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 <TABLE> Page ---- <S> <C> 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 </TABLE> 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) <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30 September 30 ----------------------------------------------------- 1997 1996 1997 1996 ----------------------------------------------------- <S> <C> <C> <C> <C> 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 </TABLE> 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) <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30 September 30 ------------------------------------------------ 1997 1996 1997 1996 ------------------------------------------------ <S> <C> <C> <C> <C> 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 ============================================================================================================ </TABLE> 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) <TABLE> <CAPTION> September 30 December 31 1997 1996 ------------ ----------- <S> <C> <C> <C> 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 ================================================================================================= </TABLE> 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) <TABLE> <CAPTION> September 30 December 31 1997 1996 ------------ ----------- <S> <C> <C> 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 ==================================================================================== </TABLE> 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) <TABLE> <CAPTION> Retained Total Common Stock Earnings Common ------------ Used in the Shareholders' Shares Amount Business Equity <S> <C> <C> <C> <C> - -------------------------------------------------------------------------------------------- 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 ============================================================================================ </TABLE> 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) <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30 September 30 ------------------------------------------- 1997 1996 1997 1996 ------------------------------------------- <S> <C> <C> <C> <C> 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 ============================================================================================= </TABLE> 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) <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30 September 30 ------------------ ----------------- 1997 1996 1997 1996 ---- ---- ---- ---- <S> <C> <C> <C> <C> 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 ========================================================================================================== </TABLE> 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) <TABLE> <CAPTION> September 30 December 31 1997 1996 ------------ ----------- <S> <C> <C> <C> 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 =============================================================================================== </TABLE> 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) <TABLE> <CAPTION> September 30 December 31 1997 1996 ------------ ----------- <S> <C> <C> 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 ======================================================================================== </TABLE> 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) <TABLE> <CAPTION> Common Stock Premium Retained Total ----------------------- on Common Earnings Common $10 Par Common Stock Used in the Shareholders' Shares Value Stock Expense Business Equity - ------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> 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 - ------------------------------------------------------------------------------------------------------------- </TABLE> *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: <TABLE> <CAPTION> Three Months Nine Months ----------------- ----------------- 1997 1996 1997 1996 ------ ------ ------ ------ <S> <C> <C> <C> <C> (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 ======= ======= ======= ======= </TABLE> 19
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 <TABLE> <CAPTION> Exhibit Number ------- <S> <C> 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 </TABLE> 28
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 <TABLE> <CAPTION> Exhibit Number ------- <S> <C> 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). </TABLE> 30
31 <TABLE> <CAPTION> Exhibit Number ------- <S> <C> 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). </TABLE> 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