UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

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

For the Quarterly Period ended September 30, 2004March 31, 2005

Commission file number 1-2198

The registrant meets the conditions set forth in General Instruction H (1) (a) and (b) of Form 10-Q and is, therefore, filing this Form with the reduced disclosure format.

THE DETROIT EDISON COMPANY

(Exact name of registrant as specified in its charter)
   
Michigan
(State or other jurisdiction of
incorporation or organization)
 38-0478650
(I.R.S. Employer
Identification No.)
   
2000 2nd Avenue, Detroit, Michigan
(Address of principal executive offices)
 48226-1279
(Zip Code)

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

Indicate by check mark whether the registrantregistrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (Exchange Act) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X þNoo

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

YesoNo X þ




THE DETROIT EDISON COMPANYThe Detroit Edison Company

QUARTERLY REPORT ON FORMQuarterly Report on Form 10-Q
QUARTER ENDED SEPTEMBER 30, 2004
Quarter Ended March 31, 2005

TABLE OF CONTENTSTable of Contents

     
  PAGE
Page
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  4 
PARTPart I — FINANCIAL INFORMATION– Financial Information
    
Item 1. Financial Statements    
  129 
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  2619 
  5 
  118 
    
  2720 
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2921 
 AwarelessAwareness Letter of Deloitte & Touche LLP
 Chief Executive Officer Section 302 Certification
 Chief Financial Officer Section 302 Certification
 Chief Executive Officer Section 906 Certification
 Chief Financial Officer Section 906 Certification

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DEFINITIONSDefinitions

CompanyDTE Energy Company and subsidiary companies
   
Customer Choice Statewide initiatives giving customers in Michigan the option to choose alternative suppliers for electricity.
   
Detroit Edison The Detroit Edison Company (a direct wholly owned subsidiary of DTE Energy Company) and subsidiary companies
   
DTE Energy DTE Energy Company, directly or indirectly the parent of Detroit Edison and MichCondirectly or indirectly the parent company of numerous non-utility subsidiaries
EPAUnited States Environmental Protection Agency
   
FERC Federal Energy Regulatory Commission
   
MichConITC Michigan Consolidated GasInternational Transmission Company (an indirect(until February 28, 2003, a wholly owned subsidiary of DTE Energy) and subsidiary companiesEnergy Company)
   
MPSC Michigan Public Service Commission
   
NRC Nuclear Regulatory Commission
   
PSCR A power supply cost recovery mechanism authorized by the MPSC that allows Detroit Edison to recover through rates its fuel, fuel-related and purchased power electric expenses. The clause was suspended pursuant tounder Michigan’s restructuring legislation signed(signed into law June 5, 2000,2000), which lowered and froze electric customer rates. The clause was reinstated by the MPSC effective January 1, 2004.
   
SecuritizationDetroit Edison financed specific stranded costs at lower interest rates through the sale of rate reduction bonds by a wholly owned special purpose entity, the Detroit Edison Securitization Funding LLC.
SFAS Statement of Financial Accounting Standards
   
Stranded Costscosts Costs incurred by utilities in order to serve customers in a regulated environment that areabsent special regulatory approval would not expectedotherwise expect to be recoverable if customers switch to alternative suppliers of electricity.energy suppliers.
   
Units Of Measurement:of Measurement
  
   
gWh Gigawatthour of electricity
   
kWh Kilowatthour of electricity
   
MWMegawatt of electricity
MWh Megawatthour of electricity

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FORWARD-LOOKING STATEMENTSForward-Looking Statements

Certain information presented herein includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve certain risks and uncertainties that may cause actual future results to differ materially from those contemplated, projected, estimated or budgeted in such forward-looking statements. There are many factors that may impact forward-looking statements including, but not limited to, the following:

  the effects of weather and other natural phenomena on operations and sales to customers, and purchases from suppliers;
 
  economic climate and growth or decline in the geographic areas where we do business;
 
  environmental issues, laws and regulations, and the cost of remediation and compliance associated therewith;
 
  nuclear regulations and operations associated with nuclear facilities;
 
  implementation of the electric Customer Choice programs;program;
 
  impact of electric utility restructuring in Michigan, including legislative amendments;
 
  employee relations and the impact of collective bargaining agreements;
 
  unplanned outages;
 
  access to capital markets and capital market conditions and the results of other financing efforts which can be affected by credit agency ratings;
 
  the timing and extent of changes in interest rates;
 
  the level of borrowings;
 
  changes in the cost and availability of coal and other raw materials, and purchased power;
 
  effects of competition;
 
impactsimpact of regulationsregulation by FERC, MPSC, NRC and other applicable governmental proceedings and regulations;
 
  changes in federal, state and local tax laws and their interpretations, including the Internal Revenue Code, regulations, rulings, court proceedings and audits;
 
  the ability to recover costs through rate increases;
 
  the availability, cost, coverage and terms of insurance;
 
  the cost of protecting assets against or damage due to terrorism;
 
  changes in accounting standards and financial reporting regulations;
 
  changes in federal or state laws and their interpretation with respect to regulation, energy policy and other business issues;
•  uncollectible accounts receivable; and
 
  changes in the economic and financial viability of our suppliers, customers and trading counterparties, and the continued ability of such parties to perform their obligations to Detroit Edison.

New factors emerge from time to time. We cannot predict what factors may arise or how such factors may cause our results to differ materially from those contained in any forward-looking statement. Any forward-looking statements speak only as of the date on which such statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.

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The Detroit Edison Company

THE DETROIT EDISON COMPANY
MANAGEMENT’S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS

Management’s Narrative Analysis of Results of Operations

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

OVERVIEW

We had income of $62$55 million in the 2004 third2005 first quarter compared to income of $96$44 million for the 2003 third quarter. For the nine-month period, our income was $114 million compared to income of $141 million for the comparable 2003 period. The comparability of earnings for the nine-month period was impacted by the adoption of a new accounting rule in the 20032004 first quarter. As required by generally accepted accounting principles, on January 1, 2003, we adopted a new accounting rule for asset retirement obligations as discussed in Note 2. The cumulative effect of adopting this new accounting rule was to reduce the 2003 nine-month period earnings by $6 million.

Significant items that influenced our 2004 financial performance and/or may affect future results are:

Lost revenues from electric Customer Choice penetration;
Proposed Michigan legislation to address electric Customer Choice issues; and
Interim electric rate orders.

Electric Customer Choice Program— Detroit Edison’s rates are regulated by the Michigan Public Service Commission (MPSC), while alternative suppliers can charge market-based rates. This regulation has hindered Detroit Edison’s ability to retain customers. In addition, the MPSC has maintained regulated rates for certain groups of customers that exceed the cost of service to those customers. This has resulted in high levels of participation in the electric Customer Choice program by those customers that have the highest price relative to their cost of service. As a result, we continue to lose margins. To address this issue, we expect to file a rate case in 2005 designed to adjust rates for each customer class to be reflective of the full costs incurred to service such customers.

Lost margins and electricity volumes associated with electric Customer Choice were approximately $63 million and 2,655 gigawatthours (gWh) in the 2004 third quarter and approximately $172 million and 7,277 gWh in the 2004 nine-month period. This compares with lost electric Customer Choice margins and volumes of approximately $35 million and 2,141 gWh in the 2003 third quarter and $80 million and 5,192 gWh in the 2003 nine-month period. The financial impact of electric Customer Choice was also affected by the issuance of the electric interim rate order that increased base rates, authorized transition charges and reaffirmed the resumption of the power supply cost recovery (PSCR) mechanism, as subsequently discussed. Partially offsetting the impact of lost margins on income, we recorded regulatory assets of approximately $24 million and $67 million in the 2004 third quarter and nine-month period, respectively, and $8 million and $20 million in the 2003 third quarter and nine-month period. The regulatory assets represent an estimate of stranded costs that we believe are recoverable under existing Michigan legislation and MPSC orders. There are a number of variables and estimates that impact the level of recoverable stranded costs, including weather, sales mix, wholesale electric prices and transition charges. As a result, our estimate of stranded costs could increase or decrease. The actual amount of stranded costs to be recovered and the timing of recovery will ultimately be determined by the MPSC.

In February 2004, the MPSC authorized an interim electric rate increase that recognized a revenue deficiency for a portion of the lost electric Customer Choice revenues, and eliminated transition credits and implemented a transition charge for electric Customer Choice customers. Although the interim order, along with changes in wholesale market prices, has stabilized electric Customer Choice sales volumes, current regulation continues to hinder our ability to retain customers. In Detroit Edison’s June 2003 electric rate filing, we addressed numerous issues with the electric Customer Choice program, including stranded costs. The continued delay in addressing the structural problems of the electric Customer Choice program and the timely and full recovery of stranded costs, unfavorably impacts earnings and cash flow.

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See Note 3 for a further discussion of the electric Customer Choice program and the MPSC interim rate order.

Proposed Michigan Legislation- We are pursuing a legislative solution in addressing the structural issues associated with the electric Customer Choice program. On July 1, 2004, a package of six bills was introduced in the Michigan Senate to address unintended consequences of Public Act (PA) 141, Michigan legislation enacted in 2000 that began the restructuring of the electric utility industry in Michigan. We believe that this legislation would address a number of the most important issues in the Michigan electric sector. The proposed legislation:

protects against rate shock by requiring electric utility rates to reflect a full cost of service for all electric customer classes over a 10-year period;
allows current electric Customer Choice customers to return to utility service at regulated rates until December 31, 2005 and at market rates thereafter;
requires mandatory reliability standards and sets a minimum annual 15 percent power reserve margin for all utilities and alternative energy suppliers;
establishes a transition charge formula;
establishes a low-income energy assistance surcharge to all customers receiving distribution service from an electric or gas utility;
establishes a lower special rate for public and private K-12 schools;
clarifies that environmental compliance costs can be securitized; and
authorizes an environmental recovery surcharge applicable to all electric customers to recover the costs of government-mandated pollution control measures.

The Michigan Senate Technology and Energy Committee held hearings that began in August 2004 in an effort to build consensus among Michigan’s electric utilities, alternative energy suppliers, and customer groups. The committee is expected to convene in November 2004 and commence discussions regarding moving the legislative package to the Michigan Senate floor.

