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FORM 10-Q

(Mark One)

For the quarterly period ended September 30, 1999

or

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

For the transition period from                   to                   

Commission file number 1-7310

MICHIGAN CONSOLIDATED GAS COMPANY

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

     Number of shares outstanding of each of the registrant’s classes of common stock, as of November 12, 1999:

Common Stock, par value $1.00 per share: 10,300,000

Index to Form 10-Q

For Quarter Ended September 30, 1999

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Results of Operations

      Results reflect seasonal loss and higher operating costs  — MichCon reported a net loss of $13.5 million for the 1999 third quarter compared to a net loss of $18.3 million for the same 1998 period. MichCon typically records third quarter losses due to seasonally lower demand for natural gas during the summer months. Earnings in the 1999 nine- and twelve-month periods increased by $32.3 million and $31.0 million, respectively, over the comparable 1998 periods. Earnings in all three 1998 periods were unfavorably affected by a $24.8 million write-down ($11.2 million net of taxes and minority interest) of certain gas gathering properties (Note 4). Excluding the write-down, MichCon’s earnings declined by $6.4 million for the 1999 quarter, and improved by $21.1 million and $19.8 million in the 1999 nine- and twelve-month periods, respectively. The 1999 quarter reflects higher operating costs. The earnings improvements for the 1999 nine- and twelve-month periods reflect contributions from the new gas sales program as subsequently discussed. Additionally, all 1999 periods reflect the impact of more favorable weather.

Earnings Components (Dollars in Millions)

Gross Margin

      Gross margin (operating revenues less cost of gas) increased $3.2 million, $51.1 million and $35.8 million in the 1999 quarter, nine- and twelve-month periods, respectively. The increase is due primarily to margins generated under MichCon’s new three-year gas sales program, which is part of its Regulatory Reform Plan (Note 3a). Under the gas sales program

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Management’s Discussion and Analysis (Continued)

that began in January 1999, MichCon’s gas sales rates include a gas commodity component that is fixed at $2.95 per thousand cubic feet (Mcf). As part of its gas acquisition strategy, MichCon has entered into fixed-price contracts at costs below $2.95 per Mcf for a substantial portion of its expected gas supply requirements through 2001. This strategy is likely to continue producing favorable margins in each of the three years.

      Gross margins for all three 1999 periods also reflect higher gas sales resulting from more normal weather, especially the 1999 nine-month period that was 13.1% colder than the same 1998 period. Additionally, gross margins for all 1999 periods reflect revenues from the continued growth in other gas-related services.

      MichCon’s operations are seasonal, with gross margins and earnings concentrated in the first and fourth quarters of each calendar year. By the end of the first quarter, the heating season is largely over, and MichCon typically incurs substantially reduced gross margins and earnings in the second quarter and losses in the third quarter. The seasonal nature of MichCon’s operations is expected to be more pronounced as a result of its new gas sales program.

Effect of Weather on Gas Markets and Earnings

      Gas sales and end user transportation revenues in total increased by $.2 million and $85.2 million for the 1999 quarter and nine-month period, respectively, and decreased by $6.0 million for the 1999 twelve-month period. Revenues were affected by fluctuations in gas sales and end user transportation deliveries that increased in total by 1.8 billion cubic feet (Bcf), 14.5 Bcf and 2.7 Bcf in the current quarter, nine- and twelve-month periods, respectively. The higher gas sales and end user transportation deliveries were due primarily to weather, which was colder in all the 1999 periods compared to the corresponding 1998 periods.

      Revenues were also impacted by variations in the cost of the gas commodity component of gas sales rates. As previously discussed, this gas commodity component was fixed under MichCon’s new gas sales program at $2.95 per Mcf beginning in January 1999. Prior to 1999, MichCon’s sales rates were set to recover all of its reasonably and prudently incurred gas costs. The gas commodity component of MichCon’s sales rate increased $.58 per Mcf

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Management’s Discussion and Analysis (Continued)

(24%) and $.23 per Mcf (8%) for the 1999 quarter and nine-month period, respectively, and decreased $.08 per Mcf (3%) for the 1999 twelve-month period.

