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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 Quarterly Period ended June 30, 2004

Commission file number 1-11607

DTE ENERGY COMPANY

(Exact name of registrant as specified in its charter)
     
Michigan
(State or other jurisdiction of
incorporation or organization)
  38-3217752
(I.R.S. Employer
Identification No.)
     
2000 2nd Avenue, Detroit, Michigan
(Address of principal executive offices)
  48226-1279
(Zip Code)

313-235-4000
(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 (Exchange Act) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X No __

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes X No __

At June 30, 2004, 173,728,563 shares of DTE Energy’s Common Stock, substantially all held by non-affiliates, were outstanding.



 


DTE Energy Company

Quarterly Report on Form 10-Q
Quarter Ended June 30, 2004

Table of Contents

         
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Part I – Financial Information
       
Item 1. Financial Statements
       
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 Bylaws of DTE Energy Company As Amended Through April 29, 2004
 Supplemental Indenture Dated As Of June 1, 2004
 Amended & Restated Trust Agmt. of DTE Energy Trust II Dated as of June 1, 2004
 Supplemental Indenture Dated as of June 1, 2004
 Two-Year Credit Agreement Dated as of May 7, 2004
 Awareness Letter of Deloitte & Touche LLP
 Chief Executive Officer Section 302 Form 10-Q Certification
 Chief Financial Officer Section 302 Form 10-Q Certification
 Chief Executive Officer Section 906 Certification of Periodic Report
 Chief Financial Officer Section 906 Certification of Periodic Report

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DEFINITIONS

     
Company
  DTE Energy Company and subsidiary companies
 
   
Customer Choice
  Statewide initiatives giving customers in Michigan the option to choose alternative suppliers for electricity and gas.
 
   
Detroit Edison
  The Detroit Edison Company (a direct wholly owned subsidiary of DTE Energy Company) and subsidiary companies
 
   
DTE Energy
  DTE Energy Company, directly or indirectly the parent of Detroit Edison and MichCon
 
   
FERC
  Federal Energy Regulatory Commission
 
   
GCR
  A gas cost recovery mechanism authorized by the MPSC that was reinstated by MichCon in January 2002, permitting MichCon to pass the cost of natural gas to its customers.
 
   
ITC
  International Transmission Company (until February 28, 2003, a wholly owned subsidiary of DTE Energy Company)
 
   
MichCon
  Michigan Consolidated Gas Company (an indirect wholly owned subsidiary of DTE Energy) and subsidiary companies
 
   
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 electric expenses. The clause was suspended pursuant to Michigan’s 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.
 
   
Section 29 Tax Credits
  Tax credits authorized under Section 29 of the Internal Revenue Code that are designed to stimulate investment in and development of alternate fuel sources.
 
   
SFAS
  Statement of Financial Accounting Standards
 
   
Stranded Costs
  Costs incurred by utilities in order to serve customers in a regulated environment that are not expected to be recoverable if customers switch to alternative suppliers of electricity and gas.
 
   
Synfuels
  The fuel produced through a process involving chemically modifying and binding particles of coal. Synfuels are used for power generation and coke production. Synfuel production generates Section 29 tax credits.

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Units of Measurement

     
Bcf
  Billion cubic feet of gas
 
   
Bcfe.
  Conversion metric of natural gas, the ratio as defined by the Securities and Exchange Commission of 6 Mcf of gas to 1 barrel of oil.
 
   
gWh
  Gigawatthour of electricity
 
   
kWh
  Kilowatthour of electricity
 
   
Mcf
  Thousand cubic feet of gas
 
   
MMcf
  Million cubic feet of gas
 
   
MW
  Megawatt of electricity
 
   
MWh
  Megawatthour of electricity

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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;
 
  the ability to utilize Section 29 tax credits and/or sell interests in facilities producing such credits;
 
  implementation of electric and gas Customer Choice programs;
 
  impact of electric and gas 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, purchased power and natural gas;
 
  effects of competition;
 
  impacts of regulations by FERC, MPSC, NRC and other applicable governmental proceedings and regulations;
 
  contributions to earnings by non-regulated businesses;
 
  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; 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 the Company.

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.

