PPL Electric Utilities Corporation

 

Notice of Annual Meeting
May 24, 2007

and

Information Statement
(including appended
2006 Financial Statements)

 

PPL ELECTRIC UTILITIES CORPORATION
Two North Ninth Street
Allentown, Pennsylvania 18101

 

Notice of Annual Meeting of Shareowners

 

 

 

 

 

 

 

 

 

 

By Order of the Board of Directors,

 

Elizabeth Stevens Duane

Secretary

 

April 30, 2007

 

TABLE OF CONTENTS

 

PPL ELECTRIC UTILITIES CORPORATION
Two North Ninth Street
Allentown, Pennsylvania 18101

 

 

Information Statement
Annual Meeting of Shareowners
May 24, 2007
9:00 a.m. (Eastern Daylight Time)

 

 

We are providing this Information Statement in connection with the Annual Meeting of Shareowners of PPL Electric Utilities Corporation, or the company, to be held on May 24, 2007, and at any adjournment of the Annual Meeting. PPL Corporation, the parent of PPL Electric Utilities Corporation, owns all of the shares of the company’s outstanding common stock, which represents 99% of the company’s outstanding voting shares. As a result, a quorum exists for the Annual Meeting based on PPL Corporation’s stock ownership. ACCORDINGLY, WE ARE NOT ASKING THE SHAREOWNERS FOR A PROXY, AND SHAREOWNERS ARE REQUESTED NOT TO SEND US A PROXY. We first released this Information Statement to shareowners on April 30, 2007.

 

What am I voting on?

 

There is one proposal scheduled to be voted on at the meeting:

 

 

Who can vote?

 

Holders of PPL Electric Utilities Corporation common stock, 41/2% Preferred Stock and Series Preferred Stock as of the close of business on the record date, February 28, 2007, may vote at the Annual Meeting. Each share of common stock, 41/2% Preferred Stock and Series Preferred Stock is entitled to one vote on each matter properly brought before the Annual Meeting.

 

What is the difference between holding shares as a shareowner of record and as a beneficial owner?

 

If your shares are registered directly in your name with PPL Electric Utility Corporation’s transfer agent, Wells Fargo Bank, N.A., you are considered, with respect to those shares, the “shareowner of record.” The Notice of Annual Meeting and Information Statement have been sent directly to you by PPL Electric Utilities Corporation.

 

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in street name. The Notice of Annual Meeting and Information Statement has been forwarded to you by your broker, bank or other holder of record who is considered, with respect to those shares, the shareowner of record.

 

How do I vote?

 

You can vote in person at the Annual Meeting. We are not asking shareowners for a proxy by mail. You may come to the Annual Meeting and cast your vote there by ballot. Please bring your admission ticket with you to the Annual Meeting.

 

Abstentions and broker non-votes are not counted as either “yes” or “no” votes.

 

We do not expect that any other matters will be brought before the Annual Meeting.

 

Who can attend the Annual Meeting?

 

If you are a shareowner of record, your admission ticket is enclosed with the Notice of Annual Meeting and Information Statement. You will need to bring your admission ticket, along with picture identification, to the meeting. If you own shares in street name, please bring your most recent brokerage statement, along with

picture identification, to the meeting. The company will use your brokerage statement to verify your ownership of 41/2% Preferred Stock or Series Preferred Stock and admit you to the meeting.

 

What constitutes a quorum?

 

As of the record date of February 28, 2007, there were a total of 66,873,245 shares outstanding and entitled to vote, consisting of 66,368,056 shares of common stock all owned by PPL Corporation, 247,524 shares of 41/2% Preferred Stock and 257,665 shares of Series Preferred Stock. The 2,500,000 outstanding shares of Preference Stock are not entitled to vote. In order to conduct the Annual Meeting, a majority of the outstanding shares entitled to vote must be present in order to constitute a quorum. Abstentions and “broker non-votes” will be counted as present and entitled to vote for purposes of determining a quorum. A “broker non-vote” occurs when a broker, bank or other holder of record who holds shares for another person has not received voting instructions from the beneficial owner of the shares and, under New York Stock Exchange, or NYSE, listing standards, does not have discretionary authority to vote on a proposal.

 

What vote is needed for the directors to be elected?

 

Shareowners have the unconditional right of cumulative voting. Shareowners may vote in this manner by multiplying the number of shares registered in their respective names on the record date by the total number of directors to be elected at the Annual Meeting and casting all of such votes for one nominee or distributing them among any two or more nominees. The nominees who receive the highest number of votes, up to the number of directors to be elected, will be elected. Authority to vote for any individual nominee can be withheld by striking a line through that person’s name in the list of nominees on the ballot. Shares will be voted for the remaining nominees on a pro rata basis.

 

How does the company keep voter information confidential?

 

To preserve voter confidentiality, we voluntarily limit access to shareowner voting records to certain designated employees of PPL Services Corporation. These employees sign a confidentiality agreement that prohibits them from disclosing the manner in which a shareowner has voted to any employee of company affiliates or to any other person (except to the Judges of Election or the person in whose name the shares are registered), unless otherwise required by law.

 

What is householding, and how does it affect me?

 

Beneficial owners of PPL Electric Utilities Corporation Preferred Stock and Series Preferred Stock held in street name may receive a notice from their broker, bank or other holder of record stating that only one Information Statement and/or other shareowner communications and notices will be delivered to multiple security holders sharing an address. This practice, known as “householding,” will reduce the company’s printing, shipping, and postage costs. If any beneficial owner wants to revoke consent to this practice and wishes to receive his or her own documents and other communications, however, then he or she must contact the broker, bank or other holder of record with a notice of revocation. Any shareowner may obtain a copy of such documents from the company at the address and phone number listed on the back cover page of this Information Statement.

 

 

The nominees this year are Dean A. Christiansen, David G. DeCampli, Paul A. Farr, Robert J. Grey, James H. Miller and William H. Spence, all of whom are currently serving as directors. The Board of Directors has no reason to believe that any of the nominees will become unavailable for election, but, if any nominee should become unavailable prior to the meeting, PPL Corporation intends to vote its shares of PPL Electric Utilities Corporation common stock for the election of such other person as the Board of Directors may recommend in place of that nominee. John F. Sipics, who served on the Board and was President of the company, retired on January 1, 2007. John R. Biggar, who also served on the Board and was Executive Vice President and Chief Financial Officer of PPL Corporation, retired on March 31, 2007.

The Board of Directors
recommends that shareowners vote FOR this Proposal

 

DEAN A. CHRISTIANSEN, 47, is Managing Director of Sales and Marketing for Capital Markets Engineering and Trading, LLC (“CMET”), a New York-based investment banking boutique providing, among other services, structured finance securitization and financial engineering solutions to the capital markets. Prior to joining CMET in August 2004, Mr. Christiansen was the President of Acacia Capital, Inc., a New York City-based corporate finance advisory firm founded in 1990. From October 2000 to July 2003, he also served as President and a Director of Lord Securities Corporation of New York, a financial services and administration company with operations world-wide. Mr. Christiansen received a degree in government from the University of Notre Dame and has completed additional studies in Aerospace engineering. Mr. Christiansen is also a member of the board of PPL Transition Bond Company, LLC. He has been a director since 2001.

 

DAVID G. DeCAMPLI, 49, is President of the company. Before being named to his current position in April 2007, Mr. DeCampli served as Senior Vice President-Transmission and Distribution Engineering and Operations since December 2006. Prior to joining the company in December 2006, Mr. DeCampli served in the following positions for Exelon Energy Delivery in Chicago: as Vice President-Asset Investment Strategy and Development from April 2004; as Vice President and Chief Integration Officer from June 2003; as Vice President-Distribution Operations from April 2002; and as Vice President-Merger Implementation & Operations Strategy from October 2000. He also previously held various other engineering and management positions at PECO Energy. Mr. DeCampli earned a bachelor’s degree in electrical engineering from Drexel University and a master’s in organizational dynamics from the University of Pennsylvania. He has been a director since April 2007.

