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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Form 10-Q


 

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN
GENERAL INSTRUCTIONS H(1) (a) AND (b) OF FORM 10-Q AND
IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT

 

[X]

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

 

For the quarterly period ended  March 31, 2003 

 

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
(Delaware)
Two North Ninth Street, GENA92, Room 3
Allentown, PA 18101-1179
(610) 774-7934

 

23-3004428

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 12b-2 of the Act).

YES [  ]   NO [ X ]

This document is available free of charge at the Investor Center on PPL Corporation's website at www.pplweb.com.




PPL TRANSITION BOND COMPANY, LLC

 
 

FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2003

 
 

TABLE OF CONTENTS

       

PART I. FINANCIAL INFORMATION

Page

       
 

Item 1. Financial Statements

 
       
   

Condensed Statement of Operations and Changes in Member's Equity

1

       
   

Condensed Statement of Cash Flows

2

       
   

Condensed Balance Sheet

3

       
   

Notes to Condensed Financial Statements

4

       
 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

6

       
 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

8

     
 

Item 4. Controls and Procedures

8

       

PART II. OTHER INFORMATION

 
       
 

Item 1. Legal Proceedings

8

       
 

Item 6. Exhibits and Reports on Form 8-K

8

       

GLOSSARY OF TERMS AND ABBREVIATIONS

9

       

SIGNATURES

10

   

CERTIFICATION

11

   

QUARTERLY SERVICER'S CERTIFICATE

12

   

CERTIFICATE OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES - OXLEY ACT OF 2002

15




PPL TRANSITION BOND COMPANY, LLC

Part 1. FINANCIAL INFORMATION

Item 1. Financial Statements

 

CONDENSED STATEMENT OF OPERATIONS AND CHANGES IN MEMBER'S EQUITY

(Unaudited)

(Thousands of Dollars)

   
Three Months Ended
March 31,

 
   
2003

2002

 

Revenue

               
 

Intangible transition charge revenue

 

$

100,539

   

$

90,671

 
 

Interest income

 

41

     

57

 
   
   
 
     

Total revenue

   

100,580

     

90,728

 
   
   
 
                 

Expenses

               
 

Amortization of intangible transition property

   

70,321

     

56,374

 
 

Interest expense

   

29,728

     

33,875

 
 

Administrative and general expenses

   

122

     

84

 
 

Administrative and general expenses with affiliates

   

338

     

338

 
   
   
 
     

Total expenses

   

100,509

     

90,671

 
   
   
 
                 

Operating Income

   

71

     

57

 
                 

Income tax expense

   

30

     

24

 
   
   
 
                 

Net Income

   

41

     

33

 
   
   
 
                 

Member's equity - beginning of period

   

12,484

     

12,468

 
   
   
 

Distribution to Member

           

(200

)

   
   
 
                 

Member's equity - end of period

 

$

12,525

   

$

12,301

 
   
   
 

The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.




CONDENSED STATEMENT OF CASH FLOWS

PPL Transition Bond Company, LLC

(Unaudited)

(Thousands of Dollars)

   
Three Months Ended
March 31,

 
   
2003

2002
 

Cash Flows From Operating Activities

               
 

Net Income

 

$

41

   

$

33

 
                   
 

Adjustments to reconcile net income to net cash provided by operating
   activities:

               
 

Amortization of intangible transition property

   

70,321

     

56,374

 
 

Amortization of debt issuance expenses

   

522

     

616

 
 

Amortization of debt discount

   

9

     

9

 
 

Changes in current assets and liabilities:

               
   

Intangible transition charge receivable from Servicer

   

(2,829

)

   

6,306

 
   

Other

   

11

     

(327

)

 

Other operating activities - net

   

534

     

917

 
   
   
 
     

Net cash provided by operating activities

   

68,609

     

63,928

 
   
   
 
                 

Cash Flows From Investing Activities

               
 

Change in restricted funds

   

943

     

3,932

 
   
   
 
     

Net cash provided by investing activities

   

943

     

3,932

 
   
   
 
                 

Cash Flows From Financing Activities

               
 

Payment of principal on bonds

   

(69,558

)

   

(67,883

)

             
 

Distribution to Member

           

(200

)

   
   
 
     

Net cash used in financing activities

   

(69,558

)

   

(68,083

)

   
   
 
                 

Net Decrease in Cash and Cash Equivalents

   

(6

)

   

(223

)

Cash and Cash Equivalents at Beginning of Period

   

368

     

588

 
   
   
 

Cash and Cash Equivalents at End of Period

 

$

362

   

$

365

 
   
   
 
                 

The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.




