10-D 7/30/14

0001578443-14-000014.txt : 20140730 0001578443-14-000014.hdr.sgml : 20140730 20140730160213 ACCESSION NUMBER: 0001578443-14-000014 CONFORMED SUBMISSION TYPE: 10-D PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20140715 0001573334 0000020947 FILED AS OF DATE: 20140730 DATE AS OF CHANGE: 20140730 Debt Securities FILER: COMPANY DATA: COMPANY CONFORMED NAME: FirstEnergy Ohio PIRB Special Purpose Trust 2013 CENTRAL INDEX KEY: 0001578443 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 466795854 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-D SEC ACT: 1934 Act SEC FILE NUMBER: 333-187692-06 FILM NUMBER: 141002873 BUSINESS ADDRESS: STREET 1: C/O U.S. BANK TRUST, N.A., AS DE TRUSTEE STREET 2: 190 S. LASALLE STREET, 7TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 312-332-7496 MAIL ADDRESS: STREET 1: C/O U.S. BANK TRUST, N.A., AS DE TRUSTEE STREET 2: 190 S. LASALLE STREET, 7TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CEI Funding LLC CENTRAL INDEX KEY: 0001573334 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 461367273 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-D SEC ACT: 1934 Act SEC FILE NUMBER: 333-187692-03 FILM NUMBER: 141002876 BUSINESS ADDRESS: STREET 1: 76 SOUTH MAIN STREET CITY: AKRON STATE: OH ZIP: 44308 BUSINESS PHONE: 800-736-3402 MAIL ADDRESS: STREET 1: 76 SOUTH MAIN STREET CITY: AKRON STATE: OH ZIP: 44308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOLEDO EDISON CO CENTRAL INDEX KEY: 0000352049 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 344375005 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-D SEC ACT: 1934 Act SEC FILE NUMBER: 001-03583 FILM NUMBER: 141002877 BUSINESS ADDRESS: STREET 1: 76 SOUTH MAIN STREET STREET 2: C/O FIRSTENERGY CORP. CITY: AKRON STATE: OH ZIP: 44308-1890 BUSINESS PHONE: 330-761-7837 MAIL ADDRESS: STREET 1: 76 SOUTH MAIN STREET STREET 2: C/O FIRSTENERGY CORP. CITY: AKRON STATE: OH ZIP: 44308-1890 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OHIO EDISON CO CENTRAL INDEX KEY: 0000073960 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 340437786 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-D SEC ACT: 1934 Act SEC FILE NUMBER: 001-02578 FILM NUMBER: 141002878 BUSINESS ADDRESS: STREET 1: 76 SOUTH MAIN STREET STREET 2: C/O FIRSTENERGY CORP. CITY: AKRON STATE: OH ZIP: 44308-1890 BUSINESS PHONE: 330-761-7837 MAIL ADDRESS: STREET 1: 76 SOUTH MAIN STREET STREET 2: C/O FIRSTENERGY CORP. CITY: AKRON STATE: OH ZIP: 44308-1890 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLEVELAND ELECTRIC ILLUMINATING CO CENTRAL INDEX KEY: 0000020947 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 340150020 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-D SEC ACT: 1934 Act SEC FILE NUMBER: 001-02323 FILM NUMBER: 141002879 BUSINESS ADDRESS: STREET 1: 76 SOUTH MAIN STREET STREET 2: C/O FIRSTENERGY CORP. CITY: AKRON STATE: OH ZIP: 44308-1890 BUSINESS PHONE: 330-761-7837 MAIL ADDRESS: STREET 1: 76 SOUTH MAIN STREET STREET 2: C/O FIRSTENERGY CORP. CITY: AKRON STATE: OH ZIP: 44308-1890 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TE Funding LLC CENTRAL INDEX KEY: 0001573279 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 461367453 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-D SEC ACT: 1934 Act SEC FILE NUMBER: 333-187692-04 FILM NUMBER: 141002874 BUSINESS ADDRESS: STREET 1: 76 SOUTH MAIN STREET CITY: AKRON STATE: OH ZIP: 44308 BUSINESS PHONE: 800-736-3402 MAIL ADDRESS: STREET 1: 76 SOUTH MAIN STREET CITY: AKRON STATE: OH ZIP: 44308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OE Funding LLC CENTRAL INDEX KEY: 0001573352 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 461367425 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-D SEC ACT: 1934 Act SEC FILE NUMBER: 333-187692-01 FILM NUMBER: 141002875 BUSINESS ADDRESS: STREET 1: 76 SOUTH MAIN STREET CITY: AKRON STATE: OH ZIP: 44308 BUSINESS PHONE: 800-736-3402 MAIL ADDRESS: STREET 1: 76 SOUTH MAIN STREET CITY: AKRON STATE: OH ZIP: 44308 10-D 1 a10-d73014.htm 10-D 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)	Name of exchange (If Section 12(b))
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).



