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2: EX-4.1 Supplemental Indenture Dated as of August 1, 2022 HTML 49K
3: EX-4.2 Fifty-Third Supplemental Indenture Dated as of HTML 278K
September 1, 2022
4: EX-10.1 Fifth Amended and Restated Five-Year Credit HTML 894K
Agreement - Dte Energy
5: EX-10.2 Fifth Amended and Restated Five-Year Credit HTML 834K
Agreement - Dte Electric
6: EX-10.3 Fifth Amended and Restated Five-Year Credit HTML 829K
Agreement - Dte Gas
7: EX-31.1 Chief Executive Officer Section 302 Form 10-Q HTML 38K
Certification - Dte Energy
8: EX-31.2 Chief Financial Officer Section 302 Form 10-Q HTML 38K
Certification - Dte Energy
9: EX-31.3 Chief Executive Officer Section 302 Form 10-Q HTML 38K
Certification - Dte Electric
10: EX-31.4 Chief Financial Officer Section 302 Form 10-Q HTML 38K
Certification - Dte Electric
11: EX-32.1 Chief Executive Officer Section 906 Form 10-Q HTML 35K
Certification - Dte Energy
12: EX-32.2 Chief Financial Officer Section 906 Form 10-Q HTML 35K
Certification - Dte Energy
13: EX-32.3 Chief Executive Officer Section 906 Form 10-Q HTML 35K
Certification - Dte Electric
14: EX-32.4 Chief Financial Officer Section 906 Form 10-Q HTML 35K
Certification - Dte Electric
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22: R3 Consolidated Statements of Comprehensive Income HTML 69K
(Unaudited)
23: R4 Consolidated Statements of Comprehensive Income HTML 39K
(Unaudited) (Parenthetical)
24: R5 Consolidated Statements of Financial Position HTML 230K
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25: R6 Consolidated Statements of Financial Position HTML 44K
(Unaudited) (Parenthetical)
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27: R8 Consolidated Statements of Changes in Equity HTML 108K
(Unaudited)
28: R9 Consolidated Statements of Changes in Equity HTML 35K
(Unaudited) (Parenthetical)
29: R10 Consolidated Statements of Operations (Unaudited) HTML 91K
- DTE Electric Company
30: R11 Consolidated Statements of Comprehensive Income HTML 55K
(Unaudited) - DTE Electric Company
31: R12 Consolidated Statements of Financial Position HTML 213K
(Unaudited) - DTE Electric Company
32: R13 Consolidated Statements of Financial Position HTML 49K
(Unaudited) - DTE Electric Company (Parenthetical)
33: R14 Consolidated Statements of Cash Flows (Unaudited) HTML 132K
- DTE Electric Company
34: R15 Consolidated Statements of Changes in HTML 81K
Shareholder's Equity (Unaudited) - DTE Electric
Company
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37: R18 New Accounting Pronouncements HTML 50K
38: R19 Discontinued Operations HTML 70K
39: R20 Revenue HTML 112K
40: R21 Regulatory Matters HTML 37K
41: R22 Earnings Per Share HTML 94K
42: R23 Fair Value HTML 611K
43: R24 Financial and Other Derivative Instruments HTML 183K
44: R25 Long-Term Debt HTML 70K
45: R26 Short-Term Credit Arrangements and Borrowings HTML 65K
46: R27 Leases HTML 128K
47: R28 Commitments and Contingencies HTML 73K
48: R29 Retirement Benefits and Trusteed Assets HTML 94K
49: R30 Segment and Related Information HTML 105K
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51: R32 Organization and Basis of Presentation (Tables) HTML 75K
52: R33 Significant Accounting Policies (Tables) HTML 155K
53: R34 Discontinued Operations (Tables) HTML 72K
54: R35 Revenue (Tables) HTML 110K
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59: R40 Short-Term Credit Arrangements and Borrowings HTML 61K
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60: R41 Leases (Tables) HTML 65K
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62: R43 Segment and Related Information (Tables) HTML 97K
63: R44 Organization and Basis of Presentation (Details HTML 41K
Textuals)
64: R45 Organization and Basis of Presentation HTML 83K
(Consolidated Variable Interest Entities)
(Details)
65: R46 Organization and Basis of Presentation HTML 43K
(Non-Consolidated Variable Interest Entities)
(Details)
66: R47 Significant Accounting Policies (Other Income) HTML 53K
(Details)
67: R48 Significant Accounting Policies (Income Taxes) HTML 38K
(Details)
68: R49 Significant Accounting Policies (Details Textuals) HTML 99K
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Receivables Classified by Internal Grade of Credit
Risk) (Details)
70: R51 Significant Accounting Policies (Roll-Forward of HTML 54K
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71: R52 Significant Accounting Policies (Uncollectible HTML 38K
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72: R53 Discontinued Operations (Financial Results That HTML 95K
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73: R54 Discontinued Operations (Significant Non-cash HTML 47K
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74: R55 Revenue (Disaggregation of Revenue By Segment) HTML 64K
(Details)
75: R56 Revenue (Revenues Outside the Scope of Topic 606) HTML 49K
(Details)
76: R57 Revenue (Deferred Revenue Activity) (Details) HTML 40K
77: R58 Revenue (Expected Recognition of Deferred Revenue) HTML 53K
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78: R59 Revenue (Expected Timing of Performance Obligation HTML 76K
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79: R60 Regulatory Matters (Details Textuals) HTML 69K
80: R61 Earnings Per Share (Basic and Diluted Income Per HTML 111K
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81: R62 Fair Value (Assets and Liabilities Recorded at HTML 247K
Fair Value on a Recurring Basis) (Details)
82: R63 Fair Value (Details Textuals) HTML 55K
83: R64 Fair Value (Reconciliation of Level 3 Assets and HTML 89K
Liabilities at Fair Value on a Recurring Basis)
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84: R65 Fair Value (Unobservable Inputs related to Level 3 HTML 66K
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85: R66 Fair Value (Fair Value of Financial Instruments) HTML 69K
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87: R68 Fair Value (Gains and Losses and Proceeds from the HTML 43K
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88: R69 Fair Value (Fair Value and Unrealized Gains and HTML 55K
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89: R70 Fair Value (Fair Value of Fixed Income Securities HTML 51K
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90: R71 Fair Value (Gains (Losses) Related to the Trust) HTML 42K
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91: R72 Financial and Other Derivative Instruments (Fair HTML 73K
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92: R73 Financial and Other Derivative Instruments HTML 48K
(Details Textuals)
93: R74 Financial and Other Derivative Instruments (Net HTML 46K
Cash Collateral Offsetting Arrangements) (Details)
94: R75 Financial and Other Derivative Instruments HTML 72K
(Netting Offsets of Derivative Assets and
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95: R76 Financial and Other Derivative Instruments HTML 72K
(Netting Offsets Reconciliation to Balance Sheet)
(Details)
96: R77 Financial and Other Derivative Instruments (Effect HTML 50K
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97: R78 Financial and Other Derivative Instruments HTML 51K
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100: R81 Long-Term Debt (Schedule of Debt Redeemed) HTML 46K
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105: R86 Leases (Lease Income Associated with Operating HTML 46K
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106: R87 Commitments and Contingencies (Details Textuals) HTML 108K
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108: R89 Retirement Benefits and Trusteed Assets (Details HTML 52K
Textuals)
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110: R91 Segment and Related Information (Financial Data - HTML 54K
Inter-segment Billing) (Details)
111: R92 Segment and Related Information (Financial Data - HTML 69K
Operating Revenues including Inter-segment
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112: R93 Segment and Related Information (Financial Data - HTML 67K
Net Income (Loss) Attributable to DTE Energy by
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(State
or other jurisdiction of incorporation or organization)
(I.R.S Employer Identification No.)
Registrants address of principal executive offices: iOne Energy Plaza, iDetroit, iMichigani48226-1279
Registrants telephone number, including area code: (i313) i235-4000
Securities
registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Exchange on which Registered
iCommon
stock, without par value
iDTE
iNew York Stock Exchange
i2017
Series E 5.25% Junior Subordinated Debentures due 2077
iDTW
iNew York Stock Exchange
i2019
6.25% Corporate Units
iDTP
iNew York Stock Exchange
i2020
Series G 4.375% Junior Subordinated Debentures due 2080
iDTB
iNew York Stock Exchange
i2021
Series E 4.375% Junior Subordinated Debentures due 2081
iDTG
iNew York Stock Exchange
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.
DTE
Energy Company (DTE Energy)
iYes
☒
No
☐
DTE Electric Company (DTE Electric)
iYes
☒
No
☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
DTE
Energy
iYes
☒
No
☐
DTE Electric
iYes
☒
No
☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer,""accelerated filer,""smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
DTE Energy
iLarge
accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
☒
☐
☐
i☐
i☐
DTE
Electric
Large accelerated filer
Accelerated filer
iNon-accelerated filer
Smaller reporting company
Emerging growth company
☐
☐
☒
i☐
i☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Common Stock, $10 par value, indirectly-owned by DTE Energy
i138,632,324
This combined Form 10-Q is filed separately by two registrants: DTE Energy and DTE Electric. Information contained herein relating to any individual registrant is filed by such registrant solely on its own behalf. DTE Electric
makes no representation as to information relating exclusively to DTE Energy.
DTE Electric, an indirect wholly-owned subsidiary of DTE Energy, meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format specified in General Instructions H(2) of Form 10-Q.
California Air Resources Board that administers California's Low Carbon Fuel Standard
Carbon emissions
Emissions of carbon containing compounds, including carbon dioxide and methane, that are identified as greenhouse gases
CCR
Coal
Combustion Residuals
CFTC
U.S. Commodity Futures Trading Commission
COVID-19
Coronavirus disease of 2019
DTE Electric
DTE Electric Company (an indirect wholly-owned subsidiary of DTE Energy) and subsidiary companies
DTE
Energy
DTE Energy Company, directly or indirectly the parent of DTE Electric, DTE Gas, and numerous non-utility subsidiaries
DTE Gas
DTE Gas Company (an indirect wholly-owned subsidiary of DTE Energy) and subsidiary companies
DTE Securitization
DTE Electric Securitization Funding I, LLC, a special purpose entity wholly-owned by DTE Electric. The entity was created to issue securitization bonds for
certain qualified costs authorized by the MPSC and to recover debt service costs from DTE Electric customers
DTE Sustainable Generation
DTE Sustainable Generation Holdings, LLC (an indirect wholly-owned subsidiary of DTE Energy) and subsidiary companies
DT Midstream
DT Midstream, Inc., formerly DTE Energy's natural gas pipeline, storage, and gathering non-utility business comprising the Gas Storage and Pipelines segment and certain DTE Energy holding company activity in the Corporate
and Other segment, which separated from DTE Energy and became an independent public company on July 1, 2021
EGLE
Michigan Department of Environment, Great Lakes, and Energy, formerly known as Michigan Department of Environmental Quality
EGU
Electric Generating Unit
ELG
Effluent
Limitations Guidelines
EPA
U.S. Environmental Protection Agency
Equity units
DTE Energy's 2019 equity units issued in November 2019, which were used to finance the Gas Storage and Pipelines acquisition on December 4, 2019
EWR
Energy
Waste Reduction program, which includes a mechanism authorized by the MPSC allowing DTE Electric and DTE Gas to recover through rates certain costs relating to energy waste reduction
FASB
Financial Accounting Standards Board
FERC
Federal Energy Regulatory Commission
FGD
Flue
Gas Desulfurization
FOV
Finding of Violation
FTRs
Financial Transmission Rights are financial instruments that entitle the holder to receive payments related to costs incurred for congestion on the transmission grid
GCR
A Gas Cost
Recovery mechanism authorized by the MPSC that allows DTE Gas to recover through rates its natural gas costs
GHGs
Greenhouse gases
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
Collective efforts to reduce the carbon emissions of DTE Energy's utility operations and gas suppliers to DTE Gas, as well as efforts to offset an amount equivalent to any remaining emissions. Progress towards net zero goals is estimated and methodologies and calculations may vary from those of other utility businesses with similar targets
Non-utility
An entity that is not a public utility. Its conditions of service, prices of goods and services, and other
operating related matters are not directly regulated by the MPSC
NOX
Nitrogen Oxides
NPDES
National Pollutant Discharge Elimination System
NRC
U.S. Nuclear Regulatory Commission
Production
tax credits
Tax credits as authorized under Section 45 of the Internal Revenue Code that are designed to stimulate investment in and development of alternate fuel sources. The amount of a production tax credit can vary each year as determined by the Internal Revenue Service
PSCR
A Power Supply Cost Recovery mechanism authorized by the MPSC that allows DTE Electric to recover through rates its fuel, fuel-related, and purchased power costs
REC
Renewable
Energy Credit
REF
Reduced Emissions Fuel
Registrants
DTE Energy and DTE Electric
Retail access
Michigan legislation provided customers the option of access to alternative suppliers for electricity and natural gas
RPS
Renewable
Portfolio Standard program, which includes a mechanism authorized by the MPSC allowing DTE Electric to recover through rates its renewable energy costs
RSN
Remarketable Senior Note
SIP
State Implementation Plan
SO2
Sulfur
Dioxide
SOFR
Secured Overnight Financing Rate
TCJA
Tax Cuts and Jobs Act of 2017, which reduced the corporate Federal income tax rate from 35% to 21%
Topic 606
FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, as
amended
VIE
Variable Interest Entity
Units
of Measurement
Bcf
Billion cubic feet of natural gas
BTU
British thermal unit, heat value (energy content) of fuel
This combined Form 10-Q is separately filed by DTE Energy and DTE Electric. Information in this combined Form 10-Q relating to each individual Registrant is filed by such Registrant on its own behalf. DTE Electric makes no representation regarding information relating to any other companies affiliated with DTE Energy other than its own subsidiaries. Neither DTE Energy, nor any of DTE Energy’s other subsidiaries (other than DTE Electric), has any obligation in respect of DTE Electric's debt securities, and holders of such debt securities should not consider the financial resources or results of operations of DTE Energy nor any of DTE Energy’s other subsidiaries (other than DTE Electric and its own subsidiaries (in relevant circumstances)) in making a decision with respect to DTE Electric's debt securities. Similarly, none of DTE Electric nor any other subsidiary of DTE Energy has
any obligation in respect to debt securities of DTE Energy. This combined Form 10-Q should be read in its entirety. No one section of this combined Form 10-Q deals with all aspects of the subject matter of this combined Form 10-Q. This combined Form 10-Q should be read in conjunction with the Consolidated Financial Statements and Combined Notes to Consolidated Financial Statements and with Management's Discussion and Analysis included in the combined DTE Energy and DTE Electric 2021 Annual Report on Form 10-K.
FORWARD-LOOKING STATEMENTS
Certain information presented herein includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition,
results of operations, and businesses of the Registrants. Words such as "anticipate,""believe,""expect,""may,""could,""projected,""aspiration,""plans," and "goals" signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions, but rather are subject to numerous assumptions, risks, and uncertainties that may cause actual future results to be materially different from those contemplated, projected, estimated, or budgeted. Many factors may impact forward-looking statements of the Registrants including, but not limited to, the following:
•the duration and impact of the COVID-19 pandemic on the Registrants and customers;
•impact of regulation by the EPA, EGLE, the FERC, the MPSC, the NRC, and for DTE Energy, the
CFTC and CARB, as well as other applicable governmental proceedings and regulations, including any associated impact on rate structures;
•the amount and timing of cost recovery allowed as a result of regulatory proceedings, related appeals, or new legislation, including legislative amendments and retail access programs;
•economic conditions and population changes in the Registrants' geographic area resulting in changes in demand, customer conservation, and thefts of electricity and, for DTE Energy, natural gas;
•the operational failure of electric or gas distribution systems or infrastructure;
•impact of volatility in prices in international steel markets and in prices of environmental attributes
generated from renewable natural gas investments on the operations of DTE Vantage;
•the risk of a major safety incident;
•environmental issues, laws, regulations, and the increasing costs of remediation and compliance, including actual and potential new federal and state requirements;
•the cost of protecting assets and customer data against, or damage due to, cyber incidents and terrorism;
•health, safety, financial, environmental, and regulatory risks associated with ownership and operation of nuclear facilities;
•volatility in commodity markets, deviations in weather, and related risks impacting the results of DTE Energy's energy
trading operations;
•changes in the cost and availability of coal and other raw materials, purchased power, and natural gas;
•advances in technology that produce power, store power, or reduce power consumption;
•changes in the financial condition of significant customers and strategic partners;
•the potential for losses on investments, including nuclear decommissioning trust and benefit plan assets and the related increases in
future expense and contributions;
•access to capital markets and the results of other financing efforts which can be affected by credit agency ratings;
•instability in capital markets which could impact availability of short and long-term financing;
•impacts of inflation and the timing and extent of changes in interest rates;
•the level of borrowings;
•the potential for increased costs or delays in completion of significant capital projects;
•changes in, and application of, federal, state, and local tax laws and their interpretations, including the Internal Revenue
Code, regulations, rulings, court proceedings, and audits;
•the effects of weather and other natural phenomena, including climate change, on operations and sales to customers, and purchases from suppliers;
•unplanned outages at our generation plants;
•employee relations and the impact of collective bargaining agreements;
•the availability, cost, coverage, and terms of insurance and stability of insurance providers;
•cost reduction efforts and the maximization of plant and distribution system performance;
•the effects of competition;
•changes
in and application of accounting standards and financial reporting regulations;
•changes in federal or state laws and their interpretation with respect to regulation, energy policy, and other business issues;
•successful execution of new business development and future growth plans;
•contract disputes, binding arbitration, litigation, and related appeals;
•the ability of the electric and gas utilities to achieve net zero emissions goals; and
•the risks discussed in the Registrants' public filings with the Securities and Exchange Commission.
New factors emerge from time to time. The Registrants
cannot predict what factors may arise or how such factors may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements speak only as of the date on which such statements are made. The Registrants undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.
