1
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 SEPTEMBER 30, 1997
COMMISSION REGISTRANTS; STATE OF INCORPORATION; I.R.S. EMPLOYER
FILE NUMBER ADDRESS; AND TELEPHONE NUMBER IDENTIFICATION NO.
- ----------- ------------------------------------ ------------------
1-11607 DTE Energy Company 38-3217752
(a Michigan corporation)
2000 2nd Avenue
Detroit, Michigan 48226-1279
313-235-4000
1-2198 The Detroit Edison Company 38-0478650
(a Michigan corporation)
2000 2nd Avenue
Detroit, Michigan 48226-1279
313-235-8000
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 September 30, 1997, 145,097,829 shares of DTE Energy's Common Stock,
substantially all held by non-affiliates, were outstanding.
2
DTE ENERGY COMPANY
AND
THE DETROIT EDISON COMPANY
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1997
This document contains the Quarterly Reports on Form 10-Q for the quarter ended
September 30, 1997 for each of DTE Energy Company and The Detroit Edison
Company. Information contained herein relating to an individual registrant is
filed by such registrant on its own behalf. Accordingly, except for its
subsidiaries, The Detroit Edison Company makes no representation as to
information relating to any other companies affiliated with DTE Energy Company.
TABLE OF CONTENTS
Page
----
Definitions.......................................................................3
Quarterly Report on Form 10-Q for DTE Energy Company:
Part I- Financial Information..................................................4
Item 1 - Condensed Consolidated Financial Statements (Unaudited).......4
Notes to Condensed Consolidated Financial
Statements (Unaudited).......................................15
Independent Accountants' Report..............................17
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations..........................18
Part II-Other Information.....................................................24
Item 1 - Legal Proceedings............................................24
Item 5 - Other Information............................................24
Quarterly Report on Form 10-Q for The Detroit Edison Company:
Part I-Financial Information..................................................25
Item 1 - Condensed Consolidated Financial Statements (Unaudited)......25
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations..........................25
Part II-Other Information.....................................................25
Item 1 - Legal Proceedings............................................25
Item 5 - Other Information............................................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.............................26
Signature Page to DTE Energy Company Quarterly Report on Form 10-Q...............33
Signature Page to The Detroit Edison Company Quarterly Report on Form 10-Q.......34
2
3
DEFINITIONS
Annual Report ...........1996 Annual Report to the Securities and Exchange
Commission on Form 10-K for DTE Energy Company or The
Detroit Edison Company, as the case may be
Annual Report Notes......Notes to Consolidated Financial Statements appearing on
pages 49 through 59 of the 1996 Annual Report to the
Securities and Exchange Commission on Form 10-K for
DTE Energy Company and The Detroit Edison Company
Company .................DTE Energy Company and Subsidiary Companies
Detroit Edison ..........The Detroit Edison Company (a wholly owned subsidiary
of DTE Energy Company) and Subsidiary Companies
FERC ....................Federal Energy Regulatory Commission
kWh .....................Kilowatthour
MPSC ....................Michigan Public Service Commission
MWh .....................Megawatthour
Note(s) .................Note(s) to Condensed Consolidated Financial
Statements (Unaudited) appearing herein
Quarterly Report Notes...Notes to Condensed Consolidated Financial Statements
(Unaudited) appearing in the Quarterly Report to the
Securities and Exchange Commission on Form 10-Q for
the quarters ended March 31, 1997 and June 30, 1997
for DTE Energy Company or The Detroit Edison
Company, as the case may be
Registrant ..............Company or Detroit Edison, as the case may be
3
4
QUARTERLY REPORT ON FORM 10-Q FOR DTE ENERGY COMPANY
PART I - FINANCIAL INFORMATION
ITEM 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED):
DTE ENERGY COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
(Dollars in Thousands)
Three Months Ended Nine Months Ended
September 30 September 30
-----------------------------------------------------
1997 1996 1997 1996
-----------------------------------------------------
OPERATING REVENUES
Electric - System $ 950,484 $ 958,439 $ 2,649,532 $ 2,703,835
Electric - Interconnection and Steam 34,683 17,793 77,721 52,265
Non-Regulated 44,492 1,102 63,348 2,134
- -----------------------------------------------------------------------------------------------------
Total Operating Revenues $ 1,029,659 $ 977,334 $ 2,790,601 $ 2,758,234
- -----------------------------------------------------------------------------------------------------
OPERATING EXPENSES
Operation
Fuel $ 178,804 $ 184,766 $ 489,208 $ 527,120
Purchased power 49,240 41,800 134,241 102,925
Other operation 219,829 157,582 555,900 466,831
Maintenance 66,215 65,218 200,945 217,518
Steam heating special charges - 149,231 - 149,231
Depreciation and amortization 130,521 131,959 406,533 394,563
Deferred Fermi 2 amortization (747) (1,119) (2,240) (3,359)
Amortization of deferred Fermi 2 depreciation
and return 27,973 25,485 83,919 76,453
Taxes other than income 68,483 65,919 202,983 195,674
Income taxes 75,721 37,853 193,657 171,628
- -----------------------------------------------------------------------------------------------------
Total Operating Expenses $ 816,039 $ 858,694 $ 2,265,146 $ 2,298,584
- -----------------------------------------------------------------------------------------------------
OPERATING INCOME $ 213,620 $ 118,640 $ 525,455 $ 459,650
- -----------------------------------------------------------------------------------------------------
OTHER INCOME AND (DEDUCTIONS)
Allowance for other funds used
during construction $ 263 $ 456 $ 750 $ 1,430
Other income and (deductions) - net (4,187) (925) (13,706) (7,550)
Accretion income 1,198 1,967 4,184 6,444
Accretion expense (2,382) - (7,146) -
Income taxes 2,191 173 6,123 1,054
- -----------------------------------------------------------------------------------------------------
Net Other Income and (Deductions) $ (2,917) $ 1,671 $ (9,795) $ 1,378
- -----------------------------------------------------------------------------------------------------
INTEREST CHARGES
Long-term debt $ 70,691 $ 68,916 $ 205,494 $ 206,537
Amortization of debt discount and expense 2,776 2,959 8,599 8,881
Other 2,736 1,421 5,997 3,464
Allowance for borrowed funds used during
construction (credit) (344) (826) (979) (2,588)
- -----------------------------------------------------------------------------------------------------
Net Interest Charges $ 75,859 $ 72,470 $ 219,111 $ 216,294
- -----------------------------------------------------------------------------------------------------
PREFERRED STOCK DIVIDENDS OF SUBSIDIARY 2,907 2,908 8,722 13,108
- -----------------------------------------------------------------------------------------------------
NET INCOME $ 131,937 $ 44,933 $ 287,827 $ 231,626
=====================================================================================================
COMMON SHARES OUTSTANDING - AVERAGE 145,097,829 145,119,875 145,101,949 145,119,875
EARNINGS PER COMMON SHARE $ 0.91 $ 0.31 $ 1.98 $ 1.60
DIVIDENDS DECLARED PER SHARE OF COMMON STOCK $ 0.515 $ 0.515 $ 1.545 $ 1.545
See accompanying Notes to the Condensed Consolidated Financial Statements
(Unaudited).
