11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008
Commission file number 1-11607
DTE ENERGY COMPANY SAVINGS AND STOCK OWNERSHIP PLAN
(Full title of the plan and the address of the plan,
if different from that of the issuer named below)
DTE ENERGY COMPANY
One Energy Plaza
Detroit, Michigan 48226-1279
(Name of issuer of the common stock issued pursuant to the
plan and the address of its principal executive office)
DTE ENERGY COMPANY SAVINGS AND STOCK OWNERSHIP PLAN
TABLE OF CONTENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
June 26, 2009
To the Participants, Benefit Plan Administration Committee, and Investment Committee
DTE Energy Company Savings and Stock Ownership Plan
Detroit, Michigan
We have audited the accompanying statements of net assets available for benefits of the DTE Energy
Company Savings and Stock Ownership Plan (the Plan) as of December 31, 2008 and 2007, and the
related statement of changes in net assets available for benefits for the year ended December 31,
2008. These financial statements are the responsibility of the Plans management. Our
responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the aforementioned financial statements present fairly, in all material respects,
the net assets available for benefits of the Plan as of December 31, 2008 and 2007, and the changes
in net assets available for benefits for the year ended December 31, 2008, in conformity with
accounting principles generally accepted in the United States of America.
As
discussed in Note 3, effective January 1, 2008,
the Plan has adopted the fair value measurement and disclosure provisions contained in Statement of Financial
Accounting Standards (SFAS) No. 157, Fair Value Measurements,
and SFAS No. 159, The Fair Value Option
for Financial
Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedule of assets held for investment purposes as of December
31, 2008 is presented for purposes of complying with the Department of Labors Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974,
as amended, and is not a required part of the basic financial statements. This schedule has been
subjected to the auditing procedures applied in our audits of the basic financial statements and,
in our opinion, is fairly stated, in all material respects, in relation to the basic financial
statements taken as a whole.
/s/
George Johnson & Company
CERTIFIED PUBLIC ACCOUNTANTS
Detroit, Michigan
1
DTE ENERGY COMPANY SAVINGS AND STOCK OWNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31 |
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(Thousands) |
|
2008 |
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2007 |
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ASSETS |
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|
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|
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|
|
|
|
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|
Investment in DTE Energy Master Plan Trust (Note 5) |
|
$ |
692,109 |
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|
$ |
976,720 |
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|
|
|
|
|
|
|
|
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Loans due from Participants |
|
|
18,779 |
|
|
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18,158 |
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|
|
|
|
|
|
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NET ASSETS AVAILABLE FOR BENEFITS |
|
$ |
710,888 |
|
|
$ |
994,878 |
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|
|
|
|
|
|
|
See accompanying Notes to Financial Statements
2
DTE ENERGY COMPANY SAVINGS AND STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2008
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(Thousands) |
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ADDITIONS TO NET ASSETS ATTRIBUTED TO: |
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Investment Income: |
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|
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Dividends and interest |
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$ |
24,407 |
|
Interest on loans to Participants |
|
|
1,491 |
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|
|
|
|
|
|
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25,898 |
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Contributions: |
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|
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Employer |
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|
8,344 |
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Participants |
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|
57,071 |
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65,415 |
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Transfers of assets between sponsored plans (net) |
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6,998 |
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|
|
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Total Additions |
|
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98,311 |
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DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO: |
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|
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Net depreciation in fair value of investments
in the DTE Energy Master Plan Trust |
|
|
(300,930 |
) |
Distributions and withdrawals |
|
|
(81,181 |
) |
Administrative fees |
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|
(190 |
) |
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|
|
|
|
|
|
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Total Deductions |
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(382,301 |
) |
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|
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|
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|
|
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NET DECREASE |
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(283,990 |
) |
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|
|
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NET ASSETS AVAILABLE FOR BENEFITS |
|
|
|
|
Beginning of year |
|
|
994,878 |
|
|
|
|
|
|
|
|
|
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End of year |
|
$ |
710,888 |
|
|
|
|
|
See accompanying Notes to Financial Statements
3
DTE ENERGY COMPANY SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 PLAN DESCRIPTION
The following description of the DTE Energy Company Savings and Stock Ownership Plan (Plan)
provides only general information. Participants should refer to the Plan document for a more
complete description of the Plans provisions.
