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, 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 |
Registrant; State of Incorporation; |
IRS Employer |
333-75369 |
PPL Transition Bond Company,
LLC |
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, 2003
TABLE OF CONTENTS
Item |
Page |
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PART I |
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1. |
1 |
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2. |
1 |
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3. |
2 |
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4. |
2 |
|||
PART II |
||||
5. |
Market for the Registrant's Common Equity and Related Stockholder Matters |
2 |
||
6. |
2 |
|||
7. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
2 |
||
7A. |
3 |
|||
4 |
||||
8. |
Financial Statements and Supplementary Data |
|||
5 |
||||
6 |
||||
7 |
||||
8 |
||||
9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
10 |
||
9A. |
10 |
|||
PART III |
||||
10. |
10 |
|||
11. |
10 |
|||
12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
10 |
||
13. |
10 |
|||
14. |
10 |
|||
PART IV |
||||
15. |
Exhibits, Financial Statement Schedules, and Reports on Form 8-K |
11 |
||
12 |
||||
13 |
||||
15 |
||||
16 |
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17 |
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.
PPL Transition Bond Company, LLC
PART I
Item 1. Business
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 2003, the Company generated revenue from the ITP in the amount of $367 million and earned approximately $142,000 in interest from the Capital Subaccount maintained by the Trustee and from temporary investments. During the year, the Company made principal payments of $255 million and interest payments of $110 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, 2003, there remained approximately $1.4 billion of Bonds outstanding. In 2003, the Company maintained the balance in the Capital Subaccount and funded the Overcollateralization Subaccount to its required level and incurred administrative and general expenses of approximately $2.0 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 the Financial Statements. Each series of Bonds has 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 13, 2002 and December 10, 2003, with the PUC. The requests were approved and revised rates became effective on January 1, 2003 for the December 13, 2002 filing, and January 1, 2004 for the December 10, 2003 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, or by calling 1-800-SEC-0330.
The Company has no physical property. Its primary asset is the ITP described above in Item 1 ("Business - Intangible Transition Property").
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 an answer and 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 would violate the PUC's qualified rate orders relating to the ITC. In May 2003, the Company and The Bank of New York, as Trustee, each filed a petition to intervene in this proceeding. In August 2003, the PUC denied PPL Electric Utilities' motion to dismiss, granted the petitions to intervene and assigned this proceeding to an Administrative Law Judge. In August 2003, the Company and PPL Electric Utilities filed a motion for reconsideration of the PUC's order, and DTMA filed an answer to this motion. In September, the PUC granted the petition pending disposition on the merits, corrected a factual error in its August order and reconsidered its decision to assign this matter to the Office of Administrative Law Judge. In November 2003, the PUC granted PPL Electric Utilities' petition for reconsideration and/or clarification of its August 2003 order. The PUC also granted PPL Electric Utilities' motion to dismiss DTMA's request for a declaratory order. This matter is now concluded.
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
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. Management's Discussion and Analysis of 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 sole purpose 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
Revenues generated from the ITP for the years ended December 31, 2003, 2002 and 2001, were approximately $367 million, $361 million and $390 million, respectively. The increase in ITC revenues in 2003 compared with 2002 was due to an increase in electricity delivery sales by PPL Electric Utilities. The decrease in ITC revenues in 2002 compared with 2001 was due to lower ITC rates from year to year.
During the years ended December 31, 2003, 2002 and 2001, the Company earned approximately $142,000, $221,000 and $516,000 in interest from the Capital Subaccount maintained by the Trustee and from temporary investments. The decrease in interest income in 2003 compared with 2002 and in 2002 compared with 2001 reflects a lower rate of return on investments in the Capital Subaccount.
Expenses
Amortization of the ITP (which is based on ITC revenues, interest accruals and other fees) was approximately $253 million, $230 million and $243 million in 2003, 2002 and 2001, respectively. The increase in amortization expense in 2003 compared with 2002 reflects higher ITC revenues, as noted above, and the decrease in interest expense. The decrease in amortization expense in 2002 compared with 2001 was due to lower revenues from lower ITC rates.
During the years ended December 31, 2003, 2002 and 2001, the Company incurred interest expense of approximately $112 million, $129 million and $145 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, 2003, 2002 and 2001, the Company also incurred administrative and general expenses of approximately $2.0 million, $1.8 million and $1.7 million, including servicing fees of $1.25 million paid to PPL Electric Utilities and other administrative fees of $100,000 in each year.
