<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Pennsylvania Power & Light Company
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF PP&L APPEARS HERE]
PP&L, Inc.
Notice of Annual Meeting
April 24, 1998
and
Proxy Statement
(including appended
1997 Financial Statements)
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREOWNERS
The Annual Meeting of Shareowners of PP&L, Inc. ("PP&L" or "the Company")
will be held at Lehigh University's Stabler Arena, at the Goodman Campus
Complex located in Lower Saucon Township, outside Bethlehem, Pennsylvania, on
Friday, April 24, 1998, at 1:30 p.m., preceding the Annual Meeting of
Shareowners of PP&L Resources, Inc. The Annual Meeting will be held for the
purposes stated below and more fully described in the accompanying Proxy
Statement, and to transact such other business as may properly come before the
Meeting or any adjournments thereof:
1. The election of three directors for a term of three years.
The Board of Directors is not aware of any other matters to be presented for
action at the Annual Meeting. If any other business should properly come
before the meeting, it is the intention of the Board of Directors that the
persons named as proxies will vote in accordance with their best judgment.
After reading the Proxy Statement, please mark, sign, date and return your
Proxy as soon as possible, to assure your representation at the meeting. Only
Shareowners of record at the close of business on Friday, February 27, 1998,
will be entitled to vote at the Annual Meeting or any adjournments thereof. If
the Annual Meeting is interrupted or delayed for any reason, the Shareowners
attending the adjourned Meeting shall constitute a quorum and may act upon
such business as may properly come before the Meeting.
By Order of the Board of Directors.
/s/ Robert J. Grey
Robert J. Grey
Secretary
March 13, 1998
<PAGE>
PROXY STATEMENT
The Company's principal executive offices are located at Two North Ninth
Street, Allentown, Pennsylvania 18101, telephone number (610) 774-5151. This
Proxy Statement and the accompanying Proxy, solicited on behalf of the Board
of Directors, were first released to Shareowners on or about March 13, 1998.
OUTSTANDING STOCK AND VOTING RIGHTS
The Board of Directors has established Friday, February 27, 1998, as the
record date for Shareowners entitled to vote at the Annual Meeting (the
"Record Date"). The transfer books of the Company will not be closed. The
Company's Restated Articles of Incorporation divide its voting stock into four
classes: 4 1/2% Preferred Stock, Series Preferred Stock, Preference Stock and
Common Stock. There were no shares of Preference Stock outstanding on the
Record Date. Each currently outstanding share of each class of stock entitles
the holder to one vote upon any business properly presented to the Annual
Meeting. A total of 161,964,127 shares was outstanding on the Record Date,
consisting of 157,300,382 Common Shares (all owned by PP&L Resources, Inc.
("PP&L Resources")), 530,189 shares of 4 1/2% Preferred Stock and 4,133,556
shares of Series Preferred Stock.
As of February 15, 1998, the following are the only entities known by the
Company to own more than five percent of any class or series of preferred
stock entitled to vote at the Annual Meeting.
<TABLE>
<CAPTION>
NAME AND NUMBER OF PERCENT OF
ADDRESS OF SHARES CLASS
TITLE BENEFICIAL OWNER BENEFICIALLY OWNED OR SERIES
----- ------------------------------------ ------------------ ----------
<C> <S> <C> <C>
4 1/2% PP&L Resources, Inc. 282,010 53.19%
Preferred Stock Two North Ninth Street
Allentown, PA 18101
3.35% Series PP&L Resources, Inc. 21,178 50.69%
Preferred Stock Two North Ninth Street
Allentown, PA 18101
4.40% Series PP&L Resources, Inc. 111,097 48.56%
Preferred Stock Two North Ninth Street
Allentown, PA 18101
4.60% Series PP&L Resources, Inc. 34,386 54.58%
Preferred Stock Two North Ninth Street
Allentown, PA 18101
5.95% Series PP&L Resources, Inc. 290,000 96.67%
Preferred Stock Two North Ninth Street
Allentown, PA 18101
6.05% Series PP&L Resources, Inc. 250,000 100.00%
Preferred Stock Two North Ninth Street
Allentown, PA 18101
6.125% Series PP&L Resources, Inc. 834,500 72.57%
Preferred Stock Two North Ninth Street
Allentown, PA 18101
6.15% Series PP&L Resources, Inc. 152,500 61.00%
Preferred Stock Two North Ninth Street
Allentown, PA 18101
6.33% Series PP&L Resources, Inc. 954,000 95.40%
Preferred Stock Two North Ninth Street
Allentown, PA 18101
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
NAME AND NUMBER OF
ADDRESS OF SHARES PERCENT OF
TITLE BENEFICIAL OWNER BENEFICIALLY OWNED SERIES
----- ------------------------------------ ------------------ ----------
<C> <S> <C> <C>
6.75% Series PP&L Resources, Inc. 759,230 89.32%
Preferred Stock Two North Ninth Street
Allentown, PA 18101
6.75% Series Wellington Management Company, LLP 85,000(a) 10%
Preferred Stock 75 State Street
Boston, MA 02109
</TABLE>
- -------
(a) Number of shares beneficially owned includes shares for which Wellington
Management Company, LLP exercises investment and/or voting power, but
which are held by one of its wholly owned subsidiaries and/or investment
advisory clients.
