<PAGE>
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, 2000
----------------
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
Number Address; and Telephone No. Identification No.
------ -------------------------- ------------------
333-75369 PPL Transition Bond Company, LLC 23-3004428
(Delaware)
Two North Ninth Street, GENA92, Room 3
Allentown, PA 18101-1179
(610) 774-7934
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 [_]
<PAGE>
PPL TRANSITION BOND COMPANY, LLC
--------------------------------
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2000
INDEX
-----
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Statement of Operations and Changes in Member's Equity 2
Statement of Cash Flows 3
Balance Sheet 4
Notes to Financial Statements 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 6. Exhibits and Reports on Form 8-K 11
GLOSSARY OF TERMS AND ABBREVIATIONS 12
SIGNATURES 14
<PAGE>
PPL TRANSITION BOND COMPANY, LLC
- --------------------------------
Part 1. FINANCIAL INFORMATION
- -----------------------------
Item 1. Financial Statements
- ----------------------------
STATEMENT OF OPERATIONS AND CHANGES IN MEMBER'S EQUITY
(Unaudited)
(Thousands of Dollars)
<TABLE>
<CAPTION>
For the Period
For the March 25, 1999 (date
Three Months of inception)
Ended March 31, to March 31,
2000 1999
--------------- --------------------
<S> <C> <C>
Revenue
Intangible transition charge revenue $113,088 $0
Interest income...................................................... 77
----------- --------------------
Total revenue..................................................... 113,165
Expenses
Amortization of intangible transition property....................... 71,203
Interest expense..................................................... 41,435
Administrative and general expenses.................................. 450
----------- --------------------
Total expenses.................................................... 113,088
----------- --------------------
Operating Income....................................................... 77
Income tax expense..................................................... 32
----------- --------------------
Net Income............................................................. $45 $0
=========== ====================
Member's equity - beginning of period.................................. 12,305 0
----------- --------------------
Member's equity - end of period........................................ $12,350 $0
=========== ====================
</TABLE>
The accompanying Notes to Financial Statements are an integral part of the
financial statements.
2
<PAGE>
PPL TRANSITION BOND COMPANY, LLC
STATEMENT OF CASH FLOWS
(Unaudited)
(Thousands of Dollars)
<TABLE>
<CAPTION>
For the Period
For the March 25, 1999 (date
Three Months Ended, of inception) to
March 31, 2000 March 31, 1999
------------------------------ -----------------------------
<S> <C> <C>
Cash Flows From Operating Activities
Net Income................................................ $45 $0
Adjustments to reconcile net income to net cash provided by operating
activities:
Amortization of intangible transition property............ 71,203
Amortization of debt issuance expenses.................... 879
Amortization of debt discount............................. 18
Changes in current assets and liabilities:
Increase in collections of intangible
transition charge receivable from
servicer................................................ (17,008)
Payable to Servicer...................................... (1,016)
Other.................................................... 565
Other operating activities - net.......................... 331
---------------------- -----------------------------
Net cash provided by operating activities 55,017 0
---------------------- -----------------------------
Cash Flows From Investing Activities
Change in restricted funds............................... 3,412 0
---------------------- -------------------------
Net cash provided by investing activities 3,412 0
---------------------- -------------------------
Cash Flows From Financing Activities
Retirement of transition bonds........................... (60,997) 0
----------------------- ------------------------
Net cash used in financing activities................ (60,997) 0
------------------------ -------------------------
Net Decrease in Cash and Cash Equivalents......... (2,568) 0
Cash and Cash Equivalents at Beginning of Period.. 2,830 0
------------------------ -------------------------
Cash and Cash Equivalents at End of Period........ $262 $0
======================== =========================
</TABLE>
The accompanying Notes to Financial Statements are an integral part of the
financial statements.