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).




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).



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.

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

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.

EX-99.1 2 a991exhibit-pirbtrust.htm EXHIBIT - PIRB TRUST 99.1 EXHIBIT - PIRB TRUST



FirstEnergy Ohio PIRB Special Purpose Trust 2013 Statements
Dated as of July 15, 2014
Pursuant to Section 4.03 of the Certificate Indenture
For the Distribution Period January 16, 2014 through July 15, 2014

(i) the amount of such distribution to Holders of Certificates allocable to (A) principal and (B) interest in respect of the Bonds of each Bond Issuer, in each case per $1,000 Original Principal Amount of each Tranche of Certificates;
A) Semiannual Principal
	CEI Funding LLC						OE Funding LLC						TE Funding LLC						FirstEnergy Ohio PIRB Special Purpose Trust 2013
			Aggregate		Per $1000 of Original				Aggregate		Per $1000 of Original				Aggregate		Per $1000 of Original				Aggregate		Per $1000 of Original
			Aggregate		Principal Amount						Principal Amount				Aggregate		Principal Amount				Aggregate		Principal Amount
	i.	Tranche A-1 Bond	$	15,917,454.00	$	219.54	i.	Tranche A-1 Bond	$ 14,785,850.00		$ 414.29		i.	Tranche A-1 Bond	$ 590,384.00		$ 156.27		i.	Tranche A-1 Bond	$ 31,293,688.00		$ 279.48
	ii.	Tranche A-2 Bond	$ -				ii.	Tranche A-2 Bond	$ -				ii.	Tranche A-2 Bond	$ -				ii.	Tranche A-2 Bond	$ -
	iii.	Tranche A-3 Bond	$ -				iii.	Tranche A-3 Bond	$ -				iii.	Tranche A-3 Bond	$ -				iii.	Tranche A-3 Bond	$ -
	iv.	Total Semiannual Principal:	$ 15,917,454.00				iv.	Total Semiannual Principal:	$	14,785,850.00			iv.	Total Semiannual Principal:	$	590,384.00			iv.	Total Semiannual Principal:	$	31,293,688.00
B) Semiannual Interest
	CEI Funding LLC						OE Funding LLC						TE Funding LLC						FirstEnergy Ohio PIRB Special Purpose Trust 2013
			Aggregate		Per $1000 of Original				Aggregate		Per $1000 of Original				Aggregate		Per $1000 of Original				Aggregate		Per $1000 of Original
					Interest Amount				Aggregate		Interest Amount				Aggregate		Interest Amount				Aggregate		Interest Amount
	i.	Tranche A-1 Bond	$	197,946.55	$	2.73	i.	Tranche A-1 Bond	$	77,444.09	$	2.17	i.	Tranche A-1 Bond	$	11,497.67	$	3.04	i.	Tranche A-1 Bond	$ 286,888.32		$	2.56
	ii.	Tranche A-2 Bond	$	486,585.29	$	8.63	ii.	Tranche A-2 Bond	$	88,043.26	$	8.63	ii.	Tranche A-2 Bond	$	33,510.29	$	8.63	ii.	Tranche A-2 Bond	$ 608,138.84		$	5.43
	iii.	Tranche A-3 Bond	$	1,779,510.00	$	17.25	iii.	Tranche A-3 Bond	$	2,132,307.00	$	17.25	iii.	Tranche A-3 Bond	$	616,014.75	$	17.25	iii.	Tranche A-3 Bond	$ 4,527,831.75		$	40.44
	iv.	Total Semiannual Interest:	$	2,464,041.84			iv.	Total Semiannual Interest:	$	2,297,794.35			iv.	Total Semiannual Interest:	$	661,022.71			iv.	Total Semiannual Interest:	$ 5,422,858.91