4
5
DTE ENERGY COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(Dollars in Thousands)
Three Months Ended Nine Months Ended
September 30 September 30
------------------------------------------------
1997 1996 1997 1996
------------------------------------------------
OPERATING ACTIVITIES
Net Income $ 131,937 $ 44,933 $ 287,827 $ 231,626
Adjustments to reconcile net income to net cash
from operating activities:
Accretion income (1,198) (1,967) (4,184) (6,444)
Accretion expense 2,382 - 7,146 -
Depreciation and amortization 130,521 131,959 406,533 394,563
Deferred Fermi 2 amortization and return - net 27,226 24,366 81,679 73,094
Deferred income taxes and investment tax credit - net 8,461 (46,885) (13,811) (18,273)
Fermi 2 refueling outage - net 3,330 (3,062) 10,187 3,454
Steam heating special charge (credit) (3,278) 149,231 (9,834) 149,231
Other (11,412) 23,074 16,548 13,618
Changes in current assets and liabilities:
Customer accounts receivable and unbilled revenues 4,354 (7,527) 7,724 (25,253)
Other accounts receivable (9,655) (8,029) (37,953) (12,768)
Inventories 15,489 27,594 (9,904) 39,815
Accounts payable 6,918 (21,608) (25,173) (23,865)
Taxes payable 16,065 22,308 9,876 10,904
Interest payable (10,305) (14,705) (12,950) (10,086)
Other 1,112 18,187 (34,914) (37,799)
- ------------------------------------------------------------------------------------------------------------
Net cash from operating activities $ 311,947 $337,869 $ 678,797 $ 781,817
- ------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Plant and equipment expenditures - regulated $(107,173) $(130,076) $(315,778) $(355,453)
Plant and equipment expenditures - non-regulated (1,322) (15,875) (219,773) (42,478)
Nuclear decommissioning trust funds (8,330) (11,978) (45,088) (34,772)
Non-regulated investments (961) (260) (7,009) (6,545)
Other changes in current assets and liabilities 3,750 1,753 (2,364) 906
Other 497 (2,210) 13,355 (16,464)
- ------------------------------------------------------------------------------------------------------------
Net cash used for investing activities $(113,539) $(158,646) $(576,657) $(454,806)
- ------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Issuance of long-term debt $ - $ 34,880 $ 249,600 $ 219,880
Increase (decrease) in short-term borrowings (111,788) (94,988) 96,999 (36,990)
Redemption of long-term debt - (6,500) (184,714) (75,714)
Redemption of preferred stock - - - (185,000)
Dividends on common stock (74,729) (74,737) (224,194) (224,212)
Other - (11) (68) (9,986)
- ------------------------------------------------------------------------------------------------------------
Net cash used for financing activities $(186,517) $(141,356) $ (62,377) $(312,022)
- ------------------------------------------------------------------------------------------------------------
NET INCREASE IN CASH AND TEMPORARY
CASH INVESTMENTS $ 11,891 $ 37,867 $ 39,763 $ 14,989
CASH AND TEMPORARY CASH INVESTMENTS AT
BEGINNING OF THE PERIOD 80,906 42,070 53,034 64,948
- ------------------------------------------------------------------------------------------------------------
CASH AND TEMPORARY CASH INVESTMENTS AT END
OF THE PERIOD $ 92,797 $ 79,937 $ 92,797 $ 79,937
- ------------------------------------------------------------------------------------------------------------
SUPPLEMENTARY CASH FLOW INFORMATION
Interest paid (excluding interest capitalized) $ 74,039 $ 83,770 $ 212,487 $ 216,944
Income taxes paid 58,086 51,248 186,129 165,194
New capital lease obligations 100 21,700 32,990 33,882
============================================================================================================
See accompanying Notes to the Condensed Consolidated Financial Statements
(Unaudited).
5
6
DTE ENERGY COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
ASSETS
(Dollars in Thousands)
September 30 December 31
1997 1996
------------ -----------
UTILITY PROPERTIES
Electric plant in service $ 14,118,536 $ 13,776,535
Less: Accumulated depreciation and amortization (5,748,997) (5,367,110)
- -------------------------------------------------------------------------------------------------
$ 8,369,539 $ 8,409,425
Construction work in progress 34,940 91,242
- -------------------------------------------------------------------------------------------------
Net utility properties $ 8,404,479 $ 8,500,667
- -------------------------------------------------------------------------------------------------
Property under capital leases (less accumulated amortization
of $108,323 and $102,346, respectively) $ 151,013 $ 126,137
Nuclear fuel under capital lease (less accumulated amortization
of $497,077 and $473,788, respectively) 110,574 134,104
- -------------------------------------------------------------------------------------------------
Net property under capital leases $ 261,587 $ 260,241
- -------------------------------------------------------------------------------------------------
Total owned and leased properties $ 8,666,066 $ 8,760,908
- -------------------------------------------------------------------------------------------------
OTHER PROPERTY AND INVESTMENTS
Non-utility property $ 286,649 $ 72,152
Investments and special funds 55,949 47,543
Nuclear decommissioning trust funds 216,602 171,514
- -------------------------------------------------------------------------------------------------
$559,200 $ 291,209
- -------------------------------------------------------------------------------------------------
CURRENT ASSETS
Cash and temporary cash investments $ 92,797 $ 53,034
Customer accounts receivable and unbilled revenues (less allowance
for uncollectible accounts of $20,000) 432,752 440,476
Other accounts receivable 81,958 44,005
Inventories (at average cost)
Fuel 113,395 119,631
Materials and supplies 161,008 144,316
Prepayments 47,014 8,913
- -------------------------------------------------------------------------------------------------
$ 928,924 $ 810,375
- -------------------------------------------------------------------------------------------------
DEFERRED DEBITS
Regulatory assets $ 856,415 $ 975,351
Prepaid pensions 84,215 91,579
Unamortized debt expense 54,742 45,357
Other 37,995 40,150
- -------------------------------------------------------------------------------------------------
$ 1,033,367 $ 1,152,437
- -------------------------------------------------------------------------------------------------
TOTAL $ 11,187,557 $ 11,014,929
=================================================================================================
See accompanying Notes to the Condensed Consolidated Financial Statements
(Unaudited).
6
7
DTE ENERGY COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
LIABILITIES
(Dollars in Thousands)
September 30 December 31
1997 1996
------------ -----------
CAPITALIZATION
Common stock - without par value, 400,000,000 shares
authorized; 145,097,829 and 145,119,875 shares
outstanding, respectively $ 1,951,140 $ 1,951,437
Retained earnings used in the business 1,555,683 1,492,417
- ------------------------------------------------------------------------------------
Total common shareholders' equity $ 3,506,823 $ 3,443,854
Cumulative preferred stock of subsidiary 144,405 144,405
Long-term debt 3,945,677 3,779,334
- ------------------------------------------------------------------------------------
Total Capitalization $ 7,596,905 $ 7,367,593
- ------------------------------------------------------------------------------------
OTHER NON-CURRENT LIABILITIES
Obligations under capital leases $ 140,526 $ 115,742
Other postretirement benefits - 5,516
Other 71,804 67,078
- ------------------------------------------------------------------------------------
$ 212,330 $ 188,336
- ------------------------------------------------------------------------------------
CURRENT LIABILITIES
Short-term borrowings $ 107,000 $ 10,001
Amounts due within one year
Long-term debt 47,298 144,214
Obligations under capital leases 121,061 144,499
Accounts payable 132,132 160,786
Property and general taxes 19,179 29,475
Income taxes 33,983 14,334
Accumulated deferred income taxes 48,830 44,418
Interest payable 47,455 60,405
Dividends payable 77,630 77,644
Payrolls 94,942 81,448
Fermi 2 refueling outage 11,536 1,349
Other 125,294 133,409
- ------------------------------------------------------------------------------------
$866,340 $ 901,982
- ------------------------------------------------------------------------------------
DEFERRED CREDITS
Accumulated deferred income taxes $ 1,974,436 $ 2,023,691
Accumulated deferred investment tax credits 304,469 315,030
Other 233,077 218,297
- ------------------------------------------------------------------------------------
$ 2,511,982 $ 2,557,018
- ------------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (NOTE 4)
- ------------------------------------------------------------------------------------
TOTAL $11,187,557 $11,014,929
====================================================================================
See accompanying Notes to the Condensed Consolidated Financial Statements
(Unaudited).
