-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ovonp4QIT0NEDjuUkr0mmOo5eaqEvRMEU2rp8Tli1ZakRLiYMi05yiNVUBmy4tYr 2JRfHXXtNpTHYSoDhHsULA== 0000950124-01-502837.txt : 20010815 0000950124-01-502837.hdr.sgml : 20010815 ACCESSION NUMBER: 0000950124-01-502837 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20010630 FILED AS OF DATE: 20010814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DETROIT EDISON SECURITIZATION FUNDING LLC CENTRAL INDEX KEY: 0001128956 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-51066 FILM NUMBER: 1710792 BUSINESS ADDRESS: STREET 1: 2000 SECOND AVE STREET 2: 2412 WCB CITY: DETROIT STATE: MI ZIP: 48226-1279 BUSINESS PHONE: 3132358670 MAIL ADDRESS: STREET 1: 2000 SECOND AVE STREET 2: 2412 WCB CITY: DETROIT STATE: MI ZIP: 48226-1279 10-Q 1 k64134e10-q.htm QUARTERLY REPORT DATED JUNE 30, 2001 e10-q
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________

FORM 10-Q

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

For the Quarter Ended June 30, 2001

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

         
Commission Registrant; State of Incorporation; I.R.S. Employer
File Number Address; and Telephone Number Identification No.



333 — 51066
The Detroit Edison Securitization Funding LLC
(a Michigan limited liability company)
2000 2nd Avenue, 937 WCB
Detroit, Michigan 48226-1279
313-235-3642
38-0478650

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

Yes No



Quartely Report on Form 10-Q
Part I — Financial Information
Item 1 — Financial Statements
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations
Statement of Income (Unaudited)
Balance Sheet (Unaudited)
Statement of Cash Flows (Unaudited)
Statement of Member’s Equity (Unaudited)
Notes to Financial Statements (Unaudited)
Independent Accountants’ Report
Part II — Other Information
Item 1 — Legal Proceedings
Item 5 — Other Information
Item 6 — Exhibits and Reports on Form 8-K
Signature Page
Monthly Servicer Certificates dated May 14, 2001
Monthly Servicer Certificates dated June 8, 2001
Monthly Servicer Certificates dated July 12, 2001
Securitization Bond


Table of Contents

The Detroit Edison Securitization Funding LLC
FORM 10-Q
For The Quarter Ended June 30, 2001

TABLE OF CONTENTS

               
Page

Quarterly Report on Form 10-Q:
Part I — Financial Information
5
Item 1 -Financial Statements
5
Statement of Income (Unaudited)
5
Balance Sheet (Unaudited)
6
Statement of Cash Flows (Unaudited)
7
Statement of Member’s Equity (Unaudited)
8
Notes to Financial Statements (Unaudited)
9
Independent Accountants’ Report
14
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations
3
Item 3 - Omitted pursuant to Instruction H of Form 10-Q
Part II — Other Information
15
Item 1 - Legal Proceedings
15
Item 2 - Omitted pursuant to Instruction H of Form 10-Q
Item 3 - Omitted pursuant to Instruction H of Form 10-Q
Item 4 - Omitted pursuant to Instruction H of Form 10-Q
Item 5 - Other Information
15
Item 6 - Exhibits and Reports on Form 8-K
15
Signature Page
17

2


Table of Contents

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

This analysis is a summary of the results of operations and financial condition of the Company and should be read in conjunction with the financial statements and notes to financial statements for the quarter ended June 30, 2001.

The Company is a special purpose entity established by The Detroit Edison Company to recover certain stranded costs, called Securitization Property by Michigan Statute.

On March 9, 2001 the Company issued its Bonds.   For the three months ended June 30, 2001, the Company has earned $38,663,000 in surcharge revenues and $204,000 in interest income. Amortization expense consists of amortization of the Securitization Property, overcollateralization fee, and over-recovery of securitization surcharge (“SC”). The amortization expense for the three-month period was $11,728,000. During this three-month period the Company also incurred interest expense of $26,816,000, amortization of issuance cost of $42,000, servicing fee of $219,000, and administrative fee of $62,000.

For the six-month period ending June 30, 2001, the Company has earned $48,587,000 in surcharge revenues and $248,000 in interest income. Amortization expense for the six months amounted to $15,041,000. During the six-month period the Company also incurred interest expense of $33,371,000, amortization of issuance cost of $48,000, servicing fee of $292,000 and administrative fee of $83,000.

Detroit Edison, as Servicer, collects a surcharge from its customers for the benefit of the Company and the Securitization Bondholders based on an initial $0.0032 per kilowatthour rate. This surcharge rate will be modified to $0.0041 on September 01, 2001. Due to the time lag between SC billed to customers and amounts collected from those customers, Detroit Edison began cash remittance to the Trustee for SC collections on May 14, 2001. As of June 30, 2001, Detroit Edison has remitted $21,125,282 of SC collections to the Trustee. There will be sufficient cash for the first payment of $56,388,566 for Bond principal, interest, and related fees, due on September 1, 2001.

