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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 September 30, 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
incorporation or organization)
  (I.R.S. Employer
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 þ          No o

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

Yes o          No þ




TABLE OF CONTENTS

FINANCIAL INFORMATION
Item 1. Financial Statements
STATEMENT OF OPERATIONS (UNAUDITED)
STATEMENT OF FINANCIAL POSITION
STATEMENT OF CASH FLOWS (UNAUDITED)
STATEMENT OF MEMBER’S EQUITY (UNAUDITED)
Notes to Financial Statements
INDEPENDENT ACCOUNTANTS’ REPORT
PART II — OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
OTHER INFORMATION
SIGNATURE
Chief Executive Officer Section 906 Certification
Chief Financial Officer Section 906 Certification
Monthly Servicer Certificate dated August 13, 2003
Monthly Servicer Certificate dated Sept. 12, 2003
Monthly Servicer Certificate dated Oct. 13, 2003
Semi-Annual Servicer Certificate August 26, 2003


Table of Contents

THE DETROIT EDISON SECURITIZATION FUNDING LLC

QUARTERLY REPORT ON FORM 10-Q

QUARTER ENDED SEPTEMBER 30, 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     2  
PART II — OTHER INFORMATION
Item 6.
  Exhibits and Reports on Form 8-K     9  
Signature     10  

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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 September 30, 2003, the Company earned $46,965,000 in surcharge revenues and $179,000 in interest income compared to $58,576,000 in surcharge revenues and $298,000 in interest income for the three-month period ended September 30, 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 September 30, 2003 and 2002 was $21,456,000 and $32,085,000, 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 $25,017,000, amortization of debt issuance costs of $367,000, servicing fees of $218,000, and administrative fees of $62,000 compared to interest expense of $26,142,000, amortization of debt issuance costs of $351,000, servicing fees of $218,000, and administrative fees of $62,000 for the 2002 three-month period.

      For the nine-month period ended September 30, 2003, the Company earned $132,046,000 in surcharge revenues and $622,000 in interest income compared to $157,095,000 in surcharge revenues and $842,000 in interest income for the nine-month period ended September 30, 2002. The decrease in surcharge revenues is due to changes in surcharge rates and weather driven lower electricity sales by Detroit Edison. The amortization expense for the nine-month periods ended September 30, 2003 and 2002 was $54,815,000 and $76,997,000, 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 nine-month period, the Company also incurred interest expense of $75,835,000, amortization of debt issuance costs of $1,110,000, servicing fees of $656,000, and administrative fees of $187,000 compared to interest expense of $79,052,000, amortization of debt issuance costs of $984,000, servicing fees of $656,000, and administrative fees of $187,000 for the 2002 nine-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.

2


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THE DETROIT EDISON SECURITIZATION FUNDING LLC

 
STATEMENT OF OPERATIONS (UNAUDITED)
                                   
Three Months Nine Months
Ended Ended
September 30 September 30


2003 2002 2003 2002




(In thousands)
Operating Revenues
  $ 46,965     $ 58,576     $ 132,046     $ 157,095  
   
   
   
   
 
Operating Expenses
                               
 
Amortization expense
    21,456       32,085       54,815       76,997  
 
Servicing fees
    218       218       656       656  
 
Administrative fees
    62       62       187       187  
 
Other
    24       16       65       61  
   
   
   
   
 
      21,760       32,381       55,723       77,901  
   
   
   
   
 
Operating Income
    25,205       26,195       76,323       79,194  
   
   
   
   
 
Interest Expense and Other
                               
 
Interest expense
    25,017       26,142       75,835       79,052  
 
Interest income
    (179 )     (298 )     (622 )     (842 )
 
Amortization of debt issuance costs
    367       351       1,110       984  
   
   
   
   
 
      25,205       26,195       76,323       79,194  
   
   
   
   
 
Net Income
  $     $     $     $  
   
   
   
   
 

See Notes to Financial Statements (Unaudited)

3


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THE DETROIT EDISON SECURITIZATION FUNDING LLC

 
STATEMENT OF FINANCIAL POSITION
                   
(Unaudited)
September 30 December 31
2003 2002


(In thousands)
ASSETS
Current Assets
               
 
Cash and cash equivalents
  $     $  
 
Restricted cash
    35,631       94,757  
 
Accounts receivable
    26,561       23,564  
 
Accrued unbilled revenues
    7,202       8,309  
   
   
 
      69,394       126,630  
   
   
 
Securitized Regulatory Assets
               
 
Securitization property, less accumulated amortization of $169,765 and $106,743, respectively
    1,549,950       1,612,973  
 
