0000922224-19-000017.txt : 20190214 0000922224-19-000017.hdr.sgml : 20190214 20190214123529 ACCESSION NUMBER: 0000922224-19-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190214 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PPL Corp CENTRAL INDEX KEY: 0000922224 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 232758192 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11459 FILM NUMBER: 19603546 BUSINESS ADDRESS: STREET 1: TWO N NINTH ST CITY: ALLENTOWN STATE: PA ZIP: 18101-1179 BUSINESS PHONE: 610-774-5151 MAIL ADDRESS: STREET 1: TWO N NINTH ST CITY: ALLENTOWN STATE: PA ZIP: 18101-1179 FORMER COMPANY: FORMER CONFORMED NAME: PPL CORP DATE OF NAME CHANGE: 20000214 FORMER COMPANY: FORMER CONFORMED NAME: PP&L RESOURCES INC DATE OF NAME CHANGE: 19941123 8-K 1 ppl021420198k.htm 8-K Document


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 14, 2019

Commission File 
Number
Registrant; State of Incorporation;  
Address and Telephone Number
IRS Employer 
Identification No.
 
 
 
1-11459
PPL Corporation 
(Exact name of Registrant as specified in its charter)
(Pennsylvania)
 
Two North Ninth Street 
Allentown, PA 18101-1179
(610) 774-5151
23-2758192
 
 
 

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:

[  ]
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]







Section 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition

The information attached hereto as Exhibit 99.1 provides supplemental unaudited financial information for the U.K. Regulated Segment of PPL Corporation ("PPL"). The U.K. Regulated Segment consists of PPL Global, LLC, which primarily includes PPL's regulated electricity distribution businesses in the U.K., known as Western Power Distribution ("WPD"), the results of hedging the translation of WPD's earnings from British pound sterling into U.S. dollars and certain costs such as U.S. income taxes, administrative costs and acquisition-related financing costs.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

 
(d)
 
Exhibits
 
 
 
 
Supplemental Unaudited Financial Information of PPL Corporation's U.K. Regulated Segment.

As provided in General Instruction B.2 of Form 8-K, the information contained in this Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall any such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.


 





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.


 
PPL CORPORATION
 
 
 
 
 
By:
/s/ Stephen K. Breininger
 
 
 
Stephen K. Breininger
Vice President and Controller
 




Dated:  February 14, 2019

EX-99 2 exhibit991.htm EXHIBIT 99 Exhibit


The supplemental financial information provided below should be read in conjunction with the audited financial statements and accompanying notes of PPL Corporation ("PPL") in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the "2018 10-K") and the disclosures relevant to the U.K. Regulated Segment under Item 1. Business, and Item 7. Combined Management's Discussion and Analysis of Financial Condition and Results of Operations in the 2018 10-K.

The U.K. Regulated Segment consists of PPL Global, LLC, which primarily includes WPD's regulated electricity distribution operations, the results of hedging the translation of WPD's earnings from British pound sterling into U.S. dollars, and certain costs, such as U.S. income taxes, administrative costs and allocated acquisition-related financing costs. The information presented below was prepared on the same basis as the information presented in the 2018 10-K.

Select Condensed Consolidated Financial Information - PPL's U.K. Regulated Segment
Unaudited

PPL's U.K. Regulated Segment
Condensed Consolidated Balance Sheets
At December 31,
(Millions of Dollars)

 
 
2018
 
2017
 
 
 
 
 
Assets
 
 
 
 
Current Assets
 
$
534

 
$
685

Property, Plant & Equipment, net
 
12,437

 
12,500

Goodwill
 
2,447

 
2,596

Other Noncurrent Assets
 
1,282

 
1,032

Total Assets
 
$
16,700

 
$
16,813

 
 
 
 
 
Liabilities and Equity
 
 
 
 
Current Liabilities (including debt due within one year)
 
$
1,020

 
$
1,575

Long-term Debt
 
7,572

 
7,411

Deferred Credits and Other Noncurrent Liabilities
 
882

 
909

Equity
 
7,226

 
6,918

Total Liabilities and Equity
 
$
16,700

 
$
16,813


The spot rates of U.S. Dollar per British pound sterling used to translate the WPD Balance Sheet from British pound sterling to U.S. dollars were $1.28/£ and $1.35/£ as of December 31, 2018 and 2017, respectively. In 2018, changes in this exchange rate resulted in a foreign currency translation loss of $453 million, which primarily reflected a $754 million decrease to PP&E and $150 million decrease to goodwill, partially offset by a $445 million decrease to long-term debt and a $6 million decrease to other net liabilities.





