SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
For the Quarter Ended March 31, 2000
Registrants; State of | ||||
Commission | Incorporation; Address; and | I.R.S. Employer | ||
File Number | Telephone Number | Identification No. | ||
1-11607 |
DTE Energy Company (a Michigan corporation) 2000 2nd Avenue Detroit, Michigan 48226-1279 313-235-4000 |
38-3217752 | ||
1-2198 |
The Detroit Edison Company (a Michigan corporation) 2000 2nd Avenue Detroit, Michigan 48226-1279 313-235-8000 |
38-0478650 |
Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.
At April 30, 2000, 142,660,170 shares of DTE Energys Common Stock, substantially all held by non-affiliates, were outstanding.
DTE ENERGY COMPANY
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
Page | ||||||
Definitions | 3 | |||||
Quarterly Report on Form 10-Q for DTE Energy Company: | ||||||
Part I Financial Information | 4 | |||||
Item 1 Financial Statements | 4 | |||||
Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations | 19 | |||||
Item 3 Quantitative and Qualitative Disclosures About Market Risk | 21 | |||||
Part II Other Information | 23 | |||||
Item 5 Other Information | 23 | |||||
Quarterly Report on Form 10-Q for The Detroit Edison Company: | ||||||
Part I Financial Information | 24 | |||||
Item 1 Financial Statements | 24 | |||||
Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations | 24 | |||||
Part II Other Information | 24 | |||||
Item 1 Legal Proceedings | 24 | |||||
Item 5 Other Information | 24 | |||||
Quarterly Reports on Form 10-Q for DTE Energy Company and The Detroit Edison Company: | ||||||
Item 6 Exhibits and Reports on Form 8-K | 26 | |||||
Signature Page to DTE Energy Company Quarterly Report on Form 10-Q | 31 | |||||
Signature Page to The Detroit Edison Company Quarterly Report on Form 10-Q | 32 |
Annual Report | 1999 Annual Report to the Securities and Exchange Commission on Form 10-K for DTE Energy Company or The Detroit Edison Company, as the case may be | |
Annual Report Notes | Notes to Consolidated Financial Statements appearing on pages 43 through 70 and 74 through 77 of the 1999 Annual Report to the Securities and Exchange Commission on Form 10-K for DTE Energy Company and The Detroit Edison Company, as the case may be | |
ABATE | Association of Businesses Advocating Tariff Equity | |
Company | DTE Energy Company and Subsidiary Companies | |
Detroit Edison | The Detroit Edison Company (a wholly owned subsidiary of DTE Energy Company) and Subsidiary Companies | |
DTE Capital | DTE Capital Corporation (a wholly owned subsidiary of DTE Energy Company) | |
Electric Choice | Gives all retail customers equal opportunity to utilize the transmission system which results in access to competitive generation resources | |
EPA | United States Environmental Protection Agency | |
ERISA | Employee Retirement Income Security Act | |
FERC | Federal Energy Regulatory Commission | |
kWh | Kilowatthour | |
MCN | MCN Energy Group Inc. | |
MPSC | Michigan Public Service Commission | |
MW | Megawatt | |
MWh | Megawatthour | |
Note(s) | Note(s) to Condensed Consolidated Financial Statements (Unaudited) appearing herein | |
PSCR | Power Supply Cost Recovery | |
Registrant | Company or Detroit Edison, as the case may be |
3
The following condensed consolidated financial statements (unaudited) are included herein.