Current
portion long-term debt, including securitization bonds and finance leases
i1,425
i2,874
Derivative
liabilities
i498
i238
Regulatory
liabilities
i54
i156
Operating
lease liabilities
i13
i14
Other
i535
i581
i5,466
i6,346
Long-Term
Debt (net of current portion)
Mortgage bonds, notes, and other
i16,354
i13,629
Securitization
bonds
i192
i—
Junior
subordinated debentures
i883
i883
Finance
lease liabilities
i13
i19
i17,442
i14,531
Other
Liabilities
Deferred income taxes
i2,313
i2,163
Regulatory
liabilities
i2,731
i3,106
Asset
retirement obligations
i3,425
i3,162
Unamortized
investment tax credit
i183
i158
Derivative
liabilities
i256
i192
Accrued
pension liability
i268
i339
Accrued
postretirement liability
i350
i358
Nuclear
decommissioning
i272
i321
Operating
lease liabilities
i69
i74
Other
i193
i256
i10,060
i10,129
Commitments
and Contingencies (Notes 6 and 13)
i
i
Equity
Common
stock (No par value, ii400,000,000/ shares authorized,
and ii193,741,991/ and ii193,747,509/
shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively)
i5,337
i5,379
Retained
earnings
i3,741
i3,438
Accumulated
other comprehensive loss
(i98)
(i112)
Total
DTE Energy Company Equity
i8,980
i8,705
Noncontrolling
interests
i6
i8
Total
Equity
i8,986
i8,713
Total
Liabilities and Equity
$
i41,954
$
i39,719
See
Combined Notes to Consolidated Financial Statements (Unaudited)
Combined Notes to Consolidated Financial Statements (Unaudited)
Index of Combined Notes to Consolidated Financial Statements (Unaudited)
The Combined Notes to Consolidated Financial Statements (Unaudited) are a combined presentation for DTE Energy and DTE Electric. The following list indicates the Registrant(s)
to which each note applies:
Note 1
Organization and Basis of Presentation
DTE Energy and DTE Electric
Note 2
Significant Accounting Policies
DTE Energy and DTE Electric
Note
3
New Accounting Pronouncements
DTE Energy and DTE Electric
Note 4
Discontinued Operations
DTE Energy
Note 5
Revenue
DTE Energy and DTE Electric
Note 6
Regulatory Matters
DTE
Energy and DTE Electric
Note 7
Earnings per Share
DTE Energy
Note 8
Fair Value
DTE Energy and DTE Electric
Note 9
Financial and Other Derivative Instruments
DTE Energy and DTE Electric
Note 10
Long-Term
Debt
DTE Energy and DTE Electric
Note 11
Short-Term Credit Arrangements and Borrowings
DTE Energy and DTE Electric
Note 12
Leases
DTE Energy
Note 13
Commitments and Contingencies
DTE Energy and DTE Electric
Note
14
Retirement Benefits and Trusteed Assets
DTE Energy and DTE Electric
Note 15
Segment and Related Information
DTE Energy
NOTE
1 — iORGANIZATION AND BASIS OF PRESENTATION
Corporate Structure
DTE Energy owns the following businesses:
•DTE Electric is a public utility engaged in the generation, purchase, distribution, and sale of electricity to approximately i2.3
million customers in southeastern Michigan;
•DTE Gas is a public utility engaged in the purchase, storage, transportation, distribution, and sale of natural gas to approximately i1.3 million customers throughout Michigan and the sale of storage and transportation capacity; and
•Other businesses include (1) DTE Vantage, which is primarily involved in renewable natural gas projects and providing industrial energy services and was formerly involved
in reduced emissions fuel projects until 2022, and 2) energy marketing and trading operations.
DTE Electric and DTE Gas are regulated by the MPSC. Certain activities of DTE Electric and DTE Gas, as well as various other aspects of businesses under DTE Energy, are regulated by the FERC. In addition, the Registrants are regulated by other federal and state regulatory agencies including the NRC, the EPA, EGLE, and for DTE Energy, the CFTC and CARB.
i
Basis of Presentation
The
Consolidated Financial Statements should be read in conjunction with the Combined Notes to Consolidated Financial Statements included in the combined DTE Energy and DTE Electric 2021 Annual Report on Form 10-K.
The accompanying Consolidated Financial Statements of the Registrants are prepared using accounting principles generally accepted in the United States of America. These accounting principles require management to use estimates and assumptions that impact reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results may differ from the Registrants' estimates.
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
The Consolidated Financial Statements are unaudited but, in the Registrants' opinions, include all adjustments necessary to present a fair statement of the results for the interim periods. All adjustments are of a normal recurring nature, except as otherwise disclosed in these Consolidated Financial Statements and Combined Notes to Consolidated Financial Statements. Financial results for this interim period are not necessarily indicative of results that may be expected for any other interim period or for the fiscal year ending December 31, 2022.
The information in these combined notes relates to each of the Registrants as noted in the Index of Combined Notes to Consolidated
Financial Statements. However, DTE Electric does not make any representation as to information related solely to DTE Energy or the subsidiaries of DTE Energy other than itself.
Certain prior year balances for the Registrants were reclassified to match the current year's Consolidated Financial Statements presentation.
Separation of DT Midstream
On July 1, 2021, DTE Energy completed the separation of DT Midstream, its former natural gas pipeline, storage and gathering non-utility business. Financial results of DT Midstream in the prior period are presented as Income from discontinued operations, net of taxes on DTE Energy's Consolidated Statements of Operations.
No adjustments were made to the historical activity within the Consolidated Statements
of Comprehensive Income, Consolidated Statements of Cash Flows, or the Consolidated Statements of Changes in Equity. Unless noted otherwise, discussion in the Notes to the Consolidated Financial Statements relate to continuing operations. Refer to Note 4 to the Consolidated Financial Statements, “Discontinued Operations,” for additional information.
i
Principles of Consolidation
The Registrants consolidate all majority-owned subsidiaries and investments in entities in which
they have controlling influence. Non-majority owned investments are accounted for using the equity method when the Registrants are able to significantly influence the operating policies of the investee. When the Registrants do not influence the operating policies of an investee, the equity investment is valued at cost minus any impairments, if applicable. These Consolidated Financial Statements also reflect the Registrants' proportionate interests in certain jointly-owned utility plants. The Registrants eliminate all intercompany balances and transactions.
The Registrants evaluate whether an entity is a VIE whenever reconsideration events occur. The Registrants consolidate VIEs for which they are the primary beneficiary. If a Registrant is not the primary beneficiary and an ownership interest is held, the VIE is accounted for under the equity method of accounting. When assessing the determination of the primary beneficiary,
a Registrant considers all relevant facts and circumstances, including: the power, through voting or similar rights, to direct the activities of the VIE that most significantly impact the VIE's economic performance and the obligation to absorb the expected losses and/or the right to receive the expected returns of the VIE. The Registrants perform ongoing reassessments of all VIEs to determine if the primary beneficiary status has changed.
Legal entities within the DTE Vantage segment enter into long-term contractual arrangements with customers to supply energy-related products or services. The entities are generally designed to pass-through the commodity risk associated with these contracts to the customers, with DTE Energy retaining operational and customer default risk. These entities generally are VIEs and consolidated when DTE Energy is the primary beneficiary. In addition, DTE Energy has interests in certain VIEs
through which control of all significant activities is shared with partners, and therefore are generally accounted for under the equity method.
The Registrants hold ownership interests in certain limited partnerships. The limited partnerships include investment funds which support regional development and economic growth, and an operational business providing energy-related products. These entities are generally VIEs as a result of certain characteristics of the limited partnership voting rights. The ownership interests are accounted for under the equity method as the Registrants are not the primary beneficiaries.
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
DTE Energy has variable interests in VIEs through certain of its long-term purchase and sale contracts. DTE Electric has variable interests in VIEs through certain of its long-term purchase contracts. As of September 30, 2022, the carrying amount of assets and liabilities in DTE Energy's Consolidated Statements of Financial Position that relate to its variable interests under long-term purchase and sale contracts are predominantly related to working capital accounts and generally represent the amounts owed by or to DTE Energy for the deliveries associated with the current billing cycle under the contracts. As of September 30, 2022, the carrying amount of assets
and liabilities in DTE Electric's Consolidated Statements of Financial Position that relate to its variable interests under long-term purchase contracts are predominantly related to working capital accounts and generally represent the amounts owed by DTE Electric for the deliveries associated with the current billing cycle under the contracts. The Registrants have not provided any significant form of financial support associated with these long-term contracts. There is ino material potential exposure to loss as a result
of DTE Energy's variable interests through these long-term purchase and sale contracts. In addition, there is ino material potential exposure to loss as a result of DTE Electric's variable interests through these long-term purchase contracts.
In the first quarter 2022, DTE Electric financed regulatory assets for previously deferred costs related to the River Rouge generation plant and tree trimming surge program through the sale of bonds by a wholly-owned special purpose entity,
DTE Securitization. DTE Securitization is a VIE. DTE Electric has the power to direct the most significant activities of DTE Securitization, including performing servicing activities such as billing and collecting surcharge revenue. Accordingly, DTE Electric is the primary beneficiary and DTE Securitization is consolidated by the Registrants.
The maximum risk exposure for consolidated VIEs is reflected on the Registrants' Consolidated Statements of Financial Position. For non-consolidated VIEs, the maximum risk exposure of the Registrants is generally limited to their investment, notes receivable, and future funding commitments.
i
The
following table summarizes the major Consolidated Statements of Financial Position items for consolidated VIEs as of September 30, 2022 and December 31, 2021. All assets and liabilities of a consolidated VIE are presented where it has been determined that aconsolidated VIE has either (1) assets that can be used only to settle obligations of the VIE or (2) liabilities for which creditors do not have recourse to the general credit of the primary beneficiary. VIEs, in which DTE Energy holds a majority voting interest and is the primary beneficiary, that meet the definition of a business and whose assets can be used for purposes other than the settlement of the VIE's obligations have been excluded from the table below.
Amounts for the Registrants' consolidated VIEs are as follows:
(a)DTE
Electric amounts reflect DTE Securitization, which was a new VIE beginning the first quarter of 2022. See Note 6 to the Consolidated Financial Statements, "Regulatory Matters."
(b)Includes $ii40/
million reported in Current portion of long-term debt on the Registrants' Consolidated Statements of Financial Position for the period ended September 30, 2022.
Allowance
for equity funds used during construction
i6
i6
i18
i18
Gains
from rabbi trust securities allocated from DTE Energy(a)
i—
i—
i—
i4
Other
i2
i2
i7
i9
$
i15
$
i14
$
i46
$
i52
_______________________________________
(a)Losses
from rabbi trust securities are recorded separately to Other expenses on the Consolidated Statements of Operations.
/i
Changes in Accumulated Other Comprehensive Income (Loss)
Comprehensive income (loss) is the change in common shareholders' equity during a period from transactions and events from non-owner sources, including
Net Income. The amounts recorded to Accumulated other comprehensive income (loss) for DTE Energy include changes in benefit obligations, consisting of deferred actuarial losses and prior service costs, unrealized gains and losses from derivatives accounted for as cash flow hedges, and foreign currency translation adjustments. DTE Energy releases income tax effects from accumulated other comprehensive income when the circumstances upon which they are premised cease to exist.
Changes in Accumulated other comprehensive income (loss) are presented in DTE Energy's Consolidated Statements of Changes in Equity and DTE Electric's Consolidated Statements of Changes in Shareholder's Equity, if any. For the three and nine months ended September 30, 2022 and 2021, reclassifications out of Accumulated other comprehensive income
(loss) were not material.
These
tax rates are affected by estimated annual permanent items, production tax credits, regulatory adjustments, and discrete items that may occur in any given period, but are not consistent from period to period. DTE Energy's effective tax rates in 2021 were significantly impacted by pre-tax losses in the third quarter, driven primarily by the loss on extinguishment of debt and reclassification of DT Midstream earnings to discontinued operations.
The i184% decrease in DTE Energy's effective
tax rate for the three months ended September 30, 2022 was primarily due to a deferred tax remeasurement of i133% in 2021, production tax credits of i57%,
and amortization of the TCJA regulatory liability of i32%, partially offset by a valuation allowance of i28%
in 2021 and recognition of a deferred intercompany gain of i13% in 2021.
The i34%
increase in DTE Energy’s effective tax rate for the nine months ended September 30, 2022 was primarily due to a deferred tax remeasurement of i23% in 2021 and closure of the REF business and resulting decrease in production tax credits of i17%,
partially offset by a valuation allowance of i5% in 2021.
The i10%
decrease in DTE Electric's effective tax rate for the three months ended September 30, 2022 and the i8% decrease in DTE Electric's effective tax rate for the nine months ended September 30, 2022 were primarily due to higher amortization of the TCJA regulatory liability, which was driven by the accelerated amortization approved in DTE Electric's prior year accounting applications to the MPSC.
DTE
Electric had income tax receivables with DTE Energy related to federal and state taxes of $i31 million and $i33 million at September 30, 2022 and December 31,
2021, respectively, which are included in Accounts Receivable - Affiliates on the DTE Electric Consolidated Statements of Financial Position. DTE Electric also had income tax payables with DTE Energy related to state taxes of $i2 million at December 31, 2021, which are included in Accounts Payable - Affiliates on the DTE Electric Consolidated Statements of Financial Position.
DTE Energy and DTE Electric had respective unrecognized tax benefits of $i10 million
and $i13 million related to state exposures at September 30, 2022, which are included in Current Liabilities - Other on the Registrants' Consolidated Statements of Financial Position. Of these benefits, the Registrants believe it is reasonably possible that $i8 million
at DTE Energy and $i9 million at DTE Electric will be recognized in the next 12 months. If recognized, these benefits would favorably impact effective tax rates and reduce tax expense in future periods by $i6 million
at DTE Energy and $i7 million at DTE Electric, net of federal benefit.
During the third quarter 2022, the Inflation Reduction Act (IRA) was signed into law. The IRA included several new tax provisions, including a corporate alternative minimum tax and various tax incentives for energy and climate initiatives. Enactment of this legislation did not impact the Registrants' financial statements for the period ended September 30,
2022. The Registrants do not expect the legislation to have a significant impact in the near term and continue to assess any potential long-term impacts.
Unrecognized Compensation Costs
As of September 30, 2022, DTE Energy had $i81 million of total unrecognized compensation cost related to non-vested
stock incentive plan arrangements. That cost is expected to be recognized over a weighted-average period of i1.4 years.
Allocated Stock-Based Compensation
DTE Electric received an allocation of costs from DTE Energy associated with stock-based compensation of $i9
million and $i10 million for the three months ended September 30, 2022 and 2021, respectively, while such allocation was $i30
million and $i35 million for the nine months ended September 30, 2022 and 2021, respectively.
Combined
Notes to Consolidated Financial Statements (Unaudited) — (Continued)
i
Cash, Cash Equivalents, and Restricted Cash
Cash and cash equivalents include cash on hand, cash in banks, and temporary investments purchased with remaining maturities of three months or less. Restricted cash includes funds held in separate bank accounts and principally consists of amounts at DTE Securitization to pay for debt service and other qualified costs. Restricted cash designated for payments within one year is
classified as a Current Asset.
i
Financing Receivables
Financing receivables are primarily composed of trade receivables, notes receivable, and unbilled revenue. The Registrants' financing receivables are stated at net realizable value.
The Registrants monitor the credit quality of their financing receivables on a regular basis by reviewing credit quality indicators and monitoring for trigger events, such as a credit rating downgrade or
bankruptcy. Credit quality indicators include, but are not limited to, ratings by credit agencies where available, collection history, collateral, counterparty financial statements and other internal metrics. Utilizing such data, the Registrants have determined three internal grades of credit quality. Internal grade 1 includes financing receivables for counterparties where credit rating agencies have ranked the counterparty as investment grade. To the extent credit ratings are not available, the Registrants utilize other credit quality indicators to determine the level of risk associated with the financing receivable. Internal grade 1 may include financing receivables for counterparties for which credit rating agencies have ranked the counterparty as below investment grade; however, due to favorable information on other credit quality indicators, the Registrants have determined the risk level to be similar to that of an investment grade counterparty. Internal grade
2 includes financing receivables for counterparties with limited credit information and those with a higher risk profile based upon credit quality indicators. Internal grade 3 reflects financing receivables for which the counterparties have the greatest level of risk, including those in bankruptcy status.
i
The following represents the Registrants' financing receivables by year of origination, classified by internal grade of credit risk. The related credit quality indicators and risk ratings utilized to develop the internal grades have been
updated through September 30, 2022.
DTE Energy
DTE Electric
Year
of Origination
2022
2021
2020 and Prior
Total
2022 and Prior
(In millions)
Notes receivable
Internal
grade 1
$
i—
$
i—
$
i21
$
i21
$
i17
Internal
grade 2
i25
i3
i16
i44
i—
Total
notes receivable(a)
$
i25
$
i3
$
i37
$
i65
$
i17
Net
investment in leases
Net investment in leases, internal grade 1
$
i—
$
i—
$
i38
$
i38
$
i—
Net
investment in leases, internal grade 2
i64
i—
i189
i253
i—
Total
net investment in leases(a)
$
i64
$
i—
$
i227
$
i291
$
i—
_______________________________________
(a)For
DTE Energy, included in Current Assets — Other and Other Assets — Notes Receivable on the Consolidated Statements of Financial Position. For DTE Electric, included in Current Assets — Other on the Consolidated Statements of Financial Position.
/
The allowance for doubtful accounts on accounts receivable for the utility entities is generally calculated using an aging approach that utilizes rates developed in reserve studies. DTE Electric and DTE Gas establish an allowance for uncollectible accounts based on historical losses and management's assessment of existing and future economic conditions, customer trends and other factors. Customer accounts are generally considered delinquent if the amount billed is not received by the due date, which is typically in i21
days, however, factors such as assistance programs may delay aggressive action. DTE Electric and DTE Gas generally assess late payment fees on trade receivables based on past-due terms with customers. Customer accounts are written off when collection efforts have been exhausted. The time period for write-off is i150 days after service has been terminated.
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
The customer allowance for doubtful accounts for non-utility businesses and other receivables for both utility and non-utility businesses is generally calculated based on specific review of probable future collections based on receivable balances generally in excess of i30
days. Existing and future economic conditions, customer trends and other factors are also considered. Receivables are written off on a specific identification basis and determined based upon the specific circumstances of the associated receivable.
Notes receivable for DTE Energy are primarily comprised of finance lease receivables and loans that are included in Notes Receivable and Other current assets on DTE Energy's Consolidated Statements of Financial Position. Notes receivable for DTE Electric are primarily comprised of loans.
Notes receivable are typically considered delinquent when payment is not received for periods ranging from i60
to i120 days. The Registrants cease accruing interest (nonaccrual status), consider a note receivable impaired, and establish an allowance for credit loss when it is probable that all principal and interest amounts due will not be collected in accordance with the contractual terms of the note receivable. In determining the allowance for credit losses for notes receivable, the Registrants consider the historical payment experience and other factors that are expected to have a specific impact on the counterparty's ability to pay including existing and future economic conditions.
