-----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, Dz6JbgUEZfgJ1+1dS/FaHwz+vLt2MOalXEE6YQ68vyk/EiQZw0TGgTYYF0H7pUwf oGSTKk3P4QNRWayoXYXqhQ== 0000950124-04-000638.txt : 20040303 0000950124-04-000638.hdr.sgml : 20040303 20040302214422 ACCESSION NUMBER: 0000950124-04-000638 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040303 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-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-51066 FILM NUMBER: 04644367 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-K 1 k81864e10vk.htm ANNUAL REPORT FOR FISCAL YEAR ENDED 12/31/2003 e10vk
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K


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

For the fiscal year ended December 31, 2003

Commission file number 333-51066

The Detroit Edison Securitization Funding LLC, a Michigan limited liability company, meets the conditions set forth in General Instruction I (1) (a) and (b) of Form 10-K and is, therefore, filing this form with the reduced disclosure format.

THE DETROIT EDISON SECURITIZATION FUNDING LLC

(Exact name of registrant as specified in its charter)
     
Michigan
(State or other jurisdiction of
incorporation or organization)
  38-0478650
(I.R.S. Employer
Identification No.)
     
2000 2nd Avenue, Detroit, Michigan
(Address of principal executive offices)
  48226-1279
(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

None
     

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 þ       No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K.       þ

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).      Yes o      No þ

The registrant is a single member limited liability company whose equity is solely owned by The Detroit Edison Company.

DOCUMENTS INCORPORATED BY REFERENCE

None



 


Table of Contents

The Detroit Edison Securitization Funding LLC
 
Annual Report on Form 10-K
Year Ended December 31, 2003

Table of Contents

             
        Page
           
  Business & Properties     1  
  Legal Proceedings     1  
  Submission of Matters to a Vote of Security Holders     1  
           
  Market for Registrant’s Member’s Equity and Related Owner Matters     2  
  Selected Financial Data     2  
  Management’s Narrative Analysis of Results of Operations     2  
  Quantitative and Qualitative Disclosures About Market Risk     3  
  Financial Statements and Supplementary Data     4  
  Change in and Disagreements with Accountants on Accounting and Financial Disclosure     14  
  Controls and Procedures     14  
           
  Directors and Executive Officers of the Registrant     14  
  Executive Compensation     14  
  Security Ownership of Certain Beneficial Owners and Management and Related Owner Matters     14  
  Certain Relationships and Related Transactions     14  
  Principal Accountant Fees and Services     14  
           
  Exhibits, Financial Statement Schedules, and Reports on Form 8-K     15  
        17  
 Computation of Ratio of Earnings to Fixed Charges
 Chief Executive Officer Section 302 Certification
 Chief Financial Officer Section 302 Certification
 Chief Executive Officer Section 906 Certification
 Chief Financial Officer Section 906 Certification
 Monthly Servicer Certificate Dated Nov. 13, 2003
 Monthly Servicer Certificate Dated Dec. 12, 2003
 Monthly Servicer Certificate Dated Jan. 14, 2003

 


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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 results to differ materially from those contemplated, projected, estimated or budgeted in such forward-looking statements. Securitization bondholders may suffer payment delays or losses if the Detroit Edison Securitization Funding LLC’s (Company’s) assets are not sufficient to pay interest or the scheduled principal of the securitization bonds. Funds for payments are dependent upon the securitization property and the right to collect the securitization surcharge over a period limited to 15 years pursuant to a Michigan statute. In addition, collections are dependent on the level of The Detroit Edison Company (Detroit Edison) electric deliveries to customers.

Part I

Items 1. & 2. Business & Properties

The Company, a single member limited liability company established by Detroit Edison under the laws of the State of Michigan, was formed on November 20, 2000. The Company is a wholly owned subsidiary of Detroit Edison, an operating electric public utility that is a wholly owned subsidiary of DTE Energy Company (DTE Energy). As discussed in Item 7, Management’s Narrative Analysis of Results of Operations, the Company was organized for the sole purpose of purchasing and owning Securitization Property, issuing securitization bonds, and performing activities that are necessary to accomplish these purposes. The Company had no financial operations until February 15, 2001.

On March 9, 2001, the Company issued $1.75 billion of securitization bonds (Note 3) and used the net proceeds to purchase securitization property from Detroit Edison.