Electric Interim Rate Order— Under PA 141, electric rates for all residential, commercial and industrial customers were frozen through 2003. The legislation also capped rates for residential customers through 2005, and for small commercial and industrial customers through 2004. The rate freeze and caps apply to base rates and rates designed to recover fuel and purchased power costs. Historically, fuel and purchased power costs have been a pass-through under the PSCR mechanism.

In June 2003, Detroit Edison filed an application with the MPSC for: 1) an increase in retail electric rates of $427 million annually, 2) the resumption of the PSCR mechanism, and 3) the recovery of net stranded and other costs as permitted under Michigan legislation. Detroit Edison received an interim order in this rate case authorizing an increase in base rates of $248 million annually, effective February 21, 2004, which is applicable to all customers not subject to the rate cap. The order also terminated certain transition credits and authorized transition charges to Choice customers designed to result in $30 million in additional revenues. Additionally, the interim order reaffirmed the resumption of the PSCR mechanism for both capped and uncapped customers, effective January 1, 2004, which is expected to reduce PSCR revenues by $126 million in 2004. However, the interim order allowed Detroit Edison to increase base rates for customers still subject to the cap in an equal and offsetting amount with the change in the PSCR factor to maintain the total capped rate levels in effect for these customers.

Although the base rate increase and transition charges total $278 million, the effects of the interim order are estimated to have increased income by $5 million, net of taxes, in the 2004 third quarter, and decreased income by $3 million, net of taxes, in the 2004 nine-month period. This lower amount is a result of the rate caps, the February 21, 2004 effective date of the interim base rate increase and the PSCR reduction effective January 1, 2004. Revenues from the interim rate order increased income $11 million, net of taxes, in the 2004 third quarter, and increased income $10 million, net of taxes, in the 2004 nine-month period. Revenues from the interim rate order also relate to items that were previously deferred as regulatory assets. The reduction in regulatory asset deferrals related to previously capped customers decreased income by $6 million, net of taxes, in the 2004 third quarter, and decreased income by $13 million, net of taxes, in the 2004 nine-month period. Amounts collected are subject to a potential refund pending a final order in this proceeding. A final order from the MPSC is expected in November 2004. See Note 3.

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Detroit Edison has the following two reportable segments.

ENERGY RESOURCES

Utility - Power Generation

The power generation plants of Detroit Edison comprise our regulated power generation business. Detroit Edison’s numerous fossil plants, its hydroelectric pumped storage plant and its nuclear plant generate electricity. The generated electricity, supplemented with purchased power, is sold principally throughout Michigan and the Midwest to residential, commercial, industrial and wholesale customers.

Factors impacting income:Power Generation earnings declined $27decreased $4 million during the 2004 third quarter and $81 million in the 2004 nine-month period.2005 first quarter. As subsequently discussed, these results primarily reflect reduced gross margins,increased depreciation and amortization expenses, partially offset by higher rates due to the recording of higher regulatory assets, which affected depreciationNovember 2004 MPSC final rate order and amortization expenses. Increased operationlower operations and maintenance expenses and costs associated with the August 2003 blackout also affected the comparison (Note 3).


expense.
                 
  Three Months Ended Nine Months Ended
  September 30
 September 30
  2004
 2003
 2004
 2003
(in Millions)                
Operating Revenues $587  $669  $1,646  $1,874 
Fuel and Purchased Power  234   284   643   749 
   
 
   
 
   
 
   
 
 
Gross Margin  353   385   1,003   1,125 
Operation and Maintenance  159   147   506   487 
Depreciation and Amortization  66   65   177   199 
Taxes Other Than Income  38   40   114   121 
   
 
   
 
   
 
   
 
 
Operating Income  90   133   206   318 
Other (Income) and Deductions  38   39   129   115 
Income Tax Provision  18   33   26   71 
   
 
   
 
   
 
   
 
 
Net Income $34  $61  $51  $132 
   
 
   
 
   
 
   
 
 
Operating Income as a Percent of Operating Revenues  15%  20%  13%  17%

         
  Three Months Ended 
  March 31 
(in Millions) 2005  2004 
Operating Revenues $658  $551 
Fuel and Purchased Power  295   210 
       
Gross Margin  363   341 
Operation and Maintenance  173   182 
Depreciation and Amortization  89   50 
Taxes Other Than Income  37   39 
       
Operating Income  64   70 
Other (Income) and Deductions  46   46 
Income Tax Provision  6   8 
       
Net Income $12  $16 
       
         
Operating Income as a Percent of Operating Revenues  10%  13%
         
 

Gross marginsdeclined $32increased $22 million duringprimarily due to rate increases as a result of the 2004 thirdMPSC final rate order issued in November 2004. Additionally, the first quarter and $122 millionof 2005 has seen the return of customers who formerly participated in the 2004 nine-month period due primarily to lost margins from retail customers choosing to purchase power from alternative suppliers under the electric Customer Choice program. As a result of electric Customer Choice penetration, Detroit Edison lost 18%13 % of retail sales in the 2005 first nine months of 2004, compared to 13%quarter and 15% of such sales during the same 2003 period. The decline in margins in the current nine-month period is also due to a revision of estimate in the level of sales lost to electric Customer Choice in the 2004 second quarter. Sales lost under the electricfirst quarter as a result of Customer Choice program are estimated each month and are finalized in subsequent months when actual data is available. Variances between estimated and actual lost electric Customer Choice sales directly impact the accrual of unbilled sales to full service customers. Electric Customer Choice sales adjustments in the 2004 second quarter had the effect of increasing Customer Choice-related lost sales, thereby reducing unbilled sales by $19 million. The adjustment also reduced sales within Energy Distribution’s Power Distribution — segment.

The loss of retail sales under the electric Customer Choice program also resulted in lower purchase power requirements, as well as excess power capacity that was sold in the wholesale market. Under the interim order previously discussed, revenues from selling excess power reduce the level of recoverable fuel and purchased power costs and therefore do not impact margins. The interim rate order also lowered PSCR revenues which were more than offset by increased base rate and transition charge revenues, resulting in an increase in margins in the 2004 third quarter and nine-month period (Note 3). Weather during 2004

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was milder than in 2003, resulting in decreased margins from retail customers.penetration. Operating revenues and fuel and purchased power costs decreasedincreased in 2004the 2005 first quarter compared to 2003the 2004 first quarter reflecting a $2.79$3.46 per megawatt hour (MWh) (15%(23%) declineincrease in fuel and purchased power costs during the current quarter and a $2.41 per MWh (14%) decline during the nine-month period. Fuel and purchased power costs arecost which is a pass-through with the reinstatement of the PSCR,PSCR. The increase in power supply cost is driven by higher purchase power rates, higher coal prices and therefore do not affect margins or earnings. The decreaseincreased power purchases due to the outage at our nuclear facility, Fermi 2, which was offline for 14 days during the 2005 first quarter. Pursuant to the MPSC final rate order, transmission expenses previously recorded in fuelEnergy Distribution Utility –

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Power Distribution operation and maintenance expenses are now reflected in Energy Resources Utility – Power Generation’s purchased power costs is attributable to lower priced purchases and the use of a more favorable power supply mix.expenses. The favorable mix is due to lower purchases, driven by lost sales under the electric Customer Choice program. The 2003 third quarter and nine-month period includes higher costs associated with substitute power purchased to meet customer demand during the August 2003 blackout. We were required to purchase additional power during the 36-day period it tookPSCR mechanism provides related revenues for our generation fleet to return to pre-blackout capacity.      


transmission expense.
                 
  Three Months Ended Nine Months Ended
  September 30
 September 30
  2004
 2003
 2004
 2003
Electric Sales
                
(in Thousands of MWh)                
Retail  10,623   11,762   30,480   33,364 
Wholesale and Other  1,974   1,603   5,738   4,049 
   
 
   
 
   
 
   
 
 
   12,597   13,365   36,218   37,413 
   
 
   
 
   
 
   
 
 
Power Generated and Purchased
                
(in Thousands of MWh)                
Power Plant Generation                
Fossil  10,407   10,308   28,698   28,649 
Nuclear  2,043   2,096   6,860   5,645 
   
 
   
 
   
 
   
 
 
   12,450   12,404   35,558   34,294 
Purchased Power  1,209   1,868   3,633   5,599 
   
 
   
 
   
 
   
 
 
System Output  13,659   14,272   39,191   39,893 
   
 
   
 
   
 
   
 
 
Average Unit Cost ($/MWh)
                
Generation (1) $13.33  $13.21  $12.98  $13.34 
   
 
   
 
   
 
   
 
 
Purchased Power (2) $42.77  $55.38  $37.12  $43.79 
   
 
   
 
   
 
   
 
 
Overall Average Unit Cost $15.94  $18.73  $15.21  $17.62 
   
 
   
 
   
 
   
 
 
         
  Three Months Ended 
  March 31 
  2005  2004 
Electric Sales (in Thousands of MWh)
        
Retail  10,415   10,423 
Wholesale and other  2,282   2,186 
       
   12,697   12,609 
Internal use and line loss  596   781 
       
   13,293   13,390 
       
         
 
         
Power Generated and Purchased (in Thousands of MWh)
        
Power plant generation        
Fossil  9,763   9,784 
Nuclear  2,053   2,408 
       
   11,816   12,192 
Purchased power  1,477   1,198 
       
System output  13,293   13,390 
       
         
Average Unit Cost ($/MWh)
        
Generation (1) $14.40  $12.88 
       
Purchased power (2) $49.30  $34.54 
       
Overall average unit cost $18.28  $14.82 
       
         
 


(1) Represents fuel costs associated with power plants.
 
(2) The average purchased powerIncludes amounts includeassociated with hedging activities.

Operation and maintenanceexpense increased $12decreased $9 million in the 2004 thirdfirst quarter and $19 million inof 2005. Pursuant to the 2004 nine-month period.MPSC final rate order, merger interest is no longer allocated to Detroit Edison. The increases reflect2005 period also experienced lower benefit costs, associated with maintaining our generation fleet and higher allocations for corporate support services. Additionally, the increases are due to costs associated with our DTE2 implementation project, a company-wide initiative to improve existing processes and to implement new core information systems, including finance, human resources, supply chain and work management.partially offset by increased power plant outage expense.

