Item 1. Business.
Omitted pursuant to General Instruction J of Form 10-K.
Item 1A.
Item 1A. Risk Factors.
Omitted pursuant to General Instruction J of Form 10-K.
Item 1B.
Item 1B. Unresolved Staff Comments.
None.
Item 2.
Item 2. Properties.
Omitted pursuant to General Instruction J of Form 10-K.
Item 3.
Item 3. Legal Proceedings.
Omitted pursuant to General Instruction J of Form 10-K.
Item 4.
Item 4. Mine Safety Disclosures.
Not applicable.
Part II
Item 5.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Omitted pursuant to General Instruction J of Form 10-K.
Item 6.
Item 6. Selected Financial Data.
Omitted pursuant to General Instruction J of Form 10-K.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Omitted pursuant to General Instruction J of Form 10-K.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Omitted pursuant to General Instruction J of Form 10-K.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Omitted pursuant to General Instruction J of Form 10-K.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.
Omitted pursuant to General Instruction J of Form 10-K.
Item 9A.
Item 9A. Controls and Procedures.
Omitted pursuant to General Instruction J of Form 10-K.
Item 9B.
Item 9B. Other Information.
The Assertion of Compliance of Applicable Servicing Criteria of the trustee, The Bank of New York Mellon (the “Trustee”), identified two material instances of non-compliance. The Trustee has advised Entergy Arkansas Restoration Funding, LLC (the “Issuer”) that these instances of non-compliance did not affect the Issuer’s Senior Secured Storm Recovery Bonds (the “Bonds”). The Issuer requested that the Trustee provide further information about the two instances of non-compliance, specifically:
● The asset type(s) included in the sample of transactions reviewed for purposes of assessing compliance with servicing criteria applicable to them, where the identified instances of noncompliance were found to exist, and whether the identified instances of noncompliance involved the subject transaction;
● The extent or scope of any material instance of noncompliance, including any material impacts or effects as a result of the material instances of noncompliance that have affected payments or expected payments on the asset-backed securities; and
● The party’s current plans, if any, or actions already undertaken, for remediating the material instance of noncompliance or the impacts caused by the material instance of noncompliance.
The Issuer did not possess any information regarding any of the items above, but the Trustee provided the following information with respect to each item:
(1) Non-compliance - Item 1122(d)(3)(i):
During the twelve months ended December 31, 2013 (the “Period”), certain servicing reports to investors were not prepared in accordance with the timeframes and other terms set forth in the related transaction agreements.
Discussion: The Trustee advised the Issuer that its ABS platform was tested through a process of random sampling of the myriad asset classes that are present on said platform. The Trustee advised that the asset classes related to the identified non-compliance spanned auto receivables, credit card receivables and corporate bonds. The Trustee indicated that the identified instance of non-compliance did not involve the Issuer. The Trustee advised that the reports involved in the non-compliance were in the nature of servicing reports, and due to an administrative error, erroneous reports were transmitted. According to the Trustee, this non-compliance did not cause any missed payments or miscalculation of payments.
The Trustee has advised that when management became aware of such instances, controls designed to prevent such occurrences in the future were implemented. The Trustee indicated that impacted investors received either (i) reports containing accurate information that were not previously distributed or (ii) revised reports notifying investors that previous information in reports were revised with corrected information. Reports were delivered to investors and filed on EDGAR on Form 10-D or Form 10-D/A, as required.
(2) Non-compliance-- Item 1122(d)(3)(ii):
During the Period, a distribution payment due to certain investors in an auto transaction was not remitted in accordance with the timeframes set forth in the related transaction agreements.
Discussion: The Trustee advised the Issuer that its ABS platform was tested through a process of random sampling of the myriad asset classes that are present on said platform. The Trustee advised that the non-compliance affected an auto transaction in the Platform. The Trustee confirmed that the identified instance of non-compliance did not affect the Issuer. The Trustee said that the affected investors were paid the distribution a day late, due to an administrative error in not sending the wire out in a timely manner on the due date. According to the Trustee, when the Trustee’s management became aware of such instance, the transaction was properly set-up on the Trustee’s automated payment system and other controls designed to prevent such occurrences in the future were implemented. The Trustee indicated that notice of the failure was made available to investors in the transaction through the facilities of DTC on August 21, 2013 and on a Form 10-D filed on EDGAR on the same date, and investors were offered compensation for the one day remittance delay. According to the Trustee, the investor report was not revised as it accurately reflected the amounts due to investors and available for payment on the payment due date.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
Omitted pursuant to General Instruction J of Form 10-K.
Item 11.
Item 11. Executive Compensation.
Omitted pursuant to General Instruction J of Form 10-K.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
None.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
None.
Item 14.
Item 14. Principal Accountant Fees and Services.
Omitted pursuant to General Instruction J of Form 10-K.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
(a) Documents filed as a part of this report:
1.
