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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2002

Commission file number 1-2198

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

THE DETROIT EDISON COMPANY
(Exact name of registrant as specified in its charter)

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

313-235-8000
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o



 


TABLE OF CONTENTS

Definitions
Part I — Financial Information
Item 1. Financial Statements
Item 2. Management’s Narrative Analysis of the Results of Operations
Consolidated Statement of Operations
Consolidated Statement of Financial Position
Consolidated Statement of Cash Flows
Consolidated Statement of Changes in Shareholder’s Equity
Notes to Consolidated Financial Statements
Independent Accountant’s Report
Part II — Other Information
Item 6. Exhibits and Reports on Form 8-K
Signature
Awareness Letter
Certification of CEO
Certification of CFO


Table of Contents

The Detroit Edison Company

Quarterly Report on Form 10-Q
Quarter Ended June 30, 2002

Table of Contents

             
        Page  
       
 
 
Definitions
    3  
 
Part I – Financial Information
       
 
 
Item 1. Financial Statements
       
 
   
Consolidated Statement of Operations
    9  
 
   
Consolidated Statement of Financial Position
    10  
 
   
Consolidated Statement of Cash Flows
    12  
 
   
Consolidated Statement of Changes in Shareholder’s Equity
    13  
 
   
Notes to Consolidated Financial Statements
    14  
 
   
Independent Accountants’ Report
    19  
 
 
Item 2. Management’s Narrative Analysis of the Results of Operations
    4  
 
Part II – Other Information
       
 
 
Item 6. Exhibits and Reports on Form 8-K
    20  
 
Signature
    21  

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Definitions

         
    Customer Choice   The choice program is a statewide initiative giving customers in Michigan the option to choose alternative suppliers for electricity.
         
    DTE Energy   DTE Energy Company and Subsidiary Companies
         
    Detroit Edison   The Detroit Edison Company (a wholly owned subsidiary of DTE Energy Company) and Subsidiary Companies
         
    Enterprises   DTE Enterprises Inc. (successor to MCN Energy), a wholly owned subsidiary of DTE Energy Company
         
    EPA   United States Environmental Protection Agency
         
    FERC   Federal Energy Regulatory Commission
         
    kWh   Kilowatthour
         
    MCN Energy   MCN Energy Group Inc.
         
    MichCon   Michigan Consolidated Gas Company
         
    MPSC   Michigan Public Service Commission
         
    MW   Megawatt
         
    MWh   Megawatthour
         
    PSCR   A power supply cost recovery mechanism authorized by the MPSC that allowed Detroit Edison to recover through rates its fuel, fuel-related and purchased power electric expenses. The clause was suspended under Michigan’s restructuring legislation signed into law June 5, 2000, which lowered and froze electric customer rates.
         
    SEC   Securities and Exchange Commission
         
    Securitization   A mechanism used by Detroit Edison to refinance specific stranded costs at lower interest rates through the sale of rate reduction bonds.
         
    SFAS   Statement of Financial Accounting Standards
         
    Stranded Costs   Costs incurred by utilities in order to serve customers in a regulated environment, but some of which may not be recoverable if customers switch to alternative suppliers of electricity.

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The Detroit Edison Company

Forward-Looking Statements

Certain information presented herein includes forward-looking statements. Forward-looking statements involve certain risks and uncertainties that may cause actual future results to differ materially from those contemplated, projected, estimated or budgeted in such forward-looking statements. Factors that may impact forward-looking statements include, but are not limited to, interest rates, access to the capital markets, the level of borrowings, weather, actual sales, changes in the cost of fuel and purchased power due to the suspension of the PSCR mechanism, the effects of competition and the implementation of electric Customer Choice programs, the implementation of electric utility restructuring in Michigan, environmental and nuclear requirements, the impact of FERC and MPSC proceedings and regulations and the timing of the accretive effects of DTE Energy’s merger with MCN Energy.

Management’s Narrative Analysis of the Results of Operations

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

Detroit Edison reported earnings of $74 million for the 2002 three-month period, compared to a net loss of $77 million for the same period in 2001. For the six-month period, net income was $167 million compared to $36 million for the same period in 2001. Earnings comparability are affected by $173 million ($113 million net of taxes) of merger and restructuring charges that were recorded in the second quarter of 2001.

