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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 March 31, 2003

Commission file number 1-11607

DTE ENERGY COMPANY

(Exact name of registrant as specified in its charter)
     
Michigan   38-3217752
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
     
2000 2nd Avenue, Detroit, Michigan   48226-1279
(Address of principal executive offices)   (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 April 30, 2003, 167,974,053 shares of DTE Energy’s Common Stock, substantially all held by non-affiliates, were outstanding.



 


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DTE ENERGY COMPANY

QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED MARCH 31, 2003

TABLE OF CONTENTS

             
        Page
       
DEFINITIONS
    3  
FORWARD-LOOKING STATEMENTS
    5  
PART I – FINANCIAL INFORMATION
       
 
Item 1. Financial Statements
       
   
Consolidated Statement of Operations
    18  
   
Consolidated Statement of Financial Position
    19  
   
Consolidated Statement of Cash Flows
    21  
   
Consolidated Statement of Changes in Shareholders’ Equity and Comprehensive Income
    22  
   
Notes to Consolidated Financial Statements
    23  
   
Independent Accountants’ Report
    39  
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
    6  
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk
    16  
 
Item 4. Controls and Procedures
    17  
PART II – OTHER INFORMATION
       
 
Item 6. Exhibits and Reports on Form 8-K
    40  
SIGNATURE
    41  
CERTIFICATIONS
    42  

 


TABLE OF CONTENTS

DEFINITIONS
FORWARD-LOOKING STATEMENTS
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
PART 1—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 Shareholders’ Equity and Comprehensive Income
Notes to Consolidated Financial Statements
Independent Accountants’ Report
PART II—OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
CERTIFICATIONS
Supplemental Indenture
DTE Affiliates Nonqualified Plans Master Trust
Awareness Letter of Deloitte & Touche LLP
Chief Executive Officer Certification
Chief Financial Officer Certification


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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 wholly owned subsidiary of DTE Energy Company) and subsidiary companies
     
DTE Energy   DTE Energy Company, the parent of Detroit Edison and Enterprises
     
Enterprises   DTE Enterprises Inc. (successor to MCN Energy), a wholly owned subsidiary of DTE Energy Company
     
EPA   United States Environmental Protection Agency
     
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)
     
MCN Energy   MCN Energy Group Inc. and subsidiary companies that were merged into Enterprises
     
MichCon   Michigan Consolidated Gas Company and subsidiary companies
     
MPSC   Michigan Public Service Commission
     
MWh   Megawatthour
     
PSCR   A power supply cost recovery mechanism authorized by the MPSC that allowed Detroit Edison to recover through rates its fuel, fuel-related and purchased power electric expenses. The clause was suspended under Michigan’s restructuring legislation signed into law June 5, 2000, which lowered and froze electric customer rates.
     
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.
     
Securitization   Detroit Edison financed specific stranded costs at lower interest rates through the sale of rate reduction bonds by a wholly owned special purpose entity, the Detroit Edison Securitization Funding LLC.

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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 synthetic fuel process involves chemically modifying and binding particles of coal to produce a fuel that is used for power generation and coke production.

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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;
 
  economic climate and growth in the geographic areas where we do business;
 
  environmental issues, including changes in the climate, and regulations;
 
  nuclear regulations and risks associated with nuclear operations;
 
  ability to utilize Section 29 tax credits or sell interests in facilities producing such credits;
 
  implementation of Customer Choice programs;
 
  implementation of electric and gas utility restructuring in Michigan;
 
  employee relations;
 
  unplanned outages;
 
  capital market conditions and access to capital markets and 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 of fuel, purchased power and natural gas;
 
  effects of competition;
 
  impact of FERC and MPSC proceedings and regulations;
 
  contributions to earnings by non-regulated businesses;
 
  changes in federal or state tax laws and their interpretations, including the code, regulations, rulings, court proceedings and audits;
 
  ability to recover costs through rates for regulated businesses;
 
  property insurance;
 
  the cost of protecting assets against or damage due to terrorism; and
 
  changes in accounting standards and financial reporting regulations.

New factors emerge from time to time. We cannot predict what factors may arise or how such factors may cause our results to differ materially from those contained in any forward-looking statement. Any forward-looking statement speaks only as of the date on which such 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

RESULTS OF OPERATIONS

Our earnings for the 2003 first quarter were $155 million, or $.92 per diluted share, compared to earnings of $200 million, or $1.24 per diluted share, for the 2002 first quarter. The comparability of earnings was impacted by the sale of our transmission business, International Transmission Company (ITC), and the adoption of two new accounting rules in the 2003 first quarter. Upon selling ITC in February 2003, we classified this business as a discontinued operation. Earnings from this discontinued business totaled $74 million in the 2003 first quarter, primarily due to a $69 million net of tax gain recorded on the sale. As required by generally accepted accounting principles, we adopted new accounting rules for asset retirement obligations and energy trading activities as discussed in Note 2. The cumulative effect of adopting these new accounting rules reduced 2003 first quarter earnings by $27 million.

Excluding discontinued operations and the cumulative effect of accounting changes, our earnings from continuing operations for the 2003 first quarter were $108 million, or $.64 per diluted share, compared to earnings of $192 million, or $1.19 per diluted share, for the 2002 first quarter. Results for the current quarter were affected by several other significant items impacting comparability as detailed below which reduced earnings by $70 million, or $.42 per diluted share. Also impacting the comparison were higher non-regulated earnings, colder weather, higher pension and postretirement health care costs, and increased fuel, purchased power and gas costs.


                   
              Net Income
              (Loss)
      Net Income   Per Diluted
(in Millions, Except per Share Amounts)   (Loss)   Share
         
 
Significant Items Impacting Comparability
               
Energy Resources - Margins resulting from accounting change (1)
  $ 16     $ .09  
Energy Distribution - Loss on sale of steam business (2)
    (14 )     (.08 )
Energy Gas - Disallowance of gas costs (3)
    (17 )     (.10 )
Corporate - Contribution to DTE Energy Foundation (4)
    (10 )     (.06 )
 
              - Tax credit driven normalization (5)
    (45 )     (.27 )
 
   
     
 
 
  $ (70 )   $ (.42 )
 
   
     
 

(1)   DTE Energy realized additional margins as a result of the change in accounting for energy trading activities (Note 2).
 
(2)   The Detroit Edison steam heating business was sold in January 2003 (Note 3).
 
(3)   MichCon established a reserve for the potential disallowance of procured gas costs (Note 4).
 
(4)   DTE Energy used a portion of the proceeds from the ITC sale to fund the DTE Energy Foundation.
 
(5)   Quarterly tax adjustment to normalize DTE Energy’s effective tax rate. Annual results are not affected.

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As discussed in DTE Energy’s 2002 Annual Report on Form 10-K, we operate our business through nine reportable segments. The following tables and related discussion depict the operations of each of these segments.


                       
          Three Months Ended
          March 31
         
(in Millions, except per share data)   2003   2002
        
 
Net Income (Loss)
               
Energy Resources
               
   
Regulated – Power Generation
  $ 25     $ 61  
   
 
   
     
 
   
Non-regulated
               
     
Energy Services
    51       32  
     
Energy Marketing & Trading
    44       18  
     
Other
           
   
Total Non-regulated
    95       50  
   
 
   
     
 
 
    120       111  
   
 
   
     
 
Energy Distribution
               
   
Regulated – Power Distribution
    (4 )     27  
   
Non-regulated
    (4 )     (3 )
   
 
   
     
 
 
    (8 )     24  
   
 
   
     
 
Energy Gas
               
   
Regulated – Gas Distribution
    59       54  
   
Non-regulated
    8       6  
   
 
   
     
 
 
    67       60  
   
 
   
     
 
Corporate & Other
    (71 )     (3 )
   
 
   
     
 
Income from Continuing Operations
               
   
Regulated
    80       142  
   
Non-regulated (1)
    28       50  
   
 
   
     
 
 
    108       192  
Discontinued Operations
    74       8  
Cumulative Effect of Accounting Changes
    (27 )      
   
 
   
     
 
Net Income
  $ 155     $ 200  
   
 
   
     
 

Diluted Earnings (Loss) per Share
               
   
Regulated
  $ .48     $ .88  
   
Non-regulated (1)
    .16       .31  
   
 
   
     
 
Income from Continuing Operations
    .64       1.19  
Discontinued Operations
    .44       .05  
Cumulative Effect of Accounting Changes
    (.16 )      
   
 
   
     
 
Net Income
  $ .92     $ 1.24  
   
 
   
     
 

(1)   Includes Corporate & Other.

ENERGY RESOURCES

Power Generation

The power generation plants of Detroit Edison comprise our regulated power generation business. Detroit Edison’s numerous fossil plants, hydroelectric pumped storage plant and its nuclear plant generate

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electricity that is sold principally throughout Michigan and the Midwest to residential, commercial, industrial and wholesale customers.

Power Generation earnings declined $36 million during the 2003 first quarter reflecting lower gross margins due to higher fuel and purchased power costs and lost margins from customers participating in the electric Customer Choice program. The higher purchased power costs reflect unfavorable energy market prices in 2003 and lower plant availability. As a result of the electric Customer Choice program, Detroit Edison lost 9% of retail sales in the 2003 first quarter. To partially offset the impact of these lost margins, Detroit Edison recorded a $6 million regulatory asset representing stranded costs that are recoverable under Michigan legislation. The lower earnings were also attributed to higher operation and maintenance expense due to the timing of employee pension and health care benefit costs and expenses due to the timing of the planned reliability and maintenance work done to improve the production and availability of the generation fleet.


                 
    Three Months Ended
    March 31
   
(in Millions)   2003   2002
       
 
Operating Revenues
  $ 617     $ 617  
Fuel and Purchased Power
    240       199  
 
   
     
 
Gross Margin
    377       418  
Operation and Maintenance
    183       138  
Depreciation and Amortization
    73       86  
Taxes other than Income
    43       40  
 
   
     
 
Operating Income
    78       154  
Other (Income) and Deductions
    39       60  
Income Tax Provision
    (14 )     (33 )
 
   
     
 
Net Income
  $ 25     $ 61  
 
   
     
 
Operating Income as a Percent of Operating Revenues
    13 %     25 %

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


                   
      Three Months Ended
      March 31
     
(in Thousands of MWh)   2003   2002
       
 
Power generated and purchased
               
Power plant generation
               
 
Fossil
    9,134       9,111  
 
Nuclear
    2,248       2,290  
 
 
   
     
 
 
    11,382       11,401  
Purchased power
    1,888       1,640  
 
 
   
     
 
System output
    13,270       13,041  
 
 
   
     
 
Average unit cost ($/MWh)
               
Generation (1)
  $ 13.29     $ 12.09  
 
 
   
     
 
Purchased Power (2)
  $ 40.67     $ 30.10  
 
 
   
     
 
Overall Average Unit Cost
  $ 17.19     $ 14.34  
 
 
   
     
 

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

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Outlook – We expect electric restructuring to continue resulting in increased customer choice in the retail electric generation business. As a result of customers choosing to participate in the electric Customer Choice program, Detroit Edison lost 6% of retail sales in 2002 and estimates losing 10% to 13% of such sales in 2003. Unrecovered generation fixed costs due to electric Customer Choice are allowed for future recovery under Michigan legislation. As a result, Detroit Edison recorded a regulatory asset relating to stranded costs during the first quarter of 2003 and anticipates recording additional regulatory assets during the balance of 2003. The regulatory asset will be subject to review by the MPSC in future regulatory proceedings, and we cannot predict the outcome of this matter. See Note 4 – Regulatory Matters.

The June 2000 Michigan legislation imposed a rate freeze for all classes of customers through 2003. In addition, the MPSC determined that adjusting rates for changes in fuel and purchased power through continuance of the Power Supply Cost Recovery (PSCR) clause would be inconsistent with the rate freeze, therefore the MPSC suspended the PSCR clause. It is unclear at this time whether the PSCR clause will be suspended beyond 2003. Detroit Edison expects to file a rate case in the second quarter of 2003 addressing this and other issues.

Future operating results are expected to vary as a result of factors such as regulatory proceedings, weather, changes in economic conditions and the level of customer participation in the electric Customer Choice program.

Energy Services

Energy Services is comprised of Coal-Based Fuels, On-Site Energy Projects and Merchant Generation. Coal-Based Fuels operations include producing synthetic fuel from nine synfuel plants and producing coke from three coke battery plants. Both processes generate tax credits under Section 29 of the Internal Revenue Code. Synfuel-related Section 29 tax credits expire in 2007. Section 29 tax credits for two of our three coke batteries expired at the end of 2002 with the third expiring in 2007. On-Site Energy Projects include pulverized coal injection, generation, steam production, chilled water production, wastewater treatment and compressed air. Merchant Generation owns and operates four gas-fired peaking electric generating plants and develops and acquires gas and coal-fired generation.


                 
    Three Months Ended
    March 31
   
    2003   2002
       
 
(in Millions)
               
Operating Revenues
  $ 230     $ 128  
Fuel and Purchased Power
    173       61  
Operation and Maintenance
    97       78  
Depreciation and Amortization
    4       8  
Taxes other than Income
    4       2  
 
   
     
 
Operating Loss
    (48 )     (21 )
Other (Income) and Deductions
    7       13  
Income Tax Benefit
    106       66  
 
   
     
 
Net Income
  $ 51     $ 32  
 
   
     
 

Energy Services earnings increased $19 million for the 2003 first quarter reflecting higher synfuel production. Four new synfuel facilities became operational during the latter part of 2002, resulting in significantly higher operating revenues and expenses. Synfuel projects generate operating losses, which are offset by the resulting tax credits. The income tax benefit includes tax credits actually earned based on synfuel production. The level of tax credits has been adjusted at Corporate & Other in order that the DTE Energy consolidated income tax expense during the quarter reflects the estimated calendar year effective rate.

Outlook - Energy Services’ strategy is to continue leveraging our extensive energy-related operating experience, and project management capability to develop and grow the on-site energy and merchant

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generating businesses. We continue to evaluate opportunities to sell interests in some or all of our synfuel plants. Sales of interests in synfuel projects allow us to accelerate cash flow while maintaining a stable net income base.

We have received favorable private letter rulings from the Internal Revenue Service (IRS) on 7 of our 9 synfuel plants and expect the remaining two in 2003. The IRS has temporarily stopped issuing synfuel-related private letter rulings pending their review of issues concerning chemical change which is the basis for earning Section 29 credits. The IRS has historically not challenged credits where the taxpayer operates consistent with its private letter rulings. We believe our synthetic fuel plants operate in accordance with the private letter rulings.

As the sale of interests in synfuel plants usually requires the reconfirming of the private letter ruling, the timing and number of our synfuel sales could be influenced by the IRS’ resumption of issuing new and reconfirming existing private letter rulings. Given the complexities of the issues we can not predict the outcome of the ultimate action of the IRS on this issue.

Energy Marketing & Trading

Energy Marketing & Trading consists of the electric and gas marketing and trading operations of DTE Energy Trading Company and CoEnergy Trading Company. Energy Marketing & Trading focuses on physical power marketing and structured transactions, as well as the enhancement of returns from DTE Energy’s power plants, natural gas pipelines and storage assets . To this end, Energy Marketing & Trading enters into forwards, futures, swaps and option contracts as part of its trading strategy.

Energy Marketing & Trading earnings increased $26 million in the 2003 first quarter from the comparable 2002 period due to increased mark-to-market gains and realized margins on the delivery of power and natural gas. By utilizing our portfolio of power plants, pipelines and storage assets, we were able to profit in the 2003 first quarter from greater pricing variability in the energy trading market.

The improved operating earnings also include the effect of changing our accounting for gas inventory. Through December 2002, our physical gas in storage was marked to the current spot price under fair value accounting rules. To comply with new accounting requirements resulting from the rescission of Emerging Issues Task Force (EITF) Issue No. 98-10, “Accounting for Contracts Involved in Energy Trading and Risk Management Activities ,” we changed to the average cost method for our gas inventories, effective January 2003. As a result of discontinuing the application of the fair value method to our gas inventories, we recorded a cumulative effect of accounting change that reduced earnings in January 2003 (Note 2). The effect of the accounting change was offset as a significant portion of the revalued gas inventory was sold in the 2003 first quarter, thereby increasing gross margins.

Outlook – Energy Marketing & Trading will seek to gradually expand this business in a manner consistent with and complementary to the growth of our other business segments. Gas storage and transportation capacity enhances its ability to provide reliable and custom-tailored bundled services to large-volume end users and utilities. This capacity, coupled with the synergies from DTE Energy’s other businesses, positions the segment to capitalize on opportunities for expansion of its market base.

Significant portions of the Energy Marketing & Trading portfolio, although economically hedged, include a combination of derivative financial instruments as well as inventory, owned assets and certain capacity contracts that are not considered derivatives. As a result, Energy Marketing & Trading will experience earnings volatility as derivatives are marked-to-market without revaluing the underlying nonderivative contracts and assets.

ENERGY DISTRIBUTION

Power Distribution

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

Power Distribution earnings decreased $31 million during the 2003 first quarter due to a net of tax loss of $14 million on the sale of our unprofitable steam heating business (Note 3) and to higher operation and maintenance expenses, partially offset by higher operating revenues. The increased operation and maintenance expenses are attributable to higher employee pension and healthcare benefit costs and increased costs associated with customer service process improvements, partially offset by lower storm expenses in the 2003 first quarter as compared to the 2002 first quarter.