(ii) any amounts on deposit in the Excess Funds Subaccount of each Bond Issuer as of such date, after giving effect to the payments and deposits to be made on such date;								CEI Funding LLC	$ -					OE Funding LLC	$534,808.91					TE Funding LLC	$ -

(iii) the aggregate outstanding principal balance of the Certificates in respect of the Bonds of each Bond Issuer, after giving effect to payments allocated to principal reported under (i) above;

CEI Funding LLC

OE Funding LLC

TE Funding LLC

FirstEnergy Ohio PIRB Special Purpose Trust 2013

Principal Balance Outstanding:

Tranche A-1 Principal Balance Outstanding Bond:

$42,387,863.00

Tranche A-1 Principal Balance Outstanding Bond:

$8,025,369.99

Tranche A-1 Principal Balance Outstanding Bond:

$2,796,264.79

Tranche A-1 Principal Balance Outstanding Bond:

$53,209,497.78

ii.

Tranche A-2 Principal Balance Outstanding Bond:

$56,383,000.00

ii.

Tranche A-2 Principal Balance Outstanding Bond:

$10,202,000.00

ii.

Tranche A-2 Principal Balance Outstanding Bond:

$3,883,000.00

ii.

Tranche A-2 Principal Balance Outstanding Bond:

$70,468,000.00

iii.

Tranche A-3 Principal Balance Outstanding Bond:

$103,160,000.00

iii.

Tranche A-3 Principal Balance Outstanding Bond:

$123,612,000.00

iii.

Tranche A-3 Principal Balance Outstanding Bond:

$35,711,000.00

iii.

Tranche A-3 Principal Balance Outstanding Bond:

$262,483,000.00

iv.

Total Bond Principal Balance:

$201,930,863.00

iv.

Total Bond Principal Balance:

$141,839,369.99

iv.

Total Bond Principal Balance:

$42,390,264.79

iv.

Total Bond Principal Balance:

$386,160,497.78

(iv) the difference, if any, between the aggregate outstanding principal balance of the Certificates scheduled to be outstanding on such date according to the Expected Amortization Schedule and the same information in respect of the Bonds of each Bond Issuer.

CEI Funding LLC

$ -

OE Funding LLC

$ -

TE Funding LLC

$ -

(v) the amount on deposit in the Capital Subaccount for each Bond Issuer as of such date, after giving effect to the payments and deposits to be made on such date, and the Required Capital Level for each Bond Issuer;

Balance After Payment

Required Capital Level

Balance After Payment

Required Capital Level

Balance After Payment

Required Capital Level

CEI Funding LLC

$1,077,954.98

$1,160,230.00

OE Funding LLC

$847,520.00

TE Funding LLC

$684,901.45

$759,010.00

(vi) the amount paid by each Bond Issuer, or by the Servicer on behalf of a Bond Issuer, to each of the Bond Trustees and the Delaware Trustee and Certificate Trustee since the previous payment date to and including such payment date;

CEI Funding LLC

$ -

OE Funding LLC

$ -

TE Funding LLC

$ -

(vii) the amount paid by each Bond Issuer, or by the Servicer on behalf of a Bond Issuer, to the related Servicer since the previous payment date to and including such payment date;

CEI Funding LLC

116,023.00

OE Funding LLC

84,752.00

TE Funding LLC

21,686.00

(viii) the amount paid by each Bond Issuer, or by the Servicer on behalf of a Bond Issuer, to the related Administrator since the previous payment date to and including such payment date; and

CEI Funding LLC

26,077.00

OE Funding LLC

19,048.50

TE Funding LLC

4,874.00

(ix) any other transfers and payments made pursuant to each Bond Indenture since the previous payment date.

CEI Funding LLC

104,567.36

OE Funding LLC

121,451.35

TE Funding LLC

31,342.49

In providing the foregoing statement, the Certificate Trustee may rely upon the statements provided by any Bond Trustee pursuant to Section 6.06 of the Bond Indentures (such statements prepared by the Servicers and provided to the Bond Trustee). The Certificate Trustee shall distribute each report distributed to Holders to the Rating Agencies.

