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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Michigan
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38-3217752
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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One Energy Plaza, Detroit, Michigan
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48226-1279
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, without par value
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New York Stock Exchange
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2011 Series I 6.5% Junior Subordinated Debentures due 2061
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New York Stock Exchange
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2012 Series C 5.25% Junior Subordinated Debentures due 2062
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New York Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Page
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EX-4.282
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EX-4.283
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EX-12.56
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EX-21.9
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EX-23.27
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EX-31.87
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EX-31.88
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EX-32.87
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EX-32.88
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EX-99.55
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EX-99.56
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101.INS XBRL Instance Document
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101.SCH XBRL Taxonomy Extension Schema
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101.CAL XBRL Taxonomy Extension Calculation Linkbase
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101.DEF XBRL Taxonomy Extension Definition Linkbase
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101.LAB XBRL Taxonomy Extension Label Linkbase
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101.PRE XBRL Taxonomy Extension Presentation Linkbase
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ASC
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Accounting Standards Codification
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ASU
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Accounting Standards Update
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CFTC
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U.S. Commodity Futures Trading Commission
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Citizens
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Citizens Fuel Gas Company, which distributes natural gas in Adrian, Michigan
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Company
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DTE Energy Company and any subsidiary companies
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Customer Choice
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Michigan legislation giving customers the option to choose alternative suppliers for electricity and gas
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DTE Electric
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DTE Electric Company (a direct wholly owned subsidiary of DTE Energy Company) and subsidiary companies. Formerly known as The Detroit Edison Company.
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DTE Energy
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DTE Energy Company, directly or indirectly the parent of DTE Electric, DTE Gas and numerous non-utility subsidiaries
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DTE Gas
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DTE Gas Company (an indirect wholly owned subsidiary of DTE Energy) and subsidiary companies. Formerly known as Michigan Consolidated Gas Company.
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EPA
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United States Environmental Protection Agency
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FASB
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Financial Accounting Standards Board
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FERC
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Federal Energy Regulatory Commission
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FTRs
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Financial transmission rights are financial instruments that entitle the holder to receive payments related to costs incurred for congestion on the transmission grid.
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GCR
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A Gas Cost Recovery mechanism authorized by the MPSC that allows DTE Gas to recover through rates its natural gas costs.
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MCIT
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Michigan Corporate Income Tax
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MDEQ
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Michigan Department of Environmental Quality
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MISO
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Midcontinent Independent System Operator, Inc.
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MPSC
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Michigan Public Service Commission
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Non-utility
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An entity that is not a public utility. Its conditions of service, prices of goods and services and other operating related matters are not directly regulated by the MPSC.
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NRC
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United States Nuclear Regulatory Commission
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Production tax credits
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Tax credits as authorized under Sections 45K and 45 of the Internal Revenue Code that are designed to stimulate investment in and development of alternate fuel sources. The amount of a production tax credit can vary each year as determined by the Internal Revenue Service.
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PSCR
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A Power Supply Cost Recovery mechanism authorized by the MPSC that allows DTE Electric to recover through rates its fuel, fuel-related and purchased power costs.
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RDM
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A Revenue Decoupling Mechanism authorized by the MPSC that is designed to minimize the impact on revenues of changes in average customer usage.
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Securitization
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DTE Electric financed specific stranded costs at lower interest rates through the sale of rate reduction bonds by a wholly-owned special purpose entity, The Detroit Edison Securitization Funding LLC.
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Subsidiaries
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The direct and indirect subsidiaries of DTE Energy Company
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VIE
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Variable Interest Entity
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Units of Measurement
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Bcf
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Billion cubic feet of gas
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Bcfe
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Conversion metric using a standard ratio of one barrel of oil and/or natural gas liquids to 6 Mcf of natural gas equivalents.
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BTU
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Heat value (energy content) of fuel
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dth/d
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Decatherms per day
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kWh
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Kilowatthour of electricity
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Mcf
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Thousand cubic feet of gas
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MMcf
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Million cubic feet of gas
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MW
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Megawatt of electricity
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MWh
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Megawatthour of electricity
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•
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impact of regulation by the FERC, MPSC, NRC, CFTC and other applicable governmental proceedings and regulations, including any associated impact on rate structures;
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•
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the amount and timing of cost recovery allowed as a result of regulatory proceedings, related appeals or new legislation; including legislative amendments and Customer Choice programs;
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•
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economic conditions and population changes in our geographic area resulting in changes in demand, customer conservation and thefts of electricity and natural gas;
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•
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environmental issues, laws, regulations, and the increasing costs of remediation and compliance, including actual and potential new federal and state requirements;
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•
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health, safety, financial, environmental and regulatory risks associated with ownership and operation of nuclear facilities;
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•
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changes in the cost and availability of coal and other raw materials, purchased power and natural gas;
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•
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the potential for losses on investments, including nuclear decommissioning and benefit plan assets and the related increases in future expense and contributions;
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•
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volatility in the short-term natural gas storage markets impacting third-party storage revenues;
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•
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volatility in commodity markets, deviations in weather and related risks impacting the results of our energy trading operations;
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•
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access to capital markets and the results of other financing efforts which can be affected by credit agency ratings;
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•
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instability in capital markets which could impact availability of short and long-term financing;
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•
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the timing and extent of changes in interest rates;
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•
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the level of borrowings;
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•
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the potential for increased costs or delays in completion of significant construction projects;
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•
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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;
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•
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the effects of weather and other natural phenomena on operations and sales to customers, and purchases from suppliers;
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•
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unplanned outages;
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•
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the cost of protecting assets against, or damage due to, terrorism or cyber attacks;
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•
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employee relations and the impact of collective bargaining agreements;
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•
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the availability, cost, coverage and terms of insurance and stability of insurance providers;
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•
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cost reduction efforts and the maximization of plant and distribution system performance;
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•
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the effects of competition;
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•
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changes in and application of accounting standards and financial reporting regulations;
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•
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changes in federal or state laws and their interpretation with respect to regulation, energy policy and other business issues;
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•
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binding arbitration, litigation and related appeals; and
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•
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the risks discussed in our public filings with the Securities and Exchange Commission.
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•
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The Electric segment consists principally of DTE Electric, which is engaged in the generation, purchase, distribution and sale of electricity to approximately 2.1 million residential, commercial and industrial customers in southeastern Michigan.
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•
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The Gas segment consists of DTE Gas and Citizens. DTE Gas is engaged in the purchase, storage, transportation, distribution and sale of natural gas to approximately 1.2 million residential, commercial and industrial customers throughout Michigan and the sale of storage and transportation capacity. Citizens distributes natural gas in Adrian, Michigan to approximately 17,000 customers.
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•
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Gas Storage and Pipelines consists of natural gas pipelines, gathering and storage businesses.
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•
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Power and Industrial Projects is comprised primarily of projects that deliver energy and utility-type products and services to industrial, commercial and institutional customers; produce reduced emissions fuel and sell electricity from biomass-fired energy projects.
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•
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Energy Trading consists of energy marketing and trading operations.
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•
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Corporate and other includes various holding company activities, holds certain non-utility debt and energy-related investments.
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2013
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2012
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2011
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||||||
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(In millions)
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||||||||||
Residential
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$
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2,351
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$
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2,354
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$
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2,182
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Commercial
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1,883
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1,898
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1,704
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|||
Industrial
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799
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784
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692
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|||
Other
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45
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152
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458
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|||
Subtotal
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5,078
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5,188
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5,036
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|||
Interconnection sales (a)
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121
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105
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|
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118
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|||
Total Revenue
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$
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5,199
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$
|
5,293
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$
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5,154
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(a)
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Represents power that is not distributed by DTE Electric.
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Location by
Michigan
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Summer Net
Rated
Capability (a)
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Plant Name
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County
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(MW)
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(%)
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Year in Service
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Fossil-fueled Steam-Electric
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Belle River (b)
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St. Clair
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1,036
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|
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9.9
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1984 and 1985
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Greenwood
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St. Clair
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798
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7.7
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1979
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Monroe (c)
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Monroe
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3,022
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|
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29.0
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1971, 1973 and 1974
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River Rouge
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Wayne
|
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537
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|
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5.2
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1957 and 1958
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St. Clair
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St. Clair
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1,386
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|
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13.3
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1953, 1954, 1959, 1961 and 1969
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Trenton Channel
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Wayne
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631
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6.0
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1949 and 1968
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|
|
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7,410
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|
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71.1
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|
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Oil or Gas-fueled Peaking Units
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Various
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989
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9.5
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1966-1971, 1981 and 1999
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Nuclear-fueled Steam-Electric Fermi 2 (d)
|
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Monroe
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1,102
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|
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10.6
|
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1988
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Hydroelectric Pumped Storage
Ludington (e)
|
|
Mason
|
|
917
|
|
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8.8
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1973
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|
|
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10,418
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100.0
|
|
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(a)
|
Summer net rated capabilities of generating plants in service are based on periodic load tests and are changed depending on operating experience, the physical condition of units, environmental control limitations and customer requirements for steam, which otherwise would be used for electric generation.
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(b)
|
The Belle River capability represents DTE Electric’s entitlement to 81% of the capacity and energy of the plant. See Note 9 of the Notes to the Consolidated Financial Statements in Item 8 of this Report.
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(c)
|
The Monroe generating plant provided 38% of DTE Electric’s total 2013 power generation.
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(d)
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Fermi 2 has a design electrical rating (net) of 1,150 MW.
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(e)
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Represents DTE Electric’s 49% interest in Ludington with a total capability of 1,872 MW. See Note 9 of the Notes to the Consolidated Financial Statements in Item 8 of this Report.
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|
|
Circuit Miles
|
||||
Operating Voltage-Kilovolts (kV)
|
|
Overhead
|
|
Underground
|
||
4.8 kV to 13.2 kV
|
|
27,739
|
|
|
14,578
|
|
24 kV
|
|
182
|
|
|
692
|
|
40 kV
|
|
2,289
|
|
|
383
|
|
120 kV
|
|
54
|
|
|
8
|
|
|
|
30,264
|
|
|
15,661
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
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(In millions)
|
||||||||||
Gas sales
|
$
|
1,093
|
|
|
$
|
957
|
|
|
$
|
1,150
|
|
End user transportation
|
212
|
|
|
198
|
|
|
194
|
|
|||
Intermediate transportation
|
59
|
|
|
58
|
|
|
58
|
|
|||
Storage and other
|
110
|
|
|
102
|
|
|
103
|
|
|||
Total Revenue
|
$
|
1,474
|
|
|
$
|
1,315
|
|
|
$
|
1,505
|
|
•
|
Gas sales —
Includes the sale and delivery of natural gas primarily to residential and small-volume commercial and industrial customers.
|
•
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End user transportation —
Gas delivery service provided primarily to large-volume commercial and industrial customers. Additionally, the service is provided to residential customers, and small-volume commercial and industrial customers who have elected to participate in our gas Customer Choice program. End user transportation customers purchase natural gas directly from marketers, producers or brokers and utilize our pipeline network to transport the gas to their facilities or homes.
|
•
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Intermediate transportation —
Gas delivery service is provided to producers, brokers and other gas companies that own the natural gas, but are not the ultimate consumers. Intermediate transportation customers use our gathering and high-pressure transportation system to transport the natural gas to storage fields, processing plants, pipeline interconnections or other locations.
|
•
|
Storage and other —
Includes revenues from natural gas storage, appliance maintenance, facility development and other energy-related services.
|
|
Availability
(MMcf/d)
|
|
Contract
Expiration
|
Great Lakes Gas Transmission L.P.
|
30
|
|
2014
|
Viking Gas Transmission Company
|
21
|
|
2017
|
Vector Pipeline L.P.
|
50
|
|
2015
|
ANR Pipeline Company
|
224
|
|
2028
|
Panhandle Eastern Pipeline Company
|
75
|
|
2029
|
Property Classification
|
|
% Owned
|
|
Description
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Location
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Pipelines
|
|
|
|
|
|
|
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Vector Pipeline
|
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40
|
%
|
|
348-mile pipeline connecting Chicago, Michigan and Ontario market centers
|
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IL, IN, MI & Ontario
|
Millennium Pipeline
|
|
26
|
%
|
|
182-mile pipeline serving markets in the Northeast
|
|
NY
|
Bluestone Lateral
|
|
100
|
%
|
|
44-mile pipeline delivering Marcellus Shale gas to Millennium Pipeline and Tennessee Pipeline
|
|
PA & NY
|
Susquehanna gathering system
|
|
100
|
%
|
|
Gathering system delivering Southwestern Energy's Marcellus Shale gas production to Bluestone Lateral
|
|
PA
|
Michigan gathering systems
|
|
100
|
%
|
|
Gathers production gas in northern Michigan
|
|
MI
|
Storage
|
|
|
|
|
|
|
|
Washington 10
|
|
100
|
%
|
|
75 Bcf of storage capacity
|
|
MI
|
Washington 28
|
|
50
|
%
|
|
16 Bcf of storage capacity
|
|
MI
|
Facility
|
|
Location
|
|
Service Type
|
Steel and Petroleum Coke
|
|
|
|
|
Pulverized Coal Operations
|
|
MI
|
|
Pulverized Coal
|
Coke Production
|
|
MI, PA & IN
|
|
Metallurgical Coke Supply
|
Other Investment in Coke Production and Petroleum Coke
|
|
IN & MS
|
|
Metallurgical Coke Supply and Pulverized Petroleum Coke
|
|
|
|
|
|
On-Site Energy
|
|
|
|
|
Automotive
|
|
Various sites in
|
|
Electric Distribution, Chilled Water,
|
|
|
MI, IN, OH &
NY
|
|
Waste Water, Steam, Cooling Tower Water, Reverse Osmosis Water, Compressed Air, Mist and Dust Collectors
|
Airports
|
|
MI & PA
|
|
Electricity, Hot and Chilled Water
|
Chemical Manufacturing
|
|
IL, KY & OH
|
|
Electricity, Steam, Natural Gas, Compressed Air and Wastewater
|
Consumer Manufacturing
|
|
OH
|
|
Electricity, Steam, Hot and Chilled Water, Sewer, Compressed Air
|
Business Park
|
|
FL, OH & PA
|
|
Electricity, Steam, Hot and Chilled Water, Compressed Air
|
Hospital
|
|
CA
|
|
Electricity, Steam and Chilled Water
|
|
|
|
|
|
Wholesale Power and Renewables
|
|
|
|
|
Pulp and Paper
|
|
AL
|
|
Electric Generation and Steam
|
Renewables
|
|
CA, MN & WI
|
|
Electric Generation
|
Landfill Gas Recovery
|
|
Various U.S. sites
|
|
Electric Generation and Landfill Gas
|
|
|
|
|
|
|
|
|
|
|
REF
|
|
MI, OK, IL & OH
|
|
REF Supply
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Production Tax Credits Generated (Allocated to DTE Energy)
|
|
|
|
|
|
||||||
REF
|
$
|
44
|
|
|
$
|
35
|
|
|
$
|
1
|
|
Power Generation
|
8
|
|
|
7
|
|
|
4
|
|
|||
Landfill Gas Recovery
|
1
|
|
|
1
|
|
|
1
|
|
|||
|
$
|
53
|
|
|
$
|
43
|
|
|
$
|
6
|
|
•
|
Selling membership interests in our REF projects;
|
•
|
Relocating our underutilized REF facilities to alternative coal-fired power plants which may provide increased production and emission reduction opportunities in 2014 and future years;
|
•
|
Acquiring and developing landfill gas recovery facilities, renewable energy projects, and other energy projects which may qualify for tax credits; and
|
•
|
Providing operating services to owners of industrial and power plants.
|
|
Electric
|
|
Gas
|
|
Non-utility
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Air
|
$
|
1,420
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,420
|
|
Water
|
80
|
|
|
—
|
|
|
18
|
|
|
98
|
|
||||
Contaminated and other sites
|
8
|
|
|
28
|
|
|
—
|
|
|
36
|
|
||||
Estimated total future expenditures through 2021
|
$
|
1,508
|
|
|
$
|
28
|
|
|
$
|
18
|
|
|
$
|
1,554
|
|
Estimated 2014 expenditures
|
$
|
280
|
|
|
$
|
5
|
|
|
$
|
10
|
|
|
$
|
295
|
|
Estimated 2015 expenditures
|
$
|
95
|
|
|
$
|
6
|
|
|
$
|
8
|
|
|
$
|
109
|
|
|
|
|
|
|
|
|
|
Dividends
Paid per Share
|
||||||
Year
|
|
Quarter
|
|
High
|
|
Low
|
|
|||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
First
|
|
$
|
68.38
|
|
|
$
|
60.33
|
|
|
$
|
0.6200
|
|
|
|
Second
|
|
$
|
73.32
|
|
|
$
|
63.38
|
|
|
$
|
0.6550
|
|
|
|
Third
|
|
$
|
71.77
|
|
|
$
|
64.71
|
|
|
$
|
0.6550
|
|
|
|
Fourth
|
|
$
|
70.64
|
|
|
$
|
64.45
|
|
|
$
|
0.6550
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
First
|
|
$
|
56.52
|
|
|
$
|
52.46
|
|
|
$
|
0.5875
|
|
|
|
Second
|
|
$
|
60.25
|
|
|
$
|
53.70
|
|
|
$
|
0.5875
|
|
|
|
Third
|
|
$
|
62.54
|
|
|
$
|
58.06
|
|
|
$
|
0.6200
|
|
|
|
Fourth
|
|
$
|
62.49
|
|
|
$
|
58.20
|
|
|
$
|
0.6200
|
|
|
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options
|
|
Weighted-Average
Exercise Price of
Outstanding Options
|
|
Number of Securities
Remaining Available for
Future Issuance Under Equity
Compensation Plans
|
||||
Plans approved by shareholders
|
723,697
|
|
|
$
|
42.60
|
|
|
2,044,255
|
|
|
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
|
||||||
10/01/2013 — 10/31/2013
|
1,452
|
|
|
$
|
66.69
|
|
|
—
|
|
|
—
|
|
|
—
|
|
11/01/2013 — 11/30/2013
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12/01/2013 — 12/31/2013
|
2,790
|
|
|
$
|
67.62
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
4,242
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
(a)
|
Represents shares of common stock withheld to satisfy income tax obligations upon the vesting of restricted stock.
|
|
Indexed Returns
Year Ended December 31
|
||||||||||||||||
|
Base Period
|
|
|
|
|
|
|
|
|
|
|
||||||
Company/Index
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
||||||
DTE Energy Company
|
100
|
|
|
130.08
|
|
|
141.86
|
|
|
178.40
|
|
|
204.99
|
|
|
235.52
|
|
S&P 500 Index
|
100
|
|
|
126.46
|
|
|
145.51
|
|
|
148.59
|
|
|
172.37
|
|
|
228.19
|
|
S&P 500 Multi-Utilities Index
|
100
|
|
|
120.92
|
|
|
134.32
|
|
|
159.05
|
|
|
165.79
|
|
|
195.43
|
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
(In millions, except per share amounts)
|
||||||||||||||||||
Operating Revenues
|
$
|
9,661
|
|
|
$
|
8,791
|
|
|
$
|
8,858
|
|
|
$
|
8,525
|
|
|
$
|
7,983
|
|
Net Income Attributable to DTE Energy Company
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations (a)
|
$
|
661
|
|
|
$
|
666
|
|
|
$
|
714
|
|
|
$
|
638
|
|
|
$
|
538
|
|
Discontinued operations (b)
|
—
|
|
|
(56
|
)
|
|
(3
|
)
|
|
(8
|
)
|
|
(6
|
)
|
|||||
Net Income Attributable to DTE Energy Company
|
$
|
661
|
|
|
$
|
610
|
|
|
$
|
711
|
|
|
$
|
630
|
|
|
$
|
532
|
|
Diluted Earnings Per Common Share
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
3.76
|
|
|
$
|
3.88
|
|
|
$
|
4.20
|
|
|
$
|
3.78
|
|
|
$
|
3.27
|
|
Discontinued operations
|
—
|
|
|
(0.33
|
)
|
|
(0.02
|
)
|
|
(0.04
|
)
|
|
(0.03
|
)
|
|||||
Diluted Earnings Per Common Share
|
$
|
3.76
|
|
|
$
|
3.55
|
|
|
$
|
4.18
|
|
|
$
|
3.74
|
|
|
$
|
3.24
|
|
Financial Information
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends declared per share of common stock
|
$
|
2.59
|
|
|
$
|
2.42
|
|
|
$
|
2.32
|
|
|
$
|
2.18
|
|
|
$
|
2.12
|
|
Total assets
|
$
|
25,935
|
|
|
$
|
26,339
|
|
|
$
|
26,009
|
|
|
$
|
24,896
|
|
|
$
|
24,195
|
|
Long-term debt, including capital leases
|
$
|
7,214
|
|
|
$
|
7,014
|
|
|
$
|
7,187
|
|
|
$
|
7,089
|
|
|
$
|
7,370
|
|
Shareholders’ equity
|
$
|
7,921
|
|
|
$
|
7,373
|
|
|
$
|
7,009
|
|
|
$
|
6,722
|
|
|
$
|
6,278
|
|
(a)
|
2011 results include an $87 million income tax benefit related to the enactment of the MCIT.
|
(b)
|
Discontinued operations represents the Unconventional Gas Production business that was sold in 2012 resulting in a $55 million after-tax loss on sale.
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions, except per share amounts)
|
||||||||||
Income from continuing operations
|
$
|
668
|
|
|
$
|
674
|
|
|
$
|
723
|
|
Diluted earnings per common share from continuing operations
|
$
|
3.76
|
|
|
$
|
3.88
|
|
|
$
|
4.20
|
|
•
|
electric and gas customer satisfaction;
|
•
|
electric reliability;
|
•
|
rate competitiveness and affordability;
|
•
|
regulatory stability and investment recovery for our utilities;
|
•
|
growth of our utility asset base;
|
•
|
employee engagement;
|
•
|
cost structure optimization across all business segments;
|
•
|
cash, capital and liquidity to maintain or improve our financial strength; and
|
•
|
investments that integrate our assets and leverage our skills and expertise.
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Net Income (Loss) Attributable to DTE Energy by Segment:
|
|
|
|
|
|
||||||
Electric
|
$
|
484
|
|
|
$
|
483
|
|
|
$
|
434
|
|
Gas
|
143
|
|
|
115
|
|
|
110
|
|
|||
Gas Storage and Pipelines
|
70
|
|
|
61
|
|
|
57
|
|
|||
Power and Industrial Projects
|
66
|
|
|
42
|
|
|
38
|
|
|||
Energy Trading
|
(58
|
)
|
|
12
|
|
|
52
|
|
|||
Corporate and Other
|
(44
|
)
|
|
(47
|
)
|
|
23
|
|
|||
Income From Continuing Operations Attributable to DTE Energy Company
|
661
|
|
|
666
|
|
|
714
|
|
|||
Discontinued Operations
|
—
|
|
|
(56
|
)
|
|
(3
|
)
|
|||
Net Income Attributable to DTE Energy Company
|
$
|
661
|
|
|
$
|
610
|
|
|
$
|
711
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Operating Revenues
|
$
|
5,199
|
|
|
$
|
5,293
|
|
|
$
|
5,154
|
|
Fuel and Purchased Power
|
1,668
|
|
|
1,758
|
|
|
1,716
|
|
|||
Gross Margin
|
3,531
|
|
|
3,535
|
|
|
3,438
|
|
|||
Operation and Maintenance
|
1,377
|
|
|
1,429
|
|
|
1,370
|
|
|||
Depreciation and Amortization
|
902
|
|
|
827
|
|
|
818
|
|
|||
Taxes Other Than Income
|
261
|
|
|
257
|
|
|
240
|
|
|||
Asset (Gains) and Losses, Reserves and Impairments, Net
|
(3
|
)
|
|
(2
|
)
|
|
13
|
|
|||
Operating Income
|
994
|
|
|
1,024
|
|
|
997
|
|
|||
Other (Income) and Deductions
|
258
|
|
|
261
|
|
|
298
|
|
|||
Income Tax Expense
|
252
|
|
|
280
|
|
|
265
|
|
|||
Net Income Attributable to DTE Energy Company
|
$
|
484
|
|
|
$
|
483
|
|
|
$
|
434
|
|
Operating Income as a % of Operating Revenues
|
19
|
%
|
|
19
|
%
|
|
19
|
%
|
|
2013
|
|
2012
|
||||
|
(In millions)
|
||||||
Base sales, inclusive of weather effect
|
$
|
(54
|
)
|
|
$
|
79
|
|
Restoration tracker, discontinued in October 2011
|
—
|
|
|
(47
|
)
|
||
Securitization bond and tax surcharge
|
39
|
|
|
25
|
|
||
Renewable energy program
|
19
|
|
|
35
|
|
||
Low income energy assistance surcharge
|
(12
|
)
|
|
4
|
|
||
Regulatory mechanisms and other
|
4
|
|
|
1
|
|
||
Increase (decrease) in gross margin
|
$
|
(4
|
)
|
|
$
|
97
|
|
|
2013
|
|
2012
|
|
2011
|
|||
|
(In thousands of MWh)
|
|||||||
Electric Sales
|
|
|
|
|
|
|||
Residential
|
15,273
|
|
|
15,666
|
|
|
15,907
|
|
Commercial
|
16,661
|
|
|
16,832
|
|
|
16,779
|
|
Industrial
|
10,303
|
|
|
9,989
|
|
|
9,739
|
|
Other
|
942
|
|
|
958
|
|
|
3,136
|
|
|
43,179
|
|
|
43,445
|
|
|
45,561
|
|
Interconnection sales (a)
|
3,883
|
|
|
2,125
|
|
|
3,512
|
|
Total Electric Sales
|
47,062
|
|
|
45,570
|
|
|
49,073
|
|
Electric Deliveries
|
|
|
|
|
|
|
|
|
Retail and Wholesale
|
43,179
|
|
|
43,445
|
|
|
45,561
|
|
Electric Customer Choice, including self generators (b)
|
5,200
|
|
|
5,197
|
|
|
5,445
|
|
Total Electric Sales and Deliveries
|
48,379
|
|
|
48,642
|
|
|
51,006
|
|
(a)
|
Represents power that is not distributed by DTE Electric.
|
(b)
|
Represents deliveries for self generators who have purchased power from alternative energy suppliers to supplement their power requirements.