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    Three Months Ended
    March 31
   
(in Millions)   2003   2002
      
 
Operating revenues
  $ 320     $ 313  
Fuel and Purchased Power
    7       9  
Operation and Maintenance
    183       139  
Depreciation and Amortization
    62       62  
Taxes other than Income
    30       31  
 
   
     
 
Operating Income
    38       72  
Other (Income) and Deductions
    44       32  
Income Tax Benefit (Provision)
    2       (13 )
 
   
     
 
Net Income (Loss)
  $ (4 )   $ 27  
 
   
     
 
Operating Income as a Percent of Operating Revenues
    12 %     23 %


                 
    Three Months Ended
    March 31
   
Electric Deliveries   2003   2002
(in Thousands of MWh)  
 
Residential
    3,856       3,720  
Commercial
    4,126       4,342  
Industrial
    3,085       3,332  
Wholesale
    576       542  
Other
    107       112  
 
   
     
 
 
    11,750       12,048  
Electric Choice
    1,284       881  
 
   
     
 
Total Electric Sales and Deliveries
    13,034       12,929  
 
   
     
 

Outlook – Regulated electric system deliveries are expected to continue to increase in 2003 due to continued territory and economic growth. Operating results are expected to vary as a result of various external factors such as weather, changes in economic conditions and the severity and frequency of storms. As previously discussed, Detroit Edison expects to file a rate case in the second quarter of 2003 to address future operating costs and other issues.

In April 2003, a catastrophic ice storm in our service territory resulted in over 400,000 customers losing power and more than 3,300 downed power lines. Restoration expenses will reduce second quarter 2003 net of tax earnings by approximately $15 million. We expect the impact of the storm will be partially offset by the avoidance of other costs throughout the remainder of the year.

Non-regulated

Non-regulated Energy Distribution operations consist primarily of DTE Energy Technologies that markets and distributes a portfolio of distributed generation products, provides application engineering, and monitors and manages generation system operations.

Non-regulated losses increased $1 million during the 2003 first quarter from the comparable 2002 period.

Outlook – DTE Energy Technologies expects to continue the expansion of its product portfolios and support capabilities in North America and the development of marketing relationships in other parts of the

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world. We plan to develop and launch new products in 2003 that are critical to our plan to increase revenues and generate operating profits by 2004.

ENERGY GAS

Gas Distribution

Gas Distribution operations include gas distribution services primarily provided by MichCon, our gas utility that purchases, stores and distributes natural gas to 1.2 million residential, commercial and industrial customers located throughout Michigan.

Gas Distribution earnings increased $5 million during the 2003 first quarter due primarily to higher operating revenues, which were partially offset by increased operation and maintenance expenses. Higher operating revenues were attributed to colder than normal weather, partially offset by a $26.5 million reserve for the potential disallowance in gas costs pursuant to a March 2003 MPSC order in MichCon’s 2002 GCR plan case. See Note 4 – Regulatory Matters – Gas Industry Restructuring. Increased operation and maintenance expenses were attributed to higher employee pension and health care benefit costs and increased costs associated with customer service process improvements. The income tax provision was favorably affected by an increase in the amortization of tax benefits previously deferred in accordance with MPSC regulations.


                 
    Three Months Ended
    March 31
   
(in Millions)   2003   2002
       
 
Operating Revenues
  $ 639     $ 601  
Fuel and Purchased Power
    430       391  
 
   
     
 
Gross Margin
    209       210  
Operation and Maintenance
    81       72  
Depreciation and Amortization
    24       25  
Taxes other than Income
    17       17  
 
   
     
 
Operating Income
    87       96  
Other (Income) and Deductions
    11       12  
Income Tax Provision
    (17 )     (30 )
 
   
     
 
Net Income
  $ 59     $ 54  
 
   
     
 
Operating Income as a Percent of Operating Revenues
    14 %     16 %

Outlook – We expect gas restructuring to continue resulting in increased customer choice in the gas sales business. In December 2001, the MPSC issued an order that continues the gas Customer Choice program on a permanent and expanding basis beginning with the conclusion of the three-year temporary program on March 31, 2002. Beginning in April 2003, up to approximately 60% of customers can participate and beginning April 2004, all 1.2 million of MichCon’s gas customers could choose to participate. Since MichCon continues to transport and deliver the gas to the participating customer premises at prices comparable to margins earned on gas sales, customers switching to other suppliers have little impact on MichCon’s earnings. As of March 2003, approximately 160,000 customers were participating in the gas Customer Choice program.

As a result of the continued increase in operating costs, MichCon expects to file a rate case in the latter half of 2003.

Future operating results are expected to vary as a result of factors such as regulatory proceedings, weather and changes in economic conditions.

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Non-regulated

Non-regulated operations include the gas and oil production business, and the gas Pipelines & Processing business. Our production business produces gas from proven reserves owned in northern Michigan and sells the gas to the Energy Marketing & Trading segment. Pipelines & Processing has partnership interests in two interstate transmission pipelines, seven carbon dioxide processing facilities and a natural gas storage field, as well as contract rights to another natural gas storage field. The assets of these businesses are primarily supported and optimized by the Energy Marketing & Trading segment.

Non-regulated earnings increased $2 million during the 2003 first quarter from the comparable 2002 period.

Outlook – We expect to further develop our gas production properties in northern Michigan and our pipelines, processing and storage assets to support other DTE Energy businesses. Additionally, we expect to continue exploring opportunities in the coal bed methane gas production business to leverage our production, coal and low cost operating capabilities, skills and experience.

CORPORATE & OTHER

Corporate & Other earnings decreased $68 million for the 2003 first quarter reflecting a $45 million unfavorable adjustment and a $11 million favorable adjustment to normalize the effective income tax rate for the first quarter of 2003 and 2002, respectively. The income tax provisions of the segments are determined on a stand alone basis. Corporate & Other records necessary adjustments in order that the consolidated income tax expense during the quarter reflects the estimated calendar year effective rate. The first quarter of 2003 pre-tax earnings were also affected by a $15 million cash contribution to the DTE Energy Foundation which was funded with proceeds received from the sale of ITC (Note 3).

CAPITAL RESOURCES AND LIQUIDITY


                     
        Three Months Ended
        March 31
       
(in Millions)   2003   2002
       
 
Cash and Cash Equivalents
               
Cash Flow From (Used For)
               
 
Operating activities:
               
   
Net income, depreciation, depletion, amortization and deferred taxes
  $ 374     $ 436  
   
Pension contribution
    (222 )      
   
Working capital and other
    (18 )     (428 )
   
 
   
     
 
 
    134       8  
 
Investing activities
    543       (196 )
 
Financing activities
    (674 )     (7 )
   
 
   
     
 
Net Increase (Decrease) in Cash and Cash Equivalents
  $ 3     $ (195 )
   
 
   
     
 

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Operating Activities

Net cash from operating activities increased $126 million during the 2003 first quarter as compared to the same 2002 period. The increase reflects a $188 million improvement in working capital and other requirements, partially offset by a decline of $62 million in net income, after adjusting for non-cash items (depreciation, depletion and amortization and deferred taxes). The improvement in working capital requirements reflects an increase in accounts payable balances in 2003 and a reduction in fuel and gas inventories. These improvements were partially offset by higher accounts receivable balances and a $222 million cash contribution to our pension plan in 2003.

Investing Activities

Net cash relating to investing activities improved $739 million in the 2003 first quarter as compared to the same 2002 period primarily due to the sale of ITC and lower cash contractually designated for debt service.

Financing Activities

Net cash used for financing activities increased $667 million during the 2003 first quarter as compared to the same 2002 period due to higher redemptions of long-term debt and a reduction of short-term borrowings primarily from the use of the proceeds of the ITC sale.

In February 2003, MichCon issued $200 million of 5.7% senior notes due in March 2033. The proceeds were used for debt redemption and general corporate purposes.

In April 2003, DTE Energy issued $400 million of 6-3/8% senior notes due in April 2033. In conjunction with this issuance, DTE Energy exchanged $100 million principal amount of existing Enterprises debt due April 2008. The proceeds will be used for debt redemption and general corporate purposes.

ENVIRONMENTAL MATTERS

EPA ozone transport regulations and final new air quality standards relating to ozone and particulate air pollution will continue to impact us. Detroit Edison spent approximately $488 million through March 2003 and estimates that it will incur approximately $300 to $400 million of future capital expenditures over the next five to eight years to comply with the existing air quality standards. We expect to file a rate case during 2003 to securitize costs we have incurred to comply with these standards.

NEW ACCOUNTING PRONOUNCEMENTS

See Note 2 – New Accounting Pronouncements for discussion of new accounting pronouncements.

FAIR VALUE OF CONTRACTS

The following disclosures are voluntary and have been developed through efforts of the Committee of Chief Risk Officers (CCRO), a committee of chief risk officers from companies active in both physical and financial energy trading and marketing. We believe the disclosures provide enhanced transparency of the activities and position of our Energy Trading & Marketing segment.

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Roll-Forward of Mark-to-Market Energy Contract Net Assets

The following tables provide details on changes in our mark-to-market (MTM) net asset or (liability) position during 2003.


                                   
      Proprietary   Structured   Owned        
(in Millions)   Trading (1)   Contracts (2)   Assets (3)   Total
       
 
 
 
Energy Marketing & Trading Segment
                               
 
MTM at December 31, 2002
  $ 15     $ 19     $ (50 )   $ (16 )
 
Cumulative effect adjustment (4)
    (2 )     (2 )     17       13  
 
Reclassification to realized at settlement of contract
    (6 )     (2 )     23       15  
 
Net change in option premiums
    8                   8  
 
Other changes in fair value
    4       7       (12 )     (1 )
 
 
   
     
     
     
 
 
MTM at March 31, 2003
  $ 19     $ 22     $ (22 )     19  
 
 
   
     
     
         
Other DTE Energy segments and non-trading activities of the Energy Marketing & Trading segment
                            (101 )
 
                           
 
 
                          $ (82 )
 
                           
 


(1)   “Proprietary Trading” represents derivative activity transacted with the intent of capturing profits on forward price movements.
 
(2)   “Structured Contracts” represent derivative activity transacted with the intent to capture profits by originating substantially hedged positions with wholesale energy marketers, utilities, retail aggregators and end-users. Although transactions are generally executed with a buyer and seller simultaneously, some positions remain open until a suitable offsetting trade can be executed.
 
(3)   “Owned Assets” represent derivative activity associated with assets owned by DTE Energy, including forward sales of gas production and trades associated with owned transportation and storage capacity. Derivatives are generally executed with the intent of locking in and optimizing profits without creating additional risk.
 
(4)   Excludes the cumulative effect adjustment associated with the change in accounting for gas inventory (Note 2).


                                         
    Proprietary   Structured   Owned                
(in Millions)   Trading   Contracts   Assets   Eliminations   Total
        
 
 
 
 
Current assets
  $ 130     $ 123     $ 133     $ (15 )   $ 371  
Noncurrent assets
    25       23       111       (1 )     158  
 
   
     
     
     
     
 
Total MTM assets
    155       146       244       (16 )     529  
 
   
     
     
     
     
 
Current liabilities
    (111 )     (108 )     (147 )     15       (351 )
Noncurrent liabilities
    (25 )     (16 )     (119 )     1       (159 )
 
   
     
     
     
     
 
Total MTM liabilities
    (136 )     (124 )     (266 )     16       (510 )
 
   
     
     
     
     
 
Total MTM net assets (liabilities)
  $ 19     $ 22     $ (22 )   $     $ 19  
 
   
     
     
     
     
 


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Maturity of Fair Value of MTM Energy Contract Net Assets

Effective January 1, 2003, we fully reserve all unrealized gains and losses related to periods beyond the liquid trading time frame. Our intent is to recognize mark-to-market activity only when pricing data is obtained from active quotes and published indexes.

The table below shows the maturity of the MTM positions of our energy contracts.


                                         
                                    Total
                                    Fair
(in Millions)   2003   2004   2005   2006   Value
     
 
 
 
 
Proprietary Trading
  $ 20     $     $ (1 )   $     $ 19  
Structured Contracts
    14       8                   22  
Owned Assets
    (12 )     (8 )     2       (4 )     (22 )
 
   
     
     
     
     
 
Total
  $ 22     $     $ 1     $ (4 )   $ 19  
 
   
     
     
     
     
 


Quantitative and Qualitative Disclosures About Market Risk

Commodity Price Risk

DTE Energy has commodity price risk arising from market price fluctuations in conjunction with the anticipated purchase of electricity to meet its obligations during periods of peak demand. We also are exposed to the risk of market price fluctuations on gas sale and purchase contracts, gas production and gas inventories. To limit our exposure to commodity price fluctuations, we have entered into a series of electricity and gas futures, forwards, option and swap contracts.

Interest Rate Risk

DTE Energy is subject to interest rate risk in connection with the issuance of debt and preferred securities. In order to manage interest costs, we use treasury locks and interest rate swap agreements. Our exposure to interest rate risk arises primarily from changes in U.S. Treasury rates, commercial paper rates and London Inter-Bank Offered Rates (LIBOR). There was no material change in interest rate risk during the first quarter of 2003.

Summary of Sensitivity Analysis

We performed a sensitivity analysis calculating the impact of changes in fair values utilizing applicable forward commodity rates if they occurred at March 31, 2003:

                     
(in Millions)                    
Activity   Increase of 10%   Decrease of 10%   Change in the fair value of

 
 
 
Gas Contracts   $ (7 )   $ 7     Commodity contracts
Power Contracts   $ 3     $ (1 )   Commodity contracts

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CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures

    The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in the 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 the Company’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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DTE ENERGY COMPANY
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)


                     
        Three Months Ended
        March 31
       
(in Millions, Except per Share Amounts)   2003   2002
       
 
Operating Revenues
  $ 2,095     $ 1,894  
 
   
     
 
Operating Expenses
               
 
Fuel, purchased power and gas
    813       727  
 
Operation and maintenance
    755       551  
 
Depreciation, depletion and amortization
    197       189  
 
Taxes other than income
    97       93  
 
   
     
 
 
    1,862       1,560  
 
   
     
 
Operating Income
    233       334  
 
   
     
 
Other (Income) and Deductions
               
 
Interest expense
    133       136  
 
Preferred stock dividends of subsidiaries
    6       8  
 
Interest income
    (8 )     (5 )
 
Other income
    (13 )     (9 )
 
Other expenses
    33       15  
 
   
     
 
 
    151       145  
 
   
     
 
Income Before Income Taxes
    82       189  
Income Tax Benefit
    (26 )     (3 )
 
   
     
 
Income from Continuing Operations
    108       192  
 
   
     
 
Discontinued Operations – ITC (Note 3):
               
 
Income from operations
    5       8  
 
Gain on sale
    69        
 
   
     
 
 
    74       8  
 
   
     
 
Cumulative Effect of Accounting Changes (Note 2):
               
 
Asset retirement obligations
    (11 )      
 
Energy trading activities
    (16 )      
 
   
     
 
 
    (27 )      
 
   
     
 
Net Income
  $ 155     $ 200  
 
   
     
 
Basic Earnings per Common Share
               
 
Income from continuing operations
  $ .65     $ 1.20  
 
Discontinued operations
    .44       .05  
 
Cumulative effect of accounting changes
    (.17 )      
 
   
     
 
   
Total
  $ .92     $ 1.25  
 
   
     
 
Diluted Earnings per Common Share
               
 
Income from continuing operations
  $ .64     $ 1.19  
 
Discontinued operations
    .44       .05  
 
Cumulative effect of accounting changes
    (.16 )      
 
   
     
 
   
Total
  $ .92     $ 1.24  
 
   
     
 
Average Common Shares
               
 
Basic
    167       161  
 
Diluted
    168       161  
Dividends Declared per Common Share
  $ .515     $ .515  


See Notes to Consolidated Financial Statements (Unaudited)

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DTE ENERGY COMPANY
CONSOLIDATED STATEMENT OF FINANCIAL POSITION


                     
        (Unaudited)        
        March 31   December 31
(in Millions)   2003   2002
       
 
ASSETS
               
Current Assets
               
 
Cash and cash equivalents
  $ 136     $ 133  
 
Restricted cash
    90       237  
 
Accounts receivable
               
   
Customer (less allowance for doubtful accounts of $89 and $82, respectively)
    1,188       902  
   
Accrued unbilled revenues
    222       296  
   
Other
    318       237  
 
Inventories
               
   
Fuel and gas
    218       413  
   
Materials and supplies
    161       163  
 
Assets from risk management and trading activities
    374       224  
 
Other
    178       159  
 
 
   
     
 
 
    2,885       2,764  
 
 
   
     
 
Investments
               
 
Nuclear decommissioning trust funds
    423       417  
 
Other
    488       487  
 
 
   
     
 
 
    911       904  
 
 
   
     
 
Property
               
 
Property, plant and equipment
    17,470       17,862  
 
Less accumulated depreciation and depletion
    (7,812 )     (8,049 )
 
 
   
     
 
 
    9,658       9,813  
 
 
   
     
 
Other Assets
               
 
Goodwill
    2,075       2,119  
 
Regulatory assets (Notes 2 and 4)
    2,057       1,197  
 
Securitized regulatory assets
    1,591       1,613  
 
Assets from risk management and trading activities
    162       152  
 
Prepaid pension assets
    175       172  
 
Other
    515       504  
 
 
   
     
 
 
    6,575       5,757  
 
 
   
     
 
Total Assets
  $ 20,029     $ 19,238  
 
 
   
     
 


See Notes to Consolidated Financial Statements (Unaudited)

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DTE ENERGY COMPANY
CONSOLIDATED STATEMENT OF FINANCIAL POSITION


                   
      (Unaudited)        
      March 31   December 31
    2003   2002
       
 
(in Millions, Except Shares)
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current Liabilities
               
 
Accounts payable
  $ 839     $ 647  
 
Accrued interest
    120       115  
 
Dividends payable
    90       90  
 
Accrued payroll
    29       49  
 
Short-term borrowings
    31       414  
 
Current portion of long-term debt, including capital leases
    864       1,018  
 
Liabilities from risk management and trading activities
    417       284  
 
Other
    682       596  
 
 
   
     
 