7
8
DTE ENERGY COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENT OF
COMMON SHAREHOLDERS' EQUITY (UNAUDITED)
(Dollars in Thousands)
Retained Total
Common Stock Earnings Common
------------ Used in the Shareholders'
Shares Amount Business Equity
- --------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 1996 145,119,875 $1,951,437 $1,492,417 $3,443,854
Net income 287,827 287,827
Cash dividends declared on
Common stock - $1.545 per share (224,179) (224,179)
Repurchase and retirement of
common stock (22,046) (297) (382) (679)
- --------------------------------------------------------------------------------------------
BALANCE AT SEPTEMBER 30, 1997 145,097,829 $1,951,140 $1,555,683 $3,506,823
============================================================================================
See accompanying Notes to the Condensed Consolidated Financial Statements
(Unaudited).
8
9
[This page intentionally left blank.]
9
10
THE DETROIT EDISON COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
(Dollars in Thousands)
Three Months Ended Nine Months Ended
September 30 September 30
-------------------------------------------
1997 1996 1997 1996
-------------------------------------------
OPERATING REVENUES
Electric - System $950,484 $958,439 $2,649,532 $2,703,835
Electric - Interconnection and Steam 34,683 17,793 77,721 52,265
- ---------------------------------------------------------------------------------------------
Total Operating Revenues $985,167 $976,232 $2,727,253 $2,756,100
- ---------------------------------------------------------------------------------------------
OPERATING EXPENSES
Operation
Fuel $178,804 $184,766 $489,208 $527,120
Purchased power 49,240 41,800 134,241 102,925
Other operation 176,473 155,251 492,802 461,217
Maintenance 66,215 65,218 200,945 217,518
Steam heating special charges - 149,231 - 149,231
Depreciation and amortization 129,897 131,849 405,429 394,242
Deferred Fermi 2 amortization (747) (1,119) (2,240) (3,359)
Amortization of deferred Fermi 2 depreciation
and return 27,973 25,485 83,919 76,453
Taxes other than income 68,381 65,916 202,688 195,566
Income taxes 87,647 38,554 210,382 173,424
- ---------------------------------------------------------------------------------------------
Total Operating Expenses $783,883 $856,951 $2,217,374 $2,294,337
- ---------------------------------------------------------------------------------------------
OPERATING INCOME $201,284 $119,281 $509,879 $461,763
- ---------------------------------------------------------------------------------------------
OTHER INCOME AND (DEDUCTIONS)
Allowance for other funds used
during construction $263 $456 $750 $1,430
Other income and (deductions) - net (4,863) (1,492) (15,435) (9,678)
Accretion income 1,198 1,967 4,184 6,444
Accretion expense (2,382) - (7,146) -
Income taxes 2,191 173 6,123 1,054
- ---------------------------------------------------------------------------------------------
Net Other Income and (Deductions) $(3,593) $1,104 $(11,524) $(750)
- ---------------------------------------------------------------------------------------------
INTEREST CHARGES
Long-term debt $64,862 $68,916 $197,700 $206,537
Amortization of debt discount and expense 2,763 2,947 8,561 8,855
Other 2,201 1,327 5,208 3,268
Allowance for borrowed funds used during
construction (credit) (344) (826) (979) (2,588)
- ---------------------------------------------------------------------------------------------
Net Interest Charges $69,482 $72,364 $210,490 $216,072
- ---------------------------------------------------------------------------------------------
NET INCOME $128,209 $48,021 $287,865 $244,941
PREFERRED STOCK DIVIDENDS 2,907 2,908 8,722 13,108
- ---------------------------------------------------------------------------------------------
NET INCOME AVAILABLE FOR COMMON STOCK $125,302 $45,113 $279,143 $231,833
=============================================================================================
Note: Detroit Edison's condensed consolidated financial statements are
presented here for ease of reference and are not considered to be part of
Item 1 of the Company's report.
See accompanying Notes to the Condensed Consolidated Financial Statements
(Unaudited).
10
11
THE DETROIT EDISON COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(Dollars in Thousands)
Three Months Ended Nine Months Ended
September 30 September 30
------------------ -----------------
1997 1996 1997 1996
---- ---- ---- ----
OPERATING ACTIVITIES
Net Income $128,209 $48,021 $287,865 $244,941
Adjustments to reconcile net income to net cash
from operating activities:
Accretion income (1,198) (1,967) (4,184) (6,444)
Accretion expense 2,382 - 7,146 -
Depreciation and amortization 129,897 131,849 405,429 394,242
Deferred Fermi 2 amortization and return - net 27,226 24,366 81,679 73,094
Deferred income taxes and investment tax credit - net 3,377 (46,921) (20,297) (18,361)
Fermi 2 refueling outage - net 3,330 (3,062) 10,187 3,454
Steam heating special charge (credit) (3,278) 149,231 (9,834) 149,231
Other (14,735) 10,968 52,231 4,687
Changes in current assets and liabilities:
Customer accounts receivable and unbilled revenues 4,354 (7,527) 7,724 (25,253)
Other accounts receivable (1,660) (9,185) (21,034) (10,127)
Inventories 19,208 27,594 5,590 39,815
Accounts payable 4,355 (14,972) (33,208) (27,411)
Taxes payable 25,776 24,083 17,530 10,998
Interest payable (10,443) (14,630) (13,180) (10,087)
Other (6,267) 30,627 (41,456) (39,100)
- ---------------------------------------------------------------------------------------------------------
Net cash from operating activities $310,533 $348,475 $732,188 $ 783,679
- ---------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Plant and equipment expenditures $(107,173) $(130,084) $(315,778) $(355,461)
Nuclear decommissioning trust funds (8,330) (11,978) (45,088) (34,772)
Other changes in current assets and liabilities 3,217 1,753 (2,364) 906
Other (3,246) (2,591) 8,886 (4,936)
- ---------------------------------------------------------------------------------------------------------
Net cash used for investing activities $(115,532) $(142,900) $(354,344) $(394,263)
- ---------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Issuance of long-term debt $ - $ - $ - $185,000
Increase (decrease) in short-term borrowings (113,788) (94,988) 61,999 (36,990)
Redemption of long-term debt - (6,500) (184,714) (75,714)
Redemption of preferred stock - - - (185,000)
Dividends on common and preferred stock (82,724) (82,724) (248,171) (249,086)
Cash portion of restructuring dividend to parent - - - (56,510)
Other - - (68) (8,367)
- ---------------------------------------------------------------------------------------------------------
Net cash used for financing activities $(196,512) $(184,212) $(370,954) $(426,667)
- ---------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND TEMPORARY
CASH INVESTMENTS $(1,511) $21,363 $6,890 $(37,251)
CASH AND TEMPORARY CASH INVESTMENTS AT
BEGINNING OF THE PERIOD 10,866 6,334 2,465 64,948
- ----------------------------------------------------------------------------------------------------------
CASH AND TEMPORARY CASH INVESTMENTS AT END
OF THE PERIOD $9,355 $27,697 $9,355 $27,697
- ----------------------------------------------------------------------------------------------------------
SUPPLEMENTARY CASH FLOW INFORMATION
Interest paid (excluding interest capitalized) $73,513 $83,613 $210,427 $216,765
Income taxes paid 68,065 51,922 199,702 167,088
New capital lease obligations 100 21,700 32,990 33,882
Non-cash portion of restructuring dividend to parent - - - 26,716
==========================================================================================================
See accompanying Notes to the Condensed Consolidated Financial Statements
(Unaudited).
