e10vk

-----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, TE8eIZW/rBNA0EHWQb1uoOlUBkKq1p/gidgrfnGm9kZv0iIoAqx5JVAAwTHEglu9 lS1GZGyZ+/xJ9rKo3ydyPg== 0000950124-05-001543.txt : 20050315 0000950124-05-001543.hdr.sgml : 20050315 20050315172815 ACCESSION NUMBER: 0000950124-05-001543 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050315 DATE AS OF CHANGE: 20050315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DETROIT EDISON SECURITIZATION FUNDING LLC CENTRAL INDEX KEY: 0001128956 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-51066 FILM NUMBER: 05682707 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 k91836e10vk.htm ANNUAL REPORT FOR FISCAL YEAR ENDED DECEMBER 31, 2004 e10vk

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

FOR ANNUAL REPORT & TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE OF 1934

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

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

For the fiscal year ended December 31, 2004

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		38-0478650
(State or other jurisdiction of incorporation or		(I.R.S. Employer
organization)		Identification No.)

2000 2nd Avenue, Detroit, Michigan		48226-1279
(Address of principal executive offices)		(Zip Code)

313-235-4000
(Registrant’s telephone number, including area code)

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 registrants’ knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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

Yes o No þ

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

DOCUMENTS INCORPORATED BY REFERENCE

None

Table of Contents


			Page
Forward-Looking Statements				1

Part I
	Items 1. & 2. Business & Properties			1

	Item 3.	Legal Proceedings		1

	Item 4.	Submission of Matters to a Vote of Security Holders		1

Part II
	Item 5.	Market for Registrant’s Member’s Equity, Related Owner Matters and Issuer Purchases of Equity Securities		2

	Item 6.	Selected Financial Data		2

	Item 7.	Management’s Narrative Analysis of Results of Operations		2

	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		3

	Item 8.	Financial Statements and Supplementary Data		4

	Item 9.	Change in and Disagreements with Accountants on Accounting and Financial Disclosure		14

	Item 9A.	Controls and Procedures		14

	Item 9B.	Other Information		14

Part III
	Item 10.	Directors and Executive Officers of the Registrant		14

	Item 11.	Executive Compensation		14

	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Owner Matters		14

	Item 13.	Certain Relationships and Related Transactions		14

	Item 14.	Principal Accountant Fees and Services		14

Part IV
	Item 15.	Exhibits and Financial Statement Schedules		15

Signatures				18
Computation of Ratio of Earnings to Fixed Charges
302 Certification of Chief Executive Officer
302 Certification of Chief Financial Officer
Section 906 Certification of Chief Executive Officer
Section 906 Certification of Chief Financial Officer
Monthly Servicer Certificate for September 2004
Monthly Servicer Certificate for October 2004
Monthly Servicer Certificate for November 2004
Monthly Servicer Certificate for December 2004
Amendment Agreement Dated as of January 20, 2005
Amendment No. 4 to Agreement Dated January 20, 2005

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).

Part II

Item 5. Market for Registrant’s Member’s Equity, Related Owner Matters and Issuer Purchases of Equity Securities

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, 2004, the Company earned $184,184,000 in surcharge revenues and $699,000 in interest income compared to $173,376,000 in surcharge revenues and $773,000 in interest income for the year ended December 31, 2003. The increase in surcharge revenues is primarily due to an increase in surcharge rates. Amortization expense consists of amortization of the Securitization Property, overcollateralization fee, and the over or under recovery of securitization surcharge. The amortization expense for the years ended December 2004 and 2003 was $86,381,000 and $70,927,000, 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, partially offset by a decrease in interest expense. During 2004, the Company also incurred interest expense of $95,677,000, amortization of debt issuance costs of $1,577,000, and servicing and administrative fees of $1,125,000, compared to interest expense of $100,480,000, amortization of debt issuance costs of $1,510,000, and servicing and administrative fees of $1,125,000 in 2003.

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. 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, and servicing and administrative fees of $1,125,000 compared to interest expense of

$104,873,000, amortization of debt issuance costs of $1,398,000, and servicing and administrative fees of $1,125,000 in 2002.

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, 2004 would decrease $35 million and increase $36 million, respectively.

Item 8. Financial Statements and Supplementary Data


	Page
Report of Independent Registered Public Accounting Firm		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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2004 and 2003 and the related statements of operations, cash flows and member’s equity for each of the three years in the period ended December 31, 2004. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 Company at December 31, 2004 and 2003, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America.

