Ladies and gentlemen, thank you for standing by, and welcome to the DTE Energy Third Quarter Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speakers’ presentation, there will be a question-and-answer session. [Operator Instructions] Please be advised that today's conference is being recorded. [Operator Instructions] I would now like to hand the conference over to your speaker for today, Barbara Tuckfield, Director of Investor Relations. Please go ahead.

Thank you, and good morning, everyone. Before we get started, I would like to remind everyone to read the safe harbor statement on Page 2 of the presentation, including the reference to forward-looking statements. Our presentation also includes references to operating earnings, which is a non-GAAP financial measure. Please refer to the reconciliation of GAAP earnings to operating earnings provided in the appendix of today's presentation. With us this morning are Jerry Norcia, President and CEO, who will discuss the transaction we announced this morning that transitions DTE into a predominantly pure-play utility. We also have David Slater, President and COO of DTE Midstream and President and CEO-elect of the new Midstream Company, who will take you through the benefits of an independent midstream company. Bob Skaggs, a member of our Board of Directors and Executive Chairman-elect of the new Midstream Company will say a few words on the transaction. And finally, Dave Ruud, Senior Vice President and CFO will provide an update on the quarter, our increased 2020 earnings guidance and our 2021 early outlook. And now I'll turn it over to Jerry to start the call this morning.

Well, thanks, Barb, and good morning, everyone, and thanks for joining us today. I hope everyone is staying healthy and safe. So I'll start on Slide 4. This morning, DTE announced that our Board of Directors has authorized management to pursue a plan for the spin-off of Midstream from DTE Energy. On this call, we will discuss the spin-off and demonstrate how it will unlock significant shareholder value by positioning DTE as a predominantly pure-play utility with visible and superior growth and creating an independent well-positioned midstream company with excellent growth potential. Now we will provide you with an update on our 2020 results, which continue to be very strong, giving us confidence to increase operating EPS guidance for the year. This positions us to exceed original guidance for the 12th year in a row. I want to thank all the leaders and our 10,000 employees at DTE for creating this tremendous success and a year of great turmoil and uncertainty. We are firing on all cylinders, keeping our people safe and delivering for our customers, communities, and investors. It is truly remarkable and certainly a reflection of the grit and determination of the great people of DTE. A big thank you. We are also providing an early outlook for 2021 and announcing that our Board approved a 7% dividend increase for 2021, continuing our history of providing strong dividend growth. Now on to Slide 6 for an overview of the spin transaction. This decision to separate the two companies follows a thorough review with our Board to identify opportunities to optimize our portfolio and maximize shareholder value. And in the end, after the evaluation of various alternatives, we determined that a strategic spin of the midstream business was the best way to create value. We recognized that this decision…

Thanks, Jerry, and good morning, everyone. I know I've met most of you over the past few years and we've had many discussions on our midstream business. Let me just say that I'm excited about the opportunity this transaction provides. We have achieved solid growth for over a decade and establishing our business as an independent midstream company will really benefit shareholders by unlocking significant value. We will also continue our commitment to provide excellent service to our customers, develop growth opportunities and reaffirm our strong relationships with our partners. As you know, we have been expanding the midstream businesses for greenfield projects and strategic acquisitions to become the premier company we are today. This combination of success has enabled the creation of an independent gas-focused midstream company in the most prolific natural gas basins connected to key demand centers. The midstream company has an experienced leadership team that will continue to focus on organic growth and value creation from our well-positioned platforms. We have a strong long-term contracted asset portfolio with a diverse customer base, including electric and gas utilities, power generators, industrials, national marketers, and producers. This portfolio generates significant cash flow and it's well positioned to create value and growth for our shareholders. The new midstream company will enable better investor alignment and offer the only independent, mid-cap, gas-focused, C-Corp investment in the Marcellus, Utica and Haynesville basins. We will have a strong capital structure and attractive dividend policy associated with high-quality midstream companies. With initial balance sheet target of 4x debt-to-EBITDA and 2x dividend coverage ratio, our balance sheet will support the ability to make value accretive investments and pay a competitive dividend. And let's turn to Slide 16 and talk about midstream’s platforms. As many of you know, the midstream business is comprised of three…

Thanks, David. I'm grateful and honored to be working with you and the team. Also, thanks to everyone for joining us today. I'm glad to reconnect with the investment community. To say the least, we are very excited about this morning's announcement. As Jerry and David mentioned, this spin creates a compelling opportunity for both DTE Energy and the new midstream company to unlock their full potential, benefiting customers and employees of both companies and delivering immediate and long-term value for investors. As I said, I'm thrilled to be part of this new independent midstream company and excited to partner with David Slater and his great team. With that, I'll now turn it over to Dave Ruud, who will discuss DTE’s financial performance for the quarter.