<PAGE>
PPL TRANSITION BOND COMPANY, LLC
- --------------------------------
BALANCE SHEET
- -------------
<TABLE>
<CAPTION>
(Thousands of Dollars) March 31, December 31,
2000 1999
(Unaudited) (Audited)
-------------- --------------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents.............................................................. $262 $2,830
Intangible transition charges receivable from Servicer................................. 85,515 68,507
Accounts receivable - income taxes..................................................... 6,104 6,105
Prepaid expenses and other receivables................................................. 29 55
--------------- -------------
Current assets...................................................................... 91,910 77,497
--------------- -------------
Noncurrent Assets
Intangible transition property, net.................................................... 2,245,777 2,316,980
Unamortized debt issuance expenses..................................................... 13,983 14,865
Restricted funds....................................................................... 107 3,519
--------------- -------------
Noncurrent assets................................................................... 2,259,867 2,335,364
--------------- -------------
Total assets........................................................................ $2,351,777 $2,412,861
=============== =============
LIABILITIES AND MEMBER'S EQUITY
Current Liabilities
Long-term debt......................................................................... $231,523 $226,699
Interest accrued ...................................................................... 2,204 2,255
Payable to Servicer.................................................................... 40 1,056
Other.................................................................................. 1,176 587
--------------- -------------
Current liabilities................................................................. 234,943 230,597
--------------- -------------
Noncurrent Liabilities
Long-term debt, net of discount........................................................ 2,097,580 2,163,382
Deferred income taxes.................................................................. 6,250 6,250
Other.................................................................................. 654 327
--------------- -------------
Noncurrent liabilities.............................................................. 2,104,484 2,169,959
--------------- -------------
Commitments and contingent liabilities...................................................
--------------- -------------
Member's Equity.......................................................................... 12,350 12,305
--------------- -------------
Total liabilities and member's equity............................................... $2,351,777 $2,412,861
=============== =============
</TABLE>
The accompanying Notes to Financial Statements are an integral part of the
financial statements.
<PAGE>
PPL Transition Bond Company, LLC
Notes to Financial Statements
---------------------------------
Terms and abbreviations appearing in Notes to 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 generally accepted accounting principles,
has been condensed or omitted in this Form 10-Q pursuant to the rules and
regulations of the SEC. These 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,
1999. Certain amounts in the December 31, 1999 financial statements have been
reclassified to conform to the presentation in the March 31, 2000 financial
statements.
2. Nature of Operations
The financial statements include the accounts of PPL Transition Bond Company,
LLC (the Company). The Company is a limited liability company established under
the laws of the State of Delaware, and was formed on March 25, 1999 pursuant to
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 (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 authorizes 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
5
<PAGE>
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 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 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. Accordingly, the Capital Subaccount is
classified as "Restricted Funds" on the Balance Sheet.
Amortization of Intangible Transition Property
The ITP was recorded at the acquired cost and is being amortized over the
life of the Bonds, based on ITC revenues, interest accruals and other fees. The
ITP is solely the property of the Company.
Amortization of Debt Issuance Costs and Discount on Debt
The costs associated with the issuance of the Bonds have been capitalized and
are being amortized over the life of the Bonds, utilizing the effective interest
method.
Income Taxes
The Company is a limited liability company and has elected to be disregarded
as a separate entity for federal and state income tax purposes. The Company's
taxable income or loss is included in the consolidated federal and state income
tax returns of its member. The Statement of Operations and Changes in Member's
Equity reflects the Company's pro rata allocation of its member's consolidated
income taxes in accordance with its member's tax sharing policy.
4. Long-Term Debt and Source of Repayment
In August 1999, the Company issued $2.42 billion of Series 1999-1 Bonds. The
Bonds consist of eight classes. The Company used the proceeds from the Bonds to
purchase ITP from CEP Securities. The Bonds are collateralized by the ITP and
other assets of the Company.
Scheduled maturities and interest rates for the Bonds at March 31, 2000 are:
6
<PAGE>
Expected Final Final
Class Bond Rate Amount Payment Date Maturity Date
- -------- ----------- ------------- ----------------- -----------------
($ Thousands)
A-1 6.08% $ 202,318 March 25, 2001 March 25, 2003
A-2 6.41% 178,000 December 26, 2001 December 26, 2003
A-3 6.60% 303,000 March 25, 2003 March 25, 2005
A-4 6.72% 201,000 December 26, 2003 December 26, 2005
A-5 6.83% 313,000 March 25, 2005 March 25, 2007
A-6 6.96% 223,000 December 26, 2005 December 26, 2007
A-7 7.05% 455,000 June 25, 2007 June 25, 2009
A-8 7.15% 454,000 December 26, 2008 June 25, 2009
----------
$2,329,318
Current Maturities (231,523)
Unamort. Discount (215)
----------
Long-term Debt $2,097,580
==========
The carrying value of the long-term debt approximates fair market value as of
March 31, 2000. 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 December 1999 through February 2000 were $96 million. 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 first
payment on the Bonds was made on the scheduled payment date of December 27,
1999. The Trustee made the second payment on the scheduled payment date of March
27, 2000. 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. The Company's scheduled Overcollateralization Subaccount
level as of March 31, 2000 was $654,054. 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. The Trustee was required to
withdraw $8.6 million from the Capital Subaccount on December 27, 1999 and $3.4
million on March 27, 2000 to make principal payments of $29.7 and $60.9 million,
respectively. Any remaining amounts collateralizing the Bonds will be released
to the Company upon final payment on the Bonds.