EX-99.2 3 a992exhibit-ceifunding.htm EXHIBIT - CEI FUNDING 99.2 EXHIBIT - CEI FUNDING




CEI FUNDING LLC SEMIANNUAL SERVICER CERTIFICATE

Pursuant to Section 4.01(d)(iii) of the Phase-In-Recovery Property Servicing Agreement, dated as of June 20, 2013 (the “Servicing Agreement”), between The Cleveland Electric Illuminating Company, as servicer and CEI Funding LLC, the Servicer does hereby certify, for the Current Payment Date, as follows:

Capitalized terms used herein have their respective meanings as set forth in the Servicing Agreement. References herein to certain sections and subsections are references to the respective sections of the Servicing Agreement.
1. Phase-In-Recovery Charge Collections and Aggregate Amounts Available for the Current Payment Date:

	i.	January Partial Amount Remitted:	$	1,904,477.72
	ii.	February Amount Remitted:	$	3,652,065.56
	iii.	March Amount Remitted:	$	3,298,396.47
	iv.	April Amount Remitted:	$	3,421,777.52
	v.	May Amount Remitted:	$	2,721,607.00
	vi.	June Amount Remitted:	$	2,436,989.49
	vii.	July Partial Amount Remitted:	$	1,353,404.40
	viii.	Total Amount Remitted for this Period January 16, 2014 through July 15, 2014 (sum of i. through vii. above):	$	18,788,716.16
	ix.	Net Earnings on Subaccounts:	$	326.41
	x.	Expenses Paid to Date:	$ -
	xi.	General Subaccount Balance Before Current Payment is Made (sum of viii. and ix. above minus x.):	$	18,789,042.57
	xii.	Excess Funds Subaccount Balance Before Current Payment is Made:	$ -
	xiii.	Capital Subaccount Balance Before Current Payment is Made:	$	917,075.61
	xiv.	Collection Account Balance (sum of xi. Through xiii. Above):	$	19,706,118.18

2. Outstanding Principal Balance as of Prior Payment Date by Tranche:
	i.	Tranche A-1 Principal Balance Outstanding Bond:	$	58,305,317.00
	ii.	Tranche A-2 Principal Balance Outstanding Bond:	$	56,383,000.00
	iii.	Tranche A-3 Principal Balance Outstanding Bond:	$	103,160,000.00
	iv.	Total Bond Principal Balance:	$	217,848,317.00

3. Required Funding/Payments as of Current Payment Date:




a) Projected Payments and Resulting Principal Balances
			Projected		Semiannual
			Principal Balance		Principal Due
	i.	Tranche A-1 Bond	$	42,387,863.00	$	15,917,454.00
	ii.	Tranche A-2 Bond	$	56,383,000.00	$ -
	iii	Tranche A-3 Bond	$	103,160,000.00	$ -
	iv.	Total Projected Principal Amount:	$	201,930,863.00	$	15,917,454.00

b) Required Interest Payments
			Bond		Days in		Interest
			Interest Rate		Applicable Period		Due
	i.	Tranche A-1 Bond	0.6790%		180		$	197,946.55
	ii.	Tranche A-2 Bond	1.7260%		180		$	486,585.29
	iii.	Tranche A-3 Bond	3.4500%		180		$	1,779,510.00
	iv.	Total Required Interest Amount:					$	2,464,041.84

c) Projected Subaccount Payments and Levels
Subaccount:			Required Capital Level		Funding Required
	i.	Capital Subaccount:	$	1,160,230.00	$	243,154.39
	ii	Total Subaccount Levels:	$	1,160,230.00	$ -

4. Allocation of Remittances as of Current Payment Date Pursuant to Section 8.02(e) of Bond Indenture:

a) Semiannual Expenses
Net Expense Amount (Payable on Current Payment Date):
	i.	Bond, Delaware and Certificate Trustee Fees and Expenses allocable to Bond Issuer:	$ -
	ii.	Semiannual Servicing Fee:	$	116,023.00
	iii.	Semiannual Administration Fee:	$	26,077.00
	iv.	Operating Expenses:	$	54,536.55
	v.	CAT Tax:	$	50,030.81
	vi.	Total Expenses:	$	246,667.36

b) Semiannual Interest
			Aggregate		Per $1000 of Original
					Principal Amount
	i.	Tranche A-1 Bond	$	197,946.55	$	2.73
	ii.	Tranche A-2 Bond	$	486,585.29	$	8.63
	iii.	Tranche A-3 Bond	$	1,779,510.00	$	17.25
	iv.	Total Semiannual Interest:	$	2,464,041.84

c) Semiannual Principal

Aggregate

Per $1000 of Original

Principal Amount

Tranche A-1 Bond

15,917,454.00

219.54

ii.

