UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN
GENERAL INSTRUCTIONS (I) (1)(a) AND (b) OF FORM 10-K AND
IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.
| [X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 |
|
OR
|
|
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to ___________ |
| Commission File Number |
Registrant; State of Incorporation; Address; and Telephone No. |
IRS Employer Identification No. |
| 333-75369 | PPL Transition Bond Company,
LLC (Exact name of Registrant as specified in its charter) (Delaware) Two North Ninth Street, GENA92, Room 3 Allentown, PA 18101-1179 (610) 774-7934 |
23-3004428 |
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
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 [x] NO [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12-b-2 of the Act).
YES [ ] NO [x]
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant: None.
Documents incorporated by reference:
Not applicable.
PPL TRANSITION BOND COMPANY, LLC
FORM 10-K ANNUAL REPORT TO
THE SECURITIES AND EXCHANGE COMMISSION
FOR THE YEAR ENDED DECEMBER 31, 2002
TABLE OF CONTENTS
GLOSSARY OF TERMS AND ABBREVIATIONS
Capital Subaccount - An account held by the Trustee under the Indenture which is funded by a contribution to PPL Transition Bond Company, LLC by PPL Electric Utilities at the date of issuance of each series of transition bonds.
CEP Securities - CEP Securities Co. LLC, a Delaware limited liability company and formerly an indirect wholly-owned subsidiary of PPL Electric Utilities. Effective July 1, 2000 CEP Securities became an indirect wholly-owned subsidiary of PPL Energy Funding.
Competition Act - The Pennsylvania Electricity Generation Customer Choice and Competition Act, enacted in Pennsylvania in December 1996.
General Subaccount - An account held by the Trustee under the Indenture, into which ITC remittances by the Servicer are deposited. The Trustee allocates the funds from the General Subaccount to other subaccounts on the quarterly payment dates.
Indenture - The Indenture entered into by PPL Transition Bond Company, LLC and the Trustee, providing for the issuance of transition bonds.
ITC - Intangible Transition Charge, which PPL Electric Utilities has been authorized by the PUC to impose on customer bills and to collect through a non-bypassable billing mechanism to recover Qualified Transition Expenses.
ITP - Intangible Transition Property, which is the property right created under the Competition Act representing the irrevocable right of PPL Transition Bond Company, LLC to receive, through ITC, amounts sufficient to recover all Qualified Transition Expenses.
Overcollateralization Subaccount - An account held by the Trustee under the Indenture, which is funded ratably from collections of ITC over the term of each series of transition bonds.
PPL - PPL Corporation, the parent holding Company of PPL Electric Utilities, PPL Energy Funding and other subsidiaries.
PPL Electric Utilities - PPL Electric Utilities Corporation, the sole member of PPL Transition Bond Company, LLC.
PPL Energy Funding - PPL Energy Funding Corporation, which is a subsidiary of PPL and the parent company of PPL Energy Supply, LLC.
PUC - The Pennsylvania Public Utility Commission.
PUC Restructuring Order - The final order issued by the PUC to PPL Electric Utilities in August 1998, in connection with PPL Electric Utilities' restructuring filing under the Competition Act, as supplemented by a May 1999 PUC order.
Qualified Transition Expenses - The transition or stranded costs of an electric utility approved by the PUC for recovery through the issuance of transition bonds; the costs of retiring existing debt or equity capital of the electric utility or its holding company parent, including accrued interest and acquisition or redemption premium, costs of defeasance, and other related fees, costs and charges, through the issuance of transition bonds or the assignment, sale or other transfer of ITP; and the costs incurred to issue, service or refinance the transition bonds, including accrued interest and acquisition or redemption premium, and other related fees, costs and charges associated with the transition bonds, or to assign, sell or otherwise transfer ITP.
Reserve Subaccount - An account held by the Trustee under the Indenture, which consists of remaining funds available after required allocations on the quarterly payment dates.
SEC - Securities and Exchange Commission.
Servicer - PPL Electric Utilities acting in this capacity under the Servicing Agreement. In this capacity, PPL Electric Utilities calculates, bills and collects ITC, and maintains applicable accounting records, among other duties.
Servicing Agreement - The Intangible Property Servicing Agreement between PPL Electric Utilities, as Servicer, and PPL Transition Bond Company, LLC, as Issuer.
Trustee - The Bank of New York, a New York banking corporation, as Trustee under the Indenture.
