds may be for various principal sums and are issuable in series, which may mature at different times, may bear interest at different rates and may otherwise vary as in said Indenture provided. With the consent of the Company and to the extent permitted by and as provided in the Indenture, the rights and obligations of the Company and of the holders of the bonds and the terms and provisions of the Indenture, or of any indenture supplemental thereto, may be modified or altered in certain respects by affirmative vote of at least eighty-five percent (85%) in amount of the bonds then outstanding, and, if the rights of one or more, but less than all, series of bonds then outstanding are to be affected by the action proposed to be taken, then also by affirmative vote of at least eighty-five percent (85%) in amount of the series of bonds so to be affected (excluding in every instance bonds disqualified from voting by reason of the Company’s interest therein as specified in the Indenture); provided, however, that, without the consent of the holder hereof, no such modification or alteration shall, among other things, affect the terms of payment of the principal of or the interest on this bond, which in those respects is unconditional.
This bond is not subject to repayment at the option of the holder hereof. Except as provided below, this bond is not redeemable by the Company prior to maturity and is not subject to any sinking fund.
Prior to September 1, 2055 (the “Series B Bonds Par Call Date”), the Company may redeem this bond at its option, in whole or in part, at any time and from time to time,
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at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest hereon discounted to the redemption date (assuming this bond matured on the Series B Bonds Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of this bond to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the Series B Bonds Par Call Date, the Company may redeem this bond, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of this bond being redeemed plus accrued and unpaid interest thereon to the redemption date.
“Treasury Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable:
(1)    the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Series B Bonds Par Call Date (the “Remaining Life”); or
(2)    if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Series B Bonds Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or
(3)    if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third business day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Series B Bonds Par Call Date, as applicable. If there is no United States Treasury security maturing on the Series B Bonds Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Series B Bonds Par Call Date, one with a maturity date preceding the Series B Bonds Par Call Date and one with a maturity date following the Series B Bonds Par
27


Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Series B Bonds Par Call Date. If there are two or more United States Treasury securities maturing on the Series B Bonds Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no responsibility to determine or calculate the redemption price.
Notice of any optional redemption will be mailed at least 30 days but not more than 60 days before the optional redemption date to the holder hereof at its registered address. If notice has been provided in accordance with the Indenture and funds for the redemption of this bond called for redemption have been made available on the redemption date, this bond will cease to bear interest on the date fixed for redemption. Thereafter, the only right of the holder hereof will be to receive payment of the redemption price.
Under the Indenture, funds may be deposited with the Trustee (which shall have become available for payment), in advance of the redemption date of any of the bonds of this series (or portions thereof), in trust for the redemption of such bonds (or portions thereof) and the interest due or to become due thereon, and thereupon all obligations of the Company in respect of such bonds (or portions thereof) so to be redeemed and such interest shall cease and be discharged, and the holders thereof shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under the Indenture or with respect to such bonds (or portions thereof) and interest.
This bond is also redeemable at the option of the Company, upon notice, if a Tax Credit Event (as defined below) occurs, in whole but not in part at a redemption price equal to 101% of the principal amount of the bonds of this series being redeemed, plus accrued and unpaid interest thereon, if any, to but excluding the date fixed for redemption. A notice of redemption of this bond upon the occurrence of a Tax Credit Event (i) may only be sent by the later of (a) the end of the calendar year in which the bonds of this series were issued and (b) six months from the date of issuance of the bonds of this series and (ii) shall be accompanied by a certificate from an officer of the Company stating that a Tax Credit Event has occurred.
A “Tax Credit Event” occurs with respect to this bond if, in the Company’s reasonable determination, there exists a material risk, due to the bonds of this series (considered together with other debt) having been issued, as part of an original issuance, to one or more “specified foreign entities,” as defined in Section 7701(a)(51)(B) of the Internal Revenue Code of 1986, as amended (the “Code”), that the Company or any of its affiliates would be unable to utilize or otherwise ineligible to claim any tax credits otherwise allowed under Section 38 of the Code.
In case an event of default, as defined in the Indenture, shall occur, the principal of all the bonds issued thereunder may become or be declared due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
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The bonds of this series are issuable only in fully registered form without coupons in denominations of $2,000 and any larger amount that is an integral multiple of $1,000. This Global Security is exchangeable for bonds in definitive form only under certain limited circumstances set forth in the Indenture. As provided in the Indenture and subject to certain limitations therein set forth, bonds of this series are exchangeable for a like aggregate principal amount of bonds of this series of a different authorized denomination, as requested by the registered holder surrendering the same.
This bond is transferable by the registered holder hereof, in person or by his attorney duly authorized in writing, on the books of the Company kept at its office or agency in the Borough of Manhattan, the City and State of New York, upon surrender and cancellation of this bond, and thereupon, a new registered bond of the same series of authorized denominations for a like aggregate principal amount will be issued to the transferee in exchange therefor, and this bond with others in like form may in like manner be exchanged for one or more new bonds of the same series of other authorized denominations, but of the same aggregate principal amount, all as provided and upon the terms and conditions set forth in the Indenture, and upon payment, in any event, of the charges prescribed in the Indenture.
No recourse shall be had for the payment of the principal of or the interest on this bond, or for any claim based hereon or otherwise in respect hereof or of the Indenture, or of any indenture supplemental thereto, against any incorporator, or against any past, present or future stockholder, director or officer, as such, of the Company, or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether for amounts unpaid on stock subscriptions or by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise howsoever; all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released by every holder or owner hereof, as more fully provided in the Indenture.
This bond shall not be valid or become obligatory for any purpose until The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, or its successor thereunder, shall have signed the form of certificate endorsed hereon.
IN WITNESS WHEREOF, DTE ELECTRIC COMPANY has caused this instrument to be executed by an authorized officer, with his or her manual or facsimile signatures, and its corporate seal, or a facsimile thereof, to be impressed or imprinted hereon and the same to be attested by its Corporate Secretary or Assistant Corporate Secretary by manual or facsimile signature.
Dated: _________________
DTE ELECTRIC COMPANY
By: ________________________________
Name:
Title:
[Corporate Seal]
Attest:
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By: __________________________
Name:
Title:

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

PART III.
RECORDING AND FILING DATA
RECORDING AND FILING OF ORIGINAL INDENTUREThe Original Indenture and indentures supplemental thereto have been recorded and/or filed and Certificates of Provision for Payment have been recorded as hereinafter set forth.
The Original Indenture has been recorded as a real estate mortgage and filed as a chattel Mortgage in the offices of the respective Registers of Deeds of certain counties in the State of Michigan as set forth in the Supplemental Indenture dated as of September 1, 1947, has been recorded as a real estate mortgage in the office of the Register of Deeds of Mason County, Michigan as set forth in the Supplemental Indenture dated as of June 15, 1971, has been recorded as a real estate mortgage in the office of the Register of Deeds of Genesee County, Michigan as set forth in the Supplemental Indenture dated as of May 1, 1974, has been recorded as a real estate mortgage in the office of the Register of Deeds of Gratiot County, Michigan on June 18, 2012 at Liber 923 Page 772, has been recorded as a real estate mortgage in the office of the Register of Deeds of Midland County, Michigan on June 18, 2012 at Liber 1555 Page 504, has been recorded as a real estate mortgage in the office of the Register of Deeds of Montcalm County, Michigan on March 6, 2015 at Document Number 2015R-03220, has been recorded as a real estate mortgage in the office of the Register of Deeds of Saginaw County, Michigan on May 4, 2023 at Document Number 2023011128, has been recorded as a real estate mortgage in the office of the Register of Deeds of Delta County, Michigan on May 8, 2023 at Liber 1366 Page 424, has been recorded as a real estate mortgage in the office of the Register of Deeds of Isabella County, Michigan on May 12, 2023 at Liber 1900 Page 4973, has been recorded as a real estate mortgage in the office of the Register of Deeds of Branch County, Michigan on November 7, 2024 at 2024-05976, has been recorded as a real estate mortgage in the office of the Register of Deeds of Presque Isle County, Michigan on November 7, 2024 at B 704 P 851, has been recorded as a real estate mortgage in the office of the Register of Deeds of Bay County, Michigan on November 19, 2025 at 202514458, has been recorded as a real estate mortgage in the office of the Register of Deeds of Arenac County, Michigan on November 21, 2025 at 202503780, has been recorded as a real estate mortgage in the office of the Register of Deeds of Gladwin County, Michigan on January 2, 2026 at Liber 1330 Page 438, has been filed in the Office of the Secretary of State of Michigan on November 16, 1951 and has been filed and recorded in the office of the Interstate Commerce Commission on December 8, 1969.
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RECORDING AND FILING OF SUPPLEMENTAL INDENTURESPursuant to the terms and provisions of the Original Indenture, indentures supplemental thereto heretofore entered into have been Recorded as a real estate mortgage and/or filed as a chattel mortgage or as a financing statement in the offices of the respective Registers of Deeds of certain counties in the State of Michigan, the Office of the Secretary of State of Michigan and the Office of the Interstate Commerce Commission or the Surface Transportation Board, as set forth in supplemental indentures as follows:
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL INDENTUREPURPOSE OF SUPPLEMENTALSUPPLEMENTAL
DATED AS OFINDENTUREINDENTURE DATED AS OF
June 1, 1925(a)(b)Series B BondsFebruary 1, 1940
August 1, 1927(a)(b)Series C BondsFebruary 1, 1940
February 1, 1931(a)(b)Series D BondsFebruary 1, 1940
June 1, 1931(a)(b)Subject PropertiesFebruary 1, 1940
October 1, 1932(a)(b)Series E BondsFebruary 1, 1940
September 25, 1935(a)(b)Series F BondsFebruary 1, 1940
September 1, 1936(a)(b)Series G BondsFebruary 1, 1940
November 1, 1936(a)(b)Subject PropertiesFebruary 1, 1940
February 1, 1940(a)(b)Subject PropertiesSeptember 1, 1947
December 1, 1940(a)(b)Series H Bonds and Additional ProvisionsSeptember 1, 1947
September 1, 1947(a)(b)(c)Series I Bonds, Subject Properties and Additional ProvisionsNovember 15, 1951
March 1, 1950(a)(b)(c)Series J Bonds and Additional ProvisionsNovember 15, 1951
November 15, 1951(a)(b)(c)Series K Bonds, Additional Provisions and Subject PropertiesJanuary 15, 1953
January 15, 1953(a)(b)Series L BondsMay 1, 1953
May 1, 1953(a)Series M Bonds and Subject PropertiesMarch 15, 1954
March 15, 1954(a)(c)Series N Bonds and Subject PropertiesMay 15, 1955
May 15, 1955(a)(c)Series O Bonds and Subject PropertiesAugust 15, 1957
August 15, 1957(a)(c)Series P Bonds, Additional Provisions and Subject PropertiesJune 1, 1959
June 1, 1959(a)(c)Series Q Bonds and Subject PropertiesDecember 1, 1966
December 1, 1966(a)(c)Series R Bonds, Additional Provisions and Subject PropertiesOctober 1, 1968
October 1, 1968(a)(c)Series S Bonds and Subject PropertiesDecember 1, 1969
December 1, 1969(a)(c)Series T Bonds and Subject PropertiesJuly 1, 1970
July 1, 1970(c)Series U Bonds and Subject PropertiesDecember 15, 1970
December 15, 1970(c)Series V Bonds and Series W BondsJune 15, 1971
June 15, 1971(c)Series X Bonds and Subject PropertiesNovember 15, 1971
November 15, 1971(c)Series Y Bonds and Subject PropertiesJanuary 15, 1973
January 15, 1973(c)Series Z Bonds and Subject PropertiesMay 1, 1974
May 1, 1974Series AA Bonds and Subject PropertiesOctober 1, 1974
October 1, 1974Series BB Bonds and Subject PropertiesJanuary 15, 1975
January 15, 1975Series CC Bonds and Subject PropertiesNovember 1, 1975
November 1, 1975Series DDP Nos. 1-9 Bonds and Subject PropertiesDecember 15, 1975
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RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL INDENTUREPURPOSE OF SUPPLEMENTALSUPPLEMENTAL
DATED AS OFINDENTUREINDENTURE DATED AS OF
December 15, 1975Series EE Bonds and Subject PropertiesFebruary 1, 1976
February 1, 1976Series FFR Nos. 1-13 BondsJune 15, 1976
June 15, 1976Series GGP Nos. 1-7 Bonds and Subject PropertiesJuly 15, 1976
July 15, 1976Series HH Bonds and Subject PropertiesFebruary 15, 1977
February 15, 1977Series MMP Bonds and Subject PropertiesMarch 1, 1977
March 1, 1977Series IIP Nos. 1-7 Bonds, Series JJP Nos. 1-7 Bonds, Series KKP Nos. 1-7 Bonds and Series LLP Nos. 1-7 BondsJune 15, 1977
June 15, 1977Series FFR No. 14 Bonds and Subject PropertiesJuly 1, 1977
July 1, 1977Series NNP Nos. 1-7 Bonds and Subject PropertiesOctober 1, 1977
October 1, 1977Series GGP Nos. 8-22 Bonds and Series OOP Nos. 1-17 Bonds and Subject PropertiesJune 1, 1978
June 1, 1978Series PP Bonds, Series QQP Nos. 1-9 Bonds and Subject PropertiesOctober 15, 1978
October 15, 1978Series RR Bonds and Subject PropertiesMarch 15, 1979
March 15, 1979Series SS Bonds and Subject PropertiesJuly 1, 1979
July 1, 1979Series IIP Nos. 8-22 Bonds, Series NNP Nos. 8-21 Bonds and Series TTP Nos. 1-15 Bonds and Subject PropertiesSeptember 1, 1979
September 1, 1979Series JJP No. 8 Bonds, Series KKP No. 8 Bonds, Series LLP Nos. 8-15 Bonds, Series MMP No. 2 Bonds and Series OOP No. 18 Bonds and Subject PropertiesSeptember 15, 1979
September 15, 1979Series UU BondsJanuary 1, 1980
January 1, 19801980 Series A Bonds and Subject PropertiesApril 1, 1980
April 1, 19801980 Series B BondsAugust 15, 1980
August 15, 1980Series QQP Nos. 10-19 Bonds, 1980 Series CP Nos. 1-12 Bonds and 1980 Series DP No. 1-11 Bonds and Subject PropertiesAugust 1, 1981
August 1, 19811980 Series CP Nos. 13-25 Bonds and Subject PropertiesNovember 1, 1981
November 1, 19811981 Series AP Nos. 1-12 BondsJune 30, 1982
June 30, 1982Article XIV ReconfirmationAugust 15, 1982
August 15, 19821981 Series AP Nos. 13-14 Bonds and Subject PropertiesJune 1, 1983
June 1, 19831981 Series AP Nos. 15-16 Bonds and Subject PropertiesOctober 1, 1984
October 1, 19841984 Series AP Bonds and 1984 Series BP Bonds and Subject PropertiesMay 1, 1985
May 1, 19851985 Series A BondsMay 15, 1985
32


RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL INDENTUREPURPOSE OF SUPPLEMENTALSUPPLEMENTAL
DATED AS OFINDENTUREINDENTURE DATED AS OF
May 15, 19851985 Series B Bonds and Subject PropertiesOctober 15, 1985
October 15, 1985Series KKP No. 9 Bonds and Subject PropertiesApril 1, 1986
April 1, 19861986 Series A Bonds and Subject PropertiesAugust 15, 1986
August 15, 19861986 Series B Bonds and Subject PropertiesNovember 30, 1986
November 30, 19861986 Series C BondsJanuary 31, 1987
January 31, 19871987 Series A BondsApril 1, 1987
April 1, 19871987 Series B Bonds and 1987 Series C BondsAugust 15, 1987
August 15, 19871987 Series D Bonds, 1987 Series E Bonds and Subject PropertiesNovember 30, 1987
November 30, 19871987 Series F BondsJune 15, 1989
June 15, 19891989 Series A BondsJuly 15, 1989
July 15, 1989Series KKP No. 10 BondsDecember 1, 1989
December 1, 1989Series KKP No. 11 Bonds and 1989 Series BP BondsFebruary 15, 1990
February 15, 19901990 Series A Bonds, 1990 Series B Bonds, 1990 Series C Bonds, 1990 Series D Bonds, 1990 Series E Bonds and 1990 Series F BondsNovember 1, 1990
November 1, 1990Series KKP No. 12 BondsApril 1, 1991
April 1, 19911991 Series AP BondsMay 1, 1991
May 1, 19911991 Series BP Bonds and 1991 Series CP BondsMay 15, 1991
May 15, 19911991 Series DP BondsSeptember 1, 1991
September 1, 19911991 Series EP BondsNovember 1, 1991
November 1, 19911991 Series FP BondsJanuary 15, 1992
January 15, 19921992 Series BP BondsFebruary 29, 1992 and April 15, 1992
February 29, 19921992 Series AP BondsApril 15, 1992
April 15, 1992Series KKP No. 13 BondsJuly 15, 1992
July 15, 19921992 Series CP BondsNovember 30, 1992
July 31, 19921992 Series D BondsNovember 30, 1992
November 30, 19921992 Series E Bonds and 1993 Series B BondsMarch 15, 1993
December 15, 1992Series KKP No. 14 Bonds and 1989 Series BP No. 2 BondsMarch 15, 1993
January 1, 19931993 Series C BondsApril 1, 1993
March 1, 19931993 Series E BondsJune 30, 1993
March 15, 19931993 Series D BondsSeptember 15, 1993
April 1, 19931993 Series FP Bonds and 1993 Series IP BondsSeptember 15, 1993
April 26, 19931993 Series G Bonds and Amendment of Article II, Section 5September 15, 1993
May 31, 19931993 Series J BondsSeptember 15, 1993
33


RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL INDENTUREPURPOSE OF SUPPLEMENTALSUPPLEMENTAL
DATED AS OFINDENTUREINDENTURE DATED AS OF
June 30, 19931993 Series AP Bonds(d)
June 30, 19931993 Series H Bonds(d)
September 15, 19931993 Series K BondsMarch 1, 1994
March 1, 19941994 Series AP BondsJune 15, 1994
June 15, 19941994 Series BP BondsDecember 1, 1994
August 15, 19941994 Series C BondsDecember 1, 1994
December 1, 1994Series KKP No. 15 Bonds and 1994 Series DP BondsAugust 1, 1995
August 1, 19951995 Series AP Bonds and 1995 Series BP BondsAugust 1, 1999
August 1, 1999 1999 Series AP Bonds, 1999 Series BP Bonds and 1999 Series CP Bonds(d)
August 15, 19991999 Series D Bonds(d)
January 1, 20002000 Series A Bonds(d)
April 15, 2000Appointment of Successor Trustee(d)
August 1, 20002000 Series BP Bonds(d)
March 15, 20012001 Series AP Bonds(d)
May 1, 20012001 Series BP Bonds(d)
August 15, 20012001 Series CP Bonds(d)
September 15, 20012001 Series D Bonds and 2001 Series E Bonds(d)
September 17, 2002Amendment of Article XIII, Section 3 and Appointment of Successor Trustee(d)
October 15, 20022002 Series A Bonds and 2002 Series B Bonds(d)
December 1, 20022002 Series C Bonds and 2002 Series D Bonds(d)
August 1, 20032003 Series A Bonds(d)
March 15, 20042004 Series A Bonds and 2004 Series B Bonds(d)
July 1, 20042004 Series D Bonds(d)
February 1, 20052005 Series A Bonds and 2005 Series B BondsMay 15, 2006
April 1, 20052005 Series AR Bonds and 2005 Series BR BondsMay 15, 2006
August 1, 20052005 Series DT BondsMay 15, 2006
September 15, 20052005 Series C BondsMay 15, 2006
September 30, 20052005 Series E BondsMay 15, 2006
May 15, 20062006 Series A BondsDecember 1, 2006
December 1, 20062006 Series CT BondsDecember 1, 2007
December 1, 20072007 Series A BondsApril 1, 2008
April 1, 20082008 Series DT BondsMay 1, 2008
May 1, 20082008 Series ET BondsJuly 1, 2008
June 1, 20082008 Series G BondsOctober 1, 2008
July 1, 20082008 Series KT BondsOctober 1, 2008
October 1, 20082008 Series J BondsDecember 1, 2008
34


RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL INDENTUREPURPOSE OF SUPPLEMENTALSUPPLEMENTAL
DATED AS OFINDENTUREINDENTURE DATED AS OF
December 1, 20082008 Series LT BondsMarch 15, 2009
March 15, 20092009 Series BT BondsNovember 1, 2009
November 1, 20092009 Series CT BondsAugust 1, 2010
August 1, 20102010 Series B BondsDecember 1, 2010
September 1, 20102010 Series A BondsDecember 1, 2010
December 1, 20102010 Series CT BondsMarch 1, 2011
March 1, 20112011 Series AT BondsMay 15, 2011
May 15, 20112011 Series B BondsAugust 1, 2011
August 1, 20112011 Series GT BondsJune 20, 2012
August 15, 20112011 Series D, 2011 Series E and 2011 Series F BondsJune 20, 2012
September 1, 20112011 Series H BondsJune 20, 2012
June 20, 20122012 Series A and B BondsMarch 15, 2013
March 15, 20132013 Series A BondsAugust 1, 2013
August 1, 20132013 Series B BondsJune 1, 2014
June 1, 20142014 Series A and B BondsJuly 1, 2014
July 1, 20142014 Series D and E BondsMarch 1, 2015
March 1, 20152015 Series A BondsMay 1, 2016
May 1, 20162016 Series A BondsAugust 1, 2017
August 1, 20172017 Series B BondsMay 1, 2018
May 1, 20182018 Series A BondsFebruary 1, 2019
February 1, 20192019 Series A and B BondsFebruary 1, 2020
February 1, 20202020 Series A and B BondsMarch 1, 2021
April 1, 20202020 Series C BondsMarch 1, 2021
March 1, 20212021 Green Series A and B BondsFebruary 1, 2022
February 1, 20222022 Series A and Green Series B BondsMarch 1, 2023
March 1, 20232023 Series A and B BondsMay 1, 2023
May 1, 20232023 Series DT BondsFebruary 1, 2024
February 1, 20242024 Series B and C BondsMay 1, 2025

(a) See Supplemental Indenture dated as of July 1, 1970 for Interstate Commerce Commission filing and recordation information.
(b) See Supplemental Indenture dated as of May 1, 1953 for Secretary of State of Michigan filing information.
(c) See Supplemental Indenture dated as of May 1, 1974 for County of Genesee, Michigan recording and filing information.
(d) Recording and filing information for this Supplemental Indenture has not been set forth in a subsequent Supplemental Indenture.

35


RECORDING AND FILING OF SUPPLEMENTAL INDENTURE DATED AS OF MAY 1, 2025.Further, pursuant to the terms and provisions of the Original Indenture, a Supplemental Indenture dated as of May 1, 2025 providing for the terms of bonds to be issued thereunder of 2025 Series B, 2025 Series C, and 2025 Series D has heretofore been entered into between the Company and the Trustee and has been filed in the Office of the Secretary of State of Michigan as a financing statement on May 27, 2025 (Filing No. 20250527000029518-5), has been filed and recorded in the Office of the Surface Transportation Board on May 20, 2025 (Recordation No. 5485-XXXXXX), and has been recorded as a real estate mortgage in the offices of the respective Register of Deeds of certain counties in the State of Michigan, as follows:
LIBER/
COUNTYRECORDEDINSTRUMENT NO.PAGE
Branch County Michigan5/23/20252025-03107-
Delta County Michigan5/23/20251419667
Genesee County Michigan5/20/2025202505200000293-
Gratiot County Michigan5/21/20252025R-02670-
Huron County Michigan5/19/20251877157
Ingham County Michigan5/19/20252025-013426-
Isabella County Michigan5/19/202519114057
Lapeer County Michigan5/19/20253457378
Lenawee County Michigan5/19/202526830897
Livingston County Michigan5/19/20252025R-009557-
Macomb County Michigan5/19/202530104458
Mason County Michigan5/19/202520205R02442-
Midland County Michigan5/20/20252025R-04516-
Monroe County Michigan5/19/20252025R08153-
Montcalm County Michigan5/20/20252025R-05525-
Oakland County Michigan 5/22/202560227573
Presque Isle County Michigan5/20/20250071200385
Saginaw County Michigan5/19/20252025012415-
Sanilac County Michigan5/21/202516237
St. Clair County Michigan5/21/20255815434
Tuscola County Michigan 5/20/20250157400572
Washtenaw County Michigan 5/21/20255589867
Wayne County Michigan5/27/202559571429

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

36


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

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

EXECUTION IN COUNTERPARTS.THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL; BUT SUCH COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.