 

PAUL A. FARR, 40, is Executive Vice President and Chief Financial Officer of the company’s parent, PPL Corporation. Prior to his current position in April of 2007, Mr. Farr was named Senior Vice President-Financial in August 2005, Vice President and Controller in August 2004 and served as Controller until January 2006. Prior to serving in his PPL Corporation positions, Mr. Farr served as Senior Vice President of PPL Global, LLC, a subsidiary of PPL Corporation that owns and operates electricity businesses in Latin America and the United Kingdom, from January 2004, as well as Vice President-International Operations from June 2002 and Vice President since October 2001. Mr. Farr also served for several years as the chief financial officer of PPL Montana, LLC, and in other management positions at PPL Global. Before joining PPL in 1998, Mr. Farr served as international project finance manager at Illinova Generating Company, as international tax manager for Price Waterhouse LLP and as an international tax senior at Arthur Andersen. Mr. Farr earned a bachelor’s degree in accounting from Marquette University and a master’s degree in management from Purdue University. He is a certified public accountant and also serves on the Boards of PPL Energy Supply, LLC and PPL Transition Bond Company, LLC. Mr. Farr has been a director since April 2007.

 

ROBERT J. GREY, 56, serves as Senior Vice President, General Counsel and Secretary of the company’s parent, PPL Corporation, and is on the board of PPL Energy Supply, LLC. Mr. Grey earned his bachelor’s degree from Columbia University, a law degree from Emory University and a Master of Laws degree from George Washington University. Before being named as Senior Vice President, General Counsel and Secretary of PPL and the company in 1996, Mr. Grey served as Vice President, General Counsel and Secretary. Before joining the company in 1995, Mr. Grey served as General Counsel for Long Island Lighting Company and was a partner with the law firm of Preston Gates & Ellis, now known as Kirkpatrick & Lockhart Preston Gates Ellis LLP. He has been a director since 2000.

 

JAMES H. MILLER, 58, is Chairman, President and Chief Executive Officer of the company’s parent, PPL Corporation. Prior to his current position in October of 2006, Mr. Miller was named President and Chief Operating Officer of PPL Corporation in August 2005, Executive Vice President in January 2004, and Chief Operating Officer in September 2004, and also served as President of PPL Generation, LLC, a PPL subsidiary that operates power plants in the United States. He also serves as a director of PPL Corporation and serves on the board of PPL Energy Supply, LLC. Mr. Miller earned a bachelor’s degree in electrical engineering from the University of Delaware and served in the U.S. Navy nuclear program. Before joining PPL Generation, LLC in February 2001, Mr. Miller served as Executive Vice President and Vice President, Production of USEC, Inc. from 1995 and prior to that time as President of ABB Environmental Systems, President of UC Operating Services, President of ABB Resource Recovery Systems and in various engineering and management positions at the former Delmarva Power and Light Co. Mr. Miller has been a director since 2001.

 

WILLIAM H. SPENCE, 50, is Executive Vice President and Chief Operating Officer of the company’s parent, PPL Corporation. Prior to joining PPL in June 2006, Mr. Spence had 19 years of service with Pepco Holdings, Inc. and its heritage companies, Delmarva Power and Conectiv. He served as Senior Vice President of Pepco Holdings from August 2002 and as Senior Vice President of Conectiv Holdings since September 2000. He joined Delmarva Power in 1987 in that company’s regulated gas business, where he held various management positions before being named Vice President of Trading in 1996. Mr. Spence also serves on the board of PPL Energy Supply, LLC. Mr. Spence earned a bachelor’s degree in petroleum and natural gas engineering from Penn State University and a master’s degree in business administration from Bentley College. Mr. Spence has been a director since 2006.

 

Attendance. The Board of Directors held one Board meeting and acted by unanimous written consent 18 times during 2006. Each director attended 100% of the meetings held by the Board and its Executive Committee during 2006. Directors are expected to attend all meetings of the Board, its Executive Committee and shareowners. All of our then-serving directors attended the 2006 Annual Meeting of Shareowners.

 

Communications with the Board. Shareowners or other parties interested in communicating with the Board of Directors may write to the following address:

 

Board of Directors
c/o Corporate Secretary’s Office
PPL Electric Utilities Corporation
Two North Ninth Street
Allentown, Pennsylvania 18101

 

The Secretary of the company forwards all correspondence to the respective Board members, with the exception of commercial solicitations, advertisements or obvious “junk” mail. Concerns relating to accounting, internal controls or auditing matters are to be brought immediately to the attention of the company’s Office of Business Ethics and Compliance and are handled in accordance with procedures established by the Audit Committee of PPL Corporation with respect to such matters.

 

Code of Ethics. The company’s parent maintains its Standards of Conduct and Integrity, which are applicable to all Board members and employees of the company and its subsidiaries, including the principal executive officer, the principal financial officer and the principal accounting officer of the company. You can find the full text of the Standards in the Corporate Governance section of PPL Corporation’s Web site (www.pplweb.com/about/corporate+governance.htm). The Standards are also available in print, without charge, to any shareowner who requests a copy.

 

The company does not have standing audit, nominating and compensation committees of the Board of Directors.

 

Executive Committee. During the periods between Board meetings, the Executive Committee’s function is to act on behalf of the Board on appropriate matters that do not require full Board approval under the Pennsylvania Business Corporation Law or the company’s articles of incorporation and bylaws. This Committee did not meet during 2006 and acted by unanimous written consent once during 2006. The members of the Executive Committee are Mr. Miller (chair), and Messrs. DeCampli and Farr.

 

Nominations. The Board of Directors of the company makes the nominations for election of directors for the company and does not have a separate standing nominating committee. As PPL Corporation owns all of the outstanding shares of the company’s common stock, which represents 99% of the company’s outstanding voting shares, PPL Corporation has a quorum and voting power for the purpose of election of directors of the company, and PPL Corporation recommends to the Board of Directors of the company all of the nominees for directors of the company. Therefore, the Board of Directors of the company acts upon these recommendations and actions of PPL Corporation.

 

Because the company does not list any common equity securities with the NYSE and is a direct consolidated subsidiary of PPL Corporation, the company is not required to have a majority of independent directors nor an audit committee or audit committee financial expert. Most of the directors nominated are officers of PPL

Corporation and its subsidiaries, including the company. In addition, because the Amended and Restated Articles of Incorporation require the company to have at all times a director who is independent, the Board of Directors nominates one independent director for election to the Board of Directors, based on the independence requirements set forth in the Amended and Restated Articles of Incorporation. The current independent director, Mr. Christiansen, was chosen by the company’s board upon the recommendation of PPL Corporation. Because PPL Corporation controls the vote and the nomination of directors of the company, the company has not recently received any director recommendations from owners of voting preferred stock of the company. Shareowners interested in recommending nominees for directors should submit their recommendations in writing to: Secretary, PPL Electric Utilities Corporation, Two North Ninth Street, Allentown, Pennsylvania 18101. In order to be considered, nominations by shareowners must be received by the company 75 days prior to the 2008 Annual Meeting and must contain the information required by the Bylaws, such as the name and address of the shareowner making the nomination and of the proposed nominees and certain other information concerning the shareowner and the nominee.

 

In considering the candidates recommended by PPL Corporation, the Board of Directors seeks individuals who possess strong personal and professional ethics, high standards of integrity and values, independence of thought and judgment and who have senior corporate leadership experience, including within PPL Corporation. The company believes that prior business experience is valuable and provides a necessary basis for consideration of the many complicated issues associated with the company’s business and the impact of related decisions on PPL Corporation and other shareowners, customers, employees and the general public. In addition, the Board of Directors seeks individuals who have a broad range of demonstrated abilities and accomplishments beyond corporate leadership. These abilities include the skill and expertise sufficient to provide sound and prudent guidance with respect to all of the company’s operations and interests. After completing the evaluation process, the Board of Directors votes on whether to approve the nominees. Each nominee to be elected who is named in this Information Statement was recommended by PPL Corporation in accordance with the practices described above.

 

Compensation Processes and Procedures. The Compensation, Governance and Nominating Committee, or CGNC, of the Board of Directors of the company’s parent, PPL Corporation, determines compensation for all officers who are deemed to be executive officers of PPL Corporation. This group includes all of the named executive officers who are included in the “Summary Compensation Table” on page 25, except for David G. DeCampli before he was named president of the company in April 2007. Specifically, the CGNC has strategic and administrative responsibility for a broad range of issues, including ensuring that executive officers are compensated effectively and in a manner consistent with the company’s stated compensation strategy. The CGNC also oversees the administration of executive compensation plans, including the design, performance measures and award opportunities for the executive incentive programs, and certain employee benefits. The CGNC has the authority to make restricted stock, restricted stock unit and option awards of PPL Corporation stock under the PPL Incentive Compensation Plan, or ICP. The Board of Directors of PPL Corporation appoints each member of the CGNC and has determined that each is an independent director.

