________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 2000
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Registrants; State of |
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Commission |
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Incorporation; Address; and |
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I.R.S. Employer |
File Number |
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Telephone Number |
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Identification No. |
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1-11607 |
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DTE Energy Company
(a Michigan corporation)
2000 2nd Avenue
Detroit, Michigan 48226-1279
313-235-4000 |
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38-3217752 |
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1-2198 |
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The Detroit Edison Company
(a Michigan corporation)
2000 2nd Avenue
Detroit, Michigan 48226-1279
313-235-8000 |
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38-0478650 |
Indicate by check mark whether the registrants (1) have
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrants
were required to file such reports), and (2) have been
subject to such filing requirements for the past 90 days.
Yes X No
At April 30, 2000, 142,660,170 shares of DTE Energys
Common Stock, substantially all held by non-affiliates, were
outstanding.
TABLE OF CONTENTS
DTE ENERGY COMPANY
and
THE DETROIT EDISON COMPANY
FORM 10-Q
For The Quarter Ended March 31, 2000
This document contains the Quarterly Reports on Form 10-Q
for the quarter ended March 31, 2000 for each of DTE Energy
Company and The Detroit Edison Company. Information contained
herein relating to an individual registrant is filed by such
registrant on its own behalf. Accordingly, except for its
subsidiaries, The Detroit Edison Company makes no representation
as to information relating to any other companies affiliated with
DTE Energy Company.
TABLE OF CONTENTS
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Page |
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Definitions |
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3 |
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Quarterly Report on Form 10-Q for DTE Energy Company: |
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Part I Financial Information |
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4 |
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Item 1 Financial Statements |
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4 |
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Item 2 Managements Discussion and Analysis
of Financial Condition and Results of Operations |
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19 |
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Item 3 Quantitative and Qualitative Disclosures
About Market Risk |
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21 |
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Part II Other Information |
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23 |
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Item 5 Other Information |
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23 |
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Quarterly Report on Form 10-Q for The Detroit Edison
Company: |
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Part I Financial Information |
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24 |
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Item 1 Financial Statements |
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24 |
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Item 2 Managements Discussion and Analysis
of Financial Condition and Results of Operations |
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24 |
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Part II Other Information |
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24 |
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Item 1 Legal Proceedings |
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24 |
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Item 5 Other Information |
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24 |
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Quarterly Reports on Form 10-Q for DTE Energy Company and
The Detroit Edison Company: |
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Item 6 Exhibits and Reports on Form 8-K |
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26 |
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Signature Page to DTE Energy Company Quarterly Report on
Form 10-Q |
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31 |
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Signature Page to The Detroit Edison Company Quarterly Report on
Form 10-Q |
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32 |
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DEFINITIONS
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Annual Report |
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1999 Annual Report to the Securities and Exchange Commission on
Form 10-K for DTE Energy Company or The Detroit Edison Company,
as the case may be |
Annual Report Notes |
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Notes to Consolidated Financial Statements appearing on
pages 43 through 70 and 74 through 77 of the 1999 Annual
Report to the Securities and Exchange Commission on Form 10-K for
DTE Energy Company and The Detroit Edison Company, as the case
may be |
ABATE |
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Association of Businesses Advocating Tariff Equity |
Company |
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DTE Energy Company and Subsidiary Companies |
Detroit Edison |
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The Detroit Edison Company (a wholly owned subsidiary of DTE
Energy Company) and Subsidiary Companies |
DTE Capital |
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DTE Capital Corporation (a wholly owned subsidiary of DTE Energy
Company) |
Electric Choice |
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Gives all retail customers equal opportunity to utilize the
transmission system which results in access to competitive
generation resources |
EPA |
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United States Environmental Protection Agency |
ERISA |
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Employee Retirement Income Security Act |
FERC |
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Federal Energy Regulatory Commission |
kWh |
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Kilowatthour |
MCN |
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MCN Energy Group Inc. |
MPSC |
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Michigan Public Service Commission |
MW |
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Megawatt |
MWh |
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Megawatthour |
Note(s) |
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Note(s) to Condensed Consolidated Financial Statements
(Unaudited) appearing herein |
PSCR |
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Power Supply Cost Recovery |
Registrant |
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Company or Detroit Edison, as the case may be |
3
QUARTERLY REPORT ON FORM 10-Q FOR DTE ENERGY COMPANY
PART I FINANCIAL INFORMATION
Item 1 Condensed Consolidated Financial
Statements (Unaudited).
The following condensed consolidated financial statements
(unaudited) are included herein.
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Page |
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DTE Energy Company: |
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Condensed Consolidated Statement of Income |
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5 |
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Condensed Consolidated Balance Sheet |
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6 |
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Condensed Consolidated Statement of Cash Flows |
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8 |
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Condensed Consolidated Statement of Changes in Shareholders
Equity |
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9 |
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The Detroit Edison Company: |
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Condensed Consolidated Statement of Income |
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11 |
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Condensed Consolidated Balance Sheet |
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12 |
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Condensed Consolidated Statement of Cash Flows |
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14 |
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Condensed Consolidated Statement of Changes in Shareholders
Equity |
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15 |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
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16 |
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Independent Accountants Report |
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18 |
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Note: |
Detroit Edisons Condensed Consolidated Financial Statements
are presented here for ease of reference and are not considered
to be part of Item I of the Companys report. |
4
DTE Energy Company
Condensed Consolidated Statement of Income (Unaudited)
(Millions, Except Per Share Amounts)
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Three Months |
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Ended |
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March 31 |
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2000 |
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1999 |
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Operating Revenues |
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$ |
1,182 |
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$ |
1,024 |
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Operating Expenses |
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Fuel and purchased power |
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344 |
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231 |
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Operation and maintenance |
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355 |
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325 |
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Depreciation and amortization |
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192 |
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182 |
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Taxes other than income |
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76 |
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71 |
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Total Operating Expenses |
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967 |
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809 |
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Operating Income |
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215 |
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215 |
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Interest Expense and Other |
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Interest expense |
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83 |
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83 |
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Other net |
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2 |
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3 |
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Total Interest Expense and Other |
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85 |
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86 |
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Income Before Income Taxes |
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130 |
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129 |
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Income Taxes |
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13 |
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14 |
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Net Income |
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$ |
117 |
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$ |
115 |
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Average Common Shares Outstanding |
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145 |
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145 |
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Earnings per Common Share Basic and Diluted |
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$ |
0.81 |
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$ |
0.79 |
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See Notes to Condensed Consolidated Financial Statements
(Unaudited).
5
DTE Energy Company
Condensed Consolidated Balance Sheet (Unaudited)
(Millions, Except Shares)
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March 31 |
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December 31 |
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2000 |
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1999 |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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$ |
25 |
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$ |
33 |
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Restricted cash |
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133 |
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131 |
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Accounts receivable |
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Customer (less allowance for doubtful accounts of $22 and $21,
respectively) |
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342 |
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388 |
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Accrued unbilled revenues |
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169 |
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166 |
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Other |
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143 |
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144 |
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Inventories (at average cost) |
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Fuel |
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168 |
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175 |
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Materials and supplies |
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157 |
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168 |
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Asset from risk management activities |
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109 |
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67 |
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Other |
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114 |
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38 |
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1,360 |
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1,310 |
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Investments |
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Nuclear decommissioning trust funds |
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387 |
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361 |
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Other |
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269 |
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|
274 |
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|
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|
|
|
|
656 |
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|
|
635 |
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Property |
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Property, plant and equipment |
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11,817 |
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11,755 |
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Property under capital leases |
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221 |
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222 |
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Nuclear fuel under capital lease |
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702 |
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663 |
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Construction work in progress |
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152 |
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|
106 |
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12,892 |
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12,746 |
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Less accumulated depreciation and amortization |
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5,671 |
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5,598 |
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7,221 |
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7,148 |
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Regulatory Assets |
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2,839 |
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2,935 |
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Other Assets |
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293 |
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|
|
288 |
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Total Assets |
|
$ |
12,369 |
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$ |
12,316 |
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See Notes to Condensed Consolidated Financial Statements
(Unaudited).
6
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March 31 |
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December 31 |
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2000 |
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1999 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Current Liabilities |
|
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|
|
|
|
|
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Accounts payable |
|
$ |
243 |
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|
$ |
273 |
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Accrued interest |
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|
49 |
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|
57 |
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Dividends payable |
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75 |
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|
75 |
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Accrued payroll |
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|
80 |
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|
97 |
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Short-term borrowings |
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|
501 |
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387 |
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Income taxes |
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|
101 |
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61 |
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Current portion long-term debt |
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95 |
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|
270 |
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Current portion capital leases |
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104 |
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|
75 |
|
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Liability from risk management activities |
|
|
87 |
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|
|
52 |
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|
|
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Other |
|
|
195 |
|
|
|
257 |
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|
|
|
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|
|
|
|
|
|
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|
1,530 |
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|
1,604 |
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|
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Other Liabilities |
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Deferred income taxes |
|
|
1,886 |
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|
|
1,925 |
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Capital leases |
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|
111 |
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|
|
114 |
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Regulatory liabilities |
|
|
260 |
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|
|
262 |
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|
|
|
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Other |
|
|
581 |
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|
|
564 |
|
|
|
|
|
|
|
|
|
|
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|
2,838 |
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|
|
2,865 |
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|
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Long-Term Debt |
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|
4,120 |
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|
|
3,938 |
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|
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|
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Shareholders Equity |
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|
|
|
|
|
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|
Common stock, without par value, 400,000,000 shares authorized,
142,660,170 and 145,041,324 issued and outstanding, respectively |
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|
1,918 |
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|
|
1,950 |
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|
|
|
|
|
Retained earnings |
|
|
1,963 |
|
|
|
1,959 |
|
|
|
|
|
|
|
|
|
|
|
|
|
3,881 |
|
|
|
3,909 |
|
|
|
|
|
|
|
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|
Contingencies (Note 6) |
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Total Liabilities and Shareholders Equity |
|
$ |
12,369 |
|
|
$ |
12,316 |
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|
|
|
|
|
|
|
|
|
See Notes to Condensed Consolidated Financial Statements
(Unaudited).
7
DTE Energy Company
Condensed Consolidated Statement of Cash Flows (Unaudited)
(Millions)
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|
|
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|
|
|
|
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Three Months |
|
|
Ended |
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|
March 31 |
|
|
|
|
|
2000 |
|
1999 |
|
|
|
|
|
Operating Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
$ |
117 |
|
|
$ |
115 |
|
|
|
|
|
|
Adjustments to reconcile net income to net cash from operating
activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
192 |
|
|
|
182 |
|
|
|
|
|
|
|
Other |
|
|
22 |
|
|
|
30 |
|
|
|
|
|
|
|
Changes in current assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted cash |
|
|
2 |
|
|
|
(11 |
) |
|
|
|
|
|
|
|
Accounts receivable |
|
|
44 |
|
|
|
22 |
|
|
|
|
|
|
|
|
Inventories |
|
|
18 |
|
|
|
25 |
|
|
|
|
|
|
|
|
Payables |
|
|
(63 |
) |
|
|
(50 |
) |
|
|
|
|
|
|
|
Other |
|
|
(148 |
) |
|
|
(175 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash from operating activities |
|
|
184 |
|
|
|
138 |
|
|
|
|
|
|
|
|
|
|
Investing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Plant and equipment expenditures |
|
|
(176 |
) |
|
|
(164 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash used for investing activities |
|
|
(176 |
) |
|
|
(164 |
) |
|
|
|
|
|
|
|
|
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Financing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of long-term debt |
|
|
219 |
|
|
|
|
|
|
|
|
|
|
Increase in short-term borrowings |
|
|
114 |
|
|
|
49 |
|
|
|
|
|
|
Redemption of long-term debt |
|
|
(212 |
) |
|
|
(37 |
) |
|
|
|
|
|
Repurchase of common stock |
|
|
(62 |
) |
|
|
|
|
|
|
|
|
|
Dividends on common stock |
|
|
(75 |
) |
|
|
(75 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash used for financing activities |
|
|
(16 |
) |
|
|
(63 |
) |
|
|
|
|
|
|
|
|
|
Net Decrease in Cash and Cash Equivalents |
|
|
(8 |
) |
|
|
(89 |
) |
|
|
|
|
Cash and Cash Equivalents at Beginning of the Period |
|
|
33 |
|
|
|
130 |
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents at End of the Period |
|
$ |
25 |
|
|
$ |
41 |
|
|
|
|
|
|
|
|
|
|
Supplementary Cash Flow Information |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid (excluding interest capitalized) |
|
$ |
91 |
|
|
$ |
84 |
|
|
|
|
|
|
Income taxes paid |
|
|
14 |
|
|
|
29 |
|
|
|
|
|
|
New capital lease obligations |
|
|
40 |
|
|
|
9 |
|
See Notes to Condensed Consolidated Financial Statements
(Unaudited).