Thanks, Bob, and good morning, everyone. In the third quarter, DTE delivered solid performances across all of our businesses. As you remember, at the end of the second quarter, we expected to be at the higher end of our earnings guidance at DTE Electric, GSP and Energy Trading. We have accomplished that and more so we are now raising our 2020 operating EPS guidance midpoint from $6.61 per share to $7 per share. We are confident in this increase based on the strong progress we are making on our economic response plan and the solid performance we are seeing this year in our utility businesses and in our non-utilities, which are continuing to perform ahead of plan. We've made great progress at our utilities, working with the Michigan Public Service Commission, continue supporting our customers. Earlier this year, DTE Electric received approval on a rate plan that would delay the effective date of our next rate case until 2022, which would keep rates steady during this challenging economic time for our customers. Yesterday, DTE Electric have filed an innovative one-time plan with the MPSC to refund our non-weather-related sales increases. This increase was a result of the unprecedented residential electricity usage patterns driven by the COVID-19 pandemic. If approved, the one-time accounting treatment will not impact customer rates, and it will position DTE Electric to further defer next rate case filing and keep customer rates steady even longer. In the third quarter, we also received approval for our amended renewable energy plan and we recently filed for the approval of additional voluntary renewables. At DTE Gas, we received MPSC approval for our rate case settlement in August. The rate increase of $110 million supports our capital investment plan and includes an ROE of 9.9%. And as Jerry mentioned, DTE Gas…

Thank you. [Operator Instructions] Our first question this morning comes from Shar Pourreza from Guggenheim Partners. Please go ahead.

Hey. Good morning, guys.

Good morning, Shar.

So congrats obviously on the quarter and the news coming out of GSP today. Couple of questions here. Can you first – can you comment on sort of that forward growth expectations post the spin of 5% to 7% consolidated versus the 7% to 8% electric, 9% for gas. Is that kind of explained by some dilution from equity issuances, especially in light of the higher CapEx outlook, or alternatively there's some dis-synergies means splitting the GSP segment that could put some near-term pressure, and just the 5% to 7% it's off the original guidance range. Can you just remind us how you're reiterating and replacing sort of midstream earnings? What’s the key driver there?

I’ll start Shar, and then I'll ask Dave Ruud to add. But the 5% to 7% EPS growth is off our 2020 base. And it's pretty consistent with our growth pattern that we've described to our investors over many years. And certainly, we always end up on the high end of that as we’ve seen this year and other years. But it's driven post-spin, it will be driven by our capital programs at both our utilities, which are quite robust and very visible. We see five plus years of really strong investment opportunities at our utilities. So that's fundamentally what's driving the 5% to 7% EPS growth for the company to spend. Dave Ruud, do you want to add to that?

Hi, Jerry and hi, Shar. I think you actually explained it very well. The difference between what you see at the utility for the 5% to 7% is due to some of the equity coming in, but we are very confident in the 5% to 7% growth going forward. Yes. Sorry, Jerry.

I was going to say, Shar, in addition to that, we're not seeing any incremental equity needs as part of the spin, so it'll be equity as we had forecasted prior.

Got it. And then any good synergies from the split?

Dave Ruud?

There will be some initial costs at the corporate that we will have to work through, but there's no long-term to synergies after the first year or two.

Okay. Perfect. And so when we're thinking about the spin, as you contemplated, the 4x debt-to-EBITDA sort of implies about $3 billion of debt attributed to GSP and the spin. How should we sort of think about post-spin leverage on the HoldCo? It seems like it could be a sizable amount of debt that remains or the credit metrics going to stay in tact, what's sort of been the feedback with the agencies and any sort of guidance on pro forma credit metrics for DTE NewCo that you can kind of guide to it today?

Dave?

Sure. Yes. We're committed to maintaining a strong balance sheet at DTE and committed to maintaining our ratings. We do expect that the separation will be credit enhancing for us. And so that's going to allow some flexibility for our metrics while still maintaining our solid investment grade rating. Our initial conversations with the agencies yesterday and those were positive. Yes, we'll be providing them more detail in the coming months. But you’re right, Shar the way it will work is that as we spin midstream and they developed their own capital structure at 4x debt-to-EBITDA that will require them raising debt, and appreciates it will come to DTE as planned. At DTE, we’ll use those proceeds to pay down our current debt in the same amount.

