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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q

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

For the Quarterly Period ended March 31, 2003

Commission file number 333-51066

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

THE DETROIT EDISON SECURITIZATION FUNDING LLC
(a Michigan limited liability company)

(Exact name of registrant as specified in its charter)

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

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

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

Yes x  No o

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

Yes x  No o



 


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THE DETROIT EDISON SECURITIZATION FUNDING LLC

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

TABLE OF CONTENTS

                 
            PAGE  
            NUMBER  
PART I — FINANCIAL INFORMATION
       
 
Item 1. Financial Statements
       
   
Statement of Operations
    3  
   
Statement of Financial Position
    4  
   
Statement of Cash Flows
    5  
   
Statement of Member’s Equity
    6  
   
Notes to Financial Statements
    7  
   
Independent Accountants’ Report
    8  
 
Item 2. Management’s Narrative Analysis of the Results of Operations
    1  
 
Item 4. Controls and Procedures
    2  
 
       
PART II — OTHER INFORMATION
       
 
Item 6. Exhibits and Reports on Form 8-K
    9  
 
       
SIGNATURE
    10  
 
       
CERTIFICATIONS
    11  

 


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Item 2. Management’s Narrative Analysis of the Results of Operations
Item 4. Controls and Procedures
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Statement of Operations
Statement of Financial Position
Statement of Cash Flows
Statement of Member’s Equity
Notes to Financial Statements
Independent Accountants’ Report
PART II — OTHER INFORMATION
Item 6. Exhiibts and Reports on Form 8-K
SIGNATURE
CERTIFICATION
Monthly Servicer Certificate dated March 14, 2003
Monthly Servicer Certificate dated April 11, 2003
Chief Executive Officer Certification
Chief Financial Officer Certification


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FORWARD-LOOKING STATEMENTS

Certain information presented herein includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve certain risks and uncertainties that may cause actual future results to differ materially from those contemplated, projected, estimated or budgeted in such forward-looking statements. 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 by Michigan statute to 15 years. In addition, collections are dependent on the level of The Detroit Edison Company (Detroit Edison) electric deliveries to customers.

MANAGEMENT’S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS

The Results of Operations discussion for the Company is presented in accordance with General Instruction H(2) (a) of Form 10-Q.

The Company is a special purpose entity established by Detroit Edison to recover certain stranded costs, called Securitization Property by Michigan statute. The stranded 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 (“Bonds”) and used the net proceeds to purchase Securitization Property from Detroit Edison. The Company receives 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 three-month period ended March 31, 2003, the Company earned $44,680,000 in surcharge revenues and $263,000 in interest income compared to $49,751,000 in surcharge revenues and $294,000 in interest income for the three-month period ended March 31, 2002. The decrease in surcharge revenues is due to changes in surcharge rates and weather driven lower electricity sales by Detroit Edison. Amortization expense consists of amortization of the Securitization Property, overcollateralization fee, and over-recovery of securitization surcharge (“SC”). The amortization expense for the three-month periods ended March 31, 2003 and 2002 was $18,631,000 and $22,825,000, 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 the 2003 three-month period, the Company also incurred interest expense of $25,615,000, amortization of issuance cost of $392,000, servicing fees of $219,000, and administrative fees of $62,000 compared to interest expense of $26,608,000, amortization of issuance cost of $311,000, servicing fees of $219,000, and administrative fees of $62,000 for the 2002 three-month period.

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 Bonds. This surcharge rate was modified to $0.00336 on March 1, 2003 compared to $0.00392 that became effective March 1, 2002.

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CONTROLS AND PROCEDURES

(a)   Evaluation of disclosure controls and procedures
 
    The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(d)) as of a date within 90 days before the filing of this quarterly report, and have concluded that, as of the evaluation date, such controls and procedures were effective at ensuring that required information will be disclosed on a timely basis in reports filed under the Exchange Act.
 
(b)   Changes in internal controls
 
    There have been no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date referenced in paragraph (a) above.