New reporting alignment - Beginning in 2002, Detroit Edison’s parent company, DTE Energy, realigned its internal and external financial reporting structure into three strategic business units (Energy Resources, Energy Distribution and Energy Gas) that have both regulated and non-regulated operations. This structure is how management sets strategic goals, allocates resources and evaluates performance. The realignment resulted in the following two reportable segments for Detroit Edison:

Energy Resources includes the power generation services of Detroit Edison. Electricity is generated from Detroit Edison’s numerous fossil plants or its nuclear plant and sold to residential, commercial, industrial and wholesale customers.

Energy Distribution includes the electric distribution services of Detroit Edison. Energy Distribution distributes electricity generated by Energy Resources and alternative electric suppliers to Detroit Edison’s 2.1 million residential, commercial and industrial customers.

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Management’s Narrative Analysis and Results of Operations

                                   
      Three Months Ended     Six Months Ended  
      June 30     June 30  
     
   
 
      2002     2001     2002     2001  
     
   
   
   
 
Net Income (Loss)
                               
Energy Resources
  $ 57     $ 12     $ 128     $ 88  
Energy Distribution
    17       24       39       62  
 
 
   
   
   
 
 
    74       36       167       150  
 
 
   
   
   
 
Merger and Restructuring Charges, net of tax
          (113 )           (114 )
 
 
   
   
   
 
 
Total
  $ 74     $ (77 )   $ 167     $ 36  
 
 
   
   
   
 

Energy Resources

Earnings increased $45 million and $40 million during the 2002 three- and six-month periods reflecting higher gross margins due to lower fuel and purchased power costs, partially offset by a decrease in operating revenue. Fuel and purchased power costs reflect favorable energy market prices and an increase in unrealized mark to market gains. The operating revenues decrease was attributable to the impact of a 5% legislatively mandated, securitization based, rate reduction for commercial and industrial customers that began in April 2001. The higher gross margins were partially offset by increased operations and maintenance expenses for health care and pension costs. Depreciation and amortization expense decreased reflecting the extension of the amortization period from seven years to 15 years for certain regulatory assets that were securitized in 2001.

                                 
    Three Months Ended     Six Months Ended  
    June 30     June 30  
   
   
 
    2002     2001     2002     2001  
   
   
   
   
 
(in Millions)
                               
Operating revenues
  $ 654     $ 704     $ 1,271     $ 1,407  
Less: Fuel and purchased power
    240       351       428       595  
 
 
   
   
   
 
Gross margin
  $ 414     $ 353     $ 843     $ 812  
 
 
   
   
   
 
Net income
  $ 57     $ 12     $ 128     $ 88  
 
 
   
   
   
 

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Management’s Narrative Analysis and Results of Operations

System output and average fuel and purchased power costs were as follows:

                                   
      Three Months Ended     Six Months Ended  
      June 30     June 30  
     
   
 
      2002     2001     2002     2001  
     
   
   
   
 
(in Thousands of MWh)
                               
Power generated and purchased
                               
Power plant generation
                               
 
Fossil
    9,519       9,390       18,630       19,618  
 
Nuclear
    2,334       2,316       4,624       4,729  
Purchased power
    2,178       1,736       3,818       3,268  
 
 
   
   
   
 
System output
    14,031       13,442       27,072       27,615  
 
 
   
   
   
 
Average unit cost ($/MWh)
                               
 
Generation (1)
  $ 12.64     $ 12.03     $ 12.41     $ 12.20  
 
 
   
   
   
 
 
Purchased power (2)
  $ 37.77     $ 69.96     $ 34.48     $ 57.47  
 
 
   
   
   
 

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

Outlook – Regulatory changes have resulted and will continue to result in increased competition in the electric generation business. Effective January 1, 2002, the electric Customer Choice program was expanded whereby all electric customers can choose to purchase their electricity from suppliers other than their local utility. Detroit Edison expects to lose 5% to 8% of its retail sales as a result of customers choosing to participate in the electric Customer Choice program during 2002. To the extent Detroit Edison experiences net stranded costs as a result of customers switching to an alternative electric supplier, Michigan legislation provides for the recovery of such stranded costs. Detroit Edison disagrees with the MPSC’s methodology for determining and recovering net stranded costs and has asked for rehearing, clarification and substantial changes on certain aspects of the applicable order. In May 2002, the MPSC denied Detroit Edison’s request for rehearing and clarification on certain aspects of the order. In June 2002, Detroit Edison filed an appeal of the MPSC order at the Michigan Court of Appeals. See Note 3.

Energy Distribution

Earnings declined $7 million and $23 million during the 2002 three- and six-month periods due primarily to increased operation and maintenance expenses. The increased operation and maintenance expenses are attributable to higher health care and pension costs, heat-related maintenance costs on the distribution system and costs associated with restoring power to customers who lost service during two storms in the 2002 six-month period. Operating revenues increased due primarily to higher residential sales due to warm June weather.