General
The Plan is a voluntary, defined contribution plan. Regular full-time and part-time employees of
The Detroit Edison Company, Michigan Consolidated Gas Company (MichCon), DTE Enterprises, Inc., DTE
Energy Corporate Services, LLC, Citizens Gas Fuel Company (Citizens Gas), Midwest Energy Resources
Company (MERC), (Company or Companies) and the DTE Energy Company nonregulated affiliates
(Participating Affiliates), excluding employees of the Detroit Edison Company, MichCon, MERC and
certain employees of Participating Affiliates who are represented by collective bargaining
agreements, are eligible to participate in the Plan as soon as administratively practicable upon
hire (Participant). The Plan is subject to certain provisions of the Employee Retirement Income
Security Act of 1974, as amended (ERISA).
The Plan has three distinct subdivisions, which originate from the merger of former plans. These
subdivisions are generally referred to as The Detroit Edison Plan, The MCN Plan, and The Citizens
Plan. Participation in the subdivisions may be dependent upon the Participants pension benefit
elections.
DTE Energy
Corporate Services, LLC, as the Plan sponsor, has delegated
responsibility for the investment aspects of the Plan to the
Investment Committee and for the administration of the Plan to the
Benefit Plan Administration Committee (BPAC).
Brokerage fees, transfer taxes and other expenses incidental to the purchase or sale of securities
are paid from Plan assets. Investment management fees are paid from Plan assets. These expenses
are reflected as a reduction in the fair value of the Funds.
Contributions
A Participant may contribute to the Plan on a pre-tax (Tax Deferred Contributions), post-tax
(Employee Contributions) and, if applicable, a catch-up contribution basis (Catch-Up
Contributions). Participants age 50 or older are eligible to make pre-tax Catch-Up Contributions
in accordance with, and subject to the limitations of, Section 414(v) of the Internal Revenue Code
of 1986, as amended (IRC). Participants may contribute up to 100 percent of eligible compensation
(as defined in the Plan) on a combined Tax Deferred Contributions, Employee
Contributions, and Catch-Up Contributions (if applicable) basis, after required withholdings and
voluntary payroll deductions. Tax Deferred Contributions, Employee Contributions and Catch-Up
Contributions are automatically adjusted downward if the full deferral amounts elected cannot be
taken. Participants may also directly roll over into the Plan distributions of certain assets from
a tax-qualified plan of a prior employer, including Roth 401(k) Rollover, beginning May 1, 2008
(Direct Rollover Contributions).
4
DTE ENERGY COMPANY SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
Effective May 1, 2008, Participants are able to make Roth 401(k) Contributions and Roth 401(k)
Catch-Up Contributions. These contributions must be aggregated with a Participants Tax Deferred
Contributions and Catch-Up Contributions, respectively, when applying the IRC limit on the amount
of pre-tax and Catch-Up contributions that are permitted for a year.
The IRC limits the amount of Tax Deferred Contributions, Roth 401(k) Contributions, Catch-Up
Contributions and Roth 401(k) Catch-Up Contributions which may be contributed to the Plan annually.
These amounts are indexed for inflation annually. In the event a Detroit Edison Plan or MCN Plan
Participants Tax Deferred Contributions reach the maximum amount permitted by the IRC, further
contributions for the remainder of the Plan year will automatically be deemed to be Employee
Contributions, unless the Participant is eligible to participate in the DTE Energy Company
Supplemental Savings Plan (SSP). Participants in the Citizens Plan will have their contributions
automatically stopped when they reach the maximum amount permitted by the IRC, unless the
Participant is eligible to participate in the SSP. If a Participants total annual additions (Tax
Deferred Contributions, Employee Contributions, Roth 401(k) Contributions and Company
Contributions) reach the IRC limit for the Plan year, the Participants contributions will be
stopped or refunded, as applicable, unless the Participant is eligible to participate in the SSP.
For Participants who are eligible and have elected to participate in the SSP, contributions
continue on a pre-tax basis to the SSP once an IRC limit is reached.