TESTIMONIUM.IN WITNESS WHEREOF, DTE ELECTRIC COMPANY AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. HAVE CAUSED THESE PRESENTS TO BE SIGNED IN THEIR RESPECTIVE CORPORATE NAMES BY THEIR RESPECTIVE CHAIRMEN OF THE BOARD, PRESIDENTS, VICE PRESIDENTS, ASSISTANT VICE PRESIDENTS, TREASURERS OR ASSISTANT TREASURERS, ATTESTED BY THEIR RESPECTIVE SECRETARIES OR ASSISTANT SECRETARIES, ALL AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.




[Remainder of this page intentionally left blank]

37



EXECUTION BY
COMPANY.DTE ELECTRIC COMPANY
By: /s/David Ruud
Name: David Ruud
Title: Vice Chairman and Chief Financial Officer
 
Attest:
By: /s/Sarah M. Bello
Name: Sarah M. Bello
Title: Assistant Corporate Secretary
Signed and delivered by
DTE ELECTRIC COMPANY
in the presence of:
/s/David S. Maquera
Name: David S. Maquera
/s/Daniel T. Richards
Name: Daniel T. Richards
38



STATE OF MICHIGAN)
)SS
COUNTY OF WAYNE)
ACKNOWLEDG- MENT OF EXECUTION BY COMPANY.On this 26th day of February 2026, before me, the subscriber, a Notary Public within and for the County of Oakland, in the State of Michigan, acting in the County of Wayne, personally appeared David Ruud, to me personally known, who, being by me duly sworn, did say that he does business at One Energy Plaza, Detroit, Michigan 48226 and is the Vice Chairman and Chief Financial Officer of DTE ELECTRIC COMPANY, one of the corporations described in and which executed the foregoing instrument; and that said instrument was signed in behalf of said corporation by authority of its Board of Directors and that he subscribed his name thereto by like authority; and said David Ruud acknowledged said instrument to be the free act and deed of said corporation.
(Notarial Seal)/s/Estella R. Branson
Estella R. Branson
Notary Public, Oakland County, MI
Acting in Wayne
My Commission Expires: October 26, 2029
39



EXECUTION BY
TRUSTEE.THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By: /s/Mary Jo Wagener
Name: Mary Jo Wagener
Title: Vice President
Attest:
By: /s/Letha Glover
Name: Letha Glover
Title: Vice President
40



STATE OF TEXAS)
)SS
COUNTY OF HARRIS)
ACKNOWLEDGMENT OF EXECUTION BY TRUSTEE.On this 24th day of February 2026, before me, the subscriber, a Notary Public within and for the State of Texas, personally appeared Mary Jo Wagener, to me personally known, or proved to me on the basis of satisfactory identification and who, being by me duly sworn, did say that her business office is located at 601 Travis Street, 16th Floor, Houston, TX 77002, and she is an Authorized Officer of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., one of the corporations described in and which executed the foregoing instrument; and that said instrument was signed in behalf of said corporation by authority of its Board of Directors and that she subscribed her name thereto by like authority; and said Vice President acknowledged said instrument to be the free act and deed of said corporation.
(Notarial Seal)/s/April Michelle Bradley
April Michelle Bradley
Notary ID #133238619
My Commission Expires: July 28, 2029
41



STATE OF MICHIGAN)
)SS
COUNTY OF WAYNE)
AFFIDAVIT AS TO CONSIDERATION AND GOOD FAITH.David Ruud, being duly sworn, says: that he is the Vice Chairman & Chief Financial Officer of DTE ELECTRIC COMPANY, the Mortgagor named in the foregoing instrument, and that he has knowledge of the facts in regard to the making of said instrument and of the consideration therefor; that the consideration for said instrument was and is actual and adequate, and that the same was given in good faith for the purposes in such instrument set forth.
By: /s/David Ruud
Name: David Ruud
Title: Vice Chairman and Chief Financial Officer
Sworn to before me this 26th day of February 2026
(Notarial Seal)/s/Estella R. Branson
Estella R. Branson
Notary Public, Oakland County, MI
Acting in Wayne
My Commission Expires: October 26, 2029
42



This instrument was drafted by:
David S. Maquera, Esq.
One Energy Plaza
1610 WCB
Detroit, Michigan 48226

When recorded return to:
David S. Maquera , Esq.
One Energy Plaza
1610 WCB
Detroit, Michigan 48226
43



Exhibit 10.1

***CERTAIN MATERIAL (INDICATED BY THREE ASTERISKS IN BRACKETS) HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

AMENDED AND RESTATED SCHEDULE DESIGNATION D11
PRIMARY SUPPLY AGREEMENT
This Amended and Restated Schedule Designation D11 Primary Supply Agreement (this “Agreement”) is entered into on this 12th day of March, 2026 (“Contract Date”), by and between:
(1)    DTE Electric Company, a corporation organized under the Laws of the State of Michigan with an address of One Energy Plaza, Detroit, Michigan 48226 (“Company”); and
(2)    Google LLC, a Delaware limited liability company with an address of [* * *] (“Customer”).
Company and Customer are referred to herein collectively as the “Parties” and each individually as a “Party”. Capitalized terms shall have the meaning set forth in Exhibit A.
RECITALS
WHEREAS:
(A)    Company and Customer entered into that certain Primary Supply Agreement, dated as of December 17, 2025 (the “Original PSA”) pursuant to which Company, a regulated electric utility that provides retail electric service within the State of Michigan, and Customer agreed that: (a) Company shall, through itself or one or more Affiliates, design, engineer, procure, construct, upgrade, extend, commission, operate and maintain certain generation and distribution electric facilities (the “Electric Facilities”) necessary to provide electric capacity and energy for the Facility (the “Electric Service”) at the Data Center Location, (b) Customer and Company will enter into the Line Extension Agreement, pursuant to which Company will construct certain distribution system upgrades, and Customer will construct, operate and maintain a substation, each as necessary to provide service to the Facility; (c) to facilitate Company’s development, procurement and utilization of one or more new generation projects, storage projects, renewable projects, and/or capacity resources to serve the electric capacity and energy needs of the Facility, Customer and Company will enter into the Clean Capacity Accelerator Agreement, (d) Customer will receive and take Electric Service from Company in a monthly maximum electrical demand in accordance with the commitments set forth in Exhibit B-1 thereto (the “Customer Committed Capacity Ramp”) to serve the Facility at the Data Center Location, and (e) Company will (i) provide such Electric Service to the Data Center Location in accordance with the terms of this Agreement and Company’s Rate Book, (ii) develop, procure and/or otherwise utilize resources on behalf of Customer in accordance with the Clean Capacity Accelerator Agreement, and (iii) construct and operate the applicable distribution system upgrades on behalf of Customer in accordance with the Line Extension Agreement;
(B)    The Parties wish to amend and restate the Original PSA in its entirety in accordance with the terms and conditions set forth herein; and
(C)    To the extent Company agrees to terms for the provision of Electric Service that differ from Company’s Rate Book, this Agreement must be approved by the Michigan Public Service Commission, or its successor (the “Commission”).







NOW, THEREFORE, the Parties enter into this Agreement subject to the terms and conditions as set forth herein, and in consideration of the mutual covenants and promises contained herein and intending to be legally bound, do hereby agree as follows:
1.    Provision of Electric Service. Except as otherwise provided herein, Company shall provide Electric Service and Customer will receive Electric Service at the Facility at the Data Center Location in accordance with Company’s Rate Book for Electric Service (“Company’s Rate Book”), and under the Rate Schedule, as such Rate Schedule may be (a) amended, or (b) changed in accordance with Section 5.1. Except with respect to Section 5.3.3, to the extent there is any conflict or inconsistencies between Company’s Rate Book, this Agreement, the Clean Capacity Accelerator Agreement, the Demand Response Agreement, any Supplemental Agreements, and/or the Rate Schedule, any conflict or inconsistency shall be resolved in the following order of precedence: (i) this Agreement, (ii) the Clean Capacity Accelerator Agreement, (iii) the Demand Response Agreement, (iv) any Supplemental Agreements, (v) Company’s Rate Book, and (vi) the Rate Schedule. All energy and capacity purchased by Customer will be used solely for the energy needs of the Facility. Resale of energy and/or capacity purchased by Customer under this Agreement is prohibited.
2.    Customer Electric Demand Requirements
2.1.    Customer Committed Capacity Ramp. Company agrees to provide the Electric Service within the Customer Committed Capacity Ramp set forth in Exhibit B-1 to Customer by the dates set forth in Exhibit B-1 to serve the Facility at the Data Center Location; provided that: (a) the dates by which each phase of the Customer Committed Capacity Ramp shall be achieved shall be adjusted equitably to account for the time required for the Parties to negotiate and reach mutual agreement on amendments to this Agreement, in accordance with Sections 4.4.1, 4.4.2 and 4.5, if applicable, and to the extent applicable, the Clean Capacity Accelerator Agreement, (b) subject to Section 2.4, Company shall have the right in its reasonable discretion to adjust such dates and/or the Customer Committed Capacity Ramp if the electric capacity achieved at any time through Project Agreements is insufficient to meet the Customer Committed Capacity Ramp by the dates set forth in Exhibit B-1, including due to the termination or expiration of any Project Agreement, the failure to perform, or the action or inaction of any Project Party (excluding Company or any Affiliates of Company), (c) Customer shall have the right on sixty (60) calendar days’ prior Notice to Company prior to the implementation of any increase in the Customer Committed Capacity Ramp, to delay the implementation of any increase in the Customer Committed Capacity Ramp, with such delays to the Customer Committed Capacity Ramp totaling no more than [* * *] in the aggregate (“Ramp Grace Period”), (d) pursuant to the Clean Capacity Accelerator Agreement, Company may revise the Customer Committed Capacity Ramp to reflect the removal of any “Clean Capacity Project” (as that term is defined in the Clean Capacity Accelerator Agreement) from Customer’s “Clean Capacity Project Portfolio” (as that term is defined in the Clean Capacity Accelerator Agreement), and (e) Company shall have the right in its reasonable discretion to adjust the dates set forth in Exhibit B-1 and/or the Customer Committed Capacity Ramp if Company is delayed in providing Electric Service; provided that (x) any of the Conditions Precedent are not satisfied, and (y) neither Party exercises its right to terminate the Agreement in accordance with Section 4.2.3; and in each of (a), (b), (c), (d), and (e), the Customer Committed Capacity Ramp set forth on Exhibit B-1 as of the date hereof shall no longer be in effect and the revised Customer Committed Capacity Ramp shall become the Customer Committed Capacity Ramp for purposes of this Agreement.
2.2.    Energization. Company agrees to provide Electric Service as of the Commencement Date in accordance with the terms of the Energization Schedule set forth in Exhibit B-2.
2.3.    Failure to Deliver. Company shall not have any liability for (a) failure to provide Electric Service to Customer under this Agreement, or (b) failure to achieve the Customer Committed Capacity Ramp, in each case, if such failure is: (i) due to a Customer breach of any obligation Customer (or any Affiliate of Customer or other party under the control of Customer) owes to Company under this Agreement or any





Related Agreement (including, but not limited to, Customer’s failure to deliver ZRC Product under and in accordance with the terms of the Clean Capacity Accelerator Agreement and Customer’s obligation to curtail its load in accordance with the requirements of the Demand Response Agreement) or any delay caused by Customer (or any Affiliate of Customer or other party under the control of Customer); (ii) due to a Force Majeure Event or Change in Law as set forth in Section 17; (iii) delays or other impacts to Company’s ability to perform hereunder arising from the actions or inactions of any Project Party (excluding Company or any Affiliate of Company), the Transmission Owner (including delays in completing the Underground Cable Work), MISO, the Commission, or other regulatory body governing the generation or transmission of electric capacity or energy; or (iv) otherwise excused pursuant to Company’s Rate Book (each (i)-(iv), an “Excusable Event”).
2.4.    Clean Capacity Accelerator Agreement Project Availability.
2.4.1.    If at any time after the Effective Date and before the end of the Term: (a) the Clean Capacity Accelerator Agreement, the Demand Response Agreement, and/or any Supplemental Agreement is terminated, (b) Company is unable to achieve or maintain the Customer Committed Capacity Ramp due to reasons not attributable to the breach or default of Company, including, but not limited to, the breach or failure of any Project Party (excluding Company or any Affiliate of Company) to perform in accordance with the terms and conditions of an applicable Project Agreement, or Customer’s underperformance or nonperformance under any Related Agreement or Supplemental Agreement, or (c) any Project Agreement has been terminated due to no fault of Company or expired and has not been renewed or Company determines that the Indicative Clean Capacity Resource Portfolio (as such term is defined in the Clean Capacity Accelerator Agreement) is not feasible based on commercially reasonable standards and Prudent Industry Practice, then in any case Company shall provide prompt Notice, and the Parties shall meet and confer within ten (10) Business Days following such notification to negotiate in good faith (i) a mutually agreeable adjustment to either the Indicative Clean Capacity Portfolio or the Customer Committed Capacity Ramp, and/or (ii) the details of a pass-through mechanism by which Customer shall reimburse Company for the incremental cost of providing Electric Service to the Facility in accordance with the Customer Committed Capacity Ramp; provided, however, that the obligation to negotiate in good faith shall not require Company to agree to any solution under clause (i) or (ii) that could reasonably be expected, in Company’s reasonable judgment, to put Company’s system at risk, including any risk to its safety, reliability, security, or integrity. Such adjustment and/or reimbursement shall be based on Company’s ability to use commercially reasonable efforts to provide Electric Service from alternate sources as a result of the termination, lack of approval, or modification of the Clean Capacity Accelerator Agreement, the Demand Response Agreement, and/or any Supplemental Agreement.
2.4.2.    If the Parties, acting in good faith, are unable to reach mutual agreement on an adjustment to the Customer Committed Capacity Ramp, the Indicative Clean Capacity Portfolio, and/or, the details of a pass-through mechanism in accordance with Section 2.4.1 within thirty (30) calendar days after such meeting, or such later date as may be agreed by the Parties in writing (the “Negotiation Period”), then Company shall provide Customer with a revised Customer Committed Capacity Ramp (the “Revised Ramp Schedule”) reflecting the Electric Service that Company determines, in its reasonable discretion, it is capable of providing to Customer notwithstanding a Project Party’s or Customer’s (excluding Company or any Affiliate of Company) failure to perform or the termination of the Clean Capacity Accelerator Agreement, the Demand Response Agreement, and/or any Supplemental Agreement. Upon no more than thirty (30) calendar days’ Notice after the end of the Negotiation Period, Customer shall notify Company that Customer is electing either to (a) allow this Agreement to remain in effect with Company’s delivery obligations governed by the Revised Ramp Schedule, or (b) terminate this Agreement by providing Notice to Company, at which time this Agreement shall terminate and cease to be of any force or effect with no further





obligation or liability to any Party except (i) for any Termination Payment owed by Customer under this Agreement pursuant to Section 7.3, (ii) to the extent provided in the Clean Capacity Accelerator Agreement, the Demand Response Agreement, and/or any Supplemental Agreement, any Termination Payment (as defined in such agreement) owed by Customer for terminating the Clean Capacity Accelerator Agreement, the Demand Response Agreement, and/or any Supplemental Agreement. For the avoidance of doubt, in the event that the Parties (x) convene pursuant to Section 2.4.1 due to a termination of the Clean Capacity Accelerator Agreement, the Demand Response Agreement, and/or any Supplemental Agreement, as set forth in Section 2.4.1(a), and (y) this Agreement is terminated in accordance with this Section 2.4.2, then any Termination Payment owed by Customer pursuant to Section 7.3 shall be calculated as of the date that the Clean Capacity Accelerator Agreement, the Demand Response Agreement, and/or any Supplemental Agreement, as applicable, was originally terminated. If Customer does not terminate this Agreement within thirty (30) calendar days of the end of the Negotiation Period, then (a) this Agreement shall remain in full force and effect, subject to the Revised Ramp Schedule, and (b) the Customer Committed Capacity Ramp set forth on Exhibit B-1 as of the date hereof shall no longer be in effect and the Revised Ramp Schedule shall become the Customer Committed Capacity Ramp for purposes of this Agreement.

3.    Term
3.1.    Term. The term (the “Initial Term”) of this Agreement shall commence upon the Commencement Date and shall continue until 11:59 p.m. EPT on the date which is the twentieth (20th) anniversary of the Commencement Date.
3.2.    Renewal Term. The Initial Term shall automatically renew for up to two additional five (5) year terms (each, a “Renewal Term”) unless either Party provides Notice of non-renewal at least thirty-six (36) months prior to the end of the Initial Term or then-current Renewal Term. The Initial Term together with any Renewal Term shall be the “Term” of this Agreement. The Initial Term or a Renewal Term may be terminated earlier in accordance with the provisions of this Agreement.
4.    Conditions Precedent.
4.1.    With the exception of the obligations under Sections 4, 9.5, 9.6 and 10, which shall be effective as of the Contract Date, each Party’s performance of its respective obligations under this Agreement are specifically conditioned on completion of the items listed below pursuant to the terms set forth in this Section 4 (the “Conditions Precedent”):
4.1.1.    Each of the Parties shall execute (a) the Clean Capacity Accelerator Agreement, and (b) the Demand Response Agreement;
4.1.2.    Each of the Parties shall execute the Line Extension Agreement;
4.1.3.    [Reserved];
4.1.4.    The Commission shall approve of this Agreement and the Clean Capacity Accelerator Agreement in accordance with Section 4.4;
4.1.5.    Within ten (10) Business Days following the Commission Approval Date, Customer shall provide Customer Credit Support in form and substance as required pursuant to Section 8; and





4.1.6.    Company's board of directors approves this Agreement and Company delivers Notice to Customer of such approval.
4.2.    Conditions Precedent Deadline. The date the Conditions Precedent are satisfied shall be referred to herein as the “Effective Date.
4.2.1.    If the Condition Precedent set forth in Section 4.1.1 is not satisfied by [* * *] then either Party may terminate this Agreement and any Related Agreement upon thirty (30) calendar days’ Notice to the other Party, in which case (1) this Agreement shall cease to be of any force or effect and (2) no Party shall have any further obligations or liability to the other under this Agreement.
4.2.2.    If the Conditions Precedent set forth in Sections 4.1.2, and 4.1.6 are not satisfied by [* * *] then Company may terminate this Agreement and any Related Agreement upon thirty (30) calendar days’ Notice to Customer, in which case (1) this Agreement shall cease to be of any force or effect and (2) no Party shall have any further obligations or liability to the other under this Agreement.
4.2.3.    If the Condition Precedent set forth in Section 4.1.4 is not satisfied by [* * *] then either Party may terminate this Agreement and any Related Agreement upon thirty (30) calendar days’ Notice to the other Party, in which case (1) this Agreement shall cease to be of any force or effect and (2) no Party shall have any further obligations or liability to the other under this Agreement.
4.2.4.    If the Condition Precedent set forth in Section 4.1.5 is not satisfied by [* * *] then Company may terminate this Agreement and any Related Agreement upon thirty (30) calendar days’ Notice to Customer, in which case (1) this Agreement shall cease to be of any force or effect and (2) no Party shall have any further obligations or liability to the other under this Agreement.
4.3.    Application. No later than thirty (30) days following the Related Agreement Completion Date, Company will apply to the Commission for approval of this Agreement and the Clean Capacity Accelerator Agreement. Until such application for Commission approval is made, this Agreement and any Related Agreements shall be considered Confidential Information. To the extent applicable, Company shall also promptly apply to the Commission for approval of any applicable amendment to this Agreement pursuant to Section 4.4.1.1(a), Section 4.4.2.3(a) or Section 4.5. Each Party agrees to notify the other Party of any significant developments in obtaining such Commission approval. Each Party shall use commercially reasonable efforts to obtain such required approval and shall exercise due diligence and shall act in good faith to cooperate with and assist the other Party in acquiring such Commission approval. Customer may at its sole discretion, and at its sole costs and expense, file a petition for leave to intervene in the Commission proceeding related to the approval of this Agreement, retain counsel to represent Customer in such proceeding. The Parties agree to support the Agreement in such approval proceeding and not advocate in such intervention efforts to revise or change (a) the Agreement as executed as of the Contract Date, or (b) any Related Agreement as executed as of the effective date of such agreement.
4.4.    Commission Approval.
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5.    Fees for Electric Service
5.1.    Rate.
5.1.1.    Customer agrees to pay for the Electric Service beginning on the Commencement Date in accordance with the Rate Schedule. After the second (2nd) anniversary of the Load Ramp Completion Date, Customer may seek to change the Rate Schedule applicable under this Agreement to a new qualifying rate schedule from Company’s Rate Book; provided that: (a)