At March 31, 2000 the following balances were reflected in the Subaccounts
maintained by the Trustee:
Subaccounts Balance
----------- --------
($ thousands)
General $ 0
Reserve 0
Overcollateralization 0
Capital $107
7
<PAGE>
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. For the period ended March 31, 2000, the
Company expensed servicing fees of approximately $313 thousand and other
administrative fees of $25 thousand.
Debt issuance costs of approximately $16.3 million were incurred in
connection with the issuance of the Bonds. Of that amount, about $4.9 million
has been incurred by PPL Electric Utilities, with approximately $40 thousand
remaining to be reimbursed by the Company.
At March 31, 2000, the Balance Sheet includes a receivable from PPL Electric
Utilities of approximately $86 million for ITC collections.
8
<PAGE>
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 statement. Any such forward-looking statements
should be considered in conjunction with PPL Electric Utilities' and the
Company's other documents 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.
Results of Operations
The following analysis of the financial condition and results of operations
of the Company is in an abbreviated format pursuant to Instruction H of Form 10-
Q. Such analysis should be read in conjunction with the Financial Statements and
Notes to Financial Statements included in Item 1 above, and with the section
entitled "Management's Discussion and Analysis of 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, 1999.
PPL Transition Bond Company, LLC (the Company) is a Delaware limited
liability company organized in March 1999 for the limited purposes of purchasing
ITP and issuing Bonds secured by the ITP. 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.
During the three months ended March 31, 2000, the income generated from the
ITP was approximately $113 million. The Company also earned approximately $77
thousand in interest from the Capital Subaccount maintained by the Trustee and
temporary investments. Interest expense of approximately $41 million consists of
interest on the Bonds, amortization
9
<PAGE>
of debt issuance expenses and the discount on the Bonds. The Company also
incurred servicing fees of approximately $313 thousand and other administrative
fees of $25 thousand.
The principal amount of the Bonds, interest, fees, and funding of the
Overcollateralization Subaccount 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. As part of PPL
Electric Utilities' responsibility as Servicer under the Servicing Agreement,
PPL Electric Utilities remitted to the Trustee approximately $96 million of ITC
collections for the period December 1, 1999 to February 29, 2000.
A quarterly payment of Bond principal, interest and all related expenses
was made by the Trustee on March 27, 2000. Due to the manner in which seasonal
customer electricity usage levels were estimated for purpose of establishing the
initial ITC, the Trustee was required to use $4.9 million of the funds in the
Capital Subaccount (including approximately $1.5 million of excess Bond proceeds
transferred to the Capital Account). There was sufficient revenue to make
interest payments due on the quarterly payment date, March 27, 2000. After
application of the remaining $4.9 million in the Capital Subaccount and
unapplied Bond proceeds, the Company had a shortfall of $1.2 million in the
scheduled principal payment on that date (which shortfall does not constitute an
Event of Default under the Indenture).
The Company currently anticipates that there will be sufficient revenue to
make interest payments due on the next quarterly payment date, June 26, 2000.
However, after application of the remaining amount of the unapplied Bond
proceeds, the Company anticipates a shortfall of approximately $2 million in the
scheduled principal payment on that date (which shortfall would not constitute
an Event of Default under the Indenture).
Under the annual reconciliation process established by the Competition Act
and the PUC Restructuring Order, withdrawals from the Capital Subaccount must be
replenished, and shortfalls in the scheduled principal payments must be made up,
by increases in the ITC. Under the Servicing Agreement, PPL Electric Utilities,
as Servicer, filed a request for an adjustment to the ITC with the PUC on
December 15, 1999 to produce additional revenues sufficient to replenish the
Capital Subaccount and to make up shortfalls in scheduled principal payments
prior to the December 2000 quarterly payment date. These adjustment went into
effect on January 1, 2000.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
Not applicable.