PPL's U.K. Regulated Segment
Condensed Consolidated Statements of Cash Flows
For the Years Ended December 31,
(Millions of Dollars)


 
 
2018
 
2017
Cash Flows From Operating Activities
 
 
 
 
Net Income
 
$
1,114

 
$
652

Adjustments to reconcile net income to net cash provided by operating activities
 
 
 
 
Depreciation
 
247

 
230

Unrealized (gains) losses on derivatives
 
(190
)
 
166

Other
 
(68
)
 
(48
)
Changes in current assets and current liabilities
 
(64
)
 
74

Other operating activities
 
 
 
 
Defined benefit plans - funding
 
(186
)
 
(486
)
Other
 
62

 
48

Net cash provided by operating activities
 
915

 
636

Cash Flows from Investing Activities
 
 
 
 
Expenditures for long-lived assets
 
(954
)
 
(1,015
)
Other
 
19

 
6

Net cash used in investing activities
 
(935
)
 
(1,009
)
Cash Flows from Financing Activities
 
 
 
 
Net Distributions to PPL
 
(214
)
 
(44
)
Issuance of long-term debt
 
541

 
389

Retirement of long-term debt
 

 
(98
)
Settlement of cross-currency swaps
 

 
19

Net (decrease) increase in short-term debt
 
(347
)
 
139

Other
 
(1
)
 

Net cash (used in) provided by financing activities
 
(21
)
 
405

Effect of Exchange Rates on Cash, Cash Equivalents and Restricted Cash
 
(18
)
 
15

Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash
 
(59
)
 
47

Cash, Cash Equivalents and Restricted Cash at Beginning of Period
 
83

 
36

Cash, Cash Equivalents and Restricted Cash at End of Period
 
$
24

 
$
83

Supplemental Disclosures of Cash Flow Information
 
 
 
 
Cash paid during the period for:
 
 
 
 
Interest - net of amount capitalized
 
$
347

 
$
331

Income taxes - net
 
$
193

 
$
80

Significant non-cash transactions:
 
 
 
 
Accrued expenditures for property, plant and equipment at December 31,
 
$
37

 
$
53

Accrued expenditures for intangible assets at December 31,
 
$
64

 
$
68









PPL's U.K. Regulated Segment
Condensed Consolidated Statements of Income
For the Years Ended December 31,
(Millions of Dollars)

 
 
20181
 
20171
Operating revenues
 
$
2,268

 
$
2,091

Other operation and maintenance
 
538

 
449

Depreciation
 
247

 
230

Taxes, other than income
 
134

 
127

Total operating expenses
 
919

 
806

Other Income (Expense) - net2
 
403

 
(84
)
Interest Expense
 
413

 
397

Income Taxes
 
225

 
152

Net Income
 
1,114

 
652

Less: Special Items
 
146

 
(233
)
Earnings from Ongoing Operations3
 
$
968

 
$
885


The following after-tax gains (losses), which management considers special items, impacted PPL's U.K. Regulated Segment's results.
 
 
2018
 
2017
 
Income Statement Line Item
Foreign currency economic hedges, net of tax of ($39), $594
 
$
148

 
$
(111
)
 
Other Income (Expense) - net
U.S. tax reform5
 
3

 
(122
)
 
Income Taxes
Death benefit, net of tax of $1, $06
 
(5
)
 

 
Other operation and maintenance
Total
 
$
146

 
$
(233
)
 
 


1 The average rates of U.S. Dollar per British pound sterling used to translate the WPD Statement of Income from British pound sterling to U.S. dollars were $1.31/£ and $1.20/£ as of December 31, 2018 and 2017, respectively.

2 "Other Income (Expense) - net" is primarily comprised of: realized and unrealized hedging results from hedging the translation of WPD's earnings from British pound sterling into U.S. dollars and non-service cost components of net periodic benefit credits.

3 A non-GAAP financial measure that should not be considered as an alternative to net income, an indicator of operating performance determined in accordance with GAAP. PPL believes that Earnings from Ongoing Operations is useful and meaningful to investors because it provides management's view of PPL's earnings performance as another criterion in making investment decisions. In addition, PPL's management uses Earnings from Ongoing Operations in measuring achievement of certain corporate performance goals, including targets for certain executive incentive compensation. Other companies may use different measures to present financial performance.

Earnings from Ongoing Operations is adjusted for the impact of special items. Special items are presented in the financial tables on an after-tax basis with the related income taxes on special items separately disclosed. Income taxes on special items, when applicable, are calculated based on the effective tax rate of the entity where the activity is recorded. Special items include:

Unrealized gains or losses on foreign currency economic hedges (as discussed below).
Gains and losses on sales of assets not in the ordinary course of business.
Impairment charges.
Significant workforce reduction and other restructuring effects.
Acquisition and divestiture-related adjustments.





Other charges or credits that are, in management's view, non-recurring or otherwise not reflective of the company's ongoing operations.

Unrealized gains or losses on foreign currency economic hedges include the changes in fair value of foreign currency contracts used to hedge GBP-denominated anticipated earnings. The changes in fair value of these contracts are recognized immediately within GAAP earnings. Management believes that excluding these amounts from Earnings from Ongoing Operations until settlement of the contracts provides a better matching of the financial impacts of those contracts with the economic value of PPL's underlying hedged earnings. See Note 17 to the Financial Statements of the 2018 10-K for additional information on foreign currency economic activity.

4 Represents unrealized gains (losses) on contracts that economically hedge anticipated GBP-denominated earnings.

5 During 2018, PPL recorded adjustments to certain provisional amounts recognized in the December 31, 2017 Statement of Income relating to the enactment of the Tax Cuts and Jobs Act. During 2017, PPL recorded deferred income tax expense for the enactment of the Tax Cuts and Jobs Act. See Note 6 to the Financial Statements of the 2018 10-K for additional information.

6 Primarily a payment related to the death of the WPD Chief Executive.