10-Q 1 dteelectric930201310q.htm DTE ELECTRIC FORM 10-Q DTE Electric 9.30.2013 10Q


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended September 30, 2013

Commission file number 1-2198

The DTE Electric Company meets the conditions set forth in General Instruction H (1) (a) and (b) of Form 10-Q and is, therefore, filing this Form with the reduced disclosure format.
DTE ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)

Michigan
38-0478650
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
 
 
One Energy Plaza, Detroit, Michigan
48226-1279
(Address of principal executive offices)
(Zip Code)

313-235-4000
(Registrant's telephone number, including area code)

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 x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

Yes x No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
Accelerated filer o
Non-accelerated filer x
Smaller reporting company o 
 
 
(Do not check if a smaller reporting company)
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

All of the registrant's 138,632,324 outstanding shares of common stock are owned by DTE Energy Company.
 





DTE Electric Company

Quarterly Report on Form 10-Q
Quarter Ended September 30, 2013
Table of Contents
 
Page
Part I - Financial Information
Part II - Other Information
EX-4-281
EX-12-47
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EX-31-86
EX-32-85
EX-32-86
EX-101.INS XBRL INSTANCE DOCUMENT
EX-101.SCH XBRL TAXONOMY EXTENSION SCHEMA
EX-101.CAL XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
EX-101.DEF XBRL TAXONOMY EXTENSION DEFINITION DATABASE
EX-101.LAB XBRL TAXONOMY EXTENSION LABEL LINKBASE
EX-101.PRE XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE





DEFINITIONS
ASC
 
Accounting Standards Codification
 
 
 
ASU
 
Accounting Standards Update
 
 
 
Customer Choice
 
Michigan legislation giving customers the option to choose alternative suppliers for electricity.
 
 
 
DTE Electric
 
DTE Electric Company (a direct wholly owned subsidiary of DTE Energy) and subsidiary companies. Formerly known as The Detroit Edison Company.
 
 
 
DTE Energy
 
DTE Energy Company, directly or indirectly the parent of DTE Electric, DTE Gas Company and numerous non-utility subsidiaries
 
 
 
EPA
 
United States Environmental Protection Agency
 
 
 
FASB
 
Financial Accounting Standards Board
 
 
 
FERC
 
Federal Energy Regulatory Commission
 
 
 
FTRs
 
Financial transmission rights are financial instruments that entitle the holder to receive payments related to costs incurred for congestion on the transmission grid.
 
 
 
MCIT
 
Michigan Corporate Income Tax
 
 
 
MDEQ
 
Michigan Department of Environmental Quality
 
 
 
MISO
 
Midwest Independent System Operator is an Independent System Operator and the Regional Transmission Organization serving the Midwest United States and Manitoba, Canada.
 
 
 
MPSC
 
Michigan Public Service Commission
 
 
 
NRC
 
United States Nuclear Regulatory Commission
 
 
 
Production tax credits
 
Tax credits as authorized under Sections 45K and 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.
 
 
 
RDM
 
A Revenue Decoupling Mechanism authorized by the MPSC that is designed to minimize the impact on revenues of changes in average customer usage of electricity
 
 
 
Securitization
 
DTE Electric financed specific stranded costs at lower interest rates through the sale of rate reduction bonds by a wholly-owned special purpose entity, The Detroit Edison Securitization Funding LLC.
 
 
 
VIE
 
Variable Interest Entity
 
 
 
Units of Measurement
 
 
 
kWh
 
Kilowatthour of electricity
 
 
 
MW
 
Megawatt of electricity
 
 
 
MWh
 
Megawatthour of electricity

1




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 business of DTE Electric. Words such as "anticipate," "believe," "expect," "projected" 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 including, but not limited to, the following:

impact of regulation by the FERC, MPSC, NRC and 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;
impact of electric utility restructuring in Michigan, including legislative amendments and Customer Choice programs;
economic conditions and population changes in our geographic area resulting in changes in demand, customer conservation, thefts of electricity and high levels of uncollectible accounts receivable;
environmental issues, laws, regulations, and the increasing costs of remediation and compliance, including actual and potential new federal and state requirements;
health, safety, financial, environmental and regulatory risks associated with ownership and operation of nuclear facilities;
changes in the cost and availability of coal and other raw materials and purchased power;
the potential for losses on investments, including nuclear decommissioning 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;
the timing and extent of changes in interest rates;
the level of borrowings;
the potential for increased costs or delays in completion of significant construction 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 on operations and sales to customers, and purchases from suppliers;
unplanned outages;
the cost of protecting assets against, or damage due to, terrorism or cyber attacks;
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;
binding arbitration, litigation and related appeals; and
the risks discussed in our public filings with the Securities and Exchange Commission.
 
New factors emerge from time to time. We cannot predict what factors may arise or how such factors may cause our 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. We 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.



2



Part I - Financial Information

Item 1. Financial Statements


DTE Electric Company

Consolidated Statements of Operations (Unaudited)

 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
 
(In millions)
Operating Revenues
$
1,457

 
$
1,542

 
$
3,941

 
$
4,029

Operating Expenses
 
 
 
 
 
 
 
Fuel and purchased power
487

 
543

 
1,294

 
1,348

Operation and maintenance
335

 
337

 
1,009

 
1,026

Depreciation and amortization
233

 
219

 
666

 
607

Taxes other than income
67

 
65

 
200

 
193

Asset (gains) losses and reserves, net
(3
)
 

 
(3
)
 
(1
)
 
1,119

 
1,164

 
3,166

 
3,173

Operating Income
338

 
378

 
775

 
856

Other (Income) and Deductions
 
 
 
 
 
 
 
Interest expense
68

 
70

 
202

 
204

Other income
(14
)
 
(14
)
 
(38
)
 
(41
)
Other expenses
7

 
12

 
19

 
27

 
61

 
68

 
183

 
190

Income Before Income Taxes
277

 
310

 
592

 
666

Income Tax Expense
97

 
115

 
206

 
247

Net Income
$
180

 
$
195

 
$
386

 
$
419


See Notes to Consolidated Financial Statements (Unaudited)


3




DTE Electric Company

Consolidated Statements of Comprehensive Income (Unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(In millions)
Net income
$
180

 
$
195

 
$
386

 
$
419

Other comprehensive income:
 
 
 
 
 
 
 
Benefit obligations, net of taxes of $—, $—, $1 and $1
1

 

 
2

 
2

Comprehensive income
$
181

 
$
195

 
$
388

 
$
421


See Notes to Consolidated Financial Statements (Unaudited)

4





DTE Electric Company

Consolidated Statements of Cash Flows (Unaudited)

 
Nine Months Ended
 
September 30,
 
2013
 
2012
 
(In millions)
Operating Activities
 
 
 
Net income
$
386

 
$
419

Adjustments to reconcile net income to net cash from operating activities:
 
 
 
Depreciation and amortization
666

 
607

Nuclear fuel amortization
25

 
25

Allowance for equity funds used during construction
(10
)
 
(9
)
Deferred income taxes
104

 
(48
)
Asset (gains) losses and reserves, net
(3
)
 
(1
)
Changes in assets and liabilities:
 
 
 
Accounts receivable, net
(40
)
 
(13
)
Inventories
53

 
4

Accounts payable
15

 
(55
)
Regulatory assets and liabilities
302

 
280

Accrued pension liability — affiliates
(229
)
 
(43
)
Accrued postretirement liability — affiliates
(148
)
 
(91
)
Other assets
(42
)
 
(24
)
Other liabilities
(15
)
 
171

Net cash from operating activities
1,064

 
1,222

Investing Activities
 
 
 
Plant and equipment expenditures
(946
)
 
(855
)
Restricted cash for debt redemption, principally Securitization
58

 
57

Notes receivable from affiliate
(4
)
 
(252
)
Proceeds from sale of nuclear decommissioning trust fund assets
40

 
48

Investment in nuclear decommissioning trust funds
(52
)
 
(61
)
Other Investments
(21
)
 
(13
)
Net cash used for investing activities
(925
)
 
(1,076
)
Financing Activities
 
 
 
Issuance of long-term debt
768

 
496

Redemption of long-term debt
(491
)
 
(401
)
Short-term borrowings — other
(119
)
 