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DTE Energy Company

Management’s Discussion and Analysis
of Financial Condition and Results of Operations

OVERVIEW

DTE Energy is a diversified energy company with approximately $7 billion in revenues in 2003, and approximately $21 billion in assets at December 31, 2003. We are the parent company of Detroit Edison and MichCon, regulated electric and gas utilities engaged primarily in the business of providing electricity and natural gas sales and distribution services throughout southeastern Michigan. Additionally, we have numerous non-regulated subsidiaries involved in energy-related businesses predominantly in the Midwest and eastern U.S.

The majority of our earnings is derived from utility operations and our synthetic fuel business, which qualifies for Section 29 tax credits. Earnings in the 2004 second quarter were $35 million, or $.20 per diluted share, compared to losses in the 2003 second quarter of $39 million, or $.23 per diluted share. For the 2004 six-month period, our earnings were $225 million, or $1.31 per diluted share, compared to earnings of $116 million, or $.69 per diluted share, for the same 2003 period.

As discussed in the “RESULTS OF OPERATIONS” section that follows, the comparability of earnings in the six-month period was significantly impacted by discontinued businesses in 2003 and the adoption of new accounting rules. Excluding discontinued operations and the cumulative effect of accounting changes, earnings from continuing operations in the 2004 six-month period were $232 million, or $1.35 per diluted share, compared to earnings of $71 million, or $.42 per diluted share, for the same 2003 period. The significant improvement in income for both periods reflects increased contributions from our non-regulated businesses. Reduced contributions from our regulated businesses have affected the comparison. Significant items that influenced our 2004 financial performance and/or may affect future results are:

  Lost revenues from electric Customer Choice penetration;

  Proposed Michigan legislation to address electric Customer Choice issues;

  An interim electric rate order increasing earnings;

  Increased uncollectable utility accounts receivables;

  Lower synfuel-related earnings;

  Gains and losses; and

  Effective tax rate adjustments.

Electric Customer Choice Program - Detroit Edison’s rates are regulated by the Michigan Public Service Commission (MPSC), while alternative suppliers can charge market-based rates. This regulation has hindered Detroit Edison’s ability to retain customers. In addition, the MPSC has maintained regulated rates for certain groups of customers that exceed the cost of service to those customers. This has resulted in high levels of participation in the electric Customer Choice program by those customers that have the highest price relative to their cost of service. As a result, we have continued to lose sales. Lost margins and electricity volumes associated with electric Customer Choice were approximately $59 million and 2,480 gigawatthours (gWh) in the 2004 second quarter and approximately $109 million and 4,622 gWh in the 2004 six-month period. This compares with lost electric Customer Choice margins and volumes of approximately $25 million and 1,844 gWh in the 2003 second quarter and $45 million and 3,051 gWh in the 2003 six-month period. Partially offsetting the impact of lost margins on income, we recorded regulatory assets of approximately $18 million and $43 million in the 2004 second quarter and six-month period, respectively, and $6 million and $12 million in the 2003 second quarter and six-month period. The regulatory assets represent an estimate of stranded costs that we believe are recoverable under existing Michigan legislation and MPSC orders. There are a number of variables and estimates that

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impact the level of recoverable stranded costs, including weather, sales mix and wholesale electric prices. As a result, our estimate of stranded costs could increase or decrease. The actual amount of stranded costs to be recovered and the timing of recovery will ultimately be determined by the MPSC.

In February 2004, the MPSC authorized an interim electric rate increase that recognized a revenue deficiency for lost electric Customer Choice revenues, and eliminated transition credits and implemented a transition charge for electric Customer Choice customers. Although the interim order has stabilized electric Customer Choice sales volumes, current regulation continues to hinder our ability to retain customers. In Detroit Edison’s June 2003 electric rate filing, we addressed numerous issues with the electric Customer Choice program, including stranded costs. The continued delay in addressing the structural problems of the electric Customer Choice program and the timely and full recovery of stranded costs, unfavorably impacts earnings and cash flow. See Note 5 for a further discussion of the electric Customer Choice program and the MPSC interim rate order.