 
    3,072       3,213  
 
 
   
     
 
Other Liabilities
               
 
Deferred income taxes
    1,126       916  
 
Regulatory liabilities
    182       179  
 
Asset retirement obligations (Note 2)
    828        
 
Unamortized investment tax credit
    165       168  
 
Liabilities from risk management and trading activities
    201       208  
 
Liabilities from transportation and storage contracts
    508       523  
 
Accrued pension liability
    380       582  
 
Nuclear decommissioning
    54       416  
 
Other
    721       683  
 
 
   
     
 
 
    4,165       3,675  
 
 
   
     
 
Long-Term Debt
               
 
Mortgage bonds, notes and other
    5,640       5,656  
 
Securitization bonds
    1,539       1,585  
 
Equity-linked securities
    189       191  
 
Capital lease obligations
    81       82  
 
 
   
     
 
 
    7,449       7,514  
 
 
   
     
 
Contingencies (Notes 4 and 7)
               
Obligated Mandatorily Redeemable Preferred Securities of Subsidiaries Holding Solely Debentures of DTE Energy or Enterprises
    271       271  
 
 
   
     
 
Shareholders’ Equity
               
 
Common stock, without par value, 400,000,000 shares authorized, 167,731,242 and 167,462,430 shares issued and outstanding, respectively
    3,063       3,052  
 
Retained earnings
    2,206       2,132  
 
Accumulated other comprehensive loss
    (197 )     (619 )
 
 
   
     
 
 
    5,072       4,565  
 
 
   
     
 
Total Liabilities and Shareholders’ Equity
  $ 20,029     $ 19,238  
 
 
   
     
 

See Notes to Consolidated Financial Statements (Unaudited)

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DTE ENERGY COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)


                     
        Three Months Ended
        March 31
       
    2003   2002
   
 
(in Millions)
               
Operating Activities
               
 
Net Income
  $ 155     $ 200  
 
Adjustments to reconcile net income to net cash from operating activities:
               
   
Depreciation, depletion and amortization
    201       194  
   
Deferred income taxes
    18       42  
   
Gain on sale of assets, net
    (136 )      
   
Cumulative effect of accounting changes
    27      
   
Changes in assets and liabilities, exclusive of changes shown separately (Note 1)
    (131 )     (428 )
 
   
     
 
   
Net cash from operating activities
    134       8  
 
   
     
 
Investing Activities
               
 
Plant and equipment expenditures – regulated
    (191 )     (162 )
 
Plant and equipment expenditures – non-regulated
    (20 )     (68 )
 
Proceeds from sales of assets
    628       7  
 
Restricted cash for debt redemptions
    147       62  
 
Other investments
    (21 )     (35 )
 
   
     
 
   
Net cash from (used for) investing activities
    543       (196 )
 
   
     
 
Financing Activities
               
 
Issuance of long-term debt
    199        
 
Redemption of long-term debt
    (417 )     (181 )
 
Issuance of preferred securities
          180  
 
Redemption of preferred securities
          (180 )
 
Short-term borrowings, net
    (384 )     261  
 
Issuance of common stock
    10        
 
Dividends on common stock
    (86 )     (84 )
 
Other
    4       (3 )
 
   
     
 
   
Net cash used for financing activities
    (674 )     (7 )
 
   
     
 
Net Increase (Decrease) in Cash and Cash Equivalents
    3       (195 )
Cash and Cash Equivalents at Beginning of the Period
    133       268  
 
   
     
 
Cash and Cash Equivalents at End of the Period
  $ 136     $ 73  
 
   
     
 

See Notes to Consolidated Financial Statements (Unaudited)

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DTE ENERGY COMPANY
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
AND COMPREHENSIVE INCOME (UNAUDITED)


                                           
                              Accumulated        
      Common Stock           Other        
     
  Retained   Comprehensive        
(Dollars in Millions, Shares in Thousands)   Shares   Amount   Earnings   Loss   Total
     
 
 
 
 
Balance, January 1, 2003
    167,462     $ 3,052     $ 2,132     $ (619 )   $ 4,565  
 
   
     
     
     
     
 
 
Net income
                155             155  
 
Issuance of new shares
    319       14                   14  
 
Dividends declared on common stock
                (86 )           (86 )
 
Repurchase and retirement of common stock
    (50 )     (1 )     (1 )           (2 )
 
Pension obligations (Note 4)
                      417       417  
 
Net change in unrealized losses on derivatives, net of tax
                      5       5  
 
Other
          (2 )     6             4  
 
   
     
     
     
     
 
Balance, March 31, 2003
    167,731     $ 3,063     $ 2,206     $ (197 )   $ 5,072  
 
   
     
     
     
     
 


The following table displays other comprehensive income (loss) for the three-month periods ended March 31:


                     
(in Millions)   2003   2002
   
 
Net income
  $ 155     $ 200  
 
   
     
 
Other comprehensive income (loss), net of tax:
               
 
Net unrealized income (losses) on derivatives:
               
   
Gains (losses) arising during the period, net of taxes of $3 and $(15), respectively
    5     (28 )
   
Amounts reclassified to earnings, net of taxes of $1
          2  
 
   
     
 
 
    5       (26 )
 
Pension obligations, net of taxes of $224 (Note 4)
    417        
 
   
     
 
 
    422       (26 )
 
   
     
 
Comprehensive income
  $ 577     $ 174  
 
   
     
 


See Notes to Consolidated Financial Statements (Unaudited)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 – GENERAL

These consolidated financial statements should be read in conjunction with the notes to consolidated financial statements included in the 2002 Annual Report to the Securities and Exchange Commission on Form 10-K.

The accompanying consolidated financial statements are prepared using accounting principles generally accepted in the United States of America. These accounting principles require us to use estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results may differ from our estimates.

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

We reclassified some prior year balances to match the current year’s presentation.

Stock-Based Compensation

We have a stock-based employee compensation plan. The plan permits the awarding of various stock awards, including options, restricted stock and performance shares. We account for stock awards under the plan using the recognition and measurement principles of Accounting Principles Board (APB) Opinion No. 25, “ Accounting for Stock Issued to Employees .” No compensation cost related to stock options is reflected in net income, as all options granted had an exercise price equal to the market value of the underlying common stock on the date of grant. The recognition provisions under SFAS No. 123, “Accounting for Stock-Based Compensation ,” require the recording of compensation expense for stock options equal to their fair value at date of grant as determined using an option pricing model. The following table illustrates the effect on net income and earnings per share if we had recorded compensation expense for options granted under the fair value recognition provisions of SFAS No. 123.


                   
      Three Months Ended
      March 31
     
(in Millions, except per share amounts)   2003   2002
   
 
Net Income As Reported
  $ 155     $ 200  
Less: Total Stock-based Expense (1)
    (2 )     (2 )
 
   
     
 
Pro Forma Net Income
  $ 153     $ 198  
 
   
     
 
Earnings Per Share
             
 
Basic – as reported
  $ .92     $ 1.25  
 
   
     
 
 
Basic – pro forma
  $ .91     $ 1.24  
 
   
     
 
 
Diluted – as reported
  $ .92     $ 1.24  
 
   
     
 
 
Diluted – pro forma
  $ .91     $ 1.23  
 
   
     
 


(1)   Expense determined using a Black-Scholes based option pricing model.

Issuance of Stock by Equity Investees

In 1997, DTE Energy and Mechanical Technology Incorporated formed Plug Power Inc. to design and develop on-site electric fuel cell power generation systems. Since Plug Power is considered a development stage company, generally accepted accounting principles require us to record gains and losses from Plug Power stock issuances as an adjustment to equity. In March 2003, Plug Power issued approximately 8.95 million shares of common stock in conjunction with its acquisition of H Power Corp.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As a result of Plug Power’s common stock issuance, we recorded an increase of $8 million in our investment and an after-tax increase of $5 million to equity. At March 31, 2003, we owned approximately 24% of Plug Power’s common stock.

Consolidated Statement of Cash Flows

We consider investments purchased with a maturity of three months or less to be cash equivalents. Cash contractually designated for debt service is classified as restricted cash.


                   
      Three Months Ended
      March 31
     
(in Millions)   2003   2002
   
 
Changes in Assets and Liabilities, Exclusive of Changes Shown Separately
               
 
Accounts receivable, net
  $ (335 )   $ (66 )
 
Accrued unbilled receivables
    74       2  
 
Accrued gas cost recovery revenue
    (22 )     (55 )
 
Inventories
    193       1  
 
Accrued/Prepaid pensions
    (205 )     (16 )
 
Accounts payable
    192       (80 )
 
Income taxes payable
    (26 )     (54 )
 
General taxes
    2       (27 )
 
Risk management and trading activities
    (35 )     75  
 
Gas inventory equalization
    150     67  
 
Other
    (119 )     (275 )
 
   
     
 
 
  $ (131 )   $ (428 )
 
   
     
 


Other cash and non-cash investing and financing activities for the three months ended March 31 were as follows:


                   
      Three Months Ended
      March 31
     
(in Millions)   2003   2002
   
 
Supplementary Cash Flow Information
               
 
Interest paid (excluding interest capitalized)
  $ 128     $ 133  
 
Income taxes paid
    25       55  


NOTE 2 – NEW ACCOUNTING PRONOUNCEMENTS

Asset Retirement Obligations - On January 1, 2003, we adopted SFAS No. 143, “ Accounting for Asset Retirement Obligations, ” which requires the fair value of an asset retirement obligation be recognized in the period in which it is incurred. It applies to legal obligations associated with the retirement of long-lived assets resulting from the acquisition, construction, development and (or) the normal operation of a long-lived asset. When a new liability is recorded, an entity capitalizes the costs of the liability by increasing the carrying amount of the related long-lived asset. The liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity settles the obligation for its recorded amount or incurs a gain or loss upon settlement.

We have identified a legal retirement obligation for the decommissioning costs for our Fermi 1 and 2 nuclear plants. To a lesser extent, we have retirement obligations for our synthetic fuel operations, gas production facilities, asphalt plant, gas gathering facilities and various other operations. As to regulated

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operations, we believe that adoption of SFAS No. 143 results primarily in timing differences in the recognition of legal asset retirement costs that we are currently recovering in rates and will be deferring such differences under SFAS No. 71, “ Accounting for the Effects of Certain Types of Regulation .”

As a result of adopting SFAS No. 143, we recorded a plant asset of $306 million with offsetting accumulated depreciation of $106 million, a retirement obligation liability of $815 million and reversed previously recognized obligations of $377 million. We also recorded a cumulative effect amount related to regulated operations as a regulatory asset of $221 million, and a cumulative effect charge against earnings of $11 million (net of taxes of $6 million).

The impact on the first quarter of 2003 of SFAS No. 143 reduced earnings from continuing operations by $1.2 million or $.01 per diluted share. Additionally, had SFAS No. 143 been adopted at January 1, 2002 the pro forma effect on earnings for the first quarter of 2002 would have been a charge against earnings of $1.2 million or $.01 per diluted share.

A reconciliation of the asset retirement obligation for the first quarter of 2003 follows:


         
(in Millions)        
Asset Retirement Obligation at January 1, 2003
  $ 815  
Accretion
    13  
 
   
 
Asset Retirement Obligation at March 31, 2003
  $ 828  
 
   
 


SFAS No. 143 also requires the quantification of the estimated cost of removal obligations, arising from other than legal obligations, which have been accrued through depreciation charges. At January 1, 2003 we estimate that we had approximately $700 million of previously accrued asset removal costs related to our regulated operations, for other than legal obligations, included in accumulated depreciation.

Energy Trading Activities – Under EITF Issue No. 98-10, “ Accounting for Contracts Involved in Energy Trading and Risk Management Activities ,” companies were required to use mark-to-market accounting for contracts utilized in energy trading activities. EITF Issue No. 98-10 was rescinded in October 2002, and energy trading contracts must now be reviewed to determine if they meet the definition of a derivative under SFAS No. 133, “ Accounting for Derivative Instruments and Hedging Activities .” SFAS No. 133 requires all derivatives to be recognized in the statement of financial position as either assets or liabilities measured at their fair value and sets forth conditions in which a derivative instrument may be designated as a hedge. SFAS No. 133 also requires that changes in the fair value of derivatives be recognized in earnings unless specific hedge accounting criteria are met. Energy trading contracts not meeting the definition of a derivative are accounted for under settlement accounting, effective October 25, 2002 for new contracts and effective January 1, 2003 for existing contracts.

Additionally, inventory utilized in energy trading activities accounted for under the fair value method of accounting as prescribed by Accounting Research Bulletin (ARB) No. 43 is no longer permitted. DTE Energy’s Energy Marketing & Trading segment uses gas inventory in its trading operations and switched to the average cost inventory accounting method in January 2003.

Effective January 1, 2003, DTE Energy no longer applies EITF Issue No. 98-10 to energy contracts and ARB No. 43 to gas inventory. As a result of discontinuing the application of these accounting principles, we recorded a cumulative effect of accounting change that reduced net income for the first quarter of 2003 by $16 million (net of taxes of $9 million.)

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NOTE 3 – DISPOSITIONS

Disposition of Detroit Edison’s Steam Heating Business

In January 2003, we sold Detroit Edison’s steam heating business to Thermal Ventures II, LLP. This disposition is consistent with DTE Energy’s strategy to divest non-strategic assets. Due to the continuing involvement of Detroit Edison in the steam heating business, including the commitment to purchase $176 million in steam for resale through 2008, fund certain capital improvements and guarantee the buyer’s credit facility, we recorded a net of tax loss of $14 million in the first quarter of 2003. As a result of our continuing involvement, this transaction is not considered a sale for accounting purposes. The steam heating business had assets of $6 million at December 31, 2002, and net losses of $12 million in 2002, net income of $3 million in 2001 and a net loss of $18 million in 2000.

Disposition of International Transmission Company – Discontinued Operation

In December 2002, we entered into a definitive agreement with affiliates of Kohlberg Kravis Roberts & Co. and Trimaran Capital Partners, LLC to sell ITC for $610 million in cash. The sale closed on February 28, 2003 following approval of the transaction by the FERC and resolution of all other contingencies and generated a preliminary net of tax gain of $69 million. The sale price can be increased or decreased based upon a review of ITC’s closing date balance sheet. This review and adjustment is expected to be completed during the third quarter of 2003.

The FERC has encouraged integrated electric utilities to transfer operating control of their transmission facilities to independent operators or sell the facilities to an independent company. DTE Energy’s decision to sell ITC is consistent with our strategic view that maximization of shareholder value and high levels of customer service are best achieved with assets we own, operate and exercise significant control. As provided in FERC regulations, Detroit Edison continues to have fair and open access to Michigan’s electric transmission network. The ITC electric transmission system continues to be operated by the Midwest Independent System Operator, a regional transmission operator. ITC received FERC approval to cap transmission rates charged to Detroit Edison’s customers at current levels until December 31, 2004. Thereafter, rates are subject to adjustment by the FERC.

SFAS No. 144, “ Accounting for the Impairment or Disposal of Long-Lived Assets, ” provides that the results of operations of a component of an entity that has been disposed of should be reported as a discontinued operation when the operations and cash flows of the component have been eliminated from the ongoing operations of the entity and the entity will not have any significant continuing involvement in the operations of the component after the disposal transaction. As a result, we have reported the operations of ITC as a discontinued operation for the periods ended March 31, as shown in the following table:


                 
(In Millions)   2003   2002
   
 
Revenues (1)
  $ 21     $ 26  
Expenses (2)
    13       13  
 
   
     
 
Operating income
    8       13  
Income taxes
    3       5  
 
   
     
 
Income from discontinued operations
  $ 5     $ 8  
 
   
     
 


(1)   Includes intercompany revenues of $18 million for 2003 and $24 million for 2002.
 
(2)   Excludes general corporate overhead costs that were previously allocated to ITC. Includes $1 million in imputed interest for both periods.

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ITC had net fixed assets of approximately $390 million at February 28, 2003 and December 31, 2002. For segment reporting purposes, ITC was reported as a component of Energy Distribution – Regulated Power Distribution and Transmission. In conjunction with the sale of ITC, approximately $44 million of goodwill allocated to this segment was written off and reduced the preliminary net of tax gain of $69 million.

NOTE 4 – REGULATORY MATTERS

Electric Industry Restructuring

Electric Rates, Customer Choice and Stranded Costs - In June 2000, PA 141 became effective. PA 141 provided Detroit Edison with the right to recover stranded costs, codified and established January 1, 2002 as the date for full implementation of the MPSC’s existing electric Customer Choice program, and required the MPSC to reduce residential electric rates by 5%. At that time, Public Act 142 (PA 142) also became effective. PA 142 provided for the recovery through securitization of “qualified costs” which consist of an electric utility’s regulatory assets, plus various costs, associated with, or resulting from, the establishment of a competitive electric market and the issuance of securitization bonds.

Acting pursuant to PA 141, in an order issued in June 2000, the MPSC reduced Detroit Edison’s residential electric rates by 5% and imposed a rate freeze for all classes of customers through 2003. In April 2001, commercial and industrial rates were lowered by 5% as a result of savings derived from the issuance of securitization bonds in March 2001, as subsequently discussed.

The legislation also contains provisions freezing rates through 2003 and preventing rate increases for residential customers through 2005 and for small business customers through 2004. Certain costs may be deferred and recovered once rates can be increased. This rate cap may be lifted when certain market test provisions are met, specifically, when an electric utility has no more than 30% of generation capacity in its relevant market, with consideration for capacity needed to meet a utility’s responsibility to serve its retail customers. Statewide, multi-utility transmission system improvements also are required. Detroit Edison expects that these market and transmission improvement conditions will be met, and the rate cap will not continue after the dates specified in the legislation.