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For the Detroit Edison Plan, the Company Contributions are 100 percent of the first 4
percent of the aggregate of Employee Contributions and Tax Deferred Contributions and 50
percent of the next 4 percent of the aggregate of Employee Contributions and Tax Deferred
Contributions. There are no Company Contributions for Employee Contributions and Tax
Deferred Contributions, which in the aggregate exceed 8 percent of basic compensation. |
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|
For the MCN Plan, effective May 1, 2008, all Participants receive Company Contributions
equal to 100 percent of the first 6 percent of the aggregate of Employee Contributions and
Tax Deferred Contributions. There are no Company Contributions for Employee Contributions
and Tax Deferred Contributions, which in the aggregate exceed 6 percent of basic
compensation. Prior to May 1, 2008, the Company Contributions were 100 percent up to the
first 4 percent of the aggregate of Employee Contributions and Tax Deferred Contributions
for Participants with less than 9 years of service, 100 percent up to the first 5 percent
of the aggregate of Employee Contributions and Tax Deferred Contributions for Participants
with at least nine years of service but less than 23 years of service, and 100 percent up
to the first 6 percent of the aggregate of Employee Contributions and Tax
Deferred Contributions for Participants with 23 or more years of service. The Company also
provides a longevity award, equal to $600 in DTE Energy common stock, which is contributed
annually in March of each year to the DTE Energy Common Stock Fund accounts of employees
with 30 years of service or more as of March 1 who do not meet the IRC definition of a
highly compensated employee. |
5
DTE ENERGY COMPANY SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
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For the Citizens Plan, effective August 4, 2008, for Participants who have attained two
years of service, the Company Contributions are limited to 100 percent up to the first 5.5
percent of Tax Deferred Contributions, as long as the Participants Tax Deferred
Contributions are at least 5.5 percent. For Participants who have completed 20 years of
service, the Company Contributions are increased to 6 percent of Tax Deferred
Contributions, as long as the Participants Tax Deferred Contributions are at least 6
percent. Prior to August 4, 2008, Company Contributions were limited to 5 percent for
Participants with at least two years of service but less than twenty years of service and
5.5 percent for Participants with 20 or more years of service. |
Catch-Up Contributions, Roth 401(k) Contributions and Roth 401(k) Catch-Up Contributions are not
eligible for Company Contributions.
While the Company and Participating Affiliates have made their contributions to the Trustee with
respect to a Plan year on a current basis, the Plan permits the Company and Participating
Affiliates to make Company Contributions for a Plan year no later than the due date (including
extensions of time) for filing DTE Energy Companys consolidated federal income tax return for such
year. Employee Contributions and Tax Deferred Contributions are paid to the Plan when amounts can
be reasonably segregated. The Company and Participating Affiliates expect to continue to make Plan
contributions on a current basis.
Participant Accounts
Each Participants account is credited with the Participants contributions, including eligible
Direct Rollover Contributions, allocations of the Company Contributions and Plan earnings.
Allocations are based on Participant earnings or account balances, as defined. Forfeited balances
of terminated Participants nonvested accounts are used to reduce future Company Contributions.
The benefit to which a Participant is entitled is the benefit that can be provided from the
Participants vested account.
Vesting
Tax Deferred Contributions, Employee Contributions, Roth 401(k) Contributions, Catch-Up
Contributions, Roth 401(k) Catch-Up Contributions and Direct Rollover Contributions, as well as
Company Contributions for employees who hired prior to January 1, 2007, are fully vested at all
times. For employees hired on or after January 1, 2007, Company Contributions will vest according
to the following schedule:
|
|
|
Years of Service |
|
Percent Vested |
1
|
|
0% |
2
|
|
20% |
3
|
|
40% |
4
|
|
60% |
5
|
|
80% |
6
|
|
100% |
6
DTE ENERGY COMPANY SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
Investment Options
Participants may elect to have their Tax Deferred Contributions, Employee Contributions, Roth
401(k) Contributions, Catch-Up Contributions, Roth 401(k) Catch-Up Contributions, and Direct
Rollover Contributions invested entirely in any one of the investment funds or in any combination
of the investment funds, with the exception that Citizens Plan Participants may not invest their
Tax Deferred Contributions, Employee Contributions, Roth 401(k) Contributions, Catch-Up
Contributions and Roth 401(k) Catch-Up Contributions in the DTE Energy Stock Fund.