      Additionally, gas sales and end user transportation revenues in total were impacted by MichCon’s three-year customer choice program, which is also part of its Regulatory Reform Plan. Under the customer choice program that began in April 1999, approximately 70,000 or 6% of its customers are purchasing natural gas from suppliers other than MichCon. However, MichCon continues to transport and deliver the gas to the customers’ premises at prices that maintain its previously existing sales margins on these services. MichCon’s customers who have chosen to purchase their gas from other suppliers are reflected as end user transportation customers rather than gas sales customers. Accordingly, gas sales revenues have decreased, partially offset by an increase in end user transportation revenues, resulting in a net decrease in total operating revenues due to the gas commodity component included in gas sales rates.

      Intermediate transportation revenues decreased $.4 million, $5.6 million and $5.0 million in the 1999 quarter, nine- and twelve-month periods, respectively. Intermediate transportation revenues reflect lower off-system volumes of 5.6 Bcf, 40.1 Bcf and 72.7 Bcf in the 1999 quarter, nine- and twelve-month periods, respectively. A significant portion of the volume decrease was for customers who pay a fixed fee for intermediate transportation capacity regardless of actual usage. Although volumes associated with these fixed-fee customers may vary, the related revenues are not affected. The decrease for all 1999 periods is due to customers shifting volumes from a higher rate to a lower rate transportation route. The decrease in intermediate transportation revenues for the 1999 nine- and twelve-month periods is also due in part to an adjustment in 1998 of revenues related to fees generated from tracking the transfer of gas title on MichCon’s transportation system.

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Management’s Discussion and Analysis (Continued)

      Other operating revenues increased $.4 million, $2.3 million and $4.7 million in the 1999 quarter, nine- and twelve-month periods, respectively. The improvements are due to an increase in facility development and appliance maintenance services, late payment fees and other gas-related services.

Cost of Gas

      Cost of gas is affected by variations in sales volumes and the cost of purchased gas as well as related transportation costs. Under the Gas Cost Recovery (GCR) mechanism that was in effect through December 1998 (Note 3b), MichCon’s sales rates were set to recover all of its reasonably and prudently incurred gas costs. Therefore, fluctuations in cost of gas sold had little effect on gross margins. Under MichCon’s new gas sales program, the gas commodity component of its sales rates is fixed. Accordingly, beginning in January 1999, changes in cost of gas sold directly impact gross margins and earnings.

      Cost of gas sold decreased $3.0 million and $42.1 million in the 1999 quarter and twelve-month period, respectively, and increased $30.7 million in the 1999 nine-month period. Cost of gas sold for all 1999 periods was affected by a reduction in gas sales volumes as a result of customers who have chosen to purchase their gas from other suppliers under MichCon’s customer choice program. As previously discussed, MichCon maintains its previously existing sales margins on these services by continuing to transport and deliver the gas to the customers’ premises.

      The increase in the current nine-month period was due primarily to higher weather-driven sales volumes. Cost of gas sold was also impacted by average prices paid, which increased $.42 per Mcf (18%) in the current quarter and decreased $.25 per Mcf (8%) in the current twelve-month period. Prices paid for gas sold in the 1999 nine-month period were flat compared to the same 1998 period.

Operation and Maintenance

      Operation and maintenance expenses increased $5.1 million, $12.5 million and $8.0 million in the 1999 quarter, nine- and twelve-month periods, respectively. The increase in the 1999 quarter and nine-month period is due to higher employee benefit costs. The increase in all 1999 periods also reflects additional computer system support costs associated with MichCon’s new customer information system as well as advertising costs associated with MichCon’s new gas sales program. The 1998 nine- and twelve-month periods benefited from an interstate pipeline company refund.

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Management’s Discussion and Analysis (Continued)

Depreciation and Depletion

      Depreciation and depletion increased $1.2 million, $4.6 million and $3.0 million in the 1999 quarter, nine- and twelve-month periods, respectively. Depreciation on higher plant balances impacted all 1999 periods. The increase in all 1999 periods was tempered by the effect of lower depreciation rates for MichCon’s utility property, plant and equipment that became effective in January 1998.

