Table of Contents

________________________________________________________________________________
 
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 Quarter Ended March 31,June 30, 2000
 
 
 
 
 
Registrants; State of
Commission
Commission
Incorporation; Address; and
I.R.S. Employer
File Number
Telephone Number
Identification No.
1-11607
DTE Energy Company

	(a(a Michigan corporation)
2000 2nd Avenue
Detroit, Michigan 48226-1279
313-235-4000
38-3217752
 
1-2198

	1-2198
The Detroit Edison Company

	(a(a Michigan corporation)
2000 2nd Avenue
Detroit, Michigan 48226-1279
313-235-8000
38-0478650
Indicate by check mark whether the registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.
Yes X[X] No   [   ]
At April 30,July 31, 2000, 142,660,170142,658,064 shares of DTE Energy’sEnergy’s Common Stock, substantially all held by non-affiliates, were outstanding.






TABLE OF CONTENTS
DEFINITIONS
QUARTERLY REPORT ON FORM 10-Q FOR DTE ENERGY COMPANY
PART I -- FINANCIAL INFORMATION
Item 1 -- Condensed Consolidated Financial Statements (Unaudited).
Condensed Consolidated Statement of Cash Flows (Unaudited)
QUARTERLY REPORT ON FORM 10-Q FOR DTE ENERGY COMPANY
PART II -- OTHER INFORMATION
Item 5 -- Other Information.
QUARTERLY REPORT ON FORM 10-Q FOR THE DETROIT EDISON COMPANY
Item 1 -- Condensed Consolidated Financial Statements (Unaudited).
Item 2 -- Management’s Discussion and Analysis of Financial Condition and Results of Operations.
PART II -- OTHER INFORMATION
Item 1 -- Legal Proceedings.
Item 5 -- Other Information.
QUARTERLY REPORTS ON FORM 10-Q FOR DTE ENERGY COMPANY AND THE DETROIT EDISON COMPANY
Item 6 -- Exhibits and Reports on Form 8-K.
SIGNATURES
SIGNATURES
EXHIBIT INDEX

DTE ENERGY COMPANY

and

THE DETROIT EDISON COMPANY

FORM 10-Q

For The Quarter Ended March 31,June 30, 2000
     
This document contains the Quarterly Reports on Form 10-Q for the quarter ended March 31,June 30, 2000 for each of DTE Energy Company and The Detroit Edison Company. Information contained herein relating to an individual registrant is filed by such registrant on its own behalf. Accordingly, except for its subsidiaries, The Detroit Edison Company makes no representation as to information relating to any other companies affiliated with DTE Energy Company.
TABLE OF CONTENTS
 
 
 
 
 
 
 
Page
Definitions
3
3
Quarterly Report on Form 10-Q for DTE Energy Company:
Part I — -
Financial Information
4
4
Item 1 — -
Financial Statements
4
4
Item 2 — Management’s-
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
19
23
Item 3 — -
Quantitative and Qualitative Disclosures About Market Risk
21
29
Part II — -
Other Information
23
31
Item 5 — Other Information4 -
Submission of Matters to a Vote of Security Holders
23
31
Item 5 -
Other Information
32
Quarterly Report on Form 10-Q for The Detroit Edison Company:
Part I — -
Financial Information
24
33
Item 1 — -
Financial Statements
24
33
Item 2 — Management’s-
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
24
33
Part II — -
Other Information
24
33
Item 1 — Legal Proceedings5 -
Other Information
24
33

	Item 5 — Other Information
24
Quarterly Reports on Form 10-Q for DTE Energy Company and The Detroit Edison Company:
Item 6 — -
Exhibits and Reports on Form 8-K
26
35
Signature Page to DTE Energy Company Quarterly Report on Form 10-Q
31
45
Signature Page to The Detroit Edison Company Quarterly Report on Form 10-Q
32
46



Table of Contents



DEFINITIONS
 
 
 
Annual Report
1999 Annual Report to the Securities and Exchange Commission on Form 10-K for DTE Energy Company or The Detroit Edison Company, as the case may be
Annual Report Notes
Notes to Consolidated Financial Statements appearing on pages 43 through 70 and 74 through 77 of the 1999 Annual Report to the Securities and Exchange Commission on Form 10-K for DTE Energy Company and The Detroit Edison Company, as the case may be
ABATE
Association of Businesses Advocating Tariff Equity
Company
DTE Energy Company and Subsidiary Companies
Detroit Edison
The Detroit Edison Company (a wholly owned subsidiary of DTE Energy Company) and Subsidiary Companies
DTE Capital
DTE Capital Corporation (a wholly owned subsidiary of DTE Energy Company)
Electric Choice
Gives all retail customers equal opportunity to utilize the transmission system which results in access to competitive generation resources
EPA
United States Environmental Protection Agency

	ERISA
FERC

	Employee Retirement Income Security Act

	FERC
Federal Energy Regulatory Commission
kWh
Kilowatthour
MCN
MCN Energy Group Inc.
MPSC
Michigan Public Service Commission
MW
Megawatt
MWh
Megawatthour
Note(s)
Note(s) to Condensed Consolidated Financial Statements (Unaudited) appearing herein
PSCR
Power Supply Cost Recovery

	Registrant
Quarterly Report
Quarterly Report to the Securities and Exchange Commission on Form 10-Q for DTE Energy Company or The Detroit Edison Company, as the case may be, for the quarter ended March 31, 2000
Quarterly Report Notes
Notes to Condensed Consolidated Financial Statements (Unaudited) appearing on pages 16 through 19 of the Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarter ended March 31, 2000 for DTE Energy Company and The Detroit Edison Company, as the case may be
Registrant
Company or Detroit Edison, as the case may be
3


Table of Contents
TABLE OF CONTENTS
DEFINITIONS
QUARTERLY REPORT ON FORM 10-Q FOR DTE ENERGY COMPANY
PART I — FINANCIAL INFORMATION
Item 1 — Financial Statements
PART II — OTHER INFORMATION
Item 4 — Submission of Matters to a Vote of Security Holders.
Item 5 — Other Information.
PART I — FINANCIAL INFORMATION
Item 1 – Condensed Consolidated Financial Statements (Unaudited).
Item 2 – Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
PART II — OTHER INFORMATION
Item 5 – Other Information.
QUARTERLY REPORTS ON FORM 10-Q FOR DTE ENERGY COMPANY AND THE DETROIT EDISON COMPANY
Item 6 – Exhibits and Reports on Form 8-K
(a) Exhibits
Form 10-Q
DTE Energy Company Basic & Diluted Earnings
DTE Energy Computation of Ratio of Earnings
Detroit Edison Computation of Ratio of Earnings
Awareness Letter of Deloitte & Touche LLP
Financial Data Schedule - DTE Energy Company
Financial Data Schedule - Detroit Edison Company




PART I — FINANCIAL INFORMATION" -->
QUARTERLY REPORT ON FORM 10-Q FOR DTE ENERGY COMPANY



PART I —— FINANCIAL INFORMATION



Item 1 —— Condensed Consolidated Financial Statements (Unaudited).
     
The following condensed consolidated financial statements (unaudited) are included herein.
 
 
 
 
 
 
Page
DTE Energy Company:
Condensed Consolidated Statement of Income
5
Condensed Consolidated Balance Sheet
6
Condensed Consolidated Statement of Cash Flows
8
Condensed Consolidated Statement of Changes in Shareholders’Shareholder’s Equity
9
The Detroit Edison Company:
Condensed Consolidated Statement of Income
11
Condensed Consolidated Balance Sheet
12
Condensed Consolidated Statement of Cash Flows
14
Condensed Consolidated Statement of Changes in Shareholder’sShareholder’s Equity
15
Notes to Condensed Consolidated Financial Statements (Unaudited)
16
Independent Accountants’Accountants’ Report
1822
Note:   
Detroit Edison’sEdison’s Condensed Consolidated Financial Statements are presented here for ease of reference
            and are not considered to be part of Item I of the Company’sCompany’s report.
4

Table of Contents
DTE Energy Company

Condensed Consolidated Statement of Income (Unaudited)

(Millions, Except Per Share Amounts)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
Six Months Ended
June 30
June 30
2000
1999
2000
1999
Operating Revenues
$
1,428
$
1,150
$
2,610
$
2,174
Operating Expenses
Fuel and purchased power
579
322
923
553
Operation and maintenance
386
364
741
689
Depreciation and amortization
186
182
378
364
Taxes other than income
74
71
150
142
Total Operating Expenses
1,225
939
2,192
1,748
Operating Income
203
211
418
426
Interest Expense and Other
Interest expense
82
82
165
165
Other — net
1
6
3
9
Total Interest Expense and Other
83
88
168
174
Income Before Income Taxes
120
123
250
252
Income Taxes
12
13
25
27
Net Income
$
108
$
110
$
225
$
225
Average Common Shares Outstanding
143
145
143
145
Earnings per Common Share -
Basic and Diluted
$
0.76
$
0.76
$
1.57
$
1.55
Dividends Declared per Common Share
$
0.515
$
0.515
$
1.03
$
1.03
See Notes to Condensed Consolidated Financial Statements (Unaudited)
5
DTE Energy Company
Condensed Consolidated Balance Sheet (Unaudited)

(Millions, Except Per Share Amounts and Shares)
 
 
 
 
 
 
 
 
 
 
 
Three Months
Ended
March 31
2000
1999
Operating Revenues
$
1,182
$
1,024
Operating Expenses

	Fuel and purchased power
344
231

	Operation and maintenance
355
325

	Depreciation and amortization
192
182

	Taxes other than income
76
71

	Total Operating Expenses
967
809
Operating Income
215
215
Interest Expense and Other

	Interest expense
83
83

	Other — net
2
3

	Total Interest Expense and Other
85
86
Income Before Income Taxes
130
129
Income Taxes
13
14
Net Income
$
117
$
115
Average Common Shares Outstanding
145
145
Earnings per Common Share — Basic and Diluted
$
0.81
$
0.79
 
 
 
 
 
 
 
 
 
 
 
June 30
December 31
2000
1999
ASSETS
Current Assets
Cash and cash equivalents
$
40
$
33
Restricted cash
132
131
Accounts receivable
Customer (less allowance for doubtful accounts of $21)
439
388
Accrued unbilled revenues
193
166
Other
124
144
Inventories (at average cost)
         Fuel
166
175
Materials and supplies
165
168
Asset from risk management activities
129
67
Other
117
38
1,505
1,310
Investments
Nuclear decommissioning trust funds
389
361
Other
266
274
655
635
Property
Property, plant and equipment
11,802
11,755
Property under capital leases
221
222
Nuclear fuel under capital lease
703
663
Construction work in progress
209
106
12,935
12,746
Less accumulated depreciation and amortization
5,632
5,598
7,303
7,148
Regulatory Assets
2,776
2,935
Other Assets
278
288
Total Assets
$
12,517
$
12,316
See Notes to Condensed Consolidated Financial Statements (Unaudited)
6
 
 
 
 
 
 
 
 
 
 
June 30
December 31
2000
1999
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable
$
261
$
273
Accrued interest
63
57
Dividends payable
73
75
Accrued payroll
95
97
Short-term borrowings
622
387
Income taxes
102
61
Current portion long-term debt
194
270
Current portion capital leases
101
75
Liability from risk management activities
111
52
Other
253
257
1,875
1,604
Other Liabilities
Deferred income taxes
1,855
1,925
Capital leases
107
114
Regulatory liabilities
194
262
Other
577
564
2,733
2,865
Long-Term Debt
3,992
3,938
Shareholders’ Equity
Common stock, without par value, 400,000,000 shares
      authorized, 142,658,064 and 145,041,324 issued
      and outstanding, respectively
1,918
1,950
Retained earnings
1,999
1,959
3,917
3,909
Commitments and Contingencies (Note 7)
Total Liabilities and Shareholders’ Equity
$
12,517
$
12,316
See Notes to Condensed Consolidated Financial Statements (Unaudited)
7
DTE Energy Company
Condensed Consolidated Statement of Cash Flows (Unaudited)
(Millions)
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended
June 30
2000
1999
Operating Activities
Net Income
$
225
$
225
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization
378
364
Other
(57
)
(15
)
Changes in current assets and liabilities:
Restricted cash
(1
)
(2
)
Accounts receivable
(59
)
(52
)
Inventories
12
17
Payables
(8
)
(2
)
Other
(82
)
(119
)
Net cash from operating activities
408
416
Investing Activities
Plant and equipment expenditures
(396
)
(381
)
Net cash used for investing activities
(396
)
(381
)
Financing Activities
Issuance of long-term debt
219
—
Increase in short-term borrowings
235
176
Redemption of long-term debt
(240
)
(157
)
Repurchase of common stock
(70
)
—
Dividends on common stock
(149
)
(149
)
Net cash used for financing activities
(5
)
(130
)
Net Increase (Decrease) in Cash and Cash Equivalents
7
(95
)
Cash and Cash Equivalents at Beginning of the Period
33
130
Cash and Cash Equivalents at End of the Period
$
40
$
35
Supplementary Cash Flow Information
Interest paid (excluding interest capitalized)
$
159
$
165
Income taxes paid
34
36
New capital lease obligations
41
9
See Notes to Condensed Consolidated Financial Statements (Unaudited)
8
DTE Energy Company
Condensed Consolidated Statement of Changes in Shareholders’ Equity
(Unaudited)
(Millions, Except Per Share Amounts; Shares in Thousands)
 
 
 
 
 
 
 
 
 
 
2000
Shares
Amount
Common Stock
Balance at beginning of year
145,041
$
1,950
Repurchase and retirement of common stock
(2,383
)
(32
)
Balance at June 30, 2000
142,658
$
1,918
Retained Earnings
Balance at beginning of year
$
1,959
Net income
225
Dividends declared on common stock ($1.03 per share)
(147
)
Repurchase and retirement of common stock
(38
)
Balance at June 30, 2000
$
1,999
Total Shareholders’ Equity
$
3,917
See Notes to Condensed Consolidated Financial Statements (Unaudited).
5


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10
DTE EnergyThe Detroit Edison Company

Condensed Consolidated Balance SheetStatement of Income (Unaudited)
(Millions, Except Shares)

(Millions)
 
 
 
 
 
 
 
 
 
 
 
 
March 31
December 31
2000
1999
ASSETS
Current Assets

	Cash and cash equivalents
$
25
$
33

	Restricted cash
133
131

	Accounts receivable

	Customer (less allowance for doubtful accounts of $22 and $21,

	respectively)
342
388

	Accrued unbilled revenues
169
166

	Other
143
144

	Inventories (at average cost)

	Fuel
168
175

	Materials and supplies
157
168

	Asset from risk management activities
109
67

	Other
114
38
1,360
1,310
Investments

	Nuclear decommissioning trust funds
387
361

	Other
269
274
656
635
Property

	Property, plant and equipment
11,817
11,755

	Property under capital leases
221
222

	Nuclear fuel under capital lease
702
663

	Construction work in progress
152
106
12,892
12,746

	Less accumulated depreciation and amortization
5,671
5,598
7,221
7,148
Regulatory Assets
2,839
2,935
Other Assets
293
288
Total Assets
$
12,369
$
12,316
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
Six Months Ended
June 30
June 30
2000
1999
2000
1999
Operating Revenues
$
1,071
$
1,006
$
2,020
$
1,917
Operating Expenses
Fuel and purchased power
336
277
565
483
Operation and maintenance
272
261
512
498
Depreciation and amortization
177
173
359
346
Taxes other than income
72
70
147
141
Total Operating Expenses
857
781
1,583
1,468
Operating Income
214
225
437
449
Interest Expense and Other
Interest expense
70
69
139
137
Other — net
5
(1
)
9
2
Total Interest Expense and Other
75
68
148
139
Income Before Income Taxes
139
157
289
310
Income Taxes
48
50
101
99
Net Income
$
91
$
107
$
188
$
211
See Notes to Condensed Consolidated Financial Statements (Unaudited).
6

11
Table of Contents
The Detroit Edison Company
Condensed Consolidated Balance Sheet (Unaudited)
(Millions, Except Per Share Amounts and Shares)
 
 
 
 
 
 
 
 
 
 
 
March 31
December 31
2000
1999
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities

	Accounts payable
$
243
$
273

	Accrued interest
49
57

	Dividends payable
75
75

	Accrued payroll
80
97

	Short-term borrowings
501
387

	Income taxes
101
61

	Current portion long-term debt
95
270

	Current portion capital leases
104
75

	Liability from risk management activities
87
52

	Other
195
257
1,530
1,604
Other Liabilities

	Deferred income taxes
1,886
1,925

	Capital leases
111
114

	Regulatory liabilities
260
262

	Other
581
564
2,838
2,865
Long-Term Debt
4,120
3,938
Shareholders’ Equity

	Common stock, without par value, 400,000,000 shares authorized,
	142,660,170 and 145,041,324 issued and outstanding, respectively
1,918
1,950