Customer provides not less than twenty-four (24) months’ Notice to Company of its intent to change the Rate Schedule, (b) the Facility meets the eligibility requirements, as set forth in Company’s Rate Book, to receive Electric Service under such rate schedule, (c) the new rate schedule was approved by the Commission after the Contract Date, and (d) Customer’s new rate schedule shall not be cross-subsidized by any other customer of Company.
5.1.2.    If at any time during Term, the Commission orders the termination or replacement of the Rate Schedule in effect at the time, then Company shall provide Notice to Customer of any replacement Rate Schedule(s) that Customer is eligible to take service under, subject to the qualifications set forth in Section 5.1.1(b)-(c).
5.1.3.    The Parties acknowledge that a goal of this Agreement and the Related Agreements is to protect other customers, other customer classes and Company from funding the costs to serve Customer. The Parties also acknowledge that the combined revenues received by the Company under this Agreement and the applicable Related Agreements along with any avoided costs attributable to Google should be considered in regulatory proceedings applicable to Company’s cost to serve Customer, and the Parties shall act in good faith to ensure such combined revenues and avoided costs are presented in such proceedings to the extent applicable. If, at any time during the Term, the Commission (a) issues a ruling or order determining that the costs to serve Customer exceed the combined revenues paid or payable to the Company under this Agreement and the applicable Related Agreements, or (b) disallows Company’s recovery of costs to the extent attributable to serving Customer, then, in either case, Customer agrees to comply with any such ruling or order to ensure that Customer pays all costs associated with its service from Company, and, as applicable, Customer shall reimburse Company for any unrecovered costs, plus interest accrued on such amount at the Interest Rate within ninety (90) days of any such order; provided, however, that notwithstanding the foregoing, Customer shall not be required to reimburse Company for unrecovered costs incurred due to the gross negligence or willful misconduct of Company.
5.1.4.    Notwithstanding the foregoing process for the Parties’ acceptance of Commission approval of this Agreement and the Clean Capacity Accelerator Agreement, at all times that this Agreement is in effect, Customer reserves all rights available to it to challenge before the Commission and on appeal any increases or changes to the rates or terms and conditions applicable to Customer that may be proposed to Company’s Rate Book or the Rate Schedule (or any rate schedule pursuant to which Customer receives service subject to this Agreement) after the Contract Date.
5.2.    Minimum Monthly Charge. If for any billing period Customer’s Monthly On-Peak Billing Demand is less than or equal to (i) eighty percent (80%), multiplied by (ii) the applicable Customer Committed Capacity Ramp (in kW), then Company shall invoice Customer based on Customer’s usage for the billing period at the prevailing monthly rates for “Full Service Customers” set forth in Customer’s Rate Schedule in effect on the date that such invoice is calculated, except that any Demand Charges set forth in such Rate Schedule shall be calculated using: the lesser of (A) eighty percent (80%), multiplied by the applicable Customer Committed Capacity Ramp (in kW) in such billing period, and (B) the maximum capacity Company was actually capable of providing Customer in such billing period (in kW) (the “Minimum Monthly Charge”); provided that Customer may, in accordance with Section 2.1, by Notice prior to the implementation of any increase in the Customer Committed Capacity Ramp, delay the implementation of any increase in the Customer Committed Capacity Ramp in accordance with the terms of the Ramp Grace Period.
5.3.    Effect of Exceeding Customer Committed Capacity Ramp.
5.3.1.    If Customer’s Monthly Billing Demand exceeds the applicable Customer Committed Capacity Ramp demand level in any given billing period (such difference between the Monthly Billing Demand and applicable Customer Committed Capacity Ramp demand level in any given billing period, an “Overage”), then (a) Customer shall use its commercially reasonable efforts to reduce





any such Overage to zero (0) in subsequent billing periods and (b) only to the extent that (i) such Overage is less than or equal to five percent (5%) of the Customer Committed Capacity Ramp for the applicable billing period, and (ii) for up to three (3) billing periods in any rolling twelve (12) billing periods, Company shall use commercially reasonable efforts to accommodate such Overage. Customer shall reimburse Company for all reasonable, documented costs and expenses actually incurred by Company in connection with accommodating any Overage, including any third-party charges and incremental costs for temporary measures, system adjustments, or upgrades; such amounts shall be invoiced and payable in accordance with Section 6.1. For the avoidance of doubt, Company shall have no obligation to use commercially reasonable efforts to accommodate any future Overage if (I) such Overage is greater than five percent (5%), (II) Customer’s Monthly Billing Demand exceeds the applicable Customer Committed Capacity Ramp demand level for more than three (3) billing periods in any rolling (12) billing periods, or (III) in Company’s sole discretion, not accommodating the Overage is necessary to protect the integrity of Company’s electrical distribution system.
5.3.2.    In the event that Customer’s Overage exceeds five percent (5%) for three (3) or more billing periods in any rolling twelve (12) billing periods, then (a) Company, upon providing Notice to Customer, shall have the right, but not the obligation, to adjust the Customer Committed Capacity Ramp in its sole discretion to reflect the persistent Overages, and (b) the Parties shall negotiate in good faith any amendments to this Agreement that the Parties agree are necessary to address the impacts of ongoing Overages, while still attempting to preserve the Parties’ original intent regarding their respective rights and obligations under this Agreement.
5.3.3.    If at any time during the Term, Company receives an emergency notice, alert, or declaration from MISO of a potential capacity shortage (“MISO Notice”), then Company shall promptly upon receipt provide Notice to Customer in accordance with Section 18.1 of such MISO Notice, and Customer shall use commercially reasonable efforts to ensure that Customer’s Half-Hour Demand does not exceed the Customer Committed Capacity Ramp for any 30-minute interval during such defined period of time. Company shall have no obligation to use commercially reasonable efforts to accommodate Customer’s demand to the extent it exceeds the Customer Committed Capacity Ramp in any such 30-minute interval; provided that Customer received a MISO Notice from Company. Notwithstanding anything in this Agreement, the emergency electrical procedures in Company’s Rate Book shall apply at all times. For the avoidance of doubt, this Section 5.3.3 shall not apply to notices the Company receives from MISO in connection with Customer’s participation in any Company demand response program.
5.4.    Interim Procurement Cost Pass-Through. If at any time during the Term, Sections 2.4.1(a), 2.4.1(b) or 2.4.1(c) are triggered, then Company may source additional capacity from the MISO Planning Resource Auction to provide Electric Service to Customer in accordance with the Customer Committed Capacity Ramp (such amount (in MW), the “Shortfall Capacity”), and Company shall, to the extent practicable, notify Customer of its intent to cure such Shortfall Capacity and Customer shall pay to Company, for each MW of such Shortfall Capacity, the Shortfall Capacity Rate, as invoiced in accordance with Section 6.1. Following Company’s participation in the MISO Planning Resource Auction to cure the Shortfall Capacity, Company shall notify Customer of the Shortfall Capacity Rate and, upon Customer’s request, provide reasonable supporting documentation evidencing such transaction.
5.5.    Operational Parameters.
5.5.1.    Customer Facility Operations. Customer acknowledges and agrees that fluctuations in Customer's load have the potential to (a) impact Company's ability to serve other customers, and (b) damage Company's generation and distribution system. Customer shall operate the Facility (i) in a manner that minimizes the frequency and magnitude of load fluctuations at all times, and (ii) in accordance with the Operating Procedures (as defined below).





5.5.2.    Initial Operating Parameters. Within ninety (90) calendar days following the Contract Date (the "Operating Parameter Deadline"), or such later date as may be mutually agreed by the Parties, Customer shall provide Company with any information reasonably requested by Company regarding Customer's intended operations at the Facility, including details regarding the hardware Customer has procured or plans to procure to operate the Facility, sufficient for Company to determine, reasonably and in good faith and subject to input from Customer, MISO and the Transmission Owner, a base set of operating parameters for the Facility (the "Operating Parameters"). Such Operating Parameters shall include (a) a minimum power factor for the Facility that Company requires Customer to maintain at all times (subject to the occurrence of a Force Majeure Event), (b) constraints on the operational load ramp for load usage fluctuations of the Facility, (c) minimum standards to which Customer's equipment shall conform to minimize harmonic distortions, (d) any requirements for the Facility to remain connected to the grid for voltage and/or frequency conditions, as similarly defined by NERC Reliability Standards, PRC-024, and (e) any other mandatory operating parameters, including but not limited to "low voltage ridethrough" and "transient operations". Customer's Ramp Grace Period shall be ratably reduced for each day following the Operating Parameter Deadline that Customer fails to provide to Company any required information, as reasonably requested by Company, for Company to determine the Operating Parameters in accordance with this Section 5.5.2.
5.5.3.    Operating Procedures. Following the Operating Parameter Deadline, the Parties shall work together diligently and in good faith to finalize a final operating plan and procedures for Customer's Facility (the "Operating Procedures") by no later than December 31, 2026, or such later date as may be mutually agreed by the Parties. The Operating Procedures shall incorporate the Operating Parameters and set forth any storage capacity, other equipment or mitigation measures that Customer shall install or implement at the Facility in connection with Customer's obligation to operate the Facility in a manner consistent with such Operating Parameters. Customer shall be solely responsible for the cost of installing any such storage capacity or other equipment, or implementing any mitigation measures required under the Operating Procedures. In the event that the Parties fail to finalize the Operating Procedures by December 31, 2026, or such later date as may be mutually agreed by the Parties, the Parties shall continue to negotiate to finalize the Operating Procedures, and until such time as the Operating Procedures are finalized, the draft Operating Procedures last proposed by Company shall govern and be deemed to be the effective Operating Procedures.
5.5.4.    Right to Suspend Service. Company reserves the right at all times to temporarily suspend service to Customer pursuant to Mich. Admin Code R 460.136 if Customer fails to comply with the Operating Procedures at any time during the Term.
5.5.5.    No Company Liability. Company shall have no liability to Customer for any damages to Customer equipment or property due to Customer load transients.
5.6.    Demand Response. Customer shall comply with all Customer obligations under the Demand Response Agreement, including, but not limited to, any load reduction directives provided to Customer. Notwithstanding anything to the contrary set forth in this Agreement, Company shall be permitted to interrupt Customer’s Electric Service in accordance with the terms and conditions set forth in the Demand Response Agreement and shall not be liable to Customer for failing to deliver Electric Service in accordance with the Customer Committed Capacity Ramp during any such interruptions. Any payments owed by a Party to the other Party under and in accordance with the Demand Response Agreement shall be invoiced in accordance with Section 6.





6.    Invoicing and Payment
6.1.    Invoicing. Except as set forth in this Agreement, Company shall invoice Customer in accordance with Company’s Rate Book. Customer shall pay all amounts owed in full on or before the due date and shall pay each invoice within thirty (30) calendar days of receipt of each invoice in the form substantially included in Exhibit D to this Agreement. For any payments to Company made after an applicable due date, Customer shall pay Company late fees in accordance with Section C4.8 of Company’s Rate Book. Any Disputes regarding an invoice or related events may be raised within six (6) months of the date of receipt of the disputed invoice by Notice to Company only after Customer has paid the invoiced amount in full, and Customer shall not withhold or delay payment pending resolution of any such Dispute. If Customer does not provide Notice of such Dispute within six (6) months of the date of the applicable invoice, Customer waives any claims related to that invoice.
6.2.    Netting of Payments. Notwithstanding any other provision in this Agreement or any other agreement between the Parties, if at any time Customer is required to make payments to the Company under this Agreement and any Related Agreement, then on each payment date, the payment obligations of Customer shall be netted against any payment obligations of Company under the applicable agreements.
7.    Default; Termination
7.1.    Default. A Party shall be in default under this Agreement upon the occurrence of any of the following events (such Party, the “Defaulting Party” and each such event, an “Event of Default”):
7.1.1.    a Party fails to pay any amount when due under this Agreement only if that amount is not cured within ten (10) Business Days after receipt of Notice thereof from the other Party;
7.1.2.    a Party breaches any material provision of this Agreement (not otherwise a payment default) that is not cured within thirty (30) calendar days after receipt of Notice thereof from the other Party (or for breaches for which the breaching Party has notified the other Party cannot be cured within thirty (30) calendar days despite its use of reasonable efforts but can be cured within sixty (60) calendar days, and such default has not been so cured by the extended sixty (60) day deadline);
7.1.3.    the occurrence of a Bankruptcy in respect of a Party (or, in the case of Customer, the Customer Parent Guarantor), and such proceedings are not terminated, stayed or dismissed within ninety (90) calendar days after the commencement thereof;
7.1.4.    in the case of Customer, if Customer fails to maintain the collateral requirements required pursuant to Section 8 and such failure is not cured within ten (10) Business Days after receipt of Notice thereof from Company; or
7.1.5.    in the case of Customer, if Customer defaults in its performance or payment obligations under any Related Agreement and such default is not cured within the applicable cure period specified therein.
7.2.    Termination.
7.2.1.    This Agreement may be terminated upon five (5) Business Days prior Notice (unless otherwise set forth in this Agreement) pursuant to Section 7.1 and any other termination right set forth in this Agreement; provided that this Agreement shall automatically terminate upon the occurrence of an Event of Default with respect to Section 7.1.3. Notwithstanding anything else in this Agreement, the Customer Parent Guaranty, or any other agreement among the Parties, no notice of default or demand is required of any entity that is subject to a Bankruptcy or any other stay, injunction, or moratorium against payment demands, and any requirement to provide such notice of default or demand is excused, waived, and deemed satisfied.





7.2.2.    Any date on which this Agreement is terminated after the Effective Date but before the end of the Term shall be an “Early Termination Date.” Customer’s obligations to pay or reimburse Company for any termination set forth above shall be provided as set forth in Section 7.3.
7.2.3.    In the event that this Agreement is terminated by Company for any reason other than a Company Event of Default, Company or Customer has the right, but not the obligation, to terminate any Related Agreement.
7.3.    Termination Payment. In the event of an early termination of this Agreement, except if due to a Company Event of Default, Company will suffer damages, and such damages would be uncertain and difficult (if not impossible) to accurately estimate. Accordingly, Customer agrees that if this Agreement is so terminated on or after the Effective Date:
(1)    prior to the fifteenth (15th) anniversary of the Load Ramp Completion Date (other than due to a Company Event of Default or Customer Event of Default), then Customer shall pay to Company, as a fair estimate of such damages and not as a penalty, liquidated damages in an amount equal to the sum of the Minimum Monthly Charge for each month between the Early Termination Date and the fifteenth (15th) anniversary of the Load Ramp Completion Date;
(2)    prior to the thirteenth (13th) anniversary of the Commencement Date, by Company due to a Customer Event of Default, then Customer shall pay to Company, as a fair estimate of such damages and not as a penalty, liquidated damages in an amount equal to the sum of the Minimum Monthly Charge for each month between the Early Termination Date and the fifteenth (15th) anniversary of the Load Ramp Completion Date; and
(3)    after the thirteenth (13th) anniversary of the Commencement Date, by Company due to a Customer Event of Default, then Customer shall pay to Company, as a fair estimate of such damages and not as a penalty, liquidated damages in an amount equal to the sum of the Minimum Monthly Charge for the lesser of: (a) twenty-four (24) months, and (b) each month between the Early Termination Date and the expiration date of the Term (each of the payments described in (1), (2), or (3), the “Termination Payment”. A sample calculation of the Termination Payment is illustrated in Exhibit E.
7.3.1.    As soon as practicable after the Early Termination Date, Company shall provide Customer with Notice of the amount of the Termination Payment, as applicable. The Notice shall include a written statement explaining in reasonable detail the calculation of the Termination Payment.
7.3.2.    The Termination Payment, as applicable, shall be due to Company, and shall be paid by Customer within thirty (30) calendar days after such notice is received by Customer.
7.3.3.    For the avoidance of doubt, no Termination Payment shall be payable by Customer hereunder if this Agreement is terminated as a result of a Company Event of Default.
7.4.    Post Termination Obligations.
7.4.1.    Upon termination of this Agreement, Company’s obligations to provide Electric Service to the Data Center Location pursuant to this Agreement shall cease.
7.4.2.    Customer shall be obligated to pay all amounts invoiced and unpaid for the provision of Electric Service to the Data Center Location for time periods prior to the Early Termination Date.





7.4.3.    If applicable, Customer shall be obligated to pay the Termination Payment, as applicable, as calculated in Section 7.3.
[* * *]
7.4.5.    This Section 7.4 shall survive termination of this Agreement.
7.5.    Remedies for Company. In the event of a Customer Event of Default pursuant to Section 7.1, Company shall have the right to pursue any and all remedies available under applicable Law, in equity, and under the Rules and Company’s Rate Book, including but not limited to the suspension or termination of Electric Service, collection of all amounts due to Company, and the imposition of other penalties as permitted. The exercise of any one remedy shall not preclude the exercise of any other remedy available to Company under Company’s Rate Book or otherwise.
8.    Customer Collateral Requirements.
8.1.    Customer Credit Support. Within ten (10) Business Days of the Commission Approval Date, Customer shall provide Company with Customer Credit Support in the amount of the Required Amount. Customer Credit Support may be comprised of the following: (a) a guaranty substantially in the form set forth in Exhibit C (“Customer Parent Guaranty”) from an Affiliate of Customer with a Suitable Rating (the “Customer Parent Guarantor”), pursuant to which the Customer Parent Guarantor has guaranteed the payment obligations of Customer under this Agreement; (b) one or more Letters of Credit; and/or (c) any combination of the above. Should Customer have provided any portion of the Customer Credit Support in the form of a Customer Parent Guaranty, then within ten (10) Business Days following a decrease in Customer Parent Guarantor’s Credit Rating such that it no longer has a Suitable Rating, Customer shall provide one or more Letters of Credit such that the total amount available to draw under all such Letters of Credit is not less than the then-applicable Required Amount. Should there be a subsequent increase in the Credit Rating of the Customer Parent Guarantor such that it then has a Suitable Rating, then Customer shall be entitled to replace some or all of its Letters of Credit with a new Customer Parent Guaranty, so long as the total Customer Credit Support is not less than the then-applicable Required Amount.
8.2.    Letter of Credit.
8.2.1.    If Customer provides Customer Credit Support in the form of a Letter of Credit, such Letter of Credit must be issued for a minimum term of three hundred sixty-five (365) days and for an amount, together with any other applicable forms of Customer Credit Support provided by Customer, not less than the then-applicable Required Amount. At least thirty (30) days prior to the expiration of any Letter of Credit provided by Customer as Customer Credit Support, Customer shall notify Company in writing, and at least thirty (30) days prior to the expiration of such Letter of Credit, Customer shall renew or substitute such outstanding Letter of Credit, establish one or more additional Letters of Credit, or provide replacement Customer Credit Support in an amount, together with any other applicable forms of Customer Credit Support provided by Customer, not less than the then-applicable Required Amount. If Customer fails to comply with its obligations under this Section 8.2.1, Company may, prior to the expiration date of the affected Letter of Credit, draw upon the entire undrawn portion of the affected Letter of Credit (the “Customer LC Proceeds”) and deposit the Customer LC Proceeds with Company. Upon Customer’s providing, at a later time, replacement Customer Credit Support, Company shall return to Customer an amount equal to the lesser of (x) the amount of replacement Customer Credit Support and (y) the amount equal to (a) the Customer LC Proceeds, minus (b) any undisputed amounts due Company by Customer under this Agreement, and minus (c) any amounts previously applied against Customer’s obligations from such Customer LC Proceeds by Company in accordance with this Agreement.
8.2.2.    If at any time during which the Customer Credit Support provided to Company includes a Letter of Credit and a Letter of Credit Default occurs with respect to such Letter of Credit, then Customer





shall, within three (3) Business Days following such Letter of Credit Default, either replace the Letter of Credit with a replacement Letter of Credit (or alternative Customer Credit Support) so that the aggregate amount of Letter of Credit (or alternative Customer Credit Support) provided to Company equals the Required Amount then required. Customer shall have the right, upon no less than five (5) Business Days written notice to Company, to replace the Letter of Credit then outstanding with a replacement Customer Credit Support, provided, however, that the aggregate amount of Customer Credit Support provided to Company equals the Required Amount then required. If Customer provides replacement Customer Credit Support to Company, the Letter of Credit being replaced by such replacement Customer Credit Support shall be cancelled, and the obligations thereunder released, effective as of the date of Customer’s posting to Company of the replacement Customer Credit Support.
8.3.    Release. Upon any reduction of the Required Amount pursuant to this Section 8 and within thirty (30) calendar days following the end of the Term and the satisfaction of all of Customer’s obligations under this Agreement and the Related Agreements, Company shall release to Customer the applicable portion of the Customer Credit Support and, if reasonably requested by Customer or the issuer of such Customer Credit Support following the end of the Term and the satisfaction of all of Customer’s obligations under this Agreement, Company shall provide a written form of release and termination of such Customer Credit Support in a form reasonably acceptable to Customer (or such issuer of the Customer Credit Support) and Company.
8.4.    Draws Upon Customer Credit Support.
8.4.1.    Upon, or at any time after, the occurrence of (i) any payment obligation under this Agreement that is past due and owing to Company, or (ii) an Event of Default by Customer for which there exists any unsatisfied payment obligations, including a Termination Payment, and the applicable cure period has expired, Company may immediately draw on any Customer Credit Support in its possession for any such amounts then due and owing. For the avoidance of doubt, if Customer has provided Customer Credit Support in a combination of the Customer Parent Guaranty and one or more Letters of Credit, Company shall have no obligation to provide notice, make demand, or engage in litigation or otherwise enforce its rights under the Customer Parent Guaranty prior to making any draw on any Letter of Credit, all of which are hereby waived to the maximum extent permitted by law.
8.4.2.    Customer shall remain liable for any amounts still owing to Company and remaining unpaid after any draw by Company on the Customer Credit Support under this Section 8.4. If Company draws on the Customer Credit Support for any payment obligation other than a Termination Payment, as applicable, then Customer shall, within five (5) Business Days of such draw, replenish the Customer Credit Support to the Required Amount.
8.5.    Customer Credit Support Costs. In all cases, the costs and expenses of posting, renewing, substituting, replenishing, and canceling the amount of the Customer Credit Support shall be borne by the Customer.
9.    Customer Obligations
9.1.    Customer shall provide information requested by Company in a timely manner necessary for Company to perform all design, engineering, procurement, and construction activities in a timely manner so that Company can make reasonable efforts to provide Electric Service to Customer in accordance with the Customer Committed Capacity Ramp. This information shall include the design basis and project planning information including but not limited to Facility, Data Center Location, Customer Committed Capacity Ramp, access to site for survey and geotechnical investigation, construction power needs, redundancy requirements, confirmation of substation design basis, site access plans during construction, and other information identified as necessary to the design and construction of the Electric Facilities.





9.2.    Customer shall undertake all efforts in a commercially reasonable manner to begin receiving Electric Service in accordance with Customer Committed Capacity Ramp.
9.3.    Customer shall at its sole costs and expense construct, operate and maintain in accordance with Prudent Industry Practice any and all additional facilities (including a substation pursuant to the Line Extension Agreement) necessary to connect the Facility to Company’s distribution system and Electric Facilities to receive Electric Service to Customer.
9.4.    Customer agrees to reasonably cooperate with Company to pursue the energy waste reduction standards set forth in Michigan Public Act 295 of 2008, MCL 460.1001 et seq. and to participate in and comply with the self-directed energy waste reduction plan requirements set forth in MCL 460.1093.
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10.    Confidentiality
10.1.    For the purpose of this Agreement, a party disclosing Confidential Information shall be referred to as the “Disclosing Party” and a party receiving Confidential Information shall be referred to as the “Recipient”. “Confidential Information” includes any and all information hereafter disclosed by or at the direction of the Disclosing Party to Recipient that is designated in writing as confidential or a reasonable party would consider to be of a confidential nature including but not limited to this Agreement and the Related Agreements; provided, however, Confidential Information does not include (i) information that, at the time of disclosure or thereafter, was generally available to and known by the public, other than as a result of a disclosure by Recipient in violation of this Section 10; (ii) information that, at the time of disclosure or thereafter was available to Recipient or its Representatives (as defined below) from a source not known by Recipient to be bound by a duty of confidentiality to the Disclosing Party with respect to such information; (iii) information that, prior to disclosure by or at the direction of the Disclosing Party, was known to Recipient or its Representatives; or (iv) information that is independently developed by Recipient or its Representatives by persons without reliance on the Confidential Information and without violating the obligations hereunder.
10.2.    Confidential Information is and shall, at all times, remain the property of the Disclosing Party. Recipient may disclose Confidential Information to any of its officers, directors, employees, advisors, shareholders, members, managers, attorneys or agents (collectively, “Representatives”). The Recipient shall advise such persons of the existence of this Agreement, of the confidential nature of the information and of the Recipient’s obligations regarding the same under this Agreement. Recipient agrees that it shall maintain the Disclosing Party’s Confidential Information in confidence and shall not use the Confidential Information except to the extent necessary to carry out its obligations under this Agreement. Recipient shall be responsible for any breach of this Agreement by such Representatives.
10.3.    In the event that Recipient is requested or required under compulsion of legal process to disclose such Confidential Information, Recipient shall not, unless required by Law, disclose the information until the Disclosing Party has first (i) received prompt Notice of such request or requirements to disclose and (ii) had an adequate opportunity to obtain a protective order or other reliable assurance that confidential treatment shall be accorded to the Confidential Information. If required by Law to disclose Confidential Information prior to providing Notice to the Disclosing Party, the Recipient shall (x) use reasonable efforts to limit the amount of Confidential Information that is disclosed, and (y) provide Notice to the Disclosing Party of the disclosure of such Confidential Information as promptly as reasonably practicable after the disclosure.
10.4.    Notwithstanding the foregoing, nothing in this Agreement shall restrict, impair or otherwise prohibit Company from disclosing any Confidential Information to the Commission or other applicable regulatory





governmental agency as Company deems appropriate or necessary in its sole discretion provided that Company shall use commercially reasonable efforts to file such information under seal if permissible, and to notify Customer in advance of such disclosures (or if advance notification is not practicable, as promptly as reasonably practicable after such disclosure).
11.    Complete Agreement
11.1.    This Agreement and the Related Agreements contain the full and complete understanding of Company and Customer as to the provision of Electric Service to the Facility at the Data Center Location. Notwithstanding the obligations set forth in the Related Agreements, this Agreement supersedes any prior understandings, commitments, agreements and authorizations, whether oral or written, regarding the Electric Facilities and the provision of Electric Service and the payment thereof. No other representations or promises regarding the Electric Facilities or the Electric Service, written or oral, shall survive the execution hereof.
12.    Limitation of Liability
12.1.    Limitation of Liability for Delays. To the fullest extent permitted by Law, Company shall not be liable for any damages, penalties, liquidated damages, or claims (“Losses”) arising from Customer’s failure, delay or non-performance in connection with its obligations under this Agreement or any Related Agreement (including, but not limited to, Customer’s obligation to operate and maintain the substation in accordance with Prudent Industry Practice).
12.2.    Customer Limitation of Liability for Delays. To the fullest extent permitted by Law, Customer shall not be liable for any Losses arising from (a) delays, disruptions or failures to perform caused by any Force Majeure Event or Change in Law as set forth in Section 17 or (b) Company’s failure, delay or non-performance in connection with its obligations under this Agreement.
12.3.    Limitation of Liability for Provision of Electric Service. Company shall not be liable to Customer or any of its Affiliates for damages for any failure to provide the Electric Service or for an interruption, limitation, or curtailment of the Electric Service; provided that any such interruption, limitation, or curtailment is not due to Company’s willful misconduct or gross negligence.
12.4.    Limitation of Liability for Use of Electricity. Company shall not be liable for damages resulting to Customer or to third persons from the presence or use of electricity after the point of delivery to Customer’s Facility, and except with respect to Customer’s operation and maintenance of the substation, Customer shall not be liable for damages resulting to Company or to third persons from the presence or use of electricity at or before the point of delivery to Customer’s Facility.
12.5.    Notwithstanding anything to the contrary in this Agreement, and in addition to any rights set forth herein, Customer shall have the right to file a complaint with, or to otherwise initiate formal or informal proceedings before, the Commission related to the Electric Service or any other cause, matter, or issue subject to Commission jurisdiction.
12.6.    Consequential Damages. Neither Party shall be liable under this Agreement or under any cause of action related to the subject matter of this Agreement, whether in contract, warranty, tort including negligence, strict liability, professional liability, product liability, contribution, or any other cause of action for special, exemplary, punitive, indirect, incidental or consequential losses or damages, including loss of profit, loss of use, loss of opportunity, loss of revenues, or loss of good will; provided, however, that the foregoing shall not apply to any Party’s obligations to indemnify, defend and hold harmless any Indemnified Party for claims and liabilities in respect of claims by third persons that are indemnified by such Party hereunder.
12.7.    Disclaimer of Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE RATE SCHEDULE OR COMPANY’S RATE BOOK, COMPANY EXPRESSLY DISCLAIMS AND NEGATES ALL REPRESENTATIONS AND WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO THE ELECTRIC SERVICE OR ANY OTHER SUBJECT MATTER OF THIS