As required by PA 141, the MPSC conducted a proceeding to develop a methodology for calculating the net stranded costs associated with electric Customer Choice. In a December 2001 order, the MPSC determined that Detroit Edison could recover net stranded costs associated with the fixed cost component of its electric generation operations. Specifically, there would be an annual filing with the MPSC comparing the receipt of revenues associated with the fixed cost component of its generation services to the revenue requirement for the fixed cost component of those services, inclusive of an allowance for the cost of capital. Any resulting shortfall in recovery, net of mitigation, would be considered a net stranded cost. The MPSC, in its December 2001 order, also determined that Detroit Edison had no net stranded costs in 2000 and consequently established a zero net stranded cost transition charge for billing purposes in 2002. The MPSC authorized Detroit Edison to establish a regulatory asset to defer recovery of its incurred stranded costs, subject to review in a subsequent annual net stranded cost proceeding. The MPSC also determined that Detroit Edison should provide a full and offsetting credit for the securitization and tax charges applied to electric Customer Choice bills in 2002. In addition, the MPSC ordered an additional credit on bills equal to the 5% rate reduction realized by full service customers. Both credits were to be funded from savings derived from securitization. The December 2001 order, coupled with lower wholesale power prices in 2002, has encouraged additional customer participation in the electric Customer Choice program and has resulted in the loss of margins attributable to generation services. In May 2002, the MPSC denied Detroit Edison’s request for rehearing and clarification. In June 2002, Detroit Edison filed an appeal of the MPSC order at

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the Michigan Court of Appeals, challenging the legality of specific aspects of the MPSC order. The Court of Appeals has not yet issued a decision on this appeal.

In May 2002, Detroit Edison submitted its 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 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) Detroit Edison 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. In the fourth quarter of 2002, Detroit Edison recorded a regulatory asset of $21 million representing 2002 net stranded costs and the deferral of environmental expenditures recoverable under PA 141. The effect of recording the regulatory asset increased 2002 earnings by $13 million, net of taxes. In the first quarter of 2003, Detroit Edison recorded a regulatory asset of $12 million representing net stranded costs and deferred environmental expenditures, which increased after tax earnings by $8 million. The MPSC has not yet acted upon this Detroit Edison filing.

Gas Industry Restructuring

Through December 2001, MichCon was operating under an MPSC-approved Regulatory Reform Plan, which included a comprehensive experimental three-year gas Customer Choice program, a Gas Sales Program and an income sharing mechanism. MichCon returned to a GCR mechanism in January 2002 when the Gas Sales Program expired. Under the GCR mechanism, the gas commodity component of MichCon’s gas sales rates is designed to recover the actual costs of gas purchases. In December 2001, the MPSC issued an order that permitted MichCon to implement GCR factors up to $3.62 per Mcf for January 2002 billings and up to $4.38 per Mcf for the remainder of 2002. The order also allowed MichCon to recognize a regulatory asset of approximately $14 million representing the difference between the $4.38 factor and the $3.62 factor for volumes that were unbilled at December 31, 2001. The regulatory asset will be subject to the 2002 GCR reconciliation process. As of December 31, 2002, MichCon has accrued a $22 million regulatory asset representing the under-recovery of actual gas costs incurred. In July 2002, in response to a petition for rehearing filed by the Michigan Attorney General, the MPSC directed the parties to address MichCon’s implementation of the December 2001 order and the impact of that implementation on rates charged to MichCon’s customers. On March 12, 2003, the MPSC issued an order in MichCon’s 2002 GCR plan case. The MPSC ordered MichCon to reduce its gas cost recovery expenses by $26.5 million for purposes of calculating the 2002 GCR factor due to MichCon’s decision to utilize storage gas during 2001 that resulted in a gas inventory decrement for the 2001 calendar year. Although we have recorded a $26.5 million reserve in the first quarter of 2003 to reflect the impact of this order, a final determination of actual 2002 revenue and expenses including any disallowances or adjustment will be decided in MichCon’s 2002 GCR reconciliation case. In addition, we have filed an appeal of the March 12, 2003 MPSC order with the Michigan Court of Appeals.

In December 2001, the MPSC also approved MichCon’s application for a voluntary, expanded permanent gas Customer Choice program, which replaced the experimental program that expired in March 2002. Effective April 2002, up to 40% of MichCon’s customers could elect to purchase gas from suppliers other than MichCon. Effective April 2003, up to 60% of customers are eligible and by April 2004, all of

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MichCon’s 1.2 million customers can participate in the program. The MPSC also approved the use of deferred accounting for the recovery of implementation costs of the gas Customer Choice program. As of March 2003, approximately 160,000 customers are participating in the gas Customer Choice program.

Minimum Pension Liability

In December 2002, we recorded an additional minimum pension liability as required under SFAS No. 87, “ Employers’ Accounting for Pensions, ” with offsetting amounts to an intangible asset and other comprehensive income. During the first quarter of 2003, the MPSC Staff provided an opinion that the MPSC’s traditional rate setting process allowed for the recovery of pension costs as measured by SFAS No. 87. Based on the MPSC Staff discussions, management believes that it will be allowed to recover in rates the minimum pension liability associated with its regulated operations. Accordingly, we reclassified approximately $641 million ($417 million net of tax) of other comprehensive loss associated with the minimum pension liability to a regulatory asset as of March 31, 2003.

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

NOTE 5 – EARNINGS PER SHARE

We report both basic and diluted earnings per share. Basic earnings per share is computed by dividing net income before accounting changes by the weighted average number of common shares outstanding during the period. Diluted earnings per share assumes the issuance of potentially dilutive common shares outstanding during the period and the repurchase of common shares that would have occurred with proceeds from the assumed issuance. Diluted earnings per share assumes the exercise of stock options, vesting of non-vested stock awards and the issuance of performance share awards. A reconciliation of both calculations for the 2003 and 2002 first quarter is presented in the table below:


                 
    Three Months Ended
    March 31
   
(Thousands, except per share amounts)   2003   2002
   
 
Basic Earnings Per Share
               
Income from continuing operations
  $ 108,018     $ 192,184  
 
   
     
 
Average number of common shares outstanding
    167,242       160,725  
 
   
     
 
Earnings per share of common stock based on weighted average number of shares outstanding
  $ .65     $ 1.20  
 
   
     
 
Diluted Earnings Per Share
               
Income from continuing operations
  $ 108,018     $ 192,184  
 
   
     
 
Average number of common shares outstanding
    167,242       160,725  
Incremental shares from stock based awards
    715       640  
 
   
     
 
Average number of dilutive shares outstanding
    167,957       161,365  
 
   
     
 
Earnings per share of common stock assuming issuance of incremental shares
  $ .64     $ 1.19  
 
   
     
 

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NOTE 6 – LONG -TERM DEBT

In February 2003, MichCon issued $200 million of 5.7% senior notes due in March 2033.

In April 2003, DTE Energy issued $400 million of 6-3/8% senior notes due in April 2033. In conjunction with this issuance, DTE Energy exchanged $100 million principal amount of existing Enterprises debt due April 2008. The exchange premium and other costs associated with the original debt will be deferred and amortized to interest expense over the term of the new debt.

NOTE 7 – CONTINGENCIES

We purchase and sell electricity, gas and coke to numerous companies operating in the steel, automotive, energy and retail industries. A number of customers have filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code, including, without limitation, certain Enron Corporation affiliates, National Steel Company and Bethlehem Steel Company. At March 31, 2003, we had approximately $65 million of accounts receivable and approximately $40 million of accounts payable with these bankrupt companies. We regularly review contingent matters relating to purchase and sale contracts and record provisions for amounts considered probable of loss. We believe our previously accrued amounts are adequate for probable losses. The final resolution of these matters is not expected to have a material effect on our financial statements in the period they are resolved.

We are involved in certain legal (including commercial matters), administrative and environmental proceedings before various courts, arbitration panels and governmental agencies concerning claims arising in the ordinary course of business. These proceedings include certain contract disputes, environmental reviews and investigations, and pending judicial matters. We cannot predict the final disposition of such proceedings. We regularly review legal matters and record provisions for claims that are considered probable of loss. The resolution of pending proceedings is not expected to have a material effect on our financial statements in the period they are resolved.

See Note 4 for a discussion of contingencies related to Regulatory Matters.

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NOTE 8 – SEGMENT INFORMATION

DTE Energy has the following nine reportable segments. Inter-segment revenues are not material.


                       
          Three Months Ended
          March 31
         
(in Millions)   2003   2002
   
 
Operating Revenues
               
Energy Resources
               
   
Regulated – Power Generation
  $ 617     $ 617  
 
   
     
 
   
Non-regulated
               
     
Energy Services
    230       128  
     
Energy Marketing & Trading
    307       203  
     
Other
    51       36  
 
   
     
 
   
Total Non-regulated
    588       367  
 
   
     
 
 
    1,205       984  
 
   
     
 
Energy Distribution
               
   
Regulated – Power Distribution
    320       313  
   
Non-regulated
    5       4  
 
   
     
 
 
    325       317  
 
   
     
 
Energy Gas
               
   
Regulated – Gas Distribution
    639       601  
   
Non-regulated
    21       22  
 
   
     
 
 
    660       623  
 
   
     
 
Corporate & Other
    3        
Reconciliations & Eliminations
    (98 )     (30 )
 
   
     
 
Total
               
   
Regulated
    1,576       1,531  
   
Non-regulated (1)
    519       363  
 
   
     
 
 
  $ 2,095     $ 1,894  
 
   
     
 

(1)   Includes Corporate & Other

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            Three Months Ended
            March 31
           
(in Millions)   2003   2002
   
 
Net Income (Loss)
               
Energy Resources
               
   
Regulated – Power Generation
  $ 25     $ 61  
 
   
     
 
   
Non-regulated
               
     
Energy Services
    51       32  
     
Energy Marketing & Trading
    44       18  
     
Other
           
 
   
     
 
   
Total Non-regulated
    95       50  
 
   
     
 
 
    120       111  
 
   
     
 
Energy Distribution
               
   
Regulated – Power Distribution
    (4 )     27  
   
Non-regulated
    (4 )     (3 )
 
   
     
 
 
    (8 )     24  
 
   
     
 
Energy Gas
               
   
Regulated – Gas Distribution
    59       54  
   
Non-regulated
    8       6  
 
   
     
 
 
    67       60  
 
   
     
 
Corporate & Other
    (71 )     (3 )
 
   
     
 
Income from Continuing Operations
               
   
Regulated
    80       142  
   
Non-regulated (1)
    28       50  
 
   
     
 
 
    108       192  
Discontinued Operations
    74       8  
Cumulative Effect of Accounting Changes
    (27 )      
 
   
     
 
Net Income
  $ 155     $ 200  
 
   
     
 

Diluted Earnings (Loss) per Share
               
   
Regulated
  $ .48     $ .88  
   
Non-regulated (1)
    .16       .31  
 
   
     
 
Income from Continuing Operations
    .64       1.19  
Discontinued Operations
    .44       .05  
Cumulative Effect of Accounting Changes
    (.16 )      
 
   
     
 
Net Income
  $ .92     $ 1.24  
 
   
     
 

(1)   Includes Corporate & Other.

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NOTE 9 – CONSOLIDATING FINANCIAL STATEMENTS

Debt securities issued by Enterprises are subject to a full and unconditional guaranty by DTE Energy. The following DTE Energy consolidating financial statements are presented and include separately Corporate & Other, Enterprises and all other subsidiaries. Enterprises includes MichCon and other non-regulated gas subsidiaries. The other subsidiaries include Detroit Edison and other non-regulated electric subsidiaries.

DTE ENERGY COMPANY
CONSOLIDATING STATEMENTS OF OPERATIONS

                                           
      Three Months Ended March 31, 2003  
     
 
      DTE                     Eliminations          
      Energy     DTE     Other     and     Consolidated  
      Company     Enterprises     Subsidiaries     Reclasses     Total  
(in Millions)  
   
   
   
   
 
Operating Revenues
  $     $ 894     $ 1,264     $ (63 )   $ 2,095  
 
 
   
   
   
   
 
Operating Expenses
                                       
 
Fuel, purchased power and gas
          627       246       (60 )     813  
 
Operation and maintenance
    (65 )     130       693       (3 )     755  
 
Depreciation, depletion and amortization
          30       167             197  
 
Taxes other than income
          19       78             97  
 
 
   
   
   
   
 
 
    (65 )     806       1,184       (63 )     1,862  
 
 
   
   
   
   
 
Operating Income
    65       88       80             233  
 
 
   
   
   
   
 
Other (Income) and Deductions
                                       
 
Interest expense
    44       21       81       (13 )     133  
 
Preferred stock dividends of subsidiaries
          2       4             6  
 
Interest income
    (10 )     (3 )     (8 )     13       (8 )
 
Other income
    (105 )     (5 )     (8 )     105       (13 )
 
Other expense
    15       (1 )     19             33  
 
 
   
   
   
   
 
 
    (56 )     14       88       105       151  
 
 
   
   
   
   
 
Income Before Income Taxes
    121       74       (8 )     (105 )     82  
Income Tax Provision (Benefit)
    35       32       (93 )           (26 )
 
 
   
   
   
   
 
Income from Continuing Operations
    86       42       85       (105 )     108  
Discontinued Operations
                                       
 
       Income from operations
                5             5  
 
       Gain on sale
    69                         69  
 
 
   
   
   
   
 
 
    69             5             74  
Cumulative Effect of Accounting Changes
                                       
 
Asset retirement obligations
          (2 )     (9 )           (11 )
 
Energy trading activities
          (13 )     (3 )           (16 )
 
 
   
   
   
   
 
 
          (15 )     (12 )           (27 )
 
 
   
   
   
   
 
Net Income
  $ 155     $ 27     $ 78     $ (105 )   $ 155  
 
 
   
   
   
   
 

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DTE ENERGY COMPANY
CONSOLIDATING STATEMENTS OF OPERATIONS

                                           
      Three Months Ended March 31, 2002  
     
 
      DTE     DTE             Eliminations          
      Energy     Energy     Other     and     Consolidated  
      Company     Enterprises     Subsidiaries     Reclasses     Total  
     
   
   
   
   
 
(in Millions)                                        
Operating Revenues
  $     $ 795     $ 1,113     $ (14 )   $ 1,894  
 
 
   
   
   
   
 
Operating Expenses
                                       
 
Fuel, purchased power and gas
          536       202       (11 )     727  
 
Operation and maintenance
    (25 )     84       489       3       551  
 
Depreciation, depletion and amortization
          30       159             189  
 
Taxes other than income
          19       74             93  
 
 
   
   
   
   
 
 
    (25 )     669       924       (8 )     1,560  
 
 
   
   
   
   
 
Operating Income
    25       126       189       (6 )     334  
 
 
   
   
   
   
 
Other (Income) and Deductions
                                       
 
Interest expense
    39       25       82       (10 )     136  
 
Preferred stock dividends of subsidiaries
          5       3             8  
 
Interest income
    (7 )     (4 )     (4 )     10       (5 )
 
Other income
    (194 )     (7 )     (2 )     194       (9 )
 
Other expense
          1       14             15  
 
 
   
   
   
   
 
 
    (162 )     20       93       194       145  
 
 
   
   
   
   
 
Income Before Income Taxes
    187       106       96       (200 )     189  
Income Tax Provision (Benefit)
    (13 )     38       (28 )           (3 )
 
 
   
   
   
   
 
Income from Continuing Operations
    200       68       124       (200 )     192  
Discontinued Operations
                                       
 
Income from operations
                8             8  
 
 
   
   
   
   
 
Net Income
  $ 200     $ 68     $ 132     $ (200 )   $ 200  
 
 
   
   
   
   
 

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DTE ENERGY COMPANY
CONSOLIDATING STATEMENTS OF FINANCIAL POSITION

                                             
        March 31, 2003  
       
 
        DTE                     Eliminations          
        Energy     DTE     Other     and     Consolidated  
(in Millions, Except Shares)   Company     Enterprises     Subsidiaries     Reclasses     Total  

 
   
   
   
   
 
ASSETS
                                       
Current Assets
                                       
 
Cash and cash equivalents
  $ 15     $ 14     $ 107     $     $ 136  
 
Restricted cash
                90             90  
 
Accounts receivable
                                       
   
Customer, less allowance for doubtful accounts
          520       668             1,188  
   
Accrued unbilled revenues
          75       147             222  
   
Other
    1,517       601       456       (2,256 )     318  
 
Inventories
                                       
   
Fuel and gas
          56       162             218  
   
Materials and supplies
          17       144             161  
 
Assets from risk management and trading activities
          178       198       (2 )     374  
 
Other
    95       119       40       (76 )     178  
 
 
 
   
   
   
   
 
 
    1,627       1,580       2,012       (2,334 )     2,885  
 
 
 
   
   
   
   
 
Investments
                                       
 
Nuclear decommissioning trust funds
                423             423  
 
Other
    6,301       438       284       (6,535 )     488  
 
 
 
   
   
   
   
 
 
    6,301       438       707       (6,535 )     911  
 
 
 
   
   
   
   
 
Property
                                       
 
Property, plant and equipment
          3,713       13,760       (3 )     17,470  
 
Less accumulated depreciation and depletion
          (2,082 )     (5,730 )           (7,812 )
 
 
 
   
   
   
   
 
 
          1,631       8,030       (3 )     9,658  
 
 
 
   
   
   
   
 
Other Assets
                                       
 
Goodwill
          2,036       39             2,075  
 
Regulatory assets
          45       2,012             2,057  
 
Securitized regulatory assets
                1,591             1,591  
 
Assets from risk management and trading activities
          144       18             162  
 
Prepaid pension assets
          175                   175  
 
Other
    9       204       303       (1 )     515  
 
 
 
   
   
   
   
 
 
    9       2,604       3,963       (1 )     6,575  
 
 
 
   
   
   
   
 
Total Assets
  $ 7,937     $ 6,253     $ 14,712     $ (8,873 )   $ 20,029  
 
 
 