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Management’s Narrative Analysis and Results of Operations

                                 
    Three Months Ended     Six Months Ended  
    June 30     June 30  
   
   
 
    2002     2001     2002     2001  
   
   
   
   
 
(in Millions)
                               
Operating revenues
  $ 308     $ 288     $ 621     $ 609  
 
 
   
   
   
 
Net income
  $ 17     $ 24     $ 39     $ 62  
 
 
   
   
   
 
                                 
    Three Months Ended     Six Months Ended  
Electric Sales and Deliveries   June 30     June 30  

 
   
 
    2002     2001     2002     2001  
   
   
   
   
 
(in Thousands of MWh)
                               
Electric Sales
                               
Residential
    3,527       3,236       7,247       6,906  
Commercial
    4,718       4,753       9,060       9,255  
Industrial
    3,537       3,649       6,869       7,323  
Wholesale
    550       537       1,092       1,116  
Other
    85       92       197       187  
 
 
   
   
   
 
 
    12,417       12,267       24,465       24,787  
Electric Choice (delivery only)
    761       406       1,642       572  
 
 
   
   
   
 
Total Electric Sales and Deliveries
    13,178       12,673       26,107       25,359  
 
 
   
   
   
 

Outlook – Regulated electric system deliveries are expected to increase in 2002 due to the economic recovery and continue to grow beginning in 2003. Operating results will vary as a result of various external factors such as weather, changes in economic conditions and the severity and frequency of storms.

CAPITAL RESOURCES AND LIQUIDITY

                   
      Six Months Ended  
      June 30  
     
 
      2002     2001  
     
   
 
Cash and Cash Equivalents
               
(in Millions)
               
Cash Flow From (Used For)
               
 
Operating activities
  $ 209     $ 602  
 
Investing activities
    (363 )     (489 )
 
Financing activities
    (41 )     (115 )
 
 
   
 
Net Decrease in Cash and Cash Equivalents
  $ (195 )   $ (2 )
 
 
   
 

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Management’s Narrative Analysis and Results of Operations

Operating Activities

Net cash from operating activities decreased $393 million in the 2002 six-month period due to higher working capital levels, incremental storm restoration costs and the impact of the 5% rate reduction as part of securitization.

Higher working capital levels reflect increased customer receivables of $117 million, largely the result of the impact of the economy on collections. Management expects lower receivables outstanding by year end. Increased sales due to warm June weather also contributed to the higher receivable balance. In addition, lower accounts payable levels represents the internal focus on managing external payments and taking greater advantage of purchase discounts.

Investing Activities

Net cash used for investing activities decreased $126 million in the 2002 six-month period due to lower investments in regulatory assets associated with securitizing the company’s Fermi 2 power generation facility in March 2001. Partially offsetting this decrease are higher plant and equipment expenditures associated with new air quality regulations which require the reduction in nitrogen oxide levels. Additional cash that was restricted for debt redemptions also affected the comparison.

Financing Activities

Net cash used for financing activities decreased $74 million during the 2002 six-month period. This change is due primarily to the issuance of $1.75 billion of securitization bonds in 2001 and changes in short-term borrowings, redemptions of long-term debt and repurchases of common stock.

ENVIRONMENTAL MATTERS

EPA ozone transport regulations and final new air quality standards relating to ozone and particulate air pollution will impact the Company. Detroit Edison has spent approximately $348 million through June 2002 and estimates that it will incur an additional $400 to $500 million of future capital expenditures over the next three years to comply.

NEW ACCOUNTING PRONOUNCEMENTS

During 2001, the Financial Accounting Standards Board (FASB) issued new accounting pronouncements concerning business combinations, goodwill and other intangible assets, asset retirement obligations and impairment or disposal of long-lived assets. See Note 6 for a discussion of Detroit Edison’s evaluation of the adoption of these new accounting pronouncements.

