10-D 7/30/14


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-D
ASSET-BACKED ISSUER
DISTRIBUTION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the semi-annual distribution period from
January 16, 2014 to July 15, 2014

Commission
 
Registrant; State of Incorporation;
 
I.R.S. Employer
File No.
 
Address; and Telephone Number
 
Identification No.
 
 
 
 
 
333-187692-06
 
FIRSTENERGY OHIO PIRB SPECIAL PURPOSE TRUST 2013
(Exact name of issuing entity as specified in its charter)

 
46-6795854
001-02323
 
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
(Exact name of sponsor and depositor as specified in its charter)

 
34-0150020
001-02578
 
OHIO EDISON COMPANY
(Exact name of sponsor and depositor as specified in its charter)

 
34-0437786
001-03583
 
THE TOLEDO EDISON COMPANY
(Exact name of sponsor and depositor as specified in its charter)

 
34-4375005
333-187692-03
 
CEI FUNDING LLC
(Exact name of bond issuer as specified in its charter)

 
46-1367273
333-187692-01
 
OE FUNDING LLC
(Exact name of bond issuer as specified in its charter)

 
46-1367425
333-187692-04
 
TE FUNDING LLC
(Exact name of bond issuer as specified in its charter)

 
46-1367453
 
 
Delaware
(State or jurisdiction of incorporation or organization of the issuing entity and the bond issuers)
 
 
 
 
 
 
 
 
 
76 South Main Street
Akron, OH
(Address of principal executive offices of the issuing entity and the bond issuers)
44308
(zip code)
 
 
 
 
(800)736-3402
 
 
 
 
(Issuing entity’s and bond issuers’ telephone number, including area code)
 
 

 
 
Registered/reporting pursuant to
(check one)
 
Name of
exchange
(If Section 12(b))
Title of Class
 
Section 12(b)
 
Section 12(g)
 
Section 15(d)
 
2013 Pass-Through Trust Certificates, Tranche A-1
 
 
 
 
 
X
 
 
2013 Pass-Through Trust Certificates, Tranche A-2
 
 
 
 
 
X
 
 
2013 Pass-Through Trust Certificates, Tranche A-3
 
 
 
 
 
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







PART I - DISTRIBUTION INFORMATION
Item 1. Distribution and Pool Performance Information.
The response to Item 1 is set forth in part herein and in part in Exhibits 99.1, 99.2, 99.3 and 99.4.
The record date for distributions (i.e., the interest and scheduled principal payments) described in Exhibit 99.1 is July 14, 2014.
Introductory and explanatory information regarding the material terms, parties and distributions described in Exhibit 99.1 is included in the Prospectus Supplement relating to the 2013 Pass-Through Trust Certificates (the “2013 Trust Certificates”) issued by FirstEnergy Ohio PIRB Special Purpose Trust 2013 (the “Issuing Entity”), dated June 12, 2013, and related Prospectus, dated June 7, 2013, of CEI Funding LLC (“CEI Funding”), OE Funding LLC (“OE Funding”), TE Funding LLC (“TE Funding”) and FirstEnergy Ohio PIRB Special Purpose Trust 2013 (the “Issuing Entity”) filed with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b)(2) of the Securities Act of 1933, as amended, on June 13, 2013.
As indicated in Exhibit 99.1, all required interest and scheduled principal payments on the 2013 Trust Certificates have been made with respect to the July 15, 2014 distribution date.
PART II - OTHER INFORMATION
Item 2. Legal Proceedings.
On June 18, 2014, a civil complaint was filed in the State Supreme Court of New York County, New York, by a group of institutional investors against U.S. Bank National Association (“U.S. Bank”), in its capacity as trustee or successor trustee (as the case may be) under certain residential mortgage backed securities ("RMBS") trusts. The plaintiffs are investment funds formed by nine investment advisors (AEGON, BlackRock, Brookfield, DZ Bank, Kore, PIMCO, Prudential, Sealink and TIAA) that purport to be bringing suit derivatively on behalf of themselves and other securityholders in 841 RMBS trusts that issued $771 billion in original principal amount of securities between 2004 and 2008. According to the plaintiffs, cumulative losses for these RMBS trusts equal $92.4 billion as of the date of the complaint. The complaint is one of six similar complaints filed against RMBS trustees (Deutsche Bank, Citibank, HSBC, Bank of New York Mellon and Wells Fargo) by certain of these plaintiffs. The complaint against U.S. Bank alleges the trustee caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers for these RMBS trusts and states causes of action based upon the trustee's failure to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties concerning loan quality. The complaint also alleges that the trustee failed to notify securityholders of events of default caused by breaches by mortgage loan servicers and that the trustee failed to abide by appropriate standards of care following events of default. Relief sought includes money damages in an unspecified amount and other equitable relief. Other cases alleging similar causes of action have also been filed against U.S. Bank and other trustees by RMBS investors in other transactions.
There can be no assurances as to the outcome of the litigation, or the possible impact of the litigation on the trustee or the RMBS trusts. However, U.S. Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors and that it has meritorious defenses, and it intends to contest plaintiffs’ claims vigorously.
Item 3. Sales of Securities and Use of Proceeds.
None.
Item 4. Defaults Upon Senior Securities.
Omitted pursuant to General Instruction C of Form 10-D.
Item 5. Submission of Matters to a Vote of Security Holders.
Omitted pursuant to General Instruction C of Form 10-D.
Item 6. Significant Obligors of Pool Assets.
Omitted pursuant to General Instruction C of Form 10-D.
Item 7. Significant Enhancement Provider Information.
Omitted pursuant to General Instruction C of Form 10-D.
Item 8. Other Information.
Omitted pursuant to General Instruction C of Form 10-D.
Item 9. Exhibits.
 
