UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period ended March 31, 2005
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 (State or other jurisdiction of incorporation or organization) |
38-0478650 (I.R.S. Employer Identification No.) |
|
2000 2nd Avenue, Detroit, Michigan (Address of principal executive offices) |
48226-1279 (Zip Code) |
313-235-4000
(Registrants 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 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
Quarter Ended March 31, 2005
Table of Contents
Page | ||||||||
3 | ||||||||
4 | ||||||||
Part I Financial Information |
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Item 1. Financial Statements |
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9 | ||||||||
10 | ||||||||
12 | ||||||||
13 | ||||||||
14 | ||||||||
19 | ||||||||
5 | ||||||||
8 | ||||||||
20 | ||||||||
20 | ||||||||
21 | ||||||||
Awareness Letter of Deloitte & Touche LLP | ||||||||
Chief Executive Officer Section 302 Certification | ||||||||
Chief Financial Officer Section 302 Certification | ||||||||
Chief Executive Officer Section 906 Certification | ||||||||
Chief Financial Officer Section 906 Certification |
2
Definitions
Customer Choice
|
Statewide initiatives giving customers in Michigan the option to choose alternative suppliers for electricity. | |
Detroit Edison
|
The Detroit Edison Company (a direct wholly owned subsidiary of DTE Energy Company) and subsidiary companies | |
DTE Energy
|
DTE Energy Company, the parent of Detroit Edison and directly or indirectly the parent company of numerous non-utility subsidiaries | |
EPA
|
United States Environmental Protection Agency | |
FERC
|
Federal Energy Regulatory Commission | |
ITC
|
International Transmission Company (until February 28, 2003, a wholly owned subsidiary of DTE Energy Company) | |
MPSC
|
Michigan Public Service Commission | |
NRC
|
Nuclear Regulatory Commission | |
PSCR
|
A power supply cost recovery mechanism authorized by the MPSC that allows Detroit Edison to recover through rates its fuel, fuel-related and purchased power expenses. The clause was suspended under Michigans restructuring legislation (signed into law June 5, 2000), which lowered and froze electric customer rates. The clause was reinstated by the MPSC effective January 1, 2004. | |
Securitization
|
Detroit Edison financed specific stranded costs at lower interest rates through the sale of rate reduction bonds by a wholly owned special purpose entity, the Detroit Edison Securitization Funding LLC. | |
SFAS
|
Statement of Financial Accounting Standards | |
Stranded costs
|
Costs incurred by utilities in order to serve customers in a regulated environment that absent special regulatory approval would not otherwise expect to be recoverable if customers switch to alternative energy suppliers. | |
Units of Measurement |
||
gWh
|
Gigawatthour of electricity | |
kWh
|
Kilowatthour of electricity | |
MW
|
Megawatt of electricity | |
MWh
|
Megawatthour of electricity |
3
Forward-Looking Statements
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, and purchases from suppliers; | |||
| economic climate and growth or decline in the geographic areas where we do business; | |||
| environmental issues, laws and regulations, and the cost of remediation and compliance associated therewith; | |||
| nuclear regulations and operations associated with nuclear facilities; | |||
| implementation of the electric Customer Choice program; | |||
| impact of electric utility restructuring in Michigan, including legislative amendments; | |||
| employee relations and the impact of collective bargaining agreements; | |||
| unplanned outages; | |||
| access to capital markets and capital market conditions and the results of other financing efforts which can be affected by credit agency ratings; | |||
| the timing and extent of changes in interest rates; | |||
| the level of borrowings; | |||
| changes in the cost and availability of coal and other raw materials, and purchased power; | |||
| effects of competition; | |||
| impact of regulation by FERC, MPSC, NRC and other applicable governmental proceedings and regulations; | |||
| changes in federal, state and local tax laws and their interpretations, including the Internal Revenue Code, regulations, rulings, court proceedings and audits; | |||
| the ability to recover costs through rate increases; | |||
| the availability, cost, coverage and terms of insurance; | |||
| the cost of protecting assets against or damage due to terrorism; | |||
| changes in accounting standards and financial reporting regulations; | |||
| changes in federal or state laws and their interpretation with respect to regulation, energy policy and other business issues; | |||
| uncollectible accounts receivable; and | |||
| changes in the economic and financial viability of our suppliers, customers and trading counterparties, and the continued ability of such parties to perform their obligations to Detroit Edison. |
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 statements speak only as of the date on which such statements are 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.
4
The Detroit Edison Company
The Managements Narrative Analysis of 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 $55 million in the 2005 first quarter compared to income of $44 million for the 2004 first quarter.
Detroit Edison has the following two reportable segments.
ENERGY RESOURCES
Utility - Power Generation
The power generation plants of Detroit Edison comprise our regulated power generation business. Detroit Edisons numerous fossil plants, its hydroelectric pumped storage plant and its nuclear plant generate electricity. The generated electricity, supplemented with purchased power, is sold principally throughout Michigan and the Midwest to residential, commercial, industrial and wholesale customers.
