UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): June 8, 2005
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Commission
File
Number |
Registrant;
State of Incorporation;
Address
and Telephone Number |
IRS
Employer
Identification
No. |
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1-11459 |
PPL
Corporation
(Exact
name of Registrant as specified in its charter)
(Pennsylvania)
Two
North Ninth Street
Allentown,
PA 18101-1179
(610)
774-5151 |
23-2758192 |
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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[ ] |
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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[ ] |
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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[ ] |
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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[ ] |
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Section
7 - Regulation FD
Item
7.01 Regulation FD Disclosure
On June
8, 2005, PPL Corporation ("PPL" or the "Company") issued a press release
announcing that William F. Hecht, chairman, president and chief executive
officer of PPL, will discuss the Company’s corporate strategy and general
business outlook with investors and financial analysts on Tuesday, June 14, at
the Deutsche Bank Electric Power Conference in New York City. A copy of the
press release is attached as Exhibit 99.1 and is incorporated herein by
reference.
During
his discussion, it is expected that Mr. Hecht will reaffirm the Company's
previously announced 2005 forecast of $3.80 to $4.20 per share in earnings from
ongoing operations and $3.38 to $3.78 per share in reported earnings. The
Company’s 2005 forecast of earnings from ongoing operations excludes the impact
of three previously announced after-tax charges: the first quarter charges of
$27 million, or $0.14 per share, related to the PJM Interconnection, L.L.C.
billing dispute and $6 million, or $0.03 per share, related to an agreement in
principle to settle litigation with NorthWestern Energy Corporation; and the
charge of approximately $47 million, or $0.25 per share, that will be taken in
the second quarter as a result of the completed sale of the Company’s Sundance
power plant in Arizona.
In
addition to Mr. Hecht’s discussion at the Deutsche Bank Electric Power
Conference referenced above, representatives of PPL will be talking with
analysts and investors during various meetings and discussions throughout June.
Unless it publicly discloses otherwise, PPL expects that during these meetings
and discussions it will reaffirm the Company’s 2005 forecast.
The
information to be presented at the Deutsche Bank Electric Power Conference will
be available on June 14 on the Investor Center page of the Company’s Web site at
www.pplweb.com. To the
extent that the Company makes any other formal presentations in June, any
additional information provided at those presentations also will be made
available on the Investor Center page of the Company’s Web site.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
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(c) |
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Exhibits |
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99.1
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Press
Release, dated June 8, 2005, announcing Mr. Hecht’s planned discussion of
the Company’s corporate strategy and general business outlook with
investors and financial analysts on Tuesday, June 14, at the Deutsche Bank
Electric Power Conference in New York City. |
"Earnings
from ongoing operations" excludes the impact of unusual items. Earnings from
ongoing operations should not be considered as an alternative to net income, or
reported earnings, which is an indicator of operating performance determined in
accordance with generally accepted accounting principles (GAAP). PPL Corporation
believes that earnings from ongoing operations, although a non-GAAP measure, is
also useful and meaningful to investors because it provides them with the
company's underlying earnings performance as another criterion in making their
investment decisions. PPL Corporation's management also uses earnings from
ongoing operations in measuring certain corporate performance goals. Other
companies may use different measures to present financial
performance.
Statements
made in this Form 8-K, including statements with respect to future earnings, are
"forward-looking statements" within the meaning of the federal securities laws.
Although PPL Corporation believes that the expectations and assumptions
reflected in these forward-looking statements are reasonable, these statements
involve a number of risks and uncertainties, and actual results may differ
materially from the results discussed in the statements. The following are among
the important factors that could cause actual results to differ materially from
the forward-looking statements: market demand and prices for energy, capacity
and fuel; weather conditions affecting customer energy usage and operating
costs; competition in power markets; the effect of any business or industry
restructuring; the profitability and liquidity of PPL Corporation and its
subsidiaries; new accounting requirements or new interpretations or applications
of existing requirements; operation and availability of existing generation
facilities and operating costs; transmission and distribution system conditions
and operating costs; environmental conditions and requirements; development of
new projects, markets and technologies; performance of new ventures; asset
acquisitions and dispositions; political, regulatory or economic conditions in
states, regions or countries where PPL Corporation or its subsidiaries conduct
business; receipt of necessary government permits, approvals and rate relief;
the impact of state, federal or foreign investigations applicable to PPL
Corporation and its subsidiaries and the energy industry; the outcome of
litigation against PPL Corporation and its subsidiaries; capital market
conditions and decisions regarding capital structure; stock price performance;
the market prices of equity securities and the impact on pension income and
resultant cash funding requirements for defined pension plans; the securities
and credit ratings of PPL Corporation and its subsidiaries; state, federal and
foreign regulatory developments; foreign exchange rates; new state, federal or
foreign legislation, including new tax legislation; national or regional
economic conditions, including any potential effects arising from terrorist
attacks in the U.S., the situation in Iraq and any consequential hostilities or
other hostilities; and the commitments and liabilities of PPL Corporation and
its subsidiaries. Any such forward-looking statements should be considered in
light of such important factors and in conjunction with PPL Corporation's Form
10-K and other reports on file with the Securities and Exchange
Commission.
SIGNATURE
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 hereunto
duly authorized.
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PPL
CORPORATION |
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By: |
/s/
James E.
Abel
James
E. Abel
Vice
President - Finance and Treasurer |
Dated: June 9,
2005