filings.toolsDTE Energy (DTE) 10-K risk factor changes: FY2020 vs FY2019
The 2020-12-31 10-K against the 2019-12-31 one, compared heading by heading and sentence by sentence.
Item 1A7 rewritten33 added1 removed135 unchanged
All filing items2,424 rewritten1,966 added674 removed1,924 unchanged
Summary
counted, not written
- Item 1A lists 27 risk factor headings: 3 new, 1 reworded and 23 unchanged since FY2019. 0 headings from FY2019 no longer appear.
- Sentence by sentence, 1,966 added, 674 removed, 2,424 rewritten and 1,924 unchanged across 13 items that differ.
New Item 1A headings (3)
- The COVID-19 pandemic and resulting impact on business and economic conditions could negatively affect the
- Registrants' businesses and operations.
- The proposed spin-off of DTE Midstream (the "Proposed Spin-off") may not be completed on the currently contemplated timeline or terms, or at all, and may not achieve the intended benefits. The Proposed Spin-off, if completed, may also present additional risk to DTE Energy.
Removed Item 1A headings (0)
Every FY2019 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (1)
- [added: The] Renewable
[removed: portfolio standards][added: Portfolio Standard] and energy waste reduction may affect the Registrants' business and federal and state fuel standards may affect DTE Energy's non-utility investments.
A heading is new when no FY2019 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
20 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2020; struck-through words were in FY2019. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
7 rewritten, 33 added, 1 removed, 135 unchanged
*DTE Energy's non-utility businesses may not perform to its expectations.* DTE Energy relies on non-utility operations for [removed: an increasing] [added: a significant] portion of earnings.
If DTE Energy's current and contemplated non-utility [removed: investments, including the acquisition of midstream natural gas assets in December 2019,] [added: investments] do not perform at expected levels, DTE Energy could experience diminished earnings and a corresponding decline in shareholder value.
A decline in the market value of the pension and other postretirement benefit plan assets will increase the funding [removed: requirements] [added: needs] under the pension and other postretirement benefit plans if the actual asset returns do not recover these declines in the foreseeable future.
If interest rates decrease, the liabilities increase, resulting in increasing benefit expense and funding [removed: requirements.][added: needs.]
DTE Gas can experience higher than anticipated expenses from emergency repairs on its gas distribution infrastructure required as a result of [removed: weather related] [added: weather-related] issues.
[removed: *Renewable portfolio standards] [added: *The Renewable Portfolio Standard] and energy waste reduction may affect the Registrants' business and federal and state fuel standards may affect DTE Energy's non-utility investments.* The Registrants are subject to existing Michigan, and potential future, federal legislation and regulation requiring them to secure sources of renewable energy.
*A work interruption may adversely affect the Registrants.* There are several bargaining units for DTE Energy's approximately [removed: 5,300] [added: 5,200] and DTE Electric's approximately 2,800 represented employees.
Regulatory, Legislative, and Legal Risks
Operational Risks
Financial, Economic, and Market Risks
Safety and Security Risks
General and Other Risks
*The COVID-19 pandemic and resulting impact on business and economic conditions could negatively affect the*
*Registrants' businesses and operations.* The COVID-19 pandemic is currently impacting countries, communities, supply chains
and markets.
The continued spread of COVID-19 and efforts to contain the virus, such as quarantines, closures, or reduced
operations of businesses, governmental agencies and other institutions, have caused a recession, resulting in disruptions in various public, commercial, and industrial activities and have caused employee absences which interfered with certain operation and maintenance of the Registrants' facilities.
Travel bans and restrictions, quarantines, and shelter in place orders could also cause us to experience operational delays, delay the delivery of critical infrastructure and other supplies we source globally, or delay the connection of electric or gas service to new customers, and have reduced the use of electricity and gas by certain customers in the commercial and industrial segments.
Certain of our businesses have experienced lower sales volumes, and any of the foregoing circumstances could further adversely affect customer demand or revenues, impact the ability of the Registrants' suppliers, vendors or contractors to perform, or cause other unpredictable events, which could adversely affect the Registrants' businesses, results of operations or financial condition.
The continued spread of COVID-19 has also led to disruption and volatility in the financial markets, which could increase the Registrants' costs to fund capital requirements and impact the operating results of our energy trading operations.
To the extent that the Registrants' access to the capital markets is adversely affected by COVID-19, the Registrants may need to consider alternative sources of funding for our operations and for working capital, any of which could increase the Registrants' cost of capital.
The extent to which COVID-19 may impact the Registrants' liquidity, financial condition, and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information concerning the severity of COVID-19 and related variants, vaccine distribution and other actions taken to contain it or treat its impact, and the extent to which normal economic and operating conditions can resume, among others.
Our business continuity plans and insurance coverage may be insufficient to mitigate these adverse impacts to our business.
In addition, the Registrants’ may be required to suspend shut offs for certain customers which may adversely impact the Registrants’ collections process and have a negative impact on our results of operations, financial condition, and liquidity.
*The proposed spin-off of DTE Midstream (the "Proposed Spin-off") may not be completed on the currently contemplated timeline or terms, or at all, and may not achieve the intended benefits.
The Proposed Spin-off, if completed, may also present additional risk to DTE Energy.* The Proposed Spin-off is subject to conditions, including, without limitation, final DTE Energy Board of Directors approval.
Unanticipated developments or changes in market conditions may delay the Proposed Spin-off, and the Proposed Spin-off may not occur on the currently contemplated timeline or at all.
DTE Energy cannot predict with certainty when the benefits expected from the Proposed Spin-off will occur or the extent to which they will be achieved, if at all.
Furthermore, there are various uncertainties and risks relating to the process of the Proposed Spin-off that could have a negative impact on our financial condition, results of operations, and cash flows, including disruption of our operations and impairment of our relationship with regulators, key personnel, customers, and vendors.
If the Proposed Spin-off is successfully completed, DTE Energy will face new and unique risks, including having fewer assets, reduced financial resources and less diversification of revenue sources, which may adversely impact DTE Energy's financial condition, results of operations, and cash flows.
In addition, the changes in our operational and financial profile may not meet some or all of our shareholders' investment strategies, which could cause investors to sell their DTE Energy shares and otherwise decrease demand for shares of DTE Energy common stock.
Excess selling will cause the relative market price of DTE Energy common stock to decrease, and the market price of DTE Energy common stock may be subject to greater volatility following the completion of the Proposed Spin-off.
While DTE Energy does not expect its credit ratings from Standard & Poor's Rating Service, Moody's Investor Service, and Fitch Ratings Inc. to drop below investment grade as a result of completing the Proposed Spin-off, there is no assurance that we will continue to maintain such investment grade credit ratings in the future.
If a rating agency were to downgrade our rating below investment grade, our borrowing costs would increase and our funding sources could decrease.
In addition, a failure by us to maintain an investment grade rating could affect our business relationships with suppliers and operating partners.
The distribution of shares of the new midstream company ("DT Midstream") to DTE Energy shareholders in the Proposed Spin-off is expected to qualify as tax-free under Section 355 of the U.S. Internal Revenue Code.
However, if the IRS determined on audit that the distribution is taxable, both DTE Energy and our shareholders could incur significant U.S. federal income tax liabilities.
Following the Proposed Spin-off, the management and directors each of DTE Energy and DT Midstream may own common stock in both companies and Robert Skaggs, Jr., who will be a member of DT Midstream's Board, also serves on DTE Energy's Board and may be required to recuse himself from deliberations relating to arrangements between DTE Energy and DT Midstream in the future.
This ownership and directorship overlap could create, or appear to create, potential conflicts of interest when the management and directors of one company face decisions that could have different implications for themselves and the other company.
Potential conflicts of interest may also arise out of any commercial arrangements that DTE Energy and DT Midstream may enter into in the future.
A specific example of increased capital expenditures to meet industry requirements is DTE Electric having an open Confirmatory Action Letter with the NRC to complete specific mitigation actions during the next periodic outage in 2020 and that DTE Electric will not bring the plant back on line until it is completed.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
335 rewritten, 223 added, 92 removed, 266 unchanged
DTE Energy is a diversified energy company with [removed: 2019] [added: 2020] Operating Revenues of approximately [removed: $12.7] [added: $12.2] billion and Total Assets of approximately [removed: $41.9] [added: $45.5] billion.
DTE Energy [added: also] operates three energy-related non-utility segments with operations throughout the United States.
| | [added: | |] Years Ended December 31, | | | | | | | | | | | [added: | | | |]
| | [removed: 2019] | | [added: 2020] | | [removed: 2018] | | | | [removed: 2017] [added: 2019] | | | [added: | | | 2018 | | |]
| | [added: | |] (In millions, except per share amounts) | | | | | | | | | | | [added: | | | |]
| Net Income Attributable to DTE Energy Company | [added: | |] $ | [removed: 1,169] [added: 1,368] | | | [added: | |] $ | [removed: 1,120] [added: 1,169] | | | [added: | |] $ | [removed: 1,134] [added: 1,120] | |
| Diluted Earnings per Common Share | [added: | |] $ | [removed: 6.31] [added: 7.08] | | | [added: | |] $ | [removed: 6.17] [added: 6.31] | | | [added: | |] $ | [removed: 6.32] [added: 6.17] | |
The increase in 2019 Net Income Attributable to DTE Energy Company was [removed: primarily] due to higher earnings in the [removed: Electric] [added: Electric, Gas, Energy Trading,] and [removed: Gas] [added: Corporate and Other] segments, partially offset by lower earnings in the Gas Storage and Pipelines and Power and Industrial Projects segments.
The [removed: decrease] [added: increase] in [removed: 2018] [added: 2020] Net Income Attributable to DTE Energy Company was primarily due to [removed: lower] [added: higher] earnings in the [added: Electric,] Gas Storage and Pipelines, [removed: Energy Trading,] and Corporate and Other segments, partially offset by [removed: higher] [added: lower] earnings in the [removed: Electric, Gas, and Power and Industrial Projects segments.][added: Energy Trading segment.]
Please see detailed explanations of segment performance in the [removed: following] "Results of Operations" [removed: section.][added: section below, including impacts from the COVID-19 pandemic where applicable.]
[removed: In March 2019,] DTE Energy [removed: announced updated plans for accelerating its reduction of] [added: is committed to reduce the] carbon emissions [removed: to] [added: of its electric utility operations by] 32% by [removed: the early 2020s,] [added: 2023,] 50% by 2030, and 80% by 2040 from [removed: the] 2005 carbon emissions levels.
[removed: In September 2019,] DTE Energy [removed: expanded on its commitment by announcing] [added: is also committed to] a net zero carbon emissions goal by 2050 for [added: its electric utility, gas utility, and] DTE [removed: Electric.][added: Midstream operations.]
DTE Electric's capital investments over the [removed: 2020-2024] [added: 2021-2025] period are estimated at [removed: $12.0 billion] [added: $14 billion,] comprised of [removed: $4.0] [added: $5] billion for capital replacements and other projects, [removed: $5.0] [added: $7] billion for distribution infrastructure, and [removed: $3.0] [added: $2] billion for [removed: new] [added: renewable] generation.
[removed: Six of these] [added: River Rouge's final unit will retire in 2021 and five additional] coal-fired generating units [removed: will be retired through 2022] at [removed: the] Trenton [removed: Channel, River Rouge,] [added: Channel] and St. Clair [removed: facilities.][added: will be retired in 2022.]
DTE Gas' capital investments over the [removed: 2020-2024] [added: 2021-2025] period are estimated at [removed: $3.0 billion] [added: $3 billion,] comprised of $1.4 billion for base [removed: infrastructure,] [added: infrastructure] and $1.6 billion for gas main renewal, meter move out, and pipeline integrity programs.
Gas Storage and Pipelines' capital investments over the [removed: 2020-2024] [added: 2021-2025] period are estimated at [removed: $2.2] [added: $1.2] billion to [removed: $2.7] [added: $1.7] billion for gathering and pipeline investments and expansions.
Power and Industrial Projects' capital investments over the [removed: 2020-2024] [added: 2021-2025] period are estimated at [removed: $1.0] [added: $1] billion to $1.4 billion for industrial energy services and [removed: RNG] [added: renewable energy] projects.
