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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

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

For the quarter ended September 30, 2002

Commission file number 1-2198

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

THE DETROIT EDISON COMPANY

(Exact name of registrant as specified in its charter)
     
Michigan
(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)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]    No [  ]



 


TABLE OF CONTENTS

Definitions
Item 2. Management’s Narrative Analysis of the Results of Operations
Item 4. Controls and Procedures
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statement of Operations
Consolidated Statement of Financial Position
Consolidated Statement of Cash Flows
Consolidated Statement of Changes in Shareholder’s Equity
Notes to Consolidated Financial Statements
Independent Accountants’ Report
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
CERTIFICATION
Supplemental Indenture
Tenth Supplemental Indenture
Awareness Letter of Deloitte & Touche LLP
364-Day Credit Agreement
Three-Year Credit Agreement
Chief Executive Officer Certification
Chief Financial Officer Certification


Table of Contents

The Detroit Edison Company

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

Table of Contents

             
        Page
       
 
Definitions
    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 Shareholder’s Equity
    15  
 
   
Notes to Consolidated Financial Statements
    16  
 
   
Independent Accountants’ Report
    21  
 
 
Item 2. Management’s Narrative Analysis of the Results of Operations
    4  
 
 
Item 4. Controls and Procedures
    10  
 
Part II — Other Information
       
 
 
Item 6. Exhibits and Reports on Form 8-K
    22  
 
Signature
    23  
 
Certifications
    24  

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Definitions

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

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The Detroit Edison Company

Forward-Looking Statements

Certain information presented herein includes forward-looking statements. Forward-looking statements involve certain risks and uncertainties that may cause actual future results to differ materially from those contemplated, projected, estimated or budgeted in such forward-looking statements. Factors that may impact forward-looking statements include, but are not limited to, interest rates, access to the capital markets and capital market conditions (including the effect on Detroit Edison’s pension plan investments), the level of borrowings, the effects of weather and other natural phenomena on operations, actual sales, economic climate and growth in the geographic areas in which Detroit Edison does business, the timing and extent of changes in commodity prices for electricity, unscheduled generation outages, maintenance or repairs, nuclear power plant performance, changes in the cost of fuel and purchased power due to the suspension of the PSCR mechanism, the effects of increased competition from other energy suppliers and the implementation of electric Customer Choice programs as well as alternative forms of energy, the implementation of electric utility restructuring in Michigan (which involves pending regulatory and related judicial proceedings, and actual and possible reductions in authorized rates and earnings), the effects of changes in governmental policies including income taxes, environmental compliance and nuclear requirements and the ability to recover these costs through rate increases, the impact of FERC and MPSC proceedings and existing and proposed regulations and the timing of the accretive effects of DTE Energy’s merger with MCN Energy.

Management’s Narrative Analysis of the Results of Operations

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

Detroit Edison reported net income of $105 million for the 2002 three-month period, compared to net income of $88 million for the same period in 2001. For the nine-month period, net income was $272 million compared to $124 million for the same period in 2001. The earnings comparability for the three- and nine-month periods is affected by $9 million ($5 million net of tax) and $184 million ($119 million net of tax), respectively, of merger and restructuring charges that were recorded in 2001.

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

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

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

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Management’s Narrative Analysis and Results of Operations

                                   
      Three Months Ended   Nine Months Ended
      September 30   September 30
     
 
(in Millions)   2002   2001   2002   2001
     
 
 
 
Net Income
                               
Energy Resources
  $ 38     $ 30     $ 150     $ 120  
Energy Distribution
    67       63       122       123  
 
   
     
     
     
 
 
    105       93       272       243  
Merger and Restructuring Charges, net of tax
          (5 )           (119 )
 
   
     
     
     
 
 
Total
  $ 105     $ 88     $ 272     $ 124  
 
   
     
     
     
 