Factors impacting income: Power Generation earnings decreased $4 million during the 2005 first quarter. As subsequently discussed, these results primarily reflect increased depreciation and amortization expenses, partially offset by higher rates due to the November 2004 MPSC final rate order and lower operations and maintenance expense.
Three Months Ended | ||||||||
March 31 | ||||||||
(in Millions) | 2005 | 2004 | ||||||
Operating Revenues |
$ | 658 | $ | 551 | ||||
Fuel and Purchased Power |
295 | 210 | ||||||
Gross Margin |
363 | 341 | ||||||
Operation and Maintenance |
173 | 182 | ||||||
Depreciation and Amortization |
89 | 50 | ||||||
Taxes Other Than Income |
37 | 39 | ||||||
Operating Income |
64 | 70 | ||||||
Other (Income) and Deductions |
46 | 46 | ||||||
Income Tax Provision |
6 | 8 | ||||||
Net Income |
$ | 12 | $ | 16 | ||||
Operating Income as a Percent of Operating Revenues |
10 | % | 13 | % | ||||
Gross margins increased $22 million primarily due to rate increases as a result of the MPSC final rate order issued in November 2004. Additionally, the first quarter of 2005 has seen the return of customers who formerly participated in the Customer Choice program. Detroit Edison lost 13 % of retail sales in the 2005 first quarter and 15% of such sales in the 2004 first quarter as a result of Customer Choice penetration. Operating revenues and fuel and purchased power costs increased in the 2005 first quarter compared to the 2004 first quarter reflecting a $3.46 per megawatt hour (MWh) (23%) increase in power cost which is a pass-through with the reinstatement of the PSCR. The increase in power supply cost is driven by higher purchase power rates, higher coal prices and increased power purchases due to the outage at our nuclear facility, Fermi 2, which was offline for 14 days during the 2005 first quarter. Pursuant to the MPSC final rate order, transmission expenses previously recorded in Energy Distribution Utility
5
Power Distribution operation and maintenance expenses are now reflected in Energy Resources Utility Power Generations purchased power expenses. The PSCR mechanism provides related revenues for transmission expense.
Three Months Ended | ||||||||
March 31 | ||||||||
2005 | 2004 | |||||||
Electric Sales
(in Thousands of MWh) |
||||||||
Retail |
10,415 | 10,423 | ||||||
Wholesale and other |
2,282 | 2,186 | ||||||
12,697 | 12,609 | |||||||
Internal use and line loss |
596 | 781 | ||||||
13,293 | 13,390 | |||||||
Power Generated and Purchased
(in Thousands of MWh) |
||||||||
Power plant generation |
||||||||
Fossil |
9,763 | 9,784 | ||||||
Nuclear |
2,053 | 2,408 | ||||||
11,816 | 12,192 | |||||||
Purchased power |
1,477 | 1,198 | ||||||
System output |
13,293 | 13,390 | ||||||
Average Unit Cost ($/MWh) |
||||||||
Generation (1) |
$ | 14.40 | $ | 12.88 | ||||
Purchased power (2) |
$ | 49.30 | $ | 34.54 | ||||
Overall average unit cost |
$ | 18.28 | $ | 14.82 | ||||
(1) | Represents fuel costs associated with power plants. |
|
(2) | Includes amounts associated with hedging activities. |
Operation and maintenance expense decreased $9 million in the first quarter of 2005. Pursuant to the MPSC final rate order, merger interest is no longer allocated to Detroit Edison. The 2005 period also experienced lower benefit costs, partially offset by increased power plant outage expense.
Depreciation and amortization expense increased $39 million in the first quarter of 2005. The increase reflects the income effect of recording regulatory assets, which lowers depreciation and amortization expenses. The interim and final electric rate orders in 2004 recover PA 141 costs previously deferred as regulatory assets. As a result, the regulatory asset deferrals totaled $13 million in the first quarter of 2005 compared to $42 million in the first quarter of 2004.
Outlook Future operating results are expected to vary as a result of external factors such as regulatory proceedings, new legislation, changes in market prices of power, coal and natural gas, plant performance, changes in economic conditions, weather and the levels of customer participation in the electric Customer Choice program.
As previously discussed, we expect cash flows and operating performance will continue to be at risk due to the electric Customer Choice program until the issues associated with this program are resolved. We have addressed certain issues of the electric Customer Choice program in our revenue neutral February 2005 rate restructuring proposal. We cannot predict the outcome of these matters.