 

For those officers of the company who are not deemed to be executive officers of PPL Corporation, including Mr. DeCampli prior to his being named president of the company, compensation is recommended by the president of the company to the PPL Corporate Leadership Council, or CLC, which consists of the chief executive officer, chief financial officer, chief operating officer and general counsel of PPL Corporation. In addition to determining salary and cash incentive compensation for such officers, the CLC also has the authority to make restricted stock unit grants and stock option awards of PPL Corporation stock under the PPL Incentive Compensation Plan for Key Employees, or ICPKE. As a result of Mr. DeCampli being elected president of the company on April 1, 2007, the CGNC, rather than the CLC, will determine his compensation going forward.

 

The CGNC periodically reviews executive officer compensation to ensure that compensation is consistent with PPL Corporation’s compensation philosophies, company and personal performance, changes in market practices, and changes in an individual’s responsibilities. At the CGNC’s first regular in-person meeting each year, which it holds in January, the CGNC reviews the performance of PPL executive officers and makes awards for the just-completed fiscal year. The CLC performs the same function for other officers.

 

To assist in its efforts to meet the objectives outlined above, the CGNC has retained Towers Perrin, a nationally known executive compensation and benefits consulting firm, to advise it on a regular basis on executive compensation and benefit programs. Towers Perrin provides additional information to the CGNC so that it can determine whether the executive compensation programs of PPL Corporation and the company are reasonable

and consistent with competitive practices. Representatives of Towers Perrin regularly participate in CGNC meetings and provide advice as to compensation trends and best practices, plan design and peer group comparisons.

 

Annually, the CGNC requests Towers Perrin to develop an analysis of current competitive compensation practices and levels. This analysis begins with a general review at the committee’s July meeting and continues with a detailed analysis of competitive pay levels and practices at its year-end meeting. The CGNC uses this analysis when it assesses performance and considers salary levels and incentive awards at its January meeting following the performance year.

 

Senior management of PPL Corporation and each of its subsidiaries, including the company, develops the business plan and recommends to the CGNC the related goals for the annual cash incentive program and the strategic goals for the long-term incentive program for the upcoming year, based on industry and market conditions and other factors. All of the incentive and strategic goals are reviewed and approved by the CGNC.

 

The CGNC has the authority to review and approve annually the compensation structure, including goals and objectives, of the president of the company and other executive officers who are deemed to be executive officers of PPL Corporation and are subject to Section 16 of the Securities Exchange Act of 1934. This group includes all of the executive officers named in this Information Statement with the exception of Mr. DeCampli. The chief executive officer of PPL Corporation reviews with the CGNC his evaluation of the performance and leadership of the executive officers who report directly to him and, with input from the chief operating officer of PPL Corporation, evaluates the presidents of the major business lines who report to the chief operating officer, which includes the president of the company. The CGNC approves the annual compensation, including salary, incentive compensation and other remuneration of such executive officers. The CLC approves the annual compensation of the other officers.

 

Directors who are employees of the company or its affiliates do not receive any separate compensation for service on the Board of Directors or its Executive Committee. The company pays Lord Securities Corporation an annual fee of $7,000 for providing the services of its independent director, Dean A. Christiansen.

 

As noted above, all of the outstanding shares of common stock of the company are owned by PPL Corporation. No directors or executive officers of the company own any PPL Electric Utilities Corporation preferred, series preferred or preference stock.

 

To our knowledge, our directors and executive officers met all filing requirements under Section 16(a) of the Securities Exchange Act of 1934 during 2006.

 

The Board of Directors of the company’s parent, PPL Corporation, adopted a written related-person transaction policy in January 2007 to recognize the process its Board will use in identifying potential conflicts of interest arising out of financial transactions, arrangements or relations between PPL Corporation or its subsidiaries (including the company) and any related persons. This policy applies to any transaction or series of transactions in which PPL Corporation or a subsidiary is a participant, the amount exceeds $120,000 and a “related person” has a direct or indirect material interest. A related person includes not only the company’s directors and executive officers, but others related to them by certain family relationships, as well as shareowners who own more than 5% of any class of PPL Corporation’s voting securities.

 

Under the policy, each related-person transaction must be reviewed and approved or ratified by the disinterested independent members of the Board of PPL Corporation, other than any employment relationship or transaction involving an executive officer and any related compensation, which must be approved by the CGNC. PPL Corporation collects information about potential related-person transactions in annual questionnaires completed by directors and executive officers, including those of the company. PPL Corporation also reviews any payments made by PPL Corporation or its subsidiaries (including the company) to each director and executive officer and their immediate family members, and to or from those companies that either employ a director or an

immediate family member of any director or executive officer. PPL Corporation’s Office of General Counsel determines whether a transaction requires review by the Board of PPL Corporation or the CGNC. Transactions that fall within the definition of the policy are reported to the Board of PPL Corporation or the CGNC. The disinterested independent members of the Board of PPL Corporation, or the CGNC, as applicable, reviews and considers the relevant facts and circumstances and determines whether to approve, deny or ratify the related-person transaction. Since January 1, 2006, except for compensation for executive officers that has been approved by the CGNC, there have been no related-person transactions that were required either to be approved under the policy or reported under the Securities and Exchange Commission, or SEC, related-person transaction rules.

 

The Board of Directors has reviewed the following Compensation Discussion and Analysis and discussed it with management. Based on its review and discussions with management, the Board authorized the Compensation Discussion and Analysis to be incorporated by reference into the company’s Annual Report on Form 10-K for 2006 and included in this Information Statement.

 

 

Board of Directors

 

David G. DeCampli

Paul A. Farr

Robert J. Grey

James H. Miller

William H. Spence

 

The named executive officers who are included in the “Summary Compensation Table” on page 25 participate in the executive compensation program offered to officers of the major operating subsidiaries of PPL Corporation as well as the officers of PPL Corporation. Three of the named executive officers, Paul A. Farr, James E. Abel and J. Matt Simmons, Jr., are not paid separately as officers of the company but are employees of PPL Services Corporation, an affiliate of the company. John F. Sipics was an employee of the company prior to his retirement on January 1, 2007, and David G. DeCampli is an employee of the company. The company is a participating employer and has adopted all of the executive compensation plans offered by PPL Corporation. Each named executive officer participates in the executive compensation plans for their particular company, but all of the benefits offered and the terms of each plan are the same for all participating companies.

 

The Compensation, Governance and Nominating Committee of the PPL Corporation Board of Directors, referred to throughout this CD&A as the CGNC, is responsible for overseeing the executive compensation program and approves all executive compensation awards to those officers who are deemed to be executive officers of PPL Corporation. This group includes all of the named executive officers except Mr. DeCampli before he was named president of the company in April 2007. In the case of Mr. DeCampli, the president of the company recommended all compensation awards to the CLC, and the CLC approved his compensation. The Board of Directors of the company concurs with the decisions of the CGNC and CLC.

 

Objectives of Executive Compensation Program

 

The executive compensation program of PPL Corporation and its subsidiaries, including the company and referred to throughout this CD&A as PPL, is designed to recruit, retain and motivate executive leadership and align compensation with the company’s performance. Since executive officer performance has the potential to affect PPL’s profitability, the key elements of PPL’s executive compensation program seek to achieve PPL’s business goals appropriately by encouraging and retaining leadership excellence and expertise, rewarding executive officers for sustained financial and operating performance, and realizing both short-term and long-term value for shareowners of PPL and the company.

 

A key component of the program is direct compensation—salary and a combination of annual cash and equity incentive awards—which is intended to provide an appropriate, competitive level of compensation, to reward

recent performance results and to motivate long-term contributions to achieving PPL’s strategic business objectives. PPL evaluates the direct compensation program as a whole and intends to deliver a balance of current cash compensation and stock-based compensation. The program also balances a level of fixed compensation paid regularly—salary—with incentive compensation that varies with the performance of PPL. The incentive compensation program focuses executive awards on annual and longer-term performance and, for executive officers including the named executive officers in the Summary Compensation Table on page 25, provides the major portion of direct compensation in the form of PPL Corporation stock, ensuring that management and shareowner interests are aligned.

 

Other elements of the total compensation program provide: the ability of executives to accumulate capital, predominately in the form of equity to align executive interests with those of the shareowners; a level of retirement income; and, in the event of special circumstances like termination of employment in connection with a change in control of PPL Corporation, special severance protection to help ensure executive retention during the change in control process and to ensure executive focus on serving the company and shareowner interests without the distraction of possible job and income loss.

 

To ensure appropriate alignment with business strategy and objectives and shareowner interests, the CGNC reviews the executive compensation program and each of its components regularly.