[removed: | • |] [added: -] electric and gas customer satisfaction; [removed: |]
[removed: | • |] [added: -] electric distribution system reliability; [removed: |]
[removed: | • |] [added: -] new electric generation; [removed: |]
[removed: | • |] [added: -] gas distribution system renewal; [removed: |]
[removed: | • |] [added: -] rate competitiveness and affordability; [removed: |]
[removed: | • |] [added: -] regulatory stability and investment recovery for the electric and gas utilities; [removed: |]
[removed: | • |] [added: -] employee safety and engagement; [removed: |]
[removed: | • |] [added: -] cost structure optimization across all business segments; [removed: |]
[removed: | • |] [added: -] cash, capital, and liquidity to maintain or improve financial strength; and [removed: |]
[removed: | • |] [added: -] investments that integrate assets and leverage skills and expertise. [removed: |]
Operating Revenues include sales of refined coal to third parties and the affiliated Electric utility, metallurgical coke and related by-products, petroleum coke, renewable natural [removed: gas,] [added: gas] and [added: related credits, and] electricity, as well as rental income and revenues from utility-type consulting, management, and operational services.
| | [added: | |] (In millions) | | | | | | | | | | | [added: | | | |]
| Net Income (Loss) Attributable to DTE Energy by Segment | | | | | | | | | | | | [added: | | | | | |]
| Electric | [added: | |] $ | [removed: 714] [added: 777] | | | [added: | |] $ | [removed: 664] [added: 714] | | | [added: | |] $ | [removed: 606] [added: 664] | |
| Gas | [removed: 185] | | [added: 186] | | [removed: 150] | | | | [removed: 146] [added: 185] | | | [added: | | | 150 | | |]
| Gas Storage and Pipelines | [removed: 204] | | [added: 315] | | [removed: 235] | | | | [removed: 275] [added: 204] | | | [added: | | | 235 | | |]
| Power and Industrial Projects | [removed: 133] | | [added: 134] | | [removed: 161] | | | | [removed: 138] [added: 133] | | | [added: | | | 161 | | |]
| Energy Trading | [removed: 49] | | [added: 36] | | [removed: 39] | | | | [removed: 72] [added: 49] | | | [added: | | | 39 | | |]
| Corporate and Other | [removed: (116] | | [removed: )] [added: (80)] | | [removed: (129] | | [removed: )] | | [removed: (103] [added: (116)] | | [removed: )] | [added: | | | (129) | | |]
Electric results [added: and outlook] are discussed below:
| Operating Revenues — Utility operations | [added: | |] $ | [removed: 5,224] [added: 5,506] | | | [added: | |] $ | [removed: 5,298] [added: 5,224] | | | [added: | |] $ | [removed: 5,102] [added: 5,298] | |
| Fuel and purchased power — utility | [removed: 1,387] | | [added: 1,386] | | [removed: 1,552] | | | | [removed: 1,454] [added: 1,387] | | | [added: | | | 1,552 | | |]
| Utility Margin | [removed: 3,837] | | [added: 4,120] | | [removed: 3,746] | | | | [removed: 3,648] [added: 3,837] | | | [added: | | | 3,746 | | |]
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
COVID-19 Pandemic
During the first quarter of 2020, the COVID-19 pandemic began impacting Michigan and other service territories throughout the United States in which the Registrants operate.
DTE Energy took certain safety precautions including directing employees to work remotely whenever possible and pausing all non-critical business activities.
The spread of COVID-19 and efforts to contain the virus resulted in closures and reduced operations of businesses, governmental agencies, and other institutions.
Beginning in May 2020, DTE Energy resumed business activities that had been temporarily suspended.
Local businesses and other institutions also resumed operations as new cases of COVID-19 began to decline and government restrictions were reduced.
Impacts from the COVID-19 pandemic have included a reduction in sales volumes from commercial and industrial customers and an increase in sales volumes from residential customers within the Electric segment.
COVID-19 has also impacted the Power and Industrial Projects segment, contributing to lower production in the REF business and lower demand in the Steel business.
Operation and maintenance expense has been impacted by COVID-19, primarily in the Electric segment, due to higher costs for personal protective equipment and other health and safety-related costs, including shift premiums and related expenses associated with the sequestration of certain employees critical to continued operations.
The Registrants implemented certain cost savings initiatives to offset some of these impacts, to the extent they did not affect safety or reliability of service.
To date, impacts from the COVID-19 pandemic have not had a material effect on the Registrants' uncollectible expense or capital spend.
In addition, the CARES Act was signed into law in March 2020 to assist individuals and employers with the impacts of the COVID-19 pandemic.
This legislation resulted in various tax impacts to the Registrants.
Also refer to the "Capital Resources and Liquidity" section for information on the impact of COVID-19 on the Registrants' liquidity and cost of capital.
STRATEGY
These opportunities would be limited to Power and Industrial Projects if DTE Energy completes the planned spin-off of the DTE Midstream business and shifts its strategy to a predominantly pure-play utility, as discussed in the "Outlook" section below.
In addition, on October 27, 2020, DTE Energy announced its intention to spin-off the DTE Midstream business, reflecting a shift in strategy to a predominantly pure-play utility.
DTE Energy expects to complete the separation by mid-year 2021, subject to final approval by its Board of Directors and satisfaction of other conditions.
If the spin-off transaction is completed, it would result in a reduction to DTE Energy's earnings and cash flows.
However, DTE Energy would remain well-positioned for long-term growth and focused on the key objectives noted above.
COVID-19 Pandemic
DTE Energy will continue to monitor the impact of the COVID-19 pandemic on supply chains, markets, counterparties, and customers, and any related impacts on the operating costs, customer demand, and recoverability of assets in our business segments that could materially impact the Registrants' financial results.
DTE Energy expects reduced electric demand from commercial and industrial customers and increased demand from residential customers to continue as long as businesses maintain more remote operations.
Operation and maintenance expenses will also continue to be impacted in the near term by the need for personal protective equipment and other safety-related costs.
DTE Energy will continue to review the allowance for doubtful accounts for any additional risk related to COVID-19 and will monitor any potential challenges to demand in the Power and Industrial Projects segment.
DTE Energy will also continue to monitor and evaluate the impact of any regulatory and legislative activities related to the COVID-19 pandemic.
The Registrants cannot predict the ultimate impact of these factors to our Consolidated Financial Statements as future developments involving COVID-19 and related impacts on economic and operating conditions are highly uncertain.
For further discussion of these uncertainties, refer to "Risk Factors" in Item 1A.
of this Report.
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| Net Income Attributable to DTE Energy Company | | | $ | 1,368 | | | | | $ | 1,169 | | | | | $ | 1,120 | |
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 2020 | | | | | | 2019 | | |
| COVID-19 voluntary refund | | | (30) | | | | | | — | | |
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
The 2018 decrease was primarily due to higher Income Tax Expense, as 2017 included a one-time net income tax benefit of $105 million related to the enactment of the TCJA.
*Air* — DTE Electric is subject to the EPA ozone and fine particulate transport and acid rain regulations that limit power plant emissions of SO2 and NOX.
The EPA and the State of Michigan have also issued emission reduction regulations relating to ozone, fine particulate, regional haze, mercury, and other air pollution.
These rules have led to controls on fossil-fueled power plants to reduce SO2, NOX, mercury, and other emissions.
Additional rulemakings may occur over the next few years which could require additional controls for SO2, NOX, and other hazardous air pollutants.
To comply with existing requirements, DTE Electric spent approximately $2.4 billion through 2019.
DTE Electric does not anticipate additional capital expenditures through 2026, pending the results of future rulemakings.
The EPA has implemented regulatory actions under the Clean Air Act to address emissions of GHGs from the utility sector and other sectors of the economy.
Among these actions, in 2015 the EPA finalized performance standards for emissions of carbon dioxide from new and existing fossil-fuel EGUs.
In 2019 the performance standards for existing EGUs (also known as the Clean Power Plan) were officially repealed and replaced by the ACE Rule.
The ACE Rule requires the state of Michigan to submit a plan in 2022 that includes GHG standards for existing coal-fired power plant units in Michigan.
It is not possible to determine the potential impact of the EPA's ACE rule on existing sources at this time.
Pending or future legislation or other regulatory actions could have a material impact on DTE Electric's operations and financial position and the rates charged to its customers.
Impacts include expenditures for environmental equipment beyond what is currently planned, financing costs related to additional capital expenditures, the purchase of emission credits from market sources, higher costs of purchased power, and the retirement of facilities where control equipment is not economical.
DTE Electric would seek to recover these incremental costs through increased rates charged to its utility customers, as authorized by the MPSC.
Increased costs for energy produced from traditional coal-based sources due to recent, pending, and future regulatory initiatives, could also increase the economic viability of energy produced from renewable, natural gas fueled generation, and/or nuclear sources, energy waste reduction initiatives, and the potential development of market-based trading of carbon instruments which could provide new business opportunities for DTE Energy's utility and non-utility segments.
At the present time, it is not possible to quantify the financial impacts of these climate related regulatory initiatives on the Registrants or their customers.
| | |
| --- | --- |
| | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| PSCR disallowance in 2017 | — | | | | 13 | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
The increase in 2018 was primarily due to increased uncollectible expense of $34 million due to customer billing initiatives following implementation of the new billing system, increased power plant generation expense of $24 million, an increase in energy waste reduction expense of $10 million to meet higher energy savings targets, partially offset by decreased distribution operations expense of $13 million.
In 2018, the increase was primarily due to an increase to depreciable base of $46 million and an increase of $42 million associated with the TRM, partially offset by a decrease in regulatory asset amortization of $5 million.
The decrease in 2018 was primarily due to the reduction in the federal tax rate in the TCJA that was enacted in December 2017.
The requested increase in base rates is primarily due to an increase in net plant resulting from infrastructure and generation investments.
| TCJA rate reduction liability | — | | | | (40 | | ) |
The increase in 2018 was primarily due to increased uncollectible expense of $28 million due to customer billing initiatives following implementation of a new customer billing system and higher gas operations expenses of $22 million, which included increased investment spending and higher pipeline integrity expenses.
The decrease in 2018 was primarily due to the reduction in the federal tax rate in the TCJA that was enacted in December 2017, partially offset by a $10 million TCJA expense and the absence of the $7 million favorable depreciation tax benefit that ended in 2017.
DTE Gas filed a rate case with the MPSC on November 25, 2019 requesting an increase in base rates of $204 million based on a projected twelve-month period ending September 30, 2021.
The rate filing also requests an increase in return on equity from 10.0% to 10.5% and includes projected changes in sales and working capital.
A final MPSC order in this case is expected by September 2020.
The 2018 increase was primarily due to higher labor related expenses and additional compression activity on the Bluestone Pipeline and Susquehanna gathering systems.
The 2018 increase was primarily due to higher earnings from pipeline investments and a $16 million net loss on extinguishment of debt within the storage business in 2017, partially offset by higher interest expense.
The 2018 increase was primarily driven by the $115 million remeasurement of deferred tax assets and liabilities to reflect the reduction in the corporate tax rate from the enactment of the TCJA in December 2017.
*Outlook —* Significant expansion activities are underway to increase capacity of the Blue Union and LEAP assets, which provide natural gas gathering and other midstream services to producers located primarily in Louisiana.
An excerpt. Shown here: 40 of 335 rewritten, 40 of 223 added and 40 of 92 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2020 filing and the FY2019 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
30 rewritten, 18 added, 17 removed, 35 unchanged
DTE Energy's Energy Trading business segment has exposure to electricity, natural gas, [removed: coal,] [added: environmental,] crude oil, heating oil, and foreign currency exchange price fluctuations.
These risks are managed by the energy marketing and trading operations through the use of forward energy, capacity, storage, options, and futures contracts, within [removed: pre-determined] [added: predetermined] risk parameters.
The Registrants regularly review contingent [removed: matters] [added: matters, existing and future economic conditions, customer trends and other factors] relating to customers and their contracts and record provisions for amounts considered at risk of probable loss in the allowance for doubtful accounts.