In conjunction with DTE Energys sale of the transmission assets of International Transmission Company (ITC) in February 2003, the Federal Energy Regulatory Commission (FERC) froze ITCs transmission rates through December 2004. Annual rate adjustments pursuant to a formulistic pricing mechanism will result in an estimated increase in Detroit Edisons transmission expense of $50 million annually, beginning in January 2005. Additionally, in a proceeding before the FERC, several Midwest utilities seek
6
to recover transmission revenues lost as a result of a FERC order modifying the pricing of transmission service in the Midwest. During the first quarter of 2005 Detroit Edison recorded an estimated $9 million of additional expense. Detroit Edison anticipates additional expenses of approximately $1 million per month from April 2005 through March 2006. Detroit Edison is expected to incur an additional $15 million in 2005 for charges related to the implementation of Midwest Independent Transmission System Operators open market. Detroit Edison received rate orders in 2004 that allow for the recovery of increased transmission expenses through the PSCR mechanism.
See Note 3 Regulatory Matters.
ENERGY DISTRIBUTION
Utility - Power Distribution
Power Distribution operations include the electric distribution services of Detroit Edison. Power Distribution distributes electricity generated and purchased by Energy Resources and alternative energy suppliers to Detroit Edisons 2.1 million customers.
Factors impacting income: Power Distribution earnings increased $15 million during the 2005 first quarter. As subsequently discussed, these results primarily reflect lower operation and maintenance expense, as well as higher rates due to the November 2004 MPSC final rate order.
Three Months Ended | ||||||||
March 31 | ||||||||
(in Millions) | 2005 | 2004 | ||||||
Operating Revenues |
$ | 332 | $ | 335 | ||||
Fuel and Purchased Power |
6 | 6 | ||||||
Operation and Maintenance |
148 | 161 | ||||||
Depreciation and Amortization |
61 | 64 | ||||||
Taxes Other Than Income |
32 | 29 | ||||||
Operating Income |
85 | 75 | ||||||
Other (Income) and Deductions |
23 | 33 | ||||||
Income Tax Provision |
19 | 14 | ||||||
Net Income |
$ | 43 | $ | 28 | ||||
Operating Income as a Percent of Operating Revenues |
26 | % | 22 | % | ||||
Electric Deliveries |
||||||||
(in Thousands of MWh) |
||||||||
Residential |
4,051 | 4,069 | ||||||
Commercial |
3,364 | 3,491 | ||||||
Industrial |
2,897 | 2,754 | ||||||
Wholesale |
563 | 556 | ||||||
Other |
104 | 109 | ||||||
10,979 | 10,979 | |||||||
Electric Choice |
1,722 | 1,975 | ||||||
Electric Choice Self Generations* |
192 | 167 | ||||||
Total Electric Deliveries |
12,893 | 13,121 | ||||||
* | Represents deliveries for self generators who have purchased power from alternative energy suppliers to supplement their power requirements. |
Operating revenues decreased $3 million primarily due to lower electric deliveries as a result of economic conditions, partially offset by higher rates from the November 2004 MPSC final rate order.
7
Operation and maintenance expense decreased $13 million. Pursuant to the MPSC final electric rate order, transmission expenses previously recorded in Energy Distribution Utility Power Distribution operation and maintenance expenses are now reflected in Energy Resources Utility Power Generations purchased power expenses with related revenues through the PSCR mechanism. In addition, pursuant to the MPSC final rate order, merger interest is no longer allocated to Detroit Edison. The 2005 first quarter also benefited from lower uncollectible accounts receivable expense, partially offset by higher costs for the funding of low-income customer assistance fund and system reliability expenses.
Other income and deductions decreased $10 million primarily due to lower interest expense as a result of adjustments due to settlements related to tax audits.
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.
CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures
Management of the Company carried out an evaluation, under the supervision and with the participation of the Companys Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Companys disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2005, which is the end of the period covered by this report. Based on this evaluation, the Companys Chief Executive Officer and Chief Financial Officer have concluded that such controls and procedures are effectively designed and operating to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed and operating to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Companys management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
(b) Changes in internal control over financial reporting
There has been no change in the Companys internal control over financial reporting during the quarter ended March 31, 2005 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.
