e10vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2007
Commission file number 1-11607
DTE ENERGY COMPANY
(Exact name of registrant as specified in its charter)
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Michigan
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38-3217752 |
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.) |
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2000 2nd Avenue, Detroit, Michigan
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48226-1279 |
(Address of principal executive offices)
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(Zip Code) |
313-235-4000
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered |
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Common Stock, without par value, with contingent
preferred stock purchase rights
7.8% Trust Preferred Securities *
7.50% Trust Originated Preferred Securities**
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New York Stock Exchange
New York Stock Exchange
New York Stock Exchange |
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* |
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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. |
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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. |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the
registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer þ |
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Accelerated filer o |
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Non-accelerated filer o
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Smaller Reporting Company o |
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
On June 29, 2007, the aggregate market value of the Registrants voting and non-voting common equity held by non-affiliates was approximately $8.2 billion (based on the
New York Stock Exchange closing price on such date). There were 163,229,692 shares of common stock outstanding at January 31, 2008.
Certain information in DTE Energy Companys definitive Proxy Statement for its 2008 Annual Meeting of Common Shareholders to be held May 15, 2008, which will be filed with the Securities
and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the end of the Registrants fiscal year covered by this report on Form 10-K, is incorporated herein by
reference to Part III (Items 10, 11, 12, 13 and 14) of this Form 10-K.
DTE Energy Company
Annual Report on Form 10-K
Year Ended December 31, 2007
TABLE OF CONTENTS
DEFINITIONS
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Company
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DTE Energy Company and any subsidiary companies |
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CTA
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Costs to achieve, consisting of project management, consultant support and employee severance, related to
the Performance Excellence Process |
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Customer Choice
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Statewide initiatives giving customers in Michigan the option to choose alternative suppliers for
electricity and gas. |
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Detroit Edison
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The Detroit Edison Company (a direct wholly owned subsidiary of DTE Energy Company) and subsidiary companies |
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DTE Energy
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DTE Energy Company, directly or indirectly the
parent of Detroit Edison, MichCon and numerous
non-utility subsidiaries |
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EPA
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United States Environmental Protection Agency |
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FASB
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Financial Accounting Standards Board |
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FERC
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Federal Energy Regulatory Commission |
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GCR
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A gas cost recovery mechanism authorized by the
MPSC, permitting MichCon to pass the cost of
natural gas to its customers. |
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ITC
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International Transmission Company (until
February 28, 2003, a wholly owned subsidiary of
DTE Energy Company) |
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MDEQ
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Michigan Department of Environmental Quality |
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MichCon
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Michigan Consolidated Gas Company (an indirect
wholly owned subsidiary of DTE Energy) and
subsidiary companies |
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MISO
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Midwest Independent System
Operator, a Regional
Transmission Organization |
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MPSC
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Michigan Public Service Commission |
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Non-utility
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An entity that is not a public utility. Its
conditions of service, prices of goods and
services and other operating related matters are
not directly regulated by the MPSC or the FERC. |
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NRC
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Nuclear Regulatory Commission |
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PSCR
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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. |
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Production tax credits
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Tax credits as authorized under Sections 45K and
45 of the Internal Revenue Code that are
designed to stimulate investment in and
development of alternate fuel sources. The
amount of a production tax credit can vary each
year as determined by the Internal Revenue
Service. |
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Proved Reserves
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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. |
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Securitization
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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. |
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SFAS
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Statement of Financial Accounting Standards |
1
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Stranded Costs
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Costs incurred by utilities in order to serve customers in a regulated environment that absent special
regulatory approval would not otherwise be recoverable if customers switch to alternative energy
suppliers. |
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Subsidiaries
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The direct and indirect subsidiaries of DTE Energy Company |
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Synfuels
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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. |
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Unconventional Gas
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Includes those oil and gas deposits that originated and are stored in coal bed, tight sandstone and shale formations. |
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Units of Measurement |
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Bcf
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Billion cubic feet of gas |
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Bcfe
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Conversion metric of natural gas,
the ratio of 6 Mcf of gas to 1 barrel of oil. |
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GWh
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Gigawatthour of electricity |
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kWh
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Kilowatthour of electricity |
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Mcf
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Thousand cubic feet of gas |
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MMcf
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Million cubic feet of gas |
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MW
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Megawatt of electricity |
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MWh
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Megawatthour of electricity |
2
Forward-Looking Statements
Certain information presented herein includes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements involve certain risks
and uncertainties that may cause actual future results to differ materially from those presently
contemplated, projected, estimated or budgeted. Many factors may impact forward-looking statements
including, but not limited to, the following:
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the higher price of oil and its impact on the value of production tax credits or the
potential requirement to refund proceeds received from synfuel partners; |
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the uncertainties of successful exploration of gas shale resources and inability to
estimate gas reserves with certainty; |
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the effects of weather and other natural phenomena on operations and sales to
customers, and purchases from suppliers; |
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economic climate and population growth or decline in the geographic areas where we do
business; |
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environmental issues, laws, regulations, and the cost of remediation and compliance,
including potential new federal and state requirements that could include carbon and more
stringent mercury emission controls, a renewable portfolio standard and energy efficiency
mandates; |
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nuclear regulations and operations associated with nuclear facilities; |
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impact of electric and gas utility restructuring in Michigan, including legislative
amendments and Customer Choice programs; |
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employee relations and the impact of collective bargaining agreements; |
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unplanned outages; |
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access to capital markets and capital market conditions and the results of other
financing efforts which can be affected by credit agency ratings; |
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the timing and extent of changes in interest rates; |
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the level of borrowings; |
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changes in the cost and availability of coal and other raw materials, purchased power
and natural gas; |
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effects of competition; |
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impact of regulation by the FERC, MPSC, NRC and other applicable governmental
proceedings and regulations, including any associated impact on rate structures; |
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contributions to earnings by non-utility subsidiaries; |
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changes in and application of federal, state and local tax laws and their
interpretations, including the Internal Revenue Code, regulations, rulings, court
proceedings and audits; |
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the ability to recover costs through rate increases; |
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the availability, cost, coverage and terms of insurance; |
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the cost of protecting assets against, or damage due to, terrorism; |
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changes in and application of accounting standards and financial reporting regulations; |
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changes in federal or state laws and their interpretation with respect to regulation,
energy policy and other business issues; |
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amounts of uncollectible accounts receivable; |
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binding arbitration, litigation and related appeals; |
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changes in the economic and financial viability of our suppliers, customers and trading
counterparties, and the continued ability of such parties to perform their obligations to
the Company; and |
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timing, terms and proceeds from any asset sale or monetization. |
New factors emerge from time to time. We cannot predict what factors may arise or how such factors
may cause our results to differ materially from those contained in any forward-looking statement.
Any forward-looking statements refer only as of the date on which such statements are made. We
undertake no obligation to update any forward-looking statement to reflect events or circumstances
after the date on which such statement is made or to reflect the occurrence of unanticipated
events.
4
Part I
Items 1. and 2. Business and Properties
General
In 1995, DTE Energy incorporated in the State of Michigan. Our utility operations consist primarily
of Detroit Edison and MichCon. We also have four non-utility segments that are engaged in a variety
of energy related businesses.
Detroit Edison is a Michigan corporation organized in 1903 and is a public utility subject to
regulation by the MPSC and the FERC. Detroit Edison is engaged in the generation, purchase,
distribution and sale of electricity to approximately 2.2 million customers in southeastern
Michigan.
MichCon is a Michigan corporation organized in 1898 and is a public utility subject to regulation
by the MPSC. MichCon is engaged in the purchase, storage, transmission, distribution and sale of
natural gas to approximately 1.3 million customers throughout Michigan.
Our four non-utility segments are involved in 1) coal transportation and marketing, gas pipelines
processing and storage; 2) unconventional gas project development and production; 3) power and
industrial projects; and 4) energy marketing and trading operations.
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy
statements, and all amendments to such reports are available free of charge through the Investor
Relations page of our website: www.dteenergy.com, as soon as reasonably practicable after they are
filed with or furnished to the Securities and Exchange Commission (SEC). Our previously filed
reports and statements are also available at the SECs website: www.sec.gov.
The Companys Code of Ethics and Standards of Behavior, Board of Directors Mission and Guidelines,
Board Committee Charters, and Categorical Standards of Director Independence are also posted on its
website. The information on the Companys website is not part of this or any other report that the
Company files with, or furnishes to, the SEC.
Additionally, the public may read and copy any materials the Company files with the SEC at the
SECs Public Reference Room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. The public may
obtain information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file electronically with the
SEC at www.sec.gov.
References in this Report to we, us, our, Company or DTE are to DTE Energy and its
subsidiaries, collectively.
Corporate Structure
Based on the following structure, we set strategic goals, allocate resources, and evaluate
performance. See Note 19 of the Notes to Consolidated Financial Statements in Item 8 of this Report
for financial information by segment for the last three years.
Electric Utility
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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. |
5
Gas Utility
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Consists of the gas distribution services provided by MichCon, a gas utility that
purchases, stores, transports and distributes natural gas throughout Michigan to
approximately 1.3 million residential, 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. |
Non-Utility Operations
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Coal and Gas Midstream, primarily consisting of coal transportation and marketing, and
gas pipelines, processing and storage; |
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Unconventional Gas Production, primarily consisting of unconventional gas project
development and production; |
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Power and Industrial Projects, primarily consisting of on-site energy services,
steel-related projects and power generation with services; and |
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Energy Trading, primarily consisting of energy marketing and trading operations. |
Corporate & Other, primarily consisting of corporate staff functions that are fully allocated to
the various segments based on services utilized. Additionally, Corporate & Other holds certain
non-utility debt and energy-related investments.
The Synthetic Fuel business had been shown as a non-utility segment through the third quarter of
2007. Due to the expiration of synfuel production tax credits at the end of 2007, the Synthetic
Fuel business ceased operations and has been classified as a discontinued operation as of December
31, 2007.
Refer to our Managements Discussion and Analysis in Item 7 of this Report for an in-depth analysis
of each segments financial results. A description of each business unit follows.
ELECTRIC UTILITY
Description
Our Electric Utility segment consists of Detroit Edison. Our generating plants are regulated by
numerous federal and state governmental agencies, including, but not limited to, the MPSC, the
FERC, the NRC, the EPA and the MDEQ. Electricity is generated from our several fossil plants, a
hydroelectric pumped storage plant and a nuclear plant, and is purchased from electricity
generators, suppliers and wholesalers.
6
The electricity we produce and purchase is sold to four major classes of customers: residential,
commercial, industrial, and wholesale, principally throughout Michigan.
Revenue by Service
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(in Millions) |
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2007 |
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2006 |
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2005 |
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Residential |
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$ |
1,739 |
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$ |
1,671 |
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$ |
1,517 |
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Commercial |
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1,723 |
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1,603 |
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1,331 |
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Industrial |
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854 |
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835 |
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697 |
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Wholesale |
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125 |
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109 |
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73 |
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Other |
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259 |
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350 |
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464 |
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Subtotal |
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4,700 |
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4,568 |
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4,082 |
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Interconnection sales (1) |
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200 |
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169 |
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380 |
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Total Revenue |
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$ |
4,900 |
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$ |
4,737 |
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$ |
4,462 |
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(1) |
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Represents power that is not distributed by Detroit Edison. |
Weather, economic factors, competition and electricity prices affect sales levels to customers.
Our peak load and highest total system sales generally occur during the third quarter of the year,
driven by air conditioning and other cooling-related demands.
We occasionally experience various types of storms that damage our electric distribution
infrastructure resulting in power outages. Restoration and other costs associated with
storm-related power outages can negatively impact earnings.
Our operations are not dependent upon a limited number of customers, and the loss of any one or a
few customers would not have a material adverse effect on Detroit Edison.
Fuel Supply and Purchased Power
Our power is generated from a variety of fuels and is supplemented with purchased power. We expect
to have an adequate supply of fuel and purchased power to meet our obligation to serve customers.
Our generating capability is heavily dependent upon the availability of coal. Coal is purchased
from various sources in different geographic areas under agreements that vary in both pricing and
terms. We expect to obtain the majority of our coal requirements through long-term contracts, with
the balance to be obtained through short-term agreements and spot purchases. We have four
long-term and eight short-term contracts for a total purchase of approximately 25.7 million tons of
low-sulfur western coal to be delivered from 2008 through 2010. We also have 12 contracts for the
purchase of approximately 10.3 million tons of Appalachian coal to be delivered from 2008 through
2010. All of these contracts have fixed prices. We have approximately 90% of our 2008 expected
coal requirements under contract. Given the geographic diversity of supply, we believe we can meet
our expected generation requirements. We lease a fleet of rail cars and have long-term
transportation contracts with companies to provide rail and vessel services for delivery of
purchased coal to our generating facilities.
Detroit Edison participates in the energy market through MISO. We offer our generation in the
market on a day-ahead and real-time basis and bid for power in the market to serve our load. We are
a net purchaser of power that supplements our generation capability to meet customer demand during
peak cycles.
7
Properties
Detroit Edison owns generating plants and facilities that are located in the State of Michigan.
Substantially all of our property is subject to the lien of a mortgage.
Generating plants owned and in service as of December 31, 2007 are as follows:
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Location by |
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Summer Net |
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Michigan |
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Rated Capability (1) (2) |
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Plant Name |
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County |
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(MW) |
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(%) |
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Year in Service |
Fossil-fueled Steam-Electric |
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Belle River (3) |
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St. Clair |
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1,026 |
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9.3 |
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1984 and 1985
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Conners Creek |
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Wayne |
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230 |
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2.1 |
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1951 |
Greenwood |
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St. Clair |
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785 |
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7.1 |
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1979 |
Harbor Beach |
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Huron |
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103 |
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0.9 |
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1968 |
Monroe (4) |
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Monroe |
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3,115 |
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28.3 |
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1971, 1973 and 1974
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River Rouge |
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Wayne |
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523 |
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4.8 |
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1957 and 1958
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St. Clair |
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St. Clair |
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1,368 |
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12.4 |
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1953, 1954, 1959, 1961 and 1969
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Trenton Channel |
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Wayne |
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730 |
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6.6 |
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1949 and 1968
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7,880 |
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71.5 |
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Oil or Gas-fueled Peaking Units |
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Various |
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1,101 |
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10.0 |
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1966-1971, 1981 and 1999
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Nuclear-fueled Steam-Electric
Fermi 2 (5) |
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Monroe |
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1,122 |
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10.2 |
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1988 |
Hydroelectric Pumped Storage
Ludington (6) |
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Mason |
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917 |
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8.3 |
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1973 |
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11,020 |
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100.0 |
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(1) |
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Summer net rated capabilities of generating plants in service are based on periodic load tests and are changed depending on operating experience, the physical
condition of units, environmental control limitations and customer requirements for steam, which otherwise would be used for electric generation. |
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(2) |
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Excludes one oil-fueled unit, St. Clair Unit No. 5 (250 MW), and one coal-fired unit, Marysville (84 MW), in cold standby status. |
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(3) |
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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. |
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(4) |
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The Monroe Power Plant provided 39% of Detroit Edisons total 2007 power plant generation. |
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(5) |
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Fermi 2 has a design electrical rating (net) of 1,150 MW. |
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(6) |
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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. |
Detroit Edison owns and operates 678 distribution substations with a capacity of approximately
33,376,000 kilovolt-amperes (kVA) and approximately 427,100 line transformers with a capacity of
approximately 26,280,000 kVA.
Circuit miles of distribution lines owned and in service as of December 31, 2007 are as follows:
Electric Distribution
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Circuit Miles |
Operating Voltage-Kilovolts (kV) |
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Overhead |
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Underground |
4.8 kV to 13.2 kV |
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28,202 |
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13,985 |
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24 kV |
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99 |
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690 |
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40 kV |
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2,324 |
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335 |
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120 kV |
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72 |
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13 |
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30,697 |
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15,023 |
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There are numerous interconnections that allow the interchange of electricity between Detroit
Edison and electricity providers external to our service area. These interconnections are
generally owned and operated by ITC Transmission and connect to neighboring energy companies.
8
Regulation
Detroit Edisons business is subject to the regulatory jurisdiction of various agencies, including,
but not limited to, the MPSC, the FERC and the NRC. The MPSC issues orders pertaining to rates,
recovery of certain costs, including the costs of generating facilities and regulatory assets,
conditions of service, accounting and operating-related matters. Detroit Edisons MPSC-approved
rates charged to customers have historically been designed to allow for the recovery of costs, plus
an authorized rate of return on our investments. The FERC regulates Detroit Edison with respect to
financing authorization and wholesale electric activities. The NRC has regulatory jurisdiction
over all phases of the operation, construction, licensing and decommissioning of Detroit Edisons
nuclear plant operations. We are subject to the requirements of other regulatory agencies with
respect to safety, the environment and health.
See Note 5 of the Notes to Consolidated Financial Statements in Item 8 of this Report.
Energy Assistance Programs
Energy assistance programs, funded by the federal government and the State of Michigan, remain
critical to Detroit Edisons ability to control its uncollectible accounts receivable and
collections expenses. Detroit Edisons uncollectible accounts receivable expense is directly
affected by the level of government-funded assistance its qualifying customers receive. We work
continuously with the State of Michigan and others to determine whether the share of funding
allocated to our customers is representative of the number of low-income individuals in our service
territory.
Strategy and Competition
We strive to be the preferred supplier of electrical generation in southeast Michigan. We can
accomplish this goal by working with our customers, communities and regulatory agencies to be a
reliable, low-cost supplier of electricity. To ensure generation reliability, we continue to invest
in our generating plants, which will improve both plant availability and operating efficiencies.
We also are making capital investments in areas that have a positive impact on reliability and
environmental compliance with the goal of high customer satisfaction.
Our distribution operations focus on improving reliability, restoration time and the quality of
customer service. We seek to lower our operating costs by improving operating efficiencies.
Revenues from year to year will vary due to weather conditions, economic factors, regulatory events
and other risk factors as discussed in the Risk Factors in Item 1A. of this Report.
The electric Customer Choice program in Michigan allows all of our electric customers to purchase
their electricity from alternative electric suppliers of generation services. Customers choosing to
purchase power from alternative electric suppliers represented approximately 4% of retail sales in
2007, 6% in 2006 and 12% of such sales in 2005. Customers participating in the electric Customer
Choice program consist primarily of industrial and commercial customers whose MPSC-authorized full
service rates exceed their cost of service. Customers who elect to purchase their electricity from
alternative electric suppliers by participating in the electric Customer Choice program have an
unfavorable effect on our financial performance. When market conditions are favorable, we sell
power into the wholesale market, in order to lower costs to full-service customers.
Competition in the regulated electric distribution business is primarily from the on-site
generation of industrial customers and from distributed generation applications by industrial and
commercial customers. We do not expect significant competition for distribution to any group of
customers in the near term.
9
GAS UTILITY
Description
Our Gas Utility segment consists of MichCon and Citizens.
Revenue is generated by providing the following major classes of service: gas sales, end user
transportation, intermediate transportation, and gas storage.
Revenue by Service
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Gas sales |
|
$ |
1,536 |
|
|
$ |
1,541 |
|
|
$ |
1,860 |
|
End user transportation |
|
|
140 |
|
|
|
135 |
|
|
|
134 |
|
Intermediate transportation |
|
|
59 |
|
|
|
69 |
|
|
|
58 |
|
Storage and other |
|
|
140 |
|
|
|
104 |
|
|
|
86 |
|
|
|
|
|
|
|
|
|
|
|
Total Revenue |
|
$ |
1,875 |
|
|
$ |
1,849 |
|
|
$ |
2,138 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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, providing appliance maintenance,
facility development and other energy-related services. |
Our gas sales, end user transportation and intermediate transportation volumes, revenues and net
income are impacted by weather. Given the seasonal nature of our business, revenues and net income
are concentrated in the first and fourth quarters of the calendar year. By the end of the first
quarter, the heating season is largely over, and we typically realize substantially reduced
revenues and earnings in the second quarter and losses in the third quarter.
Our operations are not dependent upon a limited number of customers, and the loss of any one or a
few customers would not have a material adverse effect on our Gas Utility segment.
Natural Gas Supply
Our gas distribution system has a planned maximum daily send-out capacity of 2.8 Bcf, with
approximately 72% of the volume coming from underground storage for 2007. Peak-use requirements
are met through utilization of our storage facilities, pipeline transportation capacity, and
purchased gas supplies. Because of our geographic diversity of supply and our pipeline
transportation and storage capacity, we are able to reliably meet our supply requirements. We
believe natural gas supply and pipeline capacity will be sufficiently available to meet market
demands in the foreseeable future.
10
We purchase natural gas supplies in the open market by contracting with producers and marketers,
and we maintain a diversified portfolio of natural gas supply contracts. Supplier, producing
region, quantity, and available transportation diversify our natural gas supply base. We obtain our
natural gas supply from various sources in different geographic areas (Gulf Coast, Mid-Continent,
Canada and Michigan) under agreements that vary in both pricing and terms. Gas supply pricing is
generally tied to NYMEX and published price indices to approximate current market prices.
Properties
We own distribution, transmission and storage properties that are located in the State of Michigan.
Our distribution system includes approximately 19,000 miles of distribution mains, approximately
1,193,000 service lines and approximately 1,316,000 active meters. We own approximately 2,400 miles
of transmission lines that deliver natural gas to the distribution districts and interconnect our
storage fields with the sources of supply and the market areas.
We own properties relating to four underground natural gas storage fields with an aggregate working
gas storage capacity of approximately 129 Bcf. These facilities are important in providing reliable
and cost-effective service to our customers. In addition, we sell storage services to third
parties. Most of our distribution and transmission property is located on property owned by others
and used by us through easements, permits or licenses. Substantially all of our property is subject
to the lien of a mortgage.
We are directly connected to interstate pipelines, providing access to most of the major natural
gas producing regions in the Gulf Coast, Mid-Continent and Canadian regions.
Our primary long-term transportation contracts are as follows:
|
|
|
|
|
|
|
|
|
|
|
Availability (MMcf/d) |
|
Contract expiration |
Panhandle Eastern Pipeline Company |
|
|
75 |
|
|
|
2009 |
|
Trunkline Gas Company |
|
|
10 |
|
|
|
2009 |
|
Viking Gas Transmission Company |
|
|
51 |
|
|
|
2010 |
|
TransCanada PipeLines Limited |
|
|
53 |
|
|
|
2010 |
|
Great Lakes Gas Transmission L.P. |
|
|
30 |
|
|
|
2011 |
|
ANR Pipeline Company |
|
|
245 |
|
|
|
2011 |
|
Vector Pipeline L.P. |
|
|
50 |
|
|
|
2012 |
|
We own 831 miles of transportation and gathering pipelines in the northern lower peninsula of
Michigan. We lease a portion of our pipeline system to the Vector Pipeline Partnership (an
affiliate) through a capital lease arrangement. See Note 14 of the Notes to Consolidated Financial
Statements in Item 8 of this Report.
Regulation
We are subject to the regulatory jurisdiction of the MPSC, which issues orders pertaining to rates,
recovery of certain costs, including the costs of regulatory assets, conditions of service,
accounting and other operating-related matters. We are subject to the requirements of other
regulatory agencies with respect to safety, the environment and health.
See Note 5 of the Notes to the Consolidated Financial Statements in Item 8 of this Report.
Energy Assistance Program
Energy assistance programs, funded by the federal government and the State of Michigan, remain
critical to MichCons ability to control its uncollectible accounts receivable and collections
expenses. MichCons uncollectible accounts receivable expense is directly affected by the level of
government-funded
11
assistance its qualifying customers receive. We work continuously with the State of Michigan and
others to determine whether the share of funding allocated to our customers is representative of
the number of low-income individuals in our service territory.
Strategy and Competition
Our strategy is to be the preferred provider of natural gas in Michigan. As a result of more
efficient furnaces and appliances, and customer conservation due to high natural gas prices, we
expect future sales volumes to remain at current levels or slightly decline. We continue to provide
energy-related services that capitalize on our expertise, capabilities and efficient systems. We
continue to focus on lowering our operating costs by improving operating efficiencies.
Competition in the gas business primarily involves other natural gas providers, as well as
providers of alternative fuels and energy sources. The primary focus of competition for end user
transportation is cost and reliability. Some large commercial and industrial customers have the
ability to switch to alternative fuel sources such as coal, electricity, oil and steam. If these
customers were to choose an alternative fuel source, they would not have a need for our end-user
transportation service. In addition, some of these customers could bypass our pipeline system and
have their gas delivered directly from an interstate pipeline. We compete against alternative fuel
sources by providing competitive pricing and reliable service, supported by our storage capacity.
Our extensive transmission pipeline system has enabled us to market 500 to 600 Bcf annually for
intermediate transportation services and storage services for Michigan gas producers, marketers,
distribution companies and other pipeline companies. We operate in a central geographic location
with connections to major Mid-western interstate pipelines that extend throughout the Midwest,
eastern United States and eastern Canada.
MichCons storage capacity is used to store natural gas for delivery to MichCons customers as well
as sold to third parties, under a variety of arrangements for periods up to 3 years. Prices for
storage arrangements for shorter periods are generally higher, but more volatile than for longer
periods. Prices are influenced primarily by market conditions and natural gas pricing.
NON-UTILITY OPERATIONS
Coal and Gas Midstream
Description
Coal and Gas Midstream primarily consists of the operations of Coal Transportation and Marketing
and the Pipelines, Processing and Storage businesses.
Coal Transportation and Marketing
Coal Transportation and Marketing provides fuel, transportation, storage, blending and rail
equipment management services. We specialize in minimizing fuel costs and maximizing reliability
of supply for energy-intensive customers. Our external customers include electric utilities,
merchant power producers, integrated steel mills and large industrial companies with significant
energy requirements. Additionally, we participate in coal marketing and trading and coal-to-power
tolling transactions, as well as the purchase and sale of emissions credits. We perform coal mine
methane extraction, in which we recover methane gas from mine voids for processing and delivery to
natural gas pipelines, industrial users, or for small power generation projects.
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
2007 |
|
2006 |
|
2005 |
Tons of Coal Shipped (1)
|
|
|
35 |
|
|
|
34 |
|
|
|
42 |
|
|
|
|
(1) |
|
Includes intercompany transactions of 19 million, 14 million, and 20 million tons in 2007,
2006, and 2005, respectively. |
12
Pipelines, Processing and Storage
The Pipelines, Processing and Storage business owns a partnership interest in two interstate
transmission pipelines, four carbon dioxide processing facilities, and two natural gas storage
fields. The pipeline and storage assets are primarily supported by stable, long-term, fixed-price
revenue contracts. We have a partnership interest in Vector Pipeline (Vector), an interstate
transmission pipeline, which connects Michigan to Chicago and Ontario. We have storage assets in
Michigan capable of storing up to 80 Bcf in natural gas storage fields located in Michigan. The
Washington 10 storage facility is a 66 Bcf high deliverability storage field having bi-directional
interconnections with Vector Pipeline and MichCon providing customers access to the Chicago,
Michigan and Ontario market centers.
Properties
The Pipelines, Processing and Storage business holds the following property:
|
|
|
|
|
|
|
Property Classification |
|
% Owned |
|
Description |
|
Location |
Pipelines |
|
|
|
|
|
|
Vector Pipeline |
|
40% |
|
348-mile pipeline with 1,200 MMcf per day capacity |
|
Midwest |
|
|
|
|
|
|
|
Millennium Pipeline
(under construction during 2008) |
|
26% |
|
182-mile pipeline with 525 MMcf per day capacity |
|
New York |
|
|
|
|
|
|
|
Processing Plants |
|
100% |
|
197 MMcf per day capacity |
|
Northern Michigan |
|
|
|
|
|
|
|
Storage |
|
|
|
|
|
|
Washington 28 |
|
50% |
|
14 Bcf of storage capacity |
|
Washington Twp, MI |
Washington 10 |
|
100% |
|
66 Bcf of storage capacity |
|
Washington Twp, MI |
The assets of these businesses are well integrated with other DTE Energy operations. Pursuant to
an operating agreement, MichCon provides physical operations, maintenance, and technical support
for the Washington 28 and Washington 10 storage facilities.
Strategy and Competition
Our Coal Transportation and Marketing business is one of the leading North American coal marketers.
We have a reputation as an efficient manager of transportation assets. Trends such as railroad and
mining consolidation and the lack of certainty in developing new mines by many mining firms could
have an impact on how we compete in the future. We will continue to work with suppliers and the
railroads to promote secure and competitive access to coal to meet the energy requirements of our
customers. A portion of our Coal Transportation and Marketing revenues and net income were
dependent upon our Synfuel operations that ceased at the end of 2007. We will seek to build our
capacity to transport greater amounts of western coal and we have expanded our coal storage and
blending capacity with the start of commercial operation of our coal terminal in Chicago in April
2007. Beyond 2008, we expect to continue to grow our Coal Transportation and Marketing business in
a manner consistent with, and complementary to, the growth of our other business segments.
Our Pipeline, Processing and Storage business expects to continue its steady growth plan. The
Pipelines, Processing and Storage business focuses on asset development opportunities in the
Midwest-to-Northeast region to supply natural gas to meet growing demand. We expect much of the
growth in the demand for natural gas in the U.S. to occur within the Mid-Atlantic and New England
regions. We forecast these regions will require incremental pipeline and gas storage infrastructure
necessary to deliver gas volumes to meet growing demand. Vector is an interstate pipeline that is
filling a large portion of that need, and is complemented by our Michigan storage facilities. In
April 2007, Washington 28 received MPSC approval to increase working gas storage capacity by over 6
Bcf to a total of 16 Bcf, which will be phased in over
13
the next two years. In June 2007, Washington 10 received MPSC approval to develop the Shelby 2
storage field which will increase the working gas storage capacity of Washington 10 over the next
two years by 8 Bcf to a total of 74 Bcf. In November 2007, Vector Pipeline placed into service its
200 MMcf per day Phase I capacity expansion which consisted of two additional compressor stations.
This expansion is fully subscribed by customers, under long-term, fixed-price contracts. In
addition, Vector Pipeline requested permission from the FERC in the fourth quarter of 2007 to build
one more compressor station and to expand the Vector Pipeline by approximately 100 MMcf/d to 1.3
Bcf/d, with a proposed in-service date of November 1, 2009. Pipeline, Processing and Storage has a
26 percent ownership interest in Millennium Pipeline that received FERC approval for construction
and operation in December 2006. Millennium Pipeline commenced construction in June 2007 and is
scheduled to be in service in late 2008. We plan to expand existing assets and develop new assets
that are typically supported with long-term customer commitments.
Unconventional Gas Production
Description
Our Unconventional Gas Production business is engaged in natural gas exploration, development and
production primarily within the Barnett shale in north Texas. On June 29, 2007, we sold our Antrim
shale gas exploration and production business in the northern lower peninsula of Michigan for gross
proceeds of $1.262 billion. On January 15, 2008, we sold a portion of our Barnett shale properties
for gross proceeds of approximately $250 million, subject to standard post-closing adjustments. The
properties in the 2008 sale include 186 Bcfe of proved and probable reserves on approximately
11,000 net acres in the core area of the Barnett shale.
In 2007, we added proved reserves of 48 Bcfe in the Barnett shale (15 Bcfe of which is classified
as held for sale), resulting in year-end total proved reserves of 219 Bcfe, of which 75 Bcfe were
sold in January 2008. The Barnett shale wells yielded 7.7 Bcfe of production in 2007. Barnett shale
leasehold acres increased to 63,541 gross acres (58,742 net of interest of others), after
adjustment for the January 2008 sale. We drilled a total of 54 wells (50 net of interest of others)
in the Barnett shale acreage with a success rate of 100% in 2007. Included were five test wells
(4.8 net of interest of others) in unproved areas of the southern and western portions of our
Barnett shale acreage holdings. While we do not expect further investment in the southern portion
of the Barnett shale, development of our Barnett western acreage is ongoing and will continue in
2008.
14
Properties
Unconventional Gas Production owns interests in the following producing wells and acreage as of
December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
2005 |
|
|
Gross |
|
Net (1) |
|
Gross |
|
Net (1) |
|
Gross |
|
Net (1) |
Producing Wells and Acreage
Producing Wells (2) (6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Barnett shale (3) |
|
|
120 |
|
|
|
120 |
|
|
|
83 |
|
|
|
83 |
|
|
|
47 |
|
|
|
47 |
|
Core shale held for sale |
|
|
53 |
|
|
|
33 |
|
|
|
41 |
|
|
|
27 |
|
|
|
18 |
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
173 |
|
|
|
153 |
|
|
|
124 |
|
|
|
110 |
|
|
|
65 |
|
|
|
55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developed Lease Acreage (4) (6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Barnett shale (3) |
|
|
9,922 |
|
|
|
9,880 |
|
|
|
10,759 |
|
|
|
10,693 |
|
|
|
13,018 |
|
|
|
13,018 |
|
Core shale held for sale |
|
|
7,379 |
|
|
|
4,987 |
|
|
|
5,679 |
|
|
|
3,977 |
|
|
|
2,506 |
|
|
|
1,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,301 |
|
|
|
14,867 |
|
|
|
16,438 |
|
|
|
14,670 |
|
|
|
15,524 |
|
|
|
14,367 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Undeveloped Lease Acreage (5) (6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Barnett shale (3) |
|
|
38,793 |
|
|
|
38,066 |
|
|
|
30,649 |
|
|
|
27,613 |
|
|
|
13,839 |
|
|
|
13,495 |
|
Core shale held for sale |
|
|
7,447 |
|
|
|
5,809 |
|
|
|
7,073 |
|
|
|
6,164 |
|
|
|
9,639 |
|
|
|
7,801 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46,240 |
|
|
|
43,875 |
|
|
|
37,722 |
|
|
|
33,777 |
|
|
|
23,478 |
|
|
|
21,296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 Core portion of Barnett shale classified as held for sale. |
|
(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. |
|
(6) |
|
Excludes sold and impaired properties in the southern expansion area of the Barnett
shale. |
Strategy and Competition
We manage and operate our Barnett shale gas properties to maximize returns on investment and
increase earnings with the overriding goal of optimizing the cost of producing reserves and adding
additional proved reserves.
Long-term fixed price obligation data for the next three years follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
2009 |
|
2010 |
Long-term fixed price obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Barnett |
|
|
|
|
|
|
|
|
|
|
|
|
Volume- Bcf |
|
|
2.3 |
|
|
|
2.0 |
|
|
|
1.2 |
|
Price- $/Mcf |
|
$ |
7.70 |
|
|
$ |
7.42 |
|
|
$ |
7.16 |
|
We plan to retain our holdings in the Western portion of the Barnett shale and anticipate
significant opportunities to develop our current position while accumulating additional acreage in
and around our existing assets.
Current natural gas prices and successes within the Barnett shale are resulting in additional
capital being invested into the area. The competition for goods and services may result in
increased operating costs. However, our experienced Barnett shale personnel provide an advantage in
addressing potential cost increases. We invested approximately $140 million in the Barnett shale in
2007.
15
In 2008, we expect to drill approximately 30 to 40 wells in the Barnett shale. Investment for the
area is expected to be approximately $90 million to $100 million during 2008. Successful testing on
unproved acreage may yield additional significant investment opportunities.
Power and Industrial Projects
Description
Power and Industrial Projects is comprised primarily of projects that deliver utility-type services
to industrial, commercial and institutional customers, and biomass energy projects. This segment
provides utility-type services using project assets usually located on the customers premises in
the steel, automotive, pulp and paper, airport and other industries. These services include
pulverized coal and petroleum coke supply, power generation, steam production, chilled water
production, wastewater treatment and compressed air supply. At December 31, 2007, this segment
owned and operated one gas-fired peaking electric generating plant and a biomass-fired electric
generating plant and operated one coal-fired power plant under contract. This segment develops,
owns and operates landfill gas recovery systems throughout the United States. In addition, this
segment produces metallurgical coke from two coke batteries. The production of coke from these
coke batteries generates production tax credits.
We expect to sell a 50 percent interest in a portfolio of select Power and Industrial Projects. In
addition to the proceeds that the Company will receive from the sale of the 50 percent equity
interest, the company that will own the Projects will obtain debt financing and the proceeds will
be distributed to DTE Energy immediately prior to the sale of the equity interest. The total gross
proceeds the Company will receive are expected to approximate $650 million. The Company expects to
complete the transaction in the first half of 2008. This timing, however, is highly dependent on
availability of acceptable financing terms in the credit markets. As a result, the Company cannot
predict the timing with certainty. The Company expects to recognize a gain upon completion of the
transaction. In conjunction with the sale, the Company will enter into a management services
agreement to manage the day-to-day operations of the Projects and to act as the managing member of
the company that owns the Projects. We plan to account for our 50 percent ownership interest in the
company that will own the portfolio of projects using the equity method. See Note 3 of the Notes to
Consolidated Financial Statements in Item 8 of this Report.
In July 2007, we sold Georgetown, an 80 MW natural gas-fired peaking electric generating plant for
approximately $23 million, which approximated our carrying value. In October 2007, we sold our 50
percent interest in Crete, a 320 MW natural gas-fired peaking electric generating plant for
approximately $37 million, and recognized a pre-tax gain of approximately $8 million ($5 million
after-tax). See Note 3 of the Notes to Consolidated Financial Statements in Item 8 of this Report.
16
Properties
The following are significant Power and Industrial Projects:
|
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Facility |
|
Location |
% Owned |
Service Type |
|
Steel |
|
|
|
|
|
|
|
|
|
|
|
|
DTE PCI Enterprises
Company
|
|
River Rouge, MI
|
|
|
100 |
% |
|
|
(1 |
) |
|
Pulverized Coal |
DTE Sparrows Point
|
|
Sparrows Point, MD
|
|
|
100 |
% |
|
|
(1 |
) |
|
Pulverized Coal |
EES Coke Battery,
LLC
|
|
River Rouge, MI
|
|
|
100 |
% |
|
|
(1 |
) |
|
Metallurgical Coke Supply |
Indiana Harbor Coke
Co., LP
|
|
East Chicago, IN
|
|
|
5 |
% |
|
|
(1 |
) |
|
Metallurgical Coke Supply |
|
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Automotive |
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DTE Energy Center
|
|
Various sites in MI, IN, OH
|
|
|
50 |
% |
|
|
|
|
|
Electric Distribution, Chilled Water, Waste Water, Compressed Air, Mist and Dust Collectors |
DTE Northwind
|
|
Detroit, MI
|
|
|
100 |
% |
|
|
(1 |
) |
|
Steam and Chilled Water |
DTE Moraine
|
|
Moraine, OH
|
|
|
100 |
% |
|
|
(1 |
) |
|
Compressed Air |
DTE Tonawanda
|
|
Tonawanda, NY
|
|
|
100 |
% |
|
|
(1 |
) |
|
Chilled and Waste Water |
DTE Defiance
|
|
Defiance, OH
|
|
|
100 |
% |
|
|
(1 |
) |
|
Steam, Cooling Tower Water, Chilled Water, Compressed Air |
DTE Heritage
|
|
Dearborn, MI
|
|
|
100 |
% |
|
|
(1 |
) |
|
Electric Distribution |
DTE Dearborn
|
|
Dearborn, MI
|
|
|
100 |
% |
|
|
|
|
|
Steam, Chilled Water, Compressed Air, Waste Water |
DTE Pontiac North
|
|
Pontiac, MI
|
|
|
100 |
% |
|
|
(1 |
) |
|
Electric Generation and Steam |
DTE Lordstown
|
|
Lordstown, OH
|
|
|
100 |
% |
|
|
(1 |
) |
|
Steam, Chilled Water, Compressed Air and Reverse Osmosis Water |
|
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|
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|
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|
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Pulp and Paper |
|
|
|
|
|
|
|
|
|
|
|
|
Mobile Energy
Services
|
|
Mobile, AL
|
|
|
50 |
% |
|
|
|
|
|
Electric Generation and Steam |
|
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Airport |
|
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|
Metro Energy
|
|
Romulus, MI
|
|
|
100 |
% |
|
|
(1 |
) |
|
Electricity, Hot and Chilled Water |
DTE Pittsburgh
|
|
Pittsburgh, PA
|
|
|
100 |
% |
|
|
(1 |
) |
|
Hot and Chilled Water |
|
|
|
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|
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|
|
Other Industries |
|
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DTE PetCoke
|
|
Vicksburg, MS
|
|
|
100 |
% |
|
|
|
|
|
Pulverized Petroleum Coke |
|
|
|
(1) |
|
Classified as held for sale at December 31, 2007. |
Pursuant to an operating agreement with DTE PCI Enterprises Company, Detroit Edison provides
operations and maintenance services for the pulverized coal facility located at Detroit Edisons
River Rouge power plant.
Production tax credits related to one coke battery that expired in 2002 were reinstated for the
years 2006 through 2009. The coke battery facilities produce coke that is used in blast furnaces
within the steel industry.
|
|
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|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Production Tax Credits Generated |
|
|
|
|
|
|
|
|
|
|
|
|
Allocated to DTE Energy |
|
$ |
5 |
|
|
$ |
6 |
|
|
$ |
2 |
|
|
|
|
|
|
|
|
|
|
|
17
Non-Utility Power Generation
The following are significant properties operated by Non-Utility Power Generation:
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|
Capacity |
Facility (1) |
|
Location |
|
% Owned |
|
(in MW) |
| | | |
DTE East China |
|
East China Twp, MI |
|
|
100 |
% |
|
|
320 |
|
Woodland Biomass |
|
Woodland, CA |
|
|
99 |
% |
|
|
25 |
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
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|
345 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Excludes DTE River Rouge (240 MW), no longer in service effective
September 2006. |
Production tax credits are available at one Non-Utility Power Generation facility. The facility
produces electricity using renewable resources.
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Production Tax Credits Generated |
|
|
|
|
|
|
|
|
|
|
|
|
Allocated to DTE Energy |
|
$ |
2 |
|
|
$ |
1 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
Landfill Gas Recovery
We develop, own and operate landfill gas recovery systems in the U.S. Landfill gas, a byproduct of
solid waste decomposition, is composed of approximately equal portions of methane and carbon
dioxide. We develop landfill gas recovery systems that capture the gas and provide local utilities,
industry and consumers with an opportunity to use a competitive, renewable source of energy, in
addition to providing environmental benefits by reducing greenhouse gas emissions. We also co-own,
with the Coal Transportation and Marketing segment, a coal mine methane gathering system and gas
processing facility in southern Illinois. This processed methane is sold into the natural gas
transmission system. Many of our facilities generated production tax credits that expired at the
end of 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Millions) |
|
2007 |
|
2006 |
|
2005 |
Landfill Sites |
|
|
28 |
|
|
|
26 |
|
|
|
32 |
|
Gas Produced (in Bcf) |
|
|
23.5 |
|
|
|
22.9 |
|
|
|
20.2 |
|
Tax Credits Generated (1) |
|
$ |
3 |
|
|
$ |
5 |
|
|
$ |
8 |
|
|
|
|
(1) |
|
DTE Energys portion of tax credits generated. |
Strategy and Competition
Power and Industrial Projects will continue leveraging its extensive energy-related operating
experience and project management capability to develop and grow our on-site energy business. We
also will continue to pursue opportunities to provide asset management and operations services to
third parties.
We anticipate building around our core strengths in the markets where we operate. In determining
the markets in which to compete, we examine closely the regulatory and competitive environment, the
number of competitors and our ability to achieve sustainable margins. We plan to maximize the
effectiveness of our inter-related businesses as we expand from our current regional focus. As we
pursue growth opportunities, our first priority will be to achieve value-added returns.
We intend to focus on the following areas for growth:
|
|
|
Providing operating services to owners of industrial and power plants; |
|
|
|
|
Acquiring and developing solid fuel-fired power plants and landfill gas recovery
facilities; and |
|
|
|
|
Expanding energy projects. |
18
Energy Trading
Description
Energy Trading focuses on physical power and gas marketing and trading, structured transactions,
enhancement of returns from DTE Energys asset portfolio, the optimization of contracted natural
gas pipelines and storage, and power transmission and generating capacity positions. Our customer
base is predominantly utilities, local distribution companies, pipelines, and other marketing and
trading companies. We enter into derivative financial instruments as part of our marketing and
hedging activities. Most of the derivative financial instruments are accounted for under the
mark-to-market method, which results in earnings recognition of unrealized gains and losses from
changes in the fair value of the derivatives. We utilize forwards, futures, swaps and option
contracts to mitigate risk associated with our marketing and trading activity as well as for
proprietary trading within defined risk guidelines. Energy Trading also provides commodity risk
management services to the other businesses within DTE Energy.
Significant portions of the electric and gas marketing and trading portfolio are economically
hedged. The portfolio includes financial instruments and gas inventory, as well as contracted
natural gas pipelines and storage and power generation capacity positions. Most financial
instruments are deemed derivatives, whereas the gas inventory, power transmission, pipelines and
storage assets are not derivatives. As a result, this segment may experience earnings volatility as
derivatives are marked-to-market without revaluing the underlying non-derivative contracts and
assets. This results in gains and losses that are recognized in different accounting periods. We
may incur mark-to-market accounting gains or losses in one period that could reverse in subsequent
periods.
Strategy and Competition
Our strategy for our trading business is to deliver value-added services to our customers. We
seek to manage this business in a manner consistent with and complementary to the growth of our
other business segments. We focus on physical marketing and the optimization of our portfolio of
energy assets. We compete with electric and gas marketers, traders, utilities and other energy
providers. We have risk management and credit processes to monitor and mitigate risk.
CORPORATE & OTHER
Description
Corporate & Other includes various corporate staff functions. Because these functions support the
entire Company, their costs are fully allocated to the various segments based on services utilized.
Therefore, the effect of the allocation on each segment can vary from year to year. Additionally,
Corporate & Other holds certain non-utility debt and energy-related investments.
Strategy and Competition
Our energy-related investment strategy is to create a profitable portfolio by investing in
companies or funds that facilitate the creation of new businesses, expand growth opportunities for
existing businesses or enable performance improvements in our existing businesses.
19
DISCONTINUED OPERATIONS
Synthetic Fuel
Description
The Synthetic Fuel business was presented as a non-utility segment through the third quarter of
2007. Due to the expiration of synfuel production tax credits at the end of 2007, the Synthetic
Fuel business ceased operations and has been classified as a discontinued operation as of December
31, 2007. Synfuel plants chemically changed coal and waste coal into a synthetic fuel as determined
under the Internal Revenue Code. Production tax credits were provided for the production and sale
of solid synthetic fuel produced from coal and were available through December 31, 2007. To
optimize income and cash flow from the synfuel operations, we had sold interests in all nine of the
facilities, representing 91% of the total production capacity as of December 31, 2007. The
synthetic fuel plants generated operating losses that were substantially offset by production tax
credits.
The value of a production tax credit is adjusted annually by an inflation factor and published
annually by the Internal Revenue Service (IRS). The value is reduced if the Reference Price of a
barrel of oil exceeds certain thresholds. The actual tax credit phase-out for 2007 will not be
certain until the Reference Price is published by the IRS in April 2008.
Since 2002, we have sold interests in all nine of our synfuel plants, ranging from a 49%-99% share
in each, or approximately 91% of our total production capacity. We consolidated these projects due
to our controlling influence and continuing involvement.
|
|
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|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Production Tax Credits Generated |
|
|
|
|
|
|
|
|
|
|
|
|
Allocated to DTE Energy |
|
$ |
21 |
|
|
$ |
23 |
|
|
$ |
45 |
|
Allocated to partners |
|
|
186 |
|
|
|
260 |
|
|
|
562 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
207 |
|
|
$ |
283 |
|
|
$ |
607 |
|
|
|
|
|
|
|
|
|
|
|
Properties
The following were our synthetic fuels projects:
|
|
|
|
|
|
|
|
|
Facility |
|
Location |
|
% Owned |
|
Industry Served |
| | | |
DTE Red Mountain, LLC
|
|
Tarrant, AL
|
|
|
51 |
% |
|
Foundry Coke/Steel |
DTE Belews Creek, LLC
|
|
Belews Creek, NC
|
|
|
1 |
% |
|
Utility |
DTE Utah Synfuels, LLC
|
|
Price, UT
|
|
|
1 |
% |
|
Industrial/Utility |
DTE Indy Coke, LLC
|
|
Moundsville, WV
|
|
|
1 |
% |
|
Utility |
DTE Clover, LLC
|
|
Bledsoe, KY
|
|
|
5 |
% |
|
Utility |
DTE Smith Branch, LLC
|
|
Pineville, WV
|
|
|
1 |
% |
|
Steel/Export |
DTE River Hill, LLC
|
|
Clover, VA
|
|
|
51 |
% |
|
Utility |
DTE Buckeye, LLC (2
plants)
|
|
Cheshire, OH
|
|
|
1 |
% |
|
Utility |
20
ENVIRONMENTAL MATTERS
We are subject to extensive environmental regulation. Additional costs may result as the effects
of various substances on the environment are studied and governmental regulations are developed and
implemented. We expect to continue recovering environmental costs related to utility operations
through rates charged to our customers. The following table summarizes our estimated significant
future environmental expenditures based upon current regulations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
Electric |
|
|
Gas |
|
|
Non- Utility |
|
|
Total |
|
Air |
|
$ |
2,441 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
2,441 |
|
Water |
|
|
55 |
|
|
|
|
|
|
|
15 |
|
|
|
70 |
|
MGP Sites |
|
|
4 |
|
|
|
40 |
|
|
|
|
|
|
|
44 |
|
Other Clean Up Sites |
|
|
11 |
|
|
|
2 |
|
|
|
|
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated total future
expenditures through 2018 |
|
$ |
2,511 |
|
|
$ |
42 |
|
|
$ |
15 |
|
|
$ |
2,568 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated 2008 expenditures |
|
$ |
288 |
|
|
$ |
6 |
|
|
$ |
11 |
|
|
$ |
305 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Air - Detroit Edison is subject to the EPA ozone transport and acid rain regulations that limit
power plant emissions of sulfur dioxide and nitrogen oxides. In March 2005, EPA issued additional
emission reduction regulations relating to ozone, fine particulate, regional haze and mercury air
pollution. The new rules will lead to additional controls on fossil-fueled power plants to reduce
nitrogen oxide, sulfur dioxide and mercury emissions. The cost to address environmental air issues
is estimated through 2018.
Water - In response to an EPA regulation, Detroit Edison is required to examine alternatives for
reducing the environmental impacts of the cooling water intake structures at several of its
facilities. Based on the results of studies to be conducted over the next several years, Detroit
Edison may be required to perform some mitigation activities, including the possible installation
of additional control technologies to reduce the environmental impact of the intake structures.
However, a recent court decision remanded back to the EPA several provisions of the federal
regulation, resulting in a delay in complying with the regulation.
Manufactured Gas Plant (MGP) Sites - Prior to the construction of major interstate natural gas
pipelines, gas for heating and other uses was manufactured locally from processes involving coal,
coke or oil. The facilities, which produced gas for heating and other uses, have been designated as
MGP sites. Gas Utility owns, or previously owned, fifteen such former MGP sites. In addition to
the MGP sites, we are also in the process of cleaning up other contaminated sites. As a result of
these determinations, we have recorded liabilities related to these sites. Cleanup activities
associated with these sites will be conducted over the next several years.
Detroit Edison conducted remedial investigations at contaminated sites, including three MGP sites,
the area surrounding an ash landfill and several underground and aboveground storage tank
locations. The findings of these investigations indicated that the estimated cost to remediate
these sites is expected to be incurred over the next several years. In addition, Detroit Edison
will be making capital improvements to the ash landfill in 2008.
Non-utility Our non-utility affiliates are subject to a number of environmental laws and
regulations dealing with the protection of the environment from various pollutants. We are in the
process of installing new environmental equipment at our coke battery facility in Michigan. We
expect the project to be completed within two years. Our non-utility affiliates are substantially
in compliance with all environmental requirements.