The following table displays the credit quality of DTE Energy's trading counterparties as of December 31, [removed: 2019:][added: 2020:]
| | [added: | |] Credit Exposure Before Cash Collateral | | | | [added: | |] Cash Collateral | | | | [added: | |] Net Credit Exposure | | |
| | [added: | |] (In millions) | | | | | | | | | | | [added: | | | |]
| Investment Grade(a) | | | | | | | | | | | | [added: | | | | | |]
| A- and Greater | [added: | |] $ | [removed: 259] [added: 222] | | | [added: | |] $ | — | | | [added: | |] $ | [removed: 259] [added: 222] | |
| BBB+ and BBB | [removed: 197] | | [added: 214] | | [added: | | | |] — | | | | [removed: 197] | | [added: 214] | [added: | |]
| BBB- | [removed: 34] | | [added: 12] | | [added: | | | |] — | | | | [removed: 34] | | [added: 12] | [added: | |]
| Total Investment Grade | [removed: 490] | | [added: 448] | | [added: | | | |] — | | | | [removed: 490] | | [added: 448] | [added: | |]
| Non-investment grade(b) | [removed: 5] | | [added: 10] | | [added: | | | |] — | | | | [removed: 5] | | [added: 10] | [added: | |]
| Internally Rated — [removed: investment grade(c)] [added: non-investment grade(d)] | [removed: 324] | | [added: 62] | | [removed: (1] | | [removed: )] | | [removed: 323] [added: (2)] | | | [added: | | | 60 | | |]
| Internally Rated — [removed: non-investment grade(d)] [added: investment grade(c)] | [removed: 13] | | [added: 413] | | [removed: —] | | | | [removed: 13] [added: (1)] | | | [added: | | | 412 | | |]
[removed: | (a) | This] [added: (a)This] category includes counterparties with minimum credit ratings of Baa3 assigned by Moody’s Investors Service (Moody’s) or BBB- assigned by Standard & Poor’s Rating Group, a division of McGraw-Hill Companies, Inc. (Standard & Poor’s). [removed: The five largest counterparty exposures, combined, for this category represented 16% of the total gross credit exposure. |]
[removed: | (b) | This category includes counterparties with credit ratings that are below investment grade.] The five largest counterparty exposures, combined, for this category represented 1% of the total gross credit exposure. [removed: |]
[removed: | (c) | This] [added: (c)This] category includes counterparties that have not been rated by Moody’s or Standard & Poor’s but are considered investment grade based on DTE Energy’s evaluation of the counterparty’s creditworthiness. [removed: The five largest counterparty exposures, combined, for this category represented 15% of the total gross credit exposure. |]
[removed: | (d) | This] [added: (d)This] category includes counterparties that have not been rated by Moody’s or Standard & Poor’s and are considered non-investment grade based on DTE Energy’s evaluation of the counterparty’s creditworthiness. [removed: The five largest counterparty exposures, combined, for this category represented 1% of the total gross credit exposure. |]
As of December 31, [removed: 2019,] [added: 2020,] DTE Energy had [added: floating rate debt of $38 million and] a floating rate debt-to-total debt ratio of [removed: 4.8%.][added: 0.2%.]
To limit DTE Energy's exposure to foreign currency exchange fluctuations, DTE Energy has entered into a series of foreign currency exchange forward contracts through [removed: December 2023.][added: June 2030.]
The sensitivity analyses involved increasing and decreasing forward prices and rates at December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] by a hypothetical 10% and calculating the resulting change in the fair values.
| | | [added: | | | |] Assuming [removed: a 10%] [added: a 10%] Increase in Prices/Rates | | | | | | | | [added: | | | |] Assuming [removed: a 10%] [added: a 10%] Decrease in Prices/Rates | | | | | | | | | [added: | | | | | |]
| | | [added: | | | |] As of December 31, | | | | | | | | [added: | | | |] As of December 31, | | | | | | | | | [added: | | | | | |]
| Activity | | [removed: 2019] | | | | [removed: 2018] [added: 2020] | | | | [added: | |] 2019 | | | | [removed: 2018] | | [added: 2020] | | [added: | | | | 2019 | | | | | |] Change in the Fair Value of | [added: | |]
| | | [added: | | | |] (In millions) | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
| Gas contracts | | [added: | | | |] $ | [removed: 6] [added: 23] | | | [added: | |] $ | [removed: 8] [added: 6] | | | [added: | |] $ | [removed: (6] [added: (23)] | [removed: )] | | [added: | |] $ | [removed: (8] [added: (6)] | [removed: )] | | [added: | |] Commodity contracts | [added: | |]
| Power contracts | | [added: | | | |] $ | [removed: 4] [added: 5] | | | [added: | |] $ | [removed: 10] [added: 4] | | | [added: | |] $ | [removed: (5] [added: (5)] | [removed: )] | | [added: | |] $ | [removed: (10] [added: (5)] | [removed: )] | | [added: | |] Commodity contracts | [added: | |]
| Environmental contracts | | [added: | | | |] $ | [removed: (3] [added: (7)] | [removed: )] | | [added: | |] $ | [removed: —] [added: (3)] | | | [added: | |] $ | [removed: 3] [added: 5] | | | [added: | |] $ | [removed: —] [added: 3] | | | [added: | |] Commodity contracts | [added: | |]
| Interest rate risk — DTE Energy | | [added: | | | |] $ | [removed: (698] [added: (651)] | [removed: )] | | [added: | |] $ | [removed: (596] [added: (698)] | [removed: )] | | [added: | |] $ | [removed: 724] [added: 671] | | | [added: | |] $ | [removed: 625] [added: 724] | | | [added: | |] Long-term debt | [added: | |]
| Interest rate risk — DTE Electric | | [added: | | | |] $ | [removed: (286] [added: (285)] | [removed: )] | | [added: | |] $ | [removed: (277] [added: (286)] | [removed: )] | | [added: | |] $ | [removed: 305] [added: 300] | | | [added: | |] $ | [removed: 300] [added: 305] | | | [added: | |] Long-term debt | [added: | |]
DTE Energy's Gas Storage and Pipelines segment is dependent on the continued availability of natural gas production and reserves in its areas of operation.
Low prices for natural gas, including those resulting from regional basis differentials, could adversely affect development of additional reserves and production that is accessible to our pipeline and storage
assets.
PG&E emerged from Chapter 11 bankruptcy effective July 1, 2020.
DTE's renewable power purchase agreements were assumed under PG&E's Reorganization Plan and payment has been received for all past due receivables related to these agreements.
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Total | | | $ | 933 | | | | | $ | (3) | | | | | $ | 930 | |
The five largest counterparty exposures, combined, for this category represented 13% of the total gross credit exposure.
(b)This category includes counterparties with credit ratings that are below investment grade.
The five largest counterparty exposures, combined, for this category represented 14% of the total gross credit exposure.
The five largest counterparty exposures, combined, for this category represented 4% of the total gross credit exposure.
The hypothetical losses related to long-term debt would be realized only if DTE Energy transferred all of its fixed-rate long-term debt to other creditors.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
DTE Energy's Gas Storage and Pipelines segment has exposure to natural gas price fluctuations which impact the pricing for natural gas storage, gathering, and transportation.
As of December 31, 2019, PG&Es account is substantially current and outstanding accounts receivable from PG&E are not material.
Therefore, DTE Energy determined no reserve was necessary.
As of December 31, 2019, the book value of long-lived assets used in producing electric output for sale to PG&E was approximately $101 million.
The Power and Industrial Projects segment also has equity investments, including a note receivable, of approximately $74 million in entities that sell power to PG&E.
In January 2019, following the bankruptcy filing, DTE Energy performed an impairment analysis on its long-lived assets.
Based on its undiscounted cash flow projections, DTE Energy determined it did not have an impairment loss as of December 31, 2018.
DTE Energy also determined there was not an other-than-temporary decline in its equity investments.
DTE has not identified subsequent facts or circumstances that would cause a change to these conclusions through December 31, 2019.
DTE Energy’s assumptions and conclusions may change, and it could have impairment losses if any of the terms of the contracts are not honored by PG&E or the contracts are rejected through the bankruptcy process.
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Total | $ | 832 | | | $ | (1 | ) | | $ | 831 | |
| | |
| --- | --- |
| | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
Item 3. Legal Proceedings
0 rewritten, 1 added, 0 removed, 1 unchanged
For environmental proceedings in which the government is a party, the Registrants have included disclosures if any sanctions of $1 million or greater are expected.
Cover and table of contents
281 rewritten, 282 added, 101 removed, 252 unchanged
[removed: FORM 10-K][added: FORM 10-K]
For the Fiscal Year [removed: Ended December] [added: Ended December] 31, [removed: 2019][added: 2020]
Commission File [removed: Number: 1-11607][added: Number: 1-11607]
DTE Energy [removed: Company][added: Company]
| Michigan | | [added: | | | |] 38-3217752 | [added: | |]
| (State or other jurisdiction of incorporation or organization) | | [added: | | | |] (I.R.S Employer Identification No.) | [added: | |]
Commission File [removed: Number: 1-2198][added: Number: 1-2198]
DTE Electric [removed: Company][added: Company]
| Michigan | | [added: | | | |] 38-0478650 | [added: | |]
Registrants address of principal executive [removed: offices: One] [added: offices: One] Energy [removed: Plaza, Detroit, Michigan 48226-1279][added: Plaza, Detroit, Michigan 48226-1279]
Registrants telephone number, including area code: [removed: (313) 235-4000][added: (313) 235-4000]
| Registrant | | [added: | | | |] Title of Each Class | | [added: | | | |] Trading Symbol(s) | | [added: | | | |] Name of Exchange on which Registered | [added: | |]
| DTE Energy Company (DTE Energy) | | [added: | | | |] Common stock, without par value | | [added: | | | |] DTE | | [added: | | | |] New York Stock Exchange | [added: | |]
| DTE Energy | | [removed: 2012] [added: | | | | 2017] Series [removed: C] [added: E] 5.25% Junior Subordinated Debentures due [removed: 2062] [added: 2077] | | [removed: DTQ] | | [added: | | DTW | | | | | |] New York Stock Exchange | [added: | |]
| DTE Energy | | [added: | | | |] 2016 Series B 5.375% Junior Subordinated Debentures due 2076 | | [added: | | | |] DTJ | | [added: | | | |] New York Stock Exchange | [added: | |]
| DTE Energy | | [added: | | | |] 2016 Series F 6.00% Junior Subordinated Debentures due 2076 | | [added: | | | |] DTY | | [added: | | | |] New York Stock Exchange | [added: | |]
| DTE Energy | | [removed: 2017] [added: | | | | 2020] Series [removed: E 5.25%] [added: G 4.375%] Junior Subordinated Debentures due [removed: 2077] [added: 2080] | | [removed: DTW] | | [added: | | DTB | | | | | |] New York Stock Exchange | [added: | |]
| DTE Energy | | [added: | | | |] 2019 6.25% Corporate Units | | [added: | | | |] DTP | | [added: | | | |] New York Stock Exchange | [added: | |]
| DTE Electric Company (DTE Electric) | | [added: | | | |] None | | | | [added: | | | | | | | |] None | [added: | |]
| DTE Energy | [added: | |] None | | | | | [added: | | | | | | | | | |] DTE Electric | [added: | |] None | | | | [added: | | | | | | | |]
| DTE Energy | [added: | |] Yes | [added: | |] ☒ | [added: | |] No | [added: | |] ☐ | | [added: | | | |] DTE Electric | [added: | |] Yes | [added: | |] ☒ | [added: | |] No | [added: | |] ☐ | [added: | |]
| DTE Energy | [added: | |] Yes | [added: | |] ☐ | [added: | |] No | [added: | |] ☒ | | [added: | | | |] DTE Electric | [added: | |] Yes | [added: | |] ☐ | [added: | |] No | [added: | |] ☒ | [added: | |]
| DTE Energy | [added: | |] Large accelerated filer | [added: | |] Accelerated filer | [added: | |] Non-accelerated filer | [added: | |] Smaller reporting company | [added: | |] Emerging growth company | [added: | |]
| DTE Electric | [added: | |] Large accelerated filer | [added: | |] Accelerated filer | [added: | |] Non-accelerated filer | [added: | |] Smaller reporting company | [added: | |] Emerging growth company | [added: | |]
On June [removed: 28, 2019,] [added: 30, 2020,] the aggregate market value of DTE Energy's voting and non voting common equity held by non-affiliates was approximately [removed: $23.1] [added: $20.5] billion (based on the New York Stock Exchange closing price on such date).