11
12
THE DETROIT EDISON COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
ASSETS
(Dollars in Thousands)
September 30 December 31
1997 1996
------------ -----------
UTILITY PROPERTIES
Electric plant in service $14,118,536 $13,776,535
Less: Accumulated depreciation and amortization (5,748,997) (5,367,110)
- -----------------------------------------------------------------------------------------------
$8,369,539 $8,409,425
Construction work in progress 34,940 91,242
- -----------------------------------------------------------------------------------------------
Net utility properties $8,404,479 $8,500,667
- -----------------------------------------------------------------------------------------------
Property under capital leases (less accumulated amortization
of $108,323 and $102,346, respectively) $151,013 $126,137
Nuclear fuel under capital lease (less accumulated amortization
of $497,077 and $473,788, respectively) 110,574 134,104
- -----------------------------------------------------------------------------------------------
Net property under capital leases $261,587 $260,241
- -----------------------------------------------------------------------------------------------
Total owned and leased properties $8,666,066 $8,760,908
- -----------------------------------------------------------------------------------------------
OTHER PROPERTY AND INVESTMENTS
Non-utility property $7,368 $7,423
Investments and special funds 32,948 31,145
Nuclear decommissioning trust funds 216,602 171,514
- -----------------------------------------------------------------------------------------------
$256,918 $210,082
- -----------------------------------------------------------------------------------------------
CURRENT ASSETS
Cash and temporary cash investments $9,355 $2,465
Customer accounts receivable and unbilled revenues (less allowance
for uncollectible accounts of $20,000) 432,752 440,476
Other accounts receivable 62,401 41,367
Inventories (at average cost)
Fuel 113,396 119,631
Materials and supplies 145,513 144,316
Prepayments 45,392 8,394
- -----------------------------------------------------------------------------------------------
$808,809 $756,649
- -----------------------------------------------------------------------------------------------
DEFERRED DEBITS
Regulatory assets $856,415 $975,351
Prepaid pensions 84,215 91,579
Unamortized debt expense 42,962 45,247
Other 6,378 34,661
- -----------------------------------------------------------------------------------------------
$ 989,970 1,146,838
- -----------------------------------------------------------------------------------------------
$10,721,763 $10,874,477
===============================================================================================
See accompanying Notes to the Condensed Consolidated Financial Statements
(Unaudited).
12
13
THE DETROIT EDISON COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
LIABILITIES
(Dollars in Thousands)
September 30 December 31
1997 1996
------------ -----------
CAPITALIZATION
Common stock - $10 par value, 400,000,000 shares authorized;
145,119,875 shares outstanding $1,451,199 $1,451,199
Premium on common stock 547,799 547,799
Common stock expense (47,561) (47,561)
Retained earnings used in the business 1,430,798 1,391,104
- -------------------------------- -------------------------------------------------------
Total common shareholders' equity $3,382,235 $3,342,541
Cumulative preferred stock 144,405 144,405
Long-term debt 3,680,761 3,740,434
- ----------------------------------------------------------------------------------------
Total Capitalization $7,207,401 $7,227,380
- ----------------------------------------------------------------------------------------
OTHER NON-CURRENT LIABILITIES
Obligations under capital leases $140,526 $115,742
Other postretirement benefits - 5,516
Other 71,804 67,078
- ----------------------------------------------------------------------------------------
$212,330 $188,336
- ----------------------------------------------------------------------------------------
CURRENT LIABILITIES
Short-term borrowings $72,000 $10,001
Amounts due within one year
Long-term debt 19,214 144,214
Obligations under capital leases 121,061 144,499
Accounts payable 121,905 158,594
Property and general taxes 18,762 29,455
Income taxes 43,659 15,959
Accumulated deferred income taxes 48,830 44,418
Interest payable 47,223 60,403
Dividends payable 82,723 82,723
Payrolls 92,964 81,181
Fermi 2 refueling outage 11,536 1,349
Other 117,791 131,840
- ----------------------------------------------------------------------------------------
$ 797,668 $ 904,636
- ----------------------------------------------------------------------------------------
DEFERRED CREDITS
Accumulated deferred income taxes $ 1,966,818 $ 2,022,550
Accumulated deferred investment tax credits 304,469 315,030
Other 233,077 216,545
- ----------------------------------------------------------------------------------------
$ 2,504,364 $ 2,554,125
- ----------------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (NOTE 4)
- ----------------------------------------------------------------------------------------
TOTAL $10,721,763 $10,874,477
========================================================================================
See accompanying Notes to the Condensed Consolidated Financial Statements
(Unaudited).
13
14
THE DETROIT EDISON COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENT OF
COMMON SHAREHOLDERS' EQUITY (UNAUDITED)
(Dollars in Thousands)
Common Stock Premium Retained Total
----------------------- on Common Earnings Common
$10 Par Common Stock Used in the Shareholders'
Shares Value Stock Expense Business Equity
- -------------------------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 1996 145,119,875 $1,451,199 $547,799 $(47,561) $1,391,104 $3,342,541
Net income 287,865 287,865
Cash dividends declared
Common stock - $1.65 per share (239,449) (239,449)
Cumulative preferred stock* (8,722) (8,722)
- -------------------------------------------------------------------------------------------------------------
BALANCE AT SEPTEMBER 30, 1997 145,119,875 $1,451,199 $547,799 $(47,561) $1,430,798 $3,382,235
- -------------------------------------------------------------------------------------------------------------
*At established rate for each series
See accompanying Notes to the Condensed Consolidated Financial Statements
(Unaudited).
14
15
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (UNAUDITED)
DTE ENERGY COMPANY, THE DETROIT EDISON COMPANY AND SUBSIDIARY COMPANIES
NOTE 1 - ANNUAL REPORT NOTES
These condensed consolidated financial statements should be read in
conjunction with the Quarterly Report Notes and the Annual Report Notes. The
Notes contained herein supplement matters discussed in the Quarterly Report
Notes and 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.
NOTE 2 - FERMI 2
As discussed in the Annual Report Notes and the Quarterly Report Notes,
Fermi 2 was shut down earlier in 1997 for inspection and required repairs and
testing. Repairs to the main generator were completed and the unit was
restarted on May 2, 1997. The unit was operating at more than 90 percent power
from May 17, 1997 through October 2, 1997. On October 3, 1997, Fermi 2 was
shut down to replace two defective fuel assemblies. It restarted on October
19, 1997.
NOTE 3 - REGULATORY MATTERS
As discussed in Part I, Item 2, herein, there are continuing proceedings
in the State of Michigan for electric industry restructuring. While the
Company and Detroit Edison believe that the ultimate outcome of these
proceedings will allow for recovery of investment in utility assets, including
recorded regulatory assets, the actual amounts recovered may differ from the
recorded amounts.
NOTE 4 - COMMITMENTS AND CONTINGENCIES
As discussed in the Annual Report Notes and the Quarterly Report Notes, a
class action is pending in the Circuit Court for Wayne County, Michigan
(Gilford, et al v Detroit Edison) in which plaintiffs are alleging that Detroit
Edison has engaged in age and racial discrimination. The Court set January 19,
1998 as the opening date for trial in this matter. Detroit Edison is of the
opinion that the allegations of discrimination are without merit.
15
16
NOTE 5 - SHAREHOLDER RIGHTS PLAN
The Board of Directors of the Company declared a dividend distribution of
one Right (a "Right") for each outstanding share of Common Stock, without par
value (the "Common Shares"), of the Company, payable on October 6, 1997. Each
Right entitles the registered holder thereof to purchase from the Company one
one-hundredth of a share of Series A Junior Participating Preferred Stock,
without par value (the "Preferred Shares"), of the Company at a price of $90.00
per one one-hundredth of a Preferred Share, subject to adjustment and upon the
happening of certain events. The terms of the Rights are set forth in a Rights
Agreement, dated as of September 23, 1997 (the "Rights Agreement"), between the
Company and The Detroit Edison Company, as Rights Agent.
The Rights will expire on October 6, 2007 unless earlier redeemed,
exchanged or amended by the Company. On October 6, 1997, 1.5 million shares of
Preferred Stock were reserved for issuance pursuant to the Rights Agreement.
The Rights Agreement also provides that in the event (i) any person
becomes the beneficial owner of 10% or more of the outstanding Common Shares,
(ii) any such acquiror merges into or combines with the Company and the Company
is the surviving corporation, (iii) any such acquiror effects certain other
transactions with the Company, or (iv) during such time the Company effects
certain transactions, then, in each such case, holders of Rights, other than
Rights of such acquiror, will have the right to receive, upon exercise at the
then-current exercise price of the Right, that number of Common Shares that
have a market value of two times the exercise price of the Right.