10
<PAGE>
PPL TRANSITION BOND COMPANY, LLC
--------------------------------
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
- --------------------------
None.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits
27 - Financial Data Schedule
99 - Quarterly Servicer's Certificate
(b) Reports on Form 8-K
None.
11
<PAGE>
GLOSSARY OF TERMS AND ABBREVIATIONS
Capital Subaccount - An account held by the Trustee under the Indenture which is
funded by a contribution to PPL Transition Bond Company, LLC by PPL Electric
Utilities at the date of issuance of each series of transition bonds.
CEP Securities - CEP Securities Co. LLC, a Delaware limited liability company
and an indirect wholly-owned subsidiary of PPL Electric Utilities.
Competition Act - The Pennsylvania Electricity Generation Customer Choice and
Competition Act, enacted in Pennsylvania in December 1996.
General Subaccount - An account held by the Trustee under the Indenture, into
which ITC remittances by the Servicer are deposited. The Trustee allocates the
funds from the General Subaccount to other subaccounts on the quarterly payment
dates.
Indenture - The Indenture entered into by PPL Transition Bond Company, LLC and
the Trustee, providing for the issuance of transition bonds.
ITC - Intangible Transition Charge, which PPL Electric Utilities has been
authorized by the PUC to impose on customer bills and to collect through a non-
bypassable billing mechanism to recover Qualified Transition Expenses.
ITP - Intangible Transition Property, which is the property right created under
the Competition Act representing the irrevocable right of PPL Transition Bond
Company, LLC to receive, through Intangible Transition Charges, amounts
sufficient to recover all Qualified Transition Expenses.
Overcollateralization Subaccount - An account held by the Trustee under the
Indenture, which is funded ratably from collections of ITC over the term of each
series of transition bonds.
PPL Electric Utilities - PPL Electric Utilities Corporation.
PUC - The Pennsylvania Public Utility Commission.
PUC Restructuring Order - The final order issued by the PUC to PPL Electric
Utilities in August 1998, in connection with PPL Electric Utilities'
restructuring filing under the Competition Act, as supplemented by the May 1999
PUC order.
Qualified Transition Expenses - The transition or stranded costs of an electric
utility approved by the PUC for recovery through the issuance of transition
bonds; the costs of retiring existing debt or equity capital of the electric
utility or its holding company parent, including accrued interest and
acquisition or redemption premium, costs of defeasance, and other related fees,
costs and charges, through the issuance of transition bonds or the assignment,
sale or other transfer of Intangible Transition Property; 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
Intangible Transition Property.
Reserve Subaccount - An account held by the Trustee, under the Indenture, which
consists of remaining funds available after required allocations on the
quarterly payment dates.
SEC - Securities and Exchange Commission.
Servicer - PPL Electric Utilities acting in its capacity under the Servicing
Agreement. In this capacity, PPL Electric Utilities calculates, bills and
collects ITC, and maintains applicable accounting records, among other duties.
12
<PAGE>
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.
13
<PAGE>
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, 2000 /s/ John R. Biggar
-------------------------------------
John R. Biggar, Manager
/s/ James E. Abel
-------------------------------------
James E. Abel, Manager
/s/ Stephen C. May
-------------------------------------
Stephen C. May, Treasurer
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF OPERATIONS AND CHANGES IN MEMBER'S EQUITY, THE STATEMENT OF CASH
FLOWS, AND THE BALANCE SHEET FOR THE FORM 10-Q DATED MARCH 31, 2000, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001083000
<NAME> PPL TRANSITION BOND CO, LLC
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 91,910
<TOTAL-DEFERRED-CHARGES> 13,983
<OTHER-ASSETS> 2,245,884
<TOTAL-ASSETS> 2,351,777
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 12,101
<RETAINED-EARNINGS> 249
<TOTAL-COMMON-STOCKHOLDERS-EQ> 12,350
0
0
<LONG-TERM-DEBT-NET> 2,097,580
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 231,523
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 10,324
<TOT-CAPITALIZATION-AND-LIAB> 2,351,777
<GROSS-OPERATING-REVENUE> 113,165
<INCOME-TAX-EXPENSE> 32
<OTHER-OPERATING-EXPENSES> 71,653
<TOTAL-OPERATING-EXPENSES> 71,685
<OPERATING-INCOME-LOSS> 41,480
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> 41,480
<TOTAL-INTEREST-EXPENSE> 41,435
<NET-INCOME> 45
0
<EARNINGS-AVAILABLE-FOR-COMM> 45
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 55,017
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
Quarterly Servicer's Certificate
PPL Transition Bond Company, LLC
$2,420,000,000 Transition Bonds, Series 1999-1
Pursuant to Section 4 of Annex I of the Intangible Transition Property
Servicing Agreement dated as of August 10, 1999 (the "Servicing Agreement")
between PPL Electric Utilities Corporation, as Servicer and PPL Transition Bond
Company, LLC, as Issuer, the Servicer does hereby certify as follows:
Capitalized terms used in this Quarterly Servicer's Certificate (the "Quarterly
Certificate") have their respective meanings as set forth in the Servicing
Agreement. References herein to the "Indenture" are to the Indenture dated as of
August 10, 1999 between PPL Transition Bond Company, LLC, as issuer and The Bank
of New York as Trustee.