Securitization Property is a property right authorized by Michigan state legislation and by a financing order of the Michigan Public Service Commission (MPSC). The Securitization Property is qualified costs that primarily represent Detroit Edison’s unamortized investment in the 1,150 Megawatt Fermi 2 nuclear power plant that was classified as a regulatory asset. The Michigan statute provided, among other things, the irrevocable right of Detroit Edison, or its successor or assignee, to impose, collect and receive a non-bypassable surcharge from customers pursuant to an order, 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 (Act).

Item 3. Legal Proceedings

None.

Item 4. Submission of Matters to a Vote of Security Holders

Omitted per general instruction I (2) (c) of Form 10-K for wholly owned subsidiaries (reduced disclosure format).

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Part II

Item 5. Market for Registrant’s Member’s Equity and Related Owner Matters

The Company was formed as a single member limited liability company, solely owned by Detroit Edison for its own benefit. As such, no market exists for the member’s equity.

Item 6. Selected Financial Data

Omitted per general instruction I (2) (a) of Form 10-K for wholly owned subsidiaries (reduced disclosure format).

Item 7. Management’s Narrative Analysis of Results of Operations

The Results of Operations discussion for the Company is presented in accordance with General Instruction I (2) (a) of Form 10-K for wholly owned subsidiaries (reduced disclosure format).

As discussed in Note 1, the Company is a special purpose entity established by Detroit Edison to recover certain qualified costs, called Securitization Property by Michigan statute. The qualified costs primarily represent Detroit Edison’s unamortized investment in the 1,150 Megawatt Fermi 2 nuclear power plant that was classified as a regulatory asset. On March 9, 2001, the Company issued securitization bonds and used the net proceeds to purchase the Securitization Property from Detroit Edison. The Company receives surcharge revenues that are intended to recover its costs and service its debt. Amortization expense associated with the Securitization Property is adjusted as necessary so that expenses equal revenues and interest income.

For the year ended December 31, 2003, the Company earned $173,376,000 in surcharge revenues and $773,000 in interest income compared to $205,230,000 in surcharge revenues and $1,124,000 in interest income for the year ended December 31, 2002. The decrease in surcharge revenues is due to lower electricity sales by Detroit Edison and a decrease in the surcharge rate due to over collection in the prior year. Amortization expense consists of amortization of the Securitization Property, overcollateralization fee, and the over or under recovery of securitization surcharge (SC). The amortization expense for the years ended December 2003 and 2002 was $70,927,000 and $98,887,000, respectively. The decrease in amortization expense reflects the adjustment needed to have revenues and interest income equal expenses. The lower amount was primarily attributable to the decrease in surcharge revenues. During 2003, the Company also incurred interest expense of $100,480,000, amortization of debt issuance costs of $1,510,000, servicing fees of $875,000, and administrative fees of $250,000 compared to interest expense of $104,873,000, amortization of debt issuance costs of $1,398,000, servicing fees of $875,000, and administrative fees of $250,000 in 2002.

For the year ended December 31, 2002, the Company earned $205,230,000 in surcharge revenues and $1,124,000 in interest income compared to $143,920,000 in surcharge revenues and $824,000 in interest income for the year ended December 31, 2001. The increase in surcharge revenues is due to higher electricity sales by Detroit Edison and an increase in the surcharge rate, as well as the fact that the Company was not formed until March 2001. The amortization expense for the years ended December 2002 and 2001 was $98,887,000 and $56,333,000, respectively. The increase in amortization expense reflects the adjustment needed to have revenues and interest income equal expenses. The higher amount was primarily attributable to the increase in surcharge revenues. During 2002, the Company also incurred interest expense of $104,873,000, amortization of debt issuance costs of $1,398,000, servicing fees of $875,000, and administrative fees of $250,000 compared to interest expense of $86,928,000, amortization

2


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of debt issuance costs of $482,000, servicing fees of $729,000, and administrative fees of $208,000 in 2001.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The Company estimates that if interest rates were 10% higher or lower, the fair value of long-term debt at December 31, 2003 would decrease $39 million and increase $41 million, respectively.