The Company may, at its option, redeem the Rights in whole, but not in
part, at a price of $.01 per Right, at any time prior to the occurrence of an
event which would permit the Rights to be exercised.
The Rights Agreement may be amended by the Company without the approval of
any holders of Rights Certificates, including amendments that increase or
decrease the purchase price, that add other events requiring adjustment to the
purchase price payable and the number of the Preferred Shares or other
securities issuable upon the exercise of the Rights or that modify procedures
relating to the redemption of the Rights, except that no amendment may be made
that decreases the stated redemption price to an amount less than $.01 per
Right.
----------------
This Quarterly Report on Form 10-Q, including the report of Deloitte & Touche
LLP (on page 17) will automatically be incorporated by reference in the
Prospectuses constituting part of the Registration Statements on Form S-3
(Registration Nos. 33-53207 and 33-64296) of The Detroit Edison Company and
Form S-8 (Registration No. 333-00023) 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.
16
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 subsidiary companies and of The Detroit Edison Company
and subsidiary companies as of September 30, 1997, and the related condensed
consolidated statements of income and of cash flows for the three-month and
nine-month periods ended September 30, 1997 and 1996, and the condensed
consolidated statements of common shareholders' equity for the nine-month
period ended September 30, 1997. These financial statements are the
responsibility of DTE Energy Company's management and of The Detroit Edison
Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and of making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, 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 generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheets of DTE Energy Company and subsidiary
companies and of The Detroit Edison Company and subsidiary companies as of
December 31, 1996, and the related consolidated statements of income, common
shareholders' equity, and cash flows for the year then ended (not presented
herein); and in our report dated January 27, 1997, 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, 1996 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
October 27, 1997
17
18
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
DTE ENERGY COMPANY, THE DETROIT EDISON COMPANY AND SUBSIDIARY
COMPANIES
This analysis for the three and nine months ended September 30, 1997, as
compared to the same periods in 1996, should be read in conjunction with the
condensed consolidated financial statements (unaudited), the accompanying
Notes, the Quarterly Report Notes and the Annual Report Notes.
Detroit Edison is the principal 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.
RESULTS OF OPERATIONS
For the three months ended September 30, 1997, the Company's net income
was $131.9 million, or $0.91 per common share as compared to the $44.9 million,
or $0.31 per common share earned in the three months ended September 30, 1996.
For the nine months ended September 30, 1997, the Company's net income was
$287.8 million, or $1.98 per common share as compared to the $231.6 million, or
$1.60 per common share earned in the nine months ended September 30, 1996. The
1996 three-month and nine-month periods included a steam heating special charge
of $149.2 million ($97 million after tax), or $0.67 per common share.
The 1997 three-month and nine-month earnings were lower than the 1996
earnings, adjusted for the steam heating special charge. The 1997 three-month
period included the costs of restoring portions of Detroit Edison's distribution
system destroyed or severely damaged during a storm on July 2, 1997. In
addition, the 1997 nine-month period included the costs of a March 1997 ice
storm and an increase in the Fermi 2 capacity factor performance standard
reserve due to a repair and maintenance outage at Fermi 2 earlier this year.
OPERATING REVENUES
THREE MONTHS
Increases in operating revenues were due primarily to higher non-regulated
subsidiary revenues and higher interconnection sales, partially offset by
decreases in total system revenues driven mainly by lower rates.
NINE MONTHS
Increases in Company operating revenues were due primarily to higher
non-regulated subsidiary revenues, which were partially offset by decreases in
total system
18
19
revenues, driven mainly by lower rates and recording the Fermi 2 capacity
factor performance standard reserve. Decreases in Detroit Edison operating
revenues were due primarily to decreases in total system revenues, driven
mainly by lower rates and recording the Fermi 2 capacity factor standard
reserve.
kWh Sales
Detroit Edison kWh sales increased (decreased) as compared to the prior year as
follows:
Three Nine
Months Months
------ ----------
Residential (2.1)% (1.5)%
Commercial 2.8 0.9
Industrial (0.7) 0.9
Other (includes primarily sales for resale) 16.2 4.0
Total System 0.8 0.4
Interconnection 62.7 19.6
Total 3.8 1.2
The decreases in residential sales reflect less heating and cooling demand
which more than offset growth in the customer base. Commercial sales increased
for the three-month period reflecting a continuation of good economic
conditions which offset the decline in cooling demand. The decrease in
industrial sales for the three-month period reflects a small decrease in sales
to the steel sector. Sales to other customers increased in the three-month
period reflecting increased demand from sales for resale customers.
Interconnection sales increased for the three-month and nine-month periods due
to greater demand for energy.
OPERATING EXPENSES
FUEL AND PURCHASED POWER
Net system output and average fuel and purchased power unit costs were as
follows:
Three Months Nine Months
----------------- -----------------
1997 1996 1997 1996
------ ------ ------ ------
(Thousands of Megawatthours, "MWh")
Power plant generation
Fossil 10,744 11,052 31,141 31,208
Nuclear 2,342 1,628 3,589 4,778
Purchased power 1,237 1,190 4,849 3,177
------- ------- ------- -------
Net system output 14,323 13,870 39,579 39,163
======= ======= ======= =======
Average unit cost ($/MWh) $ 14.88 $ 15.16 $ 14.76 $ 14.73
======= ======= ======= =======
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20
THREE MONTHS
Fuel and purchased power expense increased due to higher net system
output, partially offset by lower average unit costs. Lower average unit costs
resulted primarily from decreasing nuclear fuel expense due to aggressive
nuclear procurement strategies and increased operating efficiencies at Fermi 2.
The completion of the amortization of coal contract buyouts expense also
contributed to the lower average unit cost.
NINE MONTHS
Fuel and purchased power expense decreased due to the amortization of the
reserve for steam purchase commitments, partially offset by higher net system
output and higher average costs. Average costs were higher due primarily to
increased purchases of power while Fermi 2 was shut down earlier in the year.
OTHER OPERATION
THREE MONTHS
Other operation expense increased primarily due to higher expenses related
to non-regulated subsidiaries ($41.0 million), higher shareholder value
improvement plan expenses ($14.8 million) and storm expenses ($8.8 million).
These increases were partially offset by lower post-retirement expenses ($10.4
million).
NINE MONTHS
Other operation expense increased due primarily to higher expenses related
to non-regulated subsidiaries ($57.5 million), higher shareholder value
improvement plan expenses ($17.7 million), higher storm expenses ($12.9
million) and operating expense related to new computer systems ($6.3 million).
These expenses were partially offset by lower post-retirement benefit expenses
($12.4 million).
MAINTENANCE
THREE MONTHS
Maintenance expense increased primarily due to higher major storm expenses
($12.9 million) which were partially offset by lower overhead lines support
costs ($5.1 million) and plant, transmission and distribution and general
property expenses ($6.9 million).
NINE MONTHS
Maintenance expense decreased due to lower overhead lines support costs
($11.6 million), miscellaneous transmission and distribution expenses ($8.5
million), fossil plant
20
21
expenses ($7.0 million) and general property expenses ($6.3 million). These
decreases were partially offset by higher storm expenses ($21.9 million).
LIQUIDITY AND CAPITAL RESOURCES
PRIVATE SECURITIES LITIGATION REFORM ACT -
FORWARD-LOOKING STATEMENTS
Certain information presented in this Quarterly Report on Form 10-Q is
based upon 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, the impact
of newly-required FERC tariffs, actual sales and expenses, the effects of
competition, the implementation of utility restructuring in Michigan (which
involves pending regulatory proceedings, pending and proposed statutory changes
and the recovery of stranded costs), environmental and nuclear requirements and
the success of non-regulated projects. 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.