Execution of the Proxy will not affect a Shareowner's right to attend the
Annual Meeting and vote in person. Any Shareowner giving a Proxy has the right
to revoke it at any time before it is voted by giving notice in writing to the
Secretary. Shares represented by Proxy will be voted in accordance with the
instructions given. In the absence of instructions to the contrary, the Proxy
solicited hereby will be voted FOR the election of directors. Abstentions and
broker non-votes are not counted as either "yes" or "no" votes.
To preserve voter confidentiality, the Company voluntarily limits access to
Shareowner voting records to certain designated employees. These employees
sign a confidentiality agreement which prohibits them from disclosing the
manner in which a Shareowner has voted to any Company employee 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.
With respect to Proposal 1 (the election of directors), 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 receiving 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 accompanying Proxy. Shares
will be voted for the remaining nominees on a pro rata basis.
PROPOSAL 1: ELECTION OF DIRECTORS
PP&L has a classified Board of Directors, currently consisting of twelve
directors divided into three classes. These classes consist of four directors
whose terms will expire at the 1998 Annual Meeting, four directors whose terms
will expire at the 1999 Annual Meeting, and four directors whose terms will
expire at the 2000 Annual Meeting. The directors of PP&L also serve as the
directors of PP&L Resources.
The nominees this year are William F. Hecht, Stuart Heydt and Marilyn Ware
Lewis. All of the nominees are currently serving as directors. Mr. Hecht was
elected by the Shareowners at the 1996 Annual Meeting and Dr. Heydt was
elected by the Shareowners at the 1995 Annual Meeting. Ms. Lewis was elected
by the Board of Directors effective January 1, 1998. If elected by the
Shareowners, the above nominees would serve until the 2001 Annual Meeting and
until their successors shall be elected and qualified. Following their
election and the retirement of certain directors as discussed below, there
would be ten members of the Board of Directors, consisting of three classes:
three directors whose terms would expire at the 1999 Annual Meeting, four
directors whose terms would expire at the 2000 Annual Meeting, and three
directors whose terms would expire at the 2001 Annual Meeting. In order to
make the classes as nearly equal as possible, Mr. Hecht would be elected to
the class of 2001 and would no longer be a member of the class of 1999.
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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, the accompanying Proxy will be voted for the
election of such other person as the Board of Directors may recommend in place
of that nominee. In connection with her election, Ms. Lewis has agreed to
resign as a Director of PP&L Resources and PP&L in the event that the pending
acquisition of Penn Fuel Gas, Inc. ("PFG") by PP&L Resources is not
consummated.
THE BOARD OF DIRECTORS
RECOMMENDS THAT SHAREOWNERS VOTE FOR PROPOSAL 1
NOMINEES FOR DIRECTORS:
[PHOTO OF WILLIAM F. HECHT, 54, is Chairman, President and Chief
WILLIAM F. Executive Officer of both PP&L Resources, Inc. and PP&L, Inc.
HECHT APPEARS Mr. Hecht received a B.S. and M.S. in Electrical Engineering
HERE] from Lehigh University, and joined PP&L in 1964. He was elected
President and Chief Operating Officer in 1991 and was named to
his present PP&L, Inc. position in 1993, and to his PP&L
Resources, Inc. position in February 1995. Mr. Hecht is a
director of a number of civic and charitable organizations. He
is chair of the Executive Committees of the Boards and of the
Corporate Leadership Council, an internal committee comprised
of the senior officers of PP&L Resources, Inc. Mr. Hecht has
been a director since 1990.