Short-term borrowings — affiliate
(25
)
 
1

Dividends on common stock
(257
)
 
(229
)
Other
(2
)
 
(3
)
Net cash used for financing activities
(126
)
 
(136
)
Net Increase in Cash and Cash Equivalents
13

 
10

Cash and Cash Equivalents at Beginning of the Period
30

 
13

Cash and Cash Equivalents at End of the Period
$
43

 
$
23

 
 
 
 
Supplemental Disclosure of Non-Cash Investing and Financing Activities
 
 
 
Plant and equipment expenditures in accounts payable
$
155

 
$
120


See Notes to Consolidated Financial Statements (Unaudited)


5




DTE Electric Company

Consolidated Statements of Financial Position (Unaudited)
 
September 30,
 
December 31,
 
2013
 
2012
 
(In millions)
ASSETS
Current Assets
 
 
 
Cash and cash equivalents
$
43

 
$
30

Restricted cash, principally Securitization
44

 
102

Accounts receivable (less allowance for doubtful accounts of $35 and $35, respectively)
 
 
 
Customer
766

 
697

Affiliates
1

 
5

Other
19

 
63

Inventories
 
 
 
Fuel
178

 
246

Materials and supplies
207

 
193

Notes receivable
2

 
2

Regulatory assets
42

 
162

Prepaid property taxes
89

 
43

Other
29

 
34

 
1,420

 
1,577

Investments
 
 
 
Nuclear decommissioning trust funds
1,139

 
1,037

Other
148

 
133

 
1,287

 
1,170

Property
 
 
 
Property, plant and equipment
18,479

 
17,689

Less accumulated depreciation and amortization
(6,971
)
 
(6,717
)
 
11,508

 
10,972

Other Assets
 
 
 
Regulatory assets
2,919

 
3,348

Securitized regulatory assets
280

 
413

Intangible assets
37

 
30

Notes receivable
6

 
3

Other
145

 
138

 
3,387

 
3,932

Total Assets
$
17,602

 
$
17,651


See Notes to Consolidated Financial Statements (Unaudited)

6




DTE Electric Company

Consolidated Statements of Financial Position (Unaudited) - (Continued)

 
September 30,
 
December 31,
 
2013
 
2012
 
(In millions, except shares)
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities
 
 
 
Accounts payable
 
 
 
Affiliates
$
89

 
$
65

Other
352

 
350

Accrued interest
69

 
61

Current portion long-term debt, including capital leases
501

 
443

Regulatory liabilities
192

 
66

Short-term borrowings
 
 
 
Affiliates
55

 
80

Other
11

 
130

Other
180

 
153

 
1,449

 
1,348

Long-Term Debt (net of current portion)
 
 
 
Mortgage bonds, notes and other
4,639

 
4,221

Securitization bonds
105

 
302

Capital lease obligations
1

 
1

 
4,745

 
4,524

Other Liabilities
 
 
 
Deferred income taxes
2,832

 
2,761

Regulatory liabilities
408

 
483

Asset retirement obligations
1,640

 
1,557

Unamortized investment tax credit
43

 
49

Nuclear decommissioning
172

 
159

Accrued pension liability  affiliates
1,138

 
1,368

Accrued postretirement liability  affiliates
638

 
996

Other
103

 
103

 
6,974

 
7,476

 
 
 
 
Commitments and Contingencies (Notes 6 and 9)
 
 
 
 
 
 
 
Shareholder’s Equity
 
 
 
Common stock, $10 par value, 400,000,000 shares authorized, and 138,632,324 shares issued and outstanding
3,196

 
3,196

Retained earnings
1,258

 
1,129

Accumulated other comprehensive income (loss)
(20
)
 
(22
)
 
4,434

 
4,303

Total Liabilities and Shareholder’s Equity
$
17,602

 
$
17,651


See Notes to Consolidated Financial Statements (Unaudited)


7




DTE Electric Company

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

 
 
 
 
 
Additional
 
 
 
Accumulated
Other
 
 
 
Common Stock
 
Paid-in
 
Retained
 
Comprehensive
 
 
 
Shares
 
Amount
 
Capital
 
Earnings
 
Loss
 
Total
 
(Dollars in millions, shares in thousands)
Balance, December 31, 2012
138,632

 
$
1,386

 
$
1,810

 
$
1,129

 
$
(22
)
 
$
4,303

Net income

 

 

 
386

 

 
386

Dividends declared on common stock

 

 

 
(257
)
 

 
(257
)
Benefit obligations, net of tax

 

 

 

 
2

 
2

Balance, September 30, 2013
138,632

 
$
1,386

 
$
1,810

 
$
1,258

 
$
(20
)
 
$
4,434


See Notes to Consolidated Financial Statements (Unaudited)


8




DTE Electric Company

Notes to Consolidated Financial Statements (Unaudited)

NOTE 1 — BASIS OF PRESENTATION

Corporate Structure

DTE Electric is an electric utility engaged in the generation, purchase, distribution and sale of electricity to approximately 2.1 million customers in southeastern Michigan. DTE Electric is regulated by the MPSC and the FERC. In addition, we are regulated by other federal and state regulatory agencies including the NRC, the EPA and the MDEQ.

References in this report to “we,” “us,” “our” or “Company” are to DTE Electric 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 2012 Annual Report on Form 10-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, 2013.

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.

The Company evaluates whether an entity is a VIE whenever reconsideration events occur. The Company consolidates VIEs for which it is the primary beneficiary. If the Company 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, the Company 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 Company performs ongoing reassessments of all VIEs to determine if the primary beneficiary status has changed.

The Company has variable interests in VIEs through certain of its long-term purchase contracts. As of September 30, 2013, the carrying amount of assets and liabilities in the Consolidated Statements of Financial Position that relate to its variable interests under long-term purchase contracts are predominately related to working capital accounts and generally represent the amounts owed by the Company for the deliveries associated with the current billing cycle under the contracts. The Company has not provided any form of financial support associated with these long-term contracts. There is no significant potential exposure to loss as a result of its variable interests through these long-term purchase contracts.


9

DTE Electric Company

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


In 2001, DTE Electric financed a regulatory asset related to Fermi 2 and certain other regulatory assets through the sale of rate reduction bonds by a wholly-owned special purpose entity, Securitization. DTE Electric performs servicing activities including billing and collecting surcharge revenue for Securitization. This entity is a VIE and is consolidated by the Company. The maximum risk exposure related to Securitization is reflected on the Company’s Consolidated Statements of Financial Position.

The following table summarizes the major balance sheet items as of September 30, 2013 and December 31, 2012 restricted for Securitization that are either (1) assets that can be used only to settle obligations related to the Securitization or (2) liabilities for which creditors do not have recourse to the general credit of the primary beneficiary.

 
September 30,
 
December 31,
 
2013
 
2012
 
(In millions)
ASSETS
 
 
 
Restricted cash
$
44

 
$
102

Accounts receivable
39

 
34

Securitized regulatory assets
280

 
413

Other assets
5

 
7

 
$
368

 
$
556

 
 
 
 
LIABILITIES
 
 
 
Accounts payable and accrued current liabilities
$
2

 
$
11

Current portion long-term debt, including capital leases
196

 
177

Current regulatory liabilities
48

 
50

Securitization bonds
105

 
302

Other long-term liabilities
8

 
7

 
$
359

 
$
547


As of September 30, 2013 DTE Electric had no balance in Notes receivable, related to non-consolidated VIEs and at December 31, 2012 the Company had $3 million in Notes receivable, related to non-consolidated VIEs.


NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Comprehensive Income

Comprehensive income is the change in common shareholder’s equity during a period from transactions and events from non-owner sources, including net income. As shown in the following tables, amounts recorded to accumulated other comprehensive loss for the three and nine months ended September 30, 2013 reflected changes in benefit obligations.
 