/S/ DELOITTE & TOUCHE LLP

Detroit, Michigan
March 15, 2005

The Detroit Edison Securitization Funding llc

Statement of Operations




	Year Ended December 31
(in Thousands)	2004			2003			2002
Operating Revenues	$	184,184		$	173,376		$	205,230


Operating Expenses
Amortization expense		86,381			70,927			98,887
Servicing and administrative fees		1,125			1,125			1,125
Other		123			107			71

		87,629			72,159			100,083

Operating Income		96,555			101,217			105,147


Interest Expense and Other
Interest expense		95,677			100,480			104,873
Interest income		(699	)		(773	)		(1,124	)
Amortization of debt issuance costs		1,577			1,510			1,398

		96,555			101,217			105,147


Net Income	$	—		$	—		$	—

See Notes to Financial Statements

The Detroit Edison Securitization Funding llc

Statement of Financial Position



	December 31
(in Thousands)	2004		2003
ASSETS
Current Assets
Restricted cash	$	73,137	$	79,447
Accounts receivable		23,144		22,193
Accrued unbilled revenues		12,181		9,225

		108,462		110,865

Securitized Regulatory Assets
Securitization property, less accumulated amortization of $282,012 and $192,473, respectively		1,437,703		1,527,243
Other Assets
Unamortized bond issuance cost, less accumulated amortization of $4,966 and $3,390, respectively		25,319		26,895

	$	1,571,484	$	1,665,003

LIABILITIES AND MEMBER’S EQUITY
Current Liabilities
Accrued interest	$	31,261	$	32,894
Accounts payable to member		375		375
Current portion of securitization bonds payable		96,349		88,727
Securitization reserve		32,481		36,265

		160,466		158,261

Non-Current Liabilities and Deferred Credits
Securitization bonds payable		1,399,872		1,496,221
Other		2,396		1,771

		1,402,268		1,497,992

Member’s Equity		8,750		8,750

	$	1,571,484	$	1,665,003

See Notes to Financial Statements

The Detroit Edison Securitization Funding llc

Statement of Cash Flows



	Year Ended December 31
(in Thousands)	2004			2003			2002
Operating Activities
Net income	$	—		$	—		$	—
Adjustments to reconcile net income to net cash from operating activities:
Amortization		87,957			74,035			100,285
Changes in current assets and liabilities:
Accounts receivable and accrued unbilled revenues		(3,907	)		455			(2,420	)
Interest payable		(1,629	)		(1,569	)		(1,253	)
Accounts payable		(4	)		35			(24	)

Net cash from operating activities		82,417			72,956			96,588

Investing Activities
Restricted cash		6,310			15,310			(26,917	)
Capitalization of issuance cost		—			—			(22	)

Net cash from (used for) investing activities		6,310			15,310			(26,939	)

Financing Activities
Retirement of securitization bonds		(88,727	)		(88,266	)		(72,521	)

Net cash used for financing activities		(88,727	)		(88,266	)		(72,521	)

Net Increase (Decrease) in Cash and Cash Equivalents		—			—			(2,872	)
Cash and Cash Equivalents at Beginning of the Period		—			—			2,872

Cash and Cash Equivalents at End of the Period	$	—		$	—		$	—


Supplementary Cash Flow Information
Interest paid	$	97,307		$	102,049		$	106,126

See Notes to Financial Statements

The Detroit Edison Securitization Funding llc

Statement of Member’s Equity




	Year Ended December 31
(in Thousands)	2004		2003		2002
Balance beginning of period	$	8,750	$	8,750	$	8,750

Balance end of period	$	8,750	$	8,750	$	8,750

See Notes to Financial Statements

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.

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 maturity of three months or less to be cash equivalents.

Restricted Cash

Restricted cash at December 31, 2004 and 2003 includes $65.7 million and $58.4 million in the General Subaccount and $7.4 and $8.8 million in the Capital Subaccount, respectively. In addition, at December 31, 2003, restricted cash included $10.7 million in the Reserve Subaccount and $1.5 million in the Overcollateralization 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. If the Overcollateralization Subaccount is used, it will be replenished to the required level from SC remittances.

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.

Revenue

Detroit Edison, as Servicer, collects a surcharge from its customers for the benefit of the Company and the Securitization Bondholders. The surcharge is adjusted annually to provide sufficient funds for timely payments related to the securitization bonds. The surcharge rate will be modified to $0.00388 per kilowatthour (kWh) on March 1, 2005 compared to $0.00374 per kWh effective at March 1, 2004 and $0.00336 effective at 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 $88,727,000 of Bonds during 2004 and $88,266,000 of Bonds during 2003.

Details of the Bonds at December 31, 2004 are:


		Principal Balance		Expected Final	Final Maturity
Class	Bond Rate	(in Thousands)		Payment Date	Date
A-2	5.51%	$	49,799	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			1,496,221
Less amount due within one year			96,349

Long-Term Debt		$	1,399,872

In the years 2005 – 2009, long-term debt maturities are $96,348,877, $104,497,870, $110,793,727, $120,071,713 and $131,911,609, 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, 2004 and 2003 was $1,642,081,000 and $1,758,473,000 compared to the carrying amount of $1,496,221,000 and $1,584,948,000, 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, 2004 and December 31, 2003, the Statement of Financial Position includes a receivable from Detroit Edison of $23,000,311 and $22,023,445 for SC collections and also includes a payable to Detroit Edison of $375,000 and $375,000 for servicing and administrative fees, respectively.