Under the MPSC financing order, Detroit Edison will implement an annual adjustment (“true-up”) to the SC until 12 months prior to the last expected final payment date of the final class of the Bonds. Thereafter, a quarterly adjustment to the SC will be implemented to provide sufficient funds for timely payments related to the Bonds.

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FORWARD-LOOKING STATEMENTS

Certain information presented herein is based on the expectations of the Company, and, as such, is forward-looking. The Private Securities Litigation Reform Act of 1995 encourages reporting companies to provide analyses and estimates of future prospects and also permits reporting companies to point out that actual results may differ from those anticipated.

Securitization Bondholders may suffer payment delays or losses if the Company’s assets are not sufficient to pay interest or the scheduled principal of the Bonds. Funds for payments are dependent upon the Securitization Property and the right to collect the SC over a period limited by Michigan Statute to 15 years.

In addition, collections are dependent on the level of Detroit Edison electric deliveries to customers.

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The Detroit Edison Securitization Funding LLC
Statement of Income (Unaudited)

(Thousands of dollars)

                     
Three Months Ended Six Months Ended
June 30, 2001 June 30, 2001


Operating Revenues
$ 38,663 $ 48,587


Operating Expenses
Amortization expense
11,728 15,041
Service fee
219 292
Administrative fee
62 83


Total Operating Expenses
12,009 15,416


Operating Income
26,654 33,171


Interest Expense and Other
Interest expense
26,816 33,371
Other
42 48


Total Interest Expense and Other
26,858 33,419


Interest Income
204 248


Net Income
$ $


See Notes to Financial Statements (Unaudited).

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The Detroit Edison Securitization Funding LLC
Balance Sheet (Unaudited)

(Thousands of dollars)

             
June 30, 2001

ASSETS
Current Assets
Cash and cash equivalents
$ 3,821
Restricted cash
30,047
Accounts receivable
20,585
Accrued unbilled revenues
6,911

61,364

Regulatory Assets
Unamortized securitization property
1,716,985
Unamortized bond issuance cost
30,237

1,747,222

Total Assets
$ 1,808,586

LIABILITIES AND MEMBER’S EQUITY
Current Liabilities
Accounts payable
$ 3,778
Accrued interest
33,371
Accounts payable to member
375
Current portion of securitization bonds payable
39,660
Regulatory liability
12,104

89,288

Non-Current Liabilities and Deferred Credits
Securitization bonds payable
1,710,340
Overcollateralization subaccount
208

1,710,548

Member’s Equity
8,750

Total Liabilities and Member’s Equity
$ 1,808,586

See Notes to Financial Statements (Unaudited).

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The Detroit Edison Securitization Funding LLC
Statement of Cash Flows (Unaudited)

(Thousands of dollars)

           
Six Months Ended
June 30, 2001

Operating Activities
Net Income
$
Adjustments to reconcile net income to net cash from operating activities:
Amortization
15,089
Changes in current assets and liabilities:
Accounts receivable
(27,496 )
Interest payable
33,371
Accounts payable to member
375

Net cash from operating activities
21,339

Investing Activities
Restricted Cash
(30,047 )
Purchase of securitized assets
(1,719,715 )
Capitalization of issuance cost
(26,506 )

Net cash used for investing activities
(1,776,268 )

Financing Activities
Issuance of Bonds
1,750,000
Member’s investment
8,750

Net cash from financing activities
1,758,750

Net Increase in Cash and Cash Equivalents
3,821
Cash and Cash Equivalents at Beginning of the Period

Cash and Cash Equivalents at End of the Period
$ 3,821

See Notes to Financial Statements (Unaudited).

7


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The Detroit Edison Securitization Funding LLC
Statement of Member’s Equity (Unaudited)

(Thousands of dollars)

           
Six Months Ended
June 30, 2001

Beginning balance
$
Add:
Member’s contribution
8,750

Balance at June 30, 2001
$ 8,750

See Notes to Financial Statements (Unaudited).

8


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The Detroit Edison Securitization Funding LLC
Notes to Financial Statements (Unaudited)


1.   Nature of Operations

The Detroit Edison Securitization Funding LLC (the “Company”), a single member limited liability company established by The Detroit Edison Company (“Detroit Edison”) under the laws of the State of Michigan, was formed on November 20, 2000 pursuant to articles of organization filed with the Department of Consumer and Industry Services of the State of Michigan by Detroit Edison, as sole member of the Company. The Company is a wholly owned subsidiary of Detroit Edison. Detroit Edison is an operating electric public utility and is a wholly owned subsidiary of DTE Energy Company (“DTE”). The Company was organized for the sole purpose of purchasing and owning Securitization Property, issuing securitization bonds (“Bonds”), pledging its interest in Securitization Property to the trustee to collateralize the Bonds, and performing activities that are necessary to accomplish these purposes. The Company had no financial operations until February 15, 2001.

