UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
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þ | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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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)
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Michigan (State or other jurisdiction of incorporation or organization) | | 38-3217752 (I.R.S. Employer Identification No.) |
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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:
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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 |
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* | | Issued by DTE Energy Trust I. DTE Energy fully and unconditionally guarantees the payments of all amounts due on these securities to the extent DTE Energy Trust I has funds available for payment of such distributions. |
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** | | Issued by DTE Energy Trust II. DTE Energy fully and unconditionally guarantees the payments of all amounts due on these securities to the extent DTE Energy Trust II has funds available for payment of such distributions. |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yesþ Noo
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso Noþ
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. Yesþ Noo
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). Yeso Noþ
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
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.
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| 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 | |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
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By | | /s/ ANTHONY F. EARLEY, JR. | | | | By | | /s/ DAVID E. MEADOR | | |
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| | Anthony F. Earley, Jr. Chairman of the Board and Chief Executive Officer | | | | | | David E. Meador Executive Vice President and Chief Financial Officer | | |
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By | | /s/ PETER B. OLEKSIAK | | | | By | | /s/ JOHN E. LOBBIA | | |
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| | Peter B. Oleksiak Vice President and Controller, and Chief Accounting Officer | | | | | | John E. Lobbia, Director | | |
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By | | /s/ LILLIAN BAUDER | | | | By | | /s/ GAIL J. McGOVERN | | |
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| | Lillian Bauder, Director | | | | | | Gail J. McGovern, Director | | |
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By | | /s/ W. FRANK FOUNTAIN, JR. | | | | By | | /s/ EUGENE A. MILLER | | |
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| | W. Frank Fountain, Jr., Director | | | | | | Eugene A. Miller, Director | | |
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By | | /s/ ALLAN D. GILMOUR | | | | By | | /s/ CHARLES W. PRYOR, JR. | | |
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| | Allan D. Gilmour, Director | | | | | | Charles W. Pryor, Jr., Director | | |
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By | | /s/ ALFRED R. GLANCY III | | | | By | | /s/ JOSUE ROBLES, JR. | | |
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| | Alfred R. Glancy III, Director | | | | | | Josue Robles, Jr., Director | | |
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By | | /s/ FRANK M. HENNESSEY | | | | By | | /s/ RUTH G. SHAW | | |
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| | Frank M. Hennessey, Director | | | | | | Ruth G. Shaw, Director | | |
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| | | | | | By | | /s/ JAMES H. VANDENBERGHE | | |
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| | | | | | | | 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. |
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(3) | | Exhibits. |
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| | Exhibits filed herewith: |
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31-47 | | Chief Executive Officer Section 302 Form 10-K Certification of Periodic Report. |
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31-48 | | Chief Financial Officer Section 302 Form 10-K Certification of Periodic Report. |
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| | Exhibits furnished herewith: |
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32-47 | | Chief Executive Officer Section 906 Form 10-K Certification of Periodic Report. |
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32-48 | | Chief Financial Officer Section 906 Form 10-K Certification of Periodic Report. |
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| DTE ENERGY COMPANY (Registrant) | |
Date: March 13, 2009 | By | /s/ PETER B. OLEKSIAK | |
| | Peter B. Oleksiak | |
| | Vice President and Controller, and Chief Accounting Officer | |