[PHOTO OF STUART HEYDT, 58, has been Chief Executive Officer of the Penn
STUART HEYDT State Geisinger Health System since July 1997. Prior to that
APPEARS HERE] time, from 1991 to 1997 he was the President and CEO of the
Geisinger Foundation in Danville, Pennsylvania. The Penn State
Geisinger Health System, created in July 1997 as a result of a
merger of the clinical enterprises of the Geisinger Foundation
and the Milton S. Hershey Medical Center, is a not-for-profit
corporation involved in health care and related services. Dr.
Heydt, who specializes in maxillofacial surgery, attended
Dartmouth College and received an M.D. from the University of
Nebraska. He is past president of the American College of
Physician Executives and a director of Bucknell University,
Wilkes University, PNC Bank (Northeast PA) and PNC Bank, N.A.
He is chair of the Audit and Corporate Responsibility Committee
as well as member of the Compensation and Corporate Governance
and Executive Committees. Dr. Heydt has been a director since
1991.
[PHOTO OF MARILYN WARE LEWIS, 54, is Chairman of American Water Works
MARILYN WARE Company, Inc. of Voorhees, New Jersey, a position she has held
LEWIS APPEARS since 1988. American Water Works is the largest water utility
HERE] holding company in the country. In addition, she has served as
a director of Penn Fuel Gas, Inc. since 1990 and is a director
of CIGNA Corp. She attended American University and the
University of Pennsylvania. Ms. Lewis has been a director since
January 1998. She is a member of the Audit and Corporate
Responsibility Committee.
DIRECTORS CONTINUING IN OFFICE:
[PHOTO OF FREDERICK M. BERNTHAL, 55, is President of Universities
FREDERICK M. Research Association (URA), Washington, D.C., a position he has
BERNTHAL held since 1994. URA is a consortium of 87 major research
APPEARS HERE] universities, and is management and operations contractor on
behalf of the U. S. Department of Energy for the Fermi National
Accelerator Laboratory. Dr. Bernthal served from 1990 to 1994
as Deputy Director of the National Science Foundation, from
1988 to 1990 as Assistant Secretary of State for Oceans,
Environment and Science, and from 1983 to 1988 as a member of
the U. S. Nuclear Regulatory Commission. He received a B.S. in
chemistry from Valparaiso University, and a Ph.D. in nuclear
chemistry from the University of California at Berkeley. Dr.
Bernthal, a member of the Audit and Corporate Responsibility
and Nuclear Oversight Committees, has been a director since
March 1, 1997; his term ends in 1999.
3
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[PHOTO OF E. ALLEN DEAVER, 62, retired in January 1998 as Executive Vice
E. ALLEN President and a director of Armstrong World Industries, Inc.,
DEAVER APPEARS Lancaster, Pa., a manufacturer of interior furnishings and
HERE] specialty products. He graduated from the University of
Tennessee with a B.S. in Mechanical Engineering and joined
Armstrong in 1960. He is a director of the Internacional de
Ceramica S.A. (Mexico) and a former director of the National
Association of Manufacturers, the Pennsylvania Economy League,
and the Pennsylvania Chamber of Business and Industry. Mr.
Deaver, chair of the Compensation and Corporate Governance
Committees and a member of the Executive and Finance
Committees, has been a director since 1991; his term ends in
2000.
[PHOTO OF NANCE K. DICCIANI, 50, is Vice President and Monomers Business
NANCE K. Unit Director, Rohm and Haas Company, Philadelphia, Pa., a
DICCIANI specialty chemical company. Dr. Dicciani joined Rohm and Haas
APPEARS HERE] in 1991 as Business Unit Director, Petroleum Chemicals, and
held various positions in the Petroleum Chemicals Division
until being named to her current position in 1996. She received
a B.S. in Chemical Engineering from Villanova University, an
M.S. from the University of Virginia, an M.B.A. from the
Wharton School of Business and a Ph.D. from the University of
Pennsylvania. She is a trustee of Villanova University. Dr.
Dicciani, chair of the Nuclear Oversight Committee and a member
of the Finance Committees, has been a director since 1994; her
term ends in 2000.
[PHOTO OF WILLIAM J. FLOOD, 62, is Secretary-Treasurer of Highway
WILLIAM J. Equipment & Supply Co. (HESCO), Harrisburg, Pa., supplier of
FLOOD APPEARS heavy equipment for highway construction, industry and general
HERE] contractors. Mr. Flood received a B.A. from Dartmouth College
and joined HESCO in 1960. He is a director of HESCO, Penn State
Geisinger Health System, Hescorp, Inc. and PNC Bank (Northeast
PA). A member of the Audit and Corporate Responsibility and
Nuclear Oversight Committees, Mr. Flood has been a director
since 1990; his term ends in 1999.