Depreciation and amortizationexpense increased $1 million and decreased $22$39 million in the 2004 thirdfirst quarter and nine-month period, respectively. Depreciation and amortization expense was affected by increased charges resulting from generation-related capital expenditures. Depreciation and amortization expense was reduced byof 2005. The increase reflects the income effect of recording regulatory assets, totaling $29 millionwhich lowers depreciation and $86amortization expenses. The interim and final electric rate orders in 2004 recover PA 141 costs previously deferred as regulatory assets. As a result, the regulatory asset deferrals totaled $13 million in the 2004 thirdfirst quarter and nine-month period, respectively,of 2005 compared to $27 million and $67$42 million in the same 2003 periods. The regulatory assets represent the deferralfirst quarter of net stranded costs and other costs we believe are recoverable under Public Act 141.

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Other income and deductionsexpense increased $14 million in the 2004 nine-month period, primarily due to lower income associated with recording a return on regulatory assets, as well as costs associated with addressing the structural issues of Public Act 141.2004.

Outlook Future operating results are expected to vary as a result of external factors such as regulatory proceedings, new legislation, changes in market prices of power, coal and natural gas, plant performance, changes in economic conditions, weather and the levels of customer participation in the electric Customer Choice program.

As previously discussed, we expect cash flows and operating performance will continue to be adversely affected byat risk due to the electric Customer Choice program until the inequitiesissues associated with this program are addressed.resolved. We will accrue as regulatory assets our unrecovered generation-related fixed costs (stranded costs) due tohave addressed certain issues of the electric Customer Choice that we believe are recoverable under Michigan legislation and MPSC orders. We have addressed the issue of stranded costsprogram in our June 2003 electricrevenue neutral February 2005 rate filing and are also supporting the proposed legislative solution. Additionally, we requested an increase in retail electric rates to recover higher operating costs. The actual timing and level of recovering stranded and operating costs will ultimately be determined by the MPSC or legislation.restructuring proposal. We cannot predict the outcome of these matters.

In conjunction with DTE Energy’s sale of the transmission assets of International Transmission Company (ITC) in February 2003, the Federal Energy Regulatory Commission (FERC) froze ITC’s transmission rates through December 2004. Annual rate adjustments pursuant to a formulistic pricing mechanism will result in an estimated increase in Detroit Edison’s transmission expense of $50 million annually, beginning in January 2005. Additionally, in a proceeding before the FERC, several Midwest utilities seek

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to recover transmission revenues lost as a result of a FERC order modifying the pricing of transmission service in the Midwest. During the first quarter of 2005 Detroit Edison recorded an estimated $9 million of additional expense. Detroit Edison anticipates additional expenses of approximately $1 million per month from April 2005 through March 2006. Detroit Edison is expected to incur an additional $15 million in 2005 for charges related to the implementation of Midwest Independent Transmission System Operator’s open market. Detroit Edison received rate orders in 2004 that allow for the recovery of increased transmission expenses through the PSCR mechanism.

See Note 3 Regulatory Matters.

ENERGY DISTRIBUTION

Utility - Power Distribution

Power Distribution operations include the electric distribution services of Detroit Edison. Power Distribution distributes electricity generated and purchased by Energy Resources and alternative electricenergy suppliers to Detroit Edison’s 2.1 million customers.

Factors impacting income: Power Distribution earnings decreased $7increased $15 million induring the 2004 third quarter and increased $48 million in the 2004 nine-month period.2005 first quarter. As subsequently discussed, these results primarily reflect an increase in operating revenues, a non-recurring loss recorded in the 2003 first quarter and higherlower operation and maintenance expenses.


expense, as well as higher rates due to the November 2004 MPSC final rate order.
                 
  Three Months Ended Nine Months Ended
  September 30
 September 30
  2004
 2003
 2004
 2003
(in Millions)                
Operating Revenues $371  $348  $1,033  $950 
Fuel and Purchased Power  4   4   10   13 
Operation and Maintenance  202   169   558   538 
Depreciation and Amortization  62   62   187   187 
Taxes Other Than Income  25   27   78   83 
   
 
   
 
   
 
   
 
 
Operating Income  78   86   200   129 
Other (Income) and Deductions  36   33   104   107 
Income Tax Provision (Benefit)  14   18   33   7 
   
 
   
 
   
 
   
 
 
Net Income (Loss) $28  $35  $63  $15 
   
 
   
 
   
 
   
 
 
Operating Income as a Percent of Operating Revenues  21%  25%  19%  14%

         
  Three Months Ended 
  March 31 
(in Millions) 2005  2004 
Operating Revenues $332  $335 
Fuel and Purchased Power  6   6 
Operation and Maintenance  148   161 
Depreciation and Amortization  61   64 
Taxes Other Than Income  32   29 
       
Operating Income  85   75 
Other (Income) and Deductions  23   33 
Income Tax Provision  19   14 
       
Net Income $43  $28 
       
         
Operating Income as a Percent of Operating Revenues  26%  22%
         
 
         
Electric Deliveries
        
(in Thousands of MWh)        
Residential  4,051   4,069 
Commercial  3,364   3,491 
Industrial  2,897   2,754 
Wholesale  563   556 
Other  104   109 
       
   10,979   10,979 
Electric Choice  1,722   1,975 
Electric Choice – Self Generations*  192   167 
       
Total Electric Deliveries  12,893   13,121 
       
         
 

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*Represents deliveries for self generators who have purchased power from alternative energy suppliers to supplement their power requirements.

Operating revenuesdecreased $3 million primarily due to lower electric deliveries as a result of economic conditions, partially offset by higher rates from the November 2004 MPSC final rate order.

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  Three Months Ended Nine Months Ended
  September 30
 September 30
Electric Deliveries 2004
 2003
 2004
 2003
(in Thousands of MWh)                
Residential  4,114   4,457   11,655   11,555 
Commercial  3,557   4,162   10,097   12,251 
Industrial  2,854   3,044   8,418   9,264 
Wholesale  531   556   1,640   1,682 
Other  98   97   310   294 
   
 
   
 
   
 
   
 
 
   11,154   12,316   32,120   35,046 
Electric Choice  2,655   2,141   7,277   5,192 
   
 
   
 
   
 
   
 
 
Total Electric Sales and Deliveries  13,809   14,457   39,397   40,238 
   
 
   
 
   
 
   
 
 


Operating revenuesincreased $23 million in the 2004 third quarter and $83 million in the 2004 nine-month period primarily due to the increase in base rates resulting from the interim order and residential sales growth, partially offset by the effects of milder weather. Additionally, the nine-month period comparison was affected by a revision of estimated unbilled sales in the 2004 second quarter, which reduced revenues by $6 million. As previously discussed, the revision also reduced sales within Energy Resources’ Power Generation — segment.

Operation and maintenanceexpense increased $33 milliondecreased $13 million. Pursuant to the MPSC final electric rate order, transmission expenses previously recorded in Energy Distribution Utility – Power Distribution operation and maintenance expenses are now reflected in Energy Resources Utility – Power Generation’s purchased power expenses with related revenues through the 2004 thirdPSCR mechanism. In addition, pursuant to the MPSC final rate order, merger interest is no longer allocated to Detroit Edison. The 2005 first quarter and $20 million in the 2004 nine-month period. Both 2004 periods were affectedalso benefited from lower uncollectible accounts receivable expense, partially offset by higher reservescosts for uncollectable accounts receivables, reflecting higher past due amounts attributable to economic conditions. Additionally, the increases arefunding of low-income customer assistance fund and system reliability expenses.

Other income and deductionsdecreased $10 million primarily due to higher transmission expenses, resulting fromlower interest expense as a refund in the 2003 third quarter, as well as costs associated with our DTE2 implementation project. The comparison for the nine-month period was also affected by a $22 million loss ($14 million netresult of tax) on the sale of our steam heating business in the 2003 first quarter.adjustments due to settlements related to tax audits.

Outlook Operating results are expected to vary as a result of external factors such as weather, changes in economic conditions and the severity and frequency of storms. As previously mentioned, Detroit Edison filed a rate case in June 2003 to address higher operating costs and other issues. Detroit Edison received an interim order in this rate case in February 2004. See Note 3 — Regulatory Matters.

In conjunction with the sale of transmission assets to International Transmission Company (ITC) in February 2003, the Federal Energy Regulatory Commission froze ITC’s transmission rates through December 2004. It is expected that annual rate adjustments pursuant to a formulistic pricing mechanism beginning in January 2005 will result in an estimated increase in Detroit Edison’s annual transmission expense of $40 million. Additionally, several Midwest utilities seek to recover lost transmission revenues associated with the creation of multiple regional transmission organizations in the Midwest. This Federal Energy Regulatory Commission proceeding could require that Detroit Edison and its customers be responsible for increased transmission costs of up to $30 million annually. Included in the electric rate case filing and 2005 PSCR plan case, Detroit Edison has proposed transmission expenses, above the level established in base rates, be recoverable through the PSCR mechanism. See Note 3.

ENVIRONMENTAL MATTERS

See Note 7 — Contingencies for discussion of environmental matters.

REPRESENTED EMPLOYEES

Approximately 3,600 of the company’s employees were under a contract that expired in June 2004. A new three-year contract was ratified in July 2004.

10


CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures

Management of the Company carried out an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2004,March 31, 2005, which is the end of the period covered by this report. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that such controls and procedures are effectively designed and operating to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and timely reported within the time periods specified in accordance with Commission’sthe SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed and operating to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting

The Company has established a formal assessment process and related procedures to evaluate the effectiveness of internal control over financial reporting using criteria specified byInternal Control — Integrated Frameworkissued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. The assessment process is comprehensive in scope, utilizes internal and external resources and involves many individuals at various levels of the Company in the design, testing and evaluation of internal control.