COMPETITION
THE DETROIT EDISON COMPANY
MPSC
As discussed in Item 2, of the Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997, the MPSC issued an Opinion and Order, dated June
5, 1997, setting forth the MPSC's views on restructuring of the electric
utility industry and establishing a procedure for implementation of a direct
access program. As a result of the June 5th MPSC Order, contested cases were
filed by Detroit Edison dealing with: (1) approval of direct access rates,
terms and conditions, (2) approval of a true-up mechanism for stranded cost
recovery, and (3) authority to suspend the Power Supply Cost Recovery clause.
The MPSC set expedited schedules for these matters and Orders are expected in
the near future.
Michigan House Bill 5245, providing for the restructuring of the electric
utility industry, was introduced on October 7, 1997. The proposed legislation
differs markedly from the type of legislation contemplated by the MPSC's June
5, 1997 Order and would accelerate the direct access phase-in schedule under
consideration by the MPSC. The Company and Detroit Edison are of the opinion
that the MPSC's proposed method of electric
21
22
industry restructuring is more balanced and would provide a more orderly
transition period than is contemplated by Michigan House Bill 5245.
Legislation compatible with the MPSC's June 5, 1997 Order is expected to be
introduced at a later date.
CASH GENERATION AND CASH REQUIREMENTS
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
Net cash from operating activities decreased due primarily to lower
non-cash charges to income related to the steam heating special charge in 1996.
Net cash used for investing activities was lower in the three-month period
and for Detroit Edison in the nine-month period due primarily to lower plant
and equipment expenditures. Net cash used for investing activities was higher
for the Company in the nine-month period due to the acquisition of the coke
oven battery, a non-regulated expenditure.
Net cash used for financing activities was higher in the three-month
period due to an increase in funds used to reduce short-term borrowings. Net
cash used for financing activities was lower in the nine-month period due
primarily to the issuance of non-recourse debt for the acquisition of the coke
oven battery, a non-regulated expenditure, and an increase in short-term
borrowings, partially offset by higher redemptions of long-term debt and
Detroit Edison's cash portion of a restructuring dividend to the Company in the
prior period.
ADDITIONAL INFORMATION
Detroit Edison's 1997 cash requirements for its capital expenditure
program are estimated at $448 million, of which $316 million had been expended
as of September 30, 1997. Internal cash generation is expected to be
sufficient to meet its cash requirements for capital expenditures as well as
scheduled long-term debt redemptions.
Detroit Edison had short-term credit arrangements of approximately $472
million at September 30, 1997, under which $72 million of borrowings were
outstanding.
NON-REGULATED INVESTMENTS
Cash requirements for non-regulated investments are estimated to range
from $300 to $350 million in 1997, of which $220 million had been expended as
of September 30, 1997. Non-regulated investments are expected to be
substantially externally financed.
DTE Capital Corporation has a $200 million Revolving Credit Agreement,
backed by a Support Agreement from the Company, under which $35 million was
outstanding at September 30, 1997.
In response to industry deregulation and related market opportunities, the
Company has formed a new power marketing subsidiary, DTE Energy Trading, Inc.
The new subsidiary will market and trade electricity and natural gas physical
products and financial
22
23
instruments, and provide risk management services. Trading is expected to
begin in the fourth quarter of 1997.
ENVIRONMENTAL MATTERS
In July 1997, the EPA finalized new air quality standards relating to
ozone and particulate air pollution. The proposed new rules could lead to
additional controls on fossil-fueled power plants to reduce nitrogen oxides and
particulate emissions. Until it is determined what level of emissions
reductions is required to achieve the new standards, Detroit Edison is unable
to predict what impact they may have. Following the conclusion of all
proceedings, it is expected that Detroit Edison's costs will increase, perhaps
substantially. Additional environmental costs would be expected to be
recovered under traditional ratemaking principles. However, Detroit Edison is
unable to predict what effect, if any, deregulation of the electric utility
industry would have on cost recoverability.
23
24
DTE ENERGY COMPANY
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS.
See Note 4.
ITEM 5 - OTHER INFORMATION.
The Company amended its Bylaws as of September 22, 1997. The amendments,
which are procedural in nature, provide, among other things, that (1) a special
meeting of shareholders may be called by the holders of three-quarters of the
Company's outstanding common shares, (2) certain procedures must be followed in
order to bring certain matters before a meeting of shareholders, and (3)
certain procedures must be followed with respect to nominations of directors.
On September 23, 1997, the Company's Amended and Restated Articles of
Incorporation were amended to establish the Series A Junior Participating
Preferred Stock, which would be issuable upon the occurrence of certain events
contemplated by the Rights Agreement discussed in Note 5 herein. Neither the
Company nor Detroit Edison are aware of any present circumstances that would
result in the issuance of the Series A Preferred Stock.
The Company entered into a Change-In-Control Severance Agreement, dated as
of October 1, 1997, with certain of its senior executives and key employees.
The agreement provides that such executives and key employees will be entitled
to severance pay in the event of termination of employment related to a
change-in-control of the Company.
24
25
QUARTERLY REPORT ON FORM 10-Q FOR
THE DETROIT EDISON COMPANY
PART I - FINANCIAL INFORMATION
ITEM 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED).
See pages 10 through 16.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION.
See the Company's and Detroit Edison's "Item 2 - Management's Discussion
and Analysis of Financial Condition and Results of Operations," which is
incorporated herein by this reference.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS.
See Note 4.
ITEM 5 - OTHER INFORMATION.
The Nuclear Regulatory Commission fined Detroit Edison $50,000 on
September 24, 1997 for violations related to untimely corrective action. The
violations resulted from preventive maintenance issues. While the condition
was initially identified in 1993, it was not completely resolved until 1997.
Actions have been taken to correct the violations.
See the Company's and Detroit Edison's "Item 2 - Environmental Matters"
for further discussion of new EPA air quality standards.
Detroit Edison amended its Bylaws as of September 22, 1997. The
amendments, which are procedural in nature, provide, among other things, that
(1) a special meeting of shareholders may be called by the holders of
three-quarters of Detroit Edison's outstanding common shares, (2) certain
procedures must be followed in order to bring certain matters before a meeting
of shareholders, and (3) certain procedures must be followed with respect to
nominations of directors.
25
26
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.
Exhibit
Number
3-5 - Amended and Restated Articles of Incorporation of DTE
Energy Company, dated December 13, 1995.
3-6 - Certificate of Designation of Series A Junior
Participating Preferred Stock of DTE Energy Company.
3-7 - Bylaws of DTE Energy Company, as amended through
September 22, 1997.
3-8 - Bylaws of The Detroit Edison Company, as amended
through September 22, 1997.
10-8* - Certain arrangements pertaining to the employment of
Michael C. Porter.
10-9* - Form of Change-in-Control Severance Agreement, dated
as of October 1, 1997, between DTE Energy Company and Gerard M.
Anderson, Susan M. Beale, Robert J. Buckler, Michael C.
Champley, Haven C. Cockerham, Anthony F. Earley, Jr., Larry G.
Garberding, Douglas R. Gipson, John E. Lobbia, Leslie L.
Loomans, David E. Meador, Christopher C. Nern, Michael C.
Porter and S. Martin Taylor.
11-9 - DTE Energy Company and Subsidiary Companies Primary
and Fully Diluted Earnings Per Share of Common Stock.
15-6 - Awareness Letter of Deloitte & Touche LLP regarding
their report dated October 27, 1997.
27-15 - Financial Data Schedule for the period ended
September 30, 1997 for DTE Energy Company and Subsidiary
Companies.
27-16 - Financial Data Schedule for the period ended
September 30, 1997 for The Detroit Edison Company and
Subsidiary Companies.
26
27
Exhibit
Number
-------
99-22 - Third Amendment, dated as of August 28, 1997, to 1988 Amended
and Restated Loan Agreement between Detroit Edison and
Renaissance.
99-23 - Sixth Amendment, dated as of August 28, 1997, to 1988 Amended
and Restated Nuclear Fuel Heat Purchase Contract between
Detroit Edison and Renaissance.
99-24 - 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 the Barclays Bank
PLC, New York branch, as Agent.