Securitization Property is a property right authorized by Michigan state legislation and may be created only by a financing order of the Michigan Public Service Commission (“MPSC”). Securitization Property represents, among other things, the irrevocable right of Detroit Edison, or its successor or assignee, to impose, collect and receive a non-bypassable SC from customers pursuant to an order (“Financing Order”), which was issued on November 2, 2000, and clarified on January 4, 2001, by the MPSC in accordance with the June 2000 Customer Choice and Electricity Reliability Act (“the Act”). Securitization Property also includes the right to obtain periodic adjustments of SC. The MPSC Financing Order authorizes the SC to be sufficient to recover up to $1.774 billion aggregate principal amount of bonds, plus an amount sufficient to provide for any credit enhancement, to fund any reserves and to pay interest, redemption premiums, if any, servicing fees and other administrative expenses relating to the Bonds.

On March 9, 2001, the Company issued $1.75 billion of Bonds, Series 2001-1 and used the proceeds to pay expenses of issuance and to purchase the Securitization Property from Detroit Edison.

The Company is required to operate in a manner so that its assets are not subject to the creditors of either DTE or Detroit Edison. Detroit Edison has sold the Securitization Property to the Company. The Bonds are debt obligations of the Company. However, due to principles of consolidation, the Company will be consolidated with Detroit Edison for financial and income tax reporting purposes.

The principal amount of the Bonds, interest, fees, and required overcollateralization for the Bonds will be recovered through the SC payable by Detroit Edison’s electric customers taking delivery of electricity from Detroit Edison or its successor based on its MPSC approved rate schedules and special contracts.

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Detroit Edison, as Servicer, collects the SC from its customers and deposits daily collections into the General Subaccount held by The Bank of New York, as trustee (“Trustee”). The Trustee is required to use these funds to make principal and interest payments on the Bonds and to pay fees and expenses specified in the Indenture for the Bonds. The Reserve Subaccount maintained by the Trustee consists of funds remaining after required allocations on the scheduled semi-annual payment dates. The Overcollateralization Subaccount held by the Trustee will be funded from collections of the SC over the term of the Bonds. The Capital Subaccount held by the Trustee was initially funded by a contribution to the Company by Detroit Edison on the date of issuance of the Bonds in an amount equal to 0.5% of the initial principal amount of the Bonds. The Capital Subaccount is the last account the Trustee will draw if amounts in the General Subaccount, Reserve Subaccount, and Overcollateralization Subaccount are insufficient to make payments specified in the Indenture. If the Capital Subaccount is used, it will be replenished to its original level from SC remittances.

The Company has no employees.   Under a Servicing Agreement, Detroit Edison is required to manage and administer the Securitization Property of the Company and to collect the SC on behalf of the Company. Detroit Edison receives a servicing fee of 0.05% annually of the initial principal amount of the Bonds. The Servicing Agreement also requires Detroit Edison to file requests for annual adjustments to the SC, and the Act and the Financing Order require the MPSC to act upon these requests within specified time periods. These adjustments (“true-up”) are based on actual SC collections and updated assumptions by Detroit Edison of estimated delivery of electricity, expected delinquencies and write-offs, and future expenses relating to the Securitization Property and the Bonds.

2.   Summary of Significant Accounting Policies

Management’s Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Regulation and Regulatory Assets and Liabilities

The Company’s business meets the criteria of Statement of Financial Accounting Standards (“SFAS”) No. 71, “Accounting for the Effects of Certain Types of Regulation.” This accounting standard recognizes the cost based rate making process which results in differences in the application of generally accepted accounting principles between regulated and non-regulated businesses. The Company’s purpose is to collect SC, pay interest and principal on the Bonds and other administrative costs. The SC, as periodically established by the MPSC, is designed to provide the necessary revenues to satisfy such activities. Continued applicability of SFAS No. 71 requires that rates be designed to recover specific costs of providing regulated services and products, and

10


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that it be reasonable to assume that the rates are set at levels that will recover an entity’s costs and can be charged to and collected from customers. The Company believes it satisfies such requirements, and continues to apply the provisions of SFAS No. 71 to its business.

Cash and Cash Equivalents

For purposes of the Balance Sheet and Statement of Cash Flows, the Company considers investments purchased with a maturity of three months or less to be the equivalent of cash. The balance of $3.82 million of Cash and Cash Equivalents has been retained to pay the remaining Bond issuance costs.

