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[X] |
ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ] |
TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 |
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A. |
Full
title of the plan and the address of the plan if different from that of
the issuer named below. |
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B. |
Name
of issuer of the securities held pursuant to the plan and the address of
its principal executive office: |
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PPL
EMPLOYEE STOCK OWNERSHIP PLAN
FINANCIAL
STATEMENTS AND SUPPLEMENTAL
SCHEDULES
FOR THE YEARS ENDED
DECEMBER
31, 2004 AND 2003 AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
PREPARED
FOR FILING AS PART OF THE
ANNUAL
RETURN REPORT OF EMPLOYEE
BENEFIT
PLAN (FORM 5500) |
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STATEMENTS
OF NET ASSETS AVAILABLE FOR BENEFITS |
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AT
DECEMBER 31, 2004 AND 2003 |
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(Thousands
of Dollars) |
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2004 |
2003 | |||
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Assets |
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Investment
- common stock of PPL Corporation |
$246,586 |
$211,815 | ||
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at
fair value |
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Dividends
receivable |
1,865 |
1,822 | ||
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Cash |
1 |
5,223 | ||
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Total
assets |
248,452 |
218,860 | ||
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Liabilities |
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Payable
for securities purchased |
- |
5,223 | ||
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Dividends
payable to participants |
1,865 |
1,822 | ||
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Total
liabilities |
1,865 |
7,045 | ||
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Net
assets available for benefits |
$246,587 |
$211,815 | ||
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The
accompanying notes are an integral part of these financial
statements. | ||||
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STATEMENTS
OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS | ||||
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FOR
THE YEARS ENDED DECEMBER 31, 2004 AND 2003 |
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(Thousands
of Dollars) |
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2004 |
2003 | |||
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Additions
to net assets attributed to: |
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Investment
Income: |
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Net
appreciation of investment |
$43,998 |
$44,031 | ||
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Dividend
income |
7,635 |
7,425 | ||
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Interest
income |
1 |
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Employer
contributions |
5,384 |
5,223 | ||
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Total
additions |
57,018 |
56,679 | ||
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Deductions
from net assets attributed to: |
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Distributions
of dividends to participants |
(7,635) |
(7,425) | ||
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Distributions
of stock and cash to participants |
(14,611) |
(11,586) | ||
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Total
deductions |
(22,246) |
(19,011) | ||
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Net
increase |
34,772 |
37,668 | ||
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Net
assets available for benefits: |
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Beginning
of year |
211,815 |
174,147 | ||
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End
of year |
$246,587 |
$211,815 | ||
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The
accompanying notes are an integral part of these financial
statements. | ||||
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1. |
PLAN
DESCRIPTION |
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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. |
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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. |
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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"). |
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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. |
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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. |
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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. |
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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. |
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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. |
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The
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended. |
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2. |
SIGNIFICANT
ACCOUNTING POLICIES |
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The
accompanying financial statements have been prepared under the accrual
basis of accounting. |
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The
preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of increases and decreases during the reporting period. Actual
results could differ from those estimates. |
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The
Plan's common stock investment is stated at fair value. Fair value is the
quoted market price of PPL Corporation common stock at the end of the
year. Realized gains and losses from the sale or distribution of stock by
the Trustee are based on the average cost of common stock held at the time
of sale. Net appreciation/deprecia-tion as reported in the accompanying
financial statements includes both realized and unrealized gains and
losses. |
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Dividend
income and dividend distributions to participants are recorded on dividend
record dates. |
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3. |
ADMINISTRATION |
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The
Plan is administered by the Employee Benefit Plan Board (the "Plan
Administrator"), composed of certain PPL officers and employees appointed
by the Board of Directors of PPL. |
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Expenses
incurred in the administration of the Plan are paid by the Company, and
the facilities of the Company are used by the Plan at no
charge. |
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4. |
INVESTMENTS |
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December
31, | |||||
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2004 |
2003 | ||||
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PPL
Corporation Common Stock: |
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Number
of Shares |
4,628,117 |
4,841,488 | |||
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Cost |
$98,502,937 |
$
99,053,091 | |||
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Fair
Value |
$246,586,074 |
$211,815,100 | |||
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5. |
TAX
STATUS |
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The
Plan obtained its latest determination letter dated January 28, 2003, in
which the Internal Revenue Service stated that the Plan, as then designed,
was in compliance with the applicable requirements of the Internal Revenue
Code (the "Code"). The Plan has been amended since receiving the
determination letter; however, the Plan's legal counsel and Plan
Administrator believe that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the
Code. |
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PPL
EMPLOYEE STOCK OWNERSHIP PLAN |
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Schedule
H, Line 4i - SCHEDULE OF ASSETS (Held at end of
year) | ||||||||||
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DECEMBER
31, 2004 |
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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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* |
PPL
Corporation |
4,628,117
Shares of PPL Corp |
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Common
Stock - $0.01 par value |
$98,502,937 |
$246,586,074 | ||||||||
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*
Represents a Party-In-Interest |
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Schedule
H, Line 4j - SCHEDULE OF REPORTABLE
TRANSACTIONS | ||
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YEAR
ENDED DECEMBER 31, 2004 | ||
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SERIES
OF TRANSACTIONS, INVOLVING SECURITIES OF THE SAME ISSUE, IN EXCESS OF 5%
OF THE CURRENT |
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VALUE
OF NET ASSETS AVAILABLE FOR BENEFITS AT THE BEGINNING OF THE PLAN
YEAR |
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CURRENT |
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EXPENSE |
VALUE
OF |
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IDENTITY
OF |
TOTAL |
TOTAL |
INCURRED |
ASSET
ON |
NET | |||||||||
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PARTY |
PURCHASE |
SELLING |
WITH |
COST
OF |
TRANSACTION |
GAIN | ||||||||
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INVOLVED |
DESCRIPTION
OF ASSET |
PRICE |
PRICE |
TRANSACTION |
ASSET |
DATE |
(LOSS) | |||||||
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The
Employee Benefit |
PPL
Corporation |
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Plan
Board of |
Common
Stock: |
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PPL
Corporation as |
Purchase
of 100,008 |
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Administrator
of the |
shares |
$5,383,677 |
$5,383,077 |
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PPL
Employee Stock |
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Ownership
Plan |
Sale
of 147,557 shares |
$6,908,030 |
$2,793,992 |
$6,908,030 |
$4,114,038 | |||||||||
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Mellon
Bank |
EB
Temporary |
$7,344,161 |
$7,344,161 |
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Investment
Fund |
$7,344,162 |
$7,344,162 |
$7,344,162 |
- | ||||||||||
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Mellon
Bank |
BSDT-Late
Money |
$5,392,166 |
$5,392,166 |
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Market
Deposit Account |
$5,392,166 |
$5,392,166 |
$5,392,166 |
- |
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PPL
Employee Stock Ownership Plan | ||
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/s/ T.W.
Hatten | ||
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Thoburn
W. Hatten II
Chairman,
Employee Benefit Plan Board
PPL
Corporation | ||
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Dated:
June 21, 2005 |
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