Tranche A-2 Bond

$ -

iii.

Tranche A-3 Bond

$ -

iv.

Total Semiannual Principal:

15,917,454.00

d) Other Payments

Trustee Operating Expenses (in excess of [$100,000]):

$ -

ii.

Unpaid Operating Expenses:

$ -

iii.

Funding of Capital Subaccount (to required Capital Levels):

160,879.37

iv.

Unpaid and Accrued Return on Capital Account:

$ -

Return on Capital Account:

$ -

vi.

Reimbursement of Servicer of Certain Indemnity Amounts Paid to Trustee:

$ -

vii.

Deposits to Excess Funds Subaccount:

$ -

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):

a) Principal Balance Outstanding:

Tranche A-1 Principal Balance Outstanding Bond:

42,387,863.00

ii.

Tranche A-2 Principal Balance Outstanding Bond:

56,383,000.00

iii.

Tranche A-3 Principal Balance Outstanding Bond:

103,160,000.00

iv.

Total Bond Principal Balance:

201,930,863.00

b) Collection Account Balances:

Balance After Payment Date

Capital Subaccount

1,077,954.98

ii.

Excess Funds Subaccount:

iii.

Total Subaccount Balance:

1,077,954.98

6. Subaccount Draws as of Current Payment Date (if applicable, pursuant to Section 8.02(f) of Bond Indenture):

Capital Subaccount:

$ -

ii.

Excess Funds Subaccount:

$ -

iii.

Total Subaccount Draws:

$ -

7. Shortfalls in Interest and Principal Payments as of Current Payment Date (if applicable):

a) Semiannual Interest Shortfall

Tranche A-1 Bond

$ -

ii.

Tranche A-2 Bond

$ -

iii.

Tranche A-3 Bond

$ -

iv.

Total Semiannual Interest Shortfall:

$ -

b) Semiannual Principal Shortfall

Tranche A-1 Bond

$ -

ii.

Tranche A-2 Bond

$ -

iii.

Tranche A-3 Bond

$ -

iv.

Total Semiannual Principal Shortfall:

$ -

8. Shortfalls in Required Subaccount Levels as of Current Payment Date:

Capital Subaccount:

(82,275.02

)

ii.

Total Subaccount Shortfalls:

(82,275.02

)

The remainder of this page was intentionally left blank.

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Semiannual Servicer Certificate this 15th day of July, 2014

THE CLEVELAND ELECTRIC ILLUMINATING COMPANY, as Servicer

By: /s/

Steven R. Staub

Name: Steven R. Staub

Title: Vice President and Treasurer

EX-99.3 4 a993exhibit-oefunding.htm EXHIBIT - OE FUNDING 99.3 EXHIBIT - OE FUNDING




OE FUNDING LLC SEMIANNUAL SERVICER CERTIFICATE

Pursuant to Section 4.01(d)(iii) of the Phase-In-Recovery Property Servicing Agreement, dated as of June 20, 2013 (the “Servicing Agreement”), between Ohio Edison Company, as servicer and OE Funding LLC, the Servicer does hereby certify, for the Current Payment Date, as follows:

Capitalized terms used herein have their respective meanings as set forth in the Servicing Agreement. References herein to certain sections and subsections are references to the respective sections of the Servicing Agreement.
1. Phase-In-Recovery Charge Collections and Aggregate Amounts Available for the Current Payment Date:

	i.	January Partial Amount Remitted:	$	1,894,351.57
	ii.	February Amount Remitted:	$	3,619,373.55
	iii.	March Amount Remitted:	$	2,993,854.89
	iv.	April Amount Remitted:	$	3,284,447.60
	v.	May Amount Remitted:	$	2,446,110.37
	vi.	June Amount Remitted:	$	2,177,918.21
	vii.	July Partial Amount Remitted:	$	1,199,778.10
	viii.	Total Amount Remitted for this Period January 16, 2014 through July 15, 2014 (sum of i. through vii. above):	$	17,615,834.29
	ix.	Net Earnings on Collection Account:	$	316.46
	x.	Expenses Paid to Date:	$ -
	xi.	General Subaccount Balance (sum of viii. and ix. above minus x.):	$	17,616,150.75
	xii.	Excess Funds Subaccount Balance Before Current Payment is Made:	$	227,554.37
	xiii.	Capital Subaccount Balance Before Current Payment is Made:	$	847,520.00
	xiv.	Collection Account Balance (sum of xi. Through xiii. Above):	$	18,691,225.12