Cash
payments received on nonaccrual status notes receivable, that do not bring the account contractually current, are first applied to the contractually owed past due interest, with any remainder applied to principal. Accrual of interest is generally resumed when the note receivable becomes contractually current.
i
The following tables present a roll-forward of the activity for the Registrants' financing receivables credit loss reserves:
Uncollectible
expense for the Registrants is primarily comprised of the current period provision for allowance for doubtful accounts and is summarized as follows:
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
NOTE 3 — iNEW ACCOUNTING PRONOUNCEMENTS
i
Recently
Adopted Pronouncements
In July 2021, the FASB issued ASU No. 2021-05, Leases (Topic 842): Lessors – Certain Leases with Variable Lease Payments. The amendments in this update modify lease classification requirements for lessors, providing that lease contracts with variable lease payments that do not depend on a reference index or a rate should be classified as operating leases if they would have been classified as a sales-type or direct financing lease and resulted in the recognition of a selling loss at lease commencement. The Registrants adopted the ASU effective January 1, 2022 using the prospective approach. The adoption of the ASU did not have a significant impact on the Registrants' Consolidated Financial Statements.
In October 2021, the FASB issued ASU No. 2021-08, Business
Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this update require contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers. Historically, such amounts were recognized by the acquirer at fair value in acquisition accounting. The Registrants early adopted the ASU effective January 1, 2022, which had no impact on the Registrants' Consolidated Financial Statements for the current period. The Registrants will apply the guidance prospectively to any future business combinations.
Recently Issued Pronouncements
In March 2022, the
FASB issued ASU No. 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The amendments in this update eliminate the accounting guidance for troubled debt restructurings by creditors that have adopted the Current Expected Credit Loss (“CECL”) model under ASC 326 and enhance the disclosure requirements for loan refinancings and restructurings made with borrowers experiencing financial difficulty. Additionally, the amendments require the disclosure of current period gross write-offs for financing receivables and net investment in leases by year of origination in the vintage disclosures. The ASU is effective for the Registrants for fiscal years beginning after December 15, 2022, and interim periods therein. Early adoption is permitted. The Registrants will apply the guidance prospectively after the effective
date.
In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments in this update clarify that contractual sale restrictions should not be considered when measuring the fair value of equity securities subject to such restrictions. The amendments also require the disclosure of the fair value of such equity securities, the nature and remaining duration of the restrictions, and the circumstances leading to a lapse in the restrictions. The ASU is effective for the Registrants for fiscal years beginning after December 15, 2023, and interim periods therein. Early adoption is permitted. The Registrants are currently assessing the impact of this standard on their Consolidated Financial Statements.
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
NOTE 4 — iDISCONTINUED OPERATIONS
Separation of DT Midstream
On July 1, 2021, DTE Energy completed the
separation of DT Midstream, its former natural gas pipeline, storage, and gathering non-utility business. iThe table below reflects the financial results of DT Midstream that are included in discontinued operations within the Consolidated Statements of Operations. These results include the impact of tax-related adjustments and all transaction costs related to the separation. General corporate overhead
costs have been excluded and no portion of corporate interest costs were allocated to discontinued operations.
Income
(Loss) from Discontinued Operations Before Income Taxes
(i30)
i170
Income
Tax Expense
i3
i58
Net
Income (Loss) from Discontinued Operations, Net of Taxes
(i33)
i112
Less:
Net Income Attributable to Noncontrolling Interests
i—
i6
Net
Income (Loss) from Discontinued Operations
$
(i33)
$
i106
_______________________________________
(a)Includes
separation transaction costs of $i30 million and $i59 million for the three and nine months ended September 30, 2021, respectively, for various legal, accounting
and other professional services fees.
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
The following table is a summary of significant non-cash items and capital expenditures of discontinued operations included in DTE Energy's Consolidated Statements of Cash Flows:
(a)Revenues
generally represent those of DTE Electric, except $i3 million and $i2 million of Other revenues related to DTE
Sustainable Generation for the three months ended September 30, 2022 and 2021, respectively, and $i11 million and $i9
million for the nine months ended September 30, 2022 and 2021, respectively.
(b)Includes revenue adjustments related to various regulatory mechanisms, including the PSCR at the Electric segment and GCR at the Gas segment. Revenues related to these mechanisms may vary based on changes in the cost of fuel, purchased power, and gas.
The
deferred revenues at DTE Energy generally represent amounts paid by or receivable from customers for which the associated performance obligation has not yet been satisfied.
Deferred revenues include amounts associated with REC performance obligations under certain wholesale full requirements power contracts. Deferred revenues associated with RECs are recognized as revenue when control of the RECs has transferred.
Other performance obligations associated with deferred revenues include providing products and services related to customer prepayments. Deferred revenues associated with these products and services are recognized when control has transferred to the customer.
i
The
following table represents deferred revenue amounts for DTE Energy that are expected to be recognized as revenue in future periods:
DTE Energy
(In millions)
2022
$
i42
2023
i64
2024
i1
2025
i2
2026
i—
2027
and thereafter
i1
$
i110
/
Transaction
Price Allocated to the Remaining Performance Obligations
In accordance with optional exemptions available under Topic 606, the Registrants did not disclose the value of unsatisfied performance obligations for (1) contracts with an original expected length of one year or less, (2) with the exception of fixed consideration, contracts for which revenue is recognized at the amount to which the Registrants have the right to invoice for goods provided and services performed, and (3) contracts for which variable consideration relates entirely to an unsatisfied performance obligation.
Combined
Notes to Consolidated Financial Statements (Unaudited) — (Continued)
Such contracts consist of varying types of performance obligations across the segments, including the supply and delivery of energy related products and services. Contracts with variable volumes and/or variable pricing, including those with pricing provisions tied to a consumer price or other index, have also been excluded as the related consideration under the contract is variable at inception of the contract. Contract lengths vary from cancellable to multi-year.
The Registrants expect to recognize revenue for the following amounts related to fixed consideration associated with remaining performance obligations in each of the future periods noted:
DTE
Energy
DTE Electric
(In millions)
2022
$
i43
$
i2
2023
i292
i7
2024
i192
i7
2025
i118
i1
2026
i67
i—
2027
and thereafter
i355
i—
$
i1,067
$
i17
NOTE
6 — iREGULATORY MATTERS
2021 Securitization Filing
On June 23, 2021, the MPSC issued a financing order authorizing DTE Electric to issue Securitization bonds for qualified costs of up to $i236 million,
including $i73 million for the net book value of the River Rouge generation plant, $i157 million
for tree trimming surge program costs, and $i6 million for other qualified costs. The financing order further authorized customer charges for the timely recovery of the debt service costs on the Securitization bonds and other ongoing qualified costs.
On March 17, 2022, DTE Electric closed on the issuance of Securitization bonds of $i236 million. Refer
to Note 10 to the Consolidated Financial Statements, “Long-Term Debt,” for additional information regarding the terms of the bonds and use of proceeds. Upon closing the transaction, DTE Electric recognized Securitized regulatory assets of $i230 million, which were reclassified from existing Regulatory assets for the net book value of the River Rouge plant and tree trimming surge program. Debt service costs relating to tree trimming will be recovered over a period not to exceed i5
years, while amounts relating to River Rouge will be recovered over a period not to exceed i14 years.
2022 Electric Rate Case Filing
DTE Electric filed a rate case with the MPSC on January 21, 2022 requesting an increase in base rates of $i388 million
based on a projected twelve-month period ending October 31, 2023. The requested increase in base rates is primarily due to an increase in net plant resulting from generation and distribution investments, as well as related increases to depreciation and property tax expenses. The rate filing also requested an increase in return on equity from i9.9% to i10.25%
and includes projected changes in sales. A final MPSC order in this case is expected in November 2022.
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
NOTE 7 — iEARNINGS
PER SHARE
Basic earnings per share is calculated by dividing net income, adjusted for income allocated to participating securities, by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect the dilution that would occur if any potentially dilutive instruments were exercised or converted into common shares. DTE Energy’s participating securities are restricted shares under the stock incentive program that contain rights to receive non-forfeitable dividends. Equity units and performance shares do not receive cash dividends; as such, these awards are not considered participating securities.
i
The
following is a reconciliation of DTE Energy's basic and diluted income per share calculation:
Net Income Attributable to DTE Energy Company — continuing operations
$
i387
$
i58
$
i818
$
i495
Less:
Allocation of earnings to net restricted stock awards
i1
i—
i2
i1
$
i386
$
i58
$
i816
$
i494
Net
Income Attributable to DTE Energy Company — discontinued operations
i—
(i33)
i—
i106
Net
income available to common shareholders — basic
$
i386
$
i25
$
i816
$
i600
Average
number of common shares outstanding — basic
i193
i193
i193
i193
Income
from continuing operations
$
i2.00
$
i0.30
$
i4.22
$
i2.55
Income
from discontinued operations
i—
(i0.17)
i—
i0.55
Basic
Earnings per Common Share
$
i2.00
$
i0.13
$
i4.22
$
i3.10
Diluted
Earnings per Share
Net Income Attributable to DTE Energy Company — continuing operations
$
i387
$
i58
$
i818
$
i495
Less:
Allocation of earnings to net restricted stock awards
i1
i—
i2
i1
$
i386
$
i58
$
i816
$
i494
Net
Income Attributable to DTE Energy Company — discontinued operations
i—
(i33)
i—
i106
Net
income available to common shareholders — diluted
$
i386
$
i25
$
i816
$
i600
Average
number of common shares outstanding — basic
i193
i193
i193
i193
Average
dilutive equity units and performance share awards
i1
i1
i1
i1
Average
number of common shares outstanding — diluted
i194
i194
i194
i194
Income
from continuing operations
$
i1.99
$
i0.30
$
i4.21
$
i2.55
Income
from discontinued operations
i—
(i0.17)
i—
i0.55
Diluted
Earnings per Common Share(a)
$
i1.99
$
i0.13
$
i4.21
$
i3.10
_______________________________________
(a)Equity
units excluded from the calculation of diluted EPS were approximately i10.1 million and i11.1
million for the three months ended September 30, 2022 and 2021, respectively, and i10.2 million and i11.5
million for the nine months ended September 30, 2022 and 2021, respectively, as the dilutive stock price threshold was not met.
Combined Notes to Consolidated
Financial Statements (Unaudited) — (Continued)
NOTE 8 — iFAIR VALUE
i
Fair value is defined 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 Registrants make certain assumptions they believe that market participants would use in pricing assets or liabilities, including assumptions about risk, and the risks inherent in the inputs to valuation techniques. Credit risk of the Registrants and their counterparties is incorporated in the valuation of assets and liabilities through the use of credit reserves, the impact of which was immaterial at September 30, 2022 and December 31, 2021. The
Registrants believe they use valuation techniques that maximize the use of observable market-based inputs and minimize the use of unobservable inputs.
A fair value hierarchy has been established that 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. All assets and liabilities are required to 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. The Registrants classify fair value balances based on the fair value hierarchy defined as follows:
•Level 1 — Consists of unadjusted quoted prices in active markets for identical assets or liabilities that the Registrants have the ability to access as of the reporting date.
•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.
•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.
(a)Amounts
represent assets valued at NAV as a practical expedient for fair value.
(b)Amounts represent the impact of master netting agreements that allow DTE Energy to net gain and loss positions and cash collateral held or placed with the same counterparties.
(c)Amounts include $i25 million and $i1
million of cash equivalents recorded in Restricted cash on DTE Energy's Consolidated Statements of Financial Position at September 30, 2022 and December 31, 2021, respectively. All other amounts are included in Cash and cash equivalents on DTE Energy's Consolidated Statements of Financial Position.
(d)Excludes cash surrender value of life insurance investments.
(e)For contracts with a clearing agent, DTE Energy nets all activity across commodities. This can result in some individual commodities having a contra balance.
(a)Amounts
represent assets valued at NAV as a practical expedient for fair value.
(b)Cash equivalents of $i23 million are included in Restricted cash on DTE Electric's Consolidated Statements of Financial Position at September 30, 2022.
Cash Equivalents
Cash equivalents include investments with maturities of three months or less when purchased. The
cash equivalents shown in the fair value table are comprised of short-term investments and money market funds.
i
Nuclear Decommissioning Trusts and Other Investments
The nuclear decommissioning trusts and other investments hold debt and equity securities directly and indirectly through commingled funds. Exchange-traded debt and equity securities held directly, as well as publicly-traded commingled funds, are valued using quoted
market prices in actively traded markets. Non-exchange traded fixed income securities are valued based upon quotations available from brokers or pricing services.
Non-publicly traded commingled funds holding exchange-traded equity or debt securities are valued based on stated NAVs. There are no significant restrictions for these funds and investments may be redeemed with i7 to i65
days notice depending on the fund. There is no intention to sell the investment in these commingled funds.
Private equity and other assets include a diversified group of funds that are classified as NAV assets. These funds primarily invest in limited partnerships, including private equity, private real estate and private credit. Distributions are received through the liquidation of the underlying fund assets over the life of the funds. There are generally no redemption rights. The limited partner must hold the fund for its life or find a third-party buyer, which may need to be approved by the general partner. The funds are established with varied contractual durations generally in the range of i7
years to i12 years. The fund life can often be extended by several years by the general partner, and further extended with the approval of the limited partners. Unfunded commitments related to these investments totaled $i190
million and $i199 million as of September 30, 2022 and December 31, 2021, respectively.
Hedge funds and similar investments utilize a diversified group of strategies that attempt to capture uncorrelated sources of return. These investments include publicly traded mutual funds that are valued using quoted
prices in actively traded markets, as well as insurance-linked and asset-backed securities that are valued using quotations from broker or pricing services.
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
For pricing the nuclear decommissioning trusts and other investments, a primary price source is identified by asset type, class,
or issue for each security. The trustee monitors prices supplied by pricing services and may use a supplemental price source or change the primary source of a given security if the trustee determines that another price source is considered preferable. The Registrants have obtained an understanding of how these prices are derived, including the nature and observability of the inputs used in deriving such prices.
i
Derivative Assets and Liabilities
Derivative assets and liabilities are comprised of physical and financial derivative contracts,
including futures, forwards, options, and swaps that are both exchange-traded and over-the-counter traded contracts. Various inputs are used to value derivatives depending on the type of contract and availability of market data. Exchange-traded derivative contracts are valued using quoted prices in active markets. The Registrants consider the following criteria in determining whether a market is considered active: frequency in which pricing information is updated, variability in pricing between sources or over time, and the availability of public information. Other derivative contracts are valued based upon a variety of inputs including commodity market prices, broker quotes, interest rates, credit ratings, default rates, market-based seasonality, and basis differential factors. The Registrants monitor the prices that are supplied by brokers and pricing services and may use a supplemental price source or change the primary price source of an index if prices become
unavailable or another price source is determined to be more representative of fair value. The Registrants have obtained an understanding of how these prices are derived. Additionally, the Registrants selectively corroborate the fair value of their transactions by comparison of market-based price sources. Mathematical valuation models are used for derivatives for which external market data is not readily observable, such as contracts which extend beyond the actively traded reporting period. The Registrants have established a Risk Management Committee whose responsibilities include directly or indirectly ensuring all valuation methods are applied in accordance with predefined policies. The development and maintenance of the Registrants' forward price curves has been assigned to DTE Energy's Risk Management Department, which is separate and distinct from the trading functions within DTE Energy.
i
The
following table presents the fair value reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basis for DTE Energy:
Total
gains (losses) included in Net Income attributed to the change in unrealized gains (losses) related to assets and liabilities held at September 30(a)
$
i29
$
i37
$
(i5)
$
i61
$
(i109)
$
(i30)
$
(i2)
$
(i141)
Total
gains (losses) included in Regulatory liabilities attributed to the change in unrealized gains (losses) related to assets and liabilities held at September 30
$
i—
$
i—
$
(i1)
$
(i1)
$
i—
$
i—
$
i—
$
i—
_______________________________________
(a)Amounts
are reflected in Operating Revenues — Non-utility operations and Fuel, purchased power, gas, and other — non-utility in DTE Energy's Consolidated Statements of Operations.
Total
gains (losses) included in Net Income attributed to the change in unrealized gains (losses) related to assets and liabilities held at September 30(a)
$
(i248)
$
(i2)
$
(i31)
$
(i281)
$
(i301)
$
(i54)
$
(i17)
$
(i372)
Total
gains (losses) included in Regulatory liabilities attributed to the change in unrealized gains (losses) related to assets and liabilities held at September 30
$
i—
$
i—
$
i16
$
i16
$
i—
$
i—
$
i12
$
i12
_______________________________________
(a)Amounts
are reflected in Operating Revenues — Non-utility operations and Fuel, purchased power, gas, and other — non-utility in DTE Energy's Consolidated Statements of Operations.
The following table presents the fair value reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basis for DTE Electric:
Total
gains (losses) recorded in Regulatory liabilities
(i4)
(i1)
i20
i14
Purchases,
issuances, and settlements
Settlements
(i5)
(i2)
(i13)
(i6)
Net
Assets as of September 30
$
i16
$
i12
$
i16
$
i12
Total
gains (losses) included in Regulatory liabilities attributed to the change in unrealized gains (losses) related to assets and liabilities held at September 30
$
(i1)
$
i—
$
i16
$
i12
iDerivatives
are transferred between levels primarily due to changes in the source data used to construct price curves as a result of changes in market liquidity. Transfers in and transfers out are reflected as if they had occurred at the beginning of the period. There were no transfers from or into Level 3 for DTE Electric during the three and nine months ended months ended September 30, 2022 and 2021.
The
unobservable inputs used in the fair value measurement of the electricity and natural gas commodity types consist of inputs that are less observable due in part to lack of available broker quotes, supported by little, if any, market activity at the measurement date or are based on internally developed models. Certain basis prices (i.e., the difference in pricing between two locations) included in the valuation of natural gas and electricity contracts were deemed unobservable. The weighted average price for unobservable inputs was calculated using the average of forward price curves for natural gas and electricity and the absolute value of monthly volumes.
The inputs listed above would have had a direct impact on the fair values of the above security types if they were adjusted. A significant increase (decrease) in the basis price would have resulted in a higher (lower) fair value for long positions, with offsetting impacts
to short positions.
Fair Value of Financial Instruments
i
The following table presents the carrying amount and fair value of financial instruments for DTE Energy:
(a)Current
portion included in Current Assets — Other on DTE Energy's Consolidated Statements of Financial Position.
(b)Included in Current Liabilities — Other and Other Liabilities — Other on DTE Energy's Consolidated Statements of Financial Position.
(c)Includes debt due within one year and excludes finance lease obligations. Carrying value also includes unamortized debt discounts and issuance costs.
(a)Included
in Current Assets — Other on DTE Electric's Consolidated Statements of Financial Position.