Energy Resources

Earnings increased $8 million and $30 million during the 2002 three- and nine-month periods, respectively, reflecting higher gross margins due to lower purchased power costs. The lower purchased power costs reflect favorable energy market prices in 2002. Mark to market accounting for forward and option contracts in 2001 impacted revenues and purchased power, resulting in a favorable impact on margins of $36 million in the 2001 third quarter, and an unfavorable impact on margins of $9 million in the 2001 nine-month period. Margins were also impacted by higher revenues due to greater cooling demand in the 2002 third quarter and the loss of revenues resulting from customers switching to alternative electric suppliers under the electric Customer Choice program. Revenues for the 2002 nine-month period also were reduced due to the impact of a 5% legislatively mandated, securitization based, rate reduction for commercial and industrial customers that began in April 2001. The higher gross margins were partially offset by increased employee benefit costs and higher operations and maintenance expenses due to planned and unplanned reliability and maintenance work done to improve the production and availability of the generation fleet. Depreciation and amortization expense decreased in the nine-month period reflecting the extension of the amortization period from 7 years to 15 years for certain regulatory assets that were securitized in 2001.

                                 
    Three Months Ended   Nine Months Ended
    September 30   September 30
   
 
    2002   2001   2002   2001
   
 
 
 
(in Millions)
                               
Operating revenues
  $ 784     $ 766     $ 2,052     $ 2,172  
Less: Fuel and purchased power
    365       397       780       974  
 
   
     
     
     
 
Gross margin
  $ 419     $ 369     $ 1,272     $ 1,198  
 
   
     
     
     
 
Net income
  $ 38     $ 30     $ 150     $ 120  
 
   
     
     
     
 

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Management’s Narrative Analysis and Results of Operations

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

                                   
      Three Months Ended   Nine Months Ended
      September 30   September 30
     
 
      2002   2001   2002   2001
     
 
 
 
(in Thousands of MWh)
                               
Power generated and purchased
                               
Power plant generation
                       
 
Fossil
    11,183       11,021       29,813       30,639  
 
Nuclear
    2,384       2,406       7,008       7,135  
Purchased power
    3,439       2,092       7,257       5,360  
 
   
     
     
     
 
System output
    17,006       15,519       44,078       43,134  
 
   
     
     
     
 
Average unit cost ($/MWh)
                               
 
Generation(1)
  $ 12.98     $ 12.60     $ 12.62     $ 12.34  
 
   
     
     
     
 
 
Purchased power(2)
  $ 52.96     $ 148.08     $ 43.24     $ 92.84  
 
   
     
     
     
 


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

Outlook -Electric restructuring will continue to result in increased competition in the electric generation business. Effective January 1, 2002, the electric Customer Choice program in Michigan was expanded to allow all electric customers to choose to purchase their electricity from suppliers other than their local utility. Detroit Edison expects to lose between 5% to 8% of retail sales in 2002 and between 10% to 15% of such sales in 2003 as a result of customers choosing to participate in the electric Customer Choice program. To the extent Detroit Edison experiences net stranded costs as a result of customers switching to an alternative electric supplier, Michigan law allows the recovery of all amounts of such net stranded costs. Detroit Edison disagreed with the MPSC initial methodology for determining and recovering net stranded costs and has asked for rehearing, clarification and modification of the December 2001 order. In May 2002, the MPSC denied Detroit Edison’s request for rehearing and clarification on certain aspects of the order. In June 2002, Detroit Edison filed a claim of appeal of the December 2001 MPSC order with the Michigan Court of Appeals.

In May 2002, Detroit Edison filed a new net stranded cost case with the MPSC that seeks to refine the methodology approved by the MPSC in December 2001 and calculates actual net stranded costs for 2000 and 2001. The MPSC Staff and interveners submitted their net stranded cost filings in November 2002. Detroit Edison expects to record 2002 net stranded costs as a regulatory asset with the offsetting entry reducing expense in the fourth quarter of 2002. See Note 3.

Energy Distribution

Earnings increased $4 million during the 2002 three-month period and decreased $1 million during the 2002 nine-month period reflecting higher operating revenues which were offset by increased operation and maintenance expenses. Operating revenues increased due primarily to higher residential sales attributable to greater cooling demand. The increased operation and maintenance expenses are attributable to heat-related maintenance expenses due to prolonged periods of above normal temperatures and the related stress placed on the distribution system, higher employee benefit costs, and expenses associated with restoring power to customers who lost service during two storms in the 2002 nine-month period.

