[X]
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ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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[ ]
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TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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A.
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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.
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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
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||||||||
STATEMENTS
OF NET ASSETS AVAILABLE FOR BENEFITS
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||||||||
AT
DECEMBER 31, 2007 AND 2006
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||||||||
(Thousands
of Dollars)
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||||||||
2007
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2006
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|||||||
Assets:
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||||||||
Investments,
at fair value:
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||||||||
PPL
Corporation common stock
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$
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415,915
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$
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298,994
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||||
Mutual
funds
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1,610
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341
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||||||
Money
market funds
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76
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9
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||||||
Plan
interest in PPL Defined Contribution Master Trust (Note
5)
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469
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109
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||||||
Total
investments
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418,070
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299,453
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||||||
Receivables:
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||||||||
Employer
contribution receivable
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6,966
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6,581
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||||||
Dividends
receivable
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2,443
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2,303
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||||||
Securities
sold
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-
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12
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||||||
Total
receivables
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9,409
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8,896
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||||||
Total
assets
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427,479
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308,349
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||||||
Liabilities:
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||||||||
Dividends
payable to participants
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2,443
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2,303
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||||||
Administrative
fees payable
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27
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27
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||||||
Total
liabilities
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2,470
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2,330
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||||||
Net assets available
for benefits at fair
value
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$
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425,009
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$
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306,019
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||||
Adjustment
from fair value to contract value for fully benefit-responsive investment
contracts (Note 6)
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(4
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)
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-
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|||||
Net assets available
for benefits
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$
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425,005
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$
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306,019
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The
accompanying notes are an integral part of these financial
statements.
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PPL EMPLOYEE STOCK
OWNERSHIP PLAN
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||||||||
STATEMENTS
OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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||||||||
FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006
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||||||||
(Thousands
of Dollars)
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||||||||
2007
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2006
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|||||||
Additions to net
assets attributed to:
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||||||||
Investment
Income:
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||||||||
Net
appreciation in fair value of investments
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$
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134,766
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$
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55,136
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||||
Dividend
income
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10,010
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9,427
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||||||
Interest
income
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-
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2
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||||||
Plan
interest in investment gains of PPL
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||||||||
Defined
Contribution Master Trust (Note 5)
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13
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1
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||||||
Employer
contributions
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6,999
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6,581
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||||||
Total
additions
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151,788
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71,147
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||||||
Deductions from net
assets attributed to:
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||||||||
Distributions
of dividends to participants
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(5,129
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)
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(8,492
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)
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||||
Distributions
of stock and cash to participants
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(27,565
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)
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(16,390
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)
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||||
Administrative
expenses
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(108
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)
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(46
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)
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||||
Total
deductions
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(32,802
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)
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(24,928
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)
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||||
Net
increase
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118,986
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46,219
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||||||
Net
assets available for benefits:
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||||||||
Beginning
of year
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306,019
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259,800
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||||||
End
of year
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$
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425,005
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$
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306,019
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The
accompanying notes are an integral part of these financial
statements.
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1.
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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 ("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, are
eligible to participate in the Plan on the first day of the month
following their date of hire.
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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. Common Stock
certificates ("Shares") are held by Fidelity Management Trust Company (the
"Trustee").
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The
Plan allows for dividends on Shares held to be re-invested in the Plan or
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 36 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 Shares or diversify the value of Shares
held into other investment options under the Plan. For the
first five years after meeting the requirement, participants may withdraw
or diversify up to an aggregate of 25% of such Shares. In the
sixth year, qualified participants may withdraw or diversify up to an
aggregate of 50% of such Shares. Participants who elect to
diversify may direct the Trustee to invest their eligible diversification
amounts into various mutual funds and investments, which are similar to
those provided through PPL’s 401(k) savings
plans.
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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, $1,000, may
defer distribution of the Shares in the account until April 1st of the
calendar year following the year in which the participant reaches age
70-1/2. If a participant wishes to withdraw prior to age
70-1/2, the entire account balance must be
withdrawn.
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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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Provisions
of the Plan regarding vesting, distributions, loans and other matters are
more fully described in the Plan document and Summary Plan
Description.
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2.
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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 additions and deductions 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 in an active market of PPL Corporation
common stock at the end of the year. Realized gains and losses
from the sale or distribution of Common Stock by the Trustee are based on
the average cost of Common Stock held at the time of sale. Net
appreciation/depreciation as reported in the accompanying financial
statements includes both realized and unrealized gains and
losses.
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Shares
of mutual funds are valued at quoted market prices in an active market
which represent the net asset value of shares held by the Plan at
year-end.
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Dividend
income and dividend distributions to participants are recorded on dividend
record dates.
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The
purchases and sales of securities are recorded on a trade-date
basis.
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3.
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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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Trustee
fees, investment management fees and other expenses incurred in connection
with the Plan are paid by the Plan.
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4.
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INVESTMENTS
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December
31,
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|||||
2007
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2006
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||||
PPL
Corporation Common Stock*:
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|||||
Number
of shares
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7,984,554
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8,342,459
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|||
Cost
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$98,140,649
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$93,965,488
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|||
Fair
value
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$415,915,441
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$298,993,736
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5.