As part of the evaluation and assessment process, the Company has been improving the design and operating effectiveness of many entity-level and process-level controls. Control testing and remediation activities provide reasonable, but not absolute, assurance that a material weakness in internal control over financial reporting will be avoided. The inherent limitations of our current internal controls, a portion of which are manual by their nature, contribute to the potential for control deficiencies. Although management has not yet completed its assessment and continues to implement control improvements, management does not believe any areas requiring further improvement will constitute a material weakness in internal control over financial reporting as of December 31, 2004.

There has been no change in the Company’s internal control over financial reporting during the quarter ended September 30, 2004March 31, 2005 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

118


The Detroit Edison Company

Consolidated Statement of Operations (unaudited)
         
  Three Months Ended 
  March 31 
(in Millions) 2005  2004 
Operating Revenues
 $990  $886 
       
         
Operating Expenses
        
Fuel and purchased power  301   216 
Operation and maintenance  321   343 
Depreciation and amortization  150   114 
Taxes other than income  69   68 
       
   841   741 
       
         
Operating Income
  149   145 
       
         
Other (Income) and Deductions
        
Interest expense  64   72 
Interest income  (1)   
Other income  (12)  (15)
Other expenses  18   22 
       
   69   79 
       
         
Income Before Income Taxes
  80   66 
         
Income Tax Provision
  25   22 
       
         
Net Income
 $55  $44 
       
         
 

THE DETROIT EDISON COMPANY
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)


                 
  Three Months Ended Nine Months Ended
  September 30
 September 30
(in Millions) 2004
 2003
 2004
 2003
Operating Revenues
 $958  $1,017  $2,679  $2,824 
   
 
   
 
   
 
   
 
 
Operating Expenses
                
Fuel and purchased power  238   288   654   762 
Operation and maintenance  361   316   1,063   1,025 
Depreciation and amortization  128   127   364   386 
Taxes other than income  62   67   192   204 
   
 
   
 
   
 
   
 
 
   789   798   2,273   2,377 
   
 
   
 
   
 
   
 
 
Operating Income
  169   219   406   447 
   
 
   
 
   
 
   
 
 
Other (Income) and Deductions
                
Interest expense  72   71   215   217 
Other income  (13)  (29)  (43)  (62)
Other expenses  16   30   61   67 
   
 
   
 
   
 
   
 
 
   75   72   233   222 
   
 
   
 
   
 
   
 
 
Income Before Income Taxes
  94   147   173   225 
Income Tax Provision
  32   51   59   78 
   
 
   
 
   
 
   
 
 
Income Before Accounting Change
  62   96   114   147 
Cumulative Effect of Accounting Change
           (6)
   
 
   
 
   
 
   
 
 
Net Income
 $62  $96  $114  $141 
   
 
   
 
   
 
   
 
 
See Notes to Consolidated Financial Statements (Unaudited)

9


The Detroit Edison Company

Consolidated Statement of Financial Position
         
  (Unaudited)    
  March 31  December 31 
(in Millions) 2005  2004 
ASSETS
        
Current Assets
        
Cash and cash equivalents $20  $6 
Restricted cash  22   75 
Accounts receivable        
Customer (less allowance for doubtful accounts of $51 and $55, respectively)  308   258 
Accrued unbilled revenues  157   207 
Other  96   120 
Inventories        
Fuel  104   100 
Materials and supplies  117   118 
Note receivable from Affiliate     85 
Other  108   46 
       
   932   1,015 
       
         
Investments
        
Nuclear decommissioning trust funds  593   590 
Other  53   55 
       
   646   645 
       
         
Property
        
Property, plant and equipment  13,017   12,931 
Less accumulated depreciation and depletion.  (5,396)  (5,354)
       
   7,621   7,577 
       
         
Other Assets
        
Regulatory assets  2,080   2,053 
Securitized regulatory assets  1,414   1,438 
Other  105   114 
       
   3,599   3,605 
       
         
Total Assets
 $12,798  $12,842 
       
         
 

See Notes to Consolidated Financial Statements (Unaudited)

10


The Detroit Edison Company
Consolidated Statement of Financial Position

         
  (Unaudited)    
  March 31  December 31 
(in Millions, Except Shares) 2005  2004 
LIABILITIES AND SHAREHOLDER’S EQUITY
        
Current Liabilities
        
Accounts payable $311  $346 
Accrued interest  56   79 
Dividends payable  76   76 
Accrued payroll  22   12 
Accrued vacations  78   76 
Short-term borrowings  184    
Accrued PSCR refund  118   112 
Current portion of long-term debt, including capital leases  329   499 
Other  129   130 
       
   1,303   1,330 
       
         
Other Liabilities
        
Deferred income taxes  1,949   1,941 
Regulatory liabilities  264   253 
Asset retirement obligations (Note 2)  883   869 
Unamortized investment tax credit  122   125 
Nuclear decommissioning  78   77 
Accrued pension liability  267   247 
Other  688   676 
       
   4,251   4,188 
       
         
Long-Term Debt (net of current portion)
        
Mortgage bonds, notes and other  2,879   2,879 
Securitization bonds  1,345   1,400 
Capital lease obligations  63   66 
       
   4,287   4,345 
       
         
Contingencies (Notes 3 and 6)
        
         
Shareholder’s Equity
        
Common stock, $10 par value, 400,000,000 shares authorized, 138,632,324 shares issued and outstanding  1,386   1,386 
Premium on common stock  1,104   1,104 
Common stock expense  (44)  (44)
Retained earnings  509   531 
Accumulated other comprehensive income  2   2 
       
   2,957   2,979 
       
         
Total Liabilities and Shareholder’s Equity
 $12,798  $12,842 
       
         
 

See Notes to Consolidated Financial Statements (Unaudited)

11


The Detroit Edison Company

Consolidated Statement of Cash Flows (Unaudited)
         
  Three Months Ended 
  March 31 
(in Millions) 2005  2004 
Operating Activities
        
Net Income $55  $44 
Adjustments to reconcile net income to net cash from operating activities:        
Depreciation, depletion and amortization  150   114 
Deferred income taxes  9   113 
Changes in assets and liabilities, exclusive of changes shown separately (Note 1)  (37)  (153)
       
Net cash from operating activities  177   118 
       
         
Investing Activities
        
Plant and equipment expenditures  (151)  (147)
Restricted cash for debt redemptions  53   55 
Notes receivable from affiliate  85    
Other investments  (26)  (15)
       
Net cash used for investing activities  (39)  (107)
       
         
Financing Activities
        
Issuance of long-term debt  395    
Redemption of long-term debt  (626)  (61)
Short-term borrowings, net  184   132 
Dividends on common stock  (76)  (74)
Other  (1)  (1)
       
Net cash used for financing activities  (124)  (4)
       
         
Net Increase (Decrease) in Cash and Cash Equivalents
  14   7 
Cash and Cash Equivalents at Beginning of the Period
  6   6 
       
Cash and Cash Equivalents at End of the Period
 $20  $13 
       
         
 

See Notes to Consolidated Financial Statements (Unaudited)

12


The Detroit Edison Company

THE DETROIT EDISON COMPANY
CONSOLIDATED STATEMENT OF FINANCIAL POSITION


         
  (Unaudited)  
  September 30 December 31
  2004
 2003
(in Millions)        
ASSETS
        
Current Assets
        
Cash and cash equivalents $12  $6 
Restricted cash  26   82 
Accounts receivable        
Customer (less allowance for doubtful accounts of $61 and $51, respectively)  341   291 
Accrued unbilled revenues  147   196 
Other  150   169 
Inventories        
Fuel  99   108 
Materials and supplies  117   124 
Other  76   29 
   
 
   
 
 
   968   1,005 
   
 
   
 
 
Investments
        
Nuclear decommissioning trust funds  558   518 
Other  53   54 
   
 
   
 
 
   611   572 
   
 
   
 
 
Property
        
Property, plant and equipment  13,004   12,671 
Less accumulated depreciation  (5,538)  (5,339)
   
 
   
 
 
   7,466   7,332 
   
 
   
 
 
Other Assets
        
Regulatory assets  2,071   2,000 
Securitized regulatory assets  1,462   1,527 
Other  109   113 
   
 
   
 
 
   3,642   3,640 
   
 
   
 
 
Total Assets
 $12,687  $12,549 
   
 
   
 
 
Consolidated Statement of Changes in Shareholder’s Equity
and Comprehensive Income (unaudited)
                             
          Premium          Accumulated    
          on  Common      Other    
(Dollars in Millions, Common Stock  Common  Stock  Retained  Comprehensive    
  Shares in Thousands) Shares  Amount  Stock  Expense  Earnings  Income  Total 
   
Balance, December 31, 2004  138,632  $1,386  $1,104  $(44) $531  $2  $2,979 
   
Net income              55      55 
Dividends declared on common stock              (77)     (77)
   
Balance, March 31, 2005
  138,632  $1,386  $1,104  $(44) $509  $2  $2,957 
   
                             
 


     The following table displays other comprehensive income for the three-month periods ended March 31:
         
(in Millions) 2005  2004 
Net income $55  $44 
       
         
Comprehensive income $55  $44 
       
         
 

See Notes to Consolidated Financial Statements (Unaudited)

13


THE DETROIT EDISON COMPANY
CONSOLIDATED STATEMENT OF FINANCIAL POSITION


The Detroit Edison Company
         
  (Unaudited)  
  September 30 December 31
  2004
 2003
(in Millions, Except Shares)        
LIABILITIES AND SHAREHOLDER’S EQUITY
        
Current Liabilities
        
Accounts payable $262  $211 
Accrued interest  56   76 
Dividends payable  76   74 
Accrued payroll  21   27 
Short-term borrowings  29   100 
Current portion of long-term debt, including capital leases  323   144 
Other  350   289 
   
 
   
 
 
   1,117   921 
   
 
   
 
 
Other Liabilities
        
Deferred income taxes  1,844   1,783 
Regulatory liabilities  247   254 
Asset retirement obligations (Note 2)  857   819 
Unamortized investment tax credit  128   135 
Accrued pension liability  207   321 
Nuclear decommissioning  72   67 
Other  646   639 
   
 
   
 
 
   4,001   4,018 
   
 
   
 
 