 

Compensation Elements

 

Our executive compensation program consists of: (1) direct compensation; (2) indirect compensation; and (3) special compensation.

 

Direct Compensation

 

Broadly stated, the direct compensation program is intended to reward:

 

 

The direct compensation program includes salary, an annual cash incentive award and long-term incentive awards. Long-term incentive awards are granted in two forms of equity: restricted stock units and stock options.

 

In general, the company offers a competitive direct compensation program that is intended to align with companies of similar size and complexity, which are also the companies with which we compete for talent. The CGNC and the company target direct compensation to be generally at the median of the competitive market. Each year, competitive data are developed by the CGNC’s compensation consultant, Towers Perrin, based on companies of similar size both in the energy services industry and general industry companies other than energy services or financial services companies. In developing this competitive data, Towers Perrin uses its published compensation surveys (typically their current-year Executive Compensation Database and Long-Term Incentive Report (approximately 900 corporate participants), Energy Services Industry Executive Compensation Database (approximately 100 corporate participants), and for PPL EnergyPlus, LLC positions, Benchmark Compensation Survey of Energy Trading and Marketing Positions (approximately 65 corporate participants)). When possible and appropriate, analyses are performed to size-adjust the survey data to achieve a closer correlation with the appropriate scope for the applicable PPL business position. The result of this analysis produces a competitive market reference point we refer to as the “PPL competitive data,” which we believe appropriately reflects the competitive marketplace in which we compete for executive talent.

 

PPL competitive data are used as a tool for evaluating salary levels as well as to set target incentive levels. For example, salary amounts are determined based on the PPL competitive data provided by the compensation consultant’s analysis for a particular position and the PPL Corporation chief executive officer’s and CGNC’s assessment of the individual’s expertise and experience. Total direct compensation in relation to other

executives, as well as prior year individual performance and performance of the business lines for which the executive is responsible, are also taken into consideration in determining any adjustment by the CGNC or CLC.

 

In addition to assessing competitive pay levels, Towers Perrin reports to the CGNC each July on recent industry trends and emerging trends they perceive in the energy services industry.

 

The majority of direct compensation for executive officers consists of incentive compensation that varies with the performance of PPL. A portion of incentive compensation is intended to reward annual or “short-term” performance; the rest consists of restricted stock units, which are intended to promote medium-term performance, and stock options, which are intended to promote longer-term stock price growth.

 

Table 1 below illustrates the allocation of direct compensation for the company’s executive officers for 2006, which is shown as a percentage of total direct compensation. For example, the salary of the president of the company represents 32.3% of total direct compensation. Incentive compensation—annual and long-term—represents 67.7% of the president’s direct pay, with 51.6% stock-based and linked to long-term financial performance.

 

TABLE 1

 

Elements of Compensation as a Percentage of Total Direct Compensation—2006⁽¹⁾

 

 

 

 

Base Salary

 

The CGNC or CLC sets base salaries to reward expertise and experience. Salaries are not “at risk” in the sense that, once established annually based on individual, and where applicable, business line performance and market comparisons, they are paid regularly and are not contingent on attainment of specific goals. Executive salaries are adjusted based on the expertise and experience of each executive, prior year individual performance and performance of the business lines for which the executive is responsible. Additionally, the critical need for a particular executive’s skill, overall assessment of an executive’s pay in relation to others within the company and level of pay relative to the PPL competitive data are considered in determining an individual’s base salary.

 

Generally, the company seeks to align salaries to the median of the market. Salaries are considered paid competitively if they are within 15% of the PPL competitive data, or within the PPL competitive range for a particular position. For example, if the PPL competitive data for the president position is $380,000, we consider appropriate market compensation for this position as ranging between $323,000 and $437,000, or 15% less than and 15% greater than the market reference point of $380,000.

 

Changes in base salary affect annual cash incentive awards and equity incentive awards. Because target incentive award levels are set as a percentage of salary, increases in salary also affect annual cash incentive award and equity incentive award opportunities.

 

In January of each year, the CGNC reviews base salary levels for all executive officers of PPL Corporation. The CLC determined Mr. DeCampli’s base salary after discussing it with the president of the company.

 

At its meeting on January 26, 2006, the CGNC approved the following base salaries for the named executive officers, except as noted:

 

TABLE 2

 

2006 Salary Adjustments by Position

 

 

 

 

Mr. Sipics’ salary was increased in 2006 in recognition of his and the company’s effective performance in 2005. Overall, PPL Corporation’s financial performance goals exceeded expectations and the company achieved 125% of targeted or budgeted performance on its annual incentive goals. In addition, Mr. Sipics was paid low relative to the PPL competitive range and PPL Corporation’s chief executive officer recommended, and the CGNC concluded, it was appropriate to move Mr. Sipics further into the PPL competitive range.

 

The CGNC increased Mr. Farr’s salary to reflect effective performance during 2005 in his PPL Corporation position, resulting in a salary just over the middle point of the PPL competitive range. Mr. Farr was considered a potential candidate for the position of chief financial officer of PPL Corporation. Mr. Farr was promoted to Executive Vice President and Chief Financial Officer of PPL Corporation effective April 1, 2007, following the retirement of John R. Biggar.

 

Mr. Abel’s salary was increased based on continuing effective performance in his PPL Corporation position of Vice President-Finance and Treasurer. The CGNC also concluded it was appropriate to move Mr. Abel’s salary further into the PPL competitive range.

 

Annual Cash Incentive Awards

 

The annual cash incentive award program is designed to reward annual performance compared to business goals established at the beginning of the year. Unlike salary, where payment is a fixed amount paid regularly, this compensation element is “at-risk” because awards are based on achievement of prescribed business results. Awards may vary from the target award (that is, the result at which payouts would be at 100%) to zero or to the program maximum of 150% of target established for each position.

 

The CGNC makes annual cash incentive awards under PPL Corporation’s shareowner-approved Short-Term Incentive Plan to those executive officers who are deemed to be executive officers of PPL Corporation and are subject to Section 16 of the Securities Exchange Act of 1934. Because Mr. DeCampli was not considered an executive officer of PPL Corporation during 2006, his annual cash incentive award was approved by the CLC. All of the annual cash incentive awards are based on objective corporate financial and operational measures. Specific written performance objectives and business goals are established by management and approved by the

CGNC during the first quarter of each calendar year. The CGNC establishes target award levels, set as a percentage of salary for each executive, based on a review of the PPL competitive data and an internal comparison of executive positions.

 

The CGNC set the following target award levels for the positions listed for the 2006 annual cash incentive awards:

 

TABLE 3

 

Annual Cash Incentive Targets by Position for 2006

 

 

The corporate financial goal for 2006, which was a fully diluted earnings per share, or “EPS” target described in detail below, represented 40% of the total award for business line presidents, including the President of the company as well as the Senior Vice President-T&D Engineering and Operations. EPS represented 60% of the total award for the other executive officers as a result of their positions with PPL Corporation. Various measures make up operational goals, including business-line net income, customer service measures, operation and maintenance expense and capital expenditure amounts, safety and environmental performance, and other measures critical to the success of the business lines.

 

The following table summarizes the weightings allocated to financial and operational results, by executive officer position, for determining 2006 annual cash incentive awards:

 

TABLE 4

 

Annual Cash Incentive Weightings Applied to Financial and Operational Results

 

 

 

 

At its January 2007 meeting, the CGNC reviewed 2006 performance results to determine whether the named executive officers had met or exceeded pre-established 2006 performance goals. Annual cash incentive awards are determined as summarized below by multiplying the results for financial and operational measures by the weightings in Table 4 above to determine the total performance result for each position. The total performance result is then multiplied by the target award opportunity as detailed in Table 3 above and then multiplied by salary as of December 31, 2006, the end of the performance period. Mr. DeCampli’s award was approved by the CLC and not the CGNC because he was not deemed to be an executive officer of PPL Corporation during 2006.

 

annual cash incentive award

=

result

×

weights (Table 4)

×

target award % (Table 3)

×

year-end salary (Table 2)

 

As a result, the CGNC approved, except as noted, the following annual cash incentive awards:

 

TABLE 5

 

Annual Cash Incentive Awards for 2006 Performance

 

 

 

The following Table 6A and Table 6B provide further detail on the goal results underlying the 2006 annual cash incentive awards. Table 6A applies the weights from Table 4 to the various results for Mr. Sipics’ position as president to produce the total result for award purposes. Table 6B applies the weights for Mr. Farr’s award. Messrs. Abel, Simmons and DeCampli’s awards apply the weights from Table 4 to the applicable results, including results for individual performance.