Changes in Accumulated Other Comprehensive Loss by Component (a)
 
Three Months Ended September 30, 2013
 
Benefit Obligations (b)
 
Total
 
(In millions)
Beginning balance, June 30, 2013
$
(21
)
 
$
(21
)
Other comprehensive income before reclassifications

 

Amounts reclassified from accumulated other comprehensive income
1

 
1

Net current-period other comprehensive income
1

 
1

Ending balance, September 30, 2013
$
(20
)
 
$
(20
)

10

DTE Electric Company

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


 
Changes in Accumulated Other Comprehensive Loss by Component (a)
 
Nine Months Ended September 30, 2013
 
Benefit Obligations (b)
 
Total
 
(In millions)
Beginning balance, December 31, 2012
$
(22
)
 
$
(22
)
Other comprehensive income before reclassifications

 

Amounts reclassified from accumulated other comprehensive income
2

 
2

Net current-period other comprehensive income
2

 
2

Ending balance, September 30, 2013
$
(20
)
 
$
(20
)
_______________________________________
(a) All amounts are net of tax.
(b) The amounts reclassified from accumulated other comprehensive income are included in the computation of the net periodic pension cost (see Retirement Benefits and Trusteed Assets Note 10).

Intangible Assets

The Company has certain intangible assets relating to emission allowances and renewable energy credits as shown below:

 
September 30,
 
December 31,
 
2013
 
2012
 
(In millions)
Emission allowances
$
3

 
$
6

Renewable energy credits
48

 
44

 
51

 
50

Less current intangible assets
14

 
20

 
$
37

 
$
30


Emission allowances and renewable energy credits are charged to expense, using average cost, as the allowances and credits are consumed in the operation of the business.

Income Taxes

The Company's effective tax rate from continuing operations for the three months ended September 30, 2013 was 35 percent as compared to 37 percent for the three months ended September 30, 2012. The Company's effective tax rate from continuing operations for the nine months ended September 30, 2013 was 35 percent as compared to 37 percent for the nine months ended September 30, 2012. The decrease in the effective tax rate in 2013 is due primarily to higher production tax credits. DTE Electric had an income tax payable of $34 million at September 30, 2013 and $13 million at December 31, 2012 due to DTE Energy.

The Company had $3 million of unrecognized tax benefits at September 30, 2013, that, if recognized, would favorably impact its effective tax rate. The Company does not anticipate any material changes to the unrecognized tax benefits in the next twelve months.

Stock-Based Compensation

The Company received an allocation of costs from DTE Energy associated with stock-based compensation of $10 million and $12 million for the three months ended September 30, 2013 and September 30, 2012, respectively, while such allocation was $43 million and $32 million for the nine months ended September 30, 2013 and September 30, 2012, respectively.



11

DTE Electric Company

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



NOTE 3 — 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 September 30, 2013 and December 31, 2012. 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.

The following table presents assets measured and recorded at fair value on a recurring basis as of September 30, 2013 and December 31, 2012:
 
September 30, 2013
 
December 31, 2012
 
Level 1
 
Level 2
 
Level 3
 
Net Balance
 
Level 1
 
Level 2
 
Level 3
 
Net Balance
 
(In millions)
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash equivalents (a)
$

 
$
61

 
$

 
$
61

 
$

 
$
116

 
$

 
$
116

Nuclear decommissioning trusts
757

 
382

 

 
1,139

 
694

 
343

 

 
1,037

Other investments (b)
74

 
48

 

 
122

 
64

 
44

 

 
108

Derivative assets — FTRs

 

 
5

 
5

 

 

 
1

 
1

Total
$
831

 
$
491

 
$
5

 
$
1,327

 
$
758

 
$
503

 
$
1

 
$
1,262

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current
$

 
$
61

 
$
5

 
$
66

 
$

 
$
116

 
$
1

 
$
117

Noncurrent
831

 
430

 

 
1,261

 
758

 
387

 

 
1,145

Total Assets
$
831

 
$
491

 
$
5

 
$
1,327

 
$
758

 
$
503

 
$
1

 
$
1,262

_______________________________________
(a)
At September 30, 2013, available-for-sale securities of $61 million, included $44 million and $17 million of cash equivalents included in Restricted cash and Other investments, respectively, on the Consolidated Statements of Financial Position. At December 31, 2012, available-for-sale securities of $116 million, included $102 million and $14 million of cash equivalents included in Restricted cash and Other investments, respectively, on the Consolidated Statements of Financial Position.
(b)
Available-for-sale equity securities at September 30, 2013 and December 31, 2012 of $6 million and $5 million, respectively, are included in Other investments on the Consolidated Statements of Financial Position.


12

DTE Electric Company

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


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. The fair values of the shares in these investments are based upon observable market prices for similar securities and, therefore, have been categorized as Level 2 in the fair value hierarchy.

Nuclear Decommissioning Trusts and Other Investments

The nuclear decommissioning trusts and other investments hold debt and equity securities directly and indirectly through institutional mutual funds. Exchange-traded debt and equity securities held directly are valued using quoted market prices in actively traded markets. The institutional mutual funds which hold exchange-traded equity or debt securities are valued based on the underlying securities, using quoted prices in actively traded markets. Non-exchange-traded fixed income securities are valued based upon quotations available from brokers or pricing services. 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 price source of a given security if the trustee determines that another price source is considered to be preferable. The Company has obtained an understanding of how these prices are derived, including the nature and observability of the inputs used in deriving such prices. Additionally, the Company selectively corroborates the fair value of securities by comparison of market-based price sources. Investment policies and procedures are determined by the Company's Trust Investments Department which reports to the Company's Vice President and Treasurer.

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 Company considers 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 Company monitors 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 Company has obtained an understanding of how these prices are derived. Additionally, the Company selectively corroborates the fair value of its 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 Company has 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 our forward price curves has been assigned to our Risk Management Department, which is separate and distinct from the trading functions within the Company.

The following table presents the fair value reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basis for the three and nine months ended September 30, 2013 and 2012:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2013
 
2012
 
2013
 
2012
 
(In millions)
Net Assets as of beginning of the period
$
2

 
$
2

 
$
1

 
$
1

Change in fair value recorded in regulatory assets/liabilities
3

 
7

 
7

 
12

Purchases, issuances and settlements:
 
 
 
 
 
 
 
Settlements

 
(7
)
 
(3
)
 
(11
)
Net Assets as of September 30
$
5

 
$
2

 
$
5

 
$
2

The amount of total gains (losses) included in regulatory assets and liabilities attributed to the change in unrealized gains (losses) related to assets and liabilities held at September 30, 2013 and September 30, 2012
$
3

 
$
1

 
$
5

 
$
2


No transfers between Levels 1, 2 or 3 occurred in the three and nine months ended September 30, 2013 and September 30, 2012.

13

DTE Electric 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 September 30, 2013 and December 31, 2012:
 
September 30, 2013
 
December 31, 2012
 
Carrying
 
Fair Value
 
Carrying
 
Fair Value
 
Amount
 
Level 1
 
Level 2
 
Level 3
 
Amount
 
Level 1
 
Level 2
 
Level 3
 
(In millions)
Notes receivable, excluding capital leases
$
8

 
$

 
$

 
$
8

 
$
5

 
$

 
$

 
$
5

Short-term borrowings — affiliates
55

 

 

 
55

 
80

 

 

 
80

Short-term borrowings — other
11

 

 
11

 

 
130

 

 
130

 

Long-term debt
5,245

 

 
5,163

 
426

 
4,963

 

 
5,021

 
620


Nuclear Decommissioning Trust Funds

DTE Electric has a legal obligation to decommission its nuclear power plants following the expiration of their operating licenses. This obligation is reflected as an asset retirement obligation on the 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. DTE Electric is continuing to fund FERC jurisdictional amounts for decommissioning even though explicit provisions are not included in FERC rates.

