UNITED STATES
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
For the Quarterly Period Ended September 30, 2003
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
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) |
313-235-4000
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 (Exchange Act) 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 þ No o
Indicate by check mark whether the registrant is an accelerated filer as defined in Rule 12b-2 of the Exchange Act.
Yes o No þ
THE DETROIT EDISON COMPANY
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
Page | ||||||
Number | ||||||
Definitions | 2 | |||||
Forward-Looking Statements | 3 | |||||
PART I FINANCIAL INFORMATION | ||||||
Item 1.
|
Financial Statements | |||||
Consolidated Statement of Operations | 11 | |||||
Consolidated Statement of Financial Position | 12 | |||||
Consolidated Statement of Cash Flows | 14 | |||||
Consolidated Statement of Changes in Shareholders Equity and Comprehensive Income | 15 | |||||
Notes to Consolidated Financial Statements | 16 | |||||
Independent Accountants Report | 22 | |||||
Item 2.
|
Managements Narrative Analysis of Results of Operations | 4 | ||||
Item 4.
|
Controls and Procedures | 10 | ||||
PART II OTHER INFORMATION | ||||||
Item 1.
|
Legal Proceedings | 23 | ||||
Item 6.
|
Exhibits and Reports on Form 8-K | 23 | ||||
Signature | 24 |
1
Company | Detroit Edison Company and subsidiary companies | |
Customer Choice | Statewide initiatives giving customers in Michigan the option to choose alternative suppliers for electricity and gas. | |
Detroit Edison | The Detroit Edison Company (a wholly owned subsidiary of DTE Energy Company) and subsidiary companies | |
DTE Energy | DTE Energy Company, the parent of Detroit Edison and Enterprises | |
Enterprises | DTE Enterprises, Inc. (successor to MCN Energy) and subsidiaries | |
EPA | United States Environmental Protection Agency | |
FERC | Federal Energy Regulatory Commission | |
MCN Energy | MCN Energy Group Inc. and subsidiary companies that were merged into Enterprises | |
MichCon | Michigan Consolidated Gas Company and subsidiary companies | |
MPSC | Michigan Public Service Commission | |
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 Michigans restructuring legislation signed into law June 5, 2000, which lowered and froze electric customer rates. | |
SFAS | Statement of Financial Accounting Standards | |
Stranded Costs | Costs incurred by utilities in order to serve customers in a regulated environment that are not expected to be recoverable if customers switch to alternative suppliers of electricity and gas. |
2
Certain information presented herein includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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. There are many factors that may impact forward-looking statements including, but not limited to, the following:
| the effects of weather and other natural phenomena on operations and sales to customers; | |
| economic climate and growth in the geographic areas where we do business; | |
| environmental issues, including changes in the climate, and regulations; | |
| nuclear regulations and risks associated with nuclear operations; | |
| implementation of electric Customer Choice programs; | |
| implementation of electric restructuring in Michigan; | |
| employee relations and the impact of collective bargaining agreements; | |
| unplanned outages; | |
| capital market conditions and access to capital markets and other financing efforts that can be affected by credit agency ratings; | |
| the timing and extent of changes in interest rates; | |
| the level of borrowings; | |
| changes in the cost of fuel and purchased power; | |
| effects of competition; | |
| impact of FERC and MPSC proceedings and regulations; | |
| changes in federal or state tax laws and their interpretations, including the code, regulations, rulings, court proceedings and audits; | |
| ability to recover costs through rate increases; | |
| property insurance; | |
| the cost of protecting assets against or damage due to terrorism; | |
| changes in accounting standards and financial reporting regulations; and | |
| changes in federal or state laws and their interpretation with respect to regulation, energy policy and other related business issues. |
New factors emerge from time to time. We cannot predict what factors may arise or how such factors may cause our results to differ materially from those contained in any forward-looking statement. Any forward-looking statement speaks only as of the date on which such statement is made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.
3
THE DETROIT EDISON COMPANY
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.
We had income of $96 million in the 2003 third quarter compared to income of $105 million for the 2002 third quarter. For the nine-month period, our income was $141 million compared to income of $272 million for the comparable 2002 period. The comparability of earnings for the nine-month period was also impacted by the adoption of a new accounting rule in the 2003 first quarter. As required by generally accepted accounting principles, on January 1, 2003, we adopted a new accounting rule for asset retirement obligations as discussed in Note 2. The cumulative effect of adopting this new accounting rule was to reduce the 2003 nine-month period earnings by $6 million. Results for the nine-month period were also affected by a $14 million net of tax loss on the sale of our steam heating business in January 2003.
Detroit Edison has the following two reportable segments.
Energy Resources
Power Generation |
The power generation plants of Detroit Edison comprise our regulated power generation business. Detroit Edisons numerous fossil plants, hydroelectric pumped storage plant and its nuclear plant generate electricity that is sold principally throughout Michigan and the Midwest to residential, commercial, industrial and wholesale customers.