AGREEMENT INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The Electric Service is not supplied pursuant to or guaranteed to meet, comply with or qualify for any industry, governmental, statutory, regulatory, taxation or other standard unless expressly stated in this Agreement.
13.    Assignment
13.1.    Without the prior written consent of the non-assigning Party (such consent not to be unreasonably withheld, delayed or denied), neither Party may assign or transfer this Agreement or its rights and obligations under this Agreement, and any such assignment or transfer without such consent is void. Notwithstanding the foregoing, a Party may make the following assignments without the prior written consent of the other Party, but shall provide Notice to the other Party thirty (30) calendar days prior to such assignment:
13.1.1.    Customer may assign this Agreement (i) to an Affiliate of Customer, so long as Notice of such assignment is provided to Company at least thirty (30) days prior to such assignment and such assignee remains in compliance with the obligations of Customer under Section 8, or (ii) to any Creditworthy Assignee, provided, that replacement Customer Credit Support has been provided by such Creditworthy Assignee pursuant to the requirements of Section 8; provided, however, that until the seventh (7th) anniversary of the Load Ramp Completion Date, if the sum of cash and cash equivalents reflected on the balance sheet of a proposed assignee (whether an Affiliate or a Creditworthy Assignee), as set forth in such proposed assignee’s most recent audited financial statements prepared in accordance with generally accepted accounting principles, in an aggregate amount is less than three times (3x) the greater of (a) a Termination Payment calculated in accordance with Section 7.3 of this Agreement, (b) a potential “Termination Payment” as that term is defined in the Clean Capacity Accelerator Agreement, and (c) a potential “Termination Payment” as that term is defined in any Supplemental Agreement, each (a), (b) and (c), as calculated as of the effective date of the proposed assignment, then Customer shall obtain Company’s prior written consent to such assignment. Any assignee of Customer permitted pursuant to this Section 13.1.1 shall enter into an assignment and assumption agreement in a form reasonably acceptable to Company by which such assignee expressly assumes all of the assignor’s obligations under this Agreement. [* * *] Customer may also assign this Agreement as collateral security to a Financing Party providing Customer’s long-term financing for the construction and/or operation of the Facility; provided that such assignment does not materially or adversely affect any of the Company’s rights or obligations under this Agreement.
13.1.2.    Company may without consent of Customer assign this Agreement to: (a) a legally authorized governmental or quasi-governmental agency charged with providing retail electric service in Michigan; (b) to any successor to Company that is a public utility regulated as to rates and service by the Commission pursuant to applicable Law; (c) as otherwise required by Law or by operation of Law; or (d) to an Affiliate of Company that is reasonably expected by the Parties to be capable of performing Company’s obligations under this Agreement. Customer agrees that such assignment and delegation shall operate to release Company from all (or such portion of) its responsibilities under this Agreement, except as may have accrued up to the effective date of such assignment. Upon an assignment consistent with this Section 13.1.2, the assignor shall be relieved of any and all liabilities and obligations under this Agreement.
13.2.    This Agreement may not be assigned to a Sanctioned Person. Neither Party may suffer a change of ownership or control, whether direct or indirect, voluntary or by operation of Law, such that a Party becomes a Sanctioned Person.





14.    Dispute Resolution; Governing Law; Venue
14.1.    Dispute Resolution. In the event a controversy, claim or dispute arises between the Parties regarding the application or interpretation of any provision of this Agreement or the breach, termination or validity thereof (each, a “Dispute”), the Party alleging the Dispute shall provide Notice to the other Party of the Dispute. If the Parties shall have failed to resolve the Dispute within thirty (30) calendar days after delivery of such written notice, each Party shall, within ten (10) Business Days after receipt of a written demand from the other Party to do so, direct a senior executive (Vice President level or above) to confer in good faith with a senior executive of the other Party to resolve the Dispute. Should the Parties be unable to resolve the Dispute to their mutual satisfaction within twenty (20) Business Days after the initial meeting of the senior executives, each Party shall have the right to pursue its rights under Law or in equity.
14.2.    Governing Law. This Agreement and all Disputes arising between the Parties under this Agreement shall be governed exclusively by the Laws of the State of Michigan, without reference to its choice of Law rules, except as to any matters subject to federal Law and the exclusive jurisdiction of FERC.
14.3.    Venue. Any controversy or claim outside the jurisdiction of the Commission or FERC shall be settled or appealed, as applicable, in the federal courts located in the Eastern District of Michigan, and only to the extent that federal jurisdiction cannot be established for such controversy or claim, the state courts located in the Eastern District of Michigan, and each Party hereby submits itself to the exclusive jurisdiction of such courts.
15.    Indemnification
15.1.    Notwithstanding any other provision of this Agreement and to the fullest extent permitted by Law, each Party agrees to protect, defend, indemnify and hold the other Party, including its directors, officers, employees, attorneys-in-fact, agents and Affiliated companies (“Indemnified Parties”), free and harmless from and against (a) any and all loss, damage, and liability to third-parties for property damage, and (b) any and all third-party claims for damages on account of or by reason of bodily injury, including death, which may be sustained or claimed to be sustained by any person, each (a) and (b) to the extent arising in connection with this Agreement and due to the gross negligence or willful misconduct of the indemnifying Party or its agents, employees or subcontractors.
15.2.    To the extent permitted by Law, Company and Customer waive the benefit for themselves and all subcontractors, insofar as the indemnification of the other is concerned, of the provisions of any applicable Workers' Compensation Law limiting the tort or other liability of any employer on account of injuries to the employer's employees.
15.3.    Notwithstanding the foregoing, the Indemnified Party shall be entitled, at its own cost, if it so elects, to representation by attorneys of its own selection, including attorneys employed by it.
15.4.    The Indemnified Party shall be the sole judge of the acceptability of any compromise or settlement of any claims or actions and no such compromise or settlement shall be made by the indemnifying Party without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld; provided, that such consent shall not be required if (x) the settlement agreement contains a complete and unconditional release of the Indemnified Parties, (y) the settlement agreement obligates the indemnifying Party to pay the full amount of any claims attributable to the Indemnified Parties concurrently with the settlement, and (z) the settlement agreement does not contain any direct or indirect requirements upon or provisions for the Indemnified Parties, directly or indirectly encumber any of the assets of the Indemnified Parties, require any admission of liability by the Indemnified Parties or involve criminal liability.
15.5.    The obligation of each Party to indemnify the other hereunder shall survive the termination or cancellation of this Agreement.





16.    Relationship Clause.
The execution of this Agreement or any Related Agreements shall not create, nor shall this Agreement or any Related Agreements be construed as creating any partnership, joint venture or agency relationship between the Parties hereto.
17.    Relief Events
17.1.    Notice and Mitigation.
17.1.1.    In the event of a Force Majeure Event, or Customer Caused Event or Excusable Event (“Relief Event”) impacting Company, the Company shall provide Notice to Customer describing the particulars of the occurrence of such Relief Event within ten (10) Business Days after Company first gains knowledge of such Relief Event. Such Notice will, to the extent of Company’s knowledge thereof at such time, describe (i) the details and factual basis of the cause and nature of such Relief Event, (ii) the anticipated length of delay due to such Relief Event, (iii) the estimated additional costs (beyond those anticipated before the occurrence of such Relief Event) to be incurred by Company as a result of such Relief Event and (iv) any other effect on Company’s performance of its obligations hereunder.
17.1.2.    Any delay in performance caused by any Relief Event will be of no greater scope and of no longer duration than is reasonably required by such occurrence. The Company will furnish the Customer with regular reports with respect thereto during the continuation of any such Relief Event. The Company shall use commercially reasonable efforts to mitigate the cause of and effect on the Company’s performance hereunder of any such Relief Event and the Company will promptly resume full performance of its obligations hereunder once it is able to do so. For the avoidance of doubt, such commercially reasonable efforts shall, at a minimum, require compliance with the provisions set forth in Section 17.1, as applicable.
17.1.3.    Company shall not be responsible or liable for any damages, or be deemed to be in breach of this Agreement because of any failure or delay in complying with its obligations under or pursuant to this Agreement, in each case, to the extent that such failure is caused by a Relief Event and the Company has otherwise complied with this Section 17.
17.2.    Changes in Law Rendering Performance Illegal. In the event of a Change in Law at any time during the Term which renders the performance of this Agreement by either or both Parties illegal or all or a material portion of this Agreement unenforceable, this Agreement shall be automatically terminated effective upon Notice from a Party to the other Party. If this Agreement is terminated in accordance with this Section 17.2, either Party shall have the right, but not the obligation, to terminate the Related Agreements.
17.3.    Cost and Schedule Relief for Customer Caused Event. In the event of a Customer Caused Event, in addition to its rights under Section 17.1, Company shall be entitled to (i) an equitable extension of all of its obligations pursuant to this Agreement that are actually and demonstrably delayed by such Customer Caused Event, and (ii) reimbursement for all costs and expenses actually and demonstrably incurred by the Company as a result of such Customer Caused Event.
17.4.    Relief for Excusable Events and Force Majeure Events. In the event of an Excusable Event, or a Force Majeure Event that is reasonably expected to result in a delay in Company’s ability to meet its obligations under this Agreement, then Company shall be entitled to an equitable extension of its obligations pursuant to this Agreement.
17.5.    Schedule Relief for Change in Law. In the event of a Change in Law, Company shall be entitled to an equitable extension of all of its obligations pursuant to this Agreement that are actually and demonstrably delayed by such Change in Law.





18.    Miscellaneous
18.1.    Notice. Any notice, consent, approval or other communication under this Agreement (each a “Notice”) shall be in writing (which shall include electronic mail) and shall be personally delivered or sent by a courier or transmitted by electronic mail to a Party as follows or to such other address as the Party may substitute by Notice in accordance with this Section 18.1 after the date of this Agreement:

If to Company:
DTE Electric Company
One Energy Plaza
[* * *]
18.2.    Company’s Rate Book shall be incorporated herein. As of the Contract Date, the link to access Company’s Rate Book can be found at https://www.michigan.gov/mpsc/-/media/Project/Websites/mpsc/consumer/rate-books/electric/dte/dtee1cur.pdf?rev=cf55d05b027a43fc9d4f762672e9aa9e&hash=D28CE34BD%20%2007DCDD7279069015BB8121A, which may be updated, revised and/or modified during the Term of the Agreement as approved or agreed to by the Commission.
18.3.    All headings and captions contained in this Agreement are for convenience of reference only and shall not, in any way, affect the meaning of any provision hereof. No provision of this Agreement shall be interpreted more or less favorably towards either Party because its counsel drafted all or a portion hereof. The recitals set forth in this Agreement are an integral part hereof and shall have the same contractual significance as any other language contained in this Agreement. The provisions of this Section 18.3 shall survive termination or expiration of this Agreement.
18.4.    The terms and provisions of this Agreement shall not be modified or waived except by the execution by the Parties of a written amendment to this Agreement. The waiver by a Party of a breach or violation of any provision of this Agreement will not operate as or be construed to be a waiver of any subsequent breach or violation thereof.
18.5.    Each term and condition of this Agreement is deemed to have independent effect and the invalidity of any partial or whole paragraph or article shall not invalidate the remaining paragraphs or articles. The obligation to perform all of the terms and conditions shall remain in effect regardless of the performance of any invalid term by the other Party. Any entity that succeeds by purchase, merger, consolidation or other transfer to the properties of Company or Customer either substantially or as an entirety, shall be entitled to the rights and will be subject to the obligations of its predecessor in interest under this Agreement.
18.6.    This Agreement shall not create any rights in third parties, and no provision of this Agreement will be construed as creating any obligations for the benefit of, or rights in favor of, any person or entity other than the Parties.
18.7.    This Agreement shall be binding on the Parties hereto and on their respective successors, heirs and permitted assigns.
18.8.    This Agreement and the Related Agreements, together with the Rate Schedule and Company’s Rate Book, as may be amended from time to time, reflect the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings among the Parties with respect to the subject matter hereof.





18.9.    This Agreement may be executed by Pdf signatures or electronically, or in multiple counterparts, each of which will be deemed an original and all of which will constitute one and the same instrument.
18.10.    Under no circumstances shall Customer transition to any Company Retail Access Service Rider as defined in Company’s Rate Book during the Term of this Agreement.
18.11.    Any provision of this Agreement that contemplates performance or observance subsequent to termination or expiration of this Agreement, or that is necessary to give effect to rights or obligations arising prior to such termination or expiration, shall survive and continue in full force and effect.
18.12.    The Parties shall meet semi-annually to discuss operational and administrative matters and any other matters related to this Agreement or any Related Agreement.


[Remainder of Page Blank – Signatures on the Next Page]





IN WITNESS WHEREOF, Company and Customer have each caused this Agreement to be duly executed by their authorized representatives identified below, effective as of the Contract Date.                                    
COMPANY
DTE Electric Company
[* * *]    






Schedule 1
Required Amount Schedule
[* * *]






Exhibit A
Applicable Definitions
Capitalized terms used in the Agreement but not otherwise defined therein shall have the following meanings:

Affected Party” has the meaning set forth in Section 4.4.2.
Affiliate” means with regard to a Party, any person that directly or indirectly: (a) controls that Party; (b) is controlled by that Party; or (c) is under common control with that Party; where for each of (a), (b), and (c), “control” is defined as possession of the power to direct or cause the direction of the management and policies of a legally recognizable entity, through direct or indirect majority ownership or minimum percentage ownership that would grant the party a controlling interest in such entity.
Agreement” has the meaning set forth in the preamble to this Agreement.
Appeal Order” has the meaning set forth in Section 4.5.1.
Bankruptcy” means that (i) an entity shall voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (A) relief in respect of an entity, or of a substantial part of its property or assets, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (B) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such entity or for a substantial part of its property or assets or (C) the winding-up or liquidation of an entity; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (iii) an entity shall consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in the foregoing clause (ii), (iv) an entity shall apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for itself or for a substantial part of its property or assets, (v) an entity shall file an answer admitting the material allegations of a petition filed against it in any such proceeding, (vi) an entity shall make a general assignment for the benefit of creditors, (vii) an entity shall become unable, admit in writing its inability or fail generally to pay its debts as they become due, or (viii) an entity shall take any action for the purpose of effecting any of the foregoing.
Business Days” means any day other than Saturday, Sunday, Federal Reserve Bank holiday, or other day that is a holiday observed by Company.
Change in Law” means the adoption, enactment or other effectuation, or any change in the judicial, regulatory or administrative application or interpretation, or any amendment, repeal or other modification, by any Governmental Authority of any Law that adversely affects either Party’s performance under this Agreement (including any Executive Order or similar directive from a state executive branch or the federal Executive Branch that changes the interpretation of any of the foregoing), in each case, after the Contract Date; provided, however, in the case of any new Law, order or any other legally binding requirement or directive or change to any existing Law, order or other legally binding requirement applicable to either Party’s performance of its obligations under this Agreement, in either case that is enacted prior to the Contract Date, but for which the effectiveness thereof occurs after the Contract Date, shall not constitute a Change in Law hereunder.
Clean Capacity Accelerator Agreement” means that certain Clean Capacity Accelerator Agreement entered into between the Parties as of even date hereof.




Commencement Date” means the date on which the Customer first receives Electric Service at the Facility under this Agreement.
Commission” has the meaning set forth in paragraph C of the Recitals to this Agreement.
Commission Approval Date” means the earlier of: (i) the date on which the Commission issues its initial approval of this Agreement, (ii) the date on which the Parties reach mutual agreement on an amendment to this Agreement and/or waive their respective rights to terminate this Agreement in accordance with Section 4.4.1 following the Commission’s failure to grant approval (conditional or unconditional) of this Agreement, and (iii) the date on which the Parties reach mutual agreement on an amendment to this Agreement and/or waive their respective rights to terminate this Agreement in accordance with Section 4.4.2 following the Commission’s conditional approval of this Agreement.
Company” has the meaning set forth in the preamble to this Agreement.
Company’s Rate Book” has the meaning set forth in Section 1.
Conditions Precedent” has the meaning set forth in Section 4.1.
Confidential Information” has the meaning set forth in Section 10.1.
Contract Date” has the meaning set forth in the preamble to this Agreement.
Credit Rating” means with respect to an entity on any date of determination: (1) the respective rating then assigned to its senior unsecured and unsubordinated long-term debt or deposit obligations (not supported by third party credit enhancement) by S&P or Moody’s, as applicable.
[* * *]
Customer” has the meaning set forth in the preamble to this Agreement.
Customer Caused Event” means (a) any demonstrable failures, delays or increased costs, in each case, in connection with Company’s performance of its obligations under this Agreement to the extent due to (i) any failure, delay or non-performance by Customer that adversely impacts Company’s performance of its obligations under this Agreement, or (ii) any Customer assignment and/or relocation pursuant to Section 13.1.1, (b) Customer’s failure to deliver ZRC Product (as such term is defined in the Clean Capacity Accelerator Agreement) to Company pursuant to Customer’s obligation in the Clean Capacity Accelerator Agreement, or (c) Customer’s failure to enter into an agreement with Company to backstop the costs associated with the Transmission Owner’s Underground Cable Work pursuant to Section 9.7.
Customer Committed Capacity Ramp” has the meaning set forth in paragraph A of the Recitals.
Customer Credit Support” means the credit support provided by Customer to Company in the form of a Customer Parent Guaranty or Letter of Credit (or combination thereof) to support all of Customer’s payment obligations due and owing under this Agreement, as required pursuant to Section 8.
Customer LC Proceeds” has the meaning set forth in Section 8.2.1.
Customer Parent Guarantor” has the meaning set forth in Section 8.1.
Customer Parent Guaranty” has the meaning set forth in Section 8.1.




Customer’s Half-Hour Demand” means the single highest 30-minute integrated reading of Company’s demand meter located at the Facility, which measures Customer’s electrical usage.
Data Center Location” means Van Buren Township, Michigan.
Defaulting Party” has the meaning set forth in Section 7.1.
Demand Charges” means the sum of all applicable demand charges (per kW) set forth in the Rate Schedule.
Demand Response Agreement” means the Rider 12 Capacity Release Agreement entered into between the Parties as of even date hereof.
Disclosing Party” has the meaning set forth in Section 10.1.
Dispute” has the meaning set forth in Section 14.1.
Early Termination Date” has the meaning set forth in Section 7.2.2.
[* * *]
Effective Date” has the meaning set forth in Section 4.2.
Electric Facilities” has the meaning set forth in in paragraph A of the Recitals to this Agreement.
Electric Service” has the meaning set forth in in paragraph A of the Recitals to this Agreement.
[* * *]
Event of Default” has the meaning set forth in Section 7.1.
Excusable Event” has the meaning set forth in Section 2.3.
Facility” means the data center facility that Customer intends to construct, commission, own and operate in Van Buren Township, Michigan.
FERC” means the Federal Energy Regulatory Commission or its successor.
Financing Party” means any lender providing debt or equity financing to Company in connection with its use of the Facilities.
Force Majeure Event” means any event or circumstance, or combination of events or circumstances, arising after the Contract Date, whether impacting a Party directly or impacting a Party’s Affiliates or any applicable contractor, subcontractor or supplier of a Party, that wholly or partly prevents or delays a Party or Project Party from performing any obligation under this Agreement, but only if and to the extent:
(a)    such event or circumstance, or combination of events or circumstances, is not within the reasonable control of the Party or Project Party, as applicable;
(b)    The Party or Project Party has used reasonably diligent efforts in taking precautions and measures to (i) avoid the effect of such event or circumstance, or combination of events or circumstances, on the Party or Project Party and (ii) mitigate the consequences thereof;




(c)    such event or circumstance, or combination of events or circumstances, does not result from the failure of the Party or Project Party to perform any of its obligations under this Agreement; and
(d)    such event or circumstance, or combination of events or circumstances, could not have been (i) reasonably anticipated or (ii) avoided by the exercise of reasonable diligence and care.
A “Force Majeure Event” shall include, without limitation, the following; provided, that such event, circumstance, or combination of events or circumstances, meets all of the requirements in clauses (a)-(d) of the immediately preceding sentence: expropriation; invasion; drought, landslide, tornado, hurricane, tsunami, flood, lightning, earthquake, and other acts of God; fire; explosion; plague, epidemic and/or pandemic; invasion, acts of terrorism, war (declared or undeclared), or other armed conflict; riot, revolution, insurrection, or similar civil disturbance or commotion; acts of the public enemy; perils of sea; blockade; port closure; sabotage or vandalism; except as set forth in the next sentence below, strikes and other labor disputes (including collective bargaining disputes and lockouts) involving a Party or Project Party and not directed exclusively at such Party or Project Party; material physical damage caused by third parties; transportation accidents; delays in transportation caused by an independent Force Majeure Event, including delays due to closure of roads or other transportation route by Governmental Authorities or otherwise due to a Force Majeure Event; embargoes; other acts or omissions of a Governmental Authority (other than such acts or omissions in response to acts or omissions of the affected Party or Project Party); and in the event that Company does not achieve the Indicative Clean Capacity Portfolio, Company’s failure to procure supply from the market to meet the Customer Committed Capacity Ramp due to a lack of available MISO capacity (as reasonably determined by Company on a non-discriminatory basis and taking into account any applicable import restrictions placed on Company by MISO, the Transmission Owner or any Governmental Authority). Nothing in this provision shall obligate a Party to prevent or settle any labor disturbance or dispute involving its employees or contractors on terms it does not, in its sole discretion, consider advisable.
In addition, notwithstanding anything to the contrary set forth in this Agreement, to the extent any event or circumstance, or combination of events or circumstances qualifies as a “Force Majeure Event” or other similar defined term in any agreement executed by Company, or its Affiliate on behalf of Company, in connection with performing Company’s obligations under this Agreement, then such event, circumstance, or combination of events or circumstances shall qualify as a Force Majeure Event pursuant to this Agreement.
Governmental Authority” means any federal, state, local, municipal, or other governmental, regulatory, administrative, quasi-governmental, judicial, public or statutory instrumentality, court or governmental tribunal, agency, commission authority, body or entity, or any political subdivision thereof, including MISO or its successor, having legal jurisdiction over the matter or person in question.
Indicative Clean Capacity Portfolio” has the meaning ascribed to that term in the Clean Capacity Accelerator Agreement.
Initial Term” has the meaning set forth in Section 3.1.
Interest Rate” means the prime rate as published in The Wall Street Journal (or its successor publication) on the first Business Day of each calendar month, plus 200 basis points per annum.
kW” means kilowatt.
Large Load Customer Tariff” has the meaning set forth in Section 4.5.2.

Law” or “Laws” means all laws, treaties, ordinances, statutes, judgments, decrees, injunctions, writs, orders, rules, regulations, tariffs, interpretations and permits of any Governmental Authority having jurisdiction of the transmission of electricity, performance of the work, all and each document, instrument and agreement delivered hereunder or in connection herewith, health and safety, or the environmental condition of the Data Center Location.