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Management’s Narrative Analysis and Results of Operations

                                 
    Three Months Ended   Nine Months Ended
    September 30   September 30
   
 
    2002   2001   2002   2001
   
 
 
 
(in Millions)
                               
Operating revenues
  $ 416     $ 355     $ 1,040     $ 965  
 
   
     
     
     
 
Net income
  $ 67     $ 63     $ 122     $ 123  
 
   
     
     
     
 
                                 
    Three Months Ended   Nine Months Ended
Electric Sales and Deliveries   September 30   September 30
   
 
    2002   2001   2002   2001
   
 
 
 
(in Thousands of MWh)
                               
Electric Sales
                               
Residential
    5,131       4,415       12,377       11,321  
Commercial
    5,076       5,115       14,135       14,370  
Industrial
    3,472       3,641       10,342       10,964  
Wholesale
    578       506       1,670       1,623  
Other
    100       90       298       277  
 
   
     
     
     
 
 
    14,357       13,767       38,822       38,555  
Electric Choice (delivery only)
    935       322       2,577       894  
 
   
     
     
     
 
Total Electric Sales and Deliveries
    15,292       14,089       41,399       39,449  
 
   
     
     
     
 

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

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Management’s Narrative Analysis and Results of Operations

CAPITAL RESOURCES AND LIQUIDITY

                   
      Nine Months Ended
      September 30
     
      2002   2001
     
 
Cash and Cash Equivalents
               
(in Millions)
               
Cash Flow From (Used For)
       
 
Operating activities
  $ 556     $ 749  
 
Investing activities
    (508 )     (752 )
 
Financing activities
    (236 )     1  
 
   
     
 
Net Decrease in Cash and Cash Equivalents
  $ (188 )   $ (2 )
 
   
     
 

Operating Activities

Net cash from operating activities decreased $193 million in the 2002 nine-month period compared to the same period in 2001. The decrease reflects a $45 million decline in net income, after adjusting for non-cash items (depreciation, depletion and amortization, merger and restructuring charges and deferred taxes), and higher working capital levels. The working capital requirements reflect lower accounts payable balances, to more normalized levels, representing the internal focus on managing external payments and taking greater advantage of purchase discounts.

Investing Activities

Net cash used for investing activities decreased $244 million in the 2002 nine-month period compared to the same period in 2001 due to lower investments in regulatory assets associated with securitizing the company’s Fermi 2 power generation facility in March 2001. Additionally, a significantly lower amount of cash that was restricted for debt redemptions also affected the comparison.

Financing Activities

Net cash used for financing activities increased $237 million during the 2002 nine-month period compared to the same period in 2001. This change is due primarily to the repurchase of more debt, net of issuances in the 2002 period. Additionally, the repurchase of $846 million in common stock in 2001 also contributed to the change.

PENSION AND POSTRETIREMENT COSTS

Detroit Edison’s costs of providing pension and postretirement benefits are dependent upon a number of factors, such as the rates of return on plan assets, the discount rate and the rate of increase in health care costs. The market value of plan assets has been affected by sharp declines in the equity market since 2000. As a result, at December 31, 2002, Detroit Edison could be required to recognize an additional minimum pension liability as prescribed by SFAS No. 87 “Employers’ Accounting for Pensions” and SFAS No. 132 “Employers’ Disclosures about Pensions and Postretirement Benefits.” The offset to any liability would be recorded as a reduction in shareholder’s equity, net of tax, or as a regulatory asset. The additional minimum pension liability and related accounting entries would be reversed on the balance sheet in future periods if the fair value of plan assets exceeds the accumulated pension benefit obligations. The additional minimum

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Management’s Narrative Analysis and Results of Operations

pension liability recorded, if any, will depend upon actual returns and interest rates in 2002, but could exceed $300 million pre-tax ($195 million after tax). The recording of any minimum pension liability would not affect net income or cash flow in 2002. Pension and postretirement costs and pension cash funding requirements could increase in future years without a substantial recovery in the equity markets. It is estimated that the increase in 2003 pension and postretirement costs could range from $80 million-$110 million, pre-tax, depending on actual plan asset returns, the discount rate and other actuarial assumptions that will not be determined until December 31, 2002. Detroit Edison will initiate cost saving strategies to significantly offset the earnings impact of higher pension and postretirement costs.