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The Detroit Edison Company
Consolidated Statement of Operations (Unaudited)

                                     
        Three Months     Six Months  
        Ended     Ended  
        June 30     June 30  
       
   
 
        2002     2001     2002     2001  
       
   
   
   
 
(in Millions)
                               
Operating Revenues
  $ 962     $ 992     $ 1,892     $ 2,016  
 
 
   
   
   
 
Operating Expenses
                               
 
Fuel and purchased power
    239       354       440       623  
 
Operation and maintenance
    328       280       612       534  
 
Depreciation and amortization
    138       160       285       334  
 
Taxes other than income
    65       72       137       151  
 
Merger and restructuring charges
          173             175  
 
 
   
   
   
 
   
Total Operating Expenses
    770       1,039       1,474       1,817  
 
 
   
   
   
 
Operating Income (Loss)
    192       (47 )     418       199  
 
 
   
   
   
 
Interest Expense and Other
                               
 
Interest expense
    78       78       156       150  
 
Other – net
    1             11       5  
 
 
   
   
   
 
   
Total Interest Expense and Other
    79       78       167       155  
 
 
   
   
   
 
Income (Loss) Before Income Taxes
    113       (125 )     251       44  
 
 
   
   
   
 
Income Tax Provision (Benefit)
    39       (48 )     84       5  
 
 
   
   
   
 
Income (Loss) Before Accounting Change
    74       (77 )     167       39  
Cumulative Effect of Accounting Change
                      (3 )
 
 
   
   
   
 
Net Income (Loss)
  $ 74     $ (77 )   $ 167     $ 36  
 
 
   
   
   
 

See Notes to Consolidated Financial Statements (Unaudited)

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The Detroit Edison Company
Consolidated Statement of Financial Position

                     
        June 30          
        2002     December 31  
        (Unaudited)     2001  
       
   
 
(in Millions)
               
Assets
               
Current Assets
               
 
Cash and cash equivalents
  $ 20     $ 215  
 
Restricted cash
    73       68  
 
Accounts receivable
               
   
Customer (less allowance for doubtful accounts of $40 and $27, respectively)
    390       356  
   
Accrued unbilled revenues
    178       130  
   
Other
    88       95  
 
Inventories
               
   
Fuel
    162       162  
   
Materials and supplies
    125       127  
 
Other
    43       12  
 
 
   
 
 
    1,079       1,165  
 
 
   
 
Investments
               
 
Nuclear decommissioning trust funds
    413       417  
 
Other
    100       97  
 
 
   
 
 
    513       514  
 
 
   
 
Property
               
 
Property, plant and equipment
    11,626       11,353  
 
Property under capital leases
    220       219  
 
 
   
 
 
    11,846       11,572  
 
Less accumulated depreciation
    (5,186 )     (5,010 )
 
 
   
 
 
    6,660       6,562  
 
 
   
 
Other Assets
               
 
Regulatory assets
    1,130       1,138  
 
Securitized regulatory assets
    1,656       1,692  
 
Prepaid pensions
    109       106  
 
Other
    80       76  
 
 
   
 
 
    2,975       3,012  
 
 
   
 
Total Assets
  $ 11,227     $ 11,253  
 
 
   
 

See Notes to Consolidated Financial Statements (Unaudited)

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The Detroit Edison Company
Consolidated Statement of Financial Position

                   
      June 30          
      2002     December 31  
      (Unaudited)     2001  
     
   
 
(in Millions, Except Shares)
               
Liabilities and Shareholder’s Equity
               
Current Liabilities
               
 
Accounts payable
  $ 249     $ 303  
 
Accrued interest
    91       85  
 
Dividends payable
    74       74  
 
Accrued payroll
    88       89  
 
Short-term borrowings
    200        
 
Deferred income taxes
    161       121  
 
Current portion long-term debt, including capital leases
    375       215  
 
Liabilities from risk management activities
    33       36  
 
Other
    178       291  
 
 
   
 
 
    1,449       1,214  
 
 
   
 
Other Liabilities
               
 
Deferred income taxes
    1,746       1,749  
 
Unamortized investment tax credit
    152       156  
 
Nuclear decommissioning
    413       417  
 
Other
    445       461  
 
 
   
 
 
    2,756       2,783  
 
 
   
 
Long-Term Debt
               
 
Mortgage bonds, notes and other
    2,836       3,038  
 
Securitization bonds
    1,625       1,673  
 
Capital lease obligations
    85       87  
 
 
   
 
 
    4,546       4,798  
 
 
   
 
Contingencies (Note 4)
               
Shareholder’s Equity
               
 
Common stock, $10 par value, 400,000,000 shares authorized, and 134,287,832 shares issued and outstanding
    1,343       1,343  
 
Premium on common stock
    507       507  
 
Common stock expense
    (44 )     (44 )
 
Accumulated other comprehensive loss
    (24 )     (23 )
 
Retained earnings
    694       675  
 
 
   
 
 
    2,476       2,458  
 
 
   
 
Total Liabilities and Shareholder’s Equity
  $ 11,227     $ 11,253  
 
 
   