Letter of Credit” means an irrevocable stand-by letter of credit, in a form agreed to by Company in writing, provided by Customer pursuant to Section 8 and issued by a Qualified Issuer.
Letter of Credit Default” means, with respect to a Letter of Credit, the occurrence of any of the following events: (a) the Qualified Issuer that has issued such Letter of Credit (i) becomes subject to any Bankruptcy, (ii) fails to comply with or perform its obligations under such Letter of Credit if such failure shall be continuing after notice thereof and the lapse of any applicable grace period or (iii) disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of such Letter of Credit; (b) such Letter of Credit ceases to be in full force and effect during the period required by this Agreement; or (c) the issuer of such Letter of Credit ceases to meet the qualifications of a Qualified Issuer.
Line Extension Agreement” means that certain Line Extension Agreement between Company and Customer entered into as of even date hereof.
Load Ramp Completion Date” means the earlier of: (a) the date on which the final phase of the Customer Committed Capacity Ramp, as set forth in Exhibit B-1, is achieved, as such date shall be memorialized by the Parties in accordance with this Agreement; and (b) December 31, 2028, as such date may be revised pursuant to Section 2.1.
Losses” has the meaning set forth in Section 12.1.
Meet and Confer Request” has the meaning set forth in Section 4.4.2.
Minimum Monthly Charge” has the meaning set forth in Section 5.2.
MISO” means the Midcontinent Independent System Operator.
MISO Notice” has the meaning set forth in Section 5.3.3.
MISO Planning Resource Auction” has the meaning ascribed to the term “Planning Resource Auction” in the MISO Tariff and shall include any successor term and mechanism used by MISO to purchase and sell capacity.
MISO Tariff” means the MISO Open Access Transmission, Energy and Operating Reserve Markets Tariff.
Monthly Billing Demand” means the single highest 30-minute integrated reading of Customer’s demand meter in a given billing period.
Monthly On-Peak Billing Demand” means the single highest 30-minute integrated reading of the demand meter during the on-peak hours (as defined in the Company’s Rate Book) of the billing period. The Monthly On-Peak Billing Demand will not be less than 65% of the highest monthly on-peak metered billing demand during the billing months of June, July, August, September, and October of the preceding eleven billing months, nor less than 50 kilowatts.
Moody’s” means Moody’s Investors Service, Inc. or its successor.
MW” means megawatt.
Negotiation Period” has the meaning set forth in Section 2.4.2.
Notice” has the meaning set forth in Section 18.1.
Operating Parameter Deadline” has the meaning set forth in Section 5.5.2.




Operating Parameters” has the meaning set forth in Section 5.5.2.
Operating Procedures” has the meaning set forth in Section 5.5.3.
Original PSA” has the meaning set forth in paragraph A of the Recitals.
Overage” has the meaning set forth in Section 5.3.1.
Parties” has the meaning set forth in the preamble to this Agreement.
Party” has the meaning set forth in the preamble to this to this Agreement.
Project” means any asset, resource, or project that Company develops, constructs, leases, utilizes, and/or purchases to provide Electric Service to Customer’s Facility pursuant to agreements in connection with the Clean Capacity Accelerator Agreement, any Supplemental Agreement, and/or Company’s 2026 Electric Integrated Resource Plan, including without limitation tolling agreements, purchase and sale agreements, build-transfer agreements, development agreements, construction agreements, equipment supply agreements, lease agreements, capacity purchase agreements, demand response agreements, and similar agreements.
Project Agreement” means any agreement entered into by Company with a Project Party to develop, construct, lease, utilize, purchase, and/or otherwise acquire a Project.
Project Party” means, in connection with the development, construction, lease, utilization, purchase, ownership, operation or maintenance of a Project, Company or any counterparty to a Project Agreement or any of Company’s or such counterparty’s respective Affiliates, contractors, subcontractors or suppliers. For the avoidance of doubt Customer, as counterparty to Company for the transfer of Zonal Resource Credits under the Clean Capacity Accelerator Agreement, shall be deemed a Project Party for purposes of this Agreement and any Related Agreement.
Prudent Industry Practice” means the practices, methods and acts engaged in or approved by regulated electric utilities in the United States, that, at a particular time, in the exercise of reasonable judgment in light of the facts known or that should reasonably have been known at the time a decision was made, would have been expected by a reasonably prudent business company of established reputation in the regulated electric utility industry to accomplish the desired result in a manner consistent with applicable Laws, regulations, codes, standards, equipment manufacturers’ recommendations, reliability, safety, environmental protection, economy and expedition. Prudent Industry Practice is a range of reasonable practices and does not necessarily mean the highest standard in the industry. For the avoidance of doubt, any practices, methods and/or acts approved by the Commission or as set forth in Company’s Rate Book shall be deemed “Prudent Industry Practice.”
Qualified Issuer” means a commercial bank or trust company organized under the Laws of the United States or a political subdivision thereof or validly existing in the country of its organization that is registered to do business in the United States and has a branch office located in the United States, with (a) a Credit Rating of at least (i) “A-” by S&P or (ii) “A3” by Moody’s at any point in time and (b) a net worth of at least Ten Billion Dollars ($10,000,000,000) at the time of issuance of a Letter of Credit.
Ramp Grace Period” has the meaning set forth in Section 2.1.
Rate Schedule” means Schedule D11 and may be changed in accordance with Section 5.1.
Recipient” has the meaning set forth in Section 10.1.
Related Agreement Completion Date” means the latest date on which the Parties execute: (a) the Clean Capacity Accelerator Agreement, (b) the Line Extension Agreement, and (c) the Demand Response Agreement.




Related Agreements” means (a) the Clean Capacity Accelerator Agreement, (b) the Line Extension Agreement, (c) the Demand Response Agreement, and (d) any Supplemental Agreement.
Relief Event” has the meaning set forth in Section 17.1.1.
Renewal Term” has the meaning set forth in Section 3.2.
Representatives” has the meaning set forth in Section 10.2.
[* * *]
Revised Ramp Schedule” has the meaning set forth in Section 2.4.2.
Sanctioned Country” means, at any time, a country or territory that is itself the target of comprehensive Sanctions (as of the date of this Agreement, Cuba, Iran, North Korea, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic).
Sanctioned Person” means (a) any person listed in any sanctions-related list of designated persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State, the United Nations Security Council, the European Union, any Member State of the European Union, or the United Kingdom; (b) any person operating, organized, or resident in a Sanctioned Country; (c) the government of a Sanctioned Country or the Government of Venezuela; or (d) any person 50% or more owned or, where relevant under applicable Sanctions, controlled by any such person or persons or acting for or on behalf of such person or persons.
Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union Member State or the United Kingdom.
Schedule D11” means Primary Supply Rate Schedule No. D11, as published in Company’s Rate Book and approved by the Commission as of the Contract Date, which is subject to change from time to time by order issued by the Commission.
Shortfall Capacity” has the meaning set forth in Section 5.4.
Shortfall Capacity Rate” means the auction clearing price, as established in the MISO Planning Resource Auction, for “Local Resource Zone 7” for the applicable billing period.
Standard & Poor’s” or “S&P” means S&P Global Ratings or its successor.
Study Fee” has the meaning set forth in Section 9.6.
[* * *]
Supplemental Agreement” means any agreement entered into between the Parties following the Contract Date in connection with (i) another Related Agreement, (ii) providing electric capacity and/or energy to Customer’s Facility, or (iii) the construction of facilities to allow for provision of Electric Service to Customer.
Term” has the meaning set forth in Section 3.2.
Termination Payment” has the meaning set forth in Section 7.3.




Transition Date” has the meaning set forth in Section 4.5.2.
Transmission Owner” means ITC Holdings Corporation and its Affiliates.
Underground Cable MOU” has the meaning set forth in Section 9.7.
Underground Cable Work” has the meaning set forth in Section 9.7.
“Zonal Resource Credits” has the meaning ascribed to that term in the MISO Tariff.





Exhibit B-1
Customer Committed Capacity Ramp
[* * *]



Exhibit B-2

Energization Schedule

[* * *]




Exhibit C
Form of Customer Parental Guaranty
[* * *]



Schedule 1
[* * *]



Exhibit D
Sample Invoices

[* * *]



Exhibit E
Sample Termination Payment Calculation

[* * *]


Exhibit 10.2
***CERTAIN MATERIAL (INDICATED BY THREE ASTERISKS IN BRACKETS) HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

CLEAN CAPACITY ACCELERATOR AGREEMENT

This Clean Capacity Accelerator Agreement (this “Agreement”) is entered into as of March 12, 2026 (“Contract Date”) by and between DTE Electric Company, a Michigan corporation with offices at One Energy Plaza, 2101 WCB, Detroit, Michigan 48226 (“Company”), and Google LLC, a Delaware limited liability company with a principal address of [* * *] (“Customer”). Each of Company and Customer may be referred to herein individually as a “Party” or collectively as the “Parties.” Capitalized terms shall have the meaning set forth in Exhibit A.
RECITALS
WHEREAS:
(A)    Customer and Company have entered into: (i) that certain Amended and Restated Schedule Designation D11 Primary Supply Agreement (the “PSA”) dated as of the date hereof whereby Company has agreed to provide Electric Service to Customer’s data center facility (the “Facility”) located in Van Buren Township, Michigan (the “Data Center Location”), (ii) that certain Rider 12 Capacity Release Agreement dated as of the date hereof to assist Customer in managing its electricity usage patterns (the “Demand Response Agreement”), and that certain Line Extension Agreement dated as of the date hereof whereby Company will complete certain distribution system upgrades to serve Customer’s Facility (the “Line Extension Agreement”).
(B)    Customer desires to procure Clean capacity from or through Company and to deliver Zonal Resource Credits to Company to facilitate the receipt of Electric Service in accordance with the PSA within the accelerated timeframe requested by Customer.
(C)    On June 9, 2021, Company received approval from the Commission under the Partial Settlement Agreement in Docket No. U20713 & U-20851 (the “Settlement”), that allows for ahead-of-meter customer-requested offerings whereby a customer can contract to receive all the Renewable Energy Credits from a specified Renewable Energy Project.
(D)    Customer desires to procure RECs from the generation of one or more Renewable Energy Projects of up to 1,600 MW in aggregate consistent with the Settlement (collectively, the “Renewable Portfolio RECs”) from the project(s) described in the Renewable Portfolio.
(E)    Company desires to develop, procure, construct, own, lease, utilize and/or acquire Clean Capacity Projects and Renewable Energy Projects in MISO as necessary to provide (i) Electric Service and (ii) the Renewable Portfolio RECs to Customer.



NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and intending to be legally bound, Company and Customer agree as follows:

1.    Term
The term of this Agreement (the “Term”) shall commence upon the Contract Date, and shall continue, unless earlier terminated in accordance with this Agreement, until the twentieth (20th) anniversary of the “Commencement Date,” as such term is defined in the PSA.
2.    Conditions Precedent
2.1.    With the exception of the obligations under this Section 2 and under Section 12, which shall be effective as of the Contract Date, each Party’s performance of its respective obligations under this Agreement are specifically conditioned on completion of the items listed below pursuant to the terms set forth in this Section 2 (the “Conditions Precedent”):
2.1.1.     Each of the Parties shall execute (a) the PSA, and (b) the Demand Response Agreement;
2.1.2.     Each of the Parties shall execute the Line Extension Agreement;
2.1.3.     The “Conditions Precedent” as defined in the PSA shall have been satisfied;
2.1.4.     The Commission shall approve of this Agreement and the PSA in accordance with Section 2.4;
2.1.5.     Within ten (10) Business Days following the Commission Approval Date, Customer shall provide the Customer Credit Support in form and substance as required pursuant to Section 11; and
2.1.6.    Company's board of directors shall approve this Agreement and Company shall deliver Notice to Customer of such approval.
2.2.    Conditions Precedent Deadline. The date the Conditions Precedent are satisfied shall be referred to herein as the “Effective Date”.
2.2.1.    If the Condition Precedent set forth in Section 2.1.1 is not satisfied by [* * *] either Party may terminate this Agreement and any Related Agreement upon thirty (30) calendar days’ Notice to the other Party, in which case (1) this Agreement shall cease to be of any force or effect and (2) no Party shall have any further obligations or liability to the other under this Agreement.





2.2.2.    If the Conditions Precedent set forth in Sections 2.1.2 and 2.1.6 are not satisfied by [* * *] Company may terminate this Agreement and any Related Agreement upon thirty (30) calendar days’ Notice to Customer, in which case (1) this Agreement shall cease to be of any force or effect and (2) no Party shall have any further obligations or liability to the other under this Agreement.
2.2.3.    If the Condition Precedent set forth in Section 2.1.4 is not satisfied by [* * *] then either Party may terminate this Agreement and any Related Agreement upon thirty (30) calendar days’ Notice to the other Party, in which case (1) this Agreement shall cease to be of any force or effect and (2) no Party shall have any further obligations or liability to the other under this Agreement.
2.2.4.    If the Condition Precedent set forth in Section 2.1.5 is not satisfied by [* * *] then Company may terminate this Agreement and any Related Agreement upon thirty (30) calendar days' Notice to Customer, in which case (1) this Agreement shall cease to be of any force or effect and (2) no Party shall have any further obligations or liability to the other under this Agreement.
2.3.    Application. No later than thirty (30) days following the Related Agreement Completion Date, Company will apply to the Commission for approval of this Agreement and the PSA. Each Party agrees to notify the other Party of any significant developments in obtaining such Commission approval. To the extent applicable, Company shall also promptly apply to the Commission for approval of any applicable amendment to this Agreement pursuant to Section 2.4.1.1(a) or Section 2.4.2.3(a). Each Party agrees to notify the other Party of any significant developments in obtaining such Commission approval. Each Party shall use reasonable efforts to obtain such required approval and shall exercise due diligence and shall act in good faith to cooperate with and assist the other Party in acquiring such Commission approval. Customer may, at its sole discretion, and its sole cost and expense, file a petition for leave to intervene in the Commission proceeding related to the approval of this Agreement and retain counsel to represent Customer in such proceeding. The Parties agree to actively support the Agreement in such approval proceeding and not advocate for any revision or change to the Agreement (as executed as of the Contract Date).
2.4.    Commission Approval.
[* * *]
3.    Clean Capacity Project Portfolio
3.1.    Development of Clean Capacity Projects.
3.1.1.    Clean Capacity Project Agreements. Company shall use commercially reasonable efforts to enter into agreements (including without limitation tolling agreements, power purchase agreements, purchase and sale agreements, build transfer agreements, development agreements, construction agreements, equipment supply agreements, lease agreements and the like) to develop, construct, lease,





utilize, acquire capacity and/or energy, procure and/or acquire Clean assets/projects (each, a "Clean Capacity Project") for the Clean Capacity Project Portfolio as Company deems sufficient in its sole discretion, subject to Company’s obligations under this Section 3 and in accordance with the applicable resource type set forth in the Indicative Clean Capacity Portfolio set forth in Exhibit F (each such agreement to develop, construct, lease, utilize, acquire capacity and/or energy, procure and/or acquire a Clean Capacity Project, a "Clean Capacity Project Agreement"). As applicable, Company will adhere to Michigan's competitive procurement guidelines. Company will maintain the Installed Capacity for each resource type specified in the Indicative Clean Capacity Portfolio set forth in Exhibit F throughout the Term. Customer acknowledges and agrees that the Clean Capacity Project Portfolio reflects an overbuild of capacity at Customer’s request for the purpose of avoiding the cost of augmentation in connection with (a) the 4-Hour Energy Storage Projects over the Term, and (b) the Long Duration Energy Storage Projects for a period of three (3) years from the Commercial Operation Date of each Long Duration Energy Storage Project.
3.1.2.    Company shall consult with Customer and consider in good faith Customer's or Customer's agent's input with respect to the selection, procurement, leasing, development and/or construction of Clean Capacity Projects. To that end, the Parties shall meet no less than once per quarter to discuss progress relating to: (i) the development and construction of Customer's Facility, (ii) Customer's load ramp requirements, and (iii) the selection, procurement, development, leasing and construction status of the Clean Capacity Projects in the Clean Capacity Project Portfolio. Subject to the other terms and conditions of this Agreement, Company shall select, procure, develop, lease and/or construct Clean Capacity Projects to include in the Clean Capacity Project Portfolio, and, as between the Parties, Company shall be solely responsible for making all decisions pertaining to the procurement, development, construction and operation of all such Clean Capacity Projects and will make such decisions in a reasonable manner taking into account Prudent Industry Practice.
3.1.3.    Company will provide Customer with quarterly written reports on the status of the selection, procurement, development, leasing and/or construction of the Clean Capacity Projects. These reports will also include an up-to-date projection of the Clean Capacity Project Portfolio Revenue Requirement as of the time of the report.
3.1.4.    Application for Clean Capacity Project Agreements. If Company determines in its reasonable discretion that Commission approval is required for any Clean Capacity Project Agreement, then Company will apply to the Commission for approval of such Clean Capacity Project Agreement within thirty (30) calendar days after execution of such agreement (a "Clean Capacity Project Agreement Filing"). Each Party agrees to notify the other Party of any significant developments in obtaining such Commission approval. Each Party shall use reasonable efforts to obtain such required approval and shall exercise due diligence and shall act in good faith to cooperate with and assist the other Party in acquiring such Commission approval. If the Commission considers and expressly denies approval of any Clean Capacity Project Agreement, then Company may in its discretion source an alternative Clean Capacity Project to align with the Indicative Clean Capacity Portfolio to replace such rejected Clean Capacity Project (and seek Commission approval for the new Clean Capacity Project Agreement Filing in accordance with this Section 3.1.4).





3.1.5.    Commission Approval of Clean Capacity Project Agreements. No later than thirty (30) calendar days after receipt of the Commission's approval of any Clean Capacity Project Agreement, Company shall deliver to Customer a revised list of all approved Clean Capacity Projects supporting the Customer Committed Capacity Ramp (collectively, the "Clean Capacity Project Portfolio") in the form of Exhibit B-1 (the "Clean Capacity Project Portfolio Matrix"). For the avoidance of doubt, Company shall have no obligation to develop, construct, own, operate, lease, utilize, acquire capacity and/or energy, procure and/or acquire any Clean Capacity Project unless the Commission issues an unconditional approval of the applicable Clean Capacity Project Agreement Filing or, in the event the Commission issues a conditional approval, the conditions imposed are acceptable to Company in its sole discretion.
3.1.6.     Clean Capacity Project Portfolio Matrix. Company shall provide Customer with a revised Clean Capacity Project Portfolio Matrix at least thirty (30) calendar days prior to the Commercial Operation Date of each Clean Capacity Project, which reflects for such Clean Capacity Project the estimated Clean Capacity Project Revenue Requirement (including any costs attributable to Customer Caused Events or Relief Events). No later than ninety (90) calendar days following the Commercial Operation Date of such Clean Capacity Project, Company shall deliver to Customer an updated version of such Clean Capacity Project Portfolio Matrix. Company shall thereafter deliver to Customer a Clean Capacity Project Portfolio Matrix annually as set forth in Section 3.2.2. Customer acknowledges and agrees that the Clean Capacity Project Billing Period Charge will not be a levelized cost of storage and will instead reflect the actual Clean Capacity Project Revenue Requirement for each Clean Capacity Project in the Clean Capacity Project Portfolio. Company shall begin billing Customer for each Clean Capacity Project from the first billing period following the Commercial Operation Date of such Clean Capacity Project based on the estimated Clean Capacity Project Revenue Requirement for such project, subject, to the extent necessary, to a true up of such amounts pursuant to the updated Clean Capacity Project Portfolio Matrix for such Clean Capacity Project.
3.1.7.     The Parties agree that regardless of the Commercial Operation Date of any Clean Capacity Project in the Clean Capacity Project Portfolio, Customer shall pay the Clean Capacity Project Revenue Requirement in full for each Clean Capacity Project in the Clean Capacity Project Portfolio during the Initial Term. If the Cost Recovery Period for any Clean Capacity Project extends beyond the Initial Term, then Company shall recover the portion of such project’s Clean Capacity Project Revenue Requirement that Company would have otherwise recovered after the Initial Term (such amount, the “CCP Recovery Amount”) during the Initial Term by dividing the CCP Recovery Amount by the number of billing periods from such project’s Commercial Operation Date through the end of the Initial Term, and adding the quotient to such project’s Clean Capacity Project Billing Period Charge.
3.1.8.    The Parties agree that Company may, at its reasonable discretion: (a) add Clean Capacity Projects to the Clean Capacity Project Portfolio, and/or (b) replace any Clean Capacity Project in the Clean Capacity Project Portfolio, including in the event that a Clean Capacity Project Agreement is terminated or canceled, to align with the Indicative Clean Capacity Portfolio during the Term.





3.1.9.    The Parties agree that this Agreement does not grant Customer any right, title to or interest in the Clean Capacity Projects, other than as explicitly set forth in this Agreement.
3.1.10.    If Company determines that the Indicative Clean Capacity Portfolio is not feasible based on commercially reasonable standards and Prudent Industry Practice, then Company shall provide Notice to Customer, and the Parties shall meet within one hundred and twenty (120) calendar days of such Notice to agree on a new Indicative Clean Capacity Portfolio.
3.2.    Reimbursement for Clean Capacity Projects.
3.2.1.    Clean Capacity Project Reimbursement. Customer agrees that, subject to the terms and conditions of this Agreement, Customer shall be responsible for reimbursing Company for all documented and reasonably incurred costs related to the Clean Capacity Project(s) during the Term through its payment to Company of (a) the Clean Capacity Project Billing Period Charge, minus (b) any applicable Clean Capacity Credits for each Clean Capacity Project in the Clean Capacity Project Portfolio.
3.2.2.    Clean Capacity Project Revenue Requirement. Customer acknowledges and agrees that for all Clean Capacity Projects in the Clean Capacity Project Portfolio, the Clean Capacity Project Revenue Requirement and the Clean Capacity Project Portfolio Revenue Requirement shall increase or decrease, as applicable, for increases or decreases to Company’s total cost of developing, procuring, constructing, purchasing, contracting for, leasing and/or operating each Clean Capacity Project. Following the conclusion of each calendar year, Company shall compare the actual costs of operating and maintaining such Clean Capacity Projects with the estimated costs provided in the Clean Capacity Project Portfolio Matrix (such over collection or under collection, the “Clean Capacity Project Reconciliation”) and the Clean Capacity Project Revenue Requirement for such Clean Capacity Projects will be adjusted to account for any Clean Capacity Project Reconciliation; provided that, subject to Section 6.5, the levelized weighted average cost of 4-Hour Energy Storage Projects within the Clean Capacity Project Portfolio shall not exceed [* * *] per kW-month (the “4-Hour Cost Cap”), or as otherwise agreed between the Parties in writing. On or before April 1st of each year of the Term, Company shall provide Customer with a revised Clean Capacity Project Portfolio Matrix reflecting the adjusted Clean Capacity Project Portfolio Revenue Requirement, Clean Capacity Project Billing Period Charge, and Clean Capacity Project Revenue Requirement for each year of the Term for such Clean Capacity Projects that have achieved commercial operation, each of which shall take effect on May 1st of that year.
4.    Renewable Portfolio
4.1.    Development of Renewable Energy Projects.
4.1.1.    Renewable Energy Project Agreements. Company shall use commercially reasonable efforts to enter into agreements (including without limitation purchase and sale agreements, build transfer agreements, development agreements, construction agreements,