(b)Included in Current Liabilities — Other and Other Liabilities — Other on DTE Electric's Consolidated Statements of Financial Position.
(c)Includes debt due within one year and excludes finance lease obligations. Carrying value also includes unamortized debt discounts and issuance costs.
For further fair value information on financial and derivative instruments, see Note 9 to the Consolidated Financial Statements, "Financial and Other Derivative Instruments."
Nuclear Decommissioning Trust Funds
DTE Electric has a legal obligation to decommission its nuclear power plants following the expiration of its
operating licenses. This obligation is reflected as an Asset retirement obligation on DTE Electric's Consolidated Statements of Financial Position. Rates approved by the MPSC provide for the recovery of decommissioning costs of Fermi 2 and the disposal of low-level radioactive waste.
i
The following table summarizes DTE Electric's fair value of the nuclear decommissioning trust fund assets:
The
costs of securities sold are determined on the basis of specific identification. iThe following table sets forth DTE Electric's gains and losses and proceeds from the sale of securities by the nuclear decommissioning trust funds:
Realized
gains and losses from the sale of securities and unrealized gains and losses incurred by the Fermi 2 trust are recorded to Regulatory assets and the Nuclear decommissioning liability. Realized gains and losses from the sale of securities and unrealized gains and losses on the low-level radioactive waste funds are recorded to the Nuclear decommissioning liability.
Fixed
income securities held in nuclear decommissioning trust funds include $i91 million of non-publicly traded commingled funds that do not have a contractual maturity date.
Other Securities
At September 30, 2022 and December 31, 2021, DTE Energy's securities included in Other investments
on the Consolidated Statements of Financial Position were comprised primarily of investments within DTE Energy's rabbi trust. The rabbi trust was established to fund certain non-qualified pension benefits, and therefore changes in market value are recognized in earnings. Gains and losses are allocated from DTE Energy to DTE Electric and are included in Other Income or Other Expense, respectively, in the Registrants' Consolidated Statements of Operations. iThe following table summarizes the Registrant's gains (losses) related to the trust:
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
NOTE 9 — iFINANCIAL AND OTHER DERIVATIVE INSTRUMENTS
i
The
Registrants recognize all derivatives at their fair value as Derivative assets or liabilities on their respective Consolidated Statements of Financial Position unless they qualify for certain scope exceptions, including the normal purchases and normal sales exception. Further, derivatives that qualify and are designated for hedge accounting are classified as either hedges of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge); or as hedges of the fair value of a recognized asset or liability or of an unrecognized firm commitment (fair value hedge). For cash flow hedges, the derivative gain or loss is deferred in Accumulated other comprehensive income (loss) and later reclassified into earnings when the underlying transaction occurs. For fair value hedges, changes in fair values for the derivative and hedged item are recognized in earnings each period. For derivatives that do
not qualify or are not designated for hedge accounting, changes in fair value are recognized in earnings each period.
The Registrants' primary market risk exposure is associated with commodity prices, credit, and interest rates. The Registrants have risk management policies to monitor and manage market risks. The Registrants use derivative instruments to manage some of the exposure. DTE Energy uses derivative instruments for trading purposes in its Energy Trading segment. Contracts classified as derivative instruments include electricity, natural gas, oil, certain environmental contracts, forwards, futures, options, swaps, and foreign currency exchange contracts. Items not classified as derivatives include natural gas and environmental inventory, pipeline transportation contracts, certain environmental contracts, and natural gas storage assets.
DTE Electric —
DTE Electric generates, purchases, distributes, and sells electricity. DTE Electric uses forward contracts to manage changes in the price of electricity and fuel. Substantially all of these contracts meet the normal purchases and normal sales exception and are therefore accounted for under the accrual method. Other derivative contracts are MTM and recoverable through the PSCR mechanism when settled. This results in the deferral of unrealized gains and losses as Regulatory assets or liabilities until realized.
DTE Gas — DTE Gas purchases, stores, transports, distributes, and sells natural gas, and buys and sells transportation and storage capacity. DTE Gas has fixed-priced contracts for portions of its expected natural gas supply requirements through March 2025. Substantially all of these contracts meet the normal purchases and normal sales exception and are therefore accounted for under the accrual
method. Forward transportation and storage contracts are generally not derivatives and are therefore accounted for under the accrual method.
DTE Vantage — This segment manages and operates renewable gas recovery projects, industrial energy projects, and power generation assets. Long-term contracts and hedging instruments are used in the marketing and management of the segment assets. These contracts and hedging instruments are generally not derivatives and are therefore accounted for under the accrual method.
Energy Trading — Commodity Price Risk — Energy Trading markets and trades electricity, natural gas physical products, and energy financial instruments, and provides energy and asset management services utilizing energy commodity derivative instruments. Forwards, futures, options, and swap agreements are used to manage exposure
to the risk of market price and volume fluctuations in its operations. These derivatives are accounted for by recording changes in fair value to earnings unless hedge accounting criteria are met.
Energy Trading — Foreign Currency Exchange Risk — Energy Trading has foreign currency exchange forward contracts to economically hedge fixed Canadian dollar commitments existing under natural gas and power purchase and sale contracts and natural gas transportation contracts. Energy Trading enters into these contracts to mitigate price volatility with respect to fluctuations of the Canadian dollar relative to the U.S. dollar. These derivatives are accounted for by recording changes in fair value to earnings unless hedge accounting criteria are met.
Corporate and Other — Interest Rate Risk — DTE Energy may use interest rate swaps, treasury
locks, and other derivatives to hedge the risk associated with interest rate market volatility.
Credit Risk — DTE Energy maintains credit policies that significantly minimize overall credit risk. These policies include an evaluation of potential customers’ and counterparties’ financial condition, including the viability of underlying productive assets, credit rating, collateral requirements, or other credit enhancements such as letters of credit or guarantees. DTE Energy generally uses standardized agreements that allow the netting of positive and negative transactions associated with a single counterparty. DTE Energy maintains a provision for credit losses based on factors surrounding the credit risk of its customers, historical trends, and other information. Based on DTE Energy's credit policies and its September 30, 2022 provision for credit losses,
DTE Energy’s exposure to counterparty nonperformance is not expected to have a material adverse effect on DTE Energy's Consolidated Financial Statements.
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
Derivative Activities
DTE Energy manages its MTM risk on a portfolio basis based upon the delivery period of its contracts and the individual components of the risks within each contract. Accordingly, it records and manages the energy purchase and
sale obligations under its contracts in separate components based on the commodity (e.g. electricity or natural gas), the product (e.g. electricity for delivery during peak or off-peak hours), the delivery location (e.g. by region), the risk profile (e.g. forward or option), and the delivery period (e.g. by month and year). The following describes the categories of activities represented by their operating characteristics and key risks:
•Asset Optimization — Represents derivative activity associated with assets owned and contracted by DTE Energy, including forward natural gas purchases and sales, natural gas transportation, and storage capacity. Changes in the value of derivatives in this category typically economically offset changes in the value of underlying non-derivative positions, which do not qualify for fair value accounting. The difference in accounting treatment
of derivatives in this category and the underlying non-derivative positions can result in significant earnings volatility.
•Marketing and Origination — Represents derivative activity transacted by originating substantially hedged positions with wholesale energy marketers, producers, end-users, utilities, retail aggregators, and alternative energy suppliers.
•Fundamentals Based Trading — Represents derivative activity transacted with the intent of taking a view, capturing market price changes, or putting capital at risk. This activity is speculative in nature as opposed to hedging an existing exposure.
•Other — Includes derivative activity at DTE Electric related to FTRs. Changes in the value
of derivative contracts at DTE Electric are recorded as Derivative assets or liabilities, with an offset to Regulatory assets or liabilities as the settlement value of these contracts will be included in the PSCR mechanism when realized.
i
The following table presents the fair value of derivative instruments for DTE Energy:
Total
derivatives not designated as hedging instruments
$
i2,754
$
(i2,995)
$
i1,391
$
(i1,504)
Current
$
i2,209
$
(i2,282)
$
i1,035
$
(i1,037)
Noncurrent
i545
(i714)
i356
(i471)
Total
derivatives
$
i2,754
$
(i2,996)
$
i1,391
$
(i1,508)
/
The
fair value of derivative instruments at DTE Electric was $i16 million and $i9 million at September 30,
2022 and December 31, 2021, respectively, comprised of FTRs recorded to Current Assets - Other on the Consolidated Statements of Financial Position and not designated as hedging instruments.
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
i
Certain
of DTE Energy's derivative positions are subject to netting arrangements which provide for offsetting of asset and liability positions as well as related cash collateral. Such netting arrangements generally do not have restrictions. Under such netting arrangements, DTE Energy offsets the fair value of derivative instruments with cash collateral received or paid for those contracts executed with the same counterparty, which reduces DTE Energy's Total Assets and Liabilities. Cash collateral is allocated between the fair value of derivative instruments and customer accounts receivable and payable with the same counterparty on a pro-rata basis to the extent there is exposure. Any cash collateral remaining, after the exposure is netted to zero, is reflected in Accounts receivable and Accounts payable as collateral paid or received, respectively.
DTE Energy also provides and receives collateral in the form of letters of credit
which can be offset against net Derivative assets and liabilities as well as Accounts receivable and payable. DTE Energy had $i79 million of letters of credit issued and outstanding at September 30, 2022 and $i18
million at December 31, 2021, which could be used to offset net Derivative liabilities. Letters of credit received from third parties which could be used to offset net Derivative assets were $i56 million and $i37
million at September 30, 2022 and December 31, 2021, respectively. Such balances of letters of credit are excluded from the tables below and are not netted with the recognized assets and liabilities in DTE Energy's Consolidated Statements of Financial Position.
For contracts with certain clearing agents, the fair value of derivative instruments is netted against realized positions with the net balance reflected as either 1) a Derivative asset or liability or 2) an Account receivable or payable. Other than certain clearing agents, Accounts receivable and Accounts payable that are subject to netting arrangements have not been offset against the fair value of Derivative assets and liabilities.
/ii
The
following table presents net cash collateral offsetting arrangements for DTE Energy:
Gross Amounts Offset in the Consolidated Statements of Financial Position
Net Amounts of Assets (Liabilities) Presented in the Consolidated Statements of Financial Position
Gross Amounts of Recognized Assets (Liabilities)
Gross Amounts Offset in the Consolidated Statements of Financial Position
Net
Amounts of Assets (Liabilities) Presented in the Consolidated Statements of Financial Position
(In millions)
Derivative assets
Commodity contracts(a)
Natural
gas
$
i891
$
(i852)
$
i39
$
i454
$
(i394)
$
i60
Electricity
i1,622
(i1,160)
i462
i643
(i441)
i202
Environmental
& Other
i238
(i224)
i14
i294
(i285)
i9
Foreign
currency exchange contracts
i3
i—
i3
i—
i—
i—
Total
derivative assets
$
i2,754
$
(i2,236)
$
i518
$
i1,391
$
(i1,120)
$
i271
Derivative
liabilities
Commodity contracts(a)
Natural gas
$
(i1,193)
$
i772
$
(i421)
$
(i594)
$
i347
$
(i247)
Electricity
(i1,577)
i1,244
(i333)
(i622)
i443
(i179)
Environmental
& Other
(i225)
i226
i1
(i288)
i288
i—
Foreign
currency exchange contracts
(i1)
i—
(i1)
(i4)
i—
(i4)
Total
derivative liabilities
$
(i2,996)
$
i2,242
$
(i754)
$
(i1,508)
$
i1,078
$
(i430)
_______________________________________
(a)For
contracts with a clearing agent, DTE Energy nets all activity across commodities. This can result in some individual commodities having a contra balance.
i
The following table presents the netting offsets of Derivative assets and liabilities showing the reconciliation of derivative instruments to DTE Energy's Consolidated Statements of Financial Position:
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
i
The effect of derivatives not designated as hedging instruments on DTE Energy's Consolidated Statements of Operations is as follows:
Location
of Gain (Loss) Recognized in Income on Derivatives
Gain (Loss) Recognized in Income on Derivatives for the Three Months Ended September 30,
Gain (Loss) Recognized in Income on Derivatives for the Nine Months Ended September 30,
2022
2021
2022
2021
(In
millions)
Commodity contracts
Natural gas
Operating Revenues — Non-utility operations
$
(i52)
$
(i214)
$
(i315)
$
(i371)
Natural
gas
Fuel, purchased power, gas, and other — non-utility
i108
i63
i8
(i16)
Electricity
Operating
Revenues — Non-utility operations
i61
i68
i173
i143
Environmental
& Other
Operating Revenues — Non-utility operations
(i3)
i3
i15
(i36)
Foreign
currency exchange contracts
Operating Revenues — Non-utility operations
i5
i2
i5
(i1)
Total
$
i119
$
(i78)
$
(i114)
$
(i281)
/
iRevenues
and energy costs related to trading contracts are presented on a net basis in DTE Energy's Consolidated Statements of Operations. Commodity derivatives used for trading purposes, and financial non-trading commodity derivatives, are accounted for using the MTM method with unrealized and realized gains and losses recorded in Operating Revenues — Non-utility operations. Non-trading physical commodity sale and purchase derivative contracts are generally accounted for using the MTM method with unrealized and realized gains and losses for sales recorded in Operating Revenues — Non-utility operations and purchases recorded in Fuel, purchased power, gas, and other — non-utility.
i
The
following represents the cumulative gross volume of DTE Energy's derivative contracts outstanding as of September 30, 2022:
Commodity
Number of Units
Natural gas (MMBtu)
i2,218,333,992
Electricity
(MWh)
i30,593,651
Oil (Gallons)
i8,532,000
Foreign
currency exchange ($ CAD)
i132,812,314
Renewable Energy Certificates (MWh)
i7,816,573
Carbon
emissions (Metric Tons)
i592,605
/
Various subsidiaries of DTE Energy have entered into contracts which contain ratings triggers and are guaranteed by DTE Energy. These contracts contain provisions which allow the counterparties to require
that DTE Energy post cash or letters of credit as collateral in the event that DTE Energy’s credit rating is downgraded below investment grade. Certain of these provisions (known as "hard triggers") state specific circumstances under which DTE Energy can be required to post collateral upon the occurrence of a credit downgrade, while other provisions (known as "soft triggers") are not as specific. For contracts with soft triggers, it is difficult to estimate the amount of collateral which may be requested by counterparties and/or which DTE Energy may ultimately be required to post. The amount of such collateral which could be requested fluctuates based on commodity prices (primarily natural gas, power, environmental, and coal) and the provisions and maturities of the underlying transactions. As of September 30, 2022, DTE Energy's contractual obligation to post collateral in the form of cash or letters
of credit in the event of a downgrade to below investment grade, under both hard trigger and soft trigger provisions, was $i699 million.
As of September 30, 2022, DTE Energy had $i2.6
billionof derivatives in net liability positions, for which hard triggers exist. There is $i287 million of collateral that has been posted against such liabilities, including cash and letters of credit. Associated derivative net asset positions for which contractual offset exists were $i1.9
billion. The net remaining amount of $i351 million is derived from the $i699
million noted above.
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
NOTE 10 — iLONG-TERM
DEBT
Debt Issuances
i
In 2022, the following debt was issued:
Company
Month
Type
Interest
Rate
Maturity Date
Amount
(In millions)
DTE Electric
February
Mortgage bonds(a)
i3.00%
2032
$
i500
DTE
Electric
February
Mortgage bonds(b)
i3.65%
2052
i400
DTE
Electric
March
Securitization bonds(c)
i2.64%
2027(d)
i184
DTE
Electric
March
Securitization bonds(c)
i3.11%
2036(e)
i52
DTE
Energy
August
Term loan facility
Variable
2023
i400
DTE Gas
September
Mortgage
bonds(a)
i4.76%
2032
i130
DTE
Gas
September
Mortgage bonds(a)
i5.05%
2052
i130
$
i1,796
_______________________________________
(a)Proceeds
used for the repayment of short-term borrowings, for capital expenditures, and for other general corporate purposes.
(b)Bonds were issued as Green Bonds with proceeds to be used for eligible green expenditures, including costs related to the generation of solar and wind energy, purchases of renewable energy from wind and solar power facilities, and energy optimization programs.
(c)Proceeds were used to reimburse DTE Electric for qualified costs previously incurred, including the net book value of the River Rouge generation plant, tree trimming surge program costs, and other qualified costs. The securitization financing order from the MPSC required that the net proceeds be subsequently applied by DTE Electric to retire existing debt or equity. Accordingly, DTE Electric used proceeds of $i115 million
towards retirement of the 2012 Series A Mortgage bonds noted in the Debt Redemptions table below and issued a one-time special dividend of $i115 million to DTE Energy. Refer to Note 6 to the Consolidated Financial Statements, “Regulatory Matters,” for additional information
(d)Principal payments on the bonds will be made semi-annually beginning December 2022, with the final payment scheduled for December 2026.
(e)Principal
payments on the bonds will be made semi-annually beginning June 2027, with the final payment scheduled for December 2035.
/
In June 2022, DTE Energy entered into a $i1.125 billion unsecured term loan with a maturity date of December 2023. DTE Energy had mandatory draw obligations of at least $i400 million
within sixty days of closing and a total of $i800 million within six months of closing. DTE Energy complied with the initial obligation and drew $i400
million in August 2022, as noted in the table above. Borrowings are being recorded as long-term debt, given the term of the loan exceeds one year. Borrowings are for the general corporate purposes of DTE Energy and its subsidiaries, bearing interest at SOFR plus i0.90% per annum. Any unused capacity under the loan will terminate if not drawn by June 24, 2023.
Other terms of the loan are consistent with DTE Energy's unsecured revolving credit agreements. Refer to Note
11 to the Consolidated Financial Statements, "Short-term Credit Arrangements and Borrowings", for additional information regarding the unsecured revolving credit agreements.
Debt Redemptions
i
In 2022, the following debt was redeemed:
Company
Month
Type
Interest
Rate
Maturity Date
Amount
(In millions)
DTE Electric
March
Mortgage bonds
i2.65%
2022
$
i250
DTE
Electric
September
Mortgage Bonds
i6.95%
2022
i66
$
i316
/
Remarketable
Senior Notes
In November 2019, DTE Energy issued $i1.3 billion of equity units, initially in the form of Corporate Units. Each Corporate Unit consisted of a stock purchase contract and a 1/20 interest in a RSN issued by DTE Energy. The stock purchase contracts obligated the holders to purchase shares of DTE Energy's common stock at a future settlement date. The RSNs were pledged as collateral to secure the purchase of common stock under the related stock purchase contracts.