Number of shares of Common Stock outstanding at January [removed: 24, 2020:][added: 29, 2021:]
| Registrant | | [added: | | | |] Description | | [added: | | | |] Shares | | [added: |]
| DTE Energy | | [added: | | | |] Common Stock, without par value | | [removed: 192,234,700] | | [added: | | 193,773,687 | | |]
| DTE Electric | | [added: | | | |] Common Stock, $10 par value, indirectly-owned by DTE Energy | | [removed: 138,632,324] | | [added: | | 138,362,324 | | |]
Certain information in DTE Energy's definitive Proxy Statement for its [removed: 2020] [added: 2021] Annual Meeting of Common Shareholders to be held May [removed: 7, 2020,] [added: 20, 2021,] which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the end of the registrant’s 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 Electric, [removed: a] [added: an indirect] wholly-owned subsidiary of DTE Energy, meets the conditions set forth in General Instructions I(1)(a) and (b) of Form 10-K and is therefore filing this form with the reduced disclosure format specified in General Instruction I(2) of Form 10-K.
| | | [added: | | | |] Page | [added: | |]
| | [added: | |] [Filing [removed: Format](#s3D206F9B47A3579DBF91F8C7125D44DD)] [added: Format](#if45271c755f142f2b4aede2bde30dc33_16)] | [removed: [4](#s3D206F9B47A3579DBF91F8C7125D44DD)] | [added: | [4](#if45271c755f142f2b4aede2bde30dc33_16) | | |]
| | [added: | |] [Forward-Looking [removed: Statements](#s9DC3DCDE8CEE5A53806F9895C5D5AD3E)] [added: Statements](#if45271c755f142f2b4aede2bde30dc33_19)] | [removed: [5](#s9DC3DCDE8CEE5A53806F9895C5D5AD3E)] | [added: | [5](#if45271c755f142f2b4aede2bde30dc33_19) | | |]
| [Items 1. & [removed: 2.](#sCCF68C5A9D3E54BEBB693A20E80311F1)] [added: 2.](#if45271c755f142f2b4aede2bde30dc33_25)] | [added: | |] [Business and [removed: Properties](#sCCF68C5A9D3E54BEBB693A20E80311F1)] [added: Properties](#if45271c755f142f2b4aede2bde30dc33_25)] | [removed: [7](#sCCF68C5A9D3E54BEBB693A20E80311F1)] | [added: | [7](#if45271c755f142f2b4aede2bde30dc33_25) | | |]
| [Item [removed: 1A.](#sD6832136E70C5E0AB43EF1F1177F3596)] [added: 1A.](#if45271c755f142f2b4aede2bde30dc33_28)] | [added: | |] [Risk [removed: Factors](#sD6832136E70C5E0AB43EF1F1177F3596)] [added: Factors](#if45271c755f142f2b4aede2bde30dc33_28)] | [removed: [20](#sD6832136E70C5E0AB43EF1F1177F3596)] | [added: | [21](#if45271c755f142f2b4aede2bde30dc33_28) | | |]
| [Item [removed: 1B.](#sFD2022EBBD3A5C8EAB6F4C2EFA067EFE)] [added: 1B.](#if45271c755f142f2b4aede2bde30dc33_31)] | [added: | |] [Unresolved Staff [removed: Comments](#sFD2022EBBD3A5C8EAB6F4C2EFA067EFE)] [added: Comments](#if45271c755f142f2b4aede2bde30dc33_31)] | [removed: [25](#sFD2022EBBD3A5C8EAB6F4C2EFA067EFE)] | [added: | [27](#if45271c755f142f2b4aede2bde30dc33_31) | | |]
| [Item [removed: 3.](#s6BEFACD232D556DA9AA56500FEA2E65E)] [added: 3.](#if45271c755f142f2b4aede2bde30dc33_34)] | [added: | |] [Legal [removed: Proceedings](#s6BEFACD232D556DA9AA56500FEA2E65E)] [added: Proceedings](#if45271c755f142f2b4aede2bde30dc33_34)] | [removed: [25](#s6BEFACD232D556DA9AA56500FEA2E65E)] | [added: | [27](#if45271c755f142f2b4aede2bde30dc33_34) | | |]
| [Item [removed: 4.](#s30B19B6A95F05D16B21DF30B9E3BE1EE)] [added: 4.](#if45271c755f142f2b4aede2bde30dc33_37)] | [added: | |] [Mine Safety [removed: Disclosures](#s30B19B6A95F05D16B21DF30B9E3BE1EE)] [added: Disclosures](#if45271c755f142f2b4aede2bde30dc33_37)] | [removed: [25](#s30B19B6A95F05D16B21DF30B9E3BE1EE)] | [added: | [27](#if45271c755f142f2b4aede2bde30dc33_37) | | |]
| [Item [removed: 5.](#s8183F519B8BF528B834EFBD43C6C2DC3)] [added: 5.](#if45271c755f142f2b4aede2bde30dc33_43)] | [added: | |] [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#s8183F519B8BF528B834EFBD43C6C2DC3)] [added: Securities](#if45271c755f142f2b4aede2bde30dc33_43)] | [removed: [26](#s8183F519B8BF528B834EFBD43C6C2DC3)] | [added: | [28](#if45271c755f142f2b4aede2bde30dc33_43) | | |]
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (State or other jurisdiction of incorporation or organization) | | | | | | (I.R.S Employer Identification No.) | | |
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| DTE Energy | | | Yes | | | ☒ | | | No | | | ☐ | | | | | | DTE Electric | | | Yes | | | ☒ | | | No | | | ☐ | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| DTE Energy | | | Yes | | | ☒ | | | No | | | ☐ | | | | | | DTE Electric | | | Yes | | | ☒ | | | No | | | ☐ | | |
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | ☒ | | | ☐ | | | ☐ | | | ☐ | | | ☐ | | |
| | | | | | | | | | | | | | | | | | |
| | | | ☐ | | | ☐ | | | ☒ | | | ☐ | | | ☐ | | |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| DTE Energy | | | Yes | | | ☒ | | | No | | | ☐ | | | | | | DTE Electric | | | Yes | | | ☐ | | | No | | | ☒ | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| DTE Energy | | | Yes | | | ☐ | | | No | | | ☒ | | | | | | DTE Electric | | | Yes | | | ☐ | | | No | | | ☒ | | |
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | |
| | | |
| --- | --- | --- |
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | ☒ | ☐ | ☐ | ☐ | ☐ |
| | ☐ | ☐ | ☒ | ☐ | ☐ |
| | [Definitions](#sCE7A9778F25F5CF091550D5FEE566EC0) | [1](#sCE7A9778F25F5CF091550D5FEE566EC0) |
| [PART I](#s6DBF014638AA5530A80211CDA60F5165) | | |
| [PART II](#s140929881BBD56C68C8557F154D5C942) | | |
| [PART IV](#s947D32B8263E59BEBCD9786071FAED08) | | |
| | [Signatures](#s24CDD17378555606ABC9EF958099E41D) | [164](#s24CDD17378555606ABC9EF958099E41D) |
| ARO | | Asset Retirement Obligation |
| Green Bonds | | A financing option to fund projects that have a positive environmental impact based upon a specified set of criteria. The proceeds are required to be used for eligible green expenditures |
| TCJA rate reduction liability | | Due to the change in the corporate tax rate, from January 1, 2018 to June 30, 2018 for DTE Gas and from January 1, 2018 to July 31, 2018 for DTE Electric, the utilities have reduced revenue and recorded an offsetting regulatory liability |
| Topic 842 | | FASB issued ASU No, 2016-02, Leases, as amended, which replaced Topic 840 |
| | |
| --- | --- |
| • | volatility in the short-term natural gas storage markets impacting third-party storage revenues related to DTE Energy; |
| | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | 6,717 | |
| | | | | | | 764 | |
| | | | | | | 11,743 | |
_______________________________________
| (d) | St. Clair unit 1 retired on March 27, 2019. |
| (e) | Two Peaking Units were retired (Hancock 11-2 and 11-4) on December 22, 2019, Dearborn Energy Center became commercial on December 30, 2019. |
| 4.8 kV to 13.2 kV | | 28,509 | | | 15,389 | |
| 24 kV | | 181 | | | 681 | |
| 40 kV | | 2,303 | | | 381 | |
| | | 31,054 | | | 16,459 | |
The FERC regulates DTE Electric with respect to financing authorization and wholesale electric activities.
Energy legislation passed in 2016 retained the 10% retail access cap with some revisions.
DTE Electric expects that customers with retail access to alternative electric suppliers will represent approximately 10% of retail sales in 2020.
| | | | |
| --- | --- | --- | --- |
Gas Storage and Pipelines owns natural gas storage fields, lateral and gathering pipeline systems, compression and surface facilities, and has ownership interests in interstate pipelines serving the Gulf Coast, Midwest, Ontario, and Northeast markets.
An excerpt. Shown here: 40 of 281 rewritten, 40 of 282 added and 40 of 101 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2020 filing and the FY2019 filing.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
17 rewritten, 15 added, 15 removed, 12 unchanged
At December 31, [removed: 2019,] [added: 2020,] there were [removed: 192,208,533] [added: 193,770,617] shares of DTE Energy common stock outstanding.
These shares were held by a total of [removed: 49,151] [added: 47,485] shareholders of record.
See the following table for information as of December 31, [removed: 2019:][added: 2020:]
| | [added: | |] Number of Securities to be Issued Upon Exercise of Outstanding Options | | | [added: | | |] Weighted-Average Exercise Price of Outstanding Options | | | | [added: | |] Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | | [added: |]
The following table provides information about DTE Energy's purchases of equity securities that are registered by DTE Energy pursuant to Section 12 of the Exchange Act of 1934 for the quarter ended December 31, [removed: 2019:][added: 2020:]
| | [added: | |] Number of Shares Purchased(a) | | | [added: | | |] Average Price Paid per Share(a) | | | | [added: | |] Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | [added: | | |] Average Price Paid per Share | | | [added: | | |] Maximum Dollar Value that May Yet Be Purchased Under the Plans or Programs | | [added: |]
[removed: | (a) | Represents] [added: (a)Represents] shares of DTE Energy common stock withheld to satisfy income tax obligations upon the vesting of restricted stock based on the price in effect at the grant date. [removed: |]
| | | [added: | | | |] Annual Return Percentage Year Ended December 31, | | | | | | | | | | | | | | [added: | | | | | | | | | | | | |]
| Company/Index | | [added: | | | |] 2015 | | | [added: | | |] 2016 | | | [added: | | |] 2017 | | | [added: | | |] 2018 | | | [added: | | |] 2019 | | [added: | | | | 2020 | | |]
| DTE Energy Company | | [removed: (3.77] | [removed: )] | | [added: |] 26.93 | | | [added: | | |] 14.59 | | | [added: | | |] 4.19 | | | [removed: 21.36] | | [added: | 21.36 | | | | | | (2.90) | | |]
| S&P 500 Index | | [removed: 1.38] | | | [added: |] 11.95 | | | [added: | | |] 21.82 | | | [removed: (4.39] | [removed: )] | | [removed: 31.48] [added: (4.39)] | | [added: | | | | 31.48 | | | | | | 18.39 | | |]
| S&P 500 Multi-Utilities Index | | [removed: (1.73] | [removed: )] | | [added: |] 18.56 | | | [added: | | |] 12.09 | | | [added: | | |] 1.77 | | | [removed: 24.36] | | [added: | 24.36 | | | | | | (5.87) | | |]
| | | [added: | | | |] Indexed Returns Year Ended December 31, | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | |]
| | | [added: | | | |] Base Period | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | |]
| Company/Index | | [removed: 2014] | | | [removed: 2015] | [added: 2016] | | [removed: 2016] | | | [added: |] 2017 | | | [added: | | |] 2018 | | | [added: | | |] 2019 | | [added: | | | | 2020 | | |]
| S&P 500 Multi-Utilities Index | | [added: | | | |] 100.00 | | | [removed: 98.27] | | | [removed: 116.51] [added: 118.56] | | | [removed: 130.59] | | | 132.89 | | | [removed: 165.27] | | [added: | 135.24 | | | | | | 168.18 | | | | | | 158.31 | | |]
[removed: ][added: ]
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Plans approved by shareholders | | | — | | | | | | $ | — | | | | | 1,393,916 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 10/01/2020 — 10/31/2020 | | | 11,165 | | | | | | $ | 130.43 | | | | | — | | | | | | — | | | | | | — | | |
| 11/01/2020 — 11/30/2020 | | | 791 | | | | | | $ | 120.57 | | | | | — | | | | | | — | | | | | | — | | |
| 12/01/2020 — 12/31/2020 | | | 686 | | | | | | $ | 125.02 | | | | | — | | | | | | — | | | | | | — | | |
| Total | | | 12,642 | | | | | | | | | | | | — | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| DTE Energy Company | | | | | | 100.00 | | | | | | 126.93 | | | | | | 145.44 | | | | | | 151.54 | | | | | | 183.91 | | | | | | 178.57 | | |
| S&P 500 Index | | | | | | 100.00 | | | | | | 111.95 | | | | | | 136.38 | | | | | | 130.39 | | | | | | 171.44 | | | | | | 202.96 | | |
| | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Plans approved by shareholders | 15,000 | | | $ | 43.95 | | | 1,949,254 | |
| | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 10/01/2019 — 10/31/2019 | 2,739 | | | $ | 119.84 | | | — | | | — | | | — | |
| 11/01/2019 — 11/30/2019 | 876 | | | $ | 115.52 | | | — | | | — | | | — | |
| 12/01/2019 — 12/31/2019 | — | | | $ | — | | | — | | | — | | | — | |
| Total | 3,615 | | | | | | | — | | | | | | | |
| | |
| --- | --- |
| | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| DTE Energy Company | | 100.00 | | | 96.23 | | | 122.14 | | | 139.96 | | | 145.83 | | | 176.98 | |
| S&P 500 Index | | 100.00 | | | 101.38 | | | 113.50 | | | 138.27 | | | 132.19 | | | 173.81 | |
Item 6. Selected Financial Data
12 rewritten, 10 added, 4 removed, 3 unchanged
| | [added: | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | | | [removed: 2017] | | [added: 2017] | | [removed: 2016] | | | | [removed: 2015] [added: 2016] | | |
| | [added: | |] (In millions, except per share amounts) | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]
| Operating Revenues | [added: | |] $ | [removed: 12,669] [added: 12,177] | | | [added: | |] $ | [removed: 14,212] [added: 12,669] | | | [added: | |] $ | [removed: 12,607] [added: 14,212] | | | [added: | |] $ | [removed: 10,630] [added: 12,607] | | | [added: | |] $ | [removed: 10,337] [added: 10,630] | |
| Net Income Attributable to DTE Energy Company(a) | [added: | |] $ | [removed: 1,169] [added: 1,368] | | | [added: | |] $ | [removed: 1,120] [added: 1,169] | | | [added: | |] $ | [removed: 1,134] [added: 1,120] | | | [added: | |] $ | [removed: 868] [added: 1,134] | | | [added: | |] $ | [removed: 727] [added: 868] | |
| Diluted Earnings Per Common Share | [added: | |] $ | [removed: 6.31] [added: 7.08] | | | [added: | |] $ | [removed: 6.17] [added: 6.31] | | | [added: | |] $ | [removed: 6.32] [added: 6.17] | | | [added: | |] $ | [removed: 4.83] [added: 6.32] | | | [added: | |] $ | [removed: 4.05] [added: 4.83] | |
| Financial Information | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
| Dividends declared per share of common stock | [added: | |] $ | [removed: 3.85] [added: 4.12] | | | [added: | |] $ | [removed: 3.60] [added: 3.85] | | | [added: | |] $ | [removed: 3.36] [added: 3.60] | | | [added: | |] $ | [removed: 3.06] [added: 3.36] | | | [added: | |] $ | [removed: 2.84] [added: 3.06] | |
| Total [removed: Assets] [added: Assets(b)] | [added: | |] $ | [removed: 41,882] [added: 45,496] | | | [added: | |] $ | [removed: 36,288] [added: 42,268] | | | [added: | |] $ | [removed: 33,767] [added: 36,288] | | | [added: | |] $ | [removed: 32,041] [added: 33,767] | | | [added: | |] $ | [removed: 28,662] [added: 32,041] | |
| Long-Term [removed: Debt(b)] [added: Debt(c)] | [added: | |] $ | [removed: 15,935] [added: 19,001] | | | [added: | |] $ | [removed: 12,134] [added: 15,935] | | | [added: | |] $ | [removed: 12,185] [added: 12,134] | | | [added: | |] $ | [removed: 11,269] [added: 12,185] | | | [added: | |] $ | [removed: 8,760] [added: 11,269] | |
| [removed: Shareholders’ equity] [added: Total DTE Energy Company Equity] | [added: | |] $ | [removed: 11,672] [added: 12,425] | | | [added: | |] $ | [removed: 10,237] [added: 11,672] | | | [added: | |] $ | [removed: 9,512] [added: 10,237] | | | [added: | |] $ | [removed: 9,011] [added: 9,512] | | | [added: | |] $ | [removed: 8,772] [added: 9,011] | |
[removed: | (a) | The] [added: (a)The] 2017 results include a $105 million net income tax benefit related to the enactment of the TCJA. [removed: |]
[removed: | (b) | Long-Term] [added: (c)Long-Term] Debt includes Finance lease obligations and excludes debt due within one year. [removed: |]
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(b)The 2019 increase includes $2.8 billion of Blue Union and LEAP assets acquired in December 2019.