PPL Transition Bond Company, LLC
PART I
General
PPL Transition Bond Company, LLC (formerly PP&L Transition Bond Company LLC) (the Company) is a Delaware limited liability company, whose sole member is PPL Electric Utilities. The Company was organized in March 1999, for the limited purposes of purchasing and owning ITP, issuing transition bonds (the Bonds), pledging its interest in ITP and other collateral to the Trustee under an Indenture between the Company and the Trustee to collateralize the Bonds, and performing activities that are necessary to accomplish these purposes. The Company's organizational documents require it to operate in a manner so that its assets would not be consolidated with the bankruptcy estate of PPL Electric Utilities in the event that PPL Electric Utilities becomes subject to a bankruptcy proceeding.
The only material business conducted by the Company has been the servicing of the ITP. During 2002, the Company earned revenue from the ITP in the amount of $361 million and approximately $221,000 in interest from the Capital Subaccount maintained by the Trustee and from temporary investments. During the year, the Company made principal payments of $246 million and interest payments of $127 million on the Bonds. Of the original issuance in August 1999 of $2.42 billion of Bonds, Series 1999-1, Class A-1 through Class A-8, at December 31, 2002, there remained approximately $1.7 billion of Bonds outstanding. In 2002, the Company also replenished the Capital Subaccount and the Overcollateralization Subaccount to their required levels and incurred administrative and general expenses of approximately $1.8 million, including servicing fees of $1.25 million and other administrative fees of $100,000. The specific interest rate and maturity of each class of bonds is specified in Note 3 to Financial Statements. Each series of Bonds have been registered in the name of Cede & Company, as nominee of the Depository Trust Company. All of the Bonds were sold to a syndicate of underwriters managed by Morgan Stanley.
The Company used the proceeds of the issuance of the Bonds in 1999 to pay expenses of issuance and to purchase the transferred ITP from CEP Securities. PPL Electric Utilities arranged for the formation of CEP Securities as a bankruptcy remote special purpose entity for the purpose of holding ITP before the issuance of the first series of the Bonds.
The Company has no employees. Under the Servicing Agreement, PPL Electric Utilities, as Servicer, is required to manage and administer the ITP of the Company and to collect the ITC on behalf of the Company. The Servicing Agreement also requires PPL Electric Utilities, as Servicer, to file adjustment requests on each calculation date, and the Competition Act and the PUC Restructuring Order require the PUC to act upon these requests within specified time periods. These adjustment requests are based on actual ITC collections and updated assumptions by the Servicer as to projected future usage of electricity by customers, expected delinquencies and write-offs, and future payments and expenses relating to the ITP and the Bonds. The Servicer filed such adjustment requests on December 15, 2001 and December 13, 2002, with the PUC. The requests were approved and revised rates became effective on January 1, 2002 for the December 15, 2001 filing, and January 1, 2003 for the December 13, 2002 filing.
Intangible Transition Property
The ITP represents the irrevocable right of PPL Electric Utilities, or its successor or assignee, to collect a non-bypassable ITC from customers pursuant to the PUC Restructuring Order in accordance with the Competition Act. The PUC Restructuring Order authorized PPL Electric Utilities to securitize up to $2.85 billion of its stranded costs. PPL Electric Utilities, or any assignee of PPL Electric Utilities to whom ITP is sold, may issue and sell, in reliance on the PUC Restructuring Order, one or more series of the Bonds, each series in one or more classes, secured by ITP. The Company acquired the ITP and issued the Bonds in August 1999. The principal amount of the Bonds, interest, servicing fees, and funding of reserves will be recovered through ITC payable by retail consumers of electricity within PPL Electric Utilities' service territory who receive electric delivery service from PPL Electric Utilities.
Available Information
PPL's Internet website is www.pplweb.com. On the Investor Center page of that website, PPL provides access to all SEC filings of PPL registrants free of charge, as soon as reasonably practicable after filing with the SEC. Additionally, PPL registrants' filings are available at the SEC's website (www.sec.gov) and at the SEC's Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549.
The Company has no physical property. Its primary asset is the ITP described above in Item 1 ("Business - Intangible Transition Property").
None.
Item 4. Submission of Matters to a Vote of Security Holders
Item 4 is omitted as PPL Transition Bond Company meets the conditions set forth in General Instructions (I) (1) (a) and (b) of Form 10-K.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Sales of Unregistered Securities. There is no established public trading market for the Company's equity securities. PPL Electric Utilities owns all of the Company's equity. On August 5, 1999, PPL Electric Utilities transferred $12.1 million to the Company as an initial capital contribution, which is also the total capital contribution as of December 31, 2002 and 2001. Such transaction was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2). The Company has made no other sales of unregistered securities.