Okay, perfect. And then just lastly for me is given today's announcement. Curious, maybe Gerardo, to get your thoughts on sort of the remaining non-regulated businesses, really just P&I, is there sort of any value to having that segment now that majority of the non-reg is slated for a spin? Just curious on your thoughts here and on the remaining mix.

Shar, the way we're doing P&I is actually complimentary to our ESG agenda as we invest in RNG projects, and also, invest on behalf of some of our industrial customers to reduce their carbon footprint with cogeneration projects. So we view it as a small part of our business overall. It will be 90% utility, 10% non-utility, but complimentary.

Terrific. Congrats guys.

Thank you.

Our next question comes from Andrew Weisel from Scotiabank. Please go ahead.

Hey. Good morning, everyone. Congrats.

Good morning, Andrew. Thank you.

First question, I want to go about the long-term EPS guidance a little bit differently. So you're continuing to guide 5% to 7%. That's where you pointed in the past that you've consistently delivered better than that, more like 7% or 8%. Now it seems like a lot of that upside came from midstream. So looking forward, should we think about the actual EPS growth rate of 6%, or might there be some good old fashioned DTE conservatives still in that that could take it more towards the higher end?

Andrew, my sense is that you'll continue to see the DTE better of under promising and over delivering. So our 5% to 7% is the target, but, of course, we target the mid, but we've always done better than that because we have some contingencies built out for each year. And as I look at 2021, it's looking really strong and we're also starting to work on 2022 and that's looking really good. So I'm confident that you'll continue to see DTE’s better that you've seen in the past.

Terrific. That's great to hear. Next on dividends. You mentioned a lot of comments about peer average growth rates and payout ratios. Can you maybe put some numbers on that? I mean, we've all got our own comp sheets, but what do you consider to be a utility peer average dividend payout ratio or growth rate?

Dave Ruud, do you want to take that?

Sure. We’ll remain about where we are at payout ratio, which is right around in that 60% range, which is kind of consistent with the best pure-play peers and then on dividend growth, that's going to be consistent with our earnings growth going forward.

Okay. Great. Helpful. My last question is you've invested a ton of capital into midstream in recent years, including the Haynesville acquisition for over $3 billion about a year ago. My question is, how do you think about regulated utility M&A now that hasn't really been much of your focus historically, but might you see yourselves as being potentially acquisitive in the regulated world? And if so, what kind of targets might look the most appealing to you?

Andrew, we have a $17 billion utility capital plan right now, which is a very large organic capital program that will create tremendous value for our investors, for our utility investors. And I'll mention again that's $2 billion higher than our prior five-year plan. So I – we're going to remain highly focused on our organic growth opportunities. So we really have no thoughts or intentions at this point in time in terms of M&A.

Okay. And can you comment about the potential for a sale of the utility business if one were to, if you were to be approached given the new pure-play look?

We've got the great growth agenda and organic platform growth at our utilities and we're happy to pursue that.

Sounds good. Thank you very much, and congrats again.

Thanks Andrew.

Our next question comes from Julien Dumoulin-Smith from Bank of America. Please go ahead.

Hey. Good morning, team. Thank you for the time. And once again, – once more congratulations.

Good morning, Julien.

Hey, howdy. Perhaps just to follow-up a little bit more of the cleanup on the credit side, I think a lot of folks ask me here. Just to be extra clear about this, you said, I think – credit enhancing. Do you know what your new thoughts would be around a minimum FFO debt target specifically here? And you might've been indirectly asked this earlier, but just want to try to come back on that because you're at 18% now, should we think about this being closer to some of your peers, call it 15%?

Dave Ruud?

Yes, we're working through that and we're in discussions obviously with the agency. We do think it is credit enhancing. And so we do think we can have the opportunity to move our FFO debt down to something that's more in line with peers, but that's – yes, it could be defined as we work through the details here.

Got it. When do you think you'll provide an updated view, and maybe this is a leading question into the 5% to 7% as well? When do you think you'll be in a position to provide an updated view on the credit as well as how you're thinking about that baseline, moving off of your current base, right? When do you think you'll roll it forward once you close or more on a pro forma sort of 22 basis? And I asked this specifically because you obviously have the P&I segment, perhaps holding back that 5% to 7%, at least given the rest step downs coming up here.

Dave, do you want to take that?

.:

Got it. So do you think that wouldn't yet include the step down and the ref for the baseline, right? When do you think about it?

Well, our 2022 projections, when we put those forward and our 5% to 7% EPS growth rate, Julian does include the step-down areas and the replacement that we've been working on at P&I. So we will – our 5% to 7%...