Long-Term Debt (net of current portion)
        
Mortgage bonds, notes and other  3,082   3,076 
Securitization bonds  1,400   1,496 
Capital lease obligations  69   75 
   
 
   
 
 
   4,551   4,647 
   
 
   
 
 
Contingencies (Notes 3 and 7)
        
Shareholder’s Equity
        
Common stock, $10 par value, 400,000,000 shares authorized, 138,632,324 and 134,287,832 shares issued and outstanding, respectively  1,386   1,343 
Premium on common stock  1,104   977 
Common stock expense  (44)  (44)
Retained earnings  571   686 
Accumulated other comprehensive income  1   1 
   
 
   
 
 
   3,018   2,963 
   
 
   
 
 
Total Liabilities and Shareholder’s Equity
 $12,687  $12,549 
   
 
   
 
 


See

Notes to Consolidated Financial Statements (Unaudited)

14

(unaudited)


THE DETROIT EDISON COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)


         
  Nine Months Ended
  September 30
  2004
 2003
(in Millions)        
Operating Activities
        
Net Income $114  $141 
Adjustments to reconcile net income to net cash from operating activities:        
Depreciation and amortization  364   386 
Deferred income taxes  57   53 
Loss on sale of assets     21 
Cumulative effect of accounting change     6 
Changes in assets and liabilities, exclusive of changes shown separately (Note 1)  161   (336)
   
 
   
 
 
Net cash from operating activities  696   271 
   
 
   
 
 
Investing Activities
        
Plant and equipment expenditures  (480)  (438)
Proceeds from sales of assets     2 
Restricted cash for debt redemptions  56   93 
Other investments  (49)  (16)
   
 
   
 
 
Net cash used for investing activities  (473)  (359)
   
 
   
 
 
Financing Activities
        
Issuance of long-term debt  266   49 
Redemption of long-term debt  (181)  (502)
Short-term borrowings, net  (71)  203 
Notes payable to affiliates     378 
Capital contribution by parent company     170 
Dividends on common stock  (226)  (222)
Other  (5)  (5)
   
 
   
 
 
Net cash from (used for) financing activities  (217)  71 
   
 
   
 
 
Net Increase (Decrease) in Cash and Cash Equivalents
  6   (17)
Cash and Cash Equivalents at Beginning of the Period
  6   36 
   
 
   
 
 
Cash and Cash Equivalents at End of the Period
 $12  $19 
   
 
   
 
 


See Notes to Consolidated Financial Statements (Unaudited)

15


THE DETROIT EDISON COMPANY
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY
AND COMPREHENSIVE INCOME (UNAUDITED)


                             
(Dollars in Millions,
Shares in Thousands)
 Common Stock
 Premium
on
 Common     Accumulated
Other
  
          Common Stock Retained Comprehensive  
  Shares
 Amount
 Stock
 Expense
 Earnings
 Loss
 Total
Balance, December 31, 2003  134,288  $1,343  $977  $(44) $686  $1  $2,963 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
Net income              114      114 
Dividends declared on common stock              (229)     (229)
Net change in unrealized losses on derivatives, net of tax                     
Common stock issued to parent company (Note 6)  4,344   43   127            170 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
Balance, September 30, 2004
  138,632  $1,386  $1,104  $(44) $571  $1  $3,018 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 


     The following table displays other comprehensive income for the nine-month periods ended September 30:


         
  2004
 2003
(in Millions)        
Net income $114  $141 
   
 
   
 
 
Other comprehensive income (loss), net of tax:        
Net unrealized income (losses) on derivatives:        
Gains arising during the period, net of taxes of $- and $3, respectively     8 
Amounts reclassified to earnings, net of taxes of $- and $(3), respectively     (6)
   
 
   
 
 
       2 
Pension obligations, net of taxes of $- and $224, respectively     417 
   
 
   
 
 
        
   
 
   
 
 
Comprehensive income $114  $560 
   
 
   
 
 


See Notes to Consolidated Financial Statements (Unaudited)

16


THE DETROIT EDISON COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - GENERAL

These consolidated financial statements should be read in conjunction with the notes to consolidated financial statements included in the 20032004 Annual Report on Form 10-K.

The accompanying consolidated financial statements are prepared using accounting principles generally accepted in the United States of America. These accounting principles require us to use estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results may differ from our estimates.

The consolidated financial statements are unaudited, but in our opinion 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.

We reclassified certain prior year balances to match the current year’s financial statement presentation.

Consolidated Statement of Cash Flows

The components of changes in assets and liabilities follow:
         
  Three Months Ended 
  March 31 
(in Millions) 2005  2004 
Changes in Assets and Liabilities, Exclusive of Changes Shown Separately        
Accounts receivable, net $(23) $(18)
Accrued unbilled receivables  50   6 
Inventories  (3)  21 
Accrued pensions  27   29 
Accounts payable  (35)  (14)
Accrued PSCR refund  (8)  46 
Income taxes payable  10   (90)
General taxes  7   (4)
Risk management and trading activities     (1)
Other  (62)  (128)
       
  $(37) $(153)
       
Supplementary cash and non-cash information follows:
         
  Three Months Ended 
  March 31 
(in Millions) 2005  2004 
Cash Paid        
Interest (excluding interest capitalized) $87  $94 
Income taxes $  $1 
Non-cash Financing Activity        
Common stock issued to parent company in conjunction with parent company common stock contribution to pension plan $  $170 
 

The components of changes in assets and liabilities follow:      


         
  Nine Months Ended
  September 30
  2004
 2003
(in Millions)        
Changes in Assets and Liabilities, Exclusive of Changes Shown Separately
        
Accounts receivable, net $(33) $(113)
Accrued unbilled receivables  49   20 
Inventories  16   12 
Accrued pensions  77   (131)
Accounts payable  51   (57)
Accrued power supply cost recovery revenue  62    
Income taxes payable  2   (10)
General taxes  (8)  (10)
Risk management and trading activities  (1)  (7)
Other  (54)  (40)
   
 
   
 
 
  $161  $(336)
   
 
   
 
 

     Other cash and non-cash investing and financing activities follow:      


         
  Nine Months Ended
  September 30
(in Millions) 2004
 2003
Supplementary Cash Flow Information    
Interest paid (excluding interest capitalized) $235  $246 
Income taxes paid $2  $34 
Common stock issued to parent company $170  $ 

1714


Retirement Benefits and Trusteed Assets

The components of net periodic benefit costs for qualified and non-qualified pension benefits and other postretirement benefits follow:


                 
          Other Postretirement
(in Millions) Pension Benefits
 Benefits
Three Months Ended September 30 2004
 2003
 2004
 2003
Service Cost $12  $9  $8  $4 
Interest Cost  33   33   17   16 
Expected Return on Plan Assets  (34)  (33)  (11)  (9)
Amortization of:                
Net loss  13   9   8   6 
Prior service cost  2   3       
Net transition liability        2   6 
   
 
   
 
   
 
   
 
 
Net Periodic Benefit Cost $26  $21  $24  $23 
   
 
   
 
   
 
   
 
 
Nine Months Ended September 30
                
Service Cost $36  $31  $24  $23 
Interest Cost  99   97   52   50 
Expected Return on Plan Assets  (101)  (97)  (34)  (27)
Amortization of:                
Net loss  37   25   25   17 
Prior service cost  7   7       
Net transition liability        6   10 
   
 
   
 
   
 
   
 
 
Net Periodic Benefit Cost $78  $63  $73  $73 
   
 
   
 
   
 
   
 
 

In June 2004, we retroactively adopted Financial Accounting Standards Board (FASB) Staff Position (FSP) No. 106-2. This FSP provides guidance on the accounting for theMedicare Prescription Drug, Improvement and Modernization Act of 2003(Medicare Act). As a result of the retroactive adoption, our other postretirement benefit costs were reduced by $3 million and $9 million for the three and nine months ended September 30, 2004, respectively. See Note 2.

In March 2004, DTE Energy common stock, valued at $170 million, was contributed to our defined benefit retirement plan. In January 2004, we made a $40 million cash contribution to our postretirement health care and life insurance plans. We do not expect to make any additional contributions during 2004.

NOTE 2 — NEW ACCOUNTING PRONOUNCEMENTS

Asset Retirement Obligations

On January 1, 2003, we adopted Statement of Financial Accounting Standards (SFAS)SFAS No. 143, “Accounting for Asset Retirement Obligations, which requires that the fair value of an asset retirement obligation be recognized in the period in which it is incurred. We identified a legal retirement obligation for the decommissioning costs for our Fermi 1 and Fermi 2 nuclear plants. We believe that adoption of SFAS No. 143 results primarily in timing differences in the recognition of legal asset retirement costs that we are currently recovering in rates and will be deferring such differences under SFAS No. 71, “Accounting for the Effects of Certain Types of Regulation.”

18


As a result of adopting SFAS No. 143 on January 1, 2003, we recorded a plant asset of $278 million with offsetting accumulated depreciation of $103 million, a retirement obligation liability of $771 million and reversed previously recognized obligations of $366 million, principally nuclear decommissioning liabilities. We also recorded a cumulative effect amount related to regulated operations as a regulatory asset of $221 million, and a cumulative effect charge against earnings of $6 million (net of taxes of $3 million) for 2003.

A reconciliation of the asset retirement obligation for the 2004 nine-month2005 three-month period follows:


     
(in Millions)    
Asset retirement obligations at January 1, 2004 $819 
Accretion  41 
Liabilities settled  (3)
   
 
 
Asset retirement obligations at September 30, 2004 $857 
   
 
 
     
  
(in Millions)    
Asset retirement obligations at January 1, 2005 $869 
Accretion  14 
    
Asset retirement obligations at March 31, 2005 $883 
    
     
 

A significant portion of the asset retirement obligations represents nuclear decommissioning liabilities which are funded through a surcharge to electric customers over the life of the Fermi 2 nuclear plant.