Page | |||||
DTE Energy Company: | |||||
Condensed Consolidated Statement of Income | 5 | ||||
Condensed Consolidated Balance Sheet | 6 | ||||
Condensed Consolidated Statement of Cash Flows | 8 | ||||
Condensed Consolidated Statement of Changes in Shareholders Equity | 9 | ||||
The Detroit Edison Company: | |||||
Condensed Consolidated Statement of Income | 11 | ||||
Condensed Consolidated Balance Sheet | 12 | ||||
Condensed Consolidated Statement of Cash Flows | 14 | ||||
Condensed Consolidated Statement of Changes in Shareholders Equity | 15 | ||||
Notes to Condensed Consolidated Financial Statements (Unaudited) | 16 | ||||
Independent Accountants Report | 18 |
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
Three Months | ||||||||||
Ended | ||||||||||
March 31 | ||||||||||
2000 | 1999 | |||||||||
Operating Revenues | $ | 1,182 | $ | 1,024 | ||||||
Operating Expenses | ||||||||||
Fuel and purchased power | 344 | 231 | ||||||||
Operation and maintenance | 355 | 325 | ||||||||
Depreciation and amortization | 192 | 182 | ||||||||
Taxes other than income | 76 | 71 | ||||||||
Total Operating Expenses | 967 | 809 | ||||||||
Operating Income | 215 | 215 | ||||||||
Interest Expense and Other | ||||||||||
Interest expense | 83 | 83 | ||||||||
Other net | 2 | 3 | ||||||||
Total Interest Expense and Other | 85 | 86 | ||||||||
Income Before Income Taxes | 130 | 129 | ||||||||
Income Taxes | 13 | 14 | ||||||||
Net Income | $ | 117 | $ | 115 | ||||||
Average Common Shares Outstanding | 145 | 145 | ||||||||
Earnings per Common Share Basic and Diluted | $ | 0.81 | $ | 0.79 | ||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
5
DTE Energy Company
March 31 | December 31 | ||||||||||
2000 | 1999 | ||||||||||
ASSETS | |||||||||||
Current Assets | |||||||||||
Cash and cash equivalents | $ | 25 | $ | 33 | |||||||
Restricted cash | 133 | 131 | |||||||||
Accounts receivable | |||||||||||
Customer (less allowance for doubtful accounts of $22 and $21, respectively) |
342 | 388 | |||||||||
Accrued unbilled revenues | 169 | 166 | |||||||||
Other | 143 | 144 | |||||||||
Inventories (at average cost) | |||||||||||
Fuel | 168 | 175 | |||||||||
Materials and supplies | 157 | 168 | |||||||||
Asset from risk management activities | 109 | 67 | |||||||||
Other | 114 | 38 | |||||||||
1,360 | 1,310 | ||||||||||
Investments | |||||||||||
Nuclear decommissioning trust funds | 387 | 361 | |||||||||
Other | 269 | 274 | |||||||||
656 | 635 | ||||||||||
Property | |||||||||||
Property, plant and equipment | 11,817 | 11,755 | |||||||||
Property under capital leases | 221 | 222 | |||||||||
Nuclear fuel under capital lease | 702 | 663 | |||||||||
Construction work in progress | 152 | 106 | |||||||||
12,892 | 12,746 | ||||||||||
Less accumulated depreciation and amortization | 5,671 | 5,598 | |||||||||
7,221 | 7,148 | ||||||||||
Regulatory Assets | 2,839 | 2,935 | |||||||||
Other Assets | 293 | 288 | |||||||||
Total Assets | $ | 12,369 | $ | 12,316 | |||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
6
March 31 | December 31 | |||||||||
2000 | 1999 | |||||||||
LIABILITIES AND SHAREHOLDERS EQUITY | ||||||||||
Current Liabilities | ||||||||||
Accounts payable | $ | 243 | $ | 273 | ||||||
Accrued interest | 49 | 57 | ||||||||
Dividends payable | 75 | 75 | ||||||||
Accrued payroll | 80 | 97 | ||||||||
Short-term borrowings | 501 | 387 | ||||||||
Income taxes | 101 | 61 | ||||||||
Current portion long-term debt | 95 | 270 | ||||||||
Current portion capital leases | 104 | 75 | ||||||||