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INTEREST
IN PPL DEFINED CONTRIBUTION MASTER
TRUST
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6.
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INVESTMENT
CONTRACTS
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2007
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|||||||
Investment
Contracts
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Blended
Interest Rate Fund
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Plan
Interest
|
|||||
Fair
Value
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$
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240,907
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$
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458
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|||
Contract
Value
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$
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238,925
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$
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454
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|||
Difference
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$
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(4)
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2007
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2006
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|||
Earned
by the Fund
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5.12%
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4.90%
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||
Credited
to Participants
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4.75%
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4.53%
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7.
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PARTY-IN-INTEREST
TRANSACTIONS
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Certain
Plan investments held in the Plan are shares of mutual funds managed by
Fidelity Investments. Fidelity Investments is an affiliate of
the Trustee and therefore, transactions in these investments qualify as
party-in-interest transactions which are exempt from the prohibited
transaction rules.
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8.
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PLAN
TERMINATION
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Although
it has not expressed any intent to do so, the Company has the right under
the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan
termination, participants would receive distribution of their
accounts.
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9.
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NEW
ACCOUNTING PRONOUNCEMENTS
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10.
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TAX
STATUS
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The
Plan obtained its latest determination letter dated March 1, 2008, in
which the Internal Revenue Service stated that the Plan, as then designed,
was in compliance with the applicable requirements of the
Code. The Plan has been amended since receiving the
determination letter; however, the Plan's internal legal counsel and Plan
Administrator believe that the Plan is designed in compliance with the
applicable requirements of the Code and the Plan Administrator believes
the Plan is currently being operated in compliance with the applicable
requirements of the Code.
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11.
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RECONCILIATION
TO FORM 5500
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The
following reconciliation details the reporting differences from the Plan’s
2007 financial statements to the 2007 Form 5500 for the Plan’s adjustment
for fair value reporting of fully benefit-responsive investment
contracts.
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Investment
gain in Master Trust per the financial statements
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$
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13
|
|||
Less
adjustment from contract value to fair value for fully benefit-responsive
investment contracts
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(4
|
)
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|||
Investment
gain in Master Trust per the Form 5500
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$
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17
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Plan
Name
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Plan
Number
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PPL
Employee Stock Ownership Plan
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002
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Plan
Sponsor
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Sponsor
EIN
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PPL
Services Corporation
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23-3041441
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Schedule
H, Line 4i - SCHEDULE OF ASSETS (Held at End of Year)
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||||||||
DECEMBER
31, 2007
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Identity
of Issue,
Borrower,
Lessor,
or
Similar Party
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Description
of Investment
including
maturity date, rate of
interest,
collateral, par, or maturity value
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Cost
|
Current
Value
|
(a)
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(b)
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(c)
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(d)
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(e)
|
||||
*
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PPL
Corporation
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7,984,554
Shares of PPL Corp Common Stock - $0.01 par value
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$98,140,649
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$415,915,441
|
||||
*
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Fidelity
Balanced Fund
|
Mutual
Fund
|
504,493
|
492,005
|
||||
*
|
Fidelity
Freedom 2010 Fund
|
Mutual
Fund
|
304,748
|
301,491
|
||||
Spartan
International Index Fund
|
Mutual
Fund
|
193,070
|
198,798
|
|||||
*
|
Fidelity
Freedom 2015 Fund
|
Mutual
Fund
|
170,284
|
169,364
|
||||
Spartan
Total Market Index Fund
|
Mutual
Fund
|
28,099
|
30,278
|
|||||
MSIFT
Value Adviser Fund
|
Mutual
Fund
|
36,327
|
32,901
|
|||||
*
|
Fidelity
Growth Company Fund
|
Mutual
Fund
|
55,255
|
61,735
|
||||
Spartan
US Equity Index Fund
|
Mutual
Fund
|
97,204
|
97,347
|
|||||
*
|
Fidelity
Retirement Government Money Market Fund
|
Money
Market Fund
|
75,501
|
75,501
|
||||
Wells
Fargo Advantage Government Securities Fund
|
Mutual
Fund
|
72,609
|
74,075
|
|||||
*
|
Fidelity
Freedom Income
|
Mutual
Fund
|
71,780
|
70,743
|
||||
*
|
Fidelity
Freedom 2020 Fund
|
Mutual
Fund
|
9,521
|
9,150
|
||||
*
|
Fidelity
Freedom 2025 Fund
|
Mutual
Fund
|
28,366
|
27,412
|
||||
*
|
Fidelity
Freedom 2050 Fund
|
Mutual
Fund
|
5,204
|
5,507
|
||||
Templeton
Foreign A
|
Mutual
Fund
|
40,494
|
38,668
|
|||||
Total
|
$99,833,604
|
$417,600,416
|
||||||
*
Represents a Party-In-Interest
|
PPL
Employee Stock Ownership Plan
|
||
By:
/s/ Dale M.
Kleppinger
|
||
Dale
M. Kleppinger
Chairman,
Employee Benefit Plan Board
PPL
Corporation
|
||
Dated:
June 25, 2008
|