	Retained earnings
1,963
1,959
3,881
3,909
Contingencies (Note 6)
Total Liabilities and Shareholders’ Equity
$
12,369
$
12,316
 
 
 
 
 
 
 
 
 
 
 
June 30
December 31
2000
1999
ASSETS
Current Assets
Cash and cash equivalents
$
14
$
4
Accounts receivable
Customer (less allowance for doubtful accounts of $20)
301
316
Accrued unbilled revenues
193
166
Other
115
138
Inventories (at average cost)
Fuel
166
175
Materials and supplies
143
140
Other
103
29
1,035
968
Investments
Nuclear decommissioning trust funds
389
361
Other
37
34
426
395
Property
Property, plant and equipment
11,246
11,204
Property under capital leases
221
221
Nuclear fuel under capital lease
703
663
Construction work in progress
3
4
12,173
12,092
Less accumulated depreciation and amortization
5,542
5,526
6,631
6,566
Regulatory Assets
2,776
2,935
Other Assets
176
187
Total Assets
$
11,044
$
11,051
See Notes to Condensed Consolidated Financial Statements (Unaudited).
7


12
Table of Contents
 
 
 
 
 
 
 
 
 
 
June 30
December 31
2000
1999
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities
Accounts payable
$
229
$
224
Accrued interest
60
54
Dividends payable
80
80
Accrued payroll
92
90
Short-term borrowings
382
362
Income taxes
132
84
Current portion long-term debt
119
194
Current portion capital leases
101
75
Other
115
159
1,310
1,322
Other Liabilities
Deferred income taxes
1,815
1,879
Capital leases
107
114
Regulatory liabilities
194
262
Other
575
562
2,691
2,817
Long-Term Debt
3,384
3,284
Shareholder’s Equity
Common stock, $10 par value, 400,000,000 shares authorized, 145,119,875 issued and outstanding
1,451
1,451
Premium on common stock
548
548
Common stock expense
(48
)
(48
)
Retained earnings
1,708
1,677
3,659
3,628
Commitments and Contingencies (Note 7)
Total Liabilities and Shareholder’s Equity
$
11,044
$
11,051
DTE Energy Company
Condensed Consolidated Statement of Cash Flows (Unaudited)
(Millions)
 
 
 
 
 
 
 
 
 
 
 
 
Three Months
Ended
March 31
2000
1999
Operating Activities

	Net Income
$
117
$
115

	Adjustments to reconcile net income to net cash from operating
	activities:

	Depreciation and amortization
192
182

	Other
22
30

	Changes in current assets and liabilities:

	Restricted cash
2
(11
)

	Accounts receivable
44
22

	Inventories
18
25

	Payables
(63
)
(50
)

	Other
(148
)
(175
)

	Net cash from operating activities
184
138
Investing Activities

	Plant and equipment expenditures
(176
)
(164
)

	Net cash used for investing activities
(176
)
(164
)
Financing Activities

	Issuance of long-term debt
219
—

	Increase in short-term borrowings
114
49

	Redemption of long-term debt
(212
)
(37
)

	Repurchase of common stock
(62
)
—

	Dividends on common stock
(75
)
(75
)

	Net cash used for financing activities
(16
)
(63
)
Net Decrease in Cash and Cash Equivalents
(8
)
(89
)
Cash and Cash Equivalents at Beginning of the Period
33
130
Cash and Cash Equivalents at End of the Period
$
25
$
41
Supplementary Cash Flow Information

	Interest paid (excluding interest capitalized)
$
91
$
84

	Income taxes paid
14
29

	New capital lease obligations
40
9
See Notes to Condensed Consolidated Financial Statements (Unaudited).
8


13
Table
The Detroit Edison Company
Condensed Consolidated Statement of Contents
Cash Flows (Unaudited)
(Millions)
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended
June 30
2000
1999
Operating Activities
Net Income
$
188
$
211
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization
359
346
Other
(52
)
8
Changes in current assets and liabilities:
Accounts receivable
11
(27
)
Inventories
6
5
Payables
13
(3
)
Other
(118
)
(108
)
Net cash from operating activities
407
432
Investing Activities
Plant and equipment expenditures
(282
)
(308
)
Net cash used for investing activities
(282
)
(308
)
Financing Activities
Issuance of long-term debt
219
—
Increase in short-term borrowings
20
173
Redemption of long-term debt
(194
)
(119
)
Dividends on common stock
(160
)
(160
)
Net cash used for financing activities
(115
)
(106
)
Net Increase in Cash and Cash Equivalents
10
18
Cash and Cash Equivalents at Beginning of the Period
4
5
Cash and Cash Equivalents at End of the Period
$
14
$
23
Supplementary Cash Flow Information
Interest paid (excluding interest capitalized)
$
133
$
139
Income taxes paid
98
67
New capital lease obligations
41
9
See Notes to Condensed Consolidated Financial Statements (Unaudited).
14
DTE EnergyThe Detroit Edison Company

Condensed Consolidated Statement of Changes in Shareholders’Shareholder’s Equity (Unaudited)

(Millions, Except Per Share Amounts; Shares in Thousands)
 
 
 
 
 
 
 
 
 
 
 
2000
Shares
Amount
Common Stock

	Balance at beginning of year
145,041
$
1,950

	Repurchase and retirement of common stock
(2,381
)
(32
)

	Balance at March 31, 2000
142,660
$
1,918
Retained Earnings

	Balance at beginning of year
$
1,959

	Net income
117

	Dividends declared on common stock ($0.515 per share)
(75
)

	Repurchase and retirement of common stock
(38
)

	Balance at March 31, 2000
$
1,963
Total Shareholders’ Equity
$
3,881
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2000
Shares
Amount
Common Stock
Balance at beginning of year
145,120
$
1,451
Balance at June 30, 2000
145,120
$
1,451
Premium on Common Stock
Balance at beginning of year
$
548
Balance at June 30, 2000
$
548
Common Stock Expense
Balance at beginning of year
$
(48
)
Balance at June 30, 2000
$
(48
)
Retained Earnings
Balance at beginning of year
$
1,677
Net income
188
Dividends declared on common stock ($1.10 per share)
(160
)
Other
3
Balance at June 30, 2000
$
1,708
Total Shareholder’s Equity
$
3,659
See Notes to Condensed Consolidated Financial Statements (Unaudited).
9


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The Detroit Edison Company
Condensed Consolidated Statement of Income (Unaudited)
(Millions)
 
 
 
 
 
 
 
 
 
 
 
Three Months
Ended
March 31
2000
1999
Operating Revenues
$
949
$
911
Operating Expenses

	Fuel and purchased power
229
206

	Operation and maintenance
240
237

	Depreciation and amortization
182
173

	Taxes other than income
75
71

	Total Operating Expenses
726
687
Operating Income
223
224
Interest Expense and Other

	Interest expense
69
68

	Other — net
4
3

	Total Interest Expense and Other
73
71
Income Before Income Taxes
150
153
Income Taxes
53
49
Net Income
$
97
$
104

See Notes to Condensed Consolidated Financial Statements
(Unaudited).

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Table of Contents
The Detroit Edison Company
Condensed Consolidated Balance Sheet (Unaudited)
(Millions, Except Per Share Amounts and Shares)
 
 
 
 
 
 
 
 
 
 
 
 
March 31
December 31
2000
1999
ASSETS
Current Assets

	Cash and cash equivalents
$
8
$
4

	Accounts receivable

	Customer (less allowance for doubtful accounts of $20)
269
316

	Accrued unbilled revenues
169
166

	Other
133
138

	Inventories (at average cost)

	Fuel
168
175

	Materials and supplies
141
140

	Other
107
29
995
968
Investments

	Nuclear decommissioning trust funds
387
361

	Other
31
34
418
395
Property

	Property, plant and equipment
11,266
11,204

	Property under capital leases
221
221

	Nuclear fuel under capital lease
702
663

	Construction work in progress
6
4
12,195
12,092

	Less accumulated depreciation and amortization
5,591
5,526
6,604
6,566
Regulatory Assets
2,839
2,935
Other Assets
191
187
Total Assets
$
11,047
$
11,051

See Notes to Condensed Consolidated Financial Statements
(Unaudited).

12


Table of Contents
 
 
 
 
 
 
 
 
 
 
 
March 31
December 31
2000
1999
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities

	Accounts payable
$
201
$
224

	Accrued interest
39
54

	Dividends payable
80
80

	Accrued payroll
79
90

	Short-term borrowings
316
362

	Income taxes
158
84

	Current portion long-term debt
19
194

	Current portion capital leases
104
75

	Other
129
159
1,125
1,322
Other Liabilities

	Deferred income taxes
1,844
1,879

	Capital leases
111
114

	Regulatory liabilities
260
262

	Other
578
562
2,793
2,817
 
Long-Term Debt
3,484
3,284
Shareholder’s Equity

	Common stock, $10 par value, 400,000,000 shares authorized,
	145,119,875 issued and outstanding
1,451
1,451

	Premium on common stock
548
548

	Common stock expense
(48
)
(48
)

	Retained earnings
1,694
1,677
3,645
3,628
Contingencies (Note 6)
Total Liabilities and Shareholder’s Equity
$
11,047
$
11,051

See Notes to Condensed Consolidated Financial Statements
(Unaudited).

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Table of Contents
The Detroit Edison Company


Condensed Consolidated Statement of Cash Flows (Unaudited)
(Millions)
 
 
 
 
 
 
 
 
 
 
 
 
Three Months
Ended
March 31
2000
1999
Operating Activities

	Net Income
$
97
$
104

	Adjustments to reconcile net income to net cash from operating
	activities:

	Depreciation and amortization
182
173

	Other
58
47

	Changes in current assets and liabilities:

	Accounts receivable
49
33

	Inventories
6
16

	Payables
(49
)
(43
)

	Other
(108
)
(178
)

	Net cash from operating activities
235
152
Investing Activities

	Plant and equipment expenditures
(130
)
(104
)

	Net cash used for investing activities
(130
)
(104
)
Financing Activities

	Issuance of long-term debt
219
—

	(Decrease) Increase in short-term borrowings
(46
)
49

	Redemption of long-term debt
(194
)
(19
)

	Dividends on common stock
(80
)
(80
)

	Net cash used for financing activities
(101
)
(50
)
Net Increase (Decrease) in Cash and Cash Equivalents
4
(2
)
Cash and Cash Equivalents at Beginning of the Period
4
5
Cash and Cash Equivalents at End of the Period
$
8
$
3
Supplementary Cash Flow Information

	Interest paid (excluding interest capitalized)
$
84
$
78

	Income taxes paid
16
26

	New capital lease obligations
40
9

See Notes to Condensed Consolidated Financial Statements
(Unaudited).

14

Table of Contents
The Detroit Edison Company
Condensed Consolidated Statement of Changes in
Shareholder’s Equity (Unaudited)
(Millions, Except Per Share Amounts; Shares in Thousands)
 
 
 
 
 
 
 
 
 
 
2000
Shares
Amount
Common Stock

	Balance at beginning of year
145,120
$
1,451

	Balance at March 31, 2000
145,120
$
1,451
Premium on Common Stock

	Balance at beginning of year
$
548

	Balance at March 31, 2000
$
548
Common Stock Expense

	Balance at beginning of year
$
(48
)

	Balance at March 31, 2000
$
(48
)
Retained Earnings

	Balance at beginning of year
$
1,677

	Net income
97

	Dividends declared on common stock ($0.55 per share)
(80
)

	Balance at March 31, 2000
$
1,694
Total Shareholder’s Equity
$
3,645

See Notes to Condensed Consolidated Financial Statements
(Unaudited).

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Table of Contents
DTE Energy Company and The Detroit Edison Company

Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTE 1 — ANNUAL REPORT NOTES– SIGNIFICANT ACCOUNTING POLICIES
     
These condensed consolidated financial statements (unaudited) should be read in conjunction with the Annual Report Notes and the Quarterly Report Notes. The Notes contained herein update and supplement matters discussed in the Annual Report Notes and the Quarterly Report Notes.
     
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
     
The condensed consolidated financial statements are unaudited, but in the opinion of the Company and Detroit Edison, with respect to its own financial statements, include all adjustments necessary for a fair statement of the results for the interim periods. 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.
     
Certain prior year balances have been reclassified to conform to the current year’syear’s presentation.
The Securities and Exchange Commission Staff (“staff”) issued Staff Accounting Bulletin (“SAB”) No. 101 in December 1999. This staff accounting bulletin summarizes certain of the staff’s views in applying generally accepted accounting principles to revenue recognition in financial statements. The effective date of SAB No. 101 has been delayed until the fourth quarter ended December 31, 2000. At June 30, 2000, the Company and Detroit Edison have not yet determined the impact the adoption of SAB No. 101 will have on the Company’s and Detroit Edison’s financial statements.
NOTE 2 —– MERGER AGREEMENT
     
On October 4, 1999,As discussed in Note 2 of the Annual Report Notes, the Company has entered into a definitive merger agreement with MCN. MCN, a Michigan corporation, is
primarily involved in natural gas production, gathering,
processing, transmission, storage and distribution, electric
power generation and energy marketing. MCN’s largest
subsidiary is Michigan Consolidated Gas Company, a natural gas
utility serving 1.2 million customers in more than 500
communities throughout Michigan. Shareholders of the Company have
 approved the issuance of the necessary shares of common stock to
 complete the merger and shareholders of MCN have approved the
Agreement and Plan of Merger. The proposed merger is also subject to a
number of regulatory approvals and other agreed upon conditions.
Discussions continue withbeing reviewed by the Federal Trade Commission (FTC) pursuant to the Hart-Scott-Rodino Act. The FTC staff has focused primarily on possible competition between the Company and a
final closing date cannotMCN for cogeneration load and other gas/electric displacement technologies in the companies’ coincident retail distribution areas. The Company and MCN are taking action to address issues raised by the FTC staff, including consideration of the potential sale of capacity on the Michigan Consolidated Gas Co. system. Because of the length of the FTC review, it appears unlikely that the transaction can be determined with certainty.

completed before the fourth quarter of this year.
16
NOTE 3 — SHAREHOLDERS’ EQUITY– REGULATORY MATTERS
     On June 3, 2000, Michigan Governor John Engler signed Enrolled Senate Bill No. 937, Public Act 141 of 2000 (PA 141), which provides Detroit Edison with the right to recover stranded costs, codifies and establishes a date certain for the MPSC’s existing electric customer choice program, and requires the MPSC to reduce electric residential rates by 5%.
On that same date, the Governor signed Enrolled Senate Bill No. 1253, Public Act 142 of 2000 (PA 142). PA 142 provides for the recovery through securitization of “qualified costs,” which consist of an electric utility’s regulatory assets plus various costs associated with, or resulting from, the establishment of a competitive electric market and the issuance of securitization bonds. In order to recover its “qualified costs,” Detroit Edison must apply to the MPSC for authority to issue the securitization bonds, which may not exceed 15 years in term. Before the bonds may be issued, the MPSC is required to make findings that recovery of the qualified costs will provide tangible and quantifiable benefits to customers. PA 142 requires Detroit Edison to retire debt and equity with the proceeds of securitization bonds. An annual reconciliation of securitization charges is also required by statute.
In an Application for a Financing Order filed July 5, 2000, Detroit Edison requested that the MPSC, as permitted by PA 142, make the necessary statutory findings and rulings to permit Detroit Edison to securitize certain qualified costs in the amount of $1.850 billion. These qualified costs include Fermi 2 costs, MPSC-approved restructuring costs, costs of certain regulatory assets, and electric choice implementation costs. In addition, the initial and periodic costs of issuance associated with securitization bonds, as well as the costs of retiring and refunding securities with the proceeds of securitization, are qualified costs. Buyout or buydown of power purchase contract costs, and employee retraining and transition costs, are also qualified costs, and may be included in a future filing.
By statute, the Application for a Financing Order is to be treated as an expedited contested case proceeding and the MPSC is to act upon such Application no later than 90 days after the electric utility filed its application.
The issuance of securitization bonds is expected to result in an overall revenue requirement reduction for Detroit Edison. Acting pursuant to PA 141, in an order issued June 5, 2000, the MPSC immediately reduced Detroit Edison’s residential electric rates by 5%, or approximately $65 million on an annual basis, and imposed a rate freeze for all classes of customers through 2003. Since rate reductions will be funded through securitization savings, Detroit Edison deferred $9 million for the residential rate reduction in the second quarter of 2000. Detroit Edison anticipates that a total of approximately $42 million will be deferred until securitization bonds are issued, which is expected to occur
17
by December 31, 2000. Savings resulting from securitization are, by statute, to be utilized as available in the following priority order: the 5% residential rate reduction, rate reductions for other customers up to 5%, funding of the low income/energy efficiency fund, and to pay for stranded and transition costs.
The legislation also contains provisions preventing rate increases for residential customers through 2005, for small business customers through 2004 and remaining business customers through 2003. Certain costs may be deferred after 2003 and during the period that rate increases are impermissible. This rate cap may be lifted when certain market test provisions are met, namely, an electric utility has no more than 30% of generation capacity in its market, with allowance for capacity needed to meet a utility’s responsibility to serve its customers. Statewide, multi-utility transmission system improvements are also required. If these market conditions and transmission improvements conditions are not met, the rate freeze may continue through 2013.
In addition, as a result of the legislation the Company must:
•
File an application to unbundle its commercial and industrial rates by June 5, 2001,
•
Join a FERC approved Regional Transmission Organization (RTO) or divest its interest in transmission by December 31, 2001,
•
Continue to provide service to customers who wish to take service from Detroit Edison, and
•
Establish a worker transition program for workers that might be displaced.
As a result of the legislation discussed above, in several orders issued on June 19, 2000, the MPSC determined that adjusting rates for changes in PSCR expenses through continuance of the PSCR clause would be inconsistent with the new statutes. Therefore, the MPSC dismissed Detroit Edison’s application for reconciliation of its 1999 PSCR revenues and expenses, its application for approval of its 2000 PSCR plan, and did not allow Detroit Edison to collect the 1998 PSCR underrecovery of $8.6 million plus accrued interest of $3.0 million. Detroit Edison reversed approximately $55 million of liabilities associated with the PSCR clause as of the effective date of the legislation. Parties have filed Claims of Appeal regarding the 1999 and 2000 PSCR issues with the Michigan Court of Appeals. The Company’s is not able to determine the timing or outcome of these proceedings.
Detroit Edison is unable to predict the outcome of the matters discussed herein. Resolution of these matters is dependent upon future MPSC orders which may impact the financial position of Detroit Edision.
NOTE 4 – SHAREHOLDERS’ EQUITY
The Company’s board of directors has authorized the repurchase of up to 10 million common shares, with the current program tentatively set to not exceed $100 million. Stock purchases are made from time to time on the open market or through negotiated transactions. All common stock repurchased will be canceled. During the first quarter ofsix month period ended June 30, 2000, the Company repurchased approximately 2.3 million shares at an aggregate cost of approximately $70 million.
18
NOTE 4 —5 – SHORT-TERM CREDIT ARRANGEMENTS AND BORROWINGS
     