Power Generation earnings increased $7 million during the 2003 third quarter and decreased $43 million in the 2003 nine-month period compared to the 2002 periods. Results for both periods were affected by lower gross margins, varying operation and maintenance expenses and lower depreciation and amortization expense. The reduced gross margins were driven by decreased cooling demand due to mild weather, lost margins from customers choosing to purchase power from alternative suppliers under the electric Customer Choice program and lost margins from the August 2003 blackout. As a result of the electric Customer Choice program, Detroit Edison has lost 11% of retail sales during 2003 resulting in lost margins of approximately $70 million. To partially offset the impact of these lost margins, Detroit Edison recorded regulatory assets totaling $8 million in the 2003 third quarter and $30 million in the 2003 nine-month period representing stranded costs that we believe are recoverable under Michigan legislation. Gross margins benefited from lower fuel unit costs reflecting the use of a more favorable power supply mix. We increased the usage of lower-cost power from our generating plants and reduced our usage of higher-cost purchased power. Operation and maintenance expenses were affected by costs associated with the August 2003 blackout (Note 4), higher employee pension and health care benefit costs and expenses due to the timing of planned reliability and maintenance work done to improve the production and availability of the generation fleet. Operation and maintenance expenses benefited from our Company-wide initiative to reduce or defer costs and enhance operating performance. The DTE Operating System involves the rigorous disciplined application of tools and operating practices which have resulted in improvements in plant efficiency and technology systems, among other enhancements. The
4
Three Months | Nine Months | |||||||||||||||
Ended | Ended | |||||||||||||||
September 30 | September 30 | |||||||||||||||
2003 | 2002 | 2003 | 2002 | |||||||||||||
(In millions) | ||||||||||||||||
Operating Revenues
|
$ | 669 | $ | 806 | $ | 1,874 | $ | 2,082 | ||||||||
Fuel and Purchased Power
|
284 | 381 | 749 | 824 | ||||||||||||
Gross Margin
|
385 | 425 | 1,125 | 1,258 | ||||||||||||
Operation and Maintenance
|
147 | 158 | 487 | 469 | ||||||||||||
Depreciation and Amortization
|
65 | 102 | 199 | 263 | ||||||||||||
Taxes other than Income
|
40 | 38 | 121 | 116 | ||||||||||||
Operating Income
|
133 | 127 | 318 | 410 | ||||||||||||
Other (Income) and Deductions
|
39 | 45 | 115 | 145 | ||||||||||||
Income Tax Provision
|
33 | 28 | 71 | 90 | ||||||||||||
Net Income
|
$ | 61 | $ | 54 | $ | 132 | $ | 175 | ||||||||
Operating Income as a Percent of Operating
Revenues
|
20 | % | 16 | % | 17 | % | 20 | % |
System output and average fuel and purchased power costs were as follows:
Three Months | Nine Months | ||||||||||||||||
Ended | Ended | ||||||||||||||||
September 30 | September 30 | ||||||||||||||||
2003 | 2002 | 2003 | 2002 | ||||||||||||||
(In thousands of MWh) | |||||||||||||||||
Power generated and purchased
|
|||||||||||||||||
Power plant generation
|
|||||||||||||||||
Fossil
|
10,308 | 11,183 | 28,649 | 29,813 | |||||||||||||
Nuclear
|
2,096 | 2,384 | 5,645 | 7,008 | |||||||||||||
Purchased power
|
1,868 | 3,439 | 5,599 | 7,257 | |||||||||||||
System output
|
14,272 | 17,006 | 39,893 | 44,078 | |||||||||||||
Average unit cost ($/ MWh)
|
|||||||||||||||||
Generation(1)
|
$ | 13.21 | $ | 12.98 | $ | 13.34 | $ | 12.62 | |||||||||
Purchased power(2)
|
$ | 55.38 | $ | 52.96 | $ | 43.79 | $ | 43.24 | |||||||||
Overall Average Unit Cost
|
$ | 18.73 | $ | 21.36 | $ | 17.62 | $ | 17.63 | |||||||||
(1) | Represents fuel costs associated with power plants. |
(2) | Includes hedging activities. |
Outlook Detroit Edison lost 6% of retail sales in 2002 and estimates losing up to 13% of such sales in 2003 as a result of customers choosing to purchase power from alternative suppliers under the electric Customer Choice program. We estimate that we will lose between $80 million and $100 million of margins in 2003 under the Customer Choice program. Unrecovered generation-related fixed costs due to electric Customer Choice are considered stranded and are recoverable under Michigan legislation as determined by the MPSC. We estimate that we will record approximately $40 million of regulatory assets relating to these stranded costs in 2003. There are a number of variables and estimates that impact the level of recoverable stranded costs, including weather, sales mix and wholesale prices. As a result, our estimate of stranded costs
5
The June 2000 Michigan legislation imposed a rate freeze for all classes of customers through 2003. In addition, the MPSC determined that adjusting rates for changes in fuel and purchased power through continuance of the Power Supply Cost Recovery (PSCR) clause would be inconsistent with the rate freeze, therefore the MPSC suspended the PSCR clause. It is unclear at this time whether the PSCR clause will remain suspended beyond 2003. Detroit Edison filed a rate case in June 2003 addressing this and other issues. We cannot predict the outcome of this matter. See Note 4 Regulatory Matters.
Future operating results are expected to vary as a result of factors such as regulatory proceedings, weather, changes in economic conditions and the level of customer participation in the electric Customer Choice program.
Energy Distribution
Power Distribution |
Power Distribution is comprised of the electric distribution services of Detroit Edison. Power Distribution distributes electricity generated by Energy Resources and alternative electric suppliers to Detroit Edisons 2.1 million customers.
Power Distribution earnings decreased $16 million during the 2003 third quarter and $82 million in the 2003 nine-month period. Both periods experienced reduced electric deliveries and operating revenues due to milder weather and the impact of a slower economy on manufacturing and commercial customers operations. Restoration costs associated with an April 2003 catastrophic ice storm, resulting in more than 400,000 customers losing power, and a July 2003 windstorm, affecting over 190,000 customers, also contributed to the decline in earnings in the 2003 nine-month period. The operation and maintenance expense comparison in the current quarter was also impacted by heat-related maintenance costs incurred in the 2002 third quarter due to prolonged periods of above normal temperatures and the related stress placed on the distribution system. Operation and maintenance expenses for both periods were also affected by higher employee pension and health care benefit costs and costs associated with customer service process improvements. Operation and maintenance expenses benefited from our Company-wide initiative to reduce or defer costs and enhance operating performance. The DTE Operating System involves the rigorous disciplined application of tools and operating practices which have resulted in inventory reductions and improvements in technology systems,
6
Three Months | Nine Months | |||||||||||||||
Ended | Ended | |||||||||||||||
September 30 | September 30 | |||||||||||||||
2003 | 2002 | 2003 | 2002 | |||||||||||||
(In millions) | ||||||||||||||||
Operating Revenues
|
$ | 348 | $ | 394 | $ | 950 | $ | 1,010 | ||||||||
Fuel and Purchased Power
|
4 | 5 | 13 | 17 | ||||||||||||
Operation and Maintenance
|
169 | 183 | 538 | 468 | ||||||||||||
Depreciation and Amortization
|
62 | 62 | 187 | 186 | ||||||||||||
Taxes other than Income
|
27 | 31 | 83 | 90 | ||||||||||||
Operating Income
|
86 | 113 | 129 | 249 | ||||||||||||
Other Deductions
|
33 | 36 | 107 | 104 | ||||||||||||
Income Tax Provision
|
18 | 26 | 7 | 48 | ||||||||||||
Net Income
|
$ | 35 | $ | 51 | $ | 15 | $ | 97 | ||||||||
Operating Income as a Percent of Operating
Revenues
|
25 | % | 29 | % | 14 | % | 25 | % |
Three Months | Nine Months | |||||||||||||||
Ended | Ended | |||||||||||||||
September 30 | September 30 | |||||||||||||||
Electric Deliveries | 2003 | 2002 | 2003 | 2002 | ||||||||||||
(In thousands of MWh) | ||||||||||||||||
Residential
|
4,457 | 5,131 | 11,555 | 12,377 | ||||||||||||
Commercial
|
4,162 | 5,076 | 12,251 | 14,135 | ||||||||||||
Industrial
|
3,044 | 3,472 | 9,264 | 10,342 | ||||||||||||
Wholesale
|
556 | 578 | 1,682 | 1,670 | ||||||||||||
Other
|
97 | 100 | 294 | 298 | ||||||||||||
12,316 | 14,357 | 35,046 | 38,822 | |||||||||||||
Electric Choice
|
2,141 | 935 | 5,192 | 2,577 | ||||||||||||
Total Electric Sales and Deliveries
|
14,457 | 15,292 | 40,238 | 41,399 | ||||||||||||
Outlook Operating results are expected to vary as a result of external factors such as weather, changes in economic conditions and the severity and frequency of storms. Economic conditions and prior billing issues have resulted in an increase in past due receivables. We believe our allowance for doubtful accounts is based on reasonable estimates; however, failure to make continued progress in collecting our past due receivables would unfavorably affect operating results. As previously mentioned, Detroit Edison filed a rate case in June 2003 to address future operating costs and other issues.