   
   
   
   
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
                                       
Current Liabilities
                                       
 
Accounts payable
  $ 88     $ 479     $ 585     $ (313 )   $ 839  
 
Accrued interest
    49       17       56       (2 )     120  
 
Dividends payable
    87       1       76       (74 )     90  
 
Accrued payroll
          6       23             29  
 
Short-term borrowings
    420       414       997       (1,800 )     31  
 
Current portion of long-term debt, including capital leases
    400       327       137             864  
 
Liabilities from risk management and trading activities
          261       158       (2 )     417  
 
Other
    371       280       31             682  
 
 
 
   
   
   
   
 
 
    1,415       1,785       2,063       (2,191 )     3,072  
 
 
 
   
   
   
   
 
Other Liabilities
                                       
 
Deferred income taxes
    (385 )     (303 )     1,815       (1 )     1,126  
 
Regulatory liabilities
          142       40             182  
 
Asset retirement obligations
          21       807             828  
 
Unamortized investment tax credit
          22       143             165  
 
Liabilities from risk management and trading activities
          190       11             201  
 
Liabilities from transportation and storage contracts
          508                   508  
 
Accrued pension liability
                380             380  
 
Nuclear decommissioning
                54             54  
 
Other
    (87 )     188       777       (157 )     721  
 
 
 
   
   
   
   
 
 
    (472 )     768       4,027       (158 )     4,165  
 
 
 
   
   
   
   
 
Long-Term Debt
                                       
 
Mortgage bonds, notes and other
    1,733       779       3,313       (185 )     5,640  
 
Securitization bonds
                1,539             1,539  
 
Equity-linked securities
    189                         189  
 
Capital lease obligations
          1       80             81  
 
 
 
   
   
   
   
 
 
    1,922       780       4,932       (185 )     7,449  
 
 
 
   
   
   
   
 
Obligated Mandatorily Redeemable Preferred Securities of Subsidiaries Holding Solely Debentures of DTE Energy or Enterprises
          97       174             271  
 
 
 
   
   
   
   
 
Shareholders’ Equity
                                       
 
Common stock, without par value, 400,000,000 shares authorized, 167,731,242 shares issued and outstanding
    3,063       3,192       2,383       (5,575 )     3,063  
 
Retained earnings
    2,206       (117 )     1,133       (1,016 )     2,206  
 
Accumulated other comprehensive loss
    (197 )     (252 )           252       (197 )
 
 
 
   
   
   
   
 
 
    5,072       2,823       3,516       (6,339 )     5,072  
 
 
 
   
   
   
   
 
Total Liabilities and Shareholders’ Equity
  $ 7,937     $ 6,253     $ 14,712     $ (8,873 )   $ 20,029  
 
 
 
   
   
   
   
 

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DTE ENERGY COMPANY
CONSOLIDATING STATEMENTS OF FINANCIAL POSITION

                                             
        December 31, 2002  
       
 
        DTE                     Eliminations          
        Energy     DTE     Other     and     Consolidated  
(in Millions, Except Shares)   Company     Enterprises     Subsidiaries     Reclasses     Total  

 
   
   
   
   
 
ASSETS
                                       
Current Assets
                                       
 
Cash and cash equivalents
  $ 21     $ 12     $ 100     $     $ 133  
 
Restricted cash
                237             237  
 
Accounts receivable
                                       
   
Customer, less allowance for doubtful accounts
          301       601             902  
   
Accrued unbilled revenues
          119       177             296  
   
Other
    778       150       436       (1,127 )     237  
 
Inventories
                                       
   
Fuel and gas
          219       194             413  
   
Materials and supplies
          19       144             163  
 
Assets from risk management and trading activities
          78       146             224  
 
Other
    22       118       21       (2 )     159  
 
 
 
   
   
   
   
 
 
    821       1,016       2,056       (1,129 )     2,764  
 
 
 
   
   
   
   
 
Investments
                                       
 
Nuclear decommissioning trust funds
                417             417  
 
Other
    6,313       436       577       (6,839 )     487  
 
 
 
   
   
   
   
 
 
    6,313       436       994       (6,839 )     904  
 
 
 
   
   
   
   
 
Property
                                       
 
Property, plant and equipment
          3,679       14,186       (3 )     17,862  
 
Less accumulated depreciation and depletion
          (2,051 )     (5,998 )           (8,049 )
 
 
 
   
   
   
   
 
 
          1,628       8,188       (3 )     9,813  
 
 
 
   
   
   
   
 
Other Assets
                                       
 
Goodwill
          2,080       39             2,119  
 
Regulatory assets
          45       1,152             1,197  
 
Securitized regulatory assets
                1,613             1,613  
 
Assets from risk management and trading activities
          133       19             152  
 
Prepaid pension assets
          172                   172  
 
Other
    11       189       306       (2 )     504  
 
 
 
   
   
   
   
 
 
    11       2,619       3,129       (2 )     5,757  
 
 
 
   
   
   
   
 
Total Assets
  $ 7,145     $ 5,699     $ 14,367     $ (7,973 )   $ 19,238  
 
 
 
   
   
   
   
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
                                       
Current Liabilities
                                       
 
Accounts payable
  $ 73     $ 307     $ 551     $ (284 )   $ 647  
 
Accrued interest
    17       18       83       (3 )     115  
 
Dividends payable
    86       1       76       (73 )     90  
 
Accrued payroll
          9       40             49  
 
Short-term borrowings
    440       450       274       (750 )     414  
 
Current portion of long-term debt, including capital leases
    400       259       359             1,018  
 
Liabilities from risk management and trading activities
          159       126       (1 )     284  
 
Other
    83       104       409             596  
 
 
 
   
   
   
   
 
 
    1,099       1,307       1,918       (1,111 )     3,213  
 
 
 
   
   
   
   
 
Other Liabilities
                                       
 
Deferred income taxes
    (339 )     (305 )     1,561       (1 )     916  
 
Regulatory liabilities
          142       37             179  
 
Unamortized investment tax credit
          22       146             168  
 
Liabilities from risk management and trading activities
          199       9             208  
 
Liabilities from transportation and storage contracts
          523                   523  
 
Accrued pension liability
          21       561             582  
 
Nuclear decommissioning
                416             416  
 
Other
    (104 )     146       1,032       (391 )     683  
 
 
 
   
   
   
   
 
 
    (443 )     748       3,762       (392 )     3,675  
 
 
 
   
   
   
   
 
Long-Term Debt
                                       
 
Mortgage bonds, notes and other
    1,733       738       3,371       (186 )     5,656  
 
Securitization bonds
                1,585             1,585  
 
Equity-linked securities
    191                         191  
 
Capital lease obligations
          2       80             82  
 
 
 
   
   
   
   
 
 
    1,924       740       5,036       (186 )     7,514  
 
 
 
   
   
   
   
 
Obligated Mandatorily Redeemable Preferred Securities of
Subsidiaries Holding Solely Debentures of DTE Energy or
Enterprises
          97       174             271  
 
 
 
   
   
   
   
 
Shareholders’ Equity
                                       
 
Common stock, without par value, 400,000,000 shares authorized, 167,462,430 shares issued and outstanding
    3,052       3,191       2,711       (5,902 )     3,052  
 
Retained earnings
    2,132       (131 )     1,185       (1,054 )     2,132  
 
Accumulated other comprehensive loss
    (619 )     (253 )     (419 )     672       (619 )
 
 
 
   
   
   
   
 
 
    4,565       2,807       3,477       (6,284 )     4,565  
 
 
 
   
   
   
   
 
Total Liabilities and Shareholders’ Equity
  $ 7,145     $ 5,699     $ 14,367     $ (7,973 )   $ 19,238  
 
 
 
   
   
   
   
 

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DTE ENERGY COMPANY
CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)

                                             
        Three Months Ended March 31, 2003  
       
 
        DTE     DTE             Eliminations          
        Energy     Energy     Other     and     Consolidated  
        Company     Enterprises     Subsidiaries     Reclasses     Total  
       
   
   
   
   
 
(in Millions)                                        
Net Cash From (Used For) Operating Activities
  $ 199     $ 346     $ (324 )   $ (87 )   $ 134  
 
 
   
   
   
   
 
Investing Activities
                   
 
Plant and equipment expenditures regulated
          (14 )     (177 )           (191 )
 
Plant and equipment expenditures non-regulated
          (8 )     (12 )           (20 )
 
Proceeds from sale of assets
    610             18             628  
 
Restricted cash for debt redemptions
                147             147  
 
Capital contribution to subsidiary
    (170 )                 170        
 
Other investments
    (546 )     (385 )     28       882       (21 )
 
 
   
   
   
   
 
   
Net cash from (used for) investing activities
    (106 )     (407 )     4       1,052       543  
 
 
   
   
   
   
 
Financing Activities
 
Issuance of long-term debt
          199                   199  
 
Redemption of long-term debt
    (2 )     (88 )     (327 )           (417 )
 
Short-term borrowings, net
    (21 )     (36 )     554       (881 )     (384 )
 
Capital contribution by parent company
                170       (170 )      
 
Issuance of common stock, net
    10                         10  
 
Dividends on common stock
    (86 )     (12 )     (74 )     86       (86 )
 
Other
                4               4  
 
 
   
   
   
   
 
   
Net cash from (used for) financing activities
    (99 )     63       327       (965 )     (674 )
 
 
   
   
   
   
 
Net Increase (Decrease) in Cash and Cash Equivalents
    (6 )     2       7             3  
Cash and Cash Equivalents at Beginning of Period
    21       12       100             133  
 
 
   
   
   
   
 
Cash and Cash Equivalents at End of Period
  $ 15     $ 14     $ 107     $     $ 136  
 
 
   
   
   
   
 

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DTE ENERGY COMPANY
CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)

                                             
        Three Months Ended March 31, 2002  
       
 
        DTE     DTE             Eliminations          
        Energy     Energy     Other     and     Consolidated  
        Company     Enterprises     Subsidiaries     Reclasses     Total  
       
   
   
   
   
 
(in Millions)                                        
Net Cash From (Used For) Operating Activities
  $ (97 )   $ 349     $ (170 )   $ (74 )   $ 8  
 
 
   
   
   
   
 
Investing Activities
                                       
 
Plant and equipment expenditures — regulated
            (17 )     (145 )             (162 )
 
Plant and equipment expenditures — non-regulated
          (8 )     (60 )           (68 )
 
Proceeds from sale of assets
          7                   7  
 
Restricted cash for debt redemptions
                62             62  
 
Other investments
          (1 )     (34 )           (35 )
 
 
   
   
   
   
 
   
Net cash from (used for) investing activities
          (19 )     (177 )           (196 )
 
 
   
   
   
   
 
Financing Activities
                                       
 
Redemption of long-term debt
          (91 )     (90 )           (181 )
 
Issuance of preferred securities
                180             180  
 
Redemption of preferred securities
          (180 )                 (180 )
 
Short-term borrowings, net
    189       (58 )     130             261  
 
Dividends on common stock
    (84 )           (74 )     74       (84 )
 
Other
    (2 )             (1 )             (3 )
 
 
   
   
   
   
 
   
Net cash from (used for) financing activities
    103       (329 )     145       74       (7 )
 
 
   
   
   
   
 
Net Increase (Decrease) in Cash and Cash Equivalents
    6       1       (202 )           (195 )
Cash and Cash Equivalents at Beginning of the Period
    8       9       251             268  
 
 
   
   
   
   
 
Cash and Cash Equivalents at End of the Period
  $ 14     $ 10     $ 49     $     $ 73  
 
 
   
   
   
   
 

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INDEPENDENT ACCOUNTANTS’ REPORT

To the Board of Directors and Shareholders of
DTE Energy Company

We have reviewed the accompanying condensed consolidated statement of financial position of DTE Energy Company and subsidiaries as of March 31, 2003, and the related condensed consolidated statements of operations, cash flows and changes in shareholders’ equity and comprehensive income for the three-month periods ended March 31, 2003 and 2002. These financial statements are the responsibility of DTE Energy 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 DTE Energy Company and subsidiaries as of December 31, 2002, and the related consolidated statements of operations, cash flows and changes in shareholders’ equity for the year then ended (not presented herein); and in our report dated February 11, 2003 (February 28, 2003 as to Note 21 and March 12, 2003 as to Note 22), we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated statement of financial position as of December 31, 2002 is fairly stated, in all material respects, in relation to the consolidated statement of financial position from which it has been derived.

/S/ DELOITTE & TOUCHE LLP

Detroit, Michigan
May 2, 2003

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EXHIBITS AND REPORTS ON FORM 8-K

     
(a)   Exhibits.
     
Exhibit
Number
  Description

 
4(o)   Supplemental Indenture dated as of April 1, 2003, Supplementing the Amended and Restated Indenture dated as of April 9, 2001 providing for 2003 Series A 6 3/8% Senior Notes Due 2033
     
10-49   DTE Energy Affiliates Nonqualified Plans Master Trust effective May 1, 2003
     
15-12   Awareness Letter of Deloitte & Touche LLP
     
99-11   Chief Executive Officer Certification of Periodic Report
     
99-12   Chief Financial Officer Certification of Periodic Report
     
(b)   Reports on Form 8-K.
     
    We filed a report on Form 8-K during the first quarter ended March 31, 2003, dated February 28, 2003.

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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.

                 
 
          DTE ENERGY COMPANY
 
               
Date:
May 14, 2003   /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 DTE Energy Company, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of DTE Energy 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.
  Date:   May 14, 2003
Anthony F. Earley, Jr.
Chairman, President, Chief Executive and
Chief Operating Officer of DTE Energy Company
       

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FORM 10-Q CERTIFICATION

I, David E. Meador, Senior Vice President and Chief Financial Officer of DTE Energy Company, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of DTE Energy 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
  Date:   May 14, 2003
David E. Meador
Senior Vice President and
Chief Financial Officer of DTE Energy Company
       

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DTE Energy Company
Quarterly Report on Form 10-Q for Quarter Ended March 31, 2003
File No. 1-11607

Exhibit Index

     
Exhibit    
Number   Description

 
4(o)   Supplemental Indenture dated as of April 1, 2003, Supplementing the Amended and Restated Indenture dated as of April 9, 2001 providing for 2003 Series A 6 3/8% Senior Notes Due 2033
     
10-49   DTE Energy Affiliates Nonqualified Plans Master Trust effective May 1, 2003
     
15-12   Awareness Letter of Deloitte & Touche LLP
     
99-11   Chief Executive Officer Certification of Periodic Report
     
99-12   Chief Financial Officer Certification of Periodic Report

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Exhibit 4(o)

DTE ENERGY COMPANY
AND
THE BANK OF NEW YORK
TRUSTEE


SUPPLEMENTAL INDENTURE
DATED AS OF APRIL 1, 2003


SUPPLEMENTING THE AMENDED AND RESTATED INDENTURE
DATED AS OF APRIL 9, 2001

PROVIDING FOR

2003 SERIES A 6 3/8% SENIOR NOTES DUE 2033


SUPPLEMENTAL INDENTURE, dated as of the 1st day of April, 2003, between DTE ENERGY COMPANY, a corporation organized and existing under the laws of the State of Michigan (the "Company"), and THE BANK OF NEW YORK, a New York banking corporation, having its principal office in The City of New York, New York, as trustee (the "Trustee");

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Amended and Restated Indenture, dated as of April 9, 2001 (the "Original Indenture"), as amended, supplemented or modified (as so amended, supplemented or modified, the "Indenture") providing for the issuance by the Company from time to time of its debt securities; and

WHEREAS, the Company now desires to provide for the issuance of a series of its unsecured, senior debt securities pursuant to the Original Indenture; and

WHEREAS, the Company, in the exercise of the power and authority conferred upon and reserved to it under the provisions of the Original Indenture, including Section 901 thereof, and pursuant to appropriate resolutions of the Board of Directors, has duly determined to make, execute and deliver to the Trustee this Supplemental Indenture to the Original Indenture as permitted by Section 201 and Section 301 of the Original Indenture in order to establish the form or terms of, and to provide for the creation and issue of, a series of its debt securities under the Original Indenture, which shall be known as the "2003 Series A 6 3/8% Senior Notes due 2033"; and

WHEREAS, all things necessary to make such debt securities, when executed by the Company and authenticated and delivered by the Trustee or any Authenticating Agent and issued upon the terms and subject to the conditions hereinafter and in the Original Indenture set forth against payment therefor, the valid, binding and legal obligations of the Company and to make this Supplemental Indenture a valid, binding and legal agreement of the Company, have been done;

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH that, in order to establish the terms of a series of debt securities, and for and in consideration of the premises and of the covenants contained in the Original Indenture and in this Supplemental Indenture and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed as follows:

ARTICLE ONE

DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION

SECTION 101. Definitions. Each capitalized term that is used herein and is defined in the Original Indenture shall have the meaning specified in the Original Indenture unless such term is otherwise defined herein. The following terms shall have the respective meanings set forth below:


"Business Day" means any day other than a Saturday or Sunday or a day on which commercial banks in The City of New York are required or authorized by law or executive order to be closed.

SECTION 102. Section References. Each reference to a particular section set forth in this Supplemental Indenture shall, unless the context otherwise requires, refer to this Supplemental Indenture.

ARTICLE TWO

TITLE AND TERMS OF THE SECURITIES

SECTION 201. Title of the Securities; Stated Maturity. This Supplemental Indenture hereby establishes a series of Securities, which shall be known as the Company's "2003 Series A 6 3/8% Senior Notes due 2033" (the "Notes"). The Stated Maturity on which the principal of the Notes shall be due and payable will be April 15, 2033.

SECTION 202. Rank. The Notes shall rank equally with all other unsecured and unsubordinated indebtedness of the Company from time to time outstanding.