Property and Other Taxes

      Property and other taxes increased $.1 million in the 1999 quarter and decreased $2.1 million in the 1999 twelve-month period. The improvement in the 1999 twelve-month period is attributable to lower Michigan Single Business Taxes resulting from an increase in capital acquisition deductions.

Write-down of Gathering Properties

      The properties write-down of $24.8 million in the 1998 periods represents the impairment of a Michigan gas gathering system (Note 4).

Other Income and Deductions

      Other income and deductions increased $10.0 million, $8.1 million and $9.7 million in the 1999 quarter, nine-and twelve-month periods, respectively. All 1998 periods include a change in minority interest reflecting the joint venture partners’ share of the write-down of the gas gathering system (Note 4). The 1998 nine- and twelve-month periods were also impacted by gains from the sale of property. The 1999 quarter and twelve-month periods include slightly higher interest costs.

Income Taxes

      Income taxes increased $6.8 million, $18.4 million and $11.0 million in the 1999 quarter, nine- and twelve-month periods, respectively, reflecting an increase in pre-tax earnings. The increase for all 1999 periods is also due to the flow-through effect of certain book-to-tax temporary differences. Additionally, income tax comparisons for the 1999 nine- and twelve-month periods were affected by the favorable resolution of prior years’ tax issues.

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Management’s Discussion and Analysis (Continued)

Capital Resources and Liquidity

Operating Activities

      MichCon’s cash flow from operating activities decreased $40.7 million during the 1999 nine-month period as compared to the same 1998 period. The decrease was due primarily to higher working capital requirements, partially offset by higher earnings, after adjusting for non-cash items (depreciation, deferred taxes and the properties write-down).

Financing Activities

      MichCon’s cash used for financing activities increased $67.2 million in the 1999 nine-month period as compared to the same 1998 period due primarily to less debt being issued in 1999.

      MichCon maintains a relatively consistent amount of cash and cash equivalents through the use of short-term borrowings. Short-term borrowings are normally reduced in the first part of each year as gas inventories are depleted and funds are received from winter heating sales. During the latter part of the year, MichCon’s short-term borrowings normally increase as funds are used to finance increases in gas inventories and customer accounts receivable. To meet its seasonal short-term borrowing needs, MichCon normally issues commercial paper that is backed by credit lines with several banks. MichCon has established credit lines to allow for borrowings of up to $150 million under a 364-day revolving credit facility and up to $150 million under a three-year revolving credit facility. The 364-day facility was renewed in July 1999. During the first nine months of 1999, MichCon repaid $88.7 million of commercial paper, leaving borrowings of $129.6 million outstanding under this program at September 30, 1999.

      During 1999, MichCon issued $110 million of senior debt (Note 6) and repaid $68 million of first mortgage bonds.

Investing Activities

      MichCon’s cash used for investing activities decreased $116.9 million in the 1999 nine-month period as compared to the same 1998 period. The comparison reflects a $107.4 million loan in the third quarter of 1998 to MCN Energy Group Inc., MichCon’s parent company, that was subsequently collected in the 1998 fourth quarter. Also affecting the

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Management’s Discussion and Analysis (Continued)

comparison were higher capital expenditures in the 1998 period which included the purchase of an office building previously leased. Capital expenditures primarily represent the construction of new distribution lines to attach new customers, new computer systems and improvements to existing storage, distribution, and transmission systems.

      It is management’s opinion that MichCon will have sufficient capital resources, both internal and external, to meet anticipated capital requirements.

Outlook

      MichCon’s strategy is to aggressively expand its role as the preferred provider of natural gas and high-value energy services within Michigan. Accordingly, MichCon’s objectives are to increase revenues and control costs in order to deliver strong shareholder returns and provide customers with high-quality service at competitive prices.