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Operating Revenues
|
$
|
1,474
|
|
|
$
|
1,315
|
|
|
$
|
1,505
|
|
Cost of Gas
|
624
|
|
|
550
|
|
|
744
|
|
|||
Gross Margin
|
850
|
|
|
765
|
|
|
761
|
|
|||
Operation and Maintenance
|
429
|
|
|
385
|
|
|
394
|
|
|||
Depreciation and Amortization
|
95
|
|
|
92
|
|
|
89
|
|
|||
Taxes Other Than Income
|
56
|
|
|
54
|
|
|
54
|
|
|||
Operating Income
|
270
|
|
|
234
|
|
|
224
|
|
|||
Other (Income) and Deductions
|
50
|
|
|
69
|
|
|
54
|
|
|||
Income Tax Expense
|
77
|
|
|
50
|
|
|
60
|
|
|||
Net Income Attributable to DTE Energy Company
|
$
|
143
|
|
|
$
|
115
|
|
|
$
|
110
|
|
Operating Income as a % of Operating Revenues
|
18
|
%
|
|
18
|
%
|
|
15
|
%
|
|
2013
|
|
2012
|
||||
|
(In millions)
|
||||||
Weather
|
$
|
72
|
|
|
$
|
(41
|
)
|
Uncollectible tracking mechanism
|
20
|
|
|
—
|
|
||
Lost and stolen gas
|
9
|
|
|
29
|
|
||
Self implementation and rate orders
|
15
|
|
|
5
|
|
||
Revenue decoupling mechanism
|
(16
|
)
|
|
11
|
|
||
Energy optimization revenue
|
(3
|
)
|
|
6
|
|
||
Midstream storage and transportation revenues
|
(8
|
)
|
|
6
|
|
||
Other
|
(4
|
)
|
|
(12
|
)
|
||
Increase in gross margin
|
$
|
85
|
|
|
$
|
4
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Gas Markets (in Bcf)
|
|
|
|
|
|
|||
Gas sales
|
128
|
|
|
104
|
|
|
123
|
|
End user transportation
|
157
|
|
|
157
|
|
|
141
|
|
|
285
|
|
|
261
|
|
|
264
|
|
Intermediate transportation
|
300
|
|
|
264
|
|
|
273
|
|
|
585
|
|
|
525
|
|
|
537
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Operating Revenues
|
$
|
132
|
|
|
$
|
96
|
|
|
$
|
91
|
|
Operation and Maintenance
|
25
|
|
|
19
|
|
|
16
|
|
|||
Depreciation and Amortization
|
23
|
|
|
8
|
|
|
6
|
|
|||
Taxes Other Than Income
|
3
|
|
|
3
|
|
|
3
|
|
|||
Asset (Gains) and Losses and Reserves, Net
|
—
|
|
|
3
|
|
|
—
|
|
|||
Operating Income
|
81
|
|
|
63
|
|
|
66
|
|
|||
Other (Income) and Deductions
|
(36
|
)
|
|
(40
|
)
|
|
(28
|
)
|
|||
Income Tax Expense
|
45
|
|
|
39
|
|
|
35
|
|
|||
Net Income
|
72
|
|
|
64
|
|
|
59
|
|
|||
Noncontrolling interest
|
2
|
|
|
3
|
|
|
2
|
|
|||
Net Income Attributable to DTE Energy
|
$
|
70
|
|
|
$
|
61
|
|
|
$
|
57
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Operating Revenues
|
$
|
1,950
|
|
|
$
|
1,823
|
|
|
$
|
1,129
|
|
Operation and Maintenance
|
1,914
|
|
|
1,788
|
|
|
1,025
|
|
|||
Depreciation and Amortization
|
72
|
|
|
65
|
|
|
60
|
|
|||
Taxes other than Income
|
15
|
|
|
16
|
|
|
10
|
|
|||
Asset (Gains) and Losses, Reserves and Impairments, Net
|
(4
|
)
|
|
(5
|
)
|
|
(12
|
)
|
|||
Operating Income (Loss)
|
(47
|
)
|
|
(41
|
)
|
|
46
|
|
|||
Other (Income) and Deductions
|
(73
|
)
|
|
(44
|
)
|
|
(10
|
)
|
|||
Income Taxes
|
|
|
|
|
|
||||||
Expense
|
8
|
|
|
—
|
|
|
17
|
|
|||
Production Tax Credits
|
(53
|
)
|
|
(44
|
)
|
|
(6
|
)
|
|||
|
(45
|
)
|
|
(44
|
)
|
|
11
|
|
|||
Net Income
|
71
|
|
|
47
|
|
|
45
|
|
|||
Noncontrolling interest
|
5
|
|
|
5
|
|
|
7
|
|
|||
Net Income Attributable to DTE Energy Company
|
$
|
66
|
|
|
$
|
42
|
|
|
$
|
38
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Operating Revenues
|
$
|
1,771
|
|
|
$
|
1,109
|
|
|
$
|
1,276
|
|
Fuel, Purchased Power and Gas
|
1,782
|
|
|
1,011
|
|
|
1,112
|
|
|||
Gross Margin
|
(11
|
)
|
|
98
|
|
|
164
|
|
|||
Operation and Maintenance
|
72
|
|
|
66
|
|
|
63
|
|
|||
Depreciation and Amortization
|
1
|
|
|
2
|
|
|
3
|
|
|||
Taxes Other Than Income
|
4
|
|
|
3
|
|
|
3
|
|
|||
Operating Income (Loss)
|
(88
|
)
|
|
27
|
|
|
95
|
|
|||
Other (Income) and Deductions
|
8
|
|
|
8
|
|
|
9
|
|
|||
Income Tax Expense (Benefit)
|
(38
|
)
|
|
7
|
|
|
34
|
|
|||
Net Income (Loss) Attributable to DTE Energy Company
|
$
|
(58
|
)
|
|
$
|
12
|
|
|
$
|
52
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Cash and Cash Equivalents
|
|
|
|
|
|
||||||
Cash Flow From (Used For)
|
|
|
|
|
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
668
|
|
|
$
|
618
|
|
|
$
|
720
|
|
Depreciation, depletion and amortization
|
1,094
|
|
|
1,018
|
|
|
995
|
|
|||
Nuclear fuel amortization
|
38
|
|
|
29
|
|
|
46
|
|
|||
Allowance for equity funds used during construction
|
(15
|
)
|
|
(13
|
)
|
|
(6
|
)
|
|||
Deferred income taxes
|
164
|
|
|
47
|
|
|
220
|
|
|||
Loss on sale of non-utility business
|
—
|
|
|
83
|
|
|
—
|
|
|||
Asset (gains) and losses, reserves and impairments, net
|
(8
|
)
|
|
1
|
|
|
(21
|
)
|
|||
Working capital and other
|
213
|
|
|
426
|
|
|
54
|
|
|||
|
2,154
|
|
|
2,209
|
|
|
2,008
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Plant and equipment expenditures — utility
|
(1,534
|
)
|
|
(1,451
|
)
|
|
(1,382
|
)
|
|||
Plant and equipment expenditures — non-utility
|
(342
|
)
|
|
(369
|
)
|
|
(102
|
)
|
|||
Proceeds from sale of non-utility business
|
—
|
|
|
255
|
|
|
—
|
|
|||
Proceeds from sale of assets
|
36
|
|
|
38
|
|
|
18
|
|
|||
Acquisition, net of cash acquired
|
—
|
|
|
(198
|
)
|
|
—
|
|
|||
Other
|
(66
|
)
|
|
(44
|
)
|
|
(94
|
)
|
|||
|
(1,906
|
)
|
|
(1,769
|
)
|
|
(1,560
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Issuance of long-term debt
|
1,234
|
|
|
759
|
|
|
1,179
|
|
|||
Redemption of long-term debt
|
(961
|
)
|
|
(639
|
)
|
|
(1,455
|
)
|
|||
Short-term borrowings, net
|
(109
|
)
|
|
(179
|
)
|
|
269
|
|
|||
Issuance of common stock
|
39
|
|
|
39
|
|
|
—
|
|
|||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
(18
|
)
|
|||
Dividends on common stock
|
(445
|
)
|
|
(407
|
)
|
|
(389
|
)
|
|||
Other
|
(19
|
)
|
|
(16
|
)
|
|
(31
|
)
|
|||
|
(261
|
)
|
|
(443
|
)
|
|
(445
|
)
|
|||
Net Increase (Decrease) in Cash and Cash Equivalents
|
$
|
(13
|
)
|
|
$
|
(3
|
)
|
|
$
|
3
|
|
|
Total
|
|
2014
|
|
2015-2016
|
|
2017-2018
|
|
2019
and Beyond
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage bonds, notes and other (a)
|
$
|
7,326
|
|
|
$
|
695
|
|
|
$
|
836
|
|
|
$
|
416
|
|
|
$
|
5,379
|
|
Securitization bonds
|
302
|
|
|
197
|
|
|
105
|
|
|
—
|
|
|
—
|
|
|||||
Junior subordinated debentures
|
480
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
480
|
|
|||||
Capital lease obligations
|
19
|
|
|
8
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|||||
Interest
|
6,091
|
|
|
429
|
|
|
670
|
|
|
631
|
|
|
4,361
|
|
|||||
Operating leases
|
230
|
|
|
35
|
|
|
58
|
|
|
45
|
|
|
92
|
|
|||||
Electric, gas, fuel, transportation and storage purchase obligations (b)
|
8,499
|
|
|
2,577
|
|
|
1,802
|
|
|
645
|
|
|
3,475
|
|
|||||
Other long-term obligations (c)(d)(e)
|
99
|
|
|
40
|
|
|
36
|
|
|
11
|
|
|
12
|
|
|||||
Total obligations
|
$
|
23,046
|
|
|
$
|
3,981
|
|
|
$
|
3,518
|
|
|
$
|
1,748
|
|
|
$
|
13,799
|
|
(a)
|
Excludes $14 million of unamortized discount on debt.
|
(b)
|
Excludes amounts associated with full requirements contracts where no stated minimum purchase volume is required.
|
(c)
|
Includes liabilities for unrecognized tax benefits of $10 million.
|
(d)
|
Excludes other long-term liabilities of $193 million not directly derived from contracts or other agreements.
|
(e)
|
At December 31, 2013, we met the minimum pension funding levels required under the Employee Retirement Income Security Act of 1974 (ERISA) and the Pension Protection Act of 2006 for our defined benefit pension plans. We may contribute more than the minimum funding requirements for our pension plans and may also make contributions to our other postretirement benefit plans; however, these amounts are not included in the table above as such amounts are discretionary. Planned funding levels are disclosed in the Capital Resources and Liquidity and Critical Accounting Estimates sections herein and in Note 20 of the Notes to Consolidated Financial Statements in Item 8 of this Report.
|
Reporting Unit
|
Goodwill
|
|
Fair Value Reduction % (a)
|
|
Discount Rate
|
|
Terminal Multiple (b)
|
|
Valuation Methodology (c)
|
|||||||
|
(In millions)
|
|
|
|
|
|
|
|
|
|||||||
Electric
|
$
|
1,208
|
|
|
|
37
|
|
%
|
|
7
|
|
%
|
|
9.0x
|
|
DCF, assuming stock sale
|
Gas
|
743
|
|
|
|
29
|
|
%
|
|
6
|
|
%
|
|
10.5x
|
|
DCF, assuming stock sale
|
|
Power and Industrial Projects (d)
|
26
|
|
|
|
65
|
|
%
|
|
9
|
|
%
|
|
10.0x
|
|
DCF, assuming asset sale (e)
|
|
Gas Storage and Pipelines
|
24
|
|
|
|
84
|
|
%
|
|
8
|
|
%
|
|
11.0x
|
|
DCF, assuming asset sale
|
|
Energy Trading
|
17
|
|
|
|
15
|
|
%
|
|
11
|
|
%
|
|
n/a
|
|
DCF, assuming asset sale
|
|
|
$
|
2,018
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Percentage by which the fair value of equity of the reporting unit would need to decline to equal its carrying value, including goodwill.
|
(b)
|
Multiple of enterprise value (sum of debt plus equity value) to earnings before interest, taxes, depreciation and amortization (EBITDA).
|
(c)
|
Discounted cash flows (DCF) incorporated 2014-2018 projected cash flows plus a calculated terminal value.
|
(d)
|
Power and Industrial Projects excludes the Biomass reporting unit as this unit has no allocated goodwill.
|
(e)
|
Asset sales were assumed except for Power and Industrial Projects' reduced emissions fuels projects, which assumed stock sales.
|
|
Total
|
||
|
(In millions)
|
||
MTM at December 31, 2012
|
$
|
(4
|
)
|
Reclassify to realized upon settlement
|
(89
|
)
|
|
Changes in fair value recorded to income
|
(11
|
)
|
|
Amounts recorded to unrealized income
|
(100
|
)
|
|
Changes in fair value recorded in regulatory liabilities
|
5
|
|
|
Change in collateral held by (for) others
|
(9
|
)
|
|
Option premiums received and other
|
(5
|
)
|
|
Amounts recorded in other comprehensive income
|
1
|
|
|
MTM at December 31, 2013
|
$
|
(112
|
)
|
Source of Fair Value
|
|
2014
|
|
2015
|
|
2016
|
|
2017
and
Beyond
|
|
Total Fair Value
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Level 1
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
Level 2
|
|
(42
|
)
|
|
(20
|
)
|
|
(2
|
)
|
|
—
|
|
|
(64
|
)
|
|||||
Level 3
|
|
(37
|
)
|
|
(2
|
)
|
|
2
|
|
|
1
|
|
|
(36
|
)
|
|||||
MTM before collateral adjustments
|
|
$
|
(82
|
)
|
|
$
|
(22
|
)
|
|
$
|
—
|
|
|
$
|
1
|
|
|
(103
|
)
|
|
Collateral adjustments
|
|
|
|
|
|
|
|
|
|
(9
|
)
|
|||||||||
MTM at December 31, 2013
|
|
|
|
|
|
|
|
|
|
$
|
(112
|
)
|
|
Credit Exposure
Before Cash
Collateral
|
|
Cash
Collateral
|
|
Net Credit
Exposure
|
||||||
|
(In millions)
|
||||||||||
Investment Grade (a)
|
|
|
|
|
|
||||||
A− and Greater
|
$
|
154
|
|
|
$
|
(33
|
)
|
|
$
|
121
|
|
BBB+ and BBB
|
240
|
|
|
—
|
|
|
240
|
|
|||
BBB−
|
108
|
|
|
—
|
|
|
108
|
|
|||
Total Investment Grade
|
502
|
|
|
(33
|
)
|
|
469
|
|
|||
Non-investment grade (b)
|
1
|
|
|
—
|
|
|
1
|
|
|||
Internally Rated — investment grade (c)
|
173
|
|
|
—
|
|
|
173
|
|
|||
Internally Rated — non-investment grade (d)
|
21
|
|
|
(6
|
)
|
|
15
|
|
|||
Total
|
$
|
697
|
|
|
$
|
(39
|
)
|
|
$
|
658
|
|
(a)
|
This category includes counterparties with minimum credit ratings of Baa3 assigned by Moody’s Investors Service (Moody’s) and BBB- assigned by Standard & Poor’s Rating Group (Standard & Poor’s). The five largest counterparty exposures combined for this category represented approximately 31% 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 less than 1% of the total gross credit exposure.
|
(c)
|
This category includes counterparties that have not been rated by Moody’s or Standard & Poor’s, but are considered investment grade based on DTE Energy’s evaluation of the counterparty’s creditworthiness. The five largest counterparty exposures combined for this category represented approximately 18% 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 approximately 2% of the total gross credit exposure.
|
|
Assuming a
10% Increase in Rates
|
|
Assuming a
10% Decrease in Rates
|
|
|
||||||||||||
|
As of December 31,
|
|
As of December 31,
|
|
|
||||||||||||
Activity
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
Change in the Fair Value of
|
||||||||
|
(In millions)
|
|
|
||||||||||||||
Coal contracts
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
Commodity contracts
|
Gas contracts
|
$
|
(21
|
)
|
|
$
|
(4
|
)
|
|
$
|
21
|
|
|
$
|
3
|
|
|
Commodity contracts
|
Power contracts
|
$
|
14
|
|
|
$
|
4
|
|
|
$
|
(13
|
)
|
|
$
|
(5
|
)
|
|
Commodity contracts
|
Interest rate risk
|
$
|
(291
|
)
|
|
$
|
(247
|
)
|
|
$
|
309
|
|
|
$
|
260
|
|
|
Long-term debt
|
Foreign currency exchange risk
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Forward contracts
|
Discount rates
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Commodity contracts
|
|
Page
|
Financial Statement Schedule
|
|
|
Year Ended December 31
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions, except per share amounts)
|
||||||||||
Operating Revenues
|
$
|
9,661
|
|
|
$
|
8,791
|
|
|
$
|
8,858
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|||
Fuel, purchased power and gas
|
4,055
|
|
|
3,296
|
|
|
3,537
|
|
|||
Operation and maintenance
|
2,978
|
|
|
2,892
|
|
|
2,612
|
|
|||
Depreciation, depletion and amortization
|
1,094
|
|
|
995
|
|
|
977
|
|
|||
Taxes other than income
|
340
|
|
|
332
|
|
|
310
|
|
|||
Asset (gains) and losses, reserves and impairments, net
|
(9
|
)
|
|
(3
|
)
|
|
1
|
|
|||
|
8,458
|
|
|
7,512
|
|
|
7,437
|
|
|||
Operating Income
|
1,203
|
|
|
1,279
|
|
|
1,421
|
|
|||
Other (Income) and Deductions
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
436
|
|
|
440
|
|
|
488
|
|
|||
Interest income
|
(9
|
)
|
|
(10
|
)
|
|
(10
|
)
|
|||
Other income
|
(201
|
)
|
|
(173
|
)
|
|
(117
|
)
|
|||
Other expenses
|
55
|
|
|
62
|
|
|
69
|
|
|||
|
281
|
|
|
319
|
|
|
430
|
|
|||
Income Before Income Taxes
|
922
|
|
|
960
|
|
|
991
|
|
|||
Income Tax Expense
|
254
|
|
|
286
|
|
|
268
|
|
|||
Income from Continuing Operations
|
668
|
|
|
674
|
|
|
723
|
|
|||
Loss from Discontinued Operations, net of tax
|
—
|
|
|
(56
|
)
|
|
(3
|
)
|
|||
Net Income
|
668
|
|
|
618
|
|
|
720
|
|
|||
Less: Net Income Attributable to Noncontrolling Interest
|
7
|
|
|
8
|
|
|
9
|
|
|||
Net Income Attributable to DTE Energy Company
|
$
|
661
|
|
|
$
|
610
|
|
|
$
|
711
|
|
|
|
|
|
|
|
||||||
Basic Earnings per Common Share
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
3.76
|
|
|
$
|
3.89
|
|
|
$
|
4.21
|
|
Loss from discontinued operations, net of tax
|
—
|
|
|
(0.33
|
)
|
|
(0.02
|
)
|
|||
Total
|
$
|
3.76
|
|
|
$
|
3.56
|
|
|
$
|
4.19
|
|
|
|
|
|
|
|
||||||
Diluted Earnings per Common Share
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
3.76
|
|
|
$
|
3.88
|
|
|
$
|
4.20
|
|
Loss from discontinued operations, net of tax
|
—
|
|
|
(0.33
|
)
|
|
(0.02
|
)
|
|||
Total
|
$
|
3.76
|
|
|
$
|
3.55
|
|
|
$
|
4.18
|
|
|
|
|
|
|
|
||||||
Weighted Average Common Shares Outstanding
|
|
|
|
|
|
|
|
|
|||
Basic
|
175
|
|
|
171
|
|
|
169
|
|
|||
Diluted
|
175
|
|
|
172
|
|
|
170
|
|
|||
Dividends Declared per Common Share
|
$
|
2.59
|
|
|
$
|
2.42
|
|
|
$
|
2.32
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Net income
|
$
|
668
|
|
|
$
|
618
|
|
|
$
|
720
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Benefit obligations, net of taxes of $13, $(1) and $(5)
|
22
|
|
|
(2
|
)
|
|
(9
|
)
|
|||
Net unrealized gains on investments during the period, net of taxes of $1, $1 and $—
|
2
|
|
|
1
|
|
|
—
|
|
|||
Foreign currency translation, net of taxes of $(1), $— and $—
|
(2
|
)
|
|
1
|
|
|
—
|
|
|||
Other comprehensive income (loss)
|
22
|
|
|
—
|
|
|
(9
|
)
|
|||
|
|
|
|
|
|
||||||
Comprehensive income
|
690
|
|
|
618
|
|
|
711
|
|
|||
Less comprehensive income attributable to noncontrolling interests
|
7
|
|
|
8
|
|
|
9
|
|
|||
Comprehensive income attributable to DTE Energy Company
|
$
|
683
|
|
|
$
|
610
|
|
|
$
|
702
|
|
|
Year Ended December 31
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
668
|
|
|
$
|
618
|
|
|
$
|
720
|
|
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
|
|
||||||
Depreciation, depletion and amortization
|
1,094
|
|
|
1,018
|
|
|
995
|
|
|||
Nuclear fuel amortization
|
38
|
|
|
29
|
|
|
46
|
|
|||
Allowance for equity funds used during construction
|
(15
|
)
|
|
(13
|
)
|
|
(6
|
)
|
|||
Deferred income taxes
|
164
|
|
|
47
|
|
|
220
|
|
|||
Loss on sale of non-utility business
|
—
|
|
|
83
|
|
|
—
|
|
|||
Asset (gains) and losses, reserves and impairments, net
|
(8
|
)
|
|
1
|
|
|
(21
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
(154
|
)
|
|
52
|
|
|
71
|
|
|||
Inventories
|
123
|
|
|
35
|
|
|
(129
|
)
|
|||
Accounts payable
|
14
|
|
|
40
|
|
|
(23
|
)
|
|||
Derivative assets and liabilities
|
107
|
|
|
53
|
|
|
(94
|
)
|
|||
Accrued pension obligation
|
(644
|
)
|
|
280
|
|
|
432
|
|
|||
Accrued postretirement obligation
|
(526
|
)
|
|
(323
|
)
|
|
209
|
|
|||
Regulatory assets and liabilities
|
1,269
|
|
|
278
|
|
|
(662
|
)
|
|||
Other assets
|
(24
|
)
|
|
55
|
|
|
44
|
|
|||
Other liabilities
|
48
|
|
|
(44
|
)
|
|
206
|
|
|||
Net cash from operating activities
|
2,154
|
|
|
2,209
|
|
|
2,008
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Plant and equipment expenditures — utility
|
(1,534
|
)
|
|
(1,451
|
)
|
|
(1,382
|
)
|
|||
Plant and equipment expenditures — non-utility
|
(342
|
)
|
|
(369
|
)
|
|
(102
|
)
|
|||
Proceeds from sale of non-utility business
|
—
|
|
|
255
|
|
|
—
|
|
|||
Proceeds from sale of assets
|
36
|
|
|
38
|
|
|
18
|
|
|||
Restricted cash for debt redemption, principally Securitization
|
(1
|
)
|
|
2
|
|
|
(5
|
)
|
|||
Acquisition, net of cash acquired
|
—
|
|
|
(198
|
)
|
|
—
|
|
|||
Proceeds from sale of nuclear decommissioning trust fund assets
|
1,118
|
|
|
759
|
|
|
833
|
|
|||
Investment in nuclear decommissioning trust funds
|
(1,134
|
)
|
|
(764
|
)
|
|
(850
|
)
|
|||
Other
|
(49
|
)
|
|
(41
|
)
|
|
(72
|
)
|
|||
Net cash used for investing activities
|
(1,906
|
)
|
|
(1,769
|
)
|
|
(1,560
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Issuance of long-term debt, net of issuance costs
|
1,234
|
|
|
759
|
|
|
1,179
|
|
|||
Redemption of long-term debt
|
(961
|
)
|
|
(639
|
)
|
|
(1,455
|
)
|
|||
Short-term borrowings, net
|
(109
|
)
|
|
(179
|
)
|
|
269
|
|
|||
Issuance of common stock
|
39
|
|
|
39
|
|
|
—
|
|
|||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
(18
|
)
|
|||
Dividends on common stock
|
(445
|
)
|
|
(407
|
)
|
|
(389
|
)
|
|||
Other
|
(19
|
)
|
|
(16
|
)
|
|
(31
|
)
|
|||
Net cash used for financing activities
|
(261
|
)
|
|
(443
|
)
|
|
(445
|
)
|
|||
Net Increase (Decrease) in Cash and Cash Equivalents
|
(13
|
)
|
|
(3
|
)
|
|
3
|
|
|||
Cash and Cash Equivalents at Beginning of Period
|
65
|
|
|
68
|
|
|
65
|
|
|||
Cash and Cash Equivalents at End of Period
|
$
|
52
|
|
|
$
|
65
|
|
|
$
|
68
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash information
|
|
|
|
|
|
||||||
Cash paid (received) for:
|
|
|
|
|
|
||||||
Interest (net of interest capitalized)
|
$
|
418
|
|
|
$
|
438
|
|
|
$
|
485
|
|
Income taxes
|
$
|
121
|
|
|
$
|
173
|
|
|
$
|
(205
|
)
|
|
|
|
|
|
|
||||||
Supplemental disclosure of non-cash information
|
|
|
|
|
|
||||||
Common stock issued for employee benefit and compensation plans