[PHOTO OF ELMER D. GATES, 68, is Vice Chairman of Fuller Company,
ELMER D. GATES Bethlehem, Pa., a company involved in the design and
APPEARS HERE] manufacture of plants, machinery and equipment used in the
cement, paper, power and processing industries. He has a B.S.
in Mechanical Engineering from Clarkson College. Mr. Gates is a
former director of Ambassador Bank, a director of SI Handling
Systems, Inc. and president of the Lehigh Valley Partnership
and the Lehigh Valley Economic Development Corporation. He is
also Chairman, Chief Executive Officer and a director of
Birdsboro Ferrocast, Inc., a steel foundry located in
Birdsboro, Pa. In 1992, Birdsboro Ferrocast filed a voluntary
petition under Chapter 11 of the Bankruptcy Code. Mr. Gates,
chair of the Finance Committees and a member of the
Compensation and Corporate Governance and Executive Committees,
has been a director since 1989; his term ends in 2000.
[PHOTO OF FRANK A. LONG, 57, is Executive Vice President of PP&L
FRANK A. LONG Resources, Inc. and Executive Vice President and Chief
APPEARS HERE] Operating Officer of PP&L, Inc. Mr. Long received a B.S. in
Electrical Engineering from Northeastern University, and joined
PP&L in 1963. Senior Vice President-System Power & Engineering
from 1990 until 1993, he was named to his present PP&L, Inc.
position in 1993 and to his PP&L Resources, Inc. position in
February 1995. Mr. Long is a member of the Pennsylvania
Electric Association Executive Committee, and a director of the
Smart Discovery Center and the Homemaker/Home Health Aide
Services of Lehigh County. A director since 1993, Mr. Long's
term ends in 1999.
4
<PAGE>
[PHOTO OF NORMAN ROBERTSON, 70, served as Senior Vice President and Chief
NORMAN Economist of Mellon Bank N.A., Pittsburgh, Pa., until his
ROBERTSON retirement in 1992. Mr. Robertson received a B.S. in Economics
APPEARS HERE] from the University of London, England, and attended the London
School of Economics. Mr. Robertson is an independent economic
advisor to Smithfield Trust Company, a private investment
management firm. He is also an Adjunct Professor of Economics
at Carnegie Mellon University. Mr. Robertson, a member of the
Executive, Finance and Compensation and Corporate Governance
Committees, has been a director since 1969; his term ends in
2000.
DIRECTORS RETIRING AS OF THE 1998 ANNUAL MEETING:
The Company wishes to acknowledge with gratitude the many years of service
provided by the following directors who will retire as of the 1998 Annual
Meeting. Each of these directors has provided valued advice and leadership to
the Company, and we wish them well in their retirements and future endeavors.
[PHOTO OF CLIFFORD L. JONES, 70, served as President of the Capital
CLIFFORD L. Region Economic Development Corporation, Camp Hill, Pa., from
JONES APPEARS 1992 until 1994. Prior to that, he served as President of the
HERE] Pennsylvania Chamber of Business and Industry from 1983 until
his retirement in 1991. Mr. Jones had previously served as
Chairman of the Pennsylvania Public Utility Commission and as
Secretary of the Pennsylvania Department of Environmental
Resources. He received a B.A. from Westminster College. Mr.
Jones is a director of Mercom, Inc., a Michigan-based cable
television company. A director since 1989, Mr. Jones was a
member of the Audit and Corporate Responsibility and Nuclear
Oversight Committees.
[PHOTO OF RUTH LEVENTHAL, 57, is Professor of Biology at the Milton S.
RUTH Hershey Medical Center, Hershey, Pa. She previously had served
LEVENTHAL as Provost and Dean of Penn State Harrisburg, a position which
APPEARS HERE] she held from 1984 through 1994. Dr. Leventhal earned a B.S. in
Medical Technology, a Ph.D. in Parasitology and an M.B.A. from
the University of Pennsylvania. Dr. Leventhal is a director of
Mellon Bank (Commonwealth region) and founding chair of the
Council for Public Education. She is active in a number of
charitable, civic and professional organizations. A director
since 1988, Dr. Leventhal was a member of the Audit and
Corporate Responsibility and Nuclear Oversight Committees.
GENERAL INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS
DIRECTOR ATTENDANCE AT BOARD MEETINGS
The Board of Directors held ten meetings during 1997. Each director attended
at least 75% of the meetings held by the Board and its Committees during the
year, except for Dr. Dicciani, who attended 67%. The average attendance of
directors at Board and Committee meetings held during 1997 was 95%.
