ONCOR ELECTRIC DELIVERY TRANSITION BOND CO LLC - FORM 10-K/A - March 3, 2014

Attached files

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EX-31 - EX-31 - ONCOR ELECTRIC DELIVERY TRANSITION BOND CO LLCc179-20140303xex31.htm
EX-99 - EX-99G - ONCOR ELECTRIC DELIVERY TRANSITION BOND CO LLCc179-20140303ex99gba09c6.htm

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________

 

FORM 10-K/A

Amendment No. 1

 

[Ö]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

 

For the Fiscal Year Ended December 31, 2013

 

— OR —

 

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

__________________________________________

 

Commission File Number 333-91935

 

Oncor Electric Delivery Transition Bond Company LLC

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

75-2851358

(State of organization)

(I.R.S. Employer Identification No.)

 

 

1616 Woodall Rodgers Fwy., Dallas, Texas  75202

(214) 486-2000

(Address of principal executive offices)(Zip Code)

(Registrant’s telephone number, including area code)

 

__________________________________________

 

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 the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes__    No √  

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes √    No ___

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      No √  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes √    No___

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) 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  √   

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ___ Accelerated filer ___ Non-Accelerated filer √    (Do not check if a smaller reporting company)

Smaller reporting company ___

Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes___   No √  

At February 27, 2014, all outstanding common membership interests in Oncor Electric Delivery Transition Bond Company LLC were held by Oncor Electric Delivery Company LLC.

Oncor Electric Delivery Transition Bond Company LLC meets the conditions set forth in General Instructions (I) (1) (a) and (b) of Form 10-K and is therefore filing this report with the reduced disclosure format.

 

 

 

 

 

 

 

 

 

 

EXPLANATORY NOTE

 

We are filing this Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to amend our Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2014 (the “Original Form 10-K”).  This Amendment No. 1 is an exhibit-only filing and is being filed solely to (i) include a new exhibit 99(g) -  Independent Accountant’s Report – Attestation with Management’s Assertion Attached (Servicer) and (ii) amend the Exhibit Index to the Original Form 10-K, Item 15. Exhibits and Financial Statement Schedules, to reflect the new exhibit.    This Amendment No. 1 includes a  new certification by our Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed as Exhibit 31 hereto.   

 

Except as described above, we have not modified or updated other disclosures contained in the Original Form 10-K.  Accordingly, this Amendment No. 1 with the exception of the foregoing does not reflect events occurring after the date of filing of the Original Form 10-K or modify or update those disclosures affected by subsequent events.  Consequently, all other information not affected by the corrections described above is unchanged and reflects the disclosures made at the date of the filing of the Original Form 10-K and should be read in conjunction with our filings with the SEC subsequent to the filing of the Original Form 10-K, including amendments to those filings, if any. 

 

PART IV

 

Item 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

The financial statements’ schedules are omitted because of the absence of the conditions under which they are required or because the required information is included in the financial statements or notes thereto.

 

 

 

 

 

 

Oncor Electric Delivery Transition Bond Company LLC Exhibits to 2013 Form 10-K

 

 

Exhibits

Previously Filed*

With File Number

As Exhibit

 

 

3(i)

Articles of Incorporation.

 

3(a)

333-91935
Form 8-K (filed August 28, 2003)

4(b)

—

Amended and Restated Certificate of Formation dated as of August 11, 2003.

3(b)

333-91935
Form 10-Q/A (filed May 17, 2004)

3(a)(1)

—

Certificate of Amendment to Amended and Restated Certificate of Formation dated as of May 13, 2004.

3(c)

333-91935
Form 10-Q (filed May 15, 2007)

3(c)

—

Certificate of Amendment to Amended and Restated Certificate of Formation dated as of April 20, 2007.

3(ii)

By-laws.

 

3(d)

333-91935
Form 8-K (filed August 28, 2003)

4(a)

—

Amended and Restated Limited Liability Company Agreement dated as of August 21, 2003.

3(e)

333-91935
Form 10-Q/A (filed May 17, 2004)

3(b)(1)

—

First Amendment to Amended and Restated Limited Liability Company Agreement dated as of May 13, 2004.

2

 

 

 

 

 

 

 

 

4

Instruments Defining the Rights of Security Holders.

4(a)

333-91935
(Form 8-K filed August 28, 2003)

4(c)

—

Indenture dated as of August 21, 2003.

