-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OeODJp16ivZphDO2SCsVyerl7APeKGtZjd4JTHYUKLXMyfFfMrEOCNGviixu2p2p /JJ5VQJaMJoMLaP9AmkGrg== 0000950152-09-002616.txt : 20090313 0000950152-09-002616.hdr.sgml : 20090313 20090313171601 ACCESSION NUMBER: 0000950152-09-002616 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20090313 DATE AS OF CHANGE: 20090313 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DTE ENERGY CO CENTRAL INDEX KEY: 0000936340 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 383217752 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11607 FILM NUMBER: 09681154 BUSINESS ADDRESS: STREET 1: ONE ENERGY PLAZA CITY: DETROIT STATE: MI ZIP: 48226 BUSINESS PHONE: 3132354000 MAIL ADDRESS: STREET 1: ONE ENERGY PLAZA CITY: DETROIT STATE: MI ZIP: 48226 FORMER COMPANY: FORMER CONFORMED NAME: DTE HOLDINGS INC DATE OF NAME CHANGE: 19950127 10-K/A 1 a47322a1e10vkza.htm FORM 10-K/A FORM 10-K/A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008
Commission file number 1-11607
DTE ENERGY COMPANY
(Exact name of registrant as specified in its charter)
     
Michigan
(State or other jurisdiction of
incorporation or organization)
  38-3217752
(I.R.S. Employer
Identification No.)
     
One Energy Plaza, Detroit, Michigan
(Address of principal executive offices)
  48226-1279
(Zip Code)
313-235-4000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
     
Title of each class   Name of each exchange on which registered
Common Stock, without par value
7.8% Trust Preferred Securities *
7.50% Trust Originated Preferred Securities**
  New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
 
*   Issued by DTE Energy Trust I. DTE Energy fully and unconditionally guarantees the payments of all amounts due on these securities to the extent DTE Energy Trust I has funds available for payment of such distributions.
 
**   Issued by DTE Energy Trust II. DTE Energy fully and unconditionally guarantees the payments of all amounts due on these securities to the extent DTE Energy Trust II has funds available for payment of such distributions.
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ      No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o      No þ
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ      No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ Accelerated filer o 
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o      No þ
On June 30, 2008, the aggregate market value of the Registrant’s voting and non-voting common equity held by non-affiliates was approximately $6.9 billion (based on the New York Stock Exchange closing price on such date). There were 163,256,618 shares of common stock outstanding at January 31, 2009.
Certain information in DTE Energy Company’s definitive Proxy Statement for its 2009 Annual Meeting of Common Shareholders to be held April 30, 2009, 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.
 
 

 


TABLE OF CONTENTS

Signatures
Part IV
Item 15. Exhibits and Financial Statement Schedules
Signatures
EX-31.47
EX-31.48
EX-32.47
EX-32.48


Table of Contents

EXPLANATORY NOTE
This Amendment to the Annual Report of DTE Energy Company (Company) on Form 10-K for the year ended December 31, 2008 as filed with the Securities and Exchange Commission on February 27, 2009 (Original Filing), is being filed solely to include the conformed signature of the Company’s Executive Vice President and Chief Financial Officer, David E. Meador. Mr. Meador manually signed the original copy of the report, but his signature was inadvertently omitted from the signature page of the Original Filing. In addition, duplicate conformed signatures of Allan D. Gilmour, Director, and Alfred R. Glancy III, Director, have been removed in order to conform the filing to the original copy of the report. As required by Rule 12b-15 under the Exchange Act, new certifications by the Company’s Chief Executive Officer and Chief Financial Officer are filed as exhibits to this Amendment. Except as described above, all other information included in the Original Filing remains unchanged.

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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  DTE ENERGY COMPANY
(Registrant)
 
 
Date: February 27, 2009  By   /s/ ANTHONY F. EARLEY, JR.    
    Anthony F. Earley, Jr.   
    Chairman of the Board and
Chief Executive Officer 
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
                     
 
                   
By
  /s/ ANTHONY F. EARLEY, JR.       By   /s/ DAVID E. MEADOR    
 
                   
 
  Anthony F. Earley, Jr.
Chairman of the Board and
Chief Executive Officer
          David E. Meador
Executive Vice President and
Chief Financial Officer
   
 
                   
By
  /s/ PETER B. OLEKSIAK       By   /s/ JOHN E. LOBBIA    
 
                   
 