(a)
Documents filed as a part of this report (exhibits marked with an asterisk are filed herewith):
 
*99.1
 
Semi-annual Statement of FirstEnergy Ohio PIRB Special Purpose Trust 2013 pursuant to Section 4.03 of the Certificate Indenture dated July 15, 2014, relating to the 2013 Trust Certificates.
*99.2
 
Semi-annual Servicer's Certificate of The Cleveland Electric Illuminating Company dated July 15, 2014, relating to the bonds of CEI Funding LLC, which were issued June 20, 2013.
*99.3
 
Semi-annual Servicer's Certificate of Ohio Edison Company dated July 15, 2014, relating to the bonds of OE Funding LLC, which were issued June 20, 2013.
*99.4
 
Semi-annual Servicer's Certificate of The Toledo Edison Company dated July 15, 2014, relating to the bonds of TE Funding LLC, which were issued June 20, 2013.
 
(b)
Exhibits required by this Form and Item 601 of Regulation S-K (exhibits marked with an asterisk are filed herewith):
 
3.1
 
Amended and Restated Limited Liability Company Agreement of CEI Funding LLC, dated June 20, 2013 (incorporated by reference to Exhibit 3.1 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
 

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3.2
 
Amended and Restated Limited Liability Company Agreement of OE Funding LLC, dated June 20, 2013 (incorporated by reference to Exhibit 3.2 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
 
3.3
 
Amended and Restated Limited Liability Company Agreement of TE Funding LLC, dated June 20, 2013 (incorporated by reference to Exhibit 3.3 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
 
4.1
 
Certificate Indenture, dated as of June 20, 2013, between FirstEnergy Ohio PIRB Special Purpose Trust 2013, and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
 
4.2
 
Amended and Restated Declaration of Trust of FirstEnergy Ohio PIRB Special Purpose Trust 2013 among CEI Funding LLC, OE Funding LLC and TE Funding LLC, acting jointly as Settlors, and U.S. Bank Trust National Association, as Delaware Trustee and The Cleveland Electric Illuminating Company, Ohio Edison Company and The Toledo Edison Company, as Administrative Trustee, dated as of June 20, 2013 (incorporated by reference to Exhibit 4.2 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
 
4.3
 
Bond Indenture, dated as of June 20, 2013, between CEI Funding LLC and U.S. Bank National Association (incorporated by reference to Exhibit 4.3 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
 
4.4
 
Bond Indenture, dated as of June 20, 2013, between OE Funding LLC and U.S. Bank National Association (incorporated by reference to Exhibit 4.4 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
 
4.5
 
Bond Indenture, dated as of June 20, 2013, between TE Funding LLC and U.S. Bank National Association (incorporated by reference to Exhibit 4.5 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
 
4.6
 
Form of Pass-Through Trust Certificates (contained in Exhibit 4.1).
 
 
 
4.7
 
Form of CEI Funding LLC Bonds (contained in Exhibit 4.3).
 
 
 
4.8
 
Form of OE Funding LLC Bonds (contained in Exhibit 4.4).
 
 
 
4.9
 
Form of TE Funding LLC Bonds (contained in Exhibit 4.5).
 
 
 
10.1
 
Fee and Indemnity Agreement, dated as of June 20, 2013, among CEI Funding LLC, OE Funding LLC, TE Funding LLC, U.S. Bank National Association, U.S. Bank Trust National Association and FirstEnergy Ohio PIRB Special Purpose Trust 2013 (incorporated by reference to Exhibit 10.1 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
 
10.2
 
Cross-Indemnity Agreement, dated as of June 20, 2013, among CEI Funding LLC, OE Funding LLC and TE Funding LLC (incorporated by reference to Exhibit 10.2 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).