 

See Notes to Consolidated Financial Statements (Unaudited)

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The Detroit Edison Company
Consolidated Statement of Cash Flows (Unaudited)

                       
          Six Months Ended  
          June 30  
         
 
          2002     2001  
         
   
 
(in Millions)
               
Operating Activities
               
 
Net Income
  $ 167     $ 36  
 
Adjustments to reconcile net income to net cash from operating activities:
               
   
Depreciation and amortization
    285       334  
   
Merger and restructuring charge
          150  
   
Changes in current assets and liabilities:
               
     
Accounts receivable
    (72 )     45  
     
Inventories
    2       15  
     
Prepaid pensions
    (3 )     (17 )
     
Prepaid property taxes
    (29 )     (29 )
     
Payables
    (36 )     (64 )
     
Risk management activities
        51
     
Other
    (105 )     81  
 
 
   
 
   
Net cash from operating activities
    209       602  
 
 
   
 
Investing Activities
               
 
Plant and equipment expenditures
    (313 )     (287 )
 
Restricted cash for debt redemptions
    (6 )     (30 )
 
Other investments
    (44 )     (172 )
 
 
   
 
   
Net cash used for investing activities
    (363 )     (489 )
 
 
   
 
Financing Activities
               
 
Issuance of long-term debt
          1,750  
 
Redemption of long-term debt
    (87 )     (615 )
 
Short-term borrowings, net
    200       (232 )
 
Capital lease obligations
    (6 )     (11 )
 
Repurchase of common stock
          (848 )
 
Dividends on common stock
    (148 )     (159 )
 
 
   
 
   
Net cash used for financing activities
    (41 )     (115 )
 
 
   
 
Net Decrease in Cash and Cash Equivalents
    (195 )     (2 )
Cash and Cash Equivalents at Beginning of the Period
    215       24  
 
 
   
 
Cash and Cash Equivalents at End of the Period
  $ 20     $ 22  
 
 
   
 
Supplementary Cash Flow Information
               
 
Interest paid (excluding interest capitalized)
  $ 150     $ 122  
 
Income taxes paid
    55       80  

See Notes to Consolidated Financial Statements (Unaudited)

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The Detroit Edison Company
Consolidated Statement of Changes in Shareholder’s Equity (Unaudited)

                                                         
                    Premium                     Accumulated          
    Common Stock     On     Common             Other          
   
    Common     Stock     Retained     Comprehensive          
    Shares     Amount     Stock     Expense     Earnings     Loss     Total  
   
   
   
   
   
   
   
 
(Dollars in Millions, Shares in Thousands)
                                                       
Balance, January 1, 2002
    134,288       1,343       507       (44 )   $ 675     $ (23 )   $ 2,458  
 
 
   
   
   
   
   
   
 
Net income
                            167             167  
Dividends declared on common stock
                            (148 )           (148 )
Net change in unrealized losses on derivatives, net of tax
                                  (1 )     (1 )
 
 
   
   
   
   
   
   
 
Balance, June 30, 2002
    134,288       1,343     $ 507     $ (44 )   $ 694     $ (24 )   $ 2,476  
 
 
   
   
   
   
   
   
 

The following table displays comprehensive income for six-month periods in 2002 and 2001:

                       
          2002     2001  
         
   
 
(in Millions)
               
Net income
  $ 167     $ 36  
 
 
   
 
Other comprehensive loss, net of tax:
               
 
Net unrealized gains (losses) on derivatives:
               
   
Cumulative effect of a change in accounting principle, net of taxes of $6
          13  
   
Losses arising during the year, net of taxes of $3 and $25, respectively
    (6 )     (47 )
   
Amounts reclassified to earnings, net of taxes of $3 and $2, respectively
    5       3  
 
 
   
 
 
Total other comprehensive loss
    (1 )     (31 )
 
 
   
 
Comprehensive income
  $ 166     $ 5  
 
 
   
 

See Notes to Consolidated Financial Statements (Unaudited)

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The Detroit Edison Company
Notes to Consolidated Financial Statements (Unaudited)

NOTE 1 – GENERAL

These consolidated financial statements (unaudited) should be read in conjunction with the notes to consolidated financial statements included in the Annual Report to the Securities and Exchange Commission on Form 10-K.

The accompanying consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America. In connection with their preparation, management makes estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

The consolidated financial statements are unaudited, but in the opinion of the Company’s management, 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 year’s presentation.