 

TABLE 6A

 

Annual Cash Incentive Award for President

 

 

TABLE 6B

 

Annual Cash Incentive Awards for PPL Corporation-level Executive Officers

(executive officers other than presidents of major business lines)

 

As noted above, the total goal results are based on a blend of corporate, financial and operational results. The financial and operational goals are based on PPL’s business plan. The financial goals are set to meet management’s objectives and financial market expectations, and the operational goals are established to support financial results for both the short and longer term.

 

Generally, the company expects awards, in the aggregate, to range from 90% to 110% of target. Awards may range from zero to 150% of target, although attainment at the maximum award level is not expected. Awards for the positions of the named executive officers over the last five years have ranged from 101.3% to 131.3% of target.

 

Financial Results. Target EPS of PPL Corporation for the annual cash incentive program was $2.20 per share for 2006, with a 150% payout goal of $2.30 and a 50% payout goal of $2.10. Results below $2.10 would result in a zero payout on this portion of the incentive goal.

 

The target EPS used for goal purposes is corporate reported earnings of PPL Corporation, net of specific items excluded at the beginning of the year and approved by the CGNC in March 2006. The excluded items for 2006 were:

 

 

After adjusting PPL’s reported corporate earnings for the above excluded items, the EPS achieved for purposes of the annual cash incentive program was $2.29 per share, or 140.9% of the target EPS for 2006.

 

Operational Results. Operating goals are detailed, quantifiable goals set specifically for each business line annually. The operational goals are structured to attain the target EPS of PPL Corporation for the year, while at the same time promoting near-term activities that benefit the operating assets in future years. Because the target EPS is a challenging goal relative to the previous year’s target, many of the supporting operational goals require difficult-to-reach elements in order to produce operating results that render the target EPS.

 

Operating goals in 2006 included the following:

 

 

 

Long-term Incentive Awards (Equity Awards)

 

PPL grants long-term incentive awards to align the interests of the executive officers with those of PPL’s shareowners. Long-term incentive awards for those officers who are deemed executive officers of PPL Corporation are made annually under the PPL Corporation shareowner-approved Incentive Compensation Plan, or ICP. Key employees of PPL companies who are not deemed to be executive officers of PPL Corporation, such as Mr. DeCampli before he was named president of the company, are eligible to receive long-term incentive awards under the PPL Corporation shareowner-approved Incentive Compensation Plan for Key Employees, or ICPKE. The CGNC approves all awards granted under the ICP, and the CLC approves all grants under the ICPKE.

 

The long-term incentive program is designed to reward mid- and long-term performance and is composed of three awards:

 

 

General

 

PPL grants restricted stock unit awards based on the achievement of prescribed business results. Restricted stock unit awards provide executives the right to receive an equivalent number of shares of PPL Corporation common stock after a restriction or holding period. These grants are therefore “at-risk” because awards may vary from zero to the program maximum of 150% of target. Restricted stock unit awards are also “at-risk” compensation because the awards are denominated in shares of PPL Corporation stock and are subject to vesting and potential forfeiture, and the ultimate value realized by the executives is directly related to PPL Corporation’s stock price performance.

 

Restricted stock unit awards made in 2007 for 2006 performance have a three-year restriction period, with restrictions scheduled to lapse in 2010. During the restriction period, each restricted stock unit entitles the executive to receive quarterly payments from the executive’s employer equal to the quarterly dividends on one share of PPL Corporation stock, thereby recognizing both current income generation and stock price appreciation in line with PPL Corporation shareowners.

 

PPL also grants stock options. Stock options are granted at an exercise price equal to the market value of PPL Corporation stock on the grant date and will normally not be exercised by the holder if the stock price does not increase after the grant date. As a result, stock option awards are designed to reward executives for increases in PPL Corporation’s stock price.

 

Stock options granted in 2006 become exercisable over three years—one-third at the end of each year following grant—and are exercisable for ten years from the grant date, subject to earlier expiration following specified periods after termination of employment.

 

Under the terms of the ICP and ICPKE, restricted stock units and unvested stock options are forfeited if the executive voluntarily leaves PPL, and are generally vested if the executive retires from PPL prior to the scheduled vesting. However, any stock options granted under the ICP within 12 months prior to an executive officer’s retirement date will be forfeited. See “Termination Benefits—Long-term Incentive Awards” for a description of conditions of the provisions and expiration dates applicable to awards.

 

From time to time, as an additional incentive to encourage and reward an executive’s superior performance and service with PPL and to retain key talent, PPL may also grant additional restricted stock under the ICP or ICPKE. In January 2006, the CGNC approved such an additional award to Mr. Farr of 15,400 shares of restricted stock under the ICP. Mr. Farr now has a total of 40,000 shares of restricted stock as part of his retention agreement. See “Retention Agreements” on page 36 for a description of the terms of Mr. Farr’s retention agreement.

 

Structure of Awards

 

In order to balance equity-based incentives with underlying medium- and longer-term goals for PPL performance, the CGNC determined that the total value of shares of PPL Corporation stock awarded should be divided equally between restricted stock units and stock options for 2006. The restricted stock unit portion of the long-term incentive program is further split, with 50% of the award tied to sustained financial and operational results and 50% of the award tied to strategic goals. Equity awards are intended to balance incentive pay with performance on specific business goals based on PPL’s multi-year business plan.

 

Target award levels for each component of the long-term incentive program seek to balance executive focus on PPL business goals, to balance the internal compensation levels of executive positions and to reflect the PPL competitive data.

 

The target award levels for the named executive officers were set by the CGNC as a percentage of salary for 2006 and are provided below:

 

TABLE 7

 

Long-term Incentive Award Targets

 

 

 

A restricted stock unit award is made by the CGNC (or the CLC as to Mr. DeCampli) after the end of each year, based on the most recent three-year average results of the annual cash incentive program:

 

number of units granted

=

target award %

×

salary

×

3-year average result

¸

market price of PPL stock as of award date

 

This award is designed to reward sustained financial and operational performance of PPL.

 

A second restricted stock unit award is made after the end of each year based on the achievement level of annually determined, objective strategic goals developed by the company and approved by the CGNC (or the CLC as to Mr. DeCampli):

 

number of units granted

=

target award %

×

salary

×

goal result

¸

market price of PPL stock as of award date

 

This award is designed to reward actions that drive achievement of PPL’s strategic objectives.

 

The strategic goals for 2006 included the following:

 

 

 

 

 

 

A grant of stock options is made each year at each executive’s target award level:

 

number of options granted

=

target award %

×

salary

¸

option value as of award date

 

The value of the long-term incentive awards as of the grant date, based on the targets, delivers a level of compensation intended to pay executive officers at a level that compares to the median of the PPL competitive data. The ultimate value of long-term incentive awards to executives is tied to the future value of PPL Corporation’s total shareowner return—stock price growth and dividends. To the extent total shareowner value increases, executives may realize values that exceed the values as determined on the grant date. Similarly, should shareowner value deteriorate, executive compensation levels for these awards could fall below the grant values, possibly to zero.

 

Awards for 2006

 

At its meeting in January 2007, the CGNC reviewed and certified the performance results for the 2006 cash incentive compensation award. These results impact the long-term incentive program as follows:

 

 

At its meeting in January 2007, the CGNC approved restricted stock unit awards for 2006 performance (the CLC for Mr. DeCampli), and at its January 2006 meeting approved stock option awards for 2006. These awards are set forth in the table below. The cost of the stock option awards expensed in 2006 is included in the Summary Compensation Table. However, because the restricted stock unit awards for 2006 performance were not expensed until granted in January 2007, any amount expensed will not be included until next year’s Summary Compensation Table. The restricted stock unit awards reflected in this year’s Summary Compensation Table show the expense for the awards made in January 2006 for 2005 performance. Such awards were also included and discussed in last year’s information statement as to Messrs. Sipics, Farr and Abel. See “—Tax and Accounting Considerations—SFAS 123(R)” at the end of this CD&A at page 24 for further details on how equity awards are expensed.