ENVIRONMENTAL MATTERS

EPA ozone transport regulations and new air quality standards relating to ozone and particulate air pollution will impact the Company. Detroit Edison has spent approximately $409 million through September 2002 and estimates that it will incur an additional $400 to $450 million of future capital expenditures over the next five years to comply.

NEW ACCOUNTING PRONOUNCEMENTS

During 2001, the Financial Accounting Standards Board (FASB) issued new accounting pronouncements concerning business combinations, goodwill and other intangible assets, asset retirement obligations and impairment or disposal of long-lived assets. See Note 7 for a discussion of Detroit Edison’s evaluation of the adoption of these new accounting pronouncements.

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Controls and Procedures

(a)   Evaluation of disclosure controls and procedures
 
    Detroit Edison’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of Detroit Edison’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(d)) as of a date within 90 days before the filing of this quarterly report, and have concluded that, as of the evaluation date, such controls and procedures were effective at ensuring that required information will be disclosed on a timely basis in reports filed under the Exchange Act.
 
(b)   Changes in internal controls
 
    There have been no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in Detroit Edison’s internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date referenced in paragraph (a) above.

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The Detroit Edison Company
Consolidated Statement of Operations (Unaudited)

                                     
        Three Months   Nine Months
        Ended   Ended
        September 30   September 30
       
 
        2002   2001   2002   2001
       
 
 
 
(in Millions)
                               
Operating Revenues
  $ 1,200     $ 1,121     $ 3,092     $ 3,137  
Operating Expenses
                               
 
Fuel and purchased power
    386       414       841       1,037  
 
Operation and maintenance
    341       279       937       813  
 
Depreciation and amortization
    164       164       449       498  
 
Taxes other than income
    69       56       206       207  
 
Merger and restructuring charges
          9             184  
 
   
     
     
     
 
   
Total Operating Expenses
    960       922       2,433       2,739  
 
   
     
     
     
 
Operating Income
    240       199       659       398  
 
   
     
     
     
 
Interest Expense and Other
                               
 
Interest expense
    76       75       232       225  
 
Interest income
                (1 )     (3 )
 
Other income
    (5 )     (11 )     (16 )     (50 )
 
Other expenses
    10       16       34       63  
 
   
     
     
     
 
   
Total Interest Expense and Other
    81       80       249       235  
 
   
     
     
     
 
Income Before Income Taxes
    159       119       410       163  
Income Tax Provision
    54       31       138       36  
 
   
     
     
     
 
Income Before Accounting Change
    105       88       272       127  
Cumulative Effect of Accounting Change
                      (3 )
 
   
     
     
     
 
Net Income
  $ 105     $ 88     $ 272     $ 124  
 
   
     
     
     
 

See Notes to Consolidated Financial Statements (Unaudited)

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The Detroit Edison Company
Consolidated Statement of Financial Position

                     
        September 30        
        2002   December 31
        (Unaudited)   2001
       
 
(in Millions)
               
Assets
               
Current Assets
               
 
Cash and cash equivalents
  $ 27     $ 215  
 
Restricted cash
    36       68  
 
Accounts receivable
           
   
Customer (less allowance for doubtful accounts of $43 and $27, respectively)
    408       348  
   
Accrued unbilled revenues
    169       130  
   
Other
    98       101  
 
Inventories
               
   
Fuel
    137       162  
   
Materials and supplies
    128       127  
 
Property taxes assessed to future periods
    31        
 
Other
    7       14  
 
 
   
     
 
 
    1,041       1,165  
 
 
   
     
 
Investments
               
 
Nuclear decommissioning trust funds
    396       417  
 
Other
    106       97  
 
 
   
     
 
 
    502       514  
 
 
   
     
 