At March 31,June 30, 2000, Detroit Edison had total short-term credit arrangements of approximately $496$506 million under which $116$182 million of commercial paper was outstanding. Additionally, Detroit Edison had a $200 million trade receivables sales agreement under which $200 million was outstanding at March 31,June 30, 2000.
     
At March 31,June 30, 2000, DTE Capital had $185$240 million of commercial paper outstanding. A $400 million short-term credit arrangement, backed by a Support Agreement from the Company, provided credit support for this commercial paper.
     
During the first quarter of 2000, plans were announced to discontinueterminate DTE Capital’sCapital’s operations. Subsequently, the Company assumed all of DTE Capital’s outstanding guarantees. Currently the Company is authorized to issue up to $350 million of new guarantees. At March 31,June 30, 2000, the Company had assumed all $165 million of DTE Capital’s
outstandingand/or issued guarantees of various consolidated affiliate obligations. The
remainderobligations of DTE Capital’s financial obligations are
expected to be assumed by the Company.

$225 million.
NOTE 5 —6 – FINANCIAL INSTRUMENTS
     
The Company has entered into a series of forward starting interest rate swaps and Treasury locks in order to limit the Company’sCompany’s sensitivity to interest rate fluctuations associated with its anticipated issuance of long-term debt to be used to finance the merger with MCN. The Company has designated these instruments as hedges. The Company expects to issue this debt 
16

Table of Contents
subsequent to the merger. At March 31, 2000, the Company had
 two classes of derivative financial instruments used to hedge
the anticipated issuance of long-term debt,The forward starting swaps, which include notional amounts of $250 million notional and $450 million notional in 5-year5 and 10-year forward starting swaps,maturities, respectively, and
$150 million notional 30-year Treasury locks. Thehave a weighted average interest rate for the 5-year, 10-yearof 7.55% and 7.61%, respectively. The Treasury locks, which include notional amounts of $50 million and $150 million in 10 and 30-year instruments are 7.5%, 7.56%maturities, respectively, have a weighted average interest rate of 6.01% and 6.24%6.26%, respectively. At March 31,June 30, 2000, the fair value of these derivative financial instruments indicated an unrealized loss of approximately $15$17 million. The unrealized loss is not reflected in the financial statements at March 31,June 30, 2000, but would be recognized as a deferred item upon issuance of the anticipated long-term debt. The deferred item would be amortized through interest expense over the life of the associated long-term debt as a yield adjustment. At May 11,
Trading activities of DTE Energy Trading, Inc. (DTE ET) are accounted for using the mark to market method of accounting. Net unrealized gains from such contracts were $18 million and $2 million at June 30, 2000 and June 30, 1999, respectively.
The Company’s non regulated energy marketing subsidiary enters into commitments to deliver electricity to retail customers outside southeast Michigan. To limit its exposure to price volatility on the fair valueelectricity it purchases to fulfill its commitments, it enters into forward purchase commitments with DTE ET. DTE ET also enters into forward purchase commitments with third parties to cover its commitments to deliver electricity to the energy marketing subsidiary. All such contracts have been designated as hedges of the anticipated sale of electricity to the energy marketing company and the retail customer, respectively. As such, unrealized gains on these derivativecontracts of $15 million have not been reflected in the consolidated financial instruments indicated an unrealized
gain of approximately $8.5 million.
statements at June 30, 2000.
19
NOTE 6 —7 – COMMITMENTS AND CONTINGENCIES
     
As discussed in the Company’s Annual Report, in July 1999, the ABATE made a filing with the MPSC indicating that Detroit Edison’sEdison’s retail rates produce approximately $333 million of excess revenues. Of this amount, approximately $202 million is related to ABATE’sABATE’s proposed reversal of the December 28, 1998 MPSC Order authorizing the accelerated amortization of Fermi 2. On March 17,June 19, 2000, the Administrative Law Judge issued hisMPSC dismissed with prejudice the complaint filed initially by ABATE in 1997 alleging that Detroit Edison’s rates produced excessive revenues. A Proposal for Decision (PFD) recommendingissued in March 2000 by an administrative law judge had recommended that Detroit Edison’sEdison’s electric rates be reduced by approximately $101.6 million. Of this
amount, $14.9 million is associatedIn dismissing the complaint, the MPSC indicated that adjusting rates would be inconsistent with PA 141. ABATE has filed a motion with the expiration ofMPSC requesting rehearing, asking that the storm damage amortization whichparties be allowed to address whether excess earnings can be used as an offset against, at least, electric choice implementation costs. The MPSC has already been reflected in
 rates effective January 1, 2000. The PFD recommended
lowering Detroit Edison’s authorized returnnot acted on equity to
10.5% from 11.0%. The PFD rejected ABATE’s proposal, also
supported by the Michigan Attorney General, to reverse the
December 28, 1998 Fermi 2 Amortization Order. A final
order has yet to be issued by the MPSC.motion. The Company is unable to predict the outcome of this proceeding.
As discussed in the Annual Report, the EPA has issued ozone transport regulations, final new air quality standards relating to ozone and particulate air pollution and a SIP (State Implementation Plan) call giving states a year to develop new regulations to limit nitrogen oxide (NOx) emissions because of their contribution to ozone formation. In June 2000, the U.S. Court of Appeals refused to rehear a decision upholding the SIP call. The State of Michigan has indicated its intention to appeal the decision to the U.S. Supreme Court. Unless it is reversed, it is estimated that Detroit Edison will incur approximately $400 million in capital expenditures to comply. Under the recently enacted Michigan electric restructuring legislation, beginning January 1, 2004, annual return of and on this capital expenditure would be deferred until after the expiration of the rate cap period presently expected to end December 31, 2005.
NOTE 7 —8 – SEGMENT AND RELATED INFORMATION
     
The Company’sCompany’s reportable business segment is its electric utility, Detroit Edison, which is engaged in the generation, purchase, transmission, distribution and sale of electric energy in a 7,600 square mile area in Southeastern Michigan. All Other includes non-regulated energy-related businesses and services, which develop and manage electricity and other energy-related projects, and engage in domestic energy trading and marketing. Inter-segment revenues are not material. Income taxes are allocated based on intercompany tax sharing agreements, which generally allocate the tax benefit of alternativealternate fuels tax credits and accelerated depreciation to the respective subsidiary, without regard to the subsidiary’ssubsidiary’s own net income or whether such tax benefits are realized by the Company. Financial data for business segments are as follows:
20
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Electric
All
Reconciliations
Utility
Other
and Eliminations
Consolidated
(Millions)

	Three Months Ended March 31, 2000

	Operating revenues
$
949
$
233
$
—
$
1,182

	Net income
97
22
(2
)
117

	Three Months Ended March 31, 1999

	Operating revenues
$
911
$
113
$
—
$
1,024

	Net income
104
14
(3
)
115
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Electric
All
Reconciliations
Utility
Other
and Eliminations
Consolidated
Three Months Ended June 30, 2000
(Millions)
Operating revenues
$
1,071
$
357
$
—
$
1,428
Net income
91
22
(5
)
108
Six Months Ended June 30, 2000
Operating revenues
$
2,020
$
590
$
—
$
2,610
Net income
188
44
(7
)
225
Three Months Ended June 30, 1999
(Millions)
Operating revenues
$
1,006
$
144
$
—
$
1,150
Net income
107
10
(7
)
110
Six Months Ended June 30, 1999
Operating revenues
$
1,917
$
257
$
—
$
2,174
Net income
211
24
(10
)
225
           This Quarterly Report on Form 10-Q, including the report of Deloitte && Touche LLP (on page 18)22) will automatically be incorporated by reference in the Prospectuses constituting part of the Registration Statements on Form S-3 (Registration Nos. 33-53207, 33-64296 and 333-65765) of The Detroit Edison Company and Form S-8 (Registration No. 333-00023), Form S-4 (Registration No. 333-89175) and Form S-3 (Registration No. 33-57545) of DTE Energy Company, filed under the Securities Act of 1933. Such report of Deloitte && Touche LLP, however, is not a “report”“report” or “part“part of the Registration Statement”Statement” within the meaning of Sections 7 and 11 of the Securities Act of 1933 and the liability provisions of Section 11(a) of such Act do not apply.
17

21
Table of Contents
Independent Accountants’Accountants’ Report
      To the Board of Directors and Shareholders of DTE Energy Company and 
The Detroit Edison Company
           We have reviewed the accompanying condensed consolidated balance sheets of DTE Energy Company and subsidiaries and of The Detroit Edison Company and subsidiaries as of March 31,June 30, 2000, and the related condensed consolidated statements of income for the three-month and six-month periods ended June 30, 2000 and 1999, the condensed consolidated statements of cash flows for the three-monthsix-month periods ended March 31,June 30, 2000 and 1999, and the condensed consolidated statements of changes in shareholders’shareholders’ equity for the three-monthsix-month period ended March 31,June 30, 2000. These financial statements are the responsibility of DTE Energy Company’sCompany’s management and of The Detroit Edison Company’sCompany’s management.
           We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
           Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
           We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheets of DTE Energy Company and subsidiaries and of The Detroit Edison Company and subsidiaries as of December 31, 1999, and the related consolidated statements of income, changes in shareholders’shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated January 26, 2000, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheets as of December 31, 1999 is fairly stated, in all material respects, in relation to the consolidated balance sheets from which it has been derived.
DELOITTE && TOUCHE LLP
Detroit, Michigan

 May 12,August 9, 2000
18


22
Table
Item 2 – Management’s Discussion and Analysis of Contents
Financial Condition and
Results of Operations.
 
Item 2 — 
Management’s Discussion and Analysis of Financial
	Condition and Results of Operations.
     
This analysis for the three and six months ended March 31,June 30, 2000, as compared to the same periodperiods in 1999, should be read in conjunction with the condensed consolidated financial statements (unaudited), the accompanying Notes, the Quarterly Report Notes and the Annual Report Notes.
     
Detroit Edison is the principal operating subsidiary of the Company and, as such, unless otherwise identified, this discussion explains material changes in results of operations of both the Company and Detroit Edison and identifies recent trends and events affecting both the Company and Detroit Edison.
GROWTH
     
As discussed in the Annual Report, in order to sustain earnings growth with an objective of 6% growth annually, the Company and Detroit Edison have developed a business strategy focused on core competencies, consisting of expertise in developing, managing and operating energy assets, including coal sourcing, blending and transportation skills.
     
As discussed in Note 2, the Company and MCN have entered into a merger agreement. The Company expects that completion of the merger will result in the issuance of approximately 30 million shares of its common stock and approximately $1.4 billion in external financing. The merger is expected to create a fully integrated electric and natural gas company that is expected to strongly support the Company’sCompany’s commitment to a long-term earnings growth rate of 6%. The merger is expected to permit the Company to be responsive to competitive pressures. The external financing needs of the merger may create a sensitivity to interest rate changes; and the Company will need to successfully integrate the two operations in order to be able to service the expected debt requirements and achieve aggregate operating cost reductions. The delay in the receipt of regulatory approvals may impact the accretive effect on earnings in 2001 resulting from the proposed transaction. See Note 52 and 6 for further discussion of the pending DTE/MCN merger and the financial instruments used to hedge the interest rate risk associated with financing the merger.
The Company’s earnings are largely dependent upon the earnings of Detroit Edison and the utilization of alternate fuels tax credits generated from non-regulated businesses. Securitization, discussed in Note 3, is expected to reduce Detroit Edison’s earnings, which may impact the Company’s ability to utilize all future available alternate fuels tax credits.
23
ELECTRIC INDUSTRY RESTRUCTURING
     
Various bills have been introducedMichigan’s Customer Choice and proposedElectricity Reliability Act
See Note 3 for introduction
at the federal leveldiscussion of Public Acts 141 and in the Michigan Legislature addressing
competition in the electric markets. The Company142 of 2000 (PA 141 and Detroit
Edison are reviewing these bills and continue to work with the
parties involved to develop proposals that are fair for the
Company and its shareholders. While the impacts of the adoption
and implementation of one or more of these legislative proposals
are unknown, they may include generation divestiture,
securitization, and possible reductions in rates and earnings. In
 the meantime, Detroit Edison is voluntarily proceeding with the
implementation of Electric Choice as provided for in MPSC Orders
and pursuing the recovery of stranded costs.

     PA 142), new legislation signed into effect on June 3, 2000 by Michigan Governor John Engler hasEngler.
Michigan Public Service Commission
The MPSC ordered Detroit Edison to file by September 20, 2000 revised tariffs governing both the experimental and the main electric choice programs, with any revisions that are appropriate to comply with PA 141 and PA 142, and to remedy problems that customers have experienced thus far. The MPSC will then conduct a contested case proceeding to resolve any issues.
Federal Energy Regulatory Commission
On May 18, 2000, the FERC issued an order in response to the filing that the Alliance RTO, which includes Detroit Edison, made on February 17, 2000. The order indicated that the compliance filing does not fully satisfy the requirements of the original order, and directed the Alliance to make additional filings, but did not set any filing deadlines. The FERC indicated that the Alliance still did not meet the independence requirements with its governance structure, and reserved the judgement on the rate design and scope and configuration until further detail is provided in future filings.
On June 29, 2000, the FERC approved Detroit Edison’s May 4, 2000 request to transfer its transmission facilities and agreements to a subsidiary, the International Transmission Company (ITC). The disposition is intended to be a first step in the Detroit Edison’s efforts to divest the transmission business to an entity qualified to join an RTO. On July 28, 2000, ITC filed an application with the FERC for transmission rate treatment, pursuant to the FERC’s Order 2000. The application proposed a rate moratorium based upon the Michigan electric
restructuring legislation. If adopted, this legislation would
allow forlegislative rate freeze and the full and immediate recoverytransmission component of Detroit Edison’s stranded costs through securitization.Edison’s formerly bundled retail rates. The seriesrate would yield a revenue level of bills proposed by the Governor include a rate reduction. The
Governor has indicated his intentapproximately $138 million annually, and is subject to seek the adoption of this
legislation by June 2000.

refund if certain independence and RTO compliance conditions are not met.
LIQUIDITY AND CAPITAL RESOURCES
Cash From Operating Activities
     
Net cash from operating activities increasedwas lower for the Company due primarily to decreasesincreases in accounts receivable and changes in other current
assets and liabilities.
Net cash from operating activities was lower for Detroit Edison due primarily to decreased net income and changes in other assets and liabilities.
24
Cash Used for Investing Activities
     
Net cash used for investing activities was higher for the Company due to increased non-regulated plant and equipment expenditures.
Net cash used for investing activities was lower for Detroit Edison due to decreased plant and equipment expenditures.
Cash Used for Financing Activities
     
Net cash used for financing activities was lower for the Company due primarily to the issuance of long-term debt and increased short-term borrowings, partially offset by the redemption of common stock.

stock and long-term debt.
     
