DTE ENERGY CO - FORM 8-K - EX-99.1 - EXHIBIT 99.1

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8-K - 8-K - DTE ENERGY CO	a8-kdtegas2ndqtr2014.htm

Exhibit 99.1

DTE Gas Company

Unaudited Consolidated Financial Statements as of and for the Three and Six Months Ended June 30, 2014



DTE Gas Company

Quarter Ended June 30, 2014

Table of Contents


	Page
Consolidated Statements of Operations (Unaudited)	1

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)	2

Consolidated Statements of Financial Position (Unaudited)	3

Consolidated Statements of Cash Flows (Unaudited)	5

Consolidated Statements of Changes in Shareholder's Equity (Unaudited)	6

Notes to Consolidated Financial Statements (Unaudited)	7

DTE Gas Company

Consolidated Statements of Operations (Unaudited)



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2014			2013			2014			2013
	(In millions)
Operating Revenues	$	223		$	243		$	1,012		$	837

Operating Expenses
Cost of gas	66			78			495			370
Operation and maintenance	113			103			222			208
Depreciation and amortization	24			24			48			47
Taxes other than income	16			14			32			31
	219			219			797			656
Operating Income	4			24			215			181

Other (Income) and Deductions
Interest expense	14			14			29			29
Interest income	(1		)	(2		)	(3		)	(3		)
Other income	(3		)	(2		)	(5		)	(4		)
Other expenses	—			1			1			1
	10			11			22			23
Income (Loss) Before Income Taxes	(6		)	13			193			158

Income Tax Expense (Benefit)	(2		)	5			70			56

Net Income (Loss)	$	(4	)	$	8		$	123		$	102

See Notes to Consolidated Financial Statements (Unaudited)

DTE Gas Company

Consolidated Statements of Comprehensive Income (Unaudited)



	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2014			2013		2014		2013
	(In millions)
Net income (loss)	$	(4	)	$	8	$	123	$	102
Comprehensive income (loss)	$	(4	)	$	8	$	123	$	102

See Notes to Consolidated Financial Statements (Unaudited)

DTE Gas Company

Consolidated Statements of Financial Position (Unaudited)



	June 30,			December 31,
	2014			2013
	(In millions)
ASSETS
Current Assets
Cash and cash equivalents	$	—		$	1
Accounts receivable (less allowance for doubtful accounts of $27 and $20, respectively)
Customer	244			341
Affiliates	41			52
Other	1			2
Inventories
Gas	3			4
Materials and supplies	15			15
Gas customer choice deferred asset	21			81
Deferred income taxes	10			37
Notes receivable
Affiliates	44			5
Other	5			3
Regulatory assets	73			13
Other	6			15
	463			569

Investments	26			25

Property
Property, plant and equipment	4,171			4,101
Less accumulated depreciation and amortization	(1,629		)	(1,605		)
	2,542			2,496
Other Assets
Regulatory assets	539			558
Net investment in lease	62			63
Prepaid pension costs — affiliates	216			206
Prepaid postretirement costs — affiliates	60			46
Other	7			8
	884			881
Total Assets	$	3,915		$	3,971

See Notes to Consolidated Financial Statements (Unaudited)

DTE Gas Company

Consolidated Statements of Financial Position (Unaudited) - Continued



	June 30,			December 31,
	2014			2013
	(In millions, except shares)
LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities
Accounts payable
Affiliates	$	16		$	19
Other	166			137
Short-term borrowings
Affiliates	—			12
Other	—			96
Current portion of long-term debt	—			80
Gas inventory equalization	38			—
Regulatory liabilities	3			24
Other	59			69
	282			437

Long-Term Debt	949			949

Other Liabilities
Deferred income taxes	729			701
Regulatory liabilities	465			477
Accrued pension liability — affiliates	119			116
Asset retirement obligations	130			127
Other	41			44
	1,484			1,465
Commitments and Contingencies (Note 9)

Shareholder's Equity
Common stock, $1 par value, 15,100,000 shares authorized, 10,300,000 shares issued and outstanding	534			534
Retained earnings	668			588
Accumulated other comprehensive loss	(2		)	(2		)
	1,200			1,120
Total Liabilities and Shareholder's Equity	$	3,915		$	3,971

See Notes to Consolidated Financial Statements (Unaudited)

DTE Gas Company

Consolidated Statements of Cash Flows (Unaudited)