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
In August 2022, DTE Energy remarketed the $i1.3 billion 2019 Series F i2.25%
RSNs pursuant to the terms of the 2019 equity units. DTE Energy elected to pull forward the maturity of the notes to November 1, 2024, compared to the original maturity date of November 1, 2025. As a result of the remarketing, the interest rate was reset to i4.22%, payable semi-annually at the new rate beginning August 8, 2022. At September 30, 2022, the notes are included
in Mortgage, bonds, notes and other within DTE Energy's Consolidated Statements of Financial Position.
DTE Energy did not receive any proceeds for the remarketing. All proceeds belong to the investors holding the 2019 equity units and were temporarily used to purchase a portfolio of treasury securities. The securities will be released on behalf of investors on the related stock purchase contracts settlement date of November 1, 2022 to pay the purchase price to DTE Energy for the issuance of common stock. Under the terms of the stock purchase contracts, assuming no anti-dilution or other adjustments, DTE Energy would issue between i9.8
million and i12.2 million shares of its common stock in November 2022. At this time, and in consideration of changes in stock price during October 2022, DTE Energy estimates that approximately i12
million shares will be issued.
NOTE 11 — iSHORT-TERM CREDIT ARRANGEMENTS AND BORROWINGS
DTE Energy, DTE Electric, and DTE Gas have unsecured revolving credit agreements that can be used for general corporate borrowings, but are intended to provide liquidity support for each of the companies’ commercial paper programs. Borrowings under the revolvers are
available at prevailing short-term interest rates. DTE Energy also has other facilities to support letter of credit issuance.
In June 2022, DTE Energy increased its $i70 million letter of credit facility to $i375
million and amended the maturity date from July 2023 to June 2023. The facility will support general corporate purposes and has terms consistent with the unsecured revolving credit agreements.
The unsecured revolving credit agreements currently require a total funded debt to capitalization ratio of no more than i0.70 to 1 for DTE Energy and ii0.65/
to 1 for DTE Electric and DTE Gas. In the agreements, "total funded debt" means all indebtedness of each respective company and their consolidated subsidiaries, including finance lease obligations, hedge agreements, and guarantees of third parties’ debt, but excluding contingent obligations, nonrecourse and junior subordinated debt, and certain equity-linked securities and, except for calculations at the end of the second quarter, certain DTE Gas short-term debt. "Capitalization" means the sum of (a) total funded debt plus (b) "consolidated net worth," which is equal to consolidated total equity of each respective company and their consolidated subsidiaries (excluding pension effects under certain FASB statements), as determined in accordance with accounting principles generally accepted in the United States of America. At September 30, 2022, the total funded debt to total capitalization ratios
for DTE Energy, DTE Electric, and DTE Gas were i0.68 to 1, i0.52 to 1, and i0.50
to 1, respectively, and were in compliance with this financial covenant.
i
The availability under these facilities as of September 30, 2022 is shown in the following table:
DTE
Energy
DTE Electric
DTE Gas
Total
(In millions)
Unsecured revolving credit facility, expiring April 2026
$
i1,500
$
i500
$
i300
$
i2,300
Unsecured
Canadian revolving credit facility, expiring May 2023
i79
i—
i—
i79
Unsecured
letter of credit facility, expiring February 2023
i150
i—
i—
i150
Unsecured
letter of credit facility, expiring June 2023
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
In October 2022, the unsecured revolving credit agreements were amended and the maturity date was extended from April 2026 to October 2027. The amendment increased the total availability of DTE Energy's
unsecured revolving credit facility from $i2.3 billion to $i2.6 billion, including an increase from
$i500 million to $i800 million at DTE Electric. Current financial covenants relating to total funded
debt to capitalization ratios will remain through the maturity date, and the facility will continue to provide liquidity support for the Registrants' commercial paper programs.
In conjunction with maintaining certain exchange-traded risk management positions, DTE Energy may be required to post collateral with its clearing agents. DTE Energy has demand financing agreements with its clearing agents, including agreements for up to $i50 million and for up to $i150
million. The $i50 million agreement, as amended, also allows for up to $i50 million of additional margin financing provided that DTE Energy posts a
letter of credit for the incremental amount. Both agreements allow the right of setoff with posted collateral. At September 30, 2022, the capacity under the facilities was $i250 million. The amounts outstanding under the agreements were $i191
million and $i103 million at September 30, 2022 and December 31, 2021, respectively, and were fully offset by the posted collateral.
NOTE 12 — iiiLEASES//
Lessor
During
the first quarter 2022, DTE Energy completed construction of and began operating certain energy infrastructure assets for a large industrial customer under a long-term agreement, where the assets will transfer to the customer at the end of the contract term in 2040. DTE Energy has accounted for a portion of the agreement as a finance lease arrangement, recognizing an additional net investment of $i33 million.
During the third quarter 2022, DTE Energy completed construction of and began operating
energy infrastructure assets for another large industrial customer in Canada. Under the long-term agreement, the customer will have the option to purchase the assets at the end of the initial contract term in 2042. The customer may also elect to extend the term in i5 year increments and may purchase the assets during the extension period. DTE Energy has accounted for a portion of the agreement as a finance lease arrangement, recognizing an additional net investment of $i64 million,
subject to foreign currency translation adjustments.
i
The components of DTE Energy’s net investment in finance leases for remaining periods were as follows:
Interest
income recognized under finance leases was $i6 million and $i4 million for the three months ended September
30, 2022 and 2021, respectively, and $i17 million and $i13 million for the
nine months ended September 30, 2022 and 2021, respectively.
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
i
DTE
Energy’s lease income associated with operating leases, including the line items in which it was included on the Consolidated Statements of Operations, was as follows:
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 rule making may occur over the next few years which could require additional controls for SO2, NOX, and other hazardous air pollutants.
In 2015, the EPA finalized National Ambient Air Quality Standards ("NAAQS") for ground level ozone. In October 2016, the State of Michigan recommended to the EPA which areas of the State are not attaining the standards. In August 2018, the EPA designated southeast Michigan as "marginal non-attainment" with the 2015 ozone NAAQS. In January 2022, after collecting several years of data, the
State submitted a request to the EPA for redesignation of the southeast Michigan ozone non-attainment area to attainment, and to accept their maintenance plan and emission inventories as a revision to the Michigan SIP. On March 14, 2022, the EPA published a proposal in the Federal Register to formally redesignate the southeast Michigan ozone non-attainment areas to attainment with the 2015 ozone NAAQS. The redesignation includes a public comment period. Measured 2022 ozone values exceeded the 2015 NAAQS and the redesignation being finalized is unlikely. Until a final SIP is developed, DTE Electric cannot predict the financial impact of this proposal.
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 fired EGUs. The performance standards for existing EGUs, known as the EPA Clean Power Plan, were challenged by petitioners and stayed by the U.S. Supreme Court in February 2016 pending final review by the courts. On October 10, 2017, the EPA, under a new administration, proposed to rescind the Clean Power Plan, and in August 2018, the EPA proposed revised emission guidelines for GHGs from existing EGUs. On June 19, 2019, the EPA Administrator officially repealed the Clean Power Plan and finalized its replacement, named the ACE rule. The ACE rule was vacated and remanded back to the EPA in a D.C. Circuit Court decision on January 19, 2021. The Supreme Court granted a petition for certiorari in October 2021 and issued a decision on June
30, 2022 that reversed the January 2021 decision of the D.C. Circuit Court and remands the case for further proceedings. The next steps taken by the EPA with respect to regulation of GHGs from EGUs remain uncertain. While DTE Energy is reviewing the impacts of this ruling and subsequent responses from federal and state regulators, the ruling does not impact the plans for our utilities to reduce carbon emissions and achieve net zero emissions by 2050.
In addition to the GHG standards for existing EGUs, in December 2018, the EPA issued proposed revisions to the carbon dioxide performance standards for new, modified, or reconstructed fossil-fuel fired EGUs. The rule was finalized on January 13, 2021 and immediately challenged. An order vacating the rule was filed by the D.C. Circuit Court of Appeals on April 5, 2021. The
carbon standards for new sources are not expected to have a material impact on DTE Electric, since DTE Electric has no plans to build new coal-fired generation and any potential new gas generation is expected to be able to comply with the standards.
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
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. Potential 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.
To comply with air pollution requirements, DTE Electric has spent approximately $i2.4
billion. DTE Electric does inot anticipate additional capital expenditures for air pollution requirements, subject to the results of future rulemakings.
Water — In response to EPA regulations and in accordance with the Clean Water Act section 316(b), DTE Electric was required to examine alternatives for reducing the environmental impacts of the cooling water intake structures at several of its facilities. A final rule became effective in October 2014, which required studies to be
completed and submitted as part of the NPDES permit application process to determine the type of technology needed to reduce impacts to fish. DTE Electric has completed the required studies and submitted reports for most of its generation plants, and a final study is in-process for Monroe power plant. Final compliance for the installation of any required technology to reduce the impacts of water intake structures will be determined by the state on a case by case, site specific basis. DTE Electric is currently evaluating the compliance options and working with the State of Michigan on determining whether any controls are needed. These evaluations/studies may require modifications to some existing intake structures. It is not possible to quantify the impact of this rule making at this time.
As part of the Monroe power plant NPDES draft permit, EGLE has added requirements to evaluate the thermal discharge of the facility
as it relates to Clean Water Act section 316(a) regulations. Once the final permit is issued, DTE Electric will be required to evaluate the impacts of the thermal discharge on a balanced indigenous biological community and submit a biological demonstration study plan to EGLE. After approval by EGLE and completion of field sampling, data will be processed and compiled into a comprehensive report. At the present time, DTE Electric cannot predict the outcome of this evaluation or financial impact.
Contaminated and Other Sites — Prior to the construction of major interstate natural gas pipelines, gas for heating and other uses was manufactured locally from processes involving coal, coke, or oil. The facilities, which produced gas, have been designated as MGP sites. DTE Electric conducted remedial investigations at contaminated sites, including ithree
former MGP sites. Cleanup of one of the MGP sites is complete, and the site is closed. The investigations have revealed contamination related to the by-products of gas manufacturing at each MGP site. In addition to the MGP sites, DTE Electric is also in the process of cleaning up other contaminated sites, including the area surrounding an ash landfill, electrical distribution substations, electric generating power plants, and underground and above ground storage tank locations. The findings of these investigations indicated that the estimated cost to remediate these sites is expected to be incurred over the next several years. At September 30, 2022 and December 31, 2021, DTE Electric had $i10
million and $i14 million, respectively, accrued for remediation. These costs are not discounted to their present value. Any change in assumptions, such as remediation techniques, nature and extent of contamination, and regulatory requirements, could impact the estimate of remedial action costs for the sites and affect DTE Electric’s financial position and cash flows. DTE Electric believes the likelihood of a material change to the accrued amount is remote based on current knowledge of the conditions at each site.
Coal
Combustion Residuals and Effluent Limitations Guidelines — A final EPA rule for the disposal of coal combustion residuals, commonly known as coal ash, became effective in October 2015, and was revised in August 2016, July 2018, August 2020, and November 2020. The rule is based on the continued listing of coal ash as a non-hazardous waste and relies on various self-implementation design and performance standards. DTE Electric owns and operates ithree permitted engineered coal ash storage
facilities to dispose of coal ash from coal-fired power plants and operates a number of smaller impoundments at its power plants subject to certain provisions in the CCR rule. At certain facilities, the rule currently requires ongoing sampling and testing of monitoring wells, compliance with groundwater standards, and the closure of basins at the end of the useful life of the associated power plant.
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
On August
28, 2020, the CCR rule "A Holistic Approach to Closure Part A: Deadline to Initiate Closure and Enhancing Public Access to Information" was published in the Federal Register and required all unlined impoundments (including units previously classified as "clay-lined") to initiate closure as soon as technically feasible, but no later than April 11, 2021. Additionally, the rule amends certain reporting requirements and CCR website requirements. On November 12, 2020, an additional revision to the CCR Rule "A Holistic Approach to Closure Part B: Alternate Demonstration for Unlined Surface Impoundments" was published in the Federal Register that provides a process to determine if certain unlined impoundments consisting of an alternative liner system may be as protective as the current liners specified in the CCR rule, and therefore may continue to
operate. DTE Electric has submitted applications to the EPA that support continued use of all impoundments through their active lives. The applications are currently under review and the forced closure date of April 11, 2021 is effectively delayed while the EPA completes their review. On September 1, 2022, DTE Electric ceased receipt of CCR and non-CCR waste streams at the St. Clair power plant bottom ash basins and initiated closure. Therefore, DTE Electric withdrew the Part A rule demonstration for St. Clair, as it was no longer necessary for the EPA to issue an extension of the April 11, 2021 deadline to cease receipt of waste.
At the State level, legislation was signed by the Governor in December 2018 and provides for further regulation of the CCR program in Michigan. Additionally,
the statutory revision provides the basis of a CCR program that EGLE has submitted to the EPA for approval to fully regulate the CCR program in Michigan in lieu of a Federal permit program. The EPA is currently working with EGLE in reviewing the submitted State program, and DTE Electric will work with EGLE to implement the State program that may be approved in the future.
On April 12, 2017, the EPA granted a petition for reconsideration of the 2015 ELG Rule. On October 13, 2020, the EPA finalized the ELG Reconsideration Rule which revised the regulations from the 2015 ELG rule for FGD wastewater and bottom ash transport water only. The Reconsideration Rule re-establishes the technology-based effluent limitations guidelines and standards applicable to FGD wastewater and bottom ash transport water. The EPA set the applicability
dates for bottom ash transport water "as soon as possible" beginning October 13, 2021 and no later than December 31, 2025. FGD wastewater retrofits must be completed "as soon as possible" beginning October 13, 2021 and no later than December 31, 2025 or December 31, 2028 if a permittee decides to pursue the Voluntary Incentives Program (VIP) subcategory for FGD wastewater. If a facility applies for the VIP, they must meet more stringent standards, but are allowed an extended time period to meet the compliance requirements.
The Reconsideration Rule also provides additional compliance opportunities by finalizing low utilization and cessation of coal burning subcategories. The
Reconsideration Rule provides new opportunities for DTE Electric to evaluate existing ELG compliance strategies and make any necessary adjustments to ensure full compliance with the ELGs in a cost-effective manner.
Compliance schedules for individual facilities and individual waste streams are determined through issuance of new NPDES permits by the State of Michigan. The State of Michigan has issued an NPDES permit for the Belle River power plant establishing compliance deadlines based on the 2020 Reconsideration Rule. On October 11, 2021, in consideration of the deadlines above, DTE Electric submitted the appropriate documentation titled the Notice of Planned Participation (NOPP) to the State of Michigan that formally announced the intent to pursue compliance subcategories as ELG compliance options: the cessation of coal at the Belle River power plant no later than December
31, 2028 and the VIP for FGD wastewater at Monroe power plant by December 31, 2028.
On July 27, 2021, the EPA announced they will revisit some of the compliance requirements that were established in the 2020 Reconsideration Rule and plan to release a new proposed rule in the fourth quarter of 2022. The 2020 Reconsideration Rule remains in effect until that time.
DTE Electric continues to evaluate compliance strategies, technologies and system designs for both FGD wastewater and bottom ash transport water system to achieve compliance with the EPA rules at the Monroe power plant.
DTE Electric has estimated the impact of the CCR and ELG rules to be $i560
million of capital expenditures, including $i455 million for 2022 through 2026.
Combined Notes to Consolidated Financial Statements (Unaudited)
— (Continued)
DTE Gas
Contaminated and Other Sites — DTE Gas owns or previously owned i14 former MGP sites. Investigations have revealed contamination related to the by-products of gas manufacturing at each site. Cleanup of ieight
MGP sites is complete and the sites are closed. DTE Gas has also completed partial closure of ifour additional sites. Cleanup activities associated with the remaining sites will continue over the next several years. The MPSC has established a cost deferral and rate recovery mechanism for investigation and remediation costs incurred at former MGP sites. In addition to the MGP sites, DTE Gas is also in the process of cleaning up other contaminated sites, including gate stations, gas pipeline releases, and underground storage tank locations. As of September 30,
2022 and December 31, 2021, DTE Gas had $i23 million and $i24
million, respectively, accrued for remediation. These costs are not discounted to their present value. Any change in assumptions, such as remediation techniques, nature and extent of contamination, and regulatory requirements, could impact the estimate of remedial action costs for the sites and affect DTE Gas' financial position and cash flows. DTE Gas anticipates the cost amortization methodology approved by the MPSC, which allows for amortization of the MGP costs over a iten-year period beginning with the year subsequent to the year the MGP costs were incurred, will prevent the associated investigation and remediation
costs from having a material adverse impact on DTE Gas' results of operations.
Non-utility
DTE Energy's non-utility businesses are subject to a number of environmental laws and regulations dealing with the protection of the environment from various pollutants.
In March 2019, the EPA issued an FOV to EES Coke Battery, LLC ("EES Coke"), the Michigan coke battery facility that is a wholly-owned subsidiary of DTE Energy, alleging that the 2008 and 2014 permits issued by EGLE did not comply with the Clean Air Act. In September 2020, the EPA issued another FOV alleging EES Coke's 2018 and 2019 SO2 emissions exceeded projections and hence violated non-attainment new source review permitting requirements. EES Coke evaluated the EPA's alleged violations and believes that the permits approved by EGLE complied with the Clean Air Act. EES
Coke responded to the EPA's September 2020 allegations demonstrating its actual emissions are compliant with non-attainment new source review requirements. On June 1, 2022, the U.S. Department of Justice, on behalf of the EPA, filed a complaint against EES Coke in the U.S. District Court for the Eastern District of Michigan alleging that EES Coke failed to comply with non-attainment new source review requirements under the Clean Air Act when it applied for the 2014 permit. In August 2022, EES Coke filed a response to the complaint and the EPA filed a motion for summary judgment. In September 2022, the Sierra Club and City of River Rouge filed motions to intervene. At the present time, DTE Energy cannot predict the outcome or financial impact of this matter.
Separately, in December 2021, EGLE issued a Notice of Violation to EES Coke alleging excess visible emissions from
pushing operations. In January 2022, EES Coke provided EGLE a response describing the corrective actions taken to prevent future recurrences. At the present time, EES Coke cannot predict the outcome or financial impact of this matter.
Other
In 2010, the EPA finalized a new one-hour SO2 ambient air quality standard that requires states to submit plans and associated timelines for non-attainment areas that demonstrate attainment with the new SO2 standard in phases. Phase 1 addresses non-attainment areas designated based on ambient monitoring data. Phase 2 addresses non-attainment areas with large sources of SO2 and modeled concentrations exceeding the National Ambient Air Quality Standards for SO2. Phase
3 addresses smaller sources of SO2 with modeled or monitored exceedances of the new SO2 standard.