Property
               
 
Property, plant and equipment
    11,763       11,353  
 
Property under capital leases
    220       219  
 
 
   
     
 
 
    11,983       11,572  
 
Less accumulated depreciation
    (5,268 )     (5,010 )
 
 
   
     
 
 
    6,715       6,562  
 
 
   
     
 
Other Assets
               
 
Regulatory assets
    1,128       1,141  
 
Securitized regulatory assets
    1,636       1,692  
 
Prepaid pensions
    113       106  
 
Other
    66       75  
 
 
   
     
 
 
    2,943       3,014  
 
 
   
     
 
Total Assets
  $ 11,201     $ 11,255  
 
 
   
     
 

See Notes to Consolidated Financial Statements (Unaudited)

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The Detroit Edison Company
Consolidated Statement of Financial Position

                   
      September 30        
      2002   December 31
      (Unaudited)   2001
     
 
(in Millions, Except Shares)
               
Liabilities and Shareholder’s Equity
               
Current Liabilities
               
 
Accounts payable
  $ 264     $ 307  
 
Accrued interest
    46       85  
 
Dividends payable
    74       74  
 
Accrued payroll
    81       89  
 
Short-term borrowings
    224        
 
Income taxes payable
    159       93  
 
Deferred income taxes
    60       28  
 
Current portion long-term debt, including capital leases
    266       215  
 
Liabilities from risk management activities
    10       39  
 
Other
    237       284  
 
 
   
     
 
 
    1,421       1,214  
 
 
   
     
 
Other Liabilities
               
 
Deferred income taxes
    1,742       1,751  
 
Unamortized investment tax credit
    149       156  
 
Nuclear decommissioning
    389       412  
 
Other
    470       466  
 
 
   
     
 
 
    2,750       2,785  
 
 
   
     
 
Long-Term Debt
               
 
Mortgage bonds, notes and other
    2,833       3,038  
 
Securitization bonds
    1,585       1,673  
 
Capital lease obligations
    84       87  
 
 
   
     
 
 
    4,502       4,798  
 
 
   
     
 
Contingencies (Note 4)
               
Shareholder’s Equity
               
 
Common stock, $10 par value, 400,000,000 shares authorized, and 134,287,832 shares issued and outstanding
    1,343       1,343  
 
Premium on common stock
    507       507  
 
Common stock expense
    (44 )     (44 )
 
Retained earnings
    725       675  
 
Accumulated other comprehensive loss
    (3 )     (23 )
 
 
   
     
 
 
    2,528       2,458  
 
 
   
     
 
Total Liabilities and Shareholder’s Equity
  $ 11,201     $ 11,255  
 
 
   
     
 

See Notes to Consolidated Financial Statements (Unaudited)

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

                         
            Nine Months Ended
            September 30
           
            2002   2001
           
 
(in Millions)
               
Operating Activities
               
   
Net Income
  $ 272     $ 124  
   
Adjustments to reconcile net income to net cash from operating activities:
               
     
Depreciation and amortization
    449       498  
     
Merger and restructuring charges
          150  
     
Deferred income taxes
    15       9  
   
Changes in assets and liabilities:
               
       
Accounts receivable, net
    (57 )     (65 )
       
Accrued unbilled receivables
    (39 )     47  
       
Inventories
    25       52  
       
Accounts payable
    (51 )     22  
       
Income taxes payable
    66       55  
       
General taxes
    (28 )     (13 )
       
Risk management and trading activities
    (32 )     33  
       
Other
    (64 )     (163 )
   
 
   
     
 
     
Net cash from operating activities
    556       749  
   
 
   
     
 
Investing Activities
               
   
Plant and equipment expenditures
    (478 )     (503 )
   
Restricted cash for debt redemptions
    32       (114 )
   
Other investments
    (62 )     (135 )
   
 
   
     
 
     
Net cash used for investing activities
    (508 )     (752 )
   
 
   
     
 
Financing Activities
               
   
Issuance of long-term debt
          1,890  
   
Redemption of long-term debt
    (240 )     (861 )
   
Short-term borrowings, net
    224       56  
   
Capital lease obligations
    2       (6 )
   