The following table summarizes the fair value of the nuclear decommissioning trust fund assets:
 
September 30,
 
December 31,
 
2013
 
2012
 
(In millions)
Fermi 2
$
1,120

 
$
1,021

Fermi 1
3

 
3

Low-level radioactive waste
16

 
13

Total
$
1,139

 
$
1,037


The costs of securities sold are determined on the basis of specific identification. The following table sets forth the gains and losses and proceeds from the sale of securities by the nuclear decommissioning trust funds:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2013
 
2012
 
2013
 
2012
 
(In millions)
Realized gains
$
11

 
$
7

 
$
30

 
$
21

Realized losses
(11
)
 
(6
)
 
(25
)
 
(17
)
Proceeds from sales of securities
13

 
12

 
40

 
48



14

DTE Electric Company

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


Realized gains and losses from the sale of securities for the Fermi 2 and the low-level radioactive waste funds are recorded to the Regulatory asset and Nuclear decommissioning liability. The following table sets forth the fair value and unrealized gains for the nuclear decommissioning trust funds:
 
September 30, 2013
 
December 31, 2012
 
Fair
 
Unrealized
 
Fair
 
Unrealized
 
Value
 
Gains
 
Value
 
Gains
 
(In millions)
Equity securities
$
732

 
$
195

 
$
631

 
$
122

Debt securities
395

 
17

 
399

 
27

Cash and cash equivalents
12

 

 
7

 

 
$
1,139

 
$
212

 
$
1,037

 
$
149


The debt securities at both September 30, 2013 and December 31, 2012 had an average maturity of approximately 7 and 6 years, respectively. Securities held in the nuclear decommissioning trust funds are classified as available-for-sale. As DTE Electric does not have the ability to hold impaired investments for a period of time sufficient to allow for the anticipated recovery of market value, all unrealized losses are considered to be other-than-temporary impairments.

Unrealized losses incurred by the Fermi 2 trust are recognized as a Regulatory asset. DTE Electric recognized $38 million and $44 million of unrealized losses as Regulatory assets at September 30, 2013 and December 31, 2012, respectively. Since the decommissioning of Fermi 1 is funded by DTE Electric rather than through a regulatory recovery mechanism, there is no corresponding regulatory asset treatment. Therefore, unrealized losses incurred by the Fermi 1 trust are recognized in earnings immediately. There were no unrealized losses recognized in the three and nine months ended September 30, 2013 and September 30, 2012 for Fermi 1.

Other Securities

At September 30, 2013 and December 31, 2012, the securities were comprised primarily of money market and equity securities. During the quarter ended September 30, 2013 and the year ended December 31, 2012 no amounts of unrealized losses on available-for-sale securities were reclassified out of other comprehensive income and realized into net income for the periods. Gains related to trading securities held at September 30, 2013 and September 30, 2012 were $12 million and $9 million, respectively.


NOTE 4 — 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. The Company uses derivative instruments to manage some of the exposure. DTE Electric generates, purchases, distributes and sells electricity. DTE Electric uses forward energy contracts to manage changes in the price of electricity and fuel. Substantially all of these contracts meet the normal purchases and sales exemption and are therefore accounted for under the accrual method. Other derivative contracts are recoverable through the PSCR mechanism when settled. This results in the deferral of unrealized gains and losses as Regulatory assets or liabilities until realized.


15

DTE Electric Company

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


The following table presents the fair value of derivative instruments as of September 30, 2013 and December 31, 2012:
 
September 30,
 
December 31,
 
2013
 
2012
 
(In millions)
FTRs — Other current assets
$
5

 
$
1

Total derivatives not designated as hedging instrument
$
5

 
$
1


The effects of derivative instruments recoverable through the PSCR mechanism when realized on the Consolidated Statements of Financial Position were $3 million and $7 million in gains related to FTRs recognized in Regulatory liabilities for the three and nine months ended September 30, 2013, respectively.

The following represents the cumulative gross volume of derivative contracts outstanding as of September 30, 2013:
Commodity
Number of Units
FTRs (MWh)
72,875



NOTE 5 — ASSET RETIREMENT OBLIGATIONS

A reconciliation of the asset retirement obligations for the nine months ended September 30, 2013 follows:
 
(In millions)
Asset retirement obligations at December 31, 2012
$
1,557

Accretion
72

Revision in estimated cash flows
13

   Liabilities settled
(2
)
Asset retirement obligations at September 30, 2013
$
1,640



NOTE 6 — REGULATORY MATTERS

Transition of the City of Detroit's Public Lighting Department's (PLD) Customers to DTE Electric's Distribution System

Accounting Authority

On June 28, 2013, DTE Electric filed an application for accounting authority to defer certain costs associated with the transition of the City of Detroit's PLD customers to the DTE Electric distribution system over a five to seven year system conversion period. The Company requested authority to defer as a regulatory asset, all net incremental revenue requirement associated with the transition. The net incremental revenue requirement includes costs to install meters and attach customers; system and customer facility upgrades and repairs; and the difference between DTE Electric's tariff rates and any transitional rates approved in the future. On July 11, 2013, the MPSC approved DTE Electric's request to defer, for accounting purposes, the net incremental revenue requirement.
The approval excludes the request to defer the difference between DTE Electric's tariff rates and any transitional rates that might be approved by the MPSC in the future. The MPSC will address proposed rates and recovery matters in a future contested proceeding. As the accounting order did not provide a regulatory recovery mechanism, a regulatory asset will not be recognized until a regulatory recovery mechanism is put into place and the recovery of the regulatory asset becomes probable.
Transitional Reconciliation Mechanism (TRM)
On July 19, 2013, DTE Electric filed its TRM application proposing a transitional tariff option for certain former PLD customers and a modified line extension provision. The application also proposes a recovery mechanism for the deferred incremental revenue requirement described above. The application further discusses that DTE Electric will be requesting recovery, in subsequent PSCR cases, of PLD transmission delivery service costs incurred while DTE Electric is temporarily relying upon PLD to operate and maintain PLD's system during the conversion period. If the MPSC determines that the transmission costs are not recoverable in the PSCR, the Company requested recovery as part of the TRM.

16

DTE Electric Company

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


2009 Electric Rate Case Filing - Court of Appeals Remand to MPSC

In April 2012, the Michigan Court of Appeals (COA) issued a decision relating to an appeal of the January 2010 MPSC rate order in DTE Electric's January 2009 rate case filing. The COA found that the record of evidence in the January 2010 rate order was insufficient to support the MPSC's authorization to recover costs for the advanced metering infrastructure (AMI) program and remanded this matter to the MPSC. On October 17, 2013, the MPSC issued an order affirming the approximately $8 million rate increase authorized in the MPSC's January 2010 rate order for the AMI program and further concluded that the evidence presented after remand supports the authorized cost recovery.

2010 Electric Rate Case Filing - Court of Appeals Decision

In July 2013, the COA issued a decision relating to an appeal of the October 2011 MPSC order in DTE Electric's October 2010 rate case filing. The COA found that the record of evidence in the 2010 rate case order was insufficient to support the MPSC's authorization to recover costs for the AMI program and remanded this matter to the MPSC. The MPSC had approved $55 million of the average rate base related to the AMI program in the October 2011 order. DTE Electric is currently operating its AMI program pursuant to the MPSC's approval set forth in its October 20, 2011 order. On August 29, 2013, the MPSC reopened the 2010 electric rate case for the limited purpose of addressing the COA's opinion on AMI. The Company is unable to predict the outcome of this matter or the timing of its resolution.
Power Supply Cost Recovery Proceedings
The PSCR process is designed to allow DTE Electric to recover all of its power supply costs if incurred under reasonable and prudent policies and practices. DTE Electric's power supply costs include fuel and related transportation costs, purchased and net interchange power costs, nitrogen oxide and sulfur dioxide emission allowances costs, urea costs, transmission costs and MISO costs. The MPSC reviews these costs, policies and practices for prudence in annual plan and reconciliation filings.
2012 PSCR Year - In March 2013, DTE Electric filed the 2012 PSCR reconciliation calculating a net under-recovery of approximately $87 million that includes an under-recovery of approximately $148 million for the 2011 PSCR year. The reconciliation includes approximately $30 million of purchased power costs related to the manual shutdown of our Fermi 2 nuclear power plant in June 2012 caused by the failure of one of the plant's two non-safety related feed-water pumps. The plant was restarted on July 30, 2012 which restored production to nominal 68% of full capacity. In September 2013, the repair to the plant was completed and production was returned to full capacity. We were able to purchase sufficient power from MISO to continue to provide uninterrupted service to our customers. Certain intervenors in the reconciliation case have challenged the recovery of some or all of the Fermi-related purchased power costs. Resolution of this matter is expected in 2014.
Low Income Energy Assistance Fund (LIEAF)

On July 1, 2013, Michigan Public Act 95 was signed into law and created the LIEAF. The legislation allows the use of a LIEAF funding factor to be determined by the MPSC and assessed on all customer classes of Michigan electric utilities to fund the LIEAF. On July 29, 2013, the MPSC adopted a funding factor of $0.99 per meter per month for all Michigan electric utilities that are participating in the program, including DTE Electric, effective with the September 2013 billing month. The surcharge billed by DTE Electric is remitted to the State of Michigan for subsequent distribution through a grant process to social service agencies and utilities to assist low income customers.