3


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Item 8. Financial Statements and Supplementary Data

             
        Page
 
  Independent Auditors’ Report     5  
 
           
 
  Statement of Operations     6  
 
           
 
  Statement of Financial Position     7  
 
           
 
  Statement of Cash Flows     8  
 
           
 
  Statement of Member’s Equity     9  
 
           
 
  Notes to Financial Statements     10  

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Independent Auditors’ Report

To the Managers of
The Detroit Edison Securitization Funding LLC

We have audited the statement of financial position of The Detroit Edison Securitization Funding LLC, (“the Company”) as of December 31, 2003 and 2002, and the related statements of operations, cash flows and member’s equity for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of The Detroit Edison Securitization Funding LLC at December 31, 2003 and 2002, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE LLP

Detroit, Michigan
March 1, 2004

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The Detroit Edison Securitization Funding LLC
Statement of Operations

                         
    Year Ended December 31
 
    2003
  2002
  2001
(in Thousands)                        
Operating Revenues
  $ 173,376     $ 205,230     $ 143,920  
 
   
 
     
 
     
 
 
Operating Expenses
                       
Amortization expense
    70,927       98,887       56,333  
Service fees
    875       875       729  
Administrative fees
    250       250       208  
Other
    107       71       64  
 
   
 
     
 
     
 
 
 
    72,159       100,083       57,334  
 
   
 
     
 
     
 
 
Operating Income
    101,217       105,147       86,586  
 
   
 
     
 
     
 
 
Interest Expense and Other
                       
Interest expense
    100,480       104,873       86,928  
Interest income
    (773 )     (1,124 )     (824 )
Amortization of debt issuance costs
    1,510       1,398       482  
 
   
 
     
 
     
 
 
 
    101,217       105,147       86,586  
 
   
 
     
 
     
 
 
Net Income
  $     $     $  
 
   
 
     
 
     
 
 

See Notes to Financial Statements

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The Detroit Edison Securitization Funding LLC
Statement of Financial Position

                 
    December 31
    2003
  2002
(in Thousands)                
ASSETS
               
Current Assets
               
Restricted cash
  $ 79,447     $ 94,757  
Accounts receivable
    22,193       23,564  
Accrued unbilled revenues
    9,225       8,309  
 
   
 
     
 
 
 
    110,865       126,630  
 
   
 
     
 
 
Securitized Regulatory Assets
               
Securitization property, less accumulated amortization of $192,473 and $106,743, respectively
    1,527,243       1,612,973  
Other Assets
               
Unamortized bond issuance cost, less accumulated amortization of $3,390 and $1,880 respectively
    26,895       28,405  
 
   
 
     
 
 
 
  $ 1,665,003     $ 1,768,008  
 
   
 
     
 
 
LIABILITIES AND MEMBER’S EQUITY
               
Current Liabilities
               
Accrued interest
  $ 32,894     $ 34,428  
Accounts payable to member
    375       375  
Current portion of securitization bonds payable
    88,727       88,266  
Securitization reserve
    36,265       50,095  
 
   
 
     
 
 
 
    158,261       173,164  
 
   
 
     
 
 
Non-Current Liabilities and Deferred Credits
               
Securitization bonds payable
    1,496,221       1,584,948  
Other
    1,771       1,146  
 
   
 
     
 
 
 
    1,497,992       1,586,094  
 
   
 
     
 
 
Member’s Equity
    8,750       8,750  
 
   
 
     
 
 
 
  $ 1,665,003     $ 1,768,008  
 
   
 
     
 
 

See Notes to Financial Statements

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The Detroit Edison Securitization Funding LLC
Statement of Cash Flows

                         
    Year Ended December 31
    2003
  2002
  2001
(in Thousands)                        
Operating Activities
                       
Net income
  $     $     $  
Adjustments to reconcile net income to net cash from operating activities:
                       
Amortization
    74,035       100,285       56,815  
Changes in current assets and liabilities:
                       
Accounts receivable and accrued unbilled revenues
    455       (2,420 )     (29,453 )
Interest payable
    (1,569 )     (1,253 )     35,681  
Accounts payable
    35       (24 )     375  
 
   
 
     
 
     
 
 
Net cash from operating activities
    72,956       96,588       63,418  
 
   
 
     
 
     
 