Retirement Benefits and Trusteed Assets

The components of net periodic benefit costs for qualified and non-qualified pension benefits and other postretirement benefits follow:

                 
          Other Postretirement 
(in Millions) Pension Benefits  Benefits 
Three Months Ended March 31 2005  2004  2005  2004 
Service Cost $14  $13  $11  $8 
Interest Cost  33   33   20   18 
Expected Return on Plan Assets  (34)  (31)  (15)  (12)
Amortization of                
Net loss  13   12   11   9 
Prior service cost  2   2   1    
Net transition liability        2   2 
             
Net Periodic Benefit Cost $28  $29  $30  $25 
             

NOTE 2 – NEW ACCOUNTING PRONOUNCEMENTS

Medicare Act Accounting

In December 2003,May 2004, FASB Staff Position (FSP) No. 106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act was signed into law. This Act provides for a non-taxable federal subsidy to sponsors of retiree health care benefit plans providing a benefit that is at “least actuarially” equivalent to the benefit established by law. We elected at that time to defer the provisions of the Medicare Act, and its impact on our accumulated postretirement benefit obligation and net periodic postretirement benefit cost pending the issuance of specific authoritative accounting guidance by the FASB.

In May 2004, FSP No. 106-22003,” was issued on accounting for the effects of the Medicare Act. TheIn the second quarter of 2004, we adopted FSP is effectiveNo. 106-2, retroactive to January 1, 2004 and as a result earnings for the first interim period beginning after June 15,quarter of 2004 with earlier application encouraged. The guidance in this FSP is applicable to sponsors of single-employer defined benefit postretirement health care plans for which (a) the employer has concluded the prescription drug benefits available under the plan to some or all participants are “actuarially equivalent” to Medicare Part D and thus qualify for the subsidy under the Medicare Act and (b) the expected subsidy will offset or reduce the employer’s sharehave been restated. As a result of the cost of the underlying postretirement prescription drug coverage on which the subsidy is based. We believe we qualify for the subsidy under the Medicare Act and the expected subsidy will partially offsetadoption, our share of the cost of the postretirement prescription drug coverage.

The reduction in the accumulated postretirement benefit obligation for the subsidy related to benefits attributed to past service iswas reduced by approximately $70 million and iswas accounted for as an actuarial gain as required under the FSP.gain. The effects of the subsidy on the measurement ofreduced net periodic postretirement benefit costs is expected to reduce cost by $12$3 million in 2004. The impact of the Medicare Act on the components of other postretirement benefit costs is as follows:

19



         
  Three Months Nine Months
  Ended Ended
(in Millions)
 September 30, 2004
 September 30, 2004
Reduction in service cost $  $1 
Reduction in interest cost  1   3 
Amortization of actuarial gain  2   5 
   
 
   
 
 
Decrease in postretirement benefit cost $3  $9 
   
 
   
 
 

NOTE 3 — REGULATORY MATTERS

Electric Rate Case

Rate Request- In June 2003, Detroit Edison filed an application with the MPSC requesting a change in retail electric rates, resumption of the power supply cost recovery (PSCR) mechanism, and recovery of net stranded costs. The application requested a base rate increase for both full-service and electric Customer Choice customers totaling $416 million annually (approximately 12% increase) in 2006, with a three-year phase-in starting in 2004 as the caps on customer rates expire. Detroit Edison proposed that the $416 million increase be allocated between full-service customers ($265 million) and electric Customer Choice customers ($151 million). In November 2003, Detroit Edison increased its original rate request by $11 million to $427 million.

During the secondfirst quarter of 2004, based upon the MPSC Staff’s (Staff) filing for final rate relief, as subsequently discussed, and more current information regarding the level of electric Customer Choice sales penetration, Detroit Edison revised its base rate increase request from $427 million to $457 million.2004.

In addition, Detroit Edison has updated its request for recovery of regulatory assets from $109 million to $93 million annually over a 5-year period, which includes recovery of deferred return on and of Clean Air Act costs and capital expenditures in excess of base depreciation amounts, transmission costs and electric Customer Choice implementation costs as allowed by Public Act (PA) 141. Detroit Edison is also requesting recovery of $107 million of historical stranded costs, through the date of the interim order.

2015


A summaryAccounting for Conditional Asset Retirement Obligations

In March 2005, the FASB issued Interpretation No. 47 (FIN 47), “Accounting for Conditional Asset Retirement Obligations, an interpretation of FASB Statement No. 143.”FIN 47 seeks to clarify the rate requests follows:      


         
  Initial Final Revised Final
  Rate Request
 Rate Request
(in Millions)        
Base Rate Revenue Deficiency $553  $583 
PSCR Savings/Choice Mitigation  (126)  (126)
   
 
   
 
 
Base Rate Increase  427   457 
Regulatory Asset Recovery Surcharge  109   93(1)
   
 
   
 
 
Total $536  $550 
   
 
   
 
 
Phase in By Year        
2004 $299     
2005  57     
2006  180     
   
 
     
Total $536     
   
 
     


(1)Does not include recovery of $107 million of historical stranded costs.

requirement to record liabilities stemming from a legal obligation to perform asset retirement activities on fixed assets when that retirement is conditioned on a future event. FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005. The revised rate request did not allocate the phase in amounts by year, but the amounts would be allocated to the customer classes as the rate caps expire.

MPSC Interim Rate Order- On February 20, 2004, the MPSC issued an order for interim rate relief. The order authorized an interim increase in base rates, a transition charge for customers participating in the electric Customer Choice program and a new PSCR factor.

The interim base rate increase totaled $248 million annually, effective February 21, 2004, andCompany is applicable to all customers not subject to the rate cap. The increase has been allocated to both full-service customers ($240 million) and electric Customer Choice customers ($8 million). However, because of the rate caps under PA 141, not all of the increase will be realized in 2004. The interim order also terminated certain transition credits and authorized transition charges to electric Customer Choice customers designed to result in $30 million in additional revenues. Additionally, the MPSC authorized a PSCR factor for all customers, a credit of 1.05 mills per kilowatthour (kWh) compared to the 2.04 mills per kWh charge previously in effect. However, the MPSC order allows Detroit Edison to increase base rates for customers still subject to the cap in an equal and offsetting amount with the required reduction in the PSCR factor to maintain the total capped rate levels currently in effect for these customers.

Although the base rate increase and transition charges total $278 million,assessing the effects of this interpretation, and has not yet determined the interim orderimpact on the consolidated financial statements.

NOTE 3 – REGULATORY MATTERS

Electric Rate Restructuring Proposal

On February 4, 2005, Detroit Edison filed a rate restructuring proposal with the MPSC to restructure its electric rates and begin phasing out subsidies that are estimatedpart of its current pricing structure. The proposal would adjust rates for each customer class to be reflective of the full costs incurred to service such customers. Under the proposal, commercial and industrial rates would be lowered, but residential rates would increase over a five-year period beginning in 2007. The MPSC anticipates that this proceeding will be completed in time to have increased income by $5 million, net of taxes,new rates in the 2004 third quarter, and decreased income by $3 million, net of taxes, in the 2004 nine-month period. This lower amount is a result of the rate caps, the February 21, 2004 effective date of the interim base rate increase and the PSCR reduction effectiveeffect no later than January 1, 2004. Revenues from the interim rate order increased income $11 million, net of taxes, in the 2004 third quarter, and increased income $10 million, net of taxes, in the 2004 nine-month period. Revenues from the interim rate order also relate to items that were previously deferred as regulatory assets. The reduction in regulatory asset deferrals related to previously capped customers decreased income by $6 million, net of taxes, in the 2004 third quarter, and decreased income by $13 million, net of taxes, in the 2004 nine-month period. Amounts collected are subject to a potential refund pending a final order in this proceeding.2006.

21

Other Postretirement Benefits Costs Tracker


The MPSC deferred addressing other items in the rate request, including a surcharge to recover regulatory assets, until a final rate order is issued, which is expected in November 2004. We cannot predict the amount of final rate relief that will be granted by the MPSC.

MPSC Staff Recommendation on Final Rate ReliefOn March 5, 2004, the Staff filed testimony regarding final rate relief requested by Detroit Edison. The Staff recommended a base rate increase of $275 million. The recommended amount was subsequently adjusted to $254 million, a $6 million increase over the $248 million interim order. The Staff’s proposed $254 million base rate increase excluded an estimated $93 million of stranded costs from sales lost to electric Customer Choice. The Staff’s proposal would provideFebruary 10, 2005, Detroit Edison the opportunity to mitigate this loss with third-party wholesale sales by modifying the PSCR mechanism to remove the revenue credit from these sales. The revenue credit from third-party wholesale sales currently included in the PSCR mechanism flows this benefit to full-service customers. The Staff recommends that any future Customer Choice margin loss be recovered using two basic provisions; (1) allowing Detroit Edison to retain 90% of the net third-party revenue earned from wholesale sales up to 110% of each year’s electric Customer Choice sales, and (2) that non-cost Choice margin loss (impact of inter-class rate subsidization) be recovered through future rate increases from full-service customers.

The Staff recommended that accrued regulatory assets be recovered through three mechanisms. The first mechanism would recover electric Customer Choice implementation costs through a charge to both full-service and electric Customer Choice customers of approximately $25 million per year, effective in 2006 when all current rate caps expire. The second mechanism recovers accrued regulatory assets, including deferred costs under the Clean Air Act through a five-year surcharge that would only be collected from full-service customers as their rate caps expire forfiled an average of approximately $38 million per year. The third mechanism would recover prior period stranded costs determinedapplication, pursuant to the MPSC’s existingNovember 2004 final rate order, requesting MPSC approval of a proposed tracking mechanism for retiree health care costs. This mechanism would recognize differences between cost levels collected in rates and the actual costs under current accounting rules as regulatory assets or regulatory liabilities with an annual reconciliation proceeding before the MPSC.