NOTE 6 – SUPPLEMENTARY QUARTERLY FINANCIAL INFORMATION (Unaudited)




	First		Second		Third		Fourth
(in Thousands)	Quarter		Quarter		Quarter		Quarter		Year
2004
Operating Revenue	$	44,560	$	44,113	$	49,307	$	46,204	$	184,184
Operating Income		24,667		24,263		24,019		23,606		96,555
Net Income		—		—		—		—		—

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		—		—		—		—		—

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

Management of the Company carried out an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, of 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, 2004, which is the end of the period covered by this report. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that such controls and procedures are effectively designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting

There has been no change in the Company’s internal control over financial reporting during the fourth quarter of 2004 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information

None.

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.

Part IV

Item 15. Exhibits and Financial Statement Schedules

(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.

	12-4	Computation of Ratio of Earnings to Fixed Charges.

	31-7	Chief Executive Officer Section 302 Form 10-K Certification of Periodic Report

	31-8	Chief Financial Officer Section 302 Form 10-K Certification of Periodic Report

	99-58	Monthly Servicer Certificate dated October 13, 2004.

	99-59	Monthly Servicer Certificate dated November 12, 2004.

	99-60	Monthly Servicer Certificate dated December 13, 2004.

	99-61	Monthly Servicer Certificate dated January 12, 2005.

	99-62	Amendment, dated as of January 20, 2005, to the Trade Receivables Purchase and Sale Agreement, dated as of February 28, 1989, as Amended and Restated 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, an Amendment dated as of January 25, 2001, an Amendment dated as of May 28, 2003 and an Amendment dated February 25, 2004, as so amended and restated, among The Detroit Edison Company, Citibank, N.A. and Citicorp North America, Inc.

	99-63	Amendment No. 4, dated as of January 20, 2005, to the Trade Receivables Purchase and Sale Agreement, dated as of February 28, 1989, as Amended and Restated as of October 1, 1991, as Amended and Restated as of March 9, 2001, an Amendment dated as of January 17, 2003, an Amendment dated as of May 28, 2003 and an Amendment dated February 25, 2004, as so amended and restated, among The Detroit Edison Company, CAFCO, LLC (successor to Corporate Asset Funding Company, Inc.), Citibank, N.A. and Citicorp North America, Inc.

(ii)		Exhibits incorporated herein by reference.

	4(a)	Limited Liability Company Agreement of The Detroit Edison Securitization Funding LLC (Exhibit 4.1 to Registration Statement No. 333-51066).

	4(b)	Restated Articles of Organization of The Detroit Edison Securitization Funding LLC (Exhibit 4.2.1 to Registration Statement No. 333-51066).

	4(c)	Indenture dated as of March 9, 2001 between The Detroit Edison Securitization Funding LLC and The Bank of New York, as trustee, securing securitization bonds issuable in series (Exhibit 4.3 to Form 10-Q for quarter ended March 31, 2001).

	4(d)	Supplemental Indenture dated as of March 9, 2001, creating 2001-1 Series (Exhibit 4.3.1 to Form 10-Q for quarter ended March 31, 2001).

	10(a)	Securitization Property Sale Agreement dated as of March 9, 2001 between The Detroit


Exhibit No.		Description
		Edison Securitization Funding LLC, as issuer, and The Detroit Edison Company, as seller (Exhibit 10.1 to Form 10-Q for quarter ended March 31, 2001).

	10(b)	Securitization Property Servicing Agreement dated as of March 9, 2001 between The Detroit Edison Securitization Funding LLC, as issuer, and The Detroit Edison Company, as servicer (Exhibit 10.2 to Form 10-Q for quarter ended March 31, 2001).

	10(c)	Financing Opinion and Order of the MPSC issued November 2, 2000 (Exhibit 10.3 to Registration Statement No. 333-51066).

	10(d)	Opinion and Order of the MPSC issued January 4, 2001 (Exhibit 10.4 to Registration Statement No. 333-51066).

	99(a)	Internal Revenue Service Private Letter Ruling pertaining to Bonds (Exhibit 99.1 to Registration Statement No. 333-51066).

	99(b)	Administration Agreement dated as of March 9, 2001 between The Detroit Edison Securitization Funding LLC, as issuer, and The Detroit Edison Company, as administrator (Exhibit 99.2 to Registration Statement No. 333-51066).

	99(c)	Amended and Restated Trade Receivables Purchase and Sale Agreement, dated as of March 9, 2001 among The Detroit Edison Company, as seller, Corporate Asset Funding, Inc., Citibank, N.A., and Citicorp North America, Inc. (Exhibit 99.3 to Registration Statement No. 333-51066 ).