NOTE 2 – MERGER AND RESTRUCTURING CHARGES

On May 31, 2001, Detroit Edison’s parent company, DTE Energy, completed the acquisition of MCN Energy. Detroit Edison incurred merger-related charges and restructuring charges associated with the acquisition. The merger-related charges of $10 million ($7 million after tax) in the 2001 three-month period and $12 million ($8 million after tax) in the 2001 six-month period, consisted primarily of system integration, relocation, legal, accounting and consulting costs. Restructuring charges of $163 million ($106 million after tax) in the 2001 three-month period, were primarily associated with a work force reduction plan. The plan included early retirement incentives along with voluntary separation arrangements for 890 employees, primarily in overlapping corporate support functions. The merger and restructuring costs had the effect of decreasing Detroit Edison’s earnings by $173 million ($113 million after tax) and $175 million ($114 million after tax) for the 2001 three- and six-month periods, respectively.

NOTE 3 – REGULATORY MATTERS

Electric Industry Restructuring

The MPSC initiated a case to determine the methodology of calculating net stranded costs as required by Public Act (PA) 141. As a result of an MPSC order in December 2001, Detroit Edison would recover the net stranded costs associated with its electric generation operations. Specifically, there would be an annual filing with the MPSC comparing actual revenues from generation services to the revenue requirements, including an allowance for the cost of capital, to recover the costs of generation services. The MPSC, in its orders, determined that Detroit Edison had no stranded costs using 2000 data, and consequently established a zero 2002 transition charge. The MPSC authorized Detroit Edison to establish a deferred regulatory asset in order to recover its 2002 incurred stranded cost in a subsequent annual net stranded cost filing. The MPSC also determined that Detroit Edison should provide a full and offsetting credit for the securitization and tax charges applied to electric Customer Choice bills in 2002 and maintained an additional credit on electric

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Notes to Consolidated Financial Statements (Unaudited)

Customer Choice bills equivalent to the 5% rate reduction benefiting full service customers, both funded by savings derived from securitization. This order combined with lower wholesale power prices has encouraged additional customer participation in the electric Customer Choice program and has resulted in the loss of margins from providing generation services. In May 2002, the MPSC denied Detroit Edison’s request for rehearing and clarification on certain aspects of the order. In June 2002, Detroit Edison filed an appeal of the MPSC order at the Michigan Court of Appeals, challenging the legality of the MPSC order.

In May 2002, Detroit Edison submitted its 2002 annual net stranded cost filing with the MPSC. The filing provides refinements to the MPSC Staff’s calculation of net stranded costs, seeks more timely recovery of stranded costs and responds to the issue of securitization offsets and rate equalization credits. Detroit Edison’s filing supports the following conclusions: (i) Detroit Edison had no recoverable stranded costs in 2000, however when 2001 data is incorporated into the approved methodology, Detroit Edison has recoverable stranded costs attributable to electric Customer Choice of $13 million for 2001; (ii) Detroit Edison requested the recovery of 2001 net stranded costs through use of excess residual securitization savings; (iii) Detroit Edison expects to incur additive net stranded costs during 2002 and 2003 as a result of increased electric Customer Choice participation; and (iv) a pro-forma transition charge should be approved for billing during the remainder of 2002 and for 2003 to eliminate the time lag between the incidence and recovery of stranded costs inherent in the previously approved methodology.

In another December 2001 order, the MPSC finalized the prices, terms and conditions contained in the Retail Access Service Tariff (RAST). Detroit Edison requested rehearing and clarification on certain aspects of the order. In an order issued in April 2002, the MPSC modified its December 2001 order approving Detroit Edison’s RAST and reduced the requirements imposed on Detroit Edison in the December 2001 order concerning meter installation, meter reading and computer system enhancements for customers that elect to participate in the electric Customer Choice program.

In several orders issued in June 2000, the MPSC determined that adjusting rates for changes in fuel and purchased power expenses through continuance of the PSCR clause would be inconsistent with the rate freeze required by PA 141. Detroit Edison was not permitted to collect the 1998 PSCR under-recovery of $9 million, plus accrued interest of $3 million. Also, Detroit Edison was not required to refund approximately $55 million of liabilities for over-recoveries of PSCR expenses for 1999 and 2000, and disallowances under the Fermi 2 performance standard mechanism. In January and March 2002, the Michigan Court of Appeals rejected appeals and motions for rehearing filed by parties opposing the MPSC’s actions in this proceeding. In March 2002, the Michigan Attorney General applied for leave to appeal at the Michigan Supreme Court. The court has not yet determined whether or not it will hear the case.