2004 PSCR Reconciliation and 2004 Net Stranded Cost Case

In accordance with the MPSC’s direction in the Detroit Edison’s November 2004 final rate order, on March 31, 2005, Detroit Edison filed a joint application and testimony in its 2004 PSCR Reconciliation Case and its 2004 Net Stranded Cost Recovery Case. The combined proceeding will provide a comprehensive true-up of the 2004 PSCR and production fixed cost revenue deficiency methodology. The Staff estimated thatstranded cost calculations, including treatment of the Company’s third party wholesale sales revenues. In the filing, Detroit Edison’sEdison recommended the following distribution of the $218 million of third party wholesale sale revenues; $91 million to offset PSCR fuel expense, $74 million to offset 2004 production operation and maintenance expense, $40 million to offset 2004 PSCR expense and $13 million to offset 2004 production fixed cost stranded costs. Based upon this allocation of third party wholesale sales revenues, Detroit Edison recommends the return of approximately $8 million in over-collections to its PSCR customers and the recovery of approximately $99 million in net stranded costs for 2002, 2003 and 2004 through the date of the interim rate order of February 20, 2004 are approximately $44 million. These stranded costs would be recovered from its electric Customer Choice customers utilizing the transition charge approved in the interim rate order.

The Staff recommended a capital structure of 54% debt and 46% equity and proposed an 11% return on equity.

ALJ’s Recommendation on Final Rate Relief— On August 26, 2004, an MPSC Administrative Law Judge (ALJ) issued a Proposal for Decision (PFD) regarding final rate relief requested by Detroit Edison. The ALJ agreedcustomers. Included with the Staff and recommendedapplication was the filing of a $254 million base rate increase which excluded $93 millionmotion for a temporary interim order requesting the continuation of stranded costs. The recommended base rate increase is predicated upon Detroit Edison being allowed to retain third-party wholesale sales due tothe existing electric Customer Choice to recover the $93 million of stranded costs. The ALJ also endorsed the Staff’s position on regulatory assets and historical stranded costs.

Electric Industry Restructuring

Electric Rates, Customer Choice and Stranded Costs— PA 141 provides Detroit Edison with the right to recover net stranded costs. The MPSC authorized Detroit Edison to establish a regulatory asset to defer recovery of its incurred stranded costs, subject to review in a subsequent annual net stranded cost proceeding. During each quarter, Detroit Edison records a regulatory asset representing an estimate of the cumulative stranded costs as of that period. Our revised and ongoing calculations concluded that the $68 million of net stranded costs recorded as of December 31, 2003 is appropriate. During the 2004 nine-month period, Detroit Edison recorded $67 million of additional stranded costs as a regulatory asset.

An April 1, 2004 Michigan Court of Appeals order found that the MPSC should not defer recovery of Detroit Edison’s electric Customer Choice implementation costs indefinitely. On June 29, 2004, the MPSC

22


issued an order authorizing Detroit Edison to recover $20 million in implementation costs incurred during 2002. Detroit Edison elected to collect these costs as well as implementation costs incurred in 2000 and 2001 as part of the $93 million regulatory asset recovery previously discussed.

Blackout Costs

On August 14, 2003, failures in the regional power transmission grid caused nine of Detroit Edison’s power plants to trip offline, which left virtually all of its 2.1 million customers without power. We estimate that amounts expensed in 2003 related to the blackout, excluding lost margins, were approximately $25 million ($16 million net of tax). In October 2003, Detroit Edison filed an accounting application with the MPSC requesting authority to defer outage related costs associated with the blackouttransition charges until a future rate proceeding to recover outage costs from customers in a manner consistent with the provisions of PA 141. On September 21, 2004, the MPSC denied Detroit Edison’s application to defer and recover these blackout related expenses.final order is issued.

DTE2 Accounting Application

In 2003, we began the implementation of DTE2, a company-wideCompany-wide initiative to improve existing processes and to implement new core information systems, including finance, human resources, supply chain and work management. The new information systems are replacing systems that are approaching the end of their useful lives. We expect the benefits of DTE2 to include lower costs, faster business cycles, repeatable and optimized processes, enhanced internal controls, improvements in inventory management and reductions in system support costs.

16


In July 2004, Detroit Edison filed an accounting application with the MPSC requesting authority to capitalize and amortize DTE2 costs, consisting of computer equipment, software and development costs, as well as related training, maintenance and overhead costs. Through September 30, 2004, DTE Energy has expensed approximately $22In March 2005, a settlement agreement was reached with all parties to this proceeding providing for the deferral of up to $60 million of training, maintenance and overheadcertain DTE2 costs pending MPSC action on our application. Thethat would otherwise be expensed, as a regulatory asset for future rate recovery starting January 1, 2006. In addition, DTE2 costs have been allocated to the various affiliates of DTE Energy based on the expected benefits. Detroit Edison is proposingrecorded as plant assets will be amortized over a 15-year amortization period forperiod. In April 2005, the costs, exclusive ofMPSC approved the computer equipment costs.settlement agreement.

Power Supply Cost Recovery Proceedings

2005 Plan Year In September 2004, Detroit Edison filed its 2005 PSCR plan case seeking approval of a levelized PSCR factor of 1.82 mills/mills per kWh above the amount included in base ratesrates. In December 2004, Detroit Edison filed revisions to beits 2005 PSCR plan case in accordance with the November 2004 MPSC rate order. The revised filing seeks approval of a levelized PSCR factor of up to 0.48 mills per kWh above the new base rates established in the final electric rate case final order. Included in the factor are power supply costs, transmission expenses and NOx emission creditallowance costs. In accordance with the Staff’s recommendation in the electric rate case, the filing includes Detroit Edison’s retention of 90% of the net third-party revenues earned from wholesale sales. Detroit Edison may self-implement the proposedself-implemented a factor of a negative 2.00 mills per kWh on January 1, 2005. At March 31, 2005, if an MPSC order is not received prior to that time.

Transmission Proceedings

Several Midwest utilities seek to recover lost transmission revenues associated with the creation of multiple regional transmission organizations in the Midwest. Positions advocated by several parties in a Federal Energy Regulatory Commission (FERC) proceeding could require that Detroit Edison and its customers be responsiblehas recorded an under-recovery of approximately $14 million related to the 2005 plan year. The Michigan Attorney General has filed a motion for increased transmission costs. Detroit Edison continues to actively participate insummary disposition of this proceeding and estimatesbased on arguments that increased transmission expensesthe PSCR statute requires a fixed 48-month PSCR factor. We cannot predict the nature or timing of up to $30 million annually may arise as a result ofactions the MPSC will take on this proceeding. A FERC decision in this proceeding is expected in November 2004.motion.

23Other


We are unable to predict the outcome of the regulatory matters and proposed legislation discussed herein. Resolution of these matters is dependent upon future MPSC orders, and the legislative process, which may materially impact the financial position, results of operations and cash flows of the company.Company.

NOTE 4 — LONG-TERM– LONG -TERM DEBT

In April 2004, Detroit EdisonFebruary 2005, we issued $36$400 million of 4-7/8% tax-exempt bonds due 2029, the proceeds of which were used to redeem $36senior notes in two series, $200 million of 6.55% tax-exempt bonds4.8% series due 2024. In April 2004, Detroit Edison also issued $322015 and $200 million of 4.65% tax-exempt bonds5.45% series due in 2028, the2035. The proceeds of which were used to redeem the following tax-exempt issues: $11.5$385 million of 6.05% bonds7.5% Quarterly Income Debt Securities due 2023, $7.52026 to 2028.

Also in February 2005, we redeemed $76 million of 5.875% bonds due 2024,7.5% senior notes and $13$100 million of 6.45% bonds due 2024.

In July 2004, Detroit Edison issued $200 million of 5.40% senior7.0% remarketed secured notes, due in 2014. The proceeds were used to repay short-term borrowings and for general corporate purposes.which matured February 2005.

NOTE 5 — SHORT-TERM CREDIT ARRANGEMENTS– COMMITMENTS AND BORROWINGSCONTINGENCIES

On October 15, 2004,Environmental

Air- The EPA issued ozone transport and acid rain regulations and, in December 2003, proposed additional emission regulations relating to ozone, fine particulate and mercury air pollution. The new rules have led to additional controls on fossil-fueled power plants to reduce nitrogen oxide, sulfur dioxide, carbon dioxide and particulate emissions. To comply with these new controls, Detroit Edison entered into a $206.25has spent approximately $580 million five-year unsecured revolving credit facilitythrough December 2004, and lowered itsestimates that it will spend up to $100 million in 2005 and incur up to $1.8 billion of additional future capital expenditures through 2018 to satisfy both the existing three-year facility from $137.5 millionand proposed new control requirements.Under the June 2000 Michigan restructuring legislation, beginning January 1, 2004, annual return of and on this capital expenditure, in excess of current depreciation levels, could be deferred in ratemaking, until after the expiration of the rate cap period, presently expected to $68.75 million. The five-year facility replacesend on December 31, 2005 upon MPSC authorization. Under PA 141 and the October 2003 364-day facility,MPSC’s November 2004 final rate order, we believe that expired. The three-year revolving credit facility expiresprudently incurred capital expenditures, in October 2006. The five- and three-year credit facilitiesexcess of current depreciation levels, are with a syndicate of banks and may be utilized for general corporate borrowings, but primarily are intended to provide liquidity support for Detroit Edison’s commercial paper program. Borrowings under the facilities will be available at prevailing short-term interestrecoverable in rates. The agreements require Detroit Edison to maintain a debt to total capitalization ratio of no more than .65 to l and “earnings before interest, taxes, depreciation and amortization” (EBITDA) to interest ratio of no less than 2 to 1.

Water- Detroit Edison is currently in compliance with these financial covenants.

NOTE 6 — COMMON STOCK

In March 2004, we issued 4,344,492 sharesrequired to examine alternatives for reducing the environmental impacts of common stock, valuedthe cooling water intake structures at $170 million to DTE Energy. DTE Energy contributed a like amountseveral of its stockfacilities. Based on the results of the studies to our defined benefit retirement plan.be conducted over the next several years, Detroit Edison may be required to install additional control technologies to reduce the impacts of the intakes. It is estimated that we will incur up to $50 million over the next five to seven years in additional capital expenditures for Detroit Edison.

NOTE 7 — CONTINGENCIES

Environmental

Contaminated Sites- Detroit Edison conducted remedial investigations at contaminated sites, including 2two former manufactured gas plants,plant sites, the area surrounding an ash landfill and several underground and aboveground storage tank locations. The findings of these investigations indicated that the estimated total costscost to remediate these sites is approximately $8 million, which is expected to be incurred over the next several years. As a result of the investigation, Detroit Edison accrued an $8 million liability during 2004.