equipment supply agreements and the like) to develop, construct, lease, utilize, acquire capacity and/or energy and/or purchase Renewable Energy Projects for the Renewable Portfolio as Company deems sufficient in its sole discretion, subject to Section 4.1.10, in accordance with the applicable Indicative Renewable Portfolio (subject to the limits set forth under the column titled “MW Amount”) set forth in Exhibit F (each such agreement to develop, construct, lease, utilize, acquire capacity and/or energy, procure and/or acquire a Renewable Energy Project, a "Renewable Energy Project Agreement"). Company will adhere to the procurement requirements set forth in the July 2, 2024 settlement agreement in Case No. U-21172 and will target the acquisition of a minimum of fifty percent (50%) of the capacity required to fulfill the Indicative Renewable Portfolio through build transfer agreements with unaffiliated third parties.
4.1.2.    Application for Renewable Energy Project Agreements. If Company determines in its reasonable discretion that Commission approval is required for any Renewable Energy Project Agreement, then Company shall apply to the Commission for approval of such Renewable Energy Project Agreement within sixty (60) calendar days after execution of such agreement (a "Renewable Energy Project Agreement Filing"). Each Party agrees to notify the other Party of any significant developments in obtaining such Commission approval. Each Party shall use reasonable efforts to obtain such required approval and shall exercise due diligence and shall act in good faith to cooperate with and assist the other Party in acquiring such Commission approval. If the Commission considers and expressly denies approval of any Renewable Energy Project Agreement, then Company may in its discretion source an alternative Renewable Energy Project to align with the Indicative Renewable Portfolio to replace such rejected Renewable Energy Project (and seek Commission approval for the new Renewable Energy Project Agreement Filing in accordance with this Section 4.1.2).
4.1.3.    Commission Approval of Renewable Energy Project Agreements. No later than thirty (30) calendar days after receipt of Commission's approval of any Renewable Energy Project Agreement, Company shall deliver to Customer a revised list of all approved Renewable Energy Projects under this Agreement (collectively, the "Renewable Portfolio") in the form of Exhibit B-2 (the "Renewable Portfolio Matrix"). For the avoidance of doubt, Company shall have no obligation to develop, construct, own, operate, lease, utilize, acquire capacity and/or energy, procure and/or acquire any Renewable Energy Project unless the Commission issues an unconditional approval of the applicable Renewable Energy Project Agreement Filing or, in the event the Commission issues a conditional approval, the conditions imposed are acceptable to Company in its sole discretion.
4.1.4.     Renewable Energy Project Portfolio Matrix. Company shall provide Customer with a revised Renewable Portfolio Matrix at least thirty (30) calendar days prior to the Commercial Operation Date of each Renewable Energy Project, which reflects for such Renewable Energy Project the estimated Renewable Energy Project Revenue Requirement (including any costs attributable to Customer Caused Events or Relief Events). No later than ninety (90) calendar days following the Commercial Operation Date of such Renewable Energy Project, Company shall deliver to Customer an updated version of such Renewable Portfolio Matrix. Company shall thereafter deliver to Customer a Renewable Portfolio Matrix annually as set forth in Section 4.2.2. Customer





acknowledges and agrees that the Renewable Energy Project Billing Period Charge will not be a levelized cost of energy and will instead reflect the actual Renewable Energy Project Revenue Requirement for each Renewable Energy Project in the Renewable Portfolio. Company shall begin billing Customer for each Renewable Energy Project from the first billing period following the Commercial Operation Date of such Renewable Energy Project based on the estimated Renewable Energy Project Revenue Requirement for such project, subject, to the extent necessary, to a true up of such amounts pursuant to the updated Renewable Portfolio Matrix for such Renewable Energy Project.
4.1.5.    The Parties agree that regardless of the Commercial Operation Date of any Renewable Energy Project in the Renewable Portfolio, Customer shall pay the Renewable Energy Project Revenue Requirement in full for each Renewable Energy Project in the Renewable Portfolio during the Term of this Agreement. If the Cost Recovery Period for any Renewable Energy Project extends beyond the Initial Term, then Company shall recover the portion of such project’s Renewable Energy Project Revenue Requirement that Company would have otherwise recovered after the Initial Term (such amount, the “REP Recovery Amount”) during the Initial Term by dividing the REP Recovery Amount by the number of billing periods from such project’s Commercial Operation Date through the end of the Initial Term, and adding the quotient to such project’s Renewable Energy Project Billing Period Charge.
4.1.6.    Subject to Section 4.1.10, the Parties agree that Company may, at its reasonable discretion: (a) add Renewable Energy Projects to the Renewable Portfolio, and/or (b) replace any Renewable Energy Project in the Renewable Portfolio, including in the event that a Renewable Energy Project Agreement is terminated or canceled, to align with the Indicative Renewable Portfolio during the Term.
4.1.7.    The Parties agree that this Agreement does not grant Customer any right, title to or interest in the Renewable Energy Projects, other than as explicitly set forth in this Agreement.
4.1.8.    Company shall consult with Customer and consider in good faith Customer's or Customer's agent's input with respect to the selection, procurement, leasing, development and/or construction of Renewable Energy Projects. To that end, the Parties shall meet no less than once per quarter to discuss progress relating to the selection, procurement, development, leasing and construction status of the Renewable Energy Projects in the Renewable Portfolio. Subject to the other terms and conditions of this Agreement, Company shall select, procure, develop, lease and construct Renewable Energy Projects to include in the Renewable Portfolio, and, as between the Parties and subject to Section 4.1.10, Company shall be solely responsible for making all decisions pertaining to the procurement, development, construction and operation of all such Renewable Energy Projects and will make such decisions in a reasonable manner taking into account Prudent Industry Practice.
4.1.9.    Company will provide Customer with quarterly written reports on the status of the selection, procurement, development, leasing and/or construction of the Renewable Energy Projects. These reports will also include an up-to-date projection of the Renewable Portfolio Revenue Requirement as of the time of the report.





4.1.10.    Renewable Cost Target.
4.1.10.1.    If, prior to the execution of any Renewable Energy Project Agreement, Company determines that the Renewable Energy Project Agreement will not cause the Levelized Weighted Renewable Portfolio Cost to exceed [* * *] per kWh (the “Renewable Cost Target”), then Company, in its sole discretion, may include such Renewable Energy Project in the Renewable Portfolio, subject to the Commission’s approval of such Renewable Energy Project Agreement.
4.1.10.2.    If, [* * *] Company determines that it is not feasible, based on commercially reasonable standards and Prudent Industry Practice, for Company to achieve the Indicative Renewable Portfolio without exceeding the Renewable Cost Target, then Company shall provide Notice to Customer and the Parties shall meet within thirty (30) days to negotiate in good faith any appropriate measures required for Company to achieve the Indicative Renewable Portfolio while still adhering to the original Renewable Cost Target or, if necessary, an adjusted Renewable Cost Target. If the Parties are not able to agree on such measures within sixty (60) days following the Parties’ meeting, then Customer agrees to reimburse Company for any incremental costs incurred by Company in meeting the renewable portfolio standard as set forth in the Act, to the extent such costs are attributable to Customer's load.
4.1.10.3.    The Renewable Cost Target shall be utilized solely, as set forth in this Section 4.1.10, to determine whether Company may select a Renewable Energy Project for inclusion in the Renewable Portfolio. The Renewable Cost Target shall not be used to determine or otherwise affect or limit Company’s recovery of the Renewable Energy Project Revenue Requirement from Customer for any Renewable Energy Project in the Renewable Portfolio, which shall be subject to adjustment to reflect the actual costs incurred in accordance with the Renewable Energy Project Reconciliation set forth in Section 4.2.2.
4.2.    Reimbursement for Renewable Energy Projects.
4.2.1.    Renewable Energy Project Reimbursement. Customer agrees that, subject to the terms and conditions of this Agreement, Customer shall be responsible for reimbursing Company for all documented and reasonably incurred costs related to the Renewable Energy Project(s) during the Term through its payment to Company of: (a) the Renewable Energy Project Billing Period Charge set forth in the Renewable Portfolio Matrix, minus (b)(i)any applicable Renewable Capacity Credits, plus (ii) any Renewable Generation Credits for each Renewable Energy Project in the Renewable Portfolio.
4.2.2.    Renewable Energy Project Revenue Requirement. Customer acknowledges and agrees that for all Renewable Energy Projects the Renewable Energy Project Revenue Requirement and the Renewable Portfolio Revenue Requirement shall increase or decrease, as applicable, for increases or decreases to Company's total cost of developing, procuring, constructing, purchasing, contracting for, leasing and/or operating each Renewable Energy Project. Following the conclusion of each calendar year, Company shall compare





the actual costs of operating and maintaining such Renewable Energy Projects with the estimated costs provided in the Renewable Portfolio Matrix (such over collection or under collection, the "Renewable Energy Project Reconciliation") and the Renewable Energy Project Revenue Requirement for such Renewable Energy Projects will be adjusted to account for any Renewable Energy Project Reconciliation. On or before April 1st of each year of the Term, Company shall provide Customer with a revised Renewable Portfolio Matrix reflecting the adjusted Renewable Portfolio Revenue Requirement and Renewable Energy Project Revenue Requirement for each year of the Term for such Renewable Energy Projects that have achieved commercial operation, each of which shall take effect on May 1st of that year.
4.3.    Delivery of Renewable Energy Credits.
4.3.1.    For each Renewable Energy Project in the Renewable Portfolio, Company shall deliver to Customer, and Customer shall receive, RECs in an amount equal to the applicable REC Quantity by May 31st following the end of the calendar year in which such REC Quantity was generated. Company shall be responsible for transferring the REC Quantity to Customer via a Qualified REC Tracking System. Each Party shall maintain a tracking account for transferring and tracking RECs in the Qualified REC Tracking System. Customer will be responsible for costs associated with registering and maintaining its own account in the Qualified REC Tracking System. Except for Customer’s responsibility to maintain its own account in the prior sentence, all Qualified REC Tracking System and other third-party charges (including all costs associated with Company establishing and maintaining Company’s required registrations and accounts, transferring and tracking RECs) are the responsibility of Company throughout the Term.
4.3.2.    Customer shall be responsible for all arrangements and other actions required to receive the RECs to be transferred to Customer under this Agreement. Risk of loss of any such RECs shall transfer from Company to Customer upon transfer within the Qualified REC Tracking System.
5.    Retaining Projects Beyond the Cost Recovery Period.
5.1.    If the end date of the Cost Recovery Period occurs before the end date of the Term for any Clean Capacity Project or Renewable Energy Project, then Customer may provide Notice to Company no later than twenty-four (24) months before the end of the applicable Cost Recovery Period of its request to keep such project in the Clean Capacity Project Portfolio or Renewable Portfolio, as applicable, for the remainder of the Term (or such earlier period as the Parties may agree), which continuation shall be subject to Company’s approval in its sole discretion. If the Parties decide to keep such project in the Clean Capacity Project Portfolio or Renewable Portfolio, as applicable, then Customer shall pay Company for: (a) the operation and maintenance costs for such project, (b) the Administrative Fee, and (c) the cost of any augmentation for such project. If the Parties do not decide to keep such project in the Clean Capacity Project Portfolio or Renewable Portfolio, as applicable, then such project shall be removed from the applicable project portfolio in accordance with Section 5.2.





5.2.    If a Clean Capacity Project or Renewable Energy Project is removed from the Clean Capacity Project Portfolio or Renewable Portfolio, as applicable, in accordance with Section 6.5 or Section 5.1, then: (a) Company shall deliver to Customer a revised Clean Capacity Project Portfolio Matrix or Renewable Portfolio Matrix, as applicable, and (b) if such project is a Clean Capacity Project, then Company shall equitably revise the Customer Committed Capacity Ramp under the PSA and the revised Customer Committed Capacity Ramp shall thereafter be the Customer Committed Capacity Ramp for purposes of the PSA.
6.    Relief for Changes in Law, Force Majeure Events, and Customer Caused Events
6.1.    Notice. In the event of a Relief Event or Customer Caused Event impacting Company, any Project Party, and/or one or more of the Clean Capacity Projects or Renewable Energy Projects and thereby affecting Company’s ability to perform its obligations under this Agreement, Company shall provide Notice to Customer describing the particulars of the occurrence of such Relief Event or Customer Caused Event on a project specific basis within ten (10) Business Days after Company first gains knowledge of such Relief Event or Customer Caused Event. Such notice will, to the extent of Company’s knowledge thereof at such time, describe (i) the details and factual basis of the cause and nature of such Relief Event or Customer Caused Event, (ii) the anticipated length of delay due to such Relief Event or Customer Caused Event, (iii) the estimated additional costs, if any, (beyond those anticipated before the occurrence of such Relief Event or Customer Caused Event) to be incurred by Company as a result of such Relief Event or Customer Caused Event and (iv) any other effect on Company’s performance of its obligations hereunder.
6.2.     Mitigation. Any delay in Company’s performance caused by any Relief Event will be of no greater scope and of no longer duration than is reasonably required by such occurrence; provided that, if Company’s performance in connection with such Relief Event is delayed due to the actions or inactions of a Project Party, then Company shall use commercially reasonable efforts to cause such Project Party to limit the scope and duration of any delay. Company will furnish Customer with regular reports with respect thereto during the continuation of any such Relief Event. Company shall use commercially reasonable efforts and Prudent Industry Practice to mitigate the cause of and effect on its performance hereunder of any such Relief Event and Company will promptly resume full performance of its obligations hereunder once it is able to do so. For the avoidance of doubt, such commercially reasonable efforts shall, at a minimum, require compliance with the provisions set forth in this Section 6.2, as applicable.
6.3.    No Liability for Relief Event or Customer Caused Event. Company shall not be responsible or liable for any damages, or be deemed to be in breach of this Agreement because of any failure or delay in complying with its obligations under or pursuant to this Agreement, in each case, to the extent that such failure is caused by a Relief Event or Customer Caused Event and Company has otherwise complied with this Section 6.3.
6.4.    Cost and Schedule Relief for Customer Caused Event. In the event of a Customer Caused Event, Company shall be entitled to (i) an equitable extension of all of its obligations pursuant to this Agreement that are actually and demonstrably delayed by such Customer





Caused Event and (ii) reimbursement for all costs and expenses actually and demonstrably incurred by Company as a result of such Customer Caused Event
6.5.    Relief Event. In the event of a Relief Event that occurs after the Commercial Operation Date of an impacted Renewable Energy Project or Clean Capacity Project (such project, an “Impacted Project”) that results in, or is reasonably expected to result in (a) an increase in the costs to Company to make available the Customer Committed Capacity Ramp, or (b) an increase in Company’s cost of performing its obligations pursuant to this Agreement, then Company may provide Notice to Customer regarding any such increased cost (such notice, the “Relief Event Notice”, and such costs, the “Relief Event Costs”); provided that, in the case of a 4-Hour Energy Storage Project, an Impacted Project shall include such projects where such increases in costs would exceed the 4-Hour Cost Cap, whether such costs are incurred before or after the Commercial Operation Date. The Relief Event Notice shall include: (i) reasonable supporting documentation regarding any Relief Event Costs, (ii) the impact, if any, to the Clean Capacity Project Portfolio Revenue Requirement or Renewable Portfolio Revenue Requirement, as applicable, and (iii) a revised Clean Capacity Project Portfolio Matrix or Renewable Portfolio Matrix, as applicable, reflecting the impact to and updated Clean Capacity Project Revenue Requirement or Renewable Energy Project Revenue Requirement, as applicable, for each Impacted Project and the updated Clean Capacity Project Portfolio Revenue Requirement or Renewable Portfolio Revenue Requirement, as applicable, and the following provisions shall apply:
6.5.1 [* * *]
6.5.2 [* * *]
6.5.3[* * *]
Should the amount of any Relief Event Costs exceed, on an aggregate basis per Impacted Project, the Relief Event Cost Cap, then the Parties shall have a period of up to thirty (30) calendar days following Company’s delivery of the Relief Event Notice to negotiate in good faith any amendments or changes to this Agreement the Parties agree are necessary to address the impacts of the applicable Relief Event, while still attempting to preserve the Parties’ original intent regarding their respective rights and obligations under this Agreement. If the Parties fail to reach agreement on such amendments or changes within thirty (30) calendar days following initiation of discussions, then Company at its option may: (a) remove the Impacted Project(s) from the Clean Capacity Project Portfolio or Renewable Portfolio, as applicable, in accordance with Section 5.2, and/or replace the Impacted Project(s) in accordance with Section 3.1.8 or Section 4.1.6, as applicable, (b) elect to keep the Impacted Project(s) in the Clean Capacity Project Portfolio or Renewable Portfolio, as applicable, or (c) terminate this Agreement via Notice to Customer within thirty (30) calendar days following the conclusion of such discussion period. If Company elects to keep the Impacted Project(s) in the Clean Capacity Project Portfolio or Renewable Portfolio, as applicable, and does not elect to terminate this Agreement in accordance with this Section 6.5, then Company will be solely responsible for all net Relief Event Costs in excess of the Relief Event Cost Cap attributable to such Impacted Project(s).





6.6.    Changes in Law Rendering Performance Illegal. In the event of a Change in Law at any time during the Term which renders the performance of this Agreement by either or both Parties illegal or all or a material portion of this Agreement unenforceable, this Agreement shall be automatically terminated effective upon Notice from a Party to the other Party.
7.    Zonal Resource Credits
7.1.    Sale, Receipt and Delivery of Zonal Resource Credits. Customer shall deliver to Company, and Company shall receive for each Seasonal Accreditation Period of the ZRC Delivery Term the ZRC Product. For each applicable Seasonal Accreditation Period of the ZRC Delivery Term, Customer shall deliver the ZRC Product to Company by submitting the appropriate transaction(s) in the ZRC Tracking System to electronically assign such ZRC Product to Company. Customer must submit all such transactions into the MISO Module E-1 Capacity Tracking Tool at least ten (10) Business Days prior to the applicable MISO FRAP Submission Deadline for each contracted “Planning Year” (as such term is defined in the MISO Tariff) of the ZRC Delivery Term. Company shall confirm receipt of the ZRC Product by confirming the appropriate transaction(s) submitted by Customer in the MECT no later than five (5) Business Days after delivery. Each Customer submission and Company confirmation described in this Section 7.1 shall be conducted in accordance with the requirements set forth in the MISO Tariff and/or any other applicable rules adopted by MISO regarding the MECT.
7.2. [* * *]
7.3. [* * *]
7.4.    Title and Risk of Loss. Title to, and risk of loss with respect to, any ZRC Product that Company purchases from Customer under this Agreement shall transfer to Company upon Company’s receipt of ZRC Product in the ZRC Tracking System.
7.5.    Representations and Warranties of Customer. Customer hereby represents and warrants to Company on each such date that Customer assigns ZRC Product to Company in the ZRC Tracking System that:
(1) Customer has good and marketable title to the ZRC Product;
(2) Customer has the right to deliver such ZRC Product to Company;
(3) Customer has not, and will not, sell or otherwise transfer the ZRC Product to any other party;
(4) such ZRC Product complies with the requirements of, and is qualified under, the ZRC Tracking System as it exists on each such date that Customer initiates assignment of such ZRC Product; and
(5) Customer will transfer to Company all right, title to and interest in such ZRC Product, free and clear of any liens, security interests, claims or other encumbrances or title defects.






8.    Invoicing and Payment; Taxes
8.1.    Invoicing. Except as set forth in this Agreement, Company shall bill Customer in accordance with the provision of Company’s Rate Book. Customer shall pay all amounts owed in full on or before the due date and shall pay each invoice within thirty (30) calendar days of receipt of each invoice in the form substantially included in Exhibit D to this Agreement. For any payments to Company made after an applicable due date, Customer shall pay Company late fees in accordance with Section C4.8 of Company’s Rate Book. Any Disputes regarding an invoice or related events may be raised by Notice to Company within six (6) months of the date of receipt of the disputed invoice only after Customer has paid the invoiced amount in full, and Customer shall not withhold or delay payment pending resolution of any Dispute. If Customer does not provide Notice of such Dispute within six (6) months of the date of the applicable invoice, Customer waives any claims related to that invoice.
8.2.    Netting of Payments. Notwithstanding any other provision in this Agreement or any other agreement between the Parties, if at any time Customer is required to make payments to Company under this Agreement and any Related Agreement, then on each payment date, the payment obligations of Customer shall be netted against any payment obligations of Company under such Related Agreement.
8.3.    [Reserved].
8.4.    Settlements. Company shall include with each invoice delivered to Customer, information sufficient to demonstrate, for each Clean Capacity Project and Renewable Energy Project in the Clean Capacity Project Portfolio and Renewable Portfolio, as applicable, the actual MISO settlement statements received by Company during the billing period. Company will retain the Clean Capacity Market Revenues, Renewable Capacity Market Revenues and Renewable Generation Market Revenues, as applicable, for each of the Clean Capacity Projects and Renewable Energy Projects in the Clean Capacity Project Portfolio and Renewable Portfolio, respectively, as applicable.
9.    Customer Default
9.1.    Customer shall be in default under this Agreement upon the occurrence of any of the following events (each, an “Customer Event of Default”):
9.1.1.    Customer fails to pay when due any amount required to be paid under this Agreement only if that amount is not cured within five (5) Business Days after receipt of Notices thereof from the other Party;
9.1.2.    Customer breaches any material term of this Agreement (not otherwise a payment default) that is not cured within thirty (30) calendar days after receipt of Notice thereof from Company (or for breaches for which Customer has notified Company cannot be cured within thirty (30) calendar days despite its use of reasonable efforts but can be cured within sixty (60) calendar days, and such default has not been so cured by the extended sixty (60) calendar day deadline);





9.1.3.    Customer Bankruptcy;
9.1.4.    Customer fails to maintain the collateral requirements in Section 11 or fails to comply with its obligations under Section 11 and such failure is not cured within ten (10) Business Days after receipt of Notice thereof from Company; or
9.1.5.    Customer defaults in its performance or payment obligations under any Related Agreement (and such default is not cured within any applicable grace period), Company terminates any Related Agreement for any reason or Customer terminates any Related Agreement due to any reason (other than a default by Company).
9.2.    Termination. Company may terminate this Agreement upon five (5) Business Days prior Notice if any such Customer Event of Default is not cured, with regard to Sections 9.1.1, 9.1.2, 9.1.4, and 9.1.5 above, within the time period stated. This Agreement shall automatically terminate upon the occurrence of a Customer Event of Default with respect to Section 9.1.3. Notwithstanding anything else in this Agreement, the Customer Parent Guaranty, or any other agreement among the Parties, no notice of default or demand is required of any entity that is subject to a Bankruptcy or any other stay, injunction, or moratorium against payment demands, and any requirement to provide such notice of default or demand is excused, waived, and deemed satisfied.
9.3.    Termination Payment. If Company elects to terminate this Agreement in accordance with this Section 9, or this Agreement is terminated in accordance with Section 6.5, then: (i) Customer shall pay to Company within thirty (30) calendar days of receipt of such Notice, as damages and not a penalty, an amount equal to the sum of (a) the sum of the applicable “Clean Capacity Project Billing Period Charge” as set forth in the Clean Capacity Project Portfolio Matrix for each Clean Capacity Project in the Clean Capacity Project Portfolio for the remaining months in the Term, and (b) the sum of the applicable “Renewable Energy Project Billing Period Charge” as set forth in the Renewable Portfolio Matrix for each Renewable Energy Project in the Renewable Portfolio for the remaining months in the Term (the sum of subclauses (a) and (b), the “Termination Payment”), and (ii) provided that Company has received full payment of the Termination Payment from Customer, Customer shall be entitled to reimbursement on a monthly basis of: (w) the applicable Clean Capacity Credits, plus (x) the applicable Renewable Capacity Credits, plus (y) the applicable Renewable Generation Credits, minus (z) the Administrative Fee for such billing period actually received by Company during the period to which the Termination Payment applies (collectively, the “Customer Credit Payments”).
9.4.    Potential Customer Credits Settlement. Notwithstanding Section 9.3(ii), Company shall notify Customer, and the Parties will meet and confer to negotiate a possible reduction in the Termination Payment in lieu of Company having to the pay the Customer Credit Payments. Nothing in this Section 9.4 shall require the Parties to reach an agreement. If the Parties are not able to agree on the amount of such reduction within thirty (30) days following Company’s Notice, then Customer shall pay the applicable Termination Payment and, if applicable, Company shall pay the Customer Credit Payments, in each case, in accordance with the terms of Section 9.3. The Notice obligation and meet and confer process set forth in this Section 9.4 shall not be applicable in the event Customer is subject to a





Bankruptcy or any other stay, injunction, or moratorium against payment demands, and any requirement to provide such Notice and/or negotiate a Termination Payment discount is excused, waived, and deemed satisfied.
10.    Company Default
10.1.    Company shall be in default under this Agreement upon the occurrence of any of the following events (each an “Company Event of Default”):
10.1.1.    Company breaches any material term of this Agreement (not otherwise a payment default) that is not cured within thirty (30) calendar days after receipt of Notice thereof from Customer (or such longer period of time as is reasonable under the circumstance to cure such default as long as Company commenced actions to cure such default within such thirty (30) calendar day period and is diligently proceeding to cure the same thereafter);
10.1.2.    Company Bankruptcy; or
10.1.3.    Company fails to return Customer Credit Support in accordance with Section 11 and such failure is not cured within ten (10) Business Days after receipt of Notice from Customer.
10.2.    Termination. Customer may terminate this Agreement upon five (5) Business Days prior Notice if any such Company Event of Default is not cured within the applicable cure periods, with regard to Sections 10.1.1 or 10.1.3 above, within the time period stated. This Agreement shall automatically terminate upon the occurrence of a Company Event of Default with respect to Section 10.1.2.
11.    Customer Collateral Requirements.
[* * *]
12.    Confidentiality
12.1.    For the purpose of this Agreement, a party disclosing Confidential Information shall be referred to as the “Disclosing Party” and a party receiving Confidential Information shall be referred to as the “Recipient”. “Confidential Information” includes any and all information hereafter disclosed by or at the direction of the Disclosing Party to Recipient that is designated in writing as confidential or a reasonable party would consider to be of a confidential nature including but not limited to this Agreement and any Related Agreement; provided, however, Confidential Information does not include (i) information that, at the time of disclosure or thereafter, was generally available to and known by the public, other than as a result of a disclosure by Recipient in violation of this Section 12; (ii) information that, at the time of disclosure or thereafter was available to Recipient or its Representatives (as defined below) from a source not known by Recipient





to be bound by a duty of confidentiality to the Disclosing Party with respect to such information; (iii) information that, prior to disclosure by or at the direction of the Disclosing Party, was known to Recipient or its Representatives; or (iv) information that is independently developed by Recipient or its Representatives by persons without reliance on the Confidential Information and without violating the obligations hereunder.
12.2.    Confidential Information is and shall, at all times, remain the property of the Disclosing Party. Recipient may disclose Confidential Information to any of its officers, directors, employees, advisors, shareholders, members, managers, attorneys or agents (collectively, “Representatives”). The Recipient shall advise such persons of the existence of this Agreement, of the confidential nature of the information and of the Recipient’s obligations regarding the same under this Agreement. Recipient shall be responsible for any breach of this Agreement by such Representatives.
12.3.    In the event that Recipient is requested or required under compulsion of legal process to disclose such Confidential Information, Recipient shall not, unless required by Law, disclose the information until the Disclosing Party has first (i) received prompt Notice of such request or requirements to disclose and (ii) had an adequate opportunity to obtain a protective order or other reliable assurance that confidential treatment shall be accorded to the Confidential Information.
12.4.    To the extent Confidential Information, including this Agreement, must be filed with the Commission or other applicable regulatory governmental agency, Company shall notify Customer in advance of such disclosures (or if advance notification is not practicable, as promptly as reasonably practicable after such disclosure), and, before a filing is required to be made, collaborate with Customer to identify redactions that will, to the greatest extent possible under the circumstances, limit the amount of Confidential Information that is publicly disclosed.
13.    Limitation of Liability
13.1.    Limitation of Liability for Delays. To the fullest extent permitted by Law, Company shall not be liable for any damages, penalties, liquidated damages, or claims arising from delays, disruptions or failures to perform caused by any Relief Event or Customer Caused Event as set forth in Section 6. In the event of a delay caused by a Relief Event, Customer’s sole remedy shall be an extension of time to meet the Customer Committed Capacity Ramp.
13.2.    Consequential Damages. Neither Party shall be liable under this Agreement or under any cause of action related to the subject matter of this Agreement, whether in contract, warranty, tort including negligence, strict liability, professional liability, product liability, contribution, or any other cause of action for special, exemplary, punitive, indirect, incidental or consequential losses or damages, including loss of profit, loss of use, loss of opportunity, loss of revenues, or loss of good will; provided, however, that the foregoing shall not apply to any Party’s obligations to indemnify, defend and hold harmless any Indemnified Party (defined below) for claims and liabilities in respect of claims by third persons that are indemnified by such Party hereunder.