SECTION 203. Variations from the Original Indenture. Section 1009 of the Original Indenture shall be applicable to the Notes. Section 403(2) and
Section 403(3) shall be applicable to the Notes; the Company's obligations under
Section 1009, without limitation, shall be subject to defeasance in accordance with Section 403(3).

SECTION 204. Amount and Denominations; DTC. (a) The aggregate principal amount of the Notes that may be issued under this Supplemental Indenture is limited initially to $400,000,000 (except as provided in Section 301(2) of the Original Indenture); provided that the Company may, without the consent of the Holders of the Outstanding Notes, "reopen" the Notes so as to increase the aggregate principal amount of the Notes Outstanding in compliance with the procedures set forth in the Original Indenture, including Section 301 and Section 303 thereof, so long as any such additional Notes have the same tenor and terms (including, without limitation, rights to receive accrued and unpaid interest) as the Notes then Outstanding. No additional Notes may be issued if an Event of Default has occurred. The Notes shall be issuable only in fully registered form and, as permitted by Section 301 and Section 302 of the Original Indenture, in denominations of $1,000 and integral multiples thereof. The Notes will initially be issued in global form (the "Global Notes") under a book-entry system, registered in the name of The Depository Trust Company, as depository ("DTC"), or its nominee, which is hereby designated as "Depositary" under the Indenture.

(b) Further to Section 305 of the Original Indenture, any Global Note shall be exchangeable for Notes registered in the name of, and a transfer of a Global Note may be registered to, any Person other than the Depositary for such Note or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either such case, the Company does not appoint a successor Depositary within 90 days thereafter, (ii) the Company executes and delivers to the Trustee a Company

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Order that such Global Note shall be so exchangeable and the transfer thereof so registrable or (iii) there shall have occurred and be continuing an Event of Default or an event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default with respect to the Notes. Upon the occurrence in respect of a Global Note of any or more of the conditions specified in clause (i), (ii) or (iii) of the preceding sentence, such Global Note may be exchanged for Notes registered in the name of, and the transfer of such Global Note may be registered to, such Persons (including Persons other than the Depositary and its nominees) as such Depositary, in the case of an exchange, and the Company, in the case of a transfer, shall direct.

SECTION 205. Terms of the Notes.

(a) The Notes shall bear interest at the rate of 6 3/8% per annum on the principal amount thereof from April 15, 2003, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, until the principal of the Notes becomes due and payable, and on any overdue principal and premium and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum during such overdue period. Interest on the Notes will be payable semiannually in arrears on April 15 and October 15 of each year (each such date, an "Interest Payment Date"), commencing October 15, 2003. The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year.

(b) In the event that any Interest Payment Date, redemption date or other date of Maturity of the Notes is not a Business Day, then payment of the amount payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date with respect to any Note will, as provided in the Original Indenture, be paid to the person in whose name the Note (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the relevant record date for such interest installment, which shall be the fifteenth calendar day (whether or not a Business Day) prior to the relevant Interest Payment Date (the "Regular Record Date"). Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such Regular Record Date, and may either be paid to the person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Original Indenture. The principal of, and premium, if any, and the interest on the Notes shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at the close of business on the Regular Record Date at such address as shall appear in the Security Register.

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(c) The Notes are not subject to repayment at the option of the Holders thereof and are not subject to any sinking fund. As provided in the form of Note attached hereto as Exhibit A, the Notes are subject to optional redemption, as a whole or in part, by the Company prior to Stated Maturity of the principal thereof on the terms set forth therein. Except as modified in the form of the Note, redemption shall be effected in accordance with Article Eleven of the Original Indenture.

(d) The Notes shall have such other terms and provisions as are set forth in the form of Note attached hereto as Exhibit A (which is incorporated by reference in and made a part of this Supplemental Indenture as if set forth in full at this place).

SECTION 206. Form of Notes. Attached hereto as Exhibit A is the form of the Notes.

ARTICLE THREE

MISCELLANEOUS PROVISIONS

The Trustee makes no undertaking or representations in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Supplemental Indenture or the proper authorization or the due execution hereof by the Company or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company.

Except as expressly amended hereby, the Original Indenture shall continue in full force and effect in accordance with the provisions thereof and the Original Indenture is in all respects hereby ratified and confirmed. This Supplemental Indenture and all its provisions shall be deemed a part of the Original Indenture in the manner and to the extent herein and therein provided.

This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

4

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the day and year first above written.

DTE ENERGY COMPANY

                                        By: /s/N. A. Khouri
                                            Name: N.A. Khouri
                                            Title: Vice President and Treasurer

ATTEST:

By: /s/Teresa M. Sebastian

                                        THE BANK OF NEW YORK

                                        By: /s/Paul Schmalzel
                                            Name: Paul Schmalzel
                                            Title: Vice President

5

EXHIBIT A

FORM OF NOTE

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY ("DTC"), TO A NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),

ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

CUSIP NO.: 233331 AJ 6                                $400,000,000
NO. R--1

DTE ENERGY COMPANY

2003 SERIES A 6 3/8% SENIOR NOTES DUE 2033

DTE ENERGY COMPANY, a corporation duly organized and existing under the laws of the State of Michigan (herein referred to as the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $400,000,000 on April 15, 2033 ("Stated Maturity" with respect to the principal of this Note), unless previously redeemed, and to pay interest at the rate of 6 3/8% per annum on said principal sum from April 1 2003, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, until the principal of this Note becomes due and payable, and on any overdue principal and premium and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum during such overdue period. Interest on this Note will be payable semiannually in arrears on April 15 and October 15 of each year (each such date, an "Interest Payment Date"), commencing October 15, 2003. The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year.

In the event that any Interest Payment Date, redemption date or other date of Maturity of the Notes is not a Business Day, then payment of the amount payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), in each case with the same force and effect as if made on such date. A "Business Day" means any day other than a Saturday or Sunday or a day on which

A-1

commercial banks in The City of New York are required or authorized by law or executive order to be closed. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date with respect to this Note will, as provided in the Indenture, be paid to the person in whose name this Note is registered at the close of business on the relevant record date for such interest installment, which shall be the fifteenth calendar day (whether or not a Business Day) prior to the relevant Interest Payment Date (the "Regular Record Date"). Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such Regular Record Date, and may either be paid to the person in whose name this Note is registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of, and premium, if any, and the interest on the Notes shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at the close of business on the Regular Record Date at such address as shall appear in the Security Register. Notwithstanding anything else contained herein, if this Note is a Global Note and is held in book-entry form through the facilities of the Depositary, payments on this Note will be made to the Depositary or its nominee in accordance with arrangements then in effect between the Trustee and the Depositary.

This Note is one of a duly authorized series of Securities of the Company, designated as the "2003 Series A 6 3/8% Senior Notes due 2033" (the "Notes"), initially limited to an aggregate principal amount of $400,000,000 (except for Notes authenticated and delivered upon transfer of, or in exchange for, or in lieu of other Notes, and except as further provided in the Indenture), all issued or to be issued under and pursuant to an Amended and Restated Indenture, dated as of April 9, 2001, as supplemented by two supplemental indentures thereto, including the Seventh Supplemental Indenture dated as of April 1, 2003 (together, as amended, supplemented or modified, the "Indenture"), duly executed and delivered between the Company and The Bank of New York, a New York banking corporation, as Trustee (herein referred to as the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the registered Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered.

This Note is not subject to repayment at the option of the Holder hereof. This Note is not subject to any sinking fund.

This Note will be redeemable at the option of the Company, in whole at any time or in part from time to time (any such date of optional redemption, an "Optional Redemption Date," which shall be a "Redemption Date" for purposes of the Indenture), at an optional redemption price (which shall be a "Redemption Price" for purposes of the Indenture) equal to the greater of (i) 100% of the principal amount of this Note to be redeemed and (ii) the sum of the present

A-2

values of the principal amount of this Note to be redeemed and the remaining scheduled payments of interest on the principal amount of this Note to be redeemed (exclusive of interest accrued to the related Optional Redemption Date) until Stated Maturity, in each case discounted from their respective scheduled payment dates to such Optional Redemption Date on a semiannual basis (assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury Rate (as defined below) plus 20 basis points, plus in either case, accrued interest thereon to the date of redemption.

"Adjusted Treasury Rate" means, with respect to any Optional Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated on the third Business Day preceding such Optional Redemption Date, using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Optional Redemption Date.

"Comparable Treasury Issue" means the United States Treasury security determined by the Reference Treasury Dealer as having a maturity comparable to the remaining term of this Note that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity with the remaining term of this Note.

"Comparable Treasury Price" means, with respect to any Optional Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for such Optional Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation.

"Reference Treasury Dealer" means each of: (i) Barclays Capital Inc. and Salomon Smith Barney Inc. and (or their respective affiliates which are Primary Treasury Dealers), and their respective successors; provided, however, that if any of the foregoing cease to be a primary U.S. Government securities dealer in The City of New York (a "Primary Treasury Dealer"), the Company shall substitute therefor another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer(s) selected by the Trustee after consultation with the Company.

"Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any Optional Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Optional Redemption Date.

Notice of any optional redemption will be mailed at least 30 days but not more than 60 days before the Optional Redemption Date to the Holder hereof at its registered address.

Unless the Company defaults in payment of the applicable Redemption Price, on and after the applicable Redemption Date interest will cease to accrue on the principal amount of this Note called for redemption.

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If money sufficient to pay the applicable Redemption Price with respect to the principal amount of and accrued interest on the principal amount of this Note to be redeemed on the applicable Redemption Date is deposited with the Trustee or Paying Agent on or before the related Redemption Date and certain other conditions are satisfied, then on or after such Redemption Date, interest will cease to accrue on the principal amount of this Note called for redemption. If the Notes are only partially redeemed by the Company, the Trustee shall select which Notes are to be redeemed by lot or in a manner it deems fair and appropriate in accordance with the terms of the Indenture.

In the event of redemption of this Note in part only, a new Note or Notes for the unredeemed portion hereof will be issued in the name of the registered Holder hereof upon the cancellation hereof.

In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Note upon compliance by the Company with certain conditions set forth therein.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority of the aggregate principal amount of all Notes issued under the Indenture at the time outstanding and affected thereby; provided, however, that no such amendment shall without the consent of the Holder of each Note so affected, among other things (i) change the stated maturity of the principal of, or any installment of principal of or interest on any Notes, or reduce the principal amount thereof, or reduce the rate of interest thereon, or reduce any premium payable upon the redemption thereof or (ii) reduce the percentage of Notes, the Holders of which are required to consent to any amendment or waiver or for certain other matters as set forth in the Indenture. The Indenture also contains provisions permitting (i) the registered Holders of 66 2/3% in aggregate principal amount of the Securities at the time outstanding affected thereby, on behalf of the registered Holders of the Securities, to waive compliance by the Company with certain provisions of the Indenture and (ii) the registered Holders of not less than a majority in aggregate principal amount of the Securities at the time outstanding affected thereby, on behalf of the registered Holders of the Securities, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the registered Holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such registered Holder and upon all future registered Holders and owners of this Note and of any Note issued in exchange hereof or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Note.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay

A-4

the principal of and premium, if any, and interest on this Note at the time and place and at the rate and in the coin or currency herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and any interest on this Note are payable or at such other offices or agencies as the Company may designate, duly endorsed by or accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Security Registrar or any transfer agent duly executed by the registered Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto.

Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, any paying agent and any Security Registrar may deem and treat the registered Holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Security Registrar) for the purpose of receiving payment of or on account of the principal hereof and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Security Registrar shall be affected by any notice to the contrary.

The Notes are issuable only in fully registered form without coupons in denominations of $1,000 and any integral multiple thereof. This Global Note is exchangeable for Notes in definitive form only under certain limited circumstances set forth in the Indenture. The Notes so issued are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of the Notes of a different authorized denomination, as requested by the registered Holder surrendering the same.

As set forth in, and subject to the provisions of, the Indenture, no registered owner of any Note will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless (i) such registered owner shall have previously given to the Trustee written notice of a continuing Event of Default with respect to the Notes, (ii) the registered owners of not less than 25% in principal amount of the outstanding Notes shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee, (iii) the Trustee shall have failed to institute such proceeding within 60 days and (iv) the Trustee shall not have received from the registered owners of a majority in principal amount of the outstanding Notes a direction inconsistent with such request within such 60-day period; provided, however, that such limitations do not apply to a suit instituted by the registered owner hereof for the enforcement of payment of the principal of or premium, if any, or any interest on this Note on or after the respective due dates expressed herein.

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Unless the Certificate of Authentication hereon has been executed by the Trustee or a duly appointed Authentication Agent referred to herein, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

The Indenture and this Note shall be governed by and construed in accordance with the laws of the State of New York.

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

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IN WITNESS WHEREOF, the Company has caused this Instrument to be duly executed.

DTE ENERGY COMPANY

By: _________________________________
N. A. Khouri
Vice President and Treasurer

Date: April 1, 2003

Attest:

By: _________________________________
Teresa M. Sebastian
Assistant Corporate Secretary

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CERTIFICATE OF AUTHENTICATION

This is one of the Notes described in the within mentioned Indenture.

THE BANK OF NEW YORK
as Trustee

By __________________________
Authorized Signatory

Date: April 1, 2003

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


(Please insert Social Security or Other Identifying Number of Assignee)


(Please print or type name and address, including zip code of assignee)

the within Note and all rights thereunder, hereby irrevocably constituting and appointing such person attorneys to transfer the within Note on the books of the Issuer, with full power of substitution in the premises.

Dated: ________________________

NOTICE: The signature of this assignment must correspond with the name as written upon the face of the within Note in every particular, without alteration or enlargement or any change whatever and NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities Transfer Agents Medallion Program ("STAMP"), the Stock Exchange, Inc. Medallion Signature Program ("MSP"). When assignment is made by a guardian, trustee, executor or administrator, an officer of a corporation, or anyone in a representative capacity, proof of his or her authority to act must accompany this Note.

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EXHIBIT 10-49

DTE ENERGY AFFILIATES

NONQUALIFIED PLANS MASTER TRUST


TABLE OF CONTENTS

                                                                                                       PAGE
                                                                                                       ----
Section 1         Definitions............................................................................2
Section 2         Establishment and Funding of Trust.....................................................4
Section 3         Payments to Plan Participants and Their Beneficiaries..................................6
Section 4         Trustee Responsibility Regarding Payments to Trust Beneficiary
                  When Company is Insolvent..............................................................7
Section 5         Payments to Company....................................................................9
Section 6         Investment and Administrative..........................................................9
Section 7         Contractual Settlement and Income; Market Practice Settlements........................11
Section 8         Disposition of Income.................................................................11
Section 9         Accounting by Trustee.................................................................12
Section 10        Responsibility of Trustee.............................................................12
Section 11        Compensation and Expenses of Trustee..................................................14
Section 12        Resignation and Removal of Trustee....................................................15
Section 13        Appointment of Successor..............................................................15
Section 14        Amendment or Termination..............................................................16
Section 15        Miscellaneous.........................................................................16

Appendix A        Prior Plans
Appendix B        Non-qualified Deferred Compensation Plans
Appendix C        Prior Trusts

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DTE ENERGY AFFILIATES
NONQUALIFIED PLANS MASTER TRUST

This Trust Agreement is made effective the 1st day of May 2003, by and between DTE Energy Company, a corporation organized under the laws of the State of Michigan or any successor corporation (the "Company"), and Mellon Bank, N.A., a national banking association organized in the United States (the "Trustee").

WITNESSETH:

WHEREAS, the Company previously adopted the non-qualified deferred compensation plans listed in Appendix A, (the "Prior Plans") which have been replaced by the non-qualified deferred compensation plans listed in Appendix B (the "Plans"); and

WHEREAS, Appendix B may be revised by the Company from time to time prior to a Change in Control to add or delete Plans by delivering to the Trustee a new Appendix B without requiring an amendment of the Trust Agreement; and

WHEREAS, the Company has incurred or expects to incur liability under the terms of the Plans with respect to the individuals participating in the Plans; and

WHEREAS, the Company previously established the irrevocable grantor trusts listed in Appendix C (the "Prior Trusts") to support the Prior Plans and now wishes to merge the Prior Trusts and assets and establish a global benefits trust (hereinafter called the "Trust") and to contribute to the Trust assets that shall be held therein, subject to the claims of the creditors of the Company and, to the extent provided herein, the creditors of Participating Affiliated Companies in the event of Insolvency, as herein defined, until paid to Plan Participants and their Beneficiaries in such manner and at such times as specified in the Plan(s); and

WHEREAS, the terms of the Prior Trusts permit the Prior Trusts to be merged into the Trust as described above; and

WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plans as unfunded plans maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974; and

WHEREAS, it is the intention of the Company to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Plans.

NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows:


SECTION 1 DEFINITIONS

(a) "AFFILIATED COMPANY" means any corporation while such corporation is a member of the same controlled group of corporations (within the meaning of Code section 414(b)) as the Company or any other employing entity while such entity is under common control (within the meaning of Code section 414(c)) with the Company.

(b) "BENEFICIARY" means the person, persons or entity designated in writing by a Participant, on forms provided by the Company, to receive distribution of certain death benefits payable under a Plan in the event of the Participant's death.

(c) "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of DTE Energy Company.