8
The Detroit Edison Company
Three Months Ended | ||||||||
March 31 | ||||||||
(in Millions) | 2005 | 2004 | ||||||
Operating Revenues |
$ | 990 | $ | 886 | ||||
Operating Expenses |
||||||||
Fuel and purchased power |
301 | 216 | ||||||
Operation and maintenance |
321 | 343 | ||||||
Depreciation and amortization |
150 | 114 | ||||||
Taxes other than income |
69 | 68 | ||||||
841 | 741 | |||||||
Operating Income |
149 | 145 | ||||||
Other (Income) and Deductions |
||||||||
Interest expense |
64 | 72 | ||||||
Interest income |
(1 | ) | | |||||
Other income |
(12 | ) | (15 | ) | ||||
Other expenses |
18 | 22 | ||||||
69 | 79 | |||||||
Income Before Income Taxes |
80 | 66 | ||||||
Income Tax Provision |
25 | 22 | ||||||
Net Income |
$ | 55 | $ | 44 | ||||
See Notes to Consolidated Financial Statements (Unaudited)
9
The Detroit Edison Company
(Unaudited) | ||||||||
March 31 | December 31 | |||||||
(in Millions) | 2005 | 2004 | ||||||
ASSETS |
||||||||
Current Assets |
||||||||
Cash and cash equivalents |
$ | 20 | $ | 6 | ||||
Restricted cash |
22 | 75 | ||||||
Accounts receivable
|
||||||||
Customer (less allowance for doubtful
accounts of $51 and $55, respectively) |
308 | 258 | ||||||
Accrued unbilled revenues |
157 | 207 | ||||||
Other |
96 | 120 | ||||||
Inventories
|
||||||||
Fuel |
104 | 100 | ||||||
Materials and supplies |
117 | 118 | ||||||
Note receivable from Affiliate |
| 85 | ||||||
Other |
108 | 46 | ||||||
932 | 1,015 | |||||||
Investments |
||||||||
Nuclear decommissioning trust funds |
593 | 590 | ||||||
Other |
53 | 55 | ||||||
646 | 645 | |||||||
Property |
||||||||
Property, plant and equipment |
13,017 | 12,931 | ||||||
Less accumulated depreciation and depletion. |
(5,396 | ) | (5,354 | ) | ||||
7,621 | 7,577 | |||||||
Other Assets |
||||||||
Regulatory assets |
2,080 | 2,053 | ||||||
Securitized regulatory assets |
1,414 | 1,438 | ||||||
Other |
105 | 114 | ||||||
3,599 | 3,605 | |||||||
Total Assets |
$ | 12,798 | $ | 12,842 | ||||
See Notes to Consolidated Financial Statements (Unaudited)
10
The Detroit Edison Company
Consolidated Statement of Financial Position
(Unaudited) | ||||||||
March 31 | December 31 | |||||||
(in Millions, Except Shares) | 2005 | 2004 | ||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Current Liabilities |
||||||||
Accounts payable |
$ | 311 | $ | 346 | ||||
Accrued interest |
56 | 79 | ||||||
Dividends payable |
76 | 76 | ||||||
Accrued payroll |
22 | 12 | ||||||
Accrued vacations |
78 | 76 | ||||||
Short-term borrowings |
184 | | ||||||
Accrued PSCR refund |
118 | 112 | ||||||
Current portion of long-term debt, including capital leases |
329 | 499 | ||||||
Other |
129 | 130 | ||||||
1,303 | 1,330 | |||||||
Other Liabilities |
||||||||
Deferred income taxes |
1,949 | 1,941 | ||||||
Regulatory liabilities |
264 | 253 | ||||||
Asset retirement obligations (Note 2) |
883 | 869 | ||||||
Unamortized investment tax credit |
122 | 125 | ||||||
Nuclear decommissioning |
78 | 77 | ||||||
Accrued pension liability |
267 | 247 | ||||||
Other |
688 | 676 | ||||||
4,251 | 4,188 | |||||||
Long-Term Debt (net of current portion) |
||||||||
Mortgage bonds, notes and other |
2,879 | 2,879 | ||||||
Securitization bonds |
1,345 | 1,400 | ||||||
Capital lease obligations |
63 | 66 | ||||||
4,287 | 4,345 | |||||||
Contingencies (Notes 3 and 6) |
||||||||
Shareholders Equity |
||||||||
Common stock, $10 par value, 400,000,000 shares
authorized, 138,632,324 shares issued
and outstanding |
1,386 | 1,386 | ||||||
Premium on common stock |
1,104 | 1,104 | ||||||
Common stock expense |
(44 | ) | (44 | ) | ||||
Retained earnings |
509 | 531 | ||||||
Accumulated other comprehensive income |
2 | 2 | ||||||
2,957 | 2,979 | |||||||
Total Liabilities and Shareholders Equity |
$ | 12,798 | $ | 12,842 | ||||
See Notes to Consolidated Financial Statements (Unaudited)
11
The Detroit Edison Company
Three Months Ended | ||||||||
March 31 | ||||||||
(in Millions) | 2005 | 2004 | ||||||
Operating Activities |
||||||||
Net Income |
$ | 55 | $ | 44 | ||||
Adjustments to reconcile net income to net cash from
operating activities: |
||||||||
Depreciation, depletion and amortization |
150 | 114 | ||||||
Deferred income taxes |
9 | 113 | ||||||
Changes in assets and liabilities, exclusive of changes