14.    Assignment
14.1.    Without the prior written consent of the non-assigning Party (such consent not to be unreasonably withheld, delayed or denied), neither Party may assign or transfer this Agreement or its rights and obligations under this Agreement, and any such assignment or transfer without such consent is void. Notwithstanding the foregoing, a Party may make the following assignments without the prior written consent of the other Party, but shall provide Notice to the other Party thirty (30) calendar days prior to such assignment:
14.1.1.    Customer may assign this Agreement (i) to an Affiliate of Customer, so long as Notice of such assignment is provided to Company at least thirty (30) days prior to such assignment and such assignee remains in compliance with the obligations of Customer under Section 11, or (ii) to any Creditworthy Assignee, provided, that replacement Customer Credit Support has been provided by such Creditworthy Assignee pursuant to the requirements of Section 11; provided, however, that until the seventh (7th) anniversary of the Load Ramp Completion Date (as such term is defined in the PSA), if the sum of cash and cash equivalents reflected on the balance sheet of a proposed assignee (whether an Affiliate or a Creditworthy Assignee), as set forth in such proposed assignee’s most recent audited financial statements prepared in accordance with generally accepted accounting principles, in an aggregate amount is less than three times (3x) the greater of (a) a “Termination Payment” calculated in accordance with Section 7.3 of the PSA, and (b) a Termination Payment calculated in accordance with Section 9.3 of this Agreement, each (a) and (b), as calculated as of the effective date of the proposed assignment, then Customer shall obtain Company’s prior written consent to such assignment. Any assignee of Customer permitted pursuant to this Section 14.1.1 shall enter into an assignment and assumption agreement in a form reasonably acceptable to Company by which such assignee expressly assumes all of the assignor’s obligations under this Agreement. Customer may also assign this Agreement as collateral security to a Financing Party providing Customer’s long-term financing for the construction and/or operation of the Facility; provided that such assignment does not materially or adversely affect any of Company’s rights or obligations under this Agreement.
14.1.2.    Company may without consent of Customer assign this Agreement to: (a) a legally authorized governmental or quasi-governmental agency charged with providing retail electric service in Michigan; (b) to any successor to Company that is a public utility regulated as to rates and service by the Commission pursuant to applicable Law; (c) as otherwise required by Law or by operation of Law; or (d) to an Affiliate of Company that is reasonably expected by the Parties to be capable of performing Company’s obligations under this Agreement. Customer agrees that such assignment and delegation shall operate to release Company from all (or such portion of) its responsibilities under this Agreement, except as may have accrued up to the effective date of such assignment. Upon an assignment consistent with this Section 14.1.2, the assignor shall be relieved of any and all liabilities and obligations under this Agreement.
14.2.    This Agreement may not be assigned to a Sanctioned Person. Neither Party may suffer a change of ownership or control, whether direct or indirect, voluntary or by operation of Law, such that a Party becomes a Sanctioned Person.





15.    Dispute Resolution; Governing Law; Venue
15.1.    Dispute Resolution. In the event a controversy, claim or dispute arises between the Parties regarding the application or interpretation of any provision of this Agreement or the breach, termination or validity thereof (each, a “Dispute”), the Party alleging the Dispute shall provide Notice to the other Party of the Dispute. If the Parties shall have failed to resolve the Dispute within thirty (30) calendar days after delivery of such Notice, each Party shall, within ten (10) Business Days after receipt of a written demand from the other Party to do so, direct a senior executive (Vice President level or above) to confer in good faith with a senior executive of the other Party to resolve the Dispute. Should the Parties be unable to resolve the Dispute to their mutual satisfaction within twenty (20) Business Days after the initial meeting of the senior executives, each Party shall have the right to pursue its rights under Law or in equity.
15.2.    Venue. Any controversy or claim outside the jurisdiction of the Commission or FERC shall be settled or appealed, as applicable, in the federal courts located in the Eastern District of Michigan, and only to the extent that federal jurisdiction cannot be established for such controversy or claim, the state courts located in the Eastern District of Michigan, and each Party hereby submits itself to the exclusive jurisdiction of such courts.
15.3.    Governing Law. This Agreement and all Disputes arising between the Parties under this Agreement shall be governed exclusively by the Laws of the State of Michigan, without reference to its choice of Law rules, except as to any matters subject to federal Law and the exclusive jurisdiction of FERC.
16.    Indemnification
16.1.    Notwithstanding any other provision of this Agreement and to the fullest extent permitted by Law, each Party agrees to protect, defend, indemnify and hold the other Party, including its directors, officers, employees, attorneys-in-fact, agents and affiliated companies (“Indemnified Parties”), free and harmless from and against (a) any and all loss, damage, and liability to third-parties for property damage, and (b) any and all third-party claims for damages on account of or by reason of bodily injury, including death, which may be sustained or claimed to be sustained by any person, each (a) and (b) to the extent arising in connection with this Agreement and due to the gross negligence or willful misconduct of the indemnifying Party or its agents, employees or subcontractors.
16.2.    To the extent permitted by Law, Company and Customer waive the benefit for themselves and all subcontractors, insofar as the indemnification of the other is concerned, of the provisions of any applicable Workers' Compensation Law limiting the tort or other liability of any employer on account of injuries to the employer's employees.
16.3.    Notwithstanding the foregoing, the indemnified Party shall be entitled, at its own cost, if it so elects, to representation by attorneys of its own selection, including attorneys employed by it.





16.4.    The indemnified Party shall be the sole judge of the acceptability of any compromise or settlement of any claims or actions and no such compromise or settlement shall be made by the indemnifying Party without the indemnified Party’s prior written consent, which shall not be unreasonably withheld; provided, that such consent shall not be required if (x) the settlement agreement contains a complete and unconditional release of the Indemnified Parties, (y) the settlement agreement obligates the indemnifying Party to pay the full amount of any claims attributable to the Indemnified Parties concurrently with the settlement, and (z) the settlement agreement does not contain any direct or indirect requirements upon or provisions for the Indemnified Parties, directly or indirectly encumber any of the assets of the Indemnified Parties, require any admission of liability by the Indemnified Parties or involve criminal liability.
16.5.    The obligation of each Party to indemnify the other hereunder shall survive the termination or cancellation of this Agreement.
17.    Miscellaneous
17.1.    Administrative Fee. Company shall include as a separate line item on Customer’s monthly bill the Administrative Fee to cover the administrative services performed by Company in connection with this Agreement. The Administrative Fee shall be fixed during the Term.
17.2.    Notice. Any notice, consent, approval or other communication under this Agreement (each a “Notice”) shall be in writing (which shall include electronic mail) and shall be personally delivered or sent by a courier or transmitted by electronic mail to a Party as follows or to such other address as the Party may substitute by Notice in accordance with this Section 17.2 after the date of this Agreement:
If to Company:
DTE Electric Company
[* * *]

If to Customer:
[* * *]

17.3.    To the extent there is any conflict or inconsistencies between Company’s Rate Book, this Agreement, the PSA, and/or the Rate Schedule, any conflict or inconsistency shall be resolved in the following order of precedence: (i) the PSA, (ii) this Agreement, (iii) Company’s Rate Book, and (iv) the Rate Schedule





17.4.    During the Term, Company shall use commercially reasonable efforts or, to the extent applicable, use commercially reasonable efforts to cause Project Parties, to operate and maintain the Clean Capacity Project(s) and Renewable Energy Project(s) in accordance with Prudent Industry Practice.
17.5.    The terms and provisions of this Agreement shall not be modified or waived except by the execution by the Parties of a written amendment to this Agreement. The waiver by a Party of a breach or violation of any provision of this Agreement will not operate as or be construed to be a waiver of any subsequent breach or violation thereof.
17.6.    Each term and condition of this Agreement is deemed to have independent effect and the invalidity of any partial or whole paragraph or article shall not invalidate the remaining paragraphs or articles. The obligation to perform all of the terms and conditions shall remain in effect regardless of the performance of any invalid term by the other Party. Any entity that succeeds by purchase, merger, consolidation or other transfer to the properties of Company or Customer either substantially or as an entirety, shall be entitled to the rights and will be subject to the obligations of its predecessor in interest under this Agreement. Except as provided in Section 14 above, neither Customer nor Company may assign this Agreement, or any of its rights or obligations under this Agreement, without the prior written consent of the other Party.
17.7.    This Agreement shall not create any rights in third parties, and no provision of this Agreement will be construed as creating any obligations for the benefit of, or rights in favor of, any person or entity other than the Parties.
17.8.    The execution of this Agreement shall not create, nor shall this Agreement be construed as creating any partnership, joint venture or agency relationship between the Parties hereto.
17.9.    This Agreement shall be binding on the Parties hereto and on their respective successors, heirs and permitted assigns.
17.10.    This Agreement and the Related Agreements, together with Company’s Rate Book, as may be amended from time to time, reflect the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings among the Parties with respect to the subject matter hereof.
17.11.    All headings and captions contained in this Agreement are for convenience of reference only and shall not, in any way, affect the meaning of any provision hereof. No provision of this Agreement shall be interpreted more or less favorably towards either Party because its counsel drafted all or a portion hereof. The recitals set forth in this Agreement are an integral part hereof and shall have the same contractual significance as any other language contained in this Agreement. Unless otherwise defined herein, any capitalized terms in this Agreement shall have the meaning set forth in Company’s Rate Book or the applicable Related Agreement, as the context may require.





17.12.    This Agreement may be executed by pdf signatures or electronically, or in multiple counterparts, each of which will be deemed an original and all of which will constitute one and the same instrument.
17.13.    Company acknowledges to Customer that the retirement of Units 3 and 4 of Company's Monroe Power Plant will proceed as currently planned absent any intervening law, statute, ordinance, regulation, rule, decree, ruling, order or other legal requirement of any Governmental Authority extending its operations. Company also acknowledges that the retirement of Units 1 and 2 of Company’s Monroe Power Plant will proceed as currently planned absent such units remaining operational to address a resource adequacy shortfall or an intervening law, statute, ordinance, regulation, rule, decree, ruling, order or other legal requirement of any Governmental Authority extending its operations. Under no circumstance shall any extension of Monroe Power Plant be considered as a Clean Capacity Project under this Agreement.
17.14.    Any provision of this Agreement that contemplates performance or observance subsequent to termination or expiration of this Agreement, or that is necessary to give effect to rights or obligations arising prior to such termination or expiration, shall survive and continue in full force and effect.
IN WITNESS WHEREOF the Parties have executed this Agreement as of the date and year first written above.
[* * *]

DTE Electric Company
[* * *]






Schedule 1
Required Amount Schedule
[* * *]



Exhibit A
Applicable Definitions

4-Hour Cost Cap” has the meaning set forth in Section 3.2.2 of this Agreement.
4-Hour Energy Storage Project” means a utility-scale battery or other energy storage system engineered to discharge electricity continuously for a duration of four (4) hours at its full rated power capacity.
Act means the Clean and Renewable Energy and Energy Waste Reduction Act, 2008 PA 295, as amended, MCL 460.1001 et seq., and the regulations promulgated thereunder.
Adjusted Capacity Credit Rate” means, for any billing period, the “Capacity Demand Charge” (in $ per kw of on-peak billing demand) set forth in Customer’s applicable Rate Schedule in effect as of such billing period, divided by the quantity of one plus the applicable MISO Planning Reserve Margin for the relevant billing period.
Administrative Fee means, for each billing period, the sum of: (a) the product [* * *] per kW-month, multiplied by the Installed Capacity of the Clean Capacity Project Portfolio, and (b) the product of [* * *] per MWh multiplied by the total energy (in MWh) generated by all Renewable Energy Projects in the Renewable Portfolio.
Affiliate” means with regard to a Party, any person that directly or indirectly: (a) controls that Party; (b) is controlled by that Party; or (c) is under common control with that Party; where for each of (a), (b), and (c), “control” is defined as possession of the power to direct or cause the direction of the management and policies of a legally recognizable entity, through direct or indirect majority ownership or minimum percentage ownership that would grant the party a controlling interest in such entity.
Agreement” has the meaning set forth in the preamble to this Agreement.
Bankruptcy” means that (i) an entity shall voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (A) relief in respect of an entity, or of a substantial part of its property or assets, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (B) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such entity or for a substantial part of its property or assets or (C) the winding-up or liquidation of an entity; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of



the foregoing shall be entered; (iii) an entity shall consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in the foregoing clause (ii), (iv) an entity shall apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for itself or for a substantial part of its property or assets, (v) an entity shall file an answer admitting the material allegations of a petition filed against it in any such proceeding, (vi) an entity shall make a general assignment for the benefit of creditors, (vii) an entity shall become unable, admit in writing its inability or fail generally to pay its debts as they become due or (viii) an entity shall take any action for the purpose of effecting any of the foregoing.
Business Days” means any day other than Saturday, Sunday, any Federal Reserve Bank holiday, or other day that is a holiday observed by Company.
CCP Recovery Amount” has the meaning set forth in Section 3.1.7 of this Agreement.
Change in Law” means the adoption, enactment or other effectuation, or any change in the judicial, regulatory or administrative application or interpretation, or any amendment, repeal or other modification, by any Governmental Authority of any Law that adversely affects either Party’s (or any Project Party’s) performance under this Agreement or any Project Party’s performance under any Clean Capacity Project Agreement and/or Renewable Energy Project Agreement, as applicable (including any Executive Order or similar directive from a state executive branch or the federal Executive Branch that changes the interpretation of any of the foregoing), in each case, after the Contract Date; provided, however, in the case of any new Law, order or any other legally binding requirement or directive or change to any existing Law, order or other legally binding requirement applicable to either Party’s performance of its obligations under this Agreement or to a Project Party’s performance of its obligations under a Clean Capacity Project Agreement or Renewable Energy Project Agreement, as applicable, in either case that is enacted prior to the Contract Date, but for which the effectiveness thereof occurs after the Contract Date, shall not constitute a Change in Law hereunder.
Clean” means electric energy or capacity produced from 4-Hour Energy Storage Projects or Long Duration Energy Storage Projects selected by Company, or other generation facilities of a type agreed by the Parties in writing.
“Clean Capacity Credits” means:
(1)    for each Clean Capacity Project in the Clean Capacity Project Portfolio and for the relevant billing period: (a) the number of Zonal Resource Credits assigned to the Clean Capacity Project in the MISO Planning Resource Auction for Zone 7, multiplied by (b) the sum of: (i) (x) the Adjusted Capacity Credit Rate, multiplied by (y) the ratio of the monthly on-peak billing demand, divided by (z) the Customer Committed Capacity Ramp (as set forth in Exhibit B-1 of the PSA), and (ii) (x) the MISO Net Cost of New Entry applicable to Zone 7, multiplied by (y) one (1), minus (z) the ratio of the monthly on-peak billing demand divided by the Customer Committed Capacity Ramp; plus



(2)    for the ZRC Product delivered to Company pursuant to Section 7, the number of Zonal Resource Credits assigned to such ZRC Product, multiplied by (b) the sum of: (i) (x) the Adjusted Capacity Credit Rate, multiplied by (y) the ratio of the monthly on-peak billing demand, divided by (z) the Customer Committed Capacity Ramp (as set forth in Exhibit B-1 of the PSA), and (ii) (x) the MISO Net Cost of New Entry applicable to Zone 7, multiplied by (y) one (1), minus (z) the ratio of the monthly on-peak billing demand divided by the Customer Committed Capacity Ramp.
The Clean Capacity Credits may not exceed the sum of the Clean Capacity Market Revenues for the relevant billing period. In the case where the Clean Capacity Credits exceed the total Clean Capacity Market Revenues received by Company from MISO in connection with any applicable Clean Capacity Projects and/or ZRC Product, the Clean Capacity Credits for such Clean Capacity Projects and/or ZRC Product shall be equal to the sum of the Clean Capacity Market Revenues received by Company from MISO in connection with such projects and/or ZRC Product.
“Clean Capacity Market Revenues” means, for each (1) Clean Capacity Project in the Clean Capacity Project Portfolio, and (2) each MW of ZRC Product delivered to Company in accordance with Section 7, all actual, incremental net revenue received by Company or its Affiliates from MISO as a result of the participation of such Clean Capacity Project or ZRC Product, as the case may be, in the MISO Planning Resource Auction as a “Self-Scheduled Resource”. For the avoidance of doubt, for any Clean Capacity Project that is co-located with a project that is not in the Clean Capacity Project Portfolio, the Clean Capacity Market Revenues shall be estimated by Company to equal the incremental net revenue collected by Company in excess of the revenue Company would have otherwise collected from such co-located project’s participation in the MISO Planning Resource Auction.
Clean Capacity Project” has the meaning set forth in Section 3.1.1 of this Agreement.
Clean Capacity Project Agreement” has the meaning set forth in Section 3.1.1 of this Agreement.
Clean Capacity Project Agreement Filing” has the meaning set forth in Section 3.1.4 of this Agreement.
Clean Capacity Project Billing Period Charge” has the meaning set forth in the Clean Capacity Project Portfolio Matrix.
Clean Capacity Project Portfolio” has the meaning set forth in Section 3.1.5 of this Agreement.
Clean Capacity Project Portfolio Matrix” has the meaning set forth in Section 3.1.5 of this Agreement.
Clean Capacity Project Portfolio Revenue Requirement” means, the sum of the Clean Capacity Project Revenue Requirement for each year for all Clean Capacity Projects that have achieved commercial operation and have not yet achieved the end of their Cost Recovery Period.



Clean Capacity Project Reconciliation” has the meaning set forth in Section 3.2.2 of this Agreement.
Clean Capacity Project Revenue Requirement” means, with respect to a Clean Capacity Project, the cost to Company (including Company’s Commission authorized rate of return, and any financial incentives authorized by MCL 460.1028) of developing, procuring, constructing, leasing, utilizing, and/or purchasing such project including reasonable contingencies and acquisition and transaction costs, as well as the cost of operating such project, over its projected Cost Recovery Period, each as reasonably determined by Company in a commercially reasonable manner. The Clean Capacity Project Revenue Requirement for Long Duration Energy Storage Projects shall also include augmentation costs.
Code” means the Internal Revenue Code of 1986, as amended.
Commercial Operation Date” means, with respect to any Clean Capacity Project or Renewable Energy Project, as applicable, the date by which such project achieves regular operation as an integrated whole, including delivery of the full electrical energy output of such project to and from such project’s point of interconnection with the MISO system, consistent with Prudent Industry Practices and in accordance with the other applicable terms and conditions of this Agreement; provided, however, that for any project procured or acquired by Company that achieved commercial operation prior to the date that Company obtained ownership of such project, the Commercial Operation Date for purposes of this Agreement shall be the date that Company obtained ownership of such project.
Commission” means the Michigan Public Service Commission.
Commission Approval Date” means the earlier of: (i) the date on which the Commission issues its initial approval of this Agreement, (ii) the date on which the Parties reach mutual agreement on an amendment to this Agreement and/or waive their respective rights to terminate this Agreement in accordance with Section 2.4.1 following the Commission’s failure to grant approval (conditional or unconditional) of this Agreement, and (iii) the date on which the Parties reach mutual agreement on an amendment to this Agreement and/or waive their respective rights to terminate this Agreement in accordance with Section 2.4.2 following the Commission’s conditional approval of this Agreement.
Company” means DTE Electric Company, a Michigan corporation.
Company Event of Default” has the meaning set forth in Section 10.1 of this Agreement.
Company’s Rate Book” means Company’s Rate Book for Electric Service. Company’s Rate Book as of the Contract Date can be found at https://www.michigan.gov/mpsc/-/media/Project/Websites/mpsc/consumer/rate-books/electric/dte/dtee1cur.pdf?rev=cf55d05b027a43fc9d4f762672e9aa9e&hash=D28CE34BD%20%2007DCDD7279069015BB8121A and may be updated, revised and/or modified as approved or agreed to by the Commission.
Conditions Precedent” has the meaning set forth in Section 2.1 of this Agreement.



Confidential Information” has the meaning set forth in Section 12.1 of this Agreement.
Contract Date” has the meaning set forth in the preamble to this Agreement.
Cost Recovery Period” means, for each Clean Capacity Project or Renewable Energy Project, as applicable, the Commission approved depreciable life of such project.
Credit Rating” means with respect to an entity on any date of determination: (1) the respective rating then assigned to its senior unsecured and unsubordinated long-term debt or deposit obligations (not supported by third party credit enhancement) by S&P or Moody’s, as applicable, or (2) if such entity does not have a rating for its unsecured, senior, long-term debt, then the corporate rating or issuer rating, as applicable, then assigned to such entity by S&P or Moody’s, as applicable.
[* * *]
Customer” has the meaning set forth in the preamble to this Agreement.
Customer Caused Event” means any demonstrable failures, delays or increased costs, in each case, in connection with Company’s performance of its obligations under this Agreement to the extent due to any failure, delay or non-performance by Customer that adversely impacts Company’s performance of its obligations under this Agreement, including, but not limited to, Customer’s failure to deliver ZRC Product to Company pursuant to Customer’s obligation in Section 7.
Customer Committed Capacity Ramp” has the meaning set forth in the PSA.
Customer Credit Payments” has the meaning set forth in Section 9.3 of this Agreement.
Customer Credit Support” means the credit support provided by Customer to Company in the form of a Customer Parent Guaranty or Letter of Credit (or combination thereof) to support all of Customer’s payment obligations due and owing under this Agreement, as required pursuant to Section 11.
Customer Event of Default” has the meaning set forth in Section 9.1 of this Agreement.
Customer LC Proceeds” has the meaning set forth in Section 11.2.1 of this Agreement.
Customer Parent Guarantor” has the meaning set forth in Section 11.1 of this Agreement.