	Six Months Ended
	June 30,
	2014			2013
	(In millions)
Operating Activities
Net income	$	123		$	102
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	48			47
Deferred income taxes	49			51
Changes in assets and liabilities:
Accounts receivable, net	109			60
Inventories	1			16
Prepaid pension costs — affiliates	(10		)	(11		)
Prepaid postretirement benefit costs — affiliates	(14		)	—
Accounts payable	26			(18		)
Gas inventory equalization	38			73
Accrued pension liability — affiliates	3			—
Accrued postretirement liability — affiliates	—			(36		)
Regulatory assets and liabilities	(71		)	11
Other assets	67			69
Other liabilities	(9		)	(17		)
Net cash from operating activities	360			347
Investing Activities
Plant and equipment expenditures	(92		)	(102		)
Notes receivable and other	(38		)	5
Net cash used for investing activities	(130		)	(97		)
Financing Activities
Short-term borrowings, net	(96		)	(91		)
Notes payable from affiliates	(12		)	(60		)
Redemption of long-term debt	(80		)	(60		)
Dividends on common stock	(43		)	(39		)
Net cash used for financing activities	(231		)	(250		)
Net Decrease in Cash and Cash Equivalents	(1		)	—
Cash and Cash Equivalents at Beginning of Period	1			1
Cash and Cash Equivalents at End of Period	$	—		$	1

Supplemental disclosure of non-cash investing and financing activities
Plant and equipment expenditures in accounts payable	$	19		$	11

See Notes to Consolidated Financial Statements (Unaudited)

DTE Gas Company

Consolidated Statements of Changes in Shareholder's Equity (Unaudited)



				Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Loss
	Common Stock
	Shares	Amount										Total
	(Dollars in millions, shares in thousands)
Balance, December 31, 2013	10,300	$	10	$	524	$	588		$	(2	)	$	1,120
Net income	—	—		—		123			—			123
Dividends declared on common stock	—	—		—		(43		)	—			(43		)
Balance, June 30, 2014	10,300	$	10	$	524	$	668		$	(2	)	$	1,200

See Notes to Consolidated Financial Statements (Unaudited)

DTE Gas Company

Notes to Consolidated Financial Statements (Unaudited)

NOTE 1 — BASIS OF PRESENTATION

Corporate Structure

DTE Gas Company (DTE Gas) is a Michigan corporation organized in 1898. DTE Gas is an indirect, wholly-owned subsidiary of DTE Energy Company (DTE Energy). DTE Gas is a public utility subject to regulation by the Michigan Public Service Commission (MPSC) and the Federal Energy Regulatory Commission (FERC). DTE Gas is engaged in the purchase, storage, transportation, distribution and sale of natural gas to approximately 1.2 million customers throughout Michigan and the sale of storage and transportation capacity.

References in this report to “we”, “us”, “our” or “Company” are to DTE Gas and its subsidiaries, collectively.

Basis of Presentation

These Consolidated Financial Statements should be read in conjunction with the Notes to Consolidated Financial Statements included in the 2013 Consolidated Financial Statements furnished on Form 8-K.

The accompanying Consolidated Financial Statements 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 Company's estimates.

The Consolidated Financial Statements are unaudited, but in the Company's opinion 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 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, 2014.

Certain prior year balances were reclassified to match the current year's financial statement presentation.

Principles of Consolidation

The Company consolidates all majority-owned subsidiaries and investments in entities in which it has controlling influence. Non-majority owned investments are accounted for using the equity method when the Company is able to influence the operating policies of the investee. When the Company does not influence the operating policies of an investee, the cost method is used. These consolidated financial statements also reflect the Company’s proportionate interests in certain jointly owned utility plants. The Company eliminates all intercompany balances and transactions.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Income Taxes

The Company's effective tax benefit rate for the three months ended June 30, 2014 was 33% as compared to an effective tax rate of 38% for the three months ended June 30, 2013. The Company's effective tax rate for the six months ended June 30, 2014 was 36% as compared to 35% for the six months ended June 30, 2013. The decrease in the effective tax rate for the three months ended June 30, 2014 is primarily attributable to the adjustment arising from the application of the forecasted annual effective tax rate to quarterly earnings which reflect the seasonal earnings pattern of the DTE Gas business.

The Company had an income tax receivable due from DTE Energy of $32 million at June 30, 2014 and $48 million at December 31, 2013.

DTE Gas Company

Notes to Consolidated Financial Statements (Unaudited) - (Continued)

Stock-Based Compensation

The Company received an allocation of costs from DTE Energy associated with stock-based compensation of $3 million and $6 million for the three months ended June 30, 2014 and June 30, 2013, respectively while such allocation was $8 million and $10 million for the six months ended June 30, 2014 and June 30, 2013, respectively.

NOTE 3 — NEW ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The objectives of this ASU are to improve upon revenue recognition requirements by providing a single comprehensive model to determine the measurement of revenue and timing of recognition. The core principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. This ASU also requires expanded qualitative and quantitative disclosures regarding the nature, amount, timing, and uncertainty of revenues and cash flows arising from contracts with customers. The revenue standard is effective for the first interim period within annual reporting periods beginning after December 15, 2016 and is to be applied retrospectively. Early adoption is not permitted. The Company is currently assessing the impact of this ASU on its consolidated financial statements.