Proposed Michigan Legislation - We are pursuing a legislative solution in addressing the structural issues associated with the electric Customer Choice program. On July 1, 2004, a package of six bills was introduced in the Michigan Senate to address unintended consequences of Public Act (PA) 141, Michigan legislation enacted in 2000 that began the restructuring of the electric utility industry in Michigan. We believe that this legislation would address a number of the most important issues in the Michigan electric sector. The proposed legislation:

  requires mandatory reliability standards and sets a minimum annual 15 percent power reserve margin for all utilities and alternative energy suppliers;
 
  requires financial adequacy standards for all alternative energy suppliers;
 
  protects against rate shock by requiring a move to full cost of service for all electric customer classes over a 10-year period;
 
  allows current electric Customer Choice customers to return to utility service at regulated rates until December 31, 2005, and at market rates thereafter;
 
  separates generation, transmission and distribution charges on electric customers’ bills;
 
  establishes a low-income energy assistance surcharge to all customers receiving distribution service from an electric or gas utility;
 
  establishes a lower special rate for public and private K-12 schools;
 
  clarifies that environmental compliance costs can be securitized; and
 
  authorizes an environmental recovery surcharge applicable to all electric customers, to recover the costs of government-mandated pollution control measures.

The Michigan Senate Technology and Energy Committee is scheduled to hold hearings beginning in August 2004 in an effort to build consensus among Michigan’s electric utilities, alternative energy suppliers, and customer groups.

Electric Interim Rate Order - Under PA 141, electric rates for all residential, commercial and industrial customers were frozen through 2003. The legislation also capped rates for residential customers through 2005, and for small commercial and industrial customers through 2004. The rate freeze and caps apply to base rates as well as rates designed to recover fuel and purchased power costs. Historically, fuel and purchased power costs have been a pass-through under the power supply cost recovery (PSCR) mechanism.

In June 2003, Detroit Edison filed an application with the MPSC for: 1) an increase in retail electric rates of $427 million annually, 2) the resumption of the PSCR mechanism, and 3) the recovery of net stranded and other costs as permitted under Michigan legislation. Detroit Edison received an interim order in this rate case authorizing an increase in base rates of $248 million annually, effective February 21, 2004, and is applicable to all customers not subject to the rate cap. The order also terminated certain transition credits and authorized transition charges to Choice customers designed to result in $30 million in

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additional revenues. Additionally, the interim order reaffirmed the resumption of the PSCR mechanism for both capped and uncapped customers, effective January 1, 2004, which is expected to reduce PSCR revenues by $126 million annually. However, the interim order allowed Detroit Edison to increase base rates for customers still subject to the cap in an equal and offsetting amount with the change in the PSCR factor to maintain the total capped rate levels in effect for these customers.

As a result of rate caps, the different effective dates of the interim base rate increase, transition charges and the PSCR mechanism, and other factors, the interim rate order increased revenues in the 2004 second quarter by $16 million and decreased revenues in the 2004 six-month period by $1 million. Additionally, because of these factors, the interim order was only designed to increase revenues by $51 million in 2004 (Note 5). A final order from the MPSC is expected in September 2004.

                 
    Quarter   Six Months
    Ended   Ended
    June 30   June 30
Effect of Interim Rate Order
(in Millions)
  2004
  2004
Base Rate Increase and Transition Charges - effective February 21, 2004
  $ 45     $ 58  
PSCR Reduction — effective January 1, 2004.
    (29 )     (59 )
 
   
 
     
 
 
Revenue Increase (Decrease)
  $ 16     $ (1 )
 
   
 
     
 
 
Net Income Increase (Decrease)
  $ 10     $ (1 )
 
   
 
     
 
 

Uncollectable Utility Accounts Receivables – Both our utilities continue to experience high levels of past due receivables, especially within our Energy Gas operations. The increase is attributable to economic conditions, high natural gas prices and the lack of adequate levels of assistance for low-income customers. As a result of these factors, our allowance for doubtful accounts expense for the two utilities increased to $61 million in the 2004 six-month period compared to $32 million for the corresponding 2003 period. We are taking aggressive actions to reduce the level of past due receivables, including customer disconnections, contracting with collection agencies and working with the State of Michigan and others to increase the share of low-income funding allocated to our customers.

Synthetic Fuel Operations - We operate nine synthetic fuel production plants at eight locations. Majority interests in seven of the nine plants, representing 81 percent of the plants’ production capacity, have been sold since 2002. Synfuel facilities chemically change coal, including waste and marginal coal, into a synthetic fuel as determined under applicable Internal Revenue Service rules. Section 29 of the Internal Revenue Code provides tax credits for the production and sale of solid synthetic fuel produced from coal. Synfuel-related tax credits expire in December 2007.