Refer to Note 4 to the Consolidated Financial Statements in Item 8 of this Report, “Acquisitions and Dispositions,” for additional information.
| | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | |
| --- | --- |
Item 8. Financial Statements and Supplementary Data
1,543 rewritten, 1,128 added, 414 removed, 1,192 unchanged
| | [added: | |] Page | [added: | |]
| [DTE Energy — Controls and [removed: Procedures](#s7049AFF1B1FF5983A86D603BC8DE1D08)] [added: Procedures](#if45271c755f142f2b4aede2bde30dc33_64)] | [removed: [55](#s7049AFF1B1FF5983A86D603BC8DE1D08)] | [added: | [59](#if45271c755f142f2b4aede2bde30dc33_64) | | |]
| [DTE Energy — Report of Independent Registered Public Accounting [removed: Firm](#s8EB1A2E1BE2D5141AC80E1E987DB08E0)] [added: Firm](#if45271c755f142f2b4aede2bde30dc33_67)] | [removed: [56](#s8EB1A2E1BE2D5141AC80E1E987DB08E0)] | [added: | [60](#if45271c755f142f2b4aede2bde30dc33_67) | | |]
| [DTE Energy — Consolidated Statements of [removed: Operations](#s41B19E903338578D98741252712DEE05)] [added: Operations](#if45271c755f142f2b4aede2bde30dc33_70)] | [removed: [60](#s41B19E903338578D98741252712DEE05)] | [added: | [62](#if45271c755f142f2b4aede2bde30dc33_70) | | |]
| [DTE Energy — Consolidated Statements of Comprehensive [removed: Income](#s14F8A2F7DF2F5CCD956F84618B4BCB70)] [added: Income](#if45271c755f142f2b4aede2bde30dc33_73)] | [removed: [61](#s14F8A2F7DF2F5CCD956F84618B4BCB70)] | [added: | [63](#if45271c755f142f2b4aede2bde30dc33_73) | | |]
| [DTE Energy — Consolidated Statements of Financial [removed: Position](#sD1BC0C30F82753DAAE4F34038ADF99AF)] [added: Position](#if45271c755f142f2b4aede2bde30dc33_79)] | [removed: [62](#sD1BC0C30F82753DAAE4F34038ADF99AF)] | [added: | [64](#if45271c755f142f2b4aede2bde30dc33_79) | | |]
| [DTE Energy — Consolidated Statements of Cash [removed: Flows](#s90DF2161B3D85F9294533DD85C3007FC)] [added: Flows](#if45271c755f142f2b4aede2bde30dc33_85)] | [removed: [64](#s90DF2161B3D85F9294533DD85C3007FC)] | [added: | [66](#if45271c755f142f2b4aede2bde30dc33_85) | | |]
| [DTE Energy — Consolidated Statements of Changes in [removed: Equity](#sFFAACC90729B571394E04ED2FF12AF11)] [added: Equity](#if45271c755f142f2b4aede2bde30dc33_88)] | [removed: [65](#sFFAACC90729B571394E04ED2FF12AF11)] | [added: | [67](#if45271c755f142f2b4aede2bde30dc33_88) | | |]
| [DTE Electric — Controls and [removed: Procedures](#s22980FE1BC6C5019A19D53F03D79BFCF)] [added: Procedures](#if45271c755f142f2b4aede2bde30dc33_94)] | [removed: [66](#s22980FE1BC6C5019A19D53F03D79BFCF)] | [added: | [68](#if45271c755f142f2b4aede2bde30dc33_94) | | |]
| [DTE Electric — Report of Independent Registered Public Accounting [removed: Firm](#sBE8A7941591B535486406D71FEC9BA8C)] [added: Firm](#if45271c755f142f2b4aede2bde30dc33_97)] | [removed: [67](#sBE8A7941591B535486406D71FEC9BA8C)] | [added: | [69](#if45271c755f142f2b4aede2bde30dc33_97) | | |]
| [DTE Electric — Consolidated Statements of [removed: Operations](#sCC4AA6EF4F9D553EB5768362608F2036)] [added: Operations](#if45271c755f142f2b4aede2bde30dc33_100)] | [removed: [68](#sCC4AA6EF4F9D553EB5768362608F2036)] | [added: | [71](#if45271c755f142f2b4aede2bde30dc33_100) | | |]
| [DTE Electric — Consolidated Statements of Comprehensive [removed: Income](#s3740E5F8FD5B50128A9C464380F4374B)] [added: Income](#if45271c755f142f2b4aede2bde30dc33_103)] | [removed: [69](#s3740E5F8FD5B50128A9C464380F4374B)] | [added: | [72](#if45271c755f142f2b4aede2bde30dc33_103) | | |]
| [DTE Electric — Consolidated Statements of Financial [removed: Position](#sAF04D9F76C1356A1B0D9F184865AFB78)] [added: Position](#if45271c755f142f2b4aede2bde30dc33_109)] | [removed: [70](#sAF04D9F76C1356A1B0D9F184865AFB78)] | [added: | [73](#if45271c755f142f2b4aede2bde30dc33_109) | | |]
| [DTE Electric — Consolidated Statements of Cash [removed: Flows](#sA001A7B87AB05744B2CB6E4FE7E81B1C)] [added: Flows](#if45271c755f142f2b4aede2bde30dc33_115)] | [removed: [72](#sA001A7B87AB05744B2CB6E4FE7E81B1C)] | [added: | [75](#if45271c755f142f2b4aede2bde30dc33_115) | | |]
| [DTE Electric — Consolidated Statements of Changes in Shareholder's [removed: Equity](#sE6AA1B837FC35370A4EF13EA58502055)] [added: Equity](#if45271c755f142f2b4aede2bde30dc33_118)] | [removed: [73](#sE6AA1B837FC35370A4EF13EA58502055)] | [added: | [76](#if45271c755f142f2b4aede2bde30dc33_118) | | |]
[removed: | [Combined] [added: Combined] Notes to Consolidated Financial [removed: Statements](#s81AF1807A07C5AEC887529C275487069) | [74](#s81AF1807A07C5AEC887529C275487069) |][added: Statements — (Continued)]
[removed: | [Note] [added: NOTE] 1 — [removed: Organization and Basis of Presentation](#sB457CA62C10350DC8AE1F43823BC8CEB) | [74](#sB457CA62C10350DC8AE1F43823BC8CEB) |][added: ORGANIZATION AND BASIS OF PRESENTATION]
[removed: | [Note] [added: NOTE] 2 — [removed: Significant Accounting Policies](#s67A4D5170F84500D8386144DF8DC3AE7) | [78](#s67A4D5170F84500D8386144DF8DC3AE7) |][added: SIGNIFICANT ACCOUNTING POLICIES]
[removed: | [Note] [added: NOTE] 3 — [removed: New Accounting Pronouncements](#sB0ECC0E7FF2556DB9913815721AABA81) | [83](#sB0ECC0E7FF2556DB9913815721AABA81) |][added: NEW ACCOUNTING PRONOUNCEMENTS]
[removed: | [Note] [added: NOTE] 4 — [removed: Acquisitions](#se2b7e6ca84c846a38c4ba65bc0b5ed8d) | [85](#se2b7e6ca84c846a38c4ba65bc0b5ed8d) |][added: ACQUISITIONS AND DISPOSITIONS]
[removed: | [Note] [added: NOTE] 5 — [removed: Revenue](#sEFDC47A8B2025D89908CED8DD376B06D) | [87](#sEFDC47A8B2025D89908CED8DD376B06D) |][added: REVENUE]
[removed: | [Note] [added: NOTE] 6 — [removed: Goodwill](#sD51D37B1433650BA8A50CE87C53A74F7) | [91](#sD51D37B1433650BA8A50CE87C53A74F7) |][added: GOODWILL]
[removed: | [Note] [added: NOTE] 7 — [removed: Property, Plant, and Equipment](#sD9B6C7A4C66E5961AFC6B3D01C36E428) | [92](#sD9B6C7A4C66E5961AFC6B3D01C36E428) |][added: PROPERTY, PLANT, AND EQUIPMENT]
[removed: | [Note] [added: NOTE] 8 — [removed: Jointly-Owned Utility Plant](#s3E5B81F0E9085AFEA4B772CE522BC2E0) | [94](#s3E5B81F0E9085AFEA4B772CE522BC2E0) |][added: JOINTLY-OWNED UTILITY PLANT]
[removed: | [Note] [added: NOTE] 9 — [removed: Asset Retirement Obligations](#s7D6A86FE380B52E99745628997066665) | [94](#s7D6A86FE380B52E99745628997066665) |][added: ASSET RETIREMENT OBLIGATIONS]
[removed: | [Note] [added: NOTE] 10 — [removed: Regulatory Matters](#s90E1DF20DA5555C8B3D16CE4281368CC) | [96](#s90E1DF20DA5555C8B3D16CE4281368CC) |][added: REGULATORY MATTERS]
[removed: | [Note] [added: NOTE] 11 — [removed: Income Taxes](#s6BD1725B20A65EEEAF41DEA04A4622E4) | [100](#s6BD1725B20A65EEEAF41DEA04A4622E4) |][added: INCOME TAXES]
[removed: | [Note] [added: NOTE] 12 — [removed: Earnings Per Share](#sC3B42F9EFE7754A1B774C311FB4E7280) | [103](#sC3B42F9EFE7754A1B774C311FB4E7280) |][added: EARNINGS PER SHARE]
[removed: | [Note] [added: NOTE] 13 — [removed: Fair Value](#sBD23D1BDFBFA5069950E14084622CA96) | [104](#sBD23D1BDFBFA5069950E14084622CA96) |][added: FAIR VALUE]
[removed: | [Note] [added: NOTE] 14 — [removed: Financial and Other Derivative Instruments](#s8F08935F634A5F3BB451FF0DBBC50DD9) | [110](#s8F08935F634A5F3BB451FF0DBBC50DD9) |][added: FINANCIAL AND OTHER DERIVATIVE INSTRUMENTS]
[removed: | [Note] [added: NOTE] 15 — [removed: Long-Term Debt](#s95490367986D53E2A885779BBBEBC7A5) | [116](#s95490367986D53E2A885779BBBEBC7A5) |][added: LONG-TERM DEBT]
[removed: | [Note] [added: NOTE] 16 — [removed: Preferred and Preference Securities](#sD9AB12AE9D4756B1B3F33A6157F994B8) | [119](#sD9AB12AE9D4756B1B3F33A6157F994B8) |][added: PREFERRED AND PREFERENCE SECURITIES]
[removed: | [Note] [added: NOTE] 17 — [removed: Short-Term Credit Arrangements and Borrowings](#s686122C96F9E571C8D584E380A958B04) | [119](#s686122C96F9E571C8D584E380A958B04) |][added: SHORT-TERM CREDIT ARRANGEMENTS AND BORROWINGS]
[removed: | [Note] [added: NOTE] 19 — [removed: Commitments and Contingencies](#s555432DB273859FA835EADAC215239DE) | [126](#s555432DB273859FA835EADAC215239DE) |][added: COMMITMENTS AND CONTINGENCIES]
[removed: | [Note] [added: NOTE] 20 — [removed: Nuclear Operations](#s71C2A20C350653CDB49E91C65796FD40) | [131](#s71C2A20C350653CDB49E91C65796FD40) |][added: NUCLEAR OPERATIONS]
[removed: | [Note] [added: NOTE] 21 — [removed: Retirement Benefits and Trusteed Assets](#s01DD22C6541A5ADA94EAAF29462FCFBD) | [132](#s01DD22C6541A5ADA94EAAF29462FCFBD) |][added: RETIREMENT BENEFITS AND TRUSTEED ASSETS]
[removed: | [Note] [added: NOTE] 22 — [removed: Stock-Based Compensation](#s7E5BBF99C98250DFBB89AEA432CFA94B) | [142](#s7E5BBF99C98250DFBB89AEA432CFA94B) |][added: STOCK-BASED COMPENSATION]
[removed: | [Note] [added: NOTE] 23 — [removed: Segment and Related Information](#sB87317A927895A6ABC1228AF5196168B) | [144](#sB87317A927895A6ABC1228AF5196168B) |][added: SEGMENT AND RELATED INFORMATION]
[removed: | [Note] [added: NOTE] 24 — [removed: Related Party Transactions](#s7DD1FCFE32EE5B5B9C6D9F7D049AD17E) | [147](#s7DD1FCFE32EE5B5B9C6D9F7D049AD17E) |][added: RELATED PARTY TRANSACTIONS]
[removed: | [Note] [added: NOTE] 25 — [removed: Supplementary Quarterly Financial Information (Unaudited)](#s739D8A0382465DFAB0F3158DA3A974BF) | [148](#s739D8A0382465DFAB0F3158DA3A974BF) |][added: SUPPLEMENTARY QUARTERLY FINANCIAL INFORMATION (UNAUDITED)]
| [Combined Notes to Consolidated Financial Statements](#if45271c755f142f2b4aede2bde30dc33_121) | | | [77](#if45271c755f142f2b4aede2bde30dc33_121) | | |
| [Note 4 — Acquisitions and Dispositions](#if45271c755f142f2b4aede2bde30dc33_139) | | | [89](#if45271c755f142f2b4aede2bde30dc33_139) | | |
| [Note 7 — Property, Plant, and Equipment](#if45271c755f142f2b4aede2bde30dc33_154) | | | [96](#if45271c755f142f2b4aede2bde30dc33_154) | | |
| [Note 18 — Leases](#if45271c755f142f2b4aede2bde30dc33_205) | | | [128](#if45271c755f142f2b4aede2bde30dc33_205) | | |
| [Note 19 — Commitments and Contingencies](#if45271c755f142f2b4aede2bde30dc33_208) | | | [131](#if45271c755f142f2b4aede2bde30dc33_208) | | |
| [Note 21 — Retirement Benefits and Trusteed Assets](#if45271c755f142f2b4aede2bde30dc33_220) | | | [139](#if45271c755f142f2b4aede2bde30dc33_220) | | |