Billing Periods: December 1999, January 2000, February 2000
Payment Date: March 25, 2000
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
1. Collections Allocable and Aggregate Amounts Available for the Current Payment Date:
i. Remittances for the December 1999 Collection Period $28,372,887.18
ii. Remittances for the January 2000 Collection Period $31,333,122.74
iii. Remittances for the February 2000 Collection Period $36,701,772.28
iv. Net Earnings on Collection Account $506,543.59
v. Net Earnings on Capital Subaccount $81,365.49
vi. Net Earnings on Overcollateralization Subaccount $0.00
vii. Net Earnings on Reserve Subaccount $0.00
-----
viii. General Subaccount Balance $96,995,691.28
ix. Reserve Subaccount Balance $0.00
x. Overcollateralization Subaccount Balance $0.00
xi. Capital Subaccount Balance (less $100K)* $4,949,597.69
-------------
xii. Collection Account Balance $101,945,288.97
2. Outstanding Principal Balance and Collection Account Balance as of Prior Payment Date:
i. Class A-1 Principal Balance $263,315,284.00
ii. Class A-2 Principal Balance $178,000,000.00
iii. Class A-3 Principal Balance $303,000,000.00
iv. Class A-4 Principal Balance $201,000,000.00
v. Class A-5 Principal Balance $313,000,000.00
vi. Class A-6 Principal Balance $223,000,000.00
vii. Class A-7 Principal Balance $455,000,000.00
viii. Class A-8 Principal Balance $454,000,000.00
---------------
ix. Transition Bond Principal Balance $2,390,315,284.00
x. Reserve Subaccount Balance $0.00
xi. Overcollateralization Subaccount Balance $0.00
xii. Capital Subaccount Balance $4,949,597.69
3. Required Funding/Payments as of Current Payment Date:
i. Projected Class A-1 Bond Balance $201,074,523.00
ii. Projected Class A-2 Bond Balance $178,000,000.00
iii. Projected Class A-3 Bond Balance $303,000,000.00
iv. Projected Class A-4 Bond Balance $201,000,000.00
v. Projected Class A-5 Bond Balance $313,000,000.00
vi. Projected Class A-6 Bond Balance $223,000,000.00
vii. Projected Class A-7 Bond Balance $455,000,000.00
viii. Projected Class A-8 Bond Balance $454,000,000.00
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ix. Projected Transition Bond Balance $2,328,074,523.00
* Includes a $1,576,776.21 contribution by PPL Transition Bond Company, LLC of excess Bond Proceeds to the Capital Subaccount
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x. Required Class A-1 Coupon (6.08% per annum rate) $4,002,392.32
xi. Required Class A-2 Coupon (6.41% per annum rate) $2,852,450.00
xii. Required Class A-3 Coupon (6.60% per annum rate) $4,999,500.00
xiii. Required Class A-4 Coupon (6.72% per annum rate) $3,376,800.00
xiv. Required Class A-5 Coupon (6.83% per annum rate) $5,344,475.00
xv. Required Class A-6 Coupon (6.96% per annum rate) $3,880,200.00
xvi. Required Class A-7 Coupon (7.05% per annum rate) $8,019,375.00
xvii. Required Class A-8 Coupon (7.15% per annum rate) $8,115,250.00
xviii.Required Overcollateralization Funding $654,054.05
xix. Required Capital Subaccount Funding $7,050,402.31
4. Allocation of Remittances as of Current Payment Date Pursuant to Section 8.02(d) of the Indenture:
i. Bond Trustee Fees and Expenses $5,625.00
ii. Independent Managers Fee $0.00
iii. Servicing Fee $312,500.00
iv. Quarterly Administration Fee $25,000.00
v. Operating Expenses (subject to $100,000 cap) $14,301.39
vi. Quarterly Interest $40,590,442.32
1. Class A-1 Bond Coupon Payment $4,002,392.32
2. Class A-2 Bond Coupon Payment $2,852,450.00
3. Class A-3 Bond Coupon Payment $4,999,500.00