(d) "CHANGE IN CONTROL" means the occurrence of any one of the following events:

(1) individuals who, on January 1, 2002, constitute the Board (the "Incumbent Directors") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to January 1, 2002, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) with respect to directors or as a result of any other actual or threatened solicitation of proxies (or consents) by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director; or

(2) any "person" (as such term is defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities eligible to vote for the election of the Board (the "Company Voting Securities"); provided, however, that the event described in this paragraph (2) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (A) by the Company or any Subsidiary, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (C) by any underwriter temporarily holding securities pursuant to an offering of such securities, (D) pursuant to a Non-Qualifying Transaction (as defined in paragraph (3)), or (E) a transaction (other than one described in (3) below) in which Company Voting Securities are acquired from the Company, if a majority of the Incumbent Directors approve a resolution providing expressly that the acquisition pursuant to this clause (E) does not constitute a Change in Control under this paragraph (2); or

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(3) the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or any of its Subsidiaries (a "Business Combination") or sale or other disposition of all or substantially all of the Company's assets to an entity that is not an affiliate of the Company (a "Sale"), unless immediately following such Business Combination or Sale: (A) more than 50% of the total voting power of (x) the corporation resulting from such Business Combination (the "Surviving Corporation"), or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the voting securities eligible to elect directors of the Surviving Corporation (the "Parent Corporation"), is represented by Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Business Combination, (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner, directly or indirectly, of 20% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (C) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors at the time of the Board's approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a "Non-Qualifying Transaction"); or

(4) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to occur solely because any person acquires beneficial ownership of more than 20% of Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided, that if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control of the Company shall then occur.

The Company shall immediately notify the Trustee in writing of any Change in Control. The Trustee may conclusively rely upon such notice and shall have no duty to determine whether a Change in Control has occurred.

(e) "CODE" means the Internal Revenue Code of 1986, as amended, and any regulations issued thereunder. References to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation which amends, supplements or replaces such section or subsection.

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(f) "COMPANY" means DTE Energy Company or its successors and assigns.

(g) "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and any regulations issued thereunder. References to any section or subsection of ERISA include references to any comparable or succeeding provisions of any legislation that amends, supplements or replaces such section or subsection.

(h) "INSOLVENCY" OR "INSOLVENT" means for purposes of this Trust Agreement (i) the Company or a Participating Affiliated Company is unable to pay its debts as they become due, or (ii) the Company or a Participating Affiliated Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

(i) "PARTICIPANT" means an employee who has made a written election on a properly executed form to participate in a Plan or Prior Plan that requires such an election or has otherwise been properly designated to participate in a Plan or Prior Plan.

(j) "PARTICIPATING AFFILIATED COMPANY" means any Affiliated Company who has elected to participate in a Plan that requires such an election; otherwise it means any Affiliated Company.

(k) "PLAN" OR "PLANS" means the plans described in Appendix B.

(l) "PRIOR PLAN" OR "PRIOR PLANS" means the plans described in Appendix A.

(m) "PRIOR TRUSTS" means the irrevocable grantor trusts described in Appendix C.

(n) "SUBSIDIARY" means a corporation, partnership, joint venture, limited liability company, unincorporated association or other entity in which the Company has a direct or indirect ownership or other equity interest.

(o) "TRUST" OR "TRUST AGREEMENT" means the DTE Energy Affiliates Nonqualified Plans Master Trust as described herein and as amended from time to time.

(p) "TRUSTEE" means Mellon Bank, N. A.

SECTION 2 ESTABLISHMENT AND FUNDING OF TRUST

(a) The Company hereby deposits with the Trustee in trust the total assets of the Prior Trusts which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. As of the transfer of assets described in the preceding sentence, the "Funding Amount" (as defined in the Prior Trusts) and contribution requirements of the Prior Trusts shall no longer apply and the funding requirements set forth in the Plans and this Trust shall be operative. The Trustee shall establish a subaccount within this Trust in the name of each Plan and each Participating Affiliated Company participating in such Plan (each a "Participating Affiliated Company Account"), as directed by the Company. Amounts transferred to this

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Trust from a Prior Trust shall be credited to the subaccount of the Plan to which the Prior Trust corresponds, as directed by the Company. Other contributions or transfers to this Trust shall be credited to the subaccount of one or more Plans and one or more Participating Affiliated Company Accounts, as directed by the Company. The Company may cause the assets of the subaccounts allocable to the Plans to be commingled for investment purposes, provided that the Company shall be responsible for causing sufficient records to be maintained to insure that benefits and liabilities payable with respect to each Plan shall be paid from the assets allocable to each such Plan.

(b) The Trust hereby established shall be irrevocable.

(c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. The Company represents and warrants to the Trustee: (i) no Plan for which benefits are or may become payable under this Trust is subject to Part 4 of Title I of ERISA; and (ii) each Plan covers, and will cover, only
(x) a select group of management or highly compensated employees as contemplated by Section 401(a) of ERISA and interpretations, opinions, and rulings of the Department of Labor thereunder or (y) participants in an excess benefit plan as defined in Section 3(36) of ERISA.

(d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and Participating Affiliated Companies and shall be used exclusively for the purposes of paying Plan Participants and their Beneficiaries to the extent any Participant or Beneficiary acquires the right to receive a payment under a Plan and general creditors as herein setforth. Plan Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under a Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan Participants and their Beneficiaries against the Company. Any assets held by the Trustee in any subaccount will be subject to the claims of the Company's general creditors in the event of Insolvency of the Company. Any assets held by the Trustee in a Participating Affiliated Company Account will be subject to the claims of such Participating Affiliated Company's general creditors (but shall not be subject to the claims of any other Participating Affiliated Company's general creditors) under federal and state law in the event of Insolvency.

Upon a Change in Control, the Company shall, as soon as possible, but in no event longer than 7 days following the Change in Control, as defined herein, make an irrevocable contribution to the Trust. Such contribution shall be in an amount such that the resulting balance of the Trust and each Plan's subaccount are sufficient to pay each Plan Participant or Beneficiary the benefits to which Plan Participants or their Beneficiaries would be entitled pursuant to the terms of the Plan, as well as an amount deemed necessary to pay estimated Trust administrative expenses for the following 5 years as determined by the Company's accountants, as of the date on which the Change in Control occurred. The Trustee shall have no duty to enforce any funding obligations of the Company or to determine or collect contributions under the Plans and shall have no responsibility for any property until it is received and accepted by the Trustee. Notwithstanding the preceding, in

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no event shall the transfer the Company is required to make hereunder upon or following a Change in Control be less than the transfer the Company would have been required to make under the terms of the Plans as in effect immediately prior to the Change in Control. The Company shall have the sole duty and responsibility, both before and after a Change of Control, for the determination of the accuracy or sufficiency of the contributions to be made under the Plans. The duties of the Trustee shall be governed solely by the terms of this Trust Agreement without reference to the terms of the Plan, and the Trustee shall have no duties other than those specifically set forth in this Trust Agreement.

SECTION 3 PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES

(a) The Company shall deliver to the Trustee a schedule (the "Payment Schedule") that indicates the amounts payable with respect to each Plan Participant (and his or her Beneficiaries), that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the applicable Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Plan Participants and their Beneficiaries in accordance with such Payment Schedule. The Company shall be responsible for notifying the Trustee of any change in the information on the Payment Schedule. Except as otherwise provided herein, the Trustee shall make payments to the Participants and their Beneficiaries in accordance with such Payment Schedule; provided, however, that, except as provided in Section 14 and with respect to the payment of the Trustee's expenses, (i) amounts credited to a Plan's subaccount under this Trust may only be used to pay benefits to Participants and Beneficiaries of such Plan and (ii) amounts credited to a Participating Affiliated Company Account may only be used to pay benefits to Participants and Beneficiaries who are entitled to a benefit from such Participating Affiliated Company.

It is the intent of the Company and the Trustee that the Company shall be responsible for determining and effecting all federal, state and local tax aspects of the Plan and the Trust Fund, including without limitation income taxes payable on the Trust's Fund's income, if any, and required withholding of income or other payroll taxes in connection with the payment of benefits from the Trust Fund pursuant to the Plan, and all reporting required in connection with any such taxes. To the extent that the Company is required by applicable law to pay or withhold such taxes or to file such reports, such obligations shall be a responsibility allocated to the Company hereunder. To the extent the Trustee is required by applicable law to pay or withhold such taxes or to file such reports, the Company shall inform the Trustee of such obligation, shall direct the Trustee with respect to the performance of such obligations, and shall provide the Trustee with all information required by the Trustee to meet such obligations. Notwithstanding the foregoing, the Company may elect to pay any applicable taxes directly. In the event the Company pays taxes directly, such amounts may be reimbursed from the Trust assets by the Trustee, provided that the Company certifies the amount of taxes paid directly and instructs the Trustee to remit a reimbursement of such taxes to the Company. In addition, the Trustee shall provide the Company with all information required to enable the Company to pay any taxes on the Trust's income on a timely basis.

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(b) The entitlement of a Plan Participant or his or her Beneficiaries to benefits under a Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. The Company shall notify the Trustee of such determination and shall direct commencement of payments of such benefits.

(c) The Company or the applicable Participating Affiliated Company may make payment of benefits directly to Plan Participants or their Beneficiaries as they become due under the terms of a Plan. The Company shall notify the Trustee of any decision to make payment of benefits directly prior to the time amounts are payable to Participants or their Beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Plan, the Company or the applicable Participating Affiliated Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficient to make a payment then due under the Payment Schedule.

SECTION 4 TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARY WHEN COMPANY IS
INSOLVENT

(a) The Trustee shall cease payment of benefits to Plan Participants and their Beneficiaries if the Company is Insolvent, subject to the provisions of Subsection 4(b) below. The Trustee shall cease payment of benefits to Plan Participants and their Beneficiaries on behalf of a Participating Affiliated Company if that Participating Affiliated Company is Insolvent, subject to the provisions of Subsection 4(b) below.

(b) At all times during the continuance of this Trust, as provided in Subsection 2(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below, and the principal and income allocable to each Participating Affiliated Company's Subaccount shall be subject to claims of general creditors of such Participating Affiliated Company, under federal and state law as set forth below, for whose benefit such subaccount was established.

(1) The Board of Directors and the Chief Executive Officer ("CEO") of the Company shall have the duty to inform the Trustee in writing of the Insolvency of the Company or a Participating Affiliated Company. If a person claiming to be a creditor of the Company or a Participating Affiliated Company alleges in writing to the Trustee that the Company or a Participating Affiliated Company has become Insolvent, the Trustee shall determine whether the Company or the Participating Affiliated Company is Insolvent and, pending such determination, the Trustee in the case of the insolvency of the Company, shall discontinue payment of benefits to Plan Participants or their Beneficiaries and; in the case of the Insolvency of a Participating Affiliated Company, shall discontinue payment of benefits to Plan participants who would otherwise be entitled to a benefit payable from the subaccount of such Participating Affiliate Company. In all cases, the Trustee shall be entitled to conclusively rely upon the written certification of the Board of Directors or the

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Chief Executive Officer of the Company when determining whether the Company or a Participating Affiliated Company is Insolvent.

(2) Unless the Trustee has actual knowledge of the Insolvency of the Company or a Participating Affiliated Company, or has received notice from the Company or a person claiming to be a creditor alleging that the Company or a Participating Affiliated Company is Insolvent, the Trustee shall have no duty to inquire whether the Company or a Participating Affiliated Company is Insolvent. The Trustee may in all events rely on such evidence concerning the solvency of the Company or a Participating Affiliated Company, as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the solvency of the Company or a Participating Affiliated Company. In no event shall "actual knowledge" be deemed to include knowledge of the credit status of the Company or a Participating Affiliated Company, held by banking officers or banking employees of Mellon Bank, N.A. which has not been communicated to the trust department of the Trustee. The Trustee may appoint an independent accounting, consulting or law firm to make any determination of solvency required by the Trustee under this
Section 4 only in cases where (a) the Trustee is required to make an inquiry as to the solvency of the Company or a Participating Affiliated Company, (because a creditor has alleged Insolvency) and (b) the Company disputes that the Company or a Participating Affiliated Company is Insolvent. In such event, the Trustee may conclusively rely upon the determination by such firm and shall be responsible only for the prudent selection of such firm.

(3) If at any time the Board of Directors or the CEO of the Company notifies the Trustee or the Trustee has determined that the Company is Insolvent, the Trustee shall discontinue payments to Plan Participants or their Beneficiaries in accordance with Subsection 4(a) and shall hold the assets of the Trust for the benefit of the general creditors of the Company, except that, to the extent permitted by applicable law, the Trustee's fees and expenses may continue to be paid pursuant to Section 11 hereof. If at any time the Board of Directors or the CEO of the Company notifies the Trustee or the Trustee has determined that a Participating Affiliated Company is Insolvent, the Trustee shall discontinue payments to all Plan Participants and their Beneficiaries and the Trustee is hereby directed by the Company (without the need for further direction from the Company or any Participating Affiliated Company at the time of such Insolvency) to segregate into the applicable Participating Affiliated Company's subaccount such Participating Affiliated Company's pro rata portion of each type of asset held by the Trust (on a security by security basis). Upon such segregation, such assets in the Insolvent Participating Affiliated Company's subaccount shall no longer be commingled with the remaining assets of the Trust for investment purposes, and the Trustee shall hold such segregated assets allocable to such Insolvent Participating Affiliated Company for the benefit of the general creditors of such Insolvent Participating Affiliated Company, except that, to the extent permitted by applicable law, the Trustee's fees and expenses may continue to be paid pursuant to Section 11 hereof. Upon such segregation, the Trustee shall resume payments to Plan Participants and Beneficiaries, in accordance with Section 3 of this Trust Agreement, who are entitled to benefits from other than the Insolvent Participating Affiliated Company's subaccount. Nothing in this Trust Agreement shall in any way diminish any rights of Plan Participants or their Beneficiaries to pursue their

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rights as general creditors of the Company or a Participating Affiliated Company with respect to benefits due under the Plan(s) or otherwise.

(4) In the case of an Insolvency of the Company, the Trustee shall resume the payment of benefits to Plan Participants or their Beneficiaries in accordance with Section 3 of this Trust Agreement only after the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent) or pursuant to an order from the U.S. Bankruptcy Court or other court of competent jurisdiction. In the case of an Insolvency of a Participating Affiliated Company, the Trustee shall resume the payment of benefits to the Plan Participants and Beneficiaries from such subaccount of such Participating Affiliated Company in accordance with Section 3 of this Agreement, and such subaccount may be commingled with other such trust fund assets, only after the Trustee has determined that the Participating Affiliated Company is not Insolvent (or is no longer Insolvent) or pursuant to an order of the U.S. Bankruptcy Court or other Court of competent Jurisdiction.

(c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Subsection 4(b) hereof and subsequently resumes such payments, the first payment following such discontinuance, to the extent not inconsistent with an order from the U.S. Bankruptcy Court or other court of competent jurisdiction, shall include the aggregate amount of all payments due to Plan Participants or their Beneficiaries under the terms of the Plan(s) for the period of such discontinuance, less the aggregate amount of any payments made to Plan Participants or their Beneficiaries by the Company in lieu of the payments provided for hereunder during any such period of discontinuance, all in accordance with the Payment Schedule, which shall be modified by the Company as necessary to comply with the provisions of this paragraph (c).

SECTION 5 PAYMENTS TO COMPANY

The Company shall have no right or power to direct the Trustee to return to the Company (or any Participating Affiliated Company) or to divert to others any of the Trust assets before all payments of benefits have been made to Plan Participants and their Beneficiaries pursuant to the terms of the Plan(s). The Trustee shall be entitled to rely conclusively upon the Company's written certification that all such payments have been made.

SECTION 6 INVESTMENT AND ADMINISTRATIVE

(a) Prior to a Change of Control, the Company shall establish and maintain written investment guidelines ("Investment Guidelines"), which may be used from time to time, for the investment of the assets in the Trust. The Company may appoint and remove one or more investment managers from time to time to manage specified portions of the Trust; provided, however, that the Company may also manage all or a portion of the Trust. To the extent that assets of the Trust are not so managed by an investment manager appointed by the Company, the Company shall manage all such assets. The Company and

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each investment manager shall designate in writing the persons who are authorized to represent such party in dealing with the Trustee. The Trustee shall have no investment duties for the Trust. The Trustee shall have no duty to inquire whether investment directions received from the Company or an investment manager are in accordance with the Plans or the Investment Guidelines, or to review the assets purchased, retained or sold. The Trustee shall be fully indemnified by the Company for any action taken in accordance with, or any failure to act in the absence of, the Company's or an investment manager's directions.

(b) The Company shall have the right, at anytime, and from time to time in its sole discretion, to substitute assets of equal fair market value for any asset held by the Trust; the Trustee shall have no responsibility for determining whether such right has been properly exercised or for any investment losses that may result from its exercise.

(c) After a Change of Control, the Trustee shall have and exercise sole investment discretion with respect to the Trust in accordance with the Investment Guidelines in effect immediately prior to the Change of Control, a copy of which shall be provided to the Trustee by the Company. The Trustee's sole responsibility with respect to investment discretion shall be to exercise such discretion in accordance with the Investment Guidelines. The Investment Guidelines may be changed from time to time by mutual agreement of the Trustee and the Company. The Trustee may, in its sole discretion, appoint, retain or terminate an investment manager (including any affiliate of the Trustee) to manage all or a portion of the Trust in accordance with the current Investment Guidelines.

(d) The Trustee may collect and receive any and all money and other property due the Trust and give full discharge therefor.

(e) The Trustee may settle, compromise or submit to arbitration any claims, debt or damages due or owing to or from the Trust; the Trustee may also commence or defend suits or legal proceedings to protect any interest of the Trust, and may represent the Trust in all suits or legal proceedings in any court or before any other body or tribunal.

(f) The Trustee may take all action necessary to pay for authorized transactions, including the borrowing or raising monies from any lender, including the Trustee, in its corporate capacity in conjunction with its duties under this Agreement and upon such terms and conditions as the Trustee may deem advisable to settle security purchases and/or foreign exchange or contracts for foreign exchange, and securing the repayments thereof by pledging all or any part of the Trust.