Repurchase of common stock
          (846 )
   
Dividends on common stock
    (222 )     (232 )
   
 
   
     
 
     
Net cash (used for) from financing activities
    (236 )     1  
   
 
   
     
 
Net Decrease in Cash and Cash Equivalents
    (188 )     (2 )
Cash and Cash Equivalents at Beginning of the Period
    215       24  
   
 
   
     
 
Cash and Cash Equivalents at End of the Period
  $ 27     $ 22  
   
 
   
     
 
Supplementary Cash Flow Information
               
   
Interest paid (excluding interest capitalized)
  $ 271     $ 231  
   
Income taxes paid
    55       80  
Noncash Financing Activity
               
 
Distribution of International Transmission Company to parent
          327  

See Notes to Consolidated Financial Statements (Unaudited)

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

                                                         
                    Premium                   Accumulated        
    Common Stock   On   Common           Other        
   
  Common   Stock   Retained   Comprehensive        
    Shares   Amount   Stock   Expense   Earnings   Loss   Total
   
 
 
 
 
 
 
(Dollars in Millions, Shares in Thousands)
                                                       
Balance, January 1, 2002
    134,288       1,343       507       (44 )   $ 675     $ (23 )   $ 2,458  
 
   
     
     
     
     
     
     
 
Net income
                            272             272  
Dividends declared on common stock
                            (222 )           (222 )
Net change in unrealized losses on derivatives, net of tax
                                  20       20  
 
   
     
     
     
     
     
     
 
Balance, September 30, 2002
    134,288       1,343     $ 507     $ (44 )   $ 725     $ (3 )   $ 2,528  
 
   
     
     
     
     
     
     
 

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

                       
          2002   2001
         
 
(in Millions)
               
Net income
  $ 272     $ 124  
 
   
     
 
Other comprehensive income (loss), net of tax:
               
 
Net unrealized gains (losses) on derivatives:
               
   
Cumulative effect of a change in accounting principle, net of taxes of $6
          13  
   
Losses arising during the year, net of taxes of $3 and $29, respectively
    (5 )     (54 )
     
Amounts reclassified to earnings, net of taxes of $16 and $11, respectively
    25       20  
 
   
     
 
 
Total other comprehensive income (loss)
    20       (21 )
 
   
     
 
Comprehensive income
  $ 292     $ 103  
 
   
     
 

See Notes to Consolidated Financial Statements (Unaudited)

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

NOTE 1 — GENERAL

These consolidated financial statements should be read in conjunction with the notes to consolidated financial statements included in the 2001 Annual Report to the Securities and Exchange Commission on Form 10-K.

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

The consolidated financial statements are unaudited, but in the opinion of the Company’s management, include all adjustments necessary for a fair statement of the results for the interim periods. Financial results for this interim period are not necessarily indicative of results that may be expected for any other interim period or for the fiscal year.

Certain prior year balances have been reclassified to conform to the current year’s presentation.

NOTE 2 — MERGER AND RESTRUCTURING CHARGES

On May 31, 2001, Detroit Edison’s parent company, DTE Energy, completed the acquisition of MCN Energy. Detroit Edison incurred merger-related charges and restructuring charges associated with the acquisition. The merger-related charges of $7 million ($4 million after tax) in the 2001 three-month period and $19 million ($12 million after tax) in the 2001 nine-month period, consisted primarily of system integration, relocation, legal, accounting and consulting costs. Restructuring charges of $2 million ($1 million after tax) in the 2001 three-month period and $165 million ($107 million after tax) in the 2001 nine-month period, were primarily associated with a work force reduction plan. The plan included early retirement incentives along with voluntary separation arrangements for 890 employees, primarily in overlapping corporate support functions. The merger and restructuring costs had the effect of decreasing Detroit Edison’s earnings by $9 million ($5 million after tax) and $184 million ($119 million after tax) for the 2001 three- and nine-month periods, respectively.