Net cash used for financing activities was higher for Detroit Edison due primarily to decreasedincreased redemptions of long-term debt and reduced short-term borrowings.

19


Tableborrowings, partially offset by the issuance of Contents
long-term debt.
Detroit Edison has called for redemption, on September 1, 2000, all outstanding County of Monroe, Michigan Series I-1990 Pollution Control Revenue Bonds ($50,745,000, 7.65%) at a price of 102%. These bonds are to be refinanced with an issue of tax exempt bonds by the Michigan Strategic Fund.
RESULTS OF OPERATIONS
     
For the three months ended March 31,June 30, 2000, the Company’sCompany’s net income was $117$108 million or $0.81$0.76 per common share as compared to $110 million or $0.76 per common share during the same period in 1999. For the six months ended June 30, 2000, net income was $225 million or $1.57 per common share compared to $115$225 million or $0.79$1.55 per common share forduring the three months ended March 31,same period in 1999.
     
The 2000 three-monththree and six months earnings were higher thanremained relatively stable compared to 1999 due to increased earnings resulting from increased utilization of tax
credits generated by non-regulated businesses and increasedhigher electric system sales and the effects of the June 2000 legislation and corresponding MPSC orders, offset by higher unit fuel costs and increased energy purchases. Operating expenses were higher due to a catastrophic storm in the commercialMay 2000, increased generation and industrial sectors,system maintenance and merger expenses, partially offset by costs relatedYear 2000 testing and remediation expenses included last year. In addition, the Company’s non-regulated subsidiaries contributed higher earnings in the three and six months periods compared to the acquisition of MCN.

1999. A share repurchase program in 2000 accounted for slight differences in year over year earnings per common share amounts.
25
Operating Revenues
     
Operating revenues were $1.18$2.61 billion, up approximately 15%20% from 1999 operating revenues of $1.02$2.17 billion. Operating revenues increased (decreased) due to the following:
 
 
 
 
 
 
 
2000
(Millions)

	Detroit Edison

	Rate change
$
4

	System sales volume and mix
36

	Wholesale sales
(7
)

	Other — net
5

	Total Detroit Edison
38

	Non-regulated

	DTE Energy Resources
26

	DTE Energy Trading
99

	Other — net
(5
)

	Total Non-Regulated
120

	Total
$
158
 
 
 
 
 
 
 
 
 
 
 
 
Three Months
Six Months
(Millions)
Detroit Edison
Rate change
$
9
$
13
System sales volume and mix
12
49
Cessation of PSCR mechanism
55
55
Wholesale sales
(3
)
(10
)
Other — net
(8
)
(4
)
Total Detroit Edison
65
103
Non-regulated
DTE Energy Resources (excluding DTE Energy Trading)
16
42
DTE Energy Trading
194
293
Other — net
3
(2
)
Total Non-Regulated
213
333
Total
$
278
$
436
           Detroit Edison kWh sales increased (decreased) as compared to the prior year as follows:
 
 
 
 
 
 
Three
Months

	Residential
(0.1
)%

	Commercial
3.3

	Industrial
11.6

	Other (includes primarily sales for resale)
3.8

	Total System
4.7

	Sales between utilities
(58.4
)

	Total
(0.5
)
 
 
 
 
 
 
 
 
 
 
Three
Six
Months
Months
Residential
1.0
%
0.4
%
Commercial
(2.2
)
0.4
Industrial
7.6
9.5
Other (includes primarily sales for resale)
3.7
3.7
Total System
1.8
3.3
Wholesale sales
(67.4
)
(61.1
)
Total
(2.2
)
(1.3
)
Operating Expenses
Fuel and Purchased Power
     
Fuel and purchased power expense increased for the Company due primarily to non-regulated subsidiary expenses, principally energy trading operations. Detroit Edison
26
fuel and purchased power expense increased due to increased purchases of higher cost
 power and higher system output.energy. The increased costs are partially offset by lower coal and nuclear generation due to increased plant
maintenance and decreased usage of high cost gas and oil
generation units.

costs.
20


Table of Contents
     
System output and average fuel and purchased power unit costs for Detroit Edison were as follows:
 
 
 
 
 
 
 
 
 
 
Three Months
2000
1999
(Thousands of
MWh)

	Power plant generation

	Fossil
9,856
10,474

	Nuclear
2,389
2,399

	Purchased power
1,972
1,331

	System output
14,217
14,024

	Average unit cost ($/ MWh)

	Generation
$
12.72
$
12.34

	Purchased power
$
28.98
$
25.01
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months
Six Months
2000
1999
2000
1999
(Thousands of MWh)
Power plant generation
Fossil
10,036
9,700
19,893
20,174
Nuclear
963
2,252
3,352
4,651
Purchased power
3,246
2,442
5,218
3,773
System output
14,245
14,394
28,463
28,598
Average unit cost ($/MWh)
Generation
$
15.30
$
12.49
$
14.23
$
12.39
Purchased power
$
49.44
$
46.09
$
41.71
$
38.65
Operation and Maintenance
     
The Company’sCompany’s operation and maintenance expenses were higher
 by $30 million. Higher non-regulated expenses of
$27 million wereincreased for the three and six month periods due primarily to an increased level of
operations. Higher Detroit Edison expenses of $3 million
were due primarily to increased system and customer enhancements
($8 million), costs associated with the pending MCN merger
($6 million), generation reliability and maintenance
($3 million), and other expenses ($4 million),
partially offset by Year 2000 testing and remediation expenses
included last year ($18 million).

following:
 
 
 
 
 
 
 
 
 
 
Three
Six
Months
Months
(Millions)
Detroit Edison
May 2000 catastrophic storm
$
13
$
13
Merger
7
13
Generation reliability and maintenance
5
9
System and customer enhancements
—
8
General and administrative
3
5
Year 2000
(17
)
(35
)
Other
—
1
11
14
Non-regulated subsidiaries
Increased level of operations and addition of new businesses
11
38
$
22
$
52
Depreciation and Amortization
     
Depreciation and amortization expense was higher due to higher levels of plant in service and the accelerated amortization of regulatory assets associated with unamortized nuclear costs.
Income Taxes27
     
Income tax expense for the Company decreased due primarily to
increased utilization of alternate fuels credits generated from
non-regulated businesses.

FORWARD-LOOKING STATEMENTS
           Certain information presented herein is based on the expectations of the Company and Detroit Edison, and, as such, is forward-looking. The Private Securities Litigation Reform Act of 1995 encourages reporting companies to provide analyses and estimates of future prospects and also permits reporting companies to point out that actual results may differ from those anticipated.
           Actual results for the Company and Detroit Edison may differ from those expected due to a number of variables including, but not limited to, interest rates, the level of borrowings, weather, actual sales, changes in the cost of fuel and purchased power due to cessation of the PSCR mechanism, the effects of competition and the phased-in implementation of Electric Choice, the implementation of utility restructuring in Michigan (which involves pending and proposed regulatory and legislative proceedings, the recovery of stranded costs, and possible reductions in rates and earnings), environmental and nuclear requirements, the impact of FERC proceedings and regulations, and the success of non-regulated lines of business. In addition, expected results will be affected by the Company’sCompany’s pending merger with MCN. While the Company and Detroit Edison believe that estimates given accurately measure the expected outcome, actual results could vary materially due to the variables mentioned, as well as others.
28
Item 3 —– Quantitative and Qualitative Disclosures About Market Risk.
Interest Rate RiskINTEREST RATE RISK
     
The Company is subject to interest rate risk in conjunction with the anticipated issuance of long-term debt to be used to finance the merger with MCN. The Company’sCompany’s exposure to interest rate risk arises from market fluctuations in interest rates until the date of the anticipated debt issuance. In order to limit the sensitivity to interest rate fluctuations, the Company has entered into a series of forward starting 
21


Table of Contents
interest rate swaps and Treasury locks.locks and designated such instruments as hedges. See Note 56 for further discussion of these derivative financial instruments.
     
A sensitivity analysis model was used to calculate the fair values of the Company’sCompany’s derivative financial instruments, utilizing applicable market interest rates in effect at March 31,June 30, 2000. The sensitivity analysis involved increasing and decreasing the market rates by a hypothetical 10% and calculating the resulting change in the fair values of the interest rate sensitive instruments. The favorable (unfavorable) changes in fair value are as follows:
 
 
 
 
 
 
 
 
 
 
Assuming
Assuming
A 10%
A 10%
Increase in
Decrease in
Rates
Rates
(Millions)

	Interest Rate Risk

	Interest Rate Sensitive

	Forward Starting Swap — 5-year
9.1
(5.9
)

	                         — 10-year
26.4
(17.2
)

	Treasury Lock — 30-year
14.3
(10.7
)
 
 
 
 
 
 
 
 
 
 
 
Assuming A 10%
Assuming A 10%
Increase in Rates
Decrease in Rates
(Millions)
Interest Rate Risk
Interest Rate Sensitive
Forward Starting Swap – 5-year
$
6.7
$
(7.7
)
    – 10-year
20.4
(32.7
)
Treasury Lock – 10-year
2.0
(2.1
)
    – 30-year
11.6
(12.9
)
22

MARKET RISK
The Company measures the risk inherent in DTE Energy Trading, Inc.’s (DTE ET) portfolio utilizing VaR analysis and other methodologies, which simulate forward price curves in electric power markets to quantify estimates of the magnitude and probability of potential future losses related to open contract positions. DTE ET’s VaR expresses the potential loss in fair value of its forward contract and option position over a particular period of time, with a specified likelihood of occurrence, due to an adverse market movement. The Company reports VaR as a percentage of its earnings, based on a 95% confidence interval, utilizing 10 day holding periods. As of June 30, 2000, the Company’s VaR from its power marketing and trading activities was less than 1% of the Company’s consolidated “Income Before Income Taxes” for the six month period ended June 30, 2000. The VaR model uses the variance-covariance statistical modeling technique, and implied and historical volatilities and correlations over the past 20 day period. The estimated market prices used to value these transactions for VaR purposes reflect the use of established pricing models and various factors
29
Table
including quotations from exchanges and over-the-counter markets, price volatility factors, the time value of Contents
money, and location differentials. For further information, see the Company’s and Detroit Edison’s Note 6 – Financial Instruments.
30



QUARTERLY REPORT ON FORM 10-Q FOR DTE ENERGY COMPANY



PART II —— OTHER INFORMATION



Item 4 — Submission of Matters to a Vote of Security Holders.
(a)
The annual meeting of the holders of Common Stock of the Company was held on April 14, 2000. Proxies for the meeting were solicited pursuant to Regulation 14(a).
(b)
There was no solicitation in opposition to the Board of Directors’ nominees, as listed in the proxy statement, for directors to be elected at the meeting and all such nominees were elected.
The terms of the previously elected seven directors listed below continue until the annual meeting dates shown after each name:
Terence E. Adderley
April 25, 2001
Anthony F. Earley, Jr.
April 25, 2001
Allan D. Gilmour
April 25, 2001
Theodore S. Leipprandt
April 25, 2001
Lillian Bauder
April 24, 2002
David Bing
April 24, 2002
Larry G. Garberding
April 24, 2002
(c)
At the annual meeting of the holders of Common Stock of the Company held on April 14, 2000, the following four directors were elected to serve until the annual meeting in the Year 2003 with the votes shown:
 
 
 
 
 
 
 
 
 
Total Vote
Total Vote
Withheld
For Each
from Each
Director
Director
William C. Brooks
108,382,802
2,670,280
John E. Lobbia
108,391,253
2,670,446
Eugene A. Miller
108,541,071
2,512,011
Charles W. Pryor, Jr.
108,518,183
2,534,899
Shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the year 2000 with the votes shown:
 
 
 
 
 
 
 
 
 
For
Against
Abstain
109,528,607
493,909
1,032,720
      There were no Shareholder proposals.
31
(d) Not applicable.
Item 5 —— Other Information.
     
Effective March 22,DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
On February 23, 2000 and April 14, 2000, Theodore
J. Vogel was elected Vice President and Assistant Controller,
respectively,the Company’s Board of Directors passed a resolution that set the Company and Detroit Edison. From 1997 to
2000, he was Vice President — Taxes and Tax Counselnumber of CMS Energy Corporation. He previously served as Director of
Corporate Taxes and Tax Counsel from 1987 to 1997.

directors on the Board at 11 members.
     
David E. Meador has beenwas elected Senior Vice President and Treasurer, effective May 15, 2000. From 1995 to 1997, he was Manager, Financial and Cost Management Strategy for Chrysler Corporation. He joined the Company in 1997 as Vice President and Controller and was elected Vice President of Finance and Accounting in May 1999.
23


On May 15, 2000, Leslie L. Loomans, Vice President and Treasurer, retired from the Company.
32
Table of Contents



QUARTERLY REPORT ON FORM 10-Q FOR THE DETROIT EDISON COMPANY
PART I —— FINANCIAL INFORMATION



Item 1 —– Condensed Consolidated Financial Statements (Unaudited).
     
See pages 11 through 15.




Results of Operations." -->
Item 2 — Management’s– Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
See the Company’s and Detroit Edison’s “Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations.
     
See the Company’s and Detroit Edison’s
“Item 2 — Management’s Discussion and
Analysis of Financial Condition and Results of Operations,”” which is incorporated herein by this reference.



PART II —— OTHER INFORMATION



Item 1 — Legal Proceedings.
5 – Other Information.
     
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
On February 25,23, 2000 Ricci, et al v. Detroit EdisonEdison’s Board of Directors passed a resolution which set the number of directors on the Board at 11 members.
Douglas R. Gipson was filed in the U.S. Federal District Courtelected Executive Vice President and Chief Nuclear Officer for the
Eastern District of Michigan. The complaint alleges that Detroit Edison, employees formerly employed by contractorseffective May 15, 2000. He was elected Senior Vice President – Nuclear Generation in April 1993.
William T. O’Connor was elected a Vice President of Detroit Edison should be treated as if theyeffective May 15, 2000. From 1995 to 1998, he was Nuclear Assessment Manager at Fermi 2 Power Plant. He was elected Assistant Vice President in 1998.
See the Company’s “Item 5 – Other Information, Directors and Executive Officers of the Registrant” for information concerning David E. Meador and Leslie L. Loomans.
OTHER
On June 19, 2000, the MPSC established a timetable for comments on applicable service quality and reliability standards for electric utility transmission and distribution systems, consistent with PA 141. The MPSC allowed interested parties to comment on the MPSC Staff’s May 1, 2000 Electric Distribution System Performance Standards proposal. Response comments are entitleddue August 18, 2000. With regard to various
retirement benefits under ERISAtransmission system reliability, the Staff is required to consult with electric utilities operating in Michigan, customer groups, and other benefits that have been
 availablerelevant stakeholders, and file a final report by November 1, 2000.
33
On June 19, 2000, the MPSC initiated a case to Detroit Edison employees.establish standards for the interconnection of merchant plants with the transmission and distribution systems of electric utilities, consistent with PA 141. The complaint also seeks
class action certification. Detroit Edison believes this matterStaff is without merit.

     
As discussed in Item 3 — Legal Proceedings of
Detroit Edison’s Annual Report,to consult with utilities, merchant plant owners and operators, and other relevant stakeholders to develop recommendations. The Staff is to file a lawsuit pending in the
Circuit Court for Wayne County, Michigan (Coch, et al v.
Detroit Edison) seeks class action certification for
claims of employment-related sex, gender and race discrimination
and harassment. In March 2000, Lotharp, et al v. 
Detroit Edison was filed in the Circuit Court for Wayne
County, Michigan claiming that certain of Detroit Edison’s
employment testing programs discriminated against African
American, women and race/ethnic applicants, with Plaintiffs
seeking to represent such group. A hearing on the Coch request
for class action certification has not yet been held. Detroit
Edison believes that the claims made in both lawsuits are without
 merit and that class action certification is not appropriate.




Item 5 — Other Information.
     
On February 8, 2000, Detroit Edison filed a capacity planfinal report with the MPSC outlining its plans assessing its generation and
transmission capacity for the summer and identified its plans for
 meeting the demand of its electric customers. The plan indicated
 that Detroit Edison has added additional generating capacity
since the beginning of last summer, that DTE River Rouge Unit
No. 1, LLC (DTE River Rouge) will refurbish River Rouge Unit
 No. 1, that Detroit Edison has acquired firm transmission
capacity within the region, and that it plans to purchase
approximately 2,100 MW of additional capacity from other
suppliers.

by October 2, 2000.
     