COMPENSATION OF DIRECTORS
Directors who are Company employees receive no separate compensation for
service on the Board of Directors or Committees of the Board of Directors. As
of January 1, 1998, non-employee directors receive a retainer of $39,000 per
year, of which a minimum of $21,000 is allocated to a deferred stock account
under the Directors Deferred Compensation Plan ("DDCP"); a fee of $1,000 for
attending Board of Directors meetings, Committee meetings and other meetings
at the Company's request; and a fee of $150 for participating in meetings held
by telephone conference call. Only one attendance fee is paid when the Boards
of PP&L Resources and PP&L meet on the same day, and when "dual" committee
meetings are held on the same day. Also, only one retainer is paid for service
on the Boards of both PP&L Resources and PP&L.
5
<PAGE>
Non-employee directors may elect to defer all or any part of the retainer
and fees, pursuant to the DDCP. Under this Plan, these directors can defer
compensation into a cash account or a deferred stock account. Payment of these
amounts and applicable interest or dividends can be deferred until after the
director's retirement from the Board of Directors, at which time they can
receive these funds in one or more annual installments for a period of up to
ten years.
Under the terms of the DDCP, any increase in the annual retainer is
automatically allocated to each director's deferred stock account. As with the
DDCP benefits, this additional deferred stock together with applicable
dividends is available to the directors after retirement from the Board, at
which time they can receive this stock in one or more annual installments for
a period of up to ten years.
CERTAIN TRANSACTIONS INVOLVING DIRECTORS OR EXECUTIVE OFFICERS
The SEC requires disclosure of certain business transactions or
relationships between PP&L Resources or its subsidiaries, and other
organizations with which any of PP&L's directors or executive officers is
affiliated as an owner, partner, director, or executive officer.
Marilyn Ware Lewis is also a director of PFG and, collectively with her
three siblings, beneficially owns 347,407 common shares of PFG (the "MWL
Shares"). Ms. Lewis' mother, Marian S. Ware, beneficially owns 331,959 common
shares of PFG and 670,998 preferred shares of PFG (collectively, the "MSW
Shares"). Pursuant to certain powers of attorney, Ms. Lewis has certain rights
with respect to the MSW Shares, including the right to vote and dispose of the
MSW Shares. Prior to Ms. Lewis being elected as a director of PP&L, PFG, PP&L
Resources and Keystone Merger Corp., a wholly owned subsidiary of PP&L
Resources ("Keystone"), had entered into an Agreement and Plan of Merger,
dated as of June 26, 1997, pursuant to which Keystone would be merged (the
"PFG Merger") with and into PFG such that PFG would become a wholly owned
subsidiary of PP&L Resources. In the PFG Merger, provided regulatory approvals
are obtained, (i) each share of PFG common stock outstanding prior to the PFG
Merger will be converted into the right to receive between 6.968 and 8.516
shares of PP&L Resources common stock and (ii) each share of PFG preferred
stock outstanding prior to the PFG Merger will be converted into the right to
receive between 0.682 and 0.833 common shares of PP&L Resources. Consequently,
upon consummation of the PFG Merger, pursuant to the applicable conversion
ratios, the MWL Shares and the MSW Shares outstanding prior to the PFG Merger
would be converted into shares of PP&L Resources common stock.
STOCK OWNERSHIP
As noted above, all the common stock of PP&L is owned by PP&L Resources. No
directors or executive officers own any PP&L preferred stock.
BOARD COMMITTEES
The Board of Directors has four standing committees--the Executive,
Compensation and Corporate Governance, Finance, and Nuclear Oversight
Committees. Each non-employee director usually serves on two or more of these
and PP&L Resources' Board committees. (PP&L Resources' committees include the
Executive, Audit and Corporate Responsibility, Compensation and Corporate
Governance and Finance Committees. PP&L Resources' Audit and Corporate
Responsibility Committee provides audit oversight to PP&L.) All but the
Executive Committee are composed entirely of directors who are not Company
employees.
EXECUTIVE COMMITTEE. The Executive Committee exercises during the periods
between Board meetings all of the powers of the Board of Directors, except
that the Executive Committee may not elect directors, change the membership of
or fill vacancies in the Executive Committee, fix the compensation of the
directors, change the Bylaws, or take any action restricted by the
Pennsylvania Business Corporation Law or the Bylaws (including actions
committed to another Board committee). The Executive Committee of PP&L met
twice in 1997. The members of the Executive Committee for both the Company and
PP&L Resources are Mr. Hecht (chair), Dr. Heydt, and Messrs. Deaver, Gates and
Robertson.