2. Outstanding Principal Balance as of Prior Payment Date by Tranche:
	i.	Tranche A-1 Principal Balance Outstanding Bond:	$	22,811,219.99
	ii.	Tranche A-2 Principal Balance Outstanding Bond:	$	10,202,000.00
	iii.	Tranche A-3 Principal Balance Outstanding Bond:	$	123,612,000.00
	iv.	Total Bond Principal Balance:	$	156,625,219.99

3. Required Funding/Payments as of Current Payment Date:



a) Projected Principal Balances and Payments
			Projected		Semiannual
			Principal Balance		Principal Due
	i.	Tranche A-1 Bond	$	8,025,369.99	$	14,785,850.00
	ii.	Tranche A-2 Bond	$	10,202,000.00	$ -
	iii	Tranche A-3 Bond	$	123,612,000.00	$ -
	iv.	Total Projected Principal Amount:	$	141,839,369.99	$	14,785,850.00

b) Required Interest Payments
			Bond		Days in		Interest
			Interest Rate		Applicable Period		Due
	i.	Tranche A-1 Bond	0.6790%		180		$	77,444.09
	ii.	Tranche A-2 Bond	1.7260%		180		$	88,043.26
	iii.	Tranche A-3 Bond	3.4500%		180		$	2,132,307.00
	iv.	Total Required Interest Amount:					$	2,297,794.35

c) Projected Subaccount Payments and Levels
Subaccount			Required Capital Level		Funding Required
	i.	Capital Subaccount:	$	847,520.00	$ -
	ii.	Total Subaccount Payments and Levels:	$	847,520.00	$ -

4. Allocation of Remittances as of Current Payment Date Pursuant to Section 8.02(f) of Bond Indenture:

a) Semiannual Expenses
Net Expense Amount (Payable on Current Payment Date):
	i.	Bond, Delaware and Certificate Trustee Fees and Expenses allocable to Bond Issuer:	$ -
	ii.	Semiannual Servicing Fee:	$	84,752.00
	iii.	Semiannual Administration Fee:	$	19,048.50
	iv.	Operating Expenses (subject to Cap):	$	45,678.90
	v.	CAT Tax:	$	46,744.89
	vi.	Total Expenses:	$	196,224.29

b) Semiannual Interest
			Aggregate		Per $1000 of Original
					Principal Amount
	i.	Tranche A-1 Bond	$	77,444.09	$	2.17
	ii.	Tranche A-2 Bond	$	88,043.26	$	8.63
	iii.	Tranche A-3 Bond	$	2,132,307.00	$	17.25
	iv.	Total Semiannual Interest:	$	2,297,794.35

c) Semiannual Principal
			Aggregate		Per $1000 of Original
					Principal Amount
	i.	Tranche A-1 Bond	$	14,785,850.00	$	414.29
	ii.	Tranche A-2 Bond	$ -
	iii.	Tranche A-3 Bond	$ -

iv.

Total Semiannual Principal:

14,785,850.00

d) Other Payments

Trustee Operating Expenses (in excess of [$100,000]):

$ -

ii.

Unpaid Operating Expenses:

$ -

iii.

Funding of Capital Subaccount (to required Capital Levels):

$ -

iv.

Unpaid and Accrued Return on Capital:

$ -

Return on Capital Account:

29,027.56

vi.

Reimbursement of Servicer of Certain Indemnity Amounts Paid to Trustee:

$ -

vii.

Deposits to Excess Funds Subaccount:

307,254.55

5. Outstanding Principal Balance and Collection Account Balance as of Current Payment Date (after giving effect to payments to be made on such distribution date):

a) Principal Balance Outstanding:

Tranche A-1 Principal Balance Outstanding Bond:

8,025,369.99

ii.

Tranche A-2 Principal Balance Outstanding Bond:

10,202,000.00

iii.

Tranche A-3 Principal Balance Outstanding Bond:

123,612,000.00

iv.

Total Bond Principal Balance:

141,839,369.99

b) Collection Account Balances:

Balance After Payment

Capital Subaccount

847,520.00

ii.

Excess Funds Subaccount:

534,808.91

iii.