|
$
|
293
|
|
|
$
|
155
|
|
|
$
|
15
|
|
Plant and equipment expenditures in accounts payable
|
$
|
329
|
|
|
$
|
235
|
|
|
$
|
212
|
|
|
December 31
|
||||||
|
2013
|
|
2012
|
||||
|
(In millions, except shares)
|
||||||
LIABILITIES AND EQUITY
|
|||||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
962
|
|
|
$
|
848
|
|
Accrued interest
|
90
|
|
|
93
|
|
||
Dividends payable
|
116
|
|
|
107
|
|
||
Short-term borrowings
|
131
|
|
|
240
|
|
||
Current portion long-term debt, including capital leases
|
898
|
|
|
817
|
|
||
Derivative liabilities
|
195
|
|
|
125
|
|
||
Regulatory liabilities
|
302
|
|
|
89
|
|
||
Other
|
495
|
|
|
449
|
|
||
|
3,189
|
|
|
2,768
|
|
||
Long-Term Debt (net of current portion)
|
|
|
|
||||
Mortgage bonds, notes and other
|
6,618
|
|
|
6,220
|
|
||
Securitization bonds
|
105
|
|
|
302
|
|
||
Junior subordinated debentures
|
480
|
|
|
480
|
|
||
Capital lease obligations
|
11
|
|
|
12
|
|
||
|
7,214
|
|
|
7,014
|
|
||
Other Liabilities
|
|
|
|
|
|
||
Deferred income taxes
|
3,321
|
|
|
3,191
|
|
||
Regulatory liabilities
|
862
|
|
|
1,031
|
|
||
Asset retirement obligations
|
1,827
|
|
|
1,719
|
|
||
Unamortized investment tax credit
|
47
|
|
|
56
|
|
||
Derivative liabilities
|
43
|
|
|
26
|
|
||
Accrued pension liability
|
653
|
|
|
1,498
|
|
||
Accrued postretirement liability
|
350
|
|
|
1,160
|
|
||
Nuclear decommissioning
|
178
|
|
|
159
|
|
||
Other
|
297
|
|
|
306
|
|
||
|
7,578
|
|
|
9,146
|
|
||
Commitments and Contingencies (Notes 11 and 19)
|
|
|
|
||||
|
|
|
|
||||
Equity
|
|
|
|
||||
Common stock, without par value, 400,000,000 shares authorized, 177,087,230 and 172,351,680 shares issued and outstanding, respectively
|
3,907
|
|
|
3,587
|
|
||
Retained earnings
|
4,150
|
|
|
3,944
|
|
||
Accumulated other comprehensive loss
|
(136
|
)
|
|
(158
|
)
|
||
Total DTE Energy Company Equity
|
7,921
|
|
|
7,373
|
|
||
Noncontrolling interests
|
33
|
|
|
38
|
|
||
Total Equity
|
7,954
|
|
|
7,411
|
|
||
Total Liabilities and Equity
|
$
|
25,935
|
|
|
$
|
26,339
|
|
|
|
|
|
|
|
|
Accumulated
Other Comprehensive Loss
|
|
Non-Controlling Interests
|
|
|
|||||||||||
|
Common Stock
|
|
Retained Earnings
|
|
|
|
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
Total
|
||||||||||||||
|
(Dollars in millions, shares in thousands)
|
|||||||||||||||||||||
Balance, December 31, 2010
|
169,428
|
|
|
$
|
3,440
|
|
|
$
|
3,431
|
|
|
$
|
(149
|
)
|
|
$
|
45
|
|
|
$
|
6,767
|
|
Net income
|
—
|
|
|
—
|
|
|
711
|
|
|
—
|
|
|
9
|
|
|
720
|
|
|||||
Dividends declared on common stock
|
—
|
|
|
—
|
|
|
(392
|
)
|
|
—
|
|
|
—
|
|
|
(392
|
)
|
|||||
Repurchase of common stock
|
(1,184
|
)
|
|
(58
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58
|
)
|
|||||
Benefit obligations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|||||
Stock-based compensation, distributions to noncontrolling interests and other
|
1,003
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
25
|
|
|||||
Balance, December 31, 2011
|
169,247
|
|
|
$
|
3,417
|
|
|
$
|
3,750
|
|
|
$
|
(158
|
)
|
|
$
|
44
|
|
|
$
|
7,053
|
|
Net Income
|
—
|
|
|
—
|
|
|
610
|
|
|
—
|
|
|
8
|
|
|
618
|
|
|||||
Dividends declared on common stock
|
—
|
|
|
—
|
|
|
(414
|
)
|
|
—
|
|
|
—
|
|
|
(414
|
)
|
|||||
Issuance of common stock
|
684
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|||||
Contribution of common stock to pension plan
|
1,335
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|||||
Foreign currency translation, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Benefit obligations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Net change in unrealized losses on investments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Stock-based compensation, distributions to noncontrolling interests and other
|
1,086
|
|
|
51
|
|
|
(2
|
)
|
|
—
|
|
|
(14
|
)
|
|
35
|
|
|||||
Balance, December 31, 2012
|
172,352
|
|
|
$
|
3,587
|
|
|
$
|
3,944
|
|
|
$
|
(158
|
)
|
|
$
|
38
|
|
|
$
|
7,411
|
|
Net Income
|
—
|
|
|
—
|
|
|
661
|
|
|
—
|
|
|
7
|
|
|
668
|
|
|||||
Dividends declared on common stock
|
—
|
|
|
—
|
|
|
(454
|
)
|
|
—
|
|
|
—
|
|
|
(454
|
)
|
|||||
Issuance of common stock
|
589
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|||||
Contribution of common stock to pension plan
|
3,026
|
|
|
200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200
|
|
|||||
Foreign currency translation, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Benefit obligations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
|||||
Net change in unrealized losses on investments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
Stock-based compensation, distributions to noncontrolling interests and other
|
1,120
|
|
|
81
|
|
|
(1
|
)
|
|
—
|
|
|
(12
|
)
|
|
68
|
|
|||||
Balance, December 31, 2013
|
177,087
|
|
|
$
|
3,907
|
|
|
$
|
4,150
|
|
|
$
|
(136
|
)
|
|
$
|
33
|
|
|
$
|
7,954
|
|
•
|
DTE Electric, an electric utility engaged in the generation, purchase, distribution and sale of electricity to approximately
2.1 million
customers in southeastern Michigan;
|
•
|
DTE Gas, a natural gas utility engaged in the purchase, storage, transportation, distribution and sale of natural gas to approximately
1.2 million
customers throughout Michigan and the sale of storage and transportation capacity; and
|
•
|
Other businesses involved in 1) natural gas pipelines, gathering and storage; 2) power and industrial projects; and 3) energy marketing and trading operations.
|
|
December 31, 2013
|
December 31, 2012
|
|||||||||||||||||||||
|
Securitization
|
|
Other
|
|
Total
|
|
Securitization
|
|
Other
|
|
Total
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
10
|
|
Restricted cash
|
100
|
|
|
8
|
|
|
108
|
|
|
102
|
|
|
7
|
|
|
109
|
|
||||||
Accounts receivable
|
34
|
|
|
16
|
|
|
50
|
|
|
34
|
|
|
7
|
|
|
41
|
|
||||||
Inventories
|
—
|
|
|
118
|
|
|
118
|
|
|
—
|
|
|
141
|
|
|
141
|
|
||||||
Other current assets
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||
Property, plant and equipment
|
—
|
|
|
99
|
|
|
99
|
|
|
—
|
|
|
93
|
|
|
93
|
|
||||||
Securitized regulatory assets
|
231
|
|
|
—
|
|
|
231
|
|
|
413
|
|
|
—
|
|
|
413
|
|
||||||
Other assets
|
4
|
|
|
8
|
|
|
12
|
|
|
7
|
|
|
11
|
|
|
18
|
|
||||||
|
$
|
369
|
|
|
$
|
262
|
|
|
$
|
631
|
|
|
$
|
556
|
|
|
$
|
270
|
|
|
$
|
826
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accrued current liabilities
|
$
|
7
|
|
|
$
|
23
|
|
|
$
|
30
|
|
|
$
|
11
|
|
|
$
|
14
|
|
|
$
|
25
|
|
Current portion long-term debt, including capital leases
|
196
|
|
|
9
|
|
|
205
|
|
|
177
|
|
|
8
|
|
|
185
|
|
||||||
Current regulatory liabilities
|
43
|
|
|
—
|
|
|
43
|
|
|
50
|
|
|
—
|
|
|
50
|
|
||||||
Other current liabilities
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
4
|
|
||||||
Mortgage bonds, notes and other
|
—
|
|
|
21
|
|
|
21
|
|
|
—
|
|
|
25
|
|
|
25
|
|
||||||
Securitization bonds
|
105
|
|
|
—
|
|
|
105
|
|
|
302
|
|
|
—
|
|
|
302
|
|
||||||
Capital lease obligations
|
—
|
|
|
7
|
|
|
7
|
|
|
—
|
|
|
11
|
|
|
11
|
|
||||||
Other long-term liabilities
|
8
|
|
|
2
|
|
|
10
|
|
|
7
|
|
|
2
|
|
|
9
|
|
||||||
|
$
|
359
|
|
|
$
|
66
|
|
|
$
|
425
|
|
|
$
|
547
|
|
|
$
|
64
|
|
|
$
|
611
|
|
|
December 31,
2013
|
|
December 31,
2012
|
||||
|
(In millions)
|
||||||
Other investments
|
$
|
141
|
|
|
$
|
130
|
|
Notes receivable
|
$
|
8
|
|
|
$
|
6
|
|
|
Changes in Accumulated Other Comprehensive Loss by Component (a)
|
||||||||||||||||||
|
For The Year Ended December 31, 2013
|
||||||||||||||||||
|
Net
Unrealized
Gain/(Loss)
on Derivatives
|
|
Net
Unrealized
Gain/(Loss)
on Investments
|
|
Benefit
Obligations
(b)
|
|
Foreign
Currency
Translation
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Beginning balances December 31, 2012
|
$
|
(4
|
)
|
|
$
|
(8
|
)
|
|
$
|
(148
|
)
|
|
$
|
2
|
|
|
$
|
(158
|
)
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
2
|
|
|
13
|
|
|
(2
|
)
|
|
13
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|||||
Net current-period other comprehensive income (loss)
|
—
|
|
|
2
|
|
|
22
|
|
|
(2
|
)
|
|
22
|
|
|||||
Ending balances December 31, 2013
|
$
|
(4
|
)
|
|
$
|
(6
|
)
|
|
$
|
(126
|
)
|
|
$
|
—
|
|
|
$
|
(136
|
)
|
(a)
|
All amounts are net of tax.
|
(b)
|
The amounts reclassified from accumulated other comprehensive income (loss) are included in the computation of the net periodic pension and other postretirement benefit costs (see Note 20).
|
|
December 31,
|
|
December 31,
|
||||
|
2013
|
|
2012
|
||||
|
(In millions)
|
||||||
Emission allowances
|
$
|
2
|
|
|
$
|
6
|
|
Renewable energy credits
|
51
|
|
|
44
|
|
||
Contract intangible assets
|
126
|
|
|
139
|
|
||
|
179
|
|
|
189
|
|
||
Less accumulated amortization
|
45
|
|
|
34
|
|
||
Intangible assets, net
|
134
|
|
|
155
|
|
||
Less current intangible assets
|
12
|
|
|
20
|
|
||
|
$
|
122
|
|
|
$
|
135
|
|
Estimated amortization expense
|
(In millions)
|
||
2014
|
$
|
13
|
|
2015
|
$
|
12
|
|
2016
|
$
|
11
|
|
2017
|
$
|
8
|
|
2018
|
$
|
8
|
|
Note
|
|
Title
|
3
|
|
Fair Value
|
4
|
|
Financial and Other Derivative Instruments
|
10
|
|
Asset Retirement Obligations
|
11
|
|
Regulatory Matters
|
12
|
|
Income Taxes
|
21
|
|
Stock-based Compensation
|
•
|
Level 1
— Consists of unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date.
|
•
|
Level 2
— Consists of inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.
|
•
|
Level 3
— Consists of unobservable inputs for assets or liabilities whose fair value is estimated based on internally developed models or methodologies using inputs that are generally less readily observable and supported by little, if any, market activity at the measurement date. Unobservable inputs are developed based on the best available information and subject to cost-benefit constraints.
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting (a)
|
|
Net Balance
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting (a)
|
|
Net Balance
|
||||||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Cash equivalents (b)
|
$
|
10
|
|
|
$
|
115
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
125
|
|
|
$
|
—
|
|
|
$
|
123
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
123
|
|
Nuclear decommissioning trusts
|
779
|
|
|
412
|
|
|
—
|
|
|
—
|
|
|
1,191
|
|
|
694
|
|
|
343
|
|
|
—
|
|
|
—
|
|
|
1,037
|
|
||||||||||
Other investments (c) (d)
|
92
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
136
|
|
|
66
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
110
|
|
||||||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Natural Gas
|
273
|
|
|
89
|
|
|
34
|
|
|
(382
|
)
|
|
14
|
|
|
555
|
|
|
66
|
|
|
24
|
|
|
(605
|
)
|
|
40
|
|
||||||||||
Electricity
|
—
|
|
|
261
|
|
|
139
|
|
|
(291
|
)
|
|
109
|
|
|
—
|
|
|
226
|
|
|
134
|
|
|
(258
|
)
|
|
102
|
|
||||||||||
Other
|
33
|
|
|
1
|
|
|
3
|
|
|
(34
|
)
|
|
3
|
|
|
6
|
|
|
3
|
|
|
2
|
|
|
(6
|
)
|
|
5
|
|
||||||||||
Total derivative assets
|
306
|
|
|
351
|
|
|
176
|
|
|
(707
|
)
|
|
126
|
|
|
561
|
|
|
295
|
|
|
160
|
|
|
(869
|
)
|
|
147
|
|
||||||||||
Total
|
$
|
1,187
|
|
|
$
|
922
|
|
|
$
|
176
|
|
|
$
|
(707
|
)
|
|
$
|
1,578
|
|
|
$
|
1,321
|
|
|
$
|
805
|
|
|
$
|
160
|
|
|
$
|
(869
|
)
|
|
$
|
1,417
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Commodity Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Natural Gas
|
$
|
(277
|
)
|
|
$
|
(140
|
)
|
|
$
|
(86
|
)
|
|
$
|
395
|
|
|
$
|
(108
|
)
|
|
$
|
(526
|
)
|
|
$
|
(73
|
)
|
|
$
|
(62
|
)
|
|
$
|
605
|
|
|
$
|
(56
|
)
|
Electricity
|
—
|
|
|
(272
|
)
|
|
(126
|
)
|
|
269
|
|
|
(129
|
)
|
|
—
|
|
|
(240
|
)
|
|
(111
|
)
|
|
258
|
|
|
(93
|
)
|
||||||||||
Other
|
(32
|
)
|
|
(2
|
)
|
|
—
|
|
|
34
|
|
|
—
|
|
|
(6
|
)
|
|
(1
|
)
|
|
—
|
|
|
6
|
|
|
(1
|
)
|
||||||||||
Other derivative contracts (f)
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||||||
Total derivative liabilities
|
(309
|
)
|
|
(415
|
)
|
|
(212
|
)
|
|
698
|
|
|
(238
|
)
|
|
(532
|
)
|
|
(315
|
)
|
|
(173
|
)
|
|
869
|
|
|
(151
|
)
|
||||||||||
Total
|
$
|
(309
|
)
|
|
$
|
(415
|
)
|
|
$
|
(212
|
)
|
|
$
|
698
|
|
|
$
|
(238
|
)
|
|
$
|
(532
|
)
|
|
$
|
(315
|
)
|
|
$
|
(173
|
)
|
|
$
|
869
|
|
|
$
|
(151
|
)
|
Net Assets (liabilities) at the end of the period
|
$
|
878
|
|
|
$
|
507
|
|
|
$
|
(36
|
)
|
|
$
|
(9
|
)
|
|
$
|
1,340
|
|
|
$
|
789
|
|
|
$
|
490
|
|
|
$
|
(13
|
)
|
|
$
|
—
|
|
|
$
|
1,266
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Current
|
$
|
277
|
|
|
$
|
400
|
|
|
$
|
139
|
|
|
$
|
(592
|
)
|
|
$
|
224
|
|
|
$
|
493
|
|
|
$
|
372
|
|
|
$
|
120
|
|
|
$
|
(754
|
)
|
|
$
|
231
|
|
Noncurrent (e)
|
910
|
|
|
522
|
|
|
37
|
|
|
(115
|
)
|
|
1,354
|
|
|
828
|
|
|
433
|
|
|
40
|
|
|
(115
|
)
|
|
1,186
|
|
||||||||||
Total Assets
|
$
|
1,187
|
|
|
$
|
922
|
|
|
$
|
176
|
|
|
$
|
(707
|
)
|
|
$
|
1,578
|
|
|
$
|
1,321
|
|
|
$
|
805
|
|
|
$
|
160
|
|
|
$
|
(869
|
)
|
|
$
|
1,417
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Current
|
$
|
(268
|
)
|
|
$
|
(328
|
)
|
|
$
|
(177
|
)
|
|
$
|
578
|
|
|
$
|
(195
|
)
|
|
$
|
(466
|
)
|
|
$
|
(269
|
)
|
|
$
|
(144
|
)
|
|
$
|
754
|
|
|
$
|
(125
|
)
|
Noncurrent
|
(41
|
)
|
|
(87
|
)
|
|
(35
|
)
|
|
120
|
|
|
(43
|
)
|
|
(66
|
)
|
|
(46
|
)
|
|
(29
|
)
|
|
115
|
|
|
(26
|
)
|
||||||||||
Total Liabilities
|
$
|
(309
|
)
|
|
$
|
(415
|
)
|
|
$
|
(212
|
)
|
|
$
|
698
|
|
|
$
|
(238
|
)
|
|
$
|
(532
|
)
|
|
$
|
(315
|
)
|
|
$
|
(173
|
)
|
|
$
|
869
|
|
|
$
|
(151
|
)
|
Net Assets (liabilities) at the end of the period
|
$
|
878
|
|
|
$
|
507
|
|
|
$
|
(36
|
)
|
|
$
|
(9
|
)
|
|
$
|
1,340
|
|
|
$
|
789
|
|
|
$
|
490
|
|
|
$
|
(13
|
)
|
|
$
|
—
|
|
|
$
|
1,266
|
|
(a)
|
Amounts represent the impact of master netting agreements that allow the Company to net gain and loss positions and cash collateral held or placed with the same counterparties.
|
(b)
|
At December 31, 2013, available-for-sale securities of
$125 million
included $
109 million
and $
16 million
of cash equivalents included in Restricted cash and Other investments on the Consolidated Statements of Financial Position, respectively. At December 31, 2012, available-for-sale securities of
$123 million
, included $
109 million
and $
14 million
of cash equivalents included in Restricted cash and Other investments on the Consolidated Statements of Financial Position, respectively.
|
(c)
|
Excludes cash surrender value of life insurance investments.
|
(d)
|
Available-for-sale equity securities of
$7 million
at December 31, 2013 and
$5 million
at December 31, 2012 are included in Other investments on the Consolidated Statements of Financial Position.
|
(e)
|
Includes $
136 million
and $
110 million
of Other investments that are included in the Consolidated Statements of Financial Position in Other investments at December 31, 2013 and 2012, respectively.
|
(f)
|
Includes Interest rate contracts and Foreign currency exchange contracts.
|
|
Year Ended December 31, 2013
|
|
Year Ended December 31, 2012
|
||||||||||||||||||||||||||||
|
Natural Gas
|
|
Electricity
|
|
Other
|
|
Total
|
|
Natural Gas
|
|
Electricity
|
|
Other
|
|
Total
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Net Assets (Liabilities) as of December 31
|
$
|
(38
|
)
|
|
$
|
23
|
|
|
$
|
2
|
|
|
$
|
(13
|
)
|
|
$
|
6
|
|
|
$
|
32
|
|
|
$
|
6
|
|
|
$
|
44
|
|
Transfers into Level 3
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||||
Total gains (losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Included in earnings
|
(32
|
)
|
|
75
|
|
|
—
|
|
|
43
|
|
|
(41
|
)
|
|
101
|
|
|
—
|
|
|
60
|
|
||||||||
Recorded in regulatory assets/liabilities
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
15
|
|
||||||||
Purchases, issuances and settlements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Purchases
|
(8
|
)
|
|
1
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||||
Issuances
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Settlements
|
25
|
|
|
(85
|
)
|
|
(4
|
)
|
|
(64
|
)
|
|
(4
|
)
|
|
(112
|
)
|
|
(19
|
)
|
|
(135
|
)
|
||||||||
Net Assets (Liabilities) as of December 31
|
$
|
(52
|
)
|
|
$
|
13
|
|
|
$
|
3
|
|
|
$
|
(36
|
)
|
|
$
|
(38
|
)
|
|
$
|
23
|
|
|
$
|
2
|
|
|
$
|
(13
|
)
|
The amount of total gains (losses) included in net income attributed to the change in unrealized gains (losses) related to assets and liabilities held at December 31, 2013 and 2012 and reflected in Operating revenues and Fuel, purchased power and gas in the Consolidated Statements of Operations
|
$
|
(49
|
)
|
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
(33
|
)
|
|
$
|
91
|
|
|
$
|
—
|
|
|
$
|
58
|
|
|
Year Ended December 31, 2013
|
Year Ended December 31, 2012
|
|||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
|
(In millions)
|
||||||||||||||||||||
Transfers into Level 1 from
|
$ N/A
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$ N/A
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Transfers into Level 2 from
|
—
|
|
|
N/A
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
—
|
|
||||
Transfers into Level 3 from
|
—
|
|
|
1
|
|
|
N/A
|
|
|
—
|
|
|
1
|
|
|
N/A
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||||||||||
|
Carrying
|
|
Fair Value
|
|
Carrying
|
|
Fair Value
|
||||||||||||||||||||||||
|
Amount
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Amount
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Notes receivable, excluding capital leases
|
$
|
41
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
41
|
|
|
$
|
39
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39
|
|
Dividends payable
|
$
|
116
|
|
|
$
|
116
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
107
|
|
|
$
|
107
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term borrowings
|
$
|
131
|
|
|
$
|
—
|
|
|
$
|
131
|
|
|
$
|
—
|
|
|
$
|
240
|
|
|
$
|
—
|
|
|
$
|
240
|
|
|
$
|
—
|
|
Long-term debt
|
$
|
8,094
|
|
|
$
|
425
|
|
|
$
|
7,551
|
|
|
$
|
499
|
|
|
$
|
7,813
|
|
|
$
|
507
|
|
|
$
|
7,453
|
|
|
$
|
933
|
|
|
December 31,
2013
|
|
December 31,
2012
|
||||
|
(In millions)
|
||||||
Fermi 2
|
$
|
1,172
|
|
|
$
|
1,021
|
|
Fermi 1
|
3
|
|
|
3
|
|
||
Low level radioactive waste
|
16
|
|
|
13
|
|
||
Total
|
$
|
1,191
|
|
|
$
|
1,037
|
|
|
Year Ended December 31
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Realized gains
|
$
|
83
|
|
|
$
|
37
|
|
|
$
|
46
|
|
Realized losses
|
$
|
(41
|
)
|
|
$
|
(31
|
)
|
|
$
|
(38
|
)
|
Proceeds from sales of securities
|
$
|
1,118
|
|
|
$
|
759
|
|
|
$
|
833
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
|
Fair
Value
|
|
Unrealized
Gains
|
|
Fair
Value
|
|
Unrealized
Gains
|
||||||||
|
(In millions)
|
||||||||||||||
Equity securities
|
$
|
730
|
|
|
$
|
201
|
|
|
$
|
631
|
|
|
$
|
122
|
|
Debt securities
|
442
|
|
|
12
|
|
|
399
|
|
|
27
|
|
||||
Cash and cash equivalents
|
19
|
|
|
—
|
|
|
7
|
|
|
—
|
|
||||
|
$
|
1,191
|
|
|
$
|
213
|
|
|
$
|
1,037
|
|
|
$
|
149
|
|
•
|
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.