COMPENSATION AND CORPORATE GOVERNANCE COMMITTEE. The principal functions of
the Compensation and Corporate Governance Committee are to review and evaluate
at least annually the performance of the chief executive officer and other
senior officers of the Company, and to set their remuneration, including
incentive
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awards; to review the fees paid to outside directors for their services on the
Board of Directors and its Committees; and to review management's succession
planning. For those individuals who are senior officers of both the Company
and PP&L Resources, the Compensation and Corporate Governance Committees of
both companies act jointly to set remuneration for services to both companies.
Another principal committee function is to develop and review criteria for the
qualifications of Board members, to establish and administer programs for
evaluating the performance of Board members and to identify and recommend to
the Board of Directors candidates for election to the Board. This committee
met four times in 1997. The members of the Compensation and Corporate
Governance Committee for both the Company and PP&L Resources are Mr. Deaver
(chair), Messrs. Gates and Robertson and Dr. Heydt.
Nominees for directors may be proposed by Shareowners in accordance with the
procedures set forth in the Bylaws. Recommendations for the 1999 Annual
Meeting must be received by November 16, 1998. Shareowners interested in
recommending nominees for directors should submit their recommendations in
writing to the Chair of the Compensation and Corporate Governance Committee,
c/o Secretary, Two North Ninth Street, Allentown, Pennsylvania 18101.
FINANCE COMMITTEE. The principal functions of the Finance Committee are to
approve specific Company financings, to review the Company's annual capital
and operating budgets, financing plans and overall financial strategy, and to
declare dividends when the Board is not regularly scheduled to meet or does
not meet. The Finance Committee met five times during 1997. The members of the
Finance Committee for both the Company and PP&L Resources are Mr. Gates
(chair), Dr. Dicciani, and Messrs. Deaver and Robertson.
NUCLEAR OVERSIGHT COMMITTEE. The principal functions of the Nuclear
Oversight Committee are to assist the Board of Directors in the fulfillment of
its responsibilities for oversight of the Company's nuclear function, to
advise Company management on nuclear matters, and to provide advice and
recommendations to the Board of Directors concerning the future direction of
the Company and management performance related to the nuclear function. The
Nuclear Oversight Committee met three times in 1997. The members of the
Nuclear Oversight Committee are Dr. Dicciani (chair), Messrs. Flood and Jones,
and Drs. Bernthal and Leventhal.
RETIREMENT PLANS FOR EXECUTIVE OFFICERS
PP&L officers upon retirement are eligible for benefits under the PP&L
Retirement Plan and the Supplemental Executive Retirement Plan ("SERP"). The
following table shows the estimated annual retirement benefits for executive
officers payable under these Plans:
ESTIMATED
ANNUAL RETIREMENT BENEFITS
AT NORMAL RETIREMENT AGE OF 65
<TABLE>
<CAPTION>
FIVE-YEAR
AVERAGE
ANNUAL
COMPENSATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS
------------ -------- -------- -------- --------
<S> <C> <C> <C> <C>
$250,000 85,146 118,896 131,396 143,896
300,000 105,396 145,896 160,896 175,896
350,000 125,646 172,896 190,396 207,896
400,000 145,896 199,896 219,896 239,896
450,000 166,146 226,896 249,396 271,896
500,000 186,396 253,896 278,896 303,896
550,000 206,646 280,896 308,396 335,896
600,000 226,896 307,896 337,896 367,896
650,000 247,146 334,896 367,396 399,896
700,000 267,396 361,896 396,896 431,896
750,000 287,646 388,896 426,396 463,896
800,000 307,896 415,896 455,896 495,896
850,000 328,146 442,896 485,396 527,896
900,000 348,396 486,000 514,896 559,896
</TABLE>
Benefits under both the Retirement Plan and the SERP benefit formulas are
based on length of service and the average compensation for the highest 60
consecutive months in the final 120 months of employment. For
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purposes of calculating benefits under the Retirement Plan, the compensation
used is base salary less amounts deferred pursuant to the Officers Deferred
Compensation Plan. Base salary, including any amounts deferred, is listed in
the Summary Compensation Table which follows. (Of the officers listed in that
Table, Mr. Hecht deferred $52,000 of compensation for each of 1995, 1996 and
1997; Mr. Long deferred $26,000 for 1995 and $31,200 for each of the years
1996 and 1997; and Mr. Grey deferred $10,800 for 1995 and $600 for 1996.) For
purposes of calculating benefits under the SERP, the compensation used is base
salary, bonus and the value of any restricted stock grant for the year in
which earned, as listed in the Table, as well as dividends paid on restricted
stock.