shown separately (Note 1) |
(37 | ) | (153 | ) | ||||
Net cash from operating activities |
177 | 118 | ||||||
Investing Activities |
||||||||
Plant and equipment expenditures |
(151 | ) | (147 | ) | ||||
Restricted cash for debt redemptions |
53 | 55 | ||||||
Notes receivable from affiliate |
85 | | ||||||
Other investments |
(26 | ) | (15 | ) | ||||
Net cash used for investing activities |
(39 | ) | (107 | ) | ||||
Financing Activities |
||||||||
Issuance of long-term debt |
395 | | ||||||
Redemption of long-term debt |
(626 | ) | (61 | ) | ||||
Short-term borrowings, net |
184 | 132 | ||||||
Dividends on common stock |
(76 | ) | (74 | ) | ||||
Other |
(1 | ) | (1 | ) | ||||
Net cash used for financing activities |
(124 | ) | (4 | ) | ||||
Net Increase (Decrease) in Cash and Cash Equivalents |
14 | 7 | ||||||
Cash and Cash Equivalents at Beginning of the Period |
6 | 6 | ||||||
Cash and Cash Equivalents at End of the Period |
$ | 20 | $ | 13 | ||||
See Notes to Consolidated Financial Statements (Unaudited)
12
The Detroit Edison Company
Premium | Accumulated | |||||||||||||||||||||||||||
on | Common | Other | ||||||||||||||||||||||||||
(Dollars in Millions, | Common Stock | Common | Stock | Retained | Comprehensive | |||||||||||||||||||||||
Shares in Thousands) | Shares | Amount | Stock | Expense | Earnings | Income | Total | |||||||||||||||||||||
Balance, December 31, 2004 |
138,632 | $ | 1,386 | $ | 1,104 | $ | (44 | ) | $ | 531 | $ | 2 | $ | 2,979 | ||||||||||||||
Net income |
| | | | 55 | | 55 | |||||||||||||||||||||
Dividends declared on
common stock |
| | | | (77 | ) | | (77 | ) | |||||||||||||||||||
Balance, March 31, 2005 |
138,632 | $ | 1,386 | $ | 1,104 | $ | (44 | ) | $ | 509 | $ | 2 | $ | 2,957 | ||||||||||||||
The following table displays other comprehensive income for the three-month periods ended March 31:
(in Millions) | 2005 | 2004 | ||||||
Net income |
$ | 55 | $ | 44 | ||||
Comprehensive income |
$ | 55 | $ | 44 | ||||
See Notes to Consolidated Financial Statements (Unaudited)
13
The Detroit Edison Company
NOTE 1 - GENERAL
These consolidated financial statements should be read in conjunction with the notes to consolidated financial statements included in the 2004 Annual Report 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 certain prior year balances to match the current years financial statement presentation.
Consolidated Statement of Cash Flows
The components of changes in assets and liabilities follow: |
||
Three Months Ended | ||||||||
March 31 | ||||||||
(in Millions) | 2005 | 2004 | ||||||
Changes in Assets and Liabilities, Exclusive of Changes Shown Separately
|
||||||||
Accounts receivable, net |
$ | (23 | ) | $ | (18 | ) | ||
Accrued unbilled receivables |
50 | 6 | ||||||
Inventories |
(3 | ) | 21 | |||||
Accrued pensions |
27 | 29 | ||||||
Accounts payable |
(35 | ) | (14 | ) | ||||
Accrued PSCR refund |
(8 | ) | 46 | |||||
Income taxes payable |
10 | (90 | ) | |||||
General taxes |
7 | (4 | ) | |||||
Risk management and trading activities |
| (1 | ) | |||||
Other |
(62 | ) | (128 | ) | ||||
$ | (37 | ) | $ | (153 | ) | |||
Supplementary cash and non-cash information follows: |
||
Three Months Ended | ||||||||
March 31 | ||||||||
(in Millions) | 2005 | 2004 | ||||||
Cash Paid
|
||||||||
Interest (excluding interest capitalized) |
$ | 87 | $ | 94 | ||||
Income taxes |
$ | | $ | 1 | ||||
Non-cash Financing Activity |
||||||||
Common stock issued to parent company in conjunction with parent
company common stock contribution to pension plan |
$ | | $ | 170 | ||||
14
Asset Retirement Obligations
SFAS No. 143, Accounting for Asset Retirement Obligations, requires that the fair value of an asset retirement obligation be recognized in the period in which it is incurred. We 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.
A reconciliation of the asset retirement obligation for the 2005 three-month period follows:
(in Millions) | ||||
Asset retirement obligations at January 1, 2005 |
$ | 869 | ||
Accretion |
14 | |||
Asset retirement obligations at March 31, 2005 |
$ | 883 | ||
A significant portion of the asset retirement obligations represents nuclear decommissioning liabilities which are funded through a surcharge to electric customers over the life of the Fermi 2 nuclear plant.
