Back to GetFilings.com

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

OR

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 checkmark 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

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, which are initially deposited in the General Subaccount, and investment earnings not released to the Company are deposited into a Reserve Subaccount. All of the subaccounts 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. The amortization of intangible transition property and interest expense on the transition bonds offset ITC revenues, resulting in minimal impact on earnings.

   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 June 30, 2003 are:

   Class		Bond Rate		Amount				Expected Final Payment Date		Final Maturity Date
   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%			96,517			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
   				$	1,541,517
   Current Maturities					(259,594		)
   Unamort. Discount					(63		)
   Long-term Debt				$	1,281,860

   The carrying value of the long-term debt approximates fair market value as of June 30, 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 May 2003 were $194 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 scheduled payments on March 25 and June 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. 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 $4.9 million, $316,000 was deposited on March 25, 2003 and $314,000 was deposited on June 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.

   On June 17, 2003, the Company's standby letter of credit, which serves as a credit back-stop for remittances to the Trustee, expired because the credit facility pursuant to which the letter of credit was issued had expired. The Company was required to make estimated daily remittances to the Trustee until the new standby letter of credit was issued on June 27, 2003, when the credit facility was renewed. These advance remittances totaled approximately $25.5 million on June 30, 2003, and are reflected in the General Subaccount as noted below. These advance remittances were subsequently deducted from the normal monthly remittance for the June billing period, which was paid to the Trustee on July 15, 2003.

   At June 30, 2003, the following balances were reflected in the Subaccounts maintained by the Trustee:

   	Subaccounts			Balance
   			($ Thousands)
   	General		$	25,460
   	Reserve			9,980
   	Overcollateralization			4,920
   	Capital			12,139
   	Total		$	52,499

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 six months ended June 30, 2003, the Company expensed servicing fees of approximately $625,000 and other administrative fees of $50,000. The Company expensed similar amounts in the six months ended June 30, 2002.

   At June 30, 2003, the Balance Sheet includes a receivable from PPL Electric Utilities of approximately $34 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

Revenues generated from the ITP for the six months ended June 30, 2003 and 2002 were approximately $184 million and $175 million. The increase in ITC revenues was due to an increase in electricity delivery sales by PPL Electric Utilities.

During the six months ended June 30, 2003 and 2002, the Company also earned approximately $79,000 and $114,000 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 $125 million and $107 million for the six months ended June 30, 2003 and 2002. The increase in ITP amortization reflects higher ITC revenues, as noted above, and the decrease in interest expense.

During the six months ended June 30, 2003 and 2002, the Company incurred interest expense of approximately $58 million and $67 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 six months ended June 30, 2003 and 2002, the Company also incurred administrative and general expenses of approximately $932,000 and $842,000, including servicing fees of approximately $625,000 and other administrative fees of $50,000 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 $194 million of ITC collections for the billing periods of December 2002 to May 2003.

All scheduled quarterly Bond principal payments, interest payments and all related expenses were made on March 25 and June 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. On March 25 and June 25, 2003, scheduled principal payments of $38 million and $67 million were 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.

See Note 5 to the Condensed Financial Statements for information regarding daily remittances which were made for several days in June 2003.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

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.