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10.3
 
Administration Agreement, dated as of June 20, 2013, between CEI Funding LLC and The Cleveland Electric Illuminating Company (incorporated by reference to Exhibit 10.3 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
 
10.4
 
Administration Agreement, dated as of June 20, 2013, between OE Funding LLC and Ohio Edison Company (incorporated by reference to Exhibit 10.4 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
10.5
 
Administration Agreement, dated as of June 20, 2013, between TE Funding LLC and The Toledo Edison Company (incorporated by reference to Exhibit 10.5 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
10.6
 
Bond Purchase Agreement, dated as of June 20, 2013, between CEI Funding LLC and FirstEnergy Ohio PIRB Special Purpose Trust 2013 (incorporated by reference to Exhibit 10.6 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
10.7
 
Bond Purchase Agreement, dated as of June 20, 2013, between OE Funding LLC and FirstEnergy Ohio PIRB Special Purpose Trust 2013 (incorporated by reference to Exhibit 10.7 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
10.8
 
Bond Purchase Agreement, dated as of June 20, 2013, between TE Funding LLC and FirstEnergy Ohio PIRB Special Purpose Trust 2013 (incorporated by reference to Exhibit 10.8 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
10.9
 
Phase-In-Recovery Property Purchase and Sale Agreement, dated as of June 20, 2013 between CEI Funding LLC and The Cleveland Electric Illuminating Company (incorporated by reference to Exhibit 10.9 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 

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10.10
 
Phase-In-Recovery Property Purchase and Sale Agreement, dated as of June 20, 2013, between OE Funding LLC and Ohio Edison Company (incorporated by reference to Exhibit 10.10 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
 
10.11
 
Phase-In-Recovery Property Purchase and Sale Agreement, dated as of June 20, 2013, between TE Funding LLC and The Toledo Edison Company (incorporated by reference to Exhibit 10.11 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
10.12
 
Phase-In-Recovery Property Servicing Agreement, dated as of June 20, 2013, between CEI Funding LLC and The Cleveland Electric Illuminating Company (incorporated by reference to Exhibit 10.12 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
 
10.13
 
Phase-In-Recovery Property Servicing Agreement, dated as of June 20, 2013, between OE Funding LLC and Ohio Edison Company (incorporated by reference to Exhibit 10.13 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
10.14
 
Phase-In-Recovery Property Servicing Agreement, dated as of June 20, 2013, between TE Funding LLC and The Toledo Edison Company (incorporated by reference to Exhibit 10.14 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
 
*99.1
 
Semi-annual Statement of FirstEnergy Ohio PIRB Special Purpose Trust 2013 pursuant to Section 4.03 of the Certificate Indenture dated July 15, 2014, relating to the 2013 Trust Certificates.
 
 
 
*99.2
 
Semi-annual Servicer's Certificate of The Cleveland Electric Illuminating Company dated July 15, 2014, relating to the bonds of CEI Funding LLC, which were issued June 20, 2013.
 
 
 
*99.3
 
Semi-annual Servicer's Certificate of Ohio Edison Company dated July 15, 2014, relating to the bonds of OE Funding LLC, which were issued June 20, 2013.
 
 
 
*99.4
 
Semi-annual Servicer's Certificate of The Toledo Edison Company dated July 15, 2014, relating to the bonds of TE Funding LLC, which were issued June 20, 2013.

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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.
 


 
 
FIRSTENERGY OHIO PIRB SPECIAL PURPOSE TRUST 2013
 
 
(Issuing entity)
 
 
 
 
   By: THE CLEVELAND ELECTRIC ILLUMINATING COMPANY, as Servicer
 
 
            OHIO EDISON COMPANY, as Servicer
 
 
            THE TOLEDO EDISON COMPANY, as Servicer
 
 
 
 
 
By: /s/ K. Jon Taylor
 
 
K. Jon Taylor
Vice President, Controller and
Chief Accounting Officer


Date: July 30, 2014


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EXHIBIT INDEX
 
*99.1
 
Semi-annual Statement of FirstEnergy Ohio PIRB Special Purpose Trust 2013 pursuant to Section 4.03 of the Certificate Indenture dated July 15, 2014, relating to the 2013 Trust Certificates.
*99.2
 
Semi-annual Servicer's Certificate of The Cleveland Electric Illuminating Company dated July 15, 2014, relating to the bonds of CEI Funding LLC, which were issued June 20, 2013.
*99.3
 
Semi-annual Servicer's Certificate of Ohio Edison Company dated July 15, 2014, relating to the bonds of OE Funding LLC, which were issued June 20, 2013.
*99.4
 
Semi-annual Servicer's Certificate of The Toledo Edison Company dated July 15, 2014, relating to the bonds of TE Funding LLC, which were issued June 20, 2013.




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