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|
For the Detroit Edison Plan prior to January 1, 2007, 100 percent of the Company
Contributions were invested in the DTE Energy Stock Fund, where the Company Contributions
on the first 4 percent of Employee Contributions had to remain for one full calendar year
following the year in which the contribution was made. Company Contributions in excess of
this amount could have been redirected to another investment fund at any time. Effective
January 1, 2007, the restriction to keep the first 4 percent of Company contributions in
the DTE Energy Stock Fund for one full calendar year following the year in which the
contribution was made was lifted and this amount may be redirected to another investment
fund at any time. |
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|
For the MCN Plan prior to January 1, 2007, 60 percent of the Company Contributions was
invested in restricted DTE Energy common stock and the remaining 40 percent was invested in
unrestricted DTE Energy common stock. Restricted stock could have been redirected to
another investment fund in the Plan after one full calendar year following the year in
which the contribution was made. Unrestricted stock could have been redirected to another
investment fund at any time. Effective January 1, 2007, the restriction to keep the 60
percent of Company contributions in the DTE Energy Stock Fund for one full calendar year
following the year in which the contribution was made was lifted and this amount may be
redirected to another investment fund at any time. |
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|
For the Citizens Plan, Company Contributions are invested 100 percent in the DTE Energy
Stock Fund which may be redirected at any time to any of the investment options offered
under the Plan. |
The entire DTE Energy Stock Fund is considered to be the Employee Stock Ownership Plan (ESOP)
portion of the Plan. The Citizens Gas Plan does not include ESOP provisions; therefore these
participants are exempt from these provisions. Quarterly dividends from DTE Energy common
stock
are automatically reinvested in DTE Energy common stock. DTE Energy common
7
DTE ENERGY COMPANY SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
stock dividends
accumulated under the ESOP in a Participants account may be paid out in cash to the Participant
(at the Participants election) within 90 days of the end of the previous Plan year. Effective
January 1, 2008, stock dividends will be paid out on a quarterly basis for those Participants
electing to receive cash dividends.
The DTE Energy Stock Fund also contains participant-directed investments. The changes in the
participant-directed and nonparticipant-directed portions of the DTE Energy Stock Fund are not
separately disclosed in Note 6.
Contributions received by the Trustee for the DTE Energy Stock Fund are invested in DTE Energy
common stock. The Trustee currently purchases and sells shares of DTE Energy common stock in open
market transactions at prevailing market prices. However, the Trustee may purchase or sell DTE
Energy common stock from or to DTE Energy if the purchase or sale price is for adequate
consideration. Brokerage commissions are charged against the DTE Energy Stock Fund.
A Participants interest in the DTE Energy Stock Fund is measured by share trading. A share-traded
investment is traded and valued on a share basis.
Transfers
Net transfers represent Participants transferring between different plans of the affiliated group
due to a change in employment status.
Administrative and Brokerage Fees
Expenses in connection with the purchase or sale of stock or other securities are charged to the
Participant for whom the purchases or sales are made. Participants pay 100 percent of the
investment management and other related expenses of the funds. The Trustee and the Company pay all
costs of administering the Plan.
Forfeited Accounts
During 2008 approximately $66,000 of forfeited nonvested accounts were used to reduce Company
Contributions. During 2007 there were $43,000 of forfeited nonvested accounts.
Distributions, Withdrawals and Loans
Distributions of Tax Deferred Contributions will be made only upon retirement or disability, as
defined under the Plan, termination of employment, death, attainment of age 59 1/2, or hardship. A
hardship distribution of Tax Deferred Contributions (and generally not the earnings thereon) is
permitted only for (a) medical expenses for the Participant, his or her spouse, children or
dependents, (b) tuition expenses for the Participant, his or her spouse, children or dependents,
(c) expenditures to purchase a principal residence, or (d) payments to prevent eviction or
foreclosure
8
DTE ENERGY COMPANY SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
on a principal residence (e) payment of funeral expenses for the Participants deceased
parent, spouse, child or dependents, or (f) payment of expenses for the repair of damage to the
Participants principal residence due to casualty loss.
Participants may borrow funds from their account attributable to Tax Deferred Contributions,
Employee Contributions (if applicable), Catch-Up Contributions, Direct Rollover Contributions, Roth
401(k) Contributions and Roth 401(k) Catch-Up Contributions not more than once during any calendar
year. The number of loans outstanding at one time is limited to two, only one of which may be a
principal residence loan.