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
|
Derivative Assets
|
|
Derivative Liabilities
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||
|
(In millions)
|
||||||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange contracts
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Commodity Contracts:
|
|
|
|
|
|
|
|
|
|
||||||
Natural Gas
|
396
|
|
|
(503
|
)
|
|
645
|
|
|
(661
|
)
|
||||
Electricity
|
400
|
|
|
(398
|
)
|
|
360
|
|
|
(351
|
)
|
||||
Other
|
37
|
|
|
(34
|
)
|
|
11
|
|
|
(7
|
)
|
||||
Total derivatives not designated as hedging instruments:
|
$
|
833
|
|
|
$
|
(936
|
)
|
|
$
|
1,016
|
|
|
$
|
(1,019
|
)
|
Total derivatives:
|
|
|
|
|
|
|
|
||||||||
Current
|
$
|
691
|
|
|
$
|
(773
|
)
|
|
$
|
862
|
|
|
$
|
(879
|
)
|
Noncurrent
|
142
|
|
|
(163
|
)
|
|
154
|
|
|
(141
|
)
|
||||
Total derivatives
|
$
|
833
|
|
|
$
|
(936
|
)
|
|
$
|
1,016
|
|
|
$
|
(1,020
|
)
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
Gross Amounts of Recognized Assets (Liabilities)
|
|
Gross Amounts Offset in the Consolidated Statements of Financial Position
|
|
Net Amounts of Assets (Liabilities) Presented in the Consolidated Statements of Financial Position
|
|
Gross Amounts of Recognized Assets (Liabilities)
|
|
Gross Amounts Offset in the Consolidated Statements of Financial Position
|
|
Net Amounts of Assets (Liabilities) Presented in the Consolidated Statements of Financial Position
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Natural Gas
|
$
|
396
|
|
|
$
|
(382
|
)
|
|
$
|
14
|
|
|
$
|
645
|
|
|
$
|
(605
|
)
|
|
$
|
40
|
|
Electricity
|
400
|
|
|
(291
|
)
|
|
109
|
|
|
360
|
|
|
(258
|
)
|
|
102
|
|
||||||
Other
|
37
|
|
|
(34
|
)
|
|
3
|
|
|
11
|
|
|
(6
|
)
|
|
5
|
|
||||||
Total derivative assets
|
$
|
833
|
|
|
$
|
(707
|
)
|
|
$
|
126
|
|
|
$
|
1,016
|
|
|
$
|
(869
|
)
|
|
$
|
147
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Natural Gas
|
$
|
(503
|
)
|
|
$
|
395
|
|
|
$
|
(108
|
)
|
|
$
|
(661
|
)
|
|
$
|
605
|
|
|
$
|
(56
|
)
|
Electricity
|
(398
|
)
|
|
269
|
|
|
(129
|
)
|
|
(351
|
)
|
|
258
|
|
|
(93
|
)
|
||||||
Other
|
(34
|
)
|
|
34
|
|
|
—
|
|
|
(7
|
)
|
|
6
|
|
|
(1
|
)
|
||||||
Other derivative liabilities
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Total derivative liabilities
|
$
|
(936
|
)
|
|
$
|
698
|
|
|
$
|
(238
|
)
|
|
$
|
(1,020
|
)
|
|
$
|
869
|
|
|
$
|
(151
|
)
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||||||||||
|
Derivative Assets
|
|
Derivative Liabilities
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||||||||||||||||
|
Current
|
|
Noncurrent
|
|
Current
|
|
Noncurrent
|
|
Current
|
|
Noncurrent
|
|
Current
|
|
Noncurrent
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Reconciliation of derivative instruments to Consolidated Statements of Financial Position:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total fair value of derivatives
|
$
|
691
|
|
|
$
|
142
|
|
|
$
|
(773
|
)
|
|
$
|
(163
|
)
|
|
$
|
862
|
|
|
$
|
154
|
|
|
$
|
(879
|
)
|
|
$
|
(141
|
)
|
Counterparty netting
|
(566
|
)
|
|
(115
|
)
|
|
566
|
|
|
115
|
|
|
(754
|
)
|
|
(115
|
)
|
|
754
|
|
|
115
|
|
||||||||
Collateral adjustment
|
(26
|
)
|
|
—
|
|
|
12
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total derivatives as reported
|
$
|
99
|
|
|
$
|
27
|
|
|
$
|
(195
|
)
|
|
$
|
(43
|
)
|
|
$
|
108
|
|
|
$
|
39
|
|
|
$
|
(125
|
)
|
|
$
|
(26
|
)
|
|
|
Location of Gain
(Loss) Recognized
in Income on Derivatives
|
|
Gain (Loss)
Recognized in
Income on
Derivatives for
Years Ended
December 31
|
||||||
Derivatives not Designated as Hedging Instruments
|
|
|
2013
|
|
2012
|
|||||
|
|
|
|
(In millions)
|
||||||
Foreign currency exchange contracts
|
|
Operating Revenue
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
Commodity Contracts:
|
|
|
|
|
|
|
||||
Natural Gas
|
|
Operating Revenue
|
|
(48
|
)
|
|
(29
|
)
|
||
Natural Gas
|
|
Fuel, purchased power and gas
|
|
(44
|
)
|
|
25
|
|
||
Electricity
|
|
Operating Revenue
|
|
82
|
|
|
64
|
|
||
Other
|
|
Operating Revenue
|
|
—
|
|
|
5
|
|
||
Total
|
|
|
|
$
|
(11
|
)
|
|
$
|
65
|
|
Commodity
|
|
Number of Units
|
Natural Gas (MMBtu)
|
|
795,553,773
|
Electricity (MWh)
|
|
55,658,483
|
Foreign Currency Exchange ($ CAD)
|
|
65,074,206
|
FTR (MWh)
|
|
10,485,618
|
|
2013
|
|
2012
|
||||
|
(In millions)
|
||||||
Balance as of January 1
|
$
|
2,018
|
|
|
$
|
2,020
|
|
Goodwill attributable to sale of Unconventional Gas Production business
|
—
|
|
|
(2
|
)
|
||
Balance at December 31
|
$
|
2,018
|
|
|
$
|
2,018
|
|
|
(In millions)
|
||
Cash
|
$
|
22
|
|
Accounts receivable
|
14
|
|
|
Other current assets
|
8
|
|
|
Property, plant and equipment
|
100
|
|
|
Intangible assets
|
75
|
|
|
Other noncurrent assets
|
9
|
|
|
Current liabilities
|
(7
|
)
|
|
Non-controlling interest
|
(1
|
)
|
|
Total purchase price
|
$
|
220
|
|
|
|
||||||
|
2012
|
|
2011
|
||||
|
(In millions)
|
|
|
||||
Operating Revenues
|
$
|
55
|
|
|
$
|
39
|
|
|
|
|
|
||||
Operation and Maintenance
|
24
|
|
|
16
|
|
||
Depreciation, Depletion and Amortization
|
23
|
|
|
18
|
|
||
Taxes Other Than Income
|
4
|
|
|
3
|
|
||
Asset (Gains) and Losses, Net
|
83
|
|
|
—
|
|
||
|
134
|
|
|
37
|
|
||
Operating Income (Loss)
|
(79
|
)
|
|
2
|
|
||
Other (Income) and Deductions
|
6
|
|
|
6
|
|
||
Loss Before Income Taxes
|
(85
|
)
|
|
(4
|
)
|
||
Income Tax Expense (Benefit)
|
(29
|
)
|
|
(1
|
)
|
||
Net Loss Attributable to DTE Energy Company
|
$
|
(56
|
)
|
|
$
|
(3
|
)
|
|
2013
|
|
2012
|
||||
Property, Plant and Equipment
|
(In millions)
|
||||||
DTE Electric
|
|
|
|
||||
Generation
|
$
|
11,127
|
|
|
$
|
10,383
|
|
Distribution
|
7,603
|
|
|
7,306
|
|
||
Total DTE Electric
|
18,730
|
|
|
17,689
|
|
||
DTE Gas
|
|
|
|
||||
Distribution
|
2,834
|
|
|
2,704
|
|
||
Storage
|
431
|
|
|
426
|
|
||
Other
|
836
|
|
|
852
|
|
||
Total DTE Gas
|
4,101
|
|
|
3,982
|
|
||
Non-utility and other
|
2,292
|
|
|
1,960
|
|
||
Total
|
25,123
|
|
|
23,631
|
|
||
Less Accumulated Depreciation, Depletion and Amortization
|
|
|
|
||||
DTE Electric
|
|
|
|
||||
Generation
|
(4,004
|
)
|
|
(3,880
|
)
|
||
Distribution
|
(2,947
|
)
|
|
(2,837
|
)
|
||
Total DTE Electric
|
(6,951
|
)
|
|
(6,717
|
)
|
||
DTE Gas
|
|
|
|
||||
Distribution
|
(1,129
|
)
|
|
(1,057
|
)
|
||
Storage
|
(138
|
)
|
|
(132
|
)
|
||
Other
|
(338
|
)
|
|
(365
|
)
|
||
Total DTE Gas
|
(1,605
|
)
|
|
(1,554
|
)
|
||
Non-utility and other
|
(767
|
)
|
|
(676
|
)
|
||
Total
|
(9,323
|
)
|
|
(8,947
|
)
|
||
Net Property, Plant and Equipment
|
$
|
15,800
|
|
|
$
|
14,684
|
|
|
Belle River
|
|
Ludington
Hydroelectric
Pumped Storage
|
||||
In-service date
|
1984-1985
|
|
|
1973
|
|
||
Total plant capacity
|
1,270
|
MW
|
|
1,872
|
MW
|
||
Ownership interest
|
(a)
|
|
|
49
|
%
|
||
Investment in property, plant and equipment (in millions)
|
$
|
1,702
|
|
|
$
|
354
|
|
Accumulated depreciation (in millions)
|
$
|
969
|
|
|
$
|
170
|
|
(a)
|
DTE Electric's ownership interest is
63%
in Unit No. 1,
81%
of the facilities applicable to Belle River used jointly by the Belle River and St. Clair Power Plants and
75%
in common facilities used at Unit No. 2.
|
|
(In millions)
|
||
Asset retirement obligations at December 31, 2012
|
$
|
1,719
|
|
Accretion
|
106
|
|
|
Liabilities incurred
|
5
|
|
|
Liabilities settled
|
(13
|
)
|
|
Revision in estimated cash flows
|
10
|
|
|
Asset retirement obligations at December 31, 2013
|
$
|
1,827
|
|
|
2013
|
|
2012
|
||||
|
(In millions)
|
||||||
Assets
|
|
|
|
||||
Recoverable pension and other postretirement costs:
|
|
|
|
||||
Pension
|
$
|
1,660
|
|
|
$
|
2,420
|
|
Other postretirement costs
|
—
|
|
|
426
|
|
||
Asset retirement obligation
|
394
|
|
|
424
|
|
||
Recoverable Michigan income taxes
|
286
|
|
|
304
|
|
||
Recoverable income taxes related to securitized regulatory assets
|
126
|
|
|
226
|
|
||
Cost to achieve Performance Excellence Process
|
75
|
|
|
96
|
|
||
Other recoverable income taxes
|
71
|
|
|
76
|
|
||
Unamortized loss on reacquired debt
|
63
|
|
|
63
|
|
||
Deferred environmental costs
|
59
|
|
|
58
|
|
||
Enterprise Business Systems costs
|
13
|
|
|
16
|
|
||
Recoverable revenue decoupling
|
9
|
|
|
28
|
|
||
Choice incentive mechanism
|
3
|
|
|
66
|
|
||
Accrued PSCR/GCR revenue
|
—
|
|
|
87
|
|
||
Recoverable restoration expense
|
—
|
|
|
49
|
|
||
Other
|
104
|
|
|
78
|
|
||
|
2,863
|
|
|
4,417
|
|
||
Less amount included in current assets
|
(26
|
)
|
|
(182
|
)
|
||
|
$
|
2,837
|
|
|
$
|
4,235
|
|
|
|
|
|
||||
Securitized regulatory assets
|
$
|
231
|
|
|
$
|
413
|
|
|
2013
|
|
2012
|
||||
|
(In millions)
|
||||||
Liabilities
|
|
|
|
||||
Asset removal costs
|
$
|
351
|
|
|
$
|
439
|
|
Renewable energy
|
277
|
|
|
230
|
|
||
Refundable revenue decoupling/deferred gain
|
127
|
|
|
127
|
|
||
Negative pension offset
|
84
|
|
|
105
|
|
||
Over recovery of Securitization
|
72
|
|
|
54
|
|
||
Refundable other postretirement costs
|
72
|
|
|
—
|
|
||
Accrued PSCR/GCR
|
65
|
|
|
16
|
|
||
Refundable income taxes
|
45
|
|
|
56
|
|
||
Energy optimization
|
31
|
|
|
34
|
|
||
Fermi 2 refueling outage
|
26
|
|
|
12
|
|
||
Refundable uncollectible expense
|
12
|
|
|
37
|
|
||
Other
|
2
|
|
|
10
|
|
||
|
$
|
1,164
|
|
|
$
|
1,120
|
|
Less amount included current liabilities
|
(302
|
)
|
|
(89
|
)
|
||
|
$
|
862
|
|
|
$
|
1,031
|
|
•
|
Recoverable pension and other postretirement costs
— Accounting rules for pension and other postretirement benefit costs require, among other things, the recognition in other comprehensive income of the actuarial gains or losses and the prior service costs that arise during the period but that are not immediately recognized as components of net periodic benefit costs. DTE Electric and DTE Gas record the impact of actuarial gains or losses and prior services costs as a regulatory asset since the traditional rate setting process allows for the recovery of pension and other postretirement costs. The asset will reverse as the deferred items are amortized and recognized as components of net periodic benefit costs.
(a)
|
•
|
Asset retirement obligation
— This obligation is primarily for Fermi 2 decommissioning costs. The asset captures the timing differences between expense recognition and current recovery in rates and will reverse over the remaining life of the related plant.
(a)
|
•
|
Recoverable Michigan income taxes
—
In July 2007, the Michigan Business Tax (MBT) was enacted by the State of Michigan. State deferred tax liabilities were established for the Company’s utilities, and offsetting regulatory assets were recorded as the impacts of the deferred tax liabilities will be reflected in rates as the related taxable temporary differences reverse and flow through current income tax expense. In May 2011, the MBT was repealed and the Michigan Corporate Income Tax (MCIT) was enacted. The regulatory asset was remeasured to reflect the impact of the MCIT tax rate.
(a)
|
•
|
Recoverable income taxes related to securitized regulatory assets
— Receivable for the recovery of income taxes to be paid on the non-bypassable securitization bond surcharge. A non-bypassable securitization tax surcharge recovers the income tax over a
fourteen
-year period ending 2015. (a)
|
•
|
Cost to achieve Performance Excellence Process (PEP)
— The MPSC authorized the deferral of costs to implement the PEP. These costs consist of employee severance, project management and consultant support. These costs are amortized over a
ten
-year period beginning with the year subsequent to the year the costs were deferred.
|
•
|
Other recoverable income taxes
— Income taxes receivable from DTE Electric’s customers representing the difference in property-related deferred income taxes and amounts previously reflected in DTE Electric’s rates. This asset will reverse over the remaining life of the related plant.
(a)
|
•
|
Unamortized loss on reacquired debt
— The unamortized discount, premium and expense related to debt redeemed with a refinancing are deferred, amortized and recovered over the life of the replacement issue.
|
•
|
Deferred environmental costs
— The MPSC approved the deferral of investigation and remediation costs associated with DTE Gas's former MGP sites. Amortization of deferred costs is over a
ten
-year period beginning in the year after costs were incurred, with recovery (net of any insurance proceeds) through base rate filings. (a)
|
•
|
Enterprise Business Systems (EBS) costs
— The MPSC approved the deferral and amortization over
ten
years beginning in January 2009 of EBS costs that would otherwise be expensed.
|
•
|
Recoverable revenue decoupling
— Amounts recoverable from DTE Gas customers for the change in revenue resulting from the difference in weather-adjusted average sales per customer compared to the base level of average sales per customer established by the MPSC. The December 2012 order in DTE Gas's rate case required the RDM be discontinued effective November 1, 2012. The order provided for a new RDM, which began in November 2013.
|
•
|
Choice incentive mechanism
(CIM) — DTE Electric receivable for non-fuel revenues lost as a result of fluctuations in electric Customer Choice sales. The CIM was terminated in the October 20, 2011 MPSC order issued to DTE Electric.
|
•
|
Accrued PSCR/GCR revenue
— Receivable for the temporary under-recovery of and carrying costs on fuel and purchased power costs incurred by DTE Electric which are recoverable through the PSCR mechanism and temporary under-recovery of and carrying costs on gas costs incurred by DTE Gas which are recoverable through the GCR mechanism.
|
•
|
Recoverable restoration expense
— Receivable for the MPSC approved restoration expense tracking mechanism that tracked the difference between actual restoration expense and the amount provided for in base rates, recognized pursuant to the MPSC authorization. The restoration expense tracking mechanism was terminated in the October 20, 2011 MPSC order issued to DTE Electric.
|
•
|
Securitized regulatory assets
— The net book balance of the Fermi 2 nuclear plant was written off in 1998 and an equivalent regulatory asset was established. In 2001, the Fermi 2 regulatory asset and certain other regulatory assets were securitized pursuant to PA 142 and an MPSC order. A non-bypassable securitization bond surcharge recovers the securitized regulatory asset over a
fourteen
-year period ending in 2015.
|
(a)
|
Regulatory assets not earning a return or accruing carrying charges.
|
•
|
Asset removal costs
— The amount collected from customers for the funding of future asset removal activities.
|
•
|
Renewable energy —
Amounts collected in rates in excess of renewable energy expenditures.
|
•
|
Refundable revenue decoupling / deferred gain —
Amounts were originally accrued as refundable to DTE Electric customers for the change in revenue resulting from the difference between actual average sales per customer compared to the base level of average sales per customer established by the MPSC. In 2012, the Michigan Court of Appeals issued a decision reversing the MPSC's decision to authorize a RDM for DTE Electric. The revenue decoupling liability was reversed and, after receiving an order from the MPSC to defer the resulting gain for future amortization, DTE Electric created a regulatory liability representing its obligation to refund the gain. The deferred gain will be amortized into earnings in 2014.
|
•
|
Negative pension offset —
DTE Gas's negative pension costs are not included as a reduction to its authorized rates; therefore, the Company is accruing a regulatory liability to eliminate the impact on earnings of the negative pension expense accrued. This regulatory liability will reverse to the extent DTE Gas’s pension expense is positive in future years.
|
•
|
Over recovery of Securitization
— Over recovery of securitization bond expenses.
|
•
|
Refundable other postretirement costs
— Accounting rules for other postretirement benefit costs require, among other things, the recognition in other comprehensive income of the actuarial gains or losses and the prior service costs or credits that arise during the period but that are not immediately recognized as components of net periodic benefit costs. DTE Electric and DTE Gas record the favorable impact of actuarial gains or losses and prior service credits as a regulatory liability since the impact will reduce expense in a future rate setting process as the deferred items are recognized as a component of net periodic benefit costs.
|
•
|
Accrued PSCR/GCR refund
— Liability for the temporary over-recovery of and a return on power supply costs and transmission costs incurred by DTE Electric which are recoverable through the PSCR mechanism and temporary over-recovery of and a return on gas costs incurred by DTE Gas which are recoverable through the GCR mechanism.
|
•
|
Refundable income taxes
— Income taxes refundable to DTE Gas’s customers representing the difference in property-related deferred income taxes payable and amounts recognized pursuant to MPSC authorization.
|
•
|
Energy optimization (EO)
— Amounts collected in rates in excess of energy optimization expenditures.
|
•
|
Fermi 2 refueling outage
— Accrued liability for refueling outage at Fermi 2 pursuant to MPSC authorization.
|
•
|
Refundable uncollectible expense
(UETM) — DTE Electric and DTE Gas liability for the MPSC approved uncollectible expense tracking mechanism that tracks the difference in the fluctuation in uncollectible accounts and amounts recognized pursuant to the MPSC authorization. The UETM was terminated for DTE Electric in the October 20, 2011 MPSC rate case order and terminated for DTE Gas in the December 20, 2012 MPSC approval of the partial settlement agreement.