Restriction on Dividends. The Company may not make any payments, distributions or dividends to any member of the Company with respect to its membership interest in the Company except in accordance with the Indenture.
Bondholders. As of December 31, 2002 the sole holder of the Bonds was Cede & Co., as nominee of the Depository Trust Company. The Bonds are not registered on any national securities exchange and are not traded on any established trading market.
Item 6. Selected Financial Data
Item 6 is omitted as PPL Transition Bond Company meets the conditions set forth in General Instruction (I) (1) (a) and (b) in Form 10-K.
Item 7. Review of the Financial Condition and Results of Operations
Forward-Looking Information
Certain statements contained in this Form 10-K concerning expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements which are other than statements of historical facts are "forward-looking statements" within the meaning of the federal securities laws. Although PPL Electric Utilities and the Company believe that the expectations and assumptions reflected in these statements are reasonable, there can be no assurance that these expectations will prove to have been correct. These forward-looking statements involve a number of risks and uncertainties, and actual results may differ materially from the results discussed in the forward-looking statements. Any such forward-looking statements should be considered in conjunction with other documents of PPL Electric Utilities and the Company on file with the SEC.
New factors that could cause actual results to differ materially from those described in forward-looking statements emerge from time to time, and it is not possible for PPL Electric Utilities or the Company to predict all of such factors, or the extent to which any such factor or combination of factors may cause actual results to differ from those contained in any forward-looking statement. Any forward-looking statement speaks only as of the date on which such statement is made, and neither PPL Electric Utilities nor the Company undertakes any obligation to update the information contained in such statement to reflect subsequent developments or information.
Background
The Company is a Delaware limited liability company organized in March 1999 for the limited purposes of purchasing and owning ITP, issuing the Bonds, pledging its interest in ITP and other collateral to the Trustee under an Indenture between the Company and the Trustee to collateralize the Bonds, and performing activities that are necessary to accomplish these purposes. The Company is wholly-owned by PPL Electric Utilities. The Company's organizational documents require it to operate in a manner so that its assets would not be consolidated with the bankruptcy estate of PPL Electric Utilities in the event PPL Electric Utilities becomes subject to a bankruptcy proceeding.
Results of Operations
Revenues
Revenue generated from the ITP for the years ended December 31, 2002, 2001 and 2000, were approximately $361 million, $390 million and $406 million, respectively. The decreases in ITC revenues were due to lower ITC rates from year to year.
During the years ended December 31, 2002, 2001 and 2000, the Company also earned approximately $221,000, $516,000 and $175,000 in interest from the Capital Subaccount maintained by the Trustee and from temporary investments. The decrease in interest income in 2002 compared with 2001 reflects a lower rate of return on investments in the Capital Subaccount. The increase in interest income in 2001 compared with 2000 reflects higher balances in the Capital Subaccount and higher temporary investments.
Expenses
During the years ended December 31, 2002, 2001 and 2000, the Company incurred interest expense of approximately $129 million, $145 million and $160 million. Interest expense includes interest on the Bonds and amortization of debt issuance expenses and discounts on the Bonds. The decrease in interest expense from year to year was the result of the scheduled repayments on the Bonds.
For the years ended December 31, 2002 and 2001, the Company also incurred administrative and general expenses of approximately $1.8 million and $1.7 million, including servicing fees of $1.25 million and other administrative fees of $100,000 in each year. Administrative and general expenses were approximately $1.8 million in 2000.
Amortization of the ITP (which is based on ITC revenues, interest accruals and other fees) was approximately $230 million, $243 million and $244 million in 2002, 2001 and 2000, respectively.
ITC Remittances and Debt Servicing
The principal amount of the Bonds, interest, fees, and funding of the Overcollateralization Subaccount are being recovered through ITC payable by retail consumers of electricity within PPL Electric Utilities' service territory who receive its electric delivery service. As part of PPL Electric Utilities' responsibility as Servicer under the Servicing Agreement, PPL Electric Utilities remitted to the Trustee approximately $365 million of ITC collections for the billing periods of December 2001 to November 2002.
All scheduled quarterly Bond principal payments, interest payments and all related expenses were made on March 25, June 25, September 25 and December 26, 2002, including the following scheduled principal payments on the Class A-3 bonds; $68 million, $64 million, $57 million and $57 million, respectively. The Overcollateralization Subaccount was funded on the scheduled payment dates as noted above by $313,000, $314,000, $318,000 and $309,000, to reach its required funding level.