NOTE 7 — LONG-TERM DEBT

Debt Issuances

In 2013, the following debt was issued:
Month
 
Type
 
Interest Rate
 
Maturity
 
Amount
 
 
 
 
 
 
 
 
(In millions)
March
 
Mortgage Bonds (a)
 
4.00%
 
2043
 
$
375

August
 
Mortgage Bonds (a)
 
3.65%
 
2024
 
400

 
 
 
 
 
 
 
 
$
775

_______________________________________
(a)
Proceeds were used for the redemption of DTE Electric long-term debt, for the repayment of short-term borrowings, and for general corporate purposes.


17

DTE Electric Company

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


Debt Redemptions

In 2013, the following debt was redeemed:
Month
 
Type
 
Interest Rate
 
Maturity
 
Amount
 
 
 
 
 
 
 
 
(In millions)
March
 
Securitization Bonds
 
6.42%
 
2013
 
$
88

March
 
Tax Exempt Revenue Bonds (a)
 
5.30%
 
2030
 
51

April
 
Other Long-Term Debt
 
Various
 
2013
 
13

September
 
Securitization Bonds
 
6.62%
 
2015
 
89

September
 
Senior Notes
 
6.40%
 
2013
 
250

 
 
 
 
 
 
 
 
$
491

_____________________________
(a)
DTE Electric Tax Exempt Revenue Bonds are issued by a public body that loans the proceeds to DTE Electric on terms substantially mirroring the Revenue Bonds.


NOTE 8 — SHORT-TERM CREDIT ARRANGEMENTS AND BORROWINGS

DTE Electric 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 September 30, 2013, there was $11 million outstanding against the facility, while there was $130 million outstanding against the facility at December 31, 2012.

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 and nonrecourse and junior subordinated 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 September 30, 2013, the total funded debt to total capitalization ratio for DTE Electric was 0.53 to 1 and is in compliance with this financial covenant.


NOTE 9 — COMMITMENTS AND CONTINGENCIES

Environmental

Air  DTE Electric is subject to the EPA ozone and fine particulate transport and acid rain regulations that limit power plant emissions of sulfur dioxide and nitrogen oxides. Since 2005, the EPA and the State of Michigan have issued additional emission reduction regulations relating to ozone, fine particulate, regional haze, mercury, and other air pollution. These rules have led to additional controls on fossil-fueled power plants to reduce nitrogen oxide, sulfur dioxide, mercury and other emissions. To comply with these requirements, DTE Electric has spent approximately $1.9 billion through 2012. The Company estimates DTE Electric will make capital expenditures of approximately $190 million in 2013 and up to approximately $1.8 billion of additional capital expenditures through 2021 based on current regulations. Further, additional rulemakings are expected over the next few years which could require additional controls for sulfur dioxide, nitrogen oxides and hazardous air pollutants. The Cross State Air Pollution Rule (CSAPR), finalized in July 2011, required further reductions of sulfur dioxide and nitrogen oxides emissions beginning in 2012. On December 30, 2011, the U.S. Court of Appeals for the District of Columbia (D.C.) Circuit granted the motions to stay the rule, leaving DTE Electric temporarily subject to the previously existing Clean Air Interstate Rule (CAIR). On August 21, 2012, the Court issued its decision, vacating CSAPR and leaving CAIR in place. The EPA's petition seeking a rehearing of the U.S. Court of Appeals' decision regarding the CSAPR was denied on January 24, 2013. On June 24, 2013, the U.S. Supreme Court granted EPA's petition asking the Court to review the D.C. Circuit Court's decision on CSAPR. A ruling by the Supreme Court is not expected before 2014. Notwithstanding the appeal filed with the Supreme Court, the EPA and a number of states have started working on the framework of revised CSAPR regulations which we anticipate to be proposed in the next few years.


18

DTE Electric Company

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


The Mercury and Air Toxics Standard (MATS) rule, formerly known as the Electric Generating Unit Maximum Achievable Control Technology (EGU MACT) Rule was finalized on December 16, 2011. The MATS rule requires reductions of mercury and other hazardous air pollutants beginning in April 2015, with a potential extension to April 2016. DTE Electric has requested and been granted compliance date extensions for some units to April 2016. DTE Electric has tested technologies to determine technological and economic feasibility as MATS compliance alternatives to Flue Gas Desulfurization (FGD) systems. Implementation of Dry Sorbent Injection (DSI) and Activated Carbon Injection (ACI) technologies will allow several units that would not have been economical for FGD installations to continue operation in compliance with MATS.

In July 2009, DTE Energy received a Notice of Violation/Finding of Violation (NOV/FOV) from the EPA alleging, among other things, that five DTE Electric power plants violated New Source Performance standards, Prevention of Significant Deterioration requirements, and operating permit requirements under the Clean Air Act. In June 2010, the EPA issued a NOV/FOV making similar allegations related to a project and outage at Unit 2 of the Monroe Power Plant. In March 2013, DTE Energy received a supplemental NOV from the EPA relating to the July 2009 NOV/FOV. The supplemental NOV alleged additional violations relating to the New Source Review provisions under the Clean Air Act, among other things.

In August 2010, the U.S. Department of Justice, at the request of the EPA, brought a civil suit in the U.S. District Court for the Eastern District of Michigan against DTE Energy and DTE Electric, related to the June 2010 NOV/FOV and the outage work performed at Unit 2 of the Monroe Power Plant, but not relating to the July 2009 NOV/FOV. Among other relief, the EPA requested the court to require DTE Electric to install and operate the best available control technology at Unit 2 of the Monroe Power Plant. Further, the EPA requested the court to issue a preliminary injunction to require DTE Electric to (i) begin the process of obtaining the necessary permits for the Monroe Unit 2 modification and (ii) offset the pollution from Monroe Unit 2 through emissions reductions from DTE Electric's fleet of coal-fired power plants until the new control equipment is operating. On August 23, 2011, the U.S. District Court judge granted DTE Energy's motion for summary judgment in the civil case, dismissing the case and entering judgment in favor of DTE Energy and DTE Electric. On October 20, 2011, the EPA caused to be filed a Notice of Appeal to the U.S. Court of Appeals for the Sixth Circuit. On March 28, 2013, the Court of Appeals remanded the case to the U.S. District Court for review of the procedural component of the New Source Review notification requirements. On September 3, 2013, the EPA caused to be filed a motion seeking leave to amend their complaint regarding the June 2010 NOV/FOV adding additional claims related to outage work performed at the Trenton Channel and Belle River power plants as well as additional claims related to work performed at the Monroe Power Plant. In addition, the Sierra Club caused to be filed a motion to add a claim regarding the River Rouge Power Plant. The EPA and Sierra Club motions are currently pending with the U. S. District Court Judge.

DTE Electric believes that the plants identified by the EPA, including Unit 2 of the Monroe Power Plant, have complied with all applicable federal environmental regulations. Depending upon the outcome of discussions with the EPA regarding the two NOVs/FOVs, DTE Electric could be required to install additional pollution control equipment at some or all of the power plants in question, implement early retirement of facilities where control equipment is not economical, engage in supplemental environmental programs, and/or pay fines. The Company cannot predict the financial impact or outcome of this matter, or the timing of its resolution.

On March 13, 2013, the Sierra Club filed suit against DTE Electric alleging violations of the Clean Air Act at four of DTE Electric's coal-fired power plants. The plaintiffs allege 1,499 6-minute periods of excess opacity of air emissions from 2007-2012 at those facilities. The suit asks that the court enjoin the Company from operating the power plants except in complete compliance with applicable laws and permit requirements, pay civil penalties, conduct beneficial environmental mitigation projects, pay attorney fees and require the installation of any necessary pollution controls or to convert and/or operate the plants' boilers on natural gas to avoid additional violations and to off-set historic unlawful emissions. The resolution of this matter is not expected to have a material effect on the Company's operations or financial statements.