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 $369 million of ITC collections for the billing periods of December 2002 to November 2003.
All scheduled quarterly Bond principal payments, interest payments and all related expenses were made on March 25, June 25, September 25 and December 26, 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, June 25, September 25 and December 26, 2003, scheduled principal payments of $38 million, $67 million, $59 million and $37 million were made on the Class A-4 bonds and this series was retired. On December 26, 2003, a scheduled principal payment of $23 million was made on the Class A-5 bonds. The Overcollateralization Subaccount was funded on the scheduled payment dates as noted above by $316,000, $314,000, $314,000 and $316,000 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 10, 2003 with the PUC. The request was approved and revised rates became effective on January 1, 2004.
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 Auditors
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, 2003 and 2002, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2003 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 2, 2004
PPL TRANSITION BOND COMPANY, LLC |
|||||||||||||
STATEMENT OF OPERATIONS AND CHANGES IN MEMBER'S EQUITY FOR THE |
|||||||||||||
YEARS ENDED DECEMBER 31, |
|||||||||||||
(Thousands of Dollars) |
|||||||||||||
2003 |
2002 |
2001 |
|||||||||||
|
|
|
|||||||||||
Revenue |
|||||||||||||
Intangible transition charge revenue |
$ |
367,069 |
$ |
361,171 |
$ |
389,820 |
|||||||
Interest income |
142 |
221 |
516 |
||||||||||
|
|
|
|||||||||||
Total revenue |
367,211 |
361,392 |
390,336 |
||||||||||
|
|
|
|||||||||||
Expenses |
|||||||||||||
Amortization of intangible transition property |
252,965 |
230,278 |
243,026 |
||||||||||
Interest expense |
112,347 |
128,965 |
145,155 |
||||||||||
Administrative and general expenses |
646 |
432 |
395 |
||||||||||
Administrative and general expenses
with |
1,350 |
1,350 |
1,350 |
||||||||||
|
|
|
|||||||||||
Total expenses |
367,308 |
361,025 |
389,926 |
||||||||||
|
|
|
|||||||||||
Operating Income (Loss) |
(97 |
) |
367 |
410 |
|||||||||
Income tax expense (benefit) |
(58 |
) |
151 |
272 |
|||||||||
|
|
|
|||||||||||
Net Income (Loss) |
$ |
(39 |
) |
$ |
216 |
$ |
138 |
||||||
|
|
|
|||||||||||
Member's equity - beginning of period |
$ |
12,484 |
$ |
12,468 |
$ |
12,330 |
|||||||
Net Income (Loss) |
(39 |
) |
216 |
138 |
|||||||||
Distribution to Member |
(200 |
) |
|||||||||||
|
|
|
|||||||||||
Member's equity - end of period |
$ |
12,445 |
$ |
12,484 |
$ |
12,468 |
|||||||
|
|
|
|||||||||||
The accompanying Notes to Financial Statements are an integral part of the financial statements. |
STATEMENT OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, |
|||||||||||||
(Thousands of Dollars) |
|||||||||||||
2003 |
2002 |
2001 |
|||||||||||
|
|
|
|||||||||||
Cash Flows From Operating Activities |
|||||||||||||
Net Income (loss) |
$ |
(39 |
) |
$ |
216 |
$ |
138 |
||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
|||||||||||||
Amortization of intangible transition property |
252,965 |
230,278 |
243,026 |
||||||||||
Amortization of debt issuance expenses |
1,946 |
2,317 |
2,734 |
||||||||||
Amortization of debt discount |
36 |
37 |
48 |
||||||||||
Changes in current assets and liabilities: |
|||||||||||||
Intangible transition charges receivable from Servicer |
958 |
2,445 |
10,385 |
||||||||||
Other |
(42 |
) |
(1,168 |
) |
(1,006 |
) |
|||||||
Other operating activities - net |
|||||||||||||
Other assets |
755 |
2,135 |
3,118 |
||||||||||
Other liabilities |
1,308 |
1,308 |
1,105 |
||||||||||
|
|