4. Class A-4 Bond Coupon Payment $3,376,800.00
5. Class A-5 Bond Coupon Payment $5,344,475.00
6. Class A-6 Bond Coupon Payment $3,880,200.00
7. Class A-7 Bond Coupon Payment $8,019,375.00
8. Class A-8 Bond Coupon Payment $8,115,250.00
vii. Principal Due and Payable $ -
viii. Scheduled Quarterly Principal $60,997,420.26
1. Class A-1 Bond Principal Payment $60,997,420.26
2. Class A-2 Bond Principal Payment $0.00
3. Class A-3 Bond Principal Payment $0.00
4. Class A-4 Bond Principal Payment $0.00
5. Class A-5 Bond Principal Payment $0.00
6. Class A-6 Bond Principal Payment $0.00
7. Class A-7 Bond Principal Payment $0.00
8. Class A-8 Bond Principal Payment $0.00
ix. Operating Expenses (in excess of $100,000) $0.00
x. Funding of Capital Subaccount (to required level) $0.00
xi. Funding of Overcollateralization Subaccount (to required level) $0.00
xii. Net Earnings on Capital Subaccount Released to Issuer $0.00
xiii. Deposits to Reserve Subaccount $0.00
xiv. Released to Issuer upon Series Retirement: Collection Account $0.00
5. Outstanding Principal Balance and Collection Account Balance as of Current Payment Date:
(after giving effect to payments to be made on such payment date):
i. Class A-1 Principal Balance $202,317,863.74
ii. Class A-2 Principal Balance $178,000,000.00
iii. Class A-3 Principal Balance $303,000,000.00
iv. Class A-4 Principal Balance $201,000,000.00
v. Class A-5 Principal Balance $313,000,000.00
vi. Class A-6 Principal Balance $223,000,000.00
vii. Class A-7 Principal Balance $455,000,000.00
viii. Class A-8 Principal Balance $454,000,000.00
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ix. Transition Bond Principal Balance $2,329,317,863.74
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x. Reserve Subaccount Balance $0.00
xi. Overcollateralization Subaccount Balance $0.00
xii. Capital Subaccount Balance $0.00
6. Subaccount Draws as of Current Payment Date (if applicable) Pursuant to Section 8.02(d) of the Indenture:
i. Reserve Subaccount $0.00
ii. Overcollateralization Subaccount $0.00
iii. Capital Subaccount $4,949,597.69
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iv. Total Draws $4,949,597.69
7. Shortfalls in Interest and Principal Payments as of Current Payment Date:
i. Quarterly Interest $0.00
1. Class A-1 Bond Coupon Payment $0.00
2. Class A-2 Bond Coupon Payment $0.00
3. Class A-3 Bond Coupon Payment $0.00
4. Class A-4 Bond Coupon Payment $0.00
5. Class A-5 Bond Coupon Payment $0.00
6. Class A-6 Bond Coupon Payment $0.00
7. Class A-7 Bond Coupon Payment $0.00
8. Class A-8 Bond Coupon Payment $0.00
ii. Quarterly Principal $1,243,340.74
1. Class A-1 Bond Principal Payment $1,243,340.74
2. Class A-2 Bond Principal Payment $0.00
3. Class A-3 Bond Principal Payment $0.00
4. Class A-4 Bond Principal Payment $0.00
5. Class A-5 Bond Principal Payment $0.00
6. Class A-6 Bond Principal Payment $0.00
7. Class A-7 Bond Principal Payment $0.00
8. Class A-8 Bond Principal Payment $0.00
8. Shortfalls in Required Subaccount Levels as of Current Payment Date:
i. Overcollateralization Subaccount $654,054.05
ii. Capital Subaccount $12,000,000.00
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IN WITNESS HEREOF, the undersigned has duly executed and delivered this
Quarterly Servicer's Certificate this 23rd day of March, 2000.
PPL Electric Utilities Corporation, as Servicer
by: /s/ John R. Biggar
_______________________
John R. Biggar
Senior Senior Vice President and Chief Financial Officer
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