Restricted Cash

Restricted cash includes $8.75 million in the Capital Subaccount and $21.30 million in the General Subaccount. The Trustee has established the following subaccounts for the Bonds:

General Subaccount is comprised of SC collections and interest earned from short term investments. These amounts accumulate until the Trustee pays principal, interest, service and administration fees, and other expenses.

Reserve Subaccount includes any net over SC collections. The Trustee may draw funds from this subaccount if the general subaccount is insufficient to make scheduled payments.

Overcollateralization Subaccount accumulates the mandatory reserve amount. This account is funded over the life of the Bonds. The Trustee may draw from this subaccount if the general subaccount and reserve subaccount are insufficient to service required payments.

Capital Subaccount retains the required 0.5% of the initial principal amount of the Bonds. It will be released at Bond retirement. The Trustee can draw funds from this subaccount if the general subaccount, overcollateralization subaccount and reserve subaccount are insufficient to service bond payments. If the Capital Subaccount is used, it will be replenished from SC remittances.

Debt Issuance Costs

The costs associated with the issuance of the Bonds are capitalized and are being amortized over the life of the Bonds utilizing the effective interest method.

Revenue

On March 26, 2001, Detroit Edison, as Servicer, implemented a nonbypassable SC of $0.0032 per kilowatthour on behalf of the Company, which will be modified to $0.0041 on September 01, 2001. The Company also records unbilled SC revenue associated with electricity delivered by Detroit Edison after cycle billings through month-end.

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Amortization

The Securitization Property was recorded at acquired cost and is being amortized over the life of the Bonds, based on estimated SC revenues, interest accruals and other expenses. The Act limits the Bond life to no greater than 15 years.

In accordance with SFAS No. 71, amortization is adjusted for over/under recovery of SC resulting from differences between estimated and actual electricity delivery.

Income Taxes

The Company has elected to be treated as a division of Detroit Edison, and is not a separate taxable entity. As a result, Detroit Edison is responsible for the tax impacts of the Company.

3.   Long-Term Debt

In March 2001, the Company issued $1.75 billion of Bonds at an average interest rate of 6.3%. The Company used the proceeds from the Bonds to purchase Securitization Property from Detroit Edison. The Securitization Property of the Company has been assigned to the Trustee to collateralize the Bonds.

Scheduled maturities and interest rates for the Bonds at June 30, 2001 are:

                                   
Initial Class
Principal Balance Expected Final
Class Bond Rate ($ Thousands) Payment Date Final Maturity Date





A-1
5.18 % 124,540 3/1/03 3/1/05





A-2
5.51 % 179,038 3/1/05 3/1/07





A-3
5.88 % 322,792 3/1/08 3/1/10





A-4
6.19 % 406,722 3/1/11 3/1/13





A-5
6.42 % 326,237 3/1/13 3/1/15





A-6
6.62 % 390,671 3/1/15 3/1/16





         
Total
$ 1,750,000
Current Maturities
(39,660 )

Long Term Debt
$ 1,710,340

The Current Maturities stated above are based on the expected final payment dates rather than the final maturity dates.

4.   Significant Agreements and Related Party Transactions

Under the Servicing Agreement, Detroit Edison as Servicer is required to manage and administer the Securitization Property of the Company and to collect the SC on behalf

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of the Company. The Company pays an annual service fee of $875,000 and an annual administrative fee of $250,000 to Detroit Edison. The Company recorded servicing fees of $219,000 and administrative fees of $62,000 for the three-month period ended June 30, 2001. For the six-month period, the Company recorded servicing fees of $292,000 and administrative fees of $83,000.

At June 30, 2001 the Balance Sheet includes a receivable from Detroit Edison of $20.6 million for SC collections. The Balance Sheet also includes a payable to Detroit Edison of $375,000 for servicing fees and administrative expenses.


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INDEPENDENT ACCOUNTANTS’ REPORT

To the Managers of
The Detroit Edison Securitization Funding LLC

We have reviewed the accompanying condensed balance sheet of The Detroit Edison Securitization Funding LLC, (the “Company”) as of June 30, 2001, and the related condensed statements of income for the three-month and six-month periods ended June 30, 2001, and the condensed statements of cash flows and member’s equity for the six-month period ended June 30, 2001. These financial statements are the responsibility of The Detroit Edison Securitization Funding LLC’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 financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Detroit, Michigan
August 14, 2001

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PART II — OTHER INFORMATION

Legal Proceedings.

None

Other Information.

None

Exhibits and Reports on Form 8-K.

a. Exhibits

        (i) Exhibits filed herewith

     
Exhibit No.