Operating expenses associated with synfuel projects exceed operating revenues and therefore generate operating losses, which are more than offset by the resulting Section 29 tax credits. In order to utilize qualifying Section 29 tax credits, a taxpayer must have sufficient taxable income, or the tax credits are carried forward to future years. We have not had sufficient taxable income to fully utilize tax credits earned in prior periods. As of December 2003, we had nearly $500 million in tax credit carry-forwards. In order to optimize income and cash flow from our synfuel operations, we intend to sell majority interests in all of our remaining synfuel plants during 2004. When we sell an interest in a synfuel facility, we recognize the gain from such sale under the installment method of accounting. Gain recognition is dependent on the synfuel production qualifying for Section 29 tax credits. In substance, we are receiving installment gains and

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reduced operating losses in exchange for tax credits. Sales of interests in synfuel projects allow us to accelerate cash flow while maintaining a stable income base.

Earnings from our synfuel operations totaled $56 million and $96 million in the 2004 second quarter and six-month period, respectively, compared to earnings of $70 million and $123 million in the same 2003 periods. The decline in earnings is due to lower synfuel production reflecting our strategy of producing synfuel primarily from plants in which we have sold interests.

Gains and Losses - During the 2004 six-month period, we recorded gains and losses associated with the following transactions.

  Transportation and gas exchange (storage) agreements - During the 2004 first quarter, we modified our future purchase commitments under a transportation agreement and terminated a related long-term gas exchange (storage) agreement with an interstate pipeline company. The agreements were at rates that were not reflective of current market conditions and had been fair valued under U.S. generally accepted accounting principles. The fair value net liability totaling approximately $75 million as of December 31, 2003, was being amortized to income through 2016, the life of the related agreements. As a result of the contract modification and termination, we recorded an adjustment to the net liability, increasing earnings in the 2004 first quarter by $48 million, net of taxes.
 
  Energy technology investments - As part of our energy technology strategy, we invest in a portfolio of energy technology companies that facilitate the creation of new businesses and expand growth opportunities for existing DTE Energy businesses. Since 1997 we have held an investment in Plug Power Inc., a company that designs and develops on-site electric fuel cell power generation systems. During May 2004, we sold 3.5 million shares of the 14.1 million shares of Plug Power stock owned as part of our renewed focus on cost management and cash generation. The sale generated $27 million in cash and increased earnings in the 2004 second quarter by $14 million, net of taxes.
 
    We also assessed the fair value of other technology investments in our portfolio. The assessment concluded there were “other than temporary” declines in fair value of the investments based on loan defaults and other factors. As a result of the assessment, we recorded an impairment expense in the 2004 second quarter that reduced earnings by $8 million, net of taxes.
 
  On-site energy project - Our Energy Services segment owns and/or operates numerous on-site facilities, including those that deliver utility services to industrial, commercial and institutional customers. During May 2004, we formed a utility services company that acquired utility-related assets from a large automotive company and entered into a long-term agreement to provide utility and energy conservation services to the company. In the 2004 second quarter, we recorded a $6 million after tax fee that was generated in conjunction with developing the energy project and selling a 50% interest in the project to an unaffiliated partner.

Effective Tax Rate Adjustments - Under generally accepted accounting principles, we are required to adjust our effective tax rate each quarter to be consistent with the estimated annual effective tax rate. The quarterly adjustment at the DTE Energy corporate segment had the effect of increasing income tax expense by $4 million and $10 million in the 2004 second quarter and six-month period, respectively, and increasing income tax expense by $107 million and $152 million in the comparable 2003 periods. Fluctuations in estimated annual earnings and Section 29 tax credits were the primary variables that resulted in the larger adjustments. Annual results are not affected by the quarterly effective tax rate adjustments.

Outlook - We are facing many challenges in 2004 to achieve earnings and cash flow objectives while protecting a strong balance sheet. Our financial performance over the short term will be dependent on

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preserving healthy electric and gas utilities, selling majority interests in the remaining synthetic fuel projects and continuing to grow our non-regulated businesses in a prudent manner.

Remedying the structural issues of the electric Customer Choice program in Michigan is a key priority for the Company. These issues must be corrected to prevent the continued migration of customers to the electric Customer Choice program based on false market signals. The potential implications of the electric Customer Choice program to remaining customers over the longer term could be significantly higher electricity rates.