On March 6, 2000, DTE River Rouge filed for Exempt Wholesale
 Generator (EWG) status with the FERC. On April 11,May 17, 2000, the FERC approved this request. Additionally,accepted DTE River Rouge filed for approval from the FERCRouge’s request to sell energy and
capacity from DTE River Rougepower at market based rates, and requested expedited consideration by the FERC. On March 27,
2000,rejected Nordic Electric protested the request,Electric’s complaint alleging that Detroit Edison and its affiliates plan to deter competition by blocking alternatives to power sales. The FERC rejected the Company and certain affiliates areallegations that the company is engaging in practices that
deter competition. On April 27, 2000, DTE River Rouge filed
an answer denying the claims made by Nordic Electric.

     
On March 31, 2000, Nordic Electric filed a complaint with
the FERC against Detroit Edison, DTE Energy, DTE River Rouge, and
 DTE Energy Trading alleging that the Company istransmission hoarding,
transmission capacity, that the pending merger with MCN may
increase its market power, and that the transfersale of facilities by Detroit Edison to DTE River Rouge is illegal underviolates Section 203 of the Federal Power Act. On April 14,
2000,
See the CompanyFederal Energy Regulatory Commission section of Management’s Discussion and certain affiliates filed an answer and a
motion to dismissAnalysis for discussion of the complaint.

     
On March 14, 2000, the MPSC approved a settlement agreement
that provides for a program of system improvements designed to
address areas in Detroit Edison’s service territory that
have been subject to severe storm damage and multiple outages.
Detroit Edison will undertake improvement projectsfiling made on specific
circuits.

     
On May 1, 2000, the MPSC Staff issued a report proposing
electric distribution performance standards that would apply to
Michigan utilities including Detroit Edison. The Staff indicated
that these proposed standards represent achievable goals within
current utility rates. The Staff proposed that quarterly reports
be filed with the MPSC and that a twelve-month rolling average of
 data will be used to determine

24


Table of Contents

compliance with the standards. If the rolling average is not met,
 Staff recommends, after notice and hearing, that reductions in
rates be imposed for a period of time equal to the time of
non-compliance or until the non-compliance is corrected. The
amount or reductions would be equal to 1 mill/kwh for all
energy sold, or a minimum of $1 per customer per month.
     
On March 31, 2000, Detroit Edison filed for reconciliation
of its MPSC jurisdictional 1999 PSCR revenues and expenses.
Detroit Edison, in a filing on AprilJuly 28, 2000 indicated
that an over recovery of $12.2 million, including interest,
existed, and when coupled with a Fermi 2 performance
standard credit of $19.0 million, a net amount of
$31.2 million should be refunded to customers. This refund
was accrued for in a prior year.

     
On March 31, 2000, Detroit Edison filed with the MPSC for
recovery of $21 million of costs incurred in 1999 that were
associated with the implementation of the Electric Choice
program. Detroit Edison continues to estimate that expenditures
of up to $120 million may be required through 2001 to fully
implement the program.

     
On April 5, 2000, Energy Michigan filed with the MPSC to
reopen the Fermi 2 Amortization case, raising similar issues
 that Nordic Electric raised in the complaint filed at the FERC.
Energy Michigan alleges that Detroit Edison has violated its
commitment to implement Electric Choice, and requests that a
hearing be conducted before the full MPSC. Energy Michigan
alleges that Detroit Edison is monopolizing available electric
import capability from other United State utilities, and is
refusing to allow Nordic Electric to import electric supplies
from Ontario Hydro. Detroit Edison believes that the allegations
are without merit.

     
On April 15, 2000, First Chicago Trust Company of New York
was appointed Trustee under the Detroit Edison Mortgage and Deed
of Trust and Bank One Trust Company, National Association was
appointed Trustee under the Detroit Edison Collateral Note
Indenture.

     
On May 6, 2000, Detroit Edison filed an application with the FERC to createby International Transmission Company (ITC), a new wholly owned transmission subsidiary. The
filing requests FERC authorization for transfer of Detroit
Edison’s transmission system (net book value of
approximately $400 million) into the new subsidiary. Upon
approval by FERC, Detroit Edison will transfer 100 percent
ownership interest in substantially all of its integrated
transmission business assets and facilities with voltage ratings
of 120 kilovolts (kV) or above to the transmission
subsidiary. The new company will also take over Detroit
Edison’s responsibilities related to open access
transmission service.

25


34
Table of Contents



QUARTERLY REPORTS ON FORM 10-Q FOR

DTE ENERGY COMPANY AND THE DETROIT EDISON COMPANY



      Item 6 —– Exhibits and Reports on Form 8-K.
(a) Exhibits
      (a)  Exhibits

     
(i)  Exhibits filed herewith.
 
      Exhibit Number
 
 
 
11-19 -
DTE Energy Company Basic and Diluted Earnings Per Share of Common Stock.
 
12-24 -
DTE Energy Company Computation of Ratio of Earnings to Fixed Charges.
 
12-25 -
The Detroit Edison Company Computation of Ratio of Earnings to Fixed Charges.
 
Exhibit15-14 -
Awareness Letter of Deloitte & Touche LLP regarding their report dated August 9, 2000.
27-35 -
Financial Data Schedule for the period ended June 30, 2000 for DTE Energy Company.
27-36 -
Financial Data Schedule for the period ended June 30, 2000 for The Detroit Edison Company.
(ii)
Exhibits incorporated herein by reference.
Number
2(a) -
4-206

	—

	Supplemental Indenture,Agreement and Plan of Merger, among DTE Energy, MCN Energy Group, Inc. and DTE Enterprises, Inc., dated as of April 15, 2000,
	appointing First Chicago TrustOctober 4, 1999 and amended as of November 12, 1999. (Exhibit 2-1 to Form 10-K for the year ended December 31, 1999.)
3(a) -
Amended and Restated Articles of Incorporation of DTE Energy Company Energy Company dated December 13, 1995. (Exhibit 3-5 to Form 10-Q for quarter ended September 30, 1997.)
3(b) -
Certificate of New York as
	Trustee under theDesignation of Series A Junior Participating Preferred Stock of DTE Energy Company. (Exhibit 3-6 to Form 10-Q for quarter ended September 30, 1997.)
35
3(c) -
Restated Articles of Incorporation of Detroit Edison, as filed December 10,1991 with the State of Michigan, Department of Commerce - Corporation and Securities Bureau (Exhibit 3-13 to Form 10-Q for quarter ended June 30, 1999.)
3(d) -
Articles of Incorporation of DTE Enterprises, Inc. (Exhibit 3.5 to Registration No. 333-89175.)
3(e) -
Rights Agreement, dated as of September 23, 1997, by and between DTE Energy Company and The Detroit Edison Company, as Rights Agent (Exhibit 4-1 to DTE Energy Company Current Report on Form 8-K, dated September 23, 1997.)
3(f) -
Agreement and Plan of Exchange (Exhibit 1(2) to DTE Energy Form 8-B filed January 2, 1996, File No. 1-11607.)
3(g) -
Bylaws of DTE Energy Company, as amended through September 22, 1999. (Exhibit 3-3 to Registration No. 333-89175.)
3(h) -
Bylaws of The Detroit Edison Company, as amended through September 22, 1999. (Exhibit 3-14 to Form 10-Q for quarter ended September 30, 1999.)
3(i) -
Bylaws of DTE Enterprises, Inc. (Exhibit 3.6 to Registration No. 333-89175.)
4(a) -
Mortgage and Deed of Trust, dated as of October 1, 1924.1924, between Detroit Edison (File No. 1-2198) and Bankers Trust Company as Trustee (Exhibit B-1 to Registration No. 2-1630) and indentures supplemental thereto, dated as of dates indicated below, and filed as exhibits to the filings as set forth below:
September 1, 1947
4-207Exhibit B-20 to Registration No. 2-7136
November 15, 1971
Exhibit 2-B-38 to Registration No. 2-42160
January 15, 1973

	—Exhibit 2-B-39 to Registration No. 2-46595
June 1, 1978
Exhibit 2-B-51 to Registration No. 2-61643
June 30, 1982
Exhibit 4-30 to Registration No. 2 78941
August 15, 1982
Exhibit 4-32 to Registration No. 2-79674
October 15, 1985
Exhibit 4-170 to Form 10-K for year ended December 31, 1994
November 30, 1987
Exhibit 4-139 to Form 10-K for year ended December 31, 1992
July 15, 1989
Exhibit 4-171 to Form 10-K for year ended December 31, 1994
36
December 1, 1989
Exhibit 4-172 to Form 10-K for year ended December 31, 1994
February 15, 1990
Exhibit 4-173 to Form 10-K for year ended December 31, 1994
April 1, 1991
Exhibit 4-15 to Form 10-K for year Ended December 31, 1996
November 1, 1991
Exhibit 4-181 to Form 10-K for year ended December 31, 1996
January 15, 1992
Exhibit 4-182 to Form 10-K for year ended December 31, 1996
February 29, 1992
Exhibit 4-187 to Form 10-Q for Quarter ended March 31, 1998
April 15, 1992
Exhibit 4-188 to Form 10-Q for quarter ended March 31, 1998
July 15, 1992
Exhibit 4-189 to Form 10-Q for Quarter ended March 31, 1998
July 31, 1992
Exhibit 4-190 to Form 10-Q for quarter ended September 30, 1992
January 1, 1993
Exhibit 4-131 to Registration No. 33 56496
March 1, 1993
Exhibit 4-191 to Form 10-Q for quarter ended March 31, 1998
March 15, 1993
Exhibit 4-192 to Form 10-Q for Quarter ended March 31, 1998
April 1, 1993
Exhibit 4-143 to Form 10-Q for quarter ended March 31, 1993
April 26, 1993
Exhibit 4-144 to Form 10-Q for quarter ended March 31, 1993
May 31, 1993
Exhibit 4-148 to Registration No. 33 64296
June 30, 1993
Exhibit 4-149 to Form 10-Q for quarter ended June 30, 1993 (1993 Series AP)
June 30, 1993
Exhibit 4-150 to Form 10-Q for quarter ended June 30, 1993 (1993 Series H)
September 15, 1993
Exhibit 4-158 to Form 10-Q for quarter ended September 30, 1993
March 1, 1994
Exhibit 4-163 to Registration No. 33-53207
June 15, 1994
Exhibit 4-166 to Form 10-Q for quarter ended June 30, 1994
37
August 15, 1994
Exhibit 4-168 to Form 10-Q for quarter ended September 30, 1994
December 1, 1994
Exhibit 4-169 to Form 10-K for year ended December 31, 1994
August 1, 1995
Exhibit 4-174 to Form 10-Q for quarter ended September 30, 1995
August 1, 1999
Exhibit 4-204 to Form 10-Q for quarter ended September 30, 1999
August 15, 1999
Exhibit 4-205 to Form 10-Q for quarter ended September 30, 1999
January 1, 2000
Exhibit 4-205 to Form 10-K for year ended December 31, 1999
April 15, 2000
Exhibit 206 to Form 10-Q for quarter ended March 31, 2000.
4(b) -
Collateral Trust Indenture (notes), dated as of
June 30, 1993 (Exhibit 4-152 to Registration No. 33-50325).
4(c) -
First Supplemental Note Indenture, dated as of
June 30, 1993 (Exhibit 4-153 to Registration No. 33-50325).
4(d) -
Second Supplemental Note Indenture, dated as of
September 15, 1993 (Exhibit 4-159 to Form 10-Q for quarter
ended September 30, 1993).
4(e) -
First Amendment, dated as of August 15, 1996,
to Second Supplemental Note Indenture (Exhibit 4-17 to Form
10-Q for quarter ended September 30, 1996).
4(f) -
Third Supplemental Note Indenture, dated as of
August 15, 1994 (Exhibit 4-169 to Form 10-Q for quarter ended
September 30, 1994).
4(g) -
First Amendment, dated as of December 12, 1995,
to Third Supplemental Note Indenture, dated as of August 15,
1994 (Exhibit 4-12 to Registration No. 333-00023).
4(h) -
Sixth Supplemental Note Indenture, dated as of May 1, 1998, between Detroit Edison and Bankers Trust Company, as Trustee,
38
creating the 7.54% Quarterly Income Debt Securities (“QUIDS”), including form of QUIDS. (Exhibit 4-193 to Form 10-Q for quarter ended June 30, 1998.)
4(i)-
Seventh Supplemental Note Indenture, dated as of October 15, 1998, between Detroit Edison and Bankers Trust Company, as Trustee, creating the 7.375% QUIDS, including form of QUIDS. (Exhibit 4-198 to Form 10-K for year ended December 31, 1998.)
4-(j) -
Eighth Supplemental Indenture, dated as of April 15, 2000, appointing Bank One Trust Company of New York as Trustee under the Detroit Edison Trust Indenture (Notes), dated as of June 30, 1993. (Exhibit 4-207 to form 10-Q for the quarter ended March 31, 2000.)
4(k) -
10- 34
*

	—

	2000 Executive Incentive Plan Measures.
10- 35
*

	—

	Amended and Restated Executive Incentive Plan.
10- 36
*

	—

	Detroit Edison Long-Term Incentive Plan,Standby Note Purchase Credit Facility, dated as amended through
	February 22, 2000.
10- 37
*

	—

	2000 Long-Term Incentive Plan Measures.
10- 38
*

	—

	Certain arrangements pertaining to the employment of Theodore J. Vogel.
11-18

	—

	DTE Energy Company Basic and Diluted Earnings Per Share of
	Common Stock.
12-22

	—

	DTE Energy Company Computation of Ratio of Earnings to Fixed
	 Charges.
12-23

	—
August 17, 1994, among The Detroit Edison Company, ComputationBarclays Bank PLC, as Bank and Administrative Agent, Bank of RatioAmerica, The Bank of EarningsNew York, The Fuji Bank Limited, the Long-Term Credit Bank of Japan, LTD, Union Bank and Citicorp Securities, Inc. and First Chicago Capital Markets, Inc. as Remarketing Agents (Exhibit 99-18 to Fixed Charges.Form 10-Q for quarter ended September 30, 1994.)
4(l)-
15-13$60,000,000 Support Agreement dated as of January 21, 1998 between DTE Energy Company and DTE Capital Corporation. (Exhibit 4-183 to Form 10-K for year ended December 31, 1997.)
4(m) -
$100,000,000 Support Agreement, dated as of June 16, 1998, between DTE Energy Company and DTE Capital Corporation. (Exhibit 4-194 to Form 10-Q for quarter ended June 30, 1998.)
4(n)-

	—$300,000,000 Support Agreement, dated as of November 18, 1998, between DTE Energy and DTE Capital Corporation. (Exhibit 4-199 to Form 10-K for year ended December 31, 1998.)
4(0) -

	Awareness Letter$400,000,000 Support Agreement, dated as of Deloitte & Touche LLP regarding
	their reportJanuary 19, 1999, between DTE Energy Company and DTE Capital Corporation. (Exhibit 4-201 to Form 10-K for year ended December 31, 1998.)
4(p) -
$40,000,000 Support Agreement, dated May 12, 2000.
27-33

	—

	Financial Data Scheduleas of February 24, 1999 between DTE Energy Company and DTE Capital Corporation. (Exhibit 4-202 to Form 10-Q for the periodquarter ended March 31, 2000
	for1999.)
39
4(q) -
$50,000,000 Support Agreement, dated as of June 10, 1999 between DTE Energy Company.Company and DTE Capital Corporation. (Exhibit 4-203 to Form 10-Q for quarter ended June 30, 1999.)
4(r) -
27-34Indenture, dated as of June 15, 1998, between DTE Capital Corporation and The Bank of New York, as Trustee. (Exhibit 4-196 to Form 10-Q for quarter ended June 30, 1998.)
4(s) -
First Supplemental Indenture, dated as of June 15, 1998, between DTE Capital Corporation and The Bank of New York, as Trustee, creating the $100,000,000 Remarketed Notes, Series A due 2038, including form of Note. (Exhibit 4-197 to Form 10-Q for quarter ended June 30, 1998.)
4(t) -

	—Second Supplemental Indenture, dated as of November 1,1998, between DTE Capital Corporation and The Bank of New York, as Trustee, creating the $300,000,000 Remarketed Notes, 1998 Series B, including form of Note. (Exhibit 4-200 to Form 10-K for year ended December 31, 1998.)
99(a) -