Subject to certain terms and conditions, a Participant may initiate a general purpose loan for a
period of one to five years, or a principal residence loan for a period up to 25 years, at a fixed
rate equal to the prime interest rate plus 1 percent, updated monthly, at a minimum of $1,000 up to
the lesser of:
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|
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$50,000 reduced by (a) the highest outstanding balance of loans from the Plan during the
one-year period ending on the day before the loan was made, over (b) the outstanding
balance of loans from the Plan on the date the loan is made, or |
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50 percent of the Participants Account at the time the loan is made. |
Proceeds for any loan are obtained through the pro rata liquidation of the Participants account,
then transferred to the Participants loan account and paid in cash to the Participant by the
Trustee. Loan repayments of principal and interest are invested as received according to the
Participants current investment direction. Prepayment of loans can be made without penalty
provided such prepayment is made in full.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to the provisions of
ERISA.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements of the Plan are prepared on the accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States of America requires Plan management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities
9
DTE ENERGY COMPANY SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
at the date of the financial statements and the reported amounts of additions to and
deductions from net assets available for benefits during the reporting period. Actual results
could differ from those estimates.
Valuation of Investments and Income Recognition
Investments are stated at fair market value. Participant loans receivable are valued at cost,
which approximates fair value. The average cost basis is used for determining the cost of
investments sold. Unrealized appreciation and/or depreciation resulting from changes in fair value
are included in the Statement of Changes in Net Assets Available for Benefits.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded
on the accrual basis. Dividends are recorded on the ex-dividend date.
The DTE Energy Stock Fund recognizes gains or losses on stock distributed to terminated
Participants in settlement of their accounts equal to the difference between the cost and the fair
value of the shares distributed.
Participating Affiliates
Other affiliated companies of DTE Energy Company may adopt the Plan with the approval of both the
Chairman of the Board of the Company and the chairman of the affiliate.
Payment of Benefits
Benefits are recorded when paid.
Risks and Uncertainties
The DTE Energy Master Plan Trust (Master Trust) invests in various securities, including government
securities and bonds, corporate debt instruments, stocks, investment partnerships, and derivative
instruments. Investment securities, in general, are exposed to various risks, such as interest
rate, credit, and overall market volatility. Due to the level of risk associated with certain
investment securities, it is reasonably possible that changes in the values of investment
securities will occur in the near term and such changes could materially affect the amounts
reported in the financial statements.
NOTE 3 FAIR VALUE
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standard (SFAS) No. 157, Fair Value Measurements. SFAS No. 157 defines fair value,
establishes a framework for measuring fair value in generally accepted accounting principles, and
expands disclosures about fair value measurements. It emphasizes that
10
DTE ENERGY COMPANY SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
fair value is a market-based
measurement, not an entity-specific measurement. Effective January 1, 2008, the Plan adopted
SFAS No. 157.
SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date
in a principal or most advantageous market. Fair value is a market-based measurement that is
determined based on inputs, which refer broadly to assumptions that market participants use in
pricing assets or liabilities. These inputs can be readily observable, market corroborated or
generally unobservable inputs. The Plan makes certain assumptions it believes that market
participants would use in pricing assets or liabilities, including assumptions about risk, and the
risks inherent in the inputs to valuation techniques. The Plan believes it uses valuation
techniques that maximize the use of observable market-based inputs and minimize the use of
unobservable inputs.
SFAS No. 157 establishes a fair value hierarchy, which prioritizes the inputs to valuation
techniques used to measure fair value in three broad levels. The fair value hierarchy gives the
highest priority to quoted prices (unadjusted) in active markets for identical assets or
liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). In some cases, the
inputs used to measure fair value might fall in different levels of the fair value hierarchy.