Michigan's Phase 1 non-attainment area includes DTE Energy facilities in southwest Detroit and areas of Wayne County. Modeling runs by EGLE suggest that emission reductions may be required by significant sources of SO2 emissions in these areas, including DTE Electric power plants and DTE Energy's Michigan coke battery facility. As part Michigan's SIP process, DTE Energy has worked with EGLE to develop air permits reflecting significant SO2 emission reductions that, in combination with other non-DTE Energy sources' emission reduction strategies, will help the State attain the standard and sustain its attainment. The Michigan SIP was completed
and submitted to the EPA on May 31, 2016 and supplemented on June 30, 2016. On March 19, 2021, the EPA published in the Federal Register partial approval and partial disapproval of Michigan's Detroit SO2 non-attainment area plan. On June 1, 2022, the EPA published a Federal Implementation Plan (FIP) which aligned with the partial approval and partial disapproval of the State's plan. The proposed FIP underwent a public comment period and was finalized on September 30, 2022. No DTE Electric sources were materially impacted by the final FIP.
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
Michigan's Phase 2 non-attainment area includes DTE Electric facilities in St. Clair County. The EPA approved a clean data determination request submitted by EGLE. This determination suspends certain planning requirements and sanctions for the non-attainment area for as long as the area continues to attain the 2010 SO2 air quality standards, but this does not automatically redesignate the area to attainment. Until the area is officially redesignated as attainment, DTE Energy is unable to determine the impacts.
REF Guarantees
DTE Energy has provided certain guarantees and indemnities in conjunction with the
sales of interests in or lease of its REF facilities. The guarantees cover potential commercial, environmental, and tax-related obligations that will survive until i90 days after expiration of all applicable statutes of limitations. DTE Energy estimates that its maximum potential liability under these guarantees at September 30, 2022 was $i605
million. Payments under these guarantees are considered remote.
Other Guarantees
In certain limited circumstances, the Registrants enter into contractual guarantees. The Registrants may guarantee another entity’s obligation in the event it fails to perform and may provide guarantees in certain indemnification agreements. The Registrants may also provide indirect guarantees for the indebtedness of others. DTE Energy’s guarantees are not individually material with maximum potential payments totaling $i40
million at September 30, 2022. Payments under these guarantees are considered remote.
The Registrants are periodically required to obtain performance surety bonds in support of obligations to various governmental entities and other companies in connection with its operations. As of September 30, 2022, DTE Energy had $i384 million of performance bonds outstanding, including $i119
million for DTE Electric. Performance bonds are not individually material, except for $i250 million of bonds supporting Energy Trading operations. These bonds are meant to provide counterparties with additional assurance that Energy Trading will meet its contractual obligations for various commercial transactions. The terms of the bonds align with those of the underlying Energy Trading contracts and are estimated to be outstanding approximately i1
to i3 years. In the event that any performance bonds are called for nonperformance, the Registrants would be obligated to reimburse the issuer of the performance bond. The Registrants are released from the performance bonds as the contractual performance is completed and does not believe that a material amount of any currently outstanding performance bonds will be called.
Labor Contracts
There are several bargaining units for DTE Energy subsidiaries' approximate i5,200
represented employees, including DTE Electric's approximately i2,600 represented employees. This represents i50% and i56%
of DTE Energy's and DTE Electric's total employees, respectively. Of these represented employees, approximately ii4/%
have contracts expiring within one year for both DTE Energy and DTE Electric.
Purchase Commitments
Utility capital expenditures and expenditures for non-utility businesses will be approximately $i3.5 billion and $i2.6
billion in 2022 for DTE Energy and DTE Electric, respectively. The Registrants have made certain commitments in connection with the estimated 2022 annual capital expenditures.
Ludington Plant Contract Dispute
DTE Electric and Consumers Energy Company ("Consumers"), joint owners of the Ludington Hydroelectric Pumped Storage plant ("Ludington"), are parties to a 2010 engineering, procurement, and construction contract with Toshiba America Energy Systems ("TAES"), under which TAES is charged with performing a major overhaul and upgrade of Ludington. TAES' performance has been unsatisfactory and resulted in overhaul project delays. DTE Electric and Consumers have demanded that TAES provide a comprehensive plan to resolve quality control concerns, including adherence to its warranty commitments and other contractual obligations. DTE Electric and Consumers have
taken extensive efforts to resolve these issues with TAES, including a formal demand to TAES' parent, Toshiba Corporation, under a parent guaranty it provided in the contract. TAES has not provided a comprehensive plan or otherwise met its performance obligations. In order to enforce the contract, DTE Electric and Consumers filed a complaint against TAES and Toshiba Corporation in the U.S. District Court for the Eastern District of Michigan in April 2022.
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
In
June 2022, TAES and Toshiba Corporation filed a motion to dismiss the complaint, along with counterclaims seeking approximately $i15 million in damages related to payments allegedly owed under the parties' contract. As a joint owner of Ludington, DTE Electric would be liable for i49%
of these damages. During September 2022, the motion to dismiss was denied. DTE Electric believes the outstanding counterclaims are without merit and is currently awaiting a scheduling order to determine the timing of further proceedings. DTE Electric cannot predict the financial impact or outcome of this matter.
Other Contingencies
The Registrants are involved in certain other legal, regulatory, administrative, and environmental proceedings before various courts, arbitration panels, and governmental agencies concerning claims arising in the ordinary course of business. These proceedings include certain contract disputes, additional environmental reviews and investigations, audits, inquiries from various regulators, and pending judicial matters. The Registrants cannot predict the final disposition of such proceedings. The Registrants regularly review legal matters and record
provisions for claims that they can estimate and are considered probable of loss. The resolution of these pending proceedings is not expected to have a material effect on the Registrants' Consolidated Financial Statements in the periods they are resolved.
For a discussion of contingencies related to regulatory matters and derivatives, see Notes 6 and 9 to the Consolidated Financial Statements, "Regulatory Matters" and "Financial and Other Derivative Instruments," respectively.
NOTE 14 — iRETIREMENT
BENEFITS AND TRUSTEED ASSETS
i
The following tables detail the components of net periodic benefit costs (credits) for pension benefits and other postretirement benefits for DTE Energy:
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
DTE Electric participates in various plans that provide pension and other postretirement benefits for DTE Energy and its affiliates. The plans are primarily sponsored by DTE Energy's subsidiary, DTE Energy Corporate Services, LLC. DTE Electric accounts for its participation in DTE Energy's qualified and non-qualified pension plans by applying multiemployer accounting. DTE Electric accounts for its participation in other postretirement benefit plans by applying multiple-employer accounting. Within multiemployer and multiple-employer plans, participants pool plan assets for investment purposes and to reduce the cost of plan administration. The primary difference between plan types is assets contributed
in multiemployer plans can be used to provide benefits for all participating employers, while assets contributed within a multiple-employer plan are restricted for use by the contributing employer. As a result of multiemployer accounting treatment, capitalized costs associated with these plans are reflected in Property, plant, and equipment in DTE Electric's Consolidated Statements of Financial Position. The same capitalized costs are reflected as Regulatory assets and liabilities in DTE Energy's Consolidated Statements of Financial Position. In addition, the service cost and non-service cost components are presented in Operation and maintenance in DTE Electric's Consolidated Statements of Operations. The same non-service cost components are presented in Other (Income) and Deductions — Non-operating retirement benefits, net in DTE Energy's Consolidated Statements of Operations. Plan participants of all plans are solely DTE Energy and affiliate participants.
DTE
Energy's subsidiaries are responsible for their share of qualified and non-qualified pension benefit costs. DTE Electric's allocated portion of pension benefit costs included in capital expenditures and operation and maintenance expense was $i9 million and $i26
million for the three months ended September 30, 2022 and 2021, respectively, and $i27 million and $i78 million for the
nine months ended September 30, 2022 and 2021, respectively. These amounts include recognized contractual termination benefit charges, curtailment gains, and settlement charges.
The following tables detail the components of net periodic benefit costs (credits) for other postretirement benefits for DTE Electric:
iiNo/
contributions are currently expected for DTE Energy's qualified pension plans or postretirement benefit plans in 2022. Plans may be updated at the discretion of management and depending on economic and financial market conditions. DTE Energy anticipates a transfer of up to $ii50/
million of qualified pension plan funds from DTE Gas to DTE Electric during the fourth quarter 2022.
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
NOTE 15 — iSEGMENT
AND RELATED INFORMATION
DTE Energy sets strategic goals, allocates resources, and evaluates performance based on the following structure:
Electric segment consists principally of DTE Electric, which is engaged in the generation, purchase, distribution, and sale of electricity to approximately i2.3 million residential, commercial, and industrial customers in southeastern Michigan.
Gas segment
consists principally of DTE Gas, which is engaged in the purchase, storage, transportation, distribution, and sale of natural gas to approximately i1.3 million residential, commercial, and industrial customers throughout Michigan and the sale of storage and transportation capacity.
DTE Vantage is comprised primarily of renewable energy projects that sell electricity and pipeline-quality gas and projects that deliver energy and utility-type products and services to industrial, commercial, and institutional customers. DTE
Vantage formerly included projects that produced reduced emissions fuel; however, these projects were closed as planned in 2022 upon REF facilities exhausting their eligibility for generating production tax credits.
Energy Trading consists of energy marketing and trading operations.
Corporate and Other includes various holding company activities, holds certain non-utility debt, and holds certain investments, including funds supporting regional development and economic growth.
On July 1, 2021, DTE Energy completed the separation of DT Midstream, which was comprised of the former Gas Storage and Pipelines segment and also certain holding company activity within the Corporate and Other segment. Amounts relating to DT Midstream have been classified
as discontinued operations, and Gas Storage and Pipelines is no longer a reportable segment of DTE Energy. Refer to Note 4 to the Consolidated Financial Statements, “Discontinued Operations,” for additional information.
i
Inter-segment billing for goods and services exchanged between segments is based upon tariffed or market-based prices of the provider. Such billing primarily consists of power sales, sale and transportation of natural gas, and renewable natural gas sales in the
segments below, as well as charges from Electric to other segments for use of the shared capital assets of DTE Electric. For the prior periods, inter-segment billing also included the sale of reduced emissions fuel at DTE Vantage.
All
inter-segment transactions and balances are eliminated in consolidation for DTE Energy. Centrally incurred costs such as labor and overheads are assigned directly to DTE Energy's business segments or allocated based on various cost drivers, depending on the nature of service provided.
The federal income tax provisions or benefits of DTE Energy’s subsidiaries are determined on an individual company basis and recognize the tax benefit of tax credits and net operating losses, if applicable. The state and local income tax provisions of the utility subsidiaries are also determined on an individual company basis and recognize the tax benefit of various tax credits and net operating losses, if applicable. The subsidiaries record federal, state, and local income taxes payable to or receivable from DTE Energy based on the federal, state, and local tax provisions of each company.
(a)Includes
$i14 million for the nine months ended September 30, 2021 for eliminations related to DTE Energy's former Gas Storage and Pipelines segment that remain in continuing operations. Eliminations for these revenues are offset by related cost eliminations and have no impact on DTE Energy net income.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following combined discussion is separately filed by DTE Energy and DTE Electric. However, DTE Electric does not make any representations as to information related solely to DTE Energy or the subsidiaries of DTE Energy other than itself.
EXECUTIVE OVERVIEW
DTE Energy is a diversified energy company and is the parent company of DTE Electric and DTE Gas, regulated electric and natural gas utilities engaged primarily in the business of providing electricity and natural gas sales, distribution, and storage services throughout Michigan. DTE Energy also operates two energy-related non-utility segments with operations throughout the United States.
On
July 1, 2021, DTE Energy completed the separation of DT Midstream, its former natural gas pipeline, storage, and gathering non-utility business. Financial results of DT Midstream are presented as discontinued operations in the Consolidated Financial Statements. Refer to Note 4 to the Consolidated Financial Statements, “Discontinued Operations,” for additional information.
Management’s Discussion and Analysis of Financial Condition and Results of Operations below reflect DTE Energy’s continuing operations, unless noted otherwise. The following table summarizes DTE Energy's financial results:
Net Income Attributable to DTE Energy Company — Continuing operations
$
387
$
58
$
818
$
495
Diluted
Earnings per Common Share — Continuing operations
$
1.99
$
0.30
$
4.21
$
2.55
The increase in Net Income Attributable to DTE Energy Company for the three and nine months ended September 30, 2022 was primarily due to lower losses in the Corporate and Other segment, driven primarily by the loss on debt
extinguishment incurred in the third quarter 2021. The increase for the three month period was also due to higher earnings in the Electric and Energy Trading segments, partially offset by lower earnings in the DTE Vantage segment. For the nine month period, the increase was also due to higher earnings in the Gas and Energy Trading segments, partially offset by lower earnings in the Electric and DTE Vantage segments.
STRATEGY
DTE Energy's strategy is to achieve long-term earnings growth with a strong balance sheet and attractive dividend.
DTE Energy's utilities are investing capital to support a modern, reliable grid and cleaner, affordable energy through investments in base infrastructure and new generation. Increasing intensity of wind storms and other weather events, coupled with increasing electric vehicle adoption, will drive a
continued need for substantial grid investment over the long-term.
DTE Energy is committed to reducing the carbon emissions of its electric utility operations by 32% by 2023, 50% by 2028, and 80% by 2040 from 2005 carbon emissions levels. DTE Energy is also committed to a net zero carbon emissions goal by 2050 for its electric and gas utility operations. To achieve the carbon reduction goals at the electric utility, DTE Energy has begun to transition away from coal-powered sources and is replacing or offsetting the generation from these facilities with renewable energy and energy waste reduction initiatives. Refer to the "Capital Investments" section below for further discussion regarding DTE Energy's retirement of its aging coal-fired plants and transition to renewable energy and other sources. Over the long-term, DTE Energy is also monitoring the viability of emerging technologies involving energy storage, carbon
capture and sequestration, low carbon fuels such as hydrogen, and advanced nuclear power.
For gas utility operations, DTE Energy aims to cut carbon emissions across the entire value chain.To achieve net zero emissions by 2050, DTE Energy is working to source gas with lower methane intensity, reduce emissions through its gas main renewal and pipeline integrity programs, and if necessary, use carbon offsets to address any remaining emissions. DTE Energy is also committed to helping DTE Gas customers reduce their emissions by 35% by 2040 by increasing energy efficiency, pursuing advanced technologies such as hydrogen, and through the CleanVision Natural Gas Balance program which provides customers the option to use carbon offsets and renewable natural gas.
DTE Energy expects that these initiatives at the electric and gas utilities will continue to provide significant opportunities for capital investments and result in earnings growth. DTE Energy is focused on executing its plans to achieve operational excellence and customer satisfaction with a focus on customer affordability. DTE Energy's utilities operate in a constructive regulatory environment and have solid relationships with their regulators.
DTE Energy also has significant investments in non-utility businesses and expects growth opportunities in its DTE Vantage segment. DTE Energy employs disciplined investment criteria when assessing growth opportunities that leverage its assets, skills, and expertise, and provides diversity in earnings and geography. Specifically, DTE Energy invests in targeted markets with attractive competitive dynamics where
meaningful scale is in alignment with its risk profile.
A key priority for DTE Energy is to maintain a strong balance sheet which facilitates access to capital markets and reasonably priced short-term and long-term financing. Near-term growth will be funded through internally generated cash flows and the issuance of debt and equity. DTE Energy has an enterprise risk management program that, among other things, is designed to monitor and manage exposure to earnings and cash flow volatility related to commodity price changes, interest rates, and counterparty credit risk.
CAPITAL INVESTMENTS
DTE Energy's utility businesses require significant capital investments to maintain and improve the electric generation and electric and natural gas distribution infrastructure and to comply with environmental regulations and renewable energy requirements. Capital
plans may be regularly updated as these requirements change.
DTE Electric's capital investments over the 2022-2026 period are estimated at $15 billion, comprised of $8 billion for distribution infrastructure, $4 billion for base infrastructure, and $3 billion for cleaner generation including renewables. DTE Electric has retired all eleven coal-fired generation units at the Trenton Channel, River Rouge, and St. Clair facilities, including five units that were retired in the third quarter 2022, and has announced plans to retire its remaining six coal-fired generating units. The two units at the Belle River facility will cease the use of coal by 2028 and are being evaluated for conversion to cleaner energy resources. The four units at the Monroe facility are expected to be retired by 2040. Generation from the retired facilities will continue to be replaced or offset with a combination of renewables, energy waste reduction,
demand response, and natural gas fueled generation, including the Blue Water Energy Center which commenced operations in June 2022.
DTE Gas' capital investments over the 2022-2026 period are estimated at $3.1 billion, comprised of $1.5 billion for base infrastructure and $1.6 billion for gas main renewal, meter move out, and pipeline integrity programs.
DTE Electric and DTE Gas plan to seek regulatory approval for capital expenditures consistent with ratemaking treatment.
DTE Energy's non-utility businesses' capital investments are primarily for expansion, growth, and ongoing maintenance in the DTE Vantage segment, including approximately $1 billion to $1.5 billion from 2022-2026 for renewable energy projects and industrial energy services.
ENVIRONMENTAL MATTERS
The
Registrants are subject to extensive environmental regulations, including those addressing climate change. Additional costs may result as the effects of various substances on the environment are studied and governmental regulations are developed and implemented. Actual costs to comply could vary substantially. The Registrants expect to continue recovering environmental costs related to utility operations through rates charged to 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.
For further discussion of environmental matters, see Note 13 to the Consolidated Financial Statements, "Commitments and Contingencies."
The next few years will be a period of rapid change for DTE Energy and for the energy industry. DTE Energy's strong utility base, combined with its integrated non-utility operations, position it well for long-term growth.
Looking
forward, DTE Energy will focus on several areas that are expected to improve future performance:
•electric and gas customer satisfaction;
•electric distribution system reliability;
•new electric generation;
•gas distribution system renewal;
•reducing carbon emissions at the electric and gas utilities;
•rate competitiveness and affordability;
•regulatory stability and investment recovery for the electric and gas utilities;
•strategic
investments in growth projects at DTE Vantage;
•employee engagement, health, safety and well-being, and diversity, equity, and inclusion;
•cost structure optimization across all business segments; and
•cash, capital, and liquidity to maintain or improve financial strength.
DTE Energy will continue to pursue opportunities to grow its businesses in a disciplined manner if it can secure opportunities that meet its strategic, financial, and risk criteria.
