PPL Corporation Form 8-K February 27, 2006
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): February 27,
2006
Commission
File
Number
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Registrant;
State of Incorporation;
Address
and Telephone Number
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IRS
Employer
Identification
No.
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1-11459
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PPL
Corporation
(Exact
name of Registrant as specified in its charter)
(Pennsylvania)
Two
North Ninth Street
Allentown,
PA 18101-1179
(610)
774-5151
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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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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))
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Section
5 - Corporate Governance and Management
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On
February 27, 2006, PPL Corporation ("PPL" or the "Company") announced that
William F. Hecht will retire as the Company's Chairman and Chief Executive
Officer before the end of 2006, and James H. Miller, currently the Company's
President and Chief Operating Officer, will become Chairman and Chief Executive
Officer upon Mr. Hecht's retirement. A date for Mr. Hecht’s retirement and Mr.
Miller’s promotion has not yet been determined. PPL will file an amendment to
this Form 8-K after that date is determined.
Section
7 - Regulation FD
Item
7.01 Regulation FD Disclosure
On
March
1, 2006, John R. Biggar, Executive Vice President and Chief Financial Officer
of
PPL, will discuss the Company’s corporate strategy and general business outlook
with investors and financial analysts at the Northeast Seminar in Boston,
Massachusetts. During this discussion, it is expected that Mr. Biggar will
reaffirm the Company’s previously announced earnings forecasts of $2.15 to $2.25
per share for 2006; a four to five percent increase in earnings per share in
2007 versus 2006; and an 11 percent compound annual growth in earnings per
share
through 2010, based on 2005 per share earnings from ongoing operations of $2.08.
In
addition to the discussion at the Northeast Seminar, representatives of PPL
will
be talking with analysts and investors during various meetings and discussions
throughout March 2006. Unless it publicly discloses otherwise, PPL expects
that
during these meetings and discussions it will reaffirm the Company’s earnings
forecasts.
"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
contained in this Form 8-K 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; market prices for crude oil and the potential impact on synthetic fuel
tax
credits and our synthetic fuel operations; weather conditions affecting customer
energy usage, generation plant and transmission and distribution system
operation and operating costs; competition in, and liquidity of, power markets;
the effect of any business or industry restructuring; the profitability and
liquidity, including access to capital markets and credit facilities, of PPL
Corporation and its subsidiaries; new accounting requirements or new
interpretations or applications of existing requirements; operating performance
of plants and other facilities; environmental conditions and requirements and
the related costs of compliance, including environmental capital expenditures
and emission allowance and other expenses; system conditions and operating
costs; development of new projects, markets and technologies; performance of
new
ventures; asset acquisitions and dispositions; any impact of 2005’s hurricanes
on our business, including any impact on fuel prices; receipt of necessary
government permits, approvals and rate relief; capital market conditions and
decisions regarding capital structure; the impact of state, federal or foreign
investigations applicable to PPL Corporation and its subsidiaries; the outcome
of litigation against PPL Corporation and its subsidiaries; stock price
performance; the market prices of equity securities and the impact on pension
income and resultant cash funding requirements for defined benefit pension
plans; the securities and credit ratings of PPL Corporation and its
subsidiaries; political, regulatory or economic conditions in states, regions
or
countries where PPL Corporation or its subsidiaries conduct business, including
any potential effects of threatened or actual terrorism or war or other
hostilities; foreign exchange rates; new state, federal or foreign legislation,
including new tax legislation; 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:
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/s/ Matt
Simmons
Matt
Simmons
Vice
President and Controller
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Dated: February
27, 2006