Sure, absolutely. I only stress it because the earlier questions has been fixated on the discrepancy between your utility and your consolidate growth. So that's why I'm fixated on when you could potentially move beyond that big item there. Okay. Excellent. Well, thank you all very much. I think I'll leave it there.

Our next question comes from Michael Weinstein from Credit Suisse. Please go ahead.

Hi, guys. Good morning.

Good morning, Michael.

Could you just talk a little bit about why not sell the midstream business to another buyer like Berkshire Hathaway, similar to…

Go ahead, please.

Yes, via spin, that's the other question.

Yes. We examined a series of alternatives as we were looking to make this pivot through more of a pure-play utility model. And when we looked at all those alternatives, we found that the spin, and in our opinion, created the greatest amount of shareholder value for our investors going forward.

Are there any tax consequences? And also is the 4x debt-to-EBITDA level, is that low enough to compete with a sector that's – publicly traded midstream sector that's already kind of under stressed?

Well there are no tax consequences. This is designed to be a tax-free spin. And certainly, the debt level of the new midstream company will be very competitive and provide a tremendous flexibility to provide a strong dividends and strong dividend growth, as well as pursue their capital growth programs.

And on that dividend issue, just to follow-up on Shar’s questions. How would equity needs remain unchanged at DTE Energy after you've lost the cash flow from this business? I said it's credit enhancing, but I'm just wondering if that's – is that enough to not change any equity needs going forward?

Dave Ruud, do you want to take that?

The piece you mentioned there, the credit enhancing, those help support the additional or the lack of additional equity that we need. We still do have the equity converts that come in, in 2022, but we do see our equity plan doing very consistent with our previous plan.

Great. And one last question. When do you think you'll file the next electric rate case? That's coming up probably early next year.

We are looking at first quarter next year, but we're going to remain flexible on that and we're going to try to obviously delay as much as possible, but that's our baseline right now.

Okay. All right. Thank you very much.

Our next question comes from Angie Storozynski from Seaport Global. Please go ahead.

Hi. Thank you. I have actually just a couple of questions. The first, I remember the previous EEI Conference, you guys talked about how the affordability issue sort of impedes your ability to grow utility CapEx. Now you're showing us this very sizable growth on the electric side, and this potential increase on the gas side, so what's changed since last year?

Well, Angie, good question. The pandemic revealed some significant opportunities for us from a cost structure perspective at both our utilities. And as I mentioned in earlier calls, we had this $2 billion sitting on the sidelines looking to get in, but we needed to create affordability room, while we have in fact done that, and created affordability room. And the pandemic was very revealing as to what we could do, in addition to what we been doing for many, many years. And so that's how we found the affordability room to bring in that capital into our plan for a few utilities.

Okay. And the additional $0.5 billion of CapEx on the gas side, I understand that this hasn't been approved, so what we're waiting forward with that incremental spending?

The $2 billion is something that's in our plan at the electric company. The $0.5 billion at the gas company is sort of in the same position that the $2 billion was in, which was we're looking for affordability initiatives to bring that into the plan. And we're trying to display that. We've got a very strong inventory of investment opportunity at both utilities.

Great. The 5% to 7% growth that you're reiterating, what's the – I understand that as of 2020, what's the basis, what's the starting point? So is it like $5.47 and basically stripping out the other GSP earnings for 2020.

Dave, do you want to take that?

Yes. What we're showing there now is the 5% to 7% for next year is based – as if we didn't spend that 5% to 7% will be based on as having GSP removed from the baseline.

Okay. And there is not going to be any type of reallocation of parent level expenses or something like that that would be on that 2020 number?

We will have to work through the parent level expenses and how we've managed those internally, but they're not expected to be material…

Okay. And my last question about the midstream spin-off. So we have this – the date about – investors about what is the multiple that the set of business will be trading at. And we see this big disparity between pipeline multiples versus gathering multiples. Can you give us a sense [indiscernible] from that perspective, what percentage of the 2020 EBITDA is associated with gathering assets which tend to trade up meaningfully lower with that multiple?

David Slater, do you want to take that?

Sure. Can Jerry. Angie, good to talk to you. Yes, that's a good question. And what we've disclosed previously is we have about 10% in our storage business, about 40% gathering and 50% in the pipeline segment, and those percentages are income percentages. So that's a good proxy for your question.

Okay. Well, so with that in mind is like a simple math would it indicate that business would have a relatively low market cap of around $3 billion, $3.5 billion which – strong technical pressure because [indiscernible] investors that's based on how your stock – stock has performed or not. So why you were convinced that [indiscernible] values given the relatively potential small market cap and technical pressure that it's going to be.