Retirement Benefits and Trusteed Assets
The components of net periodic benefit costs for qualified and non-qualified pension benefits and other postretirement benefits follow:
Other Postretirement | ||||||||||||||||
(in Millions) | Pension Benefits | Benefits | ||||||||||||||
Three Months Ended March 31 | 2005 | 2004 | 2005 | 2004 | ||||||||||||
Service Cost |
$ | 14 | $ | 13 | $ | 11 | $ | 8 | ||||||||
Interest Cost |
33 | 33 | 20 | 18 | ||||||||||||
Expected Return on Plan Assets |
(34 | ) | (31 | ) | (15 | ) | (12 | ) | ||||||||
Amortization of
|
||||||||||||||||
Net loss |
13 | 12 | 11 | 9 | ||||||||||||
Prior service cost |
2 | 2 | 1 | | ||||||||||||
Net transition liability |
| | 2 | 2 | ||||||||||||
Net Periodic Benefit Cost |
$ | 28 | $ | 29 | $ | 30 | $ | 25 | ||||||||
NOTE 2 NEW ACCOUNTING PRONOUNCEMENTS
Medicare Act Accounting
In May 2004, FASB Staff Position (FSP) No. 106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003, was issued on accounting for the effects of the Medicare Act. In the second quarter of 2004, we adopted FSP No. 106-2, retroactive to January 1, 2004 and as a result earnings for the first quarter of 2004 have been restated. As a result of the adoption, our accumulated postretirement benefit obligation for the subsidy related to benefits attributed to past service was reduced by approximately $70 million and was accounted for as an actuarial gain. The effects of the subsidy reduced net postretirement costs by $3 million in the first quarter of 2004.
15
Accounting for Conditional Asset Retirement Obligations
In March 2005, the FASB issued Interpretation No. 47 (FIN 47), Accounting for Conditional Asset Retirement Obligations, an interpretation of FASB Statement No. 143. FIN 47 seeks to clarify the requirement to record liabilities stemming from a legal obligation to perform asset retirement activities on fixed assets when that retirement is conditioned on a future event. FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005. The Company is currently assessing the effects of this interpretation, and has not yet determined the impact on the consolidated financial statements.
NOTE 3 REGULATORY MATTERS
Electric Rate Restructuring Proposal
On February 4, 2005, Detroit Edison filed a rate restructuring proposal with the MPSC to restructure its electric rates and begin phasing out subsidies that are part of its current pricing structure. The proposal would adjust rates for each customer class to be reflective of the full costs incurred to service such customers. Under the proposal, commercial and industrial rates would be lowered, but residential rates would increase over a five-year period beginning in 2007. The MPSC anticipates that this proceeding will be completed in time to have new rates in effect no later than January 1, 2006.
Other Postretirement Benefits Costs Tracker
On February 10, 2005, Detroit Edison filed an application, pursuant to the MPSCs November 2004 final rate order, requesting MPSC approval of a proposed tracking mechanism for retiree health care costs. This mechanism would recognize differences between cost levels collected in rates and the actual costs under current accounting rules as regulatory assets or regulatory liabilities with an annual reconciliation proceeding before the MPSC.
2004 PSCR Reconciliation and 2004 Net Stranded Cost Case
In accordance with the MPSCs direction in the Detroit Edisons November 2004 final rate order, on March 31, 2005, Detroit Edison filed a joint application and testimony in its 2004 PSCR Reconciliation Case and its 2004 Net Stranded Cost Recovery Case. The combined proceeding will provide a comprehensive true-up of the 2004 PSCR and production fixed cost stranded cost calculations, including treatment of the Companys third party wholesale sales revenues. In the filing, Detroit Edison recommended the following distribution of the $218 million of third party wholesale sale revenues; $91 million to offset PSCR fuel expense, $74 million to offset 2004 production operation and maintenance expense, $40 million to offset 2004 PSCR expense and $13 million to offset 2004 production fixed cost stranded costs. Based upon this allocation of third party wholesale sales revenues, Detroit Edison recommends the return of approximately $8 million in over-collections to its PSCR customers and the recovery of approximately $99 million in net stranded costs from its electric Customer Choice customers. Included with the application was the filing of a motion for a temporary interim order requesting the continuation of the existing electric Customer Choice transition charges until a final order is issued.
DTE2 Accounting Application
In 2003, we began the implementation of DTE2, a Company-wide initiative to improve existing processes and to implement new core information systems, including finance, human resources, supply chain and work management. The new information systems are replacing systems that are approaching the end of their useful lives. We expect the benefits of DTE2 to include lower costs, faster business cycles, repeatable and optimized processes, enhanced internal controls, improvements in inventory management and reductions in system support costs.
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In July 2004, Detroit Edison filed an accounting application with the MPSC requesting authority to capitalize and amortize DTE2 costs, consisting of computer equipment, software and development costs, as well as related training, maintenance and overhead costs. In March 2005, a settlement agreement was reached with all parties to this proceeding providing for the deferral of up to $60 million of certain DTE2 costs that would otherwise be expensed, as a regulatory asset for future rate recovery starting January 1, 2006. In addition, DTE2 costs recorded as plant assets will be amortized over a 15-year period. In April 2005, the MPSC approved the settlement agreement.