Total Subaccount Balance:

1,382,328.91

6. Subaccount Draws as of Current Payment Date (if applicable, pursuant to Section 8.02(f) of Bond Indenture):

Capital Subaccount:

$ -

ii.

Excess Funds Subaccount:

$ -

iii.

Total Subaccount Draws:

$ -

7. Shortfalls in Interest and Principal Payments as of Current Payment Date (if applicable):

a) Semiannual Interest Shortfall

Tranche A-1 Bond

$ -

ii.

Tranche A-2 Bond

$ -

iii.

Tranche A-3 Bond

$ -

iv.

Total Semiannual Interest Shortfall:

$ -

b) Semiannual Principal Shortfall

Tranche A-1 Bond

$ -

ii.

Tranche A-2 Bond

$ -

iii.

Tranche A-3 Bond

$ -

iv.

Total Semiannual Principal Shortfall:

$ -

8. Shortfalls in Required Subaccount Levels as of Current Distribution Date:

Capital Subaccount:

$ -

ii.

Total Subaccount Shortfalls:

$ -

The remainder of this page was intentionally left blank.

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Semiannual Servicer Certificate this 15th day of July, 2014

OHIO EDISON COMPANY, as Servicer

By:

/s/ Steven R. Staub

Name: Steven R. Staub

Title: Vice President and Treasurer

EX-99.4 5 a994exhibit-tefunding.htm EXHIBIT - TE FUNDING 99.4 EXHIBIT - TE FUNDING




TE FUNDING LLC SEMIANNUAL SERVICER CERTIFICATE

Pursuant to Section 4.01(d)(iii) of the Phase-In-Recovery Property Servicing Agreement, dated as of June 20, 2013 (the “Servicing Agreement”), between The Toledo Edison Company, as servicer and TE Funding LLC, the Servicer does hereby certify, for the Current Payment Date, as follows:

Capitalized terms used herein have their respective meanings as set forth in the Servicing Agreement. References herein to certain sections and subsections are references to the respective sections of the Servicing Agreement.
1. Phase-In-Recovery Charge Collections and Aggregate Amounts Available for the Current Payment Date:

	i.	January Partial Amount Remitted:	$	79,228.31
	ii.	February Amount Remitted:	$	247,804.50
	iii.	March Amount Remitted:	$	205,233.03
	iv.	April Amount Remitted:	$	224,929.37
	v.	May Amount Remitted:	$	189,362.31
	vi.	June Amount Remitted:	$	165,553.54
	vii.	July Partial Amount Remitted:	$	101,216.50
	viii.	Total Amount Remitted for this Period January 16, 2014 through July 15, 2014 (sum of i. through vii. above):	$	1,213,327.56
	ix.	Net Earnings on Collection Account:	$	39.45
	x.	Expenses Paid to Date:	$ -
	xi.	General Subaccount Balance (sum of viii. and ix. above minus x.):	$	1,213,367.01
	xii.	Excess Funds Subaccount Balance Before Current Payment is Made:	$ -
	xiii.	Capital Subaccount Balance Before Current Payment is Made:	$	684,901.45
	xiv.	Collection Account Balance (sum of xi. Through xiii. Above):	$	1,898,268.46

2. Outstanding Principal Balance as of Prior Payment Date by Tranche:
	i.	Tranche A-1 Principal Balance Outstanding Bond:	$	3,386,648.79
	ii.	Tranche A-2 Principal Balance Outstanding Bond:	$	3,883,000.00
	ii.	Tranche A-3 Principal Balance Outstanding Bond:	$	35,711,000.00
	iv.	Total Bond Principal Balance:	$	42,980,648.79

3. Required Funding/Payments as of Current Payment Date:

a) Projected Principal Balances and Payments
			Projected		Semiannual
			Principal Balance		Principal Due
	i.	Tranche A-1 Bond	$	2,796,264.79	$	590,384.00
	ii.	Tranche A-2 Bond	$	3,883,000.00	$ -
	iii	Tranche A-3 Bond	$	35,711,000.00	$ -
	iv.	Total Projected Principal Amount:	$	42,390,264.79	$	590,384.00

b) Required Interest Payments



			Bond		Days in		Interest
			Interest Rate		Applicable Period		Due
	i.	Tranche A-1 Bond	0.679%		180		$	11,497.67
	ii.	Tranche A-2 Bond	1.73%		180		$	33,510.29
	iii.	Tranche A-3 Bond	3.45%		180		$	616,014.75
	iv.	Total Required Interest Amount:					$	661,022.71
c) Projected Subaccount Payments and Levels
Subaccount:			Required Capital Level		Funding Required
	i.	Capital Subaccount:	$	759,010.00	$	74,108.55
	ii.	Total Subaccount Payments and Levels:	$	759,010.00	$ -