      MichCon has begun and plans to continue capitalizing on opportunities resulting from the gas industry restructuring. MichCon is currently implementing its Regulatory Reform Plan, which includes a comprehensive experimental three-year customer choice program designed to offer all sales customers added choices and greater price certainty. The customer choice program began in April 1999, with approximately 70,000 customers choosing to purchase natural gas from suppliers other than MichCon. Plan years begin April 1 of each year, and the number of customers allowed to participate in the plan is limited to 75,000 in 1999, 150,000 in 2000 and 225,000 in 2001. There is also a volume limitation on commercial and industrial participants of 10 Bcf in 1999, 20 Bcf in 2000 and 30 Bcf in 2001. MichCon continues to transport and deliver the gas to the customers’ premises at prices that maintain its previously existing sales margins on these services.

      The Plan also suspended the GCR mechanism for customers who continue to purchase gas from MichCon and fixed the gas commodity component of MichCon’s sales rates at $2.95 per Mcf for the three-year period that began in January 1999. The suspension of the GCR mechanism allows MichCon to profit from its ability to purchase gas at less than $2.95 per Mcf. As part of its gas acquisition strategy, MichCon has entered into fixed-price contracts at costs below $2.95 per Mcf for a substantial portion of its expected gas supply requirements through 2001. This strategy has produced favorable margins through September 1999 and is likely to continue producing favorable margins through 2001. The level of margins generated from selling gas will be affected by the number of customers choosing to purchase gas from suppliers other than MichCon under the three-year customer choice program.

      Also beginning in 1999, an income sharing mechanism allows customers to share in profits when actual returns on equity from utility operations exceed predetermined thresholds. The impact of weather and expenses incurred in the fourth quarter of 1999 will determine the actual amount of profit, if any, to be shared with customers.

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Management’s Discussion and Analysis (Continued)

Year 2000

      As discussed in MichCon’s 1998 Annual Report on Form 10-K, MichCon has implemented a corporate-wide, four-phase Year 2000 approach consisting of: i) inventory — identification of the components of MichCon’s systems, equipment and facilities; ii) assessment — assessing Year 2000 readiness and prioritizing the risks of items identified in the inventory phase; iii) remediation — upgrading, repairing and replacing non-compliant systems, equipment and facilities; and iv) testing — verifying items remediated. MichCon has completed the Year 2000 implementation plan for its mission critical business systems and measurement and control systems (including embedded microprocessors), and therefore considers these systems Year 2000 ready. The completion status of these systems follows:

      Costs associated with the Year 2000 issue are not expected to have a material adverse effect on MichCon’s results of operations, liquidity and financial condition. The total costs are estimated to be between $3 million and $4 million, of which approximately $3.1 million was incurred through September 1999. The anticipated costs are not higher due in part to the ongoing replacement of significant old systems. MichCon has made a substantial investment in new systems that were installed over the past few years that are Year 2000 ready, particularly its customer information system which was installed and functional in April 1999. The replacement of these systems and the customer information system, in particular, was necessary to maintain a high level of customer satisfaction and to respond to changes in regulation and increased competition within the energy industry.

      MichCon anticipates a smooth transition to the Year 2000. However, the failure to correct a material Year 2000 problem could result in an interruption in or a failure of certain business activities and operations. Such interruptions or failures could have a material adverse effect on MichCon’s results of operations, liquidity and financial condition. Due to the uncertainty inherent in the Year 2000 issue, resulting in part from the uncertainty of the Year 2000 readiness of key operators, suppliers and government agencies, MichCon cannot certify that it will be unaffected by Year 2000 complications.

      In order to reduce its Year 2000 risk, MichCon has completed the development of contingency plans for mission-critical processes in the event of a Year 2000 complication. Contingency plans for several essential gas transmission facilities were tested under a “power outage” scenario and have achieved excellent results. Completed contingency plans will continue to be enhanced

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Management’s Discussion and Analysis (Continued)

throughout the remainder of 1999 as MichCon works with operators, suppliers and governmental agencies.

Market Risk Information

      As discussed in MichCon’s 1998 Annual Report on Form 10-K, MichCon’s primary market risk arises from fluctuations in natural gas prices and interest rates. MichCon manages natural gas price and interest rate risk through the use of derivative instruments and limits the use of such instruments to hedging activities.