| [Note 22 — Stock-Based Compensation](#if45271c755f142f2b4aede2bde30dc33_226) | | | [149](#if45271c755f142f2b4aede2bde30dc33_226) | | |
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | 3,498 | | | | | | 3,086 | | |
| | | | 3,919 | | | | | | 3,788 | | |
| | | | 27,969 | | | | | | 25,317 | | |
| | | | 10,110 | | | | | | 10,077 | | |
| Total Assets | | | $ | 45,496 | | | | | $ | 42,268 | |
| | | | 2,691 | | | | | | 3,997 | | |
| | | | 19,001 | | | | | | 15,935 | | |
| Accrued postretirement liability | | | 407 | | | | | | 385 | | |
| Other | | | 371 | | | | | | 428 | | |
| | |
| --- | --- |
| [Note 18 — Capital and Operating Leases](#s79B46E9E2C115CBFA333900589E22BAB) | [120](#s79B46E9E2C115CBFA333900589E22BAB) |
Management has excluded the acquisition of M5 Louisiana Gathering, LLC and its wholly owned subsidiaries (“Blue Union and LEAP”) from the Company’s assessment of internal control over financial reporting as of December 31, 2019 as it was acquired by the Company in an acquisition on December 4, 2019.
Blue Union and LEAP represent approximately 3% of consolidated total assets as of December 31, 2019 and less than 1% of total revenues and other income for the year ended December 31, 2019.
We plan to fully integrate the acquired businesses into our internal control over financial reporting in 2020.
As described in Management’s report on internal control over financial reporting, management has excluded the acquisition of M5 Louisiana Gathering, LLC and its wholly owned subsidiaries from its assessment of internal control over financial reporting as of December 31, 2019 because they were acquired by the Company in a business combination during 2019.
We have also excluded M5 Louisiana Gathering, LLC and its wholly owned subsidiaries from our audit of internal control over financial reporting.
M5 Louisiana Gathering, LLC and its wholly owned subsidiaries are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 3% and less than 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2019.
*Acquisition of M5 Louisiana Gathering, LLC - Customer Relationship Intangible Assets*
As described in Note 4 to the consolidated financial statements, the Company completed the acquisition of M5 Louisiana Gathering, LLC for $2.74 billion in 2019, which resulted in $1.47 billion of customer relationship intangible assets being recorded.
Key management estimates and inputs include revenue and expense projections and discount rates based on the risks associated with the entities.
The principal considerations for our determination that performing procedures relating to the acquisition of M5 Gathering - customer relationship intangible assets is a critical audit matter are there was significant judgment by management in determining the fair value of the intangible assets acquired, which includes significant estimates and inputs related to revenue and expense projections, discount rates, and expected renewal rates of existing customer contracts.
This in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and in evaluating the audit evidence obtained related to these estimates and inputs.
In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.
These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the intangible assets and controls over development of the significant estimates and inputs related to the valuation of the intangible assets, including revenue and expense projections, discount rates, and expected renewals rates of existing customer contracts.
These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for estimating the fair value of the intangible assets; and (iii) testing management’s cash flow projections used to estimate the fair value of the intangible assets, including testing customer renewal rate assumptions included in the projections.
Testing management’s process included evaluating the appropriateness of the valuation method and the reasonableness of significant estimates and inputs, including the revenue and expense projections, expected renewal rates, and the discount rate for the intangible assets.
Evaluating the reasonableness of these assumptions included agreeing revenue projections, consisting of pricing and minimum volume commitments, to customer contracts, comparing projections to prior year actual results and obtaining support for the expected renewal rates which included analyzing industry data on the production lives of the reserves in the region.
We used professionals with specialized skill and knowledge to assist in evaluating the appropriateness of the valuation method and discount rates.
This in turn led to significant audit judgment and effort in evaluating the appropriateness of management’s assessment and audit evidence obtained related to the assessment.
*Valuation of Level 3 Derivative Instruments*
As described in Notes 13 and 14 to the consolidated financial statements, the fair value of level 3 derivative assets was $160 million and the fair value of level 3 derivative liabilities was $156 million as of December 31, 2019.
Contracts classified as derivative instruments include electricity, natural gas, oil, certain environmental contracts, certain coal forwards, futures, options, swaps, and foreign currency exchange contracts.
Management primarily uses a discounted cash flow valuation technique to value level 3 assets and liabilities, which include forward basis prices as unobservable inputs.
Other inputs to the valuation model include commodity market prices, broker quotes, interest rates, credit ratings, default rates, market-based seasonality, and basis differential factors.
The principal considerations for our determination that performing procedures relating to the valuation of level 3 derivative instruments is a critical audit matter are there was significant judgment by management to determine the fair value of these instruments due to the use of internally-developed models or methodologies, which included significant assumptions related to forward basis prices, commodity market prices, broker quotes, and basis differential factors.
This in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and in evaluating the audit evidence obtained related to the valuation, and the audit effort involved the use of professionals with specialized skill and knowledge.
These procedures included testing the effectiveness of controls relating to the valuation of level 3 derivative instruments, including controls over the models and methodologies, data, and significant assumptions.
These procedures also included, among others, testing the underlying data used in the estimate, evaluating the appropriateness of the models and methodologies, and evaluating the reasonableness of significant assumptions used by management in developing the fair value measurement related to forward basis prices, commodity market prices, broker quotes, and basis differential factors.
We used professionals with specialized skill and knowledge to assist in evaluating the appropriateness of the internally developed models and methodologies, including assessing the methodology used to develop forward basis prices and assessing the key inputs and assumptions used in the models, including commodity market prices, broker quotes, and basis differential factors.
February 5, 2020
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net unrealized gains on investments during the period, net of taxes of $—, $—, and $1, respectively | — | | | | — | | | | 1 | | |
| | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | 3,086 | | | | 3,260 | | |
| | 3,788 | | | | 3,368 | | |
An excerpt. Shown here: 40 of 1,543 rewritten, 40 of 1,128 added and 40 of 414 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2020 filing and the FY2019 filing.
Item 9B. Other Information
0 rewritten, 3 added, 0 removed, 2 unchanged
Information required of DTE Energy by Part III (Items 10, 11, 12, 13, and 14) of this Form 10-K is incorporated by reference from DTE Energy’s definitive Proxy Statement for its 2021 Annual Meeting of Shareholders to be held May 20, 2021.
The Proxy Statement will be filed with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of DTE Energy's 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.
Information required of DTE Electric by Part III (Items 10, 11, 12, and 13) of this Form 10-K is omitted per General Instruction I (2) (c) of Form 10-K for wholly-owned subsidiaries (reduced disclosure format).
Item 13. Certain Relationships and Related Transactions, and Director Independence
0 rewritten, 0 added, 2 removed, 0 unchanged
DTE Electric
Information required of DTE Electric by Part III (Items 10, 11, 12, and 13) of this Form 10-K is omitted per General Instruction I (2) (c) of Form 10-K for wholly-owned subsidiaries (reduced disclosure format).
Item 14. Principal Accountant Fees and Services
7 rewritten, 4 added, 9 removed, 6 unchanged
The following table presents fees for professional services rendered by [removed: PwC] [added: PricewaterhouseCoopers LLP (PwC)] for the audit of DTE Electric’s [added: consolidated] annual financial statements for the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018, respectively,] [added: 2019] and fees billed for other services rendered by PwC during those periods.
| Audit fees(a) | [added: | |] $ | [removed: 1,408,900] [added: 1,492,572] | | | [added: | |] $ | [removed: 1,393,500] [added: 1,408,900] | |
| Audit-related fees(b) | [removed: 52,000] | | [added: 12,000] | | [added: | | | |] 52,000 | | |
| Total | [added: | |] $ | [removed: 1,460,900] [added: 1,504,572] | | | [added: | |] $ | [removed: 1,445,500] [added: 1,460,900] | |
[removed: | (a) | Represents] [added: (a)Represents] the aggregate fees for the audits of DTE Electric’s [removed: annual] [added: consolidated] financial statements included in the Annual Reports on Form [removed: 10-K and for the] [added: 10-K,] reviews of the [added: consolidated] financial statements included in the Quarterly Reports on Form [removed: 10-Q. |][added: 10-Q, and audit services provided in connection with certain regulatory filings and debt issuances.]