4(b)

333-91935
(Form 8-K filed August 28, 2003)

4(d)

—

Series 2003-1 Supplement dated as of August 21, 2003.

4(c)

333-91935
(Form 8-K filed June 14, 2004)

4

—

Series 2004-1 Supplement dated as of June 7, 2004.

10

Material Contracts.

10(a)

333-91935
(Form 8-K filed August 28, 2003)

10(a)

—

Series 2003-1 Transition Property Purchase and Sale Agreement dated as of August 21, 2003.

10(b)

333-91935
(Form 8-K filed August 28, 2003)

10(b)

—

Series 2003-1 Transition Property Servicing Agreement dated as of August 21, 2003.

10(c)

333-91935
(Form 8-K filed June 14, 2004)

10(a)

—

Series 2004-1 Transition Property Purchase and Sale Agreement dated as of June 7, 2004.

10(d)

333-91935
(Form 8-K filed June 14, 2004)

10(b)

—

Series 2004-1 Transition Property Servicing Agreement dated as of June 7, 2004.

10(e)

333-91935
(Form 8-K filed August 28, 2003)

10(c)

—

Administration Agreement dated as of August 21, 2003.

23

Consent of Experts.

23

333-91935
(Form 10-K filed February 28, 2014)

23

—

Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm for Oncor Electric Delivery Transition Bond Company LLC.

31

Rule 13a – 14(a)/15d – 14(d) Certifications.

31

 

 

—

Certification of David M. Davis, principal financial officer of Oncor Electric Delivery Transition Bond Company LLC, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

99

Additional Exhibits.

99(a)(1)

333-91935
(Form 10-K filed February 28, 2014)

99(a)(1)

—

Monthly Servicer Report (Series 2004-1 for October 2013)

99(a)(2)

333-91935
(Form 10-K filed February 28, 2014)

99(a)(2)

—

Monthly Servicer Report (Series 2004-1 for November 2013)

99(a)(3)

333-91935
(Form 10-K filed February 28, 2014)

99(a)(3)

—

Monthly Servicer Report (Series 2004-1 for December 2013)

3

 

 

99(a)(4)

333-91935
(Form 10-K filed February 28, 2014)

99(a)(4)

—

Monthly Servicer Report (Series 2003-1 for October 2013)

99(a)(5)

333-91935
(Form 10-K filed February 28, 2014)

99(a)(5)

—

Monthly Servicer Report (Series 2003-1 for November 2013)

99(a)(6)

333-91935
(Form 10-K filed February 28, 2014)

99(a)(6)

—

Monthly Servicer Report (Series 2003-1 for December 2013)

99(b)

333-91935
(Form 10-K filed February 28, 2014)

99(b)

—

Statement of Collection Account Balances as of December 31, 2013

99(c)

333-91935
(Form 10-K filed February 28, 2014)

99(b)

—

A quarterly statement affirming that, in all material respects, for each materially significant REP, (a) each REP has been billed in compliance with the requirements outlined in the Financing Order, (b) each REP has made payments in compliance with the requirements outlined in the Financing Order, and (c) each REP satisfies the creditworthiness requirements of the Financing Order

99(d)(1)

333-91935
(Form 10-Q filed August 2, 2013)

99(d)

—

Annual True-up of Transition Charges for the Series 2004-1 Transition Bonds filed May 15, 2013

99(d)(2)

333-91935
(Form 10-Q filed November 1, 2013)

99(d)

—

Annual True-up of Transition Charges for the Series 2003-1 Transition Bonds filed August 15, 2013

99(e)(1)

333-91935
(Form 10-K filed February 28, 2014)

99(e)(1)

—

Statement of Outstanding Bond Balances Series 2003-1

99(e)(2)

333-91935
(Form 10-K filed February 28, 2014)

99(e)(2)

—

Statement of Outstanding Bond Balances Series 2004-1

99(f)

333-91935
(Form 10-K filed February 28, 2014)

99(f)

—

Semi-Annual Servicer’s Certificate (Series 2004-1 for November 2013)

99(g)

 

 

—

Independent Accountant’s Report – Attestation with Management’s Assertion Attached (Servicer)

 

XBRL Data Files.