Well, we think that first of all the spin creates premiere regulated utility 90/10 sort of structure inside our utilities that investors will have the opportunity to invest in with a strong capital growth program for five plus years. Our midstream company is going to be well-capitalized, when we compare it to its peers and have strong dividend growth. And, we think it's going to be a very attractive investment for midstream investors and also current investors in DTE.

Jerry, if I could add to that maybe.

Sure.

Yes. Angie, I think it's going to be a very unique investment opportunity in the midstream space, predominantly natural gas and its portfolio is really laying over the best dry gas basins in the country. And fundamentally there's a lot of fundamental support and growth in those areas. So I think this investment opportunity for those investors that are looking for a really high-quality midstream investment, I think it will be very attractive.

Great. Thank you.

Our next question comes from Steve Fleishman from Wolfe Research. Please go ahead.

Yes. Hey, congrats.

Good morning, Steve.

Hey, Jerry. So I'm not sure you're positioned to answer this. As this call was going on, Elliott came out and said something about kind of being happy with this. So could you just comment on any involvement they might've had with this or how to characterize that?

So I'll start by saying Steve that we started to talk about this pivot in the summer of 2019. And we started looking at pivot towards a pure-play utility model and it was a series of discussion between management and the Board that really culminated just in the last few days. We talked to lots of investors, lots of potential investors and analysts and get feedback. But I'm not going to comment specifically on we talk to and don't talk to.

Okay. And then just kind of get a sense of the kind of thoughts on the new company financials. So obviously the cash flow from the gas business will be separated, but you should have more, this 18% FFO to debt target that you've had for a largely pure regulated utility. I would assume that you’ll be able to fund it with somewhat meaningfully lower FFO to debt. And what is – if you look at the peers for a largely regulated utility at your credit, like what would that range be versus the 18 plus that you been at?

Dave Ruud, do you want to take that?

Yes, when we look at our peers, we see them down in the 14% to 16% actually in that range. We are still committed to maintaining our ratings. So we're going to be really careful with that, but we do expect that this will be credit enhancement for us.

Okay. And then lastly, just on the midstream business, so you had a kind of growth targets out there together for the midstream business. I think it was like 9.5% net income growth type of thing. Could you just comment on how that business is tracking versus the prior growth target? And was it – is it on track with what you'd said before for midstream through 2020? I guess it was through 2022, 2024?

So Steve I'll start and then I'll turn it over to David Slater. But I would say that nothing has changed fundamentally from a growth perspective in our mainstream business. All of the organic opportunities that we were pursuing continue to play out. David Slater, why don’t you add some more color to that?

Sure, Jerry. And Steve, that's a great question. And I'd just reiterate that absolutely nothing has changed in this business between yesterday and today. We've got a great team, a great management team that's going to be leading the new company and excellent operating team that's coming along. As we progress through this standing up of a new C Corp, we'll be putting out a detailed forward guidance kind of best-in-class guidance as expected in the midstream sector. And certainly be able to answer the question you're asking in a lot more granularity and detail as we move forward in the process here. But suffice it to say absolutely nothing's changed in the business. If anything, the fundamentals in the basins I described earlier are just strengthening right now. So we feel really positive about this new company and it's going to provide an investment vehicle for some of the midstream investors that really doesn't exist in the sector today. There's not another company as C Corp in the midstream space that's positioned like – this company will be positioned around those particular basins in the country. It really attached to some really strong market centers.

Great. Thank you.

Our next question comes from Durgesh Chopra from Evercore ISI. Please go ahead.

Hey, team. Good morning.

Good morning.

Good morning. Just real quick follow-up on the tax implications of the spin. Just could you remind us, when are you expected to be a tax payer? I believe its mid 2020s, and it just been impact…

Dave Ruud?

Yes, you're right. Currently it is mid 2020s, 2024, and this will be – I was able to see tax free spend. We don't expect it to influence that. We’ll get back to you for sure on that.

Okay, perfect. And then maybe just one quick one on 2021 guidance. What are you assuming in terms of if anything on COVID impacts and then obviously strong execution on the O&M front this year, should we expect that to sort of continue into 2021 as well?

I would say 2021 is positioned extremely well. As you know, we plan very conservatively for our forward years. So we’ve significant contingency to accommodate any sort of changes in the loan patterns or potentially incremental expenses. So I feel really good about our position in 2021.

Okay, perfect. Thanks guys.