 
Investing Activities
                       
Restricted cash
    15,310       (26,917 )     (67,840 )
Purchase of securitized property
                (1,747,191 )
Capitalization of issuance cost
          (22 )      
 
   
 
     
 
     
 
 
Net cash from (used for) investing activities
    15,310       (26,939 )     (1,815,031 )
 
   
 
     
 
     
 
 
Financing Activities
                       
Issuance of bonds
                1,750,000  
Member’s investment
                8,750  
Payment of bonds
    (88,266 )     (72,521 )     (4,265 )
 
   
 
     
 
     
 
 
Net cash from (used for) financing activities
    (88,266 )     (72,521 )     1,754,485  
 
   
 
     
 
     
 
 
Net Increase (Decrease) in Cash and Cash Equivalents
          (2,872 )     2,872  
Cash and Cash Equivalents at Beginning of the Period
          2,872        
 
   
 
     
 
     
 
 
Cash and Cash Equivalents at End of the Period
  $     $     $ 2,872  
 
   
 
     
 
     
 
 
Supplementary Cash Flow Information
                       
Interest paid
  $ 102,049     $ 106,126     $ 51,247  
 
   
 
     
 
     
 
 

See Notes to Financial Statements

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

                         
    Year Ended December 31
    2003
  2002
  2001
(in Thousands)                        
Balance beginning of period
  $ 8,750     $ 8,750     $  
Add:
                       
Member’s contribution
                8,750  
 
   
 
     
 
     
 
 
Balance at end of period
  $ 8,750     $ 8,750     $ 8,750  
 
   
 
     
 
     
 
 

See Notes to Financial Statements

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THE DETROIT EDISON SECURITIZATION FUNDING LLC
NOTES TO FINANCIAL STATEMENTS

NOTE 1 — NATURE OF OPERATIONS

The Detroit Edison Securitization Funding LLC (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. The Company is a wholly owned subsidiary of Detroit Edison, an operating electric public utility that is a wholly owned subsidiary of DTE Energy Company (DTE Energy). The Company was organized for the sole purpose of purchasing and owning securitization property, issuing securitization bonds, and performing activities that are necessary to accomplish these purposes. The Company had no financial operations until February 15, 2001.

The Company is a special purpose entity established by Detroit Edison to recover certain qualified costs, called Securitization Property by Michigan statute. The qualified costs primarily represent Detroit Edison’s unamortized investment in the 1,150 Megawatt Fermi 2 nuclear power plant that was classified as a regulatory asset by Detroit Edison. Securitization Property is a property right authorized by Michigan state legislation and by a financing order of the Michigan Public Service Commission (MPSC). The Michigan statute provided, among other things, the irrevocable right of Detroit Edison, or its successor or assignee, to impose, collect and receive a non-bypassable securitization surcharge (SC) from customers pursuant to an order (Financing Order), 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 (Act). The Financing Order also includes the right to obtain periodic adjustments of SC. The Financing Order authorizes the SC to be sufficient to recover up to $1.774 billion aggregate principal amount of securitization bonds (Bonds), plus an amount sufficient to fund any reserves and to pay interest, servicing fees and other administrative expenses relating to the Bonds.

On March 9, 2001, the Company issued $1.75 billion of Bonds and used the net proceeds to purchase the Securitization Property from Detroit Edison.

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

Detroit Edison, as Servicer, collects the SC from its customers and deposits daily collections into various subaccounts 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 Company has no employees. Under a Servicing Agreement, Detroit Edison is required to manage and administer the Securitization Property. Detroit Edison collects the SC on behalf of the Company. Detroit Edison receives an annual servicing fee of 0.05% of the initial principal amount of the Bonds. The Servicing Agreement also requires Detroit Edison to file requests with the MPSC for annual adjustments to the SC. These adjustments 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.

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NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Regulation

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 ratemaking process, which results in differences in the application of generally accepted accounting principles between regulated and non-regulated businesses. Continued applicability of SFAS No. 71 requires that rates be designed to recover specific costs of providing regulated services and be charged to and collected from customers. The Company believes that currently available facts support the continued application of SFAS No. 71 to its business.

Cash and Cash Equivalents

For purposes of the Statement of Cash Flows, the Company considers investments purchased with a maturity of three months or less to be cash equivalents.