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THE DETROIT EDISON SECURITIZATION FUNDING LLC
STATEMENT OF OPERATIONS (UNAUDITED)

                   
      Three Months Ended  
      March 31  
     
 
      2003     2002  
     
   
 
(in Thousands)                
Operating Revenues
  $ 44,680     $ 49,751  
 
 
   
 
Operating Expenses
               
 
Amortization expense
    18,631       22,825  
 
Servicing fees
    219       219  
 
Administrative fees
    62       62  
 
Other
    24       20  
 
 
   
 
 
    18,936       23,126  
 
 
   
 
Operating Income
    25,744       26,625  
 
 
   
 
Interest Expense and Other
               
 
Interest expense
    25,615       26,608  
 
Interest income
    (263 )     (294 )
 
Amortization of debt issuance costs
    392       311  
 
 
   
 
 
    25,744       26,625  
 
 
   
 
Net Income
  $     $  
 
 
   
 

See Notes to Financial Statements (Unaudited)

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THE DETROIT EDISON SECURITIZATION FUNDING LLC
STATEMENT OF FINANCIAL POSITION

                   
      March 31          
      2003     December 31  
(in Thousands)   (Unaudited)     2002  
 
   
 
ASSETS
               
Current Assets
               
 
Cash and cash equivalents
  $     $  
 
Restricted cash
    42,355       94,757  
 
Accounts receivable
    23,001       23,564  
 
Accrued unbilled revenues
    6,256       8,309  
 
 
   
 
 
    71,612       126,630  
 
 
   
 
Securitized Regulatory Assets
               
 
Securitization property, less accumulated amortization of $129,020 and $106,743 respectively
    1,590,695       1,612,973  
 
Unamortized bond issuance cost, less accumulated amortization of $2,272 and $1,880, respectively
    28,013       28,405  
 
 
   
 
 
    1,618,708       1,641,378  
 
 
   
 
 
  $ 1,690,320     $ 1,768,008  
 
 
   
 
LIABILITIES AND MEMBER’S EQUITY
               
Current Liabilities
               
 
Accounts payable
  $ 20     $  
 
Accrued interest
    8,401       34,428  
 
Accounts payable to member
    94       375  
 
Current portion of securitization bonds payable
    86,726       88,266  
 
Regulatory liability
    46,292       50,095  
 
 
   
 
 
    141,533       173,164  
 
 
   
 
Non-Current Liabilities and Deferred Credits
               
 
Securitization bonds payable
    1,538,734       1,584,948  
 
Other
    1,303       1,146  
 
 
   
 
 
    1,540,037       1,586,094  
 
 
   
 
Member’s Equity
    8,750       8,750  
 
 
   
 
 
  $ 1,690,320     $ 1,768,008  
 
 
   
 

See Notes to Financial Statements (Unaudited)

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THE DETROIT EDISON SECURITIZATION FUNDING LLC
STATEMENT OF CASH FLOWS (UNAUDITED)

                       
          Three Months Ended  
          March 31  
         
 
(in Thousands)   2003     2002  
 
   
 
Operating Activities
               
 
Net income
  $     $  
 
Adjustments to reconcile net income to net cash from operating activities:
               
   
Amortization
    19,023       23,157  
 
Changes in current assets and liabilities:
               
     
Accounts receivable
    2,617       (4,595 )
     
Interest payable
    (26,027 )     (26,914 )
     
Accounts payable
    (261 )     (281 )
 
 
   
 
Net cash used for operating activities
    (4,648 )     (8,633 )
 
 
   
 
Investing Activities
               
 
Restricted cash
    52,402       44,051  
 
 
   
 
Net cash from investing activities
    52,402       44,051  
 
 
   
 
Financing Activities
               
 
Payment of bonds
    (47,754 )     (35,395 )
 
 
   
 
Net cash used for financing activities
    (47,754 )     (35,395 )
 
 
   