Our next question comes from Stephen Burke from Morgan Stanley. Please go ahead.

Hey, good morning, and congratulations.

Good morning. Thank you.

I wanted to talk about the midstream business. Would you be able to give us a sense of the maintenance CapEx, and I'm thinking not just about physical maintenance, but the CapEx needed to keep the cash flows flat especially for the gathering business. How do you think about just the sort of base capital need to keep the business running flat on EBITDA?

Well, I'll start this by saying it's a relatively new system. So those maintenance CapEx dollars will be modest at best. But David Slater, do you want to add some color to that?

Sure, Jerry. You're exactly right. And Steve that's a great question. And we're definitely going to be providing more color around that as we approach spin date, but the systems are all generally new, so very modest maintenance capital required after the foreseeable future. And that'll be a very small number especially as you compare this midstream company with some of the other midstream companies that have more mature larger networks that they're having to maintain.

Understood. Yes. As you all think through that, I'd love to get a sense, not just the physical, which I assume is low, but the economic maintenance for gathering just given the nature of the business. But I guess moving on to just thinking about the gathering business in credit quality, could you give us a little more information on the credit quality for that particular segment in terms of sort of range of customer ratings, any customer notices to modify or terminate agreements and just sort of other credit protections you have? That's a pretty common question that comes up on the gathering side especially, just curious how you think about the credit quality there.

David?

Sure. Yes. That's another excellent question, Steve. So as we've disclosed in the past and we provided a lot of detail on this one when we did the Haynesville transaction last year. In most of our agreements, we put credit enhancement clauses in there to really protect not only the receivables, but the forward obligations that those customers have. So that would be sort of my first statement and that's sort of hard-coded into our DNA. It's all, let's do that. So it has the effect of enhancing a credit profile of the counter party. But as I kind of stepped back and I know we've shared this in the past with some of our bigger customers on the gathering side of our business would be – names like Southwestern, Cabot, obviously Indigo, Antero. So those are some of the names that are in our portfolio. And again, we've looked very closely at their credit and monitor that with a lot of detail, have a lot of information that they share with us quarter-by-quarter. So we're monitoring that closely. And all of those customers are in good positions. They have no significant maturities before them and their cash flows are strengthening in the current environment with the fundamental strengthening and dry natural gas. It's benefiting all these companies. And so we actually see their credit profile strengthening. It's easy to see when you look at their – just look at their long-term debt and how it's trading. You can clearly see a strengthening credit profile across our gathering customers.

That's really helpful. And just last one for me. Just for the midstream business overall, are there any additional cash flow metrics beyond the EBITDA that you laid out, whether think about distributable cash flow, free cash flow, some definition of cash flow, or is that something that you all are going to provide on a later date?

Yes. You're exactly right, Steve. Those are what I would call best-in-class midstream metrics. And with the opportunity of standing this company up new, we're going to make it best-in-class. So we're going to work through those details and look forward to spending time with you down the road when we get closer to spin date and share all that.

Understood. That's all I had. Thank you so much.

Our next question comes from James Thalacker from BMO Capital Markets. Please go ahead.

Thank you very much, and good morning.

Good morning.

Most of my questions obviously been answered, but just two real quick questions. I guess the first is, as you were looking at becoming a pure-play, did you explore potentially divesting or winding down both the P&I and/or the energy market and business, and what was the determination to retain those businesses?

So James I'll start by saying that when we looked at all our alternatives to unlock shareholder value and create incremental value for our shareholders, the biggest mover that we saw was to really create the spin for GSE. We saw P&I as complimentary to our ESG agenda with our remaining utility platform, which will be 90% of our business. And so we've decided to pursue this path at this point in time.

Okay. Great. And just, I guess, could you also just remind us also, what was the outlook, I guess, for equity on a going forward basis? The question I asked a bunch of times. But I know that you’ve been targeting 18%, but with a pure-play utility, you probably should be down sort of in the mid teens. And then on top of it, you have the conversion, I think in 2022 of the convertible that was done to finance the midstream business. It seems like you have a lot more flexibility either not to issue equity or maybe to use incremental debt. So could you provide some guidance, I guess, how you're thinking about how much equity was in your plan now for the five-year period?

Dave Ruud, do you want to take that?

Sure. And in the deck – in the appendix on Slide 28, it showed our previous planned equity issuances, and you can see in – next year that was $100 million to $400 million. And then in 2022 it was $1.2 billion of convertible equity units that come into the plan. So that was consistent with what we're seeing going forward.