21
Global Climate Change Proposals for voluntary initiatives and mandatory controls are being
discussed in the United States to reduce greenhouse gases such as carbon dioxide, a by-product of
burning fossil fuels. There may be legislative action to address the issue of changes in climate
that may result from the build up of greenhouse gases, including carbon dioxide, in the atmosphere.
We cannot predict the impact any legislative or regulatory action may have on our operations and
financial position.
Greater details on environmental issues are provided in Notes 5 and 16 of the Notes to Consolidated
Financial Statements in Item 8 of this Report.
EMPLOYEES
The following table shows our employees as of December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Represented |
|
Non-represented |
|
Total |
Detroit Edison |
|
|
2,847 |
|
|
|
1,827 |
|
|
|
4,674 |
|
DTE Energy Corporate Services, LLC |
|
|
1,064 |
|
|
|
1,921 |
|
|
|
2,985 |
|
MichCon |
|
|
1,026 |
|
|
|
377 |
|
|
|
1,403 |
|
Other |
|
|
311 |
|
|
|
889 |
|
|
|
1,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
5,248 |
|
|
|
5,014 |
|
|
|
10,262 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There are several bargaining units for our represented employees. In October 2007, a new three-year
agreement was ratified by approximately 950 employees in our gas operations. In December 2007, a
new three-year agreement was ratified by approximately 3,100 employees in our electric operations
and corporate services. The contracts of the remaining represented employees expire at various
dates in 2008 and 2009.
EXECUTIVE OFFICERS OF DTE ENERGY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Present |
|
|
|
|
|
|
Position |
Name |
|
Age (1) |
|
Present Position |
|
Held Since |
| | | |
Anthony F. Earley, Jr. |
|
58 |
|
Chairman of the Board and Chief Executive Officer |
|
|
8-1-98 |
|
Gerard M. Anderson |
|
49 |
|
Chief Operating Officer and |
|
|
10-31-05 |
|
|
|
|
|
President |
|
|
6-23-04 |
|
Robert J. Buckler |
|
58 |
|
President and Chief Operating Officer, Detroit Edison |
|
|
10-31-05 |
|
|
|
|
|
Group President, DTE Energy |
|
|
5-31-05 |
|
David E. Meador |
|
50 |
|
Executive Vice President and Chief Financial Officer |
|
|
6-23-04 |
|
Lynne Ellyn |
|
56 |
|
Senior Vice President and Chief Information Officer |
|
|
12-31-01 |
|
Paul C. Hillegonds |
|
58 |
|
Senior Vice President |
|
|
5-16-05 |
|
Ron A. May |
|
56 |
|
Senior Vice President |
|
|
1-22-04 |
|
Bruce D. Peterson |
|
51 |
|
Senior Vice President and General Counsel |
|
|
6-25-02 |
|
Gerardo Norcia
|
|
45 |
|
President and Chief Operating Officer, MichCon and Group President, DTE Energy |
|
|
6-28-07 |
|
Larry E. Steward |
|
55 |
|
Vice President |
|
|
1-15-01 |
|
Peter B. Oleksiak |
|
41 |
|
Vice President and Controller |
|
|
2-07-07 |
|
Sandra K. Ennis |
|
51 |
|
Corporate Secretary |
|
|
8-4-05 |
|
|
|
|
(1) |
|
As of December 31, 2007 |
22
Under our Bylaws, the officers of DTE Energy are elected annually by the Board of Directors at a
meeting held for such purpose, each to serve until the next annual meeting of directors or until
their respective successors are chosen and qualified. With the exception of Mr. Hillegonds, all of
the above officers have been employed by DTE Energy in one or more management capacities during the
past five years.
Paul C. Hillegonds was elected Senior Vice President effective May 16, 2005. Mr. Hillegonds was
president of Detroit Renaissance for eight years prior to joining DTE Energy.
Pursuant to Article VI of our Articles of Incorporation, directors of DTE Energy will not be
personally liable to us or our shareholders in the performance of their duties to the full extent
permitted by law.
Article VII of our Articles of Incorporation provides that each current or former director or
officer of DTE Energy, or each current and former employee or agent of the Company or a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise (including the heirs, executors, administrators or estate of such person), shall be
indemnified by us to the full extent permitted by the Michigan Business Corporation Act or any
other applicable laws as presently or hereafter in effect. In addition, we have entered into
indemnification agreements with all of our officers and directors; these agreements set forth
procedures for claims for indemnification as well as contractually obligating us to provide
indemnification to the maximum extent permitted by law.
We and our directors and officers in their capacities as such are insured against liability for
alleged wrongful acts (to the extent defined) under eight insurance policies providing aggregate
coverage in the amount of $185 million.
23
Item 1A. Risk Factors
There are various risks associated with the operations of DTE Energys utility and non-utility
businesses. To provide a framework to understand the operating environment of DTE Energy, we are
providing a brief explanation of the more significant risks associated with our businesses.
Although we have tried to identify and discuss key risk factors, others could emerge in the future.
Each of the following risks could affect our performance.
We are subject to rate regulation. Electric and gas rates for our utilities are set by the MPSC and
the FERC and cannot be increased without regulatory authorization. We may be negatively impacted by
new regulations or interpretations by the MPSC, the FERC or other regulatory bodies. Our ability to
recover costs may be impacted by the time lag between the incurrence of costs and the recovery of
the costs in customers rates. New legislation, regulations or interpretations could change how our
business operates, impact our ability to recover costs through rate increases or require us to
incur additional expenses.
Michigans electric Customer Choice program could negatively impact our financial performance. The
electric Customer Choice program, as originally contemplated in Michigan, anticipated an eventual
transition to a totally deregulated and competitive environment where customers would be charged
market-based rates for their electricity. The State of Michigan currently experiences a hybrid
market, where the MPSC continues to regulate electric rates for our customers, while alternative
electric suppliers charge market-based rates. In addition, such regulated electric rates for
certain groups of our customers exceed the cost of service to those customers. Due to distorted
pricing mechanisms during the initial implementation period of electric Customer Choice, many
commercial customers chose alternative electric suppliers. Recent MPSC rate orders have removed
some of the pricing disparity. Recent higher wholesale electric prices have also resulted in some
former electric Customer Choice customers migrating back to Detroit Edison for electric generation
service. Even with the electric Customer Choice-related rate relief received in Detroit Edisons
2004 and 2005 orders, there continues to be considerable financial risk associated with the
electric Customer Choice program. Electric Customer Choice migration is sensitive to market price
and bundled electric service price increases. The hybrid market in Michigan also causes uncertainty
as it relates to investment in new generating capacity.
Weather significantly affects operations. Deviations from normal hot and cold weather conditions
affect our earnings and cash flow. Mild temperatures can result in decreased utilization of our
assets, lowering income and cash flow. Ice storms, tornadoes, or high winds can damage the
distribution system infrastructure and require us to perform emergency repairs and incur material
unplanned expenses. The expenses of storm restoration efforts may not be recoverable through the
regulatory process.
Operation of a nuclear facility subjects us to risk. Ownership of an operating nuclear generating
plant subjects us to significant additional risks. These risks include, among others, plant
security, environmental regulation and remediation, and operational factors that can significantly
impact the performance and cost of operating a nuclear facility. While we maintain insurance for
various nuclear-related risks, there can be no assurances that such insurance will be sufficient to
cover our costs in the event of an accident or business interruption at our nuclear generating
plant, which may affect our financial performance.
The supply and price of fuel and other commodities may impact our financial results. We are
dependent on coal for much of our electrical generating capacity. Price fluctuations and fuel
supply disruptions could have a negative impact on our ability to profitably generate electricity.
Our access to natural gas supplies is critical to ensure reliability of service for our utility gas
customers. We have hedging strategies in place to mitigate negative fluctuations in commodity
supply prices, but there can be no assurances that our financial performance will not be negatively
impacted by price fluctuations. The price of natural gas also impacts the market for our
non-utility businesses that compete with utilities and alternative electric suppliers.
24
Unplanned power plant outages may be costly. Unforeseen maintenance may be required to safely
produce electricity or comply with environmental regulations. As a result of unforeseen
maintenance, we may be required to make spot market purchases of electricity that exceed our costs
of generation. Our financial performance may be negatively affected if we are unable to recover
such increased costs.
Regional and national economic conditions can have an unfavorable impact on us. Our businesses
follow the economic cycles of the customers we serve. Should national or regional economic
conditions decline, reduced volumes of electricity and gas we supply will result in decreased
earnings and cash flow. Economic conditions in our service territory also impact our collections of
accounts receivable and financial results.
Our non-utility operations may not perform to our expectations. We rely on our non-utility
operations for a portion of our earnings. If our current and contemplated non-utility investments
do not perform at expected levels, we could experience diminished earnings potential and a
corresponding decline in our shareholder value.
The inability to consummate strategic transactions for our non-utility operations could affect our
expected cash flows. As part of a strategic review of our non-utility operations, we have taken
and continue to pursue various actions including the acquisition, sale, restructuring or
recapitalization of various non-utility businesses. If we are not able to consummate strategic
transactions on favorable terms or timing, our expected cash flows could be lower than anticipated.
Our participation in energy trading markets subjects us to risk. Events in the energy trading
industry have increased the level of scrutiny on the energy trading business and the energy
industry as a whole. In certain situations we may also be required to post collateral to support
trading operations. We have established risk policies to manage the business.
Our estimates of gas reserves are subject to change. We provide no assurance that our estimates of
our Barnett gas reserves are accurate. We estimate proved gas reserves and the future net cash
flows attributable to those reserves. There are numerous uncertainties inherent in estimating
quantities of proved gas reserves and cash flows attributable to such reserves, including factors
beyond our control. Reserve engineering is a subjective process of estimating underground
accumulations of gas that cannot be measured in an exact manner. The accuracy of an estimate of
quantities of reserves, or of cash flows attributable to such reserves, is a function of the
available data, assumptions regarding expenditures for future development and exploration
activities, and of engineering and geological interpretation and judgment. Additionally, reserves
and future cash flows may be subject to material downward or upward revisions, based upon
production history, development and exploration activities and prices of gas. Actual future
production, revenue, taxes, development expenditures, operating expenses, quantities of recoverable
reserves and the value of cash flows from such reserves may vary significantly from the assumptions
and underlying information we used.
We rely on cash flows from subsidiaries. DTE Energy is a holding company. Cash flows from our
utility and non-utility subsidiaries are required to pay interest expenses and dividends on DTE
Energy debt and securities. Should a major subsidiary not be able to pay dividends or transfer
cash flows to DTE Energy, our ability to pay interest and dividends would be restricted.
Adverse changes in our credit ratings may negatively affect us. Increased scrutiny of the energy
industry and regulatory changes, as well as changes in our economic performance, could result in
credit agencies reexamining our credit rating. While credit ratings reflect the opinions of the
credit agencies issuing such ratings and may not necessarily reflect actual performance, a
downgrade in our credit rating could restrict or discontinue our ability to access capital markets
and could increase our borrowing costs. In addition, a reduction in credit rating may require us
to post collateral related to various trading contracts, which would impact our liquidity.
25
Our ability to access capital markets at attractive interest rates is important. Our ability to
access capital markets is important to operate our businesses. Heightened concerns about the energy
industry, the level of borrowing by other energy companies and the market as a whole could limit
our access to capital markets. Changes in interest rates could increase our borrowing costs and
negatively impact our financial performance.
Poor investment performance of pension plan holdings and other factors impacting pension plan costs
could unfavorably impact our liquidity and results of operations.
Our costs of providing non-contributory defined benefit pension plans are dependent upon a number
of factors, such as the rates of return on plan assets, the level of interest rates used to measure
the required minimum funding levels of the plans, future government regulation, and our required or
voluntary contributions made to the plans. The performance of the capital markets affects the
value of assets that are held in trust to satisfy future obligations under our pension plans. If
conditions within the overall credit market continue to deteriorate, the fair value of these plans
assets may be negatively affected. Additionally, while we complied with the minimum funding
requirements as of December 31, 2007, we have certain qualified pension plans with obligations that
exceeded the value of the plan assets. Without sustained growth in the pension investments over
time to increase the value of our plan assets, we could be required to fund our plans with
significant amounts of cash. Such cash funding obligations could have a material impact on our
cash flows, financial position, or results of operations.
We are exposed to credit risk of counterparties with whom we do business. Adverse economic
conditions affecting, or financial difficulties of, counterparties with whom we do business could
impair the ability of these counterparties to pay for our services or fulfill their contractual
obligations, or cause them to delay such payments or obligations. We depend on these counterparties
to remit payments on a timely basis. Any delay or default in payment could adversely affect our
cash flows, financial position, or results of operations.
Environmental laws and liability may be costly. We are subject to numerous environmental
regulations. These regulations govern air emissions, water quality, wastewater discharge, and
disposal of solid and hazardous waste. Compliance with these regulations can significantly
increase capital spending, operating expenses and plant down times. These laws and regulations
require us to seek a variety of environmental licenses, permits, inspections and other regulatory
approvals. Additionally, we may become a responsible party for environmental clean up at sites
identified by a regulatory body. We cannot predict with certainty the amount and timing of future
expenditures related to environmental matters because of the difficulty of estimating clean up
costs. There is also uncertainty in quantifying liabilities under environmental laws that impose
joint and several liability on potentially responsible parties.
We may also incur liabilities as a result of potential future requirements to address climate
change issues. Proposals for voluntary initiatives and mandatory controls are being discussed both
in the United States and worldwide to reduce greenhouse gases such as carbon dioxide, a by-product
of burning fossil fuels. If increased regulation of greenhouse gas emissions are implemented, the
operations of our fossil-fuel generation assets may be significantly impacted.
Since there can be no assurances that environmental costs may be recovered through the regulatory
process, our financial performance may be negatively impacted as a result of environmental matters.
We may not be fully covered by insurance. While we have a comprehensive insurance program in place
to provide coverage for various types of risks, catastrophic damage as a result of acts of God,
terrorism, war or a combination of significant unforeseen events could impact our operations and
economic losses might not be covered in full by insurance.
Terrorism could affect our business. Damage to downstream infrastructure or our own assets by
terrorism would impact our operations. We have increased security as a result of past events and
further security increases are possible.
26
Benefits of the Performance Excellence Process to us could be less than we have projected. In 2005,
we initiated a company-wide review of our operations called the Performance Excellence Process,
with the overarching goal to become more competitive by reducing costs, eliminating waste and
optimizing business processes while improving customer service. Actual results achieved through
this process could be less than our expectations.
A work interruption may adversely affect us. Unions represent approximately 5,000 of our employees.
A union choosing to strike would have an impact on our business. We are unable to predict the
effect a work stoppage would have on our costs of operation and financial performance.
Failure to retain and attract key executive officers and other skilled professional and technical
employees could have an adverse effect on our operations. Our business is dependent on our ability
to recruit, retain, and motivate employees. Competition for skilled employees in some areas is
high and the inability to retain and attract these employees could adversely affect our business
and future operating results.
Our ability to utilize production tax credits may be limited. To reduce U.S. dependence on imported
oil, the Internal Revenue Code provides production tax credits as an incentive for taxpayers to
produce fuels from alternative sources. We have generated production tax credits from the synfuel,
coke battery, landfill gas recovery and gas production operations. We have received favorable
private letter rulings on all of the synfuel facilities. All production tax credits taken after
2003 are subject to audit by the Internal Revenue Service (IRS). If our production tax credits were
disallowed in whole or in part as a result of an IRS audit, there could be additional tax
liabilities owed for previously recognized tax credits that could significantly impact our earnings
and cash flows. We have also provided certain guarantees and indemnities in conjunction with the
sales of interests in the synfuel facilities.
Item 1B. Unresolved Staff Comments
None.
Item 3. Legal Proceedings
We are involved in certain legal, regulatory, administrative and environmental proceedings before
various courts, arbitration panels and governmental agencies concerning matters arising in the
ordinary course of business. These proceedings include certain contract disputes, environmental
reviews and investigations, audits, inquiries from various regulators, and pending judicial
matters. We cannot predict the final disposition of such proceedings. We regularly review legal
matters and record provisions for claims that are considered probable of loss. The resolution of
pending proceedings is not expected to have a material effect on our operations or financial
statements in the period they are resolved.
We are aware of attempts by an environmental organization known as the Waterkeeper Alliance to
initiate a criminal action in Canada against the Company for alleged violations of the Canadian
Fisheries Act. Fines under the relevant Canadian statute could be significant. To date, the
Company has not been served process in this matter and is not able to predict or assess the outcome
of this action at this time.
For additional discussion on legal matters, see Notes 5 and 16 of the Notes to Consolidated
Financial Statements in Item 8 of this Report.
Item 4. Submission of Matters to a Vote of Security Holders
We did not submit any matters to a vote of security holders in the fourth quarter of 2007.
27
Part II
Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Our common stock is listed on the New York Stock Exchange, which is the principal market for such
stock. The following table indicates the reported high and low sales prices of our common stock on
the Composite Tape of the New York Stock Exchange and dividends paid per share for each quarterly
period during the past two years:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid |
Year |
|
Quarter |
|
High |
|
Low |
|
Per Share |
|
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 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First |
|
$ |
44.23 |
|
|
$ |
40.00 |
|
|
$ |
0.515 |
|
|
|
|
|
Second |
|
$ |
41.91 |
|
|
$ |
38.77 |
|
|
$ |
0.515 |
|
|
|
|
|
Third |
|
$ |
43.63 |
|
|
$ |
40.26 |
|
|
$ |
0.515 |
|
|
|
|
|
Fourth |
|
$ |
49.24 |
|
|
$ |
41.37 |
|
|
$ |
0.530 |
|
At
December 31, 2007, there were 163,232,095 shares of our common stock outstanding. These shares
were held by a total of 85,481 shareholders of record.
Our Bylaws nullify Chapter 7B of the Michigan Business Corporation Act (Act). This Act regulates
shareholder rights when an individuals stock ownership reaches 20% of a Michigan corporations
outstanding shares. A shareholder seeking control of the Company cannot require our Board of
Directors to call a meeting to vote on issues related to corporate control within 10 days, as
stipulated by the Act.
We paid cash dividends on our common stock of $364 million in 2007, $365 million in 2006, and $360
million in 2005. The amount of future dividends will depend on our earnings, cash flows, financial
condition and other factors that are periodically reviewed by our Board of Directors. Although
there can be no assurances, we anticipate paying dividends for the foreseeable future.
All of our equity compensation plans that provide for the annual awarding of stock-based
compensation have been approved by shareholders. See Note 18 of the Notes to Consolidated
Financial Statements in Item 8 of this Report for additional detail.
See the following table for information as of December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
Plans approved by
shareholders |
|
|
4,394,809 |
|
|
$ |
42.37 |
|
|
|
6,289,136 |
|
28
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table provides information about our purchases of equity securities that are
registered by the Company pursuant to Section 12 of the Exchange Act for the year ended December
31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
Period |
|
(1) |
|
Share (1) |
|
Programs (2) |
|
(2) |
|
Programs (2) |
01/01/07 01/31/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
651,506,040 |
|
02/01/07 02/28/07 |
|
|
20,000 |
|
|
$ |
47.03 |
|
|
|
|
|
|
|
|
|
|
|
651,506,040 |
|
03/01/07 03/31/07 |
|
|
168,650 |
|
|
|
46.50 |
|
|
|
989,300 |
|
|
$ |
46.46 |
|
|
|
605,523,194 |
|
04/01/07 04/30/07 |
|
|
75,500 |
|
|
|
48.62 |
|
|
|
|
|
|
|
|
|
|
|
605,523,194 |
|
05/01/07 05/31/07 |
|
|
1,550 |
|
|
|
51.34 |
|
|
|
1,771,000 |
|
|
|
52.23 |
|
|
|
1,362,982,121 |
|
06/01/07 06/30/07 |
|
|
|
|
|
|
|
|
|
|
4,481,832 |
|
|
|
50.01 |
|
|
|
1,138,745,816 |
|
07/01/07 07/31/07 |
|
|
1,000 |
|
|
|
48.60 |
|
|
|
3,208,538 |
|
|
|
49.15 |
|
|
|
980,986,679 |
|
08/01/07 08/31/07 |
|
|
376,250 |
|
|
|
47.89 |
|
|
|
2,474,986 |
|
|
|
47.85 |
|
|
|
862,514,949 |
|
09/01/07 09/30/07 |
|
|
|
|
|
|
|
|
|
|
380,800 |
|
|
|
47.83 |
|
|
|
844,294,092 |
|
10/01/07 10/31/07 |
|
|
7,575 |
|
|
|
49.95 |
|
|
|
401,495 |
|
|
|
47.71 |
|
|
|
825,132,252 |
|
11/01/07 11/30/07 |
|
|
20,000 |
|
|
|
49.09 |
|
|
|
46,689 |
|
|
|
47.88 |
|
|
|
822,895,623 |
|
12/01/07 12/31/07 |
|
|
15,000 |
|
|
|
45.23 |
|
|
|
|
|
|
|
|
|
|
|
822,895,623 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
685,525 |
|
|
|
|
|
|
|
13,754,640 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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, 2007, 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 monetizations, cash flows and
investment opportunities. |
29
Item 6. Selected Financial Data
The following selected financial data should be read in conjunction with the accompanying
Managements Discussion and Analysis in Item 7 of this Report and Notes to the Consolidated
Financial Statements in Item 8 of this Report.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions, except per share amounts) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
Operating Revenues |
|
$ |
8,506 |
|
|
$ |
8,159 |
|
|
$ |
8,094 |
|
|
$ |
6,419 |
|
|
$ |
6,429 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from continuing operations (1) |
|
$ |
787 |
|
|
$ |
389 |
|
|
$ |
272 |
|
|
$ |
265 |
|
|
$ |
275 |
|
Discontinued operations |
|
|
184 |
|
|
|
43 |
|
|
|
268 |
|
|
|
166 |
|
|
|
273 |
|
Cumulative effect of accounting changes |
|
|
|
|
|
|
1 |
|
|
|
(3 |
) |
|
|
|
|
|
|
(27 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
$ |
971 |
|
|
$ |
433 |
|
|
$ |
537 |
|
|
$ |
431 |
|
|
$ |
521 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings Per Share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from continuing operations |
|
$ |
4.62 |
|
|
$ |
2.18 |
|
|
$ |
1.55 |
|
|
$ |
1.53 |
|
|
$ |
1.63 |
|
Discontinued operations |
|
|
1.08 |
|
|
|
.24 |
|
|
|
1.52 |
|
|
|
.96 |
|
|
|
1.62 |
|
Cumulative effect of accounting changes |
|
|
|
|
|
|
.01 |
|
|
|
(.02 |
) |
|
|
|
|
|
|
(.16 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings Per Share |
|
$ |
5.70 |
|
|
$ |
2.43 |
|
|
$ |
3.05 |
|
|
$ |
2.49 |
|
|
$ |
3.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared per share of common stock |
|
$ |
2.12 |
|
|
$ |
2.075 |
|
|
$ |
2.06 |
|
|
$ |
2.06 |
|
|
$ |
2.06 |
|
Total assets |
|
$ |
23,754 |
|
|
$ |
23,785 |
|
|
$ |
23,335 |
|
|
$ |
21,297 |
|
|
$ |
20,753 |
|
Long-term debt, including capital leases |
|
$ |
6,971 |
|
|
$ |
7,474 |
|
|
$ |
7,080 |
|
|
$ |
7,606 |
|
|
$ |
7,669 |
|
Shareholders equity |
|
$ |
5,853 |
|
|
$ |
5,849 |
|
|
$ |
5,769 |
|
|
$ |
5,548 |
|
|
$ |
5,287 |
|
|
|
|
(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. 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
OVERVIEW
DTE Energy is a diversified energy company with 2007 operating revenues in excess of $8 billion and
approximately $24 billion in assets. We are the parent company of Detroit Edison and MichCon,
regulated electric and gas utilities engaged primarily in the business of providing electricity and
natural gas sales, distribution and storage services throughout southeastern Michigan. We operate
four energy-related non-utility segments with operations throughout the United States.
The following table summarizes our financial results:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions, except Earnings per Share) |
|
2007 |
|
2006 |
|
2005 |
Income from Continuing Operations |
|
$ |
787 |
|
|
$ |
389 |
|
|
$ |
272 |
|
Earnings per Diluted Share |
|
$ |
4.62 |
|
|
$ |
2.18 |
|
|
$ |
1.55 |
|
|
Net Income |
|
$ |
971 |
|
|
$ |
433 |
|
|
$ |
537 |
|
Earnings per Diluted Share |
|
$ |
5.70 |
|
|
$ |
2.43 |
|
|
$ |
3.05 |
|
The increase for 2007 was primarily due to approximately $370 million in net income resulting from
the gain on the sale of the Antrim shale gas exploration and production business of $900 million
($580 million after-tax), partially offset by losses recognized on related hedges of $323 million
($210 million after-tax), including recognition of amounts previously recorded in accumulated other
comprehensive
income. Net income in 2006 was adversely impacted by the temporary idling of synfuel plants along
with
30
associated impairments and reserves, and higher levels of deferrals of potential gains from
selling interests in the synfuel plants. Impairments within our Power and Industrial Projects
segment also had a negative impact on the results of the 2006 period. The 2006 decrease was
partially offset by higher earnings at Detroit Edison, and Energy Trading segment mark-to-market
losses in 2005 that did not recur in 2006.
The items discussed below influenced our current financial performance and/or may affect future
results:
|
|
|
Effects of weather and collectibility of accounts receivable on utility operations; |
|
|
|
|
Impact of regulatory decisions on our utility operations; |
|
|
|
|
Monetization of our Unconventional Gas Production business; |
|
|
|
|
Monetization of our Power and Industrial Projects business; |
|
|
|
|
Results in our Energy Trading business; |
|
|
|
|
Synfuel-related earnings; and |
|
|
|
|
Cost reduction efforts and required environmental and reliability-related capital
investments. |
UTILITY OPERATIONS
Our Electric Utility segment consists of Detroit Edison, which is engaged in the generation,
purchase, distribution and sale of electricity to approximately 2.2 million customers in
southeastern Michigan.
Our Gas Utility segment consists of MichCon and Citizens. MichCon is engaged in the purchase,
storage, transmission, distribution and sale of natural gas to approximately 1.3 million
residential, commercial and industrial customers throughout Michigan. MichCon also has subsidiaries
involved in the gathering and transmission of natural gas in northern Michigan. Citizens
distributes natural gas in Adrian, Michigan to approximately 17,000 customers.
Weather - Earnings from our utility operations are seasonal and very sensitive to weather. Electric
utility earnings are primarily dependent on hot summer weather, while the gas utilitys results are
primarily dependent on cold winter weather. Restoration and other costs associated with
storm-related power outages lowered pre-tax earnings by $68 million in 2007, $46 million in 2006
and $82 million in 2005.
Receivables - Both utilities continue to experience high levels of past due receivables, especially
within our Gas Utility operations, which is primarily attributable to economic conditions and a
lack of adequate levels of governmental assistance for low-income customers.
We have taken aggressive actions to reduce the level of past due receivables, including increasing
customer disconnections, contracting with collection agencies and working with the State of
Michigan and others to increase the share of low-income funding allocated to our customers. In
2006, we sold previously written-off accounts of $43 million resulting in a gain and net proceeds
of $1.9 million. The gain was recorded as a recovery through doubtful accounts expense, which is
included within Operation and maintenance expense.
Our doubtful accounts expense for the two utilities increased to $135 million in 2007 from $123
million in 2006 and from $98 million in 2005.
The April 2005 MPSC gas rate order provided for an uncollectible true-up mechanism for MichCon. The
uncollectible true-up mechanism enables MichCon to recover ninety percent of the difference between
the
actual uncollectible expense for each year and $37 million after an annual reconciliation
proceeding before the MPSC. The MPSC approved the 2005 annual reconciliation in December 2006,
allowing
31
MichCon to surcharge $11 million beginning in January 2007. The MPSC approved the 2006
annual reconciliation in December 2007, allowing MichCon to surcharge $33 million beginning in
January 2008. We expect to file the 2007 reconciliation in the first quarter of 2008 requesting an
additional surcharge of approximately $33 million including the uncollected balance from 2005
surcharge. We accrue interest income on the outstanding balances.
Regulatory activity Detroit Edison filed a general rate case on April 13, 2007 based on a 2006
historical test year. The filing with the MPSC requested a $123 million, or 2.9 percent, average
increase in Detroit Edisons annual revenue requirement for 2008. On August 31, 2007, Detroit
Edison filed a supplement to its April 2007 rate case filing to account for certain recent events.
A July 2007 decision by the Court of Appeals of the State of Michigan remanded back to the MPSC the
November 2004 order in a prior Detroit Edison rate case that denied recovery of merger control
premium costs. Also, the Michigan legislature enacted the Michigan Business Tax (MBT) in July 2007.
The supplemental filing addressed the recovery of the merger control premium costs and the
enactment of the MBT. The net impact of the supplemental changes results in an additional revenue
requirement of approximately $76 million. On February 20, 2008, Detroit Edison filed an update to
its April 2007 rate case filing. The update reflects the use of 2009 as the projected test year
and includes a revised 2009 load forecast, and 2009 estimates on environmental and advanced
metering infrastructure capital expenditures, and adjustments to the calculation of the MBT. See
Note 5 of the Notes to Consolidated Financial Statements.
The MPSC issued an order on August 31, 2006 approving a settlement agreement providing for an
annualized rate reduction of $53 million for 2006 for Detroit Edison, effective September 5, 2006.
Beginning January 1, 2007, and continuing until April 13, 2008, one year from the filing of the
general rate case on April 13, 2007, rates were reduced by an additional $26 million, for a total
reduction of $79 million annually. Detroit Edison experienced a rate reduction of approximately $76
million in 2007, as a result of this order. The revenue reduction is net of the recovery of costs
associated with the Performance Excellence Process. The settlement agreement provides for some
level of realignment of the existing rate structure by allocating a larger percentage of the rate
reduction to the commercial and industrial customer classes than to the residential customer
classes.
In August 2006, MichCon filed an application with the MPSC requesting permission to sell base gas
that would become accessible with storage facilities upgrades. In December 2006, MichCon filed its
2007-2008 GCR plan case proposing a maximum GCR factor of $8.49 per Mcf. In August 2007, a
settlement agreement in this proceeding was approved by the MPSC that provides for a sharing with
customers of the proceeds from the sale of base gas. In addition, the agreement provides for a rate
case filing moratorium until January 1, 2009, unless certain unanticipated changes occur that
impact income by more than $5 million. MichCons gas storage enhancement projects, the main subject
of the aforementioned settlement, will enable 17 billion cubic feet (Bcf) of gas to become
available for cycling. Under the settlement terms, MichCon delivered 13.4 Bcf of this gas to its
customers through 2007 at a savings to market-priced supplies of approximately $54 million. This settlement
provides for MichCon to retain the proceeds from the sale of 3.6 Bcf of gas, which MichCon expects
to sell in 2007, 2008 and 2009. In the fourth quarter of 2007, MichCon sold .75 Bcf of base gas and
recognized a pre-tax gain of $5 million. By enabling MichCon to retain the profit from the sale of
this gas, the settlement provides MichCon with the opportunity to earn an 11% return on equity with
no customer rate increase for a period of five years from 2005 to 2010.
Coal Supply - Our generating fleet produces approximately 79% of its electricity from coal.
Increasing coal demand from domestic and international markets has resulted in significant price
increases. In addition, difficulty in recruiting workers, obtaining environmental permits and
finding economically recoverable amounts of new coal has resulted in decreasing coal output from
the central Appalachian region. Furthermore, as a result of environmental regulation and declining
eastern coal stocks, demand for cleaner burning western coal has increased. This increased demand
for western coal has also resulted
in a corresponding demand for western rail shipping, straining railroad capacity and resulting in
longer lead times for western coal shipments.
32
Nuclear Fuel - We operate one nuclear facility that undergoes a periodic refueling outage
approximately every eighteen months. Uranium prices have been rising due to supply concerns. In
the future, there may be additional nuclear facilities constructed in the industry that may place
additional pressure on uranium supplies and prices. We have a contract with the U.S. Department of
Energy (DOE) for the future storage and disposal of spent nuclear fuel from Fermi 2. We are
obligated to pay the DOE a fee of 1 mill per kWh of Fermi 2 electricity generated and sold. The
fee is a component of nuclear fuel expense. Delays have occurred in the DOEs program for the
acceptance and disposal of spent nuclear fuel at a permanent repository. Until the DOE is able to
fulfill its obligation under the contract, we are responsible for the spent nuclear fuel storage.
We have begun work on an on-site dry cask storage facility. We are a party in the litigation
against the DOE for both past and future costs associated with the DOEs failure to accept spent
nuclear fuel under the timetable set forth in the Federal Nuclear Waste Policy Act of 1982.
NON-UTILITY OPERATIONS
We have made significant investments in non-utility asset-intensive businesses. We employ
disciplined investment criteria when assessing opportunities that leverage our assets, skills and
expertise. Specifically, we invest in targeted energy markets with attractive competitive dynamics
where meaningful scale is in alignment with our risk profile. A number of factors have impacted our
non-utility businesses, including the effect of oil prices on the synthetic fuel business, losses
and impairments from certain power generation assets, waste coal recovery and landfill gas recovery
businesses, and earnings volatility in our energy trading business. As part of a strategic review
of our non-utility operations, we have taken and continue to pursue various actions including the
sale, restructuring or recapitalization of certain non-utility businesses that generated
approximately $900 million in after-tax cash proceeds in 2007 and is expected to generate an
additional $800 million in 2008. See Note 3 of the Notes to Consolidated Financial Statements in
Item 8 of this Report for information on the sale of our Antrim shale gas exploration and
production business in northern Michigan, the sale of a portion of our Barnett shale properties and
the pending financing and sale of a 50 percent ownership interest in select projects within the
Power and Industrial Projects segment.
Coal and Gas Midstream
Our Coal and Gas Midstream segment consists of Coal Transportation and Marketing and the Pipelines,
Processing and Storage businesses.
Coal Transportation and Marketing provides fuel, transportation, storage, blending, and rail
equipment management services. We specialize in minimizing fuel costs and maximizing reliability of
supply for energy-intensive customers. Additionally, we participate in coal marketing and
coal-to-power tolling transactions, as well as the purchase and sale of emissions credits. We
perform coal mine methane extraction, in which we recover methane gas from mine voids for
processing and delivery to natural gas pipelines, industrial users, or for small power generation
projects. In 2008, we expect to see a decrease in net income since approximately $11 million of our
2007 Coal Transportation and Marketing net income was dependent upon our Synfuel operations that
ceased operations at the end of 2007. We plan to continue to build our capacity to transport
greater amounts of western coal, and have expanded our coal storage and blending capacity with the
start of commercial operation of our coal terminal in Chicago in April 2007.
Pipelines, Processing and Storage owns a partnership interest in two interstate transmission
pipelines, four carbon dioxide processing facilities and two natural gas storage fields. The
pipeline and storage assets are primarily supported by stable, long-term, fixed-price revenue
contracts. The assets of these businesses are well integrated with other DTE Energy operations.
Pursuant to an operating agreement, MichCon provides physical operations, maintenance and technical
support for the Washington 28 and Washington 10 storage facilities.
Pipelines, Processing and Storage is continuing its steady growth plan of expansion of storage
capacity, with two new expansions and the expanding and building of new pipeline capacity to serve
markets in the Midwest and Northeast United States.
33
Unconventional Gas Production
Our Unconventional Gas Production business is engaged in natural gas exploration, development and
production primarily within the Barnett shale in north Texas.
In 2007, we sold our Antrim shale gas exploration and production business in the northern lower
peninsula of Michigan to Atlas Energy Resources LLC for gross proceeds of $1.262 billion. See Note
3 of the Notes to Consolidated Financial Statements.
In 2007, we continued to develop our position in the Barnett shale basin in north Texas, where our
total leasehold acreage (after the January 2008 sale referred to below) is 63,541, net of
impairments (58,742 acres, net of interest of others). We continue to acquire select acreage
positions in active development areas in the Barnett shale to optimize our existing portfolio.
Our Unconventional Gas Production segment recorded pre-tax impairment losses of $27 million in
2007, related to the write-off of unproved properties and expiration of leases in Bosque County,
which is located in the southern expansion area of the Barnett shale basin in north Texas. The
properties were impaired due to the lack of economic and operating viability of the southern
expansion area. See Note 4 of the Notes to Consolidated Financial Statements.
As a component of our risk management strategy for our Barnett shale reserves, we hedged a portion
of anticipated production from our reserves to secure an attractive investment return. As of
December 31, 2007, we have a series of cash flow hedges for approximately 5.5 Bcf of anticipated
Barnett gas production through 2010 at an average price of $7.48 per Mcf.
In August 2007, we announced that we were exploring opportunities to monetize a portion of our
interests in the Barnett shale. On January 15, 2008, we sold a portion of our Barnett shale
properties for gross proceeds of approximately $250 million, subject to post-closing adjustments.
The Company will recognize a gain on the sale in the first quarter of 2008. The properties in the
sale include 186 billion cubic feet of proved and probable reserves on approximately 11,000 net
acres in the core area of the Barnett shale.
We plan to retain our holdings in the western portion of the Barnett shale and anticipate
significant opportunities to develop our current position while accumulating additional acreage in
and around our existing assets.
Current natural gas prices and successes within the Barnett shale are resulting in additional
capital being invested into the area. The competition for opportunities and goods and services may
result in increased operating costs. However, our experienced Barnett shale personnel provide an
advantage in addressing potential cost increases.
34
Texas Barnett Shale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Net Producing Wells |
|
|
|
|
|
|
|
|
|
|
|
|
Held for sale |
|
|
33 |
|
|
|
27 |
|
|
|
8 |
|
Continuing operations |
|
|
120 |
|
|
|
83 |
|
|
|
47 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
153 |
|
|
|
110 |
|
|
|
55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production Volume (Bcfe) |
|
|
|
|
|
|
|
|
|
|
|
|
Held for sale |
|
|
4.7 |
|
|
|
2.8 |
|
|
|
0.4 |
|
Continuing operations |
|
|
3.0 |
|
|
|
1.3 |
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
7.7 |
|
|
|
4.1 |
|
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved Reserves (Bcfe) (1) |
|
|
|
|
|
|
|
|
|
|
|
|
Held for sale |
|
|
75 |
|
|
|
60 |
|
|
|
11 |
|
Continuing operations |
|
|
144 |
|
|
|
111 |
|
|
|
48 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
219 |
|
|
|
171 |
|
|
|
59 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Developed Acreage (1) |
|
|
|
|
|
|
|
|
|
|
|
|
Held for sale |
|
|
4,987 |
|
|
|
3,977 |
|
|
|
1,349 |
|
Continuing operations (2) |
|
|
9,880 |
|
|
|
10,693 |
|
|
|
13,018 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
14,867 |
|
|
|
14,670 |
|
|
|
14,367 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Undeveloped Acreage (1) |
|
|
|
|
|
|
|
|
|
|
|
|
Held for sale |
|
|
5,809 |
|
|
|
6,164 |
|
|
|
7,801 |
|
Continuing operations (2) |
|
|
38,066 |
|
|
|
27,613 |
|
|
|
13,495 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
43,875 |
|
|
|
33,777 |
|
|
|
21,296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Expenditures (in Millions) (3) |
|
|
|
|
|
|
|
|
|
|
|
|
Held for sale |
|
$ |
45 |
|
|
$ |
67 |
|
|
$ |
19 |
|
Continuing operations |
|
|
95 |
|
|
|
61 |
|
|
|
76 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
140 |
|
|
$ |
128 |
|
|
$ |
95 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Future Undiscounted Net Cash Flows (in Millions) (4) |
|
|
|
|
|
|
|
|
|
|
|
|
Held for sale |
|
$ |
282 |
|
|
$ |
167 |
|
|
$ |
63 |
|
Continuing operations |
|
|
521 |
|
|
|
305 |
|
|
|
266 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
803 |
|
|
$ |
472 |
|
|
$ |
329 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average gas price (per Mcf) |
|
$ |
6.29 |
|
|
$ |
5.66 |
|
|
$ |
9.01 |
|
|
|
|
(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, 32,083 acres and 40,332 acres for the years 2007, 2006 and 2005, respectively. |
|
(2) |
|
Developed acreage for continuing operations shows a decrease from prior periods, 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. During 2007, total net acreage for continuing operations increased by 9,640
acres. |
|
(3) |
|
Excludes sold and impaired assets in southern expansion area of the Barnett shale. |
|
(4) |
|
Represents the standardized measure of discounted future net cash flows as calculated by an
independent engineering firm 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. |
35
Power and Industrial Projects
Power and Industrial Projects is comprised primarily of projects that deliver energy and
utility-type products and services to industrial, commercial and institutional customers, and
biomass energy projects. This segment provides utility-type services using project assets usually
located on or near the customers premises in the steel, automotive, pulp and paper, airport and
other industries. These services include pulverized coal and petroleum coke supply, power
generation, steam production, chilled water production, wastewater treatment and compressed air
supply. At December 31, 2007, this segment owned and operated one gas-fired peaking electric
generating plant and a biomass-fired electric generating plant. This segment also owned one
additional coal-fired power plant that is currently not in service. This segment develops, owns and
operates landfill gas recovery systems throughout the United States. In addition, this segment
produces metallurgical coke from two coke batteries. The production of coke from these coke
batteries generates production tax credits.
We expect to sell a 50 percent interest in a portfolio of select Power and Industrial Projects. In
addition to the proceeds that the Company will receive from the sale of the 50 percent equity
interest, the company that will own the projects will obtain debt financing and the proceeds will
be distributed to DTE Energy immediately prior to the sale of the equity interest. The total gross
proceeds the Company will receive are expected to approximate $650 million. The Company expects to
complete the transaction in the first half of 2008. This timing, however, is highly dependent on
availability of acceptable financing terms in the credit markets. As a result, the Company cannot
predict the timing with certainty. The Company expects to recognize a gain upon completion of the
transaction. In conjunction with the sale, the Company will enter into a management services
agreement to manage the day-to-day operations of the Projects and to act as the managing member of
the company that owns the projects. We plan to account for our 50 percent ownership interest in the
company that will own the portfolio of projects using the equity method. See Note 3 of the Notes to
Consolidated Financial Statements in Item 8 of this Report.
In July 2007, we sold Georgetown, an 80 MW natural gas-fired peaking electric generating plant for
approximately $23 million, which approximated our carrying value. In October 2007, we sold our 50
percent interest in Crete, a 320 MW natural gas-fired peaking electric generating plant for
approximately $37 million, and recognized a pre-tax gain of approximately $8 million ($5 million
after-tax). See Note 3 of the Notes to Consolidated Financial Statements in Item 8 of this Report.
Energy Trading
Energy Trading focuses on physical power and gas marketing and trading, structured transactions,
enhancement of returns from DTE Energys asset portfolio and the optimization of contracted natural
gas pipelines and storage, and power transmission and generating capacity positions. Our customer
base is predominantly utilities, local distribution companies, pipelines, and other marketing and
trading companies. We enter into derivative financial instruments as part of our marketing and
hedging activities. Most of the derivative financial instruments are accounted for under the
mark-to-market method, which results in the recognition of unrealized gains and losses from changes
in the fair value of the derivatives in our results of operations. We utilize forwards, futures,
swaps and option contracts to mitigate risk associated with our marketing and trading activity as
well as for proprietary trading within defined risk guidelines. Energy Trading provides commodity
risk management services to the other businesses within DTE Energy.
Significant portions of the electric and gas marketing and trading portfolio are economically
hedged. The portfolio includes financial instruments and gas inventory, as well as contracted
natural gas pipelines and storage and power generation capacity positions. Most financial
instruments are deemed derivatives, whereas the gas inventory, power transmission, pipelines and
storage assets are not derivatives. As a result, this segment may experience earnings volatility as
derivatives are marked-to-market without revaluing the underlying non-derivative contracts and
assets. This results in gains and losses that are
recognized in different accounting periods. We may incur mark-to-market accounting gains or losses
in one period that could reverse in subsequent periods.
36
DISCONTINUED OPERATIONS
Synthetic Fuel
The Synthetic Fuel business had been shown as a non-utility segment through the third quarter of
2007. Due to the expiration of synfuel production tax credits at the end of 2007, the Synthetic
Fuel business ceased operations and has been classified as a discontinued operation as of December
31, 2007. Synfuel plants chemically changed coal and waste coal into a synthetic fuel as determined
under the Internal Revenue Code. Production tax credits were provided for the production and sale
of solid synthetic fuel produced from coal and were available through December 31, 2007. To
optimize income and cash flow from the synfuel operations, we had sold interests in all nine of the
facilities, representing 91% of the total production capacity as of December 31, 2007. The
synthetic fuel plants generated operating losses that were substantially offset by production tax
credits.
The value of a production tax credit is adjusted annually by an inflation factor and published
annually by the Internal Revenue Service (IRS). The value is reduced if the Reference Price of a
barrel of oil exceeds certain thresholds. The actual tax credit phase-out for 2007 will not be
certain until the Reference Price is published by the IRS in April 2008.
OPERATING SYSTEM AND PERFORMANCE EXCELLENCE PROCESS
We continuously review and adjust our cost structure and seek improvements in our processes.
Beginning in 2002, we adopted the DTE Energy Operating System, which is the application of tools
and operating practices that have resulted in operating efficiencies, inventory reductions and
improvements in technology systems, among other enhancements.
As an extension of this effort, in mid-2005, we initiated a company-wide review of our operations
called the Performance Excellence Process. The overarching goal has been and remains to become more
competitive by reducing costs, eliminating waste and optimizing business processes while improving
customer service. Many of our customers are under intense economic pressure and will benefit from
our efforts to keep down our costs and their rates. Additionally, we will need significant
resources in the future to invest in the infrastructure required to provide safe, reliable and
affordable energy. Specifically, we began a series of focused improvement initiatives within our
Electric and Gas Utilities, and our corporate support function. The process is rigorous and
challenging and seeks to yield sustainable performance improvements to our customers and
shareholders. We have identified the Performance Excellence Process as critical to our long-term
growth strategy. In order to fully realize the benefits from the Performance Excellence Process, it
is necessary to make significant up-front investments in our infrastructure and business processes.
The CTA in 2006 exceeded our savings, but we began to realize sustained net cost savings in 2007.
In September 2006, the MPSC issued an order approving a settlement agreement that allows Detroit
Edison and MichCon, commencing in 2006, to defer the incremental CTA. Further, the order provides
for Detroit Edison and MichCon to amortize the CTA deferrals over a ten-year period beginning with
the year subsequent to the year the CTA was deferred. Detroit Edison deferred approximately $102
million of CTA in 2006 as a regulatory asset and began amortizing deferred 2006 costs in 2007 as
the recovery of these costs was provided for by the MPSC in the order approving the settlement in
the show cause proceeding. Amortization of prior year deferred CTA costs amounted to $10 million in
2007. During 2007, CTA costs of approximately $54 million were deferred. MichCon cannot defer CTA
costs at this time because a regulatory recovery mechanism has not been established by the MPSC.
MichCon expects to seek a recovery mechanism in its next rate case in 2009.
37
CAPITAL INVESTMENT
We anticipate significant capital investment across all of our business segments. Most of our
capital expenditures will be concentrated within our utility segments. Our electric utility segment
currently expects to invest approximately $5.2 billion (excluding investments in new generation
capacity, if any), including increased environmental requirements and reliability enhancement
projects during the period of 2008 through 2012. Our gas utility segment currently expects to
invest approximately $1.0 billion on system expansion, pipeline safety and reliability enhancement
projects through the same period. We plan to seek regulatory approval to include these capital
expenditures within our regulatory rate base consistent with prior treatment.
ENTERPRISE BUSINESS SYSTEMS
In 2003, we began the development of our Enterprise Business Systems (EBS) project, an enterprise
resource planning system initiative to improve existing processes and to implement new core
information systems, relating to finance, human resources, supply chain and work management. As
part of this initiative, we have implemented EBS software including, among others, products
developed by SAP AG. The first phase of implementation occurred in 2005 in the regulated electric
fossil generation unit. The second phase of implementation began in April 2007 and was completed by
the end of 2007. The total capital cost of implementation was approximately $385 million. We expect
the benefits of lower costs, faster business cycles, repeatable and optimized processes, enhanced
internal controls, improvements in inventory management and reductions in system support costs to
outweigh the expense of our investment in this initiative.
OUTLOOK
The next few years will be a period of rapid change for DTE Energy and for the energy industry. Our
strong utility base, combined with our integrated non-utility operations, position us well for
long-term growth.
Looking forward, we will focus on several areas that we expect will improve future performance:
|
|
|
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; |
|
|
|
|
improving our Electric and Gas Utility customer satisfaction; and |
|
|
|
|
investing in businesses that integrate our assets and leverage our skills and
expertise. |
Along with pursuing a leaner organization, we anticipate approximately $200 million of
synfuel-related cash impacts in 2008 and 2009, which consists of cash from operations and proceeds
from option hedges, including approximately $100 million of tax credit carryforward utilization and
other tax benefits that are expected to reduce future tax payments. As part of a strategic review
of our non-utility operations, we have taken and continue to pursue various actions including the
sale, restructuring or recapitalization of certain non-utility businesses that generated
approximately $900 million in after-tax cash proceeds in 2007 and are expected to generate an
additional approximately $800 million in 2008. We have used approximately $725 million to
repurchase common stock and approximately $500 million to redeem outstanding debt. In 2008, upon
completion of our remaining monetization activities, we expect to repurchase an additional
approximately $275 million of common stock and to use approximately $200 million to redeem
outstanding debt, assuming the expected asset sales occur. Our objectives for cash redeployment are
to increase shareholder value, strengthen the balance sheet and coverage ratios to
improve our current credit rating and outlook, and to have any monetizations be accretive to
earnings per share.
38
We performed an assessment during the fourth quarter of 2007 to determine the impact, if any, of
the current conditions in the credit markets on our operations. We believe that our access to
financing at reasonable interest rates, the fair value of assets held in trust to satisfy future
obligations under our pension plans, and our counterparties creditworthiness will not be
significantly affected by current conditions in the credit market.
RESULTS OF OPERATIONS
Net income in 2007 was $971 million, or $5.70 per diluted share, compared to net income of $433
million, or $2.43 per diluted share in 2006 and net income of $537 million, or $3.05 per diluted
share in 2005. Excluding discontinued operations and the cumulative effect of accounting changes,
our income from continuing operations in 2007 was $787 million, or $4.62 per diluted share,
compared to income of $389 million, or $2.18 per diluted share in 2006 and income of $272 million,
or $1.55 per diluted share in 2005. The following sections provide a detailed discussion of our
segments operating performance and future outlook.
Based on the following structure, we set strategic goals, allocate resources and evaluate
performance:
|
|
|
Electric Utility, consisting of Detroit Edison; |
|
|
|
|
Gas Utility, primarily consisting of MichCon; |
|
|
|
|
Non-utility Operations |
|
|
|
Coal and Gas Midstream, primarily consisting of coal transportation and marketing,
gas pipelines and storage; |
|
|
|
|
Unconventional Gas Production, primarily consisting of unconventional gas project
development and production; |
|
|
|
|
Power and Industrial Projects, primarily consisting of on-site energy services,
steel-related projects and power generation with services; |
|
|
|
|
Energy Trading, consisting of energy marketing and trading operations; and |
|
|
|
Corporate & Other, primarily consisting of corporate staff functions that are fully
allocated to the various segments based on services utilized. Additionally, Corporate &
Other holds certain non-utility debt and energy-related investments. |
The Synthetic Fuel business had been shown as a non-utility segment through the third quarter of
2007. Due to the expiration of synfuel production tax credits at the end of 2007, the Synthetic
Fuel business ceased operations and has been classified as a discontinued operation as of December
31, 2007.