The Servicing Agreement also requires PPL Electric Utilities, as Servicer, to file adjustment requests on each calculation date, and the Competition Act and the PUC Restructuring Order require the PUC to act upon these requests within specified time periods. These adjustment requests are based on actual ITC collections and updated assumptions by the Servicer as to projected future usage of electricity by customers, expected delinquencies and write-offs, and future payments and expenses relating to the ITP and the Bonds. The Servicer filed such an adjustment request on December 13, 2002 with the PUC. The request was approved and revised rates became effective on January 1, 2003.
In February 2002, the Company paid a dividend of $200,000 to PPL Electric Utilities from earnings on the Capital Subaccount.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
None.
Report of Independent Accountants
To PPL Electric Utilities Corporation, the Sole Member
of PPL Transition Bond Company, LLC:
In our opinion, the financial statements listed in the index appearing under Item 15(a)(1) on page 11 present fairly, in all material respects, the financial position of PPL Transition Bond Company, LLC (the "Company") at December 31, 2002 and 2001, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. 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 of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Philadelphia, PA
February 3, 2003
PPL Transition Bond Company, LLC
Terms and abbreviations appearing in Notes to Financial Statements are explained in the glossary.
Nature of Operations
The financial statements include the accounts of PPL Transition Bond Company, LLC (the Company). The Company is a limited liability company established under the laws of the State of Delaware, and was formed on March 25, 1999 pursuant to the filing of a certificate of formation with the Delaware Secretary of State and a limited liability company agreement. PPL Electric Utilities is the sole member of the Company.
The Company was organized for the sole purpose of purchasing and owning ITP, issuing transition bonds (the Bonds), pledging its interest in ITP and other collateral to the Trustee under an Indenture between the Company and the Trustee to collateralize the Bonds, and performing activities that are necessary to accomplish these purposes. ITP represents the irrevocable right of PPL Electric Utilities, or its successor or assignee, to collect a non-bypassable ITC from customers pursuant to the PUC Restructuring Order in accordance with the Competition Act. The PUC Restructuring Order authorized the ITC to be sufficient to recover up to $2.85 billion aggregate principal amount of Bonds, plus an amount sufficient to provide for any credit enhancement, to fund any reserves and to pay interest, redemption premiums, servicing fees and other expenses relating to the Bonds.
The Company's organizational documents require it to operate in a manner so that its assets would not be consolidated with the bankruptcy estate of PPL Electric Utilities in the event PPL Electric Utilities becomes subject to a bankruptcy proceeding. Both PPL Electric Utilities and the Company have treated the transfer of the ITP to the Company as a sale under applicable law. The Bonds are treated as debt obligations of the Company. The assets of the Company are not available to creditors of PPL Electric Utilities or PPL Corporation, and the ITP is legally not an asset of PPL Electric Utilities or PPL Corporation. The Company is expected to terminate its existence after final maturity of the Bonds.
The Company issued $2.42 billion of Bonds in eight different classes on August 10, 1999. See Note 3 for additional information.
Summary of Significant Accounting Policies
Management's Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions will affect the reported amount of revenues, expenses, assets and liabilities, and the disclosure of contingencies. Actual results could differ from these estimates.
Cash and Cash Equivalents
The Company considers all liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. "Cash and cash equivalents" do not include "Restricted funds."
Restricted Funds
Under the Indenture, the Company deposited an amount equal to 0.5% of the initial principal amount of the Series 1999-1 Bonds into the Capital Subaccount with the Trustee. This amount was contributed by PPL Electric Utilities to the Company. This account is the last account drawn in the event funds are insufficient to make scheduled allocations. If the Capital Subaccount is used, it will be replenished from ITC remittances to its original level through the periodic reconciliation process. The Indenture also provides for an Overcollateralization Subaccount. The funding level of this account is 0.5% of the initial principal amount of the Series 1999-1 Bonds, funded ratably over the life of the Bonds. Any excess amounts of ITC collections and investment earnings not released to the Company are deposited into a Reserve Subaccount. Accordingly, the Capital Subaccount, Overcollateralization Subaccount, and Reserve Subaccount are classified as "Restricted funds" on the Balance Sheet.
Amortization of Intangible Transition Property
The ITP was recorded at the acquired cost and is being amortized over the life of the Bonds, based on ITC revenues, interest accruals and other fees. The ITP is solely the property of the Company.