Financial Statements.
Not applicable.
2.
Financial Statement Schedules.
Not applicable.
3.
Exhibits required by Item 601 of Regulation S-K (exhibits marked with an asterisk are filed herewith and the others are incorporated by reference):
3.1 Certificate of Formation of the Issuing Entity filed with the Delaware Secretary of State on June 17, 2010 (incorporated by reference to exhibit 3.3 included as an exhibit to the Issuing Entity’s Form S-3/A dated August 4, 2010).
3.2 Limited Liability Company Agreement of the Issuing Entity dated as of June 17, 2010 (incorporated by reference to exhibit 3.4 included as an exhibit to the Issuing Entity’s Form S-3/A dated August 4, 2010).
4.1 Indenture dated as of August 18, 2010 between the Issuing Entity and The Bank of New York Mellon providing for the issuance of Senior Secured Storm Recovery Bonds (incorporated by reference to the exhibit with the same numerical designation included as an exhibit to the Issuing Entity’s Report on Form 8-K dated August 18, 2010).
4.2 Form of Senior Secured Storm Recovery Bonds (included as Exhibit A to the Indenture filed as Exhibit 4.1) (incorporated by reference to exhibit 4.1 included as an exhibit to the Issuing Entity’s Report on Form 8-K dated August 18, 2010).
*31.1 Certification pursuant to Rule 13a-14(d)/15d-14(d).
*33.1 Report on assessment of compliance with servicing criteria for asset-backed securities for Entergy Arkansas, Inc.
*33.2 Assertion of compliance with applicable servicing criteria for The Bank of New York Mellon.
*34.1 Attestation report on assessment of compliance with servicing criteria for asset-backed securities of Deloitte & Touche LLP on behalf of Entergy Arkansas, Inc.
*34.2 Attestation report on assessment of compliance with servicing criteria for asset-backed securities of KPMG LLP on behalf of The Bank of New York Mellon.
*35.1 Servicer compliance statement.
99.1 Storm Recovery Property Servicing Agreement dated as of August 18, 2010 between the Issuing Entity and Entergy Arkansas, Inc., as servicer (incorporated by reference to exhibit 99.1 included as an exhibit to the Issuing Entity's Report on Form 8-K dated August 18, 2010).
99.2 Storm Recovery Property Purchase and Sale Agreement dated as of August 18, 2010 between the Issuing Entity and Entergy Arkansas, Inc., as seller (incorporated by reference to exhibit 99.2 included as an exhibit to the Issuing Entity’s Report on Form 8-K dated August 18, 2010).
99.3 Administration Agreement dated as of August 18, 2010 between the Issuing Entity and Entergy Arkansas, Inc., as administrator (incorporated by reference to exhibit 99.3 included as an exhibit to the Issuing Entity’s Report on Form 8-K dated August 18, 2010).
(b) See Item 15(a)(3).
(c) Not applicable.
Item 1112(b). Significant Obligors of Pool Assets.
None.
Item 1114(b)(2). Credit Enhancement and Other Support, Except for Certain Derivatives Instruments.
None.
Item 1115(b). Certain Derivatives Instruments.
None.
Item 1117. Legal Proceedings.
None.
Item 1119. Affiliations and Certain Relationships and Related Transactions.
The Company is a wholly-owned subsidiary of Entergy Arkansas, Inc., which is the depositor, sponsor and servicer.
Item 1122. Compliance with Applicable Servicing Criteria.
See Exhibits 33.1, 33.2, 34.1 and 34.2 under Item 15.
Item 1123 Servicer Compliance Statement.
See Exhibit 35.1 under Item 15.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, this 28th day of March, 2014.
ENTERGY ARKANSAS RESTORATION FUNDING, LLC
(Issuing Entity)
By: Entergy Arkansas, Inc., as servicer
/s/ Alyson M. Mount
Name: Alyson M. Mount
Title: Senior Vice President and
Chief Accounting Officer
(Senior officer in charge of the
servicing function of the servicer)
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
No such annual report, proxy statement, form of proxy or other soliciting material has been sent to its Noteholders. The registrant will not be sending an annual report or proxy material to its Noteholders subsequent to the filing of this form.
EXHIBIT INDEX
* 31.1 Certification pursuant to Rule 13a-14(d)/15d-14(d)
* 33.1 Report on assessment of compliance with servicing criteria for asset-backed securities for Entergy Arkansas, Inc.
* 33.2 Assertion of compliance with applicable servicing criteria for The Bank of New York Mellon.
* 34.1 Attestation report on assessment of compliance with servicing criteria for asset-backed securities of Deloitte & Touche LLP on behalf of Entergy Arkansas, Inc.
* 34.2 Attestation report on assessment of compliance with servicing criteria for asset-backed securities of KPMG LLP on behalf of The Bank of New York Mellon.
* 35.1 Servicer compliance statement.