Water  In response to an EPA regulation, DTE Electric would be required to examine alternatives for reducing the environmental impacts of the cooling water intake structures at several of its facilities. Based on the results of completed studies and expected future studies, DTE Electric may be required to install technologies to reduce the impacts of the water intake structures. The initial rule published in 2004 was subsequently remanded and a proposed rule published in 2011. The proposed rule specified an eight year compliance timeline. In July 2012, the EPA announced that a notice of its final action on the rule will be issued in June 2013. On June 27, 2013, the EPA announced an agreement to extend the deadline for issuance of the final rule until November 4, 2013. On April 19, 2013, the EPA proposed revised steam electric effluent guidelines regulating wastewater streams from coal-fired power plants including multiple possible options for compliance. The rules are expected to be finalized by May 2014. DTE Electric has provided comments to the EPA. However, it is not possible at this time to quantify the impacts of these developing requirements.

19

DTE Electric Company

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



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 Electric conducted remedial investigations at contaminated sites, including three former MGP sites. The investigations have revealed contamination related to the by-products of gas manufacturing at each site. In addition to the MGP sites, the Company 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 aboveground 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, 2013 and at December 31, 2012, the Company had $9 million accrued for remediation. 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 believes that the likelihood of a materially greater liability than the accrued amount is remote based on current knowledge of the conditions at each site.

DTE Electric owns and operates a permitted engineered ash storage facility at the Monroe Power Plant to dispose of fly ash from the coal fired power plant. The EPA has published proposed rules to regulate coal ash under the authority of the Resources Conservation and Recovery Act (RCRA). The proposed rule published in June 2010 contains two primary regulatory options to regulate coal ash residue. The EPA is currently considering either designating coal ash as a “Hazardous Waste” as defined by RCRA or regulating coal ash as non-hazardous waste under RCRA. Agencies and legislatures have urged the EPA to regulate coal ash as a non-hazardous waste. If the EPA designates coal ash as a hazardous waste, the agency could apply some, or all, of the disposal and reuse standards that have been applied to other existing hazardous wastes to disposal and reuse of coal ash. Some of the regulatory actions currently being contemplated could have a significant impact on our operations and financial position and the rates we charge our customers. It is not possible to quantify the impact of those expected rulemakings at this time.

Other

In March 2011, the EPA finalized a new set of regulations regarding the identification of non-hazardous secondary materials that are considered solid waste, industrial boiler and process heater maximum achievable control technologies (IBMACT) for major and area sources, and commercial/industrial solid waste incinerator new source performance standard and emission guidelines (CISWI). The effective dates of the major source IBMACT and CISWI regulations were stayed and a re-proposal was issued by the EPA in December 2011. Final IBMACT and CISWI were issued by the EPA in December 2012. The Company is developing compliance plans to upgrade or convert existing industrial boilers to natural gas and to perform required energy assessments in compliance with the applicable new standards. Capital costs for the boiler conversions and the expenses for the one-time energy assessments are not expected to be material.

In 2010, the EPA finalized a new 1-hour sulfur dioxide ambient air quality standard that requires states to submit plans for non-attainment areas to be in compliance by 2017. Michigan's non-attainment area includes DTE Electric facilities in southwest Detroit and areas of Wayne County. Preliminary modeling runs by the MDEQ suggest that emission reductions may be required by significant sources of sulfur dioxide emissions in these areas, including DTE Electric power plants. The state implementation plan process is in the information gathering stage and any required emission reductions for DTE Electric sources to meet the standard cannot be estimated currently.

Nuclear Operations

Property Insurance

DTE Electric maintains property insurance policies specifically for the Fermi 2 plant. These policies cover such items as replacement power and property damage. The Nuclear Electric Insurance Limited (NEIL) is the primary supplier of the insurance policies.

DTE Electric maintains a policy for extra expenses, including replacement power costs necessitated by Fermi 2's unavailability due to an insured event. This policy has a 12-week waiting period and provides an aggregate $490 million of coverage over a three-year period.


20

DTE Electric Company

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


DTE Electric has $500 million in primary coverage and $2.25 billion of excess coverage for stabilization, decontamination, debris removal, repair and/or replacement of property and decommissioning. The combined coverage limit for total property damage is $2.75 billion, subject to a $1 million deductible. As of April 1, 2013, the total limit for property damage for non-nuclear events is $1.8 billion and an aggregate of $327 million of coverage for extra expenses over a two-year period.

In 2007, the Terrorism Risk Insurance Extension Act of 2005 (TRIA) was extended through December 31, 2014. A major change in the extension is the inclusion of “domestic” acts of terrorism in the definition of covered or “certified” acts. For multiple terrorism losses caused by acts of terrorism not covered under the TRIA occurring within one year after the first loss from terrorism, the NEIL policies would make available to all insured entities up to $3.2 billion, plus any amounts recovered from reinsurance, government indemnity, or other sources to cover losses.

Under the NEIL policies, DTE Electric could be liable for maximum assessments of up to approximately $34 million per event if the loss associated with any one event at any insured nuclear plant should exceed the accumulated funds available to NEIL.

Public Liability Insurance

As required by federal law, DTE Electric maintains $375 million of public liability insurance for a nuclear incident. For liabilities arising from a terrorist act outside the scope of TRIA, the policy is subject to one industry aggregate limit of $300 million. Further, under the Price-Anderson Amendments Act of 2005, deferred premium charges up to $127.3 million could be levied against each licensed nuclear facility, but not more than $19 million per year per facility. Thus, deferred premium charges could be levied against all owners of licensed nuclear facilities in the event of a nuclear incident at any of these facilities.

Nuclear Fuel Disposal Costs

In accordance with the Federal Nuclear Waste Policy Act of 1982, DTE Electric has a contract with the U.S. Department of Energy (DOE) for the future storage and disposal of spent nuclear fuel from Fermi 2. DTE Electric is obligated to pay the DOE a fee of 1 mill per kWh of Fermi 2 electricity generated and sold. The fee is a component of nuclear fuel expense. The DOE's Yucca Mountain Nuclear Waste Repository program for the acceptance and disposal of spent nuclear fuel was terminated in 2011. DTE Electric currently employs a spent nuclear fuel storage strategy utilizing a fuel pool. The Company continues to develop its on-site dry cask storage facility and anticipates initial offload from the spent fuel pool in 2014. The dry cask storage facility is expected to provide sufficient spent fuel storage capability for the life of the plant as defined by the original operating license.

DTE Electric is a party in the litigation against the DOE for both past and future costs associated with the DOE's failure to accept spent nuclear fuel under the timetable set forth in the Federal Nuclear Waste Policy Act of 1982. In July 2012, DTE Electric executed a settlement agreement with the federal government for costs associated with the DOE's delay in acceptance of spent nuclear fuel from Fermi 2 for permanent storage. The settlement provided for a payment of approximately $48 million, received in August 2012, for delay-related costs experienced by DTE Electric through 2010, and a claims process for submittal of delay-related costs from 2011 through 2013. DTE Electric has begun the claims process and all claims submitted have been accepted. The settlement proceeds reduced the cost of the dry cask storage facility assets. In February 2013, the U.S. Court of Appeals for the District of Columbia granted a motion to reopen the fee adequacy litigation to review the DOE's latest fee adequacy report which was released in January 2013. DTE Electric will continue to pay fees to the U.S. government's nuclear waste fund pending further action by the D.C. Circuit. The federal government continues to maintain its legal obligation to accept spent nuclear fuel from Fermi 2 for permanent storage. Issues relating to long-term waste disposal policy and to the disposition of funds contributed by DTE Electric ratepayers to the federal waste fund await future governmental action.

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.


21

DTE Electric Company

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


Labor Contracts

Our contract with a bargaining unit for the majority of our represented employees was due to expire in June 2013. Early negotiations resulted in a new contract that became effective in March 2013. The new contract will expire in June 2017.

Purchase Commitments

As of September 30, 2013, the Company was party to numerous long-term purchase commitments relating to a variety of goods and services required for the Company’s business. These agreements primarily consist of fuel supply commitments, renewable energy contracts and energy trading contracts. The Company estimates that these commitments will be approximately $2.6 billion from 2013 through 2034.