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Notes to Consolidated Financial Statements (Unaudited)

Other

In accordance with a November 1997 MPSC order, Detroit Edison reduced rates by $53 million annually to reflect the scheduled reduction in the revenue requirement for Fermi 2. The $53 million reduction was effective in January 1999. In addition, the November 1997 MPSC order authorized the deferral of $30 million of storm damage costs and amortization and recovery of the costs over a 24-month period commencing January 1998. After various legal appeals, the Michigan Court of Appeals remanded back to the MPSC for hearing the November 1997 order. In December 2000, the MPSC issued an order reopening the case for hearing. The parties in the case have agreed to a stipulation of fact and waiver of hearing. In June 2002, the MPSC issued an order modifying in part, and reaffirming in part, previous orders which allowed Detroit Edison to amortize and collect in rates the storm damage costs incurred in 1997. The MPSC modified its 1997 order regarding the calculation of the storm damage costs, and in doing so ordered Detroit Edison to refund approximately $1.5 million after January 1, 2004. The 2004 refund will also include interest accrued from January 1, 2000 at Detroit Edison’s authorized rate of return. In July 2002, the Michigan Attorney General filed a claim of appeal at the Michigan Court of Appeals regarding the June 2002 MPSC order.

Detroit Edison is unable to predict the outcome of the regulatory matters discussed herein. Resolution of these matters is dependent upon future MPSC orders, which may impact the financial position and results of operations of Detroit Edison.

NOTE 4 – CONTINGENCIES

Personal Property Taxes

Detroit Edison and other Michigan utilities have asserted that Michigan’s valuation tables result in the substantial overvaluation of utility personal property. Valuation tables established by the Michigan State Tax Commission (STC) are used to determine the taxable value of personal property based on the property’s age. In November 1999, the STC approved new valuation tables that more accurately recognize the value of a utility’s personal property. The new tables became effective in 2000 and are currently used to calculate property tax expense. However, several local taxing jurisdictions have taken legal action attempting to prevent the STC from implementing the new valuation tables and have continued to prepare assessments based on the superseded tables. The legal actions regarding the appropriateness of the new tables were before the Michigan Tax Tribunal (MTT) which, in April 2002, issued its decision essentially affirming the validity of the STC’s new tables. In June 2002, petitioners in the case filed an appeal of the MTT’s decision with the Michigan Court of Appeals.

Other

Detroit Edison purchases and sells electricity to numerous companies operating in the steel, automotive, energy and retail industries. During 2001 and 2002, a number of customers have filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code, including certain Enron Corporation affiliates and National Steel Company. Management regularly reviews contingent matters relating to purchase and sale contracts and records provisions for amounts considered probable of loss. Management believes its previously accrued amounts are adequate for losses that are probable of occurring. The final resolution of these matters are not expected to have a material effect on Detroit Edison’s financial statements in the period they are resolved.

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Notes to Consolidated Financial Statements (Unaudited)

NOTE 5 – DEBT COVENANTS

Detroit Edison’s bank financing arrangements require it to maintain a debt to total capitalization ratio (as defined) of no more than .65 to 1 and an “earnings before interest, taxes, depreciation and amortization” (EBITDA) to interest ratio of no less than 2 to 1. Additionally, financing arrangements contain cross-default provisions which would occur if Detroit Edison fails to pay principal or interest on a timely basis. Detroit Edison is currently in compliance with these financial covenants.

NOTE 6 – NEW ACCOUNTING PRONOUNCEMENTS

Goodwill and Other Intangible Assets - Effective January 1, 2002, Detroit Edison adopted SFAS No. 142, “Goodwill and Other Intangible Assets,” which addresses the financial accounting and reporting standards for the acquisition of intangible assets outside of a business combination and for goodwill and other intangible assets subsequent to their acquisition. As of the date of adoption, Detroit Edison had no goodwill.

In connection with the adoption of SFAS No. 142, Detroit Edison also reassessed the useful lives and the classification of identifiable intangible assets and determined that they continue to be appropriate. Detroit Edison’s intangible assets consist primarily of software and are subject to amortization. Intangible assets amortization expense was approximately $9 million and $18 million in the second quarter and six-month period, respectively, compared with approximately $10 million and $19 million for the comparable 2001 periods. There were no material acquisitions of intangible assets during the 2002 six-month period. The gross carrying amount and accumulated amortization of intangible assets at June 30, 2002 were $337 million and $251 million, respectively. Amortization expense of intangible assets is estimated to be $36 million annually for 2002 through 2006.