39
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Net Income by Segment: |
|
|
|
|
|
|
|
|
|
|
|
|
Electric Utility |
|
$ |
317 |
|
|
$ |
325 |
|
|
$ |
277 |
|
Gas Utility |
|
|
70 |
|
|
|
50 |
|
|
|
37 |
|
Non-utility Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
Coal and Gas Midstream |
|
|
53 |
|
|
|
50 |
|
|
|
45 |
|
Unconventional Gas Production (1) |
|
|
(217 |
) |
|
|
9 |
|
|
|
4 |
|
Power and Industrial Projects |
|
|
30 |
|
|
|
(80 |
) |
|
|
4 |
|
Energy Trading |
|
|
32 |
|
|
|
96 |
|
|
|
(43 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate & Other (1) |
|
|
502 |
|
|
|
(61 |
) |
|
|
(52 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (Loss) from Continuing Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
Utility |
|
|
387 |
|
|
|
375 |
|
|
|
314 |
|
Non-utility |
|
|
(102 |
) |
|
|
75 |
|
|
|
10 |
|
Corporate & Other |
|
|
502 |
|
|
|
(61 |
) |
|
|
(52 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
787 |
|
|
|
389 |
|
|
|
272 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued Operations |
|
|
184 |
|
|
|
43 |
|
|
|
268 |
|
Cumulative Effect of Accounting Changes |
|
|
|
|
|
|
1 |
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
Net Income |
|
$ |
971 |
|
|
$ |
433 |
|
|
$ |
537 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
2007 Net Loss of the Unconventional Gas Production segment 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. |
ELECTRIC UTILITY
Our Electric Utility segment consists of Detroit Edison.
Factors impacting income: Our net income decreased $8 million in 2007 and increased $48 million in
2006. The 2007 decrease reflects higher operation and maintenance expenses, partially offset by
higher gross margins and lower depreciation and amortization expenses. The 2006 increase primarily
reflects higher gross margins, partially offset by increased depreciation and amortization
expenses.
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Operating Revenues |
|
$ |
4,900 |
|
|
$ |
4,737 |
|
|
$ |
4,462 |
|
Fuel and Purchased Power |
|
|
1,686 |
|
|
|
1,566 |
|
|
|
1,590 |
|
|
|
|
|
|
|
|
|
|
|
Gross Margin |
|
|
3,214 |
|
|
|
3,171 |
|
|
|
2,872 |
|
Operation and Maintenance |
|
|
1,422 |
|
|
|
1,336 |
|
|
|
1,308 |
|
Depreciation and Amortization |
|
|
764 |
|
|
|
809 |
|
|
|
640 |
|
Taxes Other Than Income |
|
|
277 |
|
|
|
252 |
|
|
|
241 |
|
Asset (Gains) and Losses, Net |
|
|
8 |
|
|
|
(6 |
) |
|
|
(26 |
) |
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
|
743 |
|
|
|
780 |
|
|
|
709 |
|
Other (Income) and Deductions |
|
|
277 |
|
|
|
294 |
|
|
|
283 |
|
Income Tax Provision |
|
|
149 |
|
|
|
161 |
|
|
|
149 |
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
$ |
317 |
|
|
$ |
325 |
|
|
$ |
277 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income as a Percent of Operating Revenues |
|
|
15 |
% |
|
|
16 |
% |
|
|
16 |
% |
Gross margin increased $43 million during 2007 and $299 million in 2006. The increase in 2007 was
attributed to higher margins due to returning sales from electric Customer Choice, the favorable
impact of a May 2007 MPSC order related to the 2005 PSCR reconciliation and weather related
impacts, partially offset by lower rates resulting primarily from the August 2006 settlement in the
MPSC show cause proceeding and the unfavorable impact of a September 2006 MPSC order related to the
2004 PSCR
40
reconciliation. The 2006 improvement was primarily due to increased rates due to the expiration of
the residential rate cap on January 1, 2006 and returning sales from electric Customer Choice,
partially offset by milder weather. Revenues include a component for the cost of power sold that is
recoverable through the PSCR mechanism.
The following table displays changes in various gross margin components relative to the comparable
prior period:
|
|
|
|
|
|
|
|
|
Increase (Decrease) in Gross Margin Components Compared to Prior Year |
|
2007 |
|
|
2006 |
|
(in Millions) |
|
|
|
|
|
|
|
|
Weather-related margin impacts |
|
$ |
31 |
|
|
$ |
(81 |
) |
Removal of residential rate caps effective January 1, 2006 |
|
|
|
|
|
|
186 |
|
Return of customers from electric Customer Choice |
|
|
43 |
|
|
|
156 |
|
Service territory economic performance |
|
|
28 |
|
|
|
(16 |
) |
Impact of 2006 MPSC show cause order |
|
|
(64 |
) |
|
|
|
|
Impact of 2005 MPSC PSCR reconciliation order |
|
|
38 |
|
|
|
|
|
Impact of 2004 MPSC PSCR reconciliation order |
|
|
(39 |
) |
|
|
26 |
|
Other, net |
|
|
6 |
|
|
|
28 |
|
|
|
|
|
|
|
|
Increase in gross margin |
|
$ |
43 |
|
|
$ |
299 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Power Generated and Purchased
(in Thousands of MWh) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Power Plant Generation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fossil |
|
|
42,359 |
|
|
|
72 |
% |
|
|
39,686 |
|
|
|
70 |
% |
|
|
40,756 |
|
|
|
73 |
% |
Nuclear |
|
|
8,314 |
|
|
|
14 |
|
|
|
7,477 |
|
|
|
13 |
|
|
|
8,754 |
|
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
50,673 |
|
|
|
86 |
|
|
|
47,163 |
|
|
|
83 |
|
|
|
49,510 |
|
|
|
89 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchased Power |
|
|
8,422 |
|
|
|
14 |
|
|
|
9,861 |
|
|
|
17 |
|
|
|
6,378 |
|
|
|
11 |
|
|
|
|
|
|
|
|
System Output |
|
|
59,095 |
|
|
|
100 |
% |
|
|
57,024 |
|
|
|
100 |
% |
|
|
55,888 |
|
|
|
100 |
% |
Less Line Loss and Internal Use |
|
|
(3,391 |
) |
|
|
|
|
|
|
(3,603 |
) |
|
|
|
|
|
|
(3,205 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net System Output |
|
|
55,704 |
|
|
|
|
|
|
|
53,421 |
|
|
|
|
|
|
|
52,683 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Unit Cost ($/MWh) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Generation (1) |
|
$ |
15.83 |
|
|
|
|
|
|
$ |
15.61 |
|
|
|
|
|
|
$ |
15.47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchased Power (2) |
|
$ |
62.40 |
|
|
|
|
|
|
$ |
53.71 |
|
|
|
|
|
|
$ |
89.37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Overall Average Unit Cost |
|
$ |
22.47 |
|
|
|
|
|
|
$ |
22.20 |
|
|
|
|
|
|
$ |
23.90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents fuel costs associated with power plants. |
|
(2) |
|
The change in purchased power costs were driven primarily by seasonal demand and coal and
gas prices. |
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Thousands of MWh) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Electric Sales |
|
|
|
|
|
|
|
|
|
|
|
|
Residential |
|
|
16,147 |
|
|
|
15,769 |
|
|
|
16,812 |
|
Commercial |
|
|
19,332 |
|
|
|
17,948 |
|
|
|
15,618 |
|
Industrial |
|
|
13,338 |
|
|
|
13,235 |
|
|
|
12,317 |
|
Wholesale |
|
|
2,902 |
|
|
|
2,826 |
|
|
|
2,329 |
|
Other |
|
|
398 |
|
|
|
402 |
|
|
|
390 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52,117 |
|
|
|
50,180 |
|
|
|
47,466 |
|
Interconnection sales (1) |
|
|
3,587 |
|
|
|
3,241 |
|
|
|
5,217 |
|
|
|
|
|
|
|
|
|
|
|
Total Electric Sales |
|
|
55,704 |
|
|
|
53,421 |
|
|
|
52,683 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electric Deliveries |
|
|
|
|
|
|
|
|
|
|
|
|
Retail and Wholesale |
|
|
52,117 |
|
|
|
50,180 |
|
|
|
47,466 |
|
Electric Customer Choice |
|
|
1,690 |
|
|
|
2,694 |
|
|
|
6,760 |
|
Electric
Customer ChoiceSelf Generators (2) |
|
|
549 |
|
|
|
909 |
|
|
|
518 |
|
|
|
|
|
|
|
|
|
|
|
Total Electric Sales and Deliveries |
|
|
54,356 |
|
|
|
53,783 |
|
|
|
54,744 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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. |
41
Operation and maintenance expense increased $86 million in 2007 and $28 million in 2006. The
increase in 2007 is primarily due to EBS implementation costs of $30 million, higher storm expenses
of $22 million, increased uncollectible expense of $22 million and higher corporate support
expenses of $20 million. The 2006 increase was primarily due to increased distribution system
maintenance of $35 million and increased plant outage costs of $33 million, partially offset by $36
million of lower storm expenses.
Depreciation and amortization expense decreased $45 million in 2007 and increased $169 million in
2006. The 2007 decrease was due primarily to a 2006 net stranded cost write-off of $112 million
related to the September 2006 MPSC order regarding stranded costs and a $13 million decrease in our
asset retirement obligation at our Fermi 1 nuclear facility, partially offset by $58 million of
increased amortization of regulatory assets and $13 million of higher depreciation expense due to
increased levels of depreciable plant assets. Amortization of prior year deferred CTA costs
amounted to $10 million in 2007. The 2006 increase was due to a $112 million net stranded cost
write-off related to the September 2006 MPSC order regarding stranded costs and a $19 million
increase in our asset retirement obligation at our Fermi 1 nuclear facility. In 2006, we also had
increased amortization of regulatory assets of $19 million related to electric Customer Choice and
$8 million related to our securitized assets.
Asset (gains) and losses, net gain decreased $14 million in 2007 due to a $13 million reserve for a
loan guaranty related to Detroit Edisons former ownership of a steam heating business now owned by
Thermal Ventures II, LP (Thermal). The 2006 decrease resulted primarily from our 2005 sale of land
near our headquarters in Detroit, Michigan.
Other (income) and deductions expense decreased $17 million in 2007 and increased $11 million in
2006. The 2007 decrease is attributable to a $10 million contribution to the DTE Energy Foundation
in 2006 that did not re-occur in 2007, $3 million of higher interest income and $17 million of
increased miscellaneous utility related services, partially offset by $16 million of higher
interest expense. The 2006 increase is primarily attributable to higher interest expense due to
increased long-term debt.
Outlook We will move forward in our efforts to continue to improve the operating performance of
Detroit Edison. We continue to resolve outstanding regulatory issues and continue to pursue
additional regulatory and/or legislative solutions for structural problems within the Michigan
electric market structure, primarily electric Customer Choice and the need to adjust rates for each
customer class to reflect the full cost of service. We are also seeking regulatory reform to insure
more timely cost recovery and resolution of rate cases. Looking forward, additional issues, such as
rising prices for coal, health care and higher levels of capital spending, will result in us taking
meaningful action to address our costs while continuing to provide quality customer service. We
will utilize the DTE Energy Operating System and the Performance Excellence Process to seek
opportunities to improve productivity, remove waste and decrease our costs while improving customer
satisfaction.
Long term, we will be required to invest an estimated $2.4 billion on emission controls through
2018. We intend to seek recovery of these investments in future rate cases.
Additionally, our service territory may require additional generation capacity. A new base-load
generating plant has not been built within the State of Michigan in over 20 years. Should our
regulatory environment be conducive to such a significant capital expenditure, we may build,
upgrade or co-invest in a base-load coal facility or a new nuclear plant. While we have not decided
on construction of a new base-load nuclear plant, in February 2007, we announced that we will
prepare a license application for construction and operation of a new nuclear power plant on the
site of Fermi 2. By completing the license application before the end of 2008, we may qualify for
financial incentives under the Federal Energy Policy Act of 2005. We are also studying the possible
transfer of a gas-fired peaking electric generating plant from our non-utility operations to our
electric utility to support future power generation requirements.
The following variables, either in combination or acting alone, could impact our future results:
|
|
|
amount and timing of cost recovery allowed as a result of regulatory proceedings,
related appeals, |
42
|
|
|
or new legislation; |
|
|
|
|
our ability to reduce costs and maximize plant and distribution system performance; |
|
|
|
|
variations in market prices of power, coal and gas; |
|
|
|
|
economic conditions within the State of Michigan; |
|
|
|
|
weather, including the severity and frequency of storms; |
|
|
|
|
levels of customer participation in the electric Customer Choice program; and |
|
|
|
|
potential new federal and state environmental, renewable energy and energy efficiency
requirements. |
We expect cash flows and operating performance will continue to be at risk due to the electric
Customer Choice program until the issues associated with this program are adequately addressed. We
will accrue as regulatory assets any future unrecovered generation-related fixed costs (stranded
costs) due to electric Customer Choice that we believe are recoverable under Michigan legislation
and MPSC orders. We cannot predict the outcome of these matters. See Note 5 of the Notes to
Consolidated Financial Statements in Item 8 of this Report.
In January 2007, the MPSC submitted the State of Michigans 21st Century Energy Plan to the
Governor of Michigan. The plan recommends that Michigans future energy needs be met through a
combination of renewable resources and cleanest generating technology, with significant energy
savings achieved by increased energy efficiency. The plan also recommends:
|
|
|
a requirement that all retail electric suppliers obtain at least 10 percent of their
energy supplies from renewable resources by 2015; |
|
|
|
|
an opportunity for utility-built generation, contingent upon the granting of a
certificate of need and competitive bidding of engineering, procurement and construction
services; |
|
|
|
|
investigating the cost of a requirement to bury certain power lines; and |
|
|
|
|
creation of a Michigan Energy Efficiency Program, administered by a third party under
the direction of the MPSC with initial funding estimated at $68 million. |
In December 2007, a package of bills to reform Michigans electric market was introduced in the
Michigan legislature. Key elements of the package would modify Michigans electric Customer Choice
program, begin the process of de-skewing regulated electric rates, provide for the creation of
economic development rates, establish a process for authorizing the construction of new baseload
power plants, provide for regulatory reform to insure more timely cost recovery and resolution of
rate cases, establish renewable energy standards and create an energy efficiency program.
We continue to review the energy plan and monitor legislative action on some of its components.
Without knowing how or if the plan will be fully implemented, we are unable to predict the impact
on the Company of the implementation of the plan.
43
GAS UTILITY
Our Gas Utility segment consists of MichCon and Citizens.
Factors impacting income: Gas Utilitys net income increased $20 million in 2007 and $13 million in
2006. The 2007 and 2006 increases were due primarily to higher gross margins.
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Operating Revenues |
|
$ |
1,875 |
|
|
$ |
1,849 |
|
|
$ |
2,138 |
|
Cost of Gas |
|
|
1,164 |
|
|
|
1,157 |
|
|
|
1,490 |
|
|
|
|
|
|
|
|
|
|
|
Gross Margin |
|
|
711 |
|
|
|
692 |
|
|
|
648 |
|
Operation and Maintenance |
|
|
429 |
|
|
|
431 |
|
|
|
424 |
|
Depreciation and Amortization |
|
|
93 |
|
|
|
94 |
|
|
|
95 |
|
Taxes Other Than Income |
|
|
56 |
|
|
|
53 |
|
|
|
43 |
|
Asset (Gains) and Losses, Net |
|
|
(3 |
) |
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
|
136 |
|
|
|
114 |
|
|
|
82 |
|
Other (Income) and Deductions |
|
|
43 |
|
|
|
53 |
|
|
|
47 |
|
Income Tax Provision (Benefit) |
|
|
23 |
|
|
|
11 |
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
Net Income |
|
$ |
70 |
|
|
$ |
50 |
|
|
$ |
37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income as a Percent of Operating Revenues |
|
|
7 |
% |
|
|
6 |
% |
|
|
4 |
% |
Gross margin increased $19 million and $44 million in 2007 and 2006, respectively. The increase in
2007 is primarily due to $21 million from the favorable effects of weather in 2007 and $28 million
related to an increase in midstream services including storage and transportation, partially offset
by a $26 million unfavorable impact in lost gas recognized and $7 million in GCR disallowances. The
increase in 2006 is primarily due to $15 million in higher base rates and $22 million in higher
revenue associated with the uncollectible expense tracking mechanism authorized by the MPSC in the
April 2005 gas rate order. Additionally, 2006 was impacted by a $17 million favorable impact in
lost gas recognized and an increase of $24 million in midstream services including storage and
transportation. Partially offsetting these increases were declines of $31 million due to warmer
than normal weather and $26 million as a result of customer conservation and lower volumes. The
comparability of 2006 to 2005 is also affected by an adjustment we recorded in the first quarter of
2005 related to an April 2005 MPSC order in our 2002 GCR reconciliation case that disallowed $26
million representing unbilled revenues at December 31, 2001. Revenues include a component for the cost
of gas sold that is recoverable through the GCR mechanism.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Gas Markets (in Millions) |
|
|
|
|
|
|
|
|
|
|
|
|
Gas sales |
|
$ |
1,536 |
|
|
$ |
1,541 |
|
|
$ |
1,860 |
|
End user transportation |
|
|
140 |
|
|
|
135 |
|
|
|
134 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,676 |
|
|
|
1,676 |
|
|
|
1,994 |
|
Intermediate transportation |
|
|
59 |
|
|
|
69 |
|
|
|
58 |
|
Storage and other |
|
|
140 |
|
|
|
104 |
|
|
|
86 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,875 |
|
|
$ |
1,849 |
|
|
$ |
2,138 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gas Markets (in Bcf) |
|
|
|
|
|
|
|
|
|
|
|
|
Gas sales |
|
|
148 |
|
|
|
138 |
|
|
|
168 |
|
End user transportation |
|
|
132 |
|
|
|
136 |
|
|
|
157 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
280 |
|
|
|
274 |
|
|
|
325 |
|
Intermediate transportation |
|
|
399 |
|
|
|
373 |
|
|
|
432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
679 |
|
|
|
647 |
|
|
|
757 |
|
|
|
|
|
|
|
|
|
|
|
Operation and maintenance expense decreased $2 million in 2007 and increased $7 million in 2006.
The 2007 decrease was attributed to $4 million of lower uncollectible expense and $4 million of
reduced corporate support expenses, partially offset by $5 million in increased EBS implementation
costs. The 2006 increase is due to $14 million of higher uncollectible expense and $24 million in
implementation
44
costs associated with our Performance Excellence Process, partially offset by $9
million of lower injuries and damages expenses and lower labor and employee incentives. The
comparability of 2006 to 2005 was affected by an adjustment we recorded in the second quarter of
2005 for the disallowance of $11 million in environmental costs due to the April 2005 gas rate
order and the requirement to defer negative pension expense as a regulatory liability.
Additionally, the comparability was impacted by the DTE Energy parent company no longer allocating
$9 million of merger-related interest to MichCon effective in April 2005.
Asset (gains) and losses, net gain increased $3 million in 2007 and increased $4 million in 2006.
The 2007 increase is attributable to the sale of base gas. The 2006 increase is attributable to the
write-off of certain computer equipment and related depreciation resulting from the April 2005 gas
rate order.
Outlook Operating results are expected to vary due to regulatory proceedings, weather, changes in
economic conditions, customer conservation, process improvements and base gas sales. Higher gas
prices and economic conditions have resulted in continued pressure on receivables and working
capital requirements that are partially mitigated by the MPSCs uncollectible true-up mechanism and
GCR mechanism.
We will continue to utilize the DTE Energy Operating System and the Performance Excellence Process
to seek opportunities to improve productivity, remove waste and decrease our costs while improving
customer satisfaction.
NON-UTILITY OPERATIONS
Coal and Gas Midstream
Our Coal and Gas Midstream segment consists of Coal Transportation and Marketing and the Pipelines,
Processing and Storage businesses.
Factors impacting income: Net income increased $3 million and $5 million in 2007 and 2006,
respectively. Net income was higher in 2007 due to higher midstream gas storage revenues, offset by
increased overhead related to legal expenses.
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Operating Revenues |
|
$ |
837 |
|
|
$ |
707 |
|
|
$ |
707 |
|
Operation and Maintenance |
|
|
747 |
|
|
|
628 |
|
|
|
653 |
|
Depreciation and
Amortization |
|
|
8 |
|
|
|
4 |
|
|
|
3 |
|
Taxes Other Than Income |
|
|
5 |
|
|
|
5 |
|
|
|
4 |
|
Asset (Gains) and Losses, Net |
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
|
78 |
|
|
|
70 |
|
|
|
47 |
|
Other (Income) and Deductions |
|
|
(5 |
) |
|
|
(8 |
) |
|
|
(20 |
) |
Income Tax Provision |
|
|
30 |
|
|
|
28 |
|
|
|
22 |
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
$ |
53 |
|
|
$ |
50 |
|
|
$ |
45 |
|
|
|
|
|
|
|
|
|
|
|
Operating revenues increased $130 million in 2007 and remained the same in 2006. In 2007, revenues
were impacted by increases in our Coal and Transportation business based on higher synfuel related
volumes and increases in trading volumes related to both coal and emissions. Revenues were also
favorably impacted by higher midstream gas storage revenues in our Pipelines, Processing and
Storage business. In 2006, our Coal Transportation and Marketing business experienced lower synfuel
related volumes, which were offset by an increase in storage revenues in the Pipelines, Processing
and Storage business.
Operation and maintenance expense increased $119 million in 2007 and decreased $25 million in 2006.
The 2007 increase was due to increased Coal Transportation and Marketing volume related to higher
synfuel related volumes and higher trading volumes related to coal and emissions.
45
The 2006 decrease was due to decreased expenses at our Coal Transportation and Marketing
business due to decreased marketing volume.
Other (income) and deductions income decreased $3 million in 2007 and $12 million in 2006. The 2007
and 2006 decreases are primarily attributable to higher interest expense as a result of our
expansion of owned storage.
Outlook In 2008, we expect to see a decrease in net income since approximately $11 million of our
2007 Coal Transportation and Marketing net income was dependent upon our Synfuel operations that
ceased operations at the end of 2007. Beyond 2008, we expect to continue to grow our Coal
Transportation and Marketing business in a manner consistent with, and complementary to, the growth
of our other business segments.
Our Pipelines, Processing and Storage business expects to continue its steady growth plan. In April
2007, Washington 28 received MPSC approval to increase working gas storage capacity by over 6 Bcf
to a total of 16 Bcf by April 2008. In June 2007, Washington 10 received MPSC approval to develop
the Shelby 2 storage field which will increase the working gas storage capacity of Washington 10
over the next two years by 8 Bcf to a total of 74 Bcf. Vector Pipeline placed into service its
Phase 1 expansion for approximately 200 MMcf/d in November 2007. This project is fully supported by
customers with long-term agreements. In addition, Vector Pipeline requested permission from the
FERC in the fourth quarter of 2007 to build one more compressor station and to expand the Vector
Pipeline by approximately 100 MMcf/d, with a proposed in-service date of November 1, 2009. Adding
another compressor station will bring the system from its current capacity of about 1.2 Bcf/d up to
1.3 Bcf/d in 2009. Pipelines, Processing and Storage has a 26 percent ownership interest in
Millennium Pipeline which commenced construction in June 2007 and is scheduled to be in service in
late 2008. We plan to expand existing assets and develop new assets which are typically supported
with long-term customer commitments.
Unconventional Gas Production
Our Unconventional Gas Production business is engaged in natural gas exploration, development and
production primarily within the Barnett shale in north Texas. On June 29, 2007, we sold our Antrim
shale gas exploration and production business in the northern lower peninsula of Michigan for gross
proceeds of $1.262 billion. The gain on sale is included in the Corporate & Other segment. See Note
3 of the Notes to Consolidated Financial Statements in Item 8 of this Report.
Factors impacting income: Net income decreased $226 million in 2007 and increased $5 million in
2006. The significant decline in results in 2007 reflects the recording of losses on financial
contracts that hedged our price risk exposure related to expected Antrim gas production and sales
and impairments of our southern expansion area of the Barnett shale in 2007. The 2006 results
were primarily impacted by an increase in Barnett shale production and an increase in net gas
prices for Antrim shale. Partially offsetting these revenue increases were higher operating and
depletion expenses associated with increased production and the operation of new wells.
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Operating Revenues |
|
$ |
(228 |
) |
|
$ |
99 |
|
|
$ |
74 |
|
Operation and Maintenance |
|
|
36 |
|
|
|
37 |
|
|
|
30 |
|
Depreciation, Depletion and
Amortization |
|
|
22 |
|
|
|
27 |
|
|
|
20 |
|
Taxes Other Than Income |
|
|
8 |
|
|
|
11 |
|
|
|
11 |
|
Asset (Gains) and Losses, Net |
|
|
27 |
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income (Loss) |
|
|
(321 |
) |
|
|
27 |
|
|
|
13 |
|
Other (Income) and Deductions |
|
|
13 |
|
|
|
13 |
|
|
|
8 |
|
Income Tax Provision (Benefit) |
|
|
(117 |
) |
|
|
5 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) |
|
$ |
(217 |
) |
|
$ |
9 |
|
|
$ |
4 |
|
|
|
|
|
|
|
|
|
|
|
46
Operating revenues decreased $327 million in 2007. The decrease for 2007 was due to the recording
of $323 million of losses on financial contracts that hedged our price risk exposure related to
expected Antrim gas production and sales through 2013. These financial contracts were accounted for
as cash flow hedges, with changes in estimated fair value of the contracts reflected in other
comprehensive income. Upon the sale of Antrim, the financial contracts no longer qualified as cash
flow hedges. The contracts were retained and offsetting financial contracts were put into place to
effectively settle these positions. As a result of these transactions and market research performed
by the Company, we gained additional insight and visibility into the value ascribed to these
contracts by third party market participants for the duration of the contracts. In conjunction with
the Antrim sale and effective settlement of these contract positions, Antrim reclassified amounts
held in Accumulated other comprehensive income and recorded the effective settlements, reducing
operating revenues in 2007 by $323 million. Operating revenues increased $25 million in 2006 due to
increased Barnett shale production.
Assets (gains) and losses, net decreased $30 million in 2007 primarily due to the recording of
impairment losses of $27 million in 2007 related to the write-off of unproved properties and the
expiration of leases in the southern expansion area of the Barnett shale.
Outlook On January 15, 2008, we sold a portion of our Barnett shale properties for gross proceeds
of approximately $250 million, subject to post-closing adjustments. We will recognize a gain on the
sale in the first quarter of 2008. The properties in the sale included 186 billion cubic feet of
proved and probable reserves on approximately 11,000 net acres in the core area of the Barnett
shale.
We plan to retain our holdings in the western portion of the Barnett shale and anticipate
significant opportunities to develop our current position while accumulating additional acreage in
and around our existing assets.
Current natural gas prices and successes within the Barnett shale are resulting in additional
capital being invested into the area. The competition for opportunities and goods and services may
result in increased operating costs, however, our experienced Barnett shale personnel provide an
advantage in addressing potential cost increases.
We invested approximately $140 million in the Barnett shale in 2007. During 2007, Barnett shale
production was approximately 7.7 Bcfe of natural gas compared with approximately 4.1 Bcfe in 2006.
Power and Industrial Projects
The Power and Industrial Projects segment is comprised primarily of projects that deliver
utility-type products and services to industrial, commercial and institutional customers, and
biomass energy projects.
Factors impacting income: Net income was $30 million in 2007 compared to a net loss of $80 million
in 2006. The 2006 period reflects impairments at various businesses and projects.
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Operating Revenues |
|
$ |
473 |
|
|
$ |
409 |
|
|
$ |
428 |
|
Operation and Maintenance |
|
|
409 |
|
|
|
366 |
|
|
|
329 |
|
Depreciation and Amortization |
|
|
39 |
|
|
|
48 |
|
|
|
48 |
|
Taxes other than Income |
|
|
11 |
|
|
|
12 |
|
|
|
14 |
|
Asset (Gains) and Losses, Reserves and Impairments, Net |
|
|
|
|
|
|
75 |
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
Operating Income (Loss) |
|
|
14 |
|
|
|
(92 |
) |
|
|
38 |
|
Other (Income) and Deductions |
|
|
(13 |
) |
|
|
43 |
|
|
|
4 |
|
Minority Interest |
|
|
2 |
|
|
|
1 |
|
|
|
37 |
|
Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision (Benefit) |
|
|
6 |
|
|
|
(44 |
) |
|
|
5 |
|
Production Tax Credits |
|
|
(11 |
) |
|
|
(12 |
) |
|
|
(12 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(5 |
) |
|
|
(56 |
) |
|
|
(7 |
) |
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) |
|
$ |
30 |
|
|
$ |
(80 |
) |
|
$ |
4 |
|
|
|
|
|
|
|
|
|
|
|
47
Operating revenues increased $64 million in 2007 reflecting a new long-term utility services
contract with a large automotive company, higher coke prices and sales volumes in addition to
higher volumes at several other projects. Additionally, revenue was earned for a one-time success
fee from the sale of an asset we operated for a third party. Revenues in 2006 decreased $19 million
due primarily to lower coke prices and lower pulverized coal sales. The 2006 decrease was partially
offset by increased revenue from our on-site energy projects, reflecting the addition of new
facilities, completion of new long-term utility services contracts with a large automotive company
and a large manufacturer of paper products.
Operation and maintenance expense increased $43 million in 2007 and $37 million in 2006. The
increases resulted from higher costs related to the addition of new facilities, a new long-term
utility services contract with a large automotive company and higher volumes at several other
projects.
Depreciation and amortization expense decreased $9 million in 2007 due primarily to the suspension
of $6 million of depreciation expense in the fourth quarter of 2007 related to the assets held for
sale, the sale of a generation facility during the year and reduced depreciation expense as a
result of asset impairments at several biomass landfill sites in 2006.
Asset (gains) and losses, reserves and impairments, net expense decreased $75 million in 2007 and
increased $76 million in 2006. In 2006, we recorded a $42 million impairment for one of our 100%
owned natural gas-fired generating plants and a $14 million impairment at our landfill gas recovery
unit relating to the write-down of long-lived assets at several landfill sites. Also, during 2006,
we recorded a pre-tax impairment loss of $19 million for the write down of fixed assets and patents
at our waste coal recovery business.
Other (income) and deductions expense decreased $56 million in 2007 and increased $39 million in
2006 primarily due to a realized gain of $8 million on the sale of a 50 percent equity interest in
a natural gas-fired generating plant, a $4 million gain recognized in 2007 on an installment sale
of a coke battery facility, a reduction of $5 million in interest expense and a $32 million
impairment of a 51% equity interest in a natural gas-fired generating plant in 2006.
Outlook We expect to sell a 50 percent interest in a portfolio of select Power and Industrial
Projects. In addition to the proceeds that the Company will receive from the sale of the 50 percent
equity interest, the company that will own the Projects will obtain debt financing and the proceeds
will be distributed to DTE Energy immediately prior to the sale of the equity interest. The total
gross proceeds the Company will receive are expected to approximate $650 million. The Company
expects to complete the transaction in the first half of 2008. This timing, however, is highly
dependent on availability of acceptable financing terms in the credit markets. As a result, the
Company cannot predict the timing with certainty. The Company expects to recognize a gain upon
completion of the transaction. In conjunction with the sale, the Company will enter into a
management services agreement to manage the day-to-day operations of the Projects and to act as the
managing member of the company that owns the Projects. We plan to account for our 50 percent
ownership interest in the company that will own the portfolio of projects using the equity method.
See Note 3 of the Notes to Consolidated Financial Statements in Item 8 of this Report.
We have entered into a purchase and sale agreement to acquire the equity interests in a coke
battery, with an estimated acquisition price of $75 million. The closing of this acquisition is
contingent upon the signing of a long-term coke sales agreement, which is currently in negotiation.
We expect to close on this acquisition in the first half of 2008.
Power and Industrial Projects will continue leveraging its extensive energy-related operating
experience and project management capability to develop and grow the on-site energy business.
48
Energy Trading
Our Energy Trading segment focuses on physical power and gas marketing, structured transactions,
enhancement of returns from DTE Energys asset portfolio, optimization of contracted natural gas
pipelines and storage, and power transmission and generating capacity positions.
Factors impacting income: Net income decreased $64 million in 2007 and increased $139 million in
2006. The decrease in 2007 was attributable to lower gross margins and an increase in other
deductions. The 2006 increase is attributed to increased mark-to-market and realized power and gas
positions that resulted from significant 2005 mark-to-market losses on derivative contracts used to
economically hedge our gas in storage and forward power contracts.
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Operating Revenues |
|
$ |
955 |
|
|
$ |
830 |
|
|
$ |
977 |
|
Fuel, Purchased Power and Gas |
|
|
807 |
|
|
|
616 |
|
|
|
984 |
|
|
|
|
|
|
|
|
|
|
|
Gross Margin |
|
|
148 |
|
|
|
214 |
|
|
|
(7 |
) |
Operation and Maintenance |
|
|
58 |
|
|
|
65 |
|
|
|
43 |
|
Depreciation and Amortization |
|
|
5 |
|
|
|
6 |
|
|
|
4 |
|
Taxes Other Than Income |
|
|
1 |
|
|
|
1 |
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
Operating Income (Loss) |
|
|
84 |
|
|
|
142 |
|
|
|
(53 |
) |
Other (Income) and Deductions |
|
|
35 |
|
|
|
(3 |
) |
|
|
13 |
|
Income Tax Provision (Benefit) |
|
|
17 |
|
|
|
49 |
|
|
|
(23 |
) |
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) |
|
$ |
32 |
|
|
$ |
96 |
|
|
$ |
(43 |
) |
|
|
|
|
|
|
|
|
|
|
Gross margin decreased $66 million in 2007 and increased $221 million in 2006. The 2007 decrease is
attributed to approximately $30 million of unrealized losses for gas contracts related to revisions
of valuation estimates for the long-dated portion of our energy contracts. Timing differences from
2005 that largely reversed and favorably impacted 2006 margin caused $11 million of realized
unfavorability in 2007. Additionally, margins were unfavorably impacted by $13 million of lower
realized gains from reduced merchant storage capacity in 2007 and $12 million of unfavorability in
realized power positions. The 2006 increase is attributed to a $168 million mark-to-market increase
on power and gas positions and a $57 million increase in realized power and gas positions. The 2006
results reflect the timing differences from 2005 that largely reversed and favorably impacted
earnings.
Operation and maintenance expense decreased $7 million in 2007 and increased $22 million in 2006.
The 2007 decrease was due primarily to lower incentive expenses of $7 million. The 2006 increase
was due to higher incentive expenses of $14 million resulting from our strong economic performance
and higher corporate allocation charges of $10 million.
Other (income) and deductions expense increased by $38 million in 2007 and decreased by $16 million
in 2006. The 2007 increase is due to mark-to-market unfavorability on foreign currency swaps that
economically hedge exposure on anticipated power sales and existing transportation positions that
settle in Canadian dollars. The 2006 decrease is attributable to $6 million of lower intercompany
interest expense and $8 million of higher affiliate interest income resulting from favorable
operating cash flows to fund intercompany loans.
Outlook - Significant portions of the Energy Trading portfolio are economically hedged. The
portfolio includes financial instruments and gas inventory, as well as capacity positions of
natural gas storage, natural gas pipelines, and power transmission and full requirements contracts.
The financial instruments are deemed derivatives, whereas the owned gas inventory, pipelines,
transmission contracts, certain full requirements contracts and storage assets are not derivatives.
As a result, we will experience earnings volatility as derivatives are marked-to-market without
revaluing the underlying non-derivative assets. The majority of such earnings volatility is
associated with the natural gas storage cycle, which does not coincide with the calendar year, but
runs annually from April of one year to March of the next year. Our
strategy is to economically manage the price risk of storage with futures and over-the-counter
forwards and swaps. This results in gains and losses that are recognized in different interim and
annual accounting periods.
49
See Fair Value of Contracts section that follows.
CORPORATE & OTHER
Corporate & Other includes various corporate staff functions. As these functions support the entire
Company, their costs are fully allocated to the various segments based on services utilized.
Therefore, the effect of the allocation on each segment can vary from year to year. Additionally,
Corporate & Other holds certain non-utility debt and energy-related investments.
Factors impacting income: Corporate & Other results increased by $563 million in 2007, which is
primarily attributable to the gain on the sale of the Antrim shale gas exploration and production
business of approximately $900 million ($580 million after-tax). Corporate & Other results declined
by $9 million in 2006, primarily due to higher Michigan Single Business Taxes.
DISCONTINUED OPERATIONS
Synthetic Fuel
We discontinued the operations of our synthetic fuel production facilities throughout the United
States as of December 31, 2007. Synfuel plants chemically changed coal and waste coal into a
synthetic fuel as determined under the Internal Revenue Code. Production tax credits were provided
for the production and sale of solid synthetic fuel produced from coal and were available through
December 31, 2007.
Factors impacting income: Synthetic Fuel net income increased $157 million in 2007 and decreased
$257 million in 2006. The increase in 2007 was due to synfuel production occurring throughout the
year in comparison to 2006 when production was idled at all nine of our synfuel facilities from May
to October 2006 and higher income from oil price hedges, partially offset by a higher phase-out of
production tax credits due to high oil prices. The decline in 2006 was also due to higher oil
prices resulting in reduced gains from selling interests in our synfuel plants, lower levels of
production tax credits and asset impairments and reserves.
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Operating Revenues |
|
$ |
1,069 |
|
|
$ |
863 |
|
|
$ |
927 |
|
Operation and Maintenance |
|
|
1,265 |
|
|
|
1,019 |
|
|
|
1,167 |
|
Depreciation and
Amortization |
|
|
(6 |
) |
|
|
24 |
|
|
|
58 |
|
Taxes other than Income |
|
|
5 |
|
|
|
12 |
|
|
|
20 |
|
Asset (Gains) and Losses,
Reserves and Impairments,
Net (1) |
|
|
(280 |
) |
|
|
40 |
|
|
|
(367 |
) |
|
|
|
|
|
|
|
|
|
|
Operating Income (Loss) |
|
|
85 |
|
|
|
(232 |
) |
|
|
49 |
|
Other (Income) and Deductions |
|
|
(9 |
) |
|
|
(20 |
) |
|
|
(34 |
) |
Minority Interest |
|
|
(188 |
) |
|
|
(251 |
) |
|
|
(318 |
) |
Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
Provision (Benefit) |
|
|
98 |
|
|
|
14 |
|
|
|
139 |
|
Production Tax Credits |
|
|
(21 |
) |
|
|
(23 |
) |
|
|
(43 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
77 |
|
|
|
(9 |
) |
|
|
96 |
|
|
|
|
|
|
|
|
|
|
|
Net Income (1) |
|
$ |
205 |
|
|
$ |
48 |
|
|
$ |
305 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes intercompany pre-tax gain of $32 million ($21 million after-tax) for
2007. |
Operating revenues increased $206 million in 2007 and decreased $64 million in 2006 due to synfuel
production occurring throughout 2007 in comparison to 2006 when production was idled at all nine of
our synfuel facilities from May to October 2006.
Operation and maintenance expense increased $246 million in 2007 and decreased $148 million in 2006
due to synfuel production occurring throughout 2007 in comparison to 2006 when production was idled
at all nine of our synfuel facilities from May to October 2006.
50
Depreciation and amortization expense was lower by $30 million in 2007 and $34 million in 2006 as a
result of reductions in asset retirement obligations in 2007 and the impairment of fixed assets at
all nine synfuel projects in 2006.
Asset (gains) and losses, reserves and impairments, net gain increased $320 million in 2007 and
decreased $407 million in 2006. The increase in gains in 2007 reflects the annual partner payment
adjustment, recognition of certain fixed gains that were reserved during the comparable 2006
period, higher hedge gains and the impact of one-time impairment charges and fixed note reserves
recorded in 2006. In 2007 and 2006, we deferred gains from the sale of the synfuel facilities,
including a portion of gains related to fixed payments. Due to the increase in oil prices, we
recorded accruals for contractual partners obligations of $130 million in 2007 and $79 million in
2006 reflecting the probable refund of amounts equal to our partners capital contributions or for
operating losses that would normally be paid by our partners. In 2007, we reversed $3 million of
other synfuel-related reserves and impairments and in 2006 recorded $78 million of other
synfuel-related reserves and impairments. To economically hedge our exposure to the risk of an
increase in oil prices and the resulting reduction in synfuel sales proceeds, we entered into
derivative and other contracts. The derivative contracts are marked-to-market with changes in their
fair value recorded as an adjustment to synfuel gains. We recorded net 2007 synfuel hedge
mark-to-market gains of $196 million compared with net 2006 synfuel hedge mark-to-market gains of
$60 million. See Note 15 of the Notes to Consolidated Financial Statements in Item 8 of this
Report.
The following table displays the various pre-tax components that comprise the determination of
synfuel gains and losses in 2007, 2006 and 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
|
|
|
|
|
|
|
|
Components of Asset (Gains) Losses, Reserves and |
|
|
|
|
|
|
|
|
|
Impairments, Net |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Gains recognized associated with fixed payments |
|
$ |
(172 |
) |
|
$ |
(43 |
) |
|
$ |
(132 |
) |
Gains recognized associated with variable payments |
|
|
(39 |
) |
|
|
(14 |
) |
|
|
(187 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves recorded for contractual partners obligations |
|
|
130 |
|
|
|
79 |
|
|
|
|
|
Other reserves and impairments, including
partners share (1) |
|
|
(3 |
) |
|
|
78 |
|
|
|
|
|
Hedge (gains) losses: |
|
|
|
|
|
|
|
|
|
|
|
|
Hedges for 2005 exposure |
|
|
|
|
|
|
|
|
|
|
(2 |
) |
Hedges for 2006 exposure |
|
|
|
|
|
|
(66 |
) |
|
|
(40 |
) |
Hedges for 2007 exposure |
|
|
(196 |
) |
|
|
6 |
|
|
|
(6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(280 |
) |
|
$ |
40 |
|
|
$ |
(367 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes $70 million in 2006, representing our partners share of the asset impairment,
included in Minority Interest. |
Minority interest decreased by $63 million and $67 million in 2007 and 2006, respectively. The
amounts reflect our partners share of operating losses associated with synfuel operations, as well
as our partners $70 million share of the asset impairment charges in 2006. The 2007 decrease
reflects the decreased operating losses due to the 2006 one-time impairment charges, partially
offset by increased production in 2007. The decrease in 2006 reflects reduced operating losses due
to the idling of production at all nine of our synfuel facilities from May to October 2006,
partially offset by our partners $70 million share of the asset impairment. The sale of interests
in our synfuel facilities during prior periods resulted in allocating a larger percentage of such
losses to our partners.
Income taxes increased $86 million in 2007 and decreased $105 million in 2006, reflecting changes
in pre-tax income due to synfuel-related gains, loss reserves and the impairment of fixed assets in
2006.
Outlook Synfuel production ceased on December 31, 2007. The value of a production tax credit is
adjusted annually by an inflation factor and published annually by the Internal Revenue Service
(IRS). The value is reduced if the Reference Price of a barrel of oil exceeds certain thresholds.
The actual tax credit phase-out for 2007 will not be certain until the Reference Price is published
by the IRS in April 2008, and is not expected to result in a material impact to the 2008 financial
statements.
51
DTE Georgetown (Georgetown)
In the fourth quarter of 2006, management approved the marketing of Georgetown, an 80 MW natural
gas-fired peaking electric generating plant, for sale. In December 2006, Georgetown met the SFAS
No. 144 criteria of an asset held for sale and we reported its operating results as a
discontinued operation. The plant was sold in July 2007, resulting in gross proceeds of
approximately $23 million, which approximated our carrying value. Georgetown did not have
significant business activity in 2007 and 2006.
DTE Energy Technologies (Dtech)
Dtech assembled, marketed, distributed and serviced distributed generation products, provided
application engineering, and monitored and managed on-site generation system operations. In July
2005, management approved the restructuring of this business, resulting in the identification of
certain assets and liabilities to be sold or abandoned, primarily associated with standby and
continuous duty generation sales and service. Dtech did not have significant business activity in
2007 or 2006.
See Note 3 of the Notes to Consolidated Financial Statements in Item 8 of this Report.
CUMULATIVE EFFECT OF ACCOUNTING CHANGES
Effective January 1, 2007, we adopted FASB Interpretation No. (FIN) 48, Accounting for Uncertainty
in Income Taxes an interpretation of FASB Statement No. 109. The cumulative effect of the
adoption of FIN 48 represented a $5 million reduction to the January 1, 2007 balance of retained
earnings.
Effective January 1, 2006, we adopted SFAS No. 123(R), Share-Based Payment, using the modified
prospective transition method. The cumulative effect of the adoption of SFAS 123(R) was an
increase in net income of $1 million as a result of estimating forfeitures for previously granted
stock awards and performance shares.
In the fourth quarter of 2005, we adopted FIN 47, Accounting for Conditional Asset Retirement
Obligations, an interpretation of SFAS No. 143 that required additional new accounting rules for
asset retirement obligations. The cumulative effect of adopting these new accounting rules reduced
2005 earnings by $3 million.
CAPITAL RESOURCES AND LIQUIDITY
Cash Requirements
We use cash to maintain and expand our electric and gas utilities and to grow our non-utility
businesses, retire and pay interest on long-term debt and pay dividends. During 2007, our cash
requirements were met primarily through operations and short-term borrowings. We believe that we
will have sufficient internal and external capital resources to fund anticipated capital and
operating requirements.
Our strategic direction anticipates base level capital investments and expenditures for existing
businesses in 2008 of up to $1.2 billion. The capital needs of our utilities will increase due
primarily to environmental
related expenditures. We may spend an additional $300 million on growth-related projects within
our non-utility businesses in 2008.
Capital spending is expected to increase in 2008 due to higher environmental expenditures. We
incurred environmental expenditures of approximately $219 million in 2007 and we expect
over $2 billion of future capital expenditures through 2018 to satisfy both existing and proposed new
requirements.
52
We expect non-utility capital spending will approximate $200 million to $350 million annually for
the next several years. Capital spending for growth of existing or new businesses will depend on
the existence of opportunities that meet our strict risk-return and value creation criteria.
Debt maturing or remarketing in 2008 totals approximately $450 million.
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flow From (Used For) |
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
971 |
|
|
$ |
433 |
|
|
$ |
537 |
|
Depreciation, depletion and amortization |
|
|
926 |
|
|
|
1,014 |
|
|
|
872 |
|
Deferred income taxes |
|
|
144 |
|
|
|
28 |
|
|
|
147 |
|
Gain on sale of non-utility business |
|
|
(900 |
) |
|
|
|
|
|
|
|
|
Gain on sale of synfuel and other assets, net and synfuel impairment |
|
|
(253 |
) |
|
|
28 |
|
|
|
(405 |
) |
Working capital and other |
|
|
237 |
|
|
|
(47 |
) |
|
|
(150 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,125 |
|
|
|
1,456 |
|
|
|
1,001 |
|
|
|
|
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Plant and equipment expenditures utility |
|
|
(1,035 |
) |
|
|
(1,126 |
) |
|
|
(850 |
) |
Plant and equipment expenditures non-utility |
|
|
(264 |
) |
|
|
(277 |
) |
|
|
(215 |
) |
Acquisitions, net of cash acquired |
|
|
|
|
|
|
(42 |
) |
|
|
(50 |
) |
Proceeds from sale of non-utility business |
|
|
1,262 |
|
|
|
|
|
|
|
|
|
Proceeds from sale of synfuels and other assets |
|
|
417 |
|
|
|
313 |
|
|
|
409 |
|
Restricted cash and other investments |
|
|
(50 |
) |
|
|
(62 |
) |
|
|
(96 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
330 |
|
|
|
(1,194 |
) |
|
|
(802 |
) |
|
|
|
|
|
|
|
|
|
|
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of long-term debt and common stock |
|
|
50 |
|
|
|
629 |
|
|
|
1,041 |
|
Redemption of long-term debt |
|
|
(393 |
) |
|
|
(687 |
) |
|
|
(1,266 |
) |
Short-term borrowings, net |
|
|
(47 |
) |
|
|
291 |
|
|
|
437 |
|
Repurchase of common stock |
|
|
(708 |
) |
|
|
(61 |
) |
|
|
(13 |
) |
Dividends on common stock and other |
|
|
(370 |
) |
|
|
(375 |
) |
|
|
(366 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,468 |
) |
|
|
(203 |
) |
|
|
(167 |
) |
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) in Cash and Cash Equivalents |
|
$ |
(13 |
) |
|
$ |
59 |
|
|
$ |
32 |
|
|
|
|
|
|
|
|
|
|
|
Cash from Operating Activities
A majority of our operating cash flow is provided by our electric and gas utilities, which are
significantly influenced by factors such as weather, electric Customer Choice, regulatory
deferrals, regulatory outcomes, economic conditions and operating costs. Our non-utility
businesses also provide sources of cash flow to the enterprise, primarily from the synthetic fuels
business, which we believe, subject to considerations discussed below, will provide up to
approximately $200 million of cash impacts in 2008 and 2009. We have reported the business
activity of the synthetic fuel business as a discontinued operation as of December 31, 2007. Cash
flow related to discontinued operations in 2007 includes a gain on sale of interests in synfuel
projects of $244 million, after adjusting for impairments, partners share of synfuel project
losses of $188 million, and contributions from synfuel partners of $229 million.
Cash from operations totaling $1.1 billion in 2007 decreased $331 million from the comparable 2006
period. The operating cash flow comparison primarily reflects a decrease in net income after
adjusting for non-cash items (depreciation, depletion and amortization and deferred taxes) and
gains on sales of businesses. The decrease was mostly driven by taxes attributable to our
non-utility monetization program.
Cash from operations totaling $1.5 billion in 2006 was up $455 million from the comparable 2005
period. The operating cash flow comparison reflects an increase of $352 million in net income,
after adjusting for non-cash items (depreciation, depletion, amortization, deferred taxes and
gains), and a $103 million decrease in working capital and other requirements. Most of the
improvement was driven by higher net income at Detroit Edison that was the result of improved
revenues and gross margin stemming from a full
53
year of higher rates granted in the 2004 electric
rate orders and lower customer choice penetration. The working capital improvement was driven by
MichCon and resulted primarily from declining GCR factors which had the effect of lowering customer
accounts receivable balances. This improvement was partially offset by working capital
requirements at Detroit Edison that resulted from pension and VEBA contributions totaling $271
million in 2006.
Outlook We expect cash flow from operations to increase over the long-term primarily due to
improvements from higher earnings at our utilities. We have incurred costs associated with
implementation of our Performance Excellence Process, but we began to realize sustained net cost
savings in 2007. We also may be impacted by the delayed collection of underrecoveries of our PSCR
and GCR costs and electric and gas accounts receivable as a result of MPSC orders. Gas prices are
likely to be a source of volatility with regard to working capital requirements for the foreseeable
future. We are continuing our efforts to identify opportunities to improve cash flow through
working capital initiatives.
We anticipate approximately $200 million of synfuel-related cash impacts in 2008, which consist of
the final reconciliation of cash from synthetic fuel operations (related to activity prior to
December 31, 2007), proceeds from option hedges, approximately $100 million of tax credit
carryforward utilization and other tax benefits that are expected to reduce future tax payments.
The synthetic fuel business is reported as a discontinued operation as of December 31, 2007.
Cash from Investing Activities
Cash inflows associated with investing activities are primarily generated from the sale of assets.