Liability from risk management activities | 87 | 52 | ||||||||
Other | 195 | 257 | ||||||||
1,530 | 1,604 | |||||||||
Other Liabilities | ||||||||||
Deferred income taxes | 1,886 | 1,925 | ||||||||
Capital leases | 111 | 114 | ||||||||
Regulatory liabilities | 260 | 262 | ||||||||
Other | 581 | 564 | ||||||||
2,838 | 2,865 | |||||||||
Long-Term Debt | 4,120 | 3,938 | ||||||||
Shareholders Equity | ||||||||||
Common stock, without par value, 400,000,000 shares authorized, 142,660,170 and 145,041,324 issued and outstanding, respectively | 1,918 | 1,950 | ||||||||
Retained earnings | 1,963 | 1,959 | ||||||||
3,881 | 3,909 | |||||||||
Contingencies (Note 6) | ||||||||||
Total Liabilities and Shareholders Equity | $ | 12,369 | $ | 12,316 | ||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
7
DTE Energy Company
Three Months | |||||||||||
Ended | |||||||||||
March 31 | |||||||||||
2000 | 1999 | ||||||||||
Operating Activities | |||||||||||
Net Income | $ | 117 | $ | 115 | |||||||
Adjustments to reconcile net income to net cash from operating activities: | |||||||||||
Depreciation and amortization | 192 | 182 | |||||||||
Other | 22 | 30 | |||||||||
Changes in current assets and liabilities: | |||||||||||
Restricted cash | 2 | (11 | ) | ||||||||
Accounts receivable | 44 | 22 | |||||||||
Inventories | 18 | 25 | |||||||||
Payables | (63 | ) | (50 | ) | |||||||
Other | (148 | ) | (175 | ) | |||||||
Net cash from operating activities | 184 | 138 | |||||||||
Investing Activities | |||||||||||
Plant and equipment expenditures | (176 | ) | (164 | ) | |||||||
Net cash used for investing activities | (176 | ) | (164 | ) | |||||||
Financing Activities | |||||||||||
Issuance of long-term debt | 219 | | |||||||||
Increase in short-term borrowings | 114 | 49 | |||||||||
Redemption of long-term debt | (212 | ) | (37 | ) | |||||||
Repurchase of common stock | (62 | ) | | ||||||||
Dividends on common stock | (75 | ) | (75 | ) | |||||||
Net cash used for financing activities | (16 | ) | (63 | ) | |||||||
Net Decrease in Cash and Cash Equivalents | (8 | ) | (89 | ) | |||||||
Cash and Cash Equivalents at Beginning of the Period | 33 | 130 | |||||||||
Cash and Cash Equivalents at End of the Period | $ | 25 | $ | 41 | |||||||
Supplementary Cash Flow Information | |||||||||||
Interest paid (excluding interest capitalized) | $ | 91 | $ | 84 | |||||||
Income taxes paid | 14 | 29 | |||||||||
New capital lease obligations | 40 | 9 |
See Notes to Condensed Consolidated Financial Statements (Unaudited).
8
DTE Energy Company
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
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10
The Detroit Edison Company
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
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
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
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
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
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
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
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
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
See pages 11 through 15.
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.
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.
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
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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
(a) Exhibits
(i) Exhibits filed herewith.