NOTE 3 — REGULATORY MATTERS

Electric Industry Restructuring

As required by 2000 Public Act (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 actual 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 stranded costs in 2000 and consequently established a zero net stranded cost transition charge for billing purposes in 2002. The MPSC

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Notes to Consolidated Financial Statements (Unaudited)

authorized Detroit Edison to establish a regulatory asset to defer recovery of its incurred stranded costs after 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 and maintained an additional credit on bills equivalent to the 5% rate reduction benefiting full service customers, both funded by savings derived from securitization. The December 2001 order when combined with lower wholesale power prices has encouraged additional customer participation in the electric Customer Choice program and has resulted in the loss of margins attributable to generation services. In May 2002, the MPSC denied Detroit Edison’s request for rehearing and clarification. 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.

In May 2002, Detroit Edison submitted its 2002 net stranded cost filing with the MPSC. The filing provides refinements to the MPSC Staff’s calculation of net stranded costs that was adopted in the December 2001 order, seeks more timely recovery of net stranded costs, and addresses issues raised by the continuation of securitization offsets and rate reduction equalization credits. Detroit Edison’s filing supports the following conclusions: (i) Detroit Edison had no net stranded costs in 2000 and $13 million of recoverable net stranded costs attributable to electric Customer Choice in 2001; (ii) Detroit Edison requested recovery of 2001 net stranded costs through the use of excess residual securitization savings; (iii) Detroit Edison expects to incur additional net stranded costs in 2002 and 2003 as a result of increased electric Customer Choice participation; and (iv) recommended that a pro-forma or forward looking transition charge be approved for billing during the remainder of 2002 and for 2003 to eliminate the time lag between the occurrence and recovery of net stranded costs inherent in the methodology approved in the December 2001 order. In November 2002, the MPSC Staff and other interveners submitted their 2002 net stranded cost filings. Detroit Edison expects to record 2002 net stranded costs as a regulatory asset with the offsetting entry reducing expense in the fourth quarter of 2002.

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

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

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Notes to Consolidated Financial Statements (Unaudited)

Other

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

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

NOTE 4 — CONTINGENCIES

Personal Property Taxes

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

Other

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

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Notes to Consolidated Financial Statements (Unaudited)

NOTE 5 — LONG-TERM DEBT

On October 23, 2002, Detroit Edison issued $450 million of its senior notes ($225 million due 2012 at 5.20% and $225 million due 2032 at 6.35%). These notes are collateralized by Detroit Edison’s General and Refunding Mortgage Bonds.

Substantially all of the net utility property of Detroit Edison is subject to the lien of a Mortgage and Deed of Trust (Mortgage). Should Detroit Edison fail to timely pay its indebtedness under the Mortgage, such failure will create cross defaults in substantially all of Detroit Edison’s indebtedness.

NOTE 6 — SHORT TERM CREDIT ARRANGEMENTS AND BORROWINGS

On October 25, 2002, Detroit Edison entered into a $135 million, 364-day revolving credit facility and a $65 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 Edison’s commercial paper program up to $200 million in amount. 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 — NEW ACCOUNTING PRONOUNCEMENTS

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

In connection with the adoption of SFAS No. 142, Detroit Edison also reassessed the useful lives and the classification of identifiable intangible assets and determined that they continue to be appropriate. Detroit Edison’s intangible assets consist primarily of software and are subject to amortization. Intangible assets amortization expense was approximately $9 million and $27 million in the third quarter and nine-month period, respectively, compared with approximately $10 million and $29 million for the comparable 2001 periods. There were no material acquisitions of intangible assets during the 2002 nine-month period. The gross carrying amount and accumulated amortization of intangible assets at September 30, 2002 were $346 million and $261 million, respectively. Amortization expense of intangible assets is estimated to be $36 million annually for 2002 through 2006.