In any given year, we will look to realize cash from under-performing or non-strategic assets or
matured fully valued assets. Capital spending within the utility business is primarily to maintain
our generation and distribution infrastructure, comply with environmental regulations and gas
pipeline replacements. Capital spending within our non-utility businesses is for ongoing
maintenance and expansion. The balance of non-utility spending is for growth, which we manage very
carefully. We look to make investments that meet strict criteria in terms of strategy, management
skills, risks and returns. All new investments are analyzed for their rates of return and cash
payback on a risk adjusted basis. We have been disciplined in how we deploy capital and will not
make investments unless they meet our criteria. For new business lines, we initially invest based
on research and analysis. We start with a limited investment, we evaluate results and either
expand or exit the business based on those results. In any given year, the amount of growth
capital will be determined by the underlying cash flows of the Company with a clear understanding
of any potential impact on our credit ratings.
Net cash from investing activities increased $1.5 billion in 2007, due primarily to the sale of our
Antrim shale gas exploration and production business and lower capital expenditures.
Net cash outflows relating to investing activities increased $392 million in 2006 compared to 2005.
The 2006 change was primarily due to increased capital expenditures. The increase in capital
expenditures was driven by environmental expenditures, Enterprise Business Systems development and
distribution projects at Detroit Edison, pipeline reliability and inventory management projects at
MichCon, and growth-oriented projects across our non-utility segments.
We will continue to pursue opportunities to grow our businesses in a disciplined fashion if we can
find opportunities that meet our strategic, financial and risk criteria.
Cash from Financing Activities
We rely on both short-term borrowing and long-term financing as a source of funding for our capital
requirements not satisfied by our operations. Short-term borrowings, which are mostly in the form
of commercial paper borrowings, provide us with the liquidity needed on a daily basis. Our
commercial paper program is supported by our unsecured credit facilities.
Our strategy is to have a targeted debt portfolio blend of fixed and variable interest rates and
maturity. We continually evaluate our leverage target, which is currently 50% to 52%, to ensure it
is consistent with our
54
objective to have a strong investment grade debt rating. We have completed a
number of refinancings with the effect of extending the average maturity of our long-term debt and
strengthening our balance sheet. The extension of the average maturity was accomplished at interest
rates that lowered our debt costs.
The current credit situation impacts our short-term financing activities, long-term financing
activities, and the funding obligations of our defined benefit pension plans. In response, we have
undertaken contingency planning efforts to mitigate any adverse impacts to our businesses resulting
from the liquidity issues in the credit markets. We have performed an assessment of our ability to
obtain financing and do not anticipate any issues with financing in the public or private markets
in 2008. With respect to short-term financing, we have the ability to draw on bank lines if there
is a further disruption in the commercial paper market. Additionally, a decrease in the fair value
of our pension plan assets, which fluctuates based on current market conditions, could result in
increased funding requirements to our pension plans. We will continue to monitor developments in
the credit markets and the potential impacts on our business.
Net cash used for financing activities increased $1.3 billion in 2007 primarily related to the
repurchase of common stock, a decrease in short-term borrowings and the issuance of long-term debt,
partially offset by lower debt redemptions.
Net cash used for financing activities increased $36 million during 2006 compared to 2005, due
mostly to a decrease in short-term borrowings and the issuance of common stock and long-term debt,
partially offset by lower debt redemptions.
See Notes 11, 12, and 13 of the Notes to Consolidated Financial Statements in Item 8 of this
Report.
We anticipate approximately $200 million of synfuel-related cash impacts in 2008 and 2009, which
consists of cash from operations and proceeds from option hedges, including approximately $100
million of tax credit carryforward utilization and other tax benefits that are expected to reduce
future tax payments. As part of a strategic review of our non-utility operations, we have taken and
continue to pursue various actions including the sale, restructuring or recapitalization of certain
non-utility businesses that generated approximately $900 million in after-tax cash proceeds in 2007
and are expected to generate an additional approximately $800 million in 2008. We have used
approximately $725 million to repurchase common stock and approximately $500 million to redeem
outstanding debt. In 2008, upon completion of our remaining monetization activities, we expect to
repurchase an additional approximately $275 million of common stock and to use approximately $200
million to redeem outstanding debt, assuming the expected asset sales occur. Our objectives for
cash redeployment are to increase shareholder value, strengthen the balance sheet and coverage
ratios to improve our current credit rating and outlook, and to have any monetizations be accretive
to earnings per share.
As of December 31, 2007, the Company had
$238 million of variable auction rate tax exempt bonds. These bonds, which are subject to rate
reset every 7 days, are insured by bond insurers. Overall credit market conditions have resulted
in credit rating downgrades and may result in future credit rating downgrades for the bond insurers. This has caused a loss in liquidity in the auction rate
markets for their insured bonds. These conditions have negatively impacted interest rates,
including default rates in the case of failed auctions. The Company does not expect its interest
rate exposure regarding these bonds to be material. The Company plans to purchase and hold the
bonds in a weekly rate mode until which time it can either refinance and reissue the bonds or
convert the bonds to a longer-term mode.
55
Contractual Obligations
The following table details our contractual obligations for debt redemptions, leases, purchase
obligations and other long-term obligations as of December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less |
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
|
|
|
|
Than |
|
|
|
|
|
|
|
|
|
|
After |
|
Contractual Obligations |
|
Total |
|
|
1 Year |
|
|
1-3 Years |
|
|
4-5 Years |
|
|
5 Years |
|
Long-term debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage bonds, notes and other (1) |
|
$ |
5,933 |
|
|
$ |
327 |
|
|
$ |
750 |
|
|
$ |
1,053 |
|
|
$ |
3,803 |
|
Securitization bonds |
|
|
1,185 |
|
|
|
120 |
|
|
|
272 |
|
|
|
314 |
|
|
|
479 |
|
Trust preferred-linked securities |
|
|
289 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
289 |
|
Capital lease obligations (1) |
|
|
106 |
|
|
|
15 |
|
|
|
29 |
|
|
|
21 |
|
|
|
41 |
|
Interest (1) |
|
|
6,080 |
|
|
|
453 |
|
|
|
847 |
|
|
|
668 |
|
|
|
4,112 |
|
Operating leases (1) |
|
|
233 |
|
|
|
44 |
|
|
|
64 |
|
|
|
43 |
|
|
|
82 |
|
Electric, gas, fuel, transportation
and storage purchase obligations
(2) |
|
|
5,706 |
|
|
|
2,898 |
|
|
|
2,002 |
|
|
|
166 |
|
|
|
640 |
|
Other long-term obligations (1) (3) |
|
|
154 |
|
|
|
43 |
|
|
|
45 |
|
|
|
27 |
|
|
|
39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total obligations |
|
$ |
19,686 |
|
|
$ |
3,900 |
|
|
$ |
4,009 |
|
|
$ |
2,292 |
|
|
$ |
9,485 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes obligations associated with assets held for sale of $22 million of other long-term
debt, $33 million of capital lease obligations, $9 million of interest, $22 million of
operating leases and other long-term obligations of $94 million. |
|
(2) |
|
Excludes amounts associated with full requirements contracts where no stated minimum purchase
volume is required. |
|
(3) |
|
Includes liabilities for unrecognized tax benefits of $19 million. |
Credit Ratings
Credit ratings are intended to provide banks and capital market participants with a framework for
comparing the credit quality of securities and are not a recommendation to buy, sell or hold
securities. Management believes that our current credit ratings provide sufficient access
to the capital markets. However, disruptions in the banking and capital markets not specifically
related to us may affect our ability to access these funding sources or cause an increase in the
return required by investors.
We have issued guarantees for the benefit of various non-utility subsidiaries. In the event that
our credit rating is downgraded to below investment grade, certain of these guarantees would
require us to post cash or letters of credit valued at approximately $488 million at December 31,
2007. Additionally, upon a downgrade, our trading business could be required to restrict operations
and our access to the short-term commercial paper market could be restricted or eliminated. While
we currently do not anticipate such a downgrade, we cannot predict the outcome of current or future
credit rating agency reviews. The following table shows our credit rating as determined by three
nationally respected credit rating agencies. All ratings are considered investment grade and affect
the value of the related securities.
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Rating Agency |
|
|
|
|
Standard & |
|
Moodys |
|
Fitch |
Entity |
|
Description |
|
Poors |
|
Investors Service |
|
Ratings |
DTE Energy
|
|
Senior Unsecured Debt
|
|
BBB-
|
|
Baa2
|
|
BBB |
|
|
Commercial Paper
|
|
A-2
|
|
P-2
|
|
F2 |
|
|
|
|
|
|
|
|
|
Detroit Edison
|
|
Senior Secured Debt
|
|
A-
|
|
A3
|
|
A- |
|
|
Commercial Paper
|
|
A-2
|
|
P-2
|
|
F2 |
|
|
|
|
|
|
|
|
|
MichCon
|
|
Senior Secured Debt
|
|
BBB+
|
|
A3
|
|
A- |
|
|
Commercial Paper
|
|
A-2
|
|
P-2
|
|
F2 |
56
CRITICAL ACCOUNTING ESTIMATES
There are estimates used in preparing the consolidated financial statements that require
considerable judgment. Such estimates relate to regulation, risk management and trading activities,
allowance for doubtful accounts, goodwill, pension and postretirement costs, legal reserves,
insured and uninsured risks, accounting for tax obligations and production tax credits.
Regulation
A significant portion of our business is subject to regulation. Detroit Edison and MichCon
currently meet the criteria of SFAS No. 71, Accounting for the Effects of Certain Types of
Regulation. Application of this standard results in differences in the application of generally
accepted accounting principles between regulated and non-regulated businesses. SFAS No. 71
requires the recording of regulatory assets and liabilities for certain transactions that would
have been treated as revenue or expense in non-regulated businesses. Future regulatory changes or
changes in the competitive environment could result in discontinuing the application of SFAS No. 71
for some or all of our businesses. Management believes that currently available facts support the
continued application of SFAS No. 71 and that all regulatory assets and liabilities are recoverable
or refundable in the current rate environment. See Note 5 of the Notes to Consolidated Financial
Statements in Item 8 of this Report.
Risk Management and Trading Activities
Risk management and trading activities are accounted for in accordance with SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, as amended and interpreted. As
amended, SFAS No. 133 establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts and for hedging activities.
All derivatives are recorded at fair value and shown as Assets or liabilities from risk management
and trading activities in the Consolidated Statements of Financial Position. Derivatives are
measured at fair value, and changes in the fair value of the derivative instruments are recognized
in earnings in the period of change, unless the derivative meets certain defined conditions and
qualifies as an effective hedge. SFAS No. 133 also provides a scope exception for contracts that
meet the normal purchase and sales criteria specified in the standard. The normal purchases and
normal sales exception requires, among other things, physical delivery in quantities expected to be
used or sold over a reasonable period in the normal course of business. Contracts that are
designated as normal purchases and normal sales are not recorded at fair value. A majority of the
contracts entered into by Detroit Edison and MichCon meet the criteria specified for this
exception. The fair values of derivative contracts are determined from a combination of active
quotes, published indexes and mathematical valuation models. Valuation models require various
inputs and assumptions, including forward prices, volatility, interest rates, and exercise periods.
The fair values we calculate for our derivatives may change significantly as inputs and
assumptions are updated for new information. The cash returns we actually realize on our
derivatives may be different from the results we estimate using models.
Allowance for Doubtful Accounts
We establish an allowance for doubtful accounts based upon factors surrounding the credit risk of
specific customers, historical trends, economic conditions, age of receivables and other
information. Higher customer bills due to increased electricity and gas prices, the lack of
adequate levels of assistance for low-income customers and economic conditions have also
contributed to the increase in past due receivables. As a result of these factors, our allowance
for doubtful accounts increased in 2007 and 2006. We believe the allowance for doubtful accounts is
based on reasonable estimates. As part of the 2005 gas rate order for MichCon, the MPSC provided
for the establishment of an uncollectible accounts tracking mechanism that partially mitigates the
impact associated with MichCon uncollectible expenses. However, failure to make continued progress
in collecting our past due receivables in light of rising energy prices would unfavorably affect
operating results and cash flow.
57
Goodwill
Certain of our business units have goodwill resulting from purchase business combinations. In
accordance with SFAS No. 142, Goodwill and Other Intangible Assets, each of our reporting units
with goodwill is required to perform impairment tests annually or whenever events or circumstances
indicate that the value of goodwill may be impaired. In order to perform these impairment tests,
we must determine the reporting units fair value using valuation techniques, which use estimates
of discounted future cash flows to be generated by the reporting unit. These cash flow valuations
involve a number of estimates that require broad assumptions and significant judgment by management
regarding future performance. To the extent estimated cash flows are revised downward, the
reporting unit may be required to write down all or a portion of its goodwill, which would
adversely impact our earnings.
As of December 31, 2007, our goodwill totaled $2 billion. The majority of our goodwill is
allocated to our utility reporting units. The value of the utility reporting units may be
significantly impacted by rate orders and the regulatory environment.
Based on our 2007 goodwill impairment test, we determined that the fair value of our remaining
operating reporting units exceeded their carrying value and no impairment existed. We will
continue to monitor our estimates and assumptions regarding future cash flows. While we believe
our assumptions are reasonable, actual results may differ from our projections.
Pension and Postretirement Costs
Our costs of providing pension and postretirement benefits are dependent upon a number of factors,
including rates of return on plan assets, the discount rate, the rate of increase in health care
costs and the amount and timing of plan sponsor contributions.
We had pension costs for qualified pension plans of $67 million in 2007 (including Special
Termination Benefits of $8 million), $125 million in 2006 (including Special Termination Benefits
of $49 million), and $90 million in 2005. Postretirement benefits costs for all plans were $188
million in 2007 (including Special Termination Benefits of $2 million), $197 million in 2006
(including Special Termination Benefits of $8 million), and $155 million in 2005. Pension and
postretirement benefits costs for 2007 are calculated based upon a number of actuarial assumptions,
including an expected long-term rate of return on our plan assets of 8.75%. In developing our
expected long-term rate of return assumption, we evaluated asset class risk and return
expectations, as well as inflation assumptions. Projected returns are based on broad equity and
bond markets. Our 2008 expected long-term rate of return on plan assets is based on an asset
allocation assumption utilizing active investment management of 55% in equity markets, 20% in fixed
income markets, and 25% invested in other assets. Because of market volatility, we periodically
review our asset allocation and rebalance our portfolio when considered appropriate. Given market
conditions, we believe that 8.75% is a reasonable long-term rate of return on our plan assets for
2008. We will continue to evaluate our actuarial assumptions, including our expected rate of
return, at least annually.
We base our determination of the expected return on qualified plan assets on a market-related
valuation of assets, which reduces year-to-year volatility. This market-related valuation
recognizes changes in fair value in a systematic manner over a three-year period. Accordingly, the
future value of assets will be impacted as previously deferred gains or losses are recorded. We
have unrecognized net gains due to the performance of the financial markets. As of December 31,
2007, we had $63 million of cumulative gains that remain to be recognized in the calculation of the
market-related value of assets.
The discount rate that we utilize for determining future pension and postretirement benefit
obligations is based on a yield curve approach and a review of bonds that receive one of the two
highest ratings given by a recognized rating agency. The yield curve approach matches projected
plan pension and
postretirement benefit payment streams with bond portfolios reflecting actual liability duration
unique to our plans. The discount rate determined on this basis increased from 5.7% at December 31,
2006 to 6.5%
58
at December 31, 2007. Due to recent company contributions, financial market
performance and higher discount rates, we estimate that our 2008 total pension costs will
approximate $29 million compared to $67 million in 2007 and our 2008 postretirement benefit costs
will approximate $146 million compared to $188 million in 2007. In the last several years, we have
made modifications to the pension and postretirement benefit plans to mitigate the earnings impact
of higher costs. Future actual pension and postretirement benefit costs will depend on future
investment performance, changes in future discount rates and various other factors related to plan
design. Additionally, future pension costs for Detroit Edison will be affected by a pension
tracking mechanism, which was authorized by the MPSC in its November 2004 electric rate order. The
tracking mechanism provides for the recovery or refunding of pension costs above or below the
amount reflected in Detroit Edisons base rates. In April 2005, the MPSC approved the deferral of
the non-capitalized portion of MichCons negative pension expense. MichCon will record a regulatory
liability for any negative pension costs, as determined under generally accepted accounting
principles.
Lowering the expected long-term rate of return on our plan assets by one-percentage-point would
have increased our 2007 qualified pension costs by approximately $26 million. Lowering the discount
rate and the salary increase assumptions by one-percentage-point would have increased our 2007
pension costs by approximately $10 million. Lowering the health care cost trend assumptions by
one-percentage-point would have decreased our postretirement benefit service and interest costs for
2007 by approximately $24 million.
The market value of our pension and postretirement benefit plan assets has been affected in a
positive manner by the financial markets. The value of our plan assets was $3.5 billion at November
30, 2006 and $3.8 billion at November 30, 2007. At December 31, 2006, we adopted SFAS No. 158 that
required us to recognize the underfunded status of our pension and other postretirement plans. The
impact of the adoption of SFAS No. 158 was an increase in pension and postretirement benefit
liabilities of approximately $1.3 billion in 2006. We requested and received agreement from the
MPSC to record the additional liability amounts for the Detroit Edison and MichCon benefit plans on
the Statement of Financial Position as a Regulatory asset. As a result, Regulatory assets were
increased by approximately $1.2 billion. The remainder of the increase in pension and
postretirement benefit liabilities is included in Accumulated other comprehensive loss, net of tax.
At December 31, 2007 our qualified pension plans were overfunded by $152 million, our
non-qualified pension plans were underfunded by $71 million, and our other postretirement benefit
plans were underfunded by $1.1 billion, reflected in noncurrent assets, current liabilities, and
noncurrent liabilities, respectively. The improvement relative to 2006 results from Company
contributions, investment performance returns, and increased discount rates.
Pension and postretirement costs and pension cash funding requirements may increase in future years
without substantial returns in the financial markets. We made a $180 million pension contribution
in 2006 and made a $150 million pension contribution in 2007. At the discretion of management and
depending upon financial market conditions, we anticipate making up to a $150 million contribution
to our qualified pension plans in 2008 and up to $400 million over the next five years. Also, we
anticipate making up to a $5 million contribution to our nonqualified benefit plans in 2008 and up
to $25 million over the next five years. We made a $116 million contribution to our postretirement
benefit plans in 2006 and made a $76 million contribution to our postretirement benefit plans in
2007. At the discretion of management, and depending upon financial market conditions, we
anticipate making up to a $116 million contribution to our postretirement plans in 2008 and up to
$600 million over the next five years.
In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act was signed into
law. This Act provides for a federal subsidy to sponsors of retiree health care benefit plans that
provide a benefit that is at least actuarially equivalent to the benefit established by law. The
effects of the subsidy on the measurement of net periodic postretirement benefit costs reduced
costs by $16 million in 2007, $17 million in 2006, and $20 million in 2005.
See Note 17 of the Notes to Consolidated Financial Statements in Item 8 of this Report.
59
Legal Reserves
We are involved in various legal proceedings, claims and litigation arising in the ordinary course
of business. We regularly assess our liabilities and contingencies in connection with asserted or
potential matters, and establish reserves when appropriate. Legal reserves are based upon
managements assessment of pending and threatened legal proceedings and claims against us.
Insured and Uninsured Risks
Our comprehensive insurance program provides coverage for various types of risks. Our insurance
policies cover risk of loss including property damage, general liability, workers compensation,
auto liability, and directors and officers liability. Under our risk management policy, we
self-insure portions of certain risks up to specified limits, depending on the type of exposure.
The maximum self-insured retention for various risks is as follows: property damage $10 million,
general liability $7 million, workers compensation $8.5 million, and auto liability $7
million. We have an actuarially determined estimate of our incurred but not reported (IBNR)
liability prepared annually and we adjust our reserves for self-insured risks as appropriate. As
of December 31, 2007, this IBNR liability was approximately $40 million.
Accounting for Tax Obligations
We are required to make judgments regarding the potential tax effects of various financial
transactions and results of operations in order to estimate our obligations to taxing authorities.
Beginning January 1, 2007, we began accounting for uncertain income tax positions using a benefit
recognition model with a two-step approach, a more-likely-than-not recognition criterion and a
measurement attribute that measures the position as the largest amount of tax benefit that is
greater than 50% likely of being realized upon ultimate settlement in accordance with FIN 48,
Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109. If the
benefit does not meet the more likely than not criteria for being sustained on its technical
merits, no benefit will be recorded. Uncertain tax positions that relate only to timing of when an
item is included on a tax return are considered to have met the recognition threshold. Prior to
January 1, 2007, we estimated uncertain income tax obligations in accordance with SFAS No. 109,
Accounting for Income Taxes, SFAS No. 5, Accounting for Contingencies and Statement of Financial
Accounting Concepts No. 6 (CON 6), Elements of Financial Statements. We also have non-income tax
obligations related to real estate, sales and use and employment-related taxes and ongoing appeals
related to these tax matters that are outside the scope of FIN 48 and accounted for under SFAS
No. 5 and CON 6.
Accounting for tax obligations requires judgments, including assessing whether tax benefits are
more likely than not to be sustained, and estimating reserves for potential adverse outcomes
regarding tax positions that have been taken. We also assess our ability to utilize tax attributes,
including those in the form of carryforwards, for which the benefits have already been reflected in
the financial statements. We do not record valuation allowances for deferred tax assets related to
capital losses that we believe will be realized in future periods. While we believe the resulting
tax reserve balances as of December 31, 2007 and December 31, 2006 are appropriately accounted for
in accordance with FIN 48, SFAS No. 5, SFAS No. 109 and CON 6 as applicable, the ultimate outcome
of such matters could result in favorable or unfavorable adjustments to our consolidated financial
statements and such adjustments could be material.
Production Tax Credits
We generated production tax credits from our synfuel operations through December 31, 2007. Our coke
battery and landfill gas recovery operations also generate production tax credits with varying
expiration dates. We recognize earnings as tax credits are generated at our facilities in one of
two ways. First, to the extent we have sold an interest in our synfuel facilities to third
parties, we recognize gains as synfuel is produced and sold, and when there is persuasive evidence
that the sales proceeds have become fixed or
determinable, when probability of refund is considered remote and collectibility is reasonably
assured. Second, to the extent we generate credits to our own account, we recognize earnings
through reduced tax expense.
60
All production tax credits are subject to audit by the IRS. However, all of our synfuel facilities
have received favorable private letter rulings from the IRS with respect to their operations.
Audits of five of our synfuel facilities were successfully completed in the past two years. If
production tax credits were disallowed in whole or in part as a result of an IRS audit, there could
be a significant write-off of previously recorded earnings from such tax credits.
Tax
credits generated by our facilities were $217 million in 2007 as compared to $295 million in
2006, and $617 million in 2005. The portion of tax credits
generated for our own account was $31
million in 2007, as compared to $35 million in 2006, and $55 million in 2005, with the remaining
credits generated allocated to third party partners.
Tax credits related to synfuels are classified as income from discontinued operations in our
consolidated statement of operations.
ENVIRONMENTAL MATTERS
Protecting the environment, as well as correcting past environmental damage, continues to be a
focus of state and federal regulators. Legislation and/or rulemaking could further impact the
electric utility industry including Detroit Edison. The EPA and the MDEQ have aggressive programs
to clean up contaminated property.
Electric Utility
Air - Detroit Edison is subject to EPA ozone transport and acid rain regulations that limit power
plant emissions of sulfur dioxide and nitrogen oxides. In March 2005, the EPA issued additional
emission reduction regulations relating to ozone, fine particulate, regional haze and mercury air
pollution. The new rules will lead to additional controls on fossil-fueled power plants to reduce
nitrogen oxide, sulfur dioxide and mercury emissions. To comply with these requirements, Detroit
Edison has spent approximately $1.1 billion through 2007. We estimate Detroit Edison will incur
future capital expenditures of up to $282 million in 2008 and up to $2.4 billion of additional
capital expenditures through 2018 to satisfy both the existing and proposed new control
requirements.
The EPA has ongoing enforcement actions against several major electric utilities citing violations
of new source provisions of the Clean Air Act. Detroit Edison received and responded to information
requests from the EPA on this subject. The EPA has not initiated proceedings against Detroit
Edison. In October 2003, the EPA promulgated revised regulations to clarify new source review
provisions going forward. Several states and environmental organizations have challenged these
regulations and, in December 2003, a stay was issued until the U.S. Court of Appeals D.C. Circuit
renders an opinion in the case. We cannot predict the future impact of this issue upon Detroit
Edison.
Global Climate Change - Proposals for voluntary initiatives and mandatory controls are being
discussed in the United States to reduce greenhouse gases such as carbon dioxide, a by-product of
burning fossil fuels. There may be legislative action to address the issue of changes in climate
that result from the build up of greenhouse gases, including carbon dioxide, in the atmosphere. We
cannot predict the impact any legislative or regulatory action may have on our operations and
financial position.
Water In response to an EPA regulation, currently under judicial review, Detroit Edison is
required to examine alternatives for reducing the environmental impacts of the cooling water intake
structures at several of its facilities. Based on the results of the studies to be conducted over
the next several years, Detroit Edison may be required to install additional control technologies
to reduce the impacts of the
intakes. Initially, we estimated that we will incur up to approximately $55 million over the next
four to six years in additional capital expenditures to comply with these requirements. However, a
recent court decision remanded back to the EPA several provisions of the federal regulation that
has resulted in a delay in compliance requirements. The court decision also raised the possibility
that we may have to
61
install cooling towers at some facilities, substantially increasing capital
expenditures. We cannot predict the effect on Detroit Edison of this court decision or any
resulting regulations.
Contaminated Sites Detroit Edison conducted remedial investigations at contaminated sites,
including three former MGP sites, the area surrounding an ash landfill and several underground and
aboveground storage tank locations. We have a reserve balance of $15 million as of December 31,
2007 for the remediation of these sites over the next several years. In addition, Detroit Edison
expects to make approximately $6 million of capital improvements to the ash landfill in 2008.
Gas Utility
Contaminated Sites - Prior to the construction of major interstate natural gas pipelines, gas for
heating and other uses was manufactured locally from processes involving coal, coke or oil. Gas
Utility owns, or previously owned, 15 former MGP sites. Investigations have revealed contamination
related to the by-products of gas manufacturing at each site. In addition to the MGP sites, Gas
Utility is also in the process of cleaning up other contaminated sites. Cleanup activities
associated with these sites will be conducted over the next several years. As a result of these
determinations, we have recorded liabilities of $40 million and $2 million for the MGP and other
contaminated sites, respectively. It is estimated that Gas Utility may spend $6 million in
expenses related to cleanup costs in 2008.
A cost deferral and rate recovery mechanism was approved by the MPSC for investigation and
remediation costs incurred at former MGP sites. After a study was completed in 1995, Gas Utility
accrued an additional liability and a corresponding regulatory asset of $35 million. During 2007,
we spent approximately $2 million investigating and remediating these former MGP sites. We accrued
an additional $1 million in remediation liabilities associated with former MGP holders to increase
the reserve balance to $40 million as of December 31, 2007.
Any significant change in assumptions, such as remediation techniques, nature and extent of
contamination and regulatory requirements, could impact the estimate of remedial action costs for
the sites and thereby affect our financial position and cash flows. However, we anticipate the
cost deferral and rate recovery mechanism approved by the MPSC will prevent environmental costs
from having a material adverse impact on our consolidated results of operations.
Other
Our non-utility affiliates are subject to a number of environmental laws and regulations dealing
with the protection of the environment from various pollutants. We are in the process of installing
new environmental equipment at our coke battery facilities in Michigan. We expect the project to be
substantially completed during 2009 at a cost of approximately $15 million. Our non-utility
affiliates are substantially in compliance with all environmental requirements.
Various state and federal laws regulate our handling, storage and disposal of waste materials. The
EPA and the MDEQ have aggressive programs to manage the clean up of contaminated property. We have
extensive land holdings and, from time to time, must investigate claims of improperly disposed
contaminants. We anticipate our utility and non-utility companies may periodically be included in
various types of environmental proceedings.
NEW ACCOUNTING PRONOUNCEMENTS
See Note 2 of the Notes to Consolidated Financial Statements in Item 8 of this Report.
62
FAIR VALUE OF CONTRACTS
The accounting standards for determining whether a contract meets the criteria for derivative
accounting are numerous and complex. Moreover, significant judgment is required to determine
whether a contract requires derivative accounting, and similar contracts can sometimes be accounted
for differently. If a contract is accounted for as a derivative instrument, it is recorded in the
financial statements as Assets or Liabilities from risk management and trading activities, at the
fair value of the contract. The recorded fair value of the contract is then adjusted at each
reporting date, in the Consolidated Statements of Operations, to reflect any change in the fair
value of the contract, a practice known as mark-to-market (MTM) accounting. Changes in the fair
value of a designated derivative that is highly effective as a cash flow hedge are recorded as a
component of Accumulated other comprehensive income, net of taxes, until the hedged item affects
income. These amounts are subsequently reclassified into earnings as a component of the value of
the forecasted transaction, in the same period as the forecasted transaction affects earnings. The
ineffective portion of the fair value changes is recognized in the Consolidated Statements of
Operations immediately.
Fair value represents the amount at which willing parties would transact an arms-length
transaction. To determine the fair value of contracts accounted for as derivative instruments, we
use a combination of quoted market prices, broker quotes and mathematical valuation models.
Valuation models require various inputs, including forward prices, volatility, interest rates, and
exercise periods.
Contracts we typically classify as derivative instruments include power, gas, certain coal, and oil
forwards, futures, options and swaps, as well as foreign currency contracts. Items we do not
generally account for as derivatives (and which are therefore excluded from the following tables)
include gas inventory, gas storage and transportation arrangements, and gas and oil reserves.
The subsequent tables contain the following four categories represented by their operating
characteristics and key risks.
|
|
|
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. |
|
|
|
|
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. Although transactions are
generally executed with a buyer and seller simultaneously, some positions remain open until
a suitable offsetting transaction can be executed. |
|
|
|
|
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. |
|
|
|
|
Other primarily represents derivative activity associated with our gas reserves and
discontinued synfuel operations. A portion of the price risk associated with anticipated
production from the Barnett gas reserves has been mitigated through 2010. Changes in the value
of the hedges are recorded as Assets or Liabilities from risk management and trading
activities, with an offset in Other comprehensive income to the extent that the hedges are
deemed effective. Oil-related derivative contracts were executed to economically hedge cash
flow risks related to underlying, non-derivative synfuel related positions through 2007.
The amounts shown in the following tables exclude the value of the underlying gas reserves
and synfuel proceeds including changes therein. |
63
Roll-Forward of MTM Energy Contract Net Assets
The following tables provide details
on changes in our MTM net asset (or liability) position during 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proprietary |
|
|
Structured |
|
|
Economic |
|
|
|
|
|
|
|
(in Millions) |
|
Trading |
|
|
Contracts |
|
|
Hedges |
|
|
Other |
|
|
Total |
|
MTM at December 31, 2006 |
|
$ |
(9 |
) |
|
$ |
(2 |
) |
|
$ |
(36 |
) |
|
$ |
(24 |
) |
|
$ |
(71 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassed to realized upon settlement |
|
|
22 |
|
|
|
1 |
|
|
|
17 |
|
|
|
16 |
|
|
|
56 |
|
Changes in fair value recorded to income |
|
|
4 |
|
|
|
(57 |
) |
|
|
23 |
|
|
|
(220 |
)(1) |
|
|
(250 |
) |
Amortization of option premiums |
|
|
(10 |
) |
|
|
(2 |
) |
|
|
|
|
|
|
(101 |
)(2) |
|
|
(113 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts recorded to unrealized income |
|
|
16 |
|
|
|
(58 |
) |
|
|
40 |
|
|
|
(305 |
) |
|
|
(307 |
) |
Amounts recorded in Other
comprehensive Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
(1 |
) |
Transfer of contracts |
|
|
|
|
|
|
(323 |
) |
|
|
|
|
|
|
323 |
|
|
|
|
|
Option premiums paid and other |
|
|
1 |
|
|
|
37 |
|
|
|
|
|
|
|
9 |
|
|
|
47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MTM at December 31, 2007 |
|
$ |
8 |
|
|
$ |
(346 |
) |
|
$ |
4 |
|
|
$ |
2 |
|
|
$ |
(332 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Change in fair value of contracts in Unconventional Gas
Production prior to the transfer to Energy Trading as a result of the Antrim sale. |
|
(2) |
|
Realized synfuel option premiums by Power and Industrial Projects. |
A substantial portion of the Companys price risk related to its Antrim shale gas exploration and
production business had been mitigated by financial contracts that hedged our price risk exposure
through 2013. These financial contracts were accounted for as cash flow hedges, with changes in
estimated fair value of the contracts reflected in Other comprehensive income. Upon the sale of
Antrim, the financial contracts no longer qualified as cash flow hedges. The contracts were
retained and offsetting financial contracts were put into place to effectively settle these
positions.
The following table provides a current and noncurrent analysis of Assets and Liabilities from risk
management and trading activities, as reflected on the Consolidated Statements of Financial
Position as of December 31, 2007. Amounts that relate to contracts that become due within twelve
months are classified as current and all remaining amounts are classified as noncurrent.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proprietary |
|
|
Structured |
|
|
Economic |
|
|
|
|
|
|
|
|
|
|
Assets |
|
(in Millions) |
|
Trading |
|
|
Contracts |
|
|
Hedges |
|
|
Eliminations |
|
|
Other |
|
|
(Liabilities) |
|
Current assets |
|
$ |
35 |
|
|
$ |
135 |
|
|
$ |
29 |
|
|
$ |
(9 |
) |
|
$ |
5 |
|
|
$ |
195 |
|
Noncurrent assets |
|
|
9 |
|
|
|
194 |
|
|
|
8 |
|
|
|
(4 |
) |
|
|
|
|
|
|
207 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total MTM assets |
|
|
44 |
|
|
|
329 |
|
|
|
37 |
|
|
|
(13 |
) |
|
|
5 |
|
|
|
402 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
(34 |
) |
|
|
(234 |
) |
|
|
(23 |
) |
|
|
9 |
|
|
|
|
|
|
|
(282 |
) |
Noncurrent liabilities |
|
|
(2 |
) |
|
|
(441 |
) |
|
|
(10 |
) |
|
|
4 |
|
|
|
(3 |
) |
|
|
(452 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total MTM liabilities |
|
|
(36 |
) |
|
|
(675 |
) |
|
|
(33 |
) |
|
|
13 |
|
|
|
(3 |
) |
|
|
(734 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total MTM net assets
(liabilities) |
|
$ |
8 |
|
|
$ |
(346 |
) |
|
$ |
4 |
|
|
$ |
|
|
|
$ |
2 |
|
|
$ |
(332 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64
Maturity of Fair Value of MTM Energy Contract Net Assets
We manage our MTM risk on a portfolio basis based upon the delivery period of our contracts and the
individual components of the risks within each contract. Accordingly, we record and manage the
energy purchase and sale obligations under our contracts in separate components based on the
commodity (e.g. electricity or gas), the product (e.g. electricity for delivery during peak or
off-peak hours), the delivery location (e.g. by region), the risk profile (e.g. forward or option),
and the delivery period (e.g. by month and year).
We determine the MTM adjustment for our derivative contracts from a combination of active quotes,
published indexes and mathematical valuation models. We generally derive the pricing for our
contracts from active quotes or external resources. Actively quoted indexes include exchange-traded
positions such as the New York Mercantile Exchange and the Intercontinental Exchange, and
over-the-counter positions for which broker quotes are available. For periods in which external
market data is not readily observable, we estimate value using mathematical valuation models. We
periodically update our policy and valuation methodologies for changes in market liquidity and
other assumptions which may impact the estimated fair value of our derivative contracts. During
2007, we performed an analysis of the energy markets and its participants, including an evaluation
of liquidity. As a result, we revised our policy and valuation estimates for the portions of our
contracts that extend beyond the actively traded reporting period. Accordingly, our power and
natural gas contracts are marked through 2011 and 2013, respectively. The majority of our
long-dated power contracts relate to retail or structured transactions, which require the use of
internal models to estimate fair value.
As a result of adherence to generally accepted accounting principles, the tables above do not
include the expected earnings impacts of certain non-derivative gas storage and power contracts.
Consequently, gains and losses from these positions may not match with the related physical and
financial hedging instruments in some reporting periods, resulting in volatility in DTE Energys
reported period-by-period earnings; however, the financial impact of this timing difference will
reverse at the time of physical delivery and/or settlement.
The table below shows the maturity of our MTM positions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
|
|
(in Millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
and |
|
|
Total Fair |
|
Source of Fair Value |
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
Beyond |
|
|
Value |
|
Proprietary Trading |
|
$ |
1 |
|
|
$ |
7 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
8 |
|
Structured Contracts |
|
|
(99 |
) |
|
|
(78 |
) |
|
|
(52 |
) |
|
|
(117 |
) |
|
|
(346 |
) |
Economic Hedges |
|
|
6 |
|
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
4 |
|
Other |
|
|
5 |
|
|
|
(2 |
) |
|
|
(1 |
) |
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
(87 |
) |
|
$ |
(73 |
) |
|
$ |
(55 |
) |
|
$ |
(117 |
) |
|
$ |
(332 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Price Risk
DTE Energy has commodity price risk in both utility and non-utility businesses arising from market
price fluctuations.
The Electric and Gas utility businesses have risks in conjunction with the anticipated purchases of
coal, natural gas, uranium, electricity, and base metals to meet their service obligations.
Further, changes in the price of electricity can impact the level of exposure of Customer Choice
programs and uncollectible expenses at the Electric Utility. In addition, changes in the price of
natural gas can impact the valuation of lost gas, storage sales revenue and uncollectible expenses
at the Gas Utility.
To limit our exposure to commodity price fluctuations, the utility businesses have applied various
approaches including forward energy, capacity, storage and futures contracts, as well as regulatory
rate-recovery mechanisms. Regulatory rate-recovery occurs in the form of PSCR and GCR mechanisms
(see Note 1 of the Notes to Consolidated Financial Statements in Item 8 of this Report) and a
tracking mechanism to mitigate some losses from customer migration due to electric Customer Choice
programs.
Our Power and Industrial Projects segment is subject to crude oil, electricity, natural gas and
coal based product price risk. As previously discussed, production tax credits generated by DTE
Energys coke battery and landfill gas recovery operations are subject to phase-out if domestic
crude oil prices reach certain levels. The benefits associated with tax credits may be subject to
changes in federal tax law. See Note 15 of the Notes to Consolidated Financial Statements in Item 8
of this Report. To manage this exposure, we use forward energy, capacity and futures contracts.
Our Unconventional Gas Production business segment has exposure to natural gas and, to a lesser
extent, crude oil price fluctuations. These commodity price fluctuations can impact both current
year earnings and reserve valuations. To manage this exposure we use forward energy and futures
contracts.
Our Energy Trading business segment has exposure to electricity, natural gas, crude oil, heating
oil, and foreign currency price fluctuations. These risks are managed through its energy marketing
and trading operations through the use of forward energy, capacity, storage, options and futures
contracts, within pre-determined risk parameters.
Our Coal and Gas Midstream business segment has exposure to natural gas and coal price
fluctuations. These coal price risks are managed primarily through its coal transportation and
marketing operations through the use of forward coal and futures contracts. The Gas Midstream
business unit manages its exposure through the sale of long-term storage and transportation
contracts.
Credit Risk
Bankruptcies
We purchase and sell electricity, gas, coal, coke and other energy products from and to numerous
companies operating in the steel, automotive, energy, retail and other industries. Certain of our
customers have filed for bankruptcy protection under Chapter 11 of the U. S. Bankruptcy Code. We
regularly review contingent matters relating to these customers and our purchase and sale contracts
and we record provisions for amounts considered at risk of probable loss. We believe our
previously accrued amounts are adequate for probable loss. The final resolution of these matters
is not expected to have a material effect on our financial statements.
66
Other
We engage in business with customers that are non-investment grade. We closely monitor the credit
ratings of these customers and, when deemed necessary, we request collateral or guarantees from
such customers to secure their obligations.
Energy Trading
We are exposed to credit risk through trading activities. Credit risk is the potential loss that
may result if our trading counterparties fail to meet their contractual obligations. We utilize
both external and internally generated credit assessments when determining the credit quality of
our trading counterparties. The following table displays the credit quality of our trading
counterparties as of December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Exposure |
|
|
|
|
|
|
|
|
|
before Cash |
|
|
Cash |
|
|
Net Credit |
|
(in Millions) |
|
Collateral |
|
|
Collateral |
|
|
Exposure |
|
Investment Grade (1) |
|
|
|
|
|
|
|
|
|
|
|
|
A- and Greater |
|
$ |
612 |
|
|
$ |
(100 |
) |
|
$ |
512 |
|
BBB+ and BBB |
|
|
104 |
|
|
|
|
|
|
|
104 |
|
BBB- |
|
|
46 |
|
|
|
|
|
|
|
46 |
|
|
|
|
|
|
|
|
|
|
|
Total Investment Grade |
|
|
762 |
|
|
|
(100 |
) |
|
|
662 |
|
Non-investment grade (2) |
|
|
38 |
|
|
|
(5 |
) |
|
|
33 |
|
Internally Rated investment grade (3) |
|
|
98 |
|
|
|
(1 |
) |
|
|
97 |
|
Internally Rated non-investment grade (4) |
|
|
10 |
|
|
|
(8 |
) |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
908 |
|
|
$ |
(114 |
) |
|
$ |
794 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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, a
division of the McGraw-Hill Companies, Inc. (Standard & Poors). The five largest
counterparty exposures combined for this category represented approximately 34 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 three 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 seven 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 one percent of the total gross credit exposure. |
Interest Rate Risk
DTE Energy is subject to interest rate risk in connection with the issuance of debt and preferred
securities. In order to manage interest costs, we may use treasury locks and interest rate swap
agreements. Our exposure to interest rate risk arises primarily from changes in U.S. Treasury
rates, commercial paper rates and London Inter-Bank Offered Rates (LIBOR). As of December 31, 2007,
we had a floating rate debt-to-total debt ratio of approximately 18% (excluding securitized debt).
Foreign Currency Risk
DTE Energy has foreign currency exchange risk arising from market price fluctuations associated
with fixed priced contracts. These contracts are denominated in Canadian dollars and are primarily
for the purchase and sale of power as well as for long-term transportation capacity. To limit our
exposure to
foreign currency fluctuations, we have entered into a series of currency forward contracts through
January
67
2012. Additionally, we may enter into fair value currency hedges to mitigate changes in
the value of contracts or loans.
Summary of Sensitivity Analysis
We performed a sensitivity analysis on the fair values of our commodity contracts, long-term debt
instruments and foreign currency forward contracts. The sensitivity analysis involved increasing
and decreasing forward rates at December 31, 2007 by a hypothetical 10% and calculating the
resulting change in the fair values.
The results of the sensitivity analysis calculations follow:
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
Assuming a 10% |
|
Assuming a 10% |
|
|
Activity |
|
increase in rates |
|
decrease in rates |
|
Change in the fair value of |
Coal Contracts |
|
$ |
(2 |
) |
|
$ |
2 |
|
|
Commodity contracts |
Gas Contracts |
|
$ |
(13 |
) |
|
$ |
13 |
|
|
Commodity contracts |
Power Contracts |
|
$ |
(13 |
) |
|
$ |
13 |
|
|
Commodity contracts |
Interest Rate Risk |
|
$ |
(290 |
) |
|
$ |
315 |
|
|
Long-term debt |
Foreign Currency Risk |
|
$ |
1 |
|
|
$ |
(1 |
) |
|
Forward contracts |
68
Item 8. Financial Statements and Supplementary Data
The following consolidated financial statements and schedules are included herein.
69
Controls and Procedures
(a) Evaluation of disclosure controls and procedures
Management of the Company carried out an evaluation, under the supervision and with the
participation of DTE Energys Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Companys disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2007, which is the end of
the period covered by this report. Based on this evaluation, the Companys Chief Executive Officer
and Chief Financial Officer have concluded that such controls and procedures are effective in
ensuring that information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SECs rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information required to be
disclosed by the Company in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the Companys management, including its Chief Executive Officer and
Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Due to the inherent limitations in the effectiveness of any disclosure controls and procedures,
management cannot provide absolute assurance that the objectives of its disclosure controls and
procedures will be attained.
(b) Managements report on internal control over financial reporting
The management of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting. The Companys internal control system was designed to provide
reasonable assurance to the Companys management and Board of Directors regarding the preparation
and fair presentation of published financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore,
even those systems determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Projections of any evaluation of the
effectiveness to future periods are subject to the risks that a control may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
The Companys management assessed the effectiveness of the Companys internal control over
financial reporting as of December 31, 2007. In making this assessment, it used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal
ControlIntegrated Framework. Based on our assessment, management believes that, as of December
31, 2007, the Companys internal control over financial reporting was effective based on those
criteria.
The Companys independent registered public accounting firm that audited the financial statements
included in this annual report has issued an attestation report on the Companys internal control
over financial reporting.
(c) Changes in internal control over financial reporting
The Company has established a formal assessment process and related procedures to evaluate the
effectiveness of internal control over financial reporting using criteria specified by COSO. The
assessment process is comprehensive in scope, utilizes internal and external resources and involves
many individuals at various levels of the Company in the design, testing and evaluation of internal
control.
As part of the evaluation and assessment process, the Company has been improving the design and
operating effectiveness of many entity-level and process-level controls. Control testing and
remediation activities provide reasonable, but not absolute, assurance that a material weakness in
internal control over financial reporting will be avoided. The inherent limitations of our current
internal controls, a portion of which are manual by their nature, contribute to the potential for
control deficiencies. Management does not believe any areas requiring further improvement
constitute a material weakness in internal control over financial reporting as of December 31,
2007.
In April 2007, we began implementing the second phase of our Enterprise Business Systems (EBS)
project. EBS is an enterprise resource planning system initiative to improve existing processes and
to implement new core information systems, relating to finance, human resources, supply chain and
work management. Changes have been made to many aspects of our internal control over financial
reporting to adapt to EBS. Management continues to support, sustain and monitor our ongoing
continuous improvement efforts in connection with the transition to EBS, to ensure that the
transition to EBS does not have a material negative impact on our internal control over financial
reporting.
70
There have been no other changes in the Companys internal control over financial reporting during
the quarter ended December 31, 2007 that have materially affected, or are reasonably likely to
materially affect, the Companys internal control over financial reporting.
71
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of DTE Energy Company:
We have audited the consolidated statements of financial position of DTE Energy Company and
subsidiaries (the Company) as of December 31, 2007 and 2006, and the related consolidated
statements of operations, cash flows, and changes in shareholders equity and comprehensive income
for each of the three years in the period ended December 31, 2007. Our audits also included the
financial statement schedules listed in the Index at Item 15. These financial statements and
financial statement schedules are the responsibility of the Companys management. Our
responsibility is to express an opinion on the consolidated financial statements and financial
statement schedules based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects,
the financial position of DTE Energy Company and subsidiaries at December 31, 2007 and 2006, and
the results of their operations and their cash flows for each of the three years in the period
ended December 31, 2007 in conformity with accounting principles generally accepted in the United
States of America. Also, in our opinion, such financial statement schedules, when considered in
relation to the basic consolidated financial statements of the Company taken as a whole, present
fairly, in all material respects, the information set forth therein.
As discussed in Note 8 to the consolidated financial statements, in connection with the required
adoption of a new accounting standard, the Company changed its method of accounting for uncertainty
in income taxes on January 1, 2007. As discussed in Notes 17 and
18 to the consolidated financial
statements, in connection with the required adoption of new accounting standards, in 2006 the
Company changed its method of accounting for defined benefit pension and other postretirement plans
and share based payments, respectively. As discussed in Note 1 to the
consolidated financial statements, in connection with the required
adoption of new accounting standards, in 2005 the Company changed its
method of accounting for asset retirement obligations.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the Companys internal control over financial reporting as of December 31,
2007, based on the criteria established in Internal ControlIntegrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission and
our report dated March 7, 2008
expressed an unqualified opinion on the Companys internal control over financial reporting.
/S/ DELOITTE & TOUCHE LLP
Detroit, Michigan
March 7, 2008
72
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of DTE Energy Company:
We have audited the internal control over financial reporting of DTE Energy Company and
subsidiaries (the Company) as of December 31, 2007, based on criteria established in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. The Companys management is responsible for maintaining effective internal control
over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting, included in the accompanying Managements report on internal control over
financial reporting. Our responsibility is to express an opinion on the Companys internal control
over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed by, or under the
supervision of, the companys principal executive and principal financial officers, or persons
performing similar functions, and effected by the companys board of directors, management, and
other personnel 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. A companys internal control over financial reporting includes
those policies and procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the
possibility of collusion or improper management override of controls, material misstatements due to
error or fraud may not be prevented or detected on a timely basis. Also, projections of any
evaluation of the effectiveness of the internal control over financial reporting to future periods
are subject to the risk that the controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2007, based on the criteria established in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated financial statements and financial statement schedules as
of and for the year ended December 31, 2007 of the Company and
our report dated March 7, 2008
expressed an unqualified opinion on those consolidated financial statements and financial statement
schedules and included an explanatory paragraph regarding the Companys adoption of new accounting
standards.