Amortization of Debt Issuance Costs and Discount on Debt
The costs associated with the issuance of the Bonds have been capitalized and are being amortized over the life of the Bonds, utilizing the effective interest method.
Income Taxes
The Company is a limited liability company and has elected to be disregarded as a separate entity for federal and state income tax purposes. The Company's taxable income or loss is included in the consolidated federal and state income tax returns of its member. The Statement of Operations and Changes in Member's Equity reflects the Company's pro rata allocation of its member's consolidated income taxes in accordance with its member's tax sharing policy.
Reclassification
Certain amounts in the 2001 and 2000 financial statements have been reclassified to conform to the current presentation.
Long-Term Debt and Source of Repayment
In August 1999, the Company issued $2.42 billion of Series 1999-1 Bonds. The Bonds consist of eight classes. The Company used the proceeds from the Bonds to purchase ITP from CEP Securities. PPL Electric Utilities arranged for the formation of CEP Securities to provide flexibility to issue multiple tranches of transition bonds at different dates. The Bonds are collateralized by the ITP and the amounts in the Subaccounts maintained by the Trustee under the Indenture (as described below).
Scheduled maturities and interest rates for the Bonds at December 31, 2002 are:
|
Bond
|
Expected Final
|
Final
|
|||||||
|
Class
|
Rate
|
Amount
|
Payment Date
|
Maturity Date
|
|||||
|
($ Thousands)
|
|||||||||
|
A-1
|
6.08%
|
$ |
0
|
March 25, 2001 | March 25, 2003 | ||||
|
A-2
|
6.41%
|
0
|
December 26, 2001 | December 26, 2003 | |||||
|
A-3
|
6.60%
|
31,832
|
March 25, 2003 | March 25, 2005 | |||||
|
A-4
|
6.72%
|
201,000
|
December 26, 2003 | December 26, 2005 | |||||
|
A-5
|
6.83%
|
313,000
|
March 25, 2005 | March 25, 2007 | |||||
|
A-6
|
6.96%
|
223,000
|
December 26, 2005 | December 26, 2007 | |||||
|
A-7
|
7.05%
|
455,000
|
June 25, 2007 | June 25, 2009 | |||||
|
A-8
|
7.15%
|
454,000
|
December 26, 2008 | June 25, 2009 | |||||
|
|
|||||||||
|
$
|
1,677,832
|
||||||||
| Current Maturities |
(255,492
|
) | |||||||
| Unamort. Discount |
(82
|
) | |||||||
|
|
|||||||||
| Long-term Debt |
$
|
1,422,258
|
|||||||
|
|
|||||||||
The carrying value of the long-term debt approximates fair market value as of December 31, 2002. The current maturities stated above are based on the expected final payment dates rather than the final maturity dates.
The source of repayment for the Bonds is the ITC. The Servicer collects this non-bypassable charge from PPL Electric Utilities' retail consumers of electricity. The Servicer deposits ITC monthly collections into a General Subaccount maintained by the Trustee under the Indenture. The monthly ITC collections from the billing periods of December 2001 through November 2002 were $365 million in aggregate. The monthly ITC collections from the billing periods of December 2000 through November 2001 were $402 million in aggregate. Each quarter, such monies are used to make principal and interest payments on the Bonds, and to pay fees, costs and charges specified in the Indenture. The Trustee made all scheduled payments in 2002 and 2001. The Indenture also includes a Reserve Subaccount that is maintained for the purpose of retaining any excess amount of ITC collections and investment earnings not released to the Company. For the years ended December 31, 2002 and 2001, the Company deposited approximately $2.9 million and $17.8 million to the Reserve Subaccount. The Indenture also provides for an Overcollateralization Subaccount. The funding level of this account is 0.5% of the initial principal amount of the Series 1999-1 Bonds, funded ratably over the life of the Bonds. For the years ended December 31, 2002 and 2001, the Company deposited approximately $1.3 million and $1.2 million to the Overcollateralization Subaccount. Additionally, an amount equal to 0.5% of the initial principal amount of the Bonds was deposited into the Capital Subaccount under the Indenture on the date of issuance. If amounts available in the General, Reserve, and Overcollateralization Subaccounts are not sufficient on any payment date to make scheduled payments, the Trustee will draw on amounts in the Capital Subaccount in excess of $100,000. Any remaining amounts collateralizing the Bonds will be released to the Company upon final payment on the Bonds.