NOTE 4 — FAIR VALUE

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 Company makes certain assumptions it believes that market participants would use in pricing assets or liabilities, including assumptions about risk, and the risks inherent in the inputs to valuation techniques. Credit risk of the Company and its counterparties is incorporated in the valuation of assets and liabilities through the use of credit reserves, the impact of which was immaterial at June 30, 2014 and December 31, 2013. The Company believes it uses 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 Company classifies 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 Company has 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.

DTE Gas Company

Notes to Consolidated Financial Statements (Unaudited) - (Continued)

Fair Value of Financial Instruments

The fair value of financial instruments included in the table below is determined by using quoted market prices when available. When quoted prices are not available, pricing services may be used to determine the fair value with reference to observable interest rate indexes. The Company has obtained an understanding of how the fair values are derived. The Company also selectively corroborates the fair value of its transactions by comparison of market-based price sources. Discounted cash flow analyses based upon estimated current borrowing rates are also used to determine fair value when quoted market prices are not available. The fair values of notes receivable, excluding capital leases, are estimated using discounted cash flow techniques that incorporate market interest rates as well as assumptions about the remaining life of the loans and credit risk. Depending on the information available, other valuation techniques may be used that rely on internal assumptions and models. Valuation policies and procedures are determined by the Company's Treasury Department which reports to the Company's Vice President and Treasurer.

The following table presents the carrying amount and fair value of financial instruments as of June 30, 2014 and December 31, 2013:



	June 30, 2014								December 31, 2013
	Carrying		Fair Value						Carrying		Fair Value
	Amount		Level 1		Level 2		Level 3		Amount		Level 1		Level 2		Level 3
	(In millions)
Notes receivable - affiliates	$	44	$	—	$	—	$	44	$	5	$	—	$	—	$	5
Short-term borrowings - affiliates	$	—	$	—	$	—	$	—	$	12	$	—	$	—	$	12
Short-term borrowings - other	$	—	$	—	$	—	$	—	$	96	$	—	$	96	$	—
Long-term debt	$	949	$	—	$	776	$	288	$	1,029	$	—	$	908	$	204

Other Securities

At June 30, 2014 and 2013, trading securities consisted of life insurance contracts, which had underlying investments in money-market and debt and equity securities. Gains related to trading securities held at both June 30, 2014 and 2013 were $1 million.

NOTE 5 — FINANCIAL AND OTHER DERIVATIVE INSTRUMENTS

The Company recognizes all derivatives at their fair value as Derivative assets or liabilities on the 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 portion of the derivative gain or loss that is effective in offsetting the change in the value of the underlying exposure is deferred in Accumulated other comprehensive income and later reclassified into earnings when the underlying transaction occurs. Gains and losses from the ineffective portion of any hedge are recognized in earnings immediately. 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 Company's primary market risk exposure is associated with commodity prices, credit and interest rates. The Company has risk management policies to monitor and manage market risks. DTE Gas purchases, stores, transports, distributes and sells natural gas. The Company has fixed-priced contracts for portions of its expected natural gas supply requirements through March 2017. Substantially all of these contracts meet the normal purchases and sales exemption and are therefore accounted for under the accrual method. The Company may also sell forward transportation and storage capacity contracts. Forward transportation and storage contracts are generally not derivatives and are therefore accounted for under the accrual method.

DTE Gas Company

Notes to Consolidated Financial Statements (Unaudited) - (Continued)

NOTE 6 — ASSET RETIREMENT OBLIGATIONS

A reconciliation of the asset retirement obligation for the six months ended June 30, 2014 follows:



	(In millions)
Asset retirement obligations at December 31, 2013	$	127
Accretion	3
Asset retirement obligations at June 30, 2014	$	130

NOTE 7 — LONG-TERM DEBT

Debt Redemptions

In 2014, the following debt was redeemed:



Month	Type	Interest Rate	Maturity	Amount
				(In millions)
May	Mortgage Bonds	8.25%	2014	$	80
				$	80

NOTE 8 — SHORT-TERM CREDIT ARRANGEMENTS AND BORROWINGS

DTE Gas has a $300 million unsecured revolving credit agreement with a syndicate of 19 banks that can be used for general corporate borrowings, but is intended to provide liquidity support for the Company's commercial paper program. No one bank provides more than 8.7% of the commitment in the facility. Borrowings under the facility are available at prevailing short-term interest rates. The facility will expire in April 2018. At June 30, 2014, there were no amounts outstanding against the facility, while there was $96 million outstanding against the facility at December 31, 2013.