99-25 - 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 the Barclays Bank PLC, New York branch, as
Agent.
99-26 - Standby Note Purchase Credit Facility, dated as of
September 12, 1997, among The Detroit Edison Company and the
Bank's Signatory thereto and The Chase Manhattan Bank, as
Administrative Agent, and Citicorp Securities, Inc., Lehman
Brokers, Inc., as Remarketing Agents and Chase Securities, Inc.
as Arranger.
(ii) Exhibits incorporated herein by reference.
3(a) - 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 4-117 to
Form 10-Q for quarter ended March 31, 1993).
3(b) - Certificate containing resolution of the Detroit Edison Board of
Directors establishing the Cumulative Preferred Stock, 7.75%
Series as filed February 22, 1993 with the State of Michigan,
Department of Commerce - Corporation and Securities Bureau
(Exhibit 4-134 to Form 10-Q for quarter ended March 31, 1993).
3(c) - Certificate containing resolution of the Detroit Edison Board of
Directors establishing the Cumulative Preferred Stock, 7.74%
Series, as filed April 21, 1993 with the State of Michigan,
Department of Commerce - Corporation and Securities Bureau
(Exhibit 4-140 to Form 10-Q for quarter ended March 31, 1993).
3(d) - Rights Agreement, dated as of September 23, 1997, by and between
DTE Energy Company and The Detroit Edison Company, as Rights
27
28
Exhibit
Number
-------
Agent (Exhibit 4-1 to DTE Energy Company Current Report on Form
8-K, dated September 23, 1997).
3(e) - Agreement and Plan of Exchange (Exhibit 1(2) to DTE
Energy Form 8-B filed January 2, 1996, File No. 1-11607).
4(a) - Mortgage and Deed of Trust, dated as of October 1,
1924, between Detroit Edison (File No. 1-2198) and Bankers Trust
Company as Trustee (Exhibit B-1 to Registration No. 2-1630) and
indentures supplemental thereto, dated as of dates indicated
below, and filed as exhibits to the filings as set forth below:
September 1, 1947 Exhibit B-20 to Registration No. 2-7136
October 1, 1968 Exhibit 2-B-33 to Registration No. 2-30096
November 15, 1971 Exhibit 2-B-38 to Registration No. 2-42160
January 15, 1973 Exhibit 2-B-39 to Registration No. 2-46595
June 1, 1978 Exhibit 2-B-51 to Registration No. 2-61643
June 30, 1982 Exhibit 4-30 to Registration No. 2-78941
August 15, 1982 Exhibit 4-32 to Registration No. 2-79674
October 15, 1985 Exhibit 4-170 to Form 10-K for year ended
December 31, 1994
November 30, 1987 Exhibit 4-139 to Form 10-K for year ended
December 31, 1992
July 15, 1989 Exhibit 4-171 to Form 10-K for year ended
December 31, 1994
December 1, 1989 Exhibit 4-172 to Form 10-K for year ended
December 31, 1994
February 15, 1990 Exhibit 4-173 to Form 10-K for year ended
December 31, 1994
April 1, 1991 Exhibit 4-15 to Form 10-K for year ended
December 31, 1996
May 1, 1991 Exhibit 4-178 to Form 10-K for year ended
December 31, 1996
May 15, 1991 Exhibit 4-179 to Form 10-K for year ended
December 31, 1996
September 1, 1991 Exhibit 4-180 to Form 10-K for year ended
December 31, 1996
November 1, 1991 Exhibit 4-181 to Form 10-K for year ended
December 31, 1996
January 15, 1992 Exhibit 4-182 to Form 10-K for year ended
December 31, 1996
February 29, 1992 Exhibit 4-121 to Form 10-Q for quarter ended
March 31, 1992
April 15, 1992 Exhibit 4-122 to Form 10-Q for quarter
ended June 30, 1992
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29
Exhibit
Number
-------
July 15, 1992 Exhibit 4-123 to Form 10-Q for quarter
ended September 30, 1992
July 31, 1992 Exhibit 4-124 to Form 10-Q for quarter
ended September 30, 1992
November 30, 1992 Exhibit 4-130 to Registration No. 33-56496
January 1, 1993 Exhibit 4-131 to Registration No. 33-56496
March 1, 1993 Exhibit 4-141 to Form 10-Q for quarter
ended March 31, 1993
March 15, 1993 Exhibit 4-142 to Form 10-Q for quarter
ended March 31, 1993
April 1, 1993 Exhibit 4-143 to Form 10-Q for quarter
ended March 31, 1993
April 26, 1993 Exhibit 4-144 to Form 10-Q for quarter
ended March 31, 1993
May 31, 1993 Exhibit 4-148 to Registration No. 33-64296
June 30, 1993 Exhibit 4-149 to Form 10-Q for quarter
ended June 30, 1993 (1993 Series AP)
June 30, 1993 Exhibit 4-150 to Form 10-Q for quarter
ended June 30, 1993 (1993 Series H)
September 15, 1993 Exhibit 4-158 to Form 10-Q for quarter
ended September 30, 1993
March 1, 1994 Exhibit 4-163 to Registration No. 33-53207
June 15, 1994 Exhibit 4-166 to Form 10-Q for quarter
ended June 30, 1994
August 15, 1994 Exhibit 4-168 to Form 10-Q for quarter
ended September 30, 1994
December 1, 1994 Exhibit 4-169 to Form 10-K for year ended
December 31, 1994
August 1, 1995 Exhibit 4-174 to Form 10-Q for quarter
ended September 30, 1995
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).
29
30
Exhibit
Number
-------
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) - Fourth Supplemental Note Indenture, dated as of August 15, 1995
(Exhibit 4-175 to Detroit Edison Form 10-Q for quarter ended
September 30, 1995).
4(i) - Fifth Supplemental Note Indenture, dated as of February 1, 1996
(Exhibit 4-14 to Form 10-K for year ended December 31, 1996).
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) - Support Agreement, dated as of March 8, 1996, between the
Company and Detroit Edison (Exhibit 4-176 to Form 10-Q for quarter
ended March 31, 1996).
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).
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).
30
31
Exhibit
Number
-------
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) - $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(g) - 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(h) - 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(i) - 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(j) - $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(k) - 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(l) - 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).
31
32
Exhibit
Number
-------
99(m)- 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(n) - 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(o) - 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(p) - Second Amendment, dated as of September 1, 1993, to 1988 Amended
and Restated Nuclear Fuel Heat Purchase Contract between Detroit
Edison and Renaissance (Exhibit 99-11 to Registration
No. 33-50325).
99(q) - Third Amendment, dated as of August 31, 1994, to 1988 Amended
and Restated Nuclear Fuel Heat Purchase Contract, dated
October 4, 1988, between The Detroit Edison Company and
Renaissance Energy Company (Exhibit 99-21 to Form 10-Q for
quarter ended September 30, 1994).
99(r) - Fourth Amendment, dated as of March 8, 1996, to 1988
Amended and Restated Nuclear Fuel Heat Purchase Contract
Agreement, dated as of October 4, 1988, between Detroit Edison
and Renaissance (Exhibit 99-10 to Form 10-Q for quarter ended
March 31, 1996).
99(s) - Credit Agreement, dated as of March 1, 1996 among DTE Capital
Corporation, the Initial Lenders named therein, and
Citibank, N.A., as Agent (Exhibit 99-9 to Form 10-Q for quarter
ended March 31, 1996).
(b) DTE Energy Company filed a report on Form 8-K, dated September 23, 1997,
discussing a Rights Agreement, dated September 23, 1997.
(c) *Denotes management contract or compensatory plan or arrangement
required to be entered as an exhibit to this report.