	Financial Data ScheduleBelle River Participation Agreement between Detroit Edison and Michigan Public Power Agency, dated as of December 1, 1982 (Exhibit 28-5 to Registration No. 2-81501).
99(b) -
Belle River Transmission Ownership and Operating Agreement between Detroit Edison and Michigan Public Power Agency, dated as of December 1, 1982 (Exhibit 28-6 to Registration No. 2-81501).
99(c) -
1988 Amended and Restated Loan Agreement, dated as of October 4, 1988, between Renaissance Energy Company (an unaffiliated company) (“Renaissance”) and Detroit Edison (Exhibit 99-6 to Registration No. 33-50325).
99(d) -
First Amendment to 1988 Amended and Restated Loan Agreement, dated as of February 1, 1990, between Detroit Edison and Renaissance (Exhibit 99-7 to Registration No. 33-50325).
99(e)-
Second Amendment to 1988 Amended and Restated Loan Agreement, dated as of September 1, 1993, between Detroit Edison and Renaissance (Exhibit 99-8 to Registration No. 33-50325).
99(f) -
Third Amendment, dated as of August 28, 1997, to 1988 Amended and Restated Loan Agreement between Detroit Edison and
40
Renaissance. (Exhibit 99-22 to Form 10-Q for quarter ended September 30, 1997.)
99(g) -
$200,000,000 364-Day Credit Agreement, dated as of September 1,1993, among Detroit Edison, Renaissance and Barclays Bank PLC, New York Branch, as Agent (Exhibit 99-12 to Registration No. 33-50325).
99(h) -
First Amendment, dated as of August 31, 1994, to $200,000,000 364-Day Credit Agreement, dated September 1, 1993, among The Detroit Edison Company, Renaissance Energy Company, the periodBanks party thereto and Barclays Bank, PLC, New York Branch, as Agent (Exhibit 99-19 to Form 10-Q for quarter ended September 30, 1994).
99(i) -
Third Amendment, dated as of March 8, 1996, to $200,000,000 364-Day Credit Agreement, dated September 1, 1993, as amended, among Detroit Edison, Renaissance, the Banks party thereto and Barclays Bank, PLC, New York Branch, as Agent (Exhibit 99-11 to Form 10-Q for quarter ended March 31, 20001996).
99(j) -
Fourth Amendment, dated as of August 29, 1996, to $200,000,000 364-Day Credit Agreement as of September 1, 1990, as amended, among Detroit Edison, Renaissance, the Banks party thereto and Barclays Bank, PLC, New York Branch, as Agent (Exhibit 99-13 to Form 10-Q for quarter ended September 30, 1996).
99(k)-
Fifth Amendment, dated as of September 1, 1997, to $200,000,000 Multi-Year Credit Agreement, dated as of September 1, 1993, as amended, among Detroit Edison, Renaissance, the Banks Party thereto and Barclays Bank PLC, New York Branch, as Agent. (Exhibit 99-24 to Form 10-Q for quarter ended September 30, 1997.)
99(l) -
Seventh Amendment, dated as of August 26, 1999, to $200,000,000 364-Day Credit Agreement, dated as of September 1, 1993, as amended among The Detroit Edison Company.Company, Renaissance Energy Company, the Banks parties thereto and Barclays Bank PLC, New York branch as Agent. (Exhibit 99-30 to Form 10-Q for quarter ended September 30, 1999.)
99(m) -
99-33$200,000,000 Three-Year Credit Agreement, dated September 1, 1993, among Detroit Edison, Renaissance and Barclays Bank, PLC, New York Branch, as Agent (Exhibit 99-13 to Registration No. 33-50325).
41
99(n) -
First Amendment, dated as of September 1, 1994, to $200,000,000 Three-Year Credit Agreement, dated as of September 1, 1993, among The Detroit Edison Company, Renaissance Energy Company, the Banks party thereto and Barclays Bank, PLC, New York Branch, as Agent (Exhibit 99-20 to Form 10-Q for quarter ended September 30, 1994).
99(o) -

	—Third Amendment, dated as of March 8, 1996, to $200,000,000 Three-Year Credit Agreement, dated September 1, 1993, as amended among Detroit Edison, Renaissance, the Banks party thereto and Barclays Bank, PLC, New York Branch, as Agent (Exhibit 99-12 to Form 10-Q for quarter ended March 31, 1996).
99(p)-
Fourth Amendment, dated as of September 1, 1996, to $200,000,000 Multi-Year (formerly Three-Year) Credit Agreement, dated as of September 1, 1993, as amended among Detroit Edison, Renaissance, the Banks party thereto and Barclays Bank, PLC, New York Branch, as Agent (Exhibit 99-14 to Form 10-Q for quarter ended September 30, 1996).
99(q)-
Fifth Amendment, dated as of August 28, 1997, to $200,000,000 364-Day Credit Agreement, dated as of September 1, 1990, as amended, among Detroit Edison, Renaissance, the Banks Party thereto and Barclays Bank PLC, New York Branch, as Agent. (Exhibit 99-25 to Form 10-Q for quarter ended September 30, 1997.)
99(r) -
Sixth Amendment, dated as of August 27, 1998, to $200,000,000 364-Day Credit Agreement dated as of September 1, 1990, as amended, among Detroit Edison, Renaissance, the Banks party thereto and Barclays Bank PLC, New York Branch, as agent. (Exhibit 99-32 to Registration No. 333-65765.)
99(s) -
1988 Amended and Restated Nuclear Fuel Heat Purchase Contract, dated October 4, 1988, between Detroit Edison and Renaissance (Exhibit 99-9 to Registration No. 33-50325).
99(t) -
First Amendment to 1988 Amended and Restated Nuclear Fuel Heat Purchase Contract, dated as of February 1, 1990, between Detroit Edison and Renaissance (Exhibit 99-10 to Registration No. 33-50325).
99(u) -
Eighth Amendment, dated as of August 26, 1999 to 1988 Amended and Restated Nuclear Fuel heat Purchase Contract between
42
Detroit Edison and Renaissance Energy Company. (Exhibit 99-31 to Form 10-Q for quarter ended September 30, 1999.)
99(v) -
U.S. $160,000,000 Standby Note Purchase Credit Facility, dated as of October 26, 1999, among Detroit Edison, the Bank’s signatory thereto, Barclays Bank PLC, as Administrative Agent and Barclays Capital Inc., Lehman Brothers Inc. and Banc One Capital Markets, Inc., as Remarketing Agents. (Exhibit 99-29 to Form 10-Q for quarter ended September 30, 1999.)
99(w) -
Standby Note Purchase Credit Facility, dated as of September 12, 1997, among The Detroit Edison Company and the Bank’s Signatory thereto and The Chase Manhattan Bank, as Administrative Agent, and Citicorp Securities, Inc., Lehman Brokers, Inc., as Remarketing Agents and Chase Securities, Inc. as Arranger. (Exhibit 99-26 to Form 10-Q for quarter ended September 30, 1997.)
99(x) -
Third Amended and Restated Credit Agreement, Dated as of January 18, 2000 among DTE Capital Corporation, the Initial Lenders, Citibank, N.A., as Agent, and ABN AMRO Bank N.V., Bank One N.A., Barclays Bank PLC, Bayerische Landesbank Girozertrale, Cayman Islands Branch, Comerica Bank and Den Daske Bank Aktieselskab, as Co-Agents.
99(y) -
First Amendment, dated as of April 5, 2000, to Third Amended and Restated Credit Agreement, dated as of January  18, 2000 among DTE Capital Corporation, certain Lenders, Citibank, N.A., as Agent, and ABN AMRO Bank N.V., Bank One, N.A., Barclays Bank PLC, Bayerische Landesbank Girozertrale, Cayman Islands Branch, Comerica Bank and Den Daske Bank Aktieselskab, as Co-Agents. (Exhibit 99-33 to Form 10-Q for quarter ended March 31, 2000.)
     
(ii)  Exhibits incorporated herein by reference.

 
(b) (i)
On June 9, 2000, the Company and Detroit Edison filed a current Report on Form 8-K discussing newly - enacted Michigan legislation permitting electric public utilities to recover stranded costs (as a result of the transition to competition and requiring a rate reduction).
 
(ii)
On June 14, 2000, the Company filed a Current Report on Form 8-K discussing the status of regulatory approvals with respect to its pending merger with MCN Energy Group Inc.
 
(iii)
On July 7, 2000, the Company and Detroit Edison filed a Current
43
 
 
 
 
2
(a)

	—Report on Form 8-K discussing Detroit Edison’s July 5, 2000
application to the MPSC requesting a securitization financing
order in the amount of up to $1.850 billion.
44
SIGNATURES
      Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
DTE ENERGY COMPANY
(Registrant)
Date August 9, 2000
/s/ ELAINE M. GODFREY
Elaine M. Godfrey
Assistant Corporate Secretary
Date August 9, 2000
/s/ DAVID E. MEADOR
David E. Meador
Senior Vice President and Treasurer
45
SIGNATURES
      Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
THE DETROIT EDISON COMPANY
(Registrant)
Date August 9, 2000
/s/ ELAINE M. GODFREY
Elaine M. Godfrey
Assistant Corporate Secretary
Date August 9, 2000
/s/ DANIEL G. BRUDZYNSKI
Daniel G. Brudzynski
Controller
46
QUARTERLY REPORTS ON FORM
10-Q FOR THE QUARTER
ENDED JUNE 30, 2000
DTE ENERGY COMPANY
File No. 1-11607
THE DETROIT EDISON COMPANY
File No. 1-2198
EXHIBIT INDEX
(i)
Exhibits filed herewith.
Exhibit
Number
11-19 -
DTE Energy Company Basic and Diluted Earnings Per Share of Common Stock.
12-24 -
DTE Energy Company Computation of Ratio of Earnings to Fixed Charges.
12-25 -
The Detroit Edison Company Computation of Ratio of Earnings to Fixed Charges.
15-14 -
Awareness Letter of Deloitte & Touche LLP regarding their report dated August 9, 2000.
27-35 -
Financial Data Schedule for the period ended June 30, 2000 for DTE Energy Company.
27-36 -
Financial Data Schedule for the period ended June 30, 2000 for The Detroit Edison Company.
(ii)
Exhibits incorporated herein by reference. See Page Nos. __ through __ for location of exhibits incorporated by reference.
2(a) -
Agreement and Plan of Merger, among DTE Energy, MCN Energy Group, Inc. and DTE Enterprises, Inc., dated as of October  4, 1999 and amended as of November 12, 1999. (Exhibit 2-1 to Form 10-K for the year ended December 31, 1999.)
3(a) -
3
(a)

	—
Amended and Restated Articles of Incorporation of DTE  Energy Company Energy Company dated December 13, 1995. (Exhibit 3-5 to Form 10-Q for quarter ended September 30, 1997.)
3(b) -
3
(b)

	—
Certificate of Designation of Series A Junior Participating Preferred Stock of DTE Energy Company. (Exhibit 3-6 to Form 10-Q for quarter ended September 30, 1997.)
3(c) -
3
(c)

	—
Restated Articles of Incorporation of Detroit Edison, as filed December 10, 199110,1991 with the State of Michigan, Department of Commerce —- Corporation and Securities Bureau (Exhibit 3-13 to Form 10-Q for quarter ended June 30, 1999.)
3(d) -
3
(d)

	—
Articles of Incorporation of DTE Enterprises, Inc. (Exhibit 3.5 to Registration No. 333-89175.)
3(e) -
3
(e)

	—
Rights Agreement, dated as of September 23, 1997, by and between DTE Energy Company and The Detroit Edison Company, as Rights Agent (Exhibit 4-1 to DTE Energy Company Current Report on Form 8-K, dated September 23, 1997.)
3(f) -
3
(f)

	—
Agreement and Plan of Exchange (Exhibit 1(2) to DTE Energy Form 8-B filed January 2, 1996, File No. 1-11607.)
26

Table of Contents
 
 3(g) -
 
 
 
 
 
3
(g)

	—
Bylaws of DTE Energy Company, as amended through September 22, 1999. (Exhibit 3-3 to Registration No. 333-89175.)
3(h) -
3
(h)

	—
Bylaws of The Detroit Edison Company, as amended through September 22, 1999. (Exhibit 3-14 to Form 10-Q for quarter ended September 30, 1999.)
3(i) -
3
(i)

	—
Bylaws of DTE Enterprises, Inc. (Exhibit 3.6 to Registration No. 333-89175.)
4(a) -
4
(a)

	—
Mortgage and Deed of Trust, dated as of October 1, 1924, between Detroit Edison (File No. 1-2198) and Bankers Trust Company as Trustee (Exhibit B-1 to Registration No. 2-1630) and indentures supplemental thereto, dated as of dates indicated below, and filed as exhibits to the filings as set forth below:
 
 
 
 
 
 
 
 
 
September 1, 1947
Exhibit B-20 to Registration No. 2-7136
November 15, 1971
Exhibit 2-B-38 to Registration No. 2-42160
January 15, 1973
Exhibit 2-B-39 to Registration No. 2-46595
June 1, 1978
Exhibit 2-B-51 to Registration No. 2-61643
June 30, 1982
Exhibit 4-30 to Registration No. 2-789412 78941
August 15, 1982
Exhibit 4-32 to Registration No. 2-79674
October 15, 1985
Exhibit 4-170 to Form 10-K for year ended December 31, 1994
November 30, 1987
Exhibit 4-139 to Form 10-K for year ended December 31, 1992
July 15, 1989
Exhibit 4-171 to Form 10-K for year ended December 31, 1994
December 1, 1989
Exhibit 4-172 to Form 10-K for year ended December 31, 1994
February 15, 1990
Exhibit 4-173 to Form 10-K for year ended December 31, 1994
April 1, 1991
Exhibit 4-15 to Form 10-K for year endedEnded December 31, 1996
November 1, 1991
Exhibit 4-181 to Form 10-K for year ended December 31, 1996
January 15, 1992
Exhibit 4-182 to Form 10-K for year ended December 31, 1996
February 29, 1992
Exhibit 4-187 to Form 10-Q for quarterQuarter ended March 31, 1998
April 15, 1992
Exhibit 4-188 to Form 10-Q for quarter ended March 31, 1998
July 15, 1992
Exhibit 4-189 to Form 10-Q for quarterQuarter ended March 31, 1998
July 31, 1992
Exhibit 4-190 to Form 10-Q for quarter ended September 30, 1992
January 1, 1993
Exhibit 4-131 to Registration No. 33-5649633 56496
March 1, 1993
Exhibit 4-191 to Form 10-Q for quarter ended March 31, 1998
March 15, 1993
Exhibit 4-192 to Form 10-Q for quarterQuarter ended March 31, 1998
April 1, 1993
Exhibit 4-143 to Form 10-Q for quarter ended March 31, 1993
April 26, 1993
Exhibit 4-144 to Form 10-Q for quarter ended March 31, 1993
May 31, 1993
Exhibit 4-148 to Registration No. 33-6429633 64296
June 30, 1993
Exhibit 4-149 to Form 10-Q for quarter ended June 30, 1993 (1993 Series AP)
June 30, 1993
Exhibit 4-150 to Form 10-Q for quarter ended June 30, 1993 (1993 Series H)
September 15, 1993
Exhibit 4-158 to Form 10-Q for quarter ended September 30, 1993
March 1, 1994
Exhibit 4-163 to Registration No. 33-53207
June 15, 1994
Exhibit 4-166 to Form 10-Q for quarter ended June 30, 1994
August 15, 1994
Exhibit 4-168 to Form 10-Q for quarter ended September 30, 1994
December 1, 1994
Exhibit 4-169 to Form 10-K for year ended December 31, 1994
August 1, 1995
Exhibit 4-174 to Form 10-Q for quarter ended September 30, 1995
August 1, 1999
Exhibit 4-204 to Form 10-Q for quarter ended September 30, 1999
August 15, 1999
Exhibit 4-205 to Form 10-Q for quarter ended September 30, 1999
January 1, 2000
Exhibit 4-205 to Form 10-K for year ended December 31, 1999
April 15, 2000
Exhibit 206 to Form 10-Q for quarter ended March 31, 2000.
27


Table of Contents
 
 
 
 4(b) -
 
 
 
4
(b)

	—
Collateral Trust Indenture (notes), dated as of
June 30, 1993 (Exhibit 4-152 to Registration No. 33-50325).
4(c) -
4
(c)

	—
First Supplemental Note Indenture, dated as of
June 30, 1993 (Exhibit 4-153 to Registration No. 33-50325).
4(d) -
4
(d)

	—
Second Supplemental Note Indenture, dated as of
September  15, 1993 (Exhibit 4-159 to Form 10-Q for quarter
ended September 30, 1993).
4(e) -
4
(e)

	—
First Amendment, dated as of August 15, 1996,
to Second Supplemental Note Indenture (Exhibit 4-17 to Form 
10-Q for quarter ended September 30, 1996).
4(f) -
4
(f)

	—
Third Supplemental Note Indenture, dated as of
August 15, 1994 (Exhibit 4-169 to Form 10-Q for quarter ended
September 30, 1994).
4(g) -
4
(g)

	—
First Amendment, dated as of December 12, 1995,
to Third Supplemental Note Indenture, dated as of August 15,
1994 (Exhibit 4-12 to Registration No. 333-00023).
4(h) -
4
(h)

	—
Sixth Supplemental Note Indenture, dated as of May 1, 1998, between Detroit Edison and Bankers Trust Company, as Trustee,
creating the 7.54% Quarterly Income Debt Securities (“QUIDS”(“QUIDS”), including form of QUIDS. (Exhibit 4-193 to Form 10-Q for quarter ended June 30, 1998.)
4(i)-
4
(i)