7
Capital Resources and Liquidity
Nine Months | ||||||||||
Ended | ||||||||||
September 30 | ||||||||||
2003 | 2002 | |||||||||
(In millions) | ||||||||||
Cash and Cash Equivalents
|
||||||||||
Cash Flow From (Used For)
|
||||||||||
Operating activities:
|
||||||||||
Net income, depreciation and amortization and
deferred taxes
|
$ | 580 | $ | 736 | ||||||
Pension contribution
|
(222 | ) | | |||||||
Working capital and other
|
(87 | ) | (180 | ) | ||||||
271 | 556 | |||||||||
Investing activities
|
(359 | ) | (508 | ) | ||||||
Financing activities
|
71 | (236 | ) | |||||||
Net Decrease in Cash and Cash Equivalents
|
$ | (17 | ) | $ | (188 | ) | ||||
Operating Activities
Net cash from operating activities decreased $285 million during the 2003 nine-month period as compared to the same 2002 period. The decrease reflects a decline of $156 million in net income, after adjusting for non-cash items (depreciation and amortization and deferred taxes) and a $129 million increase in working capital and other requirements. The increase in working capital requirements is primarily due to a decrease in accounts payable balances in 2003. We also contributed $222 million of cash to our pension plan in 2003.
Economic conditions and prior billing issues have resulted in an increase in past due receivables. We are focusing our collection efforts; however, failure to make continued progress in collecting our past due receivables would unfavorably affect operating cash flows.
Investing Activities
Net cash relating to investing activities improved $149 million in the 2003 nine-month period as compared to the same 2002 period. The improvement is attributed to decreases in cash contractually designated for debt service and other investments and a decrease in plant and equipment expenditures.
Financing Activities
Net cash from financing activities increased $307 million during the 2003 nine-month period as compared to the same 2002 period. The increase is primarily attributed to higher notes payable to affiliates and a cash infusion from its parent company, partially offset by an increase in redemptions of long-term debt. In August 2003, Detroit Edison issued $49 million of 5.5% tax-exempt bonds due in June 2030. The proceeds were used to redeem $49 million of 6.55% tax-exempt bonds due 2024.
Electric Customer Choice Program
The electric Customer Choice program as originally structured in Michigan anticipated an eventual transition to a totally competitive environment where customers would be charged market-based rates for their electricity. Various developments in the energy industry have caused the deregulation of electric generation to proceed at a much slower rate. As a result, Detroit Edisons rates continue to be regulated by the MPSC. This continued regulation has hindered Detroit Edisons ability to retain customers that are choosing alternative suppliers under the electric Customer Choice program. Detroit Edisons results have been unfavorably impacted by the lack of recovery of lost margins and other costs associated with the electric Customer Choice
8
| has not finalized all the components for calculating net stranded costs; | |
| has created a process whereby net stranded costs would be recovered two years after the net stranded costs were actually incurred; | |
| has not authorized Detroit Edison to recover any Customer Choice program implementation costs; and, | |
| has created incentives to encourage participation in electric Customer Choice. |
In addition, the MPSC has historically maintained regulated rates for certain groups of customers that exceed those customers cost of service. This has resulted in high levels of participation by these customers in the Customer Choice program. As a result of these factors, retail choice penetration continues to rise beyond original estimates.
In December 2002, the MPSC initiated a collaborative process to address the issue of stranded costs. Detroit Edison actively participated in the collaborative process. However, this process failed to produce any agreement regarding net stranded cost recovery.
Detroit Edison addressed the issue of stranded costs in its June 2003 rate filing and is also pursuing a legislative solution to address this issue. The continued delay in the timely and full recovery of stranded costs unfavorably impacts operating results. See Note 4 for a further discussion of the electric Customer Choice program.
Blackout Costs
On August 14, 2003, failures in the regional power transmission grid caused nine of Detroit Edisons power plants to trip offline, which left virtually all of its 2.1 million customers without power. On October 24, 2003, Detroit Edison filed an application with the MPSC requesting approval to defer the blackout costs until ratemaking treatment of the costs can be determined. See Note 4 for further discussion of the blackout costs filing.
Environmental Matters
The Environmental Protection Agency (EPA) ozone transport regulations and final new air quality standards relating to ozone and particulate air pollution will continue to impact us. Detroit Edison spent approximately $512 million through September 2003 and estimates that it will incur approximately $300 to $400 million of future capital expenditures over the next five to eight years to comply with the existing air quality standards. Recovery of costs to be incurred through December 2004 is included in our June 2003 electric rate case. In addition, we maintain the option to securitize these costs after the completion of this rate case.
The EPA has initiated enforcement actions against several major electric utilities citing violations of the Clean Air Act, asserting that older, coal-fired power plants have been modified in ways that would then require them to comply with the more restrictive new source provisions of the Clean Air Act. Detroit Edison received and responded to information requests from the EPA on this subject. The EPA has not initiated proceedings against Detroit Edison. The United States District Court for the Southern District of Ohio Eastern Division issued a decision in August 2003 finding Ohio Edison in violation of the new source provisions of the Clean Air Act. If the Courts decision is upheld, the electric utility industry could be required to invest substantial amounts in pollution control equipment. During the same month, however, a district court in a different division rendered a conflicting decision on the matter. On August 27, 2003, the EPA released new rules, effective December 26, 2003, allowing repair, replacement or upgrade of production equipment without triggering source requirement controls if the cost of the parts and repairs do not exceed 20% of the replacement value of the equipment being upgraded. Such repairs will be considered routine maintenance,
9
We cannot predict the future impact of this issue upon Detroit Edison.