99.7
Monthly Servicer Certificates dated May 14, 2001
 
99.8
Monthly Servicer Certificate dated June 08, 2001
 
99.9
Monthly Servicer Certificates dated July 12, 2001
 
99.10
Securitization Bond Charge filed with the MPSC on August 10, 2001

        (ii) Exhibits incorporated herein by reference

     
Exhibit No.

4.1
Limited Liability Company Agreement of The Detroit Edison Securitization Funding LLC (Exhibit 4.1 to Registration No. 333-51066)
 
4.2
Articles of Organization of The Detroit Edison Securitization Funding LLC (Exhibit 4.2 to Registration No. 333-51066)
 
4.2.1.
Restated Articles of Organization of The Detroit Edison Securitization Funding LLC (Exhibit 4.2.1. to Registration No. 333-51066)
 
4.3
Indenture (Exhibit 4.3 to Form 10-Q for quarter ended March 31, 2001)
 
4.3.1
Supplemental Indenture, including Form of Bonds (Exhibit 4.3.1 to Form 10-Q for quarter ended March 31, 2001)
 
10.1
Sale Agreement (Exhibit 10.1 to Form 10-Q for quarter ended March 31, 2001)

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Exhibit No.

10.2
Servicing Agreement (Exhibit 10.2 to Form 10-Q for quarter ended March 31, 2001)
 
10.3
Financing Order of the MPSC issued November 2, 2000 (Exhibit 10.3 to Registration No. 333-51066)
 
10.4
Opinion and Order of the MPSC issued January 4, 2001 (Exhibit 10.4 to Registration No. 333-51066)
 
99.1
Internal Revenue Service Private Letter Ruling pertaining to Bonds (Exhibit 99.1 to Registration No. 333-51066)
 
99.2
Administration Agreement (Exhibit 99.2 to Registration No. 333-51066)
 
99.3
Trade Receivables Purchase and Sale Agreement, dated as of February 28, 1989, as amended and restated, among The Detroit Edison Company, as seller, Corporate Asset Funding Company, Inc., Citibank, N.A., and Citicorp North America, Inc. (Exhibit 99.3 to Form 10-Q for quarter ended March 31, 2001)
 
99.4
Trade Receivables Purchase and Sale Agreement, dated as of February 28, 1989, as amended and restated, among The Detroit Edison Company, as seller, Citibank, N.A., and Citicorp North America, Inc. (Exhibit 99.4 to Form 10-Q for quarter ended March 31, 2001)
 
99.5
Intercreditor Agreement, among Citicorp North America, Inc., Citibank, N.A., the trustee, the issuer, and The Detroit Edison Company (Exhibit 99.5 to Form 10-Q for quarter ended March 31, 2001)
 
99.6
Securitization Bond Charges, filed with the MPSC on March 16, 2001 (Exhibit 99.6 to Form 10-Q for quarter ended March 31, 2001)

b.   Reports on Form 8-K

None

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SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

           
THE DETROIT EDISON SECURITIZATION FUNDING LLC
(Registrant)
 
/s/ MICHAEL G. VANHAERENTS
_____________________________________
By Michael G. VanHaerents
Controller and Chief Accounting Officer
 
Date
August 13, 2001
/s/ MICHAEL G. VANHAERENTS
_____________________________________
Michael G. VanHaerents
Controller and Chief Accounting Officer
 
Date
August 13, 2001
/s/ KATHLEEN M. HIER
_____________________________________
Kathleen M. Hier
Treasurer

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INDEX TO EXHIBITS
     
EXHIBIT NO. DESCRIPTION


        (i) Exhibits filed herewith

     
Exhibit No.

99.7
Monthly Servicer Certificates dated May 14, 2001
 
99.8
Monthly Servicer Certificate dated June 08, 2001
 
99.9
Monthly Servicer Certificates dated July 12, 2001
 
99.10
Securitization Bond Charge filed with the MPSC on August 10, 2001

        (ii) Exhibits incorporated herein by reference

     
Exhibit No.

4.1
Limited Liability Company Agreement of The Detroit Edison Securitization Funding LLC (Exhibit 4.1 to Registration No. 333-51066)
 
4.2
Articles of Organization of The Detroit Edison Securitization Funding LLC (Exhibit 4.2 to Registration No. 333-51066)
 
4.2.1.
Restated Articles of Organization of The Detroit Edison Securitization Funding LLC (Exhibit 4.2.1. to Registration No. 333-51066)
 
4.3
Indenture (Exhibit 4.3 to Form 10-Q for quarter ended March 31, 2001)
 
4.3.1
Supplemental Indenture, including Form of Bonds (Exhibit 4.3.1 to Form 10-Q for quarter ended March 31, 2001)
 
10.1
Sale Agreement (Exhibit 10.1 to Form 10-Q for quarter ended March 31, 2001)


Table of Contents

     
Exhibit No.