The Company also estimates that 2013 capital expenditures will be approximately $1.5 billion. The Company has made certain commitments in connection with expected capital expenditures.

Bankruptcies

The Company purchases and sells electricity from and to governmental entities and numerous companies operating in the steel, automotive, energy, retail 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.

The Company provides services to the city of Detroit, Michigan (Detroit). Detroit filed for Chapter 9 bankruptcy protection on July 18, 2013. The Company had pre-petition accounts receivable of approximately $20 million outstanding as of the bankruptcy filing date. Detroit has been paying amounts owed in a timely manner and its accounts are substantially current. The Company does not expect Detroit's bankruptcy filing to have a material impact on its financial results.
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.

See Note 6 for a discussion of contingencies related to Regulatory Matters.


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
 
2013
 
2012
 
2013
 
2012
Three Months Ended September 30
(In millions)
Service cost
$
17

 
$
15

 
$
6

 
$
11

Interest cost
36

 
38

 
16

 
23

Expected return on plan assets
(45
)
 
(41
)
 
(18
)
 
(15
)
Amortization of:
 
 
 
 
 
 
 
Net actuarial loss
39

 
33

 
12

 
16

Prior service cost (credit)
1

 

 
(27
)
 
(4
)
Net periodic benefit cost (credit)
$
48

 
$
45

 
$
(11
)
 
$
31



22

DTE Electric Company

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


 
Pension Benefits
 
Other Postretirement Benefits
 
2013
 
2012
 
2013
 
2012
Nine Months Ended September 30
(In millions)
Service cost
$
55

 
$
48

 
$
27

 
$
38

Interest cost
109

 
116

 
50

 
69

Expected return on plan assets
(138
)
 
(124
)
 
(55
)
 
(46
)
Amortization of:
 
 
 
 
 
 
 
Net actuarial loss
111

 
93

 
36

 
44

Prior service cost (credit)
1

 

 
(72
)
 
(12
)
Net transition liability

 

 

 
1

Settlements

 
2

 

 

Net periodic benefit cost (credit)
$
138

 
$
135

 
$
(14
)
 
$
94


Pension and Other Postretirement Contributions

During the first nine months of 2013, the Company contributed $250 million to its pension plans, including contributions of DTE Energy common stock of $200 million. At the discretion of management, and depending upon financial market conditions, the Company may make up to an additional $25 million contribution to its pension plans in 2013.

In January 2013, the Company contributed $120 million to its other postretirement benefit plans. At the discretion of management, the Company may make up to an additional $120 million contribution to its other postretirement benefit plans in 2013.

Re-Measurement of Other Postretirement Benefit Obligation

In March 2013, the Company reached an agreement on a new four-year labor contract with certain represented employees. As a term of the agreement, the Company replaced sponsored retiree medical, prescription drug and dental coverage for future Medicare eligible retirees with a Retiree Health Care Allowance (RHCA) account of $3,250 per year. The modification in retiree health coverage will reduce future postretirement benefit costs.
Based on the impact of such benefit cost savings on the financial statements, the Company re-measured its retiree health plan as of March 31, 2013. In performing the re-measurement, the Company updated its significant actuarial assumptions, including an adjustment to the discount rate from 4.15% at December 31, 2012 to 4.30% at March 31, 2013. Plan assets were also updated to reflect fair value as of the re-measurement date. As a result of the re-measurement, the accumulated postretirement benefit obligation (APBO) was reduced by $192 million. The Company's Accrued postretirement benefit liability - affiliates at March 31, 2013 was $661 million as compared to $996 million at December 31, 2012, a reduction of $335 million. The reduction reflects the impact of the re-measurement of the plan, January 2013 plan contributions and recognition of first quarter 2013 postretirement benefit costs and benefit payments.
Beginning April 2013, net postretirement benefit costs were recorded based on the updated actuarial assumptions and benefit changes resulting from the new labor contracts. As a result of the re-measurement, fiscal year 2013 postretirement benefit costs are expected to decrease by approximately $51 million to an annual net benefit of approximately $23 million.

Item 2. Management’s Narrative Analysis of Results of Operations

The Management’s Narrative Analysis of Results of Operations discussion for DTE Electric is presented in accordance with General Instruction H (2) (a) of Form 10-Q.

DTE Electric's results for the three and nine months ended September 30, 2013 as compared to the comparable 2012 period are discussed below:

23



 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
 
(In millions)
Operating revenues
$
1,457

 
$
1,542

 
$
3,941

 
$
4,029

Fuel and purchased power
487

 
543

 
1,294

 
1,348

Gross margin
970

 
999

 
2,647

 
2,681

Operation and maintenance
335

 
337

 
1,009

 
1,026

Depreciation and amortization
233

 
219

 
666

 
607

Taxes other than income
67

 
65

 
200

 
193

Asset (gains) losses and reserves, net
(3
)
 

 
(3
)
 
(1
)
Operating Income
338

 
378

 
775

 
856

Other (Income) and Deductions
61

 
68

 
183

 
190

Income Tax Expense
97

 
115

 
206

 
247

Net Income
$
180

 
$
195

 
$
386

 
$
419

Operating Income as a Percentage of Operating Revenues
23
%
 
25
%
 
20
%
 
21
%

Gross margin decreased $29 million and $34 million in the three and nine months ended September 30, 2013, respectively. Revenues associated with certain tracking mechanisms and surcharges are offset by related expenses elsewhere in the Consolidated Statement of Operations.

The following table details changes in various gross margin components relative to the comparable prior period:
 
Three Months
 
Nine Months
 
(In millions)
Base sales, inclusive of weather effect
$
(46
)
 
$
(58
)
Securitization bond and tax surcharge
5

 
29

Renewable energy program
12

 
20

Low income energy assistance surcharge

 
(20
)
Regulatory mechanisms and other

 
(5
)
Decrease in gross margin
$
(29
)
 
$
(34
)
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
 
(In thousands of MWh)
Electric Sales
 
 
 
 
 
 
 
Residential
4,401

 
4,894

 
11,600

 
12,180

Commercial
4,504

 
4,602

 
12,585

 
12,734

Industrial
2,635

 
2,707

 
7,746

 
7,645

Other
233

 
238

 
701

 
717

 
11,773

 
12,441

 
32,632

 
33,276

Interconnection sales (a)
711

 
441

 
2,276

 
1,827

Total Electric Sales
12,484

 
12,882

 
34,908

 
35,103

 
 
 
 
 
 
 
 
Electric Deliveries
 
 
 
 
 
 
 
Retail and Wholesale
11,773

 
12,441

 
32,632

 
33,276

Electric Customer Choice, including self generators (b)
1,393

 
1,372

 
3,940

 
3,938

Total Electric Sales and Deliveries
13,166

 
13,813

 
36,572

 
37,214

_______________________________________
(a) Represents power that is not distributed by DTE Electric.
(b) Represents deliveries for self generators who have purchased power from alternative energy suppliers to supplement their power requirements.


24



Operation and maintenance expense decreased $2 million and $17 million in the three and nine months ended September 30, 2013, respectively. The decrease in the third quarter was due primarily to lower employee benefit expenses of $21 million and lower distribution operations expenses of $4 million, partially offset by higher corporate administrative expenses of $11 million, higher restoration and line clearance expenses of $4 million, increased energy optimization and renewable energy expenses of $4 million, increased uncollectible expenses of $2 million and increased low income energy assistance expenses of $2 million. The decrease in the nine-month period was primarily due to lower employee benefit expenses of $52 million, decreased low income energy assistance expenses of $18 million and lower power plant generation expenses of $2 million, partially offset by higher corporate administrative expenses of $22 million, higher energy optimization and renewable energy expenses of $12 million, increased uncollectible expenses of $11 million, higher restoration and line clearance expenses of $7 million and increased distribution operations expenses of $4 million.

Depreciation and amortization expense increased $14 million and $59 million in the three and nine months ended September 30, 2013, respectively. The increase in the third quarter was due to higher amortization of regulatory assets of $11 million and $3 million of increased expense due to a higher depreciable base. The increase in the nine-month period was due to $45 million of higher amortization of regulatory assets and $14 million of increased expense due to a higher depreciable base.