New Accounting Pronouncements
See Note 2 New Accounting Pronouncements for discussion of new accounting pronouncements.
(a) Evaluation of disclosure controls and procedures
The Companys Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Companys disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2003, which is the end of the period covered by this report, and have concluded that such controls and procedures are effectively designed to ensure that required information disclosed by the Company in reports that it files or submits under the Act is recorded, processed, summarized and reported within the time periods specified in the Commissions rules and forms.
10
THE DETROIT EDISON COMPANY
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
Three Months | Nine Months | ||||||||||||||||
Ended | Ended | ||||||||||||||||
September 30 | September 30 | ||||||||||||||||
2003 | 2002 | 2003 | 2002 | ||||||||||||||
(In millions) | |||||||||||||||||
Operating Revenues
|
$ | 1,017 | $ | 1,200 | $ | 2,824 | $ | 3,092 | |||||||||
Operating Expenses
|
|||||||||||||||||
Fuel and purchased power
|
288 | 386 | 762 | 841 | |||||||||||||
Operation and maintenance
|
316 | 341 | 1,025 | 937 | |||||||||||||
Depreciation and amortization
|
127 | 164 | 386 | 449 | |||||||||||||
Taxes other than income
|
67 | 69 | 204 | 206 | |||||||||||||
798 | 960 | 2,377 | 2,433 | ||||||||||||||
Operating Income
|
219 | 240 | 447 | 659 | |||||||||||||
Other (Income) and Deductions
|
|||||||||||||||||
Interest expense
|
71 | 76 | 217 | 232 | |||||||||||||
Interest income
|
| | | (1 | ) | ||||||||||||
Other income
|
(29 | ) | (5 | ) | (62 | ) | (16 | ) | |||||||||
Other expenses
|
30 | 10 | 67 | 34 | |||||||||||||
72 | 81 | 222 | 249 | ||||||||||||||
Income Before Income Taxes
|
147 | 159 | 225 | 410 | |||||||||||||
Income Tax Provision
|
51 | 54 | 78 | 138 | |||||||||||||
Income Before Accounting Change
|
96 | 105 | 147 | 272 | |||||||||||||
Cumulative Effect of Accounting Change
(Note 2)
|
| | (6 | ) | | ||||||||||||
Net Income
|
$ | 96 | $ | 105 | $ | 141 | $ | 272 | |||||||||
See Notes to Consolidated Financial Statements (Unaudited)
11
THE DETROIT EDISON COMPANY
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(Unaudited) | ||||||||||
September 30 | December 31 | |||||||||
2003 | 2002 | |||||||||
(In millions) | ||||||||||
ASSETS | ||||||||||
Current Assets
|
||||||||||
Cash and cash equivalents
|
$ | 19 | $ | 36 | ||||||
Restricted cash
|
38 | 131 | ||||||||
Accounts receivable
|
||||||||||
Customer (less allowance for doubtful accounts of
$50 and $48, respectively)
|
348 | 325 | ||||||||
Accrued unbilled revenues
|
157 | 177 | ||||||||
Other
|
175 | 142 | ||||||||
Inventories
|
||||||||||
Fuel
|
110 | 126 | ||||||||
Materials and supplies
|
127 | 130 | ||||||||
Property taxes assessed to future periods
|
38 | | ||||||||
Other
|
20 | 14 | ||||||||
1,032 | 1,081 | |||||||||
Investments
|
||||||||||
Nuclear decommissioning trust funds
|
484 | 417 | ||||||||
Other
|
55 | 82 | ||||||||
539 | 499 | |||||||||
Property
|
||||||||||
Property, plant and equipment
|
12,597 | 12,121 | ||||||||
Less accumulated depreciation
|
(5,527 | ) | (5,324 | ) | ||||||
7,070 | 6,797 | |||||||||
Other Assets
|
||||||||||
Regulatory assets (Notes 2 and 4)
|
2,025 | 1,143 | ||||||||
Securitized regulatory assets
|
1,550 | 1,613 | ||||||||
Other
|
130 | 128 | ||||||||
3,705 | 2,884 | |||||||||
Total Assets
|
$ | 12,346 | $ | 11,261 | ||||||
See Notes to Consolidated Financial Statements (Unaudited)
12
THE DETROIT EDISON COMPANY
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(Unaudited) | |||||||||
September 30 | December 31 | ||||||||
2003 | 2002 | ||||||||
(In millions, except shares) | |||||||||
LIABILITIES AND SHAREHOLDERS EQUITY | |||||||||
Current Liabilities
|
|||||||||
Accounts payable
|
$ | 181 | $ | 238 | |||||
Accrued interest
|
54 | 83 | |||||||
Dividends payable
|
74 | 74 | |||||||
Accrued payroll
|
15 | 24 | |||||||
Short-term borrowings
|
203 | | |||||||
Notes payable to affiliates
|
378 | | |||||||
Income taxes
|
27 | 30 | |||||||
Current portion long-term debt, including capital
leases
|
122 | 319 | |||||||
Other
|
263 | 328 | |||||||
1,317 | 1,096 | ||||||||
Other Liabilities
|
|||||||||
Deferred income taxes
|
1,776 | 1,501 | |||||||
Asset retirement obligations (Note 2)
|
808 | | |||||||
Unamortized investment tax credit
|
138 | 146 | |||||||
Nuclear decommissioning (Note 2)
|
61 | 416 | |||||||
Accrued pension liability
|
378 | 561 | |||||||
Other
|
563 | 484 | |||||||
3,724 | 3,108 | ||||||||
Long-Term Debt
|
|||||||||
Mortgage bonds, notes and other
|
3,102 | 3,270 | |||||||
Securitization bonds
|
1,496 | 1,585 | |||||||
Capital lease obligations
|
77 | 80 | |||||||
4,675 | 4,935 | ||||||||
Contingencies (Notes 4 and 7)
|
|||||||||
Shareholders 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
|
677 | 507 | |||||||
Common stock expense
|
(44 | ) | (44 | ) | |||||
Retained earnings
|
654 | 735 | |||||||
Accumulated other comprehensive loss
|
| (419 | ) | ||||||
2,630 | 2,122 | ||||||||
Total Liabilities and Shareholders
Equity
|
$ | 12,346 | $ | 11,261 | |||||
See Notes to Consolidated Financial Statements (Unaudited)
13
THE DETROIT EDISON COMPANY
Nine Months | ||||||||||
Ended | ||||||||||
September 30 | ||||||||||
2003 | 2002 | |||||||||
(In millions) | ||||||||||
Operating Activities
|
||||||||||
Net Income
|
$ | 141 | $ | 272 | ||||||
Adjustments to reconcile net income to net cash
from operating activities:
|
||||||||||
Depreciation and amortization
|
386 | 449 | ||||||||
Deferred income taxes
|
53 | 15 | ||||||||
Loss on sale of assets