8
DTE Energy Company
Condensed Consolidated Statement of Changes in
Shareholders Equity (Unaudited)
(Millions, Except Per Share Amounts; Shares in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2000 |
|
|
|
|
|
Shares |
|
Amount |
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year |
|
|
145,041 |
|
|
$ |
1,950 |
|
|
|
|
|
|
Repurchase and retirement of common stock |
|
|
(2,381 |
) |
|
|
(32 |
) |
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2000 |
|
|
142,660 |
|
|
$ |
1,918 |
|
|
|
|
|
|
|
|
|
|
Retained Earnings |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year |
|
|
|
|
|
$ |
1,959 |
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
117 |
|
|
|
|
|
|
Dividends declared on common stock ($0.515 per share) |
|
|
|
|
|
|
(75 |
) |
|
|
|
|
|
Repurchase and retirement of common stock |
|
|
|
|
|
|
(38 |
) |
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2000 |
|
|
|
|
|
$ |
1,963 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Shareholders Equity |
|
|
|
|
|
$ |
3,881 |
|
|
|
|
|
|
|
|
|
|
See Notes to Condensed Consolidated Financial Statements
(Unaudited).
9
[This page intentionally left blank.]
10
The Detroit Edison Company
Condensed Consolidated Statement of Income (Unaudited)
(Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Ended |
|
|
March 31 |
|
|
|
|
|
2000 |
|
1999 |
|
|
|
|
|
Operating Revenues |
|
$ |
949 |
|
|
$ |
911 |
|
|
|
|
|
|
|
|
|
|
Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuel and purchased power |
|
|
229 |
|
|
|
206 |
|
|
|
|
|
|
Operation and maintenance |
|
|
240 |
|
|
|
237 |
|
|
|
|
|
|
Depreciation and amortization |
|
|
182 |
|
|
|
173 |
|
|
|
|
|
|
Taxes other than income |
|
|
75 |
|
|
|
71 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses |
|
|
726 |
|
|
|
687 |
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
|
223 |
|
|
|
224 |
|
|
|
|
|
|
|
|
|
|
Interest Expense and Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
69 |
|
|
|
68 |
|
|
|
|
|
|
Other net |
|
|
4 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Interest Expense and Other |
|
|
73 |
|
|
|
71 |
|
|
|
|
|
|
|
|
|
|
Income Before Income Taxes |
|
|
150 |
|
|
|
153 |
|
|
|
|
|
Income Taxes |
|
|
53 |
|
|
|
49 |
|
|
|
|
|
|
|
|
|
|
Net Income |
|
$ |
97 |
|
|
$ |
104 |
|
|
|
|
|
|
|
|
|
|
See Notes to Condensed Consolidated Financial Statements
(Unaudited).
11
The Detroit Edison Company
Condensed Consolidated Balance Sheet (Unaudited)
(Millions, Except Per Share Amounts and Shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31 |
|
December 31 |
|
|
2000 |
|
1999 |
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
8 |
|
|
$ |
4 |
|
|
Accounts receivable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer (less allowance for doubtful accounts of $20) |
|
|
269 |
|
|
|
316 |
|
|
|
|
|
|
|
Accrued unbilled revenues |
|
|
169 |
|
|
|
166 |
|
|
|
|
|
|
|
Other |
|
|
133 |
|
|
|
138 |
|
|
Inventories (at average cost) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuel |
|
|
168 |
|
|
|
175 |
|
|
|
|
|
|
|
Materials and supplies |
|
|
141 |
|
|
|
140 |
|
|
|
|
|
|
Other |
|
|
107 |
|
|
|
29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
995 |
|
|
|
968 |
|
|
|
|
|
|
|
|
|
|
Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
Nuclear decommissioning trust funds |
|
|
387 |
|
|
|
361 |
|
|
|
|
|
|
Other |
|
|
31 |
|
|
|
34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
418 |
|
|
|
395 |
|
|
|
|
|
|
|
|
|
|
Property |
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
|
11,266 |
|
|
|
11,204 |
|
|
|
|
|
|
Property under capital leases |
|
|
221 |
|
|
|
221 |
|
|
|
|
|
|
Nuclear fuel under capital lease |
|
|
702 |
|
|
|
663 |
|
|
|
|
|
|
Construction work in progress |
|
|
6 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
12,195 |
|
|
|
12,092 |
|
|
|
|
|
|
|
|
|
|
Less accumulated depreciation and amortization |
|
|
5,591 |
|
|
|
5,526 |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,604 |
|
|
|
6,566 |
|
|
|
|
|
|
|
|
|
|
Regulatory Assets |
|
|
2,839 |
|
|
|
2,935 |
|
|
|
|
|
|
|
|
|
|
Other Assets |
|
|
191 |
|
|
|
187 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
11,047 |
|
|
$ |
11,051 |
|
|
|
|
|
|
|
|
|
|
See Notes to Condensed Consolidated Financial Statements
(Unaudited).
12
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31 |
|
December 31 |
|
|
2000 |
|
1999 |
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
201 |
|
|
$ |
224 |
|
|
|
|
|
|
Accrued interest |
|
|
39 |
|
|
|
54 |
|
|
|
|
|
|
Dividends payable |
|
|
80 |
|
|
|
80 |
|
|
|
|
|
|
Accrued payroll |
|
|
79 |
|
|
|
90 |
|
|
|
|
|
|
Short-term borrowings |
|
|
316 |
|
|
|
362 |
|
|
|
|
|
|
Income taxes |
|
|
158 |
|
|
|
84 |
|
|
|
|
|
|
Current portion long-term debt |
|
|
19 |
|
|
|
194 |
|
|
|
|
|
|
Current portion capital leases |
|
|
104 |
|
|
|
75 |
|
|
|
|
|
|
Other |
|
|
129 |
|
|
|
159 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,125 |
|
|
|
1,322 |
|
|
|
|
|
|
|
|
|
|
Other Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income taxes |
|
|
1,844 |
|
|
|
1,879 |
|
|
|
|
|
|
Capital leases |
|
|
111 |
|
|
|
114 |
|
|
|
|
|
|
Regulatory liabilities |
|
|
260 |
|
|
|
262 |
|
|
|
|
|
|
Other |
|
|
578 |
|
|
|
562 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,793 |
|
|
|
2,817 |
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt |
|
|
3,484 |
|
|
|
3,284 |
|
|
|
|
|
|
|
|
|
|
Shareholders Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, $10 par value, 400,000,000 shares authorized,
145,119,875 issued and outstanding |
|
|
1,451 |
|
|
|
1,451 |
|
|
|
|
|
|
Premium on common stock |
|
|
548 |
|
|
|
548 |
|
|
|
|
|
|
Common stock expense |
|
|
(48 |
) |
|
|
(48 |
) |
|
|
|
|
|
Retained earnings |
|
|
1,694 |
|
|
|
1,677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
3,645 |
|
|
|
3,628 |
|
|
|
|
|
|
|
|
|
|
Contingencies (Note 6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders Equity |
|
$ |
11,047 |
|
|
$ |
11,051 |
|
|
|
|
|
|
|
|
|
|
See Notes to Condensed Consolidated Financial Statements
(Unaudited).
13
The Detroit Edison Company
Condensed Consolidated Statement of Cash Flows (Unaudited)
(Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Ended |
|
|
March 31 |
|
|
|
|
|
2000 |
|
1999 |
|
|
|
|
|
Operating Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
$ |
97 |
|
|
$ |
104 |
|
|
|
|
|
|
Adjustments to reconcile net income to net cash from operating
activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
182 |
|
|
|
173 |
|
|
|
|
|
|
|
Other |
|
|
58 |
|
|
|
47 |
|
|
|
|
|
|
|
Changes in current assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
49 |
|
|
|
33 |
|
|
|
|
|
|
|
|
Inventories |
|
|
6 |
|
|
|
16 |
|
|
|
|
|
|
|
|
Payables |
|
|
(49 |
) |
|
|
(43 |
) |
|
|
|
|
|
|
|
Other |
|
|
(108 |
) |
|
|
(178 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash from operating activities |
|
|
235 |
|
|
|
152 |
|
|
|
|
|
|
|
|
|
|
Investing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Plant and equipment expenditures |
|
|
(130 |
) |
|
|
(104 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash used for investing activities |
|
|
(130 |
) |
|
|
(104 |
) |
|
|
|
|
|
|
|
|
|
Financing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of long-term debt |
|
|
219 |
|
|
|
|
|
|
|
|
|
|
(Decrease) Increase in short-term borrowings |
|
|
(46 |
) |
|
|
49 |
|
|
|
|
|
|
Redemption of long-term debt |
|
|
(194 |
) |
|
|
(19 |
) |
|
|
|
|
|
Dividends on common stock |
|
|
(80 |
) |
|
|
(80 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash used for financing activities |
|
|
(101 |
) |
|
|
(50 |
) |
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) in Cash and Cash Equivalents |
|
|
4 |
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents at Beginning of the Period |
|
|
4 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents at End of the Period |
|
$ |
8 |
|
|
$ |
3 |
|
|
|
|
|
|
|
|
|
|
Supplementary Cash Flow Information |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid (excluding interest capitalized) |
|
$ |
84 |
|
|
$ |
78 |
|
|
|
|
|
|
Income taxes paid |
|
|
16 |
|
|
|
26 |
|
|
|
|
|
|
New capital lease obligations |
|
|
40 |
|
|
|
9 |
|
See Notes to Condensed Consolidated Financial Statements
(Unaudited).
14
The Detroit Edison Company
Condensed Consolidated Statement of Changes in
Shareholders Equity (Unaudited)
(Millions, Except Per Share Amounts; Shares in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2000 |
|
|
|
|
|
Shares |
|
Amount |
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year |
|
|
145,120 |
|
|
$ |
1,451 |
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2000 |
|
|
145,120 |
|
|
$ |
1,451 |
|
|
|
|
|
|
|
|
|
|
Premium on Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year |
|
|
|
|
|
$ |
548 |
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2000 |
|
|
|
|
|
$ |
548 |
|
|
|
|
|
|
|
|
|
|
Common Stock Expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year |
|
|
|
|
|
$ |
(48 |
) |
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2000 |
|
|
|
|
|
$ |
(48 |
) |
|
|
|
|
|
|
|
|
|
Retained Earnings |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year |
|
|
|
|
|
$ |
1,677 |
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
97 |
|
|
|
|
|
|
Dividends declared on common stock ($0.55 per share) |
|
|
|
|
|
|
(80 |
) |
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2000 |
|
|
|
|
|
$ |
1,694 |
|
|
|
|
|
|
|
|
|
|
Total Shareholders Equity |
|
|
|
|
|
$ |
3,645 |
|
|
|
|
|
|
|
|
|
|
See Notes to Condensed Consolidated Financial Statements
(Unaudited).