/S/ DELOITTE & TOUCHE LLP
Detroit, Michigan
March 7, 2008
73
DTE Energy Company
Consolidated Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31 |
|
(in Millions, Except per Share Amounts) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Operating Revenues |
|
$ |
8,506 |
|
|
$ |
8,159 |
|
|
$ |
8,094 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Fuel, purchased power and gas |
|
|
3,553 |
|
|
|
3,056 |
|
|
|
3,530 |
|
Operation and maintenance |
|
|
2,892 |
|
|
|
2,677 |
|
|
|
2,625 |
|
Depreciation, depletion and amortization |
|
|
932 |
|
|
|
990 |
|
|
|
810 |
|
Taxes other than income |
|
|
357 |
|
|
|
309 |
|
|
|
254 |
|
Gain on sale of non-utility business (Note 3) |
|
|
(900 |
) |
|
|
|
|
|
|
|
|
Other asset (gains) and losses, reserves and
impairments, net |
|
|
37 |
|
|
|
67 |
|
|
|
(23 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,871 |
|
|
|
7,099 |
|
|
|
7,196 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
|
1,635 |
|
|
|
1,060 |
|
|
|
898 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (Income) and Deductions |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
533 |
|
|
|
525 |
|
|
|
518 |
|
Interest income |
|
|
(25 |
) |
|
|
(26 |
) |
|
|
(22 |
) |
Other income |
|
|
(93 |
) |
|
|
(61 |
) |
|
|
(68 |
) |
Other expenses |
|
|
65 |
|
|
|
86 |
|
|
|
55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
480 |
|
|
|
524 |
|
|
|
483 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Before Income Taxes and Minority Interest |
|
|
1,155 |
|
|
|
536 |
|
|
|
415 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Tax Provision |
|
|
364 |
|
|
|
146 |
|
|
|
106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority Interest |
|
|
4 |
|
|
|
1 |
|
|
|
37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from Continuing Operations |
|
|
787 |
|
|
|
389 |
|
|
|
272 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued Operations |
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations, net of tax |
|
|
4 |
|
|
|
208 |
|
|
|
50 |
|
Minority interest in discontinued operations |
|
|
(188 |
) |
|
|
(251 |
) |
|
|
(318 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
184 |
|
|
|
43 |
|
|
|
268 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative Effect of Accounting Changes, net of tax |
|
|
|
|
|
|
1 |
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
$ |
971 |
|
|
$ |
433 |
|
|
$ |
537 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings per Common Share |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
4.64 |
|
|
$ |
2.19 |
|
|
$ |
1.56 |
|
Discontinued operations |
|
|
1.09 |
|
|
|
.24 |
|
|
|
1.53 |
|
Cumulative effect of accounting changes |
|
|
|
|
|
|
.01 |
|
|
|
(.02 |
) |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
5.73 |
|
|
$ |
2.44 |
|
|
$ |
3.07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings per Common Share |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
4.62 |
|
|
$ |
2.18 |
|
|
$ |
1.55 |
|
Discontinued operations |
|
|
1.08 |
|
|
|
.24 |
|
|
|
1.52 |
|
Cumulative effect of accounting changes |
|
|
|
|
|
|
.01 |
|
|
|
(.02 |
) |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
5.70 |
|
|
$ |
2.43 |
|
|
$ |
3.05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Common Shares Outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
169 |
|
|
|
177 |
|
|
|
175 |
|
Diluted |
|
|
170 |
|
|
|
178 |
|
|
|
176 |
|
Dividends Declared per Common Share |
|
$ |
2.12 |
|
|
$ |
2.075 |
|
|
$ |
2.06 |
|
See Notes to Consolidated Financial Statements
74
DTE Energy Company
Consolidated Statements of Financial Position
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
(in Millions) |
|
2007 |
|
|
2006 |
|
ASSETS |
|
|
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
123 |
|
|
$ |
147 |
|
Restricted cash |
|
|
140 |
|
|
|
146 |
|
Accounts receivable (less allowance for doubtful accounts of $182 and $170,
respectively) |
|
|
|
|
|
|
|
|
Customer |
|
|
1,658 |
|
|
|
1,427 |
|
Collateral held by others |
|
|
56 |
|
|
|
68 |
|
Other |
|
|
448 |
|
|
|
442 |
|
Accrued power and gas supply cost recovery revenue |
|
|
76 |
|
|
|
117 |
|
Inventories |
|
|
|
|
|
|
|
|
Fuel and gas |
|
|
429 |
|
|
|
562 |
|
Materials and supplies |
|
|
204 |
|
|
|
153 |
|
Deferred income taxes |
|
|
387 |
|
|
|
245 |
|
Assets from risk management and trading activities |
|
|
195 |
|
|
|
461 |
|
Other |
|
|
196 |
|
|
|
193 |
|
Current assets held for sale |
|
|
83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,995 |
|
|
|
3,961 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments |
|
|
|
|
|
|
|
|
Nuclear decommissioning trust funds |
|
|
824 |
|
|
|
740 |
|
Other |
|
|
446 |
|
|
|
505 |
|
|
|
|
|
|
|
|
|
|
|
1,270 |
|
|
|
1,245 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property |
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
|
18,809 |
|
|
|
19,224 |
|
Less accumulated depreciation and depletion |
|
|
(7,401 |
) |
|
|
(7,773 |
) |
|
|
|
|
|
|
|
|
|
|
11,408 |
|
|
|
11,451 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Assets |
|
|
|
|
|
|
|
|
Goodwill |
|
|
2,037 |
|
|
|
2,057 |
|
Regulatory assets |
|
|
2,786 |
|
|
|
3,226 |
|
Securitized regulatory assets |
|
|
1,124 |
|
|
|
1,235 |
|
Intangible assets |
|
|
25 |
|
|
|
72 |
|
Notes receivable |
|
|
87 |
|
|
|
164 |
|
Assets from risk management and trading activities |
|
|
207 |
|
|
|
164 |
|
Prepaid pension assets |
|
|
152 |
|
|
|
71 |
|
Other |
|
|
116 |
|
|
|
139 |
|
Noncurrent assets held for sale |
|
|
547 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,081 |
|
|
|
7,128 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
23,754 |
|
|
$ |
23,785 |
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements
75
DTE Energy Company
Consolidated Statements of Financial Position
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
(in Millions, Except Shares) |
|
2007 |
|
|
2006 |
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
1,198 |
|
|
$ |
1,145 |
|
Accrued interest |
|
|
112 |
|
|
|
115 |
|
Dividends payable |
|
|
87 |
|
|
|
94 |
|
Short-term borrowings |
|
|
1,084 |
|
|
|
1,131 |
|
Current portion long-term debt, including capital leases |
|
|
454 |
|
|
|
354 |
|
Liabilities from risk management and trading activities |
|
|
282 |
|
|
|
437 |
|
Deferred gains and reserves |
|
|
400 |
|
|
|
208 |
|
Other |
|
|
566 |
|
|
|
680 |
|
Current liabilities associated with assets held for sale |
|
|
48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,231 |
|
|
|
4,164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt (net of current portion) |
|
|
|
|
|
|
|
|
Mortgage bonds, notes and other |
|
|
5,576 |
|
|
|
5,918 |
|
Securitization bonds |
|
|
1,065 |
|
|
|
1,185 |
|
Trust preferred-linked securities |
|
|
289 |
|
|
|
289 |
|
Capital lease obligations |
|
|
41 |
|
|
|
82 |
|
|
|
|
|
|
|
|
|
|
|
6,971 |
|
|
|
7,474 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Liabilities |
|
|
|
|
|
|
|
|
Deferred income taxes |
|
|
1,824 |
|
|
|
1,465 |
|
Regulatory liabilities |
|
|
1,168 |
|
|
|
765 |
|
Asset retirement obligations |
|
|
1,277 |
|
|
|
1,221 |
|
Unamortized investment tax credit |
|
|
108 |
|
|
|
120 |
|
Liabilities from risk management and trading activities |
|
|
452 |
|
|
|
259 |
|
Liabilities from transportation and storage contracts |
|
|
126 |
|
|
|
157 |
|
Accrued pension liability |
|
|
68 |
|
|
|
388 |
|
Accrued postretirement liability |
|
|
1,094 |
|
|
|
1,414 |
|
Deferred gains |
|
|
15 |
|
|
|
36 |
|
Nuclear decommissioning |
|
|
134 |
|
|
|
119 |
|
Other |
|
|
303 |
|
|
|
312 |
|
Noncurrent liabilities associated with assets held for sale |
|
|
82 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,651 |
|
|
|
6,256 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies (Notes 5, 6, and 16) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority Interest |
|
|
48 |
|
|
|
42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders Equity |
|
|
|
|
|
|
|
|
Common stock, without par value, 400,000,000 shares
authorized, 163,232,095 and 177,138,060 shares issued
and outstanding, respectively |
|
|
3,176 |
|
|
|
3,467 |
|
Retained earnings |
|
|
2,790 |
|
|
|
2,593 |
|
Accumulated other comprehensive loss |
|
|
(113 |
) |
|
|
(211 |
) |
|
|
|
|
|
|
|
|
|
|
5,853 |
|
|
|
5,849 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders Equity |
|
$ |
23,754 |
|
|
$ |
23,785 |
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements
76
DTE Energy Company
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31 |
|
(in Millions) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Operating Activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
971 |
|
|
$ |
433 |
|
|
$ |
537 |
|
Adjustments to reconcile net income to net cash from
operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion and amortization |
|
|
926 |
|
|
|
1,014 |
|
|
|
872 |
|
Deferred income taxes |
|
|
144 |
|
|
|
28 |
|
|
|
147 |
|
Gain on sale of non-utility business |
|
|
(900 |
) |
|
|
|
|
|
|
|
|
Other asset (gains), losses and reserves, net |
|
|
(9 |
) |
|
|
(11 |
) |
|
|
(38 |
) |
Gain on sale of interests in synfuel projects |
|
|
(248 |
) |
|
|
(38 |
) |
|
|
(367 |
) |
Impairment of synfuel projects |
|
|
4 |
|
|
|
77 |
|
|
|
|
|
Partners share of synfuel project losses |
|
|
(188 |
) |
|
|
(251 |
) |
|
|
(318 |
) |
Contributions from synfuel partners |
|
|
229 |
|
|
|
197 |
|
|
|
243 |
|
Cumulative effect of accounting changes |
|
|
|
|
|
|
(1 |
) |
|
|
3 |
|
Changes in assets and liabilities, exclusive of changes
shown separately (Note 1) |
|
|
196 |
|
|
|
8 |
|
|
|
(78 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash from operating activities |
|
|
1,125 |
|
|
|
1,456 |
|
|
|
1,001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
Plant and equipment expenditures utility |
|
|
(1,035 |
) |
|
|
(1,126 |
) |
|
|
(850 |
) |
Plant and equipment expenditures non-utility |
|
|
(264 |
) |
|
|
(277 |
) |
|
|
(215 |
) |
Acquisitions, net of cash acquired |
|
|
|
|
|
|
(42 |
) |
|
|
(50 |
) |
Proceeds from sale of interests in synfuel projects |
|
|
447 |
|
|
|
246 |
|
|
|
349 |
|
Refunds to synfuel partners |
|
|
(115 |
) |
|
|
|
|
|
|
|
|
Proceeds from sale of non-utility business |
|
|
1,262 |
|
|
|
|
|
|
|
|
|
Proceeds from sale of other assets, net |
|
|
85 |
|
|
|
67 |
|
|
|
60 |
|
Restricted cash for debt redemptions |
|
|
6 |
|
|
|
(21 |
) |
|
|
4 |
|
Proceeds from sale of nuclear decommissioning trust
fund assets |
|
|
286 |
|
|
|
253 |
|
|
|
201 |
|
Investment in nuclear decommissioning trust funds |
|
|
(323 |
) |
|
|
(284 |
) |
|
|
(235 |
) |
Other investments |
|
|
(19 |
) |
|
|
(10 |
) |
|
|
(66 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash from (used) for investing activities |
|
|
330 |
|
|
|
(1,194 |
) |
|
|
(802 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of long-term debt |
|
|
50 |
|
|
|
612 |
|
|
|
869 |
|
Redemption of long-term debt |
|
|
(393 |
) |
|
|
(687 |
) |
|
|
(1,266 |
) |
Short-term borrowings, net |
|
|
(47 |
) |
|
|
291 |
|
|
|
437 |
|
Issuance of common stock |
|
|
|
|
|
|
17 |
|
|
|
172 |
|
Repurchase of common stock |
|
|
(708 |
) |
|
|
(61 |
) |
|
|
(13 |
) |
Dividends on common stock |
|
|
(364 |
) |
|
|
(365 |
) |
|
|
(360 |
) |
Other |
|
|
(6 |
) |
|
|
(10 |
) |
|
|
(6 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash used for financing activities |
|
|
(1,468 |
) |
|
|
(203 |
) |
|
|
(167 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) in Cash and Cash Equivalents |
|
|
(13 |
) |
|
|
59 |
|
|
|
32 |
|
Cash and Cash Equivalents Reclassified to Assets Held for
Sale |
|
|
(11 |
) |
|
|
|
|
|
|
|
|
Cash and Cash Equivalents at Beginning of Period |
|
|
147 |
|
|
|
88 |
|
|
|
56 |
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents at End of Period |
|
$ |
123 |
|
|
$ |
147 |
|
|
$ |
88 |
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements
77
DTE Energy Company
Consolidated Statements of Changes in Shareholders Equity and Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
Common Stock |
|
Retained |
|
Other Comprehensive |
|
|
(Dollars in Millions, Shares in Thousands) |
|
Shares |
|
Amount |
|
Earnings |
|
Loss |
|
Total |
|
Balance, December 31, 2004 |
|
|
174,209 |
|
|
$ |
3,323 |
|
|
$ |
2,383 |
|
|
$ |
(158 |
) |
|
$ |
5,548 |
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
537 |
|
|
|
|
|
|
|
537 |
|
Issuance of new shares |
|
|
3,686 |
|
|
|
172 |
|
|
|
|
|
|
|
|
|
|
|
172 |
|
Dividends declared on common stock |
|
|
|
|
|
|
|
|
|
|
(363 |
) |
|
|
|
|
|
|
(363 |
) |
Repurchase and retirement of common stock |
|
|
(288 |
) |
|
|
(13 |
) |
|
|
|
|
|
|
|
|
|
|
(13 |
) |
Benefit obligations, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
|
|
4 |
|
Net change in unrealized losses on
derivatives, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(106 |
) |
|
|
(106 |
) |
Net change in unrealized losses on
investments, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11 |
) |
|
|
(11 |
) |
Stock-based compensation and other |
|
|
207 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
Balance, December 31, 2005 |
|
|
177,814 |
|
|
|
3,483 |
|
|
|
2,557 |
|
|
|
(271 |
) |
|
|
5,769 |
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
433 |
|
|
|
|
|
|
|
433 |
|
Issuance of new shares |
|
|
411 |
|
|
|
17 |
|
|
|
|
|
|
|
|
|
|
|
17 |
|
Dividends declared on common stock |
|
|
|
|
|
|
|
|
|
|
(368 |
) |
|
|
|
|
|
|
(368 |
) |
Repurchase and retirement of common stock |
|
|
(1,283 |
) |
|
|
(32 |
) |
|
|
(29 |
) |
|
|
|
|
|
|
(61 |
) |
Adjustment to initially apply SFAS No. 158,
net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(38 |
) |
|
|
(38 |
) |
Benefit obligations, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 |
|
|
|
3 |
|
Net change in unrealized losses on
derivatives, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
102 |
|
|
|
102 |
|
Net change in unrealized losses on
investments, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7 |
) |
|
|
(7 |
) |
Stock-based compensation and other |
|
|
196 |
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
Balance, December 31, 2006 |
|
|
177,138 |
|
|
|
3,467 |
|
|
|
2,593 |
|
|
|
(211 |
) |
|
|
5,849 |
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
971 |
|
|
|
|
|
|
|
971 |
|
Implementation of FIN 48 |
|
|
|
|
|
|
|
|
|
|
(5 |
) |
|
|
|
|
|
|
(5 |
) |
Benefit obligations, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
|
|
6 |
|
Dividends declared on common stock |
|
|
|
|
|
|
|
|
|
|
(358 |
) |
|
|
|
|
|
|
(358 |
) |
Repurchase and retirement of common stock |
|
|
(14,440 |
) |
|
|
(297 |
) |
|
|
(411 |
) |
|
|
|
|
|
|
(708 |
) |
Net change in unrealized losses on
derivatives, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
91 |
|
|
|
91 |
|
Net change in unrealized losses on
investments, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
1 |
|
Stock-based compensation and other |
|
|
534 |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
6 |
|
|
Balance, December 31, 2007 |
|
|
163,232 |
|
|
$ |
3,176 |
|
|
$ |
2,790 |
|
|
$ |
(113 |
) |
|
$ |
5,853 |
|
|
The following table displays comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Net income |
|
$ |
971 |
|
|
$ |
433 |
|
|
$ |
537 |
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss), net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligations, net of taxes of $3, $2 and $2 |
|
|
6 |
|
|
|
3 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains (losses) on derivatives: |
|
|
|
|
|
|
|
|
|
|
|
|
Gains (losses) arising during the period, net of taxes of $(76), $3 and $(78) |
|
|
(141 |
) |
|
|
6 |
|
|
|
(145 |
) |
Amounts reclassified to income, net of taxes of $125, $52 and $21 |
|
|
232 |
|
|
|
96 |
|
|
|
39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
91 |
|
|
|
102 |
|
|
|
(106 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
unrealized gains (losses) on investments: |
|
|
|
|
|
|
|
|
|
|
|
|
Gains (losses) arising during the period, net of taxes of $2, $(4) and $(3) | |
|
4 |
|
|
|
(7 |
) |
|
|
(6 |
) |
Amounts reclassified to income, net of taxes of $(2), $- and $(2) |
|
|
(3 |
) |
|
|
|
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
(7 |
) |
|
|
(11 |
) |
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
1,069 |
|
|
$ |
531 |
|
|
$ |
424 |
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements
78
DTE Energy Company
Notes to Consolidated Financial Statements
NOTE 1 SIGNIFICANT ACCOUNTING POLICIES
Corporate Structure
DTE Energy owns the following businesses:
|
|
|
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 1.3 million customers throughout
Michigan; and |
|
|
|
|
Our four non-utility segments are involved in 1) coal transportation and marketing, gas
pipelines processing and storage; 2) unconventional gas project development and production;
3) power and industrial projects; and 4) energy marketing and trading operations. |
Detroit Edison and MichCon are regulated by the MPSC. The FERC regulates certain activities of
Detroit Edisons business as well as various other aspects of businesses under DTE Energy. In
addition, the Company is regulated by other federal and state regulatory agencies including the
NRC, the EPA and MDEQ.
References in this report to Company or DTE are to DTE Energy and its subsidiaries,
collectively.
Principles of Consolidation
The Company consolidates all majority owned subsidiaries and investments in entities in which it
has controlling influence. Non-majority owned investments are accounted for using the equity method
when the Company is able to influence the operating policies of the investee. Non-majority owned
investments include investments in limited liability companies, partnerships or joint ventures.
When the Company does not influence the operating policies of an investee, the cost method is used.
These consolidated financial statements also reflect the Companys proportionate interests in
certain jointly owned utility plant. The Company eliminates all intercompany balances and
transactions.
For entities that are considered variable interest entities, the Company applies the provisions of
FIN 46-R, Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51.
Basis of Presentation
The accompanying Consolidated Financial Statements are prepared using accounting principles
generally accepted in the United States of America. These accounting principles require management
to use estimates and assumptions that impact reported amounts of assets, liabilities, revenues and
expenses, and the disclosure of contingent assets and liabilities. Actual results may differ from
the Companys estimates.
Revenues
Revenues from the sale and delivery of electricity, and the sale, delivery and storage of natural
gas are recognized as services are provided. Detroit Edison and MichCon record revenues for
electric and gas provided but unbilled at the end of each month. Detroit Edisons accrued revenues include a component for the cost of power sold that is
recoverable through the PSCR mechanism. MichCons accrued revenues include a component for the cost
of gas sold
79
that is recoverable through the GCR mechanism. Annual PSCR and GCR proceedings before
the MPSC permit Detroit Edison and MichCon to recover prudent and reasonable supply costs. Any
overcollection or undercollection of costs, including interest, will be reflected in future rates.
See Note 5.
Non-utility businesses recognize revenues as services are provided and products are delivered. The
Energy Trading segment records in revenues net unrealized derivative gains and losses on energy
trading contracts, including those to be physically settled. Net gains or losses on foreign
currency derivatives are reported in Other income or Other expenses, respectively.
Comprehensive Income
Comprehensive income is the change in common shareholders equity during a period from transactions
and events from non-owner sources, including net income. As shown in the following table, amounts
recorded to other comprehensive income at December 31, 2007 include unrealized gains and losses
from derivatives accounted for as cash flow hedges, unrealized gains and losses on available for
sale securities, and changes in benefit obligations, consisting of deferred
actuarial losses, prior service costs and transition amounts related
to pension and other postretirement benefit plans, pursuant to SFAS No. 158.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net |
|
|
Net |
|
|
|
|
|
|
Accumulated |
|
|
|
Unrealized |
|
|
Unrealized |
|
|
|
|
|
|
Other |
|
|
|
Losses on |
|
|
Gains on |
|
|
Benefit |
|
|
Comprehensive |
|
(in Millions) |
|
Derivatives |
|
|
Investments |
|
|
Obligations |
|
|
Loss |
|
Beginning balances |
|
$ |
(104 |
) |
|
$ |
15 |
|
|
$ |
(122 |
) |
|
$ |
(211 |
) |
Current period change |
|
|
91 |
|
|
|
1 |
|
|
|
6 |
|
|
|
98 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
(13 |
) |
|
$ |
16 |
|
|
$ |
(116 |
) |
|
$ |
(113 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Equivalents and Restricted Cash
Cash and cash equivalents include cash on hand, cash in banks and temporary investments purchased
with remaining maturities of three months or less. Restricted cash consists of funds held to
satisfy requirements of certain debt and partnership operating agreements. Restricted cash
designated for interest and principal payments within one year is classified as a current asset.
Inventories
The Company values fuel inventory and materials and supplies at average cost.
Gas inventory at MichCon is determined using the last-in, first-out (LIFO) method. At December 31,
2007, the replacement cost of gas remaining in storage exceeded the $32 million LIFO cost by $288
million. During 2007, MichCon liquidated 9.5 billion cubic feet of prior years LIFO layers. The
liquidation reduced 2007 cost of gas by approximately $30 million, but had no impact on earnings as
a result of the GCR mechanism. At December 31, 2006, the replacement cost of gas remaining in
storage exceeded the $77 million LIFO cost by $236 million. During 2006, MichCon liquidated 5.1
billion cubic feet of prior years LIFO layers. The liquidation reduced 2006 cost of gas by
approximately $1 million, but had no impact on earnings as a result of the GCR mechanism.
The Energy Trading segment uses the average cost method for its gas in inventory.
80
Property, Retirement and Maintenance, and Depreciation and Depletion
Summary of property by classification as of December 31:
|
|
|
|
|
|
|
|
|
(in Millions) |
|
2007 |
|
|
2006 |
|
Property, Plant and Equipment |
|
|
|
|
|
|
|
|
Electric Utility |
|
|
|
|
|
|
|
|
Generation |
|
$ |
8,100 |
|
|
$ |
7,667 |
|
Distribution |
|
|
6,272 |
|
|
|
6,249 |
|
|
|
|
|
|
|
|
Total Electric Utility |
|
|
14,372 |
|
|
|
13,916 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gas Utility |
|
|
|
|
|
|
|
|
Distribution |
|
|
2,392 |
|
|
|
2,175 |
|
Storage |
|
|
241 |
|
|
|
245 |
|
Other |
|
|
985 |
|
|
|
985 |
|
|
|
|
|
|
|
|
Total Gas Utility |
|
|
3,618 |
|
|
|
3,405 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-utility and other |
|
|
1,423 |
|
|
|
1,903 |
|
Assets held for sale |
|
|
(604 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total Property, Plant and Equipment |
|
|
18,809 |
|
|
|
19,224 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Accumulated Depreciation and Depletion |
|
|
|
|
|
|
|
|
Electric Utility |
|
|
|
|
|
|
|
|
Generation |
|
|
(3,539 |
) |
|
|
(3,410 |
) |
Distribution |
|
|
(2,101 |
) |
|
|
(2,170 |
) |
|
|
|
|
|
|
|
Total Electric Utility |
|
|
(5,640 |
) |
|
|
(5,580 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gas Utility |
|
|
|
|
|
|
|
|
Distribution |
|
|
(970 |
) |
|
|
(926 |
) |
Storage |
|
|
(100 |
) |
|
|
(108 |
) |
Other |
|
|
(538 |
) |
|
|
(513 |
) |
|
|
|
|
|
|
|
Total Gas Utility |
|
|
(1,608 |
) |
|
|
(1,547 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-utility and other |
|
|
(350 |
) |
|
|
(646 |
) |
Assets held for sale |
|
|
197 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Accumulated Depreciation and Depletion |
|
|
(7,401 |
) |
|
|
(7,773 |
) |
|
|
|
|
|
|
|
Net Property, Plant and Equipment |
|
$ |
11,408 |
|
|
$ |
11,451 |
|
|
|
|
|
|
|
|
Property is stated at cost and includes construction-related labor, materials, overheads and an
allowance for funds used during construction (AFUDC). AFUDC capitalized during 2007 and 2006 was
approximately $32 million and $22 million, respectively. The cost of properties retired, less
salvage value, at Detroit Edison and MichCon is charged to accumulated depreciation.
Expenditures for maintenance and repairs are charged to expense when incurred, except for Fermi 2.
Approximately $4 million of expenses related to the anticipated Fermi 2 refueling outage scheduled
for 2009 were accrued at December 31, 2007. Amounts are being accrued on a pro-rata basis over an
18-month period that began in November 2007. This accrual of outage costs matches the regulatory
recovery of these costs in rates set by the MPSC.
The Company bases depreciation provisions for utility property at Detroit Edison and MichCon on
straight-line and units-of-production rates approved by the MPSC. The composite depreciation rate
for Detroit Edison was 3.3% in 2007, 3.3% in 2006 and 3.4% in 2005. The composite depreciation
rate for MichCon was 3.1% in 2007, 2.8% in 2006 and 3.2% in 2005.
81
The average estimated useful life for each major class of utility property, plant and equipment as
of December 31, 2007 follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Useful Lives in Years |
Utility |
|
Generation |
|
Distribution |
|
Transmission |
|
Electric |
|
|
40 |
|
|
|
37 |
|
|
|
N/A |
|
Gas |
|
|
N/A |
|
|
|
40 |
|
|
|
37 |
|
Non-utility property is depreciated over its estimated useful life using straight-line,
declining-balance or units-of-production methods. The estimated useful lives for major classes of
non-utility assets and facilities ranges from 20 to 40 years.
The Company credits depreciation, depletion and amortization expense when it establishes regulatory
assets for stranded costs related to the electric Customer Choice program and deferred
environmental expenditures. The Company charges depreciation, depletion and amortization expense
when it amortizes the regulatory assets. The Company credits interest expense to reflect the
accretion income on certain regulatory assets.
Intangible assets relating to capitalized software are classified as Property, plant and equipment
and the related amortization is included in Accumulated depreciation and depletion on the
Consolidated Statements of Financial Position. The Company capitalizes the costs associated with
computer software it develops or obtains for use in its business. The Company amortizes intangible
assets on a straight-line basis over the expected period of benefit, ranging from 3 to 15 years.
Intangible assets amortization expense was $42 million in 2007, $37 million in 2006 and $41 million
in 2005. The gross carrying amount and accumulated amortization of intangible assets at December
31, 2007 were $493 million and $141 million, respectively. The gross carrying amount and
accumulated amortization of intangible assets at December 31, 2006 were $503 million and $108
million, respectively. Amortization expense of intangible assets is estimated to be $45 million
annually for 2008 through 2012.
Asset Retirement Obligations
The Company records asset retirement obligations in accordance with SFAS No. 143, Accounting for
Asset Retirement Obligations and FIN 47, Accounting for Conditional Asset Retirement Obligations,
an interpretation of FASB Statement No. 143. The Company has a legal retirement obligation for
the decommissioning costs for its Fermi 1 and Fermi 2 nuclear plants. To a lesser extent, the
Company has legal retirement obligations for the synthetic fuel operations, gas production
facilities, gas gathering facilities and various other operations. The Company has conditional
retirement obligations for gas pipeline retirement costs and disposal of asbestos at certain of its
power plants. To a lesser extent, the Company has conditional retirement obligations at certain
service centers, compressor and gate stations, and disposal costs for PCB contained within
transformers and circuit breakers. The Company recognizes such obligations as liabilities at fair
market value at the time the associated assets are placed in service. Fair value is measured using
expected future cash outflows discounted at our credit-adjusted risk-free rate.
For the Companys regulated operations, timing differences arise in the expense recognition of
legal asset retirement costs that the Company is currently recovering in rates. The Company defers
such differences under SFAS No. 71, Accounting for the Effects of Certain Types
of Regulation.
As a result of adopting FIN 47 on
December 31, 2005, we recorded a plant asset of $26 million with offsetting
accumulated depreciation of $14 million, and an asset retirement obligation
liability of $124 million. We also recorded a cumulative effect amount related
to utility operations as a reduction to a regulatory liability of $108 million
and a cumulative effect charge against earnings of $3 million, after-tax in 2005.
No liability has been recorded with respect to lead-based paint, as the quantities of lead-based
paint in the Companys facilities are unknown. In addition, there is no incremental cost to
demolitions of lead-based paint facilities vs. non-lead-based paint facilities and no regulations
currently exist requiring any type of special disposal of items containing lead-based paint.
82
The Ludington Hydroelectric Power Plant (a jointly owned plant) has an indeterminate life and no
legal obligation currently exists to decommission the plant at some future date. Substations,
manholes and
certain other distribution assets within Detroit Edison have an indeterminate life. Therefore, no
liability has been recorded for these assets.
A reconciliation of the asset retirement obligations for 2007 follows:
|
|
|
|
|
(in Millions) |
|
|
|
|
Asset retirement obligations at January 1, 2007 |
|
$ |
1,221 |
|
Accretion |
|
|
78 |
|
Liabilities incurred |
|
|
4 |
|
Liabilities settled |
|
|
(21 |
) |
Assets held for sale |
|
|
(16 |
) |
Revision in estimated cash flows |
|
|
27 |
|
|
|
|
|
Asset retirement obligations at December 31, 2007 |
|
|
1,293 |
|
Less amount included in current liabilities |
|
|
(16 |
) |
|
|
|
|
|
|
$ |
1,277 |
|
|
|
|
|
Approximately $1.1 billion of the asset retirement obligations represent nuclear decommissioning
liabilities that are funded through a surcharge to electric customers over the life of the Fermi 2
nuclear plant.
Gas Production
The Company follows the successful efforts method of accounting for investments in gas properties.
Under this method of accounting, all property acquisition costs and costs of exploratory and
development wells are capitalized when incurred, pending determination of whether the well has
found proved reserves. If an exploratory well has not found proved reserves, the costs of drilling
the well are expensed. The costs of development wells are capitalized, whether productive or
nonproductive. Geological and geophysical costs on exploratory prospects and the costs of carrying
and retaining unproved properties are expensed as incurred. An impairment loss is recorded to the
extent that capitalized costs of unproved properties, on a property-by-property basis, are
considered not to be realizable. An impairment loss is recorded if the net capitalized costs of
proved gas properties exceed the aggregate related undiscounted future net revenues. Depreciation,
depletion and amortization of proved gas properties are determined using the units-of-production
method.
Long-Lived Assets
The Company reviews its long-lived assets for impairment whenever events or changes in
circumstances indicate the carrying amount of an asset may not be recoverable. If the carrying
amount of the asset exceeds the expected future cash flows generated by the asset, an impairment
loss is recognized resulting in the asset being written down to its estimated fair value. Assets
to be disposed of are reported at the lower of the carrying amount or fair value less, cost to
sell.
83
Goodwill
The Company has goodwill resulting
from purchase business combinations. The change in the carrying
amount of goodwill for the fiscal years ended December 31, 2007
and December 31, 2006 is as follows:
|
|
|
|
|
(in Millions) |
|
|
Total |
|
Balance at December 31, 2005 |
|
|
$2,057 |
|
|
|
|
|
|
Balance at December 31, 2006 |
|
|
2,057 |
|
Synthetic fuels impairment |
|
|
(4 |
) |
Sale of non-utility businesses and other |
|
|
(16 |
) |
|
|
|
|
|
Balance at December 31, 2007 |
|
|
$2,037 |
|
|
|
|
|
|
Intangible Assets
The Company has certain intangible assets relating to non-utility contracts and emission
allowances. The Company amortizes intangible assets on a straight-line basis over the expected
period of benefit, ranging from 4 to 30 years. Intangible assets amortization expense was $2
million in 2007, $5 million in 2006 and $2 million in 2005. The gross carrying amount and
accumulated amortization of intangible assets at December 31, 2007 were $31 million and $6 million,
respectively. The gross carrying amount and accumulated amortization of intangible assets at
December 31, 2006 were $80 million and $8 million, respectively. Net intangible assets reclassified
to Assets held for sale totaled $38 million at December 31, 2007. Amortization expense of
intangible assets is estimated to be $3 million annually for 2008 through 2012.
Excise and Sales Taxes
The Company records the billing of excise and sales taxes as a receivable with an offsetting
payable to the applicable taxing authority, with no impact on the Consolidated Statements of
Operations.
Deferred Debt Costs
The costs related to the issuance of long-term debt are deferred and amortized over the life of
each debt issue. In accordance with MPSC regulations applicable to the Companys electric and gas
utilities, the unamortized discount, premium and expense related to debt redeemed with a
refinancing are amortized over the life of the replacement issue. Discount, premium and expense on
early redemptions of debt associated with non-utility operations are charged to earnings.
Insured and Uninsured Risks
The Companys comprehensive insurance program provides coverage for various types of risks. The
Companys insurance policies cover risk of loss from property damage, general liability, workers
compensation, auto liability, and directors and officers liability. Under its risk management
policy, the Company self-insures portions of certain risks up to specified limits, depending on the
type of exposure. The Company has an actuarially determined estimate of its incurred but not
reported liability prepared annually and adjusts its reserves for self-insured risks as
appropriate.
84
Investments in Debt and Equity Securities
The Company generally classifies investments in debt and equity securities as either trading or
available-for-sale and has recorded such investments at market value with unrealized gains or
losses included in earnings or in other comprehensive income or loss, respectively. Changes in the
fair value of Fermi 2 nuclear decommissioning investments are recorded as adjustments to regulatory
assets or liabilities, due to a recovery mechanism from customers. The Companys investments are
reviewed for impairment each reporting period. If the assessment indicates that the impairment is
other than temporary, a loss is recognized resulting in the investment being written down to its
estimated fair value. See Note 6.
Consolidated Statement of Cash Flows
A detailed analysis of the changes in assets and liabilities that are reported in the Consolidated
Statement of Cash Flows follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Changes in Assets and Liabilities, Exclusive of
Changes Shown Separately |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable, net |
|
$ |
(102 |
) |
|
$ |
441 |
|
|
$ |
(633 |
) |
Accrued GCR revenue |
|
|
(10 |
) |
|
|
120 |
|
|
|
(16 |
) |
Inventories |
|
|
80 |
|
|
|
(49 |
) |
|
|
(6 |
) |
Recoverable pension and postretirement costs |
|
|
738 |
|
|
|
(1,184 |
) |
|
|
61 |
|
Accrued/prepaid pensions |
|
|
(401 |
) |
|
|
218 |
|
|
|
17 |
|
Accounts payable |
|
|
6 |
|
|
|
(68 |
) |
|
|
290 |
|
Accrued PSCR refund |
|
|
41 |
|
|
|
(101 |
) |
|
|
(127 |
) |
Income taxes payable |
|
|
(19 |
) |
|
|
46 |
|
|
|
(38 |
) |
Risk management and trading activities |
|
|
160 |
|
|
|
(518 |
) |
|
|
353 |
|
Postretirement obligation |
|
|
(320 |
) |
|
|
1,008 |
|
|
|
132 |
|
Other assets |
|
|
(430 |
) |
|
|
(134 |
) |
|
|
(9 |
) |
Other liabilities |
|
|
453 |
|
|
|
229 |
|
|
|
(102 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
196 |
|
|
$ |
8 |
|
|
$ |
(78 |
) |
|
|
|
|
|
|
|
|
|
|
Supplementary cash and non-cash information for the years ended December 31, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
2007 |
|
2006 |
|
2005 |
Cash paid for: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest (net of interest capitalized) |
|
$ |
537 |
|
|
$ |
526 |
|
|
$ |
516 |
|
Income taxes |
|
$ |
326 |
|
|
$ |
89 |
|
|
$ |
80 |
|
Noncash investing and financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Notes received from sale of synfuel projects |
|
$ |
|
|
|
$ |
|
|
|
$ |
20 |
|
Sale of assets |
|
|
|
|
|
|
|
|
|
|
|
|
Note receivable |
|
$ |
|
|
|
$ |
|
|
|
$ |
47 |
|
Other assets |
|
$ |
|
|
|
$ |
|
|
|
$ |
45 |
|
In conjunction with maintaining certain traded risk management positions, the Company may be
required to post cash collateral with its clearing agent; therefore, the Company entered into a
demand financing agreement for up to $150 million with its clearing agent in lieu of posting
additional cash collateral (a non-cash transaction). The amounts outstanding under this facility
were $13 million and $23 million at December 31, 2007 and 2006, respectively.
85
Other asset (gains) and losses, reserves and impairments, net
The following items are included in the Other asset (gains) and losses, reserves and impairments,
net line in the Consolidated Statements of Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Electric utility |
|
$ |
8 |
|
|
$ |
(6 |
) |
|
$ |
(26 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-utility: |
|
|
|
|
|
|
|
|
|
|
|
|
Barnett shale |
|
|
27 |
|
|
|
(4 |
) |
|
|
|
|
Waste coal recovery |
|
|
|
|
|
|
19 |
|
|
|
|
|
Landfill gas recovery |
|
|
|
|
|
|
14 |
|
|
|
|
|
Power generation |
|
|
|
|
|
|
42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27 |
|
|
|
71 |
|
|
|
|
|
Other |
|
|
2 |
|
|
|
2 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
37 |
|
|
$ |
67 |
|
|
$ |
(23 |
) |
|
|
|
|
|
|
|
|
|
|
See the following notes for other accounting policies impacting the Companys financial statements:
|
|
|
|
|
Note |
|
Title |
|
|
2 |
|
|
New Accounting Pronouncements |
|
5 |
|
|
Regulatory Matters |
|
8 |
|
|
Income Taxes |
|
15 |
|
|
Financial and Other Derivative Instruments |
|
17 |
|
|
Retirement Benefits and Trusteed Assets |
|
18 |
|
|
Stock-based Compensation |
NOTE 2 NEW ACCOUNTING PRONOUNCEMENTS
Fair Value Accounting
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines fair
value, establishes a framework for measuring fair value in generally accepted accounting
principles, and expands disclosures about fair value measurements. It emphasizes that fair value is
a market-based measurement, not an entity-specific measurement. Fair value measurement should be
determined based on the assumptions that market participants would use in pricing an asset or
liability. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, and
interim periods within those fiscal years. The Company adopted SFAS No. 157 effective January 1,
2008. The FASB deferred the effective date of SFAS No. 157 as it pertains to non-financial assets
and liabilities to January 1, 2009. The adoption of SFAS No. 157 will not have a material impact to
the January 1, 2008 balance of retained earnings.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities Including an Amendment of FASB Statement No. 115. This standard permits an
entity to choose to measure many financial instruments and certain other items at fair value. The
fair value option established by SFAS No. 159 permits all entities to choose to measure eligible
items at fair value at specified election dates. An entity will report in earnings unrealized gains
and losses on items, for which the fair value option has been elected, at each subsequent reporting
date. The fair value option: (a) may be applied instrument by instrument, with a few exceptions,
such as investments otherwise accounted for by the equity method; (b) is irrevocable (unless a new
election date occurs); and (c) is applied only to
86
entire instruments and not to portions of
instruments. SFAS No. 159 is effective as of the beginning of an entitys first fiscal year that
begins after November 15, 2007. The adoption of SFAS No. 159 is not expected to have a material
impact to the Companys financial statements. At January 1, 2008, the Company has not elected to
use the fair value option for financial assets and liabilities held at that date.
Offsetting Amounts Related to Certain Contracts
In April 2007, the FASB issued FSP FIN 39-1, Amendment of FASB Interpretation No. 39. This standard
will permit the Company to offset the fair value of derivative instruments with cash collateral
received or paid for those derivative instruments executed with the same counterparty under a
master netting arrangement. As a result, the Company will be permitted to record one net asset or
liability that represents the total net exposure of all derivative positions under a master netting
arrangement. The decision to offset derivative positions under master netting arrangements remains
an accounting policy choice. The Company presently records the net fair value of derivative assets
and liabilities for those contracts held by Energy Trading that are subject to master netting
arrangements, and separately records amounts for cash collateral received or paid for these
instruments. Under this standard, if the Company chooses to offset the collateral amounts against
the fair value of derivative assets and liabilities, both the Companys total assets and total
liabilities could be reduced. The guidance in this FSP is effective for fiscal years beginning
after November 15, 2007, with early application permitted. The FSP is to be applied retrospectively
by adjusting the financial statements for all periods presented. The company adopted the FSP as of
January 1, 2008.
Business Combinations
In December 2007, the FASB issued SFAS No. 141(R), Business Combinations. The objective of this
Statement is to improve the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial reports about a business combination
and its effects. To accomplish that, this Statement establishes principles and requirements for how
the acquirer:
|
|
|
Recognizes and measures in its financial statements the identifiable assets acquired,
the
liabilities assumed, and any noncontrolling interest in the
acquiree; |
|
|
|
|
Recognizes and measures the goodwill acquired in the business combination or a gain from
a
bargain purchase; and |
|
|
|
|
Determines what information to disclose to enable users of the financial statements to
evaluate
the nature and financial effects of the business combination. |
SFAS No. 141(R) shall be applied prospectively to business combinations for which the acquisition
date is on or after the beginning of the first annual reporting period beginning on or after
December 15, 2008. Earlier adoption is prohibited. The Company is currently assessing the effects
of this statement, and has not yet determined its impact on its consolidated financial statements.
Noncontrolling Interests in Consolidated Financial Statements
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial
Statements an Amendment of ARB No. 51. The standard requires:
|
|
|
The ownership interests in subsidiaries held by parties other than the parent be clearly
identified, labeled, and presented in the consolidated statement of financial position
within equity, but separate from the parents equity; |
|
|
|
|
The amount of consolidated net income attributable to the parent and to the
noncontrolling interest be clearly identified and presented on the face of the consolidated
statement of income; |
|
|
|
|
Changes in a parents ownership interest while the parent retains its controlling
financial interest in its subsidiary be accounted for as equity transactions;
|
87
|
|
|
When a subsidiary is deconsolidated, any retained noncontrolling equity investment in
the former subsidiary be initially measured at fair value. The gain or loss on the
deconsolidation of the subsidiary is measured using the fair value of any noncontrolling
equity investment rather than the carrying amount of that retained investment; and |
|
|
|
|
Entities provide sufficient disclosures that clearly identify and distinguish between
the interests of the parent and the interests of the noncontrolling owners. |
SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Earlier adoption is prohibited. This Statement shall be
applied prospectively as of the beginning of the fiscal year in which this Statement is initially
applied, except for the presentation and disclosure requirements. The presentation and disclosure
requirements shall be applied retrospectively for all periods presented. The Company is currently
assessing the effects of this statement, and has not yet determined its impact on its consolidated
financial statements.
NOTE 3 DISPOSALS AND DISCONTINUED OPERATIONS
Sale of Antrim Shale Gas Exploration and Production Business
In 2007, the Company sold its Antrim shale gas exploration and production business (Antrim) for
gross proceeds of $1.262 billion. The pre-tax gain recognized on this sale amounted to $900 million
($580 million after-tax) and is reported on the Consolidated Statements of Operations under the
line item, Gain on sale of non-utility business, and included in the Corporate & Other segment.
Prior to the sale, the operating results of Antrim were reflected in the Unconventional Gas
Production segment.
The Antrim business is not presented as a discontinued operation due to continuation of cash flows
related to the sale of a portion of Antrims natural gas production to Energy Trading under the
terms of natural gas sales contracts that expire in 2010 and 2012. These continuing cash flows,
while not significant to DTE Energy, are significant to Antrim and therefore meet the definition of
continuing cash flows as described in EITF 03-13, Applying the Conditions in Paragraph 42 of FASB
Statement No. 144 in Determining Whether to Report Discontinued Operations.
Prior to the sale, a substantial portion of the Companys price risk related to expected gas
production from its Antrim shale business had been hedged through 2013. These financial contracts
were accounted for as cash flow hedges, with changes in estimated fair value of the contracts
reflected in other comprehensive income. Upon the sale of Antrim, the financial contracts no longer
qualified as cash flow hedges. The contracts were retained and assigned to Energy Trading, and
offsetting financial contracts were put into place to effectively settle these positions. As a
result of these transactions and market research performed by the Company, we gained additional
insight and visibility into the value ascribed to these contracts by third party market
participants, including contract periods that extend beyond the actively traded period. In
conjunction with the Antrim sale and effective settlement of these
contract positions, the Company reclassified amounts held in accumulated other comprehensive income and recorded the effective
settlements, reducing operating revenues in 2007 by $323 million.
Plan to Sell Interest in Certain Power and Industrial Projects
The Company expects to sell a 50 percent interest in a portfolio of select Power and Industrial
Projects (Projects). In addition to the proceeds that the Company will receive from the sale of the
50 percent equity interest, the company that will own the Projects will obtain debt financing and
the proceeds will be distributed to DTE Energy immediately prior to the sale of the equity
interest. The Company expects to complete the transaction in the first half of 2008. This timing,
however, is highly dependent on availability of acceptable financing terms in the credit markets.
As a result, the Company cannot predict the timing with certainty. The Company expects to recognize
a gain upon completion of the transaction. In conjunction with the sale, the Company will enter
into a management services agreement to manage the day-to-day operations of the Projects and to act
as the managing member of the company that owns the Projects. We
88
plan to account for our 50 percent
ownership interest in the company that will own the portfolio of projects using the equity method.
The Projects are contained in the Power and Industrial Projects segment and were classified as held
for sale in September 2007.
The earnings pertaining to the Projects are fully consolidated in the Companys Consolidated
Statements of Operations. The following table presents the major classes of assets and liabilities
of the Projects classified as held for sale at December 31, 2007:
|
|
|
|
|
(in Millions) |
|
|
|
|
Cash and cash equivalents |
|
$ |
11 |
|
Accounts receivable (less allowance for doubtful accounts of $4) |
|
|
65 |
|
Inventories |
|
|
4 |
|
Other current assets |
|
|
3 |
|
|
|
|
|
Total current assets held for sale |
|
|
83 |
|
|
|
|
|
|
|
|
|
|
Investments |
|
|
55 |
|
Property, plant and equipment, net of accumulated depreciation of $183 |
|
|
285 |
|
Intangible assets |
|
|
38 |
|
Long-term notes receivable |
|
|
46 |
|
Other noncurrent assets |
|
|
1 |
|
|
|
|
|
Total noncurrent assets held for sale |
|
|
425 |
|
|
|
|
|
|
|
|
|
|
Total assets held for sale |
|
$ |
508 |
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
38 |
|
Other current liabilities |
|
|
10 |
|
|
|
|
|
Total current liabilities associated with assets held for sale |
|
|
48 |
|
|
|
|
|
|
|
|
|
|
Long-term debt (including capital lease obligations of $31) |
|
|
53 |
|
Asset retirement obligations |
|
|
16 |
|
Other liabilities |
|
|
13 |
|
|
|
|
|
Total noncurrent liabilities associated with assets held for sale |
|
|
82 |
|
|
|
|
|
|
|
|
|
|
Total liabilities related to assets held for sale |
|
$ |
130 |
|
|
|
|
|
The table above represents 100 percent of the applicable assets and liabilities that are held for
sale as of December 31, 2007. At September 30, 2007, the assets were classified as held for sale
and we ceased recording depreciation and amortization expense related to these assets. Subsequent
to the expected sale of the 50 percent interest, the remaining 50 percent interest in the Projects
will be reflected in the Companys financial statements under the equity method of accounting. The
Consolidated Statements of Financial Position includes $28 million of minority interests in
projects classified as held for sale. The results of the Projects will not be presented as
discontinued operations, as the Company expects to retain a 50 percent ownership interest which
represents significant continuing involvement as described in SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets.
Sale of Interest in Barnett Shale Properties
On January 15, 2008, the Company sold a portion of its Barnett shale properties for gross proceeds
of approximately $250 million, subject to post-closing adjustments. The properties in the sale
include 186 billion cubic feet of proved and probable reserves on 11,000 net acres in the core area
of the Barnett shale. As of December 31, 2007, property, plant and equipment of approximately $122
million, net of approximately $14 million of accumulated depreciation and depletion, was classified
as held for sale. The Company expects to recognize a gain upon
completion of the transaction.
89
Synthetic Fuel Business
The Company discontinued the operations of our synthetic fuel production facilities throughout the
United States as of December 31, 2007. Synfuel plants chemically changed coal and waste coal into a
synthetic fuel as determined under the Internal Revenue Code. Production tax credits were provided
for the production and sale of solid synthetic fuel produced from coal and were available through
December 31, 2007. Through December 31, 2007, the Company has generated and recorded approximately
$601 million in production tax credits.
The Company had sold interests in all of the synthetic fuel production plants, representing
approximately 91% of its total production capacity. Proceeds from the sales are contingent upon
production levels, the production qualifying for production tax credits, and the value of such
credits. Production tax credits are subject to phase-out if domestic crude oil prices reach
certain levels. The Company recognizes gains from the sale of interests in the synfuel facilities
as synfuel is produced and sold, and when there is persuasive evidence that the sales proceeds have
become fixed or determinable and collectibility is reasonably assured.
The Company has provided certain guarantees and indemnities in conjunction with the sales of
interests in its synfuel facilities. The guarantees cover potential commercial, environmental, oil
price and tax-related obligations and will survive until 90 days after expiration of all applicable
statutes of limitations. The Company estimates that its maximum potential liability under these
guarantees at December 31, 2007 is $3.1 billion. At December 31, 2007, the Company has reserved
$436 million of its maximum potential liability, primarily representing the estimated refund of
certain payments made by its synfuel partners.
As shown in the following table, the Company has reported the business activity of the Synthetic
Fuel business as a discontinued operation. The amounts exclude general corporate overhead costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Operating Revenues |
|
$ |
1,069 |
|
|
$ |
863 |
|
|
$ |
927 |
|
Operation and Maintenance |
|
|
1,265 |
|
|
|
1,019 |
|
|
|
1,167 |
|
Depreciation and
Amortization |
|
|
(6 |
) |
|
|
24 |
|
|
|
58 |
|
Taxes other than Income |
|
|
5 |
|
|
|
12 |
|
|
|
20 |
|
Asset (Gains) and Losses,
Reserves and Impairments,
Net (1) |
|
|
(280 |
) |
|
|
40 |
|
|
|
(367 |
) |
|
|
|
|
|
|
|
|
|
|
Operating Income (Loss) |
|
|
85 |
|
|
|
(232 |
) |
|
|
49 |
|
Other (Income) and Deductions |
|
|
(9 |
) |
|
|
(20 |
) |
|
|
(34 |
) |
Minority Interest |
|
|
(188 |
) |
|
|
(251 |
) |
|
|
(318 |
) |
Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
Provision |
|
|
98 |
|
|
|
14 |
|
|
|
139 |
|
Production Tax Credits |
|
|
(21 |
) |
|
|
(23 |
) |
|
|
(43 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
77 |
|
|
|
(9 |
) |
|
|
96 |
|
|
|
|
|
|
|
|
|
|
|
Net Income (1) |
|
$ |
205 |
|
|
$ |
48 |
|
|
$ |
305 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes intercompany pre-tax gain of $32 million ($21 million after-tax) for 2007. |
Crete
In July 2007, the Company entered into an agreement to sell its 50 percent equity interest in
Crete, a 320 MW natural gas-fired peaking electric generating plant. The sale closed in October
2007 resulting in gross proceeds of approximately $37 million, which resulted in a gain of $8
million, ($5 million after- tax). See Note 4 for information regarding a 2006 impairment related
to Crete.
90
DTE Georgetown (Georgetown)
Georgetown is an 80 MW natural gas-fired peaking electric generating plant. In December 2006,
Georgetown met the SFAS No. 144 criteria of an asset held for sale and the Company reported its
operating results as a discontinued operation. In February 2007, the Company entered into an
agreement to sell this plant. The sale closed in July 2007 resulting in gross proceeds of
approximately $23 million, which approximated its carrying value.
As shown in the following table, the Company has reported the business activity of Georgetown as a
discontinued operation. The amounts exclude general corporate overhead costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31 |
|
(in Millions) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Revenues (1) |
|
$ |
|
|
|
$ |
1 |
|
|
$ |
1 |
|
Expenses |
|
|
|
|
|
|
3 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes |
|
|
|
|
|
|
(2 |
) |
|
|
(1 |
) |
Income tax benefit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations |
|
$ |
|
|
|
$ |
(2 |
) |
|
$ |
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes intercompany revenues of $1 million for 2006 and 2005. |
DTE Energy Technologies (Dtech)
Dtech assembled, marketed, distributed and serviced distributed generation products, provided
application engineering, and monitored and managed on-site generation system operations. In the
third quarter of 2005, management approved the restructuring of this business resulting in the
identification of certain assets and liabilities to be sold or abandoned, primarily associated with
standby and continuous duty generation sales and service. The systems monitoring business is
planned to be retained by the Company. The Dtech restructuring plan met the SFAS No. 144 criteria
of an asset held for sale and the Company reported its operating results as a discontinued
operation. The Company expects continued legal and warranty expenses in 2008 related to Dtechs
operations prior to the third quarter of 2005. As of December 31, 2007, Dtech had liabilities of
approximately $1 million.