101.INS

333-91935
(Form 10-K filed February 28, 2014)

101.INS

—

XBRL Instance Document

101.SCH

333-91935
(Form 10-K filed February 28, 2014)

101.SCH

—

XBRL Taxonomy Extension Schema Document

101.CAL

333-91935
(Form 10-K filed February 28, 2014)

101.CAL

—

XBRL Taxonomy Extension Calculation Linkbase Document

4

 

 

101.DEF

333-91935
(Form 10-K filed February 28, 2014)

101.DEF

—

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

333-91935
(Form 10-K filed February 28, 2014)

101.LAB

—

XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

333-91935
(Form 10-K filed February 28, 2014)

101.PRE

—

XBRL Taxonomy Extension Presentation Linkbase Document

5

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Oncor Electric Delivery Transition Bond Company LLC has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

ONCOR ELECTRIC DELIVERY

 

TRANSITION BOND COMPANY LLC

 

 

Date:    March 3, 2014

 

 

By    /s/                ROBERT S. SHAPARD

 

       (Robert S. Shapard, as Chairman and Chief Executive

      of Oncor Electric Delivery Company LLC, the Servicer)

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Oncor Electric Delivery Transition Bond Company LLC and in the capacities and on the date indicated.

 

 

 

 

 

 

 

 

 

 

Signature

Title

Date

 

 

 

 

/s/

   ROBERT S. SHAPARD

Principal Executive

 

 

 (Robert S. Shapard, Manager, Chairman of

Officer and Manager

March 3, 2014

 

 the Board and Chief Executive)

 

 

 

 

 

 

/s/

DAVID M. DAVIS

Principal Financial Officer

 

 

(David M. Davis, Manager, Vice President and

and Manager

March 3, 2014

 

Chief Financial Officer)

 

 

 

 

 

 

/s/

RICHARD C. HAYS

Principal Accounting Officer

March 3, 2014

 

(Richard C. Hays, Controller)

 

 

 

 

 

 

 

 

 

 

/s/

DON J. CLEVENGER

Manager

March 3, 2014

 

(Don J. Clevenger, Manager, Vice President, Secretary and

 

 

 

Chief Legal Officer)

 

 

 

 

 

 

 

 

Manager

 

 

(Richard F. Klumpp, Manager)

 

 

 

 

 

 

 

 

 

 

 

 

Manager

 

 

(Thomas M. Strauss, Manager)

 

 

 

6

 

 

EXHIBIT INDEX

 

 

 

 

 

 

 

Exhibits

Previously Filed*

With File Number

As Exhibit

 

 

3(i)

Articles of Incorporation.

 

3(a)

333-91935
Form 8-K (filed August 28, 2003)

4(b)

—

Amended and Restated Certificate of Formation dated as of August 11, 2003.

3(b)

333-91935
Form 10-Q/A (filed May 17, 2004)

3(a)(1)

—

Certificate of Amendment to Amended and Restated Certificate of Formation dated as of May 13, 2004.

3(c)

333-91935
Form 10-Q (filed May 15, 2007)

3(c)

—

Certificate of Amendment to Amended and Restated Certificate of Formation dated as of April 20, 2007.

3(ii)

By-laws.

 

3(d)

333-91935
Form 8-K (filed August 28, 2003)

4(a)

—

Amended and Restated Limited Liability Company Agreement dated as of August 21, 2003.

3(e)

333-91935
Form 10-Q/A (filed May 17, 2004)

3(b)(1)

—

First Amendment to Amended and Restated Limited Liability Company Agreement dated as of May 13, 2004.

4

Instruments Defining the Rights of Security Holders.

4(a)

333-91935
(Form 8-K filed August 28, 2003)

4(c)

—

Indenture dated as of August 21, 2003.

4(b)

333-91935
(Form 8-K filed August 28, 2003)

4(d)

—

Series 2003-1 Supplement dated as of August 21, 2003.

4(c)

333-91935
(Form 8-K filed June 14, 2004)

4

—

Series 2004-1 Supplement dated as of June 7, 2004.

10

Material Contracts.

10(a)

333-91935
(Form 8-K filed August 28, 2003)

10(a)

—

Series 2003-1 Transition Property Purchase and Sale Agreement dated as of August 21, 2003.

10(b)

333-91935
(Form 8-K filed August 28, 2003)

10(b)

—

Series 2003-1 Transition Property Servicing Agreement dated as of August 21, 2003.