15
DTE Energy Company and The Detroit Edison Company
Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE 1 ANNUAL REPORT NOTES
These condensed consolidated financial statements
(unaudited) should be read in conjunction with the Annual
Report Notes. The Notes contained herein update and supplement
matters discussed in the Annual Report Notes.
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
The condensed consolidated financial statements are unaudited,
but in the opinion of the Company and Detroit Edison, with
respect to its own financial statements, include all adjustments
necessary for a fair statement of the results for the interim
periods. Financial results for this interim period are not
necessarily indicative of results that may be expected for any
other interim period or for the fiscal year.
Certain prior year balances have been reclassified to conform to
the current years presentation.
NOTE 2 MERGER AGREEMENT
On October 4, 1999, the Company entered into a definitive
merger agreement with MCN. MCN, a Michigan corporation, is
primarily involved in natural gas production, gathering,
processing, transmission, storage and distribution, electric
power generation and energy marketing. MCNs largest
subsidiary is Michigan Consolidated Gas Company, a natural gas
utility serving 1.2 million customers in more than 500
communities throughout Michigan. Shareholders of the Company have
approved the issuance of the necessary shares of common stock to
complete the merger and shareholders of MCN have approved the
Agreement and Plan of Merger. The merger is also subject to a
number of regulatory approvals and other agreed upon conditions.
Discussions continue with the Federal Trade Commission and a
final closing date cannot be determined with certainty.
NOTE 3 SHAREHOLDERS EQUITY
The Companys board of directors has authorized the
repurchase of up to 10 million common shares, with the
current program tentatively set to not exceed $100 million.
Stock purchases are made from time to time on the open market or
through negotiated transactions. All common stock repurchased
will be canceled. During the first quarter of 2000, the Company
repurchased approximately 2.3 million shares at an aggregate
cost of approximately $70 million.
NOTE 4 SHORT-TERM CREDIT ARRANGEMENTS AND BORROWINGS
At March 31, 2000, Detroit Edison had total short-term
credit arrangements of approximately $496 million under
which $116 million of commercial paper was outstanding.
Additionally, Detroit Edison had a $200 million trade
receivables sales agreement under which $200 million was
outstanding at March 31, 2000.
At March 31, 2000, DTE Capital had $185 million of
commercial paper outstanding. A $400 million short-term
credit arrangement, backed by a Support Agreement from the
Company, provided credit support for this commercial paper.
During the first quarter, plans were announced to discontinue DTE
Capitals operations. At March 31, 2000, the Company
had assumed all $165 million of DTE Capitals
outstanding guarantees of various affiliate obligations. The
remainder of DTE Capitals financial obligations are
expected to be assumed by the Company.
NOTE 5 FINANCIAL INSTRUMENTS
The Company has entered into a series of forward starting
interest rate swaps and Treasury locks in order to limit the
Companys sensitivity to interest rate fluctuations
associated with its anticipated issuance of long-term debt to be
used to finance the merger with MCN. The Company expects to issue
this debt
16
subsequent to the merger. At March 31, 2000, the Company had
two classes of derivative financial instruments used to hedge
the anticipated issuance of long-term debt, which include
$250 million notional and $450 million notional in
5-year and 10-year forward starting swaps, respectively, and
$150 million notional 30-year Treasury locks. The weighted
average interest rate for the 5-year, 10-year and 30-year
instruments are 7.5%, 7.56% and 6.24%, respectively. At
March 31, 2000, the fair value of these derivative financial
instruments indicated an unrealized loss of approximately
$15 million. The unrealized loss is not reflected in the
financial statements at March 31, 2000, but would be
recognized as a deferred item upon issuance of the anticipated
long-term debt. The deferred item would be amortized through
interest expense over the life of the associated long-term debt
as a yield adjustment. At May 11, 2000, the fair value of
these derivative financial instruments indicated an unrealized
gain of approximately $8.5 million.
NOTE 6 CONTINGENCIES
As discussed in the Companys Annual Report, in
July 1999, the ABATE made a filing with the MPSC indicating
that Detroit Edisons retail rates produce approximately
$333 million of excess revenues. Of this amount,
approximately $202 million is related to ABATEs
proposed reversal of the December 28, 1998 MPSC Order
authorizing the accelerated amortization of Fermi 2. On
March 17, 2000, the Administrative Law Judge issued his
Proposal for Decision (PFD) recommending that Detroit
Edisons rates be reduced by $101.6 million. Of this
amount, $14.9 million is associated with the expiration of
the storm damage amortization which has already been reflected in
rates effective January 1, 2000. The PFD recommended
lowering Detroit Edisons authorized return on equity to
10.5% from 11.0%. The PFD rejected ABATEs proposal, also
supported by the Michigan Attorney General, to reverse the
December 28, 1998 Fermi 2 Amortization Order. A final
order has yet to be issued by the MPSC. The Company is unable to
predict the outcome of this proceeding.
NOTE 7 SEGMENT AND RELATED INFORMATION
The Companys reportable business segment is its electric
utility, Detroit Edison, which is engaged in the generation,
purchase, transmission, distribution and sale of electric energy
in a 7,600 square mile area in Southeastern Michigan. All Other
includes non-regulated energy-related businesses and services,
which develop and manage electricity and other energy-related
projects, and engage in domestic energy trading and marketing.
Inter-segment revenues are not material. Income taxes are
allocated based on intercompany tax sharing agreements, which
generally allocate the tax benefit of alternative fuels tax
credits and accelerated depreciation to the respective
subsidiary, without regard to the subsidiarys own net
income or whether such tax benefits are realized by the Company.
Financial data for business segments are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electric |
|
All |
|
Reconciliations |
|
|
|
|
Utility |
|
Other |
|
and Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Millions) |
Three Months Ended March 31, 2000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues |
|
$ |
949 |
|
|
$ |
233 |
|
|
$ |
|
|
|
$ |
1,182 |
|
|
|
|
|
|
Net income |
|
|
97 |
|
|
|
22 |
|
|
|
(2 |
) |
|
|
117 |
|
Three Months Ended March 31, 1999 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues |
|
$ |
911 |
|
|
$ |
113 |
|
|
$ |
|
|
|
$ |
1,024 |
|
|
|
|
|
|
Net income |
|
|
104 |
|
|
|
14 |
|
|
|
(3 |
) |
|
|
115 |
|
This Quarterly Report on Form 10-Q, including the report of
Deloitte & Touche LLP (on page 18) will automatically be
incorporated by reference in the Prospectuses constituting part
of the Registration Statements on Form S-3 (Registration
Nos. 33-53207, 33-64296 and 333-65765) of The Detroit Edison
Company and Form S-8 (Registration No. 333-00023),
Form S-4 (Registration No. 333-89175) and Form S-3
(Registration No. 33-57545) of DTE Energy Company, filed
under the Securities Act of 1933. Such report of Deloitte &
Touche LLP, however, is not a report or part of
the Registration Statement within the meaning of
Sections 7 and 11 of the Securities Act of 1933 and the
liability provisions of Section 11(a) of such Act do not
apply.
17
Independent Accountants Report
To the Board of Directors and Shareholders of DTE Energy Company
and
The Detroit Edison Company
We have reviewed the accompanying condensed consolidated balance
sheets of DTE Energy Company and subsidiaries and of The Detroit
Edison Company and subsidiaries as of March 31, 2000, and
the related condensed consolidated statements of income and cash
flows for the three-month periods ended March 31, 2000 and
1999, and the condensed consolidated statements of changes in
shareholders equity for the three-month period ended
March 31, 2000. These financial statements are the
responsibility of DTE Energy Companys management and of The
Detroit Edison Companys management.
We conducted our reviews in accordance with standards established
by the American Institute of Certified Public Accountants. A
review of interim financial information consists principally of
applying analytical procedures to financial data and of making
inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit
conducted in accordance with auditing standards generally
accepted in the United States of America, the objective of which
is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such
an opinion.
Based on our reviews, we are not aware of any material
modifications that should be made to such condensed consolidated
financial statements for them to be in conformity with accounting
principles generally accepted in the United States of America.
We have previously audited, in accordance with auditing standards
generally accepted in the United States of America, the
consolidated balance sheets of DTE Energy Company and
subsidiaries and of The Detroit Edison Company and subsidiaries
as of December 31, 1999, and the related consolidated
statements of income, changes in shareholders equity, and
cash flows for the year then ended (not presented herein); and in
our report dated January 26, 2000, we expressed an
unqualified opinion on those consolidated financial statements.
In our opinion, the information set forth in the accompanying
condensed consolidated balance sheets as of December 31,
1999 is fairly stated, in all material respects, in relation to
the consolidated balance sheets from which it has been derived.
DELOITTE & TOUCHE LLP
Detroit, Michigan
May 12, 2000
18
|
|
Item 2 |
Managements Discussion and Analysis of Financial
Condition and Results of Operations. |
This analysis for the three months ended March 31, 2000, as
compared to the same period in 1999, should be read in
conjunction with the condensed consolidated financial statements
(unaudited), the accompanying Notes, and the Annual Report Notes.
Detroit Edison is the principal operating subsidiary of the
Company and, as such, unless otherwise identified, this
discussion explains material changes in results of operations of
both the Company and Detroit Edison and identifies recent trends
and events affecting both the Company and Detroit Edison.
GROWTH
As discussed in the Annual Report, in order to sustain earnings
growth with an objective of 6% growth annually, the Company and
Detroit Edison have developed a business strategy focused on core
competencies, consisting of expertise in developing, managing
and operating energy assets, including coal sourcing, blending
and transportation skills.
As discussed in Note 2, the Company and MCN have entered
into a merger agreement. The Company expects that completion of
the merger will result in the issuance of approximately
30 million shares of its common stock and approximately
$1.4 billion in external financing. The merger is expected
to create a fully integrated electric and natural gas company
that is expected to strongly support the Companys
commitment to a long-term earnings growth rate of 6%. The merger
is expected to permit the Company to be responsive to competitive
pressures. The external financing needs of the merger may create
a sensitivity to interest rate changes; and the Company will
need to successfully integrate the two operations in order to be
able to service the expected debt requirements and achieve
aggregate operating cost reductions. See Note 5 for further
discussion of the financial instruments used to hedge the
interest rate risk associated with financing the merger.
ELECTRIC INDUSTRY RESTRUCTURING
Various bills have been introduced and proposed for introduction
at the federal level and in the Michigan Legislature addressing
competition in the electric markets. The Company and Detroit
Edison are reviewing these bills and continue to work with the
parties involved to develop proposals that are fair for the
Company and its shareholders. While the impacts of the adoption
and implementation of one or more of these legislative proposals
are unknown, they may include generation divestiture,
securitization, and possible reductions in rates and earnings. In
the meantime, Detroit Edison is voluntarily proceeding with the
implementation of Electric Choice as provided for in MPSC Orders
and pursuing the recovery of stranded costs.
Michigan Governor John Engler has proposed Michigan electric
restructuring legislation. If adopted, this legislation would
allow for the full and immediate recovery of Detroit
Edisons stranded costs through securitization. The series
of bills proposed by the Governor include a rate reduction. The
Governor has indicated his intent to seek the adoption of this
legislation by June 2000.
LIQUIDITY AND CAPITAL RESOURCES
Cash From Operating Activities
Net cash from operating activities increased due primarily to
decreases in accounts receivable and changes in other current
assets and liabilities.
Cash Used for Investing Activities
Net cash used for investing activities was higher due to
increased plant and equipment expenditures.
Cash Used for Financing Activities
Net cash used for financing activities was lower for the Company
due primarily to increased short-term borrowings, partially
offset by the redemption of common stock.
Net cash used for financing activities was higher for Detroit
Edison due primarily to decreased short-term borrowings.
19
RESULTS OF OPERATIONS
For the three months ended March 31, 2000, the
Companys net income was $117 million, or $0.81 per common
share, compared to $115 million, or $0.79 per common share
for the three months ended March 31, 1999.
