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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

 


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Forward-Looking Statements

Certain information presented herein includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve certain risks and uncertainties that may cause actual results to differ materially from those contemplated, projected, estimated or budgeted in such forward-looking statements. Securitization bondholders may suffer payment delays or losses if The Detroit Edison Securitization Funding LLC’s (Company’s) assets are not sufficient to pay interest or the scheduled principal of the securitization bonds. Funds for payments are dependent upon the securitization property and the right to collect the securitization surcharge over a period limited to 15 years pursuant to a Michigan statute. In addition, collections are dependent on the level of The Detroit Edison Company (Detroit Edison) electric deliveries to customers.

Part I

Items 1. & 2. Business & Properties

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

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

Securitization property is a property right authorized by Michigan state legislation and by a financing order of the Michigan Public Service Commission (MPSC). The securitization property is qualified costs that primarily represent Detroit Edison’s unamortized investment in the 1,150 Megawatt Fermi 2 nuclear power plant that was classified as a regulatory asset. The Michigan statute provided, among other things, the irrevocable right of Detroit Edison, or its successor or assignee, to impose, collect and receive a non-bypassable surcharge from customers pursuant to an order, issued on November 2, 2000, and clarified on January 4, 2001, by the MPSC in accordance with the June 2000 Customer Choice and Electricity Reliability Act (Act).

Item 3. Legal Proceedings

None.

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

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

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Part II

Item 5. Market for Registrant’s Member’s Equity, 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

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$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.

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Item 8. Financial Statements and Supplementary Data

         
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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

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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

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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

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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

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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

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The Detroit Edison Securitization Funding LLC

Notes To Financial Statements

NOTE 1 - NATURE OF OPERATIONS

The Detroit Edison Securitization Funding LLC (Company), a single member limited liability company established by The Detroit Edison Company (Detroit Edison) under the laws of the state of Michigan, was formed on November 20, 2000. The Company is a wholly owned subsidiary of Detroit Edison, an operating electric public utility that is a wholly owned subsidiary of DTE Energy Company (DTE Energy). The Company was organized for the sole purpose of purchasing and owning securitization property, issuing securitization bonds, and performing activities that are necessary to accomplish these purposes. The Company had no financial operations until February 15, 2001.

The Company is a special purpose entity established by Detroit Edison to recover certain qualified costs, called Securitization Property by Michigan statute. The qualified costs primarily represent Detroit Edison’s unamortized investment in the 1,150 Megawatt Fermi 2 nuclear power plant that was classified as a regulatory asset by Detroit Edison. Securitization Property is a property right authorized by Michigan state legislation and by a financing order of the Michigan Public Service Commission (MPSC). The Michigan statute provided, among other things, the irrevocable right of Detroit Edison, or its successor or assignee, to impose, collect and receive a non-bypassable securitization surcharge (SC) from customers pursuant to an order (Financing Order), issued on November 2, 2000, and clarified on January 4, 2001, by the MPSC in accordance with the June 2000 Customer Choice and Electricity Reliability Act (Act). The Financing Order also includes the right to obtain periodic adjustments of SC. The Financing Order authorizes the SC to be sufficient to recover up to $1.774 billion aggregate principal amount of securitization bonds (Bonds), plus an amount sufficient to fund any reserves and to pay interest, servicing fees and other administrative expenses relating to the Bonds.

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

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

Detroit Edison, as Servicer, collects the SC from its customers and deposits daily collections into various subaccounts held by The Bank of New York, as trustee (Trustee). The Trustee is required to use these funds to make principal and interest payments on the Bonds and to pay fees and expenses specified in the Indenture for the Bonds.

The Company has no employees. Under a Servicing Agreement, Detroit Edison is required to manage and administer the Securitization Property. Detroit Edison collects the SC on behalf of the Company. Detroit Edison receives an annual servicing fee of 0.05% of the initial principal amount of the Bonds. The Servicing Agreement also requires Detroit Edison to file requests with the MPSC for annual adjustments to the SC. These adjustments are based on actual SC collections and updated assumptions by Detroit Edison of estimated delivery of electricity, expected delinquencies and write-offs, and future expenses relating to the Securitization Property and the Bonds.

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NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Regulation

The Company’s business meets the criteria of Statement of Financial Accounting Standards (SFAS) No. 71, “Accounting for the Effects of Certain Types of Regulation.” This accounting standard recognizes the cost-based ratemaking process, which results in differences in the application of generally accepted accounting principles between regulated and non-regulated businesses. Continued applicability of SFAS No. 71 requires that rates be designed to recover specific costs of providing regulated services and be charged to and collected from customers. The Company believes that currently available facts support the continued application of SFAS No. 71 to its business.

Cash and Cash Equivalents

For purposes of the Statement of Cash Flows, the Company considers investments purchased with 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.

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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.

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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
                             
 
                                       
 

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

None.

Item 9A. Controls and Procedures

(a) Evaluation of disclosure controls and procedures

     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.

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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

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Table of Contents

         
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).

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Table of Contents

         
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.

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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

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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

 


Table of Contents

         
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).

 


Table of Contents

         
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.