Income tax expense decreased $18 million and $41 million in the three and nine months ended September 30, 2013, respectively, due to lower pre-tax income and a decrease in the effective income tax rate primarily due to higher production tax credits.
  
Outlook   We continue to move forward in our efforts to achieve operational excellence, sustained strong cash flows and earn our authorized return on equity. We expect that our planned significant environmental and renewable expenditures will result in earnings growth. 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, and uncertainty of legislative or regulatory actions regarding climate change and electric choice. We expect to continue our efforts to improve productivity and decrease our costs while improving customer satisfaction with consideration of customer rate affordability.

In June 2013, the City of Detroit announced a transition of its Public Lighting Department's customers to the DTE Electric distribution system over a five to seven year system conversion period. See Note 6 of the Notes to Consolidated Financial Statements.

Climate regulation and/or legislation has been proposed and discussed within the U.S. Congress and the EPA. The EPA is implementing regulatory actions under the Clean Air Act to address emissions of greenhouse gases (GHGs). EPA regulation of GHGs requires the best available control technology (BACT) for new major sources or modifications to existing major sources that cause significant increases in GHG emissions. In June 2012, the EPA proposed new source performance standards for carbon dioxide emissions from new fossil-fueled power plants. These new source performance standards were re-proposed on September 20, 2013, under a presidential directive issued on June 25, 2013. Under the same presidential directive, the EPA is expected to propose performance standards for carbon dioxide emissions from existing and modified plants by June 1, 2014 and issue final standards by June 1, 2015. DTE Energy will be an active participant in working with the EPA and other stakeholders to shape the final performance standards for new and existing power plants. The standards for new sources are not expected to have a material impact on the Company. It is not possible to determine the potential impact of future regulations on existing sources at this time. Pending or future legislation or other regulatory actions could have a material impact on our operations and financial position and the rates we charge our customers. Impacts include expenditures for environmental equipment beyond what is currently planned, financing costs related to additional capital expenditures, the purchase of emission offsets from market sources and the retirement of facilities where control equipment is not economical. We would seek to recover these incremental costs through increased rates charged to our utility customers. Increased costs for energy produced from traditional sources could also increase the economic viability of energy produced from renewable and/or nuclear sources and energy efficiency initiatives and the development of market-based trading of carbon offsets providing business opportunities for our utility and non-utility segments. It is not possible to quantify these impacts on DTE Electric or its customers at this time.


25




Item 4. 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 DTE Electric's Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2013, which is the end of the period covered by this report. Based on this evaluation, the Company'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 the Company 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 SEC's rules and forms and (ii) is accumulated and communicated to the Company'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 the Company's internal control over financial reporting during the quarter ended September 30, 2013 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.


26




Part II - Other Information


Item 1. Legal Proceedings

In July 2009, DTE Energy received a Notice of Violation/Finding of Violation (NOV/FOV) from the EPA alleging, among other things, that five DTE Electric power plants violated New Source Performance standards, Prevention of Significant Deterioration requirements, and operating permit requirements under the Clean Air Act. In June 2010, the EPA issued a NOV/FOV making similar allegations related to a project and outage at Unit 2 of the Monroe Power Plant. In March 2013, DTE Energy received a supplemental NOV from the EPA relating to the July 2009 NOV/FOV. The supplemental NOV alleged additional violations relating to the New Source Review provisions under the Clean Air Act, among other things.

In August 2010, the U.S. Department of Justice, at the request of the EPA, brought a civil suit in the U.S. District Court for the Eastern District of Michigan against DTE Energy and DTE Electric, related to the June 2010 NOV/FOV and the outage work performed at Unit 2 of the Monroe Power Plant, but not relating to the July 2009 NOV/FOV. Among other relief, the EPA requested the court to require DTE Electric to install and operate the best available control technology at Unit 2 of the Monroe Power Plant. Further, the EPA requested the court to issue a preliminary injunction to require DTE Electric to (i) begin the process of obtaining the necessary permits for the Monroe Unit 2 modification and (ii) offset the pollution from Monroe Unit 2 through emissions reductions from DTE Electric's fleet of coal-fired power plants until the new control equipment is operating. On August 23, 2011, the U.S. District Court judge granted DTE Energy's motion for summary judgment in the civil case, dismissing the case and entering judgment in favor of DTE Energy and DTE Electric. On October 20, 2011, the EPA caused to be filed a Notice of Appeal to the U.S. Court of Appeals for the Sixth Circuit. On March 28, 2013, the Court of Appeals remanded the case to the U.S. District Court for review of the procedural component of the New Source Review notification requirements. On September 3, 2013, the EPA caused to be filed a motion seeking leave to amend their complaint regarding the June 2010 NOV/FOV adding additional claims related to outage work performed at the Trenton Channel and Belle River power plants as well as additional claims related to work performed at the Monroe Power Plant. In addition, the Sierra Club caused to be filed a motion to add a claim regarding the River Rouge Power Plant. The EPA and Sierra Club motions are currently pending with the U. S. District Court Judge.

DTE Energy and DTE Electric believe that the plants identified by the EPA, including Unit 2 of the Monroe Power Plant, have complied with all applicable federal environmental regulations. Depending upon the outcome of discussions with the EPA regarding the two NOVs/FOVs, DTE Electric could be required to install additional pollution control equipment at some or all of the power plants in question, implement early retirement of facilities where control equipment is not economical, engage in supplemental environmental programs, and/or pay fines. The Company cannot predict the financial impact or outcome of this matter, or the timing of its resolution.

On March 13, 2013, the Sierra Club filed suit against DTE Energy and DTE Electric alleging violations of the Clean Air Act at four of DTE Electric's coal-fired power plants. The plaintiffs allege 1,499 6-minute periods of excess opacity of air emissions from 2007-2012 at those facilities. The suit asks that the court enjoin DTE Energy and DTE Electric from operating the power plants except in complete compliance with applicable laws and permit requirements, pay civil penalties, conduct beneficial environmental mitigation projects, pay attorney fees and require the installation of any necessary pollution controls or to convert and/or operate the plants' boilers on natural gas to avoid additional violations and to off-set historic unlawful emissions. The resolution of this matter is not expected to have a material effect on the Company's operations or financial statements.

For additional discussion on legal matters, see Notes 6 and 9 of the Notes to Consolidated Financial Statements.


Item 1A.  Risk Factors

There are various risks associated with the operations of DTE Electric. To provide a framework to understand the operating environment of DTE Electric, we have provided a brief explanation of the more significant risks associated with our businesses in Part 1, Item 1A. Risk Factors in the Company's 2012 Form 10-K. Although we have tried to identify and discuss key risk factors, others could emerge in the future. In addition to the risk factors set forth in our 10-K, the following updated risk could affect our performance.


27



A work interruption may adversely affect us. Unions represent approximately 2,700 of our employees. The labor contract that covers the majority of our represented employees was due to expire in June 2013. Early negotiations resulted in a new contract that became effective in March 2013. The new contract will expire in June 2017. A union choosing to strike would have an impact on our business. We are unable to predict the effect a work stoppage would have on our costs of operation and financial performance.

Item 6. Exhibits
 
 
(i) Exhibits filed herewith:
 
 
 
4-281
 
Supplemental Indenture, dated as of August 1, 2013, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between DTE Electric Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (2013 Series B)
 
 
 
12-47
 
Computation of Ratio of Earnings to Fixed Charges
 
 
 
31-85
 
Chief Executive Officer Section 302 Form 10-Q Certification of Periodic Report
 
 
 
31-86
 
Chief Financial Officer Section 302 Form 10-Q Certification of Periodic Report
 
 
 
101.INS
 
XBRL Instance Document
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Database
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase
 
 
(ii) Exhibits furnished herewith:
 
 
 
32-85
 
Chief Executive Officer Section 906 Form 10-Q Certification of Periodic Report
 
 
 
32-86
 
Chief Financial Officer Section 906 Form 10-Q Certification of Periodic Report


28




Signature

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.

 
 
DTE ELECTRIC COMPANY
 
 
(Registrant)
 
 
 
 
 
 
Date: October 25, 2013
By  
/s/ DONNA M. ENGLAND
 
 
Donna M. England
Chief Accounting Officer
(Principal Accounting Officer)






29