(g) The Trustee may appoint custodians, subcustodians or subtrustees, domestic or foreign (including affiliates of the Trustee), as to part or all of the Trust. The Trustee shall not be responsible or liable for any losses or damages suffered by the Company arising as a result of the insolvency of any custodian, subcustodian or subtrustee, except to the extent the Trustee was negligent in its selection or continued retention of such custodian, subcustodian or subtrustee. In no event shall the Trustee be liable for the acts or

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omissions of any custodian, subcustodian or subtrustee appointed pursuant to the direction of the Company or an investment manager.

(h) The Trustee may hold property in nominee name, in bearer form, or in book entry form, in a clearinghouse corporation or in a depository (including an affiliate of the Trustee), so long as the Trustee's records clearly indicate that the assets held are a part of the Trust. The Trustee shall not be responsible for any losses resulting from the deposit or maintenance of securities or other property (in accordance with market practice, custom, or regulation) with any recognized foreign or domestic clearing facility, book entry system, centralized depository, or similar organization.

SECTION 7 CONTRACTUAL SETTLEMENT AND INCOME; MARKET PRACTICE SETTLEMENTS

(a) In accordance with the Trustee's standard operating procedure, the Trustee shall credit the Trust with income and maturity proceeds on securities on contractual payment date net of any taxes or upon actual receipt. To the extent the Trustee credits income on contractual payment date, the Trustee may reverse such accounting entries to the contractual payment date if the Trustee reasonably believes that such amount will not be received.

(b) In accordance with the Trustee's standard operating procedure, the Trustee will attend to the settlement of securities transactions on the basis of either contractual settlement date accounting or actual settlement date accounting. To the extent the Trustee settles certain securities transactions on the basis of contractual settlement date accounting, the Trustee may reverse to the contractual settlement date any entry relating to such contractual settlement if the Trustee reasonably believes that such amount will not be received.

(c) Settlements of transactions may be effected in trading and processing practices customary in the jurisdiction or market where the transaction occurs. The Company acknowledges that this may, in certain circumstances, require the delivery of cash or securities (or other property) without the concurrent receipt of securities (or other property) or cash. In such circumstances, the Trustee shall have no responsibility for nonreceipt of payment (or late payment) or nondelivery of securities or other property (or late delivery) by the counterparty unless the nonreceipt of payment (or late payment) or nondelivery of securities or other property (or late delivery) is due to the Trustee's negligence or willful misconduct.

SECTION 8 DISPOSITION OF INCOME

During the term of this Trust, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested.

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SECTION 9 ACCOUNTING BY TRUSTEE

(a) The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and the Trustee. The records shall include separate subaccounts established and maintained for each Plan and for each Participating Affiliated Company Account within each Plan. The assets of a subaccount allocable to a Plan shall not be used to satisfy the liabilities with respect to Plan Participants or Beneficiaries of another Plan.

(b) The Company shall keep full, accurate and detailed records with respect to the Participants and benefits paid and payable under the Plan, which records shall be made available to the Trustee at its request.

(c) Within 60 days following the close of each calendar year and within 90 days after the removal or resignation of the Trustee, the Trustee shall deliver to the Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be. In the absence of the filing in writing with the Trustee by the Company of exceptions or objections to any such account within 90 days, the Company shall be deemed to have approved such account; in such case, or upon the written approval by the Company of any such account, the Trustee shall be released, relieved and discharged with respect to all matters and things set forth in such account as though such account had been settled by the decree of a court of competent jurisdiction. The Trustee may conclusively rely on determinations of the Company of valuations for assets of the Trust for which the Trustee deems there to be no readily determinable fair market value and on determinations of the issuing insurance company of valuations for insurance contracts/policies.

SECTION 10 RESPONSIBILITY OF TRUSTEE

(a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given in writing by the Company or any investment manager appointed by the Company. In the event of a dispute between the Company or any Participating Affiliated Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute that is contemplated by and in conformity with the terms of the Plans or this Trust.

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(b) The Trustee is not a party to and has no duties or responsibilities under the Plans, and has no duties or responsibility other than those that may be expressly contained in this Trust Agreement. Except as provided in Section 2(d) of this Trust Agreement relating to the Company's contribution obligation on a Change in Control, in any case in which a provision of this Trust Agreement conflicts with any provision in any Plan, this Trust Agreement shall control.

(c) The Trustee shall not be responsible for the title, validity or genuineness of any property or evidence of title hereto received by it or delivered by it pursuant to this Trust Agreement and shall be held harmless in acting upon any notice, request, direction, instruction, consent, certification or other instrument reasonably believed by it to be genuine and delivered by the proper party or parties.

(d) The Company agrees to indemnify and hold harmless, to the extent permitted by law, the Trustee, its parent, subsidiaries and affiliates, and each of their respective officers, directors, employees and agents from and against all liability, loss and expense, including reasonable attorneys' fees and expenses incurred by the Trustee or any of the foregoing indemnitees arising out of or in connection with this Trust Agreement, except as a result of the Trustee's own negligence or willful misconduct. The Trustee shall be fully indemnified by the Company for any action taken in accordance with, or any failure to act in the absence of, the Company's or investment manager's written directions. If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's reasonable costs, expenses and liabilities (including, without limitation, reasonable attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. This Section 9(d) shall survive the termination of this Agreement.

(e) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder and as a part of its reimbursable expenses under this Agreement, pay counsel's reasonable compensation and expenses. The Trustee shall be entitled to rely on and may act upon advice of counsel on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice.

(f) The Trustee may in the Trustee's reasonable judgment, hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder and such professionals' reasonable compensation shall be part of the Trustee's reimbursable expenses under this Trust Agreement.

(g) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to

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any person the proceeds of any borrowing against such policy and shall act with respect to any such policy only as directed by the Company.

(h) However, notwithstanding the provisions of Subsection 9(g) above, where directed by the Company, the Trustee may loan to the Company the proceeds of any borrowing against an insurance policy held as an asset of the Trust.

(i) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

(j) Notwithstanding anything in this Agreement to the contrary contained herein, the Trustee shall not be responsible or liable for any delay in performance, or non-performance, of any obligation hereunder or for any losses to the extent that the same is due to forces beyond the reasonable control of the Trustee, its agents or custodians, including but not limited to nationalization, strikes, expropriation, devaluation, seizure, or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Trust's property; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts of war, terrorism, insurrection or revolution; or acts of God; or any other similar event, provided that the relevant party shall take all reasonable steps to minimize the effects of same. This Section shall survive the termination of this Agreement.

(k) The Trustee shall not be liable for any act of omission of any other person not selected or retained by the Trustee in the exercise of its sole discretion in carrying out any responsibility imposed upon such person. Under no circumstances shall the Trustee be liable for any indirect, consequential, or special damages with respect to its role as the Trustee.

(l) If the Company either contributes or directs the Trustee to invest the Trust Fund in securities or other obligations of the Company, then the Trustee shall have no fiduciary or other liability for decisions to purchase or hold such investments. Also, the Company shall direct the Trustee as to the voting of any Company stock held in the Trust. The Company shall indemnify the Trustee for any liabilities that arise on account of such contributions or investments. This Section shall survive the termination of this Agreement.

SECTION 11 COMPENSATION AND EXPENSES OF TRUSTEE

The Company shall pay all reasonable administrative expenses and the Trustee's fees and reasonable expenses. If not so paid, the fees and expenses shall be paid from the Trust. The Trustee shall be entitled to fees for services as mutually agreed. The Company

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acknowledges that as part of the Trustee's compensation, the Trustee may earn interest on balances including disbursement balances and balances arising from purchase and sale transactions. If the Trustee advances cash or securities to the Trust for any purpose, or in the event that the Trustee shall incur or be assessed taxes, interest, charges, or assessments, in connection with the performance of this Agreement, except such as may arise from its own negligent failure to act or willful misconduct, any property at any time held in the Trust shall be security therefor and the Trustee shall be entitled to collect from the Trust sufficient cash for reimbursement, and if such cash is insufficient, dispose of the assets of the Trust to the extent necessary to obtain reimbursement. To the extent the Trustee advances funds to the Trust for disbursements or to effect the settlement of purchase transactions, the Trustee shall be entitled to collect from the Trust either (i) with respect to non-domestic assets, an amount equal to what would have been earned on the sums advanced (an amount approximating the "federal funds" interest rate) or (ii) with respect to non-domestic assets, the rate applicable to the appropriate foreign market.

SECTION 12 RESIGNATION AND REMOVAL OF TRUSTEE

(a) The Trustee may resign at any time by written notice to the Company, which shall be effective as of the later of (i) 30 days after receipt of such notice, or (ii) the date of the transfer of Trust assets to a successor Trustee, unless the Company and the Trustee agree otherwise. The Company may remove the Trustee on 30 days notice or such shorter notice accepted by the Trustee.

(b) Upon resignation or removal of the Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The resigning or removed Trustee is authorized, however, to reserve such amount as may be necessary for the payment of its fees and expenses incurred prior to resignation or removal. The transfer shall be completed within 30 days after receipt of notice of resignation, removal or transfer, unless the Company extends the time limit. The Company's consent to extension of such time limit shall not be unreasonably withheld.

(c) If the Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under paragraph (a) of this section. If no such appointment has been made within 60 days after the notice of such resignation or removal, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

SECTION 13 APPOINTMENT OF SUCCESSOR

(a) If the Trustee resigns (or is removed) in accordance with Subsection 11(a) hereof, the Company may appoint any third party, such as a bank trust department, that may validly exercise corporate trustee powers under state law, as a successor to replace the Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former

15

Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer.

(b) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to the terms hereof. The successor Trustee shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

SECTION 14 AMENDMENT OR TERMINATION

(a) This Trust Agreement may be amended by a written instrument executed by the Trustee and the Company. Notwithstanding the foregoing, no such amendment shall conflict with the terms of a Plan, as certified to in writing by the Company (upon which certification the Trustee may conclusively rely), or make the Trust revocable.

(b) The Trust shall not terminate until the date on which the Plan Participants and their Beneficiaries are no longer entitled to benefits pursuant to the terms of the Plan, as certified to in writing by the Company (upon which certification the Trustee may conclusively rely). Upon termination of the Trust any assets remaining in the Trust shall be returned to the Company, Subsection 2(b) notwithstanding. The preceding sentences to the contrary notwithstanding, this Trust may terminate with respect to a Plan (and the subaccount maintained with respect to that Plan) if that Plan's Participants and Beneficiaries are no longer entitled to benefits pursuant to the terms of that Plan, as certified in writing by the Company (upon which certification the Trustee may conclusively rely), in which case any assets remaining in that Plan's subaccount shall be reallocated to the subaccount of one or more of the remaining Plans and the applicable Participating Affiliated Company Account as directed by the Company.

(c) Upon written approval of Participants or Beneficiaries entitled to payment of benefits pursuant to the terms of the Plan, the Company may terminate this Trust prior to the time all benefit payments under the Plan have been made. Such approval shall be obtained and certified to in writing by the Company (upon which certification the Trustee may conclusively rely), and the Trustee shall have no responsibility therefor. All assets in the Trust at termination shall be returned to the Company, Subsection 2(b) notwithstanding.

SECTION 15 MISCELLANEOUS

(a) Neither the Company nor the Trustee may assign this Trust Agreement without the prior written consent of the other, except that the Trustee may assign its rights and delegate its duties hereunder to any corporation or entity which directly or indirectly is controlled by, or is under common control with, the Trustee. This Trust Agreement shall

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be binding upon, and inure to the benefit of, the Company and the Trustee and their respective successors and permitted assigns. Any entity which shall by merger, consolidation, purchase, or otherwise, succeed to substantially all the trust business of the Trustee shall, upon such succession and without any appointment or other action by the Company, be and become successor trustee hereunder, upon notification to the Company.

(b) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

(c) Benefits payable to Plan Participants and their Beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.

(d) Notwithstanding anything to the contrary contained elsewhere in this Trust Agreement, any reference to the Plans or Plan provisions which require knowledge or interpretation of the Plans shall impose a duty upon the Company to communicate such knowledge or interpretation to the Trustee. The Trustee shall have no obligation to know or interpret any portion of the Plan and shall in no way be liable for any proper action taken contrary to the Plans.

(e) This Trust Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. The parties hereby expressly waive, to the full extent permitted by applicable law, any right to trial by jury with respect to any judicial proceeding arising from or related to this Agreement.

(f) Any action required to be taken by the Company shall be by resolution of its Board of Directors or by written direction of one or more of its president, any vice president or treasurer or anyone designated by such person to act on behalf of the Company under this Trust Agreement. The Trustee may rely upon a resolution or direction filed with the Trustee that is contemplated by and in conformity with the terms of the Plans or this Trust and shall have no responsibility for any action taken by the Trustee in accordance with any such resolution or direction.

(g) In making payments to service providers pursuant to authorized directions, the Company acknowledges that the Trustee is acting as paying agent, and not as the payor, for tax information reporting and withholding purposes.

(h) Any notice to the Trustee or the Company required or permitted under this Trust shall be duly and properly given an delivered if sent by certified United States mail, return receipt requested, to the Trustee at:

Mellon Bank, N.A.

One Mellon Center
Pittsburgh, PA 15258-2001

and to the Company at:

DTE Energy Company
Attn: Vice President and Treasurer 2000 Second Avenue
Detroit, Michigan 48226

(i) Each of the Company and the Trustee hereby represents and warrants to the other that it has full authority to enter into this Agreement upon the terms and conditions hereof and that the individual executing this Agreement on its behalf has the requisite authority to bind it to this Agreement.

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IN WITNESS WHEREOF, the Company and the Trustee have executed this Trust Agreement effective as of the date set forth above.

DTE ENERGY COMPANY

         /s/David E. Meador

         Name:  David E. Meador
         Title: Sr. Vice President and Chief Financial Officer



Attest:

/s/Teresa M. Sebastian

(CORPORATE SEAL)

The undersigned, Teresa M. Sebastian, does hereby certify that he/she is the duly elected, qualified and acting Secretary of DTE Energy Company (the "Company") and further certifies that the person whose signature appears above is a duly elected, qualified and acting officer of the Company with full power and authority to execute this Trust Agreement on behalf of the Company and to take such other actions and execute such other documents as may be necessary to effectuate this Agreement.

/s/Teresa M. Sebastian
Assistant Corporate Secretary
DTE Energy Company

MELLON BANK, N.A.

         /s/Jerri L. Jones

         Name:  Jerri L. Jones
         Title: Assistant Vice President



Attest:

/s/Susan M. Simon

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APPENDIX A

PRIOR PLANS

The Benefit Equalization Plan for Certain Employees of The Detroit Edison Company

The Retirement Reparation Plan for Certain Employees of The Detroit Edison Company

The Detroit Edison Company Savings Reparation Plan

The Detroit Edison Company Management Supplemental Benefit Plan

MCN Energy Group Supplemental Retirement Plan

MCN Energy Group Supplemental Savings Plan

MCN Energy Group Executive Deferred Compensation Plan

MCN Energy Group Supplemental Death and Retirement Income Plan

MCN Energy Group Excess Benefit Plan

DTE Energy Company Change-in-Control Severance Agreements

The Key Employee Deferred Compensation Plan


APPENDIX B

NON-QUALIFIED DEFERRED COMPENSATION PLANS
AS OF SEPTEMBER 1, 2002

DTE Energy Company Executive Supplemental Retirement Plan, effective January 1, 2001

DTE Energy Company Supplemental Retirement Plan, effective January 1, 2002

DTE Energy Company Supplement Savings Plan, effective December 6, 2001

DTE Energy Company Executive Deferred Compensation Plan, effective January 1, 2002

DTE Energy Company Executive Post-Employment Benefits Plan


APPENDIX C

PRIOR TRUSTS

TRUST NAME

The Detroit Edison Company Irrevocable Grant or Trust for The Detroit Edison Company Benefit Equalization Plan, restated effective January 1, 1996

The Detroit Edison Company Irrevocable Grantor Trust for The Detroit Edison Company Retirement Reparation Plan, restated effective January 1, 1996

The Detroit Edison Company Irrevocable Grantor Trust for The Detroit Edison Company Savings Reparation Plan, restated effective January 1, 1996

The Detroit Edison Company Irrevocable Grantor Trust for The Detroit Edison Company Management Supplemental Benefit Plan, restated effective January 1, 1996

Trust Agreement for DTE Energy Company Change-in-Control Severance Agreements, effective October 1, 1997

Michigan Consolidated Gas Company Rabbi Trust (correct name to be obtained)


EXHIBIT 15-12

May 14, 2003

DTE Energy Company
Detroit, Michigan

We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited interim financial information of DTE Energy Company and subsidiaries for the periods ended March 31, 2003 and 2002, as indicated in our report dated May 2, 2003; because we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, is incorporated by reference in the following Registration Statements:

FORM                         REGISTRATION NUMBER
Form S-3                     333-99955
Form S-4                     33-57545
Form S-4                     333-89175
Form S-8                     333-61992
Form S-8                     333-62192
Form S-8                     333-00023
Form S-8                     333-47247

We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statements prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

Detroit, Michigan


Exhibit 99-11

CERTIFICATION OF PERIODIC REPORT

I, Anthony F. Earley, Jr., Chairman, President, Chief Executive and Chief Operating Officer of DTE Energy Company (the "Company"), certify, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge and belief:

(1) the Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2003 (the "Report") fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 14, 2003                          /s/ ANTHONY F. EARLEY, JR.
                                       -----------------------------------------
                                                Anthony F. Earley, Jr.
                                       Chairman, President, Chief Executive and
                                         Chief Operating Officer of DTE Energy
                                                       Company


Exhibit 99-12

CERTIFICATION OF PERIODIC REPORT

I, David E. Meador, Senior Vice President and Chief Financial Officer of DTE Energy Company (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge and belief:

(1) the Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2003 (the "Report") fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 14, 2003                             /s/ DAVID E. MEADOR
                                       -----------------------------------------
                                                  David E. Meador
                                       Senior Vice President and Chief Financial
                                            Officer of DTE Energy Company