32
33
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 October 27, 1997 /s/ SUSAN M. BEALE
------------------
Susan M. Beale
Vice President and Corporate Secretary
Date October 27, 1997 /s/ DAVID E. MEADOR
-------------------
David E. Meador
Vice President and Controller
33
34
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 October 27, 1997 /s/ SUSAN M. BEALE
------------------
Susan M. Beale
Vice President and Corporate Secretary
Date October 27, 1997 /s/ DAVID E. MEADOR
-------------------
David E. Meador
Vice President and Controller
34
35
QUARTERLY REPORTS ON FORM
10-Q FOR THE QUARTER
ENDED SEPTEMBER 30, 1997
DTE ENERGY COMPANY FILE NO. 1-11607
DETROIT EDISON COMPANY FILE NO. 1-2198
EXHIBIT INDEX
Exhibits filed herewith.
Exhibit
Number
-------
3-5 - Amended and Restated Articles of Incorporation of DTE
Energy Company, dated December 13, 1995.
3-6 - Certificate of Designation of Series A Junior
Participating Preferred Stock of DTE Energy Company.
3-7 - Bylaws of DTE Energy Company, as amended through
September 22, 1997.
3-8 - Bylaws of The Detroit Edison Company, as amended
through September 22, 1997.
10-8* - Certain arrangements pertaining to the employment of
Michael C. Porter.
10-9* - Form of Change-in-Control Severance Agreement, dated
as of October 1, 1997, between DTE Energy Company and Gerard M.
Anderson, Susan M. Beale, Robert J. Buckler, Michael C.
Champley, Haven C. Cockerham, Anthony F. Earley, Jr., Larry G.
Garberding, Douglas R. Gipson, John E. Lobbia, Leslie L.
Loomans, David E. Meador, Christopher C. Nern, Michael C.
Porter and S. Martin Taylor.
11-9 - DTE Energy Company and Subsidiary Companies Primary
and Fully Diluted Earnings Per Share of Common Stock.
15-6 - Awareness Letter of Deloitte & Touche LLP regarding
their report dated October 27, 1997.
2
36
Exhibit
Number
-------
27-15 - Financial Data Schedule for the period ended
September 30, 1997 for DTE Energy Company and Subsidiary
Companies.
27-16 - Financial Data Schedule for the period ended
September 30, 1997 for The Detroit Edison Company and
Subsidiary Companies.
99-22 - Third Amendment, dated as of August 28, 1997, to
1988 Amended and Restated Loan Agreement between Detroit Edison
and Renaissance.
99-23 - Sixth Amendment, dated as of August 28, 1997, to
1988 Amended and Restated Nuclear Fuel Heat Purchase Contract
between Detroit Edison and Renaissance.
99-24 - 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 the Barclays Bank PLC, New York
branch, as Agent.
99-25 - 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 the Barclays Bank PLC, New York branch, as
Agent.
99-26 - Standby Note Purchase Credit Facility, dated as of
September 12, 1997, among The Detroit Edison Company and the
Bank's Signatory thereto and The Chase Manhattan Bank, as
Administrative Agent, and Citicorp Securities, Inc., Lehman
Brokers, Inc., as Remarketing Agents and Chase Securities, Inc.
as Arranger.
Exhibits incorporated herein by reference. See Page Nos.____
through ___ for
location of exhibits
incorporated by
reference
3(a) - Restated Articles of Incorporation of Detroit Edison,
as filed December 10, 1991 with the State of Michigan,
Department of Commerce - Corporation and Securities Bureau.
3(b) - Certificate containing resolution of the Detroit
Edison Board of Directors establishing the Cumulative Preferred
Stock, 7.75% Series as filed February 22, 1993 with the State of
Michigan, Department of Commerce - Corporation and Securities
Bureau.
3
37
Exhibit
Number
-------
3(c) - Certificate containing resolution of the Detroit
Edison Board of Directors establishing the Cumulative Preferred
Stock, 7.74% Series, as filed April 21, 1993 with the State of
Michigan, Department of Commerce - Corporation and Securities
Bureau.
3(d) - Rights Agreement, dated as of September 23, 1997, by
and between DTE Energy Company and The Detroit Edison Company,
as Rights Agent.
3(e) - Agreement and Plan of Exchange.
4(a) - Mortgage and Deed of Trust, dated as of October 1,
1924, between Detroit Edison and Bankers Trust Company as
Trustee and indentures supplemental thereto, dated as of dates
indicated below:
September 1, 1947
October 1, 1968
November 15, 1971
January 15, 1973
June 1, 1978
June 30, 1982
August 15, 1982
October 15, 1985
November 30, 1987
July 15, 1989
December 1, 1989
February 15, 1990
April 1, 1991
May 1, 1991
May 15, 1991
September 1, 1991
November 1, 1991
January 15, 1992
February 29, 1992
April 15, 1992
July 15, 1992
July 31, 1992
November 30, 1992
January 1, 1993
March 1, 1993
March 15, 1993
April 1, 1993
April 26, 1993
May 31, 1993
4
38
Exhibit
Number
-------
June 30, 1993
June 30, 1993
September 15, 1993
March 1, 1994
June 15, 1994
August 15, 1994
December 1, 1994
August 1, 1995
4(b) - Collateral Trust Indenture (notes), dated as of June 30, 1993.
4(c) - First Supplemental Note Indenture, dated as of June 30, 1993.
4(d) - Second Supplemental Note Indenture, dated as of September 15, 1993.
4(e) - First Amendment, dated as of August 15, 1996, to Second
Supplemental Note Indenture.
4(f) - Third Supplemental Note Indenture, dated as of August 15, 1994.
4(g) - First Amendment, dated as of December 12, 1995, to Third
Supplemental Note Indenture, dated as of August 15, 1994.
4(h) - Fourth Supplemental Note Indenture, dated as of August 15, 1995.
4(i) - Fifth Supplemental Note Indenture, dated as of February 1, 1996.
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.
4(k) - Support Agreement, dated as of March 8, 1996, between the Company
and Detroit Edison.
99(a) - Belle River Participation Agreement between Detroit Edison and
Michigan Public Power Agency, dated as of December 1, 1982.
99(b) - Belle River Transmission Ownership and Operating
Agreement between Detroit Edison and Michigan Public Power
Agency, dated as of December 1, 1982.
5
39
Exhibit
Number
-------
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.
99(d) - First Amendment to 1988 Amended and Restated Loan Agreement, dated
as of February 1, 1990, between Detroit Edison and Renaissance.
99(e) - Second Amendment to 1988 Amended and Restated Loan
Agreement, dated as of September 1, 1993, between Detroit Edison
and Renaissance.
99(f) - $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.
99(g) - 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.
99(h) - 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.
99(i) - 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.
99(j) - $200,000,000 Three-Year Credit Agreement, dated
September 1, 1993, among Detroit Edison, Renaissance and Barclays
Bank PLC, New York Branch, as Agent.
99(k) - 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.
99(l) - 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.
6
40
Exhibit
Number
-------
99(m)- 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.
99(n) - 1988 Amended and Restated Nuclear Fuel Heat Purchase
Contract, dated October 4, 1988, between Detroit Edison and
Renaissance.
99(o) - First Amendment to 1988 Amended and Restated Nuclear
Fuel Heat Purchase Contract, dated as of February 1, 1990,
between Detroit Edison and Renaissance.
99(p) - Second Amendment, dated as of September 1, 1993, to
1988 Amended and Restated Nuclear Fuel Heat Purchase Contract
between Detroit Edison and Renaissance.
99(q) - Third Amendment, dated as of August 31, 1994, to
1988 Amended and Restated Nuclear Fuel Heat Purchase Contract,
dated October 4, 1988, between The Detroit Edison Company and
Renaissance Energy Company.
99(r) - Fourth Amendment, dated as of March 8, 1996, to 1988
Amended and Restated Nuclear Fuel Heat Purchase Contract
Agreement, dated as of October 4, 1988, between Detroit Edison
and Renaissance.
99(s) - Credit Agreement, dated as of March 1, 1996 among
DTE Capital Corporation, the Initial Lenders named therein, and
Citibank, N.A., as Agent.
*Denotes management contract or compensatory plan or arrangement required
to be entered as an exhibit to this report.
7