The 2000 three-month earnings were higher than 1999 due to
increased earnings resulting from increased utilization of tax
credits generated by non-regulated businesses and increased
electric system sales in the commercial and industrial sectors,
partially offset by costs related to the acquisition of MCN.
Operating Revenues
Operating revenues were $1.18 billion, up approximately 15%
from 1999 operating revenues of $1.02 billion. Operating
revenues increased (decreased) due to the following:
|
|
|
|
|
|
|
|
|
2000 |
|
|
|
|
|
(Millions) |
Detroit Edison |
|
|
|
|
|
|
|
|
|
Rate change |
|
$ |
4 |
|
|
|
|
|
|
System sales volume and mix |
|
|
36 |
|
|
|
|
|
|
Wholesale sales |
|
|
(7 |
) |
|
|
|
|
|
Other net |
|
|
5 |
|
|
|
|
|
|
|
|
Total Detroit Edison |
|
|
38 |
|
|
|
|
|
|
Non-regulated |
|
|
|
|
|
|
|
|
|
DTE Energy Resources |
|
|
26 |
|
|
|
|
|
|
DTE Energy Trading |
|
|
99 |
|
|
|
|
|
|
Other net |
|
|
(5 |
) |
|
|
|
|
|
|
|
Total Non-Regulated |
|
|
120 |
|
|
|
|
|
|
Total |
|
$ |
158 |
|
|
|
|
|
|
Detroit Edison kWh sales increased (decreased) as compared
to the prior year as follows:
|
|
|
|
|
|
|
|
Three |
|
|
Months |
|
|
|
Residential |
|
|
(0.1 |
)% |
|
|
|
|
Commercial |
|
|
3.3 |
|
|
|
|
|
Industrial |
|
|
11.6 |
|
|
|
|
|
Other (includes primarily sales for resale) |
|
|
3.8 |
|
|
|
|
|
|
Total System |
|
|
4.7 |
|
|
|
|
|
Sales between utilities |
|
|
(58.4 |
) |
|
|
|
|
|
Total |
|
|
(0.5 |
) |
Operating Expenses
Fuel and Purchased Power
Fuel and purchased power expense increased for the Company due
primarily to non-regulated subsidiary expenses, principally
energy trading operations. Detroit Edison fuel and purchased
power expense increased due to increased purchases of higher cost
power and higher system output. The increased costs are
partially offset by lower coal generation due to increased plant
maintenance and decreased usage of high cost gas and oil
generation units.
20
System output and average fuel and purchased power unit costs for
Detroit Edison were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
|
|
|
2000 |
|
1999 |
|
|
|
|
|
|
|
|
|
|
(Thousands of |
|
|
MWh) |
Power plant generation |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fossil |
|
|
9,856 |
|
|
|
10,474 |
|
|
|
|
|
|
Nuclear |
|
|
2,389 |
|
|
|
2,399 |
|
|
|
|
|
Purchased power |
|
|
1,972 |
|
|
|
1,331 |
|
|
|
|
|
|
|
|
|
|
|
System output |
|
|
14,217 |
|
|
|
14,024 |
|
|
|
|
|
|
|
|
|
|
Average unit cost ($/ MWh) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Generation |
|
$ |
12.72 |
|
|
$ |
12.34 |
|
|
|
|
|
|
|
|
|
|
|
Purchased power |
|
$ |
28.98 |
|
|
$ |
25.01 |
|
|
|
|
|
|
|
|
|
|
Operation and Maintenance
The Companys operation and maintenance expenses were higher
by $30 million. Higher non-regulated expenses of
$27 million were due primarily to an increased level of
operations. Higher Detroit Edison expenses of $3 million
were due primarily to increased system and customer enhancements
($8 million), costs associated with the pending MCN merger
($6 million), generation reliability and maintenance
($3 million), and other expenses ($4 million),
partially offset by Year 2000 testing and remediation expenses
included last year ($18 million).
Depreciation and Amortization
Depreciation and amortization expense was higher due to higher
levels of plant in service and the accelerated amortization of
unamortized nuclear costs.
Income Taxes
Income tax expense for the Company decreased due primarily to
increased utilization of alternate fuels credits generated from
non-regulated businesses.
FORWARD-LOOKING STATEMENTS
Certain information presented herein is based on the expectations
of the Company and Detroit Edison, and, as such, is
forward-looking. The Private Securities Litigation Reform Act of
1995 encourages reporting companies to provide analyses and
estimates of future prospects and also permits reporting
companies to point out that actual results may differ from those
anticipated.
Actual results for the Company and Detroit Edison may differ from
those expected due to a number of variables including, but not
limited to, interest rates, the level of borrowings, weather,
actual sales, the effects of competition and the phased-in
implementation of Electric Choice, the implementation of utility
restructuring in Michigan (which involves pending and proposed
regulatory and legislative proceedings, the recovery of stranded
costs, and possible reductions in rates and earnings),
environmental and nuclear requirements, the impact of FERC
proceedings and regulations, and the success of non-regulated
lines of business. In addition, expected results will be affected
by the Companys pending merger with MCN. While the Company
and Detroit Edison believe that estimates given accurately
measure the expected outcome, actual results could vary
materially due to the variables mentioned, as well as others.
Item 3 Quantitative and Qualitative
Disclosures About Market Risk.
Interest Rate Risk
The Company is subject to interest rate risk in conjunction with
the anticipated issuance of long-term debt to be used to finance
the merger with MCN. The Companys exposure to interest rate
risk arises from market fluctuations in interest rates until the
date of the anticipated debt issuance. In order to limit the
sensitivity to interest rate fluctuations, the Company has
entered into a series of forward starting
21
interest rate swaps and Treasury locks. See Note 5 for
further discussion of these derivative financial instruments.
A sensitivity analysis model was used to calculate the fair
values of the Companys derivative financial instruments,
utilizing applicable market interest rates in effect at
March 31, 2000. The sensitivity analysis involved increasing
and decreasing the market rates by a hypothetical 10% and
calculating the resulting change in the fair values of the
interest rate sensitive instruments. The favorable (unfavorable)
changes in fair value are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Assuming |
|
Assuming |
|
|
A 10% |
|
A 10% |
|
|
Increase in |
|
Decrease in |
|
|
Rates |
|
Rates |
|
|
|
|
|
|
|
|
|
|
(Millions) |
Interest Rate Risk |
|
|
|
|
|
|
|
|
Interest Rate Sensitive |
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward Starting Swap 5-year |
|
|
9.1 |
|
|
|
(5.9 |
) |
|
|
|
|
|
10-year |
|
|
26.4 |
|
|
|
(17.2 |
) |
|
|
|
|
|
Treasury Lock 30-year |
|
|
14.3 |
|
|
|
(10.7 |
) |
22
QUARTERLY REPORT ON FORM 10-Q FOR DTE ENERGY COMPANY
PART II OTHER INFORMATION
Item 5 Other Information.
Effective March 22, 2000 and April 14, 2000, Theodore
J. Vogel was elected Vice President and Assistant Controller,
respectively, of the Company and Detroit Edison. From 1997 to
2000, he was Vice President Taxes and Tax Counsel of
CMS Energy Corporation. He previously served as Director of
Corporate Taxes and Tax Counsel from 1987 to 1997.
David E. Meador has been elected Senior Vice President and
Treasurer effective May 15, 2000.
23
QUARTERLY REPORT ON FORM 10-Q FOR THE DETROIT EDISON COMPANY
PART I FINANCIAL INFORMATION
Item 1 Condensed Consolidated Financial Statements
(Unaudited).
See pages 11 through 15.
Item 2 Managements Discussion and
Analysis of Financial Condition and Results of Operations.
See the Companys and Detroit Edisons
Item 2 Managements Discussion and
Analysis of Financial Condition and Results of Operations,
which is incorporated herein by reference.
PART II OTHER INFORMATION
Item 1 Legal Proceedings.
On February 25, 2000, Ricci, et al v. Detroit
Edison was filed in the U.S. Federal District Court for the
Eastern District of Michigan. The complaint alleges that Detroit
Edison employees formerly employed by contractors of Detroit
Edison should be treated as if they are entitled to various
retirement benefits under ERISA and other benefits that have been
available to Detroit Edison employees. The complaint also seeks
class action certification. Detroit Edison believes this matter
is without merit.
As discussed in Item 3 Legal Proceedings of
Detroit Edisons Annual Report, a lawsuit pending in the
Circuit Court for Wayne County, Michigan (Coch, et al v.
Detroit Edison) seeks class action certification for
claims of employment-related sex, gender and race discrimination
and harassment. In March 2000, Lotharp, et al v.
Detroit Edison was filed in the Circuit Court for Wayne
County, Michigan claiming that certain of Detroit Edisons
employment testing programs discriminated against African
American, women and race/ethnic applicants, with Plaintiffs
seeking to represent such group. A hearing on the Coch request
for class action certification has not yet been held. Detroit
Edison believes that the claims made in both lawsuits are without
merit and that class action certification is not appropriate.
Item 5 Other Information.
On February 8, 2000, Detroit Edison filed a capacity plan
with the MPSC outlining its plans assessing its generation and
transmission capacity for the summer and identified its plans for
meeting the demand of its electric customers. The plan indicated
that Detroit Edison has added additional generating capacity
since the beginning of last summer, that DTE River Rouge Unit
No. 1, LLC (DTE River Rouge) will refurbish River Rouge Unit
No. 1, that Detroit Edison has acquired firm transmission
capacity within the region, and that it plans to purchase
approximately 2,100 MW of additional capacity from other
suppliers.
On March 6, 2000, DTE River Rouge filed for Exempt Wholesale
Generator (EWG) status with the FERC. On April 11,
2000, the FERC approved this request. Additionally, DTE River
Rouge filed for approval from the FERC to sell energy and
capacity from DTE River Rouge at market based rates, and
requested expedited consideration by the FERC. On March 27,
2000, Nordic Electric protested the request, alleging that the
Company and certain affiliates are engaging in practices that
deter competition. On April 27, 2000, DTE River Rouge filed
an answer denying the claims made by Nordic Electric.
On March 31, 2000, Nordic Electric filed a complaint with
the FERC against Detroit Edison, DTE Energy, DTE River Rouge, and
DTE Energy Trading alleging that the Company is hoarding
transmission capacity, that the pending merger with MCN may
increase its market power, and that the transfer of facilities by
Detroit Edison to DTE River Rouge is illegal under
Section 203 of the Federal Power Act. On April 14,
2000, the Company and certain affiliates filed an answer and a
motion to dismiss the complaint.
On March 14, 2000, the MPSC approved a settlement agreement
that provides for a program of system improvements designed to
address areas in Detroit Edisons service territory that
have been subject to severe storm damage and multiple outages.
Detroit Edison will undertake improvement projects on specific
circuits.
On May 1, 2000, the MPSC Staff issued a report proposing
electric distribution performance standards that would apply to
Michigan utilities including Detroit Edison. The Staff indicated
that these proposed standards represent achievable goals within
current utility rates. The Staff proposed that quarterly reports
be filed with the MPSC and that a twelve-month rolling average of
data will be used to determine
24
compliance with the standards. If the rolling average is not met,
Staff recommends, after notice and hearing, that reductions in
rates be imposed for a period of time equal to the time of
non-compliance or until the non-compliance is corrected. The
amount or reductions would be equal to 1 mill/kwh for all
energy sold, or a minimum of $1 per customer per month.
On March 31, 2000, Detroit Edison filed for reconciliation
of its MPSC jurisdictional 1999 PSCR revenues and expenses.
Detroit Edison, in a filing on April 28, 2000, indicated
that an over recovery of $12.2 million, including interest,
existed, and when coupled with a Fermi 2 performance
standard credit of $19.0 million, a net amount of
$31.2 million should be refunded to customers. This refund
was accrued for in a prior year.
On March 31, 2000, Detroit Edison filed with the MPSC for
recovery of $21 million of costs incurred in 1999 that were
associated with the implementation of the Electric Choice
program. Detroit Edison continues to estimate that expenditures
of up to $120 million may be required through 2001 to fully
implement the program.