|
|
|
|
|
|
||||||
Net cash provided by operating activities |
257,887 |
237,568 |
259,548 |
||||||||||
|
|
|
|
|
|
|
|
||||||
Cash Flows From Investing Activities |
|||||||||||||
Change in restricted funds |
(2,412 |
) |
7,888 |
(19,445 |
) |
||||||||
|
|
|
|
|
|
|
|
||||||
Net cash provided by (used in) investing activities |
(2,412 |
) |
7,888 |
(19,445 |
) |
||||||||
|
|
|
|
|
|
|
|
||||||
Cash Flows From Financing Activities |
|||||||||||||
Payment of principal on bonds |
(255,492 |
) |
(245,476 |
) |
(240,308 |
) |
|||||||
Distribution to Member |
(200 |
) |
|||||||||||
|
|
|
|
|
|
|
|
||||||
Net cash used in financing activities |
(255,492 |
) |
(245,676 |
) |
(240,308 |
) |
|||||||
|
|
|
|
|
|
|
|
||||||
Net Decrease in Cash and Cash Equivalents |
(17 |
) |
(220 |
) |
(205 |
) |
|||||||
Cash and Cash Equivalents at Beginning of Period |
368 |
588 |
793 |
||||||||||
|
|
|
|
|
|
|
|
||||||
Cash and Cash Equivalents at End of Period |
$ |
351 |
$ |
368 |
$ |
588 |
|||||||
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosure of Cash Flow Information |
|||||||||||||
Cash paid during the period for: |
|||||||||||||
Interest |
$ |
110,324 |
$ |
126,834 |
$ |
142,584 |
|||||||
Income taxes |
$ |
16 |
$ |
53 |
$ |
184 |
|||||||
The accompanying Notes to Financial Statements are an integral part of the financial statements. |
BALANCE SHEET AT DECEMBER 31, |
||||||||||
(Thousands of Dollars) |
||||||||||
2003 |
2002 |
|||||||||
|
|
|
|
|
|
|||||
ASSETS |
||||||||||
Current Assets |
||||||||||
Cash and cash equivalents |
$ |
351 |
$ |
368 |
||||||
Intangible transition charges receivable from Servicer |
68,440 |
69,398 |
||||||||
Other |
14 |
|||||||||
|
|
|
|
|
|
|||||
Current assets |
68,805 |
69,766 |
||||||||
|
|
|
|
|
|
|||||
Noncurrent Assets |
||||||||||
Intangible transition property, net |
1,343,719 |
1,597,439 |
||||||||
Unamortized debt issuance expenses |
4,581 |
6,527 |
||||||||
Restricted funds |
29,076 |
26,664 |
||||||||
|
|
|
|
|
|
|||||
Noncurrent assets |
1,377,376 |
1,630,630 |
||||||||
|
|
|
|
|
|
|||||
Total assets |
$ |
1,446,181 |
$ |
1,700,396 |
||||||
|
|
|
|
|
|
|||||
LIABILITIES AND MEMBER'S EQUITY |
||||||||||
Current Liabilities |
||||||||||
Long-term debt |
$ |
263,903 |
$ |
255,492 |
||||||
Interest accrued |
1,665 |
1,626 |
||||||||
Other |
1,602 |
1,669 |
||||||||
|
|
|
|
|
|
|||||
Current liabilities |
267,170 |
258,787 |
||||||||
|
|
|
|
|
|
|||||
Noncurrent Liabilities |
||||||||||
Long-term debt, net of discount |
1,158,391 |
1,422,258 |
||||||||
Other |
8,175 |
6,867 |
||||||||
|
|
|
|
|
|
|||||
Noncurrent liabilities |
1,166,566 |
1,429,125 |
||||||||
|
|
|
|
|
|
|||||
Commitments and Contingent Liabilities |
||||||||||
|
|
|
|
|
|
|||||
Member's Equity |
12,445 |
12,484 |
||||||||
|
|
|
|
|
|
|||||
Total liabilities and member's equity |
$ |
1,446,181 |
$ |
1,700,396 |
||||||
|
|
|||||||||
The accompanying Notes to Financial Statements are an integral part of the financial statements. |
PPL Transition Bond Company, LLC
Notes to Financial Statements
Terms and abbreviations appearing in Notes to Financial Statements are explained in the glossary.
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.
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, 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 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. The Company's effective tax rate of 59.8% in 2003 differs from the statutory tax rate of 41.5% due to 2002 tax return adjustments and the impact of permanent differences.
Reclassification
Certain amounts in the 2002 and 2001 financial statements have been reclassified to conform to the current presentation.