CONDENSED BALANCE SHEET

PPL Transition Bond Company, LLC

(Unaudited)

(Thousands of Dollars)

   
March 31,
2003

December 31,
2002

 

ASSETS

               
                   
 

Current Assets

               
   

Cash and cash equivalents

 

$

362

   

$

368

 
   

Intangible transition charges receivable from Servicer

   

72,227

     

69,398

 
   
   
 
     

Current assets

   

72,589

     

69,766

 
   
   
 
                       
 

Noncurrent Assets

               
   

Intangible transition property, net

   

1,526,911

     

1,597,439

 
   

Unamortized debt issuance expenses

   

6,005

     

6,527

 
   

Restricted funds

   

25,721

     

26,664

 
   
   
 
     

Noncurrent assets

   

1,558,637

     

1,630,630

 
   
   
 
     

Total assets

 

$

1,631,226

   

$

1,700,396

 
   
   
 
                 

LIABILITIES AND MEMBER'S EQUITY

               
                   
 

Current Liabilities

               
   

Long-term debt

 

$

257,735

   

$

255,492

 
   

Interest accrued

   

1,561

     

1,626

 
   

Other

   

1,745

     

1,669

 
   
   
 
     

Current liabilities

   

261,041

     

258,787

 
   
   
 
                       
 

Noncurrent Liabilities

               
   

Long-term debt, net of discount

   

1,350,466

     

1,422,258

 
   

Other

   

7,194

     

6,867

 
   
   
 
     

Noncurrent liabilities

   

1,357,660

     

1,429,125

 
   
   
 
                       
 

Commitments and Contingent Liabilities

               
   
   
 
                   
 

Member's Equity

   

12,525

     

12,484

 
   
   
 
                       
     

Total liabilities and member's equity

 

$

1,631,226

   

$

1,700,396

 
   
   
 
                       

The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.




PPL Transition Bond Company, LLC

Notes to Condensed Financial Statements

Terms and abbreviations appearing in Notes to Condensed Financial Statements are explained in the glossary.

  1. Interim Financial Statements

    Certain information in footnote disclosures, normally included in financial statements prepared in accordance with accounting standards generally accepted in the U.S., has been condensed or omitted in this Form 10-Q pursuant to the rules and regulations of the SEC. These condensed financial statements should be read in conjunction with the financial statements and notes included in PPL Transition Bond Company, LLC's Annual Report to the SEC on Form 10-K for the year ended December 31, 2002.

  2. Nature of Operations

    The condensed financial statements include the accounts of PPL Transition Bond Company, LLC. 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 (or 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 4 for additional information.

  3. Summary of Significant Accounting Policies

    Management's Estimates

    The preparation of condensed 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 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 Condensed 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.

  4. 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 March 31, 2003 are:

    Class

     

    Bond Rate

       

    Amount

     

    Expected Final
    Payment Date

     

    Final 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%

       

    0

     

    March 25, 2003

     

    March 25, 2005

    A-4

     

    6.72%

       

    163,274

     

    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

           
           
           

    $

    1,608,274

           

    Current Maturities

     

    (257,735

    )

         

    Unamort. Discount

     

    (73

    )

         
           
           

    Long-term Debt

    $

    1,350,466

           
           
           

    The carrying value of the long-term debt approximates fair market value as of March 31, 2003. The current maturities stated above are based on the expected final payment dates rather than the final maturity date.

    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 2002 through February 2003 were $98 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 a scheduled payment on March 25, 2003. 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. On March 25, 2003, the Trustee withdrew $1.3 million to make the scheduled principal payment of $70 million. 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. To meet the required Overcollateralization Subaccount level of $4.6 million, $316,000 was deposited on March 25, 2003. 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 March 31, 2003, the following balances were reflected in the Subaccounts maintained by the Trustee:

     

    Subaccounts

     

    Balance

     
         

    ($ Thousands)

     
               
     

    General

           
     

    Reserve

     

    $

    8,987

     
     

    Overcollateralization

       

    4,593

     
     

    Capital

       

    12,141

     
     

     

     
     
     

    Total

     

    $

    25,721

     
     

     

     
     

  5. 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. For the three months ended March 31, 2003, the Company expensed servicing fees of approximately $313,000 and other administrative fees of $25,000. The Company expensed similar amounts in the three months ended March 31, 2002.

    At March 31, 2003, the Balance Sheet includes a receivable from PPL Electric Utilities of approximately $72 million for billed and unbilled ITC revenues.


PPL Transition Bond Company, LLC

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Information

Certain statements contained in this Form 10-Q 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 sole purpose of purchasing and owning ITP, issuing transition 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.

The following analysis of the financial condition and results of operations of the Company is in an abbreviated format pursuant to Instructions H(1)(a) and (b) of Form 10-Q. Such analysis should be read in conjunction with the Financial Statements and Notes to Condensed Financial Statements included in Item 1 above, and with the section entitled "Review of the Financial Condition and Results of Operations" in the Company's Annual Report to the SEC on Form 10-K for the year ended December 31, 2002.