Exhibit | ||||||
Number | ||||||
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.) |
26
3 | (g) | | Bylaws of DTE Energy Company, as amended through September 22, 1999. (Exhibit 3-3 to Registration No. 333-89175.) | |||
3 | (h) | | Bylaws of The Detroit Edison Company, as amended through September 22, 1999. (Exhibit 3-14 to Form 10-Q for quarter ended September 30, 1999.) | |||
3 | (i) | | Bylaws of DTE Enterprises, Inc. (Exhibit 3.6 to Registration No. 333-89175.) | |||
4 | (a) | | Mortgage and Deed of Trust, dated as of October 1, 1924, between Detroit Edison (File No. 1-2198) and Bankers Trust Company as Trustee (Exhibit B-1 to Registration No. 2-1630) and indentures supplemental thereto, dated as of dates indicated below, and filed as exhibits to the filings as set forth below: |
September 1, 1947 | Exhibit B-20 to Registration No. 2-7136 | |||||||
November 15, 1971 | Exhibit 2-B-38 to Registration No. 2-42160 | |||||||
January 15, 1973 | Exhibit 2-B-39 to Registration No. 2-46595 | |||||||
June 1, 1978 | Exhibit 2-B-51 to Registration No. 2-61643 | |||||||
June 30, 1982 | Exhibit 4-30 to Registration No. 2-78941 | |||||||
August 15, 1982 | Exhibit 4-32 to Registration No. 2-79674 | |||||||
October 15, 1985 | Exhibit 4-170 to Form 10-K for year ended December 31, 1994 | |||||||
November 30, 1987 | Exhibit 4-139 to Form 10-K for year ended December 31, 1992 | |||||||
July 15, 1989 | Exhibit 4-171 to Form 10-K for year ended December 31, 1994 | |||||||
December 1, 1989 | Exhibit 4-172 to Form 10-K for year ended December 31, 1994 | |||||||
February 15, 1990 | Exhibit 4-173 to Form 10-K for year ended December 31, 1994 | |||||||
April 1, 1991 | Exhibit 4-15 to Form 10-K for year ended December 31, 1996 | |||||||
November 1, 1991 | Exhibit 4-181 to Form 10-K for year ended December 31, 1996 | |||||||
January 15, 1992 | Exhibit 4-182 to Form 10-K for year ended December 31, 1996 | |||||||
February 29, 1992 | Exhibit 4-187 to Form 10-Q for quarter ended March 31, 1998 | |||||||
April 15, 1992 | Exhibit 4-188 to Form 10-Q for quarter ended March 31, 1998 | |||||||
July 15, 1992 | Exhibit 4-189 to Form 10-Q for quarter ended March 31, 1998 | |||||||
July 31, 1992 | Exhibit 4-190 to Form 10-Q for quarter ended September 30, 1992 | |||||||
January 1, 1993 | Exhibit 4-131 to Registration No. 33-56496 | |||||||
March 1, 1993 | Exhibit 4-191 to Form 10-Q for quarter ended March 31, 1998 | |||||||
March 15, 1993 | Exhibit 4-192 to Form 10-Q for quarter ended March 31, 1998 | |||||||
April 1, 1993 | Exhibit 4-143 to Form 10-Q for quarter ended March 31, 1993 | |||||||
April 26, 1993 | Exhibit 4-144 to Form 10-Q for quarter ended March 31, 1993 | |||||||
May 31, 1993 | Exhibit 4-148 to Registration No. 33-64296 | |||||||
June 30, 1993 | Exhibit 4-149 to Form 10-Q for quarter ended June 30, 1993 (1993 Series AP) | |||||||
June 30, 1993 | Exhibit 4-150 to Form 10-Q for quarter ended June 30, 1993 (1993 Series H) | |||||||
September 15, 1993 | Exhibit 4-158 to Form 10-Q for quarter ended September 30, 1993 | |||||||
March 1, 1994 | Exhibit 4-163 to Registration No. 33-53207 | |||||||
June 15, 1994 | Exhibit 4-166 to Form 10-Q for quarter ended June 30, 1994 | |||||||
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. |
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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) |
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Date | May 12, 2000 |
/s/ SUSAN M. BEALE Susan M. Beale Vice President and Corporate Secretary |
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Date | May 12, 2000 |
/s/ LARRY G. GARBERDING Larry G. Garberding Executive Vice President and Chief Financial Officer |
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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) |
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Date | May 12, 2000 |
/s/ SUSAN M. BEALE Susan M. Beale Vice President and Corporate Secretary |