 

TABLE 8

 

Long-Term Incentive Awards for 2006

 

 

 

 

Changes to Target Award Levels for 2007

 

At its January 2007 meeting, the CGNC amended the long-term incentive targets for 2007. In addition, the CGNC decided to rebalance the value of restricted stock units as compared with stock options to 65% restricted stock units and 35% options, from the prior 50%-50% mix. Both decisions were based on changes noted in market practice and, in the case of the mix of long-term awards, on the CGNC’s view that stock options should receive less weight. The revised targets are reflected below:

 

TABLE 9

 

Long-term Incentive Award Targets for 2007

 

 

 

 

Perquisites and Other Benefits

 

Officers of the company, including the named executive officers, are eligible for company-paid financial planning services. These services include financial planning, tax preparation support and a one-time payment for estate documentation preparation. These services are provided in recognition of time constraints on busy executives and their more complex compensation program that requires professional financial and tax planning. We believe that good financial planning by experts reduces the amount of time and attention that executive officers must spend on such issues and maximizes the net financial reward to the employee of compensation received from

the company. Such planning also helps ensure that the objectives of our compensation programs are met and not frustrated by unexpected tax or other consequences.

 

PPL also provides relocation benefits to newly hired employees, including executive officers, when their primary residence changes a substantial distance from their previous employment. PPL relocation benefits include a cash allowance for house hunting, temporary living expenses, day of moving expenses, and miscellaneous expenses. The relocation benefits also include assistance with: (1) the sale of the executive’s residence, including closing costs and an equity advance option to assist with the purchase of a new home; (2) home purchase assistance, including closing costs; (3) moving expenses; and (4) a tax-gross-up payment to offset the impact of the relocation benefits that are taxable.

 

The value of all perquisites for 2006 is summarized in Note 7 to the Summary Compensation Table.

 

Indirect Compensation

 

Officers of the company, including the named executive officers, participate in benefit programs offered to all company employees. In addition, officers are eligible for the executive benefit plans described below.

 

The company’s retirement income benefits are designed to provide a competitive level of income replacement in retirement for career executives. The primary retirement income program for executives consists of two plans—the PPL Supplemental Executive Retirement Plan, or SERP, a nonqualified defined benefit pension plan available for officers of the company, and the PPL Retirement Plan, a tax-qualified, defined benefit pension plan available to employees of the company generally. The company, as well as other PPL companies, is a participating employer in these two plans.

 

PPL has established a retirement income target for the SERP and PPL Retirement Plan for executives at 55% of pay (defined as five-year average total cash compensation) for a career employee with 30 years of service. Additional details on these plans are provided under “Retirement Benefits.”

 

The company believes that its SERP benefits are competitive relative to companies with which it competes for talent and are necessary to retain executives and to recruit new executives to join the company.

 

The primary capital accumulation opportunities for executives are: (1) stock gains under PPL’s long-term incentive program and employee stock ownership plan; and (2) voluntary savings opportunities that, for 2006, included savings through a tax-qualified employee savings plan, which is a 401(k) plan (PPL Deferred Savings Plan), and the Officers Deferred Compensation Plan, which is a nonqualified deferred compensation arrangement.

 

Under the PPL Deferred Savings Plan, PPL provides matching cash contributions of 3% of the participating employee’s pay (defined as salary plus annual cash incentive award) up to contribution limits imposed by federal tax rules. Participating employees are vested in the PPL matching contributions after one year of service. This plan provides a selection of core investment options, including publicly available mutual funds, institutionally managed funds, including the Stable Value Fund managed by Fidelity Investments during 2006, and “lifestyle funds” available from a mutual fund provider (for 2006, the lifestyle funds were Fidelity Investments’ Freedom Funds). The plan investment options also include a brokerage account option that allows participants to select from a broad range of publicly available mutual funds, including those of the plan trustee as well as competitor funds. Participants may request distribution of their accounts at any time following termination of employment.

 

PPL’s Officers Deferred Compensation Plan permits participants to defer all but $75,000 of their base salary and up to all of their annual cash incentive awards. A hypothetical account is established for each participant who elects to defer, and the participant selects one or more deemed investment choices that generally mirror those that are available generally to employees under the PPL Deferred Savings Plan. For additional details on the Officers Deferred Compensation Plan, see “Executive Compensation Tables—Nonqualified Deferred Compensation in 2006” table on page 34. Neither PPL nor the company made any matching contributions under this plan in 2006. Beginning in 2007, matching contributions will be made under this plan on behalf of participating officers to make up for matching contributions that would have been made on behalf of such officers under the PPL Deferred Savings Plan but for the imposition of certain maximum statutory limits imposed on qualified plan benefits (for example, annual limits on eligible pay and contributions). Executive officers who reach the maximum limits in the PPL Deferred Savings Plan are generally eligible for matching contributions under this plan. There is no vesting requirement for the PPL matching contributions. Retirement benefits and capital

accumulation contributions under the Officers Deferred Compensation Plan are not affected by any long-term incentive or equity awards.

 

PPL has a tax-qualified employee stock ownership plan, the PPL Employee Stock Ownership Plan or ESOP, to which PPL makes an annual contribution. Historically, PPL has contributed a dollar amount to the ESOP that is equal to the tax benefit it receives for a tax deduction on dividends paid on PPL Corporation common stock held by the trustee of the ESOP. Contributions are then allocated among the ESOP participants based on the following two measures: (1) the amount of total dividends paid on the participant’s account; and (2) a pro rata amount based on salary up to a median salary amount. The total allocation cannot exceed 5% of a participant’s compensation. The ESOP trustee invests exclusively in PPL Corporation common stock. All named executive officers participate in the ESOP, as well as employees of PPL’s major business lines. Shares held for a minimum of 36 months are available for withdrawal, and participants may request distribution of their account at any time following termination of employment. There is no vesting period for contributions made under the ESOP. The participant has the option of receiving the actual shares of common stock or the cash equivalent of such shares.

 

Special Compensation

 

In addition to the annual direct and indirect compensation described above, PPL provides special compensation in response to specific situations.

 

Hiring and Retention. As part of the executive recruiting process, the company makes offers of employment to new executive candidates to attract talent to the company and to compensate these candidates for compensation they may lose when terminating employment with their prior employer.

 

Generally, annual compensation for new executive officers is consistent with that of current executives in similar positions. Incentive awards for the year of hire are generally prorated for the period of service during the executive’s initial year of employment and made after the close of the year, when awards are made for other executives. Annual, long-term incentive awards are not typically granted upon hire; however, one-time awards may be made in cash or in restricted stock or units to replace value a new executive may be losing from a former employer or as part of a sign-on award to encourage an executive to join the company.

 

In limited circumstances, generally involving mid-career hires, PPL enters into retention agreements with key executives to encourage their long-term employment with PPL. These agreements typically involve the grant of restricted stock on which the restrictions lapse upon the attainment of age 60, but may vary on a case-by-case basis. During the term of the restrictions, the executive receives dividends. The intention is to retain key executives for the long term and to focus the executive’s attention on stock price growth during the retention period.

 

Individual awards vary based on an executive’s level, company service and the need for retention and/or the market demand for an executive’s talent. The amount of an award is typically a multiple of salary converted to restricted stock as of the grant date. For specific details on retention agreements that are outstanding for named executive officers, see “Retention Agreements” on page 36.

 

Severance. The company has not entered into traditional employment agreements with executives, including the named executive officers. There are no specific agreements pertaining to length of employment that would commit the company to pay an executive for a specific period. All executives are “employees-at-will” whose employment is conditioned on performance and subject to termination by the company or a PPL affiliate at any time.

 

The company does not maintain a general severance policy for executives. Separation benefits are determined, as needed, on a case-by-case basis. However, as discussed below, there is a structured approach to separation benefits for involuntary (and select voluntary or “good reason” as defined in “Change-in-Control Arrangements” below at page 34) terminations of employment in connection with a change in control of PPL Corporation.

 

The company, or a PPL affiliate, has entered into agreements with certain executives, typically in connection with a mid-career hire situation and as part of an offer of employment, in which a year’s salary is promised in severance pay in the event the executive is terminated for reasons other than cause. In addition to severance pay, in some instances the company, or a PPL affiliate, will continue active employee health, dental and basic life insurance benefits during the severance period. Severance benefits payable under these arrangements are conditioned on the executive agreeing to release the company from any liability arising from the employment

relationship. Additional details on current arrangements for named executive officers are discussed under “Termination Benefits” below at page 36.

 

Change-in-Control Protections. PPL believes executive officers who are terminated or elect to resign for “good reason” (as defined in “Change-in-Control Arrangements” below at page 34) in connection with a change in control of PPL Corporation should be provided separation benefits. These benefits are intended to ensure that executives focus on serving PPL and shareowner interests without the distraction of possible job and income loss.