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

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Notes to Consolidated Financial Statements (Unaudited)

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

NOTE 8 — SEGMENT INFORMATION

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

                                   
      Three Months Ended   Nine Months Ended
      September 30   September 30
     
 
      2002   2001   2002   2001
     
 
 
 
(in Millions)
                               
Operating Revenues
                               
Energy Resources
  $ 784     $ 766     $ 2,052     $ 2,172  
Energy Distribution
    416       355       1,040       965  
 
   
     
     
     
 
 
Total
  $ 1,200     $ 1,121     $ 3,092     $ 3,137  
 
   
     
     
     
 
Net Income
                               
Energy Resources
  $ 38     $ 30     $ 150     $ 120  
Energy Distribution
    67       63       122       123  
 
   
     
     
     
 
 
    105       93       272       243  
 
   
     
     
     
 
Merger and Restructuring Charges, net of tax
          (5 )           (119 )
 
   
     
     
     
 
 
Total
  $ 105     $ 88     $ 272     $ 124  
 
   
     
     
     
 

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INDEPENDENT ACCOUNTANTS’ REPORT

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

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

We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to such condensed consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated statement of financial position of The Detroit Edison Company and subsidiaries as of December 31, 2001, and the related consolidated statements of operations, cash flows and changes in shareholder’s equity for the year then ended (not presented herein); and in our report dated February 26, 2002 (September 17, 2002 as to Note 16), we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated statement of financial position as of December 31, 2001 is fairly stated, in all material respects, in relation to the consolidated statement of financial position from which it has been derived.

/s/ DELOITTE & TOUCHE LLP
 
Detroit, Michigan
November 4, 2002

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Exhibits and Reports on Form 8-K

(a)   Exhibits.

     
Exhibit    
Number   Description

 
4-230   Supplemental Indenture dated as of October 15, 2002, establishing the 2002 Series A and 2002 Series B Mortgage Bonds.
     
4-231   Tenth Supplemental Indenture, dated as of October 23, 2002, establishing the 5.20% Senior Notes due 2012 and 6.35% Senior Notes due 2032.
     
15-22   Awareness Letter of Deloitte & Touche LLP.
     
99-3   364-Day Credit Agreement dated as of October 25, 2002 ($135 million).
     
99-4   Three-Year Credit Agreement dated as of October 25, 2002 ($65 million).
     
99-5   Chief Executive Officer Certification of Periodic Report.
     
99-6   Chief Financial Officer Certification of Periodic Report.

(b)   Reports on Form 8-K.

On September 20, 2002, Detroit Edison filed a Report on Form 8-K, dated September 17, 2002, containing updated information as of year-end 2001 with respect to its two reporting segments.

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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: November 13, 2002   By:   /s/ DANIEL G. BRUDZYNSKI
       
        Daniel G. Brudzynski
Chief Accounting Officer,
Vice President and Controller

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FORM 10-Q CERTIFICATION

I, Anthony F. Earley, Jr., Chairman, President, Chief Executive and Chief Operating Officer of The Detroit Edison Company, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of The Detroit Edison Company;
 
2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
 
4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

  (a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
 
  (b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
 
  (c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

  (a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
 
  (b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.   The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

         
  /s/ ANTHONY F. EARLEY, JR.
Anthony F. Earley, Jr.
Chairman, President, Chief Executive and
Chief Operating Officer of
The Detroit Edison Company
    Date: November 13, 2002

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FORM 10-Q CERTIFICATION

I, David E. Meador, Senior Vice President and Chief Financial Officer of The Detroit Edison Company, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of The Detroit Edison Company;
 
2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
 
4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

  (a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
 
  (b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
 
  (c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

  (a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
 
  (b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.   The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

         
  /s/ DAVID E. MEADOR
David E. Meador
Senior Vice President and
Chief Financial Officer of
The Detroit Edison Company
    Date: November 13, 2002

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

Exhibit Index

     
Exhibit    
Number   Description

 
4-230   Supplemental Indenture dated as of October 15, 2002, establishing the 2002 Series A and 2002 Series B Mortgage Bonds
4-231   Tenth Supplemental Indenture, dated as of October 23, 2002, establishing the 5.20% Senior Notes due 2012 and 6.35% Senior Notes due 2032
15.22   Awareness Letter of Deloitte & Touché
99.3   364-Day Credit Agreement dated as of October 25, 2002 ($135 million)
99.4   Three-Year Credit Agreement dated as of October 25, 2002 ($65 million)
99.5   Chief Executive Officer Certification of Periodic Report
99.6   Chief Financial Officer Certification of Periodic Report