  Peter B. Oleksiak
Vice President and Controller, and
Chief Accounting Officer
          John E. Lobbia, Director    
 
                   
By
  /s/ LILLIAN BAUDER       By   /s/ GAIL J. McGOVERN    
 
                   
 
  Lillian Bauder, Director           Gail J. McGovern, Director    
 
                   
By
  /s/ W. FRANK FOUNTAIN, JR.       By   /s/ EUGENE A. MILLER    
 
                   
 
  W. Frank Fountain, Jr., Director           Eugene A. Miller, Director    
 
                   
By
  /s/ ALLAN D. GILMOUR       By   /s/ CHARLES W. PRYOR, JR.    
 
                   
 
  Allan D. Gilmour, Director           Charles W. Pryor, Jr., Director    
 
                   
By
  /s/ ALFRED R. GLANCY III       By   /s/ JOSUE ROBLES, JR.    
 
                   
 
  Alfred R. Glancy III, Director           Josue Robles, Jr., Director    
 
                   
By
  /s/ FRANK M. HENNESSEY       By   /s/ RUTH G. SHAW    
 
                   
 
  Frank M. Hennessey, Director           Ruth G. Shaw, Director    
 
                   
 
          By   /s/ JAMES H. VANDENBERGHE    
 
                   
 
              James H. Vandenberghe, Director    
Date: February 27, 2009

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Part IV
Item 15. Exhibits and Financial Statement Schedules
(a)   The following documents are filed as part of this Annual Report on Form 10-K/A.
 
(3)   Exhibits.
 
    Exhibits filed herewith:
 
31-47    Chief Executive Officer Section 302 Form 10-K Certification of Periodic Report.
 
31-48    Chief Financial Officer Section 302 Form 10-K Certification of Periodic Report.
 
    Exhibits furnished herewith:
 
32-47    Chief Executive Officer Section 906 Form 10-K Certification of Periodic Report.
 
32-48     Chief Financial Officer Section 906 Form 10-K Certification of Periodic Report.

 


Table of Contents

Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  DTE ENERGY COMPANY
(Registrant)
 
 
Date: March 13, 2009  By   /s/ PETER B. OLEKSIAK    
    Peter B. Oleksiak   
    Vice President and Controller, and
Chief Accounting Officer 
 

 

EX-31.47 2 a47322a1exv31w47.htm EX-31.47 EX-31.47
         
Exhibit 31-47
FORM 10-K CERTIFICATION
I, Anthony F. Earley, Jr., certify that:
1.   I have reviewed this annual report on Form 10-K/A of DTE Energy Company;
 
2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  a.   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
  b.   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
  c.   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
  d.   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
  a.   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
  b.   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
         
     
/s/ ANTHONY F. EARLEY, JR.     Date: March 13, 2009 
Anthony F. Earley, Jr.     
Chairman of the Board and
Chief Executive Officer
of DTE Energy Company  
   

 

EX-31.48 3 a47322a1exv31w48.htm EX-31.48 EX-31.48
         
Exhibit 31-48
FORM 10-K CERTIFICATION
I, David E. Meador, certify that:
1.   I have reviewed this annual report on Form 10-K/A of DTE Energy Company;
 
2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  a.   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
  b.   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
  c.   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
  d.   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
  a.   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
  b.   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
         
     
/s/ DAVID E. MEADOR     Date: March 13, 2009 
David E. Meador     
Executive Vice President and Chief Financial Officer of DTE Energy Company      

 

EX-32.47 4 a47322a1exv32w47.htm EX-32.47 EX-32.47
         
Exhibit 32-47
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K/A of DTE Energy Company (the “Company”) for the year ended December 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anthony F. Earley, Jr., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
(1)   the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2)   the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
         
     
Date: March 13, 2009  /s/ ANTHONY F. EARLEY, JR.    
  Anthony F. Earley, Jr.   
  Chairman of the Board and Chief Executive Officer of DTE Energy Company   
 
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

EX-32.48 5 a47322a1exv32w48.htm EX-32.48 EX-32.48
Exhibit 32-48
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K/A of DTE Energy Company (the “Company”) for the year ended December 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David E. Meador, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
(1)   the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)   the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
         
     
Date: March 13, 2009  /s/ DAVID E. MEADOR    
  David E. Meador   
  Executive Vice President and Chief Financial Officer of DTE Energy Company   
 
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

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