10(c)

333-91935
(Form 8-K filed June 14, 2004)

10(a)

—

Series 2004-1 Transition Property Purchase and Sale Agreement dated as of June 7, 2004.

10(d)

333-91935
(Form 8-K filed June 14, 2004)

10(b)

—

Series 2004-1 Transition Property Servicing Agreement dated as of June 7, 2004.

7

 

 

10(e)

333-91935
(Form 8-K filed August 28, 2003)

10(c)

—

Administration Agreement dated as of August 21, 2003.

23

Consent of Experts.

23

333-91935
(Form 10-K filed February 28, 2014)

23

—

Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm for Oncor Electric Delivery Transition Bond Company LLC.

31

Rule 13a – 14(a)/15d – 14(d) Certifications.

31

 

 

—

Certification of David M. Davis, principal financial officer of Oncor Electric Delivery Transition Bond Company LLC, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

99

Additional Exhibits.

 

 

 

99(a)(1)

333-91935
(Form 10-K filed February 28, 2014)

99(a)(1)

—

Monthly Servicer Report (Series 2004-1 for October 2013)

99(a)(2)

333-91935
(Form 10-K filed February 28, 2014)

99(a)(2)

—

Monthly Servicer Report (Series 2004-1 for November 2013)

99(a)(3)

333-91935
(Form 10-K filed February 28, 2014)

99(a)(3)

—

Monthly Servicer Report (Series 2004-1 for December 2013)

99(a)(4)

333-91935
(Form 10-K filed February 28, 2014)

99(a)(4)

—

Monthly Servicer Report (Series 2003-1 for October 2013)

99(a)(5)

333-91935
(Form 10-K filed February 28, 2014)

99(a)(5)

—

Monthly Servicer Report (Series 2003-1 for November 2013)

99(a)(6)

333-91935
(Form 10-K filed February 28, 2014)

99(a)(6)

—

Monthly Servicer Report (Series 2003-1 for December 2013)

99(b)

333-91935
(Form 10-K filed February 28, 2014)

99(b)

—

Statement of Collection Account Balances as of December 31, 2013

99(c)

333-91935
(Form 10-K filed February 28, 2014)

99(b)

—

A quarterly statement affirming that, in all material respects, for each materially significant REP, (a) each REP has been billed in compliance with the requirements outlined in the Financing Order, (b) each REP has made payments in compliance with the requirements outlined in the Financing Order, and (c) each REP satisfies the creditworthiness requirements of the Financing Order

99(d)(1)

333-91935
(Form 10-Q filed August 2, 2013)

99(d)

—

Annual True-up of Transition Charges for the Series 2004-1 Transition Bonds filed May 15, 2013

99(d)(2)

333-91935
(Form 10-Q filed November 1, 2013)

99(d)

—

Annual True-up of Transition Charges for the Series 2003-1 Transition Bonds filed August 15, 2013

8

 

 

99(e)(1)

333-91935
(Form 10-K filed February 28, 2014)

99(e)(1)

—

Statement of Outstanding Bond Balances Series 2003-1

99(e)(2)

333-91935
(Form 10-K filed February 28, 2014)

99(e)(2)

—

Statement of Outstanding Bond Balances Series 2004-1

99(f)

333-91935
(Form 10-K filed February 28, 2014)

99(f)

—

Semi-Annual Servicer’s Certificate (Series 2004-1 for November 2013)

99(g)

 

 

—

Independent Accountant’s Report – Attestation with Management’s Assertion Attached (Servicer)

 

XBRL Data Files.

101.INS

333-91935
(Form 10-K filed February 28, 2014)

101.INS

—

XBRL Instance Document

101.SCH

333-91935
(Form 10-K filed February 28, 2014)

101.SCH

—

XBRL Taxonomy Extension Schema Document

101.CAL

333-91935
(Form 10-K filed February 28, 2014)

101.CAL

—

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

333-91935
(Form 10-K filed February 28, 2014)

101.DEF

—

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

333-91935
(Form 10-K filed February 28, 2014)

101.LAB

—

XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

333-91935
(Form 10-K filed February 28, 2014)

101.PRE

—

XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

 

 

 

 

9

 

ONCOR ELECTRIC DELIVERY TRANSITION BOND CO LLC Reports