	—
Seventh Supplemental Note Indenture, dated as of October  15, 1998, between Detroit Edison and Bankers Trust Company, as Trustee, creating the 7.375% QUIDS, including form of QUIDS. (Exhibit 4-198 to Form 10-K for year ended December 31, 1998.)
4-(j) -
4Eighth Supplemental Indenture, dated as of April 15, 2000, appointing Bank One Trust Company of New York as Trustee under the Detroit Edison Trust Indenture (Notes), dated as of June 30, 1993. (Exhibit 4-207 to form 10-Q for the quarter ended March 31, 2000.)
(j)
4(k) -

	—
Standby Note Purchase Credit Facility, dated as of August  17, 1994, among The Detroit Edison Company, Barclays Bank PLC, as Bank and Administrative Agent, Bank of America, The Bank of new York, The Fuji Bank Limited, the Long-Term Credit Bank of Japan, LTD, Union Bank and Citicorp Securities, Inc. and First Chicago Capital Markets, Inc. as Remarketing Agents (Exhibit 99-18 to Form 10-Q for quarter ended September 30, 1994.)
4(l)-
4
(k)

	—

	$60,000,000$60,000,000 Support Agreement dated as of January 21, 1998 between DTE Energy Company and DTE Capital Corporation. (Exhibit 4-183 to Form 10-K for year ended December 31, 1997.)
4(m) -
4
(l)

	—

	$100,000,000$100,000,000 Support Agreement, dated as of June 16, 1998, between DTE Energy Company and DTE Capital Corporation. (Exhibit 4-194 to Form 10-Q for quarter ended June 30, 1998.)
4(n)-
4
(m)

	—

	$300,000,000$300,000,000 Support Agreement, dated as of November 18, 1998, between DTE Energy and DTE Capital Corporation. (Exhibit 4-199 to Form 10-K for year ended December 31, 1998.)
4(0) -
4
(n)

	—

	$400,000,000$400,000,000 Support Agreement, dated as of January 19, 1999, between DTE Energy Company and DTE Capital Corporation. (Exhibit 4-201 to Form 10-K for year ended December 31, 1998.)
4(p) -
4
(o)

	—

	$40,000,000$40,000,000 Support Agreement, dated as of February 24, 1999 between DTE Energy Company and DTE Capital Corporation. (Exhibit 4-202 to Form 10-Q for quarter ended March 31, 1999.)
4(q) -
4
(p)

	—

	$50,000,000$50,000,000 Support Agreement, dated as of June 10, 1999 between DTE Energy Company and DTE Capital Corporation. (Exhibit 4-203 to Form 10-Q for quarter ended June 30, 1999.)
4(r) -
4
(q)

	—
Indenture, dated as of June 15, 1998, between DTE Capital Corporation and The Bank of New York, as Trustee. (Exhibit 4-196 to Form 10-Q for quarter ended June 30, 1998.)
4(s) -
4
(r)

	—
First Supplemental Indenture, dated as of June 15, 1998, between DTE Capital Corporation and The Bank of New York, as Trustee, creating the $100,000,000 Remarketed Notes, Series A due 2038, including form of Note. (Exhibit 4-197 to Form 10-Q for quarter ended June 30, 1998.)
4(t) -
4
(s)

	—
Second Supplemental Indenture, dated as of November 1, 1998,1,1998, between DTE Capital Corporation and The Bank of New  York, as Trustee, creating the $300,000,000 Remarketed Notes, 1998 Series B, including form of Note. (Exhibit 4-200 to Form 10-K for year ended December 31, 1998.)
99(a) -
99
(a)

	—
Belle River Participation Agreement between Detroit Edison and Michigan Public Power Agency, dated as of December 1, 1982 (Exhibit 28-5 to Registration No. 2-81501).
28


Table of Contents
 
 99(b) -
 
 
 
 
 
99
(b)

	—
Belle River Transmission Ownership and Operating Agreement between Detroit Edison and Michigan Public Power Agency, dated as of December 1, 1982 (Exhibit 28-6 to Registration No. 2-81501).
99(c) -
99
(c)

	—
1988 Amended and Restated Loan Agreement, dated as of October 4, 1988, between Renaissance Energy Company (an unaffiliated company) (“Renaissance”(“Renaissance”) and Detroit Edison (Exhibit 99-6 to Registration No. 33-50325).
99(d) -
99
(d)

	—
First Amendment to 1988 Amended and Restated Loan Agreement, dated as of February 1, 1990, between Detroit Edison and Renaissance (Exhibit 99-7 to Registration No. 33-50325).
99(e)-
99
(e)

	—
Second Amendment to 1988 Amended and Restated Loan Agreement, dated as of September 1, 1993, between Detroit Edison and Renaissance (Exhibit 99-8 to Registration No. 33-50325).
99(f) -
99
(f)

	—
Third Amendment, dated as of August 28, 1997, to 1988 Amended and Restated Loan Agreement between Detroit Edison and
Renaissance. (Exhibit 99-22 to Form 10-Q for quarter ended September 30, 1997.)
99(g) -
99
(g)

	—

	$200,000,000$200,000,000 364-Day Credit Agreement, dated as of September 1, 1993,1,1993, among Detroit Edison, Renaissance and Barclays Bank PLC, New York Branch, as Agent (Exhibit 99-12 to Registration No. 33-50325).
99(h) -
99
(h)

	—
First Amendment, dated as of August 31, 1994, to $200,000,000 364-Day Credit Agreement, dated September 1, 1993, among The Detroit Edison Company, Renaissance Energy Company, the Banks party thereto and Barclays Bank, PLC, New York Branch, as Agent (Exhibit 99-19 to Form 10-Q for quarter ended September 30, 1994).
99(i) -
99
(i)

	—
Third Amendment, dated as of March 8, 1996, to $200,000,000 364-Day Credit Agreement, dated September 1, 1993, as amended, among Detroit Edison, Renaissance, the Banks party thereto and Barclays Bank, PLC, New York Branch, as Agent (Exhibit 99-11 to Form 10-Q for quarter ended March 31, 1996).
99(j) -
99
(j)

	—
Fourth Amendment, dated as of August 29, 1996, to $200,000,000 364-Day Credit Agreement as of September 1, 1990, as amended, among Detroit Edison, Renaissance, the Banks party thereto and Barclays Bank, PLC, New York Branch, as Agent (Exhibit 99-13 to Form 10-Q for quarter ended September 30, 1996).
99(k)-
99
(k)

	—
Fifth Amendment, dated as of September 1, 1997, to $200,000,000 Multi-Year Credit Agreement, dated as of September 1, 1993, as amended, among Detroit Edison, Renaissance, the Banks Party thereto and Barclays Bank PLC, New York Branch, as Agent. (Exhibit 99-24 to Form 10-Q for quarter ended September 30, 1997.)
99(l) -
99
(l)

	—
Seventh Amendment, dated as of August 26, 1999, to $200,000,000 364-Day Credit Agreement, dated as of September 1, 1993, as amended among The Detroit Edison Company, Renaissance Energy Company, the Banks parties thereto and Barclays Bank PLC, New York branch as Agent. (Exhibit 99-30 to Form 10-Q for quarter ended September 30, 1999.)
99(m) -
99
(m)

	—

	$200,000,000$200,000,000 Three-Year Credit Agreement, dated September  1, 1993, among Detroit Edison, Renaissance and Barclays Bank, PLC, New York Branch, as Agent (Exhibit 99-13 to Registration No. 33-50325).
99(n) -
99
(n)

	—
First Amendment, dated as of September 1, 1994, to $200,000,000 Three-Year Credit Agreement, dated as of September 1, 1993, among The Detroit Edison Company, Renaissance Energy Company, the Banks party thereto and Barclays Bank, PLC, New York Branch, as Agent (Exhibit 99-20 to Form 10-Q for quarter ended September 30, 1994).
99(o) -
99
(o)

	—
Third Amendment, dated as of March 8, 1996, to $200,000,000 Three-Year Credit Agreement, dated September 1, 1993, as amended among Detroit Edison, Renaissance, the Banks party thereto and Barclays Bank, PLC, New York Branch, as Agent (Exhibit 99-12 to Form 10-Q for quarter ended March 31, 1996).
99(p)-
99
(p)

	—
Fourth Amendment, dated as of September 1, 1996, to $200,000,000 Multi-Year (formerly Three-Year) Credit Agreement, dated as of September 1, 1993, as amended among Detroit Edison, Renaissance, the Banks party thereto and Barclays Bank, PLC, New York Branch, as Agent (Exhibit 99-14 to Form 10-Q for quarter ended September 30, 1996).
29


Table of Contents
 
 99(q)-
 
 
 
 
 
99
(q)

	—
Fifth Amendment, dated as of August 28, 1997, to $200,000,000 364-Day Credit Agreement, dated as of September 1, 1990, as amended, among Detroit Edison, Renaissance, the Banks Party thereto and Barclays Bank PLC, New York Branch, as Agent. (Exhibit 99-25 to Form 10-Q for quarter ended September 30, 1997.)
99(r) -
99
(r)

	—
Sixth Amendment, dated as of August 27, 1998, to $200,000,000 364-Day Credit Agreement dated as of September  1, 1990, as amended, among Detroit Edison, Renaissance, the Banks party thereto and Barclays Bank PLC, New York Branch, as agent. (Exhibit 99-32 to Registration No. 333-65765.)
99(s) -
99
(s)

	—
1988 Amended and Restated Nuclear Fuel Heat Purchase Contract, dated October 4, 1988, between Detroit Edison and Renaissance (Exhibit 99-9 to Registration No. 33-50325).
99(t) -
99
(t)

	—
First Amendment to 1988 Amended and Restated Nuclear Fuel Heat Purchase Contract, dated as of February 1, 1990, between Detroit Edison and Renaissance (Exhibit 99-10 to Registration No. 33-50325).
99(u) -
99
(u)

	—
Eighth Amendment, dated as of August 26, 1999 to 1988 Amended and Restated Nuclear Fuel heat Purchase Contract between
Detroit Edison and Renaissance Energy Company. (Exhibit 99-31 to Form 10-Q for quarter ended September 30, 1999.)
99(v) -
99
(v)

	—
U.S. $160,000,000 Standby Note Purchase Credit Facility, dated as of October 26, 1999, among Detroit Edison, the Bank’sBank’s signatory thereto, Barclays Bank PLC, as Administrative Agent and Barclays Capital Inc., Lehman Brothers Inc. and Banc One Capital Markets, Inc., as Remarketing Agents. (Exhibit 99-29 to Form 10-Q for quarter ended September 30, 1999.)
99(w) -
99
(w)

	—
Standby Note Purchase Credit Facility, dated as of September 12, 1997, among The Detroit Edison Company and the Bank’sBank’s Signatory thereto and The Chase Manhattan Bank, as Administrative Agent, and Citicorp Securities, Inc., Lehman Brokers, Inc., as Remarketing Agents and Chase Securities, Inc. as Arranger. (Exhibit 99-26 to Form 10-Q for quarter ended September 30, 1997.)
99(x) -
99
(x)

	—
Third Amended and Restated Credit Agreement, Dated as of January 18, 2000 among DTE Capital Corporation, the Initial Lenders, Citibank, N.A., as Agent, and ABN AMRO Bank N.V., Bank One N.A., Barclays Bank PLC, Bayerische Landesbank Girozertrale, Cayman Islands Branch, Comerica Bank and Den Daske Bank Aktieselskab, as Co-Agents.

(b)  On February 16, 2000, the Company filed a Current
Report on Form 8-K discussing its common share buyback
program.
* 

	Denotes management contract or compensatory plan or arrangement
	required to be entered as an exhibit to this report.
30


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SIGNATURES
     
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

 
 99(y) -
 
 
 

	DTE ENERGY COMPANY
(Registrant)
 

	Date

	May 12, 2000

	/s/ SUSAN M. BEALE
Susan M. Beale

	Vice President and Corporate Secretary
 

	Date

	May 12, 2000

	/s/ LARRY G. GARBERDING
Larry G. Garberding

	Executive Vice President and Chief Financial Officer
31


Table of Contents



SIGNATURES
     
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

 
 
 
 
 

	THE DETROIT EDISON COMPANY
(Registrant)
 

	Date

	May 12, 2000

	/s/ SUSAN M. BEALE
Susan M. Beale

	Vice President and Corporate Secretary
 

	Date

	May 12, 2000

	/s/ DANIEL G. BRUDZYNSKI
Daniel G. Brudzynski

	Controller
32


Table of Contents



EXHIBIT INDEX
 
 
 
 
 
 
 
Exhibit
Number
Description
4-206

	—

	Supplemental Indenture, dated as of April 15, 2000,
	appointing First Chicago Trust Company of New York as
	Trustee under the Detroit Edison Mortgage and Deed of Trust,
	dated as of October 1, 1924.
4-207

	—

	Eighth Supplemental Indenture, dated as of April 15, 2000,
	appointing Bank One Trust Company of New York as Trustee
	under the Detroit Edison Trust Indenture (Notes), dated as of
	June 30, 1993.
10- 34
*

	—

	2000 Executive Incentive Plan Measures.
10- 35
*

	—

	Amended and Restated Executive Incentive Plan.
10- 36
*

	—

	Detroit Edison Long-Term Incentive Plan, as amended through
	February 22, 2000.
10- 37
*

	—

	2000 Long-Term Incentive Plan Measures.
10- 38
*

	—

	Certain arrangements pertaining to the employment of
	Theodore J. Vogel.
11-18

	—

	DTE Energy Company Basic and Diluted Earnings Per Share of
	Common Stock.
12-22

	—

	DTE Energy Company Computation of Ratio of Earnings to Fixed
	 Charges.
12-23

	—

	The Detroit Edison Company Computation of Ratio of Earnings to
	Fixed Charges.
15-13

	—

	Awareness Letter of Deloitte & Touche LLP regarding
	their report dated May 12, 2000.
27-33

	—

	Financial Data Schedule for the period ended March 31, 2000
	for DTE Energy Company.
27-34

	—

	Financial Data Schedule for the period ended March 31, 2000
	for The Detroit Edison Company.
99-33

	—
First Amendment, dated as of April 5, 2000, to Third Amended and Restated Credit Agreement, dated as of January  18, 2000 among DTE Capital Corporation, certain Lenders, Citibank, N.A., as Agent, and ABN AMRO Bank N.V., Bank One, N.A., Barclays Bank PLC, Bayerische Landesbank Girozertrale, Cayman Islands Branch, Comerica Bank and Den Daske Bank Aktieselskab, as Co-Agents.
     
(ii)  Exhibits incorporated herein by reference.

 
 
 
 
 
 
 
2
(a)

	—

	Agreement and Plan of Merger, among DTE Energy,
	MCN Energy Group, Inc. and DTE Enterprises, Inc., dated
	 as of October  4, 1999 and amended as of November 12,
	1999. (Exhibit 2-1 to Form 10-K for the year ended
	December 31, 1999.)
3
(a)

	—

	Amended and Restated Articles of Incorporation of DTE 
	Energy Company Energy Company dated December 13, 1995.
	(Exhibit 3-5 to Form 10-Q for quarter ended
	September 30, 1997.)
3
(b)

	—

	Certificate of Designation of Series A Junior Participating
	Preferred Stock of DTE Energy Company. (Exhibit 3-6 to
	Form 10-Q for quarter ended September 30, 1997.)
3
(c)

	—

	Restated Articles of Incorporation of Detroit Edison, as filed
	December 10, 1991 with the State of Michigan, Department of
	Commerce — Corporation and Securities Bureau
	(Exhibit 3-13 to Form 10-Q for quarter ended
	June 30, 1999.)
3
(d)

	—

	Articles of Incorporation of DTE Enterprises, Inc.
	(Exhibit 3.5 to Registration No. 333-89175.)
3
(e)

	—

	Rights Agreement, dated as of September 23, 1997, by and
	between DTE Energy Company and The Detroit Edison Company,
	as Rights Agent (Exhibit 4-1 to DTE Energy Company
	Current Report on Form 8-K, dated September 23, 1997.)
3
(f)

	—

	Agreement and Plan of Exchange (Exhibit 1(2) to
	DTE Energy Form 8-B filed January 2, 1996, File
	No. 1-11607.)
3
(g)

	—

	Bylaws of DTE Energy Company, as amended through
	September  22, 1999. (Exhibit 3-3 to Registration
	No. 333-89175.)
3
(h)

	—

	Bylaws of The Detroit Edison Company, as amended through
	September 22, 1999. (Exhibit 3-14 to Form 10-Q for
	 quarter ended September 30, 1999.)
3
(i)

	—

	Bylaws of DTE Enterprises, Inc. (Exhibit 3.6 to
	Registration No. 333-89175.)
33

Table of Contents
 
 
 
 
 
 
 
4
(a)

	—

	Mortgage and Deed of Trust, dated as of October 1, 1924,
	between Detroit Edison (File No. 1-2198) and Bankers Trust
	Company as Trustee (Exhibit B-1 to Registration No. 
	2-1630) and indentures supplemental thereto, dated as of dates
	indicated below, and filed as exhibits to the filings as set
	forth below:
 
 
 
 
 
 
 
 
 

	September 1, 1947

	Exhibit B-20 to Registration No. 2-7136

	November 15, 1971

	Exhibit 2-B-38 to Registration No. 2-42160

	January 15, 1973

	Exhibit 2-B-39 to Registration No. 2-46595

	June 1, 1978

	Exhibit 2-B-51 to Registration No. 2-61643

	June 30, 1982

	Exhibit 4-30 to Registration No. 2-78941

	August 15, 1982

	Exhibit 4-32 to Registration No. 2-79674

	October 15, 1985

	Exhibit 4-170 to Form 10-K for year ended
	December 31, 1994

	November 30, 1987

	Exhibit 4-139 to Form 10-K for year ended
	December 31, 1992

	July 15, 1989

	Exhibit 4-171 to Form 10-K for year ended
	December 31, 1994

	December 1, 1989

	Exhibit 4-172 to Form 10-K for year ended
	December 31, 1994

	February 15, 1990

	Exhibit 4-173 to Form 10-K for year ended
	December 31, 1994

	April 1, 1991

	Exhibit 4-15 to Form 10-K for year ended
	December 31, 1996

	November 1, 1991

	Exhibit 4-181 to Form 10-K for year ended
	December 31, 1996

	January 15, 1992

	Exhibit 4-182 to Form 10-K for year ended
	December 31, 1996

	February 29, 1992

	Exhibit 4-18799-33 to Form 10-Q for quarter ended March 31, 19982000.)