Benefits payable under the Retirement Plan are subject to limits set forth
in the Internal Revenue Code and are not subject to any deduction for Social
Security benefits or other offset. They are computed on the basis of the life
annuity form of pension at the normal retirement age of 65. Benefits payable
under the SERP are computed on the same basis; are offset by Retirement Plan
benefits, the maximum Social Security benefit payable at 65, and in some
cases, by pensions received from prior employment; and are reduced for
retirement prior to age 60.
As of January 1, 1998, the years of credited service under the Retirement
Plan for Messrs. Hecht, Long, Byram, Grey and Hill were 27.8, 30.4, 21.3, 2.7,
and 28.4 respectively. The years of credited service under the SERP for each
of these officers are three years less than under the Retirement Plan (except
in the case of Mr. Byram, who is entitled to nine months of additional
credited service under the SERP, and Mr. Grey, who is entitled to 15.4 years
of additional credited service).
For officers hired on or after January 1, 1998, benefits under the SERP have
been changed, as follows: (i) restricted stock grants are not included in
compensation for purposes of calculating benefits under the SERP; (ii) the
percentage of pay provided as a retirement benefit is changed from 2.7% for
the first 20 years of service plus 1.0% for the next 10 years, to 2.0% for the
first 20 years and 1.5% for the next 10 years; and (iii) credit for years of
service will commence as of the employee's date of hire instead of at age 30.
The following table shows the estimated annual retirement benefits for
executive officers payable under the revised SERP:
ESTIMATED
ANNUAL RETIREMENT BENEFITS
AT NORMAL RETIREMENT AGE OF 65
(NEW PLAN)
<TABLE>
<CAPTION>
FIVE-YEAR
AVERAGE
ANNUAL
COMPENSATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS
------------ -------- -------- -------- --------
<S> <C> <C> <C> <C>
$250,000 75,000 100,000 118,750 137,500
300,000 90,000 120,000 142,500 165,000
350,000 105,000 140,000 166,250 192,500
400,000 120,000 160,000 190,000 220,000
450,000 135,000 180,000 213,750 247,500
500,000 150,000 200,000 237,500 275,000
550,000 165,000 220,000 261,250 302,500
600,000 180,000 240,000 285,000 330,000
650,000 195,000 260,000 308,750 357,500
700,000 210,000 280,000 332,500 385,000
750,000 225,000 300,000 356,250 412,500
800,000 240,000 320,000 380,000 440,000
850,000 255,000 340,000 403,750 467,500
900,000 270,000 360,000 427,500 495,000
</TABLE>
For existing officers, effective January 1, 1998, benefits under the SERP
will be calculated under the greater of the old formula or the new formula,
except that compensation for purposes of the old formula will include
restricted stock grants only to the extent earned through December 31, 2001
and will be frozen as of December
8
<PAGE>
31, 2001, and compensation for purposes of the new formula will include
restricted stock grants only to the extent earned through December 31, 1997.
In the event of certain changes in control and termination of service, PP&L
officers would be eligible for benefits under the Executive Retirement
Security Plan ("ERSP"). For purposes of this Plan, compensation and years of
credited service are the same as under the SERP, except that, under this Plan,
benefits become immediately vested for participants, salary levels used to
determine benefits are based on earnings for the twelve consecutive month
period of the highest earnings in the final 60 consecutive months immediately
preceding termination, and the penalties for early retirement are eliminated
if retirement occurs after attaining age 50. Under the Plan, executive
officers terminated by the Company within 36 months after such change in
control for reasons other than cause or disability are entitled to the greater
of the actuarial equivalent of (a) the sum of three times the executive's
annual base salary and incentive compensation; or (b) the benefit payable
under the SERP formula unreduced for early retirement. The Plan provides that
benefits payable thereunder will be reduced to the extent necessary so that no
such benefits will be subject to an excise tax under Section 4999 of the
Internal Revenue Code, unless absent such reduction, the participant would
receive a higher aggregate benefit.
In addition, in the event of a change in control or certain circumstances
that may lead to a change in control, the Compensation and Corporate
Governance Committee of the Board of Directors may change or eliminate the
restriction period applicable to any outstanding restricted stock awards under
the Incentive Compensation Plan.
SUMMARY COMPENSATION TABLE
The following table summarizes all compensation for the Chief Executive
Officer and the next four most highly compensated executive officers for the
last three fiscal years, for service for both PP&L and PP&L Resources.