Restricted Cash

Restricted cash at December 31, 2003 includes $58.4 million in the General Subaccount, $10.7 million in the Reserve Subaccount, $1.5 million in the Overcollateralization Subaccount and $8.8 million in the Capital Subaccount. The Trustee has established the following subaccounts for the Bonds:

General Subaccount is comprised of daily 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 consists of funds remaining after required allocations on the scheduled semi-annual payment dates. The Trustee may draw funds from this subaccount if the general subaccount is insufficient to make scheduled payments.

Overcollateralization Subaccount accumulates a 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 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. This subaccount will be released at Bond retirement. The Trustee can draw funds from this subaccount if the general subaccount, reserve subaccount and overcollateralization subaccount are insufficient to service bond payments. If the Capital Subaccount is used, it will be replenished from SC remittances.

Unamortized Bond Issuance Costs

The costs related to the issuance of the Bonds are amortized over the life of the Bonds utilizing the effective interest method.

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Revenue

On March 26, 2001, Detroit Edison, as Servicer, implemented a nonbypassable SC of $0.0032 per kilowatthour (kWh), which has been subsequently modified. Detroit Edison collects a surcharge from its customers for the benefit of the Company and the Securitization Bondholders. Due to the time lag between securitization charge (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.

Under a MPSC financing order, Detroit Edison will implement an annual adjustment to the SC to provide sufficient funds for timely payments related to the securitization bonds. The current SC rate is $.00336, effective March 1, 2003. The Company also accrues SC revenue for electric services provided by Detroit Edison but unbilled at the end of each month.

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. Amortization expense consists of amortization of the Securitization Property, overcollateralization fee, and over-recovery of SC.

In accordance with SFAS No. 71, amortization is adjusted for over/under recovery of SC resulting from differences between estimated and actual electricity delivery and is shown as a securitization reserve on the statement of financial position.

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.

NOTE 3 — LONG-TERM DEBT

In March 2001, the Company issued $1.75 billion of Bonds at an average annual 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.

The Company retired $88,266,000 of Bonds during 2003.

Details of the Bonds at December 31, 2003 are:

                     
        Principal Balance   Expected Final   Final Maturity
Class
  Bond Rate
  (in Thousands)
  Payment Date
  Date
A-2
  5.51%   $ 138,526     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
        1,584,948          
Less amount due within one year
    88,727          
 
     
 
         
Long-Term Debt
    $ 1,496,221          
 
       
 
         

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In the years 2004 — 2008, long-term debt maturities are $88,726,715, $96,348,877, $104,497,870, $110,793,727 and $120,071,713, respectively.

NOTE 4 — FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of financial instruments is determined by reference to various market data and other valuation techniques. The estimated fair value of long-term debt at December 31, 2003 and 2002 was $1,758,473,000 and $1,861,849,000 compared to the carrying amount of $1,584,948,000 and $1,673,214,000, respectively.

NOTE 5 — 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 of the Company. The Company pays an annual service fee of $875,000 and an annual administrative fee of $250,000 to Detroit Edison.

At December 31, 2003, the Statement of Financial Position includes a receivable from Detroit Edison of $22,023,445 for SC collections and also includes a payable to Detroit Edison of $375,000 for servicing fees and administrative expenses.

NOTE 6 — SUPPLEMENTARY QUARTERLY FINANCIAL INFORMATION (Unaudited)

                                         
    First   Second   Third   Fourth    
(in Thousands)
 
  Quarter
  Quarter
  Quarter
  Quarter
  Year
2003
                                       
Operating Revenue
  $ 44,680     $ 40,401     $ 46,965     $ 41,330     $ 173,376  
Operating Income
    25,744       25,374       25,205       24,894       101,217  
Net Income
                             
 
                                       
2002
                                       
Operating Revenue
  $ 49,751     $ 48,768     $ 58,576     $ 48,135     $ 205,230  
Operating Income
    26,625       26,374       26,195       25,953       105,147  
Net Income
                             

13


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Item 9. Change in and Disagreements with Accountants on Accounting and Financial Disclosure

     None.