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Income before income taxes
|
$
|
922
|
|
|
$
|
960
|
|
|
$
|
991
|
|
Income tax expense at 35% statutory rate
|
$
|
323
|
|
|
$
|
336
|
|
|
$
|
347
|
|
Production tax credits
|
(68
|
)
|
|
(49
|
)
|
|
(6
|
)
|
|||
Investment tax credits
|
(6
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|||
Depreciation
|
(4
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|||
AFUDC - Equity
|
(5
|
)
|
|
(4
|
)
|
|
(1
|
)
|
|||
Employee Stock Ownership Plan dividends
|
(4
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|||
Domestic production activities deduction
|
(14
|
)
|
|
(14
|
)
|
|
(7
|
)
|
|||
State and local income taxes, net of federal benefit
|
37
|
|
|
37
|
|
|
37
|
|
|||
Enactment of Michigan Corporate Income Tax, net of federal expense
|
—
|
|
|
—
|
|
|
(87
|
)
|
|||
Other, net
|
(5
|
)
|
|
(6
|
)
|
|
(1
|
)
|
|||
Income tax expense
|
$
|
254
|
|
|
$
|
286
|
|
|
$
|
268
|
|
Effective income tax rate
|
27.5
|
%
|
|
29.8
|
%
|
|
27.0
|
%
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Current income tax expense (benefit)
|
|
|
|
|
|
||||||
Federal
|
$
|
74
|
|
|
$
|
190
|
|
|
$
|
27
|
|
State and other income tax
|
16
|
|
|
49
|
|
|
21
|
|
|||
Total current income taxes
|
90
|
|
|
239
|
|
|
48
|
|
|||
Deferred income tax expense (benefit)
|
|
|
|
|
|
||||||
Federal
|
122
|
|
|
39
|
|
|
318
|
|
|||
State and other income tax
|
42
|
|
|
8
|
|
|
(98
|
)
|
|||
Total deferred income taxes
|
164
|
|
|
47
|
|
|
220
|
|
|||
Total income taxes from continuing operations
|
254
|
|
|
286
|
|
|
268
|
|
|||
Discontinued operations
|
—
|
|
|
(29
|
)
|
|
(1
|
)
|
|||
Total
|
$
|
254
|
|
|
$
|
257
|
|
|
$
|
267
|
|
|
2013
|
|
2012
|
||||
|
(In millions)
|
||||||
Property, plant and equipment
|
$
|
(3,372
|
)
|
|
$
|
(3,389
|
)
|
Securitized regulatory assets
|
(127
|
)
|
|
(256
|
)
|
||
Alternative minimum tax credit carry-forwards
|
266
|
|
|
254
|
|
||
Merger basis differences
|
18
|
|
|
42
|
|
||
Pension and benefits
|
(30
|
)
|
|
(33
|
)
|
||
Other comprehensive loss
|
—
|
|
|
101
|
|
||
Derivative assets and liabilities
|
—
|
|
|
66
|
|
||
State net operating loss and credit carry-forwards
|
43
|
|
|
37
|
|
||
Other
|
(110
|
)
|
|
41
|
|
||
|
(3,312
|
)
|
|
(3,137
|
)
|
||
Less valuation allowance
|
(37
|
)
|
|
(33
|
)
|
||
|
$
|
(3,349
|
)
|
|
$
|
(3,170
|
)
|
Current deferred income tax assets (liabilities)
|
$
|
(28
|
)
|
|
$
|
21
|
|
Long-term deferred income tax liabilities
|
(3,321
|
)
|
|
(3,191
|
)
|
||
|
$
|
(3,349
|
)
|
|
$
|
(3,170
|
)
|
Deferred income tax assets
|
$
|
1,808
|
|
|
$
|
1,038
|
|
Deferred income tax liabilities
|
(5,157
|
)
|
|
(4,208
|
)
|
||
|
$
|
(3,349
|
)
|
|
$
|
(3,170
|
)
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Balance at January 1
|
$
|
11
|
|
|
$
|
48
|
|
|
$
|
28
|
|
Additions for tax positions of prior years
|
—
|
|
|
—
|
|
|
27
|
|
|||
Reductions for tax positions of prior years
|
—
|
|
|
(2
|
)
|
|
(4
|
)
|
|||
Additions for tax positions of current year
|
—
|
|
|
1
|
|
|
1
|
|
|||
Settlements
|
—
|
|
|
(30
|
)
|
|
(3
|
)
|
|||
Lapse of statute of limitations
|
(1
|
)
|
|
(6
|
)
|
|
(1
|
)
|
|||
Balance at December 31
|
$
|
10
|
|
|
$
|
11
|
|
|
$
|
48
|
|
Date
|
|
Number of Shares
|
|
Price Per Share
|
|
Amount
|
|||||
|
|
|
|
|
|
(In millions)
|
|||||
March 12, 2013
|
|
750,075
|
|
|
$
|
66.66
|
|
|
$
|
50
|
|
June 12, 2013
|
|
753,579
|
|
|
$
|
66.35
|
|
|
50
|
|
|
September 12, 2013
|
|
1,522,301
|
|
|
$
|
65.69
|
|
|
100
|
|
|
|
|
|
|
|
|
$
|
200
|
|
|||
|
|
|
|
|
|
|
|||||
June 18, 2012
|
|
1,334,668
|
|
|
$
|
59.94
|
|
|
$
|
80
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions, expect per share amounts)
|
||||||||||
Basic Earnings per Share
|
|
|
|
|
|
||||||
Net income attributable to DTE Energy Company
|
$
|
661
|
|
|
$
|
610
|
|
|
$
|
711
|
|
Average number of common shares outstanding
|
175
|
|
|
171
|
|
|
169
|
|
|||
Weighted average net restricted shares outstanding
|
1
|
|
|
1
|
|
|
1
|
|
|||
Dividends declared — common shares
|
$
|
453
|
|
|
$
|
413
|
|
|
$
|
392
|
|
Dividends declared — net restricted shares
|
1
|
|
|
1
|
|
|
1
|
|
|||
Total distributed earnings
|
$
|
454
|
|
|
$
|
414
|
|
|
$
|
393
|
|
Net income less distributed earnings
|
$
|
207
|
|
|
$
|
196
|
|
|
$
|
318
|
|
Distributed (dividends per common share)
|
$
|
2.59
|
|
|
$
|
2.42
|
|
|
$
|
2.32
|
|
Undistributed
|
1.17
|
|
|
1.14
|
|
|
1.87
|
|
|||
Total Basic Earnings per Common Share
|
$
|
3.76
|
|
|
$
|
3.56
|
|
|
$
|
4.19
|
|
Diluted Earnings per Share
|
|
|
|
|
|
||||||
Net income attributable to DTE Energy Company
|
$
|
661
|
|
|
$
|
610
|
|
|
$
|
711
|
|
Average number of common shares outstanding
|
175
|
|
|
171
|
|
|
169
|
|
|||
Average incremental shares from assumed exercise of options
|
—
|
|
|
1
|
|
|
1
|
|
|||
Common shares for dilutive calculation
|
175
|
|
|
172
|
|
|
170
|
|
|||
Weighted average net restricted shares outstanding
|
1
|
|
|
1
|
|
|
1
|
|
|||
Dividends declared — common shares
|
$
|
453
|
|
|
$
|
413
|
|
|
$
|
392
|
|
Dividends declared — net restricted shares
|
1
|
|
|
1
|
|
|
1
|
|
|||
Total distributed earnings
|
$
|
454
|
|
|
$
|
414
|
|
|
$
|
393
|
|
Net income less distributed earnings
|
$
|
207
|
|
|
$
|
196
|
|
|
$
|
318
|
|
Distributed (dividends per common share)
|
$
|
2.59
|
|
|
$
|
2.42
|
|
|
$
|
2.32
|
|
Undistributed
|
1.17
|
|
|
1.13
|
|
|
1.86
|
|
|||
Total Diluted Earnings per Common Share
|
$
|
3.76
|
|
|
$
|
3.55
|
|
|
$
|
4.18
|
|
|
2013
|
|
2012
|
||||
|
(In millions)
|
||||||
Mortgage bonds, notes, and other
|
|
|
|
||||
DTE Energy Debt, Unsecured
|
|
|
|
||||
6.1% due 2014 to 2033
|
$
|
1,297
|
|
|
$
|
1,298
|
|
DTE Electric Taxable Debt, Principally Secured
|
|
|
|
||||
4.7% due 2014 to 2043
|
4,286
|
|
|
3,777
|
|
||
DTE Electric Tax-Exempt Revenue Bonds (b)
|
|
|
|
||||
5.1% due 2014 to 2036
|
558
|
|
|
707
|
|
||
DTE Gas Taxable Debt, Principally Secured
|
|
|
|
||||
5.6% due 2014 to 2042
|
1,029
|
|
|
919
|
|
||
Other Long-Term Debt, Including Non-Recourse Debt
|
142
|
|
|
153
|
|
||
|
7,312
|
|
|
6,854
|
|
||
Less amount due within one year
|
(694
|
)
|
|
(634
|
)
|
||
|
$
|
6,618
|
|
|
$
|
6,220
|
|
Securitization bonds
|
|
|
|
||||
6.6% due 2015
|
$
|
302
|
|
|
$
|
479
|
|
Less amount due within one year
|
(197
|
)
|
|
(177
|
)
|
||
|
$
|
105
|
|
|
$
|
302
|
|
Junior Subordinated Debentures
|
|
|
|
||||
6.5% due 2061
|
$
|
280
|
|
|
$
|
280
|
|
5.25% due 2062
|
200
|
|
|
200
|
|
||
|
$
|
480
|
|
|
$
|
480
|
|
(a)
|
Weighted average interest rates as of
December 31, 2013
are shown below the description of each category of debt.
|
(b)
|
DTE Electric Tax-Exempt Revenue Bonds are issued by a public body that loans the proceeds to DTE Electric on terms substantially mirroring the Revenue Bonds.
|
Company
|
|
Month Issued
|
|
Type
|
|
Interest Rate
|
|
Maturity
|
|
Amount
|
|||
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|||
DTE Electric
|
|
March
|
|
Mortgage Bonds (a)
|
|
4.00
|
%
|
|
2043
|
|
$
|
375
|
|
DTE Electric
|
|
August
|
|
Mortgage Bonds (a)
|
|
3.65
|
%
|
|
2024
|
|
400
|
|
|
DTE Energy
|
|
November
|
|
Senior Notes (a)
|
|
3.85
|
%
|
|
2023
|
|
300
|
|
|
DTE Gas
|
|
December
|
|
Mortgage Bonds (a)
|
|
3.64
|
%
|
|
2023
|
|
50
|
|
|
DTE Gas
|
|
December
|
|
Mortgage Bonds (a)
|
|
3.74
|
%
|
|
2025
|
|
70
|
|
|
DTE Gas
|
|
December
|
|
Mortgage Bonds (a)
|
|
3.94
|
%
|
|
2028
|
|
50
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,245
|
|
(a)
|
Proceeds were used for the redemption of long-term debt, repayment of short-term borrowings and general corporate purposes.
|
Company
|
|
Month
|
|
Type
|
|
Interest Rate
|
|
Maturity
|
|
Amount
|
|||
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|||
DTE Electric
|
|
March
|
|
Securitization Bonds
|
|
6.42
|
%
|
|
2013
|
|
$
|
88
|
|
DTE Electric
|
|
March
|
|
Tax Exempt Revenue Bonds (a)
|
|
5.30
|
%
|
|
2030
|
|
51
|
|
|
DTE Electric
|
|
April
|
|
Other Long-Term Debt
|
|
Various
|
|
|
2013
|
|
13
|
|
|
DTE Gas
|
|
April
|
|
Senior Notes
|
|
5.26
|
%
|
|
2013
|
|
60
|
|
|
DTE Energy
|
|
June
|
|
Senior Notes
|
|
Variable
|
|
|
2013
|
|
300
|
|
|
DTE Electric
|
|
September
|
|
Securitization Bonds
|
|
6.62
|
%
|
|
2013
|
|
89
|
|
|
DTE Electric
|
|
September
|
|
Senior Notes
|
|
6.40
|
%
|
|
2013
|
|
250
|
|
|
DTE Electric
|
|
December
|
|
Tax Exempt Revenue Bonds (a)
|
|
5.50
|
%
|
|
2030
|
|
49
|
|
|
DTE Electric
|
|
December
|
|
Tax Exempt Revenue Bonds (a)
|
|
6.75
|
%
|
|
2038
|
|
50
|
|
|
DTE Energy
|
|
Various
|
|
Other Long-Term Debt
|
|
Various
|
|
|
2013
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
961
|
|
(a)
|
DTE Electric Tax Exempt Revenue Bonds are issued by a public body that loans the proceeds to DTE Electric on terms substantially mirroring the Revenue Bonds.
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019 and
Thereafter
|
|
Total
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Amount to mature
|
$
|
891
|
|
|
$
|
476
|
|
|
$
|
465
|
|
|
$
|
9
|
|
|
$
|
407
|
|
|
$
|
5,846
|
|
|
$
|
8,094
|
|
Company
|
|
Type of Stock
|
|
Par Value
|
|
Shares Authorized
|
|||
DTE Energy
|
|
Preferred
|
|
$
|
—
|
|
|
5,000,000
|
|
DTE Electric
|
|
Preferred
|
|
$
|
100
|
|
|
6,747,484
|
|
DTE Electric
|
|
Preference
|
|
$
|
1
|
|
|
30,000,000
|
|
DTE Gas
|
|
Preferred
|
|
$
|
1
|
|
|
7,000,000
|
|
DTE Gas
|
|
Preference
|
|
$
|
1
|
|
|
4,000,000
|
|
|
DTE Energy
|
|
DTE Electric
|
|
DTE Gas
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Unsecured letter of credit facility, expiring in May 2014
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50
|
|
Unsecured letter of credit facility, expiring in August 2015
|
125
|
|
|
—
|
|
|
—
|
|
|
125
|
|
||||
Unsecured revolving credit facility, expiring April 2018
|
1,200
|
|
|
300
|
|
|
300
|
|
|
1,800
|
|
||||
|
1,375
|
|
|
300
|
|
|
300
|
|
|
1,975
|
|
||||
Amounts outstanding at December 31, 2013:
|
|
|
|
|
|
|
|
||||||||
Commercial paper issuances
|
35
|
|
|
—
|
|
|
96
|
|
|
131
|
|
||||
Letters of credit
|
244
|
|
|
—
|
|
|
—
|
|
|
244
|
|
||||
|
279
|
|
|
—
|
|
|
96
|
|
|
375
|
|
||||
Net availability at December 31, 2013
|
$
|
1,096
|
|
|
$
|
300
|
|
|
$
|
204
|
|
|
$
|
1,600
|
|
|
Capital
Leases
|
|
Operating
Leases
|
||||
|
(In millions)
|
||||||
2014
|
$
|
8
|
|
|
$
|
35
|
|
2015
|
8
|
|
|
31
|
|
||
2016
|
3
|
|
|
27
|
|
||
2017
|
—
|
|
|
25
|
|
||
2018
|
—
|
|
|
20
|
|
||
Thereafter
|
—
|
|
|
92
|
|
||
Total minimum lease payments
|
$
|
19
|
|
|
$
|
230
|
|
Less imputed interest
|
1
|
|
|
|
|||
Present value of net minimum lease payments
|
18
|
|
|
|
|||
Less current portion
|
7
|
|
|
|
|||
Non-current portion
|
$
|
11
|
|
|
|
|
(In millions)
|
||
2014
|
$
|
2,617
|
|
2015
|
1,195
|
|
|
2016
|
643
|
|
|
2017
|
345
|
|
|
2018
|
311
|
|
|
2019 — 2051
|
3,487
|
|
|
|
$
|
8,598
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Service cost
|
$
|
94
|
|
|
$
|
82
|
|
|
$
|
69
|
|
Interest cost
|
192
|
|
|
204
|
|
|
202
|
|
|||
Expected return on plan assets
|
(266
|
)
|
|
(244
|
)
|
|
(246
|
)
|
|||
Amortization of:
|
|
|
|
|
|
||||||
Net loss
|
208
|
|
|
176
|
|
|
142
|
|
|||
Prior service cost
|
—
|
|
|
—
|
|
|
3
|
|
|||
Special termination benefits
|
—
|
|
|
2
|
|
|
2
|
|
|||
Net pension cost
|
$
|
228
|
|
|
$
|
220
|
|
|
$
|
172
|
|
|
2013
|
|
2012
|
||||
|
(In millions)
|
||||||
Other changes in plan assets and benefit obligations recognized in Regulatory assets and Other comprehensive income
|
|
|
|
||||
Net actuarial (gain) loss
|
$
|
(581
|
)
|
|
$
|
395
|
|
Amortization of net actuarial loss
|
(208
|
)
|
|
(178
|
)
|
||
Total recognized Regulatory assets and Other comprehensive income
|
$
|
(789
|
)
|
|
$
|
217
|
|
Total recognized in net periodic pension cost, Regulatory assets and Other comprehensive income
|
$
|
(561
|
)
|
|
$
|
437
|
|
Estimated amounts to be amortized from Regulatory assets and Accumulated other comprehensive income into net periodic benefit cost during next fiscal year
|
|
|
|
||||
Net actuarial loss
|
$
|
151
|
|
|
$
|
202
|
|
|
2013
|
|
2012
|
||||
|
(In millions)
|
||||||
Accumulated benefit obligation, end of year
|
$
|
4,068
|
|
|
$
|
4,349
|
|
Change in projected benefit obligation
|
|
|
|
||||
Projected benefit obligation, beginning of year
|
$
|
4,729
|
|
|
$
|
4,195
|
|
Service cost
|
94
|
|
|
82
|
|
||
Interest cost
|
192
|
|
|
204
|
|
||
Plan amendments
|
(3
|
)
|
|
—
|
|
||
Actuarial (gain) loss
|
(400
|
)
|
|
474
|
|
||
Special termination benefits
|
—
|
|
|
2
|
|
||
Benefits paid
|
(232
|
)
|
|
(228
|
)
|
||
Projected benefit obligation, end of year
|
$
|
4,380
|
|
|
$
|
4,729
|
|
Change in plan assets
|
|
|
|
||||
Plan assets at fair value, beginning of year
|
$
|
3,223
|
|
|
$
|
2,886
|
|
Actual return on plan assets
|
445
|
|
|
325
|
|
||
Company contributions
|
284
|
|
|
240
|
|
||
Benefits paid
|
(232
|
)
|
|
(228
|
)
|
||
Plan assets at fair value, end of year
|
$
|
3,720
|
|
|
$
|
3,223
|
|
Funded status of the plans
|
$
|
(660
|
)
|
|
$
|
(1,506
|
)
|
Amount recorded as:
|
|
|
|
||||
Current liabilities
|
$
|
(7
|
)
|
|
$
|
(8
|
)
|
Noncurrent liabilities
|
(653
|
)
|
|
(1,498
|
)
|
||
|
$
|
(660
|
)
|
|
$
|
(1,506
|
)
|
Amounts recognized in Accumulated other comprehensive loss, pre-tax
|
|
|
|
||||
Net actuarial loss
|
$
|
174
|
|
|
$
|
205
|
|
Prior service (credit)
|
(1
|
)
|
|
(2
|
)
|
||
|
$
|
173
|
|
|
$
|
203
|
|
Amounts recognized in Regulatory assets (see Note 11)
|
|
|
|
||||
Net actuarial loss
|
$
|
1,654
|
|
|
$
|
2,413
|
|
Prior service cost
|
6
|
|
|
7
|
|
||
|
$
|
1,660
|
|
|
$
|
2,420
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Projected benefit obligation
|
|
|
|
|
|
|||
Discount rate
|
4.95
|
%
|
|
4.15
|
%
|
|
5.00
|
%
|
Rate of compensation increase
|
4.20
|
%
|
|
4.20
|
%
|
|
4.20
|
%
|
Net pension costs
|
|
|
|
|
|
|||
Discount rate
|
4.15
|
%
|
|
5.00
|
%
|
|
5.50
|
%
|
Rate of compensation increase
|
4.20
|
%
|
|
4.20
|
%
|
|
4.00
|
%
|
Expected long-term rate of return on plan assets
|
8.25
|
%
|
|
8.25
|
%
|
|
8.50
|
%
|
U.S. Large Cap Equity Securities
|
22
|
%
|
U.S. Small Cap and Mid Cap Equity Securities
|
5
|
|
Non U.S. Equity Securities
|
20
|
|
Fixed Income Securities
|
25
|
|
Hedge Funds and Similar Investments
|
20
|
|
Private Equity and Other
|
8
|
|
|
100
|
%
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Asset Category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Short-term investments (b)
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
24
|
|
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. Large Cap (c)
|
896
|
|
|
—
|
|
|
—
|
|
|
896
|
|
|
688
|
|
|
44
|
|
|
—
|
|
|
732
|
|
||||||||
U.S. Small/Mid Cap (d)
|
221
|
|
|
—
|
|
|
—
|
|
|
221
|
|
|
153
|
|
|
5
|
|
|
—
|
|
|
158
|
|
||||||||
Non U.S. (e)
|
611
|
|
|
130
|
|
|
—
|
|
|
741
|
|
|
530
|
|
|
120
|
|
|
—
|
|
|
650
|
|
||||||||
Fixed income securities (f)
|
16
|
|
|
921
|
|
|
—
|
|
|
937
|
|
|
87
|
|
|
765
|
|
|
—
|
|
|
852
|
|
||||||||
Hedge Funds and Similar Investments (g)
|
268
|
|
|
70
|
|
|
395
|
|
|
733
|
|
|
209
|
|
|
80
|
|
|
339
|
|
|
628
|
|
||||||||
Private Equity and Other (h)
|
—
|
|
|
—
|
|
|
170
|
|
|
170
|
|
|
—
|
|
|
—
|
|
|
179
|
|
|
179
|
|
||||||||
Total
|
$
|
2,034
|
|
|
$
|
1,121
|
|
|
$
|
565
|
|
|
$
|
3,720
|
|
|
$
|
1,667
|
|
|
$
|
1,038
|
|
|
$
|
518
|
|
|
$
|
3,223
|
|
(a)
|
See Note 3 — Fair Value for a description of levels within the fair value hierarchy.
|
(b)
|
This category predominantly represents certain short-term fixed income securities and money market investments that are managed in separate accounts or commingled funds. Pricing for investments in this category are obtained from quoted prices in actively traded markets or valuations from brokers or pricing services.
|
(c)
|
This category comprises both actively and not actively managed portfolios that track the S&P 500 low cost equity index funds. Investments in this category are exchange-traded securities whereby unadjusted quote prices can be obtained. Exchange-traded securities held in a commingled fund are classified as Level 2 assets.
|
(d)
|
This category represents portfolios of small and medium capitalization domestic equities. Investments in this category are exchange-traded securities whereby unadjusted quote prices can be obtained. Exchange-traded securities held in a commingled fund are classified as Level 2 assets.
|
(e)
|
This category primarily consists of portfolios of non-U.S. developed and emerging market equities. Investments in this category are exchange-traded securities whereby unadjusted quote prices can be obtained. Exchange-traded securities held in a commingled fund are classified as Level 2 assets.
|
(f)
|
This category includes corporate bonds from diversified industries, U.S. Treasuries, and mortgage-backed securities. Pricing for investments in this category is obtained from quoted prices in actively traded markets and quotations from broker or pricing services. Non-exchange traded securities and exchange-traded securities held in commingled funds are classified as Level 2 assets.
|
(g)
|
This category utilizes a diversified group of strategies that attempt to capture financial market inefficiencies and includes publicly traded debt and equity, publicly traded mutual funds, commingled and limited partnership funds and non-exchange traded securities. Pricing for Level 1 and Level 2 assets in this category is obtained from quoted prices in actively traded markets and quoted prices from broker or pricing services. Non-exchange traded securities held in commingled funds are classified as Level 2 assets. Valuations for some Level 3 assets in this category may be based on limited observable inputs as there may be little, if any, publicly available pricing.
|
(h)
|
This category includes a diversified group of funds and strategies that primarily invests in private equity partnerships. This category also includes investments in timber and private mezzanine debt. Pricing for investments in this category is based on limited observable inputs as there is little, if any, publicly available pricing. Valuations for assets in this category may be based on discounted cash flow analyses, relevant publicly-traded comparables and comparable transactions.
|
|
Year Ended December 31, 2013
|
|
Year Ended December 31, 2012
|
||||||||||||||||||||
|
Hedge Funds
and Similar
Investments
|
|
Private Equity
and Other
|
|
Total
|
|
Hedge Funds
and Similar
Investments
|
|
Private Equity
and Other
|
|
Total
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Beginning Balance at January 1
|
$
|
339
|
|
|
$
|
179
|
|
|
$
|
518
|
|
|
$
|
296
|
|
|
$
|
168
|
|
|
$
|
464
|
|
Total realized/unrealized gains (losses):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Realized gains (losses)
|
—
|
|
|
18
|
|
|
18
|
|
|
18
|
|
|
(6
|
)
|
|
12
|
|
||||||
Unrealized gains (losses)
|
40
|
|
|
(14
|
)
|
|
26
|
|
|
(5
|
)
|
|
12
|
|
|
7
|
|
||||||
Purchases, sales and settlements:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases
|
16
|
|
|
15
|
|
|
31
|
|
|
250
|
|
|
33
|
|
|
283
|
|
||||||
Sales
|
—
|
|
|
(28
|
)
|
|
(28
|
)
|
|
(220
|
)
|
|
(28
|
)
|
|
(248
|
)
|
||||||
Ending Balance at December 31
|
$
|
395
|
|
|
$
|
170
|
|
|
$
|
565
|
|
|
$
|
339
|
|
|
$
|
179
|
|
|
$
|
518
|
|
The amount of total gains for the period attributable to the change in unrealized gains or losses related to assets still held at the end of the period
|
$
|
38
|
|
|
$
|
3
|
|
|
$
|
41
|
|
|
$
|
16
|
|
|
$
|
6
|
|
|
$
|
22
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Service cost
|
$
|
47
|
|
|
$
|
68
|
|
|
$
|
64
|
|
Interest cost
|
88
|
|
|
120
|
|
|
121
|
|
|||
Expected return on plan assets
|
(110
|
)
|
|
(92
|
)
|
|
(94
|
)
|
|||
Amortization of:
|
|
|
|
|
|
|
|
|
|||
Net loss
|
64
|
|
|
80
|
|
|
55
|
|
|||
Prior service credit
|
(131
|
)
|
|
(27
|
)
|
|
(26
|
)
|
|||
Net transition asset
|
—
|
|
|
2
|
|
|
2
|
|
|||
Net other postretirement cost (benefit)
|
$
|
(42
|
)
|
|
$
|
151
|
|
|
$
|
122
|
|
|
2013
|
|
2012
|
||||
|
(In millions)
|
||||||
Other changes in plan assets and APBO recognized in Regulatory assets (liabilities) and Other comprehensive income
|
|
|
|
||||
Net actuarial gain
|
$
|
(353
|
)
|
|
$
|
(34
|
)
|
Amortization of net actuarial loss
|
(64
|
)
|
|
(80
|
)
|
||
Prior service credit
|
(218
|
)
|
|
(264
|
)
|
||
Amortization of prior service credit
|
131
|
|
|
27
|
|
||
Amortization of transition asset
|
—
|
|
|
(2
|
)
|
||
Total recognized in Regulatory assets (liabilities) and Other comprehensive income
|
$
|
(504
|
)
|
|
$
|
(353
|
)
|
Total recognized in net periodic benefit cost, Regulatory assets (liabilities) and Other comprehensive income
|
$
|
(546
|
)
|
|
$
|
(202
|
)
|
Estimated amounts to be amortized from Regulatory assets (liabilities) and Accumulated other comprehensive income into net periodic benefit cost during next fiscal year
|
|
|
|
||||
Net actuarial loss
|
$
|
21
|
|
|
$
|
69
|
|
Prior service credit
|
$
|
(144
|
)
|
|
$
|
(91
|
)
|
|
2013
|
|
2012
|
||||
|
(In millions)
|
||||||
Change in accumulated postretirement benefit obligation
|
|
|
|
||||
Accumulated postretirement benefit obligation, beginning of year
|
$
|
2,315
|
|
|
$
|
2,470
|
|
Service cost
|
47
|
|
|
68
|
|
||
Interest cost
|
88
|
|
|
120
|
|
||
Plan amendments
|
(218
|
)
|
|
(264
|
)
|
||
Actuarial (gain) loss
|
(267
|
)
|
|
5
|
|
||
Medicare Part D subsidy
|
1
|
|
|
6
|
|
||
Benefits paid
|
(88
|
)
|
|
(90
|
)
|
||
Accumulated postretirement benefit obligation, end of year
|
$
|
1,878
|
|
|
$
|
2,315
|
|
Change in plan assets
|
|
|
|
||||
Plan assets at fair value, beginning of year
|
$
|
1,153
|
|
|
$
|
985
|
|
Actual return on plan assets
|
196
|
|
|
131
|
|
||
Company contributions
|
264
|
|
|
140
|
|
||
Benefits paid
|
(86
|
)
|
|
(103
|
)
|
||
Plan assets at fair value, end of year
|
$
|
1,527
|
|
|
$
|
1,153
|
|
Funded status, end of year
|
$
|
(351
|
)
|
|
$
|
(1,162
|
)
|
Amount recorded as:
|
|
|
|
||||
Current liabilities
|
$
|
(1
|
)
|
|
$
|
(2
|
)
|
Noncurrent liabilities
|
(350
|
)
|
|
(1,160
|
)
|
||
|
$
|
(351
|
)
|
|
$
|
(1,162
|
)
|
Amounts recognized in Accumulated other comprehensive loss, pre-tax
|
|
|
|
||||
Net actuarial loss
|
$
|
29
|
|
|
$
|
40
|
|
Prior service credit
|
(10
|
)
|
|
(14
|
)
|
||
Net transition asset
|
—
|
|
|
(1
|
)
|
||
|
$
|
19
|
|
|
$
|
25
|
|
Amounts recognized in Regulatory assets (liabilities) (See Note 11)
|
|
|
|
||||
Net actuarial loss
|
$
|
321
|
|
|
$
|
727
|
|
Prior service credit
|
(393
|
)
|
|
(302
|
)
|
||
Net transition obligation
|
—
|
|
|
1
|
|
||
|
$
|
(72
|
)
|
|
$
|
426
|
|
|
(In millions)
|
||
2014
|
$
|
103
|
|
2015
|
110
|
|
|
2016
|
115
|
|
|
2017
|
123
|
|
|
2018
|
130
|
|
|
2019 — 2023
|
724
|
|
|
|
$
|
1,305
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Accumulated postretirement benefit obligation
|
|
|
|
|
|
|||
Discount rate
|
4.95
|
%
|
|
4.15
|
%
|
|
5.00
|
%
|
Health care trend rate pre- and post- 65
|
7.50
|
/ 6.50%
|
|
7.00
|
%
|
|
7.00
|
%
|
Ultimate health care trend rate
|
4.50
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Year in which ultimate reached pre- and post- 65
|
2025 / 2024
|
|
|
2021
|
|
|
2020
|
|
Other postretirement benefit costs
|
|
|
|
|
|
|||
Discount rate (prior to interim remeasurement)
|
4.15
|
%
|
|
5.00
|
%
|
|
5.50
|
%
|
Discount rate (post interim remeasurement)
|
4.30
|
%
|
|
N/A
|
|
|
N/A
|
|
Expected long-term rate of return on plan assets
|
8.25
|
%
|
|
8.25
|
%
|
|
8.75
|
%
|
Health care trend rate pre- and post- 65
|
7.00
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
Ultimate health care trend rate
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Year in which ultimate reached
|
2021
|
|
|
2020
|
|
|
2019
|
|
U.S. Large Cap Equity Securities
|
17
|
%
|
U.S. Small Cap and Mid Cap Equity Securities
|
4
|
|
Non U.S. Equity Securities
|
20
|
|
Fixed Income Securities
|
25
|
|
Hedge Funds and Similar Investments
|
20
|
|
Private Equity and Other
|
14
|
|
|
100
|
%
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Asset Category:
|
(In millions)
|
||||||||||||||||||||||||||||||
Short-term investments (b)
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Large Cap (c)
|
302
|
|
|
—
|
|
|
—
|
|
|
302
|
|
|
189
|
|
|
3
|
|
|
—
|
|
|
192
|
|
||||||||
U.S. Small/Mid Cap (d)
|
147
|
|
|
—
|
|
|
—
|
|
|
147
|
|
|
105
|
|
|
—
|
|
|
—
|
|
|
105
|
|
||||||||
Non U.S. (e)
|
282
|
|
|
9
|
|
|
—
|
|
|
291
|
|
|
230
|
|
|
7
|
|
|
—
|
|
|
237
|
|
||||||||
Fixed income securities (f)
|
17
|
|
|
350
|
|
|
—
|
|
|
367
|
|
|
38
|
|
|
247
|
|
|
—
|
|
|
285
|
|
||||||||
Hedge Funds and Similar Investments (g)
|
130
|
|
|
25
|
|
|
159
|
|
|
314
|
|
|
102
|
|
|
24
|
|
|
119
|
|
|
245
|
|
||||||||
Private Equity and Other (h)
|
—
|
|
|
—
|
|
|
101
|
|
|
101
|
|
|
—
|
|
|
—
|
|
|
86
|
|
|
86
|
|
||||||||
Total
|
$
|
883
|
|
|
$
|
384
|
|
|
$
|
260
|
|
|
$
|
1,527
|
|
|
$
|
665
|
|
|
$
|
283
|
|
|
$
|
205
|
|
|
$
|
1,153
|
|
(a)
|
See Note 3 — Fair Value for a description of levels within the fair value hierarchy.
|
(b)
|
This category predominantly represents certain short-term fixed income securities and money market investments that are managed in separate accounts or commingled funds. Pricing for investments in this category are obtained from quoted prices in actively traded markets or valuations from brokers or pricing services.
|
(c)
|
This category comprises both actively and not actively managed portfolios that track the S&P 500 low cost equity index funds. Investments in this category are exchange-traded securities whereby unadjusted quote prices can be obtained. Exchange-traded securities held in a commingled fund are classified as Level 2 assets.
|
(d)
|
This category represents portfolios of small and medium capitalization domestic equities. Investments in this category are exchange-traded securities whereby unadjusted quote prices can be obtained. Exchange-traded securities held in a commingled fund are classified as Level 2 assets.
|
(e)
|
This category primarily consists of portfolios of non-U.S. developed and emerging market equities. Investments in this category are exchange-traded securities whereby unadjusted quote prices can be obtained. Exchange-traded securities held in a commingled fund are classified as Level 2 assets.
|
(f)
|
This category includes corporate bonds from diversified industries, U.S. Treasuries, bank loans and mortgage backed securities. Pricing for investments in this category is obtained from quoted prices in actively traded markets and quotations from broker or pricing services. Non-exchange traded securities and exchange-traded securities held in commingled funds are classified as Level 2 assets.
|
(g)
|
This category utilizes a diversified group of strategies that attempt to capture financial market inefficiencies and includes publicly traded debt and equity, publicly traded mutual funds, commingled and limited partnership funds and non-exchange traded securities. Pricing for Level 1 and Level 2 assets in this category is obtained from quoted prices in actively traded markets and quoted prices from broker or pricing services. Non-exchange traded securities held in commingled funds are classified as Level 2 assets. Valuations for some Level 3 assets in this category may be based on limited observable inputs as there may be little, if any, publicly available pricing.
|
(h)
|
This category includes a diversified group of funds and strategies that primarily invests in private equity partnerships. This category also includes investments in timber and private mezzanine debt. Pricing for investments in this category is based on limited observable inputs as there is little, if any, publicly available pricing. Valuations for assets in this category may be based on discounted cash flow analyses, relevant publicly-traded comparables and comparable transactions.
|
|
Year Ended December 31, 2013
|
|
Year Ended December 31, 2012
|
||||||||||||||||||||
|
Hedge Funds
and Similar
Investments
|
|
Private Equity
and Other
|
|
Total
|
|
Hedge Funds
and Similar
Investments
|
|
Private Equity
and Other
|
|
Total
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Beginning Balance at January 1
|
$
|
119
|
|
|
$
|
86
|
|
|
$
|
205
|
|
|
$
|
95
|
|
|
$
|
60
|
|
|
$
|
155
|
|
Total realized/unrealized gains (losses):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Realized gains (losses)
|
—
|
|
|
2
|
|
|
2
|
|
|
6
|
|
|
(11
|
)
|
|
(5
|
)
|
||||||
Unrealized gains
|
14
|
|
|
7
|
|
|
21
|
|
|
—
|
|
|
14
|
|
|
14
|
|
||||||
Purchases, sales and settlements:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases
|
26
|
|
|
15
|
|
|
41
|
|
|
86
|
|
|
36
|
|
|
122
|
|
||||||
Sales
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
|
(68
|
)
|
|
(13
|
)
|
|
(81
|
)
|
||||||
Ending Balance at December 31
|
$
|
159
|
|
|
$
|
101
|
|
|
$
|
260
|
|
|
$
|
119
|
|
|
$
|
86
|
|
|
$
|
205
|
|
The amount of total gains for the period attributable to the change in unrealized gains or losses related to assets still held at the end of the period
|
$
|
14
|
|
|
$
|
9
|
|
|
$
|
23
|
|
|
$
|
6
|
|
|
$
|
2
|
|
|
$
|
8
|
|
•
|
Authorized limit is
11,500,000
shares of common stock;
|
•
|
Prohibits the grant of a stock option with an exercise price that is less than the fair market value of the Company’s stock on the date of the grant; and
|
•
|
Imposes the following award limits to a single participant in a single calendar year, (1) options for more than
500,000
shares of common stock; (2) stock awards for more than
150,000
shares of common stock; (3) performance share awards for more than
300,000
shares of common stock (based on the maximum payout under the award); or (4) more than
1,000,000
performance units, which have a face amount of $
1.00
each.
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Stock-based compensation expense
|
$
|
99
|
|
|
$
|
83
|
|
|
$
|
66
|
|
Tax benefit
|
38
|
|
|
33
|
|
|
25
|
|
|||
Stock-based compensation cost capitalized in property, plant and equipment
|
15
|
|
|
5
|
|
|
4
|
|
|
Number of
Options
|
|
Weighted
Average
Exercise Price
|
|
Aggregate
Intrinsic
Value (In millions)
|
|||||
Options outstanding at December 31, 2012
|
1,192,670
|
|
|
$
|
41.86
|
|
|
|
||
Granted
|
—
|
|
|
$
|
—
|
|
|
|
||
Exercised
|
(458,603
|
)
|
|
$
|
40.71
|
|
|
|
||
Forfeited or expired
|
(10,370
|
)
|
|
$
|
41.46
|
|
|
|
||
Options outstanding and exercisable at December 31, 2013
|
723,697
|
|
|
$
|
42.60
|
|
|
$
|
18
|
|
|
|
|
|
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Remaining Contractual Life (Years)
|
|||||||
|
|
|
|
Number of Options
|
|
|
|||||||||
Range of Exercise Prices
|
|
|
|
||||||||||||
$
|
27.00
|
|
—
|
$
|
38.00
|
|
|
67,257
|
|
|
$
|
28.30
|
|
|
5.15
|
$
|
38.01
|
|
—
|
$
|
42.00
|
|
|
167,447
|
|
|
$
|
41.23
|
|
|
3.21
|
$
|
42.01
|
|
—
|
$
|
45.00
|
|
|
351,893
|
|
|
$
|
44.02
|
|
|
4.16
|
$
|
45.01
|
|
—
|
$
|
50.00
|
|
|
137,100
|
|
|
$
|
47.67
|
|
|
3.08
|
|
|
|
|
723,697
|
|
|
$
|
42.60
|
|
|
3.83
|
|
2013
|
|
2012
|
|
2011
|
||||||
Fair value of awards vested (in millions)
|
$
|
8
|
|
|
$
|
9
|
|
|
$
|
13
|
|
Restricted common shares awarded
|
127,785
|
|
|
167,320
|
|
|
381,840
|
|
|||
Weighted average market price of shares awarded
|
$
|
64.72
|
|
|
$
|
53.71
|
|
|
$
|
47.98
|
|
Compensation cost charged against income (in millions)
|
$
|
23
|
|
|
$
|
12
|
|
|
$
|
12
|
|
|
Restricted
Stock
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Balance at December 31, 2012
|
597,648
|
|
|
$
|
48.33
|
|
Grants
|
127,785
|
|
|
$
|
64.72
|
|
Forfeitures
|
(7,155
|
)
|
|
$
|
54.61
|
|
Vested and issued
|
(225,949
|
)
|
|
$
|
45.54
|
|
Balance at December 31, 2013
|
492,329
|
|
|
$
|
53.76
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Compensation expense
|
$
|
77
|
|
|
$
|
71
|
|
|
$
|
53
|
|
Cash settlements (a)
|
$
|
9
|
|
|
$
|
4
|
|
|
$
|
3
|
|
Stock settlements (a)
|
$
|
56
|
|
|
$
|
41
|
|
|
$
|
25
|
|
(a)
|
Sum of cash and stock settlements approximates the intrinsic value of the liability.
|
|
Performance Shares
|
|
Balance at December 31, 2012
|
1,634,364
|
|
Grants
|
564,561
|
|
Forfeitures
|
(41,512
|
)
|
Payouts
|
(548,624
|
)
|
Balance at December 31, 2013
|
1,608,789
|
|
|
Unrecognized
Compensation
Cost
|
|
Weighted Average
to be Recognized
|
||
|
(In millions)
|
|
(In years)
|
||
Stock awards
|
$
|
10
|
|
|
0.93
|
Performance shares
|
45
|
|
|
0.93
|
|
|
$
|
55
|
|
|
0.93
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Electric
|
$
|
26
|
|
|
$
|
29
|
|
|
$
|
33
|
|
Gas
|
4
|
|
|
4
|
|
|
2
|
|
|||
Gas Storage and Pipelines
|
3
|
|
|
6
|
|
|
8
|
|
|||
Power and Industrial Projects
|
816
|
|
|
801
|
|
|
238
|
|
|||
Energy Trading
|
43
|
|
|
43
|
|
|
70
|
|
|||
Corporate and Other
|
(24
|
)
|
|
(37
|
)
|
|
(50
|
)
|
|||
Discontinued Operations
|
—
|
|
|
2
|
|
|
—
|
|
|||
|
$
|
868
|
|
|
$
|
848
|
|
|
$
|
301
|
|
|
Operating
Revenue
|
|
Depreciation,
Depletion &
Amortization
|
|
Interest
Income
|
|
Interest
Expense
|
|
Income
Taxes
|
|
Net Income (Loss)
Attributable
to DTE
Energy
Company
|
|
Total
Assets
|
|
Goodwill
|
|
Capital
Expenditures
|
||||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Electric
|
$
|
5,199
|
|
|
$
|
902
|
|
|
$
|
(1
|
)
|
|
$
|
268
|
|
|
$
|
252
|
|
|
$
|
484
|
|
|
$
|
17,508
|
|
|
$
|
1,208
|
|
|
$
|
1,325
|
|
Gas
|
1,474
|
|
|
95
|
|
|
(7
|
)
|
|
58
|
|
|
77
|
|
|
143
|
|
|
3,938
|
|
|
743
|
|
|
209
|
|
|||||||||
Gas Storage and Pipelines
|
132
|
|
|
23
|
|
|
(7
|
)
|
|
18
|
|
|
45
|
|
|
70
|
|
|
824
|
|
|
24
|
|
|
245
|
|
|||||||||
Power and Industrial Projects
|
1,950
|
|
|
72
|
|
|
(6
|
)
|
|
27
|
|
|
(45
|
)
|
|
66
|
|
|
1,067
|
|
|
26
|
|
|
93
|
|
|||||||||
Energy Trading
|
1,771
|
|
|
1
|
|
|
—
|
|
|
8
|
|
|
(38
|
)
|
|
(58
|
)
|
|
623
|
|
|
17
|
|
|
3
|
|
|||||||||
Corporate and Other
|
3
|
|
|
1
|
|
|
(51
|
)
|
|
120
|
|
|
(37
|
)
|
|
(44
|
)
|
|
2,945
|
|
|
—
|
|
|
1
|
|
|||||||||
Reclassifications and Eliminations
|
(868
|
)
|
|
—
|
|
|
63
|
|
|
(63
|
)
|
|
—
|
|
|
—
|
|
|
(970
|
)
|
|
—
|
|
|
—
|
|
|||||||||
Total
|
$
|
9,661
|
|
|
$
|
1,094
|
|
|
$
|
(9
|
)
|
|
$
|
436
|
|
|
$
|
254
|
|
|
$
|
661
|
|
|
$
|
25,935
|
|
|
$
|
2,018
|
|
|
$
|
1,876
|
|
|
Operating
Revenue
|
|
Depreciation,
Depletion &
Amortization
|
|
Interest
Income
|
|
Interest
Expense
|
|
Income
Taxes
|
|
Net Income (Loss)
Attributable
to DTE
Energy
Company
|
|
Total
Assets
|
|
Goodwill
|
|
Capital
Expenditures
|
||||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||||||
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Electric
|
$
|
5,293
|
|
|
$
|
827
|
|
|
$
|
(1
|
)
|
|
$
|
272
|
|
|
$
|
280
|
|
|
$
|
483
|
|
|
$
|
17,755
|
|
|
$
|
1,208
|
|
|
$
|
1,230
|
|
Gas
|
1,315
|
|
|
92
|
|
|
(7
|
)
|
|
59
|
|
|
50
|
|
|
115
|
|
|
4,059
|
|
|
745
|
|
|
221
|
|
|||||||||
Gas Storage and Pipelines
|
96
|
|
|
8
|
|
|
(8
|
)
|
|
8
|
|
|
39
|
|
|
61
|
|
|
668
|
|
|
22
|
|
|
233
|
|
|||||||||
Power and Industrial Projects
|
1,823
|
|
|
65
|
|
|
(7
|
)
|
|
37
|
|
|
(44
|
)
|
|
42
|
|
|
991
|
|
|
26
|
|
|
83
|
|
|||||||||
Energy Trading
|
1,109
|
|
|
2
|
|
|
—
|
|
|
8
|
|
|
7
|
|
|
12
|
|
|
629
|
|
|
17
|
|
|
1
|
|
|||||||||
Corporate and Other
|
3
|
|
|
1
|
|
|
(52
|
)
|
|
121
|
|
|
(46
|
)
|
|
(47
|
)
|
|
3,074
|
|
|
—
|
|
|
3
|
|
|||||||||
Reclassifications and Eliminations
|
(848
|
)
|
|
—
|
|
|
65
|
|
|
(65
|
)
|
|
—
|
|
|
—
|
|
|
(837
|
)
|
|
—
|
|
|
—
|
|
|||||||||
Total from Continuing Operations
|
$
|
8,791
|
|
|
$
|
995
|
|
|
$
|
(10
|
)
|
|
$
|
440
|
|
|
$
|
286
|
|
|
$
|
666
|
|
|
$
|
26,339
|
|
|
$
|
2,018
|
|
|
$
|
1,771
|
|
Discontinued Operations (Note 7)
|
|
|
|
|
|
|
|
|
|
|
(56
|
)
|
|
—
|
|
|
—
|
|
|
49
|
|
||||||||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
$
|
610
|
|
|
$
|
26,339
|
|
|
$
|
2,018
|
|
|
$
|
1,820
|
|
|
Operating
Revenue
|
|
Depreciation,
Depletion &
Amortization
|
|
Interest
Income
|
|
Interest
Expense
|
|
Income
Taxes
|
|
Net Income (Loss)
Attributable
to DTE
Energy
Company
|
|
Total
Assets
|
|
Goodwill
|
|
Capital
Expenditures
|
||||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||||||
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Electric
|
$
|
5,154
|
|
|
$
|
818
|
|
|
$
|
(1
|
)
|
|
$
|
289
|
|
|
$
|
265
|
|
|
$
|
434
|
|
|
$
|
17,567
|
|
|
$
|
1,208
|
|
|
$
|
1,203
|
|
Gas
|
1,505
|
|
|
89
|
|
|
(7
|
)
|
|
64
|
|
|
60
|
|
|
110
|
|
|
4,065
|
|
|
745
|
|
|
179
|
|
|||||||||
Gas Storage and Pipelines
|
91
|
|
|
6
|
|
|
(5
|
)
|
|
7
|
|
|
35
|
|
|
57
|
|
|
538
|
|
|
22
|
|
|
16
|
|
|||||||||
Power and Industrial Projects
|
1,129
|
|
|
60
|
|
|
(8
|
)
|
|
32
|
|
|
11
|
|
|
38
|
|
|
789
|
|
|
26
|
|
|
56
|
|
|||||||||
Energy Trading
|
1,276
|
|
|
3
|
|
|
—
|
|
|
9
|
|
|
34
|
|
|
52
|
|
|
612
|
|
|
17
|
|
|
1
|
|
|||||||||
Corporate & Other
|
4
|
|
|
1
|
|
|
(47
|
)
|
|
145
|
|
|
(136
|
)
|
|
23
|
|
|
2,605
|
|
|
—
|
|
|
—
|
|
|||||||||
Reclassifications and Eliminations
|
(301
|
)
|
|
—
|
|
|
58
|
|
|
(58
|
)
|
|
(1
|
)
|
|
—
|
|
|
(485
|
)
|
|
—
|
|
|
—
|
|
|||||||||
Total from Continuing Operations
|
$
|
8,858
|
|
|
$
|
977
|
|
|
$
|
(10
|
)
|
|
$
|
488
|
|
|
$
|
268
|
|
|
$
|
714
|
|
|
$
|
25,691
|
|
|
$
|
2,018
|
|
|
$
|
1,455
|
|
Discontinued Operations (Note 7)
|
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|
318
|
|
|
2
|
|
|
29
|
|
||||||||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
$
|
711
|
|
|
$
|
26,009
|
|
|
$
|
2,020
|
|
|
$
|
1,484
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Year
|
||||||||||
|
(In millions, except per share amounts)
|
||||||||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating Revenues
|
$
|
2,516
|
|
|
$
|
2,225
|
|
|
$
|
2,387
|
|
|
$
|
2,533
|
|
|
$
|
9,661
|
|
Operating Income
|
$
|
410
|
|
|
$
|
223
|
|
|
$
|
329
|
|
|
$
|
241
|
|
|
$
|
1,203
|
|
Net Income Attributable to DTE Energy Company
|
$
|
234
|
|
|
$
|
105
|
|
|
$
|
198
|
|
|
$
|
124
|
|
|
$
|
661
|
|
Basic Earnings per Share
|
$
|
1.35
|
|
|
$
|
0.60
|
|
|
$
|
1.13
|
|
|
$
|
0.70
|
|
|
$
|
3.76
|
|
Diluted Earnings per Share
|
$
|
1.34
|
|
|
$
|
0.60
|
|
|
$
|
1.13
|
|
|
$
|
0.70
|
|
|
$
|
3.76
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating Revenues
|
$
|
2,239
|
|
|
$
|
2,013
|
|
|
$
|
2,190
|
|
|
$
|
2,349
|
|
|
$
|
8,791
|
|
Operating Income
|
$
|
312
|
|
|
$
|
294
|
|
|
$
|
406
|
|
|
$
|
267
|
|
|
$
|
1,279
|
|
Net Income Attributable to DTE Energy Company
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing Operations
|
$
|
156
|
|
|
$
|
147
|
|
|
$
|
226
|
|
|
$
|
137
|
|
|
$
|
666
|
|
Discontinued Operations
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
(56
|
)
|
|
(56
|
)
|
|||||
Net Income Attributable to DTE Energy Company
|
$
|
156
|
|
|
$
|
146
|
|
|
$
|
227
|
|
|
$
|
81
|
|
|
$
|
610
|
|
Basic Earnings per Share
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing Operations
|
$
|
0.91
|
|
|
$
|
0.87
|
|
|
$
|
1.31
|
|
|
$
|
0.79
|
|
|
$
|
3.89
|
|
Discontinued Operations
|
—
|
|
|
(0.01
|
)
|
|
0.01
|
|
|
(0.32
|
)
|
|
(0.33
|
)
|
|||||
Total
|
$
|
0.91
|
|
|
$
|
0.86
|
|
|
$
|
1.32
|
|
|
$
|
0.47
|
|
|
$
|
3.56
|
|
Diluted Earnings per Share
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing Operations
|
$
|
0.91
|
|
|
$
|
0.87
|
|
|
$
|
1.30
|
|
|
$
|
0.79
|
|
|
$
|
3.88
|
|
Discontinued Operations
|
—
|
|
|
(0.01
|
)
|
|
0.01
|
|
|
(0.32
|
)
|
|
(0.33
|
)
|
|||||
Total
|
$
|
0.91
|
|
|
$
|
0.86
|
|
|
$
|
1.31
|
|
|
$
|
0.47
|
|
|
$
|
3.55
|
|
|
|
(i) Exhibits filed herewith:
|
4-282
|
|
Supplemental Indenture, dated as of December 1, 2013, between DTE Energy Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee. (2013 Series F Senior Notes due 2023)
|
|
|
|
4-283
|
|
Forty-Fourth Supplemental Indenture, dated as of December 1, 2013 to Indenture of Mortgage and Deed of Trust dated as of March 1, 1944 between DTE Gas Company and Citibank, N.A. (2013 Series C, D, and E)
|
|
|
|
12-56
|
|
Computation of Ratio of Earnings to Fixed Charges
|
|
|
|
21-9
|
|
Subsidiaries of the Company
|
|
|
|
23-27
|
|
Consent of PricewaterhouseCoopers LLP
|
|
|
|
31-87
|
|
Chief Executive Officer Section 302 Form 10-K Certification of Periodic Report
|
|
|
|
31-88
|
|
Chief Financial Officer Section 302 Form 10-K Certification of Periodic Report
|
|
|
|
99-55
|
|
First Amendment to the Amendment and Restatement of Master Trust Agreement for the DTE Energy Company Master Plan Trust between DTE Energy Corporate Services, LLC and DTE Energy Investment Committee and JP Morgan Chase Bank, N.A., dated as of March 13, 2013.
|
|
|
|
99-56
|
|
Second Amendment to the Amendment and Restatement of Master Trust Agreement for the DTE Energy Company Master Plan Trust between DTE Energy Corporate Services, LLC and DTE Energy Investment Committee and JP Morgan Chase Bank, N.A., dated as of September 30, 2013.
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Database
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
Supplemental Indenture, dated as of May 15, 2006, between DTE Energy Company and The Bank of New York, as trustee (Exhibit 4-239 to Form 10-Q for the quarter ended June 30, 2006). (2006 Series B 6.35% Senior Notes due 2016)
|
|
|
|
|
|
Supplemental Indenture, dated as of May 1, 2009, between DTE Energy Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-1 to Form 8-K dated May 13, 2009). (2009 Series A 7.625% Senior Notes due 2014)
|
|
|
|
|
|
Supplemental Indenture, dated as of December 1, 2011, between DTE Energy Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-274 to Form 8-K dated December 7, 2011). (2011 Series I 6.50% Junior Subordinated Debentures due 2061)
|
|
|
|
|
|
Supplemental Indenture, dated as of September 1, 2012, between DTE Energy Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-275 to Form 8-K dated October 1, 2012) (2012 Series C 5.25% Junior Subordinated Debentures due 2062)
|
|
|
|
4(b)
|
|
Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit B-1 to Detroit Edison's Registration Statement on Form A-2 (File No. 2-1630)) and indentures supplemental thereto, dated as of dates indicated below, and filed as exhibits to the filings set forth below:
|
|
|
|
|
|
Supplemental Indenture, dated as of December 1, 1940, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit B-14 to Detroit Edison's Registration Statement on Form A-2 (File No. 2-4609)). (amendment)
|
|
|
|
|
|
Supplemental Indenture, dated as of September 1, 1947, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit B-20 to Detroit Edison's Registration Statement on Form S-1 (File No. 2-7136)). (amendment)
|
|
|
|
|
|
Supplemental Indenture, dated as of March 1, 1950, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit B-22 to Detroit Edison's Registration Statement on Form S-1 (File No. 2-8290)). (amendment)
|
|
|
|
|
|
Supplemental Indenture, dated as of November 15, 1951, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit B-23 to Detroit Edison's Registration Statement on Form S-1 (File No. 2-9226)). (amendment)
|
|
|
|
|
|
Supplemental Indenture, dated as of August 15, 1957, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 3-B-30 to Detroit Edison's Form 8-K dated September 11, 1957). (amendment)
|
|
|
|
|
|
Supplemental Indenture, dated as of December 1, 1966, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 2-B-32 to Detroit Edison's Registration Statement on Form S-9 (File No. 2-25664)). (amendment)
|
|
|
|
|
|
Supplemental Indenture, dated as of February 15, 1990, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-212 to Detroit Edison's Form 10-K for the year ended December 31, 2000). (1990 Series B and C)
|
|
|
|
|
|
Supplemental Indenture, dated as of May 1, 1991, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-178 to Detroit Edison's Form 10-K for the year ended December 31, 1996). (1991 Series CP)
|
|
|
|
|
|
Supplemental Indenture, dated as of May 15, 1991, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-179 to Detroit Edison's Form 10-K for the year ended December 31, 1996). (1991 Series DP)
|
|
|
|
|
|
Supplemental Indenture, dated as of February 29, 1992, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-187 to Detroit Edison's Form 10-Q for the quarter ended March 31, 1998). (1992 Series AP)
|
|
|
|
|
|
Supplemental Indenture, dated as of April 26, 1993, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-215 to Detroit Edison's Form 10-K for the year ended December 31, 2000). (amendment)
|
|
|
|
|
|
Supplemental Indenture, dated as of August 1, 2000, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-210 to Detroit Edison's Form 10-Q for the quarter ended September 30, 2000). (2000 Series BP)
|
|
|
|
|
|
Supplemental Indenture, dated as of September 17, 2002, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4.1 to Detroit Edison's Registration Statement on Form S-3 (File No. 333-100000)). (amendment and successor trustee)
|
|
|
|
|
|
Supplemental Indenture, dated as of October 15, 2002, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-230 to Detroit Edison's Form 10-Q for the quarter ended September 30, 2002). (2002 Series B)
|
|
|
|
|
|
Supplemental Indenture, dated as of March 15, 2004, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-238 to Detroit Edison's Form 10-Q for the quarter ended March 31, 2004). (2004 Series A and B)
|
|
|
|
|
|
Supplemental Indenture, dated as of July 1, 2004, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-240 to Detroit Edison's Form 10-Q for the quarter ended June 30, 2004). (2004 Series D)
|
|
|
|
|
|
Supplemental Indenture, dated as of April 1, 2005, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between Detroit Edison and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4.3 to Detroit Edison's Registration Statement on Form S-4 (File No. 333-123926)). (2005 Series AR and BR)
|
|
|
|
|
|
Supplemental Indenture, dated as of September 15, 2005, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4.2 to Detroit Edison's Form 8-K dated September 29, 2005). (2005 Series C)
|
|
|
|
|
|
Supplemental Indenture, dated as of September 30, 2005, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between Detroit Edison and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-248 to Detroit Edison's Form 10-Q for the quarter ended September 30, 2005). (2005 Series E)
|
|
|
|
|
|
Supplemental Indenture, dated as of May 15, 2006, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-250 to Detroit Edison's Form 10-Q for the quarter ended June 30, 2006). (2006 Series A)
|
|
|
|
|
|
Supplemental Indenture, dated as of May 1, 2008 to Mortgage and Deed of Trust, dated as of October 1, 1924 between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-253 to Detroit Edison's Form 10-Q for the quarter ended June 30, 2008). (2008 Series ET)
|
|
|
|
|
|
Supplemental Indenture, dated as of June 1, 2008 to Mortgage and Deed of Trust, dated as of October 1, 1924 between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-255 to Detroit Edison's Form 10-Q for the quarter ended June 30, 2008). (2008 Series G)
|
|
|
|
|
|
Supplemental Indenture, dated as of July 1, 2008 to Mortgage and Deed of Trust, dated as of October 1, 1924 between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-257 to Detroit Edison's Form 10-Q for the quarter ended June 30, 2008). (2008 Series KT)
|
|
|
|
|
|
Supplemental Indenture, dated as of March 15, 2009 to Mortgage and Deed of Trust, dated as of October 1, 1924 between The Detroit Edison Company and The Bank of New York Mellon Trust Company N.A., as successor trustee (Exhibit 4-263 to Detroit Edison's Form 10-Q for the quarter ended March 31, 2009). (2009 Series BT)
|
|
|
|
|
|
Supplemental Indenture, dated as of August 1, 2010, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-269 to Detroit Edison's Form 10-Q for the quarter ended September 30, 2010). (2010 Series B)
|
|
|
|
|
|
Supplemental Indenture, dated as of September 1, 2010, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-271 to Detroit Edison's Form 10-Q for the quarter ended September 30, 2010). (2010 Series A)
|
|
|
|
|
|
Supplemental Indenture, dated as of December 1, 2010, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-273 to Detroit Edison's Form 10-K for the year ended December 31, 2010). (2010 Series CT)
|
|
|
|
|
|
Supplemental Indenture, dated as of March 1, 2011, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A. as successor trustee (Exhibit 4-274 to Detroit Edison's Form 10-Q for the quarter ended March 31, 2011). (2011 Series AT)
|
|
|
|
|
|
Supplemental Indenture, dated as of May 15, 2011, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A. as successor trustee (Exhibit 4-275 to Detroit Edison's Form 10-Q for the quarter ended June 30, 2011). (2011 Series B)
|
|
|
|
|
|
Supplemental Indenture, dated as of August 1, 2011, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A. as successor trustee (Exhibit 4-276 to Detroit Edison's Form 10-Q for the quarter ended September 30, 2011). (2011 Series GT)
|
|
|
|
|
|
Supplemental Indenture, dated as of August 15, 2011, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A. as successor trustee (Exhibit 4-277 to Detroit Edison's Form 10-Q for the quarter ended September 30, 2011). (2011 Series D, 2011 Series E, 2011 Series F)
|
|
|
|
|
|
Supplemental Indenture, dated as of September 1, 2011, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A. as successor trustee (Exhibit 4-278 to Detroit Edison's Form 10-Q for the quarter ended September 30, 2011). (2011 Series H)
|
|
|
|
|
|
Supplemental Indenture dated as of June 20, 2012, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-279 to Detroit Edison's Form 10-Q for the quarter ended June 30, 2012). (2012 Series A and B)
|
|
|
|
|
|
Supplemental Indenture, dated as of March 15, 2013, to the Mortgage and Deed of Trust dated as of October 1, 1924, between DTE Electric Company and The Bank of New York Mellon, N.A., as successor trustee (Exhibit 4-280 to DTE Electric Form 10-Q for the quarter ended March 31, 2013). (2013 Series A)
|
|
|
|
|
|
Supplemental Indenture, dated as of August 1, 2013, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between DTE Electric Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-281 to DTE Electric Form 10-Q for the quarter ended September 30, 2013). (2013 Series B)
|
|
|
|
4(c)
|
|
Collateral Trust Indenture, dated as of June 30, 1993, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-152 to Detroit Edison's Registration Statement (File No. 33-50325)) and indentures supplemental thereto, dated as of dates indicated below, and filed as exhibits to the filings set forth below:
|
|
|
|
|
|
Tenth Supplemental Indenture, dated as of October 23, 2002, to the Collateral Trust Indenture, dated as of June 30, 1993, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-231 to Detroit Edison's Form 10-Q for the quarter ended September 30, 2002). (6.35% Senior Notes due 2032)
|
|
|
|
|
|
Thirteenth Supplemental Indenture, dated as of April 1, 2004, to the Collateral Trust Indenture, dated as of June 30, 1993, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-237 to Detroit Edison's Form 10-Q for the quarter ended March 31, 2004). (4.875% Senior Notes Due 2029 and 4.65% Senior Notes due 2028)
|
|
|
|
|
|
Fourteenth Supplemental Indenture, dated as of July 15, 2004, to the Collateral Trust Indenture, dated as of June 30, 1993, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-239 to Detroit Edison's Form 10-Q for the quarter ended June 30, 2004). (2004 Series D 5.40% Senior Notes due 2014)
|
|
|
|
|
|
Sixteenth Supplemental Indenture, dated as of April 1, 2005, to the Collateral Trust Indenture, dated as of June 30, 1993, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4.1 to Detroit Edison's Registration Statement on Form S-4 (File No. 333-123926)). (2005 Series AR 4.80% Senior Notes due 2015 and 2005 Series BR 5.45% Senior Notes due 2035)
|
|
|
|
|
|
Eighteenth Supplemental Indenture, dated as of September 15, 2005, to the Collateral Trust Indenture, dated as of June 30, 1993, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4.1 to Detroit Edison's Form 8-K dated September 29, 2005). (2005 Series C 5.19% Senior Notes due October 1, 2023)
|
|
|
|
|
|
Nineteenth Supplemental Indenture, dated as of September 30, 2005, to the Collateral Trust Indenture, dated as of June 30, 1993, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-247 to Detroit Edison's Form 10-Q for the quarter ended September 30, 2005). (2005 Series E 5.70% Senior Notes due 2037)
|
|
|
|
|
|
Twentieth Supplemental Indenture, dated as of May 15, 2006, to the Collateral Trust Indenture dated as of June 30, 1993, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-249 to Detroit Edison's Form 10-Q for the quarter ended June 30, 2006). (2006 Series A Senior Notes due 2036)
|
|
|
|
|
|
Twenty-second Supplemental Indenture, dated as of December 1, 2007, to the Collateral Trust Indenture, dated as of June 30, 1993, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4.1 to Detroit Edison's Form 8-K dated December 18, 2007). (2007 Series A Senior Notes due 2038)
|
|
|
|
|
|
Twenty-fourth Supplemental Indenture, dated as of May 1, 2008 to the Collateral Trust Indenture, dated as of June 30, 1993 between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A. as successor trustee (Exhibit 4-254 to Detroit Edison's Form 10-Q for the quarter ended June 30, 2008). (2008 Series ET Variable Rate Senior Notes due 2029)
|
|
|
|
|
|
Amendment dated June 1, 2009 to the Twenty-fourth Supplemental Indenture, dated as of May 1, 2008 to the Collateral Trust Indenture, dated as of June 30, 1993 between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A. as successor trustee (Exhibit 4-265 to Detroit Edison's Form 10-Q for the quarter ended June 30, 2009) (2008 Series ET Variable Rate Senior Notes due 2029)
|
|
|
|
|
|
Twenty-fifth Supplemental Indenture, dated as of June 1, 2008 to the Collateral Trust Indenture, dated as of June 30, 1993 between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-256 to Detroit Edison's Form 10-Q for the quarter ended June 30, 2008). (2008 Series G 5.60% Senior Notes due 2018)
|
|
|
|
|
|
Twenty-sixth Supplemental Indenture, dated as of July 1, 2008 to the Collateral Trust Indenture, dated as of June 30, 1993 between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-258 to Detroit Edison's Form 10-Q for the quarter ended June 30, 2008). (2008 Series KT Variable Rate Senior Notes due 2020)
|
|
|
|
|
|
Amendment dated June 1, 2009 to the Twenty-sixth Supplemental Indenture, dated as of July 1, 2008 to the Collateral Trust Indenture, dated as of June 30, 1993 between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-266 to Detroit Edison's Form 10-Q for the quarter ended June 30, 2009) (2008 Series KT Variable Rate Senior Notes due 2020)
|
|
|
|
|
|
Twenty-ninth Supplemental Indenture, dated as of March 15, 2009, to the Collateral Trust Indenture, dated as of June 30, 1993 between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-264 to Detroit Edison's Form 10-Q for the quarter ended March 31, 2009). (2009 Series BT 6.00% Senior Notes due 2036)
|
|
|
|
|
|
Thirty-first Supplemental Indenture, dated as of August 1, 2010 to the Collateral Trust Indenture, dated as of June 1, 1993 between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-270 to Detroit Edison's Form 10-Q for the quarter ended September 30, 2010). (2010 Series B 3.45% Senior Notes due 2020)
|
|
|
|
|
|
Thirty-second Supplemental Indenture, dated as of September 1, 2010, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-272 to Detroit Edison's Form 10-Q for the quarter ended September 30, 2010). (2010 Series A 4.89% Senior Notes due 2020)
|
|
|
|
4(d)
|
|
Indenture dated as of June 1, 1998 between Michigan Consolidated Gas Company and Citibank, N.A., as trustee, related to Senior Debt Securities (Exhibit 4-1 to Michigan Consolidated Gas Company Registration Statement on Form S-3 (File No. 333-63370)) and indentures supplemental thereto, dated as of dates indicated below, and filed as exhibits to the filings set forth below:
|
|
|
|
|
|
Fourth Supplemental Indenture dated as of February 15, 2003, to the Indenture dated as of June 1, 1998 between Michigan Consolidated Gas Company and Citibank, N.A., trustee (Exhibit 4-3 to Michigan Consolidated Gas Company Form 10-Q for the quarter ended March 31, 2003). (5.70% Senior Notes, 2003 Series A due 2033)
|
|
|
|
|
|
Fifth Supplemental Indenture dated as of October 1, 2004, to the Indenture dated as of June 1, 1998 between Michigan Consolidated Gas Company and Citibank, N.A., trustee (Exhibit 4-6 to Michigan Consolidated Gas Company Form 10-Q for the quarter ended September 31, 2004). (5.00% Senior Notes, 2004 Series E due 2019)
|
|
|
|
|
|
Sixth Supplemental Indenture dated as of April 1, 2008, to the Indenture dated as of June 1, 1998 between Michigan Consolidated Gas Company and Citibank, N.A., trustee (Exhibit 4-241 to Form 10-Q for the quarter ended March 31, 2008). (5.26% Senior Notes, 2008 Series A due 2013, 6.04% Senior Notes, 2008 Series B due 2018 and 6.44% Senior Notes, 2008 Series C due 2023)
|
|
|
|
|
|
Seventh Supplemental Indenture, dated as of June 1, 2008 to Indenture dated as of June 1, 1998 between Michigan Consolidated Gas Company and Citibank, N.A., trustee (Exhibit 4-243 to Form 10-Q for the quarter ended June 30, 2008). (6.78% Senior Notes, 2008 Series F due 2028)
|
|
|
|
|
|
Eighth Supplemental Indenture, dated as of August 1, 2008 to Indenture dated as of June 1, 1998 between Michigan Consolidated Gas Company and Citibank, N.A., trustee (Exhibit 4-251 to Form 10-Q for the quarter ended September 30, 2008). (5.94% Senior Notes, 2008 Series H due 2015 and 6.36% Senior Notes, 2008 Series I due 2020)
|
|
|
|
4(e)
|
|
Indenture of Mortgage and Deed of Trust dated as of March 1, 1944 (Exhibit 7-D to Michigan Consolidated Gas Company Registration Statement No. 2-5252) and indentures supplemental thereto, dated as of dates indicated below, and filed as exhibits to the filings set forth below:
|
|
|
|
|
|
Thirty-second Supplemental Indenture dated as of January 5, 1993 to Indenture of Mortgage and Deed of Trust dated as of March 1, 1944 between Michigan Consolidated Gas Company and Citibank, N.A., trustee (Exhibit 4-1 to Michigan Consolidated Gas Company Form 10-K for the year ended December 31, 1992). (First Mortgage Bonds Designated Secured Term Notes, Series B)
|
|
|
|
|
|
Thirty-seventh Supplemental Indenture dated as of February 15, 2003 to Indenture of Mortgage and Deed of Trust dated as of March 1, 1944 between Michigan Consolidated Gas Company and Citibank, N.A., trustee (Exhibit 4-4 to Michigan Consolidated Gas Company Form 10-Q for the quarter ended March 31, 2003). (5.70% collateral bonds due 2033)
|
|
|
|
|
|
Thirty-eighth Supplemental Indenture dated as of October 1, 2004 to Indenture of Mortgage and Deed of Trust dated as of March 1, 1944 between Michigan Consolidated Gas Company and Citibank, N.A., trustee (Exhibit 4-5 to Michigan Consolidated Gas Company Form 10-Q for the quarter ended September 31, 2004). (2004 Series E collateral bonds)
|
|
|
|
|
|
Thirty-ninth Supplemental Indenture, dated as of April 1, 2008 to Indenture of Mortgage and Deed of Trust dated as of March 1, 1944 between Michigan Consolidated Gas Company and Citibank, N.A., trustee (Exhibit 4-240 to Form 10-Q for the quarter ended March 31, 2008). (2008 Series B and C Collateral Bonds)
|
|
|
|
|
|
Fortieth Supplemental Indenture, dated as of June 1, 2008 to Indenture of Mortgage and Deed of Trust dated as of March 1, 1944 between Michigan Consolidated Gas Company and Citibank, N.A., trustee (Exhibit 4-242 to Form 10-Q for the quarter ended June 30, 2008). (2008 Series F Collateral Bonds)
|
|
|
|
|
|
Forty-first Supplemental Indenture, dated as of August 1, 2008 to Indenture of Mortgage and Deed of Trust dated as of March 1, 1944 between Michigan Consolidated Gas Company and Citibank, N.A., trustee (Exhibit 4-250 to Form 10-Q for the quarter ended September 30, 2008). (2008 Series H and I Collateral Bonds)
|
|
|
|
|
|
Forty-third Supplemental Indenture, dated as of December 1, 2012 to Indenture of Mortgage and Deed of Trust dated as of March 1, 1944 between Michigan Consolidated Gas Company and Citibank, N.A., trustee (Exhibit 4-279 to Form 10-K for the year ended December 31, 2012). (2012 Series D Collateral Bonds)
|
|
|
|
10(a)
|
|
Form of Indemnification Agreement between DTE Energy Company and each of Gerard M. Anderson, Steven E. Kurmas, David E. Meador, Gerardo Norcia, Peter B. Oleksiak, Bruce D. Peterson, and non-employee Directors (Exhibit 10-1 to Form 8-K dated December 6, 2007).
|
|
|
|
10(b)
|
|
Certain arrangements pertaining to the employment of Gerard M. Anderson with The Detroit Edison Company, dated October 6, 1993 (Exhibit 10-48 to The Detroit Edison Company's Form 10-K for the year ended December 31, 1993).
|
|
|
|
10(c)
|
|
Certain arrangements pertaining to the employment of David E. Meador with The Detroit Edison Company, dated January 14, 1997 (Exhibit 10-5 to Form 10-K for the year ended December 31, 1996).
|
|
|
|
10(d)
|
|
Certain arrangements pertaining to the employment of Bruce D. Peterson, dated May 22, 2002 (Exhibit 10-48 to Form 10-Q for the quarter ended June 30, 2002).
|
|
|
|
10(e)
|
|
DTE Energy Company Annual Incentive Plan (Exhibit 10-44 to Form 10-Q for the quarter ended March 31, 2001).
|
|
|
|
10(f)
|
|
Amended and Restated DTE Energy Company 2006 Long-Term Incentive Plan (as Amended and Restated effective as of May 6, 2010 and as Amended May 3, 2012) (Exhibit A to DTE Energy's Definitive Proxy Statement dated March 15, 2012).
|
|
|
|
10(g)
|
|
DTE Energy Company Retirement Plan for Non-Employee Directors' Fees (as Amended and Restated effective as of December 31, 1998) (Exhibit 10-31 to Form 10-K for the year ended December 31, 1998).
|
|
|
|
10(h)
|
|
The Detroit Edison Company Supplemental Long-Term Disability Plan, dated January 27, 1997 (Exhibit 10-4 to Form 10-K for the year ended December 31, 1996).
|
|
|
|
10(i)
|
|
Description of Executive Life Insurance Plan (Exhibit 10-47 to Form 10-Q for the quarter ended June 30, 2002).
|
|
|
|
10(j)
|
|
DTE Energy Affiliates Nonqualified Plans Master Trust, effective as of August 15, 2013 (Exhibit 10-87 to Form 10-Q for the quarter ended September 30, 2013).
|
|
|
|
10(k)
|
|
Form of Director Restricted Stock Agreement (Exhibit 10.1 to Form 8-K dated June 23, 2005).
|
|
|
|
10(l)
|
|
Form of Director Restricted Stock Agreement pursuant to the DTE Energy Company Long-Term Incentive Plan (Exhibit 10.1 to Form 8-K dated June 29, 2006).
|
|
|
|
10(m)
|
|
DTE Energy Company Executive Supplemental Retirement Plan as Amended and Restated, effective as of January 1, 2005 (Exhibit 10.75 to Form 10-K for the year ended December 31, 2008).
|
|
|
|
|
|
First Amendment to the DTE Energy Company Executive Supplemental Retirement Plan (Amended and Restated Effective January 1, 2005) dated as of December 2, 2009 (Exhibit 10.1 to Form 8-K dated December 8, 2009).
|
|
|
|
|
|
Second Amendment to the DTE Energy Company Executive Supplemental Retirement Plan (Amended and Restated Effective January 1, 2005) dated as of May 5, 2011 (Exhibit 10.80 to Form 10-Q for the quarter ended March 31, 2012).
|
|
|
|
10(n)
|
|
DTE Energy Company Supplemental Retirement Plan as Amended and Restated, effective as of January 1, 2005 (Exhibit 10.76 to Form 10-K for the year ended December 31, 2008).
|
|
|
|
10(o)
|
|
DTE Energy Company Supplemental Savings Plan as Amended and Restated, effective as of January 1, 2005 (Exhibit 10.77 to Form 10-K for the year ended December 31, 2008).
|
|
|
|
|
|
Second Amendment to the DTE Energy Supplemental Savings Plan dated as of November 13, 2012 (Exhibit 10.81 to the Form 10-K for the year ended December 31, 2012).
|
|
|
|
10(p)
|
|
DTE Energy Company Executive Deferred Compensation Plan as Amended and Restated, effective as of January 1, 2005 (Exhibit 10.78 to Form 10-K for the year ended December 31, 2008).
|
|
|
|
10(q)
|
|
DTE Energy Company Plan for Deferring the Payment of Directors' Fees as Amended and Restated, effective as of January 1, 2005 (Exhibit 10.79 to Form 10-K for the year ended December 31, 2008).
|
|
|
|
10(r)
|
|
DTE Energy Company Deferred Stock Compensation Plan for Non-Employee Directors as Amended and Restated, effective January 1, 2005 (Exhibit 10.80 to Form 10-K for the year ended December 31, 2008).
|
|
|
|
10(s)
|
|
Form of Second Amended and Restated DTE Energy Company Five-Year Credit Agreement, dated as of October 21, 2011 and amended and restated as of April 5, 2013, by and among DTE Energy Company, the lenders party thereto, Citibank, N.A., as Administrative Agent, and Barclays Bank PLC, The Bank of Nova Scotia and JPMorgan Chase Bank, N.A. as Co-Syndication Agents (Exhibit 10.01 to Form 8-K filed on April 9, 2013).
|
|
|
|
10(t)
|
|
Form of Second Amended and Restated DTE Gas Company Five-Year Credit Agreement, dated as of October 21, 2011 and amended and restated as of April 5, 2013, by and among DTE Gas Company, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Barclays Bank PLC, Citibank, N.A., and Bank of America, N.A., as Co-Syndication Agents (Exhibit 10.02 to Form 8-K filed on April 9, 2013).
|
|
|
|
10(u)
|
|
Form of Second Amended and Restated DTE Electric Company Five-Year Credit Agreement, dated as of October 21, 2011 and amended and restated as of April 5, 2013, by and among DTE Electric Company, the lenders party thereto, Barclays Bank PLC, as Administrative Agent, and Citibank, N.A., JPMorgan Chase Bank, N.A., and The Royal Bank of Scotland plc as Co-Syndication Agents (Exhibit 10.01 to DTE Energy Company's and DTE Electric Company's Form 8-K filed on April 9, 2013).
|
|
|
|
10(v)
|
|
Form of Change-in-Control Agreement, dated as of November 8, 2007, between DTE Energy Company and each of Gerard M. Anderson, Steven E. Kurmas, David E. Meador, Gerardo Norcia and Bruce D. Peterson (Exhibit 10-71 to Form 10-Q for the quarter ended September 30, 2007).
|
|
|
|
99(a)
|
|
Amendment and Restatement of Master Trust Agreement for the DTE Energy Company Master Plan Trust between DTE Energy Corporate Services, LLC and DTE Energy Investment Committee and JP Morgan Chase Bank, N.A., dated as of October 15, 2010.
|
|
|
|
|
|
(iii) Exhibits furnished herewith:
|
32-87
|
|
Chief Executive Officer Section 906 Form 10-K Certification of Periodic Report
|
|
|
|
32-88
|
|
Chief Financial Officer Section 906 Form 10-K Certification of Periodic Report
|
|
Year Ending December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Allowance for Doubtful Accounts (shown as deduction from Accounts Receivable in the Consolidated Statements of Financial Position)
|
|
|
|
|
|
||||||
Balance at Beginning of Period
|
$
|
62
|
|
|
$
|
162
|
|
|
$
|
196
|
|
Additions:
|
|
|
|
|
|
||||||
Charged to costs and expenses
|
94
|
|
|
79
|
|
|
94
|
|
|||
Charged to other accounts (a)
|
23
|
|
|
16
|
|
|
18
|
|
|||
Deductions (b)
|
(124
|
)
|
|
(195
|
)
|
|
(146
|
)
|
|||
Balance at End of Period
|
$
|
55
|
|
|
$
|
62
|
|
|
$
|
162
|
|
(a)
|
Collection of accounts previously written off.
|
(b)
|
Uncollectible accounts written off.
|
|
|
DTE ENERGY COMPANY
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
By
|
/s/ GERARD M. ANDERSON
|
|
|
Gerard M. Anderson
Chairman of the Board and Chief Executive Officer |
By
|
|
/s/ GERARD M. ANDERSON
|
|
By
|
|
/s/ PETER B. OLEKSIAK
|
|
|
Gerard M. Anderson
Chairman of the Board,
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
|
|
Peter B. Oleksiak
Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
|
|
|
|
|
|
|
By
|
|
/s/ DONNA M. ENGLAND
|
|
By
|
|
/s/ JAMES B. NICHOLSON
|
|
|
Donna M. England
Chief Accounting Officer
(Principal Accounting Officer)
|
|
|
|
James B. Nicholson, Director
|
|
|
|
|
|
|
|
By
|
|
/s/ LILLIAN BAUDER
|
|
By
|
|
/s/ CHARLES W. PRYOR, JR.
|
|
|
Lillian Bauder, Director
|
|
|
|
Charles W. Pryor, Jr., Director
|
|
|
|
|
|
|
|
By
|
|
/s/ DAVID A. BRANDON
|
|
By
|
|
/s/ JOSUE ROBLES, JR.
|
|
|
David A. Brandon, Director
|
|
|
|
Josue Robles, Jr., Director
|
|
|
|
|
|
|
|
By
|
|
/s/ W. FRANK FOUNTAIN, JR.
|
|
By
|
|
/s/ RUTH G. SHAW
|
|
|
W. Frank Fountain, Jr., Director
|
|
|
|
Ruth G. Shaw, Director
|
|
|
|
|
|
|
|
By
|
|
/s/ CHARLES G. MCCLURE JR.
|
|
By
|
|
/s/ DAVID A. THOMAS
|
|
|
Charles G. McClure Jr., Director
|
|
|
|
David A. Thomas, Director
|
|
|
|
|
|
|
|
By
|
|
/s/ GAIL J. MCGOVERN
|
|
By
|
|
/s/ JAMES H. VANDENBERGHE
|
|
|
Gail J. McGovern, Director
|
|
|
|
James H. Vandenberghe, Director
|
|
|
|
|
|
|
|
By
|
|
/s/ MARK A. MURRAY
|
|
|
|
|
|
|
Mark A. Murray, Director
|
|
|
|
|
Designation of Series
|
Amount
Initially Issued |
Amount
Outstanding |
|||||||
First Mortgage Bonds
|
|
|
|||||||
(Secured Term Notes, Series B)
|
|
|
|||||||
8¼% Bonds due 2014
|
$
|
80,000,000
|
|
$
|
80,000,000
|
|
|||
2012 Series D First Mortgage Bonds
|
$
|
70,000,000
|
|
$
|
70,000,000
|
|
|||
|
|
|
|||||||
Collateral Bonds
|
|
|
|||||||
(Senior Notes)
|
|
|
|
||||||
|
|
|
|||||||
5.70% Collateral Bonds due 2033
|
$
|
200,000,000
|
|
$
|
200,000,000
|
|
|||
2004 Series E Collateral Bonds
|
$
|
120,000,000
|
|
$
|
120,000,000
|
|
|||
2008 Series B Collateral Bonds
|
$
|
100,000,000
|
|
$
|
100,000,000
|
|
|||
2008 Series C Collateral Bonds
|
$
|
25,000,000
|
|
$
|
25,000,000
|
|
|||
2008 Series F Collateral Bonds
|
$
|
75,000,000
|
|
$
|
75,000,000
|
|
|||
2008 Series H Collateral Bonds
|
$
|
140,000,000
|
|
$
|
140,000,000
|
|
|||
2008 Series I Collateral Bonds
|
$
|
50,000,000
|
|
$
|
50,000,000
|
|
|||
2012 Series D Collateral Bonds
|
$
|
70,000,000
|
|
$
|
70,000,000
|
|
COUNTY
|
RECORDED
|
LIBER/
INSTRUMENT NO.
|
PAGE
|
Cheboygan County Register of Deeds
|
12/11/12
|
1220
|
149
|
Chippewa County Register of Deeds
|
12/11/12
|
1147
|
365
|
Clare County Register of Deeds
|
12/11/12
|
1216
|
583
|
Clinton County Register of Deeds
|
12/11/12
|
5193677
|
N/A
|
Crawford County Register of Deeds
|
12/11/12
|
711
|
694
|
Delta County Register of Deeds
|
12/11/12
|
1066
|
621
|
Dickinson County Register of Deeds
|
12/11/12
|
GL 768 / 620
|
N/A
|
Emmet County Register of Deeds
|
12/12/12
|
1151
|
403
|
Gladwin County Register of Deeds
|
12/11/12
|
987
|
458
|
Grand Traverse County Register of Deeds
|
12/11/12
|
2012R – 23811
|
N/A
|
Gratiot County Register of Deeds
|
12/11/12
|
932
|
316
|
Ionia County Register of Deeds
|
`1/11/12
|
627
|
4097
|
Iosco County Register of Deeds
|
12/11/12
|
1067
|
387
|
Iron County Register of Deeds
|
12/11/12
|
609
|
168
|
Isabella County Register of Deeds
|
12/11/12
|
1615
|
946
|
Jackson County Register of Deeds
|
12/11/12
|
1999
|
202
|
Kalkaska County Register of Deeds
|
12/11/12
|
3111632
|
N/A
|
Kent County Register of Deeds
|
12/12/12
|
20130109-0003009
|
N/A
|
Lake County Register of Deeds
|
12/11/12
|
359
|
572
|
Leelanau County Register of Deeds
|
12/11/12
|
1147
|
166
|
Lenawee County Register of Deeds
|
12/11/12
|
2457.
|
970
|
Livingston County Register of Deeds
|
12/11/12
|
2012R-043983
|
N/A
|
Macomb County Register of Deeds
|
1/7/13
|
21821
|
777
|
Manistee County Register of Deeds
|
12/11/12
|
2012R007414
|
N/A
|
Marquette County Register of Deeds
|
12/11/12
|
2012R-14886
|
N/A
|
Mason County Register of Deeds
|
12/11/12
|
2012R07702
|
N/A
|
Mecosta County Register of Deeds
|
12/12/12
|
828
|
2074
|
Menominee County Register of Deeds
|
12/11/12
|
723
|
402
|
Missaukee County Register of Deeds
|
12/11/12
|
2012-04035 AMMTG
|
N/A
|
Monroe County Register of Deeds
|
12/11/12
|
2012R28430
|
N/A
|
Montcalm County Register of Deeds
|
12/11/12
|
1565
|
768
|
Montmorency County Register of Deeds
|
12/11/12
|
332
|
164
|
Muskegon County Register of Deeds
|
12/14/12
|
3933
|
482
|
Newaygo County Register of Deeds
|
12/11/12
|
448
|
6226
|
Oakland County Register of Deeds
|
1/17/13
|
45223
|
525
|
Oceana County Register of Deeds
|
12/11/12
|
2012
|
30642
|
Ogemaw County Register of Deeds
|
12/11/12
|
3110057
|
N/A
|
Osceola County Register of Deeds
|
12/11/12
|
916
|
130
|
Oscoda County Register of Deeds
|
12/11/12
|
212-03159
|
N/A
|
Otsego County Register of Deeds
|
12/11/12
|
1307
|
602
|
Ottawa County Register of Deeds
|
12/13/12
|
2012 – 0053217
|
N/A
|
Presque Isle County Register of Deeds
|
12/11/12
|
529
|
512
|
Roscommon County Register of Deeds
|
12/12/12
|
1122
|
933
|
St. Clair County Register of Deeds
|
12/11/12
|
4334
|
181
|
COUNTY
|
RECORDED
|
LIBER/
INSTRUMENT NO.
|
PAGE
|
Saginaw County Register of Deeds
|
12/11/12
|
2702
|
2262
|
Shiawassee County Register of Deeds
|
12/11/12
|
1179
|
778
|
Washtenaw County Register of Deeds
|
12/11/12
|
4945
|
385
|
Wayne County Register of Deeds
|
12/11/12
|
50355
|
1245
|
Wexford County Register of Deeds
|
12/11/12
|
654
|
669
|
DTE Energy Company
|
|||||||||||||||||||
Computation of Ratio of Earnings to Fixed Charges
|
|||||||||||||||||||
|
|
||||||||||||||||||
|
Year Ended December 31
|
||||||||||||||||||
(Millions of Dollars)
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Pretax earnings
|
$
|
904
|
|
|
$
|
1,035
|
|
|
$
|
989
|
|
|
$
|
968
|
|
|
$
|
778
|
|
Adjustments
|
(8
|
)
|
|
(4
|
)
|
|
6
|
|
|
1
|
|
|
4
|
|
|||||
Fixed Charges
|
461
|
|
|
463
|
|
|
520
|
|
|
567
|
|
|
572
|
|
|||||
Net earnings
|
$
|
1,357
|
|
|
$
|
1,494
|
|
|
$
|
1,515
|
|
|
$
|
1,536
|
|
|
$
|
1,354
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
432
|
|
|
$
|
441
|
|
|
$
|
490
|
|
|
$
|
543
|
|
|
$
|
545
|
|
Adjustments
|
29
|
|
|
22
|
|
|
30
|
|
|
24
|
|
|
27
|
|
|||||
Fixed Charges
|
$
|
461
|
|
|
$
|
463
|
|
|
$
|
520
|
|
|
$
|
567
|
|
|
$
|
572
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
2.94
|
|
|
3.23
|
|
|
2.91
|
|
|
2.71
|
|
|
2.37
|
|
Subsidiary
|
|
State of Incorporation
|
1. DTE Electric Company
|
|
Michigan
|
2. DTE Enterprises, Inc.
|
|
Michigan
|
3. DTE Gas Holdings, Inc.
|
|
Michigan
|
4. DTE Gas Company
|
|
Michigan
|
5. DTE Energy Trading, Inc.
|
|
Michigan
|
1.
|
I have reviewed this Annual Report on Form 10-K of DTE Energy Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/S/ GERARD M. ANDERSON
|
Date:
|
February 14, 2014
|
Gerard M. Anderson
Chairman of the Board and
Chief Executive Officer of DTE Energy Company
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of DTE Energy Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/S/ PETER B. OLEKSIAK
|
Date:
|
February 14, 2014
|
Peter B. Oleksiak
Senior Vice President and
Chief Financial Officer of DTE Energy Company
|
|
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
February 14, 2014
|
/S/ GERARD M. ANDERSON
|
|
|
Gerard M. Anderson
Chairman of the Board and
Chief Executive Officer of DTE Energy Company
|
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
February 14, 2014
|
/S/ PETER B. OLEKSIAK
|
|
|
Peter B. Oleksiak
Senior Vice President and
Chief Financial Officer of DTE Energy Company
|
|
(1)
|
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
1 Chase Manhattan Plaza, New York, New York 10081 (“
J.P. Morgan
”); and
|
(2)
|
DTE ENERGY CORPORATE SERVICES, LLC and DTE ENERGY INVESTMENT COMMITTEE
(collectively, “
Customer
”).
|
(A)
|
The Customer acts as Sponsor, Investment Manager, Investor, Trust or similar capacity to certain Plans and/or Funds
|
(B)
|
The parties hereto wish to agree to terms which will govern the provision of certain services described herein to the Customer by J.P. Morgan.
|
1.
|
Definitions
|
1.1
|
“Account”
means the portion of assets of a Plan or Fund managed separately by a particular investment manager.
|
1.2
|
“Annual Cap”
means
an amount equal to twenty percent of the fees payable by the Customer for the Services during the then current calendar year.
|
1.3
|
“
Reports
” means the reports provided by J.P. Morgan to the Customer in accordance with this Agreement.
|
1.5
|
“Special or consequential loss or damage”
means any indirect loss or damage, special or consequential loss or damage, damage to reputation, or loss of profits, business, revenue, goodwill, expended management time or anticipated savings, whether or not such loss or damage was reasonably foreseeable by J.P. Morgan or any of its affiliates, and including any investment loss resulting from the reliance by the Customer on the accuracy or completeness of any Report.
|
2.
|
The Services
|
2.1
|
J.P. Morgan agrees to provide to the Customer the Reports in respect of each Account, containing the details, and in the manner and frequency as described in Schedule C-1.
|
3.
|
J.P. Morgan’s Status
|
3.1
|
The Customer acknowledges that the Reports are provided exclusively for the purpose of assisting the Customer in monitoring the investment performance of the Accounts. J.P. Morgan is providing a reporting service to the Customer to assist it in the management of the Accounts and, in doing so, is not acting in a fiduciary
|
3.2
|
J.P. Morgan has no duty to advise the Customer as to the purchase or sale of any Securities or to monitor the performance of the Securities, save for the purpose of producing the Reports.
|
3.3
|
Neither J.P. Morgan nor any third party suppliers or third party licensors shall have any liability for any of the Customer's direct or indirect reliance on the Reports, including, but not limited to, investment decisions, regulatory filings or other uses made in reliance upon any such Report by the Customer. The Customer assumes sole responsibility for its use of the Reports and holds J.P. Morgan harmless against any liability or claim of any person that is attributable to improper use of the Reports by the Customer.
|
4.
|
Reliance on Information
|
4.1.
|
In preparing the Reports, J.P. Morgan may obtain and rely on information provided by third parties selected by it. Such third parties may include, but are not limited to, index return providers, security characteristics providers, and Value-at-Risk statistics providers. J.P. Morgan will use reasonable care in the selection of such third parties, but neither J.P. Morgan nor any third party provider selected by J.P. Morgan shall have any liability for the content of such information provided or for any reliance placed on such information.
|
4.2
|
Where J.P. Morgan relies on accounting, pricing and associated security data information provided by the Customer or its third party administrator, J.P. Morgan has no liability for the content of the information or for any reliance placed on that information.
|
4.3
|
Customer acknowledges and agrees that J.P. Morgan will make use of various calculation methodologies in preparing the Reports. Customer acknowledges and agrees that it has had an opportunity to make inquiries regarding J.P. Morgan’s methodologies for the Services and, whether or not Customer availed itself of such opportunity, Customer hereby acknowledges J.P. Morgan’s use of such methodologies in preparing the Reports.
|
5.
|
Fees
|
5.1
|
In consideration of J.P. Morgan providing the Services as described in this Agreement to the Customer, the Customer shall pay J.P. Morgan such fees as are set forth in Schedule C-2.
|
6.
|
Termination
|
6.1
|
This Agreement will be in effect for an initial term of three years, effective as of the date of this Agreement. If the Customer terminates the Agreement prior to the initial term, the termination fee will be an amount equal to the fees that would have been otherwise paid for the balance remaining on the initial term of three years. This balance will be based on the average monthly volumes during the six month period prior to the Customer’s notice of termination.
|
6.2
|
After the initial term, the Agreement will be automatically renewed for successive one-year periods. This Agreement may be terminated by either party after the initial term of this Agreement, by giving the other party notice in writing ninety days prior to the start of a new one-year period.
|
7.
|
Liability
|
7.1
|
J.P. Morgan will use reasonable care in preparing the Reports, and take reasonable precautions to ensure that the Services provided to the Customer are complete and accurate. J.P. Morgan will only be liable to the extent that any liability is solely attributable to its negligence or willful default in preparing or providing the Reports. Furthermore, J.P. Morgan shall not be liable in any event for any special or consequential loss or damage in connection with the Services provided under this Agreement.
|
7.2
|
The Customer agrees that J.P. Morgan’s aggregate liability (either in tort, for breach of contract, or otherwise) for damages or losses incurred during any calendar year arising under this Agreement shall not exceed an amount equal to the Annual Cap. No action (either in tort, for breach of contract, or otherwise) arising out of or pertaining to the Services may be brought more than one year after the cause of action has accrued.
|
7.3
|
J.P. Morgan makes no warranties or representations of any kind, whether express, implied, statutory or otherwise, concerning the Reports or the Services provided hereunder.
|
7.4
|
J.P. Morgan shall have no liability, and shall not be obliged to provide the Services as described in this Agreement where it is prevented from doing so (either in whole or in part), arising because of an act of God, fire, flood, severe weather, civil or labor disturbance, act of war or terrorism, act of any governmental or other authority, or threat of any such act, legal constraint, malfunction of equipment (including, without limitation, computer or related software), failure of or the effect of rules or operations of any funds or securities transfer system or any pricing service or agency, inability to obtain information from third parties, interruption or failure of communications facilities (including, without limitation, Internet service), or any other cause beyond the reasonable control of J.P. Morgan. Notwithstanding the foregoing, J.P. Morgan shall maintain a commercially reasonable disaster recovery / business continuity program.
|
8.
|
Redistribution
|
8.1
|
Except as expressly set forth below in 8.3, Customer shall not re-market or re-distribute any data or other output from the Services – including, but not limited to, raw data (such as entire index databases of historical returns or security level data) or all or substantially all of the Reports (“Data”) – without prior written permission from J.P. Morgan.
|
8.2
|
The Data and the Services may contain data licensed from third party suppliers (for example, MSCI, Merrill Lynch). This third-party data is the intellectual property of those vendors and is subject to restrictions contained in the licenses, which J.P. Morgan cannot unilaterally change. If the third party supplier adds additional restrictions to the third party’s data's use, J.P. Morgan shall use reasonable efforts to notify the Customer of such change in writing. Customer's continued use of the data after receipt of notice shall constitute Customer's acceptance of the revised usage provision.
|
8.3
|
Customer is permitted to (i) create Derived Data from the Data, (ii) use the Derived Data for internal business analysis purposes, and (iii) may use the Reports or Derived Data from the Reports to produce internal and external performance comparisons and/or analyses, including marketing and client service materials for use with Customer’s existing and prospective clients and partners. “Derived Data” shall mean data created by Customer, in connection with Customer’s use of the Data as permitted under the terms of this Agreement, as a result of combining, processing, changing, converting or calculating the Data or any portion thereof with other data and which cannot be readily reverse engineered such that a third-party may access the Data via the Derived Data. In order to use and/or create Derived Data as set forth above, Customer agrees (i) to obtain any prior licenses, consents, or permits required by the third party suppliers, and (ii) not distribute or create Derived Data in the event the third party supplier prohibits the use of their information in this manner.
|
9.
|
Miscellaneous
|
9.1
|
This Agreement will be governed and construed under the laws of the State of New York, as applicable, without regard to New York’s principles regarding conflict of laws, except that the foregoing shall not reduce any statutory right to choose New York law or forum. The parties consent to the exclusive jurisdiction of the courts of the State of New York. The parties further hereby knowingly, voluntarily and intentionally waive, to the fullest extent permitted by applicable law, any right to a trial by jury with respect to any such lawsuit or judicial proceeding arising or relating to this Agreement or the transactions contemplated hereby.
|
9.2
|
This Agreement, including the Schedules, sets out the entire Agreement between the parties in connection with the subject matter, and this Agreement supersedes any other agreement, statement, or representation relating to the subject matter of this Agreement, whether oral or written. Amendments must be in writing and signed by J.P. Morgan and the Customer.
|
9.3
|
Notices will be served by registered mail or hand delivery to the address of the respective parties as set out on the first page of this Agreement, unless notice of a new address is given to the other parties in writing. Notice will not be deemed to be given unless it has been received.
|
9.4
|
This Agreement will be binding on each of the parties’ successors and assigns, but the parties agree that no party can assign its rights and obligations under this Agreement without the prior written consent of the other parties, which consent will not be unreasonably withheld.
|
9.5
|
If one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions will not in any way be affected or impaired.
|
9.6
|
A person who is not a party to this Agreement shall have no right to enforce any term of this Agreement.
|
•
|
Performance Measurement
– Calculated Monthly, Reported Monthly – Total Fund Level
|
(a)
|
Access to existing standard package of account level Performance Measurement reports, which are available via email.
|
(b)
|
Standard Performance Measurement reporting includes basic rates of return based on industry standard calculation methodologies for portfolios only. Does not include benchmarks.
|
(c)
|
Start of service loading of historical data, at the total portfolio or composite – at no additional cost if supplied in our specific format.
|
(d)
|
In line with market practice, J.P. Morgan does not provide performance calculations on portfolios where a majority of the positions are short.
|
(b)
|
Other capitalized terms used in this Rider shall have the meaning set forth in the Agreement.
|
(a)
|
In cases where cash is credited to a Fund, J.P. Morgan shall allocate that cash to that Fund’s Underlying Funds in accordance with the Guidelines applicable to cash allocations. J.P. Morgan shall execute, in accordance with the Guidelines, purchase or redemption orders in the proper amount with that Underlying Fund or in the case of an Underlying Fund which is a separately managed account, credit cash to that account, in the applicable amount.
|
(b)
|
In cases where J.P. Morgan is given Instructions to redeem investments in a Fund, J.P. Morgan shall allocate the amount of cash required to be raised among the Fund’s Underlying Funds in accordance with the Guidelines applicable to cash allocations. J.P. Morgan shall execute, in accordance with the Guidelines, purchase or redemption orders in the proper amount with that Underlying Fund, or in the case of a separately managed account, notify the Investment Manager of the amount of cash needed, in the applicable amount.
|
(a)
|
On or about the days set forth on Schedule E-1 with respect to a given Fund, J.P. Morgan shall calculate the percentage and/or dollar amount of the Fund’s assets which are invested in each underlying Fund. In the event that the portion of the Fund’s assets invested in any Underlying Fund is outside the Tolerance for that Underlying Fund, J.P. Morgan shall execute purchase or redemption orders in the proper amount with that Underlying Fund (or in the case of an Underlying Fund that is a separately managed account arrange for the deposit of cash in or withdrawal of cash from that account) in such an amount as is necessary to make the Fund’s investment in that Underlying Fund consistent with the rebalancing parameters set forth in the Guidelines. In no event shall J.P. Morgan be required to settle any investment in an Underlying Fund unless the Fund has sufficient cash on hand to fund the settlement.
|
(b)
|
In carrying out the purchase and redemptions transactions required under Section 3(a), J.P. Morgan shall arrange for the investment of cash proceeds of redemptions of an Underlying Fund that is in excess of its Tolerance, and shall redeem interests in other Underlying Funds as needed to fund a purchase with regard to an Underlying Fund that is below its Tolerance, provided that:
|
(i)
|
the proportion of the cash to be purchased or redeemed that would ordinarily be allocated to an Underlying Fund that is out of Tolerance shall be reallocated to the remaining Underlying Funds in accordance with the parameters set forth in the Guidelines for rebalancing; and
|
(ii)
|
to the extent that the amount of cash to be invested in or redeemed from any of the remaining Underlying Funds would, if included in the Underlying Fund on the date of the investment cause that Underlying Fund to be out of Tolerance, that amount of cash shall be allocated to the other Underlying Funds in accordance with the parameters set forth in the Guidelines for rebalancing;.
|
(a)
|
Except to the extent required by applicable law, including but not limited to ERISA, the Customer agrees that J.P. Morgan’s aggregate liability (either in tort, for breach of contract or otherwise) for damages or losses incurred with regard to the Services during any calendar year shall not exceed an amount equal to the Annual Cap.
|
(b)
|
Except to the extent required by applicable law, including but not limited to ERISA, no action (either in tort, for breach of contract or otherwise) arising out of any error or omission in performing the Services may be brought against J.P. Morgan more than one year after the cause of action has accrued.
|