10.2
Servicing Agreement (Exhibit 10.2 to Form 10-Q for quarter ended March 31, 2001)
 
10.3
Financing Order of the MPSC issued November 2, 2000 (Exhibit 10.3 to Registration No. 333-51066)
 
10.4
Opinion and Order of the MPSC issued January 4, 2001 (Exhibit 10.4 to Registration No. 333-51066)
 
99.1
Internal Revenue Service Private Letter Ruling pertaining to Bonds (Exhibit 99.1 to Registration No. 333-51066)
 
99.2
Administration Agreement (Exhibit 99.2 to Registration No. 333-51066)
 
99.3
Trade Receivables Purchase and Sale Agreement, dated as of February 28, 1989, as amended and restated, among The Detroit Edison Company, as seller, Corporate Asset Funding Company, Inc., Citibank, N.A., and Citicorp North America, Inc. (Exhibit 99.3 to Form 10-Q for quarter ended March 31, 2001)
 
99.4
Trade Receivables Purchase and Sale Agreement, dated as of February 28, 1989, as amended and restated, among The Detroit Edison Company, as seller, Citibank, N.A., and Citicorp North America, Inc. (Exhibit 99.4 to Form 10-Q for quarter ended March 31, 2001)
 
99.5
Intercreditor Agreement, among Citicorp North America, Inc., Citibank, N.A., the trustee, the issuer, and The Detroit Edison Company (Exhibit 99.5 to Form 10-Q for quarter ended March 31, 2001)
 
99.6
Securitization Bond Charges, filed with the MPSC on March 16, 2001 (Exhibit 99.6 to Form 10-Q for quarter ended March 31, 2001)