[removed: | (b) | Represents] [added: (b)Represents] the aggregate fees billed for audit-related services [removed: for] [added: and] various attest services. [removed: |]
The DTE Energy Audit Committee may delegate to the chair of the Audit Committee, or to one or more other designated members of the Audit Committee, the authority to grant pre-approvals of all permitted services or classes of these permitted services to be provided by the independent [removed: auditor up to, but not exceeding, a pre-defined limit.][added: auditor.]
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 2020 | | | | | | 2019 | | |
Audit fees are presented on an Audit Year basis in accordance with SEC guidelines and include an estimate of fees incurred for the most recent Audit Year.
DTE Energy
Information required of DTE Energy by Part III (Items 10, 11, 12, 13, and 14) of this Form 10-K is incorporated by reference from DTE Energy’s definitive Proxy Statement for its 2020 Annual Meeting of Shareholders to be held May 7, 2020.
The Proxy Statement will be filed with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of DTE Energy's 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.
For the years ended December 31, 2019 and 2018, professional services were performed by PricewaterhouseCoopers LLP (PwC).
| | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | 2019 | | | | 2018 | | |
| | |
| --- | --- |
Item 15. Exhibits and Financial Statement Schedules
148 rewritten, 205 added, 8 removed, 0 unchanged
[removed: | A. | The] [added: A.The] following documents are filed as part of this Annual Report on Form 10-K. [removed: |]
[removed: | (1) | Consolidated Financial Statements.] See "Item 8 — Financial Statements and Supplementary Data." [removed: |]
[removed: | (2) | Financial statement schedule.] See "Item 8 — Financial Statements and Supplementary Data." [removed: |]
[removed: | (3) | Exhibits. |][added: (c)Exhibits.]
| Exhibit Number | | [added: | | | |] Description | | [removed: DTE Energy] | | [removed: DTE Electric] | [added: | DTE Energy | | | | | | DTE Electric | | |]
| | | [added: | | | |] (i) Exhibits filed herewith: | | | | | [added: | | | | | | | | | |]
| [removed: [4.310](https://www.sec.gov/Archives/edgar/data/936340/000093634020000127/a20191231ex4310.htm)] | | [removed: Supplemental] [added: | | | | [Supplemental] Indenture dated as of November 1, 2019, to the Amended and Restated Indenture, dated as of April 9, 2001, between DTE Energy Company and The Bank of New York Mellon Trust Company, N.A., as successor [removed: trustee.] [added: trustee (Exhibit 4-310 to DTE Energy’s Form 10-K for the year ended December 31, 2019).] (2019 Series G and [removed: H)] [added: H)](https://www.sec.gov/Archives/edgar/data/28385/000093634020000127/a20191231ex4310.htm)] | | [added: | | | |] X | | | [added: | | | | | |]
| [removed: [4.311](https://www.sec.gov/Archives/edgar/data/936340/000093634020000127/a20191231ex4311.htm)] | | [removed: Description] [added: | | | | [Description] of the Company’s Common [removed: stock] [added: Stock (Exhibit 4-311 to DTE Energy’s Form 10-K for the year ended December 31, 2019)](https://www.sec.gov/Archives/edgar/data/28385/000093634020000127/a20191231ex4311.htm)] | | [added: | | | |] X | | | [added: | | | | | |]
| [removed: [4.312](https://www.sec.gov/Archives/edgar/data/936340/000093634020000127/a20191231ex4312.htm)] [added: [4.320](https://www.sec.gov/Archives/edgar/data/936340/000093634021000112/a20201231ex4320.htm)] | | [added: | | | |] Description of the Company’s: [removed: 2012 Series C 5.25% Junior Subordinated Debentures due 2062;] 2016 Series B 5.375% Junior Subordinated Debentures due 2076; 2016 Series F 6.00% Junior Subordinated Debentures due 2076; and 2017 Series E 5.25% Junior Subordinated Debentures due 2077 | | [added: | | | |] X | | | [added: | | | | | |]
| [removed: [4.313](https://www.sec.gov/Archives/edgar/data/936340/000093634020000127/a20191231ex4313.htm)] | | [removed: Description] [added: | | | | [Description] of the [removed: Company's] [added: Company’s] 2019 6.25% Corporate Units [added: (Exhibit 4-313 to DTE (Exhibit 4-313 to DTE Energy’s Form 10-K for the year ended December 31, 2019](https://www.sec.gov/Archives/edgar/data/28385/000093634020000127/a20191231ex4313.htm))] | | [added: | | | |] X | | | [added: | | | | | |]
| [removed: [10.107](https://www.sec.gov/Archives/edgar/data/936340/000093634020000127/a20191231ex10107.htm)] [added: 10(x)] | | [added: | | | |] Certain arrangements pertaining to the employment of Gerardo Norcia, dated July 1, 2019 [added: (Exhibit 10.107 to DTE Energy's Form 10-K for the year ended December 31, 2019)] | | [added: | | | |] X | | | [added: | | | | | |]
| [removed: [21.15](https://www.sec.gov/Archives/edgar/data/936340/000093634020000127/a20191231ex2115.htm)] [added: [21.16](https://www.sec.gov/Archives/edgar/data/936340/000093634021000112/a20201231ex2116.htm)] | | [added: | | | |] Subsidiaries of DTE Energy | | [added: | | | |] X | | | [added: | | | | | |]
| [removed: [23.38](https://www.sec.gov/Archives/edgar/data/936340/000093634020000127/a20191231ex2338.htm)] [added: [23.40](https://www.sec.gov/Archives/edgar/data/936340/000093634021000112/a20201231ex2340.htm)] | | [added: | | | |] Consent of PricewaterhouseCoopers LLP | | [added: | | | |] X | | | [added: | | | | | |]
| [removed: [23.39](https://www.sec.gov/Archives/edgar/data/936340/000093634020000127/a20191231ex2339.htm)] [added: [23.41](https://www.sec.gov/Archives/edgar/data/936340/000093634021000112/a20201231ex2341.htm)] | | [added: | | | |] Consent of PricewaterhouseCoopers LLP | | | | [added: | | | | | | | |] X | [added: | |]
| [removed: [31.173](https://www.sec.gov/Archives/edgar/data/936340/000093634020000127/a20191231ex31173.htm)] [added: [31.189](https://www.sec.gov/Archives/edgar/data/936340/000093634021000112/a20201231ex31189.htm)] | | [added: | | | |] Chief Executive Officer Section 302 Form 10-K Certification of Periodic Report | | [added: | | | |] X | | | [added: | | | | | |]
| [removed: [31.174](https://www.sec.gov/Archives/edgar/data/936340/000093634020000127/a20191231ex31174.htm)] [added: [31.190](https://www.sec.gov/Archives/edgar/data/936340/000093634021000112/a20201231ex31190.htm)] | | [added: | | | |] Chief Financial Officer Section 302 Form 10-K Certification of Periodic Report | | [added: | | | |] X | | | [added: | | | | | |]
| [removed: [31.175](https://www.sec.gov/Archives/edgar/data/936340/000093634020000127/a20191231ex31175.htm)] [added: [31.191](https://www.sec.gov/Archives/edgar/data/936340/000093634021000112/a20201231ex31191.htm)] | | [added: | | | |] Chief Executive Officer Section 302 Form 10-K Certification of Periodic Report | | | | [added: | | | | | | | |] X | [added: | |]
| [removed: [31.176](https://www.sec.gov/Archives/edgar/data/936340/000093634020000127/a20191231ex31176.htm)] [added: [31.192](https://www.sec.gov/Archives/edgar/data/936340/000093634021000112/a20201231ex31192.htm)] | | [added: | | | |] Chief Financial Officer Section 302 Form 10-K Certification of Periodic Report | | | | [added: | | | | | | | |] X | [added: | |]
| 101.INS | | [added: | | | |] XBRL Instance Document | | [added: | | | |] X | | [added: | | | |] X | [added: | |]
| 101.SCH | | [added: | | | |] XBRL Taxonomy Extension Schema | | [added: | | | |] X | | [added: | | | |] X | [added: | |]
| 101.CAL | | [added: | | | |] XBRL Taxonomy Extension Calculation Linkbase | | [added: | | | |] X | | [added: | | | |] X | [added: | |]
| 101.DEF | | [added: | | | |] XBRL Taxonomy Extension Definition Database | | [added: | | | |] X | | [added: | | | |] X | [added: | |]
| 101.LAB | | [added: | | | |] XBRL Taxonomy Extension Label Linkbase | | [added: | | | |] X | | [added: | | | |] X | [added: | |]
| 101.PRE | | [added: | | | |] XBRL Taxonomy Extension Presentation Linkbase | | [added: | | | |] X | | [added: | | | |] X | [added: | |]
| 104 | | [added: | | | |] Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | [added: | | | |] X | | [added: | | | |] X | [added: | |]
| | | [added: | | | |] (ii) Exhibits furnished herewith: | | | | | [added: | | | | | | | | | |]
| [removed: [32.173](https://www.sec.gov/Archives/edgar/data/936340/000093634020000127/a20191231ex32173.htm)] [added: [32.189](https://www.sec.gov/Archives/edgar/data/936340/000093634021000112/a20201231ex32189.htm)] | | [added: | | | |] Chief Executive Officer Section 906 Form 10-K Certification of Periodic Report | | [added: | | | |] X | | | [added: | | | | | |]
| [removed: [32.174](https://www.sec.gov/Archives/edgar/data/936340/000093634020000127/a20191231ex32174.htm)] [added: [32.190](https://www.sec.gov/Archives/edgar/data/936340/000093634021000112/a20201231ex32190.htm)] | | [added: | | | |] Chief Financial Officer Section 906 Form 10-K Certification of Periodic Report | | [added: | | | |] X | | | [added: | | | | | |]
| [removed: [32.175](https://www.sec.gov/Archives/edgar/data/936340/000093634020000127/a20191231ex32175.htm)] [added: [32.191](https://www.sec.gov/Archives/edgar/data/936340/000093634021000112/a20201231ex32191.htm)] | | [added: | | | |] Chief Executive Officer Section 906 Form 10-K Certification of Periodic Report | | | | [added: | | | | | | | |] X | [added: | |]
| [removed: [32.176](https://www.sec.gov/Archives/edgar/data/936340/000093634020000127/a20191231ex32176.htm)] [added: [32.192](https://www.sec.gov/Archives/edgar/data/936340/000093634021000112/a20201231ex32192.htm)] | | [added: | | | |] Chief Financial Officer Section 906 Form 10-K Certification of Periodic Report | | | | [added: | | | | | | | |] X | [added: | |]
| | | [added: | | | |] (iii) Exhibits incorporated by reference: | | | | | [added: | | | | | | | | | |]
| Certain exhibits listed below refer to "The Detroit Edison Company" and "Michigan Consolidated Gas Company" and were effective prior to the change to DTE Electric Company and DTE Gas Company, respectively, effective January 1, 2013. | | | | | | | [added: | | | | | | | | | | | | | |]
| 3(a) | | [added: | | | |] [Amended Bylaws of DTE Energy Company, as amended through September 17, 2015 (Exhibit 3.1 to DTE Energy’s Form 8-K dated September 17, 2015).](http://www.sec.gov/Archives/edgar/data/936340/000093634015000153/exhibit31bylaws-september2.htm) | | [added: | | | |] X | | | [added: | | | | | |]
| 3(b) | | [added: | | | |] [Amended and Restated Articles of Incorporation of DTE Energy Company, dated December 13, 1995 and as amended from time to time (Exhibit 3-1 to DTE Energy’s Form 8-K dated May 6, 2010).](http://www.sec.gov/Archives/edgar/data/936340/000095012310048538/c00908exv3w1.htm) | | [added: | | | |] X | | | [added: | | | | | |]
| 3(c) | | [added: | | | |] [Articles of Incorporation of DTE Electric Company, as amended effective January 1, 2013. (Exhibit 3-1 to DTE Electric's Form 8-K filed January 2, 2013).](http://www.sec.gov/Archives/edgar/data/28385/000093634013000005/exhibit311213.htm) | | | | [added: | | | | | | | |] X | [added: | |]
| 3(d) | | [added: | | | |] [Bylaws of The Detroit Edison Company, as amended through September 22, 1999. (Exhibit 3-14 to DTE Electric's Form 10-Q for the quarter ended September 30, 1999).](http://www.sec.gov/Archives/edgar/data/28385/000095012499005745/0000950124-99-005745.txt) | | | | [added: | | | | | | | |] X | [added: | |]
| 4(a) | | [added: | | | |] [Amended and Restated Indenture, dated as of April 9, 2001, between DTE Energy Company and The Bank of New York, as trustee (Exhibit 4.1 to Registration Statement on Form S-3 (File No. 333-58834)) and indentures supplemental thereto, dated as of dates indicated below, and filed as exhibits to the filings set forth below:](http://www.sec.gov/Archives/edgar/data/936340/000095012401002161/k61633ex4-1.txt) | | [added: | | | |] X | | | [added: | | | | | |]
| | | [added: | | | |] [Supplemental Indenture, dated as of April 1, 2003, between DTE Energy Company and The Bank of New York, as trustee (Exhibit 4(o) to DTE Energy’s Form 10-Q for the quarter ended March 31, 2003). (2003 Series A 6 3/8% Senior Notes due 2033)](http://www.sec.gov/Archives/edgar/data/936340/000095012403001785/k76745exv4wxoy.txt) | | [added: | | | |] X | | | [added: | | | | | |]
| | | [added: | | | |] [Supplemental Indenture, dated as of September 1, [removed: 2012,] [added: 2016, to the Amended and Restated Indenture, dated as of April 9, 2001, by and] between DTE Energy Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit [removed: 4-275] [added: 4.1] to DTE [removed: Energy’s] [added: Energy's] Form 8-K dated October [removed: 1, 2012). (2012] [added: 5, 2016). (2016] Series [removed: C 5.25% Junior Subordinated Debentures due 2062)](http://www.sec.gov/Archives/edgar/data/936340/000093634012000100/exhibit4-275.htm)] [added: C)](http://www.sec.gov/Archives/edgar/data/936340/000093634016000405/exhibit41.htm)] | | [added: | | | |] X | | | [added: | | | | | |]
| | | [added: | | | |] [Supplemental Indenture, dated as of December 1, 2013, between DTE Energy and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-282 to DTE Energy’s Form 10-K for the year ended December 31, 2013). (2013 Series F Senior Notes due 2023)](http://www.sec.gov/Archives/edgar/data/936340/000093634014000014/a20131231ex4-282.htm) | | [added: | | | |] X | | | [added: | | | | | |]
(a)Consolidated Financial Statements.
(b)Financial statement schedule.
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| [4.321](https://www.sec.gov/Archives/edgar/data/936340/000093634021000112/a20201231ex4321.htm) | | | | | | Description of the Company’s 2020 Series G 4.375% Junior Subordinated Debentures due 2080 | | | | | | X | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Exhibit Number | | | | | | Description | | | | | | DTE Energy | | | | | | DTE Electric | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | |
| --- | --- |
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | | [Forty-seventh Supplemental Indenture, dated as of December 1, 2016 to Indenture of Mortgage and Deed of Trust dated as of March 1, 1944 between DTE Gas Company and Citibank, N.A. (Exhibit 4-297 to DTE Energy’s Form 10-K for the year ended December 31, 2016). (2016 First Mortgage Bonds Series G)](http://www.sec.gov/Archives/edgar/data/28385/000093634017000064/a20161231ex4297.htm) | | X | | |
| | | [Forty-eight Supplemental Indenture, dated as of September 1, 2017 to Indenture of Mortgage and Deed of Trust dated as of March 1, 1944 between DTE Gas Company and Citibank, N.A. (Exhibit 10-108 to DTE Energy’s Form 10-Q for the quarter ended September 30, 2017). (2017 First Mortgage Bonds Series C and D)](http://www.sec.gov/Archives/edgar/data/28385/000093634017000242/dtegas48thsupplementalinde.htm) | | X | | |
| | | [Forty-ninth Supplemental Indenture dated as of August 1, 2018, to Indenture of Mortgage and Deed of Trust, dated as of March 1, 1944, between DTE Gas Company and Citibank, N.A., trustee (Exhibit 4-300 to DTE Energy’s Form 10-Q for the quarter ended September 30, 2018). (2018 Series B and C)](http://www.sec.gov/Archives/edgar/data/28385/000093634018000233/a20180930ex4300.htm) | | X | | |
| | | [Fiftieth Supplemental Indenture dated as of October 1, 2019, to Indenture of Mortgage and Deed of Trust, dated as of March 1, 1944, between DTE Gas Company and Citibank, N.A., trustee (Exhibit 4-307 to DTE Energy’s Form 10-Q for the quarter ended September 30, 2019). (2019 Series D and E)](http://www.sec.gov/Archives/edgar/data/28385/000093634019000256/a20190630ex4307.htm) | | X | | |
An excerpt. Shown here: 40 of 148 rewritten, 40 of 205 added and all 8 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules in the FY2020 filing and the FY2019 filing.
Item 16. Form 10-K Summary
44 rewritten, 44 added, 11 removed, 14 unchanged
| | [added: | |] Year Ending December 31, | | | | | | | | | | | [added: | | | |]
| | [removed: 2019] | | [added: 2020] | | [removed: 2018] | | | | [removed: 2017] [added: 2019] | | | [added: | | | 2018 | | |]
| | [added: | |] (In millions) | | | | | | | | | | | [added: | | | |]
| Allowance for Doubtful Accounts (shown as deduction from Accounts receivable in DTE Energy's Consolidated Statements of Financial Position) | | | | | | | | | | | | [added: | | | | | |]
| Balance at Beginning of Period | [added: | |] $ | 91 | | | [added: | |] $ | [removed: 49] [added: 91] | | | [added: | |] $ | [removed: 41] [added: 49] | |
| Additions: | | | | | | | | | | | | [added: | | | | | |]
| Charged to costs and expenses | [removed: 111] | | [added: 103] | | [removed: 140] | | | | [removed: 80] [added: 111] | | | [added: | | | 140 | | |]
| Charged to other accounts(a) | [removed: 56] | | [added: 50] | | [removed: 55] | | | | [removed: 26] [added: 56] | | | [added: | | | 55 | | |]
| Deductions(b) | [removed: (167] | | [removed: )] [added: (140)] | | [removed: (153] | | [removed: )] | | [removed: (98] [added: (167)] | | [removed: )] | [added: | | | (153) | | |]
| Balance at End of Period | [added: | |] $ | [removed: 91] [added: 57] | | | [added: | |] $ | [removed: 91] [added: 46] | | | [added: | |] $ | [removed: 49] [added: 53] | |
[removed: | (a) | Collection] [added: (a)Collection] of accounts previously written off. [removed: |]
[removed: | (b) | Uncollectible] [added: (b)Uncollectible] accounts written off. [removed: |]
| Allowance for Doubtful Accounts (shown as deduction from Accounts receivable in DTE Electric's Consolidated Statements of Financial Position) | | | | | | | | | | | | [added: | | | | | |]
| Balance at Beginning of Period | [added: | |] $ | [removed: 53] [added: 46] | | | [added: | |] $ | [removed: 31] [added: 53] | | | [added: | |] $ | [removed: 25] [added: 31] | |
| Charged to costs and expenses | [removed: 65] | | [added: 61] | | [removed: 85] | | | | [removed: 55] [added: 65] | | | [added: | | | 85 | | |]
| Charged to other accounts(a) | [removed: 36] | | [added: 30] | | [added: | | | |] 36 | | | | [removed: 14] | | [added: 36] | [added: | |]
| Deductions(b) | [removed: (108] | | [removed: )] [added: (80)] | | [removed: (99] | | [removed: )] | | [removed: (63] [added: (108)] | | [removed: )] | [added: | | | (99) | | |]
| Balance at End of Period | [added: | |] $ | [removed: 46] [added: 104] | | | [added: | |] $ | [removed: 53] [added: 91] | | | [added: | |] $ | [removed: 31] [added: 91] | |
| | | [added: | | | |] DTE ENERGY COMPANY | [added: | |]
| | | [added: | | | |] (Registrant) | [added: | |]
| | [added: | |] By: | [added: | |] /S/ GERARDO NORCIA | [added: | |]
| | | [added: | | | |] Gerardo Norcia President and Chief Executive Officer | [added: | |]
Date: February [removed: 5, 2020][added: 19, 2021]
| [added: | | |] By: | [added: | |] /S/ GERARDO NORCIA | | [removed: By:] | [removed: /S/ PETER B. OLEKSIAK |]
| | [added: | |] Gerardo Norcia President, Chief Executive Officer, and Director (Principal Executive Officer) | | | [removed: Peter B. Oleksiak] [added: | | | | | | David Ruud] Senior Vice President and Chief Financial Officer (Principal Financial Officer) | [added: | |]
| By: | [added: | |] /S/ MARK C. ROLLING | | [added: | | | |] By: | [added: | |] /S/ RUTH G. SHAW | [added: | |]
| | [added: | |] Mark C. Rolling Vice President, Controller, and Chief Accounting Officer (Principal Accounting Officer) | | | [added: | | | | | |] Ruth G. Shaw, Director | [added: | |]
| By: | [added: | |] /S/ GERARD M. ANDERSON | | [added: | | | |] By: | [added: | |] /S/ ROBERT C. SKAGGS, JR. | [added: | |]
| | [added: | |] Gerard M. Anderson | | | [added: | | | | | |] Robert C. Skaggs, Jr., Director | [added: | |]
| | [added: | |] Executive Chairman, and Director | | | | [added: | | | | | | | |]
| By: | [added: | |] /S/ DAVID A. BRANDON | | [added: | | | |] By: | [added: | |] /S/ DAVID A. THOMAS | [added: | |]
| | [added: | |] David A. Brandon, Director | | | [added: | | | | | |] David A. Thomas, Director | [added: | |]
| By: | [added: | |] /S/ [removed: W. FRANK FOUNTAIN,] [added: CHARLES G. MCCLURE] JR. | | [added: | | | |] By: | [added: | |] /S/ GARY TORGOW | [added: | |]
| | [removed: W. Frank Fountain,] [added: | | Charles G. McClure] Jr., Director | | | [added: | | | | | |] Gary Torgow, Director | [added: | |]
| | [added: | |] Gail J. McGovern, Director | | | [removed: Valerie M. Williams,] [added: | | | | | | James H. Vandenberghe,] Director | [added: | |]
| By: | [added: | |] /S/ MARK A. MURRAY | | | | [added: | | By: | | | /S/ VALERIE M. WILLIAMS | | |]
| | [added: | |] Mark A. Murray, Director | | | | [added: | | | | | Valerie M. Williams, Director | | |]
| | | [added: | | | |] DTE ELECTRIC COMPANY | [added: | |]
| | [added: | |] Gerardo Norcia President, Chief Executive Officer, and Director (Principal Executive Officer) | | | [removed: Peter B. Oleksiak Senior Vice President,] [added: | | | | | | David Ruud] Chief Financial Officer, and Director (Principal Financial Officer) | [added: | |]
| By: | [added: | |] /S/ MARK C. ROLLING | | [added: | | | |] By: | [added: | |] /S/ JOANN CHAVEZ | [added: | |]
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Year Ending December 31, | | | | | | | | | | | | | | |
| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | |
| | | | (In millions) | | | | | | | | | | | | | | |
| Additions: | | | | | | | | | | | | | | | | | |
(a)Collection of accounts previously written off.
(b)Uncollectible accounts written off.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| By: | | | /S/ GERARDO NORCIA | | | | | | By: | | | /S/ DAVID RUUD | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| By: | | | /S/ GAIL J. MCGOVERN | | | | | | By: | | | /S/ JAMES H. VANDENBERGHE | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Date: February 19, 2021
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | (Registrant) | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | Gerardo Norcia President and Chief Executive Officer | | |
Date: February 19, 2021
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | |
| --- | --- |
| | | |
| --- | --- | --- |
| | | | | |
| --- | --- | --- | --- | --- |
| By: | /S/ CHARLES G. MCCLURE JR. | | By: | /S/ JAMES H. VANDENBERGHE |
| | Charles G. McClure Jr., Director | | | James H. Vandenberghe, Director |
| By: | /S/ GAIL J. MCGOVERN | | By: | /S/ VALERIE M. WILLIAMS |
An excerpt. Shown here: 40 of 44 rewritten, 40 of 44 added and all 11 removed. The counts are complete. For every sentence, read Item 16. Form 10-K Summary in the FY2020 filing and the FY2019 filing.