Item 9A. 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 Exchange Act Rules 13a — 15(e) and 15d — 15(e)) as of December 31, 2003, which is the end of the period covered by this report, and have concluded that such controls and procedures are effectively designed to ensure that required information disclosed by the Company in reports that it files or submits under the Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

Part III

Item 10. Directors and Executive Officers of the Registrant

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Owner Matters

Item 13. Certain Relationships and Related Transactions

All omitted per general instruction I (2) (c) of Form 10-K for wholly owned subsidiaries (reduced disclosure format).

Item 14. Principal Accountant Fees and Services

Not required.

14


Table of Contents

Part IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) The following documents are filed as part of this Annual Report on Form 10-K.

  (1)   Financial statements. See “Item 8 — Financial Statements and Supplementary Data.”

  (2)   Schedules are omitted as not applicable or not required, or the required information is shown in the financial statements or notes thereto.

  (3)   Exhibits.

     
Exhibit No.
  Description
(i)
  Exhibits filed herewith
 
   
12-3
  Computation of Ratio of Earnings to Fixed Charges.
 
   
31-5
  Chief Executive Officer Section 302 Form 10-K Certification of Periodic Report.
 
   
31-6
  Chief Financial Officer Section 302 Form 10-K Certification of Periodic Report.
 
   
99-45
  Monthly Servicer Certificate dated November 13, 2003.
 
   
99-46
  Monthly Servicer Certificate dated December 12, 2003.
 
   
99-47
  Monthly Servicer Certificate dated January 14, 2004.
 
   
(ii)
  Exhibits incorporated herein by reference
 
   
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).
 
   
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).

15


Table of Contents

     
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, an Amendment and Restatement thereof, dated as of October 1, 1991, an Amendment and Restatement thereof dated as of March 9, 2001 and an Amendment dated as of January 17, 2003, and an Amendment dated as of May 28, 2003, among The Detroit Edison Company, as seller, Corporate Asset Funding Company, Inc., Citibank, N.A., and Citicorp North America, Inc. (Exhibit 99.40 to Form 10-Q for quarter ended June 30, 2003).
 
   
99-4
  Trade Receivables Purchase and Sale Agreement, dated as of February 28, 1989, and an Amendment and Restatement thereof, dated as of October 1, 1991, and as further amended by an Amendment dated as of February 28, 1994, an Amendment dated as of February 1, 1999, an Amendment dated as of January 27, 2000 and an Amendment dated as of January 25, 2001, and an Amendment dated as of March 9, 2001, and an Amendment dated as of May 28, 2003 among The Detroit Edison Company, as seller, Citibank, N.A., and Citicorp North America, Inc. (Exhibit 99.39 to Form 10-Q for quarter ended June 30, 2003).
 
   
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 August 10, 2001 (Exhibit 99.10 to Form 10-Q for quarter ended June 30, 2001).
 
   
99-7
  MPSC Order dated February 6, 2002 authorizing True-up Adjustment (Exhibit 99.16 to Form 10-K for year ended December 31, 2001).
 
   
(iii)
  Exhibits furnished herewith.
 
   
32-5
  Chief Executive Officer Section 906 Certification of Periodic Report
 
   
32-6
  Chief Financial Officer Section 906 Certification of Periodic Report.

(b) Reports on Form 8-K

     None.

16


Table of Contents

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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)
         
Date:    March 1, 2004   By:   /S/ DANIEL G. BRUDZYNSKI

Daniel G. Brudzynski
Chief Accounting Officer and Controller

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

             
By   /s/ DAVID E. MEADOR

David E. Meador, Manager
  By   /s/ N. A. KHOURI

N. A. Khouri, Manager
             
By   /s/ DANIEL G. BRUDZYNSKI

Daniel G. Brudzynski
Chief Accounting Officer and Controller
       
             
Date:   March 1, 2004        

17


Table of Contents

     
Exhibit No.
  Description
(i)
  Exhibits filed herewith
 
   
12-3
  Computation of Ratio of Earnings to Fixed Charges.
 
   
31-5
  Chief Executive Officer Section 302 Form 10-K Certification of Periodic Report.
 
   
31-6
  Chief Financial Officer Section 302 Form 10-K Certification of Periodic Report.
 
   
32-5
  Chief Executive Officer Section 906 Certification of Periodic Report
 
   
32-6
  Chief Financial Officer Section 906 Certification of Periodic Report.
 
   
99-45
  Monthly Servicer Certificate dated November 13, 2003.
 
