UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Form 10-K/A
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE OF 1934
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2004
Commission file number 1-11607
DTE ENERGY COMPANY
Michigan (State or other jurisdiction of incorporation or organization) |
38-3217752 (I.R.S. Employer Identification No.) |
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2000 2nd Avenue, Detroit, Michigan (Address of principal executive offices) |
48226-1279 (Zip Code) |
313-235-4000
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
Common Stock, without par value, with contingent preferred stock purchase rights |
New York and Chicago Stock Exchanges | |
8.75% Equity Security Units 7.8% Trust Preferred Securities * 7.50% Trust Originated Preferred Securities** |
New York Stock Exchange New York Stock Exchange New York Stock Exchange |
* | Issued by DTE Energy Trust I. DTE Energy fully and unconditionally guarantees the payments of all amounts due on these securities to the extent DTE Energy Trust I has funds available for payment of such distributions. | |||
** | Issued by DTE Energy Trust II. DTE Energy fully and unconditionally guarantees the payments of all amounts due on these securities to the extent DTE Energy Trust II has funds available for payment of such distributions. |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes þ No o
On June 30, 2004, the aggregate market value of the Registrants voting and non-voting common equity held by non-affiliates was approximately $7.0 billion (based on the New York Stock Exchange closing price on such date). There were 174,175,040 shares of common stock outstanding at March 31, 2005, substantially all held by non-affiliates.
DOCUMENTS INCORPORATED IN THIS AMENDMENT BY REFERENCE
None
TABLE OF CONTENTS
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Chief Executive Officer Section 302 | ||||||||
Chief Financial Officer Section 302 | ||||||||
Chief Executive Officer Section 906 | ||||||||
Chief Financial Officer Section 906 |
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EXPLANATORY NOTE
This Form 10-K/A is being filed to amend and restate Item 9A of Part II of the Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (2004 10-K), which was filed with the Securities and Exchange Commission on March 15, 2005 by DTE Energy Company (the Company). This amendment rephrases the language regarding the effectiveness of the Companys disclosure controls and procedures as of December 31, 2004. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), new certifications by the Companys principal executive officer and principal financial officer are being filed as exhibits to this Form 10-K/A under Item 15 of Part IV hereof.
For purposes of this Form 10-K/A, and in accordance with Rule 12b-15 under the Exchange Act, Item 9A of the 2004 10-K has been amended and restated in its entirety. No attempt has been made in this Form 10-K/A to modify or update other disclosures as presented in the original 2004 10-K.
PART II
Item 9A. Controls and Procedures
(a) Evaluation of disclosure controls and procedures
Management of the Company carried out an evaluation, under the supervision and with the participation of the Companys Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2004, which is the end of the period covered by this report. Based on this evaluation, the Companys Chief Executive Officer and Chief Financial Officer have concluded that such controls and procedures are effective in ensuring that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Companys management, including its Chief Executive Officer and Chief Financial Officer, 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 met.
(b) Managements report on internal control over financial reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Companys internal control system was designed to provide reasonable assurance to the Companys management and Board of Directors regarding the preparation and fair presentation of published financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of the effectiveness to future periods are subject to the risks that control may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Companys management assessed the effectiveness of the Companys internal control over financial reporting as of December 31, 2004. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control
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Integrated Framework. Based on our assessment, management believes that, as of December 31, 2004, the Companys internal control over financial reporting was effective based on those criteria.
Our managements assessment of the effectiveness of the Companys internal control over financial reporting has been audited by the Companys independent auditors, as stated in their report which is included in the 2004 10-K.
(c) Changes in internal control over financial reporting
The Company has established a formal assessment process and related procedures to evaluate the effectiveness of internal control over financial reporting using criteria specified by COSO. The assessment process is comprehensive in scope, utilizes internal and external resources and involves many individuals at various levels of the Company in the design, testing and evaluation of internal control.
As part of the evaluation and assessment process, the Company has been improving the design and operating effectiveness of many entity-level and process-level controls. Control testing and remediation activities provide reasonable, but not absolute, assurance that a material weakness in internal control over financial reporting will be avoided. The inherent limitations of our current internal controls, a portion of which are manual by their nature, contribute to the potential for control deficiencies. Management does not believe any areas requiring further improvement constitute a material weakness in internal control over financial reporting as of December 31, 2004.
There has been no change in the Companys internal control over financial reporting during the fourth quarter of 2004 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(b) The following exhibits are filed as part of this Form 10-K/A.
Exhibit No. | Description | |
(i) | Exhibits filed herewith. |
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31-17 | Chief Executive Officer Section 302 Form 10-K Certification of Periodic Report. |
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31-18 | Chief Financial Officer Section 302 Form 10-K Certification of Periodic Report. |
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(ii) | Exhibits furnished herewith. |
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32-17 | Chief Executive Officer Section 906 Form 10-K Certification of Periodic Report. |
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32-18 | Chief Financial Officer Section 906 Form 10-K Certification of Periodic Report. |
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DTE ENERGY COMPANY (Registrant) |
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Date:
June 24, 2005
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By | /s/ Anthony F. Earley, Jr. | |||||
Anthony F. Earley, Jr. | |||||||
Chairman of the Board, | |||||||
Chief Executive Officer, | |||||||
and Chief Operating Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
By
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/s/ Anthony F. Earley, Jr. | By | /s/ David E. Meador | |||||||
Anthony F. Earley, Jr. Chairman of the Board, Chief Executive Officer and Chief Operating Officer |
David E. Meador Executive Vice President and Chief Financial Officer |
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By
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/s/ Daniel G. Brudzynski | By | /s/ John E. Lobbia | |||||||
Daniel G. Brudzynski Vice President and Controller |
John E. Lobbia, Director | |||||||||
By
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/s/ Lillian Bauder | By | /s/ Gail J. McGovern | |||||||
Lillian Bauder, Director | Gail J. McGovern, Director | |||||||||
By
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/s/ Allan D. Gilmour | By | /s/ Eugene A. Miller | |||||||
Allan D. Gilmour, Director | Eugene A. Miller, Director | |||||||||
By
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/s/ Alfred R. Glancy | By | /s/ Charles W. Pryor, Jr. | |||||||
Alfred R. Glancy III, Director | Charles W. Pryor, Jr., Director | |||||||||
By
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/s/ Frank M. Hennessey | By | /s/ Josue Robles, Jr. | |||||||
Frank M. Hennessey, Director | Josue Robles, Jr., Director | |||||||||
By | /s/ Howard F. Sims | |||||||||
Howard F. Sims, Director | ||||||||||
Date: June 24, 2005 |
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Exhibit Index
Exhibit No. | Description | |
31-17 | Chief Executive Officer Section 302 Form 10-K Certification of Periodic Report. |
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31-18 | Chief Financial Officer Section 302 Form 10-K Certification of Periodic Report. |
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32-17 | Chief Executive Officer Section 906 Form 10-K Certification of Periodic Report. |
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32-18 | Chief Financial Officer Section 906 Form 10-K Certification of Periodic Report. |