Unamortized bond issuance cost, less accumulated amortization of $2,990 and $1,880, respectively
    27,295       28,405  
   
   
 
      1,577,245       1,641,378  
   
   
 
    $ 1,646,639     $ 1,768,008  
   
   
 
LIABILITIES AND MEMBER’S EQUITY
Current Liabilities
               
 
Accrued interest
  $ 8,215     $ 34,428  
 
Accounts payable to member
    95       375  
 
Current portion of securitization bonds payable
    88,727       88,266  
 
Regulatory liability
    43,017       50,095  
   
   
 
      140,054       173,164  
   
   
 
Non-Current Liabilities and Deferred Credits
               
 
Securitization bonds payable
    1,496,221       1,584,948  
 
Other
    1,614       1,146  
   
   
 
      1,497,835       1,586,094  
   
   
 
Member’s Equity
    8,750       8,750  
   
   
 
    $ 1,646,639     $ 1,768,008  
   
   
 

See Notes to Financial Statements (Unaudited)

4


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THE DETROIT EDISON SECURITIZATION FUNDING LLC

 
STATEMENT OF CASH FLOWS (UNAUDITED)
                     
Nine Months
Ended
September 30

2003 2002


(In thousands)
Operating Activities
               
 
Net income
  $     $  
 
Adjustments to reconcile net income to net cash from operating activities:
               
   
Amortization
    57,523       77,981  
 
Changes in current assets and liabilities:
               
   
Accounts receivable
    (1,890 )     (10,054 )
   
Interest payable
    (26,213 )     (27,074 )
   
Accounts payable
    (280 )     (297 )
   
   
 
Net cash from operating activities
    29,140       40,556  
   
   
 
Investing Activities
               
 
Restricted cash
    59,126       32,017  
 
Capitalization of issuance cost
          (22 )
   
   
 
Net cash from investing activities
    59,126       31,995  
   
   
 
Financing Activities
               
 
Payment of bonds
    (88,266 )     (72,521 )
   
   
 
Net cash used for financing activities
    (88,266 )     (72,521 )
   
   
 
Net Increase in Cash and Cash Equivalents
          30  
Cash and Cash Equivalents at Beginning of the Period
          2,872  
   
   
 
Cash and Cash Equivalents at End of the Period
  $     $ 2,902  
   
   
 
Supplementary Cash Flow Information
               
 
Interest paid
  $ 102,049     $ 106,126  
   
   
 

See Notes to Financial Statements (Unaudited)

5


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THE DETROIT EDISON SECURITIZATION FUNDING LLC

 
STATEMENT OF MEMBER’S EQUITY (UNAUDITED)
                   
Nine Months
Ended
September 30

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 securitization bonds (Bonds) during the first quarter of 2003 and $40,512,000 of Bonds during the third 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 September 30, 2003, the related condensed statements of operations for the three-month and nine-month periods ended September 30, 2003 and 2002 and the condensed statements of cash flows and member’s equity for the nine-month periods ended September 30, 2003 and 2002. These interim financial statements are the responsibility of The Detroit Edison Securitization Funding LLC’s management.

      We conducted our reviews 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 and 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 reviews, we are not aware of any material modifications that should be made to such condensed interim 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

November 7, 2003

8


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OTHER INFORMATION

Exhibits and Reports on Form 8-K

      (a) Exhibits

         
Exhibit
Number Description



Filed:
  99-41     Monthly Servicer Certificate dated August 13, 2003
  99-42     Monthly Servicer Certificate dated September 12, 2003
  99-43     Monthly Servicer Certificate dated October 13, 2003
  99-44     Semi-Annual Servicer Certificate dated August 26, 2003

Furnished:
  32-3     Chief Executive Officer Section 906 Certification of Periodic Report
  32-4     Chief Financial Officer Section 906 Certification of Periodic Report

      (b) Reports on Form 8-K

      During the quarterly period ended September 30, 2003, the Company did not file any Current Reports on Form 8-K.

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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

  /s/ DANIEL G. BRUDZYNSKI
_______________________________________
Daniel G. Brudzynski
  Chief Accounting Officer and Controller

Date: November 7, 2003

10


Table of Contents

EXHIBIT INDEX

         
Exhibit
Number Description


Filed:
  99-41     Monthly Servicer Certificate dated August 13, 2003
  99-42     Monthly Servicer Certificate dated September 12, 2003
  99-43     Monthly Servicer Certificate dated October 13, 2003
  99-44     Semi-Annual Servicer Certificate dated August 26, 2003
Furnished:
  32-3     Chief Executive Officer Section 906 Certification of Periodic Report
  32-4     Chief Financial Officer Section 906 Certification of Periodic Report