4. Allocation of Remittances as of Current Payment Date Pursuant to Section 8.02(e) of Bond Indenture:

a) Semiannual Expenses
Net Expense Amount (Payable on Current Payment Date):
	i.	Bond, Delaware and Certificate Trustee Fees and Expenses allocable to Bond Issuer:	$ -
	ii.	Semiannual Servicing Fee:	$	21,686.00
	iii.	Semiannual Administration Fee:	$	4,874.00
	iv.	Operating Expenses (subject to Cap):	$	27,805.93
	v.	CAT Tax:	$	3,536.56
	vi.	Total Expenses:	$	57,902.49

b) Semiannual Interest
			Aggregate		Per $1000 of Original
					Principal Amount
	i.	Tranche A-1 Bond	$	11,497.67	$	3.04
	ii.	Tranche A-2 Bond	$	33,510.29	$	8.63
	iii.	Tranche A-3 Bond	$	616,014.75	$	17.25
	iv.	Total Semiannual Interest:	$	661,022.71

c) Semiannual Principal
			Aggregate		Per $1000 of Original
					Principal Amount
	i.	Tranche A-1 Bond	$	590,384.00	$	156.27
	ii.	Tranche A-2 Bond	$ -
	iii.	Tranche A-3 Bond	$ -
	iv.	Total Semiannual Principal:	$	590,384.00

d) Other Payments
	i.	Total Operating Expenses (in excess of [$100,000]):	$ -
	ii.	Unpaid Operating Expenses:	$ -
		Funding of Capital Subaccount (to required Capital Levels):	$ -
		Unpaid and Accrued Return on Capital:	$ -
		Return on Capital:	$ -
	iii.	Reimbursement of Servicer of Certain Indemnity Amounts Paid to Trustee:	$ -
		Deposits to Excess Funds Subaccount:



5. Outstanding Principal Balance and Collection Account Balance as of Current Payment Date (after giving effect to payments to be made on such distribution date):

a) Principal Balance Outstanding:
	i.	Tranche A-1 Principal Balance Outstanding Bond:	$	2,796,264.79
	ii.	Tranche A-2 Principal Balance Outstanding Bond:	$	3,883,000.00
	iii.	Tranche A-3 Principal Balance Outstanding Bond:	$	35,711,000.00
	iv.	Total Bond Principal Balance:	$	42,390,264.79
b) Collection Account Balances Outstanding:
			Balance After Payment Date
	i.	Capital Subaccount	$	588,959.26
	ii.	Excess Funds Subaccount:	$ -
	iii.	Total Subaccount Balance:	$	588,959.26

6. Subaccount Draws as of Current Payment Date (if applicable, pursuant to Section 8.02(f) of Bond Indenture):
	i.	Capital Subaccount:	$	(95,942.190	)
	ii.	Excess Funds Subaccount:	$ -
	iii.	Total Subaccount Draws:	$	(95,942.190	)

7. Shortfalls in Interest and Principal Payments as of Current Payment Date (if applicable):

a) Semiannual Interest Shortfall
	i.	Tranche A-1 Bond	$ -
	ii.	Tranche A-2 Bond	$ -
	iii.	Tranche A-3 Bond	$ -
	iv.	Total Semiannual Interest Shortfall:	$ -

b) Semiannual Principal Shortfall
	i.	Tranche A-1 Bond	$ -
	ii.	Tranche A-2 Bond	$ -
	iii.	Tranche A-3 Bond	$ -
	iv.	Total Semiannual Principal Shortfall:	$ -

8. Shortfalls in Required Subaccount Levels as of Current Distribution Date:
	i.	Capital Subaccount:	$	(170,050.74	)
	ii.	Total Subaccount Shortfalls:	$	(170,050.74	)

The remainder of this page was intentionally left blank.

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Semiannual Servicer Certificate this 15th day of July, 2014

THE TOLEDO EDISON COMPANY, as Servicer

By:

/s/ Steven R. Staub

Name: Steven R. Staub

Title: Vice President and Treasurer