	99(d)	Amendment to Trade Receivables Purchase and Sale Agreement dated as of March 9, 2001 among The Detroit Edison Company, as seller, Citibank, N.A., and Citicorp North America, Inc. (Exhibit 99.4 to Registration Statement No. 333-51066 ).

	99(e)	Amendment No. 2 dated as of May 28, 2003 to the 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, 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(f)	Amendment dated as of May 28, 2003 to the 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 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(g)	Amendment dated as of February 25, 2004 to the 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 May 28, 2003, as so amended and restated, among The Detroit Edison Company, Citibank, N.A. and Citicorp North America, Inc. (Exhibit 99-15 to The Detroit Edison Company Form 10-Q for quarter ended March 31, 2004).

	99(h)	Amendment No. 3 dated as of February 25, 2004 to the 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, an Amendment dated as of January 17, 2003 and an Amendment dated as of May 28, 2003, as so amended and restated, among The Detroit Edison Company, CAFCO, LLC (successor to Corporate Asset Funding Company, Inc.), Citibank, N.A. and Citicorp North America, Inc. (Exhibit 99-16 to Form 10-Q for quarter ended March 31, 2004).

	99(i)	Intercreditor Agreement dated as of March 9, 2001 among Citicorp North America, Inc., Citibank, N.A., The Bank of New York, The Detroit Edison Securitization Funding LLC, as issuer, and The Detroit Edison Company (Exhibit 99.5 to Form 10-Q for quarter ended March 31, 2001).


Exhibit No.		Description
	99 (j) 99(k)	Securitization Bond Charges, filed with the MPSC on August 10, 2001 (Exhibit 99.10 to Form 10-Q for quarter ended June 30, 2001). 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.

	32-13	Chief Executive Officer Section 906 Certification of Periodic Report.

	32-14	Chief Financial Officer Section 906 Certification of Periodic Report.

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 15, 2005	By:	/s/ DANIEL G. BRUDZYNSKI
		Daniel G. Brudzynski
		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	By	/s/ N. A. KHOURI
	David E. Meador, Manager		N. A. Khouri, Manager
	and principal executive officer

By	/s/ DANIEL G. BRUDZYNSKI
	Daniel G. Brudzynski
	Controller and principal financial officer

Date: March 15, 2005

Exhibit Index


Exhibit No.		Description
(i)		Exhibits filed herewith.

	12-4	Computation of Ratio of Earnings to Fixed Charges.

	31-7	Chief Executive Officer Section 302 Form 10-K Certification of Periodic Report

	31-8	Chief Financial Officer Section 302 Form 10-K Certification of Periodic Report

	99-58	Monthly Servicer Certificate dated October 13, 2004.

	99-59	Monthly Servicer Certificate dated November 12, 2004.

	99-60	Monthly Servicer Certificate dated December 13, 2004.

	99-61	Monthly Servicer Certificate dated January 12, 2005.

	99-62	Amendment, dated as of January 20, 2005, to the Trade Receivables Purchase and Sale Agreement, dated as of February 28, 1989, as Amended and Restated 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, an Amendment dated as of January 25, 2001, an Amendment dated as of May 28, 2003 and an Amendment dated February 25, 2004, as so amended and restated, among The Detroit Edison Company, Citibank, N.A. and Citicorp North America, Inc.

	99-63	Amendment No. 4, dated as of January 20, 2005, to the Trade Receivables Purchase and Sale Agreement, dated as of February 28, 1989, as Amended and Restated as of October 1, 1991, as Amended and Restated as of March 9, 2001, an Amendment dated as of January 17, 2003, an Amendment dated as of May 28, 2003 and an Amendment dated February 25, 2004, as so amended and restated, among The Detroit Edison Company, CAFCO, LLC (successor to Corporate Asset Funding Company, Inc.), Citibank, N.A. and Citicorp North America, Inc.

(ii)		Exhibits incorporated herein by reference.

	4(a)	Limited Liability Company Agreement of The Detroit Edison Securitization Funding LLC (Exhibit 4.1 to Registration Statement No. 333-51066).

	4(b)	Restated Articles of Organization of The Detroit Edison Securitization Funding LLC (Exhibit 4.2.1 to Registration Statement No. 333-51066).

	4(c)	Indenture dated as of March 9, 2001 between The Detroit Edison Securitization Funding LLC and The Bank of New York, as trustee, securing securitization bonds issuable in series (Exhibit 4.3 to Form 10-Q for quarter ended March 31, 2001).

	4(d)	Supplemental Indenture dated as of March 9, 2001, creating 2001-1 Series (Exhibit 4.3.1 to Form 10-Q for quarter ended March 31, 2001).

	10(a)	Securitization Property Sale Agreement dated as of March 9, 2001 between The Detroit


Exhibit No.		Description
		Edison Securitization Funding LLC, as issuer, and The Detroit Edison Company, as seller (Exhibit 10.1 to Form 10-Q for quarter ended March 31, 2001).