The timing and ultimate amount of final rate relief granted in the current electric and gas rate cases will affect our financial performance and customer service levels. Cash flow and earnings from our utilities will remain under pressure until adequate rate relief is granted. In the interim, we remain focused on good cash management and a healthy balance sheet.

We are aggressively pursuing the sales of majority interests in all of our remaining synthetic fuel projects in 2004. These sales, in addition to previously completed sales, are expected to provide over a $300 million boost to our cash flow in 2004. The availability of qualified buyers and the timing of these sales will impact this financial outcome. In addition, we are continuing development activities intended to grow our non-regulated businesses in areas such as waste coal recovery, on-site energy project development, and unconventional gas recovery. Due to the regulatory uncertainties over the short term, we remain disciplined and conservative in our pursuit of incremental growth investments.

RESULTS OF OPERATIONS

Our earnings in the 2004 second quarter were $35 million, or $.20 per diluted share, compared to losses in the 2003 second quarter of $39 million, or $.23 per diluted share. For the 2004 six-month period, our earnings were $225 million, or $1.31 per diluted share, compared to earnings of $116 million, or $.69 per diluted share, for the same 2003 period. As subsequently discussed, the comparability of earnings was impacted by our two discontinued businesses, International Transmission Company and Southern Missouri Gas Company, and the adoption of two new accounting rules in the 2003 first quarter. Excluding discontinued operations and the cumulative effect of accounting changes, our earnings from continuing operations in the 2004 second quarter were $35 million, or $.20 per diluted share, compared to losses in the 2003 second quarter of $37 million, or $.22 per diluted share. For the 2004 six-month period, our earnings from continuing operations were $232 million, or $1.35 per diluted share, compared to earnings of $71 million, or $.42 per diluted share, for the same 2003 period. As subsequently discussed, earnings were affected by lost margins under the Customer Choice program, an electric interim rate order, increased uncollectable accounts receivables, lower synfuel production, gains and losses, and effective tax rate adjustments. The following sections provide a detailed discussion of our segments, operating performance and future outlook.

Segment Performance & Outlook - We operate our businesses through three strategic business units (Energy Resources, Energy Distribution and Energy Gas). Each business unit has regulated and non-regulated operations. The balance of our business consists of Corporate & Other. Based on this structure, we set strategic goals, allocate resources and evaluate performance. This results in the following reportable segments.

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    Three Months Ended   Six Months Ended
    June 30
  June 30
(in Millions)   2004
  2003
  2004
  2003
Net Income (Loss)
                               
Energy Resources
                               
Regulated – Power Generation
  $ 1     $ 46     $ 17     $ 71  
 
   
 
     
 
     
 
     
 
 
Non-regulated
                               
Energy Services
    56       76       94       127  
Energy Marketing & Trading
    (7 )     (15 )     50       29  
Other
          1       (2 )     1  
 
   
 
     
 
     
 
     
 
 
Total Non-regulated
    49       62       142       157  
 
   
 
     
 
     
 
     
 
 
 
    50       108       159       228  
 
   
 
     
 
     
 
     
 
 
Energy Distribution
                               
Regulated – Power Distribution
    7       (16 )     35       (20 )
Non-regulated
    (8 )     (5 )     (11 )     (9 )
 
   
 
     
 
     
 
     
 
 
 
    (1 )     (21 )     24       (29 )
 
   
 
     
 
     
 
     
 
 
Energy Gas
                               
Regulated – Gas Distribution
    (38 )     (8 )     33       51  
Non-regulated
    5       6       9       14  
 
   
 
     
 
     
 
     
 
 
 
    (33 )     (2 )     42       65  
 
   
 
     
 
     
 
     
 
 
Corporate & Other
    19       (122 )     7       (193 )
 
   
 
     
 
     
 
     
 
 
Income (Loss) from Continuing Operations
                               
Regulated
    (30 )     22       85       102  
Non-regulated (1)
    65       (59 )     147       (31 )
 
   
 
     
 
     
 
     
 
 
 
    35       (37 )     232       71  
 
   
 
     
 
     
 
     
 
 
Discontinued Operations
          (2 )     (7 )     72  
Cumulative Effect of Accounting Changes
                      (27 )
 
   
 