The agreement requires the Company to maintain a total funded debt to capitalization ratio of no more than 0.65 to 1. In the agreement, “total funded debt” means all indebtedness of the Company and its consolidated subsidiaries, including capital lease obligations, hedge agreements and guarantees of third parties’ debt, but excluding contingent obligations, nonrecourse and junior subordinated debt 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 stockholders’ equity of the Company and its 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 June 30, 2014, the total funded debt to total capitalization ratio for DTE Gas is 0.44 to 1 and is in compliance with this financial covenant.

DTE Gas Company

Notes to Consolidated Financial Statements (Unaudited) - (Continued)

NOTE 9 — COMMITMENTS AND CONTINGENCIES

Environmental Matters

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 manufactured gas plant (MGP) sites. DTE Gas owns or previously owned, 14 former MGP sites. Investigations have revealed contamination related to the by-products of gas manufacturing at each site. Cleanup of two of the MGP sites is complete and the sites are closed. Partial or complete closure of four additional sites is being pursued in 2014. Cleanup activities associated with the remaining sites will be continued 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, the Company is also in the process of cleaning up other contaminated sites. As of June 30, 2014 and December 31, 2013, the Company had $23 million and $27 million accrued for remediation, respectively. 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 the Company’s financial position and cash flows. The Company anticipates the cost amortization methodology approved by the MPSC for DTE Gas, which allows DTE Gas to amortize the MGP costs over a ten-year period beginning with the year subsequent to the year the MGP costs were incurred, will prevent environmental costs from having a material adverse impact on the Company’s results of operations.

Guarantees

In certain limited circumstances, the Company enters into contractual guarantees. The Company may guarantee another entity’s obligation in the event it fails to perform. The Company may provide guarantees in certain indemnification agreements. Finally, the Company may provide indirect guarantees for the indebtedness of others.

Labor Contracts

There are several bargaining units for the Company's approximately 1,100 represented employees. The majority of the represented employees are under contracts that expire in 2017.

Purchase Commitments

As of June 30, 2014, the Company was party to numerous long-term purchase commitments relating to a variety of goods and services required for its business. These agreements primarily consist of long-term natural gas purchase and transportation agreements. The Company estimates that these commitments will be approximately $1 billion from 2014 through 2051.

DTE Gas also estimates that 2014 capital expenditures will be approximately $240 million. The Company has made certain commitments in connection with expected capital expenditures.

Bankruptcies

The Company purchases and sells natural gas and gas storage and transportation services from and to governmental entities and numerous companies operating in the steel, automotive, energy, retail, financial and other industries. Certain of its customers have filed for bankruptcy protection under the U.S. Bankruptcy Code. The Company regularly reviews contingent matters relating to these customers and its purchase and sale contracts and records provisions for amounts considered at risk of probable loss. The Company believes its accrued amounts are adequate for probable loss.

DTE Gas Company

Notes to Consolidated Financial Statements (Unaudited) - (Continued)

Other Contingencies

The Company is 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 Company cannot predict the final disposition of such proceedings. The Company regularly reviews legal matters and records provisions for claims that it can estimate and are considered probable of loss. The resolution of these pending proceedings is not expected to have a material effect on the Company's operations or financial statements in the periods they are resolved.

NOTE 10 — RETIREMENT BENEFITS AND TRUSTEED ASSETS

The following table details the components of net periodic benefit costs for pension benefits and other postretirement benefits:



	Pension Benefits						Other Postretirement Benefits
	2014			2013			2014			2013
	(In millions)
Three Months Ended June 30
Service cost	$	5		$	5		$	2		$	3
Interest cost	11			10			5			5
Expected return on plan assets	(18		)	(19		)	(8		)	(9		)
Amortization of:
Net actuarial loss	8			11			2			4
Prior service credit	—			—			(7		)	(8		)
Net periodic benefit cost (credit)	$	6		$	7		$	(6	)	$	(5	)



	Pension Benefits						Other Postretirement Benefits
	2014			2013			2014			2013
	(In millions)
Six Months Ended June 30
Service cost	$	9		$	10		$	4		$	7
Interest cost	22			20			10			10
Expected return on plan assets	(36		)	(38		)	(17		)	(18		)
Amortization of:
Net actuarial loss	16			23			3			7
Prior service credit	—			—			(15		)	(11		)
Net periodic benefit cost (credit)	$	11		$	15		$	(15	)	$	(5	)

Pension and Other Postretirement Contributions

At the discretion of management, and depending upon financial market conditions, the Company may make up to a $40 million contribution to its pension plans in 2014.

At the discretion of management, the Company may make up to a $25 million contribution to its other postretirement benefit plans in 2014.

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