	10(b)	Securitization Property Servicing Agreement dated as of March 9, 2001 between The Detroit Edison Securitization Funding LLC, as issuer, and The Detroit Edison Company, as servicer (Exhibit 10.2 to Form 10-Q for quarter ended March 31, 2001).

	10(c)	Financing Opinion and Order of the MPSC issued November 2, 2000 (Exhibit 10.3 to Registration Statement No. 333-51066).

	10(d)	Opinion and Order of the MPSC issued January 4, 2001 (Exhibit 10.4 to Registration Statement No. 333-51066).

	99(a)	Internal Revenue Service Private Letter Ruling pertaining to Bonds (Exhibit 99.1 to Registration Statement No. 333-51066).

	99(b)	Administration Agreement dated as of March 9, 2001 between The Detroit Edison Securitization Funding LLC, as issuer, and The Detroit Edison Company, as administrator (Exhibit 99.2 to Registration Statement No. 333-51066).

	99(c)	Amended and Restated Trade Receivables Purchase and Sale Agreement, dated as of March 9, 2001 among The Detroit Edison Company, as seller, Corporate Asset Funding, Inc., Citibank, N.A., and Citicorp North America, Inc. (Exhibit 99.3 to Registration Statement No. 333-51066 ).

	99(d)	Amendment to Trade Receivables Purchase and Sale Agreement dated as of March 9, 2001 among The Detroit Edison Company, as seller, Citibank, N.A., and Citicorp North America, Inc. (Exhibit 99.4 to Registration Statement No. 333-51066 ).

	99(e)	Amendment No. 2 dated as of May 28, 2003 to the 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, 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(f)	Amendment dated as of May 28, 2003 to the 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 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(g)	Amendment dated as of February 25, 2004 to the 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 May 28, 2003, as so amended and restated, among The Detroit Edison Company, Citibank, N.A. and Citicorp North America, Inc. (Exhibit 99-15 to The Detroit Edison Company Form 10-Q for quarter ended March 31, 2004).

	99(h)	Amendment No. 3 dated as of February 25, 2004 to the 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, an Amendment dated as of January 17, 2003 and an Amendment dated as of May 28, 2003, as so amended and restated, among The Detroit Edison Company, CAFCO, LLC (successor to Corporate Asset Funding Company, Inc.), Citibank, N.A. and Citicorp North America, Inc. (Exhibit 99-16 to Form 10-Q for quarter ended March 31, 2004).

	99(i)	Intercreditor Agreement dated as of March 9, 2001 among Citicorp North America, Inc., Citibank, N.A., The Bank of New York, The Detroit Edison Securitization Funding LLC, as issuer, and The Detroit Edison Company (Exhibit 99.5 to Form 10-Q for quarter ended March 31, 2001).


Exhibit No.		Description
	99 (j)	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(k)	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.

	32-13	Chief Executive Officer Section 906 Certification of Periodic Report.

	32-14	Chief Financial Officer Section 906 Certification of Periodic Report.

EX-12.4 2 k91836exv12w4.txt COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES . . . EXHIBIT 12-4 THE DETROIT EDISON SECURITIZATION FUNDING LLC COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

EX-31.7 3 k91836exv31w7.htm 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER exv31w7

Exhibit 31-7

FORM 10-K CERTIFICATION

I, David E. Meador, certify that:

1.   I have reviewed this annual report on Form 10-K of The Detroit Edison Securitization Funding LLC and other reports containing distribution information for the period covered by this annual report;

2.   To the best of my knowledge, this 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 report;

3.   To the best of my knowledge, the financial statements included in this report provide the financial information required to be provided to the trustee under the governing documents of The Detroit Edison Securitization Funding LLC; and

4.   The Detroit Edison Company, as Servicer under the securitization bonds, has complied with its servicing obligations and minimum servicing standards.


/s/ DAVID E. MEADOR		Date: March 15, 2005
David E. Meador
Manager
The Detroit Edison Securitization Funding LLC

EX-31.8 4 k91836exv31w8.htm 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER exv31w8

Exhibit 31-8

FORM 10-K CERTIFICATION

I, Daniel G. Brudzynski, certify that:

1.   I have reviewed this annual report on Form 10-K of The Detroit Edison Securitization Funding LLC and other reports containing distribution information for the period covered by this annual report;

2.   To the best of on my knowledge, this 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 report;

3.   To the best of my knowledge, the financial statements included in this report provide the financial information required to be provided to the trustee under the governing documents of The Detroit Edison Securitization Funding LLC; and

4.   The Detroit Edison Company, as Servicer under the securitization bonds, has complied with its servicing obligations and minimum servicing standards.


s/ DANIEL G. BRUDZYNSKI		Date: March 15, 2005
Daniel G. Brudzynski
Controller
The Detroit Edison Securitization Funding LLC

EX-32.13 5 k91836exv32w13.htm SECTION 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER exv32w13

Exhibit 32-13

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of The Detroit Edison Securitization Funding LLC (the “Company”) for the year ended December 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David E. Meador, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; 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 15, 2005		/s/ DAVID E. MEADOR
		David E. Meador
		Manager
		The Detroit Edison Securitization Funding LLC

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.14 6 k91836exv32w14.htm SECTION 906 CERTIFICATION OF CHIEF FINANCIAL OFFICER exv32w14

Exhibit 32-14

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of The Detroit Edison Securitization Funding LLC (the “Company”) for the year ended December 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel G. Brudzynski, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:


Dated: March 15, 2005		/s/ DANIEL G. BRUDZYNSKI
		Daniel G. Brudzynski
		Controller
		The Detroit Edison Securitization Funding LLC

EX-99.58 7 k91836exv99w58.txt MONTHLY SERVICER CERTIFICATE FOR SEPTEMBER 2004 EXHIBIT 99-58 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: September 2004 -------------- 1. BILLINGS: a) Monthly kWh Consumption: 4,621,535,086 ------------- b) Applicable SB Charge: $ 0.00374 --------- c) Total SB Charge Amount Invoiced this Month (Net of .5% uncollectible factor): $ 17,191,867.87 --------------- d) Cumulative SB Charge Amount Invoiced this Remittance Period: $ 139,279,796.53 ---------------- 2. REMITTANCES: a) Weighted Average Days outstanding: 51 -- b) Total Amount Remitted this Month: $ 16,516,779.77 --------------- c) Cumulative Amount Remitted this Remittance Period: $131,092,117.88 --------------- 3. BALANCES ON SUBACCOUNTS (AT END OF MONTHLY PERIOD): a) Collection Account Balance: $ 16,497,656.24 --------------- b) Reserve Subaccount Balance: $ 587.54 --------- c) Series Overcollateralization Subaccount Balance: $198.14 ------- d) Series Capital Subaccount Balance: $ 7,398,747.99 -------------- Executed as of October 13, 2004. THE DETROIT EDISON COMPANY as Servicer By: /s/ Peter B. Oleksiak ----------------------------------- Name: Peter B. Oleksiak Title: Director and Assistant Controller EX-99.59 8 k91836exv99w59.txt MONTHLY SERVICER CERTIFICATE FOR OCTOBER 2004 EXHIBIT 99-59 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 2004 ------------ 1. BILLINGS: a) Monthly kWh Consumption: 4,151,807,298 ------------- b) Applicable SB Charge: $ 0.00374 --------- c) Total SB Charge Amount Invoiced this Month (Net of .5% uncollectible factor): $ 15,443,395.86 --------------- d) Cumulative SB Charge Amount Invoiced this Remittance Period: $ 154,723,192.39 ---------------- 2. REMITTANCES: a) Weighted Average Days outstanding: 51 -- b) Total Amount Remitted this Month: $ 14,801,896.10 --------------- c) Cumulative Amount Remitted this Remittance Period: $145,894,013.98 --------------- 3. BALANCES ON SUBACCOUNTS (AT END OF MONTHLY PERIOD): e) Collection Account Balance: $ 31,294,867.51 --------------- f) Reserve Subaccount Balance: $ 587.47 --------- g) Series Overcollateralization Subaccount Balance: $198.12 ------- h) Series Capital Subaccount Balance: $ 7,398,628.56 -------------- Executed as of November 12, 2004. THE DETROIT EDISON COMPANY as Servicer By: /s/ Peter B. Oleksiak ----------------------------------- Name: Peter B. Oleksiak Title: Director and Assistant Controller EX-99.60 9 k91836exv99w60.txt MONTHLY SERVICER CERTIFICATE FOR NOVEMBER 2004 EXHIBIT 99-60 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 2004 ------------- 1. BILLINGS: a) Monthly kWh Consumption: 3,746,530,542 ------------- b) Applicable SB Charge: $ 0.00374 --------- c) Total SB Charge Amount Invoiced this Month (Net of .5% uncollectible factor): $ 13,937,001.75 --------------- d) Cumulative SB Charge Amount Invoiced this Remittance Period: $ 168,660,194.14 ---------------- 2. REMITTANCES: a) Weighted Average Days outstanding: 51 -- b) Total Amount Remitted this Month: $ 19,489,803.24 --------------- c) Cumulative Amount Remitted this Remittance Period: $165,383,817.22 --------------- 3. BALANCES ON SUBACCOUNTS (AT END OF MONTHLY PERIOD): i) Collection Account Balance: $ 50,805,531.13 --------------- j) Reserve Subaccount Balance: $ 587.47 --------- k) Series Overcollateralization Subaccount Balance: $198.10 ------- l) Series Capital Subaccount Balance: $ 7,409,974.69 -------------- Executed as of December 13, 2004. THE DETROIT EDISON COMPANY as Servicer By: /s/ Peter B. Oleksiak ----------------------------------- Name: Peter B. Oleksiak Title: Director and Assistant Controller EX-99.61 10 k91836exv99w61.txt MONTHLY SERVICER CERTIFICATE FOR DECEMBER 2004 EXHIBIT 99-61 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 2004 ------------- 1. BILLINGS: a) Monthly kWh Consumption: 3,377,380,790 ------------- b) Applicable SB Charge: $ 0.00374 --------- c) Total SB Charge Amount Invoiced this Month (Net of .5% uncollectible factor): $ 12,567,072.42 --------------- d) Cumulative SB Charge Amount Invoiced this Remittance Period: $ 181,227,266.56 ---------------- 2. REMITTANCES: a) Weighted Average Days outstanding: 51 -- b) Total Amount Remitted this Month: $ 14,866,583.08 --------------- c) Cumulative Amount Remitted this Remittance Period: $180,250,400.30 --------------- 3. BALANCES ON SUBACCOUNTS (AT END OF MONTHLY PERIOD): m) Collection Account Balance: $ 65,841,021.78 --------------- n) Reserve Subaccount Balance: $ 587.36 --------- o) Series Overcollateralization Subaccount Balance: $198.08 ------- p) Series Capital Subaccount Balance: $ 7,438,948.63 -------------- Executed as of January 12, 2005. THE DETROIT EDISON COMPANY as Servicer By: /s/ Peter B. Oleksiak ----------------------------------- Name: Peter B. Oleksiak Title: Director and Assistant Controller EX-99.62 11 k91836exv99w62.txt AMENDMENT AGREEMENT DATED AS OF JANUARY 20, 2005 EXHIBIT 99-62 AMENDMENT Dated as of January 20, 2005 This AMENDMENT among THE DETROIT EDISON COMPANY, a Michigan corporation (the "Seller"), CITIBANK, N.A. ("Citibank"), and CITICORP NORTH AMERICA, INC., as agent (the "Agent") for itself and Citibank. PRELIMINARY STATEMENTS: (1) The Seller, Citibank, and the Agent have entered into a 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, an Amendment dated as of May 28, 2003 and an Amendment dated as of February 25, 2004 (said Trade Receivables Purchase and Sale Agreement, as so amended and restated, being the "Agreement"; the terms defined therein being used herein as therein defined unless otherwise defined herein). (2) The Seller, Citibank and the Agent have agreed to amend the Agreement as hereinafter set forth. SECTION 1. Amendments to Agreement. (a) Effective as of the date hereof: 1.1 The definition of "Commitment Termination Date" in Section 1.01 of the Agreement is amended by replacing the date therein with the date "January 19, 2006." 1.2 Section 9.01 of the Agreement is amended by adding a new subsection (c) thereto which reads in its entirety as follows: "Notwithstanding any other provision of this Section 9.01, the Owner may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Capital and Yield) under this Agreement or under any asset purchase agreement to secure obligations of the Owner to a Federal Reserve Bank, without notice to or consent of the Seller or the Agent; provided that no such pledge or grant of a security interest shall release the Owner from any of its obligations hereunder or under any asset purchase agreement, as the case may be, or substitute any such pledgee or grantee for the Owner as a party hereto or to any asset purchase agreement, as the case may be." SECTION 2. Representations and Warranties of the Seller. The Seller represents and warrants as follows: (a) The Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Michigan. (b) The execution, delivery and performance by the Seller of this Amendment and the Agreement, as amended hereby, and the transactions contemplated hereby and thereby are within the Seller's corporate powers, have been duly authorized by all necessary corporate action, do not contravene (i) the Seller's charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Seller and, except to the extent contemplated by the Agreement, do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller of this Amendment or the Agreement, as amended hereby, except for the filing from time to time of continuation statements continuing the effectiveness of the UCC Financing Statements referred to in Article III of the Agreement, which continuation statements have been duly filed and are in full force and effect on the date hereof. (d) This Amendment and the Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their respective terms. SECTION 3. Reference to and Effect on the Agreement; Consent of the Agent. (a) On and after the date hereof, each reference in the Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Agreement, shall mean and be a reference to the Agreement as amended hereby. (b) Except as specifically amended above, the Agreement is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Seller, Citibank or the Agent under the Agreement, nor constitute a waiver of any provision of the Agreement. SECTION 4. Costs, Expenses and Taxes. The Seller agrees to pay on demand all costs and expenses in connection with the preparation, execution, delivery and administration of this Amendment and the other documents to be delivered in connection therewith, including, without limitation, the reasonable fees and reasonable out-of-pocket expenses of counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities hereunder and thereunder, and all costs and expenses, if any (including, without limitation, reasonable counsel fees and reasonable expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Amendment and the other documents to be delivered in connection therewith. In addition, the Seller shall pay any and all stamp and other taxes payable or determined to be payable in connection with the execution and delivery of this Amendment and the other documents to be delivered in connection therewith, and agrees to indemnify the Agent, the Owner, Citibank, CNAI and their respective Affiliates against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes. SECTION 5. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment. SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written. THE DETROIT EDISON COMPANY By: --------------------------------------- Title: CITICORP NORTH AMERICA, INC., Individually and as Agent By ---------------------------------------- CITIBANK, N.A. By ---------------------------------------- EX-99.63 12 k91836exv99w63.txt AMENDMENT NO. 4 TO AGREEMENT DATED JANUARY 20, 2005 EXHIBIT 99-63 AMENDMENT NO. 4 Dated as of January 20, 2005 This AMENDMENT among THE DETROIT EDISON COMPANY, a Michigan corporation (the "Seller"), CAFCO, LLC (as successor to Corporate Asset Funding Company, Inc.) (the "Investor"), CITIBANK, N.A. ("Citibank"), and CITICORP NORTH AMERICA, INC., individually and as agent (the "Agent") for itself, the Owner and Citibank. PRELIMINARY STATEMENTS: (a) The Seller, the Investor, Citibank and the Agent have entered into a 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, an Amendment dated as of January 17, 2003, an Amendment dated as of May 28, 2003 and an Amendment dated as of February 25, 2004 (said Trade Receivables Purchase and Sale Agreement, as so amended and restated, being the "Agreement"; the terms defined therein being used herein as therein defined unless otherwise defined herein). (b) The Seller, the Investor, Citibank and the Agent have agreed to amend the Agreement as hereinafter set forth. SECTION 1. Amendments to Agreement. Effective as of the date hereof, the definition of "Facility Termination Date" in Section 1.01 of the Agreement is amended by replacing the date therein with the date "January 19, 2006." SECTION 2. Representations and Warranties of the Seller. The Seller represents and warrants as follows: (a) The Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Michigan. (b) The execution, delivery and performance by the Seller of this Amendment and the Agreement, as amended hereby, and the transactions contemplated hereby and thereby are within the Seller's corporate powers, have been duly authorized by all necessary corporate action, do not contravene (i) the Seller's charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Seller and, except to the extent contemplated by the Agreement, do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller of this Amendment or the Agreement, as amended hereby, except for the filing from time to time of continuation statements continuing the effectiveness of the UCC Financing Statements referred to in Article III of the Agreement, which continuation statements have been duly filed and are in full force and effect on the date hereof. (d) This Amendment and the Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their respective terms. SECTION 3. Reference to and Effect on the Agreement; Consent of the Agent. (a) On and after the date hereof, each reference in the Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Agreement, shall mean and be a reference to the Agreement as amended hereby. (b) Except as specifically amended above, the Agreement is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Seller, the Investor, the Owner, Citibank or the Agent under the Agreement, nor constitute a waiver of any provision of the Agreement. SECTION 4. Costs, Expenses and Taxes. The Seller agrees to pay on demand all costs and expenses in connection with the preparation, execution, delivery and administration of this Amendment and the other documents to be delivered in connection therewith, including, without limitation, the reasonable fees and reasonable out-of-pocket expenses of counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities hereunder and thereunder, and all costs and expenses, if any (including, without limitation, reasonable counsel fees and reasonable expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Amendment and the other documents to be delivered in connection therewith. In addition, the Seller shall pay any and all stamp and other taxes payable or determined to be payable in connection with the execution and delivery of this Amendment and the other documents to be delivered in connection therewith, and agrees to indemnify the Agent, the Investor, the Owner, Citibank, CNAI and their respective Affiliates against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes. SECTION 5. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment. SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written. THE DETROIT EDISON COMPANY By: --------------------------------------------- CAFCO, LLC By Citicorp North America, Inc., as Attorney-in-Fact By: ---------------------------------------------- CITICORP NORTH AMERICA, INC., Individually and as Agent By ----------------------------------------------- CITIBANK, N.A. By ----------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----


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


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

	(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.

	1.	I have reviewed this annual report on Form 10-K of The Detroit Edison Securitization Funding LLC and other reports containing distribution information for the period covered by this annual report;

	2.	To the best of my knowledge, this 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 report;

	3.	To the best of my knowledge, the financial statements included in this report provide the financial information required to be provided to the trustee under the governing documents of The Detroit Edison Securitization Funding LLC; and

	4.	The Detroit Edison Company, as Servicer under the securitization bonds, has complied with its servicing obligations and minimum servicing standards.

	1.	I have reviewed this annual report on Form 10-K of The Detroit Edison Securitization Funding LLC and other reports containing distribution information for the period covered by this annual report;

	2.	To the best of on my knowledge, this 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 report;

	3.	To the best of my knowledge, the financial statements included in this report provide the financial information required to be provided to the trustee under the governing documents of The Detroit Edison Securitization Funding LLC; and

	4.	The Detroit Edison Company, as Servicer under the securitization bonds, has complied with its servicing obligations and minimum servicing standards.

(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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