At December 31, 2002, the following balances were reflected in the Subaccounts maintained by the Trustee:
|
Balance
|
||||
| Subaccounts |
($ Thousands)
|
|||
| General | ||||
| Reserve | $ |
10,258
|
||
| Overcollateralization |
4,264
|
|||
| Capital |
12,142
|
|||
|
|
||||
| Total | $ |
26,664
|
||
|
|
||||
In February 2002, the Company paid a dividend of $200,000 to PPL Electric Utilities from earnings on the Capital Subaccount.
Significant Agreements and Related Party Transactions
Under the Servicing Agreement, PPL Electric Utilities, as Servicer, is required to manage and administer the ITP of the Company and to collect the ITC on behalf of the Company. The Company pays an annual servicing fee of $1.25 million to PPL Electric Utilities, and other administrative fees of $100,000. At December 31, 2002 and 2001, the Balance Sheet included receivables from PPL Electric Utilities of approximately $69 million and $72 million for ITC collections.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Item 10 is omitted as PPL Transition Bond Company meets the conditions set forth in General Instructions (I) (1) (a) and (b) of Form 10-K.
Item 11. Executive Compensation
Item 11 is omitted as PPL Transition Bond Company meets the conditions set forth in General Instructions (I) (1) (a) and (b) of Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 12 is omitted as PPL Transition Bond Company meets the conditions set forth in General Instructions (I) (1) (a) and (b) of Form 10-K.
Item 13. Certain Relationships and Related Transactions
Item 13 is omitted as PPL Transition Bond Company meets the conditions set forth in General Instructions (I) (1) (a) and (b) of Form 10-K.
Item 14. Controls and Procedures
The registrant's principal executive officer and principal financial officer, based on his evaluation of the registrant's disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934) as of February 5, 2003, has concluded that the registrant's disclosure controls and procedures are adequate and effective to ensure that material information relating to the registrant is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms, particularly during the period in which this quarterly report has been prepared.
The registrant's principal executive officer and principal financial officer has concluded that there were no significant changes in the registrant's internal controls or in other factors that could significantly affect these controls subsequent to February 5, 2003, the date of his most recent evaluation of such controls, and that there were no significant deficiencies or material weaknesses in the registrant's internal controls.
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as part of this report:Report of Independent Accountants
Statement of Operations and Changes in Member's Equity for the years ended December 31, 2002, 2001 and 2000
Statement of Cash Flows for the years ended December 31, 2002, 2001 and 2000
Balance Sheet at December 31, 2002 and 2001
None.
See Exhibit Index which appears following the Certification page to this report.
None.
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.
PPL Transition Bond Company, LLC
(Registrant)
| By /s/ John R. Biggar | ||
|
|
||
| John R. Biggar, Manager | ||
| 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. | ||
|
TITLE
|
||
| By /s/ John R. Biggar |
Manager
|
|
|
|
||
| John R. Biggar | ||
| By /s/ James E. Abel |
Manager
|
|
|
|
||
| James E. Abel | ||
| By /s/ James S. Pennington |
Manager
|
|
|
|
||
| James S. Pennington | ||
| By /s/ Benjamin B. Abedine |
Manager
|
|
|
|
||
| Benjamin B. Abedine | ||
| By /s/ Dean A. Christiansen |
Manager
|
|
|
|
||
| Dean A. Christiansen | ||
| By /s/ Stephen C. May |
Treasurer
|
|
|
|
||
| Stephen C. May | ||
| Date: February 21, 2003 | ||
I, JAMES E. ABEL, the principal executive officer and principal financial officer of PPL Transition Bond Company, LLC (the "Registrant"), certify that:
I have reviewed this annual report on Form 10-K of the Registrant for the year ended December 31, 2002.
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report.
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this annual report.
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:
| a. | designed such disclosure controls and procedures to ensure that material information relating to the Registrant is made known to me by others within the Registrant, particularly during the period in which this annual 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 annual report (the "Evaluation Date"); and | ||
| c. | presented in this annual report my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date. | ||
I have disclosed, based on my most recent evaluation, to the Registrant's auditors and the audit committee of the 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. |
I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
| Date: February 21, 2003 | |
| /s/ James E. Abel James E. Abel Manager PPL Transition Bond Company, LLC |
The following Exhibits indicated by an asterisk preceding the Exhibit number are filed herewith. The balance of the Exhibits have heretofore been filed with the Commission and pursuant to Rule 12(b)-32 are incorporated herein by reference.