RESULTS OF OPERATIONS
Management’s
Discussion and Analysis of Financial Condition and Results of Operations includes financial information prepared in accordance with GAAP, as well as the non-GAAP financial measures, Utility Margin and Non-utility Margin, discussed below, which DTE Energy uses as measures of its operational performance. Generally, a non-GAAP financial measure is a numerical measure of financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP.
DTE Energy uses Utility Margin and Non-utility Margin, non-GAAP financial measures, to assess its performance by reportable segment.
Utility Margin includes electric utility and gas utility Operating Revenues net of Fuel, purchased power, and gas expenses. The utilities’ fuel, purchased power, and natural
gas supply are passed through to customers, and therefore, result in changes to the utilities’ revenues that are comparable to changes in such expenses. As such, DTE Energy believes Utility Margin provides a meaningful basis for evaluating the utilities’ operations across periods, as it excludes the revenue effect of fluctuations in these expenses. For the Electric segment, non-utility Operating Revenues are reported separately so that Utility Margin can be used to assess utility performance.
The Non-utility Margin relates to the DTE Vantage and Energy Trading segments. For the DTE Vantage segment, Non-utility Margin primarily includes Operating Revenues net of Fuel, purchased power, and gas expenses. Operating Revenues include sales of metallurgical coke and related by-products, petroleum coke, renewable natural gas and related credits, and electricity, as well as rental income and revenues from utility-type consulting,
management, and operational services. For the prior periods, Operating revenues also include sales of refined coal to third parties and the affiliated Electric utility. For the Energy Trading segment, Non-utility Margin includes revenue and realized and unrealized gains and losses from physical and financial power and gas marketing, optimization, and trading activities, net of Purchased power and gas related to these activities. DTE Energy evaluates its operating performance of these non-utility businesses using the measure of Operating Revenues net of Fuel, purchased power, and gas expenses.
Utility Margin and Non-utility Margin are not measures calculated
in accordance with GAAP and should be viewed as a supplement to and not a substitute for the results of operations presented in accordance with GAAP. Utility Margin and Non-utility Margin do not intend to represent operating income, the most comparable GAAP measure, as an indicator of operating performance and are not necessarily comparable to similarly titled measures reported by other companies.
The following sections provide a detailed discussion of the operating performance and future outlook of DTE Energy's segments. Segment information, described below, includes intercompany revenues and expenses, and other income and deductions that are eliminated in the Consolidated Financial Statements.
Net Income (Loss) Attributable to DTE Energy by Segment
Electric
$
363
$
342
$
750
$
788
Gas
(23)
(30)
179
146
DTE
Vantage
26
73
68
115
Energy Trading
56
(52)
(80)
(173)
Corporate
and Other
(35)
(275)
(99)
(381)
Income from Continuing Operations
387
58
818
495
Discontinued
Operations
—
(33)
—
106
Net Income Attributable to DTE Energy Company
$
387
$
25
$
818
$
601
ELECTRIC
The
Results of Operations discussion for DTE Electric is presented in a reduced disclosure format in accordance with General Instruction H(2) of Form 10-Q.
The Electric segment consists principally of DTE Electric. Electric results and outlook are discussed below:
See
DTE Electric's Consolidated Statements of Operations for a complete view of its results. Differences between the Electric segment and DTE Electric's Consolidated Statements of Operations are primarily due to non-utility operations at DTE Sustainable Generation and the classification of certain benefit costs. Refer to Note 14 to the Consolidated Financial Statements, "Retirement Benefits and Trusteed Assets" for additional information.
Utility Margin increased $13 million and $63 million in the three and nine months ended September 30, 2022, respectively. Revenues associated with certain mechanisms and surcharges are offset by related expenses elsewhere in the Registrants' Consolidated Statements of Operations.
Electric retail access, including self-generators(b)
1,201
1,232
3,417
3,260
Total
DTE Electric Sales and Deliveries
12,864
13,118
34,926
35,083
______________________________
(a)Represents power that is not distributed by DTE Electric.
(b)Represents deliveries for self-generators that have purchased power from alternative energy suppliers to supplement their power requirements.
Operation and
maintenance expense increased $1 million and $72 million in the three and nine months ended September 30, 2022, respectively. The increase in the third quarter was primarily due to higher EWR expense of $11 million, higher RPS expense of $5 million, and higher distribution operations expense of $2 million, partially offset by lower plant generation expense of $9 million and lower benefits and other compensation expense of $8 million. The increase in the nine-month period was primarily due to higher plant generation expense of $33 million (primarily due to increased planned and unplanned outage costs), higher distribution operations expense of $31 million (primarily due to increased tree trim costs), higher EWR expense of $15 million, and higher RPS expense of $9 million, partially offset by lower benefits and other compensation expense of $15 million.
Depreciation
and amortization expense increased $26 million and $89 million in the three and nine months ended September 30, 2022, respectively. The increase in both periods was primarily due to a higher depreciable base.
Taxes other than income increased $4 million and $13 million in the three and nine months ended September 30, 2022, respectively. The increase in both periods was primarily due to higher property taxes.
Other (Income) and Deductions increased $2 million and $10 million in the three and nine months ended September 30, 2022, respectively. The increase in the third quarter was primarily due to higher interest expense of $8 million and higher losses in the
rabbi trust and other investments of $2 million, partially offset by lower non-operating retirement benefits expense of $9 million. The increase in the nine-month period was primarily due to higher interest expense of $20 million and a change in rabbi trust and other investment earnings (loss of $13 million in 2022 compared to a gain of $6 million in 2021), partially offset by lower non-operating retirement benefits expense of $27 million.
Income Tax Expense decreased $40 million and $81 million in the three and nine months ended September 30, 2022, respectively. The decrease
in the both periods was primarily due to higher amortization of the TCJA regulatory liability, driven by the accelerated amortization approved in DTE Electric's prior year accounting applications to the MPSC. The decrease in both periods was also due to higher production tax credits and lower earnings.
Outlook— DTE Electric will continue to move forward in its efforts to achieve operational excellence, sustain strong cash flows, and earn its authorized return on equity. DTE Electric expects that planned significant capital investments will result in earnings growth. DTE Electric will maintain a strong focus on customers by increasing reliability and satisfaction while keeping customer rate increases affordable. Looking forward, additional factors may impact earnings such as weather, the outcome of regulatory proceedings, benefit plan design changes,
investment returns and changes in discount rate assumptions in benefit plans and health care costs, uncertainty of legislative or regulatory actions regarding climate change, and effects of energy waste reduction programs.
DTE Electric filed a rate case with the MPSC on January 21, 2022 requesting an increase in base rates of $388 million based on a projected twelve-month period ending October 31, 2023. The requested increase in base rates is primarily due to an increase in net plant resulting from generation and distribution investments, as well as related increases to depreciation and property tax expenses. The rate filing also requests an increase in return on equity from 9.9% to 10.25% and includes projected changes in sales. A final MPSC order in this case is expected in November 2022.
GAS
The
Gas segment consists principally of DTE Gas. Gas results and outlook are discussed below:
Net
Income (Loss) Attributable to DTE Energy Company
$
(23)
$
(30)
$
179
$
146
Utility Margin increased $21 million and $115 million in the three and nine months ended September 30, 2022, respectively. Revenues associated with certain mechanisms and surcharges are offset by related expenses elsewhere in DTE
Energy's Consolidated Statements of Operations.
The following table details changes in various Utility Margin components relative to the comparable prior periods:
Operation
and maintenance expense increased $7 million and $25 million in the three and nine months ended September 30, 2022, respectively. The increase in the third quarter was primarily due to higher gas operations expense of $7 million and higher corporate support costs of $2 million, partially offset by lower uncollectible expense of $1 million. The increase in the nine-month period was primarily due to higher gas operations expense of $19 million and higher corporate support costs of $8 million.
Depreciation and amortization expense increased $3 million and $10 million in the three and nine months ended September 30, 2022, respectively. The increase in both periods was primarily due to a higher depreciable base.
Taxes other than income
expense increased $1 million and $5 million in the three and nine months ended September 30, 2022, respectively. The increase in both periods was primarily due to higher property taxes.
Other (Income) and Deductions increased $4 million and $11 million in the three and nine months ended September 30, 2022, respectively. The increase in the third quarter was primarily due to investment losses of $2 million and higher interest expense of $2 million. The increase in the nine-month period was primarily due to a change in investment earnings (loss of $7 million in 2022 compared to a gain of $1 million in 2021) and higher interest expense of $3 million.
Income Tax Expense (Benefit) increased $32 million in the nine months ended September 30,
2022. The increase was primarily due to higher earnings and lower amortization of the TCJA regulatory liability.
Outlook — DTE Gas will continue to move forward in its efforts to achieve operational excellence, sustain strong cash flows, and earn its authorized return on equity. DTE Gas expects that planned significant infrastructure capital investments will result in earnings growth. Looking forward, additional factors may impact earnings such as weather, the outcome of regulatory proceedings, benefit plan design changes, and investment returns and changes in discount rate assumptions in benefit plans and health care costs. DTE Gas expects to continue its efforts to improve productivity and decrease costs while improving customer satisfaction with consideration of customer rate affordability.
The DTE Vantage segment is comprised primarily of renewable energy projects that sell electricity and pipeline-quality gas and projects that deliver energy and utility-type products and services to industrial, commercial, and institutional customers. DTE Vantage formerly included projects that produced reduced emissions fuel; however, these projects were closed as planned in 2022 upon REF facilities exhausting their eligibility for generating production tax credits. DTE Vantage results and outlook are discussed below:
Less: Net Loss Attributable to Noncontrolling Interests
—
(3)
—
(9)
Net
Income Attributable to DTE Energy Company
$
26
$
73
$
68
$
115
Operating Revenues — Non-utility operations decreased $145 million and $506 million in the three and nine months ended September 30, 2022, respectively. The decrease in both periods was due to the following:
Three
Months
Nine Months
(In millions)
Closure of the REF business
$
(185)
$
(625)
Closure in the Steel business
(4)
(17)
Higher (lower) production and prices in the Renewables business
Non-utility Margin decreased $2 million and increased $28 million in the three and nine months ended September 30, 2022, respectively. The following table details changes in Non-utility Margin relative to the comparable prior periods:
Three Months
Nine Months
(In millions)
New
contract in the Renewables business
$
5
$
14
Higher (lower) demand and prices in the Steel business
(3)
11
Higher (lower) production and prices in the Renewables business
(4)
4
Closure
in the Steel business
(2)
(5)
Other
2
4
$
(2)
$
28
Operation and maintenance expensedecreased $13 million and $32 million in
the three and nine months ended September 30, 2022, respectively. The decrease in the third quarter was primarily due to $11 million associated with the closure of the REF business. The decrease in the nine-month period was primarily due to $30 million associated with the closure of the REF business and $4 million of lower corporate overhead costs, partially offset by a $6 million increase due to a new contract in the Renewables business.
Depreciation and amortization expense decreased $5 million and $16 million in the three and nine months ended September 30, 2022, respectively. The decrease in both periods was primarily due to the closure of the REF business.
Asset (gains) losses and impairments, net changed $32 million in the nine
months ended September 30, 2022. The change was primarily due to an asset impairment of $27 million recorded in 2021 in the Steel business for the anticipated closure of a pulverized coal facility, as well as a $3 million gain recorded in 2022 in the Renewables business related to lower future contingent obligations.
Other (Income) and Deductions decreased $52 million and $98 million in the three and nine months ended September 30, 2022, respectively. The decrease in the third quarter was primarily due to $57 million lower income associated with the closure of the REF business, partially offset by $3 million lower interest expense. The decrease in the nine-month period was primarily due to $102 million lower income associated with the closure of the REF business and $10 million lower equity investment
earnings due to a planned outage in the Renewables business, partially offset by $11 million lower interest expense.
Income Taxes — Production Tax Credits decreased $17 million and $50 million in the three and nine months ended September 30, 2022, respectively. The decrease in both periods was primarily due to the closure of the REF business.
Net Loss Attributable to Noncontrolling Interests decreased $3 million and $9 million in the three and nine months ended September 30, 2022, respectively. The decrease in both periods was primarily due to the closure of the REF business.
Outlook — DTE Vantage will continue to leverage its extensive energy-related operating experience
and project management capability to develop additional energy and renewable natural gas projects to serve energy intensive industrial customers. Compared to prior years, DTE Vantage expects that lower earnings will continue in 2022 due to the closure of the REF business. Over the long-term, DTE Vantage expects that growth in renewable energy and industrial energy services projects will offset the decreases to Net Income caused by the REF closures. DTE Vantage is also exploring decarbonization opportunities relating to carbon capture and storage projects.
Energy Trading focuses on physical and financial power, natural gas and environmental marketing and trading, structured transactions, enhancement of returns from its asset portfolio, and optimization of contracted natural gas pipeline transportation and storage positions. Energy Trading also provides natural gas, power, environmental, and related services, which may include the management of associated storage and transportation contracts on the customers' behalf and the supply or purchase of environmental attributes to various customers. Energy Trading results and outlook are discussed below:
Net
Income (Loss) Attributable to DTE Energy Company
$
56
$
(52)
$
(80)
$
(173)
Operating Revenues — Non-utility operations increased $1,422 million and $3,851 million in the three and nine months ended September 30, 2022, respectively. The increase in both periods was primarily due to higher gas prices in
the gas structured and gas transportation strategies.
Non-utility Margin increased $124 million and $111 million in the three and nine months ended September 30, 2022, respectively. The following tables detail changes in Non-utility margin relative to the comparable prior periods:
Three Months
(In millions)
Unrealized Margins(a)
Favorable
results, primarily in gas structured and gas transportation strategies(b)
$
204
Unfavorable results, primarily in power full requirements and environmental trading strategies
(48)
156
Realized Margins(a)
Favorable results, primarily in the environmental trading strategy
16
Unfavorable
results, primarily in power full requirements, gas transportation, and gas trading strategies(c)
(48)
(32)
Increase in Non-utility Margin
$
124
_______________________________________
(a)Natural gas structured transactions typically involve a physical purchase or sale of natural gas in the future and/or natural gas basis financial instruments which are derivatives and a related non-derivative pipeline transportation contract. These gas structured
transactions can result in significant earnings volatility as the derivative components are marked-to-market without revaluing the related non-derivative contracts.
(b)Amount includes $208 million of timing related gains related to gas strategies which will reverse in future periods as the underlying contracts settle.
(c)Amount includes $31 million of timing related gains related to gas strategies recognized in previous periods that reversed as the underlying contracts settled.
Favorable results, primarily in gas structured, gas transportation, and power trading strategies(b)
$
107
Unfavorable results, primarily in power full requirements and environmental trading strategies
(30)
77
Realized
Margins(a)
Favorable results, primarily in gas transportation, gas full requirements, and environmental trading strategies(c)
104
Unfavorable results, primarily in power full requirements and gas trading strategies
(70)
34
Increase in Non-utility Margin
$
111
_______________________________________
(a)Natural
gas structured transactions typically involve a physical purchase or sale of natural gas in the future and/or natural gas basis financial instruments which are derivatives and a related non-derivative pipeline transportation contract. These gas structured transactions can result in significant earnings volatility as the derivative components are marked-to-market without revaluing the related non-derivative contracts.
(b)Amount includes $71 million of timing related gains related to gas strategies which will reverse in future periods as the underlying contracts settle.
(c)Amount includes $54 million of timing related losses related to gas strategies recognized in previous periods that reversed as the underlying contracts settled.
Operation and maintenance decreased
$1 million and $9 million in the three and nine months ended September 30, 2022, respectively. The decrease in nine-month period was primarily due to lower compensation costs.
Other (Income) and Deductions decreased $19 million and $5 million in the three and nine months ended September 30, 2022, respectively. The decrease in both periods was primarily due to lower contributions to not-for-profit organizations.
Outlook — In the near-term, Energy Trading expects market conditions to remain challenging. The profitability of this segment may be impacted by the volatility in commodity prices and the uncertainty of impacts associated with regulatory changes, and changes in operating rules of Regional Transmission Organizations. Significant
portions of the Energy Trading portfolio are economically hedged. Most financial instruments, physical power and natural gas contracts, and certain environmental contracts are deemed derivatives; whereas, natural gas and environmental inventory, contracts for pipeline transportation, storage assets, and some environmental contracts are not derivatives. As a result, Energy Trading will experience earnings volatility as derivatives are marked-to-market without revaluing the underlying non-derivative contracts and assets. Energy Trading's strategy is to economically manage the price risk of these underlying non-derivative contracts and assets with futures, forwards, swaps, and options. This results in gains and losses that are recognized in different interim and annual accounting periods.
See also the "Fair Value" section herein and Notes 8 and 9 to the Consolidated Financial Statements, "Fair Value" and "Financial
and Other Derivative Instruments," respectively.
CORPORATE AND OTHER
Corporate and Other includes various holding company activities, holds certain non-utility debt, and holds certain investments, including funds supporting regional development and economic growth. The net loss of $35 million and $99 million for the three and nine months ended September 30, 2022, respectively, represents a decrease of $240 million and $282 million from the net loss of $275 million and $381 million in the comparable 2021 periods.
The lower losses in both periods were primarily due to the loss on debt extinguishment incurred in 2021, which increased
earnings by $286 million and $292 million for the three and nine months ended September 30, 2022, respectively. Lower losses in both 2022 periods were also due to effective income tax rate adjustments, lower state income taxes, and a valuation allowance recorded in 2021. For the nine month period, the lower losses were also due to decreased net interest expense in 2022. For both the three and nine month periods, the lower losses were partially offset by equity investment losses in 2022 and tax impacts from the separation of DT Midstream in the third quarter 2021, which resulted in a net tax benefit of $76 million in the prior year.
DTE Energy uses cash to maintain and invest in the electric and natural gas utilities, to grow the non-utility businesses, to retire and pay interest on long-term debt, and to pay dividends. DTE Energy believes it will have sufficient internal and external capital resources to fund anticipated capital and operating requirements. DTE Energy expects that cash from operations in 2022 will be approximately $2.1 billion. DTE Energy anticipates base level utility capital investments, including environmental, renewable, and energy waste reduction expenditures, and expenditures for non-utility businesses of approximately $3.5 billion in 2022. DTE Energy plans to seek regulatory approval to include utility capital expenditures in regulatory rate base consistent with prior
treatment. Capital spending for growth of existing or new non-utility businesses will depend on the existence of opportunities that meet strict risk-return and value creation criteria.
Refer below for analysis of cash flows relating to operating, investing, and financing activities, which reflect DTE Energy's change in financial condition. Any significant non-cash items are included in the Supplemental disclosure of non-cash investing and financing activities within the Consolidated Statements of Cash Flows, as applicable.