     
 
     
 
     
 
 
Net Income (Loss)
  $ 35     $ (39 )   $ 225     $ 116  
 
   
 
     
 
     
 
     
 
 
Diluted Earnings (Loss) per Share
                               
Regulated
  $ (.17 )   $ .13     $ .49     $ .61  
Non-regulated (1)
    .37       (.35 )     .86       (.19 )
 
   
 
     
 
     
 
     
 
 
Income from Continuing Operations
    .20       (.22 )     1.35       .42  
Discontinued Operations
          (.01 )     (.04 )     .43  
Cumulative Effect of Accounting Changes
                      (.16 )
 
   
 
     
 
     
 
     
 
 
Net Income (Loss)
  $ .20     $ (.23 )   $ 1.31     $ .69  
 
   
 
     
 
     
 
     
 
 

(1)   Includes Corporate & Other.

ENERGY RESOURCES

Power Generation — Regulated

The power generation plants of Detroit Edison comprise our regulated power generation business. Detroit Edison’s 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.

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Factors impacting income: Power Generation earnings declined $45 million during the 2004 second quarter and $54 million in the 2004 six-month period. As subsequently discussed, these results primarily reflect reduced gross margins, partially offset by the recording of higher regulatory assets, which affected depreciation and amortization expenses.

                                 
    Three Months Ended   Six Months Ended
    June 30
  June 30
(in Millions)   2004
  2003
  2004
  2003
Operating Revenues
  $ 508     $ 589     $ 1,059     $ 1,206  
Fuel and Purchased Power
    199       224       409       465  
 
   
 
     
 
     
 
     
 
 
Gross Margin
    309       365       650       741  
Operation and Maintenance
    165       158       347       341  
Depreciation and Amortization
    61       61       111       134  
Taxes other than Income
    37       38       76       81  
 
   
 
     
 
     
 
     
 
 
Operating Income
    46       108       116       185  
Other (Income) and Deductions
    45       37       91       77  
Income Tax Provision
          25       8       37  
 
   
 
     
 
     
 
     
 
 
Net Income
  $ 1     $ 46     $ 17     $ 71  
 
   
 
     
 
     
 
     
 
 
Operating Income as a Percent of Operating Revenues
    9 %     18 %     11 %     15 %

Gross margins declined $56 million during the 2004 second quarter and $91 million in the 2004 six-month period due primarily to lost margins from retail customers choosing to purchase power from alternative suppliers under the electric Customer Choice program. Detroit Edison lost 18% of retail sales in the first half of 2004, compared to 12% of such sales during the same 2003 period as a result of Customer Choice penetration. The decline in margins is also due to a revision of estimate in the 2004 second quarter in the level of sales lost to electric Customer Choice. Sales lost under the electric Customer Choice program are estimated each month and are finalized in subsequent months when actual data is available. Variances between estimated and actual lost electric Customer Choice sales directly impact the accrual of unbilled sales to full service customers. Electric Customer Choice sales adjustments in the 2004 second quarter had the effect of increasing Customer Choice-related lost sales, thereby reducing unbilled sales by $19 million. The adjustment also reduced sales within Energy Distribution’s Power Distribution – Regulated segment.

The loss of retail sales under the electric Customer Choice program also results in lower purchase power requirements, as well as excess power capacity that is sold in the wholesale market. Under the interim order previously discussed, revenues from selling excess power reduce the level of recoverable fuel and purchased power costs and therefore do not impact margins. The interim rate order also lowered PSCR revenues which were more than offset by increased base rate and transition charge revenues, resulting in an increase in margins in the 2004 second quarter. However, as a result of rate caps and the different effective dates of rate adjustments previously discussed, the interim order resulted in a decrease in margins in the 2004 six-month period. Weather during 2004 was warmer than in 2003, resulting in increased margins from retail customers of $11 million in the 2004 second quarter and $3 million in the 2004 six-month period. Operating revenues and fuel and purchased power costs decreased in 2004 compared to 2003 reflecting a $1.97 per megawatt hour (MWh) (12%) decline in fuel and purchased power costs during the current quarter and a $2.16 per MWh (13%) decline during the six-month period. Fuel and purchased power costs are a pass-through with the reinstatement of the PSCR, and therefore do not affect margins or earnings. The decrease in fuel and purchased power costs is attributable to lower priced purchases and using a more favorable power supply mix. The favorable mix is due to lower purchases, driven by lost sales under the electric Customer Choice program.