As shown in the following table, the Company has reported the business activity of Dtech as a
discontinued operation. The amounts exclude general corporate overhead costs and operations that
are to be retained.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31 |
|
(in Millions) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Revenues (1) |
|
$ |
|
|
|
$ |
1 |
|
|
$ |
18 |
|
Expenses |
|
|
|
|
|
|
6 |
|
|
|
67 |
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes |
|
|
|
|
|
|
(5 |
) |
|
|
(49 |
) |
Income tax benefit |
|
|
|
|
|
|
(2 |
) |
|
|
(14 |
) |
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations |
|
$ |
|
|
|
$ |
(3 |
) |
|
$ |
(35 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes intercompany revenues of $6 million for 2005. |
91
NOTE 4 OTHER IMPAIRMENTS AND RESTRUCTURING
Other Impairments
Barnett shale
In 2007, our Unconventional Gas Production segment recorded a pre-tax impairment loss of $27
million related to the write-off of the costs of unproved properties and expired leases in Bosque
County, which is located in the southern expansion area of the Barnett shale in north Texas. The
properties were impaired due to the lack of economic and operating viability of the project. The
impairment loss was recorded within the Other asset (gains) and losses, reserves, and impairments,
net line in the Consolidated Statements of Operations.
Landfill Gas Recovery
In 2006, the Companys Power and Industrial Projects segment recorded a pre-tax impairment loss of
$14 million at its landfill gas recovery unit relating to the write down of assets at several
landfill sites. The fixed assets were impaired due to continued operating losses and the oil
price-related phase-out of
production tax credits. The impairment was recorded within the Other asset (gains) and losses,
reserves and impairments, net line in the Consolidated Statements of Operations. The Company
calculated the expected undiscounted cash flows from the use and eventual disposition of the
assets, which indicated that the carrying amount of certain assets was not recoverable. The
Company determined the fair value of the assets utilizing a discounted cash flow technique.
Non-Utility Power Generation
In 2006, the Power and Industrial Projects segment recorded a pre-tax impairment loss totaling $74
million for its investments in two natural gas-fired electric generating plants.
A loss of $42 million related to a 100% owned plant is recorded within the Other asset (gains) and
losses, reserves and impairments, net line in the Consolidated Statements of Operations. The
generating plant was impaired due to continued operating losses and the September 2006 delisting by
MISO, resulting in the plant no longer providing capacity for the power grid. The Company
calculated the expected undiscounted cash flows from the use and eventual disposition of the plant,
which indicated that the carrying amount of the plant was not recoverable. The Company determined
the fair value of the plant utilizing a discounted cash flow technique.
A loss of
$32 million related to a 50% equity interest in Crete is recorded within the Other
(income) and deductions, Other expenses line in the Consolidated Statements of Operations for 2006.
The investment was impaired due to continued operating losses and the expected sale of the
investment. The Company determined the fair value of the plant utilizing a discounted cash flow
technique, which indicated that the carrying amount of the investment exceeded its fair value.
Waste Coal Recovery
In 2006, our Power and Industrial Projects segment recorded a pre-tax impairment loss of $19
million related to its investment in proprietary technology used to refine waste coal. The fixed
assets at our development operation were impaired due to continued operating losses and negative
cash flow. In addition, the Company impaired all of its patents related to waste coal technology.
The Company calculated the expected undiscounted cash flows from the use and eventual disposition
of the assets, which indicated that the carrying amount of the assets was not recoverable. The
Company determined the fair value of the assets utilizing a discounted cash flow technique. The
impairment loss was recorded within the Other asset (gains) and losses, reserves and impairments,
net line in the Consolidated Statements of Operations.
92
Restructuring Performance Excellence Process
In mid-2005, the Company initiated a company-wide review of its operations called the Performance
Excellence Process. Specifically, the Company began a series of focused improvement initiatives
within Detroit Edison and MichCon, and associated corporate support functions. The Company expects
this process to continue into 2008.
The Company incurred CTA for employee severance and other costs. Other costs include project
management and consultant support. Pursuant to MPSC authorization, beginning in the third quarter
of 2006, Detroit Edison deferred approximately $102 million of CTA in 2006. Detroit Edison began
amortizing deferred 2006 costs in 2007 as the recovery of these costs was provided for by the MPSC.
Amortization expense amounted to $10 million in 2007. Detroit
Edison deferred $54 million of CTA during 2007. MichCon cannot defer CTA costs at this time because a recovery
mechanism has not been established. MichCon expects to seek a recovery mechanism in its next rate
case in 2009. See
Note 5.
Amounts expensed are recorded in the Operation and maintenance line on the Consolidated Statements
of Operations. Deferred amounts are recorded in the Regulatory asset line on the Consolidated
Statements of Financial Position. Costs incurred in 2007 and 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Severance Costs |
|
|
Other Costs |
|
|
Total Cost |
|
(in Millions) |
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Costs incurred: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electric Utility |
|
$ |
15 |
|
|
$ |
51 |
|
|
$ |
50 |
|
|
$ |
56 |
|
|
$ |
65 |
|
|
$ |
107 |
|
Gas Utility |
|
|
3 |
|
|
|
17 |
|
|
|
6 |
|
|
|
7 |
|
|
|
9 |
|
|
|
24 |
|
Other |
|
|
1 |
|
|
|
2 |
|
|
|
1 |
|
|
|
1 |
|
|
|
2 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs |
|
|
19 |
|
|
|
70 |
|
|
|
57 |
|
|
|
64 |
|
|
|
76 |
|
|
|
134 |
|
Less amounts deferred or capitalized: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electric Utility |
|
|
15 |
|
|
|
51 |
|
|
|
50 |
|
|
|
56 |
|
|
|
65 |
|
|
|
107 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount expensed |
|
$ |
4 |
|
|
$ |
19 |
|
|
$ |
7 |
|
|
$ |
8 |
|
|
$ |
11 |
|
|
$ |
27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A liability for future CTA associated with the Performance Excellence Process has not been
recognized because the Company has not met the recognition criteria of SFAS No. 146, Accounting for
Costs Associated with Exit or Disposal Activities.
NOTE 5 REGULATORY MATTERS
Regulation
Detroit Edison and MichCon are subject to the regulatory jurisdiction of the MPSC, which issues
orders pertaining to rates, recovery of certain costs, including the costs of generating facilities
and regulatory assets, conditions of service, accounting and operating-related matters. Detroit
Edison is also regulated by the FERC with respect to financing authorization and wholesale electric
activities.
Regulatory Assets and Liabilities
Detroit Edison and MichCon apply the provisions of SFAS No. 71, Accounting for the Effects of
Certain Types of Regulation, to their regulated operations. SFAS No. 71 requires the recording of
regulatory assets and liabilities for certain transactions that would have been treated as revenue
and expense in non-regulated businesses. Continued applicability of SFAS No. 71 requires that rates
be designed to recover specific costs of providing regulated services and be charged to and
collected from customers. Future regulatory changes or changes in the competitive environment
could result in the Company discontinuing the application of SFAS No. 71 for some or all of its
utility businesses and may require the write-off of
93
the portion of any regulatory asset or
liability that was no longer probable of recovery through regulated rates. Management believes that
currently available facts support the continued application of SFAS No. 71 to Detroit Edison and
MichCon.
The following are balances and a brief description of the regulatory assets and liabilities at
December 31:
|
|
|
|
|
|
|
|
|
(in Millions) |
|
2007 |
|
|
2006 |
|
Assets |
|
|
|
|
|
|
|
|
Securitized regulatory assets |
|
$ |
1,124 |
|
|
$ |
1,235 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recoverable income taxes related to securitized regulatory assets |
|
$ |
616 |
|
|
$ |
677 |
|
Recoverable pension and postretirement costs |
|
|
991 |
|
|
|
1,728 |
|
Asset retirement obligation |
|
|
266 |
|
|
|
236 |
|
Other recoverable income taxes |
|
|
94 |
|
|
|
100 |
|
Recoverable costs under PA 141 |
|
|
|
|
|
|
|
|
Excess capital expenditures |
|
|
11 |
|
|
|
22 |
|
Deferred Clean Air Act expenditures |
|
|
28 |
|
|
|
67 |
|
Midwest Independent System Operator charges |
|
|
23 |
|
|
|
48 |
|
Electric Customer Choice implementation costs |
|
|
58 |
|
|
|
78 |
|
Enhanced security costs |
|
|
10 |
|
|
|
13 |
|
Unamortized loss on reacquired debt |
|
|
67 |
|
|
|
69 |
|
Deferred environmental costs |
|
|
41 |
|
|
|
40 |
|
Accrued PSCR/GCR revenue |
|
|
76 |
|
|
|
117 |
|
Recoverable uncollectibles expense |
|
|
42 |
|
|
|
45 |
|
Cost to achieve Performance Excellence Process |
|
|
146 |
|
|
|
102 |
|
Enterprise Business Systems costs |
|
|
26 |
|
|
|
9 |
|
Deferred income taxes Michigan Business Tax |
|
|
364 |
|
|
|
|
|
Other |
|
|
3 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
2,862 |
|
|
|
3,354 |
|
Less amount included in current assets |
|
|
(76 |
) |
|
|
(128 |
) |
|
|
|
|
|
|
|
|
|
$ |
2,786 |
|
|
$ |
3,226 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Asset removal costs |
|
$ |
581 |
|
|
$ |
576 |
|
Accrued pension |
|
|
115 |
|
|
|
72 |
|
Safety and training cost refund |
|
|
|
|
|
|
3 |
|
Accrued PSCR/GCR refund |
|
|
70 |
|
|
|
81 |
|
Refundable income taxes |
|
|
104 |
|
|
|
114 |
|
Fermi 2 refueling outage |
|
|
4 |
|
|
|
16 |
|
Deferred income taxes Michigan Business Tax |
|
|
364 |
|
|
|
|
|
Other |
|
|
5 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
1,243 |
|
|
|
864 |
|
Less amount included in current liabilities |
|
|
(75 |
) |
|
|
(99 |
) |
|
|
|
|
|
|
|
|
|
$ |
1,168 |
|
|
$ |
765 |
|
|
|
|
|
|
|
|
ASSETS
|
|
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 The traditional rate setting process allows
for the recovery of pension and postretirement costs as measured by generally accepted
accounting principles.
|
94
|
|
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 that are recovered in rates. |
|
|
|
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. |
|
|
|
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. |
|
|
|
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 Starting in 2006, the MPSC approved the deferral
of up to $60 million of certain EBS costs that would otherwise be expensed. |
|
|
|
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. |
LIABILITIES
|
|
Asset removal costs The amount collected from customers for the funding of future asset
removal activities. |
|
|
|
Accrued pension Pension expense refundable to customers representing the difference
created from volatility in the pension obligation and amounts recognized pursuant to MPSC
authorization. |
|
|
|
Safety and training cost refund The MPSC ordered the refund of unspent costs which were
included in the Companys rates. |
|
|
|
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.
|
95
|
|
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 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. |
MPSC Show Cause Order
In March 2006, the MPSC issued an order directing Detroit Edison to show cause by June 1, 2006 why
its rates should not be reduced in 2007. Detroit Edison filed its response explaining why its rates
should not be reduced in 2007. The MPSC issued an order approving a settlement agreement in this
proceeding on August 31, 2006. The order provided for an annualized rate reduction of $53 million
for 2006, effective September 5, 2006. Beginning January 1, 2007, and continuing until April 13,
2008, one year from the filing of the general rate case on April 13, 2007, rates were reduced by an
additional $26 million, for a total reduction of $79 million annually. The revenue reduction is net
of the recovery of the amortization of the costs associated with the implementation of the
Performance Excellence Process. The settlement agreement provided for some level of realignment of
the existing rate structure by allocating a larger percentage share of the rate reduction to the
commercial and industrial customer classes than to the residential customer classes.
As part of the settlement agreement, a Choice Incentive Mechanism (CIM) was established with a base
level of electric choice sales set at 3,400 GWh. The CIM prescribes regulatory treatment of changes
in non-fuel revenue attributed to increases or decreases in electric Customer Choice sales. If
electric Customer Choice sales exceed 3,600 GWh, Detroit Edison will be able to recover 90 percent
of its reduction in non-fuel revenue from full service customers up to $71 million. If electric
Customer Choice sales fall below 3,200 GWh, Detroit Edison will credit 100 percent of the increase
in non-fuel revenue to the unrecovered regulatory asset balance. Approximately $28 million was
credited to the unrecovered regulatory asset in 2007.
2007 Electric Rate Case Filing
Pursuant to the February 2006 MPSC order in Detroit Edisons rate restructuring case and the August
2006 MPSC order in the settlement of the show cause case, Detroit Edison filed a general rate case
on April 13, 2007 based on a 2006 historical test year. The filing with the MPSC requested a $123
million, or 2.9 percent, average increase in Detroit Edisons annual revenue requirement for 2008.
The requested $123 million increase in revenues is required in order to recover significant
environmental compliance costs and inflationary increases, partially offset by net savings
associated with the Performance Excellence Process. The filing was based on a return on equity of
11.25 percent on an expected 50 percent equity capital and 50 percent debt capital structure by
year-end 2008.
In addition, Detroit Edisons filing makes, among other requests, the following proposals:
|
|
|
Make progress toward correcting the existing rate structure to more accurately reflect
the actual cost of providing service to customers. |
|
|
|
|
Equalize distribution rates between Detroit Edison full service and electric Customer
Choice customers.
|
96
|
|
|
Re-establish with modification the CIM originally established in the Detroit Edison
2006 show cause filing. The CIM reconciles changes related to customers moving between
Detroit Edison full service and electric Customer Choice. |
|
|
|
|
Terminate the Pension Equalization Mechanism. |
|
|
|
|
Establish an emission allowance pre-purchase plan to ensure that adequate emission
allowances will be available for environmental compliance. |
|
|
|
|
Establish a methodology for recovery of the costs associated with preparation of an
application for a new nuclear generation facility. |
Also, in the filing, in conjunction with Michigans 21st Century Energy Plan, Detroit Edison has
reinstated a long-term integrated resource planning (IRP) process with the purpose of developing
the least overall cost plan to serve customers generation needs over the next 20 years. Based on
the IRP, new base load capacity may be required for Detroit Edison. To protect tax credits
available under Federal law, Detroit Edison
determined it would be prudent to initiate the application process for a new nuclear unit. Detroit
Edison has not made a final decision to build a new nuclear unit. Detroit Edison is preserving its
option to build at some point in the future by beginning the complex nuclear licensing process in
2007. Also, beginning the licensing process at the present time positions Detroit Edison,
potentially, to take advantage of tax incentives of up to $320 million derived from provisions in
the 2005 Federal Energy Policy Act that will benefit customers. To qualify for these substantial
tax credits, a combined operating license application for construction and operation of an advanced
nuclear generating plant must be docketed by the Nuclear Regulatory Commission no later than
December 31, 2008. Preparation and approval of a combined operating license can take up to 4 years
and is estimated to cost at least $60 million. At December 31, 2007, costs related to preparing the
combined licensing application totaling $10 million have been deferred and included in Other
assets.
On August 31, 2007, Detroit Edison filed a supplement to its April 2007 rate case filing. A July
2007 decision by the Court of Appeals of the State of Michigan remanded back to the MPSC the
November 2004 order in a prior Detroit Edison rate case that denied recovery of merger control
premium costs. The supplemental filing addressed recovery of approximately $61 million related to
the merger control premium. The filing also included the impact of the July 2007 enactment of the
MBT, and other adjustments. The net impact of the supplemental changes results in an additional
revenue requirement of approximately $76 million average
increase in Detroit Edisons annual revenue requirement for 2008.
On February 20, 2008, Detroit Edison filed an update to its April 2007 rate case filing. The
update reflects the use of 2009 as the projected test year and includes a revised 2009 load
forecast, and 2009 estimates on environmental and advanced metering infrastructure capital
expenditures, and adjustments to the calculation of the MBT. In addition the update also includes
the August 2007 supplemental filing adjustments for the merger control premium, the new MBT, and
environmental operating and maintenance adjustments. The net impact of the updated filing results
in an additional revenue requirement of approximately $85 million average increase in Detroit Edisons annual revenue requirement for 2009. The total filing
requests a $284 million increase in Detroit Edisons annual revenue for 2009. An MPSC order
related to this filing is expected in 2009.
Regulatory Accounting Treatment for Performance Excellence Process
In May 2006, Detroit Edison and MichCon filed applications with the MPSC to allow deferral of costs
associated with the implementation of the Performance Excellence Process, a company-wide
cost-savings and performance improvement program. Detroit Edison and MichCon sought MPSC
authorization to defer and amortize Performance Excellence Process implementation costs for
accounting purposes to match the expected savings from the Performance Excellence Process program
with the related CTA.
97
Detroit Edison and MichCon anticipate the Performance Excellence Process to
continue into 2008. In September 2006, the MPSC issued an order approving a settlement agreement
that allows Detroit Edison and MichCon, commencing in 2006, to defer the incremental CTA, subject
to the MPSC establishing a recovery mechanism in a future rate proceeding. Further, the order
provides for Detroit Edison and MichCon to amortize the CTA deferrals over a ten-year period
beginning with the year subsequent to the year the CTA was deferred. At year-end 2006, Detroit
Edison recorded deferred CTA costs of $102 million as a regulatory asset and began amortizing
deferred 2006 costs in 2007, as the recovery of these costs was provided for by the MPSC in its
order approving the settlement of the show cause proceeding. During 2007, Detroit Edison deferred
CTA costs of $54 million. Amortization of prior year deferred CTA costs amounted to $10 million
during 2007. MichCon cannot defer CTA costs at this time because a recovery mechanism has not been
established. MichCon expects to seek a recovery mechanism in its next rate case.
Accounting for Costs Related to Enterprise Business Systems (EBS)
In July 2004, Detroit Edison filed an accounting application with the MPSC requesting authority to
capitalize and amortize costs related to EBS, consisting of computer equipment, software and
development costs, as well as related training, maintenance and overhead costs. In April 2005, the
MPSC approved a settlement agreement providing for the deferral of up to $60 million of certain EBS
costs,
which would otherwise be expensed, as a regulatory asset for future rate recovery starting January
1, 2006. At December 31, 2007, approximately $26 million of EBS costs have been deferred as a
regulatory asset. In addition, EBS costs recorded as plant assets will be amortized over a 15-year
period, pursuant to MPSC authorization.
Fermi 2 Enhanced Security Costs Settlement
The Customer Choice and Electricity Reliability Act, as amended in 2003, allows for the recovery of
reasonable and prudent costs of new and enhanced security measures required by state or federal
law, including providing for reasonable security from an act of terrorism. In December 2006,
Detroit Edison filed an application with the MPSC for recovery of $11.4 million of Fermi 2 Enhanced
Security Costs (ESC), discounted back to September 11, 2001 plus carrying costs from that date. In
April 2007, the MPSC approved a settlement agreement that authorizes Detroit Edison to recover
Fermi 2 ESC incurred during the period of September 11, 2001 through December 31, 2005. The
settlement defined Detroit Edisons ESC, discounted back to September 11, 2001, as $9.1 million,
plus carrying charges. A total of $13 million, including carrying charges, has been deferred as a
regulatory asset. Detroit Edison is authorized to incorporate into its rates an enhanced security
factor over a period not to exceed five years. Amortization of this regulatory asset was
approximately $3 million in 2007.
Reconciliation of Regulatory Asset Recovery Surcharge
In December 2006, Detroit Edison filed a reconciliation of costs underlying its existing Regulatory
Asset Recovery Surcharge (RARS). This true-up filing was made to maximize the remaining time for
recovery of significant cost increases prior to expiration of the RARS five-year recovery limit
under PA 141. Detroit Edison requested a reconciliation of the regulatory asset surcharge to ensure
proper recovery by the end of the five year period of: (1) Clean Air Act Expenditures, (2) Capital
in Excess of Base Depreciation, (3) MISO Costs and (4) the regulatory liability for the 1997 Storm
Charge. In July 2007, the MPSC approved a negotiated RARS deficiency settlement that resulted in a
$10 million write down of RARS-related costs in 2007. As previously discussed above, the CIM in
the MPSC Show-Cause Order will reduce the regulatory asset. Approximately $28 million was credited
to the unrecovered regulatory asset in 2007 due to the CIM.
98
Power Supply Costs Recovery Proceedings
2005 Plan Year In March 2006, Detroit Edison filed its 2005 PSCR reconciliation that sought
approval for recovery of an under-recovery of approximately $144 million at December 31, 2005 from
its commercial and industrial customers. The filing included a motion for entry of an order to
implement immediately a reconciliation surcharge of 4.96 mills per kWh on the bills of its
commercial and industrial customers. The under-collected PSCR expense allocated to residential
customers could not be recovered due to the PA 141 rate cap for residential customers, which
expired January 1, 2006. In addition to the 2005 PSCR plan year reconciliation, the filing included
a reconciliation for the Pension Equalization Mechanism (PEM) for the periods from November 24,
2004 through December 31, 2004 and from January 1, 2005 through December 31, 2005. The PEM
reconciliation seeks to allocate and refund approximately $12 million to customers based upon their
contributions to pension expense during the subject periods. In September 2006, the MPSC ordered
the Company to roll the entire 2004 PSCR over-collection amount to the Companys 2005 PSCR
Reconciliation. An order was issued on May 22, 2007 approving a 2005 PSCR undercollection amount of
$94 million and the recovery of this amount through a surcharge for 12 months beginning in June
2007. In addition, the order approved Detroit Edisons proposed PEM reconciliation that was
refunded to customers on a bills-rendered basis during June 2007.
2006 Plan Year In September 2005, Detroit Edison filed its 2006 PSCR plan case seeking approval
of a levelized PSCR factor of 4.99 mills per kWh above the amount included in base rates for
residential customers and 8.29 mills per kWh above the amount included in base rates for commercial
and industrial customers. Included in the factor for all customers are fuel and power supply costs,
including transmission expenses, Midwest Independent Transmission System Operator (MISO) market
participation
costs, and NOx emission allowance costs. The Companys PSCR Plan included a matrix which provided
for different maximum PSCR factors contingent on varying electric Customer Choice sales levels. The
plan also included $97 million for recovery of its projected 2005 PSCR under-collection associated
with commercial and industrial customers. Additionally, the PSCR plan requested MPSC approval of
expense associated with sulfur dioxide emission allowances, mercury emission allowances, and a fuel
additive. In conjunction with DTE Energys sale of its transmission assets to ITC Transmission in
February 2003, the FERC froze ITC Transmissions rates through December 2004. In approving the
sale, FERC authorized ITC Transmissions recovery of the difference between the revenue it would
have collected and the actual revenue collected during the rate freeze period. This amount is
estimated to be $66 million which is to be included in ITC Transmissions rates over a five-year
period beginning June 1, 2006. This increased Detroit Edisons transmission expense in 2006 by
approximately $7 million. The MPSC authorized Detroit Edison in 2004 to recover transmission
expenses through the PSCR mechanism.
In December 2005, the MPSC issued a temporary order authorizing the Company to begin implementation
of maximum quarterly PSCR factors on January 1, 2006. The quarterly factors reflect a downward
adjustment in the Companys total power supply costs of approximately 2 percent to reflect the
potential variability in cost projections. The quarterly factors allowed the Company to more
closely track the costs of providing electric service to our customers and, because the non-summer
factors are well below those ordered for the summer months, effectively delay the higher power
supply costs to the summer months at which time our customers will not be experiencing large
expenditures for home heating. The MPSC did not adopt the Companys request to recover its
projected 2005 PSCR under-collection associated with commercial and industrial customers nor did it
adopt the Companys request to implement contingency factors based upon the Companys increased
costs associated with providing electric service to returning electric Customer Choice customers.
The MPSC deferred both of those Company proposals to the final order on the Companys entire 2006
PSCR plan. In September 2006, the MPSC issued an order in this case that approved the inclusion of
sulfur dioxide emission allowance expense in the PSCR, determined that fuel additive expense should
not be included in the PSCR based upon its impact on maintenance expense, found the Companys
determination of third party sales revenues to be correct, and allowed the Company to increase its
PSCR factor for the balance of the year in an effort to reverse the effects of the previously
ordered temporary reduction. The MPSC declined to rule on the Companys requests to include mercury
emission allowance expense in the PSCR or its request to include prior PSCR over/(under) recoveries
in future year PSCR plans. The Company filed its 2006 PSCR reconciliation case in March 2007. The
$51 million PSCR under-collection amount reflected in that
99
filing is being collected in the 2007
PSCR plan. Included in the 2006 PSCR reconciliation filing was the Companys 2006 PEM
reconciliation that reflects a $21 million ovecollection which is subject to refund to customers.
An MPSC order in this case is expected in 2008.
2007 Plan Year In September 2006, Detroit Edison filed its 2007 PSCR plan case seeking approval
of a levelized PSCR factor of 6.98 mills per kWh above the amount included in base rates for all
PSCR customers. The Companys PSCR plan filing included $130 million for the recovery of its
projected 2006 PSCR under-collection, bringing the total requested PSCR factor to 9.73 mills/kWh.
The Companys application included a request for an early hearing and temporary order granting such
ratemaking authority. The Companys 2007 PSCR plan includes fuel and power supply costs, including
NOx and SO2
emission allowance costs, transmission costs and MISO costs. The Company
filed supplemental testimony and briefs in December 2006 supporting its updated request to include
approximately $81 million for the recovery of its projected 2006 PSCR under-collection. The MPSC
issued a temporary order in December 2006 approving the Companys request. In addition, Detroit
Edison was granted the authority to include all PSCR over/(under) collections in future PSCR plans,
thereby reducing the time between refund or recovery of PSCR reconciliation amounts. The Company
began to collect its 2007 power supply costs, including the 2006 rollover amount, through a PSCR
factor of 8.69 mills/kWh on January 1, 2007. The Company reduced the PSCR factor to 6.69 mills/kWh
on July 1, 2007 based on the updated 2007 PSCR plan year projections. In August 2007, the MPSC
approved Detroit Edisons 2007 PSCR case and authorized the Company to charge a maximum power
supply cost recovery factor of 8.69 mills/kWh in 2007.
2008 Plan Year In September 2007, Detroit Edison filed its 2008 PSCR plan case seeking approval
of a levelized PSCR factor of 9.23 mills/kWh above the amount included in base rates for all PSCR
customers. The Company is supporting a total 2008 power supply expense forecast of $1.3 billion
that includes $1 million for the recovery of its projected 2007
PSCR under-collection. The
Companys PSCR Plan will allow the Company to recover its reasonably and prudently incurred power
supply expense including; fuel costs, purchased and net interchange power costs, NOx and
SO2 emission allowance costs, transmission costs and MISO costs. Also included in the
filing is a request for approval of the Companys emission compliance strategy which includes
pre-purchases of emission allowances as well as a request for pre-approval of a contract for
capacity and energy associated with a renewable wind energy project. On January 31, 2008, Detroit
Edison filed a revised PSCR plan case seeking approval of a levelized PSCR factor of 11.22
mills/kWh above the amount included in base rates for all PSCR customers. The revised filing
supports a 2008 power supply expense forecast of $1.4 billion and includes $43 million for the
recovery of a projected 2007 PSCR under-collection.
Uncollectible Expense True-Up Mechanism (UETM) and Report of Safety and Training-Related
Expenditures
2005 UETM In March 2006, MichCon filed an application with the MPSC for approval of its UETM for
2005. This is the first filing MichCon has made under the UETM, which was approved by the MPSC in
April 2005 as part of MichCons last general rate case. MichCons 2005 base rates included $37
million for anticipated uncollectible expenses. Actual 2005 uncollectible expenses totaled $60
million. The true-up mechanism allows MichCon to recover ninety percent of uncollectibles that
exceeded the $37 million base. Under the formula prescribed by the MPSC, MichCon recorded an
under-recovery of approximately $11 million for uncollectible expenses from May 2005 (when the
mechanism took effect) through the end of 2005. In December 2006, the MPSC issued an order
authorizing MichCon to implement the UETM monthly surcharge for service rendered on and after
January 1, 2007.
As part of the March 2006 application with the MPSC, MichCon filed a review of its 2005 annual
safety and training-related expenditures. MichCon reported that actual safety and training-related
expenditures for the initial period exceeded the pro-rata amounts included in base rates and based
on the under-recovered position, recommended no refund at this time. In the December 2006 order,
the MPSC also approved MichCons 2005 safety and training report.
100
2006 UETM In March 2007, MichCon filed an application with the MPSC for approval of its UETM for
2006 requesting $33 million of under-recovery plus applicable carrying costs of $3 million. The
March 2007 application included a report of MichCons 2006 annual safety and training-related
expenditures, which shows a $2 million over-recovery. In August 2007, MichCon filed revised
exhibits reflecting an agreement with the MPSC Staff to net the $2 million over-recovery and
associated interest related to the 2006 safety and training-related expenditures against the 2006
UETM under-recovery. An MPSC order was issued in December 2007 approving the collection of $33
million requested in the August 2007 revised filing. MichCon is authorized to implement the new
UETM monthly surcharge for service rendered on and after January 1, 2008.
Gas Cost Recovery Proceedings
2005-2006 Plan Year In June 2006, MichCon filed its GCR reconciliation for the 2005-2006 GCR
year. The filing supported a total over-recovery, including interest through March 2006, of $13
million. MPSC Staff and other interveners filed testimony regarding the reconciliation in which
they recommended disallowances related to MichCons implementation of its dollar cost averaging
fixed price program. In January 2007, MichCon filed testimony rebutting these recommendations. On
December 18, 2007, the MPSC issued an order adopting the adjustments proposed by the MPSC Staff
resulting in an $8 million disallowance. Expense related to the disallowance was reflected in the
Consolidated Statements of Operations for the year ended December 31, 2007. The MPSC authorized
MichCon to roll a net over-recovery, inclusive of interest, of $20 million into its 2006-2007 GCR
reconciliation. On December 27, 2007, MichCon filed an appeal of the case with the Michigan Court
of Appeals. MichCon is unable to predict the outcome of the appeal.
2006-2007 Plan Year In June 2007, MichCon filed its GCR reconciliation for the 2006-2007 GCR
year. The filing supported a total under-recovery, including interest through March 2007, of $18
million. An MPSC order in this case is expected in 2008.
2007-2008 Plan Year / Base Gas Sale Consolidated In August 2006, MichCon filed an application
with the MPSC requesting permission to sell base gas that would become accessible with storage
facilities upgrades. In December 2006, MichCon filed its 2007-2008 GCR plan case proposing a
maximum GCR factor of $8.49 per Mcf. In August 2007, a settlement agreement in this proceeding was
reached by all intervening parties that provides for a sharing with customers of the proceeds from
the sale of base gas. In addition, the agreement provides for a rate case filing moratorium until
January 1, 2009, unless certain unanticipated changes occur that impact income by more than $5
million. The settlement agreement was approved by the MPSC on August 21, 2007. MichCons gas
storage enhancement projects, the main subject of the aforementioned settlement, will enable 17
billion cubic feet (Bcf) of gas to become available for cycling. Under the settlement terms,
MichCon delivered 13.4 Bcf of this gas to its customers through 2007 at a savings to market-priced
supplies of approximately $54 million. This settlement provides for MichCon to retain the proceeds
from the sale of 3.6 Bcf of gas, which MichCon expects to sell in 2007 through 2009. In the fourth
quarter of 2007, MichCon sold .75 Bcf of base gas and recognized a pre-tax gain of $5 million. By
enabling MichCon to retain the profit from the sale of this gas, the settlement provides MichCon
with the opportunity to earn an 11% return on equity with no customer rate increase for a period of
five years from 2005 to 2010.
2008-2009 Plan Year In December 2007, MichCon filed its GCR plan case for the 2008-2009 GCR Plan
year. MichCon filed for a maximum GCR factor of $8.36 per Mcf. An order in this case is expected
during 2008.
Other
On July 3, 2007, the Court of Appeals of the State of Michigan published its decision with respect
to an
101
appeal by Detroit Edison and others of certain provisions of a November 23, 2004 MPSC order,
including reversing the MPSCs denial of recovery of merger control premium costs. In its
published decision, the Court of Appeals held that Detroit Edison is entitled to recover its
allocated share of the merger control premium and remanded this matter to the MPSC for further
proceedings to establish the precise amount and timing of this recovery. Detroit Edison has filed
a supplement to its April 2007 rate case to address the recovery of the merger control premium
costs. Other parties have filed requests for leave to appeal to the Michigan Supreme Court from
the Court of Appeals decision. On September 6, 2007, the Court of Appeals remanded to the MPSC,
for reconsideration, the MichCon recovery of merger control premium costs. DTE Energy and Detroit
Edison are unable to predict the financial or other outcome of any legal or regulatory proceeding
at this time.
The Company is unable to predict the outcome of the regulatory matters discussed herein. Resolution
of these matters is dependent upon future MPSC orders and appeals, which may materially impact the
financial position, results of operations and cash flows of the Company.
NOTE 6 NUCLEAR OPERATIONS
General
Fermi 2, the Companys nuclear generating plant, began commercial operation in 1988. Fermi 2 has a
design electrical rating (net) of
1,150 MW. This plant represents approximately 10% of
Detroit Edisons summer net rated capability. The net book balance of the Fermi 2 plant was
written off at December 31, 1998, and an equivalent regulatory asset was established. In 2001, the
Fermi 2 regulatory asset was securitized. Detroit Edison also owns Fermi 1, a nuclear plant that
was shut down in 1972 and is currently being decommissioned. The NRC has jurisdiction over the
licensing and operation of Fermi 2 and the decommissioning of Fermi 1.
Property Insurance
Detroit Edison maintains several different types of property insurance policies specifically for
the Fermi 2 plant. These policies cover such items as replacement power and property damage. The
Nuclear Electric Insurance Limited (NEIL) is the primary supplier of the insurance polices.
Detroit Edison maintains a policy for extra expenses, including replacement power costs
necessitated by Fermi 2s unavailability due to an insured event. This policy has a 12-week
waiting period and provides an aggregate $490 million of coverage over a three-year period.
Detroit Edison has $500 million in primary coverage and $2.25 billion of excess coverage for
stabilization, decontamination, debris removal, repair and/or replacement of property and
decommissioning. The combined coverage limit for total property damage is $2.75 billion.
The Terrorism Risk Insurance Extension Act of 2005 (TRIA) was scheduled to expire on December 15,
2007. Effective December 26, 2007, the Terrorism Risk Insurance Program Reauthorization Act of 2007
extended the TRIA though December 31, 2014. A major change in the extension is the inclusion of
domestic acts of terrorism in the definition of covered or certified acts.
For multiple terrorism losses caused by acts of terrorism not covered under the TRIA occurring
within one year after the first loss from terrorism, the NEIL policies would make available to all
insured entities up to $3.2 billion, plus any amounts recovered from reinsurance, government
indemnity, or other sources to cover losses.
Under the NEIL policies, Detroit Edison could be liable for maximum assessments of up to
approximately $31 million per event if the loss associated with any one event at any nuclear plant
in the United States should exceed the accumulated funds available to NEIL.
102
Public Liability Insurance
As required by federal law, Detroit Edison maintains $300 million of public liability insurance for
a nuclear incident. For liabilities arising from a terrorist act outside the scope of TRIA, the
policy is subject to one industry aggregate limit of $300 million. Further, under the
Price-Anderson Amendments Act of 2005, deferred premium charges up to $101 million could be levied
against each licensed nuclear facility, but not more than $15 million per year per facility. Thus,
deferred premium charges could be levied against all owners of licensed nuclear facilities in the
event of a nuclear incident at any of these facilities.
Decommissioning
Detroit Edison has a legal obligation to decommission its nuclear power plants following the
expiration of their operating licenses. This obligation is reflected as an asset retirement
obligation on the Statements of Financial Position. Based on the actual or anticipated extended
life of the nuclear plant, decommissioning expenditures for Fermi 2 are expected to be incurred
primarily during the period of 2025 through 2050. It is estimated that the cost of decommissioning
Fermi 2, when its license expires in 2025, will be $1.3 billion in 2007 dollars and $3.4 billion in
2025 dollars, using a 6% inflation rate. In 2001, Detroit Edison began the decommissioning of
Fermi 1, with the goal of removing the radioactive material and terminating the Fermi 1 license.
The decommissioning of Fermi 1 is expected to be complete by 2010.
The NRC has jurisdiction over the decommissioning of nuclear power plants and requires
decommissioning funding based upon a formula. The MPSC and FERC regulate the recovery of costs of
decommissioning nuclear power plants and both require the use of external trust funds to finance
the decommissioning of Fermi 2. Rates approved by the MPSC provide for the recovery of
decommissioning costs of Fermi 2 and the disposal of low-level radioactive waste. Detroit Edison
is continuing to fund FERC jurisdictional amounts for decommissioning even though explicit
provisions are not included in FERC rates. The Company believes the MPSC and FERC collections will
be adequate to fund the
estimated cost of decommissioning using the NRC formula. The decommissioning assets, anticipated
earnings thereon and future revenues from decommissioning collections will be used to decommission
the nuclear facilities. The Company expects the regulatory liabilities to be reduced to zero at
the conclusion of the decommissioning activities. If amounts remain in the trust funds for these
units following the completion of the decommissioning activities, those amounts will be disbursed
based on rulings by the MPSC and FERC.
A portion of the funds recovered through the Fermi 2 decommissioning surcharge and deposited in
external trust accounts is designated for the removal of non-radioactive assets and the clean-up of
the Fermi site. This removal and clean-up is not considered a legal liability. Therefore, it is
not included in the asset retirement obligation, but is reflected as the nuclear decommissioning
regulatory liability.
The decommissioning of Fermi 1 is funded by Detroit Edison. Contributions to the Fermi 1 trust are
discretionary.
The following table summarizes the fair value of the nuclear decommissioning trust fund assets.
103
|
|
|
|
|
|
|
|
|
|
|
As of December 31 |
|
(in Millions) |
|
2007 |
|
|
2006 |
|
Fermi 2 |
|
$ |
778 |
|
|
$ |
694 |
|
Fermi 1 |
|
|
13 |
|
|
|
15 |
|
Low level radioactive waste |
|
|
33 |
|
|
|
31 |
|
|
|
|
|
|
|
|
Total |
|
$ |
824 |
|
|
$ |
740 |
|
|
|
|
|
|
|
|
At December 31, 2007, investments in the external nuclear decommissioning trust funds consisted of
approximately 54% in publicly traded equity securities, 45% in fixed debt instruments and 1% in
cash equivalents. The debt securities had an average maturity of
approximately 5.3 years.
At December 31, 2006, investments in the external nuclear decommissioning trust funds consisted of
approximately 54% in publicly traded equity securities, 43% in fixed debt instruments and 3% in
cash equivalents. The debt securities had an average maturity of approximately 5.1 years.
The costs of securities sold are determined on the basis of specific identification. The following
table sets forth the gains and losses and proceeds from the sale of securities by the nuclear
decommissioning trust funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31 |
|
|
2007 |
|
2006 |
|
2005 |
(in Millions) |
|
|
|
|
|
|
|
|
|
|
|
|
Realized gains |
|
$ |
25 |
|
|
$ |
21 |
|
|
$ |
11 |
|
Realized losses |
|
$ |
(17 |
) |
|
$ |
(9 |
) |
|
$ |
(8 |
) |
Proceeds from sales of securities |
|
$ |
286 |
|
|
$ |
253 |
|
|
$ |
201 |
|
Realized gains and losses and proceeds from sales of securities for the Fermi 2 and the low level
Radioactive Waste funds are recorded to the asset retirement obligation regulatory asset and
nuclear decommissioning regulatory liability, respectively. The following table sets forth the fair
value and unrealized gains for the nuclear decommissioning trust funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
Fair |
|
|
Unrealized |
|
(in Millions) |
|
Value |
|
|
Gains |
|
As of December 31, 2007 |
|
|
|
|
|
|
Equity Securities |
|
$ |
443 |
|
|
$ |
170 |
|
Debt Securities |
|
|
373 |
|
|
|
9 |
|
Cash and Cash Equivalents |
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
824 |
|
|
$ |
179 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2006 |
|
|
|
|
|
|
Equity Securities |
|
$ |
399 |
|
|
$ |
140 |
|
Debt Securities |
|
|
316 |
|
|
|
4 |
|
Cash and Cash Equivalents |
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
740 |
|
|
$ |
144 |
|
|
|
|
|
|
|
|
Securities held in the nuclear decommissioning trust funds are classified as available-for-sale.
As Detroit Edison does not have the ability to hold impaired investments for a period of time
sufficient to allow for the anticipated recovery of market value, all unrealized losses are
considered to be other than temporary impairments.
104
Impairment charges for unrealized losses incurred by the Fermi 2 trust are recognized as a
regulatory asset. Detroit Edison recognized $22 million and $10 million of unrealized losses as
regulatory assets for the years ended December 31, 2007 and 2006, respectively. Since the
decommissioning of Fermi 1 is funded by Detroit Edison rather than through a regulatory recovery
mechanism, there is no corresponding regulatory asset treatment. Therefore, impairment charges for
unrealized losses incurred by the Fermi 1 trust are recognized in earnings immediately. For the
years ended December 31, 2007 and 2006, Detroit Edison recognized impairment charges of $0.2
million in each year for unrealized losses incurred by the Fermi 1 trust.
Nuclear Fuel Disposal Costs
In accordance with the Federal Nuclear Waste Policy Act of 1982, Detroit Edison has a contract with
the U.S. Department of Energy (DOE) for the future storage and disposal of spent nuclear fuel from
Fermi 2. Detroit Edison is obligated to pay the DOE a fee of 1 mill per kWh of Fermi 2 electricity
generated and sold. The fee is a component of nuclear fuel expense. Delays have occurred in the
DOEs program for the acceptance and disposal of spent nuclear fuel at a permanent repository.
Detroit Edison is a party in the litigation against the DOE for both past and future costs
associated with the DOEs failure to accept spent nuclear fuel under the timetable set forth in the
Federal Nuclear Waste Policy Act of 1982. Detroit Edison currently employs a used nuclear fuel
storage strategy utilizing a spent fuel pool. In December 2007, Detroit Edison announced plans to
move to a dry cask storage method which is expected to provide sufficient storage capability for
the life of the plant.
NOTE 7 JOINTLY OWNED UTILITY PLANT
Detroit Edison has joint ownership interest in two power plants, Belle River and Ludington
Hydroelectric Pumped Storage. Ownership information of the two utility plants as of December 31,
2007 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ludington |
|
|
|
|
|
|
Hydroelectric |
|
|
Belle River |
|
Pumped Storage |
In-service date |
|
|
1984-1985 |
|
|
|
1973 |
|
Total plant capacity |
|
1,026 |
MW |
|
1,872 |
MW |
Ownership interest |
|
|
|
* |
|
|
49 |
% |
Investment (in Millions) |
|
$ |
1,575 |
|
|
$ |
164 |
|
Accumulated depreciation (in Millions) |
|
$ |
847 |
|
|
$ |
101 |
|
|
|
|
* |
|
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. |
Belle River
The Michigan Public Power Agency (MPPA) has an ownership interest in Belle River Unit No. 1 and
other related facilities. The MPPA is entitled to 19% of the total capacity and energy of the
plant and is responsible for the same percentage of the plants operation, maintenance and capital
improvement costs.
Ludington Hydroelectric Pumped Storage
Consumers Energy Company has an ownership interest in the Ludington Hydroelectric Pumped Storage
Plant. Consumers Energy is entitled to 51% of the total capacity and energy of the plant and is
responsible for the same percentage of the plants operation, maintenance and capital improvement
costs.
105
NOTE 8 INCOME TAXES
Income Tax Summary
The Company files a consolidated federal income tax return. Total income tax expense varied from
the statutory federal income tax rate for the following reasons:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Income before income taxes and minority interest |
|
$ |
1,155 |
|
|
$ |
536 |
|
|
$ |
415 |
|
Less minority interest |
|
|
4 |
|
|
|
1 |
|
|
|
37 |
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before tax |
|
$ |
1,151 |
|
|
$ |
535 |
|
|
$ |
378 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense at 35% statutory rate |
|
$ |
403 |
|
|
$ |
187 |
|
|
$ |
132 |
|
Production tax credits |
|
|
(11 |
) |
|
|
(12 |
) |
|
|
(10 |
) |
Investment tax credits |
|
|
(8 |
) |
|
|
(8 |
) |
|
|
(8 |
) |
Depreciation |
|
|
(4 |
) |
|
|
(4 |
) |
|
|
(4 |
) |
Employee Stock Ownership Plan dividends |
|
|
(5 |
) |
|
|
(5 |
) |
|
|
(5 |
) |
Medicare part D subsidy |
|
|
(6 |
) |
|
|
(6 |
) |
|
|
(7 |
) |
Other, net |
|
|
(5 |
) |
|
|
(6 |
) |
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
Income tax expense from continuing operations |
|
$ |
364 |
|
|
$ |
146 |
|
|
$ |
106 |
|
|
|
|
|
|
|
|
|
|
|
Effective federal income tax rate |
|
|
31.6 |
% |
|
|
27.3 |
% |
|
|
28.0 |
% |
|
|
|
|
|
|
|
|
|
|
The minority interest allocation reflects the adjustment to earnings to allocate partnership losses
to third party owners. The tax impact of partnership earnings and losses are attributable to the
partners instead of the partnerships. The minority interest allocation is therefore removed in
computing income taxes associated with continuing operations.
Components of income tax expense were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Continuing operations |
|
|
|
|
|
|
|
|
|
|
|
|
Current federal and other income tax expense |
|
$ |
277 |
|
|
$ |
88 |
|
|
$ |
78 |
|
Deferred federal income tax expense |
|
|
87 |
|
|
|
58 |
|
|
|
28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
364 |
|
|
|
146 |
|
|
|
106 |
|
Discontinued operations |
|
|
66 |
|
|
|
(11 |
) |
|
|
83 |
|
Cumulative effect of accounting changes |
|
|
|
|
|
|
1 |
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
430 |
|
|
$ |
136 |
|
|
$ |
187 |
|
|
|
|
|
|
|
|
|
|
|
Production tax credits are provided for qualified fuels produced and sold by a taxpayer to an
unrelated party during the taxable year. Production tax credits earned but not utilized totaled
$186 million and are carried forward indefinitely as alternative minimum tax credits. The majority
of the production tax credits earned, including all of those from our synfuel projects, were
generated from projects that have received a private letter ruling (PLR) from the Internal Revenue
Service (IRS). These PLRs provide assurance as to the appropriateness of using these credits to
offset taxable income, however, these tax credits are subject to IRS audit and adjustment.
Deferred tax assets and liabilities are recognized for the estimated future tax effect of temporary
differences between the tax basis of assets or liabilities and the reported amounts in the
financial statements. Deferred tax assets and liabilities are classified as current or noncurrent
according to the classification of the related assets or liabilities. Deferred tax assets and
liabilities not related to assets or
106
liabilities are classified according to the expected reversal
date of the temporary differences. Deferred tax assets (liabilities) were comprised of the
following at December 31:
|
|
|
|
|
|
|
|
|
(in Millions) |
|
2007 |
|
|
2006 |
|
Property, plant and equipment |
|
$ |
(1,384 |
) |
|
$ |
(1,358 |
) |
Securitized regulatory assets |
|
|
(621 |
) |
|
|
(670 |
) |
Alternative
minimum tax credit carryforward |
|
|
186 |
|
|
|
438 |
|
Merger basis differences |
|
|
57 |
|
|
|
60 |
|
Pension and benefits |
|
|
28 |
|
|
|
16 |
|
Other comprehensive income |
|
|
62 |
|
|
|
113 |
|
Risk management assets and liabilities |
|
|
142 |
|
|
|
62 |
|
Net operating loss carryforward |
|
|
28 |
|
|
|
51 |
|
Other |
|
|
93 |
|
|
|
88 |
|
|
|
|
|
|
|
|
|
|
|
(1,409 |
) |
|
|
(1,200 |
) |
Less valuation allowance |
|
|
(28 |
) |
|
|
(20 |
) |
|
|
|
|
|
|
|
|
|
$ |
(1,437 |
) |
|
$ |
(1,220 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current deferred income tax assets |
|
$ |
387 |
|
|
$ |
245 |
|
Long-term deferred income tax liabilities |
|
|
(1,824 |
) |
|
|
(1,465 |
) |
|
|
|
|
|
|
|
|
|
$ |
(1,437 |
) |
|
$ |
(1,220 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income tax assets |
|
$ |
1,771 |
|
|
$ |
1,834 |
|
Deferred income tax liabilities |
|
|
(3,208 |
) |
|
|
(3,054 |
) |
|
|
|
|
|
|
|
|
|
$ |
(1,437 |
) |
|
$ |
(1,220 |
) |
|
|
|
|
|
|
|
The above table excludes deferred tax liabilities associated with unamortized investment tax
credits that are shown separately on the Consolidated Statements of Financial Position.
The Company has state deferred tax assets related to net operating loss carry-forwards of $28
million and $20 million at December 31, 2007 and 2006, respectively. The state net operating loss
carry-forwards expire in 2008 through 2026. The Company has recorded valuation allowances at
December 31, 2007 and 2006 of approximately $28 million and $20 million, respectively, a change of $8 million, with respect to deferred tax assets associated with state income taxes. In assessing
the realizability of deferred tax assets, the Company considers whether it is more likely than not
that some portion or all of the deferred tax assets will not be realized. The ultimate realization
of deferred tax assets is dependent upon the generation of future taxable income during the periods
in which those temporary differences become deductible. Based upon the level of historical taxable
income and projections for future taxable income over the periods which the deferred tax assets are
deductible, the Company believes it is more likely than not that it will realize the benefits of
those deductible differences, net of the existing valuation allowance as of December 31, 2007.
Uncertain Tax Positions
The Company adopted the provisions of FIN 48, Accounting for Uncertainty in Income Taxes an
Interpretation of FASB Statement No. 109 (FIN 48) on January 1, 2007. This interpretation
prescribes a more-likely-than-not recognition threshold and a measurement attribute for the
financial statement reporting of tax positions taken or expected to be taken on a tax return. As a
result of the implementation of FIN 48, the Company recognized a $5 million increase in liabilities
that was accounted for as a reduction to the January 1, 2007 balance of retained earnings.
107
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
|
|
|
|
|
(in Millions) |
|
|
|
|
Balance at January 1, 2007 |
|
$ |
45 |
|
Additions for tax positions of prior years |
|
|
4 |
|
Reductions for tax positions of prior years |
|
|
(8 |
) |
Settlements |
|
|
(15 |
) |
Lapse of statute of limitations |
|
|
(4 |
) |
|
|
|
|
Balance at December 31, 2007 |
|
$ |
22 |
|
|
|
|
|
The Company has $14 million of unrecognized tax benefits at December 31, 2007 that, if recognized,
would favorably impact our effective tax rate. During the next twelve months, statutes of
limitations will expire for our tax returns in various states. It is reasonably possible that
there will be a decrease in unrecognized tax benefits of $8 million within the next twelve months.
The Company recognizes interest and penalties pertaining to income taxes in Interest expense and
Other expenses, respectively, on its Consolidated Statements of Operations. Accrued interest
pertaining to income taxes totaled $7 million at December 31, 2007. The Company had no accrued
penalties pertaining to income taxes. The Company recognized interest expense related to income
taxes of $1 million during 2007.
The Companys U.S. federal income tax returns for years 2004 and subsequent years remain subject to
examination by the IRS. The Company also files tax returns in numerous state jurisdictions with
varying statutes of limitation.