Natural Gas Price Risk

      MichCon closely monitors and manages its exposure to natural gas price risk through a variety of risk management techniques. MichCon primarily manages natural gas price risk by entering into fixed-price contracts for a substantial portion of its expected gas supply requirements. Natural gas swap agreements are used to manage MichCon’s exposure to the risk of market price fluctuations on market-based natural gas purchase contracts. During the 1999 nine-month period, there were no significant changes to MichCon’s natural gas price risk.

Interest Rate Risk

      MichCon is subject to interest rate risk in connection with the issuance of variable and fixed-rate debt. In order to manage interest costs and risk, MichCon uses interest rate swap agreements to exchange fixed and variable-rate interest payment obligations over the life of the agreements without exchange of the underlying principal amounts. During the 1999 nine-month period, there were no significant changes to MichCon’s interest rate risk.

New Accounting Pronouncements

Derivative and Hedging Activities

      In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133, “Accounting for Derivative Instruments and Hedging Activities” effective for fiscal years beginning after June 15, 1999. In June 1999, the FASB issued SFAS No. 137, “Accounting for Derivative Instruments and Hedging Activities — Deferral of the Effective Date of FASB Statement No. 133.” SFAS No. 137 changes the effective date of SFAS No. 133 to fiscal years beginning after June 15, 2000.

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Management’s Discussion and Analysis (Concluded)

SFAS No. 133 requires all derivatives to be recognized in the balance sheet 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. The Statement requires that changes in the fair value of derivatives be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative’s gains and losses to be recorded to other comprehensive income or to offset related results on the hedged item in earnings.

      MichCon manages gas price risk and interest rate risk through the use of various derivative instruments and limits the use of such instruments to hedging activities. The effects of SFAS No. 133 on MichCon’s financial statements are subject to fluctuations in the market value of hedging contracts, which are, in turn, affected by variations in gas prices and in interest rates. Accordingly, management cannot quantify the effects of adopting SFAS No. 133 at this time.

Forward-Looking Statements

      The Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve certain risks and uncertainties as set forth in MichCon’s 1998 Annual Report on Form 10-K.

      The Year 2000 disclosure is a Year 2000 Readiness Disclosure under the Year 2000 Information and Readiness Disclosure Act. Therefore, MichCon claims the full protections established by the Act.

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Consolidated Statement of Retained Earnings (Unaudited)

The notes to the consolidated financial statements are an integral part of these statements.

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Michigan Consolidated Gas Company and Subsidiaries

The notes to the consolidated financial statements are an integral part of this statement.

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Michigan Consolidated Gas Company and Subsidiaries

The notes to the consolidated financial statements are an integral part of this statement.

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Michigan Consolidated Gas Company and Subsidiaries

1.  General

      The accompanying consolidated financial statements should be read in conjunction with MichCon’s 1998 Annual Report on Form 10-K. Certain reclassifications have been made to the prior year’s financial statements to conform to the 1999 presentation. In the opinion of management, the unaudited information furnished herein reflects all adjustments necessary for a fair presentation of the financial statements for the periods presented.

      Because of seasonal and other factors, revenues, expenses and net income for the interim periods should not be construed as representative of revenues, expenses and net income for all or any part of the balance of the current year or succeeding periods.

2.  MCN Merger Agreement with DTE Energy Company

      MCN Energy Group Inc. (MCN), parent company of MichCon, and DTE Energy Company (DTE) have signed a definitive merger agreement, dated October 4, 1999, under which DTE will acquire all outstanding shares of MCN common stock. The boards of directors of both companies have unanimously approved the merger agreement. The transaction is subject to the approval of the shareholders of both companies, regulatory approvals and other customary merger conditions. The transaction is expected to close in six to nine months from the date of the merger agreement and will be accounted for as a purchase by DTE. The combined company, which will be named DTE Energy Company and headquartered in Detroit, will be the largest electric and gas utility in Michigan.