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Date | May 12, 2000 |
/s/ DANIEL G. BRUDZYNSKI Daniel G. Brudzynski Controller |
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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.) |
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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: |
September 1, 1947 | Exhibit B-20 to Registration No. 2-7136 | |||||||
November 15, 1971 | Exhibit 2-B-38 to Registration No. 2-42160 | |||||||
January 15, 1973 | Exhibit 2-B-39 to Registration No. 2-46595 | |||||||
June 1, 1978 | Exhibit 2-B-51 to Registration No. 2-61643 | |||||||
June 30, 1982 | Exhibit 4-30 to Registration No. 2-78941 | |||||||
August 15, 1982 | Exhibit 4-32 to Registration No. 2-79674 | |||||||
October 15, 1985 | Exhibit 4-170 to Form 10-K for year ended December 31, 1994 | |||||||
November 30, 1987 | Exhibit 4-139 to Form 10-K for year ended December 31, 1992 | |||||||
July 15, 1989 | Exhibit 4-171 to Form 10-K for year ended December 31, 1994 | |||||||
December 1, 1989 | Exhibit 4-172 to Form 10-K for year ended December 31, 1994 | |||||||
February 15, 1990 | Exhibit 4-173 to Form 10-K for year ended December 31, 1994 | |||||||
April 1, 1991 | Exhibit 4-15 to Form 10-K for year ended December 31, 1996 | |||||||
November 1, 1991 | Exhibit 4-181 to Form 10-K for year ended December 31, 1996 | |||||||
January 15, 1992 | Exhibit 4-182 to Form 10-K for year ended December 31, 1996 | |||||||
February 29, 1992 | Exhibit 4-187 to Form 10-Q for quarter ended March 31, 1998 | |||||||
April 15, 1992 | Exhibit 4-188 to Form 10-Q for quarter ended March 31, 1998 | |||||||
July 15, 1992 | Exhibit 4-189 to Form 10-Q for quarter ended March 31, 1998 | |||||||
July 31, 1992 | Exhibit 4-190 to Form 10-Q for quarter ended September 30, 1992 | |||||||
January 1, 1993 | Exhibit 4-131 to Registration No. 33-56496 | |||||||
March 1, 1993 | Exhibit 4-191 to Form 10-Q for quarter ended March 31, 1998 | |||||||
March 15, 1993 | Exhibit 4-192 to Form 10-Q for quarter ended March 31, 1998 | |||||||
April 1, 1993 | Exhibit 4-143 to Form 10-Q for quarter ended March 31, 1993 | |||||||
April 26, 1993 | Exhibit 4-144 to Form 10-Q for quarter ended March 31, 1993 | |||||||
May 31, 1993 | Exhibit 4-148 to Registration No. 33-64296 | |||||||
June 30, 1993 | Exhibit 4-149 to Form 10-Q for quarter ended June 30, 1993 (1993 Series AP) | |||||||
June 30, 1993 | Exhibit 4-150 to Form 10-Q for quarter ended June 30, 1993 (1993 Series H) | |||||||
September 15, 1993 | Exhibit 4-158 to Form 10-Q for quarter ended September 30, 1993 | |||||||
March 1, 1994 | Exhibit 4-163 to Registration No. 33-53207 | |||||||
June 15, 1994 | Exhibit 4-166 to Form 10-Q for quarter ended June 30, 1994 | |||||||
August 15, 1994 | Exhibit 4-168 to Form 10-Q for quarter ended September 30, 1994 | |||||||
December 1, 1994 | Exhibit 4-169 to Form 10-K for year ended December 31, 1994 | |||||||
August 1, 1995 | Exhibit 4-174 to Form 10-Q for quarter ended September 30, 1995 | |||||||
August 1, 1999 | Exhibit 4-204 to Form 10-Q for quarter ended September 30, 1999 | |||||||
August 15, 1999 | Exhibit 4-205 to Form 10-Q for quarter ended September 30, 1999 | |||||||
January 1, 2000 | Exhibit 4-205 to Form 10-K for year ended December 31, 1999 |
4 | (b) | | Collateral Trust Indenture (notes), dated as of June 30, 1993 (Exhibit 4-152 to Registration No. 33-50325). | |||
4 | (c) | | First Supplemental Note Indenture, dated as of June 30, 1993 (Exhibit 4-153 to Registration No. 33-50325). | |||
4 | (d) | | Second Supplemental Note Indenture, dated as of September 15, 1993 (Exhibit 4-159 to Form 10-Q for quarter ended September 30, 1993). |
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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). |
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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.) |
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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