Results of Operations

Revenues

Revenue generated from the ITP for the quarters ended March 31, 2003 and 2002 were approximately $101 million and $91 million. The increase in ITC revenues was due to an increase in electricity delivery sales by PPL Electric Utilities.

During the quarters ended March 31, 2003 and 2002, the Company also earned approximately $41,000 and $57,000 in interest from the Capital Subaccount maintained by the Trustee and from temporary investments. The decrease in interest income in 2003 reflects a lower rate of return on investments in the Capital Subaccount in 2003 compared with 2002.

Expenses

Amortization of the ITP (which is based on ITC revenues, interest accruals and other fees) was approximately $70 million and $56 million for the three months ended March 31, 2003 and 2002. The increase in ITP amortization reflects higher ITC revenues, as noted above, and the decrease in interest expense.

During the three months ended March 31, 2003 and 2002, the Company incurred interest expense of approximately $30 million and $34 million. Interest expense includes interest on the Bonds and amortization of debt issuance expenses and discounts on the Bonds. The decrease in interest expense was the result of the scheduled repayments on the Bonds.

For the three months ended March 31, 2003 and 2002, the Company also incurred administrative and general expenses of approximately $460,000 and $422,000, including servicing fees of approximately $313,000 and other administrative fees of $25,000 in each period.

ITC Remittances and Debt Servicing

The principal amount of the Bonds, interest, fees and funding of the Overcollateralization Subaccount are being recovered through the 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 $98 million of ITC collections for the billing periods of December 2002 to February 2003.

All scheduled quarterly Bond principal payments, interest payments and all related expenses were made on March 25, 2003. On March 25, 2003, a scheduled principal payment of $32 million was made on the Class A-3 Bonds and this series was retired. An additional $38 million principal payment was made on the Class A-4 bonds.

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 with the PUC on December 15, 2002. The request was approved and revised rates became effective on January 1, 2003.




Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

 
 

(a)

Evaluation of disclosure 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 May 2, 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.

     
 

(b)

Change in internal controls.

     
   

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 May 2, 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 II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

In March 2003, the Derry Township Municipal Authority (DTMA), a retail customer of PPL Electric Utilities, petitioned the PUC for a declaratory order providing that PPL Electric Utilities must permit the prepayment or buy-out of DTMA's ITC obligation. In April 2003, PPL Electric Utilities filed with the PUC a motion to dismiss the DTMA's petition on the grounds that there is no legal basis for such a prepayment or buy-out of ITC and that such a prepayment, if permitted, would constitute an illegal impairment of the PUC's qualified rate orders relating to the ITC. The Company intends to intervene in this proceeding to protect its interests and the interests of the holders of the Bonds. Neither the Company nor PPL Electric Utilities can predict the outcome of this proceeding.

 

Item 6. Exhibits and Reports on Form 8-K

     
 

(a)

Exhibits

     
       
     

99(a)

- Quarterly Servicer's Certificate

         
     

99(b)

- Certificate of PPL's principal executive officer/principal financial officer pursuant to Section 906 of the Sarbanes - Oxley Act of 2002

     
 

(b)

Reports on Form 8-K

     
   

None.




GLOSSARY OF TERMS AND ABBREVIATIONS

Capital Subaccount - An account held by the Trustee under the Indenture, which was 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 Corporation, a direct subsidiary of PPL Corporation.

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 from the Servicer are deposited. The Trustee allocates the funds from the General Subaccount to other subaccounts on the quarterly payment dates for the transition bonds.

Indenture - The Indenture entered into by PPL Transition Bond Company, LLC and the Trustee, providing for the issuance of the 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 the 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 the 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 - 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 under the Customer Choice Act; 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 for the transition bonds.

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 the 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.




SIGNATURES

 

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.

 
 
 

PPL Transition Bond Company, LLC

 

(Registrant)

 
 
 
 

Date: May 12, 2003

/s/ James S. Pennington                                        

 

James S. Pennington, Manager

 
 
 

/s/ Stephen C. May                                               

 

Stephen C. May, Treasurer




CERTIFICATION

I, JAMES E. ABEL, the principal executive officer and principal financial officer of PPL Transition Bond Company, LLC (the "registrant"), certify that:

   

1.

I have reviewed this quarterly report on Form 10-Q of the registrant for the quarter ended March 31, 2003;

   

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

   

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

   

4.

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 quarterly report is being prepared;

     
  b.

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

     
  c.

presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date;

   
5.

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; and

   

6.

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

   
 

Date: May 12, 2003

   
 

/s/ James E. Abel                                   

 

James E. Abel
Manager
PPL Transition Bond Company, LLC