EX-99.7 3 k64134ex99-7.txt MONTHLY SERVICER CERTIFICATES DATED MAY 14, 2001 1 EXHIBIT 99.7 MONTHLY SERVICER CERTIFICATE Pursuant to Section 4.01(d)(ii) of the Securitization Property Servicing Agreement, dated as of March 9, 2001 (the "Agreement"), between The Detroit Edison Company, as servicer (the "Servicer") and The Detroit Edison Securitization Funding LLC, the Servicer does hereby certify as follows: Capitalized terms used herein have their respective meanings as set forth in the Agreement. For the Monthly Period: March 2001 1. BILLINGS: a) Monthly kWh Consumption: 698,494,177 ----------- b) Applicable SB Charge: $0.0032 ------- c) Total SB Charge Amount Invoiced this Month (Net of .5% uncollectible factor): $2,199,201 ---------- d) Cumulative SB Charge Amount Invoiced this Remittance Period: $2,199,201 ---------- 2. REMITTANCES: a) Weighted Average Days Outstanding: 45 -- b) Total Amount Remitted this Month: 0 - c) Cumulative Amount Remitted this Remittance Period: 0 - 3. BALANCES ON SUBACCOUNTS (AT END OF MONTHLY PERIOD): a) Collection Account Balance: $44,302 (interest Income) ------- b) Reserve Subaccount Balance: 0 - c) Series Overcollateralization Subaccount Balance: 0 - d) Series Capital Subaccount Balance: $8,750,000 ----------
Executed as of May 14, 2001. THE DETROIT EDISON COMPANY as Servicer By: ------------------------------------- Name: Michael G. VanHaerents Title: Director 2 MONTHLY SERVICER CERTIFICATE Pursuant to Section 4.01(d)(ii) of the Securitization Property Servicing Agreement, dated as of March 9, 2001 (the "Agreement"), between The Detroit Edison Company, as servicer (the "Servicer") and The Detroit Edison Securitization Funding LLC, the Servicer does hereby certify as follows: Capitalized terms used herein have their respective meanings as set forth in the Agreement. For the Monthly Period: April 2001 1. BILLINGS: a) Monthly kWh Consumption: 4,490,328,821 ------------- b) Applicable SB Charge: $0.0032 ------ c) Total SB Charge Amount Invoiced this Month (Net of .5% uncollectible factor): $14,350,477 ----------- d) Cumulative SB Charge Amount Invoiced this Remittance Period: $16,549,677 ----------- 2. REMITTANCES: a) Weighted Average Days outstanding: 45 -- b) Total Amount Remitted this Month: 0 - c) Cumulative Amount Remitted this Remittance Period: 0 - 3. BALANCES ON SUBACCOUNTS (AT END OF MONTHLY PERIOD): a) Collection Account Balance: $85,850 (Interest Income) ------- b) Reserve Subaccount Balance: 0 - c) Series Overcollateralization Subaccount Balance: 0 - d) Series Capital Subaccount Balance: $8,750,000 ----------
Executed as of May 14, 2001. THE DETROIT EDISON COMPANY as Servicer By: Name: Michael G. VanHaerents Title: Director
EX-99.8 4 k64134ex99-8.txt MONTHLY SERVICER CERTIFICATES DATED JUNE 8, 2001 1 EXHIBIT 99.8 MONTHLY SERVICER CERTIFICATE Pursuant to Section 4.01(d)(ii) of the Securitization Property Servicing Agreement, dated as of March 9, 2001 (the "Agreement"), between The Detroit Edison Company, as servicer (the "Servicer") and The Detroit Edison Securitization Funding LLC, the Servicer does hereby certify as follows: Capitalized terms used herein have their respective meanings as set forth in the Agreement. For the Monthly Period: May 2001 1. BILLINGS: a) Monthly kWh Consumption: 3,751,595,557 ------------- b) Applicable SB Charge: $0.0032 ------- c) Total SB Charge Amount Invoiced this Month (Net of .5% uncollectible factor): $11,966,176.17 -------------- d) Cumulative SB Charge Amount Invoiced this Remittance Period: $28,515,853.58 -------------- 2. REMITTANCES: a) Weighted Average Days outstanding: 45 -- b) Total Amount Remitted this Month: $9,047,757.22 ------------- c) Cumulative Amount Remitted this Remittance Period: $9,047,757.22 ------------- 3. BALANCES ON SUBACCOUNTS (AT END OF MONTHLY PERIOD): a) Collection Account Balance*: $9,172,282.51 ------------- b) Reserve Subaccount Balance: 0 - c) Series Overcollateralization Subaccount Balance: 0 - d) Series Capital Subaccount Balance: $8,750,000.00 -------------
Executed as of June 08, 2001. * Includes Subaccounts interest THE DETROIT EDISON COMPANY as Servicer By: Name: Michael G. VanHaerents Title: Director
EX-99.9 5 k64134ex99-9.txt MONTHLY SERVICER CERTIFICATES DATED JULY 12, 2001 1 EXHIBIT 99.9 MONTHLY SERVICER CERTIFICATE Pursuant to Section 4.01(d)(ii) of the Securitization Property Servicing Agreement, dated as of March 9, 2001 (the "Agreement"), between The Detroit Edison Company, as servicer (the "Servicer") and The Detroit Edison Securitization Funding LLC, the Servicer does hereby certify as follows: Capitalized terms used herein have their respective meanings as set forth in the Agreement. For the Monthly Period: June 2001 1. BILLINGS: a) Monthly kWh Consumption: 4,130,390,714 ------------- b) Applicable SB Charge: $0.0032 ------- c) Total SB Charge Amount Invoiced this Month (Net of .5% uncollectible factor): $13,159,970.60 -------------- d) Cumulative SB Charge Amount Invoiced this Remittance Period: $41,675,824.18 -------------- 2. REMITTANCES: a) Weighted Average Days outstanding: 45 -- b) Total Amount Remitted this Month: $12,077,525.22 -------------- c) Cumulative Amount Remitted this Remittance Period: $21,125,282.44 -------------- 3. BALANCES ON SUBACCOUNTS (AT END OF MONTHLY PERIOD): a) Collection Account Balance*: $21,296,409.81 -------------- b) Reserve Subaccount Balance: 0 - c) Series Overcollateralization Subaccount Balance: 0 - d) Series Capital Subaccount Balance: $8,750,000.00 -------------
Executed as of July 12, 2001. * Includes Subaccounts interest THE DETROIT EDISON COMPANY as Servicer By: ------------------------------------- Name: Michael G. VanHaerents Title: Director