	April 15, 1992

	Exhibit 4-188 to Form 10-Q for quarter ended
	March 31, 1998

	July 15, 1992

	Exhibit 4-189 to Form 10-Q for quarter ended
	March 31, 1998

	July 31, 1992

	Exhibit 4-190 to Form 10-Q for quarter ended
	September  30, 1992

	January 1, 1993

	Exhibit 4-131 to Registration No. 33-56496

	March 1, 1993

	Exhibit 4-191 to Form 10-Q for quarter ended
	March 31, 1998

	March 15, 1993

	Exhibit 4-192 to Form 10-Q for quarter ended
	March 31, 1998

	April 1, 1993

	Exhibit 4-143 to Form 10-Q for quarter ended
	March 31, 1993

	April 26, 1993

	Exhibit 4-144 to Form 10-Q for quarter ended
	March 31, 1993

	May 31, 1993

	Exhibit 4-148 to Registration No. 33-64296

	June 30, 1993

	Exhibit 4-149 to Form 10-Q for quarter ended
	June 30, 1993 (1993 Series AP)

	June 30, 1993

	Exhibit 4-150 to Form 10-Q for quarter ended
	June 30, 1993 (1993 Series H)

	September 15, 1993

	Exhibit 4-158 to Form 10-Q for quarter ended
	September  30, 1993

	March 1, 1994

	Exhibit 4-163 to Registration No. 33-53207

	June 15, 1994

	Exhibit 4-166 to Form 10-Q for quarter ended
	June 30, 1994

	August 15, 1994

	Exhibit 4-168 to Form 10-Q for quarter ended
	September  30, 1994

	December 1, 1994

	Exhibit 4-169 to Form 10-K for year ended
	December 31, 1994

	August 1, 1995

	Exhibit 4-174 to Form 10-Q for quarter ended
	September  30, 1995

	August 1, 1999

	Exhibit 4-204 to Form 10-Q for quarter ended
	September  30, 1999

	August 15, 1999

	Exhibit 4-205 to Form 10-Q for quarter ended
	September  30, 1999

	January 1, 2000

	Exhibit 4-205 to Form 10-K for year ended
	December 31, 1999
 
 
 
 
 
 
 
4
(b)

	—

	Collateral Trust Indenture (notes), dated as of June 30,
	1993 (Exhibit 4-152 to Registration No. 33-50325).
4
(c)

	—

	First Supplemental Note Indenture, dated as of June 30, 1993
	 (Exhibit 4-153 to Registration No. 33-50325).
4
(d)

	—

	Second Supplemental Note Indenture, dated as of September 
	15, 1993 (Exhibit 4-159 to Form 10-Q for quarter ended
	September 30, 1993).
34


Table of Contents
 
 
 
 
 
 
 
4
(e)

	—

	First Amendment, dated as of August 15, 1996, to Second
	Supplemental Note Indenture (Exhibit 4-17 to Form 10-Q
	for quarter ended September 30, 1996).
4
(f)

	—

	Third Supplemental Note Indenture, dated as of August 15,
	1994 (Exhibit 4-169 to Form 10-Q for quarter ended
	September 30, 1994).
4
(g)

	—

	First Amendment, dated as of December 12, 1995, to Third
	Supplemental Note Indenture, dated as of August 15, 1994
	(Exhibit 4-12 to Registration No. 333-00023).
4
(h)

	—

	Sixth Supplemental Note Indenture, dated as of May 1, 1998,
	between Detroit Edison and Bankers Trust Company, as Trustee,
	creating the 7.54% Quarterly Income Debt Securities
	(“QUIDS”), including form of QUIDS. (Exhibit 4-193
	 to Form 10-Q for quarter ended June 30, 1998.)
4
(i)

	—

	Seventh Supplemental Note Indenture, dated as of October 
	15, 1998, between Detroit Edison and Bankers Trust Company, as
	Trustee, creating the 7.375% QUIDS, including form of QUIDS.
	(Exhibit 4-198 to Form 10-K for year ended
	December 31, 1998.)
4
(j)

	—

	Standby Note Purchase Credit Facility, dated as of August 
	17, 1994, among The Detroit Edison Company, Barclays Bank PLC, as
	 Bank and Administrative Agent, Bank of America, The Bank of
	new York, The Fuji Bank Limited, the Long-Term Credit Bank
	of Japan, LTD, Union Bank and Citicorp Securities, Inc. and First
	 Chicago Capital Markets, Inc. as Remarketing Agents
	(Exhibit 99-18 to Form 10-Q for quarter ended
	September 30, 1994.)
4
(k)

	—

	$60,000,000 Support Agreement dated as of January 21, 1998
	between DTE Energy Company and DTE Capital Corporation.
	 (Exhibit 4-183 to Form 10-K for year ended
	December 31, 1997.)
4
(l)

	—

	$100,000,000 Support Agreement, dated as of June 16, 1998,
	between DTE Energy Company and DTE Capital Corporation.
	 (Exhibit 4-194 to Form 10-Q for quarter ended
	June 30, 1998.)
4
(m)

	—

	$300,000,000 Support Agreement, dated as of November 18,
	1998, between DTE Energy and DTE Capital Corporation.
	(Exhibit 4-199 to Form 10-K for year ended
	December 31, 1998.)
4
(n)

	—

	$400,000,000 Support Agreement, dated as of January 19,
	1999, between DTE Energy Company and DTE Capital
	Corporation. (Exhibit 4-201 to Form 10-K for year ended
	 December 31, 1998.)
4
(o)

	—

	$40,000,000 Support Agreement, dated as of February 24, 1999
	 between DTE Energy Company and DTE Capital
	Corporation. (Exhibit 4-202 to Form 10-Q for quarter
	ended March 31, 1999.)
4
(p)

	—

	$50,000,000 Support Agreement, dated as of June 10, 1999
	between DTE Energy Company and DTE Capital Corporation.
	 (Exhibit 4-203 to Form 10-Q for quarter ended
	June 30, 1999.)
4
(q)

	—

	Indenture, dated as of June 15, 1998, between
	DTE Capital Corporation and The Bank of New York, as
	Trustee. (Exhibit  4-196 to Form 10-Q for quarter ended
	 June 30, 1998.)
4
(r)

	—

	First Supplemental Indenture, dated as of June 15, 1998,
	between DTE Capital Corporation and The Bank of
	New York, as Trustee, creating the $100,000,000 Remarketed
	Notes, Series A due 2038, including form of Note.
	(Exhibit 4-197 to Form 10-Q for quarter ended
	June 30, 1998.)
4
(s)

	—

	Second Supplemental Indenture, dated as of November 1, 1998,
	 between DTE Capital Corporation and The Bank of New 
	York, as Trustee, creating the $300,000,000 Remarketed Notes,
	1998 Series B, including form of Note. (Exhibit  4-200
	to Form 10-K for year ended December 31, 1998.)
99
(a)

	—

	Belle River Participation Agreement between Detroit Edison and
	Michigan Public Power Agency, dated as of December 1, 1982
	(Exhibit 28-5 to Registration No. 2-81501).
99
(b)

	—

	Belle River Transmission Ownership and Operating Agreement
	between Detroit Edison and Michigan Public Power Agency, dated as
	 of December 1, 1982 (Exhibit 28-6 to Registration
	No. 2-81501).
99
(c)

	—

	1988 Amended and Restated Loan Agreement, dated as of
	October 4, 1988, between Renaissance Energy Company (an
	unaffiliated company) (“Renaissance”) and Detroit
	Edison (Exhibit 99-6 to Registration No. 33-50325).
35


Table of Contents
 
 
 
 
 
 
 
99
(d)

	—

	First Amendment to 1988 Amended and Restated Loan Agreement,
	 dated as of February 1, 1990, between Detroit Edison and
	Renaissance (Exhibit 99-7 to Registration No. 
	33-50325).
99
(e)

	—

	Second Amendment to 1988 Amended and Restated Loan
	Agreement, dated as of September 1, 1993, between Detroit
	Edison and Renaissance (Exhibit 99-8 to Registration
	No.  33-50325).
99
(f)

	—

	Third Amendment, dated as of August 28, 1997, to 1988
	Amended and Restated Loan Agreement between Detroit Edison and
	Renaissance. (Exhibit 99-22 to Form 10-Q for quarter
	ended September 30, 1997.)
99
(g)

	—

	$200,000,000 364-Day Credit Agreement, dated as of
	September 1, 1993, among Detroit Edison, Renaissance and
	Barclays Bank PLC, New York Branch, as Agent (Exhibit 
	99-12 to Registration No. 33-50325).
99
(h)

	—

	First Amendment, dated as of August 31, 1994, to
	$200,000,000 364-Day Credit Agreement, dated September 1,
	1993, among The Detroit Edison Company, Renaissance Energy
	Company, the Banks party thereto and Barclays Bank, PLC,
	New York Branch, as Agent (Exhibit 99-19 to
	Form 10-Q for quarter ended September 30, 1994).
99
(i)

	—

	Third Amendment, dated as of March 8, 1996, to $200,000,000
	364-Day Credit Agreement, dated September 1, 1993, as
	amended, among Detroit Edison, Renaissance, the Banks party
	thereto and Barclays Bank, PLC, New York Branch, as Agent
	(Exhibit 99-11 to Form 10-Q for quarter ended
	March 31, 1996).
99
(j)

	—

	Fourth Amendment, dated as of August 29, 1996, to
	$200,000,000 364-Day Credit Agreement as of September 1,
	1990, as amended, among Detroit Edison, Renaissance, the Banks
	party thereto and Barclays Bank, PLC, New York Branch, as Agent
	(Exhibit 99-13 to Form 10-Q for quarter ended
	September 30, 1996).
99
(k)

	—

	Fifth Amendment, dated as of September 1, 1997, to
	$200,000,000 Multi-Year Credit Agreement, dated as of
	September 1, 1993, as amended, among Detroit Edison,
	Renaissance, the Banks Party thereto and Barclays Bank PLC,
	New York Branch, as Agent. (Exhibit 99-24 to
	Form 10-Q for quarter ended September 30, 1997.)
99
(l)

	—

	Seventh Amendment, dated as of August 26, 1999, to
	$200,000,000 364-Day Credit Agreement, dated as of
	September 1, 1993, as amended among The Detroit Edison
	Company, Renaissance Energy Company, the Banks parties thereto
	and Barclays Bank PLC, New York branch as Agent.
	(Exhibit 99-30 to Form 10-Q for quarter ended
	September  30, 1999.)
99
(m)

	—

	$200,000,000 Three-Year Credit Agreement, dated September 
	1, 1993, among Detroit Edison, Renaissance and Barclays Bank,
	PLC, New York Branch, as Agent (Exhibit 99-13 to
	Registration No. 33-50325).
99
(n)

	—

	First Amendment, dated as of September 1, 1994, to
	$200,000,000 Three-Year Credit Agreement, dated as of
	September 1, 1993, among The Detroit Edison Company,
	Renaissance Energy Company, the Banks party thereto and Barclays
	Bank, PLC, New York Branch, as Agent (Exhibit  99-20 to
	 Form 10-Q for quarter ended September 30, 1994).
99
(o)

	—

	Third Amendment, dated as of March 8, 1996, to $200,000,000
	Three-Year Credit Agreement, dated September 1, 1993, as
	amended among Detroit Edison, Renaissance, the Banks party
	thereto and Barclays Bank, PLC, New York Branch, as Agent
	(Exhibit 99-12 to Form 10-Q for quarter ended
	March 31, 1996).
99
(p)

	—

	Fourth Amendment, dated as of September 1, 1996, to
	$200,000,000 Multi-Year (formerly Three-Year) Credit Agreement,
	dated as of September 1, 1993, as amended among Detroit
	Edison, Renaissance, the Banks party thereto and Barclays Bank,
	PLC, New York Branch, as Agent (Exhibit  99-14 to
	Form 10-Q for quarter ended September 30, 1996).
99
(q)

	—

	Fifth Amendment, dated as of August 28, 1997, to
	$200,000,000 364-Day Credit Agreement, dated as of
	September 1, 1990, as amended, among Detroit Edison,
	Renaissance, the Banks Party thereto and Barclays Bank PLC,
	New York Branch, as Agent. (Exhibit 99-25 to
	Form 10-Q for quarter ended September 30, 1997.)
36


Table of Contents
 
 
 
 
 
 
 
99
(r)

	—

	Sixth Amendment, dated as of August 27, 1998, to
	$200,000,000 364-Day Credit Agreement dated as of September 
	 1, 1990, as amended, among Detroit Edison, Renaissance, the
	Banks party thereto and Barclays Bank PLC, New York Branch,
	as agent. (Exhibit 99-32 to Registration
	No. 333-65765.)
99
(s)

	—

	1988 Amended and Restated Nuclear Fuel Heat Purchase
	Contract, dated October 4, 1988, between Detroit Edison and
	Renaissance (Exhibit 99-9 to Registration
	No. 33-50325).
99
(t)

	—

	First Amendment to 1988 Amended and Restated Nuclear Fuel
	Heat Purchase Contract, dated as of February 1, 1990,
	between Detroit Edison and Renaissance (Exhibit 99-10 to
	Registration No. 33-50325).
99
(u)

	—

	Eighth Amendment, dated as of August 26, 1999 to 1988
	Amended and Restated Nuclear Fuel heat Purchase Contract between
	Detroit Edison and Renaissance Energy Company.
	(Exhibit 99-31 to Form 10-Q for quarter ended
	September  30, 1999.)
99
(v)

	—

	U.S. $160,000,000 Standby Note Purchase Credit Facility, dated as
	 of October 26, 1999, among Detroit Edison, the Bank’s
	signatory thereto, Barclays Bank PLC, as Administrative Agent and
	 Barclays Capital Inc., Lehman Brothers Inc. and Banc One Capital
	 Markets, Inc., as Remarketing Agents. (Exhibit 99-29 to
	Form 10-Q for quarter ended September 30, 1999.)
99
(w)

	—

	Standby Note Purchase Credit Facility, dated as of
	September 12, 1997, among The Detroit Edison Company and the
	 Bank’s Signatory thereto and The Chase Manhattan Bank, as
	Administrative Agent, and Citicorp Securities, Inc., Lehman
	Brokers, Inc., as Remarketing Agents and Chase Securities, Inc.
	as Arranger. (Exhibit 99-26 to Form 10-Q for quarter
	ended September 30, 1997.)
99
(x)

	—

	Third Amended and Restated Credit Agreement, Dated as of
	January 18, 2000 among DTE Capital Corporation, the
	Initial Lenders, Citibank, N.A., as Agent, and ABN AMRO Bank
	N.V., Bank One N.A., Barclays Bank PLC, Bayerische Landesbank
	Girozertrale, Cayman Islands Branch, Comerica Bank and Den Daske
	Bank Aktieselskab, as Co-Agents.

(b)  On February 16, 2000, the Company filed a Current
Report on Form 8-K discussing its common share buyback
program.
* 

	Denotes management contract or compensatory plan or arrangement
	required to be entered as an exhibit to this report.
37