UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] |
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] |
For the fiscal year ended December 31, 2003
OR
[ ] |
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] |
Commission file number 001-11459
A. |
Full title of the plan and the address of the plan is different from that of the issuer named below. |
PPL EMPLOYEE STOCK OWNERSHIP PLAN
B. |
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
PPL CORPORATION
TWO NORTH NINTH STREET
ALLENTOWN, PENNSYLVANIA 18101-1179
PPL EMPLOYEE STOCK OWNERSHIP PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002 AND REPORT OF INDENPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PREPARED FOR FILING AS PART OF THE ANNUAL RETURN REPORT OF EMPLOYEE BENEFIT PLAN (FORM 5500) |
TABLE OF CONTENTS
Report of Independent Registered Public Accounting Firm
Financial Statements:
Statements Of Net Assets Available for Benefits at December 31, 2003 and 2002
Statements of Changes
in Net Assets Available for Benefits -
For the Years Ended December
31, 2003 and 2002
Supplemental Schedules:
Schedule of Assets (Held at end of year)
Schedule of Reportable Transactions
Exhibit:
23.1 - Consent of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of the
PPL Employee Stock Ownership Plan
In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the PPL Employee Stock Ownership Plan (the "Plan") at December 31, 2003 and 2002, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) and schedule of reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
June 18, 2004
PPL EMPLOYEE STOCK OWNERSHIP PLAN | ||||
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS | ||||
AT DECEMBER 31, 2003 AND 2002 | ||||
(Thousands of Dollars) | ||||
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Assets | ||||
Investment - common stock of PPL Corporation at fair value | $211,815 |
$174,147 |
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Dividends receivable |
1,822 |
1,761 |
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Cash | 5,223 |
- |
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Total assets |
218,860 |
175,908 |
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Liabilities | ||||
Payable for securities purchased |
5,223 |
- |
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Dividends payable to participants |
1,822 |
1,761 |
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Total liabilities |
7,045 |
1,761 |
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Net assets available for benefits |
$211,815 |
$174,147 |
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The accompanying notes are an integral part of these financial statements. |
PPL EMPLOYEE STOCK OWNERSHIP PLAN | ||||
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS | ||||
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002 | ||||
(Thousands of Dollars) | ||||
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Additions to net assets attributed to: | ||||
Investment Income: | ||||
Net appreciation/(depreciation) of investment |
$44,031 |
$(1,043) |
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Dividend income |
7,425 |
7,186 |
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Employer contributions |
5,223 |
4,794 |
||
Total additions |
56,679 |
10,937 |
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Deductions from net assets attributed to: | ||||
Distributions of dividends to participants |
(7,425) |
(7,186) |
||
Distributions of stock and cash to participants |
(11,586) |
(8,763) |
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Total deductions |
(19,011) |
(15,949) |
||
Net increase/(decrease) |
37,668 |
(5,012) |
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Net assets available for benefits: | ||||
Beginning of year |
174,147 |
179,159 |
||
End of year |
$211,815 |
$174,147 |
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The accompanying notes are an integral part of these financial statements. |
PPL EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
PLAN DESCRIPTION
The PPL Employee Stock Ownership Plan (the "Plan") was adopted effective
January 1, 1975 to provide for employee ownership in PPL Corporation (PPL).
The Plan is currently sponsored by PPL Services Corporation (the "Company"),
an unregulated subsidiary of PPL. Amounts contributed to the Plan are used
to purchase shares of PPL Corporation common stock. The following description
of the Plan provides only general information. Participants should refer
to the Plan agreement for a more complete description of the Plan provisions.
Employees of participating PPL companies, as defined in the Plan agreement,
who have completed one year of credited service are eligible to participate
in the Plan.
The shares of common stock allocated to a participant's account may not
exceed the maximum permitted by law. All shares of common stock credited
to a participant's account are 100% vested and nonforfeitable, but cannot
be pledged as security by the employee. Stock certificates representing
shares in the Plan are held by Mellon Bank (the "Trustee").
The Plan requires that dividends on shares credited to participants' accounts
be paid in cash. Under existing income tax laws, PPL is permitted to deduct
the amount of those dividends for income tax purposes on its consolidated
Federal income tax return and to contribute the resulting tax savings (dividend-based
contribution) to the Plan. The dividend-based contribution is used to buy
shares of PPL's common stock and is expressly conditioned upon the deductibility
of the contribution for federal income tax purposes. Shares are allocated
to participants' accounts, 75% on the basis of shares held in a participant's
account and 25% on the basis of the participant's compensation.