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period
$
35
$
516
Net cash from operating activities
1,412
2,372
Net
cash used for investing activities
(2,453)
(2,780)
Net cash from (used for) financing activities
1,057
(52)
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash
16
(460)
Cash, Cash Equivalents, and Restricted
Cash at End of Period
$
51
$
56
Cash from Operating Activities
A majority of DTE Energy's operating cash flows are provided by the electric and natural gas utilities, which are significantly influenced by factors such as weather, electric retail access, regulatory deferrals, regulatory outcomes, economic conditions, changes in working capital, and operating costs.
Net cash from operations decreased by $960 million in 2022. The decrease was primarily due to lower cash from working capital items. The decrease was also partially due to changes in Net Income,
which decreased year-over-year if adjusted for the Loss on extinguishment of debt in 2021, primarily driven by the separation of DT Midstream in July 2021 and the closure of the REF business at DTE Vantage in 2022.
The change in working capital items in 2022 was primarily due to decreases in cash related to Regulatory assets and liabilities, Accounts receivable, net, and Derivative assets and liabilities, partially offset by an increase in cash related to Other current and noncurrent assets and liabilities.
Changes in these line items were significantly impacted by higher prices for natural gas and electricity during 2022, including Regulatory assets attributed to the PSCR and GCR mechanisms at DTE Electric and DTE Gas, respectively. Refer to "Quantitative and Qualitative Disclosures About Market Risk" within Item 3 of this Report for additional information regarding DTE
Energy's management of commodity price and other market risks.
Cash used for Investing Activities
Cash inflows associated with investing activities are primarily generated from the sale of assets, while cash outflows are the result of plant and equipment expenditures and acquisitions. In any given year, DTE Energy looks to realize cash from under-performing or non-strategic assets or matured, fully valued assets.
Capital spending within the utility businesses is primarily to maintain and improve electric generation and the electric and natural gas distribution infrastructure, and to comply with environmental regulations and renewable energy requirements.
Capital spending within the non-utility businesses is primarily for ongoing maintenance, expansion, and growth. DTE Energy looks to make growth investments that meet strict criteria in terms of strategy, management skills, risks, and returns. All new investments are analyzed for their rates of return and cash payback on a risk adjusted basis. DTE Energy has been disciplined in how it deploys capital and will not make investments unless they meet the criteria. For new business lines, DTE Energy initially invests based on research and analysis. DTE Energy starts with a limited investment, evaluates the results, and either expands or exits the business based on those results. In any given year, the amount of growth capital will be determined by the underlying cash flows of DTE Energy, with a clear understanding of any potential impact on its credit ratings.
Net
cash used for investing activities decreased by $327 million in 2022 primarily due to decreases in utility plant and equipment expenditures and non-utility plant and equipment expenditures.
Cash from (used for) Financing Activities
DTE Energy relies on both short-term borrowing and long-term financing as a source of funding for capital requirements not satisfied by its operations.
DTE Energy's strategy is to have a targeted debt portfolio blend of fixed and variable interest rates and maturity. DTE Energy targets balance sheet financial metrics to ensure it is consistent with the objective of a strong investment grade debt rating.
Net cash from financing activities increased by $1.1 billion in 2022 primarily due to decreases in Redemption of long-term debt and Prepayment costs for extinguishment
of long-term debt, primarily related to redemptions of $2.6 billion following the separation of DT Midstream in the third quarter of 2021. The increase in cash from financing activities is partially offset by a decrease in Issuance of long-term debt, net of issuance costs, primarily due to $3.1 billion of long-term debt that was issued in 2021 to facilitate the separation of DT Midstream.
Outlook
Sources of Cash
DTE Energy expects cash flows from operations to increase over the long-term, primarily as a result of growth from the utility and non-utility businesses. Growth in the utilities is expected to be driven primarily by capital spending which will increase the base from which rates are determined. Non-utility growth is expected from additional investments in the DTE Vantage segment. Compared to prior years, DTE Vantage expects
that lower cash flows will continue in 2022 due to the closure of REF business. Growth from new renewable energy investments and industrial energy services projects are expected to offset these decreases over the long-term.
DTE Energy's separation of DT Midstream on July 1, 2021 may also contribute to lower cash from operations in 2022 and the near term. However, DTE Energy still expects higher cash flows from operations over the long-term due to the growth of its utilities and remaining non-utility businesses. For additional information regarding the separation of DT Midstream, refer to Note 4 to the Consolidated Financial Statements, "Discontinued Operations."
DTE Energy's utilities may be impacted by the timing of collection or refund of various recovery and tracking mechanisms, as a result of timing of MPSC orders. Energy
prices are likely to be a source of volatility with regard to working capital requirements for the foreseeable future. DTE Energy continues its efforts to identify opportunities to improve cash flows through working capital initiatives and maintaining flexibility in the timing and extent of long-term capital projects.
To finance the acquisition of midstream natural gas assets in December 2019, DTE Energy issued equity units that will result in the issuance of $1.3 billion of common stock in November 2022. DTE Energy does not anticipate the issuance of any additional equity in 2022. However, at the discretion of management and depending upon economic and financial market conditions, DTE Energy could issue additional equity as part of its financial planning process. If issued, DTE Energy anticipates these discretionary equity issuances would be made through contributions to the dividend reinvestment plan or employee benefit
plans.
Over the long-term, DTE Energy does not have any equity commitments other than the 2019 equity units noted above and will continue to evaluate equity needs on an annual basis. DTE Energy currently expects its primary source of long-term financing to be the issuance of debt and is monitoring the impact of rising interest rates on the cost of borrowing.
DTE Energy has $1.4 billion in long-term debt, including finance leases, maturing within twelve months. Repayment of the debt is expected to be made through internally generated funds, the issuance
of new long-term debt, and proceeds from the equity issuances associated with the 2019 equity units.
DTE Energy has paid quarterly cash dividends for more than 100 consecutive years and expects to continue paying regular cash dividends in the future, including approximately $0.7 billion in 2022. Any payment of future dividends is subject to approval by the Board of Directors and may depend on DTE Energy's future earnings, capital requirements, and financial condition. Over the long-term, DTE Energy expects continued dividend growth and is targeting a payout ratio consistent with pure-play utility companies.
Various subsidiaries and equity investees of DTE Energy have entered into contracts which contain ratings triggers and are guaranteed by DTE Energy. These contracts contain provisions which allow the counterparties to require that DTE Energy post cash or letters of credit
as collateral in the event that DTE Energy's credit rating is downgraded below investment grade. Certain of these provisions (known as "hard triggers") state specific circumstances under which DTE Energy can be required to post collateral upon the occurrence of a credit downgrade, while other provisions (known as "soft triggers") are not as specific. For contracts with soft triggers, it is difficult to estimate the amount of collateral which may be requested by counterparties and/or which DTE Energy may ultimately be required to post. The amount of such collateral which could be requested fluctuates based on commodity prices (primarily natural gas, power, environmental, and coal) and the provisions and maturities of the underlying transactions. As of September 30, 2022, DTE Energy's contractual obligation to post collateral in the form of cash or letters of credit in the event of a downgrade to below
investment grade, under both hard trigger and soft trigger provisions, was $699 million.
Other obligations are further described in the following Combined Notes to the Consolidated Financial Statements:
Note
Title
1
Organization and Basis of Presentation
2
Significant Accounting Policies
6
Regulatory
Matters
9
Financial and Other Derivative Instruments
10
Long-Term Debt
11
Short-Term Credit Arrangements and Borrowings
13
Commitments and Contingencies
14
Retirement Benefits and Trusteed Assets
Also
refer to the "Capital Investments" section above regarding DTE Energy's capital strategy and estimated spend over the next five years. For additional information regarding DTE Energy's future cash obligations, including scheduled debt maturities and interest payments, minimum lease payments, and future purchase commitments, refer to DTE Energy's Annual Report on Form 10-K for the year ended December 31, 2021.
Liquidity
DTE Energy has approximately $2.4 billion of available liquidity at September 30, 2022, consisting primarily of cash and cash equivalents and amounts available under unsecured revolving credit agreements and term loans.
DTE Energy believes it will have sufficient operating flexibility, cash resources, and funding
sources to maintain adequate amounts of liquidity and to meet future operating cash and capital expenditure needs. However, virtually all of DTE Energy's businesses are capital intensive, or require access to capital, and the inability to access adequate capital could adversely impact earnings and cash flows.
NEW ACCOUNTING PRONOUNCEMENTS
See Note 3 to the Consolidated Financial Statements, "New Accounting Pronouncements."
Derivatives are generally recorded at fair value and shown as Derivative assets or liabilities. Contracts DTE Energy typically classifies as derivative instruments include power, natural gas, some environmental contracts, and certain forwards, futures, options and swaps, and foreign currency exchange contracts. Items DTE Energy does not generally account for as derivatives include natural gas and environmental inventory, pipeline transportation contracts, storage assets, and some environmental contracts. See Notes 8 and 9 to the Consolidated Financial Statements, "Fair Value" and "Financial and Other Derivative Instruments," respectively.
The tables below do not include the expected earnings impact of non-derivative natural gas storage, transportation, certain power contracts, and some
environmental contracts which are subject to accrual accounting. Consequently, gains and losses from these positions may not match with the related physical and financial hedging instruments in some reporting periods, resulting in volatility in the Registrants' reported period-by-period earnings; however, the financial impact of the timing differences will reverse at the time of physical delivery and/or settlement.
The Registrants manage their MTM risk on a portfolio basis based upon the delivery period of their contracts and the individual components of the risks within each contract. Accordingly, the Registrants record and manage the energy purchase and sale obligations under their contracts in separate components based on the commodity (e.g. electricity or natural gas), the product (e.g. electricity for delivery during peak or off-peak hours), the delivery location (e.g. by region), the risk profile (e.g. forward or option),
and the delivery period (e.g. by month and year).
The Registrants have established a fair value hierarchy that 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). For further discussion of the fair value hierarchy, see Note 8 to the Consolidated Financial Statements, "Fair Value."
The following table provides details on changes in DTE Energy's MTM net asset (or liability) position:
The table below shows the maturity of DTE Energy's MTM positions. The positions from 2025 and beyond principally represent longer tenor gas structured transactions:
Item 3. Quantitative
and Qualitative Disclosures About Market Risk
Market Price Risk
The Electric and Gas businesses have commodity price risk, primarily related to the purchases of coal, natural gas, uranium, and electricity. However, the Registrants do not bear significant exposure to earnings risk, as such changes are included in the PSCR and GCR regulatory rate-recovery mechanisms. In addition, changes in the price of natural gas can impact the valuation of lost and stolen gas, storage sales, and transportation services revenue at the Gas segment. The Gas segment manages its market price risk related to storage sales revenue primarily through the sale of long-term storage contracts. The Registrants are exposed to short-term cash flow or liquidity risk as a result of the time differential between actual cash settlements and regulatory rate recovery.
The
DTE Vantage segment is subject to price risk for electricity, natural gas, coal products, and environmental attributes generated from its renewable natural gas investments. DTE Energy manages its exposure to commodity price risk through the use of long-term contracts and hedging instruments, when available.
DTE Energy's Energy Trading business segment has exposure to electricity, natural gas, 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 predetermined risk parameters.
Credit Risk
Allowance for Doubtful Accounts
The Registrants regularly review contingent 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 Registrants believe their accrued amounts are adequate for probable loss.
Trading Activities
DTE Energy is exposed to credit risk through trading activities. Credit risk is the potential loss that may result if the trading counterparties fail to meet their contractual obligations. DTE Energy utilizes both external and internal credit assessments when determining the credit quality of trading counterparties.
The following table displays the credit quality of DTE Energy's trading counterparties as of September 30, 2022:
Credit
Exposure Before Cash Collateral
Cash Collateral
Net Credit Exposure
(In millions)
Investment Grade(a)
A- and Greater
$
1,017
$
(206)
$
811
BBB+
and BBB
471
—
471
BBB-
77
—
77
Total Investment Grade
1,565
(206)
1,359
Non-investment
grade(b)
26
—
26
Internally Rated — investment grade(c)
883
(3)
880
Internally Rated — non-investment grade(d)
33
(2)
31
Total
$
2,507
$
(211)
$
2,296
_______________________________________
(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). The five largest counterparty exposures, combined, for this category represented 18% 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 less than 1% of the total gross credit exposure.
(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. The five largest counterparty exposures, combined,
for this category represented 17% of the total gross credit exposure.
(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. The five largest counterparty exposures, combined, for this category represented less than 1% of the total gross credit exposure.
The Registrants engage in business with customers that are non-investment grade. The Registrants closely monitor the credit
ratings of these customers and, when deemed necessary and permitted under the tariffs, request collateral or guarantees from such customers to secure their obligations.
Interest Rate Risk
DTE Energy is subject to interest rate risk in connection with the issuance of debt. In order to manage interest costs, DTE Energy may use treasury locks and interest rate swap agreements. DTE Energy's exposure to interest rate risk arises primarily from changes in U.S. Treasury rates, commercial paper rates, credit spreads, and SOFR. As of September 30, 2022, DTE Energy had floating rate debt of $1.4 billion and a floating rate debt-to-total debt ratio of 7.1%.
Foreign Currency Exchange Risk
DTE Energy has foreign currency exchange risk arising from market
price fluctuations associated with fixed priced contracts. These contracts are denominated in Canadian dollars and are primarily for the purchase and sale of natural gas and power, as well as for long-term transportation capacity. 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 December 2032.
Summary of Sensitivity Analyses
Sensitivity analyses were performed on the fair values of commodity contracts for DTE Energy and long-term debt obligations for the Registrants. The commodity contracts listed below principally relate to energy marketing and trading activities. The sensitivity analyses involved increasing and decreasing forward prices and rates at September 30, 2022 and 2021
by a hypothetical 10% and calculating the resulting change in the fair values. 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.
The results of the sensitivity analyses:
Assuming
a 10% Increase in Prices/Rates
Assuming a 10% Decrease in Prices/Rates
As of September 30,
As of September 30,
Activity
2022
2021
2022
2021
Change
in the Fair Value of
(In millions)
Environmental contracts
$
(8)
$
(16)
$
8
$
15
Commodity
contracts
Gas contracts
$
19
$
102
$
(19)
$
(102)
Commodity contracts
Power contracts
$
13
$
13
$
(13)
$
(13)
Commodity
contracts
Oil contracts
$
2
$
—
$
(2)
$
—
Commodity contracts
Interest rate risk — DTE Energy
$
(667)
$
(649)
$
718
$
674
Long-term
debt
Interest rate risk — DTE Electric
$
(426)
$
(329)
$
466
$
348
Long-term debt
For
further discussion of market risk, see Note 9 to the Consolidated Financial Statements, "Financial and Other Derivative Instruments."
(a) Evaluation of disclosure controls and procedures
Management of DTE Energy carried out an evaluation, under the supervision and with
the participation of DTE Energy's Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of DTE Energy's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2022, which is the end of the period covered by this report. Based on this evaluation, DTE Energy's CEO and CFO have concluded that such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by DTE Energy in reports that it files or submits under the Exchange Act (i) is recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission's rules and forms and (ii) is accumulated and communicated to DTE Energy's management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Due
to the inherent limitations in the effectiveness of any disclosure controls and procedures, management cannot provide absolute assurance that the objectives of its disclosure controls and procedures will be attained.
(b) Changes in internal control over financial reporting
There have been no changes in DTE Energy's internal control over financial reporting during the quarter ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, DTE Energy's internal control over financial reporting.
DTE Electric
(a) Evaluation of disclosure controls and procedures
Management of DTE Electric carried out an evaluation, under the supervision and with the participation of
DTE Electric's Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of DTE Electric's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2022, which is the end of the period covered by this report. Based on this evaluation, DTE Electric's CEO and CFO have concluded that such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by DTE Electric in reports that it files or submits under the Exchange Act (i) is recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission's rules and forms and (ii) is accumulated and communicated to DTE Electric's management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Due to
the inherent limitations in the effectiveness of any disclosure controls and procedures, management cannot provide absolute assurance that the objectives of its disclosure controls and procedures will be attained.
(b) Changes in internal control over financial reporting
There have been no changes in DTE Electric's internal control over financial reporting during the quarter ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, DTE Electric's internal control over financial reporting.
For information on legal proceedings and matters related to the Registrants, see Notes 6 and 13 to the Consolidated Financial Statements, "Regulatory Matters" and "Commitments and Contingencies," respectively.
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.
Item
1A. Risk Factors
There are various risks associated with the operations of the Registrants' businesses. To provide a framework to understand the operating environment of the Registrants, a brief explanation of the more significant risks associated with the Registrants' businesses is provided in Part 1, Item 1A. Risk Factors in DTE Energy's and DTE Electric's combined 2021 Annual Report on Form 10-K. Although the Registrants have tried to identify and discuss key risk factors, others could emerge in the future.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of DTE Energy Equity
Securities by the Issuer and Affiliated Purchasers
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 September 30, 2022:
Number
of
Shares
Purchased(a)
Average
Price
Paid per
Share(a)
Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Average Price Paid per Share
Maximum Dollar Value that May Yet Be Purchased Under the Plans or Programs
07/01/22 - 07/31/22
5,035
$
106.01
—
—
—
08/01/22
- 08/31/22
1,264
$
117.14
—
—
—
09/01/22 - 09/30/22
565
$
119.44
—
—
—
Total
6,864
—
_______________________________________
(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.
Supplemental
Indenture dated as of August 1, 2022 to the Amended and Restated Indenture dated as of April 9, 2001, amending the Series F Supplemental Indenture dated as of November 1, 2019 between DTE Energy Company and The Bank of New York Mellon Trust Company, N.A. trustee (2019 Series F)
Fifty-third
Supplemental Indenture dated as of September 1, 2022, to Indenture of Mortgage and Deed of Trust, dated as of March 1, 1944, between DTE Gas Company and Citibank, N.A., trustee (2022 Series C and D)
Fifth Amended and Restated Five Year Credit Agreement
dated October 25, 2022 by and among DTE Energy Company, the lenders listed on the signature pages thereof and Citibank, N.A., as Administrative Agent
Fifth Amended and Restated Five Year Credit Agreement dated October
25, 2022 by and among DTE Electric Company, the lenders listed on the signature pages thereof and Citibank, N.A., as Administrative Agent
Fifth Amended and Restated Five Year Credit Agreement dated October 25, 2022 by and among DTE Gas Company,
the lenders listed on the signature pages thereof and Citibank, N.A., as Administrative Agent
Chief
Financial Officer Section 302 Form 10-Q Certification of Periodic Report
X
101.INS
XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized. The signature for each undersigned Registrant shall be deemed to relate only to matters having reference to such Registrant and any subsidiaries thereof.