|
3 | | ||||||||
Cumulative effect of accounting change
|
6 | | ||||||||
Changes in assets and liabilities, exclusive of
changes shown separately (Note 1)
|
(318 | ) | (180 | ) | ||||||
Net cash from operating activities
|
271 | 556 | ||||||||
Investing Activities
|
||||||||||
Plant and equipment expenditures
|
(438 | ) | (478 | ) | ||||||
Proceeds from sales of assets
|
2 | | ||||||||
Restricted cash for debt redemptions
|
93 | 32 | ||||||||
Other investments
|
(16 | ) | (62 | ) | ||||||
Net cash used for investing activities
|
(359 | ) | (508 | ) | ||||||
Financing Activities
|
||||||||||
Issuance of long-term debt
|
49 | | ||||||||
Redemption of long-term debt
|
(502 | ) | (240 | ) | ||||||
Short-term borrowings, net
|
203 | 224 | ||||||||
Notes payable to affiliates
|
378 | | ||||||||
Capital contribution by parent company
|
170 | | ||||||||
Dividends on common stock
|
(222 | ) | (222 | ) | ||||||
Other
|
(5 | ) | 2 | |||||||
Net cash from (used for) financing activities
|
71 | (236 | ) | |||||||
Net Decrease in Cash and Cash
Equivalents
|
(17 | ) | (188 | ) | ||||||
Cash and Cash Equivalents at Beginning of the
Period
|
36 | 215 | ||||||||
Cash and Cash Equivalents at End of the
Period
|
$ | 19 | $ | 27 | ||||||
See Notes to Consolidated Financial Statements (Unaudited)
14
THE DETROIT EDISON COMPANY
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, December 31, 2002
|
134,288 | $ | 1,343 | $ | 507 | $ | (44 | ) | $ | 735 | $ | (419 | ) | $ | 2,122 | |||||||||||||
Net income
|
| | | | 141 | | 141 | |||||||||||||||||||||
Dividends declared on common stock
|
| | | | (222 | ) | | (222 | ) | |||||||||||||||||||
Net change in unrealized losses on derivatives,
net of tax
|
| | | | | 2 | 2 | |||||||||||||||||||||
Pension obligation (Note 4)
|
| | | | | 417 | 417 | |||||||||||||||||||||
Capital contribution by parent company
|
| | 170 | | | | 170 | |||||||||||||||||||||
Balance, September 30, 2003
|
134,288 | $ | 1,343 | $ | 677 | $ | (44 | ) | $ | 654 | $ | | $ | 2,630 | ||||||||||||||
The following table displays comprehensive income for the nine-month periods in 2003 and 2002:
2003 | 2002 | ||||||||
(In millions) | |||||||||
Net income
|
$ | 141 | $ | 272 | |||||
Other comprehensive income, net of tax:
|
|||||||||
Net unrealized income on derivatives:
|
|||||||||
Gains (losses) arising during the period,
net of taxes of $3 and $(3), respectively
|
8 | (5 | ) | ||||||
Amounts reclassified to earnings, net of taxes of
$(3) and $16, respectively
|
(6 | ) | 25 | ||||||
2 | 20 | ||||||||
Pension obligation, net of taxes of $224 (Note 4)
|
417 | | |||||||
Comprehensive income
|
$ | 560 | $ | 292 | |||||
See Notes to Consolidated Financial Statements (Unaudited)
15
THE DETROIT EDISON COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 General
These consolidated financial statements should be read in conjunction with the notes to consolidated financial statements included in the 2002 Annual Report to the Securities and Exchange Commission on Form 10-K.
The accompanying consolidated financial statements are prepared using accounting principles generally accepted in the United States of America. These accounting principles require us to use estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results may differ from our estimates.
The consolidated financial statements are unaudited, but in our opinion 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.
We reclassified some prior year balances to match the current years presentation.
Consolidated Statement of Cash Flows
We consider investments purchased with a maturity of three months or less to be cash equivalents. Cash contractually designated for debt service is classified as restricted cash. The components of changes in assets and liabilities follows.
Nine Months | |||||||||
Ended | |||||||||
September 30 | |||||||||
2003 | 2002 | ||||||||
(In millions) | |||||||||
Changes in Assets and Liabilities, Exclusive
of Changes Shown Separately
|
|||||||||
Accounts receivable, net
|
$ | (113 | ) | $ | (57 | ) | |||
Accrued unbilled receivables
|
20 | (39 | ) | ||||||
Inventories
|
12 | 25 | |||||||
Accrued pensions
|
121 | 29 | |||||||
Accounts payable
|
(57 | ) | (51 | ) | |||||
Income taxes payable
|
(10 | ) | 66 | ||||||
General taxes
|
(10 | ) | (28 | ) | |||||
Risk management and trading activities
|
(7 | ) | (32 | ) | |||||
Pension contributions
|
(222 | ) | (35 | ) | |||||
Other
|
(52 | ) | (58 | ) | |||||
$ | (318 | ) | $ | (180 | ) | ||||
Other cash activities for the nine months ended September 30 were as follows:
Nine Months | |||||||||
Ended | |||||||||
September 30 | |||||||||
2003 | 2002 | ||||||||
(In millions) | |||||||||
Supplementary Cash Flow Information
|
|||||||||
Interest paid (excluding interest capitalized)
|
$ | 246 | $ | 271 | |||||
Income taxes paid
|
34 | 55 |
16
Note 2 New Accounting Pronouncements
Asset Retirement Obligations On January 1, 2003, we adopted SFAS No. 143, Accounting for Asset Retirement Obligations, which requires that the fair value of an asset retirement obligation be recognized in the period in which it is incurred. It applies to legal obligations associated with the retirement of long-lived assets resulting from the acquisition, construction, development and (or) the normal operation of a long-lived asset. When a new liability is recorded, an entity will capitalize the costs of the liability by increasing the carrying amount of the related long-lived asset. The liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity settles the obligation for its recorded amount or incurs a gain or loss upon settlement.