SFAS No. 157 requires that assets and liabilities be classified in their entirety based on the
lowest level of input that is significant to the fair value measurement in its entirety. Assessing
the significance of a particular input may require judgment considering factors specific to the
asset or liability, and may affect the valuation of the asset or liability and its placement within
the fair value hierarchy. SFAS 157 defines fair value based on the following levels:
|
|
|
Level 1 Consists of unadjusted quoted prices in active markets for identical assets or
liabilities that the Company has the ability to access as of the reporting date. |
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|
Level 2 Consists of inputs other than quoted prices included within Level 1 that are
directly observable for the asset or liability or indirectly observable through
corroboration with observable market data. |
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|
Level 3 Consists of unobservable inputs for assets or liabilities whose fair value is
estimated based on internally developed models or methodologies using inputs that are
generally less readily observable and supported by little, if any, market activity at the
measurement date. Unobservable inputs are developed based on the best available information
and subject to cost-benefit constraints. |
As of December 31, 2008, $18,779,000 of Loans Due from Participants specific to the Plan are
classified as Level 3 investments in accordance with SFAS 157. See Note 5 for a reconciliation of
Master Trust investments measured at fair value.
11
DTE ENERGY COMPANY SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
The following table presents the reconciliation of Level 3 investments:
|
|
|
|
|
(Thousands) |
|
|
|
|
Investment balance as of January 1, 2008 |
|
$ |
18,158 |
|
Purchases, sales, and issuances, net |
|
|
621 |
|
|
|
|
|
Investment balance as of December 31, 2008 |
|
$ |
18,779 |
|
|
|
|
|
NOTE 4 FEDERAL INCOME TAX STATUS
On May 13, 2003, the Internal Revenue Service issued a favorable determination letter with respect
to the qualified status of the Plan and the conversion of the DTE Energy Stock Fund to an ESOP. The
favorable determination letter indicates that the terms of the Plan and related Trust conform to
the requirements of Sections 401(a) and 401(k) of the IRC. The Company, therefore, has a basis for
deducting contributions to the Plan. The Participants are not taxed currently on Tax Deferred
Contributions, Catch-Up Contributions and Company Contributions to the Plan or on Plan earnings
(including appreciation) allocated to their accounts. The Plan has been amended since receiving
the determination letter. However, the Plan administrator and the Plans legal counsel believe
that the Plan and related Trust are currently designed and being operated in compliance with the
applicable requirements of the IRC.
The Plan requires distributions under IRC Section 415 for contributions in excess of the annual IRC
Section 415(c) limits. There were no excess contributions in 2008 and 2007.
NOTE 5 THE DTE ENERGY MASTER PLAN TRUST
The Master Trust consists of certain commingled assets of the Plan, the Detroit Edison Company
Savings & Stock Ownership Plan for Employees Represented by Local 17 of the International
Brotherhood of Electrical Workers, the Detroit Edison Company Savings & Stock Ownership Plan for
Employees Represented by Local 223 of the Utility Workers Union of America, and the MichCon
Investment and Stock Ownership Plan.
The Plans investment in the Master Trust in the Statement of Net Assets Available for Benefits
represents the Plans allocated portion (approximately 64 percent at December 31, 2008 and 65
percent at December 31, 2007). The Plans allocated portion of the investments is equal to the
fair value of the Plans assets contributed, adjusted by the Plans allocated share of the Master
Trust investment income and expenses, Employee and Company Contributions, and distributions and
withdrawals paid to Participants.