Customer Parent Guaranty” has the meaning set forth in Section 11.1 of this Agreement.
Data Center Location” has the meaning set forth in paragraph A of the Recitals to this Agreement.
Demand Response Agreement” has the meaning set forth in paragraph A of the Recitals to this Agreement.
Disclosing Party” has the meaning set forth in Section 12.1 of this Agreement.
Dispute” has the meaning set forth in Section 15.1 of this Agreement.
Effective Date” has the meaning set forth in Section 2.2 of this Agreement.
Electric Service” has the meaning set forth in the PSA.
Energy” has the meaning ascribed to that term in the MISO Tariff.
Excusable Event” means any of the following events or circumstances: (i) supply chain disruptions and delays not attributable to the fault of Company; (ii) to the extent not within the reasonable control of Company or a result of Company’s failure to perform its obligations under this Agreement, delays or other impacts to Company’s or Customer’s ability to perform here under which arise from the actions or inactions of the Transmission Owner, MISO, Commission or any other regulatory body governing the generation or transmission of Electric Service or energy, or (iii) any delays otherwise excused pursuant to Company’s Rate Book, as amended, as applicable.
Expected Commercial Operation Date” means the date set forth the Clean Capacity Project Portfolio Matrix or Renewable Portfolio Matrix, as applicable, for each Clean Capacity Project or Renewable Energy Project, as applicable.
Facility” has the meaning set forth in paragraph A of the Recitals to this Agreement.
FERC” means the Federal Energy Regulatory Commission or its successor.
Financing Party” means any lender providing debt or equity financing to Company in connection with its use of the Facilities.
Force Majeure Event” means any event or circumstance, or combination of events or circumstances, arising after the Contract Date that wholly or partly prevents or delays a Party from performing any obligation under this Agreement or wholly or partly prevents or delays a Project Party from performing any obligation under a Clean Capacity Project Agreement or Renewable Energy Project Agreement, in either case, but only if and to the extent:



(a)    such event or circumstance, or combination of events or circumstances, is not within the reasonable control of the Party or Project Party, as applicable;
(b)    The Party or Project Party, as applicable, has used reasonably diligent efforts in taking precautions and measures to (i) avoid the effect of such event or circumstance, or combination of events or circumstances, on the Party or Project Party, as applicable, and (ii) mitigate the consequences thereof;
(c)    such event or circumstance, or combination of events or circumstances, does not result from the failure of the Party or Project Party, as applicable, to perform any of its obligations under this Agreement or the applicable Clean Capacity Project Agreement or Renewable Energy Project Agreement, as the case may be; and
(d)    such event or circumstance, or combination of events or circumstances, could not have been (i) reasonably anticipated or (ii) avoided by the exercise of reasonable diligence and care.
A “Force Majeure Event” shall include, without limitation, the following; provided, that such event, circumstance, or combination of events or circumstances, meets all of the requirements in clauses (a)-(d) of the immediately preceding sentence: expropriation; invasion; drought, landslide, tornado, hurricane, tsunami, flood, lightning, earthquake, and other acts of God; fire; explosion; plague, epidemic and/or pandemic; invasion, acts of terrorism, war (declared or undeclared), or other armed conflict; riot, revolution, insurrection, or similar civil disturbance or commotion; acts of the public enemy; perils of sea; blockade; port closure; sabotage or vandalism; except as set forth in the next sentence below, strikes and other labor disputes (including collective bargaining disputes and lockouts) involving a Party (or Project Party) and not directed exclusively at such Party (or Project Party); material physical damage caused by third parties; transportation accidents; delays in transportation (not attributable to the fault of Company or Project Party, as applicable, or resulting from another Force Majeure Event), including delays due to closure of roads or other transportation route by Governmental Authorities or otherwise due to a Force Majeure Event; embargoes; or other acts or omissions of a Governmental Authority (other than such acts or omissions in response to acts or omissions of the affected Party (or Project Party)), and a Force Majeure declared by a subcontractor to this Agreement that meets the requirements of clauses (a)-(d).
Governmental Authority” means any federal, state, local, municipal, or other governmental, regulatory, administrative, quasi-governmental, judicial, public or statutory instrumentality, court or governmental tribunal, agency, commission authority, body or entity, or any political subdivision thereof, including MISO or its successor, having legal jurisdiction over the matter or person in question.
Impacted Project” has the meaning set forth in Section 6.5 of this Agreement.
Incentive RECs” means incentive RECs granted under sections 39(2)(a)-(e), as applicable, of the Act.



Indicative Clean Capacity Portfolio” means the portfolio set forth in Exhibit F, or as otherwise revised by the Parties in accordance with Section 3.1.10 of this Agreement.
Indicative Renewable Portfolio” means the portfolio set forth in Exhibit F, or as otherwise revised by the Parties in accordance with this Agreement.
Initial Term” has the meaning set forth in the PSA.
Installed Capacity” means, for each Clean Capacity Project or Renewable Energy Project, the actual or expected nameplate capacity of such project expressed in MW as the rate at which such project can deliver electric energy to its point of interconnection with the MISO system, as set forth in the Clean Capacity Project Portfolio Matrix or Renewable Portfolio Matrix, as applicable, for such project.
Law” or “Laws” means all laws, treaties, ordinances, statutes, judgments, decrees, injunctions, writs, orders, rules, regulations, tariffs, interpretations, open-access transmission tariffs, and permits of any Governmental Authority having jurisdiction of the transmission of electricity, performance of the work, all and each document, instrument and agreement delivered hereunder or in connection herewith, health and safety, or the environmental condition of the locations of the Clean Capacity Projects and Renewable Energy Projects in the Clean Capacity Project Portfolio and Renewable Portfolio, as applicable, or Customer’s facilities.
Letter of Credit” means an irrevocable stand-by letter of credit, in a form agreed to by Company in writing, provided by Customer pursuant to Section 11 and issued by a Qualified Issuer.
Letter of Credit Default” means, with respect to a Letter of Credit, the occurrence of any of the following events: (a) the Qualified Issuer that has issued such Letter of Credit (i) becomes subject to any insolvency or Bankruptcy event, (ii) fails to comply with or perform its obligations under such Letter of Credit if such failure shall be continuing after notice thereof and the lapse of any applicable grace period or (iii) disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of such Letter of Credit; (b) such Letter of Credit ceases to be in full force and effect during the period required by this Agreement; or (c) the issuer of such Letter of Credit ceases to meet the qualifications of a Qualified Issuer.
Levelized Weighted Renewable Portfolio Cost” means the levelized weighted average cost of the Renewable Energy Projects in the Renewable Portfolio, which shall be determined by dividing the net present value of the Renewable Energy Project Revenue Requirement for all Renewable Energy Projects in the Renewable Portfolio by the net present value of the forecasted generation of each Renewable Energy Project in the Renewable Portfolio. For the purposes of calculating the Levelized Weighted Renewable Portfolio Cost, the Renewable Energy Project Revenue Requirement and the forecasted generation for each Renewable Energy Project in the Renewable Portfolio shall be calculated over a technical useful life of thirty-five (35) years and not over the cost recovery period of the Renewable Energy Project. For any Renewable Energy Project with less than thirty-five (35) years of technical useful life remaining, the Renewable Energy Project Revenue Requirement and forecasted generation



shall be calculated over the remaining useful life from such project's Commercial Operation Date. A sample calculation of the Levelized Weighted Renewable Portfolio Cost is illustrated in Exhibit G.
Line Extension Agreement” has the meaning set forth in paragraph A of the Recitals to this Agreement.
Long Duration Energy Storage Project” means a utility-scale battery system or other energy storage system engineered to discharge electricity continuously for a duration of at least eight (8) hours at its full rated power capacity.
Meet and Confer Request” has the meaning set forth in Section 2.4.2 of this Agreement.
MISO” means Midcontinent Independent System Operator, Inc.
“MISO Cost of New Entry” has the meaning ascribed to that term in the MISO Tariff.
MISO Day-Ahead Energy and Operating Reserve Market” has the meaning ascribed to that term in the MISO Tariff.
MISO FRAP Submission Deadline” means the date when Company must submit a Fixed Resource Adequacy Plan (“FRAP”) to MISO pursuant to MISO Tariff Section 69A.9(a).
MISO Module E-1 Capacity Tracking Tool” or “MECT” means the title tracking and registration tool administered by MISO pursuant to MISO Tariff Section 69A.2 to enable market participants and load serving entities to meet their resource adequacy obligations.
“MISO Net Cost of New Entry” has the meaning ascribed to that term in the MISO Tariff.
“MISO Planning Reserve Margin” has the meaning ascribed to that term in the MISO Tariff.
MISO Planning Resource Auction” has the meaning ascribed to the term “Planning Resource Auction” in the MISO Tariff and shall include any successor term and mechanism used by MISO to purchase and sell capacity.
MISO Real-Time Energy and Operating Reserve Market” has the meaning ascribed to that term in the MISO Tariff.
MISO Tariff” means the MISO Open Access Transmission, Energy and Operating Reserve Markets Tariff.
Notice” has the meaning set forth in Section 17.2 of this Agreement.



Parties” has the meaning set forth in the preamble to this Agreement.
Party” has the meaning set forth in the preamble to this Agreement.
Project Party” means, in connection with the development, construction, lease, utilization, purchase, ownership, operation or maintenance of a Clean Capacity Project or Renewable Energy Project, as applicable, Company or any counterparty to a Clean Capacity Project Agreement or Renewable Energy Project Agreement, as applicable or any of Company’s or such counterparty’s respective Affiliates, contractors, subcontractors or suppliers. For the avoidance of doubt Customer, (i) as counterparty to Company for the transfer of Zonal Resource Credits under this Agreement, and/or (ii) as counterparty to a Supplemental Agreement, in either case, shall be deemed a Project Party for purposes of this Agreement and any Related Agreement.
Prudent Industry Practice” means the practices, methods and acts engaged in or approved by regulated electric utilities in the United States, that, at a particular time, in the exercise of reasonable judgment in light of the facts known or that should reasonably have been known at the time a decision was made, would have been expected by a reasonably prudent business company of established reputation in the regulated electric utility industry to accomplish the desired result in a manner consistent with applicable Laws, regulations, codes, standards, equipment manufacturers’ recommendations, reliability, safety, environmental protection, economy and expedition. Prudent Industry Practice is a range of reasonable practices and does not necessarily mean the highest standard in the industry. For the avoidance of doubt, any practices, methods and/or acts approved by the Commission or as set forth in Company’s Rate Book shall be deemed “Prudent Industry Practice.”
PSA” has the meaning set forth in the Recitals to this Agreement.
Qualified Issuer” means a commercial bank or trust company organized under the Laws of the United States or a political subdivision thereof or validly existing in the country of its organization that is registered to do business in the United States and has a branch office located in the United States, with (A) a Credit Rating of at least (x) “A-” by S&P or (y) “A3” by Moody’s at any point in time and (B) a net worth of at least Ten Billion Dollars ($10,000,000,000) at the time of issuance of a Letter of Credit.
Qualified REC Tracking System” means the Midwest Renewable Energy Tracking System, and any other renewable energy tracking system agreed upon by the Parties.
Rate Schedule” means Schedule D11 and may be changed in accordance with Section 5.1 of the PSA.
REC Quantity” means for each calendar year during the Term, an amount (expressed in MWh) equal to the net electric energy generation from all Renewable Energy Projects in the Renewable Portfolio.
Recipient” has the meaning set forth in Section 12.1 of this Agreement.



Related Agreement” means (a) the PSA, (b) the Line Extension Agreement, (c) the Demand Response Agreement, and (d) any Supplemental Agreement.
Related Agreement Completion Date” means the latest date on which the Parties execute: (a) the PSA, (b) the Line Extension Agreement, and (c) the Demand Response Agreement.
Relief Event” means a Force Majeure Event, Change in Law or Excusable Event.
Relief Event Cost Cap” has the meaning set forth in Section 6.5.3 of this Agreement.
Relief Event Costs” has the meaning set forth in Section 6.5 of this Agreement.
Relief Event Notice” has the meaning set forth in Section 6.5 of this Agreement.
Renewable Capacity Credits” means, for each Renewable Energy Project in the Renewable Portfolio and for the relevant billing period: (a) the number of Zonal Resource Credits assigned to the Renewable Energy Project in the MISO Planning Resource Auction for the applicable Zone, multiplied by (b) the sum of: (i) (x) the Adjusted Capacity Credit Rate multiplied by (y) the ratio of the monthly on-peak billing demand, divided by (z) the Customer Committed Capacity Ramp (as set forth in Exhibit B-1 of the PSA) and (ii) (x) the MISO Net Cost of New Entry for the applicable Zone, multiplied by (y) one (1), minus (z) the ratio of the monthly on-peak billing demand divided by the Customer Committed Capacity Ramp. The sum of the Renewable Capacity Credits for each Renewable Energy Project in the Renewable Portfolio may not exceed the sum of the Renewable Capacity Market Revenues for the relevant billing period. In the case where the sum of Renewable Capacity Credits received by Company from MISO in connection with a Renewable Energy Project in the Renewable Portfolio exceeds the total Renewable Capacity Market Revenues received by Company from MISO in connection with such project, the sum of the Renewable Capacity Credits for such Renewable Energy Project shall be equal to the sum of the Renewable Capacity Market Revenues received by Company from MISO in connection with such project.
Renewable Capacity Market Revenues” means, for each Renewable Energy Project in the Renewable Portfolio, all actual, incremental net revenue received by Company or its Affiliates from MISO as a result of the participation of such Renewable Energy Project in the MISO Planning Resource Auction as a “Self-Scheduled Resource”. For the avoidance of doubt, for any Renewable Energy Project that is co-located with a project that is not in the Renewable Portfolio, the Renewable Capacity Market Revenues shall be estimated by Company to equal the incremental net revenue collected by Company in excess of the revenue Company would have otherwise collected from such co-located project’s participation in the MISO Planning Resource Auction.
Renewable Cost Target” has the meaning set forth in Section 4.1.10.1 of this Agreement.



Renewable Energy Credits” or “RECs” means a credit granted pursuant to Section 39 of the Act and transferrable to DTE pursuant to Section 41 of the Act that represents generated renewable energy. To the extent generated by any Renewable Energy Project, RECs will include Incentive RECs.
Renewable Energy Project” means a Company owned and operated utility-scale solar photovoltaic or wind energy project that complies with the requirements of the Act and qualifies for Renewable Energy Credits.
Renewable Energy Project Agreement” has the meaning set forth in Section 4.1.1 of this Agreement.
Renewable Energy Project Agreement Filing” has the meaning set forth in Section 4.1.2 of this Agreement.
Renewable Energy Project Billing Period Charge” has the meaning set forth in the Renewable Portfolio Matrix.
Renewable Energy Project Reconciliation” has the meaning set forth in Section 4.2.2 of this Agreement.
Renewable Energy Project Revenue Requirement” means, with respect to a Renewable Energy Project, the cost to Company (including Company’s Commission authorized rate of return, and any financial incentives authorized by MCL 460.1028) of developing, procuring, constructing, leasing, utilizing, and/or purchasing such project, including reasonable contingencies and acquisition and transaction costs, as well as the cost of operating such project over its projected Cost Recovery Period, each as reasonably determined by Company in a commercially reasonable manner.
Renewable Generation Credits” means, for each Renewable Energy Project in the Renewable Portfolio and for the relevant billing period, the product of: (i) the generation of the Renewable Energy Project, multiplied by (ii) the weighted average of the on and off peak values of the Power Supply, Non-Capacity Energy Charges as set forth in Customer’s applicable Rate Schedule in effect as of such billing period, calculated as follows: (A) the sum of: (1)(I) the on-peak “Energy Charge”, multiplied by (II) the number of on-peak hours in the applicable billing period, and (2)(I) the off-peak Energy Charge, multiplied by (II) the number of off-peak hours in the applicable billing period, divided by (B) the total number of hours in the applicable billing period. The sum of the Renewable Generation Credits for each Renewable Energy Project in the Renewable Portfolio may not exceed the sum of the Renewable Generation Market Revenues for the relevant billing period. In the case where the sum of Renewable Generation Credits for a Renewable Energy Project in the Renewable Portfolio exceeds the total Renewable Generation Market Revenues received by Company from MISO in connection with such project, the sum of the Renewable Generation Credits for such Renewable Energy Project shall be equal to the sum of the Renewable Generation Market Revenues.
“Renewable Generation Market Revenues” means all actual, incremental net revenues received by Company or its Affiliates from MISO as a result of the participation of each Renewable Energy Project in the Renewable Portfolio in the MISO Day-Ahead Energy and Operating Reserve Market and/or the MISO Real-Time Energy and Operating Reserve Market.



Renewable Portfolio” has the meaning set forth in Section 4.1.3 of this Agreement.
Renewable Portfolio Matrix” has the meaning set forth in Section 4.1.3 of this Agreement.
Renewable Portfolio RECs” has the meaning set forth in paragraph C of the Recitals to this Agreement.
Renewable Portfolio Revenue Requirement” means the sum of the Renewable Energy Project Revenue Requirement for each year for all Renewable Energy Projects that have achieved commercial operation and have not yet achieved the end of their Cost Recovery Period.
REP Recovery Amount” has the meaning set forth in Section 4.1.5 of this Agreement.
Replacement ZRC Price” means the higher of: (A) the sum of: (i) the “Zone 7 Auction Clearing Price” in dollars per MW-day (as determined by MISO) for the applicable Seasonal Accreditation Period plus (ii) the MISO Net Cost of New Entry applicable to Zone 7 in dollars per MW-day, and (B) (i) three (3) multiplied by (ii) the MISO Net Cost of New Entry applicable to Zone 7 in dollars per MW-day.
Representatives” has the meaning set forth in Section 12.2 of this Agreement.
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Sanctioned Country” means, at any time, a country or territory that is itself the target of comprehensive Sanctions (as of the date of this Agreement, Cuba, Iran, North Korea, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic).
Sanctioned Person” means (a) any person listed in any sanctions-related list of designated persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State, the United Nations Security Council, the European Union, any Member State of the European Union, or the United Kingdom; (b) any person operating, organized, or resident in a Sanctioned Country; (c) the government of a Sanctioned Country or the Government of Venezuela; or (d) any person 50% or more owned or, where relevant under applicable Sanctions, controlled by any such person or persons or acting for or on behalf of such person or persons.
Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union Member State or the United Kingdom.
Schedule D11” means Primary Supply Rate Schedule No. D11, as published in Company’s Rate Book and approved by the Commission as of the Contract Date, which is subject to change from time to time by order issued by the Commission.



Seasonal Accreditation Period” means a given Season, as such term is defined in MISO Tariff Section 1.S, in a Planning Year, as such term is defined in MISO Tariff Section 1.P.
Self-Scheduled Resource” has the meaning ascribed to that term in the MISO Tariff.
Settlement” has the meaning set forth in paragraph C of the Recitals to this Agreement.
Standard & Poor’s” or “S&P” means S&P Global Ratings or its successor.
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Supplemental Agreement” means any agreement entered into between the Parties following the Contract Date in connection with: (i) another Related Agreement, (ii) providing electric capacity and/or energy to Customer’s Facility or (iii) the construction of facilities to allow for provision of Electric Service to Customer.
Term” has the meaning set forth in Section 1 of this Agreement.
Termination Payment” has the meaning set forth in Section 9.3 of this Agreement.
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Transmission Owner” means ITC Holdings Corporation and its Affiliates.
Zonal Resource Credits” or “ZRCs” has the meaning ascribed to that term in the MISO Tariff.
ZRC Delivery Term” means the period that commences on June 1, 2028 and ends on May 31, 2033.
ZRC Product” means MISO Zone 7 Zonal Resource Credits in an amount equal to 300MW.
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ZRC Tracking System” means the MECT, or any successor system.



Exhibit B-1
Form of Clean Capacity Project Portfolio Matrix
Clean Capacity Project Detail (one for each project in Clean Capacity Project Portfolio):
Clean Capacity Project:
Installed Capacity (MW):
Expected Commercial Operation Date:
Cost Recovery Period:     
Clean Capacity Project Revenue Requirement:
Year
(a)
Number of Billing Periods
(b)
Clean Capacity Project Revenue Requirement ($)
(c) = (b)/(a)
Clean Capacity Project Billing Period Charge ($)
    
    
   

 Clean Capacity Project Portfolio Revenue Requirement
Total Clean Capacity Portfolio Installed Capacity (MW):
Clean Capacity Project Portfolio Revenue Requirement:




Year
(a)
Clean Capacity Project Portfolio Revenue Requirement ($)
  
  
 




Exhibit B-2
Form of Renewable Portfolio Matrix
Renewable Energy Project Detail (one for each project in Renewable Portfolio):
Renewable Energy Project:
Installed Capacity (MW):
Expected Commercial Operation Date:
Cost Recovery Period:         
Renewable Energy Project Revenue Requirement:
Year
(a)
Number of Billing Periods
(b)
Renewable Energy Project Revenue Requirement ($)
(c) = (b)/(a)
Renewable Energy Project Billing Period Charge ($)
    
    
   

 Renewable Portfolio Revenue Requirement
Total Renewable Portfolio Installed Capacity (MW):
Renewable Portfolio Revenue Requirement:



Year
(a)
Renewable Portfolio Revenue Requirement ($)
  
  
 



Exhibit C
Form of Customer Parent Guaranty
GUARANTY
[* * *]



Schedule 1
[* * *]




Exhibit D – Sample Invoices

[* * *]




Exhibit E – Sample Termination Payment Calculation

[* * *]




Exhibit F

Indicative Clean Capacity Portfolio
Resource TypeInstalled Capacity
(MW)
Cost Cap ($/kW-month)
4-Hour Energy Storage ProjectsUp to 425
[* * *]
Long Duration Energy Storage Projects Up to 55
[* * *]


Indicative Renewable Portfolio

Resource TypeMW Amount
Renewable Energy Projects Up to 1,600




Exhibit G

Levelized Weighted Renewable Portfolio Cost

[* * *]




Exhibit 31.1
FORM 10-Q CERTIFICATION
I, Joi Harris, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of DTE Energy Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


/S/ JOI HARRISDate:April 30, 2026
Joi Harris
President and Chief Executive Officer of DTE Energy Company
  
 



Exhibit 31.2
FORM 10-Q CERTIFICATION
I, David Ruud, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of DTE Energy Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


/S/ DAVID RUUDDate:April 30, 2026
David Ruud
Vice Chairman and Chief Financial Officer
of DTE Energy Company
  



Exhibit 31.3
FORM 10-Q CERTIFICATION
I, Joi Harris, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of DTE Electric Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


/S/ JOI HARRISDate:  April 30, 2026
Joi Harris
Chief Executive Officer of DTE Electric Company
 



Exhibit 31.4
FORM 10-Q CERTIFICATION
I, David Ruud, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of DTE Electric Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


/S/ DAVID RUUDDate:  April 30, 2026
David Ruud
Vice Chairman and Chief Financial Officer
of DTE Electric Company
 



Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of DTE Energy Company (the “Company”) for the quarter ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joi Harris, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:April 30, 2026/S/ JOI HARRIS
Joi Harris
President and Chief Executive Officer
of DTE Energy Company

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



Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of DTE Energy Company (the “Company”) for the quarter ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Ruud, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:April 30, 2026/S/ DAVID RUUD 
 David Ruud
Vice Chairman and Chief Financial Officer
of DTE Energy Company
 

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



Exhibit 32.3
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of DTE Electric Company (the “Company”) for the quarter ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joi Harris, certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:April 30, 2026/S/ JOI HARRIS 
 Joi Harris
Chief Executive Officer of DTE Electric Company
 

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



Exhibit 32.4
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of DTE Electric Company (the “Company”) for the quarter ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Ruud, certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:April 30, 2026/S/ DAVID RUUD 
 David Ruud
Vice Chairman and Chief Financial Officer
of DTE Electric Company
 

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