Asset Retirement Obligations - In June 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations.” This statement requires that the fair value of an asset retirement obligation be recognized in the period in which it is incurred. The associated asset retirement costs would be capitalized as part of the carrying amount of the long-lived asset. It would apply to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and (or) the normal operation of a long-lived asset. This statement is effective for financial statements issued for fiscal years beginning after June 15, 2002. Detroit Edison will adopt this statement in January 2003 and has not yet determined the impact of this statement on the consolidated financial statements.

Long-Lived Assets - On January 1, 2002, Detroit Edison adopted SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No. 144 supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of”, but retains the fundamental provisions for recognizing and measuring impairment of long-lived assets to be held and used or disposed of by sale. The statement also supersedes the accounting and reporting provisions for the disposal of a segment of a business. SFAS No. 144 eliminates the conflict between accounting models for treating the disposition of long-lived assets that existed between SFAS No. 121 and the guidance for a segment of a business accounted for as a discontinued operation by adopting the methodology established in SFAS No. 121, and also resolves implementation issues related to SFAS No. 121. The adoption of the statement did not have an impact on the consolidated financial statements of Detroit Edison.

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Notes to Consolidated Financial Statements (Unaudited)

NOTE 6 – SEGMENT INFORMATION

During 2002, Detroit Edison’s parent company, DTE Energy, realigned its financial reporting structure into strategic business units that provide various regulated and non-regulated energy services. The realignment resulted in the following two reportable segments for Detroit Edison. Inter-segment revenues are not material.

                                   
      Three Months Ended     Six Months Ended  
      June 30     June 30  
     
   
 
(in Millions)   2002     2001     2002     2001  

 
   
   
   
 
Operating Revenues
                               
Energy Resources
  $ 654     $ 704     $ 1,271     $ 1,407  
Energy Distribution
    308       288       621       609  
 
 
   
   
   
 
 
Total
  $ 962     $ 992     $ 1,892     $ 2,016  
 
 
   
   
   
 
Net Income (Loss)
                               
Energy Resources
  $ 57     $ 12     $ 128     $ 88  
Energy Distribution
    17       24       39       62  
 
 
   
   
   
 
 
    74       36       167       150  
 
 
   
   
   
 
Merger and Restructuring Charges, net of tax
          (113 )           (114 )
 
 
   
   
   
 
 
Total
  $ 74     $ (77 )   $ 167     $ 36  
 
 
   
   
   
 

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INDEPENDENT ACCOUNTANTS’ REPORT

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

We have reviewed the accompanying condensed consolidated statement of financial position of The Detroit Edison Company and subsidiaries as of June 30, 2002, and the related condensed consolidated statement of operations for the three-month and six-month periods ended June 30, 2002 and 2001, the condensed consolidated statement of cash flows for the six-month periods ended June 30, 2002 and 2001, and the condensed consolidated statement of changes in shareholder’s equity for the six-month period ended June 30, 2002. These financial statements are the responsibility of The Detroit Edison Company’s management.

We conducted our review 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 review, 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 statement of financial position of The Detroit Edison Company and subsidiaries as of December 31, 2001, and the related consolidated statements of operations, cash flows and changes in shareholder’s equity for the year then ended (not presented herein); and in our report dated February 26, 2002, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated statement of financial position as of December 31, 2001 is fairly stated, in all material respects, in relation to the consolidated statement of financial position from which it has been derived.

/s/ DELOITTE & TOUCHE LLP

Detroit, Michigan
July 30, 2002

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Exhibits and Reports on Form 8-K

(a)   Exhibits.

  (i)   Exhibits filed herewith.

             
Exhibit            
Number   Description        

 
       
15-21   Awareness Letter of Deloitte & Touche LLP.
     
99-1   Chief Executive Officer Certification of Periodic Report.
     
99-2   Chief Financial Officer Certification of Periodic Report.
     
(ii)   Exhibits incorporated herein by reference.
     
    None.
     
(b)   Reports on Form 8-K.
     
    None.

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Signature

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
             
Date:   August 14, 2002   By: /s/ DANIEL G. BRUDZYNSKI
         
          Daniel G. Brudzynski
          Chief Accounting Officer,
          Vice President and Controller

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The Detroit Edison Company
Quarterly Report on Form 10-Q for Quarter Ended June 30, 2002
File No.1-2198

Exhibit Index

     
Exhibit    
Number   Description

 
15.21   Awareness Letter of Deloitte & Touche LLP regarding their report Report dated August 14, 2002.
     
99.l   Chief Executive Officer Certification of Periodic Report.
     
99.2   Chief Financial Officer Certification of Periodic Report.