EX-99.10 6 k64134ex99-10.txt SECURITIZATION BOND 1 EXHIBIT 99.10 [DETROIT EDISON LOGO] August 10, 2001 Ms. Dorothy Wideman Executive Secretary Michigan Public Service Commission 6545 Mercantile Way Lansing, Michigan 48909 Re: MPSC Case No. U-12478 Updated Securitization Bond Charge and Securitization Bond Tax Charge Dear Ms. Wideman: The Commission's November 2, 2000 order in Case No. U-12478 (Financing Order) authorized the Detroit Edison Company following the sale of securitization bonds, to bill its customers, an initial securitization charge of not more than $0.004239 per kilowatt-hour and an initial tax charge of not more than $0.000766 per kilowatt-hour. The Securitization Bonds were sold on March 9, 2001 and beginning March 26, 2001, Detroit Edison began billing a Securitization Bond Charge of $0.0032 per kilowatt-hour and a Securitization Bond Tax Charge of $0.0005 per kilowatt-hour. The purpose of this letter is to inform the Commission that Detroit Edison is adjusting the Securitization Bond Charge to $0.0041 per kilowatt-hour and the Securitization Bond Tax Charge to $0.0006 per kilowatt-hour beginning with bills rendered on and after September 1, 2001. These adjustments are required to ensure that the securitization charges will recover amounts sufficient to timely provide all payments and other required amounts in connection with the Securitization Bonds and to ensure recovery of the associated tax liability. The new charges are less than those authorized by the Commission in its November 2nd order. The change in the Securitization Bond Charge and Securitization Bond Tax Charge will not impact the overall charge to our customers. For full-requirement customers, the increase in charges will be offset by an equal and opposite adjustment to base energy rates thereby preserving the rate freeze and the 5% rate reductions mandated by PA 141. Electric Choice Customer's overall charge remains unaffected due to the fact that, per the Commission's Order in Case No. U-12478, prior to January 1, 2002, these customers are charged, on a net basis, a transition charge equal to their bid participation charge. 2 Page 2 August 10, 2001 Attachment A shows the values for each of the variables used in calculating the updated Securitization Bond Charge and Securitization Bond Tax Charge. In a separate letter to Mr. William Celio, Director - Electric Division, Detroit Edison will submit updated tariff sheets necessary to implement these charge updates. Sincerely, /s/ James J. Musial James J. Musial Manager - Regulatory Compliance 3 ATTACHMENT A THE DETROIT EDISON COMPANY SECURITIZATION BOND CHARGES MARCH 26, 2001 THROUGH FEBRUARY 28, 2002
INITIAL REVISED ANNUALIZED FACTORS FACTORS MARCH 16, 2001 REVISED BILLED THRU BILLED STARTING FILING FACTORS AUG 31, 2001 SEPT 1, 2001 1 SECURITIZATION BOND CHARGE 2 FORECAST PERIOD SECURITIZATION BONDS COSTS 3 Principal Payment 39,660,023 39,660,023 4 Interest Charges 104,769,019 104,769,019 5 Servicing and Administrative Fee 1,125,000 1,125,000 6 Over-collateralization Fee 625,000 625,000 ------------- ------------- 7 Total Forecast Period Securitization Bond Charges (Lines 3 to 6) 146,179,042 146,179,042 8 TRUE-UP FOR PRIOR PERIOD 9 (Over)Under principal payments 0 0 10 (Over)Under interest 0 0 11 (Over)Under ongoing transaction expenses 0 0 12 (Over)Under Overcollateralization account deficiency 0 0 13 (Over)Under Capital account deficiency 0 0 ------------- ------------- 14 Total (Over)Under collections of Securitization Bond Costs (Lines 9 to 13) 0 0 ------------- ------------- 15 16 Total Securitization Bond Charge Obligation to be billed 17 and collected during the forecast period (Lines 7 + 14) 146,179,042 146,179,042 70,726,709 75,452,333 ============== ============== ============== ============== 18 19 Forecasted kWh sales (adjusted for uncollectibles) 45,732,831,000 40,308,385,575 21,905,377,502 18,403,008,073 ============== ============== ============== ============== 20 21 SECURITIZATION BOND CHARGE (mills per kWh) (Lines 17 / 19) 3.2 3.6 3.2 4.1 ============== ============== ============== ============== 22 23 SECURITIZATION BOND TAX CHARGE 24 FORECAST PERIOD TAX REQUIREMENT 25 Principal Payment * (Tax Rate) / (1 - Tax Rate) 21,355,397 21,355,397 ------------- ------------- 26 27 TRUE-UP FOR PRIOR PERIOD 28 Prior period actual Securitization Bond Tax Charge revenue 0 0 29 Prior period actual Securitization Bond Tax Charge requirements 0 0 ------------- ------------- 30 (Over)Under collections of prior period Securitization Bond 31 Tax Charge requirements (Lines 30 - 31) 0 0 32 Interest on (Over)Under collections at bond rate 0 0 ------------- ------------- 33 (Over) Under collections including interest (Lines 33 + 34) 0 0 ------------- ------------- 34 35 Total Securitization Bond Tax Charge Obligation to be billed 36 and collected during the forecast period (Lines 25 + 33) 21,355,397 21,355,397 10,313,592 11,041,805 ============== ============== ============== ============== 37 38 Forecasted kWh sales (adjusted for uncollectibles) 45,732,831,000 40,308,385,575 21,905,377,502 18,403,008,073 ============== ============== ============== ============== 39 40 SECURITIZATION BOND TAX CHARGE (mills per kWh) (Lines 36 + 38) 0.5 0.5 0.5 0.6 ============== ============== ============== ============== 41 42 TOTAL SECURITIZATION BOND CHARGES IN FORECAST PERIOD 43 (mills per kWh) (Lines 21 + 40) 3.7 4.1 3.7 4.7 ============== ============== ============== ==============
Note: Lines 19 and 38 have been adjusted to reflect forecasted kWh sales that have been billed and collected versus forecasted kWh sales that have been billed.
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