Participants may elect to withdraw from their accounts common stock which
has been allocated with respect to a Plan year ending at least 84 months
prior to the end of the Plan year in which the election is made. Participants
so electing may receive cash or stock certificates for the number of whole
shares, cash for any fractional shares available for withdrawal or may make
a rollover to a qualified plan.
Participants who have attained age 55 and have completed ten years of participation
in the Plan may elect to withdraw a limited number of shares added to their
accounts after December 31, 1986. For the first five years after meeting
the requirement, participants may withdraw up to an aggregate of 25% of
such shares. In the sixth year, qualified participants may withdraw up to
an aggregate of 50% of such shares.
Upon termination of service with a participating PPL company, participants
are entitled to receive cash or stock certificates for the number of whole
shares, cash for any fractional shares allocated to them or may make a rollover
to a qualified plan. Participants who terminate service with a participating
PPL company and whose account balance exceeds, or exceeded at the time of
any prior distribution, $5,000, may defer distribution of the shares of
stock in the account until the earlier of age 65 or death. Participants
who terminate service with a participating PPL company on or after age 55
may defer distribution of the shares of stock in the account up to April
1 of the year following the year in which the participant attains the age
of 70-1/2.
The Company has reserved the right to amend or terminate the Plan at any
time by or pursuant to action of the Board of Directors of PPL. Upon termination
of the Plan the interests of Plan participants, their estates and beneficiaries
shall be nonforfeitable and shall be fully vested. Distributions shall be
made to those eligible under Plan provisions in full shares of stock and
cash in lieu of fractional shares. No stock may be distributed to a participant
within seven years after the month in which such stock was allocated to
a participant's account except in the case of the participant's retirement.
The Trustee will hold such stock until the participant satisfies the seven-year
holding period.
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended.
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PPL Corporation Common Stock: | |||||
Number of Shares | 4,841,488 |
5,021,544 |
|||
Cost | $ 99,053,091 |
$ 99,500,696 |
|||
Fair Value | $211,815,100 |
$174,147,146 |
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PPL EMPLOYEE STOCK OWNERSHIP PLAN | |||||||||||
Schedule H, Line 4i - SCHEDULE OF ASSETS (Held at end of year) | |||||||||||
DECEMBER 31, 2003 |
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Identity of Issue, |
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Borrower, Lessor, |
. |
Current |
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or Similar Party |
Description of Investment |
Cost |
Value |
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Cash | Noninterest bearing cash | $5,223,137 |
$5,223,137 |
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PPL Corporation | 4,841,488 Shares of PPL Corp | ||||||||||
Common Stock - $0.01 par value | $99,053,091 |
$211,815,100 |
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* Represents a Party-In-Interest |
PPL EMPLOYEE STOCK OWNERSHIP PLAN | ||||||||||||||
Schedule H, Line 4j - SCHEDULE OF REPORTABLE TRANSACTIONS | ||||||||||||||
YEAR ENDED DECEMBER
31, 2003
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SERIES OF TRANSACTIONS,
INVOLVING SECURITIES OF THE SAME ISSUE, IN EXCESS OF 5% OF THE CURRENT
VALUE OF NET ASSETS AVAILABLE FOR BENEFITS AT THE BEGINNING OF THE PLAN
YEAR |
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The Employee Benefit Plan Board of PPL Corporation as Administrator of the PPL Employee Stock Ownership Plan | PPL Corporation Common Stock: |
|||||||||||||
Purchase of 120,035 shares |
$5,223,137 |
$5,223,137 |
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Sale of 160,304 shares | $6,262,983 |
$3,029,295 |
$6,262,983 |
$3,233,718 |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Employee Benefit Plan Board has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
PPL Employee Stock Ownership Plan | ||
By: |
/s/ Thoburn W. Hatten II | |
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Dated: June 18, 2004 |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-110372) of PPL Corporation of our report dated June 18, 2004 relating to the financial statements and supplemental schedules of the PPL Employee Stock Ownership Plan, which appears in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
June 18, 2004