On April 5, 2000, Energy Michigan filed with the MPSC to
reopen the Fermi 2 Amortization case, raising similar issues
that Nordic Electric raised in the complaint filed at the FERC.
Energy Michigan alleges that Detroit Edison has violated its
commitment to implement Electric Choice, and requests that a
hearing be conducted before the full MPSC. Energy Michigan
alleges that Detroit Edison is monopolizing available electric
import capability from other United State utilities, and is
refusing to allow Nordic Electric to import electric supplies
from Ontario Hydro. Detroit Edison believes that the allegations
are without merit.
On April 15, 2000, First Chicago Trust Company of New York
was appointed Trustee under the Detroit Edison Mortgage and Deed
of Trust and Bank One Trust Company, National Association was
appointed Trustee under the Detroit Edison Collateral Note
Indenture.
On May 6, 2000, Detroit Edison filed an application with the
FERC to create a new wholly owned transmission subsidiary. The
filing requests FERC authorization for transfer of Detroit
Edisons transmission system (net book value of
approximately $400 million) into the new subsidiary. Upon
approval by FERC, Detroit Edison will transfer 100 percent
ownership interest in substantially all of its integrated
transmission business assets and facilities with voltage ratings
of 120 kilovolts (kV) or above to the transmission
subsidiary. The new company will also take over Detroit
Edisons responsibilities related to open access
transmission service.
25
QUARTERLY REPORTS ON FORM 10-Q FOR
DTE ENERGY COMPANY AND THE DETROIT EDISON COMPANY
Item 6 Exhibits and Reports on Form 8-K.
(a) Exhibits
(i) Exhibits filed herewith.
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Exhibit |
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Number |
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4-206 |
|
|
|
|
Supplemental Indenture, dated as of April 15, 2000,
appointing First Chicago Trust Company of New York as
Trustee under the Detroit Edison Mortgage and Deed of Trust,
dated as of October 1, 1924. |
|
4-207 |
|
|
|
|
Eighth Supplemental Indenture, dated as of April 15, 2000,
appointing Bank One Trust Company of New York as Trustee
under the Detroit Edison Trust Indenture (Notes), dated as of
June 30, 1993. |
|
10- 34 |
* |
|
|
|
2000 Executive Incentive Plan Measures. |
|
10- 35 |
* |
|
|
|
Amended and Restated Executive Incentive Plan. |
|
10- 36 |
* |
|
|
|
Detroit Edison Long-Term Incentive Plan, as amended through
February 22, 2000. |
|
10- 37 |
* |
|
|
|
2000 Long-Term Incentive Plan Measures. |
|
10- 38 |
* |
|
|
|
Certain arrangements pertaining to the employment of
Theodore J. Vogel. |
|
11-18 |
|
|
|
|
DTE Energy Company Basic and Diluted Earnings Per Share of
Common Stock. |
|
12-22 |
|
|
|
|
DTE Energy Company Computation of Ratio of Earnings to Fixed
Charges. |
|
12-23 |
|
|
|
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The Detroit Edison Company Computation of Ratio of Earnings to
Fixed Charges. |
|
15-13 |
|
|
|
|
Awareness Letter of Deloitte & Touche LLP regarding
their report dated May 12, 2000. |
|
27-33 |
|
|
|
|
Financial Data Schedule for the period ended March 31, 2000
for DTE Energy Company. |
|
27-34 |
|
|
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|
Financial Data Schedule for the period ended March 31, 2000
for The Detroit Edison Company. |
|
99-33 |
|
|
|
|
First Amendment, dated as of April 5, 2000, to Third Amended
and Restated Credit Agreement, dated as of January 18,
2000 among DTE Capital Corporation, certain Lenders,
Citibank, N.A., as Agent, and ABN AMRO Bank N.V., Bank One, N.A.,
Barclays Bank PLC, Bayerische Landesbank Girozertrale, Cayman
Islands Branch, Comerica Bank and Den Daske Bank Aktieselskab, as
Co-Agents. |
(ii) Exhibits incorporated herein by reference.
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|
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2 |
(a) |
|
|
|
Agreement and Plan of Merger, among DTE Energy,
MCN Energy Group, Inc. and DTE Enterprises, Inc., dated
as of October 4, 1999 and amended as of November 12,
1999. (Exhibit 2-1 to Form 10-K for the year ended
December 31, 1999.) |
|
3 |
(a) |
|
|
|
Amended and Restated Articles of Incorporation of DTE
Energy Company Energy Company dated December 13, 1995.
(Exhibit 3-5 to Form 10-Q for quarter ended
September 30, 1997.) |
|
3 |
(b) |
|
|
|
Certificate of Designation of Series A Junior Participating
Preferred Stock of DTE Energy Company. (Exhibit 3-6 to
Form 10-Q for quarter ended September 30, 1997.) |
|
3 |
(c) |
|
|
|
Restated Articles of Incorporation of Detroit Edison, as filed
December 10, 1991 with the State of Michigan, Department of
Commerce Corporation and Securities Bureau
(Exhibit 3-13 to Form 10-Q for quarter ended
June 30, 1999.) |
|
3 |
(d) |
|
|
|
Articles of Incorporation of DTE Enterprises, Inc.
(Exhibit 3.5 to Registration No. 333-89175.) |
|
3 |
(e) |
|
|
|
Rights Agreement, dated as of September 23, 1997, by and
between DTE Energy Company and The Detroit Edison Company,
as Rights Agent (Exhibit 4-1 to DTE Energy Company
Current Report on Form 8-K, dated September 23, 1997.) |
|
3 |
(f) |
|
|
|
Agreement and Plan of Exchange (Exhibit 1(2) to
DTE Energy Form 8-B filed January 2, 1996, File
No. 1-11607.) |
26
|
|
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|
|
|
|
3 |
(g) |
|
|
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Bylaws of DTE Energy Company, as amended through
September 22, 1999. (Exhibit 3-3 to Registration
No. 333-89175.) |
|
3 |
(h) |
|
|
|
Bylaws of The Detroit Edison Company, as amended through
September 22, 1999. (Exhibit 3-14 to Form 10-Q for
quarter ended September 30, 1999.) |
|
3 |
(i) |
|
|
|
Bylaws of DTE Enterprises, Inc. (Exhibit 3.6 to
Registration No. 333-89175.) |
|
4 |
(a) |
|
|
|
Mortgage and Deed of Trust, dated as of October 1, 1924,
between Detroit Edison (File No. 1-2198) and Bankers Trust
Company as Trustee (Exhibit B-1 to Registration No.
2-1630) and indentures supplemental thereto, dated as of dates
indicated below, and filed as exhibits to the filings as set
forth below: |
|
|
|
|
|
|
|
|
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|
|
|
|
|
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September 1, 1947 |
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Exhibit B-20 to Registration No. 2-7136 |
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|
|
|
|
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November 15, 1971 |
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Exhibit 2-B-38 to Registration No. 2-42160 |
|
|
|
|
|
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January 15, 1973 |
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Exhibit 2-B-39 to Registration No. 2-46595 |
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|
|
|
|
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June 1, 1978 |
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Exhibit 2-B-51 to Registration No. 2-61643 |
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|
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June 30, 1982 |
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Exhibit 4-30 to Registration No. 2-78941 |
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|
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August 15, 1982 |
|
Exhibit 4-32 to Registration No. 2-79674 |
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|
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|
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October 15, 1985 |
|
Exhibit 4-170 to Form 10-K for year ended
December 31, 1994 |
|
|
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|
November 30, 1987 |
|
Exhibit 4-139 to Form 10-K for year ended
December 31, 1992 |
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|
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July 15, 1989 |
|
Exhibit 4-171 to Form 10-K for year ended
December 31, 1994 |
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December 1, 1989 |
|
Exhibit 4-172 to Form 10-K for year ended
December 31, 1994 |
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February 15, 1990 |
|
Exhibit 4-173 to Form 10-K for year ended
December 31, 1994 |
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|
April 1, 1991 |
|
Exhibit 4-15 to Form 10-K for year ended
December 31, 1996 |
|
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|
November 1, 1991 |
|
Exhibit 4-181 to Form 10-K for year ended
December 31, 1996 |
|
|
|
|
|
|
January 15, 1992 |
|
Exhibit 4-182 to Form 10-K for year ended
December 31, 1996 |
|
|
|
|
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|
February 29, 1992 |
|
Exhibit 4-187 to Form 10-Q for quarter ended
March 31, 1998 |
|
|
|
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|
April 15, 1992 |
|
Exhibit 4-188 to Form 10-Q for quarter ended
March 31, 1998 |
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|
July 15, 1992 |
|
Exhibit 4-189 to Form 10-Q for quarter ended
March 31, 1998 |
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|
July 31, 1992 |
|
Exhibit 4-190 to Form 10-Q for quarter ended
September 30, 1992 |
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|
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|
January 1, 1993 |
|
Exhibit 4-131 to Registration No. 33-56496 |
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|
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|
March 1, 1993 |
|
Exhibit 4-191 to Form 10-Q for quarter ended
March 31, 1998 |
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|
March 15, 1993 |
|
Exhibit 4-192 to Form 10-Q for quarter ended
March 31, 1998 |
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|
April 1, 1993 |
|
Exhibit 4-143 to Form 10-Q for quarter ended
March 31, 1993 |
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|
April 26, 1993 |
|
Exhibit 4-144 to Form 10-Q for quarter ended
March 31, 1993 |
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|
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|
May 31, 1993 |
|
Exhibit 4-148 to Registration No. 33-64296 |
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|
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|
June 30, 1993 |
|
Exhibit 4-149 to Form 10-Q for quarter ended
June 30, 1993 (1993 Series AP) |
|
|
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|
June 30, 1993 |
|
Exhibit 4-150 to Form 10-Q for quarter ended
June 30, 1993 (1993 Series H) |
|
|
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|
September 15, 1993 |
|
Exhibit 4-158 to Form 10-Q for quarter ended
September 30, 1993 |
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|
|
|
|
|
March 1, 1994 |
|
Exhibit 4-163 to Registration No. 33-53207 |
|
|
|
|
|
|
June 15, 1994 |
|
Exhibit 4-166 to Form 10-Q for quarter ended
June 30, 1994 |
|
|
|
|
|
|
August 15, 1994 |
|
Exhibit 4-168 to Form 10-Q for quarter ended
September 30, 1994 |
|
|
|
|
|
|
December 1, 1994 |
|
Exhibit 4-169 to Form 10-K for year ended
December 31, 1994 |
|
|
|
|
|
|
August 1, 1995 |
|
Exhibit 4-174 to Form 10-Q for quarter ended
September 30, 1995 |
|
|
|
|
|
|
August 1, 1999 |
|
Exhibit 4-204 to Form 10-Q for quarter ended
September 30, 1999 |
|
|
|
|
|
|
August 15, 1999 |
|
Exhibit 4-205 to Form 10-Q for quarter ended
September 30, 1999 |
|
|
|
|
|
|
January 1, 2000 |
|
Exhibit 4-205 to Form 10-K for year ended
December 31, 1999 |
27
|
|
|
|
|
|
|
|
4 |
(b) |
|
|
|
Collateral Trust Indenture (notes), dated as of June 30,
1993 (Exhibit 4-152 to Registration No. 33-50325). |
|
4 |
(c) |
|
|
|
First Supplemental Note Indenture, dated as of June 30, 1993
(Exhibit 4-153 to Registration No. 33-50325). |
|
4 |
(d) |
|
|
|
Second Supplemental Note Indenture, dated as of September
15, 1993 (Exhibit 4-159 to Form 10-Q for quarter ended
September 30, 1993). |
|
4 |
(e) |
|
|
|
First Amendment, dated as of August 15, 1996, to Second
Supplemental Note Indenture (Exhibit 4-17 to Form 10-Q
for quarter ended September 30, 1996). |
|
4 |
(f) |
|
|
|
Third Supplemental Note Indenture, dated as of August 15,
1994 (Exhibit 4-169 to Form 10-Q for quarter ended
September 30, 1994). |
|
4 |
(g) |
|
|
|
First Amendment, dated as of December 12, 1995, to Third
Supplemental Note Indenture, dated as of August 15, 1994
(Exhibit 4-12 to Registration No. 333-00023). |
|
4 |
(h) |
|
|
|
Sixth Supplemental Note Indenture, dated as of May 1, 1998,
between Detroit Edison and Bankers Trust Company, as Trustee,
creating the 7.54% Quarterly Income Debt Securities
(QUIDS), including form of QUIDS. (Exhibit 4-193
to Form 10-Q for quarter ended June 30, 1998.) |
|
4 |
(i) |
|
|
|
Seventh Supplemental Note Indenture, dated as of October
15, 1998, between Detroit Edison and Bankers Trust Company, as
Trustee, creating the 7.375% QUIDS, including form of QUIDS.