Power Supply Recovery Proceedings
2005 Plan Year In September 2004, Detroit Edison filed its 2005 PSCR plan case seeking approval of a levelized PSCR factor of 1.82 mills per kWh above the amount included in base rates. In December 2004, Detroit Edison filed revisions to its 2005 PSCR plan case in accordance with the November 2004 MPSC rate order. The revised filing seeks approval of a levelized PSCR factor of up to 0.48 mills per kWh above the new base rates established in the final electric rate order. Included in the factor are power supply costs, transmission expenses and NOx emission allowance costs. Detroit Edison self-implemented a factor of a negative 2.00 mills per kWh on January 1, 2005. At March 31, 2005, Detroit Edison has recorded an under-recovery of approximately $14 million related to the 2005 plan year. The Michigan Attorney General has filed a motion for summary disposition of this proceeding based on arguments that the PSCR statute requires a fixed 48-month PSCR factor. We cannot predict the nature or timing of actions the MPSC will take on this motion.
Other
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 the financial position, results of operations and cash flows of the Company.
NOTE 4 LONG -TERM DEBT
In February 2005, we issued $400 million of senior notes in two series, $200 million of 4.8% series due 2015 and $200 million of 5.45% series due 2035. The proceeds were used to redeem the $385 million of 7.5% Quarterly Income Debt Securities due 2026 to 2028.
Also in February 2005, we redeemed $76 million of 7.5% senior notes and $100 million of 7.0% remarketed secured notes, which matured February 2005.
NOTE 5 COMMITMENTS AND CONTINGENCIES
Environmental
Air - The EPA issued ozone transport and acid rain regulations and, in December 2003, proposed additional emission regulations relating to ozone, fine particulate and mercury air pollution. The new rules have led to additional controls on fossil-fueled power plants to reduce nitrogen oxide, sulfur dioxide, carbon dioxide and particulate emissions. To comply with these new controls, Detroit Edison has spent approximately $580 million through December 2004, and estimates that it will spend up to $100 million in 2005 and incur up to $1.8 billion of additional future capital expenditures through 2018 to satisfy both the existing and proposed new control requirements. Under the June 2000 Michigan restructuring legislation, beginning January 1, 2004, annual return of and on this capital expenditure, in excess of current depreciation levels, could be deferred in ratemaking, until after the expiration of the rate cap period, presently expected to end on December 31, 2005 upon MPSC authorization. Under PA 141 and the MPSCs November 2004 final rate order, we believe that prudently incurred capital expenditures, in excess of current depreciation levels, are recoverable in rates.
Water - Detroit Edison is required to examine alternatives for reducing the environmental impacts of the cooling water intake structures at several of its facilities. Based on the results of the studies to be conducted over the next several years, Detroit Edison may be required to install additional control technologies to reduce the impacts of the intakes. It is estimated that we will incur up to $50 million over the next five to seven years in additional capital expenditures for Detroit Edison.
Contaminated Sites - Detroit Edison conducted remedial investigations at contaminated sites, including two former manufactured gas plant sites, the area surrounding an ash landfill and several underground and aboveground storage tank locations. The findings of these investigations indicated that the cost to remediate these sites is approximately $8 million, which is expected to be incurred over the next several years. As a result of the investigation, Detroit Edison accrued an $8 million liability during 2004.
Personal Property Taxes
Prior to 1999, Detroit Edison and other Michigan utilities asserted that Michigans 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 propertys age. In November 1999, the STC approved new valuation tables that more accurately recognize the value of a utilitys 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 STCs new tables. In June 2002, petitioners in the case filed an appeal of the MTTs decision with the Michigan Court of Appeals. In January 2004, the Michigan Court of Appeals upheld the validity of the new tables. With no further appeal by the petitioners available, the MTT began to schedule utility personal property valuation cases for Prehearing General Calls. Detroit Edison has filed motions and the MTT agreed to place the cases in abeyance pending the conclusion of settlement negotiations being conducted by State of Michigan Treasury officials. On February 14, 2005, MTT issued a scheduling order that lifts the prior abeyances in a significant number of Detroit Edison appeals. The scheduling order sets litigation calendars for these cases extending into mid-2006.
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Detroit Edison continues to record property tax expense based on the new tables. Detroit Edison will continue through settlement or litigation to seek to apply the new tables retroactively and to ultimately resolve the pending tax appeals related to 1997 through 1999. This is a solution supported by the STC in the past. To the extent that settlements cannot be achieved with the jurisdictions, litigation regarding the valuation of utility property will delay any recoveries by Detroit Edison.
Other Commitments
Detroit Edison has an Energy Purchase Agreement to purchase steam and electricity from the Greater Detroit Resource Recovery Authority (GDRRA). Under the Agreement, Detroit Edison will purchase steam through 2008 and electricity through June 2024. In 1996, a special charge to income was recorded that included a reserve for steam purchase commitments in excess of replacement costs from 1997 through 2008. The reserve for steam purchase commitments is being amortized to fuel, purchased power and gas expense with non-cash accretion expense being recorded through 2008. During the first quarter of 2005 we purchased $12 million of steam and electricity. For the full year 2004, we purchased $42 million of steam and electricity. We estimate steam and electric purchase commitments through 2024 will not exceed $472 million. As discussed in Note 3 Dispositions, in January 2003, we sold the steam heating business of Detroit Edison to Thermal Ventures II, LP. Due to terms of the sale, Detroit Edison remains contractually obligated to buy steam from GDRRA until 2008 and recorded an additional liability of $20 million for future commitments. Also, we have guaranteed bank loans that Thermal Ventures II, LP may use for capital improvements to the steam heating system.