3.  Regulatory Matters

     a.  Regulatory Reform Plan

	As discussed in MichCon’s 1998 Annual Report on Form 10-K, MichCon implemented its Regulatory Reform Plan in January 1999. The plan includes a new three-year gas sales program under which MichCon’s gas sales rates include a gas commodity component that is fixed at $2.95 per thousand cubic feet (Mcf). As part of its gas acquisition strategy, MichCon has entered into fixed-price contracts at costs below $2.95 per Mcf for a substantial portion of its expected gas supply requirements through 2001.
	The plan also includes a comprehensive experimental three-year customer choice program, which is subject to annual caps on the level of participation. The customer choice program began in April 1999, with approximately 70,000 customers choosing to purchase natural gas from suppliers other than MichCon. Plan years begin April 1 of each year, and the number of customers allowed to participate in the plan is limited to 75,000 in 1999, 150,000 in 2000 and 225,000 in 2001. There is also a volume limitation on commercial and industrial participants. The volume limitation for these participants is 10 billion cubic feet (Bcf) in 1999, 20 Bcf in 2000 and 30 Bcf in 2001. MichCon will continue to transport and deliver the gas to the

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Notes to the Consolidated Financial Statements (Continued)

	customers’ premises at prices that maintain its previously existing sales margins on these services. Various parties have appealed the Michigan Public Service Commission’s (MPSC) approval of the plan. While management believes the plan will be upheld on appeal, there can be no assurance as to the outcome.

     b.  Gas Cost Recovery Proceedings

	Prior to January 1999, the Gas Cost Recovery (GCR) process allowed MichCon to recover its cost of gas sold if the MPSC determined that such costs were reasonable and prudent. An annual GCR reconciliation proceeding provided a review of gas costs incurred during the previous year and determined whether gas costs had been overcollected or undercollected, and as a result, whether a refund or surcharge, including interest, was required to be returned to or collected from GCR customers. The GCR process was suspended with the implementation of MichCon’s Regulatory Reform Plan in January 1999.
	In February 1999, MichCon filed its final GCR reconciliation case covering gas costs incurred during 1998 which indicates an overrecovery of $18,000,000, including interest. Management believes that 1998 gas costs were reasonable and prudent and that the MPSC will approve the gas costs incurred. However, management cannot predict the outcome of this proceeding. During the first quarter of 1999, MichCon refunded the overrecovery to customers as a reduction in gas sales rates.

4.  Property Write-Down

      As discussed in MichCon’s 1998 Annual Report on Form 10-K, MichCon recognized a $24,800,000 pre-tax loss ($11,200,000 net of taxes and minority interest) from the write-down of a gas gathering pipeline system in the third quarter of 1998. An analysis revealed that projected cash flows from the gathering system were not sufficient to cover the system’s carrying value. Therefore, an impairment loss was recorded representing the amount by which the carrying value of the system exceeded its estimated fair value.

5.  Lines of Credit

      MichCon has established credit lines that allow for borrowing of up to $150,000,000 under a 364-day revolving credit facility and up to $150,000,000 under a three-year revolving credit facility. These credit lines totaling $300,000,000 support MichCon’s commercial paper program. The 364-day facility was renewed in July 1999.

6.  Long-Term Debt

      In June 1999, MichCon issued $55,000,000 of 6.85% senior secured notes, due June 2038, and $55,000,000 of 6.85% senior secured notes, due June 2039. The notes are insured by a financial

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Notes to the Consolidated Financial Statements (Concluded)

guaranty insurance policy and are rated AAA or its equivalent by the major rating agencies. The notes are redeemable at par on or after June 1, 2004.

      In September 1999, MichCon redeemed $18,000,000 of 9.125% first mortgage bonds which were due September 2004.

7.  Contingencies

      MichCon is involved in certain legal and administrative proceedings before various courts and governmental agencies concerning claims arising in the ordinary course of business. These proceedings include certain contract disputes between MichCon and gas producers. Management cannot predict the final disposition of such proceedings, but believes that adequate provision has been made for probable losses. It is management’s belief, after discussion with legal counsel, that the ultimate resolution of those proceedings still pending will not have a material adverse effect on MichCon’s financial statements.

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Exhibits and Reports on Form 8-K

      (a)  Exhibits

      (b)  Reports on Form 8-K

	None

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      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.

	MICHIGAN CONSOLIDATED GAS COMPANY

	By:	/s/ ROBERT KASLIK

	Robert Kaslik
	Controller

Date: November 12, 1999

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Index to Exhibits