(Exhibit 4-198 to Form 10-K for year ended
December 31, 1998.) |
|
4 |
(j) |
|
|
|
Standby Note Purchase Credit Facility, dated as of August
17, 1994, among The Detroit Edison Company, Barclays Bank PLC, as
Bank and Administrative Agent, Bank of America, The Bank of
new York, The Fuji Bank Limited, the Long-Term Credit Bank
of Japan, LTD, Union Bank and Citicorp Securities, Inc. and First
Chicago Capital Markets, Inc. as Remarketing Agents
(Exhibit 99-18 to Form 10-Q for quarter ended
September 30, 1994.) |
|
4 |
(k) |
|
|
|
$60,000,000 Support Agreement dated as of January 21, 1998
between DTE Energy Company and DTE Capital Corporation.
(Exhibit 4-183 to Form 10-K for year ended
December 31, 1997.) |
|
4 |
(l) |
|
|
|
$100,000,000 Support Agreement, dated as of June 16, 1998,
between DTE Energy Company and DTE Capital Corporation.
(Exhibit 4-194 to Form 10-Q for quarter ended
June 30, 1998.) |
|
4 |
(m) |
|
|
|
$300,000,000 Support Agreement, dated as of November 18,
1998, between DTE Energy and DTE Capital Corporation.
(Exhibit 4-199 to Form 10-K for year ended
December 31, 1998.) |
|
4 |
(n) |
|
|
|
$400,000,000 Support Agreement, dated as of January 19,
1999, between DTE Energy Company and DTE Capital
Corporation. (Exhibit 4-201 to Form 10-K for year ended
December 31, 1998.) |
|
4 |
(o) |
|
|
|
$40,000,000 Support Agreement, dated as of February 24, 1999
between DTE Energy Company and DTE Capital
Corporation. (Exhibit 4-202 to Form 10-Q for quarter
ended March 31, 1999.) |
|
4 |
(p) |
|
|
|
$50,000,000 Support Agreement, dated as of June 10, 1999
between DTE Energy Company and DTE Capital Corporation.
(Exhibit 4-203 to Form 10-Q for quarter ended
June 30, 1999.) |
|
4 |
(q) |
|
|
|
Indenture, dated as of June 15, 1998, between
DTE Capital Corporation and The Bank of New York, as
Trustee. (Exhibit 4-196 to Form 10-Q for quarter ended
June 30, 1998.) |
|
4 |
(r) |
|
|
|
First Supplemental Indenture, dated as of June 15, 1998,
between DTE Capital Corporation and The Bank of
New York, as Trustee, creating the $100,000,000 Remarketed
Notes, Series A due 2038, including form of Note.
(Exhibit 4-197 to Form 10-Q for quarter ended
June 30, 1998.) |
|
4 |
(s) |
|
|
|
Second Supplemental Indenture, dated as of November 1, 1998,
between DTE Capital Corporation and The Bank of New
York, as Trustee, creating the $300,000,000 Remarketed Notes,
1998 Series B, including form of Note. (Exhibit 4-200
to Form 10-K for year ended December 31, 1998.) |
|
99 |
(a) |
|
|
|
Belle River Participation Agreement between Detroit Edison and
Michigan Public Power Agency, dated as of December 1, 1982
(Exhibit 28-5 to Registration No. 2-81501). |
28
|
|
|
|
|
|
|
|
99 |
(b) |
|
|
|
Belle River Transmission Ownership and Operating Agreement
between Detroit Edison and Michigan Public Power Agency, dated as
of December 1, 1982 (Exhibit 28-6 to Registration
No. 2-81501). |
|
99 |
(c) |
|
|
|
1988 Amended and Restated Loan Agreement, dated as of
October 4, 1988, between Renaissance Energy Company (an
unaffiliated company) (Renaissance) and Detroit
Edison (Exhibit 99-6 to Registration No. 33-50325). |
|
99 |
(d) |
|
|
|
First Amendment to 1988 Amended and Restated Loan Agreement,
dated as of February 1, 1990, between Detroit Edison and
Renaissance (Exhibit 99-7 to Registration No.
33-50325). |
|
99 |
(e) |
|
|
|
Second Amendment to 1988 Amended and Restated Loan
Agreement, dated as of September 1, 1993, between Detroit
Edison and Renaissance (Exhibit 99-8 to Registration
No. 33-50325). |
|
99 |
(f) |
|
|
|
Third Amendment, dated as of August 28, 1997, to 1988
Amended and Restated Loan Agreement between Detroit Edison and
Renaissance. (Exhibit 99-22 to Form 10-Q for quarter
ended September 30, 1997.) |
|
99 |
(g) |
|
|
|
$200,000,000 364-Day Credit Agreement, dated as of
September 1, 1993, among Detroit Edison, Renaissance and
Barclays Bank PLC, New York Branch, as Agent (Exhibit
99-12 to Registration No. 33-50325). |
|
99 |
(h) |
|
|
|
First Amendment, dated as of August 31, 1994, to
$200,000,000 364-Day Credit Agreement, dated September 1,
1993, among The Detroit Edison Company, Renaissance Energy
Company, the Banks party thereto and Barclays Bank, PLC,
New York Branch, as Agent (Exhibit 99-19 to
Form 10-Q for quarter ended September 30, 1994). |
|
99 |
(i) |
|
|
|
Third Amendment, dated as of March 8, 1996, to $200,000,000
364-Day Credit Agreement, dated September 1, 1993, as
amended, among Detroit Edison, Renaissance, the Banks party
thereto and Barclays Bank, PLC, New York Branch, as Agent
(Exhibit 99-11 to Form 10-Q for quarter ended
March 31, 1996). |
|
99 |
(j) |
|
|
|
Fourth Amendment, dated as of August 29, 1996, to
$200,000,000 364-Day Credit Agreement as of September 1,
1990, as amended, among Detroit Edison, Renaissance, the Banks
party thereto and Barclays Bank, PLC, New York Branch, as Agent
(Exhibit 99-13 to Form 10-Q for quarter ended
September 30, 1996). |
|
99 |
(k) |
|
|
|
Fifth Amendment, dated as of September 1, 1997, to
$200,000,000 Multi-Year Credit Agreement, dated as of
September 1, 1993, as amended, among Detroit Edison,
Renaissance, the Banks Party thereto and Barclays Bank PLC,
New York Branch, as Agent. (Exhibit 99-24 to
Form 10-Q for quarter ended September 30, 1997.) |
|
99 |
(l) |
|
|
|
Seventh Amendment, dated as of August 26, 1999, to
$200,000,000 364-Day Credit Agreement, dated as of
September 1, 1993, as amended among The Detroit Edison
Company, Renaissance Energy Company, the Banks parties thereto
and Barclays Bank PLC, New York branch as Agent.
(Exhibit 99-30 to Form 10-Q for quarter ended
September 30, 1999.) |
|
99 |
(m) |
|
|
|
$200,000,000 Three-Year Credit Agreement, dated September
1, 1993, among Detroit Edison, Renaissance and Barclays Bank,
PLC, New York Branch, as Agent (Exhibit 99-13 to
Registration No. 33-50325). |
|
99 |
(n) |
|
|
|
First Amendment, dated as of September 1, 1994, to
$200,000,000 Three-Year Credit Agreement, dated as of
September 1, 1993, among The Detroit Edison Company,
Renaissance Energy Company, the Banks party thereto and Barclays
Bank, PLC, New York Branch, as Agent (Exhibit 99-20 to
Form 10-Q for quarter ended September 30, 1994). |
|
99 |
(o) |
|
|
|
Third Amendment, dated as of March 8, 1996, to $200,000,000
Three-Year Credit Agreement, dated September 1, 1993, as
amended among Detroit Edison, Renaissance, the Banks party
thereto and Barclays Bank, PLC, New York Branch, as Agent
(Exhibit 99-12 to Form 10-Q for quarter ended
March 31, 1996). |
|
99 |
(p) |
|
|
|
Fourth Amendment, dated as of September 1, 1996, to
$200,000,000 Multi-Year (formerly Three-Year) Credit Agreement,
dated as of September 1, 1993, as amended among Detroit
Edison, Renaissance, the Banks party thereto and Barclays Bank,
PLC, New York Branch, as Agent (Exhibit 99-14 to
Form 10-Q for quarter ended September 30, 1996). |
29
|
|
|
|
|
|
|
|
99 |
(q) |
|
|
|
Fifth Amendment, dated as of August 28, 1997, to
$200,000,000 364-Day Credit Agreement, dated as of
September 1, 1990, as amended, among Detroit Edison,
Renaissance, the Banks Party thereto and Barclays Bank PLC,
New York Branch, as Agent. (Exhibit 99-25 to
Form 10-Q for quarter ended September 30, 1997.) |
|
99 |
(r) |
|
|
|
Sixth Amendment, dated as of August 27, 1998, to
$200,000,000 364-Day Credit Agreement dated as of September
1, 1990, as amended, among Detroit Edison, Renaissance, the
Banks party thereto and Barclays Bank PLC, New York Branch,
as agent. (Exhibit 99-32 to Registration
No. 333-65765.) |
|
99 |
(s) |
|
|
|
1988 Amended and Restated Nuclear Fuel Heat Purchase
Contract, dated October 4, 1988, between Detroit Edison and
Renaissance (Exhibit 99-9 to Registration
No. 33-50325). |
|
99 |
(t) |
|
|
|
First Amendment to 1988 Amended and Restated Nuclear Fuel
Heat Purchase Contract, dated as of February 1, 1990,
between Detroit Edison and Renaissance (Exhibit 99-10 to
Registration No. 33-50325). |
|
99 |
(u) |
|
|
|
Eighth Amendment, dated as of August 26, 1999 to 1988
Amended and Restated Nuclear Fuel heat Purchase Contract between
Detroit Edison and Renaissance Energy Company.