At December 31, 2004, we have entered into numerous long-term purchase commitments relating to a variety of goods and services required for our business. These agreements primarily consist of fuel supply commitments. We estimate that these commitments will be approximately $1.4 billion through 2018. We also estimate that 2005 base level capital expenditures will be $800 million. We have made certain commitments in connection with expected capital expenditures.
Bankruptcies
We purchase and sell electricity from and to numerous companies operating in the steel, automotive, energy and retail industries. Several customers have filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code. We have negotiated or are currently involved in negotiations with each of the companies, or their successor companies, that have filed for bankruptcy protection. We regularly review contingent matters relating to purchase and sale contracts and record provisions for amounts considered probable of loss. We believe our previously accrued amounts are adequate for probable losses. The final resolution of these matters is not expected to have a material effect on our financial statements in the period they are resolved.
Other
We are involved in certain legal, regulatory, 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, audits, inquiries from various regulators, 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 operations or financial statements in the period they are resolved.
See Note 3 for a discussion of contingencies related to Regulatory Matters.
NOTE 6 SEGMENT INFORMATION
Detroit Edison has the following two reportable segments. Inter-segment revenues are not material. |
||
Three Months Ended | ||||||||
March 31 | ||||||||
(in Millions) | 2005 | 2004 | ||||||
Operating Revenues |
||||||||
Energy Resources |
$ | 658 | $ | 551 | ||||
Energy Distribution |
332 | 335 | ||||||
$ | 990 | $ | 886 | |||||
Net Income |
||||||||
Energy Resources |
$ | 12 | $ | 16 | ||||
Energy Distribution |
43 | 28 | ||||||
$ | 55 | $ | 44 | |||||
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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 March 31, 2005, and the related condensed consolidated statements of operations and cash flows for the three-month periods ended March 31, 2005 and 2004, and changes in shareholders equity and comprehensive income for the three-month period ended March 31, 2005 and the three-month periods ended March 31, 2005 and 2004, respectively. These interim financial statements are the responsibility of The Detroit Edison Companys management.
We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 the standards of the Public Company Accounting Oversight Board (United States), 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 the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of financial position of The Detroit Edison Company and subsidiaries as of December 31, 2004, 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 March 15, 2005 (which report includes an explanatory paragraph relating to the change in the methods of accounting for asset retirement obligations in 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, 2004 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
May 10, 2005
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Other Information
Legal Proceedings
We are involved in certain legal, regulatory, administrative and environmental proceedings before various courts, arbitration panels and governmental agencies concerning matters arising in the ordinary course of business. These proceedings include certain contract disputes, environmental reviews and investigations, audits, inquiries from various regulators, 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 operations or financial statements in the period they are resolved.
Exhibits
Exhibit | ||
Number | Description | |
Filed: |
||
15- 29
|
Awareness Letter of Deloitte & Touche LLP | |
31- 15
|
Chief Executive Officer Section 302 Form 10-Q Certification | |
31-16
|
Chief Financial Officer Section 302 Form 10-Q Certification | |
Incorporated by reference: | ||
4-241
|
Sixteenth Supplemental Indenture, dated as of April 1, 2005, to the Collateral Trust Indenture, dated as of June 30, 1993, between The Detroit Edison Company and J. P. Morgan Trust Company, National Association, as successor trustee, providing for 2005 Series AR 4.80% Senior Notes due 2015 and 2005 Series BR 5.45% Senior Notes due 2035 (Exhibit 4.1 to Registration Statement on Form S-4 (File No. 333-123926)) | |
4-242
|
Supplemental Indenture, dated as of April 1, 2005, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and J.P. Morgan Trust Company, National Association, as successor trustee, providing for General and Refunding Mortgage Bonds 2005 Series AR and 2005 Series BR (Exhibit 4.3 to Registration Statement on Form S-4 (File No. 333-123926)) | |
Furnished: | ||
32- 15
|
Chief Executive Officer Section 906 Certification | |
32- 16
|
Chief Financial Officer Section 906 Certification |
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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:
|
May 10, 2005 | /s/ DANIEL G. BRUDZYNSKI | ||
Daniel G. Brudzynski | ||||
Chief Accounting Officer, | ||||
Vice President and Controller |
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Exhibit Index
Exhibit | ||
Number | Description | |
Filed: |
||
15- 29
|
Awareness Letter of Deloitte & Touche LLP | |
31- 15
|
Chief Executive Officer Section 302 Form 10-Q Certification | |
31-16
|
Chief Financial Officer Section 302 Form 10-Q Certification | |
32- 15
|
Chief Executive Officer Section 906 Certification of Periodic Report | |
32- 16
|
Chief Financial Officer Section 906 Certification of Periodic Report |
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