We have identified a legal retirement obligation for the decommissioning costs for our Fermi 1 and Fermi 2 nuclear plants. We believe that adoption of SFAS No. 143 results primarily in timing differences in the recognition of legal asset retirement costs that we are currently recovering in rates and will be deferring such differences under SFAS No. 71, Accounting for the Effects of Certain Types of Regulation.
As a result of adopting SFAS No. 143 on January 1, 2003, we recorded a plant asset of $278 million with offsetting accumulated depreciation of $103 million, a retirement obligation liability of $771 million and reversed previously recognized obligations of $366 million, principally nuclear decommissioning liabilities. We also recorded a cumulative effect amount related to regulated operations as a regulatory asset of $221 million, and a cumulative effect charge against earnings of $6 million for 2003.
If a reasonable estimate of fair value cannot be made in the period the asset retirement obligation is incurred, such as assets with an indeterminate life, the liability is to be recognized when a reasonable estimate of fair value can be made. Generally, distribution assets have an indeterminate life, retirement cash flows cannot be determined and there is a low probability of retirement, therefore no liability has been recorded for these assets.
The impact on the third quarter and nine-month period of 2003 of SFAS No. 143 and the pro-forma effect for the comparable 2002 periods as if SFAS No. 143 had been adopted at January 1, 2002 are immaterial.
A reconciliation of the asset retirement obligation for the 2003 nine-month period follows:
(In millions) | ||||
Asset retirement obligations at January 1,
2003
|
$ | 771 | ||
Accretion
|
39 | |||
Liabilities settled
|
(2 | ) | ||
Asset retirement obligations at
September 30, 2003
|
$ | 808 | ||
SFAS No. 143 also requires the quantification of the estimated cost of removal obligations arising from other than legal obligations, which have been accrued through depreciation charges. At January 1, 2003, we had approximately $300 million of previously accrued asset removal costs related to our regulated operations, for other than legal obligations, included in accumulated depreciation.
Note 3 Disposition of Steam Heating Business
In January 2003, we sold Detroit Edisons steam heating business to Thermal Ventures II, LLP. This disposition is consistent with DTE Energys strategy to divest non-strategic assets. Due to the continuing involvement of Detroit Edison in the steam heating business, including the commitment to purchase $176 million in steam for resale through 2008, fund certain capital improvements and guarantee the buyers credit facility, we recorded a net of tax loss of $14 million in the first quarter of 2003. As a result of Detroit Edisons continuing involvement, this transaction is not considered a sale for accounting purposes. The steam heating business had assets of $6 million at December 31, 2002, and net losses of $12 million in 2002, net income of $3 million in 2001 and a net loss of $18 million in 2000.
17
Note 4 Regulatory Matters
Electric Transitional Rate Plan |
On June 20, 2003, Detroit Edison filed an application for a change in retail electric rates, resumption of the Power Supply Cost Recovery (PSCR) mechanism, and recovery of net stranded costs with the MPSC. Detroit Edison is specifically requesting authority to increase rates on an interim basis by $274 million annually to all customers not subject to a rate cap. Public Act 141 (PA141) became effective in June 2000 and contains provisions freezing rates through 2003 and preventing rate increases for residential customers through 2005 and for small business customers through 2004. Detroit Edison has requested the MPSC act on our interim request in order to be effective January 1, 2004. Concurrent with the order for interim rate relief, Detroit Edison requested reinstatement of the PSCR mechanism. The PSCR mechanism allowed Detroit Edison to recover through rates its fuel, fuel-related and purchased power electric expenses and was suspended under PA 141. Detroit Edison is also proposing that base rates for the customer classes still subject to rate caps in 2004 and 2005 remain frozen and not subject to the PSCR mechanism. Also, the interim request seeks a five-year surcharge from both full service and electric Customer Choice customers to recover certain deferred regulatory asset balances including electric Customer Choice program implementation costs, return on and of clean air investments made prior to inclusion in rates and net stranded costs for years prior to 2004. This surcharge would be phased in by customer class between 2004 and 2006 as rate caps expire, and would total $109 million annually in 2006.
The application also is requesting a base rate increase for both full service and electric Customer Choice customers totaling $416 million annually (approximately 12% increase) in 2006, after the expiration of all customer rate caps. Detroit Edison is proposing that the $416 million increase be allocated between full service customers ($265 million) and electric Customer Choice customers ($151 million). The filing also requests a permanent capital structure based on 50% debt and 50% equity, and a proposed return on equity (ROE) of 11.5%. Detroit Edison is also proposing a symmetrical ROE sharing mechanism, which will apply to full service and electric Customer Choice customers whose rates are no longer capped under PA 141. The sharing proposal would provide that shareholders retain all earnings within a 1% band above and below the authorized ROE. If the actual ROE falls outside of the band, customers would share between 20% and 80% of the excess or shortfall of earnings, depending on actual ROE. The ROE sharing mechanism would be effective for the calendar year in which a final order is received in this case.
The MPSCs current schedule regarding this application requires the MPSC Staff report to be filed in December 2003, with an interim order expected in February or March of 2004.
On August 18, 2003, the MPSC issued an order directing interested parties to file briefs by October 17, 2003, and reply briefs by October 31, 2003 in response to the Companys request that its PSCR clause remain suspended and that implementation of a new PSCR factor not begin until the date of the MPSC order authorizing adequate and compensatory relief. The MPSC has recognized that this issue needs to be addressed before January 1, 2004. The MPSC Staff and interveners contend that the PSCR clause should restart January 1, 2004 and apply to both capped and uncapped rate classes. They do not support the mitigation adjustment proposed by Detroit Edison. The differences between Detroit Edison and the opposing parties positions average approximately $10 million per month in PSCR revenue.
Blackout Costs |
On August 14, 2003, failures in the regional power transmission grid caused nine of Detroit Edisons power plants to trip offline, which left virtually all of its 2.1 million customers without power. We estimate that amounts expensed in the 2003 third quarter related to the blackout, excluding lost margins, were approximately $25 million pre-tax ($16 million net of tax). On October 24, 2003, Detroit Edison filed an accounting application with the MPSC requesting authority to defer outage related costs associated with the blackout until a future rate proceeding to recover outage costs from customers in a manner consistent with the provisions of PA 141. We anticipate an accounting order in the fourth quarter of 2003 or the first quarter of 2004, but we cannot predict the ultimate outcome or timing of this proceeding.