12
DTE ENERGY COMPANY SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
A summary of the Master Trust assets as of December 31, 2008 and 2007 is as follows:
|
|
|
|
|
|
|
|
|
(Thousands) |
|
2008 |
|
|
2007 |
|
Investments, at fair value |
|
|
|
|
|
|
|
|
DTE Energy Stock Fund |
|
$ |
236,233 |
|
|
$ |
279,031 |
|
Common/collective trust |
|
|
121,604 |
|
|
|
68,152 |
|
Registered investment companies |
|
|
712,541 |
|
|
|
1,160,983 |
|
|
|
|
|
|
|
|
Assets held in Master Trust |
|
$ |
1,070,378 |
|
|
$ |
1,508,166 |
|
|
|
|
|
|
|
|
The following is a summary of investment loss in the Master Trust for the year ended December 31,
2008:
|
|
|
|
|
(Thousands) |
|
|
|
|
Interest, dividend and other income on investments |
|
$ |
39,146 |
|
Net depreciation in common/collective trust |
|
|
(30,449 |
) |
Net depreciation in registered investment companies |
|
|
(375,701 |
) |
Net depreciation in DTE Energy Stock Fund Uund |
|
|
(53,254 |
) |
|
|
|
|
|
|
|
|
|
Total investment loss |
|
$ |
(420,258 |
) |
|
|
|
|
The following table presents investments of the Master Trust measured at fair value as of
December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
(Thousands) |
|
Level 1 |
|
|
Level 2 |
|
|
Total |
|
DTE Energy Stock Fund |
|
$ |
236,233 |
|
|
$ |
|
|
|
$ |
236,233 |
|
Registered investment companies |
|
|
712,541 |
|
|
|
|
|
|
|
712,541 |
|
Common/collective trusts |
|
|
|
|
|
|
121,604 |
|
|
|
121,604 |
|
|
|
|
|
|
|
|
|
|
|
Total Investments at fair value |
|
$ |
948,774 |
|
|
$ |
121,604 |
|
|
$ |
1,070,378 |
|
|
|
|
|
|
|
|
|
|
|
13
DTE ENERGY COMPANY SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 6 DTE ENERGY STOCK FUND
The entire DTE Energy Stock Fund is considered to be the Employee Stock Ownership Plan (ESOP)
portion of the Plan. The Citizens Gas Plan does not include ESOP provisions; therefore these
participants are exempt from these provisions. Quarterly dividends from DTE Energy common stock
are automatically reinvested in DTE Energy common stock. DTE Energy common stock dividends
accumulated under the ESOP in a Participants account may be paid out in cash to the Participant
(at the Participants election) within 90 days of the end of the previous Plan year.
Significant components of the changes in net assets available for plan benefits in 2008 relating to
the DTE Energy Stock Fund are as follows:
|
|
|
|
|
(Thousands) |
|
|
|
|
Additions To Net Assets Attributed to: |
|
|
|
|
Dividends and interest |
|
$ |
4,088 |
|
Interest on loans to Participants |
|
|
132 |
|
Employer contributions |
|
|
7,788 |
|
Participant contributions |
|
|
15,318 |
|
Net transfers from other sponsored plans |
|
|
2,582 |
|
|
|
|
|
Total Additions |
|
|
29,908 |
|
|
|
|
|
|
|
|
|
|
Deductions from Net Assets Attributed to: |
|
|
|
|
Net depreciation in fair value of investments in the Master Trust |
|
|
(31,435 |
) |
Distributions and withdrawals |
|
|
(10,853 |
) |
Other deductions |
|
|
(9,868 |
) |
|
|
|
|
Total Deductions |
|
|
(52,156 |
) |
|
|
|
|
|
|
|
|
|
Net Decrease |
|
|
(22,248 |
) |
Net Assets Available for Benefits |
|
|
|
|
Beginning of year |
|
|
161,881 |
|
|
|
|
|
End of year |
|
$ |
139,633 |
|
|
|
|
|
14
DTE ENERGY COMPANY SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 7 RELATED PARTY TRANSACTIONS
Certain Master Trust investments are shares of registered investment companies managed by Fidelity
Investments. Fidelity Investments is the Trustee as defined by the Plan; therefore, these
transactions qualify as party-in-interest.
15
DTE ENERGY COMPANY SAVINGS AND STOCK OWNERSHIP PLAN
(Federal Employer Identification Number: 38-0478650; Plan Number: 002)
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(Form 5500, Schedule H, Item 4i)
December 31, 2008
(in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
Description of Investment |
|
|
|
|
|
|
Identity of Issue |
|
(Including Maturity Date |
|
|
|
|
Party- in- |
|
Borrower, Lessor |
|
Rate of Interest, Collateral |
|
|
|
Current |
Interest |
|
or Similar Party |
|
and Par or Maturity Value) |
|
Cost |
|
Value |
* |
|
Plan participants |
|
Loan receivable, interest rates ranged from 4.82 percent to 12
percent during 2008, maturing through 2033 |
|
$-0- |
|
$18,779 |
17
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustee (or other persons
who administer the employee benefit plan) has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
DTE ENERGY COMPANY
SAVINGS AND STOCK OWNERSHIP PLAN
|
|
|
/s/ Larry E. Steward
|
|
|
Larry E. Steward |
|
|
Vice President Human Resources |
|
|
June 26, 2009
18
EXHIBIT INDEX
|
|
|
Number |
|
|
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm George Johnson & Company |