Michigan Business Tax
On July 12, 2007, the Michigan Business Tax (MBT) was enacted by the State of Michigan to replace
the Michigan Single Business Tax (MSBT) effective January 1, 2008. The MBT is comprised of an
apportioned modified gross receipts tax of 0.8 percent; and an apportioned business income tax of
4.95 percent. The MBT provides credits for Michigan business investment, compensation, and
research and development. The MBT will be accounted for as an income tax.
In 2007 a state deferred tax liability of $224 million was recognized by the Company for cumulative
differences between book and tax assets and liabilities for the consolidated group. Effective
September 30, 2007, legislation was adopted by the State of Michigan creating a deduction for
businesses that realize an increase in their deferred tax liability due to the enactment of the
MBT. Therefore, a deferred tax asset of $224 million was established related to the future
deduction. The deduction will be claimed during the period of 2015 through 2029. The recognition
of the enactment of the MBT did not have an impact on our income tax provision for 2007.
Of the $224 million of deferred tax liabilities and assets recognized for the consolidated group,
$364 million related to our regulated entities with the remainder related to our non-regulated
entities. The $364 million of deferred tax liabilities and assets recognized by our regulated
utilities were offset by corresponding regulatory assets and liabilities in accordance with SFAS
No. 71, Accounting for the Effects of Certain Types of Regulation, as the impacts of the deferred
tax liabilities and assets recognized upon enactment and amendment of the MBT will be reflected in
our rates.
108
NOTE 9 COMMON STOCK
Common Stock
The DTE Energy Board of Directors has authorized the repurchase of up to $1.550 billion of common
stock through 2009. Through December 31, 2007, repurchases of approximately $725 million of common
stock were made.
Under the DTE Energy Company Long-Term Incentive Plan, the Company grants non-vested stock awards
to key employees, primarily management. As a result of a stock award, a settlement of an award of
performance shares, or by exercise of a participants stock option, the Company may deliver common
stock from the Companys authorized but unissued common stock and/or from outstanding common stock
acquired by or on behalf of the Company in the name of the participant. The number of non-vested
restricted stock awards is included in the number of common shares outstanding; however, for
purposes of computing basic earnings per share, non-vested restricted stock awards are excluded.
Dividends
Certain of the Companys credit facilities contain a provision requiring the Company to maintain a
ratio of consolidated debt to capitalization equal to or less than 0.65:1, which has the effect of
limiting the amount of dividends the Company can pay in order to maintain compliance with this
provision. The effect of this provision as of December 31, 2007 was to restrict approximately $197
million as payments for dividends of total retained earnings of approximately $2.8 billion. There
are no other effective limitations with respect to the Companys ability to pay dividends.
NOTE 10 EARNINGS PER SHARE
The Company reports both basic and diluted earnings per share. Basic earnings per share is
computed by dividing income from continuing operations by the weighted average number of common
shares outstanding during the period. The calculation of diluted earnings per share assumes the
issuance of potentially dilutive common shares outstanding during the period and the repurchase of
common shares that would have occurred with proceeds from the assumed issuance. Diluted earnings
per share assume the exercise of stock options. Non-vested restricted stock awards are included in
the number of common shares outstanding; however, for purposes of computing basic earnings per
share, non-vested restricted stock awards are excluded. A reconciliation of both calculations is
presented in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions, except per share amounts) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Basic Earnings per Share |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
787 |
|
|
$ |
389 |
|
|
$ |
272 |
|
|
|
|
|
|
|
|
|
|
|
Average number of common shares outstanding |
|
|
169 |
|
|
|
177 |
|
|
|
175 |
|
|
|
|
|
|
|
|
|
|
|
Income per share of common stock based on
weighted average number of shares outstanding |
|
$ |
4.64 |
|
|
$ |
2.19 |
|
|
$ |
1.56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings per Share |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
787 |
|
|
$ |
389 |
|
|
$ |
272 |
|
|
|
|
|
|
|
|
|
|
|
Average number of common shares outstanding |
|
|
169 |
|
|
|
177 |
|
|
|
175 |
|
Incremental shares from stock-based awards |
|
|
1 |
|
|
|
1 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
Average number of dilutive shares outstanding |
|
|
170 |
|
|
|
178 |
|
|
|
176 |
|
|
|
|
|
|
|
|
|
|
|
Income per share of common stock
assuming issuance of incremental shares |
|
$ |
4.62 |
|
|
$ |
2.18 |
|
|
$ |
1.55 |
|
|
|
|
|
|
|
|
|
|
|
109
Options to purchase approximately 2,100 shares of common stock in 2007, 100,000 shares of common
stock in 2006, and two million shares in 2005 were not included in the computation of diluted
earnings per share because the options exercise price was greater than the average market price of
the common shares, thus making these options anti-dilutive.
NOTE 11 LONG-TERM DEBT
Long-Term Debt
The Companys long-term debt outstanding and weighted average interest rates(1) of debt
outstanding at December 31 were:
|
|
|
|
|
|
|
|
|
(in Millions) |
|
2007 |
|
|
2006 |
|
Mortgage bonds, notes, and other |
|
|
|
|
|
|
|
|
DTE Energy Debt, Unsecured |
|
|
|
|
|
|
|
|
6.7% due 2009 to 2033 |
|
$ |
1,496 |
|
|
$ |
1,669 |
|
Detroit Edison Taxable Debt, Principally Secured |
|
|
|
|
|
|
|
|
5.9% due 2010 to 2038 |
|
|
2,305 |
|
|
|
2,267 |
|
Detroit Edison Tax Exempt Revenue Bonds (2) |
|
|
|
|
|
|
|
|
5.3% due 2008 to 2036 |
|
|
1,213 |
|
|
|
1,213 |
|
MichCon Taxable Debt, Principally Secured |
|
|
|
|
|
|
|
|
6.1% due 2008 to 2033 |
|
|
715 |
|
|
|
745 |
|
Other Long-Term Debt, Including Non-Recourse Debt |
|
|
196 |
|
|
|
259 |
|
|
|
|
|
|
|
|
|
|
$ |
5,925 |
|
|
$ |
6,153 |
|
Less debt associated with assets held for sale |
|
|
(22 |
) |
|
|
|
|
Less amount due within one year |
|
|
(327 |
) |
|
|
(235 |
) |
|
|
|
|
|
|
|
|
|
$ |
5,576 |
|
|
$ |
5,918 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securitization bonds |
|
|
|
|
|
|
|
|
6.4% due 2008 to 2015 |
|
$ |
1,185 |
|
|
$ |
1,295 |
|
Less amount due within one year |
|
|
(120 |
) |
|
|
(110 |
) |
|
|
|
|
|
|
|
|
|
$ |
1,065 |
|
|
$ |
1,185 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trust preferred linked securities |
|
|
|
|
|
|
|
|
7.8% due 2032 |
|
$ |
186 |
|
|
$ |
186 |
|
7.5% due 2044 |
|
|
103 |
|
|
|
103 |
|
|
|
|
|
|
|
|
|
|
$ |
289 |
|
|
$ |
289 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Weighted average interest rates as of December 31, 2007 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. |
Debt Issuances
In 2007, the Company issued the following long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
Month |
|
|
|
|
|
|
|
|
Company |
|
Issued |
|
Type |
|
Interest Rate |
|
Maturity |
|
Amount |
|
Detroit Edison |
|
December |
|
Senior Notes (1) |
|
|
6.47 |
% |
|
March 2038 |
|
$ |
50 |
|
|
|
|
(1) |
|
The proceeds from the issuance were used to refinance other long-term debt at Detroit Edison and for general corporate
purposes. |
110
Debt Retirements and Redemptions
The following debt was retired, through optional redemption or payment at maturity, during 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
Month |
|
|
|
|
|
|
|
|
|
|
Company |
|
Retired |
|
Type |
|
Interest Rate |
|
|
Maturity |
|
Amount |
|
|
MichCon |
|
May |
|
First mortgage bonds |
|
|
7.21 |
% |
|
May 2007 |
|
$ |
30 |
|
DTE Energy |
|
August |
|
Senior notes |
|
|
5.63 |
% |
|
August 2007 |
|
|
173 |
|
Detroit Edison |
|
December |
|
Other long term debt |
|
|
7.61 |
% |
|
June 2011 |
|
|
47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Retirements |
|
|
|
|
|
|
|
|
|
|
|
$ |
250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table shows the scheduled debt maturities, excluding any unamortized discount or
premium on debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 and |
|
|
(in Millions) |
|
2008 |
|
2009 |
|
2010 |
|
2011 |
|
2012 |
|
thereafter |
|
Total |
|
|
|
Amount to mature |
|
$ |
447 |
|
|
$ |
352 |
|
|
$ |
670 |
|
|
$ |
914 |
|
|
$ |
453 |
|
|
$ |
4,571 |
|
|
$ |
7,407 |
|
Trust Preferred-Linked Securities
DTE Energy has interests in various unconsolidated trusts that were formed for the sole purpose of
issuing preferred securities and lending the gross proceeds to the Company. The sole assets of the
trusts are debt securities of DTE Energy with terms similar to those of the related preferred
securities. Payments the Company makes are used by the trusts to make cash distributions on the
preferred securities it has issued.
The Company has the right to extend interest payment periods on the debt securities. Should the
Company exercise this right, it cannot declare or pay dividends on, or redeem, purchase or acquire,
any of its capital stock during the deferral period.
DTE Energy has issued certain guarantees with respect to payments on the preferred securities.
These guarantees, when taken together with the Companys obligations under the debt securities and
related indenture, provide full and unconditional guarantees of the trusts obligations under the
preferred securities.
Financing costs for these issuances were paid for and deferred by DTE Energy. These costs are
being amortized using the straight-line method over the estimated lives of the related securities.
Remarketable Securities
At December 31, 2007, $75 million of MichCon notes were subject to periodic remarketings. The
notes are subject to mandatory or optional tender on June 30, 2008. The Company directs the
remarketing agents to remarket these securities at the lowest interest rate necessary to produce a
par bid. In the event that a remarketing fails, the Company would be required to purchase the
securities. The notes are classified as long-term debt due to the expected successful remarketing
in 2008.
111
Cross Default Provisions
Substantially all of the net utility properties of Detroit Edison and MichCon are subject to the
lien of mortgages. Should Detroit Edison or MichCon fail to timely pay their indebtedness under
these mortgages, such failure may create cross defaults in the indebtedness of DTE Energy.
Other
As of December 31, 2007, the Company had $238 million of variable auction rate tax exempt bonds
outstanding. These bonds, which are subject to rate reset every 7 days, are insured by bond
insurers. Overall credit market conditions have resulted in credit rating downgrades and may
result in future credit rating downgrades for the bond insurers. This has caused a loss in
liquidity in the auction rate markets for their insured bonds. These conditions have negatively
impacted interest rates, including default rates in the case of failed auctions. The Company does
not expect its interest rate exposure regarding these bonds to be material.
NOTE 12 PREFERRED SECURITIES
Preferred and Preference Securities Authorized and Unissued
As of December 31, 2007, the amount of authorized and unissued stock is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Company |
|
Type of Stock |
|
Par Value |
|
Shares Authorized |
|
DTE Energy |
|
Preferred |
|
None |
|
|
5,000,000 |
|
|
Detroit Edison |
|
Preferred |
|
$ |
100 |
|
|
|
6,747,484 |
|
Detroit Edison |
|
Preference |
|
$ |
1 |
|
|
|
30,000,000 |
|
|
MichCon |
|
Preferred |
|
$ |
1 |
|
|
|
7,000,000 |
|
MichCon |
|
Preference |
|
$ |
1 |
|
|
|
4,000,000 |
|
NOTE 13 SHORT-TERM CREDIT ARRANGEMENTS AND BORROWINGS
DTE Energy and its wholly-owned subsidiaries, Detroit Edison and MichCon, have entered into
revolving credit facilities with similar terms. The five-year credit facilities are with a
syndicate of banks and may be used for general corporate borrowings, but are intended to provide
liquidity support for each of the companies commercial paper programs. The aggregate availability
under these combined facilities is $1.9 billion as shown in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
DTE Energy |
|
|
Detroit Edison |
|
|
MichCon |
|
|
Total |
|
Five-year unsecured revolving facility, dated October 2005 |
|
$ |
675 |
|
|
$ |
69 |
|
|
$ |
181 |
|
|
$ |
925 |
|
Five-year unsecured revolving facility, dated October 2004 |
|
|
525 |
|
|
|
206 |
|
|
|
244 |
|
|
|
975 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate availability |
|
$ |
1,200 |
|
|
$ |
275 |
|
|
$ |
425 |
|
|
$ |
1,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112
Borrowings under the facilities are available at prevailing short-term interest rates. The
agreements require the Company to maintain a debt to total capitalization ratio of no more than
0.65 to l. Should the Company have delinquent debt obligations of at least $50 million to any
creditor, such delinquency will
be considered a default under our credit agreements. DTE Energy, Detroit Edison and MichCon are
currently in compliance with these financial covenants. At December 31, 2007 and December 31, 2006,
respectively, the Company had approximately $82 million and $123 million of letters of credit
outstanding against these facilities.
At December 31, 2007, the Company had outstanding commercial paper of $761 million and other
short-term borrowings of $323 million, including Detroit Edison
and MichCon bank loans described below. At December 31, 2006, the Company had outstanding commercial
paper of $1.031 billion and other short-term borrowings of $100 million.
The weighted average interest rate for short-term borrowings was 5.4% at December 31, 2007 and
2006.
DTE Energy has a $40 million letter of credit and reimbursement agreement. Provisions for an
automatic one-year extension and conversion to a two-year term loan are available as long as
certain conditions are met.
In conjunction with maintaining certain exchange traded risk management positions, the Company may
be required to post cash collateral with its clearing agent. The Company has a demand financing
agreement for up to $150 million with its clearing agent. The amount outstanding under this
agreement was $13 million and $23 million at December 31, 2007 and 2006, respectively.
Detroit Edison has a $200 million short-term financing agreement secured by customer accounts
receivable. This agreement contains certain covenants related to the delinquency of accounts
receivable. Detroit Edison is currently in compliance with these covenants. The Company had an
outstanding balance of $125 million and $100 million at December 31, 2007 and 2006, respectively.
Detroit Edison and MichCon initiated separate $100 million short-term unsecured bank loans in the
fourth quarter of 2007. The purpose of these loans was to enhance liquidity and reduce reliance on
the commercial paper market. The loans have covenants identical to those specified under our
back-up credit facilities. Both Detroit Edison and MichCon were in compliance with those covenants
at December 31, 2007. Detroit Edison and MichCon each had $100 million outstanding under these
loans at December 31, 2007.
113
NOTE 14 CAPITAL AND OPERATING LEASES
Lessee The Company leases various assets under capital and operating leases, including coal cars,
office buildings, a warehouse, computers, vehicles and other equipment. The lease arrangements
expire at
various dates through 2031. Future minimum lease payments under non-cancelable leases at December
31, 2007 were:
|
|
|
|
|
|
|
|
|
|
|
Capital |
|
|
Operating |
|
(in Millions) |
|
Leases |
|
|
Leases |
|
2008 |
|
$ |
15 |
|
|
$ |
44 |
|
2009 |
|
|
15 |
|
|
|
36 |
|
2010 |
|
|
14 |
|
|
|
28 |
|
2011 |
|
|
12 |
|
|
|
22 |
|
2012 |
|
|
9 |
|
|
|
21 |
|
Thereafter |
|
|
41 |
|
|
|
82 |
|
|
|
|
|
|
|
|
Total minimum lease payments (1) |
|
|
106 |
|
|
$ |
233 |
|
|
|
|
|
|
|
|
|
Less imputed interest |
|
|
(24 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Present value of net minimum lease payments |
|
|
82 |
|
|
|
|
|
Less Assets held for sale |
|
|
(33 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Less current portion |
|
|
(8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Non-current portion |
|
$ |
41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Future minimum operating lease payments include $22 million associated with assets held for
sale. |
Rental expense for operating leases was $60 million in 2007, $72 million in 2006, and $68 million
in 2005.
Lessor MichCon leases a portion of its pipeline system to the Vector Pipeline Partnership through
a capital lease contract that expires in 2020, with renewal options extending for five years. The
components of the net investment in the capital lease at December 31, 2007, were as follows:
|
|
|
|
|
(in Millions) |
|
|
|
|
2008 |
|
$ |
9 |
|
2009 |
|
|
9 |
|
2010 |
|
|
9 |
|
2011 |
|
|
9 |
|
2012 |
|
|
9 |
|
Thereafter |
|
|
71 |
|
|
|
|
|
Total minimum future lease receipts |
|
|
116 |
|
Residual value of leased pipeline |
|
|
40 |
|
Less unearned income |
|
|
(78 |
) |
|
|
|
|
Net investment in capital lease |
|
|
78 |
|
Less current portion |
|
|
(2 |
) |
|
|
|
|
|
|
$ |
76 |
|
|
|
|
|
NOTE 15 FINANCIAL AND OTHER DERIVATIVE INSTRUMENTS
The Company complies with SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities, as amended and interpreted. Under SFAS No. 133, all derivatives are recognized on the
Consolidated Statement of Financial Position at their fair value unless they qualify for certain scope exceptions, including
normal purchases and normal sales exception. Further, derivatives that qualify and are designated
for hedge accounting are classified as either hedges of a forecasted transaction or the variability
of cash flows to be received or paid related to a recognized asset or
liability (cash flow hedge),
or as hedges of the fair value of a recognized asset or liability or of an unrecognized firm
commitment (fair value hedge). For cash flow hedges, the portion of the derivative gain or loss
that is effective in offsetting the change in the value of
114
the underlying exposure is deferred in
Accumulated other comprehensive income and later reclassified into earnings when the underlying
transaction occurs. For fair value hedges, changes in fair values for both the derivative and the
underlying hedged exposure are recognized in earnings each period. Gains and losses from the
ineffective portion of any hedge are recognized in earnings immediately. For derivatives that do
not qualify or are not designated for hedge accounting, changes in the fair value are recognized in
earnings each period.
The Companys primary market risk exposure is associated with commodity prices, credit, interest
rates and foreign currency. The Company has risk management policies to monitor and decrease
market risks. The Company uses derivative instruments to manage some of the exposure. The Company
uses derivative instruments for trading purposes in its Energy Trading segment and the coal
marketing activities of its Coal and Gas Midstream segment. The fair value of all derivatives is
included in Assets or liabilities from risk management and trading activities on the Consolidated
Statements of Financial Position.
Commodity Price Risk and Foreign Currency Risk
Utility Operations
Detroit Edison Detroit Edison generates, purchases, distributes and sells electricity. Detroit
Edison uses forward energy and capacity contracts to manage changes in the price of electricity and
fuel. Substantially all of these derivatives meet the normal purchases and sales exemption and are
therefore accounted for under the accrual method. Other derivative contracts are recoverable
through the PSCR mechanism when realized. This results in the deferral of unrealized gains and
losses or regulatory assets or liabilities, until realized.
MichCon MichCon purchases, stores, transmits and distributes natural gas and sells storage and
transportation capacity. MichCon has fixed-priced contracts for portions of its expected gas supply
requirements through 2011. MichCon may also sell forward storage and transportation capacity
contracts. These gas-supply, firm transportation, and storage contracts are designated and
qualify for the normal purchases and sales exemption and are therefore accounted for under the
accrual method.
Non-Utility Operations
Power and Industrial Projects These business segments manage and operate on-site energy and steel
related projects, landfill gas recovery and power generation assets. These businesses utilize
fixed-priced contracts in the marketing and management of their assets. These contracts are not
derivatives and are therefore accounted for under the accrual method.
Unconventional Gas Production The Unconventional Gas business is engaged in unconventional gas
project development and production. The Company uses derivative contracts to manage changes in the
price of natural gas. These derivatives are designated as cash flow hedges. Amounts recorded in
other comprehensive loss will be reclassified to earnings, specifically as a component of operating
revenues, as the related production affects earnings through 2010. In 2007 and 2006, $222 million
and $86 million, respectively, of after-tax losses were reclassified to earnings, principally
related to the Antrim business. See Note 3 for further discussion of the discontinuance of a
portion of cash flow hedge accounting upon sale of the Antrim business. In 2008, management
estimates reclassifying an after-tax gain of approximately $1 million to earnings related to the
Barnett cash flows.
Energy Trading Commodity Price Risk Energy Trading markets and trades wholesale electricity and natural gas physical
products, energy financial instruments, and provides risk management services utilizing energy
commodity derivative instruments. Forwards, futures, options and swap agreements are used to manage
exposure to the risk of market price and volume fluctuations in its operations. These derivatives
are accounted for by recording changes in fair value to earnings, specifically as a component of
Operating revenues, unless certain hedge accounting criteria are met. This fair value accounting
better aligns financial reporting with the way the business is managed and its performance is
measured. Energy Trading experiences earnings
115
volatility as a result of its gas inventory and
other non-derivative assets that do not qualify for fair value accounting under accounting
principles generally accepted in the U.S. Although the risks associated with these asset positions
are substantially offset, requirements to fair value the related derivatives result in unrealized
gains and losses being recorded to earnings that eventually reverse upon settlement.
Energy Trading Foreign Currency Risk Energy Trading has foreign currency forward contracts to hedge fixed Canadian dollar commitments
existing under power purchase and sale contracts and gas transportation contracts. The Company
entered into these contracts to mitigate any price volatility with respect to fluctuations of the
Canadian dollar
relative to the U.S. dollar. Certain of these contracts were designated as cash flow hedges with
changes in fair value recorded to Other comprehensive income. Amounts recorded to Other
comprehensive income are classified to Operating revenues or Fuel, purchased power and gas expense
when the related hedged item impacts earnings.
For derivatives designated as cash flow hedges, amounts recorded in Other comprehensive income will
be reclassified to earnings, specifically as a component of Operating revenues, as the related
forecasted transaction affects earnings through 2008. In 2007 and 2006, $7 million and $8 million,
respectively, of after-tax losses were reclassified to earnings. In 2008, management estimates
reclassifying an after-tax gain of approximately $1 million to earnings.
Coal and Gas Midstream These business units are primarily engaged in services related to
transportation of coal as well as the transportation, processing and storage of natural gas. These
businesses utilize fixed-priced contracts in their marketing and management of their businesses.
Generally these contracts are not derivatives and are therefore accounted for under the accrual
method. The business unit also engages in coal marketing which includes the marketing and trading
of physical coal products and coal financial instruments. Certain of these physical and financial
coal contracts are derivatives and are accounted for by recording changes in fair value to
earnings, specifically as a component of Operating revenues, unless certain hedge accounting
criteria are met.
Credit Risk
The utility and non-utility businesses are exposed to credit risk if customers or counterparties do
not comply with their contractual obligations. The Company maintains credit policies that
significantly minimize overall credit risk. These policies include an evaluation of potential
customers and counterparties financial condition, credit rating, collateral requirements or other
credit enhancements such as letters of credit or guarantees. The Company generally uses
standardized agreements that allow the netting of positive and negative transactions associated
with a single counterparty.
The Company maintains a provision for credit losses based on factors surrounding the credit risk of
its customers, historical trends, and other information. Based on the Companys credit policies
and its December 31, 2007 provision for credit losses, the Companys exposure to
counterparty nonperformance is not expected to result in material
effects on the Companys financial statements.
Interest Rate Risk
The Company uses interest rate swaps, treasury locks and other derivatives to hedge the risk
associated with interest rate market volatility. In 2004 and 2000, the Company entered into a
series of interest rate derivatives to limit its sensitivity to market interest rate risk
associated with the issuance of long-term debt. Such instruments were designated as cash flow
hedges. The Company subsequently issued long-term debt and terminated these hedges at a cost that
is included in other comprehensive loss. Amounts recorded in other comprehensive loss will be
reclassified to Interest expense as the related interest affects earnings through 2030. In 2008,
the Company estimates reclassifying $4 million of losses to earnings.
116
Fair Value of Other Financial Instruments
The fair value of financial instruments is determined by using various market data and other
valuation techniques. The table below shows the fair value relative to the carrying value for
long-term debt securities. The carrying value of certain other financial instruments, such as
notes payable, customer deposits and notes receivable approximate
fair value and are not shown. As of December 31, 2007, the Company had approximately $1
billion of tax exempt securities insured by insurers. Since December 31, 2007, overall credit market conditions have resulted in credit rating downgrades and may result in future credit rating downgrades for these insurers. The Company does not expect the impact on interest rates or fair value to be material.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
|
Fair Value |
|
Carrying Value |
|
Fair Value |
|
Carrying Value |
Long-Term Debt |
|
$7.6 billion |
|
$7.4 billion |
|
$8.0 billion |
|
$7.7 billion |
NOTE 16 COMMITMENTS AND CONTINGENCIES
Environmental
Electric Utility
Air Detroit Edison is subject to EPA ozone transport and acid rain regulations that limit power
plant emissions of sulfur dioxide and nitrogen oxides. In March 2005, EPA issued additional
emission reduction regulations relating to ozone, fine particulate, regional haze and mercury air
pollution. The new rules will lead to additional controls on fossil-fueled power plants to reduce
nitrogen oxide, sulfur dioxide and mercury emissions. To comply with these requirements, Detroit
Edison has spent approximately $1.1 billion through 2007. The Company estimates Detroit Edison
future capital expenditures at up to $282 million in 2008 and up to $2.4 billion of additional
capital expenditures through 2018 to satisfy both the existing and proposed new control
requirements.
Water In response to an EPA regulation, Detroit Edison is required to examine alternatives for
reducing the environmental impacts of the cooling water intake structures at several of its
facilities. Based on the results of the studies to be conducted over the next several years,
Detroit Edison may be required to install additional control technologies to reduce the impacts of
the water intakes. Initially, it was estimated that Detroit Edison could incur up to approximately
$55 million over the four to six years subsequent to 2007 in additional capital expenditures to
comply with these requirements. However, a recent court decision remanded back to the EPA several
provisions of the federal regulation that may result in a delay in compliance dates. The decision
also raised the possibility that Detroit Edison may have to install cooling towers at some
facilities at a cost substantially greater than was initially estimated for other mitigative
technologies.
Contaminated Sites Detroit Edison conducted remedial investigations at contaminated sites,
including three former manufactured gas plant (MGP) sites, the area surrounding an ash landfill and
several underground and aboveground storage tank locations. The findings of these investigations
indicated that the estimated cost to remediate these sites is approximately $15 million that was
accrued in 2007 and is expected to be incurred over the next several years. In addition, Detroit
Edison expects to make approximately $6 million of capital improvements to the ash landfill in
2008.
Gas Utility
Contaminated Sites Prior to the construction of major interstate natural gas pipelines, gas for
heating and other uses was manufactured locally from processes involving coal, coke or oil. Gas
Utility owns, or previously owned, 15 such former MGP sites. Investigations have revealed
contamination related to the by-products of gas manufacturing at each site. In addition to the MGP
sites, the Company is also in the process of cleaning up other contaminated sites. Cleanup
activities associated with these sites will be conducted over the next several years.
117
The MPSC has established a cost deferral and rate recovery mechanism for investigation and
remediation costs incurred at former MGP sites. Accordingly, Gas Utility recognizes a liability and
corresponding regulatory asset for estimated investigation and remediation costs at former MGP
sites. During 2007, the Company spent approximately $2 million investigating and remediating these
former MGP sites. The Company accrued an additional $1 million in remediation liabilities to
increase the reserve balance to $40 million as of December 31, 2007, with a corresponding increase
in the regulatory asset.
Any significant change in assumptions, such as remediation techniques, nature and extent of
contamination and regulatory requirements, could impact the estimate of remedial action costs for
the sites and affect the Companys financial position and cash flows. However, the Company
anticipates the
cost deferral and rate recovery mechanism approved by the MPSC will prevent environmental costs
from having a material adverse impact on our results of operations.
Non-Utility
The Companys non-utility affiliates are subject to a number of environmental laws and regulations
dealing with the protection of the environment from various pollutants. The Company is in the
process of installing new environmental equipment at our coke battery facilities in Michigan. The
Company expects the projects to be completed within two years. The coke battery facilities received
and responded to information requests from the EPA resulting in the issuance of a notice of
violation regarding potential maximum achievable control technologies and new source review
violations. The EPA is in the process of reviewing the Companys position of demonstrated
compliance and has not initiated escalated enforcement. At this time, the Company cannot predict
the impact of this issue. The Companys non-utility affiliates are substantially in compliance with
all environmental requirements, other than as noted above.
Guarantees
In certain limited circumstances, the Company enters into contractual guarantees. The Company may
guarantee another entitys obligation in the event it fails to perform. The Company may provide
guarantees in certain indemnification agreements. Finally, the Company may provide indirect
guarantees for the indebtedness of others. Below are the details of specific material guarantees
the Company currently provides.
Millennium Pipeline Project Guarantee
The Company owns a 26.25% equity interest in the Millennium Pipeline Project (Millennium).
Millennium is accounted for under the equity method. Millennium is expected to begin commercial
operations in November 2008.
On August 29, 2007, Millennium entered into a borrowing facility to finance the construction costs
of the project. The total facility amounts to $800 million and is guaranteed by the project
partners, based upon their respective ownership percentages. The facility expires on August 29,
2010. The amount outstanding under this facility was $153 million at December 31, 2007. Proceeds of
the facility are being used to fund project costs and expenses relating to the development,
construction and commercial start up and testing of the pipeline project and for general corporate
purposes. In addition, the facility has been utilized to reimburse the project partners for costs
and expenses incurred in connection with the project for the period subsequent to June 1, 2004
through immediately prior to the closing of the facility. The Company received approximately $23.5
million in September 2007 as reimbursement for costs and expenses incurred by it during the
above-mentioned period. The Company accounted for this reimbursement as a return of capital.
118
The Company has agreed to guarantee 26.25% of the borrowing facility in the event of default by
Millennium. The guarantee includes DTE Energys revolving credit facilitys covenant and default
provisions by reference. The Company has also provided performance guarantees in regards to
completion of Millennium to the major shippers in an amount of approximately $16 million. The
maximum potential amount of future payments under these guarantees is approximately $226 million.
There are no recourse provisions or collateral that would enable us to recover any amounts paid
under the guarantees other than our share of project assets.
Parent Company Guarantee of Subsidiary Obligations
The Company has issued guarantees for the benefit of various non-utility subsidiary transactions.
In the event that DTE Energys credit rating is downgraded below investment grade, certain of these
guarantees would require the Company to post cash or letters of credit valued at approximately $488
million at
December 31, 2007. This estimated amount fluctuates based upon commodity prices (primarily power
and gas) and the provisions and maturities of the underlying agreements.
Other Guarantees
The Companys other guarantees are not individually material with maximum potential payments
totaling $10 million at December 31, 2007.
Labor Contracts
There are several bargaining units for the Companys represented employees. In October 2007, a new
three-year agreement was ratified by approximately 950 employees in our gas operations. In December
2007, a new three-year agreement was ratified by approximately 3,100 employees in our electric
operations and corporate services. The contracts of the remaining represented employees expire at
various dates in 2008 and 2009.
Purchase Commitments
Detroit Edison has an Energy Purchase Agreement to purchase steam and electricity from the Greater
Detroit Resource Recovery Authority (GDRRA). Under the Agreement, Detroit Edison will purchase
steam through 2008 and electricity through June 2024. In 1996, a charge to income was recorded that
included a reserve for steam purchase commitments in excess of replacement costs from 1997 through
2008. The reserve for steam purchase commitments totaling $20 million at December 31, 2007 is being
amortized to fuel, purchased power and gas expense with non-cash accretion expense being recorded
through 2008. The Company estimates steam and electric purchase commitments from 2008 through 2024
will not exceed $343 million. In January 2003, the Company sold the steam heating business of
Detroit Edison to Thermal Ventures II, LP. Under the terms of the sale, Detroit Edison remains
contractually obligated to buy steam of $33 million from GDRRA until 2008. Also, the Company guaranteed bank loans of $13 million that
Thermal Ventures II, LP may use for capital improvements to the steam heating system. During 2007,
the Company recorded reserves of $13 million related to the bank loan guarantee.
As of December 31, 2007, the Company was party to numerous long-term purchase commitments relating
to a variety of goods and services required for the Companys business. These agreements primarily
consist of fuel supply commitments and energy trading contracts. The Company estimates that these
commitments will be approximately $5.9 billion from 2008 through 2051. The Company also estimates
that 2008 capital expenditures will be approximately $1.5 billion. The Company has made certain
commitments in connection with expected capital expenditures.
119
Bankruptcies
The Company purchases and sells electricity, gas, coal, coke and other energy products from and to
numerous companies operating in the steel, automotive, energy, retail and other industries.
Certain of the Companys customers have filed for bankruptcy protection under Chapter 11 of the
U.S. Bankruptcy Code. The Company regularly reviews contingent matters relating to these customers
and its purchase and sale contracts and it records provisions for amounts considered at risk of
probable loss. Management believes the Companys previously accrued amounts are adequate for
probable losses. The final resolution of these matters is not expected to have a material effect
on the Companys consolidated financial statements.
Other Contingencies
Detroit Edison and the Coal Transportation and Marketing business were involved in a contract
dispute with BNSF Railway Company that was referred to arbitration. Under this contract, BNSF
transports western coals east for Detroit Edison and the Coal Transportation and Marketing
business. The Company filed a breach of contract claim against BNSF for the failure to provide
certain services that it believed
were required by the contract. The Company received an award from the arbitration panel in
September 2007 that held that BNSF is required to provide such services under the contract and
awarded damages to the Company. The Company entered into a settlement agreement with BNSF pursuant
to which BNSF will provide the required services.
The Company is involved in certain legal, regulatory, administrative and environmental proceedings
before various courts, arbitration panels and governmental agencies concerning claims arising in
the ordinary course of business. These proceedings include certain contract disputes, additional
environmental reviews and investigations, audits, inquiries from various regulators, and pending
judicial matters. The Company cannot predict the final disposition of such proceedings. The Company
regularly reviews legal matters and records provisions for claims it can estimate and are
considered probable of loss. The resolution of these pending proceedings is not expected to have a
material effect on the Companys operations or financial statements in the periods they are
resolved.
See Note 5 for a discussion of contingencies related to Regulatory Matters.
NOTE 17 RETIREMENT BENEFITS AND TRUSTEED ASSETS
Adoption of SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other
Postretirement Plans
In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension
and Other Postretirement Plans an Amendment of FASB Statements
No. 87, 88, 106, and 132(R). SFAS No. 158 requires companies to (1) recognize the over funded or under funded status of defined benefit
pension and other postretirement plans in its financial statements, (2) recognize as a component of
other comprehensive income, net of tax, the actuarial gains or losses and the prior service costs
or credits that arise during the period but are not immediately recognized as components of net
periodic benefit cost, (3) recognize adjustments to other comprehensive income when the actuarial
gains or losses, prior service costs or credits, and transition assets or obligations are
recognized as components of net periodic benefit cost, (4) measure postretirement benefit plan
assets and plan obligations as of the date of the employers statement of financial position, and
(5) disclose additional information in the notes to financial statements about certain effects on
net periodic benefit cost in the upcoming fiscal year that arise from delayed recognition of the
actuarial gains and losses and the prior service cost and credits.
The requirement to recognize the funded status of a postretirement benefit plan and the related
disclosure requirements is effective for fiscal years ending after December 15, 2006. The Company
adopted this requirement as of December 31, 2006. The requirement to measure plan assets and
benefit obligations as
120
of the date of the employers fiscal year-end statement of financial
position is effective for fiscal years ending after December 15, 2008. The Company plans to adopt
this requirement as of December 31, 2008.
Retrospective application of the changes required by SFAS No. 158 is prohibited; therefore certain
disclosures below are not comparable.
Detroit Edison 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 other postretirement plan costs.
Measurement Date
All amounts and balances reported in the following tables as of December 31, 2007 and December 31,
2006 are based on measurement dates of November 30, 2007 and November 30, 2006, respectively.
Qualified and Nonqualified Pension Plan Benefits
The Company has qualified defined benefit retirement plans for eligible represented and
non-represented employees. The plans are noncontributory and cover substantially all employees. The
plans provide traditional retirement benefits based on the employees years of benefit service,
average final compensation and age at retirement. In addition, certain represented and
non-represented employees are covered under cash balance provisions that determine benefits on
annual employer contributions and interest credits. The Company also maintains supplemental
nonqualified, noncontributory, retirement benefit plans for selected management employees. These
plans provide for benefits that supplement those provided by DTE Energys other retirement plans.
The Companys policy is to fund qualified pension costs by contributing amounts consistent with the
Pension Protection Act of 2006 provisions and additional amounts when it deems appropriate. In
December 2007, the Company contributed $150 million to the qualified pension plans. The Company
anticipates making up to a $150 million contribution to its qualified pension plans in 2008 and a
$5 million contribution to its nonqualified pension plans in 2008.
Net pension cost includes the following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qualified Pension Plans |
|
|
Nonqualified Pension Plans |
|
(in Millions) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Service cost |
|
$ |
60 |
|
|
$ |
62 |
|
|
$ |
64 |
|
|
$ |
2 |
|
|
$ |
2 |
|
|
$ |
2 |
|
Interest cost |
|
|
174 |
|
|
|
172 |
|
|
|
169 |
|
|
|
4 |
|
|
|
4 |
|
|
|
3 |
|
Expected return on plan assets |
|
|
(237 |
) |
|
|
(222 |
) |
|
|
(218 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net actuarial loss |
|
|
57 |
|
|
|
57 |
|
|
|
67 |
|
|
|
2 |
|
|
|
2 |
|
|
|
1 |
|
Prior service cost |
|
|
5 |
|
|
|
7 |
|
|
|
8 |
|
|
|
1 |
|
|
|
1 |
|
|
|
|
|
Special termination benefits |
|
|
8 |
|
|
|
49 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net pension cost |
|
$ |
67 |
|
|
$ |
125 |
|
|
$ |
90 |
|
|
$ |
9 |
|
|
$ |
9 |
|
|
$ |
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Special termination benefits in the above tables represent costs associated with our Performance
Excellence Process.
121
Retrospective application of the changes required by SFAS No. 158 is prohibited; therefore certain
disclosures below are not comparable.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qualified Pension Plans |
|
|
Nonqualified Pension Plans |
|
(in Millions) |
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Other changes in plan assets and benefit
obligations recognized in other
comprehensive income and regulatory assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net actuarial (gain) |
|
$ |
(255 |
) |
|
$ |
N/A |
|
|
$ |
|
|
|
$ |
N/A |
|
Amortization of net actuarial (gain) |
|
|
(57 |
) |
|
|
N/A |
|
|
|
(2 |
) |
|
|
N/A |
|
Prior service cost |
|
|
1 |
|
|
|
N/A |
|
|
|
|
|
|
|
N/A |
|
Amortization of prior service (credit) |
|
|
(5 |
) |
|
|
N/A |
|
|
|
(1 |
) |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recognized in other comprehensive
income and regulatory assets |
|
$ |
(316 |
) |
|
$ |
N/A |
|
|
$ |
(3 |
) |
|
$ |
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recognized in net periodic pension
cost and other comprehensive income and
regulatory assets |
|
$ |
(249 |
) |
|
$ |
N/A |
|
|
$ |
6 |
|
|
$ |
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated amounts to be amortized from accumulated other
comprehensive income and regulatory assets
into net periodic benefit cost during
next fiscal year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net actuarial loss |
|
$ |
32 |
|
|
$ |
56 |
|
|
$ |
2 |
|
|
$ |
2 |
|
Prior service cost |
|
|
5 |
|
|
|
5 |
|
|
|
1 |
|
|
|
1 |
|
The above
table represents disclosure required of SFAS No. 158 beginning in 2007.
122
The following table reconciles the obligations, assets and funded status of the plans as well as
the amounts recognized as prepaid pension cost or pension liability in the Consolidated Statement
of Financial Position at December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qualified Pension Plans |
|
|
Nonqualified Pension Plans |
|
(in Millions) |
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Accumulated benefit obligation, end of year |
|
$ |
2,767 |
|
|
$ |
2,934 |
|
|
$ |
69 |
|
|
$ |
73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in projected benefit obligation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Projected benefit obligation, beginning of year |
|
$ |
3,171 |
|
|
$ |
3,013 |
|
|
$ |
75 |
|
|
$ |
67 |
|
Service cost |
|
|
60 |
|
|
|
62 |
|
|
|
2 |
|
|
|
2 |
|
Interest cost |
|
|
174 |
|
|
|
172 |
|
|
|
4 |
|
|
|
4 |
|
Actuarial (gain) loss |
|
|
(212 |
) |
|
|
78 |
|
|
|
|
|
|
|
7 |
|
Benefits paid |
|
|
(224 |
) |
|
|
(197 |
) |
|
|
(9 |
) |
|
|
(5 |
) |
Special termination benefits |
|
|
8 |
|
|
|
49 |
|
|
|
|
|
|
|
|
|
Plan amendments |
|
|
1 |
|
|
|
(6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Projected benefit obligation, end of year |
|
$ |
2,978 |
|
|
$ |
3,171 |
|
|
$ |
72 |
|
|
$ |
75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in plan assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan assets at fair value, beginning of year |
|
$ |
2,744 |
|
|
$ |
2,617 |
|
|
$ |
|
|
|
$ |
|
|
Actual return on plan assets |
|
|
280 |
|
|
|
324 |
|
|
|
|
|
|
|
|
|
Company contributions |
|
|
180 |
|
|
|
|
|
|
|
9 |
|
|
|
5 |
|
Benefits paid |
|
|
(224 |
) |
|
|
(197 |
) |
|
|
(9 |
) |
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan assets at fair value, end of year |
|
$ |
2,980 |
|
|
$ |
2,744 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded status of the plans |
|
$ |
2 |
|
|
$ |
(427 |
) |
|
$ |
(72 |
) |
|
$ |
(75 |
) |
December contribution |
|
|
150 |
|
|
|
180 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded status, end of year |
|
$ |
152 |
|
|
$ |
(247 |
) |
|
$ |
(71 |
) |
|
$ |
(75 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount recorded as: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncurrent assets |
|
$ |
152 |
|
|
$ |
71 |
|
|
$ |
|
|
|
$ |
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
(4 |
) |
|
|
(5 |
) |
Noncurrent liabilities |
|
|
|
|
|
|
(318 |
) |
|
|
(67 |
) |
|
|
(70 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
152 |
|
|
$ |
(247 |
) |
|
$ |
(71 |
) |
|
$ |
(75 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts recognized in accumulated
other comprehensive loss, pre-tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net actuarial loss |
|
$ |
175 |
|
|
$ |
186 |
|
|
$ |
5 |
|
|
$ |
7 |
|
Prior service (credit) |
|
|
(8 |
) |
|
|
(10 |
) |
|
|
|
|
|
|
|
|
Amounts recognized in regulatory assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net actuarial loss |
|
$ |
456 |
|
|
$ |
756 |
|
|
$ |
21 |
|
|
$ |
21 |
|
Prior service cost |
|
|
17 |
|
|
|
24 |
|
|
|
1 |
|
|
|
1 |
|
Assumptions used in determining the projected benefit obligation and net pension costs are listed
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
2005 |
Projected benefit obligation |
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate |
|
|
6.5 |
% |
|
|
5.7 |
% |
|
|
5.9 |
% |
Rate of compensation increase |
|
|
4.0 |
% |
|
|
4.0 |
% |
|
|
4.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net pension costs |
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate |
|
|
5.7 |
% |
|
|
5.9 |
% |
|
|
6.0 |
% |
Rate of compensation increase |
|
|
4.0 |
% |
|
|
4.0 |
% |
|
|
4.0 |
% |
Expected long-term rate of return on plan assets |
|
|
8.75 |
% |
|
|
8.75 |
% |
|
|
9.0 |
% |
123
At December 31, 2007, the benefits related to the Companys qualified and nonqualified pension
plans expected to be paid in each of the next five years and in the aggregate for the five fiscal
years thereafter are as follows:
|
|
|
|
|
(in Millions) |
|
|
|
|
2008 |
|
$ |
189 |
|
2009 |
|
|
194 |
|
2010 |
|
|
200 |
|
2011 |
|
|
204 |
|
2012 |
|
|
212 |
|
2013 - 2017 |
|
|
1,179 |
|
|
|
|
|
Total |
|
$ |
2,178 |
|
|
|
|
|
The Company employs a consistent formal process in determining the long-term rate of return for
various asset classes. Management reviews historic financial market risks and returns and long-term
historic relationships between the asset classes of equities, fixed income and other assets,
consistent with the widely accepted capital market principle that asset classes with higher
volatility generate a greater return over the long-term. Current market factors such as inflation,
interest rates, asset class risks and asset class returns are evaluated and considered before
long-term capital market assumptions are determined. The long-term portfolio return is also
established employing a consistent formal process, with due consideration of diversification,
active investment management and rebalancing. Peer data is reviewed to check for reasonableness.
The Company employs a total return investment approach whereby a mix of equities, fixed income and
other investments are used to maximize the long-term return on plan assets consistent with prudent
levels of risk. The intent of this strategy is to minimize plan expenses over the long-term. Risk
tolerance is established through consideration of future plan cash flows, plan funded status, and
corporate financial considerations. The investment portfolio contains a diversified blend of
equity, fixed income and other investments. Furthermore, equity investments are diversified across
U.S. and non-U.S. stocks, growth and value investment styles, and large and small market
capitalizations. Other assets such as private equity and absolute return funds are used judiciously
to enhance long-term returns while improving portfolio diversification. Derivatives may be
utilized in a risk controlled manner, to potentially increase the portfolio beyond the market value
of invested assets and reduce portfolio investment risk. Investment risk is measured and monitored
on an ongoing basis through annual liability measurements, periodic asset/liability studies, and
quarterly investment portfolio reviews.
The Companys plans weighted-average asset allocations by asset category at December 31 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
Equity securities |
|
|
66 |
% |
|
|
68 |
% |
Debt securities |
|
|
19 |
|
|
|
23 |
|
Other |
|
|
15 |
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
124
The Companys plans weighted-average asset target allocations by asset category at December 31,
2007 were as follows:
|
|
|
|
|
Equity securities |
|
|
55 |
% |
Debt securities |
|
|
20 |
|
Other |
|
|
25 |
|
|
|
|
|
|
|
|
|
100 |
% |
|
|
|
|
|
The Company also sponsors defined contribution retirement savings plans. Participation in one of
these plans is available to substantially all represented and non-represented employees. The
Company matches employee contributions up to certain predefined limits based upon eligible
compensation, the employees contribution rate and, in some cases, years of credited service. The
cost of these plans was $29 million in each of the years 2007, 2006, and 2005.
Other Postretirement Benefits
The Company provides certain postretirement health care and life insurance benefits for employees
who are eligible for these benefits. The Companys policy is to fund certain trusts to meet its
postretirement benefit obligations. Separate qualified Voluntary Employees Beneficiary Association
(VEBA) trusts exist for represented and non-represented employees. In December 2007, the Company
made cash contributions of $76 million to its postretirement benefit plans. In January 2008, the
Company made cash contributions of $40 million to its postretirement benefit plans. At the
discretion of management, the Company may make up to a $116 million contribution to its VEBA trusts
in 2008.
Net postretirement cost includes the following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Service cost |
|
$ |
62 |
|
|
$ |
59 |
|
|
$ |
55 |
|
Interest cost |
|
|
118 |
|
|
|
115 |
|
|
|
105 |
|
Expected return on plan assets |
|
|
(67 |
) |
|
|
(61 |
) |
|
|
(70 |
) |
Amortization of |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
69 |
|
|
|
72 |
|
|
|
60 |
|
Prior service (credit) |
|
|
(3 |
) |
|
|
(3 |
) |
|
|
(2 |
) |
Net transition obligation |
|
|
7 |
|
|
|
7 |
|
|
|
7 |
|
Special termination benefits |
|
|
2 |
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net postretirement cost |
|
$ |
188 |
|
|
$ |
197 |
|
|
$ |
155 |
|
|
|
|
|
|
|
|
|
|
|
Special termination benefits in the above tables represent costs associated with our Performance
Excellence Process.
Retrospective application of the changes required by SFAS No. 158 is prohibited; therefore certain
disclosures below are not comparable.
125
|
|
|
|
|
|
|
|
|
(in Millions) |
|
2007 |
|
|
2006 |
|
Other
changes in plan assets and APBO recognized in other
comprehensive income and regulatory assets |
|
|
|
|
|
|
|
|
Net actuarial (gain) |
|
$ |
(299 |
) |
|
$ |
N/A |
|
Amortization of net actuarial (gain) |
|
|
(69 |
) |
|
|
N/A |
|
Prior service (credit) |
|
|
(55 |
) |
|
|
N/A |
|
Amortization of prior service cost |
|
|
2 |
|
|
|
N/A |
|
Amortization of transition (asset) |
|
|
(6 |
) |
|
|
N/A |
|
|
|
|
|
|
|
|
Total recognized in other comprehensive income and regulatory assets |
|
$ |
(427 |
) |
|
$ |
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recognized in net periodic pension cost, other comprehensive
income and regulatory assets |
|
$ |
(239 |
) |
|
$ |
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated amounts to be amortized from accumulated other
comprehensive income and regulatory assets into net periodic
benefit cost during next fiscal year |
|
|
|
|
|
|
|
|
Net actuarial loss |
|
$ |
38 |
|
|
$ |
66 |
|
Prior service (credit) |
|
$ |
(6 |
) |
|
$ |
(2 |
) |
Net transition obligation |
|
$ |
2 |
|
|
$ |
7 |
|
The above
table represents disclosure required by SFAS No. 158 beginning in 2007.