18
Electric Industry Restructuring |
Electric Rates, Customer Choice and Stranded Costs PA 141 provided Detroit Edison with the right to recover net stranded costs, codified and established January 1, 2002 as the date for full implementation of the MPSCs existing electric Customer Choice program, and required the MPSC to reduce residential electric rates by 5%. At that time, Public Act 142 (PA 142) also became effective. PA 142 provided for the recovery through securitization of qualified costs which consist of an electric utilitys regulatory assets, plus various costs associated with, or resulting from, the establishment of a competitive electric market and the issuance of securitization bonds.
Acting pursuant to PA 141, in an order issued in June 2000, the MPSC reduced Detroit Edisons residential electric rates by 5% and imposed a rate freeze for all classes of customers through 2003. In April 2001, commercial and industrial rates were lowered by 5% as a result of savings derived from the issuance of securitization bonds in March 2001, as subsequently discussed.
Certain costs may be deferred and recovered once rates can be increased. This rate cap may be lifted when certain market test provisions are met, specifically, when an electric utility has no more than 30% of generation capacity in its relevant market, with consideration for capacity needed to meet a utilitys responsibility to serve its retail customers. Statewide, multi-utility transmission system improvements also are required. In May 2003, Detroit Edison submitted filings with the MPSC regarding its compliance with the provisions of PA 141 related to market test and transmission system improvements. If the MPSC finds that Detroit Edison has complied with the PA 141 provisions, the rate caps established under PA 141 will not continue after the dates specified in the legislation. Detroit Edison has entered into a settlement agreement in regards to the market power test provisions of PA 141. All intervening parties have signed the settlement agreement. Detroit Edison is awaiting MPSC approval, which is expected by year-end 2003.
As required by PA 141, the MPSC conducted a proceeding to develop a methodology for calculating the net stranded costs associated with electric Customer Choice. In a December 2001 order, the MPSC determined that Detroit Edison could recover net stranded costs associated with the fixed cost component of its electric generation operations. Specifically, there would be an annual filing with the MPSC comparing the receipt of revenues associated with the fixed cost component of its generation services to the revenue requirement for the fixed cost component of those services, inclusive of an allowance for the cost of capital. Any resulting shortfall in recovery, net of mitigation, would be considered a net stranded cost. The MPSC, in its December 2001 order, also determined that Detroit Edison had no net stranded costs in 2000 and consequently established a zero net stranded cost transition charge for billing purposes in 2002. The MPSC authorized Detroit Edison to establish a regulatory asset to defer recovery of its incurred stranded costs, subject to review in a subsequent annual net stranded cost proceeding. 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. In addition, the MPSC ordered an additional credit on bills equal to the 5% rate reduction realized by full service customers. Both credits were to be funded from savings derived from securitization. The December 2001 order, coupled with lower wholesale power prices in 2002, has encouraged additional customer participation in the electric Customer Choice program and has resulted in the loss of margins attributable to generation services. In May 2002, the MPSC denied Detroit Edisons request for rehearing and clarification of the December 2001 order. In June 2002, Detroit Edison filed an appeal of the MPSC order at the Michigan Court of Appeals, challenging the legality of specific aspects of the MPSC order. The Court of Appeals has not yet issued a decision on this appeal.
In May 2002, Detroit Edison submitted its 2001 net stranded cost filing with the MPSC. The filing provided refinements to the MPSC Staffs calculation of net stranded costs that was adopted in the December 2001 order, sought more timely recovery of net stranded costs, and addressed issues raised by the continuation of securitization offsets and rate reduction equalization credits. The filing supported that Detroit Edison had no net stranded costs in 2000 and $13 million of recoverable net stranded costs attributable to electric Customer Choice in 2001. On July 31, 2003, the MPSC issued an order finding that Detroit Edison had no net stranded costs in 2000 and 2001 and established a zero net stranded cost transition charge for billing purposes in 2003. In addition, this order clarified the inclusion of revenue discounts granted customers under special
19
Low-Income Energy Assistance Credit On October 20, 2003, Detroit Edison filed an application with the MPSC to implement a low-income energy assistance credit for residential electric customers. The credit is expected to assist many low-income customers who are experiencing difficulties in paying their electric bills due to poor economic conditions in Detroit Edisons service area. Detroit Edison has proposed to fund the low-income energy assistance credit by utilizing excess securitization savings currently being used to provide credits to electric Choice Customers.
Minimum Pension Liability |
In December 2002, we recorded an additional minimum pension liability as required under SFAS No. 87, Employers Accounting for Pensions, with offsetting amounts to an intangible asset and other comprehensive income. During the first quarter of 2003, the MPSC Staff provided an opinion that the MPSCs traditional rate setting process allowed for the recovery of pension costs as measured by SFAS No. 87. Based on the MPSC Staff opinion, management believes that it will be allowed to recover in rates the minimum pension liability associated with its regulated operations. Accordingly, in the first quarter of 2003 we reclassified approximately $641 million ($417 million net of tax) of other comprehensive loss associated with the minimum pension liability to a regulatory asset.
We are unable to predict the outcome of the regulatory matters discussed herein. Resolution of these matters is dependent upon future MPSC orders, which may materially impact our financial position, results of operations and cash flows.
Note 5 Long-Term Debt
In August 2003, Detroit Edison issued $49 million of 5.5% tax-exempt bonds due in June 2030. The proceeds were used to redeem $49 million of 6.55% tax-exempt bonds due 2024.
Note 6 Short Term Credit Arrangements and Borrowings
On October 24, 2003, Detroit Edison entered into a $137.5 million, 364-day revolving credit facility and a $137.5 million, three-year revolving credit facility with a syndicate of banks. These credit facilities may be utilized for general corporate borrowings, but primarily are intended to provide liquidity support for Detroit Edisons commercial paper program up to $200 million. These agreements require Detroit Edison to maintain a debt to capitalization ratio of no more than 0.65 to 1 and an earnings before interest, taxes, depreciation and amortization (EBITDA) to interest ratio of no less than 2 to 1. Detroit Edison is currently in compliance with these financial covenants.
Note 7 Contingencies
We are involved in certain legal (including commercial matters), administrative and environmental proceedings before various courts, arbitration panels and governmental agencies concerning claims arising in the ordinary course of business. These proceedings include certain contract disputes, environmental reviews and investigations, and pending judicial matters. We cannot predict the final disposition of such proceedings. We regularly review legal matters and record provisions for claims that are considered probable of loss. The
20
See Note 4 for a discussion of contingencies related to Regulatory Matters.
Note 8 Segment Information
Detroit Edison has the following two reportable segments. Inter-segment revenues are not material.
Three Months | Nine Months | ||||||||||||||||
Ended | Ended | ||||||||||||||||
September 30 | September 30 | ||||||||||||||||
2003 | 2002 | 2003 | 2002 | ||||||||||||||
(In millions) | |||||||||||||||||
Operating Revenues
|
|||||||||||||||||
Energy Resources
|
$ | 669 | $ | 806 | $ | 1,874 | $ | 2,082 | |||||||||
Energy Distribution
|
348 | 394 | 950 | 1,010 | |||||||||||||
$ | 1,017 | $ | 1,200 | $ | 2,824 | $ | 3,092 | ||||||||||
Net Income
|
|||||||||||||||||
Energy Resources
|
$ | 61 | $ | 54 | $ | 132 | $ | 175 | |||||||||
Energy Distribution
|
35 | 51 | 15 | 97 | |||||||||||||
Cumulative Effect of Accounting Change
|
| | (6 | ) | | ||||||||||||
Total
|
$ | 96 | $ | 105 | $ | 141 | $ | 272 | |||||||||
21
To the Board of Directors and Shareholder of
We have reviewed the accompanying condensed consolidated statement of financial position of The Detroit Edison Company and subsidiaries as of September 30, 2003, the related condensed consolidated statement of operations for the three-month and nine-month periods ended September 30, 2003 and 2002, the condensed consolidated statement of cash flows for the nine-month periods ended September 30, 2003 and 2002, and the condensed consolidated statement of changes in shareholders equity and comprehensive income for the nine-month period ended September 30, 2003 and nine-month periods ended September 30, 2003 and 2002, respectively. These interim financial statements are the responsibility of The Detroit Edison Companys management.
We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated interim 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, 2002, and the related consolidated statements of operations, cash flows and changes in shareholders equity and comprehensive income for the year then ended (not presented herein); and in our report dated February 11, 2003, 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, 2002 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
22
Legal Proceedings
We are involved in certain legal (including commercial matters), administrative and environmental proceedings before various courts, arbitration panels and governmental agencies concerning claims arising in the ordinary course of business. These proceedings include contract disputes, environmental reviews and investigations, and pending judicial matters. We cannot predict the final disposition of such proceedings. We regularly review legal matters and record provisions for claims that are considered probable of loss. The resolution of pending proceedings is not expected to have a material effect on our financial statements in the period they are resolved. For additional discussion on legal matters, see the Notes to the Consolidated Financial Statements.
Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit | ||||
Number | Description | |||
Filed: | ||||
4-234 | Insurance Agreement dated as of August 28, 2003, among XL Capital Assurance Inc., The Detroit Edison Company, and Bank One Trust Company, National Association | |||
4-235 | Indenture dated as of August 1, 2003, Supplementing the Mortgage and Deed of Trust Dated as of October 1, 1924, providing for (a) General and Refunding Mortgage Bonds, 2003 Series A and (b) Recording and Filing Data. | |||
4-236 | Twelfth Supplemental Indenture dated as of August 1, 2003, Supplementing the Collateral Trust Indenture dated as of June 30, 1993, providing for 5 1/2% Senior Notes Due 2030 | |||
15-25 | Awareness Letter of Deloitte & Touche LLP | |||
31-3 | Chief Executive Officer Section 302 Form 10-Q Certification | |||
31-4 | Chief Financial Officer Section 302 Form 10-Q Certification | |||
99-13 | 364-Day Credit Agreement dated as of October 24, 2003 among The Detroit Edison Company, The Banks, Financial Institutions and Other Institutional Lenders and Barclays Bank PLC and Banc One Capital Markets, Inc., and Citigroup Global Markets Inc. | |||
99-14 | Three-Year Credit Agreement dated as of October 24, 2003 among The Detroit Edison Company, The Banks, Financial Institutions, and Other Institutional Lenders, and Barclays Bank PLC and Banc One Capital Markets, Inc., and Citigroup Global Markets Inc. | |||
Furnished: | ||||
32-3 | Chief Executive Officer Section 906 Certification of Periodic Report | |||
32-4 | Chief Financial Officer Section 906 Certification of Periodic Report |
(b) Reports on Form 8-K
During the quarterly period ended September 30, 2003, we filed Current Reports on Form 8-K covering matters, as follows:
Item 7. Exhibits and Item 9. Regulation FD Disclosure Information Provided Under Item 12. (Results of Operations and Financial Condition) filed and dated July 28, 2003;
Item 5. Other Events and Item 7. Financial Statements and Exhibits and Item 9. Regulation FD Disclosure Information Provided Under Item 12. (Results of Operations and Financial Condition) filed and dated August 1, 2003;
Item 7. Exhibits and Item 12. Results of Operations and Financial Conditions filed and dated August 14, 2003; and
Item 5. Other Events and Item 7. Exhibits filed and dated August 27, 2003.
23
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 | |
/S/ DANIEL G. BRUDZYNSKI | |
_______________________________________ | |
DANIEL G. BRUDZYNSKI | |
Chief Accounting Officer, | |
Vice President and Controller |
Date: November 7, 2003
24
Exhibit | ||||
Number | Description | |||
Filed: | ||||
4-234 | Insurance Agreement dated as of August 28, 2003, among XL Capital Assurance Inc., The Detroit Edison Company, and Bank One Trust Company, National Association | |||
4-235 | Indenture dated as of August 1, 2003, Supplementing the Mortgage and Deed of Trust Dated as of October 1, 1924, providing for (a) General and Refunding Mortgage Bonds, 2003 Series A and (b) Recording and Filing Data. | |||
4-236 | Twelfth Supplemental Indenture dated as of August 1, 2003, Supplementing the Collateral Trust Indenture dated as of June 30, 1993, providing for 5 1/2% Senior Notes Due 2030 | |||
15-25 | Awareness Letter of Deloitte & Touche LLP | |||
31-3 | Chief Executive Officer Section 302 Form 10-Q Certification | |||
31-4 | Chief Financial Officer Section 302 Form 10-Q Certification | |||
99-13 | 364-Day Credit Agreement dated as of October 24, 2003 among The Detroit Edison Company, The Banks, Financial Institutions and Other Institutional Lenders and Barclays Bank PLC and Banc One Capital Markets, Inc., and Citigroup Global Markets Inc. | |||
99-14 | Three-Year Credit Agreement dated as of October 24, 2003 among The Detroit Edison Company, The Banks, Financial Institutions, and Other Institutional Lenders, and Barclays Bank PLC and Banc One Capital Markets, Inc., and Citigroup Global Markets Inc. | |||
Furnished: | ||||
32-3 | Chief Executive Officer Section 906 Certification of Periodic Report | |||
32-4 | Chief Financial Officer Section 906 Certification of Periodic Report |