(Exhibit 99-31 to Form 10-Q for quarter ended
September 30, 1999.) |
|
99 |
(v) |
|
|
|
U.S. $160,000,000 Standby Note Purchase Credit Facility, dated as
of October 26, 1999, among Detroit Edison, the Banks
signatory thereto, Barclays Bank PLC, as Administrative Agent and
Barclays Capital Inc., Lehman Brothers Inc. and Banc One Capital
Markets, Inc., as Remarketing Agents. (Exhibit 99-29 to
Form 10-Q for quarter ended September 30, 1999.) |
|
99 |
(w) |
|
|
|
Standby Note Purchase Credit Facility, dated as of
September 12, 1997, among The Detroit Edison Company and the
Banks Signatory thereto and The Chase Manhattan Bank, as
Administrative Agent, and Citicorp Securities, Inc., Lehman
Brokers, Inc., as Remarketing Agents and Chase Securities, Inc.
as Arranger. (Exhibit 99-26 to Form 10-Q for quarter
ended September 30, 1997.) |
|
99 |
(x) |
|
|
|
Third Amended and Restated Credit Agreement, Dated as of
January 18, 2000 among DTE Capital Corporation, the
Initial Lenders, Citibank, N.A., as Agent, and ABN AMRO Bank
N.V., Bank One N.A., Barclays Bank PLC, Bayerische Landesbank
Girozertrale, Cayman Islands Branch, Comerica Bank and Den Daske
Bank Aktieselskab, as Co-Agents. |
(b) On February 16, 2000, the Company filed a Current
Report on Form 8-K discussing its common share buyback
program.
|
|
* |
Denotes management contract or compensatory plan or arrangement
required to be entered as an exhibit to this report. |
30
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
|
|
|
DTE ENERGY COMPANY
(Registrant) |
|
Date |
|
May 12, 2000 |
|
/s/ SUSAN M. BEALE
Susan M. Beale
Vice President and Corporate Secretary |
|
Date |
|
May 12, 2000 |
|
/s/ LARRY G. GARBERDING
Larry G. Garberding
Executive Vice President and Chief Financial Officer |
31
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
|
|
|
THE DETROIT EDISON COMPANY
(Registrant) |
|
Date |
|
May 12, 2000 |
|
/s/ SUSAN M. BEALE
Susan M. Beale
Vice President and Corporate Secretary |
|
Date |
|
May 12, 2000 |
|
/s/ DANIEL G. BRUDZYNSKI
Daniel G. Brudzynski
Controller |
32
EXHIBIT INDEX
|
|
|
|
|
|
|
Exhibit |
|
|
|
|
Number |
|
|
|
Description |
|
|
|
|
|
|
4-206 |
|
|
|
|
Supplemental Indenture, dated as of April 15, 2000,
appointing First Chicago Trust Company of New York as
Trustee under the Detroit Edison Mortgage and Deed of Trust,
dated as of October 1, 1924. |
|
4-207 |
|
|
|
|
Eighth Supplemental Indenture, dated as of April 15, 2000,
appointing Bank One Trust Company of New York as Trustee
under the Detroit Edison Trust Indenture (Notes), dated as of
June 30, 1993. |
|
10- 34 |
* |
|
|
|
2000 Executive Incentive Plan Measures. |
|
10- 35 |
* |
|
|
|
Amended and Restated Executive Incentive Plan. |
|
10- 36 |
* |
|
|
|
Detroit Edison Long-Term Incentive Plan, as amended through
February 22, 2000. |
|
10- 37 |
* |
|
|
|
2000 Long-Term Incentive Plan Measures. |
|
10- 38 |
* |
|
|
|
Certain arrangements pertaining to the employment of
Theodore J. Vogel. |
|
11-18 |
|
|
|
|
DTE Energy Company Basic and Diluted Earnings Per Share of
Common Stock. |
|
12-22 |
|
|
|
|
DTE Energy Company Computation of Ratio of Earnings to Fixed
Charges. |
|
12-23 |
|
|
|
|
The Detroit Edison Company Computation of Ratio of Earnings to
Fixed Charges. |
|
15-13 |
|
|
|
|
Awareness Letter of Deloitte & Touche LLP regarding
their report dated May 12, 2000. |
|
27-33 |
|
|
|
|
Financial Data Schedule for the period ended March 31, 2000
for DTE Energy Company. |
|
27-34 |
|
|
|
|
Financial Data Schedule for the period ended March 31, 2000
for The Detroit Edison Company. |
|
99-33 |
|
|
|
|
First Amendment, dated as of April 5, 2000, to Third Amended
and Restated Credit Agreement, dated as of January 18,
2000 among DTE Capital Corporation, certain Lenders,
Citibank, N.A., as Agent, and ABN AMRO Bank N.V., Bank One, N.A.,
Barclays Bank PLC, Bayerische Landesbank Girozertrale, Cayman
Islands Branch, Comerica Bank and Den Daske Bank Aktieselskab, as
Co-Agents. |
(ii) Exhibits incorporated herein by reference.
|
|
|
|
|
|
|
|
2 |
(a) |
|
|
|
Agreement and Plan of Merger, among DTE Energy,
MCN Energy Group, Inc. and DTE Enterprises, Inc., dated
as of October 4, 1999 and amended as of November 12,
1999. (Exhibit 2-1 to Form 10-K for the year ended
December 31, 1999.) |
|
3 |
(a) |
|
|
|
Amended and Restated Articles of Incorporation of DTE
Energy Company Energy Company dated December 13, 1995.
(Exhibit 3-5 to Form 10-Q for quarter ended
September 30, 1997.) |
|
3 |
(b) |
|
|
|
Certificate of Designation of Series A Junior Participating
Preferred Stock of DTE Energy Company. (Exhibit 3-6 to
Form 10-Q for quarter ended September 30, 1997.) |
|
3 |
(c) |
|
|
|
Restated Articles of Incorporation of Detroit Edison, as filed
December 10, 1991 with the State of Michigan, Department of
Commerce Corporation and Securities Bureau
(Exhibit 3-13 to Form 10-Q for quarter ended
June 30, 1999.) |
|
3 |
(d) |
|
|
|
Articles of Incorporation of DTE Enterprises, Inc.
(Exhibit 3.5 to Registration No. 333-89175.) |
|
3 |
(e) |
|
|
|
Rights Agreement, dated as of September 23, 1997, by and
between DTE Energy Company and The Detroit Edison Company,
as Rights Agent (Exhibit 4-1 to DTE Energy Company
Current Report on Form 8-K, dated September 23, 1997.) |
|
3 |
(f) |
|
|
|
Agreement and Plan of Exchange (Exhibit 1(2) to
DTE Energy Form 8-B filed January 2, 1996, File
No. 1-11607.) |
|
3 |
(g) |
|
|
|
Bylaws of DTE Energy Company, as amended through
September 22, 1999. (Exhibit 3-3 to Registration
No. 333-89175.) |
|
3 |
(h) |
|
|
|
Bylaws of The Detroit Edison Company, as amended through
September 22, 1999. (Exhibit 3-14 to Form 10-Q for
quarter ended September 30, 1999.) |
|
3 |
(i) |
|
|
|
Bylaws of DTE Enterprises, Inc. (Exhibit 3.6 to
Registration No. 333-89175.) |
33
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|
|
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|
4 |
(a) |
|
|
|
Mortgage and Deed of Trust, dated as of October 1, 1924,
between Detroit Edison (File No. 1-2198) and Bankers Trust
Company as Trustee (Exhibit B-1 to Registration No.
2-1630) and indentures supplemental thereto, dated as of dates
indicated below, and filed as exhibits to the filings as set
forth below: |
|
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|
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September 1, 1947 |
|
Exhibit B-20 to Registration No. 2-7136 |
|
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November 15, 1971 |
|
Exhibit 2-B-38 to Registration No. 2-42160 |
|
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|
|
January 15, 1973 |
|
Exhibit 2-B-39 to Registration No. 2-46595 |
|
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June 1, 1978 |
|
Exhibit 2-B-51 to Registration No. 2-61643 |
|
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|
June 30, 1982 |
|
Exhibit 4-30 to Registration No. 2-78941 |
|
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|
August 15, 1982 |
|
Exhibit 4-32 to Registration No. 2-79674 |
|
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|
October 15, 1985 |
|
Exhibit 4-170 to Form 10-K for year ended
December 31, 1994 |
|
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November 30, 1987 |
|
Exhibit 4-139 to Form 10-K for year ended
December 31, 1992 |
|
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July 15, 1989 |
|
Exhibit 4-171 to Form 10-K for year ended
December 31, 1994 |
|
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December 1, 1989 |
|
Exhibit 4-172 to Form 10-K for year ended
December 31, 1994 |
|
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February 15, 1990 |
|
Exhibit 4-173 to Form 10-K for year ended
December 31, 1994 |
|
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April 1, 1991 |
|
Exhibit 4-15 to Form 10-K for year ended
December 31, 1996 |
|
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|
November 1, 1991 |
|
Exhibit 4-181 to Form 10-K for year ended
December 31, 1996 |
|
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January 15, 1992 |
|
Exhibit 4-182 to Form 10-K for year ended
December 31, 1996 |
|
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|
February 29, 1992 |
|
Exhibit 4-187 to Form 10-Q for quarter ended
March 31, 1998 |
|
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April 15, 1992 |
|
Exhibit 4-188 to Form 10-Q for quarter ended
March 31, 1998 |
|
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July 15, 1992 |
|
Exhibit 4-189 to Form 10-Q for quarter ended
March 31, 1998 |
|
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|
July 31, 1992 |
|
Exhibit 4-190 to Form 10-Q for quarter ended
September 30, 1992 |
|
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January 1, 1993 |
|
Exhibit 4-131 to Registration No. 33-56496 |
|
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March 1, 1993 |
|
Exhibit 4-191 to Form 10-Q for quarter ended
March 31, 1998 |
|
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|
March 15, 1993 |
|
Exhibit 4-192 to Form 10-Q for quarter ended
March 31, 1998 |
|
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April 1, 1993 |
|
Exhibit 4-143 to Form 10-Q for quarter ended
March 31, 1993 |
|
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April 26, 1993 |
|
Exhibit 4-144 to Form 10-Q for quarter ended
March 31, 1993 |
|
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May 31, 1993 |
|
Exhibit 4-148 to Registration No. 33-64296 |
|
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|
June 30, 1993 |
|
Exhibit 4-149 to Form 10-Q for quarter ended
June 30, 1993 (1993 Series AP) |
|
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June 30, 1993 |
|
Exhibit 4-150 to Form 10-Q for quarter ended
June 30, 1993 (1993 Series H) |
|
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September 15, 1993 |
|
Exhibit 4-158 to Form 10-Q for quarter ended
September 30, 1993 |
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|
March 1, 1994 |
|
Exhibit 4-163 to Registration No. 33-53207 |
|
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June 15, 1994 |
|
Exhibit 4-166 to Form 10-Q for quarter ended
June 30, 1994 |
|
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August 15, 1994 |
|
Exhibit 4-168 to Form 10-Q for quarter ended
September 30, 1994 |
|
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|
December 1, 1994 |
|
Exhibit 4-169 to Form 10-K for year ended
December 31, 1994 |
|
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|
August 1, 1995 |
|
Exhibit 4-174 to Form 10-Q for quarter ended
September 30, 1995 |
|
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|
August 1, 1999 |
|
Exhibit 4-204 to Form 10-Q for quarter ended
September 30, 1999 |
|
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August 15, 1999 |
|
Exhibit 4-205 to Form 10-Q for quarter ended
September 30, 1999 |
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January 1, 2000 |
|
Exhibit 4-205 to Form 10-K for year ended
December 31, 1999 |
|
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|
|
4 |
(b) |
|
|
|
Collateral Trust Indenture (notes), dated as of June 30,
1993 (Exhibit 4-152 to Registration No. 33-50325). |
|
4 |
(c) |
|
|
|
First Supplemental Note Indenture, dated as of June 30, 1993
(Exhibit 4-153 to Registration No. 33-50325). |
|
4 |
(d) |
|
|
|
Second Supplemental Note Indenture, dated as of September
15, 1993 (Exhibit 4-159 to Form 10-Q for quarter ended
September 30, 1993). |
34
|
|
|
|
|
|
|
|
4 |
(e) |
|
|
|
First Amendment, dated as of August 15, 1996, to Second
Supplemental Note Indenture (Exhibit 4-17 to Form 10-Q
for quarter ended September 30, 1996). |
|
4 |
(f) |
|
|
|
Third Supplemental Note Indenture, dated as of August 15,
1994 (Exhibit 4-169 to Form 10-Q for quarter ended
September 30, 1994). |
|
4 |
(g) |
|
|
|
First Amendment, dated as of December 12, 1995, to Third
Supplemental Note Indenture, dated as of August 15, 1994
(Exhibit 4-12 to Registration No. 333-00023). |
|
4 |
(h) |
|
|
|
Sixth Supplemental Note Indenture, dated as of May 1, 1998,
between Detroit Edison and Bankers Trust Company, as Trustee,
creating the 7.54% Quarterly Income Debt Securities
(QUIDS), including form of QUIDS. (Exhibit 4-193
to Form 10-Q for quarter ended June 30, 1998.) |
|
4 |
(i) |
|
|
|
Seventh Supplemental Note Indenture, dated as of October
15, 1998, between Detroit Edison and Bankers Trust Company, as
Trustee, creating the 7.375% QUIDS, including form of QUIDS.