Compensation amounts for these officers are the same as those shown in the
PP&L Resources' proxy statement; they are not additive. Messrs. Hecht and Long
also served as directors but received no separate remuneration in that
capacity.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------------------------------------------
OTHER ANNUAL RESTRICTED ALL OTHER
SALARY/1/ BONUS/1/ COMPENSATION/2/ STOCK AWARD/3/ COMPENSATION/4/
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) ($)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
William F. Hecht 1997 609,550 107,360 0 281,435 4,704
Chairman, President and 1996 531,194 138,600 0 138,920 4,418
Chief Executive Officer 1995 489,024 0/5/ 0 413,920 4,149
Frank A. Long 1997 414,704 85,698 0 167,599 4,750
Executive Vice President 1996 367,555 82,688 14,424 82,800 4,462
and Chief Operating Of-
ficer 1995 344,041 0/5/ 13,654 237,318 4,187
Robert G. Byram 1997 264,967 50,880 0 91,630 3,916
Senior Vice President-- 1996 246,944 48,195 0 48,300 3,673
Generation and Chief 1995 232,717 0/5/ 4,616 134,640 3,496
Nuclear Officer
Robert J. Grey 1997 249,900 48,000 0 86,488 2,682
Senior Vice President, 1996 231,878 44,415 0 44,620 2,250
General Counsel and Sec-
retary 1995 173,471 25,000/5/ 0 60,958 140,547
Ronald E. Hill/6/ 1997 219,958 42,240 9,462 76,203 4,447
Senior Vice President-- 1996 205,092 40,257 4,997 40,250 4,175
Financial 1995 199,315 0/5/ 8,808 113,883 3,936
</TABLE>
/1/ Salary and bonus data include deferred compensation. Bonus data include a
one-time employment bonus of $25,000 for Mr. Grey in 1995.
/2/ Includes longevity pay (which is compensation for vacation earned, but not
taken) and fees earned by Mr. Hill for serving as a director of Safe Harbor,
an affiliate of PP&L ($1,000 in 1995, $900 in 1996, and $1,000 in 1997).
/3/ The dollar value of restricted common stock awards was calculated by
multiplying the number of shares awarded by the closing price per share on
the date of the grant. As of December 31, 1997, the officers listed in this
table held the following number of shares of restricted common stock, with
the following values: Mr. Hecht
9
<PAGE>
--22,680 shares ($542,903); Mr. Long--15,240 shares ($364,808); Mr. Byram--
8,940 shares ($214,001); Mr. Grey--4,390 shares ($105,086), and Mr. Hill--
7,440 shares ($178,095). These year-end data do not include awards made in
January 1998 for 1997 performance, or awards which had originally been
restricted and for which the restriction periods have lapsed or been lifted.
Dividends are paid currently on restricted stock awards. All outstanding
restricted stock awards have a restriction period of three years.
/4/ Includes Company contributions to the Officers' Deferred Savings Plan and
the ESOP accounts; also includes relocation expenses paid to Mr. Grey in
1995.
/5/ Although the incentive program provides that the short-term award be paid in
cash, the then Management Development and Compensation Committee instead
made the award in restricted stock based upon comments received from the
senior officers who felt that they should have greater personal investment
in the Company and thus should receive their short-term awards in PP&L
Resources stock rather than in cash.
/6/ Mr. Hill retired from the Company effective March 1, 1998.
JOINT REPORT OF THE COMPENSATION AND CORPORATE
GOVERNANCE COMMITTEES REGARDING EXECUTIVE COMPENSATION
GENERALLY
PP&L Resources, Inc. (the "Company") is the parent holding company of PP&L,
Inc., and PP&L, Inc. is its principal subsidiary. The members of the Company's
Compensation and Corporate Governance Committee--all independent outside
directors--and Board of Directors also serve in the same capacity for PP&L,
Inc. Certain senior officers of the Company are also senior officers of PP&L,
Inc. For those individuals, references below to the Committee and Board of
Directors refer to the Committee and Board of Directors of both the Company
and PP&L, Inc. and discussions of their compensation include compensation
earned for services to both the Company and PP&L, Inc.
During 1997, the Committee reviewed and evaluated the performance and
leadership of the Chief Executive Officer and the other senior officers who
are members of the Company's Corporate Leadership Council ("senior officers"),
which provides strategic direction for the Company and its subsidiaries. The
Committee established the compensation and benefit practices for these
individuals as senior officers of the Company and its subsidