þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Michigan
(State or other jurisdiction of incorporation or organization) |
38-3217752
(I.R.S. Employer Identification No.) |
|
One Energy Plaza, Detroit, Michigan
(Address of principal executive offices) |
48226-1279
(Zip Code) |
Title of Each Class
|
Name of Each Exchange on Which Registered
|
|
Common Stock, without par value
|
New York Stock Exchange | |
7.8% Trust Preferred Securities*
|
New York Stock Exchange | |
7.50% Trust Originated Preferred Securities**
|
New York Stock Exchange |
* | Issued by DTE Energy Trust I. DTE Energy fully and unconditionally guarantees the payments of all amounts due on these securities to the extent DTE Energy Trust I has funds available for payment of such distributions. | |
** | Issued by DTE Energy Trust II. DTE Energy fully and unconditionally guarantees the payments of all amounts due on these securities to the extent DTE Energy Trust II has funds available for payment of such distributions. |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
1
Company | DTE Energy Company and any subsidiary companies | |
CTA | Costs to achieve, consisting of project management, consultant support and employee severance, related to the Performance Excellence Process | |
Customer Choice | Statewide initiatives giving customers in Michigan the option to choose alternative suppliers for electricity and gas. | |
Detroit Edison | The Detroit Edison Company (a direct wholly owned subsidiary of DTE Energy Company) and subsidiary companies | |
DTE Energy | DTE Energy Company, directly or indirectly the parent of Detroit Edison, MichCon and numerous non-utility subsidiaries | |
EPA | United States Environmental Protection Agency | |
FASB | Financial Accounting Standards Board | |
FERC | Federal Energy Regulatory Commission | |
GCR | A gas cost recovery mechanism authorized by the MPSC, permitting MichCon to pass the cost of natural gas to its customers. | |
MDEQ | Michigan Department of Environmental Quality | |
MichCon | Michigan Consolidated Gas Company (an indirect wholly owned subsidiary of DTE Energy) and subsidiary companies | |
MISO | Midwest Independent System Operator, a Regional Transmission Organization | |
MPSC | Michigan Public Service Commission | |
Non-utility | 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 or the FERC. | |
NRC | Nuclear Regulatory Commission | |
Production tax credits | Tax credits as authorized under Sections 45K and 45 of the Internal Revenue Code that are designed to stimulate investment in and development of alternate fuel sources. The amount of a production tax credit can vary each year as determined by the Internal Revenue Service. | |
Proved reserves | Estimated quantities of natural gas, natural gas liquids and crude oil which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reserves under existing economic and operating conditions. | |
PSCR | A power supply cost recovery mechanism authorized by the MPSC that allows Detroit Edison to recover through rates its fuel, fuel-related and purchased power expenses. | |
Securitization | Detroit Edison 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. | |
SFAS | Statement of Financial Accounting Standards | |
Subsidiaries | The direct and indirect subsidiaries of DTE Energy Company |
2
Synfuels | The fuel produced through a process involving chemically modifying and binding particles of coal. Synfuels are used for power generation and coke production. Synfuel production through December 31, 2007 generated production tax credits. | |
Unconventional Gas | Includes those oil and gas deposits that originated and are stored in coal bed, tight sandstone and shale formations. |
Bcf | Billion cubic feet of gas | |
Bcfe | Conversion metric of natural gas, the ratio of 6 Mcf of gas to 1 barrel of oil. | |
GWh | Gigawatthour of electricity | |
kWh | Kilowatthour of electricity | |
Mcf | Thousand cubic feet of gas | |
MMcf | Million cubic feet of gas | |
MW | Megawatt of electricity | |
MWh | Megawatthour of electricity |
3
| access to capital markets and capital market conditions and the results of other financing efforts which can be affected by credit agency ratings; | |
| instability in capital markets which could impact availability of short and long-term financing; | |
| potential for continued loss on cash equivalents and investments, including nuclear decommissioning and benefit plan assets; | |
| the length and severity of ongoing economic decline; | |
| the timing and extent of changes in interest rates; | |
| the level of borrowings; | |
| the availability, cost, coverage and terms of insurance and stability of insurance providers; | |
| changes in the economic and financial viability of our customers, suppliers, and trading counterparties, and the continued ability of such parties to perform their obligations to the Company; | |
| the effects of weather and other natural phenomena on operations and sales to customers, and purchases from suppliers; | |
| economic climate and population growth or decline in the geographic areas where we do business; | |
| environmental issues, laws, regulations, and the increasing costs of remediation and compliance, including actual and potential new federal and state requirements that could include carbon and more stringent mercury emission controls, a renewable portfolio standard and energy efficiency mandates; | |
| nuclear regulations and operations associated with nuclear facilities; | |
| impact of electric and gas utility restructuring in Michigan, including legislative amendments and Customer Choice programs; | |
| employee relations and the impact of collective bargaining agreements; | |
| unplanned outages; | |
| changes in the cost and availability of coal and other raw materials, purchased power and natural gas; | |
| the effects of competition; | |
| the uncertainties of successful exploration of gas shale resources and inability to estimate gas reserves with certainty; | |
| impact of regulation by the FERC, MPSC, NRC and other applicable governmental proceedings and regulations, including any associated impact on rate structures; | |
| contributions to earnings by non-utility subsidiaries; | |
| changes in and application of federal, state and local tax laws and their interpretations, including the Internal Revenue Code, regulations, rulings, court proceedings and audits; | |
| the ability to recover costs through rate increases; | |
| the cost of protecting assets against, or damage due to, terrorism; | |
| changes in and application of accounting standards and financial reporting regulations; |
4
| changes in federal or state laws and their interpretation with respect to regulation, energy policy and other business issues; | |
| amounts of uncollectible accounts receivable; and | |
| binding arbitration, litigation and related appeals. |
5
Consists of Detroit Edison, our electric utility whose
operations include the power generation and electric
distribution facilities that service approximately
2.2 million residential, commercial, industrial and
wholesale customers throughout southeastern Michigan.
Consists of the gas distribution services provided by MichCon, a
gas utility that purchases, stores, transports and distributes
natural gas throughout Michigan to approximately
1.2 million residential,
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commercial and industrial customers, and Citizens Gas Fuel
Company (Citizens), a gas utility that distributes natural gas
in Adrian, Michigan to approximately 17,000 customers.
Gas Midstream
, primarily consisting of natural gas
pipelines and storage;
Unconventional Gas Production,
primarily consisting of
unconventional gas exploration, development and production;
Power and Industrial Projects
, primarily consisting of
on-site
energy services, steel-related projects, power generation and
coal transportation and marketing; and
Energy Trading,
primarily consisting of energy marketing
and trading operations.
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2008
2007
2006
(In millions)
$
1,726
$
1,739
$
1,671
1,753
1,723
1,603
894
854
835
119
125
109
170
259
350
4,662
4,700
4,568
212
200
169
$
4,874
$
4,900
$
4,737
(1)
Represents power that is not distributed by Detroit Edison.
8
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Location by
Summer Net
Michigan
Rated Capability(1)(2)
County
(MW)
(%)
Year in Service
St. Clair
1,026
9.2
1984 and 1985
Wayne
230
2.1
1951
St. Clair
785
7.1
1979
Huron
103
0.9
1968
St. Clair
84
0.8
1943 and 1947
Monroe
3,115
28.0
1971, 1973 and 1974
Wayne
523
4.7
1957 and 1958
St. Clair
1,368
12.3
1953, 1954, 1959, 1961 and 1969
Wayne
730
6.6
1949 and 1968
7,964
71.7
Various
1,101
9.9
1966-1971, 1981 and 1999
Monroe
1,122
10.1
1988
Mason
917
8.3
1973
11,104
100.0
(1)
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.
(2)
Excludes one oil-fueled unit, St. Clair Unit No. 5
(250 MW) in cold standby status.
(3)
The Belle River capability represents Detroit Edisons
entitlement to 81.39% of the capacity and energy of the plant.
See Note 7 of the Notes to the Consolidated Financial
Statements in Item 8 of this Report.
(4)
The Monroe Power Plant provided 38% of Detroit Edisons
total 2008 power plant generation.
(5)
Fermi 2 has a design electrical rating (net) of 1,150 MW.
(6)
Represents Detroit Edisons 49% interest in Ludington with
a total capability of 1,872 MW. See Note 7 of the
Notes to the Consolidated Financial Statements in Item 8 of
this Report.
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Circuit Miles
Overhead
Underground
28,114
13,875
102
690
2,324
335
72
13
30,612
14,913
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2008
2007
2006
(In millions)
$
1,824
$
1,536
$
1,541
143
140
135
73
59
69
112
140
104
$
2,152
$
1,875
$
1,849
Gas sales
Includes the sale and delivery of
natural gas primarily to residential and small-volume commercial
and industrial customers.
End user transportation
Gas delivery service
provided primarily to large-volume commercial and industrial
customers. Additionally, the service is provided to residential
customers, and small-volume commercial and industrial customers
who have elected to participate in our Customer Choice program.
End user transportation customers purchase natural gas directly
from producers or brokers and utilize our pipeline network to
transport the gas to their facilities or homes.
Intermediate transportation
Gas delivery
service provided to producers, brokers and other gas companies
that own the natural gas, but are not the ultimate consumers.
Intermediate transportation customers utilize our gathering and
high-pressure transmission system to transport the gas to
storage fields, processing plants, pipeline interconnections or
other locations.
Storage and other
Includes revenues from gas
storage, appliance maintenance, facility development and other
energy-related services.
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Availability
(MMcf/d)
Contract Expiration
10
2009
51
2010
53
2010
30
2011
245
2011
50
2012
75
2029
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% Owned
Description
Location
40%
348-mile pipeline with 1,200 MMcf per day capacity
Midwest
26%
182-mile pipeline with 525 MMcf per day capacity
New York
100%
71 Bcf of storage capacity
Macomb Co, MI
50%
16 Bcf of storage capacity
Macomb Co, MI
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2008
2007
2006
Gross
Net(1)
Gross
Net(1)
Gross
Net(1)
156
155
120
120
83
83
53
33
41
27
156
155
173
153
124
110
14,322
14,248
9,922
9,880
10,759
10,693
7,379
4,987
5,679
3,977
14,322
14,248
17,301
14,867
16,438
14,670
48,073
46,187
38,793
38,066
30,649
27,613
7,447
5,809
7,073
6,164
48,073
46,187
46,240
43,875
37,722
33,777
(1)
Excludes the interest of others.
(2)
Producing wells are the number of wells that are found to be
capable of producing hydrocarbons in sufficient quantities such
that proceeds from the sale of the production exceed production
expenses and taxes.
(3)
Excludes sold and impaired properties.
(4)
Developed lease acreage is the number of acres that are
allocated or assignable to productive wells or wells capable of
production.
(5)
Undeveloped lease acreage is the number of acres on which wells
have not been drilled or completed to a point that would permit
the production of commercial quantities of natural gas and oil
regardless of whether such acreage contains proved reserves.
15
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2009
2010
2.0
1.2
$
7.42
$
7.16
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Location
% Owned
Service Type
River Rouge, MI
100%
Pulverized Coal
Sparrows Point, MD
100%
Pulverized Coal
River Rouge, MI
100%
Metallurgical Coke Supply
Pittsburgh, PA
100%
Metallurgical Coke Supply
East Chicago, IN
14.8%
Metallurgical Coke Supply
Various sites in
50%
Electric Distribution, Chilled
MI, IN, OH
Water, Waste Water, Compressed Air, Mist and Dust Collectors
Detroit, MI
100%
Steam and Chilled Water
Moraine, OH
100%
Compressed Air
Tonawanda, NY
100%
Chilled and Waste Water
Defiance, OH
100%
Steam, Cooling Tower Water, Chilled Water, Compressed Air
Dearborn, MI
100%
Electric Distribution
Dearborn, MI
100%
Steam, Chilled Water, Compressed Air, Waste Water
Pontiac, MI
100%
Electric Generation and Steam
Lordstown, OH
100%
Steam, Chilled Water, Compressed Air, and Reverse Osmosis Water
Mobile, AL
50%
Electric Generation and Steam
Romulus, MI
100%
Electricity, Hot and Chilled Water
Pittsburgh, PA
100%
Hot and Chilled Water
Vicksburg, MS
100%
Pulverized Petroleum Coke
East China Twp, MI
100%
Natural Gas Generating Plant
Woodland, CA
99%
Wood Fired Power Plant
Cassville, WI
100%
Biomass Power Plant
Chicago, IL
100%
Coal Terminal and Blending Plant
17
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2008
2007
2006
23
28
26
18.6
23.5
22.9
2008
2007
2006
(In millions)
18
35
34
(1)
Includes intercompany transactions of 2 million,
19 million, and 14 million tons in 2008, 2007, and
2006, respectively, primarily related to synfuel operations in
2007 and 2006.
2008
2007
2006
(In millions)
$
5
$
5
$
6
2
2
1
3
5
Providing operating services to owners of industrial and power
plants; and
Acquiring and developing solid fuel-fired power plants, landfill
gas recovery facilities, renewable energy projects, and other
energy projects qualifying for tax credits.
18
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19
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2007
2006
(In millions)
$
21
$
23
186
260
$
207
$
283
Electric
Gas
Non-Utility
Total
(In millions)
$
2,800
$
$
$
2,800
55
1
53
3
38
41
9
1
10
$
2,867
$
39
$
1
$
2,904
$
100
$
3
$
1
$
104
20
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Present
Position
59
Chairman of the Board and Chief Executive Officer
8-1-98
50
Chief Operating Officer and
10-31-05
President
6-23-04
51
Executive Vice President and Chief Financial Officer
6-23-04
57
Senior Vice President and Chief Information Officer
12-31-01
59
Senior Vice President
5-16-05
52
President and Chief Operating Officer, Detroit Edison
12-08-08
and Group President, DTE Energy
12-08-08
52
Senior Vice President and General Counsel
6-25-02
45
President and Chief Operating Officer, MichCon and
6-28-07
Group President, DTE Energy
6-28-07
56
Vice President
1-15-01
42
Vice President and Controller
2-07-07
52
Corporate Secretary
8-4-05
(1)
As of December 31, 2008.
(2)
These executive officers held various positions at DTE Energy
for at least five or more years.
(3)
For eight years prior to joining DTE Energy, Mr. Hillegonds
was president of Detroit Renaissance, a private, non-profit
executive leadership organization dedicated to the growth of the
southeast Michigan economy.
21
Table of Contents
Item 1A.
Risk
Factors
22
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23
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24
Table of Contents
Item 1B.
Unresolved
Staff Comments
Item 3.
Legal
Proceedings
25
Table of Contents
Item 4.
Submission
of Matters to a Vote of Security Holders
26
Table of Contents
39
40
43
49
95
130
139
141
142
143
145
146
147
148
149
150
151
152
153
Item 5.
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
Dividends
Paid
Quarter
High
Low
Per Share
2008
First
$
45.34
$
37.87
$
0.530
Second
$
44.82
$
38.95
$
0.530
Third
$
44.97
$
38.78
$
0.530
Fourth
$
40.92
$
27.82
$
0.530
2007
First
$
49.42
$
45.14
$
0.530
Second
$
54.74
$
47.22
$
0.530
Third
$
51.74
$
45.26
$
0.530
Fourth
$
51.19
$
43.96
$
0.530
Number of Securities
Number of Securities
to be Issued Upon
Weighted-Average
Remaining Available For
Exercise of
Exercise Price of
Future Issuance Under Equity
Outstanding Options
Outstanding Options
Compensation Plans
5,013,699
$
42.45
4,822,431
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Number
of Shares
Maximum Dollar
Purchased as
Value that May
Number of
Average
Part of Publicly
Average
Yet Be
Shares
Price
Announced
Price Paid
Purchased Under
Purchased
Paid Per
Plans or
Per Share
the Plans or
(1)
Share (1)
Programs (2)
(2)
Programs (2)
34,300
$
43.96
$
822,895,623
203,670
41.24
822,895,623
83,760
38.92
822,895,623
22,220
41.46
822,895,623
32,000
43.13
822,895,623
35,000
43.72
822,895,623
1,200
43.07
822,895,623
20,000
42.25
822,895,623
822,895,623
9,455
34.95
822,895,623
37,464
36.91
822,895,623
822,895,623
479,069
(1)
Represents shares of common stock purchased on the open market
to provide shares to participants under various employee
compensation and incentive programs. These purchases were not
made pursuant to a publicly announced plan or program.
(2)
In January 2005, the DTE Energy Board of Directors authorized
the repurchase of up to $700 million of common stock
through 2008. In May 2007, the DTE Energy Board of Directors
authorized the repurchase of up to an additional
$850 million of common stock through 2009. Through
December 31, 2008, repurchases of approximately
$725 million of common stock were made under these
authorizations. These authorizations provide management with
flexibility to pursue share repurchases from time to time and
will depend on actual and future asset monetizations, cash flows
and investment opportunities.
28
Table of Contents
Item 6.
Selected
Financial Data
2008
2007
2006
2005
2004
(In millions, except per share amounts)
$
9,329
$
8,475
$
8,157
$
8,094
$
6,419
$
526
$
787
$
389
$
272
$
265
20
184
43
268
166
1
(3
)
$
546
$
971
$
433
$
537
$
431
$
3.23
$
4.62
$
2.18
$
1.55
$
1.53
.13
1.08
.24
1.52
.96
.01
(.02
)
$
3.36
$
5.70
$
2.43
$
3.05
$
2.49
$
2.12
$
2.12
$
2.075
$
2.06
$
2.06
$
24,590
$
23,742
$
23,785
$
23,335
$
21,297
$
7,741
$
6,971
$
7,474
$
7,080
$
7,606
$
5,995
$
5,853
$
5,849
$
5,769
$
5,548
(1)
2007 amounts include $580 million after-tax gain on the
Antrim sale transaction and $210 million after-tax losses
on hedge contracts associated with the Antrim sale. 2008 amounts
include $81 million after-tax gain on the sale of a portion
of the Barnett shale properties. See Note 3 of Notes to
Consolidated Financial Statements in Item 8 of this Report.
Item 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
2008
2007
2006
(In millions, except earnings per share)
$
526
$
787
$
389
$
3.23
$
4.62
$
2.18
$
546
$
971
$
433
$
3.36
$
5.70
$
2.43
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Impacts of national and regional economic conditions on utility
operations;
Effects of weather on utility operations;
Collectibility of accounts receivable on utility operations;
Impact of regulatory decisions on utility operations;
Impact of legislation on utility operations;
Fluctuations in market demand on coal supply;
Challenges associated with nuclear fuel;
Monetization of portions of our Unconventional Gas Production
business;
Discontinuance of planned monetization of a portion of our Power
and Industrial Projects business;
Results in our Energy Trading business;
Discontinuance of the Synthetic Fuel business; and
Required environmental and reliability-related capital
investments.
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In order to more accurately reflect the actual cost of providing
service to business customers, the MPSC adopted an immediate 39%
phase out of the residential rate subsidy, with the remaining
amount to be eliminated in equal installments over the next five
years, every October 1.
Accepted Detroit Edisons proposal to reinstate and modify
the tracking mechanism on Electric Choice sales (CIM) with
a base level of 1,561 GWh. The modified mechanism will not have
a cap on the amount recoverable.
Terminated the Pension Equalization Mechanism.
Approved an annual reconciliation mechanism to track expenses
associated with restoration costs (storm and non-storm related
expenses) and line clearance expenses. Annual reconciliations
will be required using a base expense level of $110 million
and $51 million, respectively.
Approved Detroit Edisons proposal to recover a return on
$15 million in working capital associated with the
preparation of an application for a new nuclear generation
facility at its current Fermi 2 site.
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2008 Public Act (PA) 286 that reforms Michigans utility
regulatory framework, including the electric Customer Choice
program,
2008 PA 295 that establishes a renewable
portfolio / energy optimization standard and provides
a funding mechanism, and
2008 PA 287 that provides for an income tax credit for the
purchase of energy efficient appliances and a credit to offset a
portion of the renewable charge.
Electric Customer Choice reform
The bill
establishes a 10 percent limit on participation in the
electric Customer Choice program. In general, customers
representing 10 percent of a utilitys load may
receive electric generation from an electric supplier that is
not a utility. After that threshold is met, the remaining
customers will remain on full, bundled utility service. As of
December 31, 2008, approximately 3 percent of Detroit
Edisons load was on the electric Customer Choice program.
The bill also allows continuation of prior MPSC policies for
customers to return to full utility service.
Cost-of-service based electric rates (deskewing)
The bill requires the MPSC to set rates based on
cost-of-service for all customer classes, eliminating over a
five-year period the current subsidy by businesses of
residential customer rates. This provision does not change total
revenue for Detroit Edison. It lowers rates for most commercial
and industrial customers and increases rates for residential and
certain other industrial customers to match the actual cost of
service for each customer class. Rate changes will be phased in
over five years, with a 2.5% annual cap on residential rate
increases due to deskewing beginning January 1, 2009. Rates
for schools and other qualified educational institutions will be
set at their cost of service sooner.
File and use ratemaking
The bill establishes
a 12 month deadline for the MPSC to complete a rate case
and allows a utility to self-implement rate changes six months
after a rate filing, subject to certain limitations. If the
final case order leads to lower rates than the utility had
self-implemented, the utility will refund with interest, the
difference. In addition, utility rate cases may be based on a
forward test year. The bill also has provisions designed to help
the MPSC obtain increased funding for additional staff.
Certificate of Need process for major capital investments
The bill establishes a certificate of need
process for capital projects costing more than
$500 million. The process requires the MPSC to review for
prudence, prior to construction, proposed investments in new
generating assets, acquisitions of existing power plants, major
upgrades of power plants, and long-term power purchase
agreements. The
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bill increases the certainty for utilities to recover the cost
of projects approved by the MPSC and provides for the utilities
to recover interest expenses during construction.
Merger & Acquisition approval
The
bill grants the MPSC the authority to review and approve
proposed utility mergers and acquisitions in Michigan and sets
out evaluation criteria.
The bill requires electric providers to source 10% of
electricity sold to retail customers from renewable energy
resources by 2015.
Qualifying renewable energy resources include wind, biomass,
solar, hydro, and geothermal, among others.
Detroit Edison will be required to have a renewable energy
capacity portfolio of 300MW by December 31, 2013 and 600MW
by December 31, 2015.
The MPSC will establish a per meter surcharge to fund the
renewable energy requirements. The recovery mechanism starts
prior to actual construction in order to smooth the rate impact
for customers.
The bill allows for the lowering of compliance if RPS costs
exceed the surcharge/cost cap or if other specified factors
adversely affect the availability of renewable energy.
The bill specifies that a utility can build or have others build
and later sell to the utility up to 50 percent of the
generation required to meet the RPS. The other 50 percent
would be contracted through power purchase agreements.
The bill also provides for a net metering program to be
established by MPSC order for
on-site
customer-owned renewable generation up to 1% of an electric
utilitys load.
Requires utilities to create electric and natural gas energy
optimization plans for each customer class and includes funding
surcharges as well as the potential for incentives for exceeding
performance goals.
For electric sales, the program targets 0.3 percent annual
savings in 2009, ramping up to 1 percent annual savings by
2012. Savings percentages are based on prior year retail sales.
For natural gas sales, the targeted annual savings start at
0.1 percent in 2009 and ramp up to 0.75 percent by
2012.
The MPSC will allow utilities to capitalize certain costs of
their energy optimization program. The costs which can be
capitalized include equipment, materials, installation costs and
customer incentives.
Incentives are potentially available for exceeding annual
program targets. The financial incentive could be the lesser of
25% of the net cost reduction to our customers or 15% of total
program spend, subject to MPSC approval.
The bill would also allow a natural gas utility that spends at
least 0.5 percent of its revenues on energy efficiency
programs to implement a symmetrical decoupling
true-up
mechanism that adjusts for sales volumes that are above or below
the level reflected in its gas distribution rates.
By March 2016, the MPSC may suspend the program if it determines
the program is no longer cost-effective.
33
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34
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2008
2007
2006
33
27
155
120
83
155
153
110
4.7
2.8
5.0
3.0
1.3
5.0
7.7
4.1
75
60
167
144
111
167
219
171
4,987
3,977
14,248
9,880
10,693
14,248
14,867
14,670
5,809
6,164
46,187
38,066
27,613
46,187
43,875
33,777
$
$
45
$
67
96
95
61
$
96
$
140
$
128
$
$
282
$
167
324
521
305
$
324
$
803
$
472
$
8.69
$
6.29
$
5.66
(1)
Due to the impairment of acreage and wells in the southern
expansion area of the Barnett shale during 2007, the proved
reserves and acreage numbers above do not include the southern
area. Total net acreage related to impaired leases in the
southern expansion area was 23,659 acres and
32,083 acres for the years
35
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2007 and 2006, respectively. In 2008, an impairment was recorded
on approximately 5,600 acres within the western expansion
of the Barnett Shale. Impaired acreage and wells are not
included in the table above.
(2)
Developed acreage for continuing operations shows a decrease
from 2006 to 2007, which reflects the Companys experience
that spacing of wells in the Barnett shale has been reduced over
the years. This reduced spacing estimate drives a shift from
developed to undeveloped acreage counts. We continue to expand
our total position in the western expansion area of the Barnett
shale.
(3)
Excludes sold and impaired assets in southern expansion area of
the Barnett shale.
(4)
Represents the standardized measure of undiscounted future net
cash flows utilizing extensive estimates. The estimated future
net cash flow computations should not be considered to represent
our estimate of the expected revenues or the current value of
existing proved reserves and do not include the impact of hedge
contracts.
36
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continuing to pursue regulatory stability and investment
recovery for our utilities;
managing the growth of our utility asset base;
enhancing our cost structure across all business segments;
managing cash, capital and liquidity to maintain or improve our
financial strength;
improving Electric and Gas Utility customer satisfaction; and
investing in businesses that integrate our assets and leverage
our skills and expertise.
37
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2008
2007
2006
(In millions)
$
331
$
317
$
325
85
70
50
38
34
28
84
(217
)
9
40
49
(58
)
42
32
96
(94
)
502
(61
)
416
387
375
204
(102
)
75
(94
)
502
(61
)
526
787
389
20
184
43
1
$
546
$
971
$
433
(1)
2008 net income of the Unconventional Gas Production
segment resulted principally from the gain on the sale of a
portion of our Barnett shale properties. 2007 net loss
resulted principally from the recognition of losses on hedge
contracts associated with the Antrim sale transaction.
2007 net income of the Corporate & Other segment
resulted principally from the gain recognized on the Antrim sale
transaction. See Note 3 of the Notes to the Consolidated
Financial Statements in Item 8 of this Report.
38
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2008
2007
2006
(In millions)
$
4,874
$
4,900
$
4,737
1,778
1,686
1,566
3,096
3,214
3,171
1,322
1,422
1,336
743
764
809
232
277
252
(1
)
8
(6
)
800
743
780
283
277
294
186
149
161
$
331
$
317
$
325
16
%
15
%
16
%
2008
2007
(In millions)
$
(37
)
$
31
35
43
(100
)
28
(30
)
46
(64
)
(38
)
38
(39
)
6
6
$
(118
)
$
43
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2008
2007
2006
(In thousands of MWh)
41,254
71
%
42,359
72
%
39,686
70
%
9,613
17
8,314
14
7,477
13
50,867
88
50,673
86
47,163
83
6,877
12
8,422
14
9,861
17
57,744
100
%
59,095
100
%
57,024
100
%
(3,445
)
(3,391
)
(3,603
)
54,299
55,704
53,421
$
17.93
$
15.83
$
15.61
$
69.50
$
62.40
$
53.71
$
24.07
$
22.47
$
22.20
(1)
Represents fuel costs associated with power plants.
2008
2007
2006
(In thousands of MWh)
15,492
16,147
15,769
18,920
19,332
17,948
13,086
13,338
13,235
2,825
2,902
2,826
393
398
402
50,716
52,117
50,180
3,583
3,587
3,241
54,299
55,704
53,421
50,716
52,117
50,180
1,382
1,690
2,694
75
549
909
52,173
54,356
53,783
(1)
Represents power that is not distributed by Detroit Edison.
(2)
Represents deliveries for self generators who have purchased
power from alternative energy suppliers to supplement their
power requirements.
Table of Contents
Access to capital markets and capital market conditions and the
results of other financing efforts which can be affected by
credit agency ratings;
41
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Instability in capital markets which could impact availability
of short and long-term financing or the potential for loss on
cash equivalents and investments;
Economic conditions within Michigan and corresponding impacts on
demand for electricity;
Collectibility of accounts receivable;
Increases in future expense and contributions to pension and
other postretirement plans due to declines in value resulting
from market conditions;
The amount and timing of cost recovery allowed as a result of
regulatory proceedings, related appeals or new legislation;
Our ability to reduce costs and maximize plant and distribution
system performance;
Variations in market prices of power, coal and gas;
Weather, including the severity and frequency of storms;
The level of customer participation in the electric Customer
Choice program; and
Any potential new federal and state environmental, renewable
energy and energy efficiency requirements.
2008
2007
2006
(In millions)
$
2,152
$
1,875
$
1,849
1,378
1,164
1,157
774
711
692
464
429
431
102
93
94
48
56
53
(26
)
(3
)
186
136
114
60
43
53
41
23
11
$
85
$
70
$
50
9
%
7
%
6
%
42
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2008
2007
2006
$
1,824
$
1,536
$
1,541
143
140
135
1,967
1,676
1,676
73
70
69
112
129
104
$
2,152
$
1,875
$
1,849
148
148
138
123
132
136
271
280
274
438
399
373
709
679
647
Access to capital markets and capital market conditions and the
results of other financing efforts which can be affected by
credit agency ratings;
Instability in capital markets which could impact availability
of short and long-term financing or the potential for loss on
cash equivalents and investments;
Economic conditions within Michigan and corresponding impacts on
demand for gas and levels of lost or stolen gas;
Collectibility of accounts receivable;
Increases in future expense and contributions to pension and
other postretirement plans due to declines in value resulting
from market conditions;
The amount and timing of cost recovery allowed as a result of
regulatory proceedings, related appeals or new legislation;
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Our ability to reduce costs and maximize distribution system
performance;
Variations in market prices of gas;
Weather;
Customer conservation;
Volatility in the short-term storage markets which impact
third-party storage revenues;
Extent and timing of any base gas sales;
Any potential new federal and state environmental, renewable
energy and energy efficiency requirements.
2008
2007
2006
(In millions)
$
71
$
66
$
63
12
13
22
5
6
3
3
3
4
1
(1
)
(1
)
50
45
35
(12
)
(7
)
(8
)
24
18
15
$
38
$
34
$
28
44
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2008
2007
2006
(In millions)
$
48
$
(228
)
$
99
22
36
37
12
22
27
1
8
11
(120
)
27
(3
)
133
(321
)
27
2
13
13
47
(117
)
5
$
84
$
(217
)
$
9
45
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2008
2007
2006
(In millions)
$
987
$
1,244
$
1,053
899
1,143
972
34
41
49
12
13
13
6
76
36
47
(57
)
(20
)
(11
)
43
5
2
1
18
18
(31
)
(7
)
(11
)
(12
)
11
7
(43
)
$
40
$
49
$
(58
)
46
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2008
2007
2006
(In millions)
$
1,388
$
924
$
828
1,235
806
607
153
118
221
68
58
65
5
5
6
2
1
1
78
54
149
5
5
4
31
17
49
$
42
$
32
$
96
47
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48
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2008
2007
2006
(In millions)
$
7
$
1,069
$
863
9
1,265
1,019
(2
)
(6
)
24
(1
)
5
12
(31
)
(280
)
40
32
85
(232
)
(2
)
(9
)
(20
)
2
(188
)
(251
)
13
98
14
(1
)
(21
)
(23
)
12
77
(9
)
$
20
$
205
$
48
(1)
Includes intercompany pre-tax gain of $32 million
($21 million after-tax) for 2007.
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Components of Asset (Gains) Losses, Reserves and
2008
2007
2006
(In millions)
$
$
(172
)
$
(43
)
(32
)
(39
)
(14
)
130
79
(1
)
(3
)
78
(66
)
(196
)
6
$
(33
)
$
(280
)
$
40
(1)
Includes $70 million in 2006, representing our
partners share of the asset impairment, included in
Minority Interest.
50
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2008
2007
2006
(In millions)
$
546
$
971
$
433
899
926
1,014
348
144
28
(128
)
(900
)
(35
)
(253
)
28
(71
)
237
(47
)
1,559
1,125
1,456
(1,183
)
(1,035
)
(1,126
)
(190
)
(264
)
(277
)
(42
)
253
1,262
(278
)
417
313
(125
)
(50
)
(62
)
(1,523
)
330
(1,194
)
1,310
50
629
(446
)
(393
)
(687
)
(238
)
(340
)
(47
)
291
(16
)
(708
)
(61
)
(354
)
(370
)
(375
)
(84
)
(1,468
)
(203
)
$
(48
)
$
(13
)
$
59
51
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52
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53
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2014
Total
2009
2010-2011
2012-2013
and Beyond
(In millions)
$
6,687
$
220
$
1,294
$
671
$
4,502
1,064
132
290
341
301
289
289
91
15
26
18
32
6,104
484
884
722
4,014
238
36
57
46
99
5,665
2,972
1,813
160
720
201
41
94
25
41
$
20,339
$
3,900
$
4,458
$
1,983
$
9,998
(1)
Excludes amounts associated with full requirements contracts
where no stated minimum purchase volume is required.
(2)
Includes liabilities for unrecognized tax benefits of
$72 million.
(3)
Excludes other long-term liabilities of $182 million not
directly derived from contracts or other agreements.
(4)
At December 31, 2008, 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 benefit plans and our
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 Critical Accounting
Estimates section of MD&A and in Note 18 of the Notes
to Consolidated Financial Statements.
54
Table of Contents
Credit Rating Agency
Standard &
Moodys
Fitch
Description
Poors
Investors Service
Ratings
Senior Unsecured Debt
BBB-
Baa2
BBB
Commercial Paper
A-2
P-2
F2
Senior Secured Debt
A-
A3
A-
Commercial Paper
A-2
P-2
F2
Senior Secured Debt
BBB+
A3
BBB+
Commercial Paper
A-2
P-2
F2
55
Table of Contents
56
Table of Contents
57
Table of Contents
58
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59
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60
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61
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Economic Hedges Represents derivative activity
associated with assets owned and contracted by DTE Energy,
including forward sales of gas production and trades associated
with owned transportation and storage capacity. Changes in the
value of derivatives in this category 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.
Structured Contracts Represents derivative activity
transacted by originating substantially hedged positions with
wholesale energy marketers, producers, end users, utilities,
retail aggregators and alternative energy suppliers.
Proprietary 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 Primarily represents derivative activity
associated with our Unconventional Gas reserves. A portion of
the price risk associated with anticipated production from the
Barnett natural gas reserves has been mitigated through 2010.
Changes in the value of the hedges are recorded as Derivative
assets or liabilities, with an offset in Other comprehensive
income to the extent that the hedges are deemed effective. The
amounts shown in the following tables exclude the value of the
underlying gas reserves including changes therein.
Economic
Structured
Proprietary
Hedges
Contracts
Trading
Other
Total
(In millions)
$
4
$
(365
)
$
8
$
2
$
(351
)
(17
)
47
11
(2
)
39
34
89
20
1
144
2
2
(1
)
(1
)
(2
)
17
135
30
1
183
7
7
6
6
(3
)
(7
)
(6
)
(16
)
8
(10
)
(2
)
$
18
$
(222
)
$
22
$
9
$
(173
)
62
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Economic
Structured
Proprietary
Assets
Hedges
Contracts
Trading
Eliminations
Other
(Liabilities)
(In millions)
$
36
$
165
$
116
$
(9
)
$
8
$
316
8
129
3
(1
)
1
140
44
294
119
(10
)
9
456
(15
)
(209
)
(70
)
9
(285
)
(11
)
(307
)
(27
)
1
(344
)
(26
)
(516
)
(97
)
10
(629
)
$
18
$
(222
)
$
22
$
$
9
$
(173
)
2012
and
Total Fair
2009
2010
2011
Beyond
Value
(In millions)
$
21
$
(7
)
$
(2
)
$
6
$
18
(45
)
(64
)
(44
)
(69
)
(222
)
46
(24
)
22
9
9
$
31
$
(95
)
$
(46
)
$
(63
)
$
(173
)
Item 7A.
Quantitative
and Qualitative Disclosures About Market Risk
63
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64
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Credit Exposure
before Cash
Cash
Net Credit
Collateral
Collateral
Exposure
(In millions)
$
314
$
(14
)
$
300
253
253
47
47
614
(14
)
600
25
(1
)
24
206
(2
)
204
28
(4
)
24
$
873
$
(21
)
$
852
(1)
This category includes counterparties with minimum credit
ratings of Baa3 assigned by Moodys Investor Service
(Moodys) and BBB- assigned by Standard &
Poors Rating Group (Standard & Poors). The
five largest counterparty exposures combined for this category
represented approximately 22 percent of the total gross
credit exposure.
(2)
This category includes counterparties with credit ratings that
are below investment grade. The five largest counterparty
exposures combined for this category represented approximately
two percent of the total gross credit exposure.
(3)
This category includes counterparties that have not been rated
by Moodys or Standard & Poors, but are
considered investment grade based on DTE Energys
evaluation of the counterpartys creditworthiness. The five
largest counterparty exposures combined for this category
represented approximately 17 percent of the total gross
credit exposure.
(4)
This category includes counterparties that have not been rated
by Moodys or Standard & Poors, and are
considered non-investment grade based on DTE Energys
evaluation of the counterpartys creditworthiness. The five
largest counterparty exposures combined for this category
represented approximately three percent of the total gross
credit exposure.
65
Table of Contents
Assuming a 10%
Assuming a 10%
increase in rates
decrease in rates
Change in the fair value of
(In millions)
$
1
$
(1
)
Commodity contracts
$
(13
)
$
13
Commodity contracts
$
1
$
(1
)
Commodity contracts
$
3
$
(2
)
Commodity contracts
$
(317
)
$
346
Long-term debt
$
5
$
(5
)
Forward contracts
$
1
$
(1
)
Commodity contracts
66
Table of Contents
Item 8.
Financial
Statements and Supplementary Data
Page
68
69
71
72
74
75
76
77
77
86
89
91
93
104
107
108
111
112
113
115
116
117
118
121
123
126
135
139
142
154
67
Table of Contents
(a)
Evaluation
of disclosure controls and procedures
(b)
Managements
report on internal control over financial
reporting
(c)
Changes
in internal control over financial reporting
68
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69
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70
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Consolidated
Statements of Operations
Year Ended December 31
2008
2007
2006
(In millions, Except per share amounts)
$
9,329
$
8,475
$
8,157
4,306
3,552
3,047
2,694
2,892
2,677
901
932
990
304
357
309
(128
)
(900
)
(11
)
37
67
8,066
6,870
7,090
1,263
1,605
1,067
503
533
525
(19
)
(25
)
(26
)
(104
)
(93
)
(61
)
64
35
93
444
450
531
819
1,155
536
288
364
146
5
4
1
526
787
389
22
(4
)
(208
)
2
(188
)
(251
)
20
184
43
1
$
546
$
971
$
433
$
3.24
$
4.64
$
2.19
.13
1.09
.24
.01
$
3.37
$
5.73
$
2.44
$
3.23
$
4.62
$
2.18
.13
1.08
.24
.01
$
3.36
$
5.70
$
2.43
162
169
177
163
170
178
$
2.12
$
2.12
$
2.075
71
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Consolidated
Statements of Financial Position
December 31
2008
2007
(In millions)
$
86
$
123
86
140
1,666
1,658
166
514
22
76
333
429
206
204
227
387
316
181
220
196
83
3,328
3,991
685
824
595
446
1,280
1,270
20,065
18,809
(7,834
)
(7,401
)
12,231
11,408
2,037
2,037
4,231
2,786
1,001
1,124
70
25
115
87
140
199
152
157
116
547
7,751
7,073
$
24,590
$
23,742
72
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Consolidated
Statements of Financial Position
December 31
2008
2007
(In millions, except shares)
$
899
$
1,189
119
112
86
87
744
1,084
362
454
285
281
3
400
515
566
48
3,013
4,221
6,458
5,576
932
1,065
289
289
62
41
7,741
6,971
1,958
1,824
1,202
1,168
1,340
1,277
96
108
344
450
111
126
871
68
1,434
1,094
114
134
328
318
82
7,798
6,649
43
48
3,175
3,176
2,985
2,790
(165
)
(113
)
5,995
5,853
$
24,590
$
23,742
73
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Year Ended December 31
2008
2007
2006
(In millions)
$
546
$
971
$
433
899
926
1,014
348
144
28
(128
)
(900
)
(4
)
(9
)
(11
)
(31
)
(248
)
(38
)
4
77
2
(188
)
(251
)
14
229
197
(1
)
(87
)
196
8
1,559
1,125
1,456
(1,183
)
(1,035
)
(1,126
)
(190
)
(264
)
(277
)
(42
)
84
447
246
(387
)
(115
)
253
1,262
25
85
67
54
6
(21
)
232
286
253
(255
)
(323
)
(284
)
(156
)
(19
)
(10
)
(1,523
)
330
(1,194
)
1,310
50
612
(446
)
(393
)
(687
)
(238
)
(340
)
(47
)
291
17
(16
)
(708
)
(61
)
(344
)
(364
)
(365
)
(10
)
(6
)
(10
)
(84
)
(1,468
)
(203
)
(48
)
(13
)
59
11
(11
)
123
147
88
$
86
$
123
$
147
74
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Consolidated
Statements of Changes in Shareholders Equity
Accumulated
Common Stock
Retained
Other Comprehensive
Shares
Amount
Earnings
Loss
Total
(Dollars in millions, shares in thousands)
177,814
$
3,483
$
2,557
$
(271
)
$
5,769
433
433
411
17
17
(368
)
(368
)
(1,283
)
(32
)
(29
)
(61
)
(38
)
(38
)
3
3
102
102
(7
)
(7
)
196
(1
)
(1
)
177,138
3,467
2,593
(211
)
5,849
971
971
(5
)
(5
)
(358
)
(358
)
(14,440
)
(297
)
(411
)
(708
)
6
6
91
91
1
1
534
6
6
163,232
3,176
2,790
(113
)
5,853
546
546
4
4
(9
)
(9
)
(346
)
(346
)
(479
)
(16
)
(16
)
(22
)
(22
)
(2
)
(2
)
6
6
(34
)
(34
)
267
15
15
163,020
$
3,175
$
2,985
$
(165
)
$
5,995
75
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Consolidated
Statements of Comprehensive Income
2008
2007
2006
(In millions)
$
546
$
971
$
433
(2
)
(22
)
6
3
4
(141
)
6
2
232
96
6
91
102
(34
)
4
(7
)
(3
)
(34
)
1
(7
)
$
494
$
1,069
$
531
76
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Note 1
SIGNIFICANT
ACCOUNTING POLICIES
Detroit Edison, an electric utility engaged in the generation,
purchase, distribution and sale of electric energy to
approximately 2.2 million customers in southeast Michigan;
MichCon, a natural gas utility engaged in the purchase, storage,
transmission, distribution and sale of natural gas to
approximately 1.2 million customers throughout
Michigan; and
Our four non-utility segments are involved in 1) gas
pipelines and storage; 2) unconventional gas exploration,
development and production; 3) power and industrial
projects and coal transportation and marketing; and
4) energy marketing and trading operations.
77
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2008
2007
(In millions)
$
47
$
113
39
81
(4
)
51
$
191
$
54
289
289
78
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Net
Net
Accumulated
Unrealized
Unrealized
Other
Gains on
Losses on
Benefit
Foreign Currency
Comprehensive
Derivatives
Investments
Obligations
Translation
Loss
(In millions)
$
(13
)
$
16
$
(116
)
$
$
(113
)
6
(34
)
(22
)
(2
)
(52
)
$
(7
)
$
(18
)
$
(138
)
$
(2
)
$
(165
)
79
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2008
2007
(In millions)
$
8,544
$
8,100
6,433
6,272
14,977
14,372
2,327
2,392
378
273
1,090
953
3,795
3,618
1,293
1,423
(604
)
20,065
18,809
(3,690
)
(3,539
)
(2,138
)
(2,101
)
(5,828
)
(5,640
)
(955
)
(970
)
(107
)
(100
)
(603
)
(538
)
(1,665
)
(1,608
)
(341
)
(350
)
197
(7,834
)
(7,401
)
$
12,231
$
11,408
80
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Estimated Useful Lives in Years
Generation
Distribution
Transmission
40
37
N/A
N/A
40
38
81
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82
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Total
(In millions)
$
2,057
(4
)
(16
)
$
2,037
$
2,037
83
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84
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2008
2007
2006
(In millions)
$
328
$
(163
)
$
385
(71
)
(10
)
120
96
80
(49
)
(1,324
)
738
(1,184
)
944
(401
)
218
(286
)
5
(10
)
82
41
(101
)
(22
)
(19
)
46
(178
)
222
(520
)
340
(320
)
1,008
(51
)
(430
)
(134
)
55
453
229
$
(87
)
$
196
$
8
2008
2007
2006
(In millions)
$
496
$
537
$
526
$
(59
)
$
326
$
89
Title
New Accounting Pronouncements
Regulatory Matters
Income Taxes
Fair Value
Financial and Other Derivative Instruments
Retirement Benefits and Trusteed Assets
Stock-based Compensation
85
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NOTE 2
NEW
ACCOUNTING PRONOUNCEMENTS
86
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87
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As Previously
FSP FIN 39-1
Reported
Adjustments
As Adjusted
(In millions)
$
504
$
10
$
514
195
(14
)
181
207
(8
)
199
1,198
(9
)
1,189
282
(1
)
281
452
(2
)
450
88
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NOTE 3
DISPOSALS
AND DISCONTINUED OPERATIONS
89
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90
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2008
2007
2006
(In millions)
$
7
$
1,069
$
863
9
1,265
1,019
(2
)
(6
)
24
(1
)
5
12
(31
)
(280
)
40
32
85
(232
)
(2
)
(9
)
(20
)
2
(188
)
(251
)
13
98
14
(1
)
(21
)
(23
)
12
77
(9
)
$
20
$
205
$
48
(1)
Includes intercompany pre-tax gain of $32 million
($21 million after-tax) for 2007.
NOTE 4
OTHER
IMPAIRMENTS AND RESTRUCTURING
91
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92
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Employee
Severance Costs
Other Costs
Total Cost
2008
2007
2006
2008
2007
2006
2008
2007
2006
(In millions)
$
$
15
$
51
$
26
$
50
$
56
$
26
$
65
$
107
3
17
7
6
7
7
9
24
1
2
3
1
1
3
2
3
19
70
36
57
64
36
76
134
15
51
26
50
56
26
65
107
$
$
4
$
19
$
10
7
$
8
$
10
$
11
$
27
NOTE 5
REGULATORY
MATTERS
93
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2008
2007
(In millions)
$
1,001
$
1,124
$
549
$
616
1,505
495
787
496
452
266
89
94
4
11
10
28
8
23
37
58
6
10
73
67
43
41
22
76
122
42
154
146
26
26
394
364
2
3
4,283
2,862
(52
)
(76
)
$
4,231
$
2,786
94
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2008
2007
(In millions)
$
534
$
581
72
44
110
71
11
70
16
93
104
25
4
388
364
5
5
1,254
1,243
(52
)
(75
)
$
1,202
$
1,168
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.
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.
Recoverable pension and postretirement costs
In 2007, the Company adopted
SFAS No. 158 which required, 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. The Company received approval from
the MPSC to record the charge related to the additional
liability as a regulatory asset since the traditional rate
setting process allows for the recovery of pension and
postretirement costs. The asset will reverse as the deferred
items are recognized as benefit expenses in net income. (1)
Asset retirement obligation
Asset retirement
obligations were recorded pursuant to adoption of
SFAS No. 143 and FIN 47. These obligations are
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. (1)
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Other recoverable income taxes
Income taxes
receivable from Detroit Edisons customers representing the
difference in property-related deferred income taxes receivable
and amounts previously reflected in Detroit Edisons rates.
This asset will reverse over the remaining life of the related
plant. (1)
Excess capital expenditures
PA 141 permits,
after MPSC authorization, the recovery of and a return on
capital expenditures that exceed a base level of depreciation
expense.
Deferred Clean Air Act expenditures
PA 141
permits, after MPSC authorization, the recovery of and a return
on Clean Air Act expenditures.
Midwest Independent System Operator charges
PA 141 permits, after MPSC authorization, the
recovery of and a return on charges from a regional transmission
operator such as the Midwest Independent System Operator.
Electric Customer Choice implementation costs
PA 141 permits, after MPSC authorization, the
recovery of and a return on costs incurred associated with the
implementation of the electric Customer Choice program.
Enhanced security costs
PA 609 of 2002
permits, after MPSC authorization, the recovery of enhanced
security costs for an electric generating facility.
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 and recovery of investigation and
remediation costs associated with Gas Utilitys former MGP
sites. This asset is offset in working capital by an
environmental liability reserve. The amortization of the
regulatory asset is not included in MichCons current rates
because it is offset by the recognition of insurance proceeds.
MichCon will request recovery of the remaining asset balance in
future rate filings after the recognition of insurance proceeds
is complete. (1)
Accrued PSCR revenue
Receivable for the
temporary under-recovery of and a return on fuel and purchased
power costs incurred by Detroit Edison which are recoverable
through the PSCR mechanism.
Accrued GCR revenue
Receivable for the
temporary under-recovery of and a return on gas costs incurred
by MichCon which are recoverable through the GCR mechanism.
Recoverable uncollectibles expense
MichCon
receivable for the MPSC approved uncollectible expense
true-up
mechanism that tracks the difference in the fluctuation in
uncollectible accounts and amounts recognized pursuant to the
MPSC authorization.
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 will be
amortized over a ten-year period beginning with the year
subsequent to the year the costs were deferred.
Enterprise Business Systems (EBS) costs
The
MPSC approved the deferral and amortization over 10 years
beginning in January 2009 of EBS costs that would otherwise be
expensed. (1)
Deferred income taxes Michigan Business Tax (MBT)
- In July 2007, the MBT was enacted by the State of
Michigan. State deferred tax liabilities were established for
the Companys 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.
(1)
96
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(1)
Regulatory assets not earning a return.
Asset removal costs
The amount collected from
customers for the funding of future asset removal activities.
Pension equalization mechanism
Pension
expense refundable to customers representing the difference
created from volatility in the pension obligation and amounts
recognized pursuant to MPSC authorization.
Negative pension offset
MichCons
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 MichCons pension expense is positive
in future years.
Accrued PSCR refund
Payable for the temporary
over-recovery of and a return on power supply costs and
transmission costs incurred by Detroit Edison which are
recoverable through the PSCR mechanism.
Accrued GCR refund
Liability for the temporary
over-recovery of and a return on gas costs incurred by MichCon
which are recoverable through the GCR mechanism.
Refundable costs under PA 141
Detroit
Edisons 2007 Choice Incentive Mechanism (CIM)
reconciliation and allocation resulted in the elimination of
Regulatory Asset Recovery Surcharge (RARS) balances for
commercial and industrial customers. RARS revenues received in
2008 that exceed the regulatory asset balances are required to
be refunded to the affected classes.
Refundable income taxes
Income taxes
refundable to MichCons customers representing the
difference in property-related deferred income taxes payable and
amounts recognized pursuant to MPSC authorization.
Fermi 2 refueling outage
Accrued liability
for refueling outage at Fermi 2 pursuant to MPSC authorization.
Deferred income taxes Michigan Business
Tax
In July 2007, the MBT was enacted by the
State of Michigan. State deferred tax assets were established
for the Companys utilities, and offsetting regulatory
liabilities were recorded as the impacts of the deferred tax
assets will be reflected in rates.
97
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In order to more accurately reflect the actual cost of providing
service to business customers, the MPSC adopted an immediate 39%
phase out of the residential rate subsidy, with the remaining
amount to be eliminated in equal installments over the next five
years, every October 1.
Accepted Detroit Edisons proposal to reinstate and modify
the tracking mechanism on Electric Choice sales (CIM) with
a base level of 1,561 GWh. The modified mechanism will not have
a cap on the amount recoverable.
Accepted Detroit Edisons proposal to terminate the Pension
Equalization Mechanism.
Approved an annual reconciliation mechanism to track expenses
associated with restoration costs (storm and non-storm related
expenses) and line clearance expenses. Annual reconciliations
will be required using a base expense level of $110 million
and $51 million, respectively.
Approved Detroit Edisons proposal to recover a return on
$15 million of costs in working capital associated with
expenses associated with preparation of an application for a new
nuclear generation facility at its current Fermi 2 site.
98
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Continued progress toward correcting the existing rate structure
to more accurately reflect the actual cost of providing service
to business customers;
Continued application of an adjustment mechanism to enable the
Company to address the costs associated with retail electric
customers migrating to and from Detroit Edisons full
service retail electric tariff service;
Application of an uncollectible expense
true-up
mechanism based on the $87 million expense level of
uncollectible expenses that occurred during the 12 month
period ended June 2008;
Continued application of the storm restoration expense recovery
mechanism and modification to the line clearance expense
recovery mechanism; and
Implementation of a revenue decoupling mechanism.
99
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100
Table of Contents
101
Table of Contents
102
Table of Contents
103
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NOTE 6
NUCLEAR
OPERATIONS
104
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As of December 31
2008
2007
(In millions)
$
649
$
778
3
13
33
33
$
685
$
824
105
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Year Ended December 31
2008
2007
2006
(In millions)
$
34
$
25
$
21
$
(49
)
$
(17
)
$
(9
)
$
232
$
286
$
253
Fair
Unrealized
Value
Gains
(In millions)
$
288
$
65
388
17
9
$
685
$
82
$
443
$
170
373
9
8
$
824
$
179
106
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NOTE 7
JOINTLY
OWNED UTILITY PLANT
Ludington
Hydroelectric
Belle River
Pumped Storage
1984-1985
1973
1,260MW
1,872MW
*
49
%
$
1,588
$
165
$
853
$
106
*
Detroit Edisons 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.
107
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NOTE 8
INCOME
TAXES
2008
2007
2006
(In millions)
$
819
$
1,155
$
536
5
4
1
$
814
$
1,151
$
535
$
285
$
403
$
187
(7
)
(11
)
(12
)
(7
)
(8
)
(8
)
(4
)
(4
)
(4
)
(4
)
(5
)
(5
)
(5
)
(6
)
(6
)
23
2
5
7
(7
)
(11
)
$
288
$
364
$
146
35.4
%
31.6
%
27.3
%
2008
2007
2006
(In millions)
$
130
$
276
$
90
17
1
(2
)
147
277
88
121
85
48
20
2
10
141
87
58
288
364
146
12
66
(11
)
1
$
300
$
430
$
136
108
Table of Contents
2008
2007
(In millions)
$
(1,734
)
$
(1,384
)
(545
)
(621
)
224
186
51
57
33
28
81
62
109
142
42
28
50
93
(1,689
)
(1,409
)
(42
)
(28
)
$
(1,731
)
$
(1,437
)
$
227
$
387
(1,958
)
(1,824
)
$
(1,731
)
$
(1,437
)
$
1,406
$
1,771
(3,137
)
(3,208
)
$
(1,731
)
$
(1,437
)
109
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2008
2007
(In millions)
$
22
$
45
12
4
(5
)
(8
)
47
(1
)
(15
)
(3
)
(4
)
$
72
$
22
110
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NOTE 9
COMMON
STOCK
111
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NOTE 10
EARNINGS
PER SHARE
2008
2007
2006
(In millions, except per share amounts)
$
526
$
787
$
389
162
169
177
$
3.24
$
4.64
$
2.19
$
526
$
787
$
389
162
169
177
1
1
1
163
170
178
$
3.23
$
4.62
$
2.18
112
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NOTE 11
LONG-TERM
DEBT
2008
2007
(In millions)
$
1,497
$
1,496
2,841
2,305
1,263
1,213
889
715
188
196
6,678
5,925
(22
)
(220
)
(327
)
$
6,458
$
5,576
$
1,064
$
1,185
(132
)
(120
)
$
932
$
1,065
$
186
$
186
103
103
$
289
$
289
(1)
Weighted average interest rates as of December 31, 2008 are
shown below the description of each category of debt.
(2)
Detroit Edison Tax Exempt Revenue Bonds are issued by a public
body that loans the proceeds to Detroit Edison on terms
substantially mirroring the Revenue Bonds.
113
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Month Issued
Type
Interest Rate
Maturity
Amount
(In millions)
April
Senior Notes(1)
5.26%
2013
$
60
April
Senior Notes(1)
6.04%
2018
100
April
Senior Notes(1)
6.44%
2023
25
April
Tax-Exempt Revenue Bonds(2)
Variable
2036
69
May
Tax-Exempt Revenue Bonds(2)
Variable
2029
118
May
Tax-Exempt Revenue Bonds(3)
5.30%
2030
51
June
Senior Notes(4)
6.78%
2028
75
June
Senior Notes(1)
5.60%
2018
300
July
Tax-Exempt Revenue Bonds(5)
Variable
2020
32
August
Senior Notes(6)
5.94%
2015
140
August
Senior Notes(6)
6.36%
2020
50
October
Senior Notes(1)
6.40%
2013
250
December
Tax-Exempt Revenue Bonds(7)
6.75%
2038
50
$
1,320
(1)
Proceeds were used to pay down short-term debt and for general
corporate purposes.
(2)
Proceeds were used to refinance auction rate Tax-Exempt Revenue
Bonds.
(3)
These Tax-Exempt Revenue Bonds were converted from an auction
rate mode and remarketed in a fixed rate mode to maturity.
(4)
Proceeds were used to repay the 6.45% Remarketable Securities
due 2038 subject to mandatory or optional tender on
June 30, 2008.
(5)
Proceeds were used to refinance Tax-Exempt Revenue Bonds that
matured July 2008.
(6)
Proceeds were used to repay a portion of the $200 million
MichCon 6.125% Senior Notes due September 2008.
(7)
Proceeds to be used to finance the construction, acquisition,
improvement and installation of certain solid waste disposal
facilities at Detroit Edisons Monroe Power Plant.
Month Retired
Type
Interest Rate
Maturity
Amount
(In millions)
April
Tax-Exempt Revenue Bonds(1)
Variable
2036
$
69
May
Tax-Exempt Revenue Bonds(1)
Variable
2029
118
June
Remarketable Securities(2)
6.45%
2038
75
July
Tax-Exempt Revenue Bonds(3)
7.00%
2008
32
September
Senior Notes(4)
6.125%
2008
200
$
494
114
Table of Contents
(1)
These Tax-Exempt Revenue Bonds were converted from auction rate
mode and subsequently redeemed with proceeds from the issuance
of new Detroit Edison Tax-Exempt Revenue Bonds.
(2)
These Remarketable Securities were optionally redeemed by
MichCon with proceeds from the issuance of new MichCon Senior
Notes.
(3)
These Tax-Exempt Revenue Bonds were redeemed with the proceeds
from the issuance of new Detroit Edison Tax-Exempt Revenue Bonds.
(4)
These Senior Notes were redeemed with the proceeds from the
issuance of new MichCon Senior Notes and short-term debt.
2014 and
2009
2010
2011
2012
2013
Thereafter
Total
(In millions)
$
352
$
670
$
914
$
452
$
560
$
5,092
$
8,040
NOTE 12
PREFERRED
SECURITIES
Type of Stock
Par Value
Shares Authorized
Preferred
None
5,000,000
Preferred
$100
6,747,484
Preference
$1
30,000,000
Preferred
$1
7,000,000
Preference
$1
4,000,000
115
Table of Contents
NOTE 13
SHORT-TERM
CREDIT ARRANGEMENTS AND BORROWINGS
DTE Energy
Detroit Edison
MichCon
Total
(In millions)
$
675
$
69
$
181
$
925
525
206
244
975
75
75
50
50
20
20
30
30
30
30
1,260
350
495
2,105
(77
)
(272
)
(349
)
(100
)
(75
)
(220
)
(395
)
(275
)
(275
)
(452
)
(75
)
(492
)
(1,019
)
$
808
$
275
$
3
$
1,086
116
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NOTE 14
CAPITAL
AND OPERATING LEASES
Capital
Operating
Leases
Leases
(In millions)
$
15
$
36
14
30
12
27
9
25
9
21
32
99
91
$
238
19
72
10
$
62
117
Table of Contents
NOTE 15
FAIR
VALUE
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.
118
Table of Contents
Net Balance at
Netting
December 31,
Level 1
Level 2
Level 3
Adjustments(2)
2008
(In millions)
$
36
$
$
$
$
36
492
$
310
$
1
$
$
803
2,051
1,118
677
(3,390
)
456
$
2,579
$
1,428
$
678
$
(3,390
)
$
1,295
(2,026
)
(1,118
)
(861
)
3,376
(629
)
$
(2,026
)
$
(1,118
)
$
(861
)
$
3,376
$
(629
)
$
553
$
310
$
(183
)
$
(14
)
$
666
(1)
Excludes cash surrender value of life insurance investments.
(2)
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.
(1)
Balance as of January 1, 2008 includes a cumulative effect
adjustment which represents an increase to beginning retained
earnings related to Level 3 derivatives upon adoption of
SFAS No. 157.
119
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120
Table of Contents
2008
2007
Fair Value
Carrying Value
Fair Value
Carrying Value
$
7.7 billion
$
8.0 billion
$
7.6 billion
$
7.4 billion
NOTE 16
FINANCIAL
AND OTHER DERIVATIVE INSTRUMENTS
121
Table of Contents
122
Table of Contents
NOTE 17
COMMITMENTS
AND CONTINGENCIES
123
Table of Contents
124
Table of Contents
125
Table of Contents
126
Table of Contents
NOTE 18
RETIREMENT
BENEFITS AND TRUSTEED ASSETS
127
Table of Contents
Pension Plans
2008
2007
2006
(In millions)
$
55
$
62
$
64
190
178
176
(259
)
(237
)
(222
)
32
59
59
6
6
8
8
49
$
24
$
76
$
134
Pension Plans
2008
2007
(In millions)
$
1,061
$
(255
)
(32
)
(59
)
13
1
(6
)
(6
)
$
1,036
$
(319
)
$
1,060
$
(243
)
$
52
$
34
5
6
128
Table of Contents
Pension Plans
2008
2007
(In millions)
$
2,828
$
2,836
$
3,050
$
3,246
(19
)
55
62
191
178
(79
)
(212
)
(201
)
(233
)
22
8
13
1
$
3,032
$
3,050
$
2,980
$
2,744
150
(18
)
(884
)
280
106
189
22
(201
)
(233
)
$
2,155
$
2,980
$
(877
)
$
(70
)
151
$
(877
)
$
81
$
$
152
(6
)
(4
)
(871
)
(67
)
$
(877
)
$
81
129
Table of Contents
Pension Plans
2008
2007
(In millions)
$
204
$
180
(6
)
(8
)
$
198
$
172
$
1,482
$
477
23
18
$
1,505
$
495
2008
2007
2006
6.9%
6.5%
5.7%
4.0%
4.0%
4.0%
6.5%
5.7%
5.9%
4.0%
4.0%
4.0%
8.75%
8.75%
8.75%
(In millions)
$
199
202
206
213
217
1,186
$
2,223
Table of Contents
2008
2007
31
%
48
%
16
18
24
19
22
12
7
3
100
%
100
%
35
%
20
20
20
5
100
%
131
Table of Contents
2008
2007
2006
(In millions)
$
62
$
62
$
59
121
118
115
(75
)
(67
)
(61
)
38
69
72
(6
)
(3
)
(3
)
2
7
7
2
8
$
142
$
188
$
197
2008
2007
(In millions)
$
334
$
(299
)
(39
)
(69
)
(1
)
(55
)
6
2
(2
)
(6
)
$
298
$
(427
)
$
440
$
(239
)
132
Table of Contents
2008
2007
(In millions)
$
1,922
$
2,184
(6
)
62
62
121
118
10
(297
)
(1
)
(55
)
7
7
2
15
(98
)
(99
)
$
2,032
$
1,922
$
835
$
794
(13
)
(251
)
69
6
116
56
(95
)
(84
)
$
598
$
835
$
$
(1,087
)
(7
)
$
(1,434
)
$
(1,094
)
$
(1,434
)
$
(1,094
)
$
68
$
75
(36
)
(48
)
(15
)
(18
)
$
17
$
9
$
760
$
458
3
9
24
29
$
787
$
496
133
Table of Contents
2008
2007
2006
6.90%
6.50%
5.70%
6.50%
5.70%
5.90%
8.75%
8.75%
8.75%
7.00%
8.00%
9.00%
6.00%
7.00%
8.00%
5.00%
5.00%
5.00%
2011
2011
2011
(In millions)
$
127
133
138
140
144
769
$
1,451
(In millions)
$
5
4
6
7
7
35
$
64
134
Table of Contents
2008
2007
39
%
50
%
17
18
26
20
13
11
5
1
100
%
100
%
27
%
24
16
28
5
100
%
NOTE 19
STOCK-BASED
COMPENSATION
Authorized limit is 9,000,000 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 Companys
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.
135
Table of Contents
2008
2007
2006
(In millions)
$
38
$
28
$
24
$
13
$
10
$
8
Weighted
Aggregate
Number of
Average
Intrinsic
Options
Exercise Price
Value
(In millions)
4,394,809
$
42.37
811,300
$
41.77
(104,261
)
$
32.13
(88,149
)
$
44.02
5,013,699
$
42.45
$
3,766,477
$
42.17
$
136
Table of Contents
Weighted
Weighted
Average
Range of
Number of
Average
Remaining
Options
Exercise Price
Contractual Life (Years)
108,117
$
31.75
1.07
2,759,759
$
40.97
5.35
1,398,488
$
43.91
5.98
747,335
$
46.76
5.69
5,013,699
$
42.45
5.49
December 31
December 31
December 31
2008
2007
2006
3.05%
4.71%
4.58%
5.20%
4.38%
4.75%
20.45%
17.99%
19.79%
6 years
6 years
6 years
2008
2007
2006
$
18
$
10
$
5
389,055
620,125
282,555
$
41.96
$
49.48
$
43.64
$
20
$
16
$
10
137
Table of Contents
Weighted Average
Restricted
Grant Date
Stock
Fair Value
984,310
$
47.36
389,055
$
41.96
(67,165
)
$
45.45
(374,478
)
$
46.90
931,722
$
45.31
2008
2007
2006
(In millions)
$
15
$
7
$
8
$
3
$
5
$
4
(1)
Approximates the intrinsic value of the liability.
Performance Shares
1,174,153
534,965
(74,970
)
(312,647
)
1,321,501
138
Table of Contents
Unrecognized
Compensation
Weighted Average
Cost
to be Recognized
(In millions)
(In Years)
$
16
1.10
15
1.53
2
1.62
$
33
1.33
NOTE 20
SEGMENT
AND RELATED INFORMATION
The Companys Electric Utility segment consists of Detroit
Edison, which is engaged in the generation, purchase,
distribution and sale of electricity to approximately
2.2 million residential, commercial and industrial
customers in southeastern Michigan.
The Gas Utility segment consists of MichCon and Citizens.
MichCon is engaged in the purchase, storage, transmission,
distribution and sale of natural gas to approximately
1.2 million residential, commercial and industrial
customers throughout Michigan. MichCon also has subsidiaries
involved in the gathering, processing and transmission of
natural gas in northern Michigan. Citizens distributes natural
gas in Adrian, Michigan to approximately 17,000 customers.
Gas Midstream consists of gas pipelines and storage businesses;
Unconventional Gas Production is engaged in unconventional gas
project development and production;
Power and Industrial Projects is comprised primarily of projects
that deliver energy and utility-type products and services to
industrial, commercial and institutional customers, biomass
energy projects and coal transportation and marketing; and
Energy Trading primarily consists of energy marketing and
trading operations.
Table of Contents
2008
2007
2006
(In millions)
$
16
$
36
$
59
7
5
16
10
17
17
64
134
80
197
169
145
7
75
(80
)
(35
)
7
$
178
$
291
$
477
Depreciation,
Operating
Depletion &
Interest
Interest
Income
Net
Total
Capital
Revenue
Amortization
Income
Expense
Taxes
Income
Assets
Goodwill
Expenditures
(In millions)
$
4,874
$
743
$
(6
)
$
293
$
186
$
331
$
15,798
$
1,206
$
944
2,152
102
(8
)
66
41
85
3,884
772
239
71
5
(1
)
7
24
38
316
9
19
48
12
2
47
84
314
2
101
987
34
(7
)
20
11
40
1,126
31
65
1,388
5
(5
)
10
31
42
787
17
5
2,494
56
(13
)
39
113
204
2,543
59
190
(13
)
(41
)
154
(52
)
(94
)
2,365
(178
)
49
(49
)
$
9,329
$
901
$
(19
)
$
503
$
288
526
24,590
2,037
1,373
20
$
546
$
24,590
$
2,037
$
1,373
140
Table of Contents
Depreciation,
Operating
Depletion &
Interest
Interest
Income
Net
Total
Capital
Revenue
Amortization
Income
Expense
Taxes
Income
Assets
Goodwill
Expenditures
(In millions)
$
4,900
$
764
$
(7
)
$
294
$
149
$
317
$
14,854
$
1,206
$
809
1,875
93
(10
)
61
23
70
3,266
772
226
66
6
(2
)
11
18
34
258
9
35
(228
)
22
13
(117
)
(217
)
355
2
161
1,244
41
(9
)
28
7
49
753
31
66
924
5
(5
)
11
17
32
1,113
17
2
2,006
74
(16
)
63
(75
)
(102
)
2,479
59
264
(15
)
1
(51
)
174
267
502
2,369
(291
)
59
(59
)
$
8,475
$
932
$
(25
)
$
533
$
364
787
22,968
2,037
1,299
205
774
(21
)
184
774
$
971
$
23,742
$
2,037
$
1,299
(1)
Net income of the Unconventional Gas production segment in 2008
reflects the gain recognized on the sale of Barnett shale
properties. Operating revenues and net loss of the
Unconventional Gas Production segment in 2007 reflect the
recognition of losses on hedge contracts associated with the
Antrim sale transaction. Net Income of the Corporate &
Other segment in 2007 results principally from the gain
recognized on the Antrim sale transaction. See Note 3.
Table of Contents
Depreciation,
Operating
Depletion &
Interest
Interest
Income
Net
Total
Capital
Revenue
Amortization
Income
Expense
Taxes
Income
Assets
Goodwill
Expenditures
(In millions)
$
4,737
$
809
$
(4
)
$
278
$
161
$
325
$
14,540
$
1,206
$
972
1,849
94
(9
)
67
11
50
3,123
773
155
63
3
(2
)
8
15
28
290
9
37
99
27
13
5
9
611
8
186
1,053
49
(9
)
31
(43
)
(58
)
1,009
40
51
828
6
(12
)
15
49
96
1,114
17
2
2,043
85
(23
)
67
26
75
3,024
74
276
5
2
(52
)
174
(52
)
(61
)
2,307
(477
)
62
(61
)
$
8,157
$
990
$
(26
)
$
525
$
146
389
22,994
2,053
1,403
43
685
4
1
$
433
$
23,679
$
2,057
$
1,403
NOTE 21
SUPPLEMENTARY
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Table of Contents
First
Second
Third
Fourth
Quarter
Quarter(1)
Quarter
Quarter(2)
Year
(In millions, except per share amounts)
$
2,570
$
2,251
$
2,338
$
2,170
$
9,329
$
429
$
157
$
375
$
302
$
1,263
$
200
$
28
$
169
$
129
$
526
12
8
20
$
212
$
28
$
177
$
129
$
546
$
1.23
$
.17
$
1.04
$
.80
$
3.24
.08
.05
.13
$
1.31
$
.17
$
1.09
$
.80
$
3.37
$
1.23
$
.17
$
1.03
$
.80
$
3.23
.07
.05
.13
$
1.30
$
.17
$
1.08
$
.80
$
3.36
$
2,462
$
1,676
$
2,127
$
2,210
$
8,475
$
269
$
721
$
286
$
329
$
1,605
$
96
$
348
$
152
$
191
$
787
38
37
45
64
184
$
134
$
385
$
197
$
255
$
971
$
.54
$
2.00
$
.93
$
1.17
$
4.64
.22
.21
.27
.40
1.09
$
.76
$
2.21
$
1.20
$
1.57
$
5.73
$
.54
$
1.99
$
.92
$
1.17
$
4.62
.22
.21
.27
.39
1.08
$
.76
$
2.20
$
1.19
$
1.56
$
5.70
(1)
In the second quarter of 2007, the Company recorded a
$900 million ($580 million after-tax) gain on the
Antrim sale transaction and $323 million ($210 million
after-tax) of losses on hedge contracts associated with the
Antrim sale. See Note 3.
(2)
In the fourth quarter of 2007, the Company recorded adjustments
that increased operating income by $20 million
($13 million after-tax) to correct prior amounts. These
adjustments were primarily to record property, plant and
equipment and deferred CTA costs at Detroit Edison for
expenditures that had been expensed in earlier quarters of 2007.
Table of Contents
Item 9.
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
Item 9A.
Controls
and Procedures
Item 9B.
Other
Information
Item 10.
Directors,
Executive Officers and Corporate Governance
Item 11.
Executive
Compensation
Item 12.
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Item 13.
Certain
Relationships and Related Transactions, and Director
Independence
Item 14.
Principal
Accountant Fees and Services
Item 15.
Exhibits
and Financial Statement Schedules
The following documents are filed as part of this Annual Report
on
Form 10-K.
Consolidated financial statements. See
Item 8 Financial Statements and
Supplementary Data.
Financial statement schedules. See Item 8
Financial Statements and Supplementary Data.
Exhibits.
(i) Exhibits filed herewith.
Ninth Supplemental Indenture, dated as of December 1, 2008
to Supplemental to Indenture dated as of June 1, 1998
between Michigan Consolidated Gas Company and Citibank, N.A.,
Trustee, establishing the Floating Rate Senior Notes, 2008
Series M due 2009.
Forty-second Supplemental Indenture, dated as of
December 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 establishing the 2008
Series M Collateral Bonds.
DTE Energy Company Executive Supplemental Retirement Plan as
Amended and Restated, effective as of January 1, 2005.
DTE Energy Company Supplemental Retirement Plan as Amended and
Restated, effective as of January 1, 2005.
DTE Energy Company Supplemental Savings Plan as Amended and
Restated, effective as of January 1, 2005.
144
Table of Contents
DTE Energy Company Executive Deferred Compensation Plan as
Amended and Restated, effective as of January 1, 2005.
DTE Energy Company Plan for Deferring the Payment of
Directors Fees as Amended and Restated, effective as of
January 1, 2005.
DTE Energy Company Deferred Stock Compensation Plan for
Non-Employee Directors as Amended and Restated, effective
January 1, 2005.
Computation of Ratio of Earnings to Fixed Charges.
Subsidiaries of the Company.
Consent of Deloitte & Touche LLP.
Chief Executive Officer Section 302
Form 10-K
Certification of Periodic Report.
Chief Financial Officer Section 302
Form 10-K
Certification of Periodic Report.
Twentieth Amendment, dated as of April 30, 2008, to Master
Trust.
(ii) Exhibits incorporated herein by
reference.
Amended and Restated Articles of Incorporation of DTE Energy
Company, dated December 13, 1995
(Exhibit 3-5
to
Form 10-Q
for the quarter ended September 30, 1997).
Certificate of Designation of Series A Junior Participating
Preferred Stock of DTE Energy Company, dated September 23,
1997
(Exhibit 3-6
to
Form 10-Q
for the quarter ended September 30, 1997).
Bylaws of DTE Energy Company, as amended through
February 24, 2005 (Exhibit 3.1 to
Form 8-K
dated February 24, 2005).
Amended and Restated Indenture, dated as of April 9, 2001,
between DTE Energy Company and Bank of New York, as trustee
(Exhibit 4.1 to Registration Statement on
Form S-3
(File
No. 333-58834)).
Supplemental Indenture, dated as of May 30, 2001, between
DTE Energy Company and Bank of New York, as trustee
(Exhibit 4-226
to
Form 10-Q
for the quarter ended June 30, 2001). (7.05% Senior
Notes due 2011).
Supplemental Indenture, dated as of April 5, 2002 between
DTE Energy Company and Bank of New York, as trustee
(Exhibit 4-230
to
Form 10-Q
for the quarter ended March 31, 2002). (2002 Series A
6.65% Senior Notes due 2009).
Supplemental Indenture, dated as of April 1, 2003, between
DTE Energy Company and Bank of New York, as trustee, creating
2003 Series A
6
3
/
8
% Senior
Notes due 2033 (Exhibit 4(o) to
Form 10-Q
for the quarter ended March 31, 2003). (2003 Series A
6
3
/
8
% Senior
Notes due 2033).
Supplemental Indenture, dated as of May 15, 2006, between
DTE Energy Company and 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).
Amended and Restated Trust Agreement of DTE Energy
Trust I, dated as of January 15, 2002
(Exhibit 4-229
to
Form 10-K
for the year ended December 31, 2001).
Amended and Restated Trust Agreement of DTE Energy
Trust II, dated as of June 1, 2004 (Exhibit 4(q)
to
Form 10-Q
for the quarter ended June 30, 2004).
Trust Agreement of DTE Energy Trust III
(Exhibit 4-21
to Registration Statement on
Form S-3
(File
No. 333-99955).
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 Edisons 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 Edisons 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 Edisons Registration Statement on
Form S-1
(File
No. 2-7136)).
(amendment)
Table of Contents
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 Edisons 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 Edisons 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 Edisons
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 Edisons 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 Edisons
Form 10-K
for the year ended December 31, 2000). (1990 Series B,
C, E and F)
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 Edisons
Form 10-K
for the year ended December 31, 1996). (1991 Series BP
and 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 Edisons
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 Edisons
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 Edisons
Form 10-K
for the year ended December 31, 2000). (amendment)
Supplemental Indenture, dated as of June 30, 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 4-216
to Detroit Edisons
Form 10-K
for the year ended December 31, 2000). (1993 Series AP)
Supplemental Indenture, dated as of August 1, 1999, 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 4-204
to Detroit Edisons
Form 10-Q
for the quarter ended September 30, 1999). (1999
Series AP, BP and CP)
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 Edisons
Form 10-Q
for the quarter ended September 30, 2000). (2000
Series BP)
Supplemental Indenture, dated as of March 15, 2001, 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 4-222
to Detroit Edisons
Form 10-Q
for the quarter ended March 31, 2001). (2001
Series AP)
Table of Contents
Supplemental Indenture, dated as of May 1, 2001, 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 4-226
to Detroit Edisons
Form 10-Q
for the quarter ended June 30, 2001). (2001 Series BP)
Supplemental Indenture, dated as of August 15, 2001, 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 4-227
to Detroit Edisons
Form 10-Q
for the quarter ended September 30, 2001). (2001
Series CP)
Supplemental Indenture, dated as of September 15, 2001, 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 4-228
to Detroit Edisons
Form 10-Q
for the quarter ended September 30, 2001). (2001
Series D and E)
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 Edisons 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 Edisons
Form 10-Q
for the quarter ended September 30, 2002). (2002
Series A and B)
Supplemental Indenture, dated as of December 1, 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 4-232
to Detroit Edisons
Form 10-K
for the year ended December 31, 2002). (2002 Series C
and D)
Supplemental Indenture, dated as of August 1, 2003, 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 4-235
to Detroit Edisons
Form 10-Q
for the quarter ended September 30, 2003). (2003
Series A)
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 Edisons
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 Edisons
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 Edisons 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 Edisons
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 Edisons
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 Edisons
Form 10-Q
for the quarter ended June 30, 2006). (2006 Series A)
Table of Contents
Supplemental Indenture, dated as of December 1, 2007, 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 Edisons
Form 8-K
dated December 18, 2007). (2007 Series A)
Supplemental Indenture, dated as of April 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 4-251
to the Detroit Edisons
Form 10-Q
for the quarter ended March 31, 2008). (2008 Series DT)
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 Edisons
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 Edisons
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 Edisons
Form 10-Q
for the quarter ended June 30, 2008). (2008 Series KT)
Supplemental Indenture, dated as of October 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 4-259
to Detroit Edisons
Form 10-Q
for the quarter ended September 30, 2008). (2008
Series J)
Supplemental Indenture, dated as of December 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 4-261
to Detroit Edisons
Form 10-K
for the year ended December 31, 2008). (2008 Series LT)
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 Edisons 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:
Ninth Supplemental Indenture, dated as of October 10, 2001,
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 4-229
to Detroit Edisons
Form 10-Q
for the quarter ended September 30, 2001).
(6.125% Senior Notes due 2010)
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 Edisons
Form 10-Q
for the quarter ended September 30, 2002).
(5.20% Senior Notes due 2012 and 6.35% Senior Notes
due 2032)
Eleventh Supplemental Indenture, dated as of December 1,
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 4-233
to Detroit Edisons
Form 10-Q
for the quarter ended March 31, 2003). (5.45% Senior
Notes due 2032 and 5.25% Senior Notes due 2032)
Twelfth Supplemental Indenture, dated as of August 1, 2003,
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 4-236
to Detroit Edisons
Form 10-Q
for the quarter ended September 30, 2003).
(5
1
/
2
% Senior
Notes due 2030)
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 Edisons
Form 10-Q
for the quarter ended March 31, 2004). (4.875% Senior
Notes Due 2029 and 4.65% Senior Notes due 2028)
Table of Contents
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 Edisons
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 Edisons 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
Edisons
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 Edisons
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 Edisons
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
Edisons
Form 8-K
dated December 18, 2007). (2007 Series A Senior Notes
due 2038)
Twenty-third Supplemental Indenture, dated as of April 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 4-252
to Detroit Edisons
Form 10-Q
for the quarter ended March 31, 2008). (2008 Series DT
Variable Rate Senior Notes due 2036)
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 Edisons
Form 10-Q
for the quarter ended June 30, 2008). (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 Edisons
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 Edisons
Form 10-Q
for the quarter ended June 30, 2008). (2008 Series KT
Variable Rate Senior Notes due 2020)
Twenty-seventh Supplemental Indenture, dated as of
October 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 4-260
to Detroit Edisons
Form 10-Q
for the quarter ended September 30, 2008). (2008
Series J 6.40% Senior Notes due 2013)
Twenty-eighth Supplemental Indenture, dated as of
December 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 4-262
to Detroit Edisons
Form 10-K
for the year ended December 31, 2008). (2008 Series LT
6.75% Senior Notes due 2038)
Trust Agreement of Detroit Edison Trust I.
(Exhibit 4.9 to Registration Statement on
Form S-3
(File
No. 333-100000))
Trust Agreement of Detroit Edison Trust II.
(Exhibit 4.10 to Registration Statement on
Form S-3
(File
No. 333-100000))
Table of Contents
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
Supplement 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 Supplemental 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)
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:
Twenty-ninth Supplemental Indenture dated as of July 15,
1989, among Michigan Consolidated Gas Company and Citibank, N.A.
and Robert T. Kirchner, as trustees, creating an issue of first
mortgage bonds and providing for the modification and
restatement of the Indenture of Mortgage and Deed of Trust dated
as of March 1, 1944
(Exhibit 4-2
to Michigan Consolidated Gas Company Registration Statement on
Form S-3
(File
No. 333-63370))
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-third Supplemental Indenture dated as of May 1, 1995
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 4-2
to Michigan Consolidated Gas Company Registration Statement on
Form S-3
(File
No. 33-59093)).
(First Mortgage Bonds Designated Secured Medium Term Notes,
Series B)
Thirty-fourth Supplemental Indenture dated as of
November 1, 1996 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 4-2
to Michigan Consolidated Gas Company Registration Statement on
Form S-3
(File
No. 333-16285)).
(First Mortgage Bonds Designated Secured Medium Term Notes,
Series C)
Thirty-fifth Supplemental Indenture dated as of June 18,
1998 to Indenture of Mortgage and Deed of Trust dated as of
March 1, 1944 between Michigan Consolidated Gas Company and
Citibank, N.A., trustee, creating an issue of first mortgage
bonds designated as collateral bonds
(Exhibit 4-2
to Michigan Consolidated Gas Company
Form 8-K
dated June 18, 1998)
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)
Table of Contents
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 A,
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)
Form of Indemnification Agreement between DTE Energy Company and
each of Anthony F. Earley, Jr., Gerard M. Anderson, Robert J.
Buckler, David E. Meador, Gerardo Norcia, Bruce D. Peterson, and
non-employee Directors.
(Exhibit 10-1
to
Form 8-K
dated December 6, 2007).
Certain arrangements pertaining to the employment of Anthony F.
Earley, Jr. with The Detroit Edison Company, dated
April 25, 1994
(Exhibit 10-53
to The Detroit Edison Companys
Form 10-Q
for the quarter ended March 31, 1994).
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 Companys
Form 10-K
for the year ended December 31, 1993).
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).
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).
Termination and Consulting Agreement, dated as of
October 4, 1999, among DTE Energy Company, MCN Energy Group
Inc., DTE Enterprises Inc. and A.R. Glancy, III
(Exhibit 10-41
to
Form 10-K
for the year ended December 31, 2001).
Amended and Restated Post-Employment Income Agreement, dated
March 23, 1998, between The Detroit Edison Company and
Anthony F. Earley, Jr.
(Exhibit 10-21
to
Form 10-Q
for the quarter ended March 31, 1998).
DTE Energy Company Annual Incentive Plan
(Exhibit 10-44
to
Form 10-Q
for the quarter ended March 31, 2001).
DTE Energy Company 2001 Stock Incentive Plan
(Exhibit 10-43
to
Form 10-Q
for the quarter ended March 31, 2001).
DTE Energy Company 2006 Long-Term Incentive Plan (Annex A
to DTE Energys Definitive Proxy Statement dated
March 24, 2006).
First Amendment, dated February 8, 2007 to the DTE Energy
Company 2006 Long-Term Incentive Plan.
(Exhibit 10-73
to
Form 10-K
for the year ended December 31, 2007).
Second Amendment, dated March 8, 2007 to the DTE Energy
Company 2006 Long-Term Incentive Plan.
(Exhibit 10-74
to
Form 10-K
for the year ended December 31, 2007).
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).
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).
Description of Executive Life Insurance Plan
(Exhibit 10-47
to
Form 10-Q
for the quarter ended June 30, 2002).
Executive Vehicle Plan of The Detroit Edison Company, dated as
of September 1, 1999
(Exhibit 10-41
to
Form 10-Q
for the quarter ended March 31, 2001).
Table of Contents
DTE Energy Affiliates Nonqualified Plans Master Trust, effective
as of May 1, 2003
(Exhibit 10-49
to
Form 10-Q
for the quarter ended March 31, 2003).
Form of DTE Energy Five-Year Credit Agreement, dated as of
October 17, 2005, by and among DTE Energy, the lenders
party thereto, Citibank, N.A., as Administrative Agent, and
Barclays Bank PLC and JPMorgan Chase Bank, N. A., as
Co-Syndication Agents (Exhibit 10.1 to
Form 8-K
dated October 17, 2005).
Form of Amendment No. 1 to The Detroit Edison
Companys Five-Year Credit Agreement, dated as of
January 10, 2007, by and among The Detroit Edison Company,
the lenders party thereto, Barclays Bank PLC, as Administrative
Agent, and Citibank, N.A. and JPMorgan Chase Bank, N.A., as
Co-Syndication Agents (Exhibit 10.1 to
Form 8-K
dated January 10, 2007).
Amendment No. 1 to Five-Year Credit Agreement, dated as of
January 10, 2007, by and among, DTE Energy Company, the
lenders party thereto, Citibank, N.A., as Administrative Agent,
and Barclays Bank PLC and JPMorgan Chase Bank, N.A., as
Co-Syndication Agents (Exhibit 10.1 to
Form 8-K
dated January 10, 2007).
Form of Second Amended and Restated Five-Year Credit Agreement,
dated as of October 17, 2005, by and among DTE Energy, the
lenders party thereto, Citibank, N.A., as Administrative Agent,
and Barclays Bank PLC and JPMorgan Chase Bank, N.A., as
Co-Syndication Agents (Exhibit 10.2 to
Form 8-K
dated October 17, 2005).
Amendment No. 1 to Second Amended and Restated Five-Year
Credit Agreement, dated as of January 10, 2007 by and among
DTE Energy Company, the lenders party thereto, and Citibank,
N.A., as Administrative Agent and Barclays Bank PLC and JP
Morgan Chase Bank, N.A., as Co-Syndication Agents
(Exhibit 10.2 to
Form 8-K
dated January 10, 2007).
Form of Director Restricted Stock Agreement (Exhibit 10.1
to
Form 8-K
dated June 23, 2005).
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).
Form of
Change-in-Control
Severance Agreement, dated as of November 8, 2007, between
DTE Energy Company and each of Anthony F Earley, Jr., Gerard M.
Anderson, Robert J. Buckler, David E. Meador, Gerardo Norcia and
Bruce D. Peterson
(Exhibit 10-71
to
Form 10-Q
for the quarter ended September 30, 2007).
Form of The Detroit Edison Companys Five-Year Credit
Agreement, dated as of October 17, 2005, by and among The
Detroit Edison Company, the lenders party thereto, Barclays Bank
PLC, as Administrative Agent, and Citibank, N.A. and JPMorgan
Chase Bank, N.A., as Co-Syndication Agents (Exhibit 10.1 to
Form 8-K
dated October 17, 2005).
Form of Second Amended and Restated Five-Year Credit Agreement,
dated as of October 17, 2005, by and among The Detroit
Edison Company, the lenders party thereto, Barclays Bank PLC, as
Administrative Agent, and Citibank, N.A. and JPMorgan Chase
Bank, N.A., as Co-Syndication Agents (Exhibit 10.2 to
Form 8-K
dated October 17, 2005).
Form of Amendment No. 1 to Second Amended and Restated
Five-Year Credit Agreement dated as of January 10, 2007, by
and among The Detroit Edison Company, the lenders party thereto,
Barclays Bank PLC, as Administrative Agent, and Citibank, N.A.
and JPMorgan Chase Bank, N.A., as Co-Syndication Agents
(Exhibit 10.2 to
Form 8-K
dated January 10, 2007).
Form of Second Amended and Restated Five-Year Credit Agreement
dated as of October 17, 2005, by and among Michigan
Consolidated Gas Company, the lenders party thereto, JPMorgan
Chase Bank, N.A., as Administrative Agent, and Barclays Bank PLC
and Citibank, N.A. as Co-Syndication Agents (Exhibit 10.2
to
Form 8-K
dated October 17, 2005).
Form of Amendment No. 1 to Five-Year Credit Agreement dated
as of January 10, 2007, by and among Michigan Consolidated
Gas Company, the lenders party thereto, JPMorgan Chase Bank, N.
A., as Administrative Agent, and Barclays Bank PLC and Citibank,
N.A., as Co-Syndication Agents (Exhibit 10.1 to
Form 8-K
dated January 10, 2007).
Form of Five-Year Credit Agreement dated as of October 17,
2005, by and among Michigan Consolidated Gas Company, the
lenders party thereto, JPMorgan Chase Bank, N.A., as
Administrative Agent, and Barclays Bank PLC and Citibank, N.A.,
as Co-Syndication Agents (Exhibit 10.1 to
Form 8-K
dated October 17, 2005).
Table of Contents
Form of Amendment No. 1 to Second Amended and Restated
Five-Year Credit Arrangement dated as of January 10, 2007,
by and among Michigan Consolidated Gas Company, the lenders
party thereto JPMorgan Chase Bank, N.A., as Administrative
Agent, and Barclays Bank PLC and Citibank, N.A., as
Co-Syndication Agents (Exhibit 10.2 to
Form 8-K
dated January 10, 2007).
Master Trust Agreement (Master Trust), dated as
of June 30, 1994, between DTE Energy Company, as successor,
and Fidelity Management Trust Company relating to the
Savings and Investment Plans
(Exhibit 4-167
to
Form 10-Q
for the quarter ended June 30, 1994).
First Amendment, dated as of February 1, 1995, to Master
Trust
(Exhibit 4-10
to Registration
No. 333-00023).
Second Amendment, dated as of February 1, 1995, to Master
Trust
(Exhibit 4-11
to Registration
No. 333-00023).
Third Amendment, effective January 1, 1996, to Master Trust
(Exhibit 4-12
to Registration
No. 333-00023).
Fourth Amendment, dated as of August 1, 1996, to Master
Trust
(Exhibit 4-185
to
Form 10-K
for the year ended December 31, 1997).
Fifth Amendment, dated as of January 1, 1998, to Master
Trust
(Exhibit 4-186
to
Form 10-K
for the year ended December 31, 1997).
Sixth Amendment, dated as of September 1, 1998, to Master
Trust
(Exhibit 99-15
to
Form 10-K
for the year ended December 31, 2004).
Seventh Amendment, dated as of December 15, 1999, to Master
Trust
(Exhibit 99-16
to
Form 10-K
for the year ended December 31, 2004).
Eighth Amendment, dated as of February 1, 2000, to Master
Trust
(Exhibit 99-17
to
Form 10-K
for the year ended December 31, 2004).
Ninth Amendment, dated as of April 1, 2000, to Master Trust
(Exhibit 99-18
to
Form 10-K
for the year ended December 31, 2004).
Tenth Amendment, dated as of May 1, 2000, to Master Trust
(Exhibit 99-19
to
Form 10-K
for the year ended December 31, 2004).
Eleventh Amendment, dated as of July 1, 2000, to Master
Trust
(Exhibit 99-20
to
Form 10-K
for the year ended December 31, 2004).
Twelfth Amendment, dated as of August 1, 2000, to Master
Trust
(Exhibit 99-21
to
Form 10-K
for the year ended December 31, 2004).
Thirteenth Amendment, dated as of December 21, 2001, to
Master Trust
(Exhibit 99-22
to
Form 10-K
for the year ended December 31, 2004).
Fourteenth Amendment, dated as of March 1, 2002, to Master
Trust
(Exhibit 99-23
to
Form 10-K
for the year ended December 31, 2004).
Fifteenth Amendment, dated as of January 1, 2002, to Master
Trust
(Exhibit 99-24
to
Form 10-K
for the year ended December 31, 2004).
Sixteenth Amendment, to Master Trust, dated as of July 30,
2004, to Master Trust
(Exhibit 99-25
to
Form 10-K
for the year ended December 31, 2007).
Eighteenth Amendment, dated as of June 1, 2006, to Master
Trust
(Exhibit 99-26
to
Form 10-K
for the year ended December 31, 2007).
Nineteenth Amendment, dated as of July 31, 2007, to Master
Trust
(Exhibit 99-27
to
Form 10-K
for the year ended December 31, 2007).
(iii) Exhibits furnished herewith:
Chief Executive Officer Section 906
Form 10-K
Certification of Periodic Report.
Chief Financial Officer Section 906
Form 10-K
Certification of Periodic Report.
Table of Contents
Schedule II Valuation and Qualifying
Accounts
Year Ending December 31,
2008
2007
2006
(In millions)
$
182
$
170
$
136
198
133
120
18
12
7
(133
)
(133
)
(93
)
$
265
$
182
$
170
(1)
Collection of accounts previously written off and balances
previously held for sale of $4 million.
(2)
Uncollectible accounts written off.
Year Ending December 31,
2008
2007
2006
(In millions)
$
4
$
65
$
50
15
(4
)
(61
)
$
$
4
$
65
154
Table of Contents
(Registrant)
By
By
Chairman of the Board and
Chief Executive Officer
By
Vice President and Controller, and
Chief Accounting Officer
By
By
By
By
By
By
By
By
By
By
By
By
By
By
155
2
3
4
5
6
(A) | on which the Company shall be the obligor, and | ||
(B) | which shall be qualified, or shall meet the requirements for qualification, under the Trust Indenture Act; |
7
8
9
MICHIGAN CONSOLIDATED GAS COMPANY | ||||||
|
||||||
[Corporate Seal]
|
By: |
/s/ Edward J. Solomon
|
||||
|
Assistant Treasurer | |||||
|
||||||
CITIBANK, N.A., as Trustee | ||||||
|
||||||
|
By: | /s/ Wafaa M. Orfy | ||||
|
||||||
|
Wafaa M. Orfy | |||||
|
Vice President |
10
PPN:
|
APPENDIX I | |
|
||
No.R-
|
$ |
III-1
III-2
III-3
MICHIGAN CONSOLIDATED GAS COMPANY
|
||||
By: | ||||
N.A. Khouri | ||||
Vice President and Treasurer | ||||
III-4
Attest:
|
||||
|
||||
By:
|
||||
|
|
|||
|
Corporate Secretary |
CITIBANK, N.A., as Trustee
|
||||
By: | ||||
Authorized Officer | ||||
III-5
III-6
III-7
III-8
III-9
TEN COM
|
- as tenants in common | (Name) CUST (Name) | (Name) as Custodian | |||
TEN ENT
|
- as tenants by the entirety | UNIF GIFT MIN ACT | for (name) under | |||
JF TEN
|
- as joint tenants with | (state) | the (State) Uniform | |||
|
right of survivorship and not as | Gifts to Minors Act | ||||
|
tenants in common |
Dated:
|
Your Signature: | |||
|
||||
|
(Sign exactly as your name appears on the other side of this Senior Note) |
Signature Guarantee:
|
||
|
Social Security Number or Taxpayer Identification Number:
|
||
|
III-10
(1 | ) |
o
|
to the Company; or | |||||
|
||||||||
(2 | ) |
o
|
inside the United States to a qualified institutional buyer (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or | |||||
|
||||||||
(3 | ) |
o
|
pursuant to another available exemption from registration under the Securities Act of 1933. |
|
||
|
[INSERT NAME OF TRANSFEROR] | |
|
||
|
||
|
[SIGNATURE GUARANTEE] |
III-11
PAGE | ||||
ARTICLE I ESTABLISHMENT OF AN ISSUE OF FIRST MORTGAGE BONDS, OF THE SERIES DESIGNATED AND
DISTINGUISHED AS 2008 SERIES M BONDS
|
4 | |||
|
||||
SECTION 1
|
4 | |||
SECTION 2
|
10 | |||
SECTION 3
|
10 | |||
SECTION 4
|
10 | |||
SECTION 5
|
11 | |||
|
||||
ARTICLE II ISSUE OF COLLATERAL BONDS
|
11 | |||
|
||||
ARTICLE III THE TRUSTEE
|
11 | |||
|
||||
ARTICLE IV RECORDING AND FILING OF SUPPLEMENTAL INDENTURE DATED AS OF JUNE 1, 2008
|
11 | |||
|
||||
ARTICLE V MISCELLANEOUS PROVISIONS
|
13 |
2
3
Amount | Amount | |||||||
Designation of Series | Initially Issued | Outstanding | ||||||
|
||||||||
(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 A Collateral Bonds
|
$ | 60,000,000 | $ | 60,000,000 | ||||
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 |
4
No. R-1 | Principal Amount |
5
6
7
8
MICHIGAN CONSOLIDATED GAS COMPANY | ||||
By: | ||||
N.A. Khouri | ||||
Vice President and Treasurer |
By:
|
||||
|
|
|||
|
Corporate Secretary |
CITIBANK, N.A., as Mortgage Trustee
|
||||
By: | ||||
Authorized Officer |
9
10
11
Liber/ | ||||||
County | Recorded | Instrument no. | Page | |||
Alcona
|
8/20/08 | 455 | 52 | |||
Alger
|
8/20/08 | 200801775 | N/A | |||
Alpena
|
8/20/08 | 467 | 59 | |||
Antrim
|
8/20/08 | 783 | 1471 | |||
Arenac
|
8/20/08 | 535 | 840 | |||
Barry
|
8/20/08 | 20080820-0008410 | N/A | |||
Benzie
|
8/20/08 | 2008R-04247 | N/A | |||
Charlevoix
|
8/20/08 | 859 | 112 | |||
Cheboygan
|
8/20/08 | 1105 | 371 | |||
Chippewa
|
8/20/08 | 1056 | 838 | |||
Clare
|
8/20/08 | 1086 | 866 | |||
Clinton
|
8/20/08 | 5134496 | N/A | |||
Crawford
|
8/20/08 | 692 | 739 | |||
Delta
|
8/20/08 | 925 | 614 | |||
Dickinson
|
8/20/08 | 659 | 409 | |||
Emmet
|
8/21/08 | 1105 | 338 | |||
Gladwin
|
8/20/08 | 873 | 284 | |||
Grand Traverse
|
8/20/08 | 2008R-14712 | N/A | |||
Gratiot
|
8/20/08 | 854 | 160 | |||
Ionia
|
8/20/08 | 609 | 2533 | |||
Iosco
|
8/20/08 | 957 | 439 | |||
Iron
|
8/20/08 | 520 | 313 | |||
Isabella
|
8/20/08 | 1448 | 810 | |||
Jackson
|
8/20/08 | 1905 | 612 | |||
Kalkaska
|
8/20/08 | 3086889 | N/A | |||
Kent
|
8/20/08 | 20080820-0076463 | N/A | |||
Lake
|
8/20/08 | 328 | 125 | |||
Leelanau
|
8/20/08 | 985 | 839 | |||
Lenawee
|
8/20/08 | 2370 | 582 | |||
Livingston
|
8/20/08 | 2008R-024563 | N/A | |||
Macomb
|
8/25/08 | 19462 | 721 | |||
Manistee
|
8/20/08 | 2008R005106 | N/A | |||
Marquette
|
8/20/08 | 2008R-09124 | N/A | |||
Mason
|
8/20/08 | 2008R04532 | N/A | |||
Mecosta
|
8/20/08 | 779 | 1645 | |||
Menominee
|
8/21/08 | 640 | 62 | |||
Missaukee
|
8/20/08 | 2008-02871 | N/A | |||
Monroe
|
8/20/08 | 2008R15899 | N/A | |||
Montcalm
|
8/20/08 | 1416 | 5 |
12
Liber/ | ||||||
County | Recorded | Instrument no. | Page | |||
Montmorency
|
8/20/08 | 303 | 391 | |||
Muskegon
|
8/20/08 | 3788 | 884 | |||
Newaygo
|
8/20/08 | 432 | 2917 | |||
Oakland
|
8/22/08 | 40545 | 822 | |||
Oceana
|
8/21/08 | GR 2008 | 17094 | |||
Ogemaw
|
8/20/08 | 3081344 | N/A | |||
Osceola
|
8/20/08 | 864 | 406 | |||
Oscoda
|
8/20/08 | 208-02218 | N/A | |||
Otsego
|
8/20/08 | 1179 | 196 | |||
Ottawa
|
8/20/08 | 5706 | 472 | |||
Presque Isle
|
8/20/08 | 466 | 474 | |||
Roscommon
|
8/20/08 | 1074 | 2652 | |||
St. Clair
|
8/20/08 | 3870 | 981 | |||
Saginaw
|
8/20/08 | 2504 | 2450 | |||
Shiawassee
|
8/20/08 | 1125 | 0871 | |||
Washtenaw
|
9/25/08 | 4700 | 295 | |||
Wayne
|
8/20/08 | 47425 | 515 | |||
Wexford
|
8/20/08 | 613 | 2822 |
13
14
By:
|
/s/ Edward Solomon
|
|||
|
Assistant Treasurer |
/s/ Anthony G. Morrow
|
||
|
||
/s/ Timothy J. Maloche
|
State of Michigan
|
} | |||
|
} | ss. | ||
County of Wayne
|
} |
/s/ Stephanie V. Washio
|
||
Notary Public, Wayne County, MI
|
||
Acting in Wayne County, MI
|
||
My Commission Expires: May 18, 2012
|
15
By:
|
/s/ Wafaa Orfy
|
|||
|
Vice President |
/s/ John Hannon
Vice President |
/s/ Louis Piscitelli
Vice President |
State of New York
|
} | |||
|
} | ss. | ||
County of New York
|
} |
/s/ Zenaida Santiago
|
||
No. 01SA6152564
|
||
Qualified in Kings County
|
||
Acting in New York County
|
||
Commission Expires: 9-18-2010
|
16
17
Section
|
Page | |||
PREAMBLE
|
1 | |||
|
||||
SECTION 1. TITLE, PURPOSE AND EFFECTIVE DATE
|
1 | |||
1.01. Title
|
1 | |||
1.02. Purpose.
|
2 | |||
1.03. Effective Date
|
2 | |||
1.04 Compliance with Code Section 409A
|
2 | |||
|
||||
SECTION 2. DEFINITIONS
|
2 | |||
2.01. Account
|
2 | |||
2.02. Affiliated Company
|
2 | |||
2.03. Anniversary Year
|
3 | |||
2.04. Annual Cash Bonus
|
3 | |||
2.05. Base Salary
|
3 | |||
2.06. Beneficiary
|
3 | |||
2.07. Board
|
3 | |||
2.08. Cash Balance Plan
|
3 | |||
2.09. Code
|
3 | |||
2.10. Committee
|
3 | |||
2.11. Company
|
3 | |||
2.12. Companys Accountants
|
3 | |||
2.13. Companys Actuaries
|
3 | |||
2.14. Compensation
|
3 | |||
2.15. Compensation Credit
|
4 | |||
2.16. DTE
|
4 | |||
2.17. ERISA
|
4 | |||
2.17A Executive Group
|
5 | |||
2.18. FICA
|
5 | |||
2.19. Frozen MSBP Participant
|
5 | |||
2.20. Frozen MSBP Participants Benefit
|
5 | |||
2.21. Grandfathered MSBP Participant
|
5 | |||
2.22. Grandfathered MSBP Retiree
|
5 | |||
2.23. Grandfathered SDRIP Participant
|
5 | |||
2.24. Grandfathered SDRIP Nonactive Participant
|
5 | |||
2.25. Investment Credit
|
5 | |||
2.26. Opening Balance
|
5 | |||
2.27. Participant
|
6 | |||
2.28. Plan
|
6 | |||
2.29. Plan Year
|
6 | |||
2.29A Post-2004 Benefit
|
6 | |||
2.29B Pre-2005 Benefit
|
6 | |||
2.30. Spouse
|
7 |
i
Section
|
Page | |||
2.31. Vested Account
|
7 | |||
|
||||
SECTION 3. ELIGIBILITY AND PARTICIPATION
|
7 | |||
3.01. Designation by Committee
|
7 | |||
3.02. Effective Date of Participation
|
7 | |||
3.03. Revocation of Designation
|
7 | |||
|
||||
SECTION 4. ACCOUNTS AND EARNINGS
|
8 | |||
4.01. Establishment of Accounts
|
8 | |||
4.02. Election of Investment Options
|
8 | |||
4.03. No Requirement to Fund
|
8 | |||
|
||||
SECTION 5. GRANDFATHERED AND FROZEN MSBP BENEFITS
|
8 | |||
5.01. Grandfathered and Frozen MSBP Participants MSBP Benefit
|
8 | |||
5.02. Election for Grandfathered MSBP Participants
|
9 | |||
5.03. No Election for Frozen MSBP Participants
|
10 | |||
|
||||
SECTION 6. FORM AND TIMING OF PAYMENT
|
10 | |||
6.01. Distribution of Account
|
10 | |||
6.02. Timing of Distributions
|
11 | |||
6.03 Form of Distributions
|
12 | |||
6.04 Change In Distribution Option
|
13 | |||
6.05. Unscheduled Withdrawals
|
14 | |||
|
||||
SECTION 7. VESTING OF BENEFITS
|
14 | |||
7.01. General
|
14 | |||
7.02. Rehired Participants
|
14 | |||
7.03. Redesignated Participants
|
15 | |||
|
||||
SECTION 8. SELECTION OF AND PAYMENTS TO A BENEFICIARY
|
15 | |||
8.01. Beneficiary Designation
|
15 | |||
8.02. Change in Beneficiary
|
15 | |||
8.03. Survivor Benefit
|
16 | |||
|
||||
SECTION 9. TAX WITHHOLDING
|
16 | |||
|
||||
SECTION 10. ADMINISTRATION OF THE PLAN
|
16 | |||
10.01. Duties and Power
|
16 | |||
10.02. Benefit Statements
|
16 | |||
10.03. Right to Accelerate
|
16 | |||
|
||||
SECTION 11. AMENDMENT, SUSPENSION, AND TERMINATION
|
17 | |||
11.01. Right to Amend or Terminate
|
17 | |||
11.02. Right to Suspend
|
17 | |||
11.03. Partial ERISA Exemption
|
17 |
ii
Section
|
Page | |||
SECTION 12. MISCELLANEOUS
|
17 | |||
12.01. Unfunded Plan
|
17 | |||
12.02. No Right to Continued Employment
|
18 | |||
12.03. Prohibition Against Alienation
|
18 | |||
12.04. Savings Clause
|
18 | |||
12.05. Payment of Benefit of Incompetent
|
18 | |||
12.06. Spouses Interest
|
18 | |||
12.07. Successors
|
18 | |||
12.08. Gender, Number and Heading
|
18 | |||
12.09. Legal Fees and Expenses
|
19 | |||
12.10. Choice of Law
|
19 | |||
12.11. Affiliated Employees
|
19 | |||
12.12. Plan Document
|
19 | |||
|
||||
SECTION 13. ARBITRATION
|
19 | |||
|
||||
SECTION 14. CHANGE IN CONTROL PROVISIONS
|
20 | |||
14.01. General
|
20 | |||
14.02. Immediate Vesting
|
20 | |||
14.03. Transfer to Rabbi Trust
|
20 | |||
14.04. Lump Sum Payments
|
21 | |||
14.05. Joint and Several Liability
|
21 | |||
14.06. Dispute Procedures
|
21 | |||
14.07. Definition of Change in Control
|
21 |
iii
(1) | Was receiving benefits under such prior plan as of December 31, 2000 (May 31, 2002 for the SDRIP), or | ||
(2) | Had terminated employment with the Company on or before December 31, 2000 (May 31, 2002 for the SDRIP) and was due a benefit at a later date |
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
DTE Energy Company
|
||||
By: | /s/ Larry E. Steward | |||
Larry E. Steward | ||||
Vice President, Human Resources | ||||
23
|
Management | |
|
||
|
Supplemental | |
|
||
|
Benefit | |
|
||
|
Plan |
1
(1) | 90 days from the date hereof; or | ||
(2) | 90 days subsequent to an otherwise eligible participants 55th birthday; or | ||
(3) | In the case of an otherwise eligible participant who does not have at least 10 years of Company service at age 55, 90 days subsequent to the otherwise eligible participants having 10 years of Company service. |
(1)(A) | Were members of Management Council (pursuant to OR3, Management Groups) November 20, 1998; such employees being named on Exhibit D, or |
(B) | Are designated by the Chairman as key managerial employees eligible to participate in the Plan; or | ||
(C) | With respect to management employees of a Company other than The Detroit Edison Company, are Certain Management or Highly Compensated Employees, and |
(2) | Are not personally eligible to receive a benefit from the Key Employe Deferred Compensation (KEDC) Plan although a court of competent jurisdiction may have recognized spousal rights; and | ||
(3) | Do not have an effective Executive Post-Employment Income Arrangement; and | ||
(4) | At the time of termination from the Company (or death while actively employed), are at least 55 years of age and have at least 10 years of Company service. |
2
Age At | Early Retirement | |||||||
Termination | Adjustment Percentage | |||||||
55
|
60 | % | ||||||
56
|
68 | % | ||||||
57
|
76 | % | ||||||
58
|
84 | % | ||||||
59
|
92 | % | ||||||
60 or older
|
100 | % |
3
(1) | Guaranteed Term Plus Life; | ||
(2) | Actuarial-Adjusted Life with a 100% Joint and Survivor Benefit; and | ||
(3) | Actuarial-Adjusted Life with 50% Joint and Survivor Benefit. |
4
5
6
7
8
9
Target Percentage | ||||||
Management | of Average Final | Service | ||||
Group | Compensation | Index | ||||
1.
|
Chairman of the Board
|
60% | 25 | |||
|
President
|
|||||
|
Executive Vice President
|
|||||
|
Participants who are Certain Management
|
|||||
|
or Highly Compensated Employees designated
|
|||||
|
as being in Group 1 by the Committee
|
|||||
|
||||||
2.
|
Senior Vice President
|
60% | 30 | |||
|
Vice President
|
|||||
|
Participants who are Certain Management
|
|||||
|
or Highly Compensated Employees designated
|
|||||
|
as being in Group 2 by the Committee
|
|||||
|
||||||
3.
|
Detroit Edison employees/participants
|
55% | 35 | |||
|
other than those included
|
|||||
|
in Groups 1 and 2 above and
|
|||||
|
Participants who are Certain Management
|
|||||
|
or Highly Compensated Employees, other
|
|||||
|
than those included in Groups 1 and 2 above,
|
|||||
|
designated by the Committee as eligible to
|
|||||
|
participate in the Plan |
1
Remaining
Years Of Guaranteed Term Payment |
||||||||||||||||||||||||||||
Interest Rate | 6% | 7% | 8% | 9% | 10% | 11% | 12% | |||||||||||||||||||||
15
|
$ | 9,875 | $ | 9,271 | $ | 8,720 | $ | 8,216 | $ | 7,755 | $ | 7,332 | $ | 6,943 | ||||||||||||||
14
|
9,456 | 8,909 | 8,406 | 7,945 | 7,520 | 7,128 | 6,767 | |||||||||||||||||||||
13
|
9,012 | 8,520 | 8,067 | 7,648 | 7,260 | 6,901 | 6,569 | |||||||||||||||||||||
12
|
8,540 | 8,103 | 7,699 | 7,323 | 6,973 | 6,648 | 6,345 | |||||||||||||||||||||
11
|
8,038 | 7,656 | 7,300 | 6,967 | 6,656 | 6,365 | 6,093 | |||||||||||||||||||||
10
|
7,506 | 7,177 | 6,868 | 6,578 | 6,306 | 6,050 | 5,808 | |||||||||||||||||||||
9
|
6,941 | 6,663 | 6,401 | 6,153 | 5,919 | 5,698 | 5,488 | |||||||||||||||||||||
8
|
6,341 | 6,112 | 5,895 | 5,688 | 5,492 | 5,305 | 5,127 | |||||||||||||||||||||
7
|
5,704 | 5,521 | 5,347 | 5,179 | 5,020 | 4,867 | 4,721 | |||||||||||||||||||||
6
|
5,028 | 4,888 | 4,753 | 4,623 | 4,498 | 4,378 | 4,263 | |||||||||||||||||||||
5
|
4,310 | 4,208 | 4,110 | 4,014 | 3,922 | 3,833 | 3,746 | |||||||||||||||||||||
4
|
3,548 | 3,480 | 3,413 | 3,349 | 3,286 | 3,224 | 3,164 | |||||||||||||||||||||
3
|
2,739 | 2,699 | 2,659 | 2,621 | 2,583 | 2,545 | 2,509 | |||||||||||||||||||||
2
|
1,880 | 1,861 | 1,843 | 1,824 | 1,806 | 1,788 | 1,770 | |||||||||||||||||||||
1
|
968 | 963 | 958 | 953 | 948 | 943 | 938 | |||||||||||||||||||||
0
|
0 | 0 | 0 | 0 | 0 | 0 | 0 |
(1) | Interest rate is determined by the current prime interest rate of the NBD Bank less 2%. | ||
(2) | Apply linear interpolation for partial years remaining in guaranteed term period and adjustments for fractional interest rates. | ||
(3) | Exhibit B shows the information to perform a standard annuity due calculation. It is the present worth of a stream of monthly payments of $1,000/12 per month made at the end of the month and continuing for the number of months remaining. |
2
Date of Termination:
|
January 31, 1998 | ||
Age at Termination:
|
65 Years, 0 Months | ||
Position:
|
Vice President | ||
MSBP Average Final Compensation:
|
$216,000 | ||
Retirement Plan Average Final Compensation:
|
$180,000 | ||
Company Service:
|
25 Years, 0 Months | ||
Retirement Allowance Factor:
|
.014 | ||
Payment Option:
|
Guaranteed Term Plus Life | ||
|
(Survivor benefit - monthly payment) |
Payment Option:
|
Guaranteed Term Plus Life | ||
|
(Survivor benefit - lump sum payment) | ||
|
|||
NBD Bank
|
9% | ||
|
|||
Prime Interest Rate:
|
|||
Date of Employees Death:
|
January 31, 2003 |
3
Date of Termination:
|
January 31, 1998 | ||
Age at Termination:
|
58 Years, 6 Months | ||
Position:
|
Vice President | ||
MSBP Average Final Compensation:
|
$216,000 | ||
Retirement Plan-Average Final Compensation:
|
$180,000 | ||
Company Service:
|
25 Years, 6 Months | ||
Retirement Allowance Factor:
|
.014 | ||
Payment Option:
|
Guaranteed Term Plus Life | ||
|
(Survivor benefit-monthly payments) |
Payment Option:
|
Actuarial-Adjusted Life with a 100% Joint and Survivor Benefit | ||
|
|||
Employee/Beneficiary
|
Beneficiary is two years younger than the employee | ||
Age Difference:
|
|||
Step I Step 5:
|
Same as Example 2. The monthly benefit under the Guaranteed Term Plus Life option is $4,503 | ||
Step 6:
|
$4,503 x.9554 = $4,302 |
4
Payment Option:
|
Actuarial-Adjusted Life with a 50% Joint and Survivor Benefit | ||
|
|||
Step 1 Step 5:
|
Same as Example 2. The monthly benefit under the Guaranteed | ||
|
|||
Step 6:
|
Term Plus Life option is $4,503
$4,503 x 1.0572 = $4,760 |
Date of Termination:
|
January 31, 1998 | ||
Age at Termination:
|
60 Years, 0 Months | ||
Position:
|
Vice President | ||
MSBP Average Final Compensation:
|
$216,000 | ||
Retirement Plan Average Final Compensation:
|
$180,000 | ||
Company Service:
|
14 Years, 0 Months | ||
Awarded Service:
|
10 Years, 0 Months | ||
Retirement Allowance Factor:
|
.014 | ||
Employee/Beneficiary Age Difference:
|
Beneficiary is two years younger than the employee | ||
Payment Option:
|
Actuarial-Adjusted Life with a 100% Joint and Survivor Benefit | ||
Monthly Pension from Previous Employer
at age 65: |
$2,000 |
4
(Given the above, the target percentage is 54%)
|
|||
Step 1:
|
54% x $216,000 = $116,640 | ||
Step 2:
|
$0 (Employee is ineligible for an immediate benefit under the Retirement Plan) | ||
Step 3:
|
$116,640 - $0 = $116,640 | ||
Step 4:
|
$116,640 x 100% = $116,640 | ||
Step 5:
|
$116,640/12 = $9,720 | ||
Step 6:
|
$9,720 x .9554 = $9,286 |
|
Step 7: | Monthly Retirement Plan Benefit: | ||
|
.014 x $180,000 x 14 x.88 = $31,046/12 $2,587 | |||
|
||||
Reductions to MSBP Benefit: | ||||
Retirement Plan $9,286 - $2,587 = $6,699
|
||||
Previous Employer $6,699 - $2,000 = $4,699 |
6
|
Active: | |||
|
Gerard M Anderson | Leslie L Loomans | ||
|
Joseph P Arresto | Barry Markowitz | ||
|
Susan M Beale | Ronnie A May | ||
|
Donald J Brett | David E Meador | ||
|
Daniel G Brudzynski | S. Snick Meyers | ||
|
Robert J Buckler | Sandra J Miller | ||
|
Michael E Champley | Steven M Nagy | ||
|
Frederic E Champnella H | Christopher C Nern | ||
|
Paul A Childs | William T OConnor Jr | ||
|
James F Connelly | Evan J ONeil | ||
|
Anthony F Earley Jr | David L Peterson | ||
|
Katherine E Fellows | A R Pierce Jr | ||
|
Paul Fessler | Peter J Pintar | ||
|
Larry G Garberding | Michael C Porter | ||
|
Lonnie E Gillum | Jean M Redfield | ||
|
Douglas R Gipson | Thomas M Roberts | ||
|
Paul R Gurizzian | William R Roller | ||
|
Lynne E Halpin | J J Roosen | ||
|
T M Holton | Albert J Tack | ||
|
Robert J Horn | S M Taylor | ||
|
Thomas A Hughes | Richard C Viinikainen | ||
|
Melinda A Jones | Morley A Wassermarm | ||
|
Ronald L Klinect | Joseph L Welch | ||
|
Gary E Lapplander | John M Wisniewski | ||
|
Robert S Lenart | Alan J Yonkman | ||
|
John E Lobbia | |||
|
||||
|
Retired: | |||
|
Norman Barthlow | Willard Holland | ||
|
Leon Cohan | Walter McCarthy | ||
|
Malcolm Dade | Robert McKeon | ||
|
Ronald Gresens | James OHara | ||
|
Ernest Grove | Richard Thomas | ||
|
Saul Waldman |
7
8
Age At | Early Retirement | |
Termination | Adjustment Percentage | |
55 | 60% | |
54 | 52% | |
53 | 44% | |
52 | 36% | |
51 | 28% | |
50 | 20% | |
49 | 12% | |
48 | 4% |
9
Age At | Early Retirement | |
Termination | Adjustment Percentage | |
47.5 | 0% |
10
Name | ID | Awarded Service | ||||||
Joseph Arresto
|
46359 | 0 | ||||||
Nazoor Baig
|
45932 | 0 | ||||||
David Broome
|
47897 | 0 | ||||||
Daniel G. Brudzynski
|
54035 | 0 | ||||||
Michael Carlen
|
47431 | 0 | ||||||
Paul Childs
|
36749 | 0 | ||||||
Donald Cobb
|
53568 | 14 | ||||||
James Connelly
|
34157 | 0 | ||||||
Vincent Dow
|
47262 | 0 | ||||||
Paul Fessler
|
44362 | 0 | ||||||
James Gessner
|
40559 | 0 | ||||||
Lonnie Gillium
|
34222 | 0 | ||||||
Edward Hansen
|
33748 | 0 | ||||||
Robert Horn
|
46028 | 0 | ||||||
John Howell, Jr.
|
42191 | 0 | ||||||
Thomas A. Hughes
|
46765 | 0 | ||||||
George Jackson, Jr.
|
44416 | 0 | ||||||
Melinda Jones
|
44527 | 0 | ||||||
Naif A. Khouri
|
54788 | 0 | ||||||
Paul Knutson
|
41820 | 0 | ||||||
Leslie Krystowiak
|
46735 | 0 | ||||||
Gary Lapplander
|
44281 | 0 | ||||||
Barry Markowitz
|
52955 | 12 | ||||||
Nancy Moody
|
51767 | 0 | ||||||
Peter Oleksiak
|
54420 | 0 | ||||||
Steve Nagy
|
54520 | 5 | ||||||
Evan ONeil
|
100301 | 15 | ||||||
Robert A. Pierce
|
44945 | 0 | ||||||
Peter Pintar
|
54132 | 0 | ||||||
Edward Rahill
|
54781 | 0 | ||||||
Jean Redfield
|
52786 | 0 | ||||||
Thomas Roberts
|
37542 | 0 | ||||||
Randall Rutkofske
|
46546 | 0 | ||||||
Robert Sable
|
55779 | 0 | ||||||
Albert Tack
|
33141 | 0 | ||||||
Joseph Welch
|
42410 | 0 | ||||||
William Wilson
|
33905 | 0 | ||||||
John Wisniewski
|
37375 | 0 | ||||||
Alan Yonkman
|
43178 | 0 |
11
Awarded | Group I or II | |||||||||||
Name | ID | Service | Service Date | |||||||||
Gerard M. Anderson
|
52716 | 0 | 04/30/93 | |||||||||
Susan M. Beale
|
49507 | 0 | 03/27/95 | |||||||||
Robert J. Buckler
|
43514 | 0 | 12/30/90 | |||||||||
Michael E. Champley
|
42462 | 0 | 12/29/92 | |||||||||
Anthony F. Earley, Jr.
|
52729 | 15 | 04/01/93 | |||||||||
Larry Garberding
|
52139 | 25 | 07/30/90 | |||||||||
Douglas R. Gipson
|
51609 | 14 | 07/01/92 | |||||||||
Ronnie A. May
|
49933 | 0 | 08/03/98 | |||||||||
David E. Meador
|
53751 | 10 | 02/28/97 | |||||||||
S. Snick Meyers
|
54007 | 15 | 01/01/97 | |||||||||
Sandra Miller
|
37358 | 0 | 03/30/98 | |||||||||
William T. OConnor, Jr.
|
53210 | 15 | 05/15/00 | |||||||||
Eric Peterson
|
55794 | 0 | 09/05/00 | |||||||||
Michael C. Porter
|
54108 | 10 | 09/15/97 | |||||||||
William R. Roller
|
35563 | 0 | 04/29/96 | |||||||||
S. Martin Taylor
|
51805 | 19 | 06/30/90 | |||||||||
Theodore Vogel
|
55426 | 0 | 03/31/00 |
12
13
14
Section | Page | |||
ARTICLE 1 - Title
|
1 | |||
|
||||
ARTICLE 2 - Definitions
|
1 | |||
Section 2.1 Plan Interest Rate
|
1 | |||
Section 2.2 Post-2004 Benefit
|
1 | |||
Section 2.3 Pre-2005 Benefit
|
1 | |||
|
||||
ARTICLE 3 - Purpose
|
2 | |||
|
||||
ARTICLE 4 - Effective Date
|
2 | |||
|
||||
ARTICLE 5 - Eligibility
|
2 | |||
Section 5.1. Participants
|
2 | |||
Section 5.2. Determination of Eligibility
|
3 | |||
|
||||
ARTICLE 6 - Employers Obligation
|
3 | |||
Section 6.1. Qualified Plan Benefit
|
3 | |||
Section 6.2. Executive Deferred Compensation Plan Benefit
|
3 | |||
Section 6.3. Prior Plan Payments
|
4 | |||
|
||||
ARTICLE 7 - Payment of Benefits
|
4 | |||
Section 7.1. Form and Timing of Payment
|
4 | |||
Section 7.2. Increase in Section 415 Limit
|
7 | |||
Section 7.3. Recomputation of Plan Benefits Upon Reemployment
|
7 | |||
Section 7.4. Change in Payment Option
|
7 | |||
Section 7.5. Payments Subject to Golden Parachute Provisions
|
8 | |||
Section 7.6. Transfer to an Affiliated Company
|
8 | |||
Section 7.7. Unscheduled Withdrawals
|
8 | |||
|
||||
ARTICLE 8 - Beneficiary in the Event of Death
|
9 | |||
Section 8.1. Death After Commencement of Benefits
|
9 | |||
Section 8.2. Death Prior to Commencement of Benefits
|
9 | |||
Section 8.3. Beneficiary Designation
|
9 | |||
|
||||
ARTICLE 9 - Unfunded Plan
|
9 | |||
|
||||
ARTICLE 10 - Arbitration
|
10 | |||
|
||||
ARTICLE 11 - Amendment and Termination
|
11 | |||
|
||||
ARTICLE 12 - Miscellaneous
|
11 | |||
Section 12.1. Benefits Non-Assignable
|
11 | |||
Section 12.2. No Employment Rights
|
11 | |||
Section 12.3. Law Applicable
|
11 |
i
Section | Page | |||
Section 12.4. Legal Fees and Expenses
|
11 | |||
Section 12.5. Successors
|
11 | |||
Section 12.6. Savings Clause
|
11 | |||
Section 12.7. Gender, Number and Heading
|
12 | |||
|
||||
ARTICLE 13 - Change in Control Provisions
|
12 | |||
Section 13.1. General
|
12 | |||
Section 13.2. Transfer to Rabbi Trust
|
12 | |||
Section 13.3. Joint and Several Liability
|
12 | |||
Section 13.4. Dispute Procedures
|
12 | |||
Section 13.5. Definition of Change in Control
|
13 |
ii
2
3
4
5
6
7
8
9
10
11
12
13
DTE ENERGY COMPANY
|
||||
By: | /s/ Larry E. Steward | |||
Larry E. Steward | ||||
Vice President, Human Resources | ||||
14
PREAMBLE
|
1 | |||
|
||||
SECTION 1. TITLE, PURPOSE AND EFFECTIVE DATE
|
1 | |||
1.1. Title
|
1 | |||
1.2. Purpose
|
1 | |||
1.3. Effective Date
|
2 | |||
1.4 Compliance with Code Section 409A
|
2 | |||
|
||||
SECTION 2. DEFINITIONS
|
2 | |||
2.1 Post-2004 Account
|
2 | |||
2.2 Pre-2005 Account
|
2 | |||
|
||||
SECTION 3. ELIGIBILITY AND PARTICIPATION
|
3 | |||
3.1. Eligibility to Participate
|
3 | |||
3.2. Election to Participate
|
3 | |||
|
||||
SECTION 4. PARTICIPANTS ACCOUNTS
|
4 | |||
4.1. Establishment of Accounts
|
4 | |||
4.2. Credits and Debits to Participants Accounts
|
4 | |||
4.3. Election of Accounts
|
5 | |||
4.4. Change of Election for Accounts
|
5 | |||
4.5. Transfer Between Accounts
|
5 | |||
|
||||
SECTION 5. HARDSHIP WITHDRAWALS
|
5 | |||
|
||||
SECTION 6. PAYMENT OF BENEFITS
|
6 | |||
6.1. Form and Timing of Payment
|
6 | |||
6.2. Change In Payment Option
|
8 | |||
6.3. Revocation of Designation as Executive
|
9 | |||
6.4. Payments Subject to Golden Parachute Provisions
|
9 | |||
6.5. Transfer to an Affiliated Company
|
9 | |||
6.6. Unscheduled Withdrawals
|
10 | |||
|
||||
SECTION 7. SELECTION OF AND PAYMENTS TO A BENEFICIARY
|
10 | |||
7.1. Beneficiary Designation
|
10 | |||
7.2. Change in Beneficiary
|
10 | |||
7.3. Survivor Benefit
|
11 | |||
|
||||
SECTION 8. ADMINISTRATION
|
11 | |||
|
||||
SECTION 9. ADDITIONAL PROVISIONS AFFECTING BENEFITS
|
11 | |||
|
||||
SECTION 11. AMENDMENT, SUSPENSION, AND TERMINATION
|
11 | |||
10.1. Right to Amend or Terminate
|
11 |
i
10.2. Right to Suspend
|
11 | |||
10.3. Partial ERISA Exemption
|
11 | |||
|
||||
SECTION 12. MISCELLANEOUS
|
12 | |||
11.1. Unfunded Plan
|
12 | |||
11.2. No Right to Continued Employment
|
12 | |||
11.3. Prohibition Against Alienation
|
12 | |||
11.4. Savings Clause
|
12 | |||
11.5. Payment of Benefit of Incompetent
|
12 | |||
11.6. Spouses Interest
|
13 | |||
11.7. Successors
|
13 | |||
11.8. Gender, Number and Heading
|
13 | |||
11.9. Legal Fees and Expenses
|
13 | |||
11.10. Choice of Law
|
13 | |||
11.11. Affiliated Employees
|
13 | |||
11.12. Plan Document
|
13 | |||
|
||||
SECTION 13. ARBITRATION
|
14 | |||
12.1 Arbitration Process
|
14 | |||
12.2 Effect of Plan Termination
|
14 | |||
|
||||
SECTION 14. CHANGE IN CONTROL PROVISIONS
|
14 | |||
13.1. General
|
14 | |||
13.2. Transfer to Rabbi Trust
|
15 | |||
13.3. Lump Sum Payments
|
15 | |||
13.4. Joint and Several Liability
|
15 | |||
13.5. Dispute Procedures
|
15 | |||
13.6. Definition of Change in Control
|
15 |
ii
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
DTE Energy Company
|
||||
By: | /s/ Larry E. Steward | |||
Larry E. Steward | ||||
Vice President, Human Resources | ||||
17
Section | Page | |||
PREAMBLE
|
1 | |||
|
||||
SECTION 1. TITLE, PURPOSE AND EFFECTIVE DATE
|
1 | |||
1.01. Title
|
1 | |||
1.02. Purpose
|
1 | |||
1.03. Effective Date
|
2 | |||
1.04 Compliance with Code Section 409A
|
2 | |||
|
||||
SECTION 2. DEFINITIONS
|
2 | |||
2.01. Account
|
2 | |||
2.02. Affiliated Company
|
2 | |||
2.03. Annual Cash Bonus
|
2 | |||
2.04. Base Salary
|
2 | |||
2.05. Beneficiary
|
3 | |||
2.06. Board
|
3 | |||
2.07. Cash Balance Plan
|
3 | |||
2.08. Cash Compensation
|
3 | |||
2.09. Code
|
3 | |||
2.10. Committee
|
3 | |||
2.11. Company
|
3 | |||
2.12. Companys Accountants
|
3 | |||
2.13. Companys Actuaries
|
3 | |||
2.14. Contribution Subaccount
|
3 | |||
2.15. Deferral Election
|
4 | |||
2.16. Deferral Period
|
4 | |||
2.17. Deferral Year
|
4 | |||
2.18. Deferral Year Subaccount
|
4 | |||
2.19. DTE
|
4 | |||
2.20. DTE Stock
|
4 | |||
2.21. Eligible Employee
|
4 | |||
2.22. ERISA
|
4 | |||
2.23. Fair Market Value
|
4 | |||
2.24. FICA
|
4 | |||
2.25. Participant
|
4 | |||
2.26. Participating Affiliated Company
|
5 | |||
2.27. Pension Plan
|
5 | |||
2.28. Performance Share Award
|
5 | |||
2.29. Plan
|
5 | |||
2.30. Plan Year
|
5 | |||
2.30 A Post-2004 Subaccount
|
5 | |||
2.30 B Pre-2005 Subaccount
|
5 | |||
2.31. Prior Plan
|
5 |
i
Section | Page | |||
2.32. Qualified Plan
|
5 | |||
2.33. Savings Plan
|
5 | |||
2.34. SIP
|
5 | |||
2.35. Spouse
|
5 | |||
2.36. Subsidiary
|
6 | |||
|
||||
SECTION 3. ELIGIBILITY AND PARTICIPATION
|
6 | |||
3.01. Voluntary Participation by Eligible Employees
|
6 | |||
3.02. Mandatory Participation by Covered Employees
|
7 | |||
|
||||
SECTION 4. DEFERRALS AND CONTRIBUTIONS
|
7 | |||
4.01. Deferral of Performance Share Awards
|
7 | |||
4.03. Deferral of Annual Cash Bonus
|
7 | |||
4.04. Restoration of Qualified Plan Benefits
|
8 | |||
4.05. Mandatory Deferral
|
8 | |||
4.06. Deferral of Prior Plan Balances
|
8 | |||
|
||||
SECTION 5. ACCOUNTS AND EARNINGS
|
9 | |||
5.01. Establishment of Accounts
|
9 | |||
5.02. Contribution Subaccounts
|
9 | |||
5.03. Election of Investment Options
|
10 | |||
5.04. No Requirement to Fund
|
10 | |||
|
||||
SECTION 6. FORM AND TIMING OF PAYMENT
|
10 | |||
6.01. Distribution of Contribution Subaccount
|
10 | |||
6.02. Form of Distributions
|
12 | |||
6.03. Change In Distribution Option
|
13 | |||
6.04. Hardship Withdrawals
|
14 | |||
6.05. Unscheduled Withdrawals
|
14 | |||
6.06. Revocation of Designation as an Eligible Employee
|
15 | |||
6.07. Distribution of Performance-Based Compensation
|
15 | |||
|
||||
SECTION 7. SELECTION OF AND PAYMENTS TO A BENEFICIARY
|
15 | |||
7.01. Beneficiary Designation
|
15 | |||
7.02. Change in Beneficiary
|
15 | |||
7.03. Survivor Benefit
|
15 | |||
|
||||
SECTION 8. VESTING OF BENEFITS
|
15 | |||
|
||||
SECTION 9. TAX WITHHOLDING
|
16 | |||
|
||||
SECTION 10. ADMINISTRATION OF THE PLAN
|
16 | |||
10.01. Duties and Power
|
16 | |||
10.02. Benefit Statements
|
16 | |||
10.03. Right to Accelerate
|
16 |
ii
Section | Page | |||
SECTION 11. AMENDMENT, SUSPENSION, AND TERMINATION
|
17 | |||
11.01. Right to Amend or Terminate
|
17 | |||
11.02. Right to Suspend
|
17 | |||
11.03. Partial ERISA Exemption
|
17 | |||
|
||||
SECTION 12. MISCELLANEOUS
|
17 | |||
12.01. Unfunded Plan
|
17 | |||
12.02. No Right to Continued Employment
|
17 | |||
12.03. Prohibition Against Alienation
|
18 | |||
12.04. Savings Clause
|
18 | |||
12.05. Payment of Benefit of Incompetent
|
18 | |||
12.06. Spouses Interest
|
18 | |||
12.07. Successors
|
18 | |||
12.08. Gender, Number and Heading
|
18 | |||
12.09. Legal Fees and Expenses
|
18 | |||
12.10. Choice of Law
|
19 | |||
12.11. Affiliated Employees
|
19 | |||
12.12. Plan Document
|
19 | |||
|
||||
SECTION 13. ARBITRATION
|
19 | |||
|
||||
SECTION 14. CHANGE IN CONTROL PROVISIONS
|
20 | |||
14.01. General
|
20 | |||
14.02. Transfer to Rabbi Trust
|
20 | |||
14.03. Lump Sum Payments
|
21 | |||
14.04. Joint and Several Liability
|
21 | |||
14.05. Dispute Procedures
|
21 | |||
14.06. Definition of Change in Control
|
21 |
iii
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DTE Energy Company
|
||||
By: | /s/ Larry E. Steward | |||
Larry E. Steward | ||||
Vice President, Human Resources | ||||
23
- 1 -
- 2 -
- 3 -
- 4 -
(A) | Pre-2005 Subaccount . |
- 5 -
(B) | Post-2004 Subaccount : |
- 6 -
- 7 -
- 8 -
- 9 -
- 10 -
DTE ENERGY COMPANY
|
||||
By: | /s/Anthony F. Earley, Jr. | |||
Anthony F. Earley, Jr. | ||||
- 11 -
1
SECTION IV | ESTABLISHMENT AND ADMINISTRATION OF DEFERRED STOCK ACCOUNT |
2
(A) | Pre-2005 Subaccount : |
3
(B) | Post-2004 Subaccount : |
4
5
6
7
8
DTE Energy Company
|
||||
By: | /s/ Anthony F. Earley, Jr. | |||
Anthony F. Earley, Jr. | ||||
9
Twelve Months Ended December 31 | ||||||||||||||||||||
2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||
(Millions of Dollars) | ||||||||||||||||||||
Earnings:
|
||||||||||||||||||||
Pretax earnings
|
$ | 819 | $ | 1,155 | $ | 536 | $ | 415 | $ | 389 | ||||||||||
Adjustments
|
(3 | ) | (4 | ) | (4 | ) | 5 | 2 | ||||||||||||
Fixed charges
|
540 | 562 | 558 | 546 | 544 | |||||||||||||||
|
||||||||||||||||||||
Net earnings
|
$ | 1,356 | $ | 1,713 | $ | 1,090 | $ | 966 | $ | 935 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Fixed charges:
|
||||||||||||||||||||
Interest expense
|
$ | 503 | $ | 533 | $ | 525 | $ | 518 | $ | 516 | ||||||||||
Adjustments
|
37 | 29 | 33 | 28 | 28 | |||||||||||||||
|
||||||||||||||||||||
Fixed charges
|
$ | 540 | $ | 562 | $ | 558 | $ | 546 | $ | 544 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Ratio of earnings to fixed charges
|
2.51 | 3.05 | 1.95 | 1.77 | 1.72 | |||||||||||||||
|
Subsidiary | State of Incorporation | |
|
||
1. The Detroit Edison Company
|
Michigan | |
|
||
2. DTE Enterprises, Inc.
|
Michigan | |
|
||
3. DTE Energy Resources, Inc.
|
Michigan | |
|
||
4. Michigan Consolidated Gas Company
|
Michigan |
Registration | ||
Form | Number | |
|
||
Form S-3
|
333-99955 | |
Form S-3
|
333-109591 | |
Form S-3
|
333-136815-02 | |
Form S-4
|
333-89175 | |
Form S-8
|
333-61992 | |
Form S-8
|
333-62192 | |
Form S-8
|
333-00023 | |
Form S-8
|
333-47247 | |
Form S-8
|
333-109623 | |
Form S-8
|
333-133645 |
/S/ DELOITTE & TOUCHE LLP
Detroit, Michigan |
||
February 27, 2009
|
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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
/s/ ANTHONY F. EARLEY, JR.
|
Date: February 27, 2009 | |
|
||
Anthony F. Earley, Jr.
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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
/s/ DAVID E. MEADOR
|
Date: February 27, 2009 | |
|
||
David E. Meador
Executive 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 27, 2009 | /s/ ANTHONY F. EARLEY, JR. | |||
Anthony F. Earley, Jr. | ||||
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 27, 2009 | /s/ DAVID E. MEADOR | |||
David E. Meador | ||||
Executive Vice President and Chief Financial Officer of DTE Energy Company | ||||
DTE Energy Company | Confidential Information | |
20 TH Amendment Master Trust |
1
Moving | ||||
Column I | to... | Column II | ||
Fidelity Freedom Income Fund®
|
=> | T. Rowe Price Retirement Income Fund | ||
Fidelity Freedom 2000 Fund®
|
=> | T. Rowe Price Retirement 2005 Fund | ||
Fidelity Freedom 2010 Fund®
|
=> | T. Rowe Price Retirement 2010 Fund | ||
Fidelity Freedom 2020 Fund®
|
=> | T. Rowe Price Retirement 2020 Fund | ||
Fidelity Freedom 2030 Fund®
|
=> | T. Rowe Price Retirement 2030 Fund | ||
Fidelity Freedom 2040 Fund®
|
=> | T. Rowe Price Retirement 2040 Fund | ||
Western Asset Core Plus Bond Portfolio-FI
|
||||
Class (f/k/a/ Western Asset Core
|
||||
Portfolio-Institutional Class)
|
=> | Western Asset Core Plus Bond Portfolio | ||
Dodge & Cox Income Fund
|
=> | Western Asset Core Plus Bond Portfolio | ||
Goldman Sachs High Yield Fund
Institutional Class
|
=> | Western Asset Core Plus Bond Portfolio | ||
Wellington Trust Company Large Cap Value Fund
|
=> | Eaton Vance Large-Cap Value Fund Class I | ||
Fidelity Growth & Income Portfolio
|
=> | Fidelity Contrafund® | ||
Fidelity Magellan® Fund
|
=> | Fidelity Contrafund® | ||
Putnam Voyager Fund Class Y
|
=> | Fidelity Growth Company Fund | ||
Fidelity Blue Chip Growth Fund
|
=> | Fidelity Growth Company Fund | ||
Goldman Sachs Structured Small Cap Equity
|
||||
Fund Institutional Class (f/k/a Goldman
|
||||
Sachs CORE Small Cap Equity Fund
|
||||
Institutional Class)
|
=> |
Pyramis Small/Mid Cap Core Collective
Trust |
(1) | Effective December 21, 2001 , amending all references to the MichCon Savings and Stock Ownership Plan by replacing it with the MichCon Investment and Stock Ownership Plan. |
DTE Energy Company | Confidential Information | |
20TH Amendment Master Trust |
2
(2) | Amending Section 1, Definitions, to add the following: |
(r) | Group Trust |
(3) | Restating Section 5(g) Participation in the Collective Investment Funds Managed by the Trustee as follows: |
(g) | Participation in Collective Investment Funds Managed by the Trustee |
(4) | Amending Section 5(h), Outside Managed Collective Investment Funds , by restating as follows: |
(5) | Amend Section 5(i) (ii) Trustee Powers, by restating as follows: |
DTE Energy Company | Confidential Information | |
20 TH Amendment Master Trust |
3
(6) | Effective December 21, 2001 , amending the Phantom Fund investment options portion of Schedule A to add the following: |
| Fidelity Freedom Income Fund® | ||
| Fidelity Freedom 2000 Fund® | ||
| Fidelity Freedom 2010 Fund® | ||
| Fidelity Freedom 2020 Fund® | ||
| Fidelity Freedom 2030 Fund® |
(7) | Effective July 31, 2007 , amending the Investment Options portion of Schedules A and C to add the following: |
| Fidelity Retirement Money Market Portfolio (for the Detroit Edison Savings & Investment Plan for Employees Represented by Local 17 of the International Brotherhood of Electrical Workers, The Detroit Edison Savings & Investment Plan for Employees Represented by Local 223 of the Utility Workers Union of America and the MichCon Savings And Stock Ownership Plan) |
(8) | Effective close of business April 30, 2008 , amending the Investment Options portion of Schedules A and C to add the following: |
| T. Rowe Price Retirement Income Fund | ||
| T. Rowe Price Retirement 2005 Fund | ||
| T. Rowe Price Retirement 2010 Fund | ||
| T. Rowe Price Retirement 2020 Fund | ||
| T. Rowe Price Retirement 2030 Fund | ||
| T. Rowe Price Retirement 2040 Fund | ||
| T. Rowe Price Retirement 2050 Fund | ||
| Barclays Global Investors US Debt Index Fund | ||
| Barclays Global Wilshire 4500 Fund | ||
| Eaton Vance Large-Cap Value Fund Class I | ||
| WHG SMid Cap Fund Institutional | ||
| Pyramis Small/Mid Cap Core Collective Trust | ||
| Alliance Bernstein: Bernstein International Value Equity Fund | ||
| Julius Baer International Equity II Fund Class I | ||
| PIMCO All Asset Fund Institutional Class | ||
| Morgan Stanley Institutional Fund Trust: Mid Cap Growth Portfolio-Class I Shares | ||
| Western Asset Core Plus Bond Portfolio |
(9) | Effective close of business April 30, 2008 , amending the Investment Options portion of Schedules A and C by removing the following: |
| Fidelity Retirement Money Market Portfolio (for the Detroit Edison Savings & Investment Plan for Employees Represented by Local 17 of the International Brotherhood of Electrical Workers, The Detroit Edison Savings & Investment Plan for Employees Represented by Local 223 of the Utility Workers Union of America and the MichCon Savings And Stock Ownership Plan) |
DTE Energy Company | Confidential Information | |
20TH Amendment Master Trust |
4
| Morgan Stanley Institutional Fund Trust Mid Cap Growth Portfolio-Advisor Class Shares |
(10) | Effective close of business July 31, 2008 , amending the Fund Investment Options portion of Schedules A and C by removing the following: |
| Fidelity Freedom Income Fund | ||
| Fidelity Freedom 2000 Fund | ||
| Fidelity Freedom 2010 Fund | ||
| Fidelity Freedom 2020 Fund | ||
| Fidelity Freedom 2030 Fund | ||
| Fidelity Freedom 2040 Fund | ||
| Western Asset Core Bond PortfolioInstitutional Class | ||
| Dodge and Cox Income Fund | ||
| Goldman Sachs High Yield Fund Institutional Class | ||
| Wellington Trust Company Large Cap Value Fund | ||
| Fidelity Growth & Income Portfolio | ||
| Fidelity Magellan Fund | ||
| Putnam Voyager Fund Y Class | ||
| Fidelity Blue Chip Growth Fund | ||
| Goldman Sachs CORE Small Cap Equity Fund-Institutional Class |
(11) | Effective close of business April 30, 2008 , amending Schedule C to restate the last paragraph, as follows: |
(12) | Effective close of business April 30, 2008 , deleting Operating Procedures Agreement for Wellington Trust Schedule K: |
DTE ENERGY COMPANY | FIDELITY MANAGEMENT TRUST COMPANY | |||||||||
|
||||||||||
By:
|
/s/ Elizabeth Pochini | 4/29/2008 | By: | /s/ Carolyn Redder | 5/26/2008 | |||||
|
Authorized Signatory | Date | FMTC Authorized Signatory | Date |
DTE Energy Company | Confidential Information | |
20 TH Amendment Master Trust |
5