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    Three Months Ended   Six Months Ended
    June 30
  June 30
    2004
  2003
  2004
  2003
Electric Sales
(in Thousands of MWh)
                               
Retail
    9,434       10,427       19,857       21,602  
Wholesale and Other
    1,578       1,170       3,764       2,446  
 
   
 
     
 
     
 
     
 
 
 
    11,012       11,597       23,621       24,048  
 
   
 
     
 
     
 
     
 
 
Power Generated and Purchased
(in Thousands of MWh)
                               
Power Plant Generation
                               
Fossil
    8,507       9,207       18,291       18,341  
Nuclear
    2,409       1,301       4,817       3,549  
 
   
 
     
 
     
 
     
 
 
 
    10,916       10,508       23,108       21,890  
Purchased Power
    1,226       1,843       2,424       3,731  
 
   
 
     
 
     
 
     
 
 
System Output
    12,142       12,351       25,532       25,621  
 
   
 
     
 
     
 
     
 
 
Average Unit Cost ($/MWh)
                               
Generation (1)
  $ 12.68     $ 13.56     $ 12.78     $ 13.42  
 
   
 
     
 
     
 
     
 
 
Purchased Power (2)
  $ 34.04     $ 35.26     $ 34.29     $ 34.48  
 
   
 
     
 
     
 
     
 
 
Overall Average Unit Cost
  $ 14.83     $ 16.80     $ 14.84     $ 17.00  
 
   
 
     
 
     
 
     
 
 

(1)   Represents fuel costs associated with power plants.

(2)   The average purchased power amounts include hedging activities.

Depreciation and amortization expense was unchanged in the 2004 second quarter and decreased $23 million in the 2004 six-month period. Depreciation and amortization expense was affected by increased charges resulting from generation-related capital expenditures. These expenses were also affected by the income effect of recording regulatory assets totaling $22 million and $57 million in the 2004 second quarter and six-month period, respectively, compared to $21 million and $40 million in the same 2003 periods. The regulatory assets represent the deferral of net stranded costs and other costs we believe are recoverable under Public Act 141.

Other income and deductions expense increased $8 million in the 2004 second quarter and $14 million in the 2004 six-month period, reflecting expenses associated with addressing the structural issues of PA 141. The increase also reflects costs of performing other non-operating activities.

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 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 adversely affected by the electric Customer Choice program until the inequities associated with this program are addressed. We will accrue as regulatory assets our unrecovered generation-related fixed costs due to electric Customer Choice that we believe are recoverable under Michigan legislation and MPSC orders. We have addressed the issue of stranded costs in our June 2003 electric rate filing and are also supporting the proposed legislative solution. Additionally, we requested an increase in retail electric rates of $427 million annually to recover higher operating costs. The actual timing and level of recovering stranded and operating costs will ultimately be determined by the MPSC or legislation. We cannot predict the outcome of these matters. See Note 5 – Regulatory Matters.

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Energy Services

Energy Services is comprised of Coal-Based Fuels, On-Site Energy Projects and non-regulated Power Generation. Coal-Based Fuels operations include producing synthetic fuel from nine synfuel plants and producing coke from three coke batteries. The production of synthetic fuel from all of our synfuel plants and the production of coke from one of our coke batteries generate tax credits under Section 29 of the Internal Revenue Code. On-Site Energy Projects include pulverized coal injection, power generation, steam production, chilled water production, wastewater treatment and compressed air supply. Power Generation owns and operates four gas-fired peaking electric generating plants, and manages and operates two additional gas-fired power plants under contract. Additionally, Power Generation develops, operates and potentially acquires gas and coal-fired generation.

Factors impacting income: Energy Services earnings decreased $20 million in the 2004 second quarter and $33 million during the 2004 six-month period. The decline in earnings in both periods is due to lower synfuel production and a higher level of capacity sold. The comparison was also affected by a $19 million after tax gain in the 2003 second quarter from terminating a tolling agreement at one of our non-regulated power generation facilities. Partially offsetting the declines was a $6 million after tax fee recorded in the 2004 second quarter. The fee was generated in conjunction with developing an energy project and selling a 50% interest in the project to an unaffiliated partner.