Personal Property Taxes

Prior to 1999, Detroit Edison and other Michigan utilities asserted that Michigan’s valuation tables result in the substantial overvaluation of utility personal property. Valuation tables established by the Michigan State Tax Commission (STC) are used to determine the taxable value of personal property based on the property’s age. In JulyNovember 1999, the STC approved new valuation tables that more accurately recognize the value of a utility’s personal property. The new tables became effective in 2000 and are currently used to calculate property tax expense. However, several local taxing jurisdictions have taken legal action attempting to prevent the STC from implementing the new valuation tables and have continued to prepare assessments based on the superseded tables. The legal actions regarding the appropriateness of the new tables were before the Michigan Tax Tribunal (MTT) which, in April 2002, issued its decision essentially affirming the validity of the STC’s new tables. In June 2002, petitioners in the case filed an appeal of the MTT’s decision with the Michigan Court of Appeals. In January 2004, the Environmental Protection Agency (EPA) published final regulations establishing requirementsMichigan Court of Appeals upheld the validity of the new tables. With no further appeal by the petitioners available, the MTT began to schedule utility personal property valuation cases for Prehearing General Calls. Detroit Edison has filed motions and the MTT agreed to place the cases in abeyance pending the conclusion of settlement negotiations being conducted by State of Michigan Treasury officials. On February 14, 2005, MTT issued a permitting processscheduling order that lifts the prior abeyances in a significant number of Detroit Edison appeals. The scheduling order sets litigation calendars for existingthese cases extending into mid-2006.

17


Detroit Edison continues to record property tax expense based on the new tables. Detroit Edison will continue through settlement or litigation to seek to apply the new tables retroactively and to ultimately resolve the pending tax appeals related to 1997 through 1999. This is a solution supported by the STC in the past. To the extent that settlements cannot be achieved with the jurisdictions, litigation regarding the valuation of utility property will delay any recoveries by Detroit Edison.

Other Commitments

Detroit Edison has an Energy Purchase Agreement to purchase steam and electricity from the Greater Detroit Resource Recovery Authority (GDRRA). Under the Agreement, Detroit Edison will purchase steam through 2008 and electricity through June 2024. In 1996, a special charge to income was recorded that included a reserve for steam purchase commitments in excess of replacement costs from 1997 through 2008. The reserve for steam purchase commitments is being amortized to fuel, purchased power plant cooling water intake structures.and gas expense with non-cash accretion expense being recorded through 2008. During the first quarter of 2005 we purchased $12 million of steam and electricity. For the full year 2004, we purchased $42 million of steam and electricity. We estimate steam and electric purchase commitments through 2024 will not exceed $472 million. As discussed in Note 3 — Dispositions, in January 2003, we sold the steam heating business of Detroit Edison to Thermal Ventures II, LP. Due to terms of the sale, Detroit Edison remains contractually obligated to buy steam from GDRRA until 2008 and recorded an additional liability of $20 million for future commitments. Also, we have guaranteed bank loans that Thermal Ventures II, LP may use for capital improvements to the steam heating system.

At December 31, 2004, we have entered into numerous long-term purchase commitments relating to a variety of goods and services required for our business. These regulations require individual facility studies, and permitting and intake modificationsagreements primarily consist of fuel supply commitments. We estimate that these commitments will be determined and implemented over the next 5 to 7 years and which could require up to $50 million in additionalapproximately $1.4 billion through 2018. We also estimate that 2005 base level capital expenditures will be $800 million. We have made certain commitments in connection with expected capital expenditures.

Bankruptcies

We purchase and sell electricity from and to numerous companies operating in the steel, automotive, energy and retail industries. Several customers have filed for Detroit Edison.bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code. We have negotiated or are currently involved in negotiations with each of the companies, or their successor companies, that have filed for bankruptcy protection. We regularly review contingent matters relating to purchase and sale contracts and record provisions for amounts considered probable of loss. We believe our previously accrued amounts are adequate for probable losses. The final resolution of these matters is not expected to have a material effect on our financial statements in the period they are resolved.

Other

We are involved in certain legal, regulatory, administrative and administrativeenvironmental proceedings before various courts, arbitration panels and governmental agencies concerning claims arising in the ordinary course of business. These proceedings include certain contract disputes, environmental reviews and investigations,

24


audits, inquiries from various regulators, and pending judicial matters. We cannot predict the final disposition of such proceedings. We regularly review legal matters and record provisions for claims that are considered probable of loss. The resolution of pending proceedings is not expected to have a material effect on our operations or financial statements in the period they are resolved.

See Note 3 for a discussion of contingencies related to Regulatory Matters.

NOTE 8 —6 – SEGMENT INFORMATION

Detroit Edison has the following two reportable segments. Inter-segment revenues are not material.
         
  Three Months Ended 
  March 31 
(in Millions) 2005  2004 
Operating Revenues
        
Energy Resources $658  $551 
Energy Distribution  332   335 
       
  $990  $886 
       
         
Net Income
        
Energy Resources $12  $16 
Energy Distribution  43   28 
       
  $55  $44 
       

Detroit Edison has the following two reportable segments. Inter-segment revenues are not material.


                 
  Three Months Ended Nine Months Ended
  September 30
 September 30
(in Millions) 2004
 2003
 2004
 2003
Operating Revenues
                
Energy Resources $587  $669  $1,646  $1,874 
Energy Distribution  371   348   1,033   950 
   
 
   
 
   
 
   
 
 
  $958  $1,017  $2,679  $2,824 
   
 
   
 
   
 
   
 
 
Net Income
                
Energy Resources $34  $61  $51  $132 
Energy Distribution  28   35   63   15 
Cumulative Effect of Accounting Change           (6)
   
 
   
 
   
 
   
 
 
Total $62  $96  $114  $141 
   
 
   
 
   
 
   
 
 

2518


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholder of
The Detroit Edison Company

We have reviewed the accompanying condensed consolidated statement of financial position of The Detroit Edison Company and subsidiaries as of September 30, 2004,March 31, 2005, and the related condensed consolidated statementstatements of operations for the three-month and nine-month periods ended September 30, 2004 and 2003, the condensed consolidated statement of cash flows for the nine-monththree-month periods ended September 30,March 31, 2005 and 2004, and 2003, and the condensed consolidated statement of changes in shareholder’s equity and comprehensive income for the nine-monththree-month period ended September 30, 2004March 31, 2005 and the nine-monththree-month periods ended September 30,March 31, 2005 and 2004, and 2003, respectively. These interim financial statements are the responsibility of The Detroit Edison Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), 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 interim 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 the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of financial position of The Detroit Edison Company and subsidiaries as of December 31, 2003,2004, and the related consolidated statements of operations, cash flows and changes in shareholder’s equity and comprehensive income for the year then ended (not presented herein); and in our report dated March 1, 200415, 2005 (which report includes an explanatory paragraph relating to the change in the methods of accounting for asset retirement obligations in 2003 and derivative instruments and hedging activities in 2001)2003), we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated statement of financial position as of December 31, 20032004 is fairly stated, in all material respects, in relation to the consolidated statement of financial position from which it has been derived.

/S/ DELOITTE & TOUCHE LLP

Detroit, Michigan
November 4, 2004May 10, 2005

2619


OTHER INFORMATIONOther Information

LEGAL PROCEEDINGSLegal Proceedings

We are involved in certain legal, regulatory, administrative and administrativeenvironmental proceedings before various courts, arbitration panels and governmental agencies concerning matters arising in the ordinary course of business. These proceedings include certain contract disputes, environmental reviews and investigations, audits, inquiries from various regulators, and pending judicial matters. We cannot predict the final disposition of such proceedings. We regularly review legal matters and record provisions for claims that are considered probable of loss. The resolution of pending proceedings is not expected to have a material effect on our operations or financial statements in the period they are resolved. For additional discussion on legal matters, see the Notes to the Consolidated Financial Statements.

EXHIBITSExhibits

   
Exhibit  
Number
 Description
Filed:
  
   
15-2815- 29 Awareness Letter of Deloitte & Touche LLP
   
31-1131- 15 Chief Executive Officer Section 302 Form 10-Q Certification
   
31-1231-16 Chief Financial Officer Section 302 Form 10-Q Certification
   
Furnished:Incorporated by reference:
   
32-114-241Sixteenth Supplemental Indenture, dated as of April 1, 2005, to the Collateral Trust Indenture, dated as of June 30, 1993, between The Detroit Edison Company and J. P. Morgan Trust Company, National Association, as successor trustee, providing for 2005 Series AR 4.80% Senior Notes due 2015 and 2005 Series BR 5.45% Senior Notes due 2035 (Exhibit 4.1 to Registration Statement on Form S-4 (File No. 333-123926))
4-242Supplemental Indenture, dated as of April 1, 2005, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and J.P. Morgan Trust Company, National Association, as successor trustee, providing for General and Refunding Mortgage Bonds 2005 Series AR and 2005 Series BR (Exhibit 4.3 to Registration Statement on Form S-4 (File No. 333-123926))
Furnished:
32- 15 Chief Executive Officer Section 906 Certification of Periodic Report
   
32-1232- 16 Chief Financial Officer Section 906 Certification of Periodic Report

2720


SIGNATURE

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

   
 THE DETROIT EDISON COMPANY
   
Date: November 4, 2004May 10, 2005 /s/ DANIEL G. BRUDZYNSKI
 
 
 Daniel G. Brudzynski
Chief Accounting Officer,
Vice President and Controller

2821


EXHIBIT INDEXExhibit Index

   
Exhibit  
Number
 Description
15-28
Filed:
15- 29 Awareness Letter of Deloitte & Touche LLP
   
31-1131- 15 Chief Executive Officer Section 302 Form 10-Q Certification
   
31-1231-16 Chief Financial Officer Section 302 Form 10-Q Certification
   
32-1132- 15 Chief Executive Officer Section 906 Certification of Periodic Report
   
32-1232- 16 Chief Financial Officer Section 906 Certification of Periodic Report

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