But as you move, I guess, beyond 2022, should we expect any material equity, or is this going to be something that's just going to be more sort of $100 million or $150 million [indiscernible] type of issuances?

In our plan going forward, there are no major and no equity issuances that we see in those years.

Okay. Great. Thank you very much.

Our next question comes from Jeremy Tonet from JPMorgan. Please go ahead.

[Indiscernible] earning growth through 2024, but just trying to see is there any reason to think that EBITDA growth is different in that type of trajectory – earnings growth just to remind us as far as how much of this growth is contractually underpinned with MDC? Just trying to get a feel for that. Thanks.

David, do you want to take that?

Sure, Jerry. Jeremy, I had a little hard time hearing the beginning of your question. I'm just going to repeat it. I think you're asking about EBITDA growth versus earnings growth, and how much of that is kind of enhanced. So that's the question I'm going to answer, and you can change it if I got it wrong. So first off, just to reiterate, nothing has changed in the business from what we've previously disclosed. So business is strong and has performed incredibly well this year, have been incredibly resilient to a difficult year in the sector and the difficult year with respect to the pandemic. So that gives me lots of confidence of the durability of the business. In terms of the growth, and what EBITDA growth we moving in tandem with income growth. I think that's generally a true statement. And again, I think as I answered earlier, we'll be providing a lot more granular details sort of best-in-class guidance as we progress and get closer to spin date. So I trust that answered the question.

Yes. That's helpful. And just want to see – it sounds like contractually underpinned that growth with over 90% demand contracts, it seems like that's pretty unique in the midstream [indiscernible] it sounds like it does. So that's really helpful. And then just building maybe towards the midstream entity itself, I don't know what you can say looking forward as far as the strategic outlook, there is anything that you can comment on that. Good organic growth, that's kind of unique in the space right now. I don't know anyone else talk about [indiscernible] 4% average is surely near the low-end of peers out there. So it seems like you have some really strong flexibility there and maybe you could – just want to get a sense for these things that you guys going to stick to your base into what you're doing there, or if anything going to be – anything is going to change strategically?

Yes. That's a great question. Yes. First off the assets are great assets and they're positioned across – when you look at the resources in the country right now, these are the resources that all the analysts expect they're going to get attention in the next year or two. And the company is positioned from an investor perspective to provide an investment vehicle for people that want to have exposure to the midstream around the best natural gas basins in the country and attached to literally the best market centers in the country. So I think you alluded to it. It's a very unique investment vehicle that we believe is going to be distinctive in the sector. And we're setting it up to have a very healthy balance sheet with a healthy dividend and a lot of flexibility going forward to continue what I'll call the strategic intent that we've had, which is continued to make highly accretive value generating investments on and around that portfolio of assets where we have a competitive advantage and asymmetrical information. So yes, I don't think there's no significant strategic shift that's expected here in the near-term. But again, as we approach spin date, I'm looking forward to laying the plan out in more detail and having good conversations with the investor base going forward. So thanks. Thanks Jeremy for the question.

Thank you.

Our next question comes from Jonathan Arnold from Vertical Research. Please go ahead.

Yes. Good morning, guys.

Good morning.

Just a couple. Jerry, during the question about REF, you mentioned that the outlook off of the, I guess adjusted 2020 original base includes the replacement that you've been working on. Are you just referring to the $15 million a year origination pathway that you've talked about? Or is that something more significant you will maybe alluding to that?

No, it's essentially the $15 million a year that we've been originating in new income, so you're incorrect.

Okay. So I just want to make sure there wasn't something else that you're hinting at. And then, secondly there was a comment made about potentially delaying the next rate case in the filing you'd recently made. And there was a lot of material. I just wonder if you could clarify, what you were saying there and maybe put it in context your comment about the base case timing? I think its early 2021.

Sure. Great question. So we've had a really strong year for electric company this year and some portion of that has been driven by incremental sales due to COVID and the pandemic as it relates to our residential markets. So what we're doing Jonathan is essentially deferring a portion of those earnings in 2022 to offset a potential rate increase in 2022. What that does is that gives us the opportunity to reconsider timing of filing the rate case. So that's really what that's about.

Okay. And just any suggestion of still how far will it differ roughly a year? Is that a good assumption?

It's probably too early to say Jonathan. But we'll continue to update you as we move forward.

Great. Thank you.

We'd like to see a portion of 2021 started to play out before we make that decision.

Okay. Thank you very much.

Our next question comes from David Fishman from Goldman Sachs. Please go ahead.

Good morning.

Good morning.