   
99-46
  Monthly Servicer Certificate dated December 12, 2003.
 
   
99-47
  Monthly Servicer Certificate dated January 14, 2004.
EX-12.3 3 k81864exv12w3.htm COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES exv12w3
 

Exhibit 12-3

DETROIT EDISON SECURITIZATION FUNDING LLC
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Thousands of Dollars)

                         
    Twelve Months Ended
            December 31
   
    2003
  2002
  2001
Earnings:
                       
Pre-tax income
  $     $     $  
Fixed charges
    100,480       104,873       86,928  
 
   
 
     
 
     
 
 
Earnings
    100,480       104,873       86,928  
 
   
 
     
 
     
 
 
Fixed charges:
                       
Interest expense
    100,480       104,873       86,928  
 
   
 
     
 
     
 
 
Fixed charges
  $ 100,480     $ 104,873     $ 86,928  
 
   
 
     
 
     
 
 
Ratio of earnings to fixed charges
    1.00       1.00       1.00  
 
   
 
     
 
     
 
 

 

EX-31.5 4 k81864exv31w5.htm CHIEF EXECUTIVE OFFICER SECTION 302 CERTIFICATION exv31w5
 

Exhibit 31-5

FORM 10-K CERTIFICATION

I, David E. Meador, Manager and Chief Executive Officer of The Detroit Edison Securitization Funding LLC, certify that:

             
     
1.
    I have reviewed this annual report on Form 10-K of The Detroit Edison Securitization Funding LLC;
 
           
     
2.
    Based on my knowledge, this annual 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 annual report;
 
           
     
3.
    Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report;
 
           
     
4.
    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
 
        a.       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
 
           
          b.       (Intentionally omitted)
 
           
     
  c.       Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
           
          d.       Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
           
    5.     The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
           
          a.       All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
           
          b.       Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
         
/s/ DAVID E. MEADOR

David E. Meador
Manager and Chief Executive Officer of
The Detroit Edison Securitization Funding LLC
    Date: March 1, 2004

 

EX-31.6 5 k81864exv31w6.htm CHIEF FINANCIAL OFFICER SECTION 302 CERTIFICATION exv31w6
 

Exhibit 31-6

FORM 10-K CERTIFICATION

I, Daniel G. Brudzynski, Controller and Chief Financial Officer of The Detroit Edison Securitization Funding LLC, certify that:

             
     
1.
    I have reviewed this annual report on Form 10-K of The Detroit Edison Securitization Funding LLC;
 
           
     
2.
    Based on my knowledge, this annual 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 annual report;
 
           
     
3.
    Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report;
 
           
     
4.
    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
 
           
        a.      Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
 
           
        b.      (Intentionally omitted)
 
           
        c.      Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
           
        d.      Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
           
     
5.
    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
           
        a.      All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
           
        b.      Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
         
/s/ DANIEL G. BRUDZYNSKI

Daniel G. Brudzynski
Controller and Chief Financial Officer of
The Detroit Edison Securitization Funding LLC
    Date: March 1, 2004

 

EX-32.5 6 k81864exv32w5.htm CHIEF EXECUTIVE OFFICER SECTION 906 CERTIFICATION exv32w5
 

Exhibit 32-5

CERTIFICATION OF PERIODIC REPORT

I, David E. Meador, Manager and Chief Executive Officer of The Detroit Edison Securitization Funding LLC (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 Annual Report on Form 10-K of the Company for the annual period ended December 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: March 1, 2004   /s/ DAVID E. MEADOR

David E. Meador
Manager and Chief Executive Officer of
The Detroit Edison Securitization Funding LLC

 

EX-32.6 7 k81864exv32w6.htm CHIEF FINANCIAL OFFICER SECTION 906 CERTIFICATION exv32w6
 

Exhibit 32-6

CERTIFICATION OF PERIODIC REPORT

I, Daniel G. Brudzynski, Controller and Chief Financial Officer of The Detroit Edison Securitization Funding LLC (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 Annual Report on Form 10-K of the Company for the annual period ended December 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:   March 1, 2004   /s/ DANIEL G. BRUDZYNSKI

Daniel G. Brudzynski
Controller and Chief Financial Officer of
The Detroit Edison Securitization Funding LLC

 

EX-99.45 8 k81864exv99w45.txt MONTHLY SERVICER CERTIFICATE DATED NOV. 13, 2003 EXHIBIT 99-45 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: October 2003 1. BILLINGS: a) Monthly kWh Consumption: 3,484,673,219 ------------- b) Applicable SB Charge: $ 0.00336 --------- c) Total SB Charge Amount Invoiced this Month (Net of .5% uncollectible factor): $ 11,648,648.58 --------------- d) Cumulative SB Charge Amount Invoiced this Remittance Period: $144,801,877.06 --------------- 2. REMITTANCES: a) Weighted Average Days outstanding: 48 -- b) Total Amount Remitted this Month: $ 15,483,259.37 --------------- c) Cumulative Amount Remitted this Remittance Period: $145,396,399.54 --------------- 3. BALANCES ON SUBACCOUNTS (AT END OF MONTHLY PERIOD): a) Collection Account Balance: $ 30,050,959.99 --------------- b) Reserve Subaccount Balance: $ 10,748,145.78 --------------- c) Series Overcollateralization Subaccount Balance: $ 1,562,655.69 -------------- d) Series Capital Subaccount Balance: $ 8,752,447.94 --------------
Executed as of November 13, 2003. THE DETROIT EDISON COMPANY as Servicer By: /s/ Peter B. Oleksiak ------------------------------------ Name: Peter B. Oleksiak Title: Director and Assistant Controller
EX-99.46 9 k81864exv99w46.txt MONTHLY SERVICER CERTIFICATE DATED DEC. 12, 2003 EXHIBIT 99-46 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: November 2003 1. BILLINGS: a) Monthly kWh Consumption: 4,217,333,849 ------------- b) Applicable SB Charge: $ 0.00336 --------- c) Total SB Charge Amount Invoiced this Month (Net of .5% uncollectible factor): $ 14,096,662.75 --------------- d) Cumulative SB Charge Amount Invoiced this Remittance Period: $158,898,539.81 --------------- 2. REMITTANCES: a) Weighted Average Days outstanding: 48 -- b) Total Amount Remitted this Month: $ 15,578,607.32 --------------- c) Cumulative Amount Remitted this Remittance Period: $160,975,006.86 --------------- 3. BALANCES ON SUBACCOUNTS (AT END OF MONTHLY PERIOD): a) Collection Account Balance: $ 45,618,685.07 --------------- b) Reserve Subaccount Balance: $ 10,747,381.84 --------------- c) Series Overcollateralization Subaccount Balance: $ 1,562,562.97 -------------- d) Series Capital Subaccount Balance: $ 8,751,703.04 --------------
Executed as of December 12, 2003. THE DETROIT EDISON COMPANY as Servicer By: /s/ Peter B. Oleksiak ------------------------------------ Name: Peter B. Oleksiak Title: Director and Assistant Controller
EX-99.47 10 k81864exv99w47.txt MONTHLY SERVICER CERTIFICATE DATED JAN. 14, 2003 EXHIBIT 99-47 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: December 2003 ------------- 1. BILLINGS: a) Monthly kWh Consumption: 4,056,477,344 ------------- b) Applicable SB Charge: $ 0.00336 --------- c) Total SB Charge Amount Invoiced this Month (Net of .5% uncollectible factor): $ 13,561,264.20 --------------- d) Cumulative SB Charge Amount Invoiced this Remittance Period: $172,460,164.01 --------------- 2. REMITTANCES: a) Weighted Average Days outstanding: 48 -- b) Total Amount Remitted this Month: $ 12,765,230.06 --------------- c) Cumulative Amount Remitted this Remittance Period: $173,740,236.92 --------------- 3. BALANCES ON SUBACCOUNTS (AT END OF MONTHLY PERIOD): a) Collection Account Balance: $ 58,385,618.33 --------------- b) Reserve Subaccount Balance: $ 10,746,581.41 --------------- c) Series Overcollateralization Subaccount Balance: $ 1,562,483.90 -------------- d) Series Capital Subaccount Balance: $ 8,752,101.72 -------------- Executed as of January 14, 2004. ----------------- THE DETROIT EDISON COMPANY as Servicer By: /s/ Peter B. Oleksiak --------------------------------------- Name: Peter B. Oleksiak Title: Director and Assistant Controller
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