 
Net Increase in Cash and Cash Equivalents
          23  
Cash and Cash Equivalents at Beginning of the Period
          2,872  
 
 
   
 
Cash and Cash Equivalents at End of the Period
  $     $ 2,895  
 
 
   
 
Supplementary Cash Flow Information
       
 
Interest paid
  $ 51,642     $ 53,522  
 
 
   
 

See Notes to Financial Statements (Unaudited)

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THE DETROIT EDISON SECURITIZATION FUNDING LLC
STATEMENT OF MEMBER’S EQUITY (UNAUDITED)

                   
      Three Months Ended  
      March 31  
     
 
      2003     2002  
     
   
 
(in Thousands)                
Balance beginning of period
  $ 8,750     $ 8,750  
Add:
               
 
Member’s contribution
           
 
 
   
 
Balance end of period
  $ 8,750     $ 8,750  
 
 
   
 

See Notes to Financial Statements (Unaudited)

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

NOTE 1 — GENERAL

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

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 and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

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

NOTE 2 — LONG-TERM DEBT

The Company retired $47,754,000 of Bonds during the first quarter of 2003.

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INDEPENDENT ACCOUNTANTS’ REPORT

To the Managers of
The Detroit Edison Securitization Funding LLC

We have reviewed the accompanying condensed statement of financial position of The Detroit Edison Securitization Funding LLC as of March 31, 2003, and the related condensed statements of operations, cash flows and member’s equity for the three-month periods ended March 31, 2003 and 2002. These financial statements are the responsibility of The Detroit Edison Securitization Funding LLC’s management.

We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to such condensed financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the statement of financial position of The Detroit Edison Securitization Funding LLC as of December 31, 2002, and the related statements of operations, cash flows and member’s equity for the year then ended (not presented herein); and in our report dated February 11, 2003, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying condensed statement of financial position as of December 31, 2002 is fairly stated, in all material respects, in relation to the statement of financial position from which it has been derived.

/s/ DELOITTE & TOUCHE LLP

Detroit, Michigan
May 2, 2003

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EXHIBITS AND REPORTS ON FORM 8-K
(a)   Exhibits.

     
Exhibit    
Number   Description

 
99-32   Monthly Servicer Certificate dated March 14, 2003
99-33   Monthly Servicer Certificate dated April 11, 2003
99-34   Chief Executive Officer Certification of Periodic Report
99-35   Chief Financial Officer Certification of Periodic Report

(b)   Reports on Form 8-K.
 
    None

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SIGNATURE

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

           
        THE DETROIT EDISON
        SECURITIZATION FUNDING LLC
         
Date: May 14, 2003   By:   /s/ DANIEL G. BRUDZYNSKI
       
        Daniel G. Brudzynski
        Chief Accounting Officer and Controller

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FORM 10-Q CERTIFICATION

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

1.   I have reviewed this quarterly report on Form 10-Q of The Detroit Edison Securitization Funding LLC;
 
2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
 
4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

  (a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
 
  (b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
 
  (c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

  (a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
 
  (b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.   The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

     
/s/ DAVID E. MEADOR   Date: May 14, 2003

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

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FORM 10-Q CERTIFICATION

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

1.   I have reviewed this quarterly report on Form 10-Q of The Detroit Edison Securitization Funding LLC;
 
2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
 
4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

  (a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
 
  (b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
 
  (c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

  (a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
 
  (b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.   The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

     
/s/ DANIEL G. BRUDZYNSKI   Date: May 14, 2003

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

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The Detroit Edison Securitization Funding LLC
Quarterly Report on Form 10-Q for Quarter Ended March 31, 2003

File No. 333-51066

Exhibit Index

     
Exhibit    
Number   Description

 
99-32   Monthly Servicer Certificate dated March 14, 2003
99-33   Monthly Servicer Certificate dated April 11, 2003
99-34   Chief Executive Officer Certification of Periodic Report
99-35   Chief Financial Officer Certification of Periodic Report