Just a few questions for me. I know the spin itself is tax-free, but is there any impact on your ongoing cash tax position for the spin? Does this pull forward when you might become a cash taxpayer as the regulated [indiscernible] to your five-year plan? Or is there not much of a material impact there either?

Dave Ruud?

Yes. We’re going to – we'll look more into that and see what the impact is there. And we'll have to get back to you and let you know on that. You are right, we weren't cash taxpayers until 2024.

Okay.

We don't think it will have – we don't think this will have much of a material impact though.

Okay. Good to know. And then back on the post REF P&I, I know you pretty much just mentioned that you're still shooting for, I guess, the $15 million or so a year, but could you guys maybe comment on what you kind of broadly see as the opportunity set there for RNG and cogeneration? And do you expect P&I really be growing enough to maintain a 90/10 regulated versus unregulated mix longer-term, especially given the elevated regulated growth rates?

Well, that's what we see now, David is P&I being able to grow in the sectors that we described, which is nearly to RNG and cogen. And we're still seeing a good opportunity there. We have one that's in late stages right now on the RNG front, that we're feeling really good about. And so we're continuing to see activity and really nice return there, but it will be a very small part of our portfolio going forward. But we do see it at that 90/10 mix over the next five years.

Okay. And then, I guess, still on the clean energy. On the voluntary renewables, initially you guys had talked about a 1.4 gigawatt target by 2030. Your updated filings looks like nearly that amount by 2025. How was your conversations kind of gone for maybe the second half of 2020, if you even went out that long because it seems that clearly over the next five years, you've had a big pull forward. Just if you could maybe give us a little bit more color on kind of how the whole decade is kind of shaping out a little bit there?

Well, I have to tell you this voluntary renewables program that we have has been very exciting. It's a product that we have a hard time keeping on the shelf. We are selling it quite a bit for our residential customers and also our large industrial customers and even smaller industrial customers want this product to really green up their power portfolios – power usage portfolios. So look, as you've said, we've been able to pull forward our projections as to when we will hit the 1.4 gigawatts, but we'll continue to sell into this market and continue to update as we go forward, but we're doing much better than we had ever anticipated in that market.

Got it. And I imagine this is something to get a little bit more color on at EEI or…

Yes. We'll provide an update at EEI, but what we can tell you now is that we have 750 megawatts sold and we're going to build for that. We've got some filings in front of the commission to pursue those builds. And as we learn more and develop more market, we'll continue to update you.

Got it. And then just last one for me. I know you briefly touched upon this, with the energy trading business, what would you say is kind of the strategic rationale as keeping the energy trading business as a part of the ongoing kind of DTE entity?

David, it's a very small part of our company and certainly in our business that we look to grow. And what we use it for is to really be a market maker. So for example, with our RNG projects and even in our cogen facilities, we use it to manage risks with those investments either for ourselves or on behalf of our customers. And that's really the primary purpose of that little business.

Got it. Okay. Congratulations, and thanks for taking my questions.

Thank you.

The final question we have time for today comes from Ryan Levine from Citi. Please go ahead.

Good morning.

Good morning.

So what is DTE’s tax basis in the midstream portfolio today? And how long would DTE Midstream need to remain a public company to avoid triggering a tax event for current DTE shareholders?

David?

Well, I don't think we’ve – we haven't released our tax basis or said that our tax basis in DTE Midstream. What was the – excuse me, what was the second half of that question?

Would you be willing to disclose that? And then also how long would DTE Midstream need to remain a public company to avoid triggering a taxable event for current DTE shareholders?

I think we'll have to get back to you on that one.

Yes.

[Indiscernible]

Okay. And then how are you thinking about setting a new DTE Midstream dividend policy, and how are you defining the dividend coverage ratio in the press release 2x for 2021 for this pro forma company?

Dave Ruud?

Yes. That's still to be totally nailed down as we established a midstream company, but we do plan to establish one that's competitive with peers and we talked about that doing that 2x dividend coverage ratio, and that's the distributable cash flow over the dividend and how that will be defined consistent with other midstream companies.

Okay. Thank you.

This concludes the Q&A portion of today's call, and I would like to turn it back to Mr. Jerry Norcia for final comments.

Thank you. Well, thank you, everyone for joining us today. I'll close by saying we had a very solid quarter and are well positioned for a strong finish to 2020, and really great start to 2021. I believe the spin at DTE Midstream will unlock significant value for our shareholders and drive future growth. I look forward to talking to all of you in a few weeks at EEI. I hope everyone had a great morning and stay healthy and safe.

Ladies and gentlemen, this concludes today's conference call. Thank you once more for participating. You may now disconnect.