 

The major components of PPL’s change-in-control protections are:

 

 

PPL’s change-in-control benefits are consistent with the practices of companies with whom PPL competes for talent and assist in retaining executives and recruiting new executives to the company.

 

Accelerated Vesting of Equity Awards. As of the close of a transaction that results in a change in control of PPL Corporation, all outstanding equity grants awarded as part of PPL’s compensation program (excluding restricted stock and restricted stock units issued pursuant to retention agreements) become available to executives. As a result, stock awards granted as part of the long-term incentive program accelerate—in other words, restrictions on all outstanding restricted stock units lapse and all unexercisable stock options become exercisable. Stock options granted prior to 2007 are exercisable for 36 months following a qualifying termination of employment in connection with a change in control; options granted in 2007 and after are, after a change in control, exercisable for the remaining term of the stock option.

 

Severance Benefits. PPL Corporation has entered into severance agreements with each of the named executive officers that provide benefits to the executives upon specified terminations of employment in connection with a change in control of PPL Corporation. The benefits provided under these agreements replace any other severance benefits provided to these officers by PPL Corporation, or any prior severance agreement. Additional details on the terms of these severance agreements are described in “Change-in-Control Arrangements” at page 34.

 

Rabbi Trust. PPL Corporation has entered into a trust arrangement which currently covers the SERP and the Officers Deferred Compensation Plan and provides that specified trusts are to be funded when a “change in control” occurs. See “Change-in-Control Arrangements” at page 34 for a description of change-in-control events.

 

The trusts would become irrevocable upon the occurrence of a potential change in control and are currently unfunded. As a result of action taken by the PPL Corporation Board of Directors in October 2006, PPL Corporation is in the process of adopting an additional trust for executive benefits to cover the severance agreements and modifying the current trust arrangement to provide for immediate funding of benefits upon the occurrence of a potential change in control and to provide that the trusts can be revoked and the contributions returned if a change in control in fact does not occur. The new trust arrangement would have the same funding and revocation with refund provisions as the modifications made to the existing trust arrangement. There are no current plans to fund any of the trusts.

 

All benefit protection trusts would be funded in the event of a change in control.

 

Timing of Awards

 

The CGNC determines the timing of incentive awards for those officers who are deemed to be executive officers of PPL Corporation. During 2006, all named executive officers were considered to be executive officers of PPL Corporation except for Mr. DeCampli. As a result of his election as president of the company on April 1, 2007, Mr. DeCampli is now deemed to be an executive officer of PPL Corporation.

 

Incentive awards for executive officers, including annual cash incentive awards and long-term incentive awards, are made as soon as practical following the performance period. It has been PPL’s long-time practice to make

annual cash incentive awards and stock-based grants at the January CGNC meeting, which occurs the day before the January PPL Corporation Board of Directors meeting on the fourth Friday of January.

 

PPL does not have, nor does PPL plan to have, any program, plan or practice to time equity grants with the release of material non-public information other than the practice of making such awards annually and regularly at the January CGNC meeting.

 

Off-cycle restricted stock or restricted stock unit grants, if provided to newly hired executives as part of the hiring package, are made from time to time, normally as of the new executive’s hiring date. Prices for such stock awards are determined as of the day of hire or, if later, the day the CGNC approves the grant, based on the closing price as of the date of grant. Stock option grants are not otherwise made during the year; stock option awards, including awards for newly hired executives, are made annually at the January CGNC meeting.

 

For awards made in 2006, the market price for restricted equity award grants was the average of the high and the low price of PPL Corporation common stock on the date of grant. The market price for shares issued when the restrictions lapse is determined as the average of the high and low price on the date the restrictions expire. The exercise prices for stock option awards are determined as the average of the high and low price on the day of the grant. The CGNC approved an amendment to the ICP and the ICPKE, effective January 1, 2007, to provide for the market price of grants made after that date is now equal to the closing price, rather than the average of the high and the low price.

 

Restricted stock and stock option grants to eligible employees other than executive officers of PPL Corporation, including Mr. DeCampli, are made on March 1, as part of PPL’s annual salary review process, which is usually conducted in January and February each year. Employee salary adjustments and annual cash incentive award payments are made in the first paycheck in March.

 

The CGNC approved Mr. Abel’s 2006 restricted stock unit grant for Premium Units under the Premium Exchange Program as of March 1, 2006. Mr. Abel had previously elected to exchange a portion of his 2005 annual cash incentive award and was awarded Premium Units. The CLC approved Mr. Abel’s 2005 annual cash incentive award (his 2006 award was approved by the CGNC due to a change in practice) and approved, with CGNC delegated authority, the exchange at its meeting in February 2006. Awards for Mr. DeCampli, before he was named president of the company, were approved by the CLC.

 

Employee restricted stock unit awards are also made as of March 1 of every year. The number of stock units granted to eligible employees is determined as the employee’s target percentage times salary divided by the PPL Corporation stock market price (determined the same as for executive officer awards). Stock options granted to employees other than executive officers of PPL Corporation, including Mr. DeCampli, are granted at the same time and same exercise price as determined for executive officers.

 

Ownership Guidelines

 

Meaningful ownership of PPL Corporation common stock by executive officers has always been an important part of PPL’s compensation philosophy. In 2003, the CGNC adopted specific ownership requirements under the Executive Equity Ownership Program (“Equity Guidelines”). The Equity Guidelines provide that named executive officers should maintain levels of ownership of PPL Corporation common stock ranging in value from one times to five times base salary, as follows during 2006:

 

		Multiple of
		Base
Executive Officer		Salary
Chairman, President and CEO of PPL Corporation			5x
Executive Vice Presidents of PPL Corporation			3x
Senior Vice Presidents of PPL Corporation (including Mr. Farr)			2x
Presidents of major operating subsidiaries (including Mr. Sipics)			2x
Vice Presidents of PPL companies (including Messrs. Abel, Simmons and DeCampli)			1x

 

Executive officers at a particular guideline level must attain their minimum Equity Guidelines level by the end of their five-year anniversary at that level. Until the minimum ownership amount is achieved, executive officers are required to retain in PPL Corporation common stock (or common stock units) 100% of the gain realized from the vesting of restricted stock and stock units and the exercise of options (net of taxes and, in the case of options,

the exercise price). If an executive does not attain the guideline level within the applicable period, annual cash incentives awarded after that date may be in restricted stock/unit grants (without a premium) until actual ownership meets or exceeds the guideline level.

 

To assist executive officers in achieving or surpassing their minimum ownership amount, the CGNC adopted the Cash Incentive Premium Exchange Program (“Premium Exchange Program”). Under this program, executives may elect to defer all or a portion of the annual cash incentive award to which they would be otherwise entitled and to receive instead restricted stock units equal to 140% of the amount so deferred (an “Exchange”). The restricted stock units are subject to a three-year vesting period, with only the 40% premium portion subject to forfeiture during the restriction period. Executive officers forfeit the premium amount if they terminate employment during the restriction period. A pro rata portion of the premium is payable for executive officers who retire after attaining age 60. The full premium is payable if employment is terminated during the restriction period due to the death or disability of the executive officer. The full premium is also payable in connection with a change in control of PPL Corporation.

 

The Equity Guidelines and the Premium Exchange Program encourage increased stock ownership on the part of the executive officers, which further aligns the interests of management and shareowners. All named executive officers were in compliance with the Equity Guidelines as of the end of 2006.

 

Tax and Accounting Considerations

 

Section 162(m). Section 162(m) of the Internal Revenue Code of 1986 generally provides that publicly held corporations may not deduct in any taxable year specified compensation in excess of $1,000,000 paid to the chief executive officer and the next four most highly compensated executive officers. Performance-based compensation in excess of $1,000,000 is deductible if specified criteria are met, including shareowner approval of applicable plans. In this regard, the PPL Corporation Short-term Incentive Plan is designed to enable PPL to make cash awards to officers that are deductible under Section 162(m). Similarly, the ICP and ICPKE enable PPL to make stock option awards that are deductible under Section 162(m). Restricted stock awards granted based on sustained financial and operational results may also qualify as performance-based compensation under the terms of Section 162(m). The CGNC generally seeks ways to limit the impact of Section 162(m). However, the committee believes that the tax deduction limitation should not compromise PPL’s ability to establish and implement incentive programs that support the compensation objectives discussed above. Accordingly, achieving these objectives and maintaining required flexibility in this regard may result in compensation that is not deductible for federal income tax purposes.