126
The following table reconciles the obligations, assets and funded status of the plans including
amounts recorded as accrued postretirement cost in the Consolidated Statement of Financial Position
at December 31:
|
|
|
|
|
|
|
|
|
(in Millions) |
|
2007 |
|
|
2006 |
|
Change in accumulated postretirement benefit obligation |
|
|
|
|
|
|
|
|
Accumulated postretirement benefit obligation, beginning of year |
|
$ |
2,184 |
|
|
$ |
1,991 |
|
Service cost |
|
|
62 |
|
|
|
59 |
|
Interest cost |
|
|
118 |
|
|
|
115 |
|
Actuarial (gain) loss |
|
|
(297 |
) |
|
|
101 |
|
Plan amendments |
|
|
(55 |
) |
|
|
2 |
|
Medicare Part D subsidy |
|
|
7 |
|
|
|
1 |
|
Special termination benefits |
|
|
2 |
|
|
|
8 |
|
Benefits paid |
|
|
(99 |
) |
|
|
(93 |
) |
|
|
|
|
|
|
|
Accumulated postretirement benefit obligation, end of year |
|
$ |
1,922 |
|
|
$ |
2,184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in plan assets |
|
|
|
|
|
|
|
|
Plan assets at fair value, beginning of year |
|
$ |
794 |
|
|
$ |
713 |
|
Actual return on plan assets |
|
|
69 |
|
|
|
86 |
|
Company contributions |
|
|
56 |
|
|
|
60 |
|
Benefits paid |
|
|
(84 |
) |
|
|
(65 |
) |
|
|
|
|
|
|
|
Plan assets at fair value, end of year |
|
$ |
835 |
|
|
$ |
794 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded status of the plans, as of November 30 |
|
$ |
(1,087 |
) |
|
$ |
(1,390 |
) |
December adjustment |
|
|
(7 |
) |
|
|
(24 |
) |
|
|
|
|
|
|
|
Funded status, as of December 31 |
|
$ |
(1,094 |
) |
|
$ |
(1,414 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncurrent liabilities |
|
$ |
(1,094 |
) |
|
$ |
(1,414 |
) |
|
|
|
|
|
|
|
|
|
Amounts recognized in accumulated other comprehensive loss, pre-tax |
|
|
|
|
|
|
|
|
Net actuarial loss |
|
$ |
75 |
|
|
$ |
85 |
|
Prior service (credit) |
|
$ |
(48 |
) |
|
$ |
(44 |
) |
Net transition (asset) |
|
$ |
(18 |
) |
|
$ |
(35 |
) |
Amounts recognized in regulatory assets |
|
|
|
|
|
|
|
|
Net actuarial loss |
|
$ |
458 |
|
|
$ |
816 |
|
Prior service cost |
|
$ |
9 |
|
|
$ |
36 |
|
Net transition obligation |
|
$ |
29 |
|
|
$ |
74 |
|
Assumptions used in determining the projected benefit obligation and net benefit costs are listed
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
2005 |
Projected benefit obligation |
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate |
|
|
6.50 |
% |
|
|
5.70 |
% |
|
|
5.90 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net benefit costs |
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate |
|
|
5.70 |
% |
|
|
5.90 |
% |
|
|
6.00 |
% |
Expected
long-term rate of return on plan assets |
|
|
8.75 |
% |
|
|
8.75 |
% |
|
|
9.00 |
% |
Health care trend rate pre-65 |
|
|
8.00 |
% |
|
|
9.00 |
% |
|
|
9.00 |
% |
Health care trend rate post-65 |
|
|
7.00 |
% |
|
|
8.00 |
% |
|
|
8.00 |
% |
Ultimate health care trend rate |
|
|
5.00 |
% |
|
|
5.00 |
% |
|
|
5.00 |
% |
Year in which ultimate reached |
|
|
2011 |
|
|
|
2011 |
|
|
|
2011 |
|
127
A one-percentage-point increase in health care cost trend rates would have increased the total
service cost and interest cost components of benefit costs by $27 million and increased the
accumulated benefit
obligation by $227 million at December 31, 2007. A one-percentage-point decrease in the health
care cost trend rates would have decreased the total service and interest cost components of
benefit costs by $24 million and would have decreased the accumulated benefit obligation by $217
million at December 31, 2007.
At December 31, 2007, the benefits expected to be paid, including prescription drug benefits, in
each of the next five years and in the aggregate for the five fiscal years thereafter are as
follows:
|
|
|
|
|
(in Millions) |
|
|
|
|
2008 |
|
$ |
121 |
|
2009 |
|
|
130 |
|
2010 |
|
|
135 |
|
2011 |
|
|
141 |
|
2012 |
|
|
145 |
|
2013 - 2017 |
|
|
780 |
|
|
|
|
|
Total |
|
$ |
1,452 |
|
|
|
|
|
The process used in determining the long-term rate of return for assets and the investment approach
for the Companys other postretirement benefits plans is similar to those previously described for
its qualified pension plans.
The Companys plans weighted-average asset allocations by asset category at December 31 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
Equity securities |
|
|
68 |
% |
|
|
68 |
% |
Debt securities |
|
|
20 |
|
|
|
25 |
|
Other |
|
|
12 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
The Companys plans weighted-average asset target allocations by asset category at December 31,
2007 were as follows:
|
|
|
|
|
Equity securities |
|
|
55 |
% |
Debt securities |
|
|
20 |
|
Other |
|
|
25 |
|
|
|
|
|
|
|
|
|
100 |
% |
|
|
|
|
|
In December 2003, the Medicare Act was signed into law which provides for a non-taxable federal
subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least
actuarially equivalent to the benefit established by law. The effects of the subsidy reduced net
periodic postretirement benefit costs by $16 million in 2007, $17 million in 2006, and $20 million
in 2005.
128
At December 31, 2007, the gross amount of federal subsidies expected to be received in each of the
next five years and in the aggregate for the five fiscal years thereafter was as follows:
|
|
|
|
|
(in Millions) |
|
|
|
|
2008 |
|
$ |
5 |
|
2009 |
|
|
5 |
|
2010 |
|
|
5 |
|
2011 |
|
|
6 |
|
2012 |
|
|
6 |
|
2013 - 2017 |
|
|
34 |
|
|
|
|
|
Total |
|
$ |
61 |
|
|
|
|
|
Grantor Trust
MichCon maintains a Grantor Trust that invests in life insurance contracts and income securities.
Employees and retirees have no right, title or interest in the assets of the Grantor Trust, and
MichCon can revoke the trust subject to providing the MPSC with prior notification. The Company
accounts for its investment at fair value with unrealized gains and losses recorded to earnings.
NOTE 18 STOCK-BASED COMPENSATION
The DTE Energy Stock Incentive Plan permits the grant of incentive stock options, non-qualifying
stock options, stock awards, performance shares and performance units. Participants in the plan
include the Companys employees and members of its Board of Directors. In 2006, the Company
adopted a new Long-Term Incentive Program (LTIP).
The following are the key points of the LTIP:
|
|
|
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. |
Effective January 1, 2006, the Company adopted SFAS No. 123(R), Share-Based Payment, using the
modified prospective transition method. Under this method, the Company records compensation expense
at fair value over the vesting period for all awards it grants after the date it adopted the
standard. In addition, the Company is required to record compensation expense at fair value (as
previous awards continue to vest) for the unvested portion of previously granted stock option
awards that were outstanding as of the date of adoption. Pre-adoption grants of stock awards and
performance shares will continue to be expensed. DTE Energy did not make the one-time election to
adopt the alternative transition method described in FSP SFAS No. 123(R)-3, Transition Election Related
to Accounting for the Tax Effect of Share-Based Payment Awards, but has chosen instead to follow
the original guidance provided by SFAS No. 123(R) in accounting for the tax effects of stock
based compensation awards.
Stock-based compensation for the reporting periods is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
2007 |
|
2006 |
|
2005 |
Stock-based compensation expense |
|
$ |
28 |
|
|
$ |
24 |
|
|
$ |
13 |
|
Tax benefit of compensation expense |
|
$ |
10 |
|
|
$ |
8 |
|
|
$ |
5 |
|
129
The
cumulative effect of the adoption of SFAS No. 123(R) in 2006 was an increase in net income of $1
million as a result of estimating forfeitures for previously granted stock awards and performance
shares.
The Company has not restated any prior periods as a result of the
adoption of SFAS No. 123(R). The
Company generally purchases shares on the open market for options that are exercised or it may
settle in cash other stock-based compensation.
Options
Options are exercisable according to the terms of the individual stock option award agreements and
expire 10 years after the date of the grant. The option exercise price equals the fair value of
the stock on the date that the option was granted. Stock options granted vest ratably over a
three-year period.
Stock option activity was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
|
|
|
|
|
|
Weighted |
|
|
Aggregate |
|
|
|
Number of |
|
|
Average |
|
|
Intrinsic |
|
|
|
Options |
|
|
Exercise Price |
|
|
Value |
|
Options outstanding at
January 1, 2007 |
|
|
5,667,197 |
|
|
$ |
41.60 |
|
|
|
|
|
Granted |
|
|
419,400 |
|
|
$ |
47.57 |
|
|
|
|
|
Exercised |
|
|
(1,654,148 |
) |
|
$ |
41.07 |
|
|
|
|
|
Forfeited or expired |
|
|
(37,640 |
) |
|
$ |
43.45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at
December 31, 2007 |
|
|
4,394,809 |
|
|
$ |
42.37 |
|
|
$ |
26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at
December 31, 2007 |
|
|
3,306,313 |
|
|
$ |
41.36 |
|
|
$ |
23 |
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2007, the weighted average remaining contractual life for the exercisable shares
is 4.91 years. As of December 31, 2007, 1,088,496 options
were non-vested. During 2007, 874,984
options vested.
The weighted average grant date fair value of options granted during 2007, 2006, and 2005 was
$6.46, $6.12, and $5.89, respectively. The intrinsic value of options exercised for the years
ended December 31, 2007, 2006 and 2005 was $16 million, $6 million, and $8 million, respectively.
Total option expense recognized during 2007 and 2006 was $4 million and $6 million, respectively.
The number, weighted average exercise price and weighted average remaining contractual life of
options outstanding were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
Average |
|
|
Range of |
|
Number of |
|
Average |
|
Remaining |
|
|
Exercise Prices |
|
Options |
|
Exercise Price |
|
Contractual Life (years) |
|
|
$ |
27.00 - $38.00 |
|
|
|
188,531 |
|
|
$ |
30.89 |
|
|
|
1.88 |
|
|
|
$ |
38.01 - $42.00 |
|
|
|
1,997,431 |
|
|
$ |
40.64 |
|
|
|
4.83 |
|
|
|
$ |
42.01 - $45.00 |
|
|
|
1,446,534 |
|
|
$ |
43.91 |
|
|
|
7.00 |
|
|
|
$ |
45.01 - $50.00 |
|
|
|
762,313 |
|
|
$ |
46.77 |
|
|
|
6.72 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,394,809 |
|
|
$ |
42.37 |
|
|
|
5.74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
130
The Company determined the fair value for these options at the date of grant using a Black-Scholes
based option pricing model and the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
December 31 |
|
December 31 |
|
|
2007 |
|
2006 |
|
2005 |
Risk-free interest rate |
|
|
4.71 |
% |
|
|
4.58 |
% |
|
|
3.93 |
% |
Dividend yield |
|
|
4.38 |
% |
|
|
4.75 |
% |
|
|
4.60 |
% |
Expected volatility |
|
|
17.99 |
% |
|
|
19.79 |
% |
|
|
19.56 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected life |
|
6 years |
|
|
6 years |
|
|
6 years |
|
In
connection with the adoption of SFAS No. 123(R), the Company reviewed and updated its forfeiture,
expected term and volatility assumptions. The Company modified option volatility to include
both historical and implied share-price volatility. Implied volatility is derived from exchange
traded options on DTE Energy common stock. The Companys expected life estimate is based on
industry standards.
Pro forma information for the period ended December 31, 2005 is provided to show what the Companys
net income and earnings per share would have been if compensation costs had been determined as
prescribed by SFAS No. 123(R):
|
|
|
|
|
|
|
December 31 |
|
(in Millions, except per share amounts) |
|
2005 |
|
Net income as reported |
|
$ |
537 |
|
Less: total stock-based expense |
|
|
(4 |
) |
|
|
|
|
Pro forma net income |
|
$ |
533 |
|
|
|
|
|
|
|
|
|
|
Earnings per share |
|
|
|
|
Basic as reported |
|
$ |
3.07 |
|
|
|
|
|
Basic pro forma |
|
$ |
3.05 |
|
|
|
|
|
|
|
|
|
|
Diluted as reported |
|
$ |
3.05 |
|
|
|
|
|
Diluted pro forma |
|
$ |
3.03 |
|
|
|
|
|
Stock Awards
Stock awards granted under the plan are restricted for varying periods, which are generally for
three years. Participants have all rights of a shareholder with respect to a stock award, including
the right to receive dividends and vote the shares. Prior to vesting in stock awards, the
participant: (i) may not sell, transfer, pledge, exchange or otherwise dispose of shares; (ii)
shall not retain custody of the share certificates; and (iii) will deliver to the Company a stock
power with respect to each stock award.
The stock awards are recorded at cost that approximates fair value on the date of grant. The cost
is amortized to compensation expense over the vesting period.
131
Stock award activity for the periods ended December 31 was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
2005 |
Fair value of awards vested (in Millions) |
|
$ |
10 |
|
|
$ |
5 |
|
|
$ |
4 |
|
Restricted common shares awarded |
|
|
620,125 |
|
|
|
282,555 |
|
|
|
288,360 |
|
Weighted average market price of shares awarded |
|
$ |
49.48 |
|
|
$ |
43.64 |
|
|
$ |
44.95 |
|
Compensation cost charged against income (in Millions) |
|
$ |
16 |
|
|
$ |
10 |
|
|
$ |
8 |
|
The following table summarizes the Companys stock awards activity for the period ended December
31, 2007:
|
|
|
|
|
|
|
|
|
|
|
Restricted |
|
Weighted Average Grant Date |
|
|
Stock |
|
Fair Value |
Balance at January 1, 2007 |
|
|
666,136 |
|
|
$ |
43.20 |
|
Grants |
|
|
620,125 |
|
|
$ |
49.48 |
|
Forfeitures |
|
|
(62,139 |
) |
|
$ |
46.55 |
|
Vested |
|
|
(239,812 |
) |
|
$ |
41.53 |
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2007 |
|
|
984,310 |
|
|
$ |
47.36 |
|
|
|
|
|
|
|
|
|
|
Performance Share Awards
Performance shares awarded under the plan are for a specified number of shares of common stock that
entitle the holder to receive a cash payment, shares of common stock or a combination thereof. The
final value of the award is determined by the achievement of certain performance objectives and
market conditions. The awards vest at the end of a specified period, usually three years. The
Company accounts for performance share awards by accruing compensation expense over the vesting
period based on: (i) the number of shares expected to be paid which is based on the probable
achievement of performance objectives; and (ii) the grant date fair value of the shares.
The Company recorded compensation expense as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
2007 |
|
2006 |
|
2005 |
Compensation expense |
|
$ |
7 |
|
|
$ |
8 |
|
|
$ |
5 |
|
Cash settlements (1) |
|
$ |
5 |
|
|
$ |
4 |
|
|
$ |
5 |
|
(1) Approximates the intrinsic value of the liability.
During the vesting period, the recipient of a performance share award has no shareholder rights.
However, recipients will be paid an amount equal to the dividend equivalent on such shares.
Performance share awards are nontransferable and are subject to risk of forfeiture.
132
The following table summarizes the Companys performance share activity for the period ended
December 31, 2007:
|
|
|
|
|
|
|
Performance Shares |
Balance at January 1, 2007 |
|
|
1,035,696 |
|
Grants |
|
|
489,765 |
|
Forfeitures |
|
|
(84,043 |
) |
Payouts |
|
|
(267,265 |
) |
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2007 |
|
|
1,174,153 |
|
|
|
|
|
|
Unrecognized Compensation Costs
As of December 31, 2007, there was $37 million of total unrecognized compensation cost related to
non-vested stock incentive plan arrangements. That cost is expected to be recognized over a
weighted-average period of 1.28 years.
|
|
|
|
|
|
|
|
|
|
|
(In Millions) |
|
|
|
|
|
|
Unrecognized |
|
|
|
|
|
|
Compensation |
|
|
(in years) |
|
|
|
Cost |
|
|
Weighted Average to be Recognized |
|
Stock awards |
|
$ |
22 |
|
|
|
1.16 |
|
Performance shares |
|
|
13 |
|
|
|
1.48 |
|
Options |
|
|
2 |
|
|
|
1.26 |
|
|
|
|
|
|
|
|
|
|
|
$ |
37 |
|
|
|
1.28 |
|
|
|
|
|
|
|
|
|
The tax benefit realized for tax deductions related to the Companys stock incentive plan totaled
$10 million for the period ended December 31, 2007. Approximately $1.4 million, $1.6 million, and
$1 million of compensation cost was capitalized as part of fixed assets during 2007, 2006, and
2005, respectively.
NOTE 19 SEGMENT AND RELATED INFORMATION
The Synthetic Fuel business had been shown as a non-utility segment through the third quarter of
2007. Due to the expiration of synfuel production tax credits at the end of 2007, the Synthetic
Fuel business ceased operations and has been classified as a discontinued operation as of December
31, 2007.
Based on the following structure, the Company sets strategic goals, allocates resources and
evaluates performance:
Electric Utility
|
|
|
Consists of Detroit Edison, the companys electric utility whose operations include the
power generation and electric distribution facilities that service approximately 2.2
million residential, commercial and industrial customers throughout southeastern Michigan. |
Gas Utility
|
|
|
Consists of the gas distribution services provided by MichCon, a gas utility that
purchases, stores and distributes natural gas throughout Michigan to approximately 1.3
million residential, commercial and industrial customers and Citizens Gas Fuel Company, a
gas utility that distributes natural gas to approximately 17,000 customers in Adrian,
Michigan. |
133
Non-Utility Operations
|
|
|
Coal and Gas Midstream, primarily consisting of coal transportation and marketing, and
gas pipelines, processing and storage; |
|
|
|
|
Unconventional Gas Production, primarily consisting of unconventional gas project
development and production; |
|
|
|
|
Power and Industrial Projects, consisting of projects that deliver energy and
utility-type products and services to industrial, commercial and institutional customers,
and biomass energy projects; and |
|
|
|
|
Energy Trading, primarily consisting of energy marketing and trading operations. |
Corporate & Other, primarily consisting of corporate staff functions that are fully allocated to
the various segments based on services utilized. Additionally, Corporate & Other holds certain
non-utility debt and energy-related investments.
The income tax provisions or benefits of DTE Energys subsidiaries are determined on an individual
company basis and recognize the tax benefit of production tax credits and net operating losses.
The subsidiaries record income tax payable to or receivable from DTE Energy resulting from the
inclusion of its taxable income or loss in DTE Energys consolidated federal tax return.
Inter-segment billing for goods and services exchanged between segments is based upon tariffed or
market-based prices of the provider and primarily consists of power sales, gas sales and coal
transportation services in the following segments:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Electric Utility |
|
$ |
36 |
|
|
$ |
59 |
|
|
$ |
207 |
|
Gas Utility |
|
|
5 |
|
|
|
16 |
|
|
|
13 |
|
Coal and Gas Midstream |
|
|
191 |
|
|
|
180 |
|
|
|
152 |
|
Unconventional Gas Production |
|
|
64 |
|
|
|
134 |
|
|
|
154 |
|
Power and Industrial Projects |
|
|
23 |
|
|
|
6 |
|
|
|
6 |
|
Energy Trading |
|
|
7 |
|
|
|
75 |
|
|
|
116 |
|
Corporate & Other |
|
|
(35 |
) |
|
|
7 |
|
|
|
54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
291 |
|
|
$ |
477 |
|
|
$ |
702 |
|
|
|
|
|
|
|
|
|
|
|
134
Financial data of the business segments follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating |
|
Depletion & |
|
Interest |
|
Interest |
|
Income |
|
Net |
|
Total |
|
|
|
|
|
Capital |
(in Millions) |
|
Revenue |
|
Amortization |
|
Income |
|
Expense |
|
Taxes |
|
Income |
|
Assets |
|
Goodwill |
|
Expenditures |
|
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electric Utility |
|
$ |
4,900 |
|
|
$ |
764 |
|
$ |
|
(7 |
) |
|
$ |
294 |
|
|
$ |
149 |
|
|
$ |
317 |
|
|
$ |
14,854 |
|
|
$ |
1,206 |
|
|
$ |
809 |
|
Gas Utility |
|
|
1,875 |
|
|
|
93 |
|
|
|
(10 |
) |
|
|
61 |
|
|
|
23 |
|
|
|
70 |
|
|
|
3,266 |
|
|
|
772 |
|
|
|
226 |
|
Non-utility Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coal and Gas Midstream |
|
|
837 |
|
|
|
8 |
|
|
|
(2 |
) |
|
|
14 |
|
|
|
30 |
|
|
|
53 |
|
|
|
540 |
|
|
|
13 |
|
|
|
53 |
|
Unconventional Gas Production (1) |
|
|
(228 |
) |
|
|
22 |
|
|
|
|
|
|
|
13 |
|
|
|
(117 |
) |
|
|
(217 |
) |
|
|
355 |
|
|
|
2 |
|
|
|
161 |
|
Power and Industrial Projects |
|
|
473 |
|
|
|
39 |
|
|
|
(9 |
) |
|
|
25 |
|
|
|
(5 |
) |
|
|
30 |
|
|
|
471 |
|
|
|
27 |
|
|
|
48 |
|
Energy Trading |
|
|
955 |
|
|
|
5 |
|
|
|
(5 |
) |
|
|
11 |
|
|
|
17 |
|
|
|
32 |
|
|
|
1,125 |
|
|
|
17 |
|
|
|
2 |
|
|
|
|
|
|
|
2,037 |
|
|
|
74 |
|
|
|
(16 |
) |
|
|
63 |
|
|
|
(75 |
) |
|
|
(102 |
) |
|
|
2,491 |
|
|
|
59 |
|
|
|
264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate & Other (1) |
|
|
(15 |
) |
|
|
1 |
|
|
|
(51 |
) |
|
|
174 |
|
|
|
267 |
|
|
|
502 |
|
|
|
2,369 |
|
|
|
|
|
|
|
|
|
Reconciliation and Eliminations |
|
|
(291 |
) |
|
|
|
|
|
|
59 |
|
|
|
(59 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from Continuing Operations |
|
$ |
8,506 |
|
|
$ |
932 |
|
$ |
|
(25 |
) |
|
$ |
533 |
|
|
$ |
364 |
|
|
|
787 |
|
|
|
22,980 |
|
|
|
2,037 |
|
|
|
1,299 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued Operations (Note 3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
205 |
|
|
|
774 |
|
|
|
|
|
|
|
|
|
Reconciliation and Eliminations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(21 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from Discontinued Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
184 |
|
|
|
774 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
971 |
|
|
$ |
23,754 |
|
|
$ |
2,037 |
|
|
$ |
1,299 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
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. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating |
|
Depletion & |
|
Interest |
|
Interest |
|
Income |
|
Net |
|
Total |
|
|
|
|
|
Capital |
(in Millions) |
|
Revenue |
|
Amortization |
|
Income |
|
Expense |
|
Taxes |
|
Income |
|
Assets |
|
Goodwill |
|
Expenditures |
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electric Utility |
|
$ |
4,737 |
|
|
$ |
809 |
|
|
$ |
(4 |
) |
|
$ |
278 |
|
|
$ |
161 |
|
|
$ |
325 |
|
|
$ |
14,540 |
|
|
$ |
1,206 |
|
|
$ |
972 |
|
Gas Utility |
|
|
1,849 |
|
|
|
94 |
|
|
|
(9 |
) |
|
|
67 |
|
|
|
11 |
|
|
|
50 |
|
|
|
3,123 |
|
|
|
773 |
|
|
|
155 |
|
Non-utility Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coal and Gas Midstream |
|
|
707 |
|
|
|
4 |
|
|
|
(3 |
) |
|
|
10 |
|
|
|
28 |
|
|
|
50 |
|
|
|
435 |
|
|
|
13 |
|
|
|
53 |
|
Unconventional Gas Production |
|
|
99 |
|
|
|
27 |
|
|
|
|
|
|
|
13 |
|
|
|
5 |
|
|
|
9 |
|
|
|
611 |
|
|
|
8 |
|
|
|
186 |
|
Power and Industrial Projects |
|
|
409 |
|
|
|
48 |
|
|
|
(8 |
) |
|
|
29 |
|
|
|
(56 |
) |
|
|
(80 |
) |
|
|
864 |
|
|
|
36 |
|
|
|
35 |
|
Energy Trading |
|
|
830 |
|
|
|
6 |
|
|
|
(12 |
) |
|
|
15 |
|
|
|
49 |
|
|
|
96 |
|
|
|
1,220 |
|
|
|
17 |
|
|
|
2 |
|
|
|
|
|
|
|
2,045 |
|
|
|
85 |
|
|
|
(23 |
) |
|
|
67 |
|
|
|
26 |
|
|
|
75 |
|
|
|
3,130 |
|
|
|
74 |
|
|
|
276 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate & Other |
|
|
5 |
|
|
|
2 |
|
|
|
(52 |
) |
|
|
174 |
|
|
|
(52 |
) |
|
|
(61 |
) |
|
|
2,307 |
|
|
|
|
|
|
|
|
|
Reconciliation and Eliminations |
|
|
(477 |
) |
|
|
|
|
|
|
62 |
|
|
|
(61 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from Continuing Operations |
|
$ |
8,159 |
|
|
$ |
990 |
|
|
$ |
(26 |
) |
|
$ |
525 |
|
|
$ |
146 |
|
|
|
389 |
|
|
|
23,100 |
|
|
|
2,053 |
|
|
|
1,403 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued Operations (Note 3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43 |
|
|
|
685 |
|
|
|
4 |
|
|
|
|
|
Cumulative Effect of Accounting
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
433 |
|
|
$ |
23,785 |
|
|
$ |
2,057 |
|
|
$ |
1,403 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating |
|
Depletion & |
|
Interest |
|
Interest |
|
Income |
|
Net |
|
Total |
|
|
|
|
|
Capital |
(in Millions) |
|
Revenue |
|
Amortization |
|
Income |
|
Expense |
|
Taxes |
|
Income |
|
Assets |
|
Goodwill |
|
Expenditures |
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electric Utility |
|
$ |
4,462 |
|
|
$ |
640 |
|
|
$ |
(3 |
) |
|
$ |
267 |
|
|
$ |
149 |
|
|
$ |
277 |
|
|
$ |
13,112 |
|
|
$ |
1,207 |
|
|
$ |
722 |
|
Gas Utility |
|
|
2,138 |
|
|
|
95 |
|
|
|
(10 |
) |
|
|
58 |
|
|
|
(2 |
) |
|
|
37 |
|
|
|
3,101 |
|
|
|
772 |
|
|
|
128 |
|
Non-utility Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coal and Gas Midstream |
|
|
707 |
|
|
|
3 |
|
|
|
(3 |
) |
|
|
4 |
|
|
|
22 |
|
|
|
45 |
|
|
|
373 |
|
|
|
12 |
|
|
|
28 |
|
Unconventional Gas Production |
|
|
74 |
|
|
|
20 |
|
|
|
|
|
|
|
8 |
|
|
|
1 |
|
|
|
4 |
|
|
|
434 |
|
|
|
8 |
|
|
|
144 |
|
Power and Industrial Projects |
|
|
428 |
|
|
|
48 |
|
|
|
(5 |
) |
|
|
20 |
|
|
|
(7 |
) |
|
|
4 |
|
|
|
1,043 |
|
|
|
37 |
|
|
|
29 |
|
Energy Trading |
|
|
977 |
|
|
|
4 |
|
|
|
(3 |
) |
|
|
17 |
|
|
|
(23 |
) |
|
|
(43 |
) |
|
|
1,834 |
|
|
|
17 |
|
|
|
8 |
|
|
|
|
|
|
|
2,186 |
|
|
|
75 |
|
|
|
(11 |
) |
|
|
49 |
|
|
|
(7 |
) |
|
|
10 |
|
|
|
3,684 |
|
|
|
74 |
|
|
|
209 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate & Other |
|
|
10 |
|
|
|
|
|
|
|
(40 |
) |
|
|
187 |
|
|
|
(34 |
) |
|
|
(52 |
) |
|
|
2,358 |
|
|
|
|
|
|
|
4 |
|
Reconciliation and Eliminations |
|
|
(702 |
) |
|
|
|
|
|
|
42 |
|
|
|
(43 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from Continuing Operations |
|
$ |
8,094 |
|
|
$ |
810 |
|
|
$ |
(22 |
) |
|
$ |
518 |
|
|
$ |
106 |
|
|
|
272 |
|
|
|
22,255 |
|
|
|
2,053 |
|
|
|
1,063 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued Operations (Note 3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
268 |
|
|
|
1,080 |
|
|
|
4 |
|
|
|
2 |
|
Cumulative Effect of Accounting
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
537 |
|
|
$ |
23,335 |
|
|
$ |
2,057 |
|
|
$ |
1,065 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
136
NOTE 20 SUPPLEMENTARY QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Quarterly earnings per share may not total for the years, since quarterly computations are based on
weighted average common shares outstanding during each quarter. Synthetic Fuels was reported as a
discontinued operation beginning in the fourth quarter of 2007, resulting in the adjustment of
prior quarterly results. See Note 3.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First |
|
|
Second |
|
|
Third |
|
|
Fourth |
|
|
|
|
(in Millions, except per share amounts) |
|
Quarter |
|
|
Quarter(1) |
|
|
Quarter |
|
|
Quarter(2) |
|
|
Year |
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Revenues |
|
$ |
2,463 |
|
|
$ |
1,692 |
|
|
$ |
2,140 |
|
|
$ |
2,211 |
|
|
$ |
8,506 |
|
Operating Income |
|
$ |
270 |
|
|
$ |
736 |
|
|
$ |
298 |
|
|
$ |
331 |
|
|
$ |
1,635 |
|
Net Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From continuing operations |
|
$ |
96 |
|
|
$ |
348 |
|
|
$ |
152 |
|
|
$ |
191 |
|
|
$ |
787 |
|
Discontinued operations |
|
|
38 |
|
|
|
37 |
|
|
|
45 |
|
|
|
64 |
|
|
|
184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
134 |
|
|
$ |
385 |
|
|
$ |
197 |
|
|
$ |
255 |
|
|
$ |
971 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings per Share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From continuing operations |
|
$ |
.54 |
|
|
$ |
2.00 |
|
|
$ |
.93 |
|
|
$ |
1.17 |
|
|
$ |
4.64 |
|
Discontinued operations |
|
|
.22 |
|
|
|
.21 |
|
|
|
.27 |
|
|
|
.40 |
|
|
|
1.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
.76 |
|
|
$ |
2.21 |
|
|
$ |
1.20 |
|
|
$ |
1.57 |
|
|
$ |
5.73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings per Share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From continuing operations |
|
$ |
.54 |
|
|
$ |
1.99 |
|
|
$ |
.92 |
|
|
$ |
1.17 |
|
|
$ |
4.62 |
|
Discontinued operations |
|
|
.22 |
|
|
|
.21 |
|
|
|
.27 |
|
|
|
.39 |
|
|
|
1.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
.76 |
|
|
$ |
2.20 |
|
|
$ |
1.19 |
|
|
$ |
1.56 |
|
|
$ |
5.70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Revenues |
|
$ |
2,361 |
|
|
$ |
1,706 |
|
|
$ |
2,054 |
|
|
$ |
2,038 |
|
|
$ |
8,159 |
|
Operating Income |
|
$ |
295 |
|
|
$ |
138 |
|
|
$ |
335 |
|
|
$ |
292 |
|
|
$ |
1,060 |
|
Net Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From continuing operations |
|
$ |
115 |
|
|
$ |
2 |
|
|
$ |
146 |
|
|
$ |
126 |
|
|
$ |
389 |
|
Discontinued operations |
|
|
20 |
|
|
|
(35 |
) |
|
|
42 |
|
|
|
16 |
|
|
|
43 |
|
Cumulative effect of accounting change |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
136 |
|
|
$ |
(33 |
) |
|
$ |
188 |
|
|
$ |
142 |
|
|
$ |
433 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings (Loss) per Share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From continuing operations |
|
$ |
.64 |
|
|
$ |
.01 |
|
|
$ |
.83 |
|
|
$ |
.71 |
|
|
$ |
2.19 |
|
Discontinued operations |
|
|
.12 |
|
|
|
(.20 |
) |
|
|
.23 |
|
|
|
.09 |
|
|
|
.24 |
|
Cumulative effect of accounting change |
|
|
.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
.77 |
|
|
$ |
(.19 |
) |
|
$ |
1.06 |
|
|
$ |
.80 |
|
|
$ |
2.44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings (Loss) per Share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From continuing operations |
|
$ |
.64 |
|
|
$ |
.01 |
|
|
$ |
.83 |
|
|
$ |
.71 |
|
|
$ |
2.18 |
|
Discontinued operations |
|
|
.12 |
|
|
|
(.20 |
) |
|
|
.23 |
|
|
|
.09 |
|
|
|
.24 |
|
Cumulative effect of accounting change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
.76 |
|
|
$ |
(.19 |
) |
|
$ |
1.06 |
|
|
$ |
.80 |
|
|
$ |
2.43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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. In the second quarter of 2006,
the Company recorded impairments, reserves and deferrals of potential gains in the
synthetic fuel business. 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. |
137
|
|
|
Item 9. |
|
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure |
None.
|
|
|
Item 9A. |
|
Controls and Procedures |
See Item 8. Financial Statements and Supplementary Data for managements evaluation of disclosure
controls and procedures, its report on internal control over financial reporting, and its
conclusion on changes in internal control over financial reporting.
|
|
|
Item 9B. |
|
Other Information |
Annual Incentive Plan
On February 25, 2008, the Organization and Compensation Committee of the DTE Energy
Company (Company) Board of Directors approved 2008 performance measures and targets for
Anthony F. Earley Jr., David E. Meador, Gerard M. Anderson and Bruce D. Peterson under the
Companys Annual Incentive Plan (AIP). These named executive officers and other executives
may receive cash awards under the AIP. For 2008, the AIP has seven annual measures for
Messrs. Earley, Meador, Anderson and Peterson weighted as follows in determining the total
annual incentive award: Company earnings per share (30%), Company cash flow (30%),
customer satisfaction improvement (10%), MPSC complaint reduction improvement (10%),
safety (10%), diversity hiring minority (5%) and diversity hiring female (5%).
On February 25, 2008, the Organization and Compensation Committee also approved AIP
performance measures and targets for Robert J. Buckler, a named executive officer. For 2008,
the AIP has eight annual measures for Mr. Buckler weighted as follows in determining the total
annual incentive award: Detroit Edison net income (20%), Detroit Edison cash flow (20%),
customer satisfaction improvement (15%), MPSC complaint reduction improvement (15%),
Company earnings per share (10%), safety (10%), diversity hiring minority (5%) and diversity
hiring female (5%). Detroit Edison is a wholly owned subsidiary of the Company.
Based on market comparisons, each officer position is assigned a target award expressed as a
percentage of base salary. Targets for these officers range from 60% to 100%, including the
Chief Executive Officer. Award amounts paid to each officer are determined as follows: (1) The
executive's most recent year-end base salary is multiplied by an AIP target percentage to arrive at
the target award; (2) the overall performance payout percentage, which can range from 0% to
175%, is determined based on final results compared to threshold, target and maximum levels for
each objective; (3) the target award is then multiplied by the performance payout percentage to
arrive at the calculated award; and (4) the calculated award is then adjusted by an individual
performance modifier (assessment of an individual executive's achievements for the year), which
can range from 0% to 150%, to arrive at the final award.
For 2008, the AIP for Messrs. Earley, Meador, Anderson and Peterson has an additional
incremental component related to the "amount of monetization proceeds" measure from the 2007
AIP. Results for this measure, which comprised 10% of the target total 2007 annual incentive
award, will be recalculated based on the original 2007 incentive metrics but using a December 31,
2008 target completion date. Calculated award amounts will be reduced by the amounts paid
with respect to this measure as part of the 2007 AIP and paid as an additional component of 2008
AIP awards to these named executive officers.
Long-Term Incentive Plan
On February 25, 2008, the Organization and
Compensation Committee of the Companys Board
of Directors approved 2008 performance measures and targets for executive officers under the
DTE Energy Company 2006 Long-Term Incentive Plan (LTIP). The LTIP, which was
approved by our shareholders, rewards long-term growth and profitability by providing a vehicle
through which officers, other key employees and outside directors may receive stock-based
compensation. Stock-based compensation directly links individual performance with shareholder
interests. Based on market comparisons, each officer position is assigned a target award
expressed as a percentage of base salary. The target award may be modified by the Organization
and Compensation Committee and is then delivered in the form of restricted stock, stock options
and performance shares. Targets for these officers range from 115% to 275%, including the
Chief Executive Officer.
Performance shares: Performance shares entitle
the executive to receive a specified number of
shares, or a cash payment equal to the fair market value of the shares, or a combination thereof,
depending on the level of achievement of performance measures. The performance measurement
period for the 2008 award is January 1, 2008 through December 31, 2010. Payments earned
under the 2008 award can range from 0% to 200% of target, based upon achievement of three
corporate performance measures weighted as follows: (1) balance sheet health (20%), (2) total
shareholder return vs. total shareholder return of peer group companies (40%), and (3) business
unit specific measures (40%). For Messrs. Earley, Meador, Anderson and Peterson, the business
unit specific measure is Company earnings per share growth rate. For Mr. Buckler, the business
unit specific measure is Detroit Edisons average return on equity.
Part III
|
|
|
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 |
Information required by Part III (Items 10, 11, 12, 13 and 14) of this Form 10-K is incorporated by
reference from DTE Energys definitive Proxy Statement for its 2008 Annual Meeting of Common
Shareholders to be held May 15, 2008. The Proxy Statement will be filed with the Securities and
Exchange Commission, pursuant to Regulation 14A, not later than 120 days after the end of our
fiscal year covered by this report on Form 10-K, all of which information is hereby incorporated by
reference in, and made part of, this Form 10-K, except that the information required by Item 10
with respect to executive officers of the Registrant is included in Part I of this Report.
138
Part IV
|
|
|
Item 15. |
|
Exhibits and Financial Statement Schedules |
|
(a) |
|
The following documents are filed as part of this Annual Report on Form 10-K. |
|
(1) |
|
Consolidated financial statements. See Item 8 Financial Statements and Supplementary
Data. |
|
|
(2) |
|
Financial statement schedules. See Item 8 Financial Statements and Supplementary Data. |
|
|
(3) |
|
Exhibits. |
|
|
|
(i)
|
|
Exhibits filed herewith. |
|
|
|
10-73
|
|
First Amendment, dated February 8, 2007 to the DTE Energy Company 2006 Long-Term Incentive
Plan. |
|
|
|
10-74
|
|
Second Amendment, dated March 8, 2007 to the DTE Energy Company 2006 Long-Term Incentive
Plan. |
|
|
|
12-40
|
|
Computation of Ratio of Earnings to Fixed Charges. |
|
|
|
21-3
|
|
Subsidiaries of the Company |
|
|
|
23-20
|
|
Consent of Deloitte & Touche LLP. |
|
|
|
31-37
|
|
Chief Executive Officer Section 302 Form 10-K Certification of Periodic Report. |
|
|
|
31-38
|
|
Chief Financial Officer Section 302 Form 10-K Certification of Periodic Report. |
|
|
|
99-25
|
|
Sixteenth Amendment, dated as of July 30, 2004, to Master Trust Agreement (Master
Trust), dated as of June 30, 1994, between The Detroit Edison Company and Fidelity
Management Trust Company. |
|
|
|
99-26
|
|
Eighteenth Amendment, dated as of June 1, 2006, to Master Trust |
|
|
|
99-27
|
|
Nineteenth Amendment, dated as of July 31, 2007, to Master Trust |
|
|
|
(ii)
|
|
Exhibits incorporated herein by reference. |
|
|
|
3(a)
|
|
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). |
|
|
|
3(b)
|
|
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). |
|
|
|
3(c)
|
|
Bylaws of DTE Energy Company, as amended through February 24, 2005 (Exhibit 3.1 to Form
8-K dated February 24, 2005). |
|
|
|
4(a)
|
|
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)). |
|
|
|
4(b)
|
|
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).
(6.45% Senior Notes due 2006 and 7.05% Senior Notes due 2011). |
|
|
|
4(c)
|
|
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). |
139
|
|
|
4(d)
|
|
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). |
|
|
|
4(e)
|
|
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). |
|
|
|
4(f)
|
|
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). |
|
|
|
4(g)
|
|
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). |
|
|
|
4(h)
|
|
Trust Agreement of DTE Energy Trust III (Exhibit 4-21 to Registration Statement on Form
S-3 (File No. 333-99955). |
|
|
|
10(a)
|
|
Form of 1995 Indemnification Agreement between DTE Energy Company and its directors and
officers (Exhibit 3L (10-1) to Form 8-B dated January 2, 1996). |
|
|
|
10(b)
|
|
Form of Indemnification Agreement dated as of December 6., 2007 between DTE Energy Company
and each of Anthony F. Earley, Jr., Gerard M. Anderson, Robert J. Buckler and David E.
Meador. (Exhibit 10-1 to Form 8-K dated December 6, 2007). |
|
|
|
10(c)
|
|
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). |
|
|
|
10(d)
|
|
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). |
|
|
|
10(e)
|
|
Certain arrangements pertaining to the employment of David E. Meador with The Detroit
Edison Company, dated January 14, 1997 (Exhibit 10-5 to Form 10-K for the year ended
December 31, 1996). |
|
|
|
10(f)
|
|
Certain arrangements pertaining to the employment of Bruce D. Peterson, dated May 22, 2002
(Exhibit 10-48 to Form 10-Q for the quarter ended June 30, 2002). |
|
|
|
10(g)
|
|
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). |
|
|
|
10(h)
|
|
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). |
|
|
|
10(i)
|
|
Executive Post-Employment Income Arrangement, dated March 27, 1989, between The Detroit
Edison Company and S. Martin Taylor (Exhibit 10-22 to Form 10-Q for the quarter ended
March 31, 1998). |
|
|
|
10(j)
|
|
DTE Energy Company Annual Incentive Plan (Exhibit 10-44 to Form 10-Q for the quarter ended
March 31, 2001). |
|
|
|
10(k)
|
|
DTE Energy Company 2001 Stock Incentive Plan (Exhibit 10-43 to Form 10-Q for the quarter
ended March 31, 2001). |
|
|
|
10(l)
|
|
DTE Energy Company 2006 Long-Term Incentive Plan (Annex A to DTE Energys Definitive Proxy
Statement dated March 24, 2006). |
|
|
|
10(m)
|
|
DTE Energy Company Deferred Stock Compensation Plan for Non-Employee Directors (as amended
and restated effective as of January 1, 1999) (Exhibit 10-30 to Form 10-K for the year
ended December 31, 1998). |
140
|
|
|
10(n)
|
|
First Amendment to the DTE Energy Company Deferred Stock Compensation Plan for
Non-Employee Directors, effective January 1, 2001 (Exhibit 10-66 to Form 10-K for the year
ended December 31, 2006). |
|
|
|
10(o)
|
|
Second Amendment to the DTE Energy Company Deferred Stock Compensation Plan for
Non-Employee Directors, effective January 1, 2005 (Exhibit 10-67 to Form 10-K for the year
ended December 31, 2006). |
|
|
|
10(p)
|
|
Third Amendment to the DTE Energy Company Deferred Stock Compensation Plan for
Non-Employee Directors, effective January 1, 2006 (Exhibit 10-68 to Form 10-K for the year
ended December 31, 2006). |
|
|
|
10(q)
|
|
DTE Energy Company Retirement Plan for Non-Employee Directors Fees (as amended and
restated effective as of December 31, 1998) (Exhibit 10-31 to Form 10-K for the year ended
December 31, 1998). |
|
|
|
10(r)
|
|
DTE Energy Company Plan for Deferring the Payment of Directors Fees (as amended and
restated effective as of January 1, 1999) (Exhibit 10-29 to Form 10-K for the year ended
December 31, 1998). |
|
|
|
10(s)
|
|
DTE Energy Company Supplemental Savings Plan, effective as of December 6, 2001 (Exhibit
10-44 to Form 10-Q for the quarter ended June 30, 2002). |
|
|
|
10(t)
|
|
Amendment to the DTE Energy Company Supplemental Savings Plan (Exhibit 10-54 to Form 10-Q
for the quarter ended September 30, 2004). |
|
|
|
10(u)
|
|
DTE Energy Company Executive Deferred Compensation Plan, effective as of January 1, 2002
(Exhibit 10-45 to Form 10-Q for the quarter ended June 30, 2002). |
|
|
|
10(v)
|
|
First Amendment to the DTE Energy Company Executive Deferred Compensation Plan, effective
as of October 1, 2003, (Exhibit 10-61 to Form 10-K for the year ended December 31, 2005). |
|
|
|
10(w)
|
|
Second Amendment to the DTE Energy Company Executive Deferred Compensation Plan (Exhibit
10-55 to Form 10-Q for the quarter ended September 30, 2004). |
|
|
|
10(x)
|
|
Third Amendment to the DTE Energy Company Executive Deferred Compensation Plan, effective
December 31, 2006 (Exhibit 10-69 to Form 10-K for the year ended December 31, 2006). |
|
|
|
10(y)
|
|
DTE Energy Company Supplemental Retirement Plan, effective as of January 1, 2002 (Exhibit
10-46 to Form 10-Q for the quarter ended June 30, 2002). |
|
|
|
10(z)
|
|
First Amendment to the DTE Energy Company Supplemental Retirement Plan, effective January
1, 2002 (Exhibit 10-70 to Form 10-K for the year ended December 31, 2006). |
|
|
|
10(aa)
|
|
Amendment to the DTE Energy Company Supplemental Retirement Plan (Exhibit 10-53 to Form
10-Q for the quarter ended September 30, 2004). |
|
|
|
10(bb)
|
|
DTE Energy Company Executive Supplemental Retirement Plan, effective as of January 1, 2001
(Exhibit 10-51 to Form 10-Q for the quarter ended September 30, 2004). |
|
|
|
10(cc)
|
|
First Amendment to the DTE Energy Company Executive Supplemental Retirement Plan (Exhibit
10-52 to Form 10-Q for the quarter ended September 30, 2004). |
|
|
|
10(dd)
|
|
Second Amendment to the DTE Energy Company Executive Supplemental Retirement Plan (Exhibit
10-60 to Form 10-K for the year ended December 31, 2005). |
|
|
|
10(ee)
|
|
Third Amendment to the DTE Energy Company Executive Supplemental Retirement Plan (Exhibit
10-65 to Form 10-Q for the quarter ended September 30, 2006). |
|
|
|
10(ff)
|
|
Fourth Amendment to the DTE Energy Company Executive Supplemental Retirement Plan (Exhibit
10-72 to Form 10-Q for the quarter ended September 30, 2007). |
141
|
|
|
10(gg)
|
|
The Detroit Edison Company Supplemental Long-Term Disability Plan, dated January 27, 1997
(Exhibit 10-4 to Form 10-K for the year ended December 31, 1996). |
|
|
|
10(hh)
|
|
Description of Executive Life Insurance Plan (Exhibit 10-47 to Form 10-Q for the quarter
ended June 30, 2002). |
|
|
|
10(ii)
|
|
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). |
|
|
|
10(jj)
|
|
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). |
|
|
|
10(kk)
|
|
Form of Change-in-Control Severance Agreement, dated as of March 11, 2005, between DTE
Energy Company and each of Anthony F. Earley, Jr., Gerard M. Anderson, Robert J. Buckler,
Stephen E. Ewing and David E. Meador (Exhibit 10-56 to Form 10-K for the year ended
December 31, 2004). |
|
|
|
10(ll)
|
|
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). |
|
|
|
10(mm)
|
|
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). |
|
|
|
10(nn)
|
|
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). |
|
|
|
10(oo)
|
|
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). |
|
|
|
10(pp)
|
|
Form of Director Restricted Stock Agreement (Exhibit 10.1 to Form 8-K dated June 23, 2005). |
|
|
|
10(qq)
|
|
Form of Director Restricted Stock Agreement pursuant to the DTE Energy Company Long-Term
Incentive Plan (Exhibit 10.1 to Form 8-K dated June 29, 2006). |
|
|
|
10(rr)
|
|
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,
and David E. Meador (Exhibit 10-71 to Form 10-Q for the quarter ended September 30, 2007). |
|
|
|
99(a)
|
|
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). |
|
|
|
99(b)
|
|
First Amendment, dated as of February 1, 1995, to Master Trust (Exhibit 4-10 to
Registration No. 333-00023). |
|
|
|
99(c)
|
|
Second Amendment, dated as of February 1, 1995, to Master Trust (Exhibit 4-11 to
Registration No. 333-00023). |
|
|
|
99(d)
|
|
Third Amendment, effective January 1, 1996, to Master Trust (Exhibit 4-12 to Registration
No. 333-00023). |
|
|
|
99(e)
|
|
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). |
|
|
|
99(f)
|
|
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). |
142
|
|
|
99(g)
|
|
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). |
|
|
|
99(h)
|
|
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). |
|
|
|
99(i)
|
|
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). |
|
|
|
99(j)
|
|
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). |
|
|
|
99(k)
|
|
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). |
|
|
|
99(l)
|
|
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). |
|
|
|
99(m)
|
|
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). |
|
|
|
99(n)
|
|
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). |
|
|
|
99(o)
|
|
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). |
|
|
|
99(p)
|
|
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). |
|
|
|
(iii)
|
|
Exhibits furnished herewith. |
|
|
|
32-37
|
|
Chief Executive Officer Section 906 Form 10-K Certification of Periodic Report. |
|
|
|
32-38
|
|
Chief Financial Officer Section 906 Form 10-K Certification of Periodic Report. |
143
DTE Energy Company
Schedule II Valuation and Qualifying Accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ending December 31, |
|
(in Millions) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Allowance for Doubtful Accounts (shown as
deduction from Accounts Receivable in
the Consolidated Statement
of Financial Position) |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at Beginning of Period |
|
$ |
170 |
|
|
$ |
136 |
|
|
$ |
129 |
|
Additions: |
|
|
|
|
|
|
|
|
|
|
|
|
Charged to costs and expenses |
|
|
133 |
|
|
|
120 |
|
|
|
106 |
|
Charged to other accounts (1) |
|
|
12 |
|
|
|
7 |
|
|
|
9 |
|
Deductions (2) |
|
|
(133 |
) |
|
|
(93 |
) |
|
|
(108 |
) |
|
|
|
|
|
|
|
|
|
|
Balance At End of Period |
|
$ |
182 |
|
|
$ |
170 |
|
|
$ |
136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Collection of accounts previously written off. |
|
(2) |
|
Uncollectible accounts written off. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ending December 31, |
|
(in Millions) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Note Receivable Reserve |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at Beginning of Period |
|
$ |
65 |
|
|
$ |
|
|
|
$ |
|
|
Additions: |
|
|
|
|
|
|
|
|
|
|
|
|
Charged to costs and expenses shown as deduction in the
Consolidated Statement of Financial Position from: |
|
|
|
|
|
|
|
|
|
|
|
|
Other Current Assets |
|
|
|
|
|
|
50 |
|
|
|
|
|
Notes Receivable |
|
|
|
|
|
|
15 |
|
|
|
|
|
Deductions |
|
|
(61 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance At End of Period |
|
$ |
4 |
|
|
$ |
65 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
144
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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DTE ENERGY COMPANY |
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(Registrant) |
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Date:
March 7, 2008
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By
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/s/ ANTHONY F. EARLEY, JR. |
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Anthony F. Earley, Jr. |
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Chairman of the Board and |
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Chief Executive Officer |
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|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the date
indicated. |
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By
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/s/ ANTHONY F. EARLEY, JR.
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By
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/s/ DAVID E. MEADOR |
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Anthony F. Earley, Jr.
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David E. Meador |
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|
Chairman of the Board and
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Executive Vice President and |
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Chief Executive Officer
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|
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Chief Financial Officer |
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By
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/s/ PETER B. OLEKSIAK
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By
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/s/ JOHN E. LOBBIA |
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Peter B. Oleksiak
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John E. Lobbia, Director |
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Vice President and Controller, and |
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Chief Accounting Officer |
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By
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/s/ LILLIAN BAUDER
|
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By
|
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/s/ GAIL J. McGOVERN |
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Lillian Bauder, Director
|
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|
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Gail J. McGovern, Director |
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By
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/s/ W. FRANK FOUNTAIN
|
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By
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/s/ EUGENE A. MILLER |
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W. Frank Fountain, Director
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Eugene A. Miller, Director |
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By
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/s/ ALLAN D. GILMOUR
|
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By
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/s/ CHARLES W. PRYOR, JR. |
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Allan D. Gilmour, Director
|
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Charles W. Pryor, Jr., Director |
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By
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/s/ ALFRED R. GLANCY III
|
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By
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/s/ JOSUE ROBLES, JR. |
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Alfred R. Glancy III, Director
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Josue Robles, Jr., Director |
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By
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/s/ FRANK M. HENNESSEY
|
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By
|
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/s/ RUTH G. SHAW |
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Frank M. Hennessey, Director
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Ruth G. Shaw, Director |
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By
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/s/ JAMES H. VANDENBERGHE |
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James H. Vandenberghe, Director |
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Date: March 7, 2008 |
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145