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, 2003 are:
Bond |
Amount |
Expected Final |
Final |
||||
Class |
Rate |
Outstanding |
Payment Date |
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% |
0 |
December 26, 2003 |
December 26, 2005 |
|||
A-5 |
6.83% |
290,340 |
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 |
|||
|
|
|
|
|
|
|
|
$ |
1,422,340 |
||||||
Current Maturities |
(263,903 |
) |
|||||
Unamort.Discount |
(46 |
) |
|||||
|
|
|
|
|
|
||
Long-term Debt |
$ |
1,158,391 |
|||||
|
|
|
|
|
|
The fair market value of the transition bonds was approximately $1,572,161 thousand at December 31, 2003 and $1,866,390 thousand at December 31, 2002. The estimated fair value of the bonds is based on a yield curve for similarly rated securities, with the cash flows discounted back to present value. 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 retail consumers of electricity within PPL Electric's service area. 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 November 2003 were $369 million in aggregate. The monthly ITC collections from the billing periods of December 2001 through November 2002 were $365 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 2003 and 2002. 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, 2003 and 2002, the Company deposited approximately $1.0 million and $2.9 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 each of the years ended December 31, 2003 and 2002, the Company deposited approximately $1.3 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 $100,000. Any remaining amounts collateralizing the Bonds will be released to the Company upon final payment on the Bonds.
At December 31, 2003, the following balances were reflected in the Subaccounts maintained by the Trustee:
Balance |
|||
Subaccounts |
($ Thousands) |
||
General |
|||
Reserve |
$ |
11,376 |
|
Overcollateralization |
5,572 |
||
Capital |
12,128 |
||
|
|||
Total |
$ |
29,076 |
|
|
In February 2002, the Company paid a dividend of $200,000 to PPL Electric Utilities from earnings on the Capital Subaccount.
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, 2003 and 2002, the Balance Sheet included receivables from PPL Electric Utilities of approximately $68 million and $69 million for billed and unbilled ITC revenues.
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 |
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John R. Biggar, Manager |
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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. |
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TITLE |
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By /s/ John R. Biggar |
Manager |
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John R. Biggar |
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|
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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: March 25, 2004 |
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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. |
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3.1 |
- |
Certificate of Formation of PPL Transition Bond Company LLC (Exhibit 4.2 to Registration Statement No. 333-75369) |
3.2 |
- |
Certificate of Amendment of PPL Transition Bond Company LLC |
3.3 |
- |
Amended and Restated Limited Liability Company Agreement of PP&L Transition Bond Company LLC, dated August 10, 1999 (Exhibit 4.1.2 to the Company's Form 8-K report (File No. 333-75369) dated August 17, 1999) |
4.1 |
- |
Indenture dated as of August 10, 1999, between the Company and the Bank of New York (Exhibit 4.3.1 to the Company's Form 8-K report (File No. 333-75369) dated August 17, 1999) |
4.2 |
- |
Series Supplement, dated as of August 10, 1999, between the Company and the Bank of New York (Exhibit 4.3.2 to the Company's Form 8-K report (File No. 333-75369) dated August 17, 1999) |
10.1 |
- |
Intangible Transition Property Sale Agreement, dated August 10, 1999, between the Company and CEP Securities Co. LLC (Exhibit 10.1 to the Company's Form 8-K report (File No. 333-75369) dated August 17, 1999) |
10.2 |
- |
Amendment Number 1 to the Intangible Transition Property Contribution Agreement among PPL Electric Utilities Corporation (formerly PP&L, Inc.), PPL Energy Funding Corporation (formerly CEP Group, Inc.), CEP Reserves, Inc. and the Company dated August 10, 1999 (Exhibit 10.2 to the Company's Form 8-K report (File No. 333-75369) dated August 17, 1999) |
10.3(a) |
- |
Intangible Transition Property Servicing Agreement, dated August 10, 1999, between the Company and PPL Electric Utilities Corporation (formerly PP&L, Inc.) (Exhibit 10.3 to the Company's Form 8-K report (File No. 333-75369) dated August 17, 1999) |
10.3(b) |
- |
First Amendment to Intangible Transition Property Servicing Agreement, effective August 9, 2002 (Exhibit 10(a) to the Company's Form 10-Q report (File No. 333-75369) dated November 6, 2002) |
10.4 |
- |
First Supplemental Indenture, effective August 9, 2002 (Exhibit 10(b) to the Company's Form 10-Q report (File No. 333-75369) dated November 6, 2002) |
- |
Consent of PricewaterhouseCoopers LLP |
|
- |
Certificate of PPL Transition Bond Company's principal executive officer/principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
- |
Certificate of PPL Transition Bond Company's principal executive officer/principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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- |
Quarterly Servicer's Certificate |
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