 

Sections 280G and 4999. PPL Corporation has entered into separation agreements with each of the named executive officers that provide benefits to the executives upon certain terminations of employment in connection with a change in control of PPL Corporation. The agreements with Messrs. Sipics, Farr and DeCampli provide for tax protection in the form of a gross-up payment to reimburse the executive for any excise tax under Internal Revenue Code Section 4999 as well as any additional income and employment taxes resulting from such reimbursement. Code Section 4999 imposes a 20% non-deductible excise tax on the recipient of an “excess parachute payment,” and Code Section 280G disallows the tax deduction to the payor of any amount of an excess parachute payment. Payments as a result of a change in control must exceed three times the executive’s average annual compensation for tax purposes in order to be considered excess parachute payments, and then the excise tax is imposed on the parachute payments that are in excess of such amount. The intent of the tax gross-up is to provide a benefit without a tax penalty to PPL executives who are displaced in the event of a change in control. PPL believes the provision of tax protection for the adverse tax consequences imposed on the executive under these rules is consistent with market practice, is an important executive retention component of PPL’s program and is consistent with PPL’s compensation objectives. The separation agreements for Messrs. Abel and Simmons do not provide for any gross-up payments, but they do permit PPL Corporation to adjust any payments to be made to them so that the severance payments will be reduced, to the extent necessary, so that the severance payments, together with all other potential parachute payments to the executive, will not trigger an excise tax, unless paying the full severance benefits would result in a greater net after-tax benefit to the executive.

 

Section 409A. The CGNC also considers the impact of Section 409A on PPL’s compensation programs. Section 409A of the Internal Revenue Code was enacted as part of the American Jobs Creation Act of 2004 and substantially impacts the federal income tax rules applicable to nonqualified deferred compensation arrangements, as defined. In general, Section 409A governs when elections for deferrals of compensation may

be made, the form and timing permitted for payment of such deferred amounts, and the ability to change the form and timing of payments initially established. Section 409A imposes sanctions for failure to comply, including current income inclusion, a 20% penalty tax and interest on the recipient employee. PPL and the company operate their covered arrangements in a manner intended to avoid the adverse tax treatment under Section 409A. Certain amendments have already been made to the covered arrangements in this regard, and it is likely that PPL and the company will make additional amendments to their covered arrangements as future guidance is issued.

 

SFAS 123(R). In December 2004, the Financial Accounting Standard Board issued SFAS 123 (revised 2004), “Share-Based Payment,” which is known as SFAS 123(R)and prescribes the accounting for all stock-based awards. PPL Corporation adopted SFAS 123(R) effective January 1, 2006. SFAS 123(R) requires PPL to recognize compensation cost for stock-based awards using a fair value method. PPL Corporation uses the market price of its common stock at the date of grant to value its restricted stock and restricted stock unit awards and uses the Black-Scholes stock option pricing model to determine the fair value of its stock option awards. The adoption of SFAS 123(R) did not have a significant impact on the accounting for PPL Corporation’s stock-based awards, as PPL Corporation began expensing stock options on January 1, 2003 under the fair value method and the expense recognition for restricted stock and restricted stock units was not significantly changed.

 

For additional information on PPL’s accounting methods and assumptions for stock-based awards, refer to Notes 1, 12 and 23 of the company’s financial statements in the Annual Report on Form 10-K for the year ended December 31, 2006, as filed with the SEC.

 

PPL’s stock-based compensation plans allow for accelerated vesting upon an employee’s retirement. As a result, PPL recognizes the expense immediately for employees who are retirement eligible when stock-based awards are granted. For employees who are not retirement eligible when stock-based awards are granted, PPL amortizes the awards on a straight-line basis over the shorter of the vesting period or the period up to the employee’s attainment of retirement age. PPL considers “retirement eligible” as the early retirement age of 55.

 

Because the SEC requires that the value of stock-based awards that are included in the tables throughout this Information Statement be based on SFAS 123(R)expense recognition, and because of the accelerated vesting that is based on an employee’s age as described above, amounts disclosed in these tables will differ from amounts calculated for compensation purposes and described in this CD&A.

 

In addition, because the restricted stock unit awards granted for 2006 performance were not granted until January 2007, any expense for these awards will be reflected in next year’s and not this year’s Summary Compensation Table or Grants of Plan-Based Awards table and will not tie directly to the values determined by PPL’s compensation grant methodology. For example, the restrictions on an annual grant of restricted stock units lapse after three years. The grant value is determined using the methodology described as of the award date. Under SFAS 123(R), the grant is accounted for as an expense over the period of time the restrictions are in place. Therefore, only a portion of the annual grant value is expensed in the grant year. Even though the grant is for 2006 performance, because it was granted in January 2007, the expensed amount will not appear in the Summary Compensation Table until next year. Also expensed in the grant year is a portion of prior grants on which restrictions have not lapsed. If the executive officer who receives the award is age 55 or older, 100% of the award is expensed in the year of the grant because the officer is eligible for retirement.

 

The following table summarizes all compensation for the company’s president, our principal financial officer and our next three most highly compensated executive officers for the last fiscal year or “named executive officers.” Messrs. Farr, Abel and Simmons are not paid separately as officers of the company, but are employees of PPL Services Corporation. Mr. Simmons joined PPL on January 30, 2006, at which time Mr. Farr resigned as Controller. Mr. DeCampli joined the company on December 4, 2006. Mr. Sipics retired on January 1, 2007, and Mr. DeCampli was subsequently named president of the company on April 1, 2007. Restricted stock awards and stock options are for shares of PPL Corporation common stock.

 

																																	Change in
																																	Pension Value
																																	and
																																	Nonqualified
																												Non-Equity					Deferred
Name and Principal																		Stock					Option					Incentive Plan					Compensation					All Other
Position			Year					Salary(1)					Bonus(2)					Awards(3)					Awards(4)					Compensation(5)					Earnings(6)					Compensation(7)					Total
John F. Sipics				2006					$349,040					—					$355,593					$279,304					$207,900					$1,144,680					$23,655				$	2,360,172
President
Paul A. Farr				2006					388,462					—					265,027					209,167					256,000					76,291					10,063					1,205,010
Senior Vice President—Financial
James E. Abel				2006					263,466					—					152,819					141,426					135,100					206,408					8,465					907,683
Treasurer
J. Matt Simmons, Jr.				2006					199,040				$	100,000					38,402					38,773					107,500					24,886					171,434					680,035
Vice President and Controller
David G. DeCampli				2006					10,192					225,000					5,546					—					117,000					—					24,699					382,437
Senior Vice President—Transmission and Distribution Engineering and Operations

 

 

 

								ESOP					Financial										Benefits
Name			401(k) Match					Allocation					Counseling					Relocation					Paid					Total
J. F. Sipics				$7,116					$4,228					$5,000					$         —					$7,311	(b)(c)(d)			$	23,655
P. A. Farr				5,633					330					4,000					—					100	(d)				10,063
J. E. Abel				6,677					1,688					—					—					100	(d)				8,465
J. M. Simmons, Jr.				5,452					316					9,000					152,339	(a)				4,327	(b)				171,434
D. G. DeCampli				—					—					—					24,699	(a)				—					24,699

 

     _ _

 

 

The following table provides information about equity and non-equity awards granted to the named executive officers in 2006, specifically: (1) the grant date; (2) estimated possible payouts under the 2006 annual cash incentive award program; (3) the number of shares of PPL Corporation common stock underlying all stock awards, which consist of restricted stock units awarded to the named executive officers in 2006 for 2005 performance under PPL’s Incentive Compensation Plan (the ICPKE for Mr. DeCampli), and restricted stock units granted pursuant to the Premium Exchange Program described under the “Stock Ownership” section of this Information Statement; (4) the number of shares underlying stock options awarded to the named executive officers; (5) the exercise price of the stock option awards, which was calculated using the average of the high and low sale prices of PPL Corporation stock on the date of grant; and (6) the grant date fair value of each equity award computed under SFAS 123(R).

 

 

 

 

The following table provides information on all unexercised stock option awards, as well as all unvested restricted stock and restricted stock unit awards for each named executive officer. Each stock option grant is shown separately for each named executive and the restricted stock or restricted stock units that have not vested are shown in the aggregate. The vesting schedule for each grant is shown following this table, based on the option or stock award grant date. The market value of the stock awards is based on the closing market price of PPL Corporation stock as of Friday, December 29, 2006, which was $35.84. For additional information about the stock option and stock awards, see “CD&A—Compensation Elements—Direct Compensation—Long-term Incentive Awards (Equity Awards)” at page 15.