(Exhibit 4-198 to Form 10-K for year ended
December 31, 1998.) |
|
4 |
(j) |
|
|
|
Standby Note Purchase Credit Facility, dated as of August
17, 1994, among The Detroit Edison Company, Barclays Bank PLC, as
Bank and Administrative Agent, Bank of America, The Bank of
new York, The Fuji Bank Limited, the Long-Term Credit Bank
of Japan, LTD, Union Bank and Citicorp Securities, Inc. and First
Chicago Capital Markets, Inc. as Remarketing Agents
(Exhibit 99-18 to Form 10-Q for quarter ended
September 30, 1994.) |
|
4 |
(k) |
|
|
|
$60,000,000 Support Agreement dated as of January 21, 1998
between DTE Energy Company and DTE Capital Corporation.
(Exhibit 4-183 to Form 10-K for year ended
December 31, 1997.) |
|
4 |
(l) |
|
|
|
$100,000,000 Support Agreement, dated as of June 16, 1998,
between DTE Energy Company and DTE Capital Corporation.
(Exhibit 4-194 to Form 10-Q for quarter ended
June 30, 1998.) |
|
4 |
(m) |
|
|
|
$300,000,000 Support Agreement, dated as of November 18,
1998, between DTE Energy and DTE Capital Corporation.
(Exhibit 4-199 to Form 10-K for year ended
December 31, 1998.) |
|
4 |
(n) |
|
|
|
$400,000,000 Support Agreement, dated as of January 19,
1999, between DTE Energy Company and DTE Capital
Corporation. (Exhibit 4-201 to Form 10-K for year ended
December 31, 1998.) |
|
4 |
(o) |
|
|
|
$40,000,000 Support Agreement, dated as of February 24, 1999
between DTE Energy Company and DTE Capital
Corporation. (Exhibit 4-202 to Form 10-Q for quarter
ended March 31, 1999.) |
|
4 |
(p) |
|
|
|
$50,000,000 Support Agreement, dated as of June 10, 1999
between DTE Energy Company and DTE Capital Corporation.
(Exhibit 4-203 to Form 10-Q for quarter ended
June 30, 1999.) |
|
4 |
(q) |
|
|
|
Indenture, dated as of June 15, 1998, between
DTE Capital Corporation and The Bank of New York, as
Trustee. (Exhibit 4-196 to Form 10-Q for quarter ended
June 30, 1998.) |
|
4 |
(r) |
|
|
|
First Supplemental Indenture, dated as of June 15, 1998,
between DTE Capital Corporation and The Bank of
New York, as Trustee, creating the $100,000,000 Remarketed
Notes, Series A due 2038, including form of Note.
(Exhibit 4-197 to Form 10-Q for quarter ended
June 30, 1998.) |
|
4 |
(s) |
|
|
|
Second Supplemental Indenture, dated as of November 1, 1998,
between DTE Capital Corporation and The Bank of New
York, as Trustee, creating the $300,000,000 Remarketed Notes,
1998 Series B, including form of Note. (Exhibit 4-200
to Form 10-K for year ended December 31, 1998.) |
|
99 |
(a) |
|
|
|
Belle River Participation Agreement between Detroit Edison and
Michigan Public Power Agency, dated as of December 1, 1982
(Exhibit 28-5 to Registration No. 2-81501). |
|
99 |
(b) |
|
|
|
Belle River Transmission Ownership and Operating Agreement
between Detroit Edison and Michigan Public Power Agency, dated as
of December 1, 1982 (Exhibit 28-6 to Registration
No. 2-81501). |
|
99 |
(c) |
|
|
|
1988 Amended and Restated Loan Agreement, dated as of
October 4, 1988, between Renaissance Energy Company (an
unaffiliated company) (Renaissance) and Detroit
Edison (Exhibit 99-6 to Registration No. 33-50325). |
35
|
|
|
|
|
|
|
|
99 |
(d) |
|
|
|
First Amendment to 1988 Amended and Restated Loan Agreement,
dated as of February 1, 1990, between Detroit Edison and
Renaissance (Exhibit 99-7 to Registration No.
33-50325). |
|
99 |
(e) |
|
|
|
Second Amendment to 1988 Amended and Restated Loan
Agreement, dated as of September 1, 1993, between Detroit
Edison and Renaissance (Exhibit 99-8 to Registration
No. 33-50325). |
|
99 |
(f) |
|
|
|
Third Amendment, dated as of August 28, 1997, to 1988
Amended and Restated Loan Agreement between Detroit Edison and
Renaissance. (Exhibit 99-22 to Form 10-Q for quarter
ended September 30, 1997.) |
|
99 |
(g) |
|
|
|
$200,000,000 364-Day Credit Agreement, dated as of
September 1, 1993, among Detroit Edison, Renaissance and
Barclays Bank PLC, New York Branch, as Agent (Exhibit
99-12 to Registration No. 33-50325). |
|
99 |
(h) |
|
|
|
First Amendment, dated as of August 31, 1994, to
$200,000,000 364-Day Credit Agreement, dated September 1,
1993, among The Detroit Edison Company, Renaissance Energy
Company, the Banks party thereto and Barclays Bank, PLC,
New York Branch, as Agent (Exhibit 99-19 to
Form 10-Q for quarter ended September 30, 1994). |
|
99 |
(i) |
|
|
|
Third Amendment, dated as of March 8, 1996, to $200,000,000
364-Day Credit Agreement, dated September 1, 1993, as
amended, among Detroit Edison, Renaissance, the Banks party
thereto and Barclays Bank, PLC, New York Branch, as Agent
(Exhibit 99-11 to Form 10-Q for quarter ended
March 31, 1996). |
|
99 |
(j) |
|
|
|
Fourth Amendment, dated as of August 29, 1996, to
$200,000,000 364-Day Credit Agreement as of September 1,
1990, as amended, among Detroit Edison, Renaissance, the Banks
party thereto and Barclays Bank, PLC, New York Branch, as Agent
(Exhibit 99-13 to Form 10-Q for quarter ended
September 30, 1996). |
|
99 |
(k) |
|
|
|
Fifth Amendment, dated as of September 1, 1997, to
$200,000,000 Multi-Year Credit Agreement, dated as of
September 1, 1993, as amended, among Detroit Edison,
Renaissance, the Banks Party thereto and Barclays Bank PLC,
New York Branch, as Agent. (Exhibit 99-24 to
Form 10-Q for quarter ended September 30, 1997.) |
|
99 |
(l) |
|
|
|
Seventh Amendment, dated as of August 26, 1999, to
$200,000,000 364-Day Credit Agreement, dated as of
September 1, 1993, as amended among The Detroit Edison
Company, Renaissance Energy Company, the Banks parties thereto
and Barclays Bank PLC, New York branch as Agent.
(Exhibit 99-30 to Form 10-Q for quarter ended
September 30, 1999.) |
|
99 |
(m) |
|
|
|
$200,000,000 Three-Year Credit Agreement, dated September
1, 1993, among Detroit Edison, Renaissance and Barclays Bank,
PLC, New York Branch, as Agent (Exhibit 99-13 to
Registration No. 33-50325). |
|
99 |
(n) |
|
|
|
First Amendment, dated as of September 1, 1994, to
$200,000,000 Three-Year Credit Agreement, dated as of
September 1, 1993, among The Detroit Edison Company,
Renaissance Energy Company, the Banks party thereto and Barclays
Bank, PLC, New York Branch, as Agent (Exhibit 99-20 to
Form 10-Q for quarter ended September 30, 1994). |
|
99 |
(o) |
|
|
|
Third Amendment, dated as of March 8, 1996, to $200,000,000
Three-Year Credit Agreement, dated September 1, 1993, as
amended among Detroit Edison, Renaissance, the Banks party
thereto and Barclays Bank, PLC, New York Branch, as Agent
(Exhibit 99-12 to Form 10-Q for quarter ended
March 31, 1996). |
|
99 |
(p) |
|
|
|
Fourth Amendment, dated as of September 1, 1996, to
$200,000,000 Multi-Year (formerly Three-Year) Credit Agreement,
dated as of September 1, 1993, as amended among Detroit
Edison, Renaissance, the Banks party thereto and Barclays Bank,
PLC, New York Branch, as Agent (Exhibit 99-14 to
Form 10-Q for quarter ended September 30, 1996). |
|
99 |
(q) |
|
|
|
Fifth Amendment, dated as of August 28, 1997, to
$200,000,000 364-Day Credit Agreement, dated as of
September 1, 1990, as amended, among Detroit Edison,
Renaissance, the Banks Party thereto and Barclays Bank PLC,
New York Branch, as Agent. (Exhibit 99-25 to
Form 10-Q for quarter ended September 30, 1997.) |
36
|
|
|
|
|
|
|
|
99 |
(r) |
|
|
|
Sixth Amendment, dated as of August 27, 1998, to
$200,000,000 364-Day Credit Agreement dated as of September
1, 1990, as amended, among Detroit Edison, Renaissance, the
Banks party thereto and Barclays Bank PLC, New York Branch,
as agent. (Exhibit 99-32 to Registration
No. 333-65765.) |
|
99 |
(s) |
|
|
|
1988 Amended and Restated Nuclear Fuel Heat Purchase
Contract, dated October 4, 1988, between Detroit Edison and
Renaissance (Exhibit 99-9 to Registration
No. 33-50325). |
|
99 |
(t) |
|
|
|
First Amendment to 1988 Amended and Restated Nuclear Fuel
Heat Purchase Contract, dated as of February 1, 1990,
between Detroit Edison and Renaissance (Exhibit 99-10 to
Registration No. 33-50325). |
|
99 |
(u) |
|
|
|
Eighth Amendment, dated as of August 26, 1999 to 1988
Amended and Restated Nuclear Fuel heat Purchase Contract between
Detroit Edison and Renaissance Energy Company.
(Exhibit 99-31 to Form 10-Q for quarter ended
September 30, 1999.) |
|
99 |
(v) |
|
|
|
U.S. $160,000,000 Standby Note Purchase Credit Facility, dated as
of October 26, 1999, among Detroit Edison, the Banks
signatory thereto, Barclays Bank PLC, as Administrative Agent and
Barclays Capital Inc., Lehman Brothers Inc. and Banc One Capital
Markets, Inc., as Remarketing Agents. (Exhibit 99-29 to
Form 10-Q for quarter ended September 30, 1999.) |
|
99 |
(w) |
|
|
|
Standby Note Purchase Credit Facility, dated as of
September 12, 1997, among The Detroit Edison Company and the
Banks Signatory thereto and The Chase Manhattan Bank, as
Administrative Agent, and Citicorp Securities, Inc., Lehman
Brokers, Inc., as Remarketing Agents and Chase Securities, Inc.
as Arranger. (Exhibit 99-26 to Form 10-Q for quarter
ended September 30, 1997.) |
|
99 |
(x) |
|
|
|
Third Amended and Restated Credit Agreement, Dated as of
January 18, 2000 among DTE Capital Corporation, the
Initial Lenders, Citibank, N.A., as Agent, and ABN AMRO Bank
N.V., Bank One N.A., Barclays Bank PLC, Bayerische Landesbank
Girozertrale, Cayman Islands Branch, Comerica Bank and Den Daske
Bank Aktieselskab, as Co-Agents. |
(b) On February 16, 2000, the Company filed a Current
Report on Form 8-K discussing its common share buyback
program.
|
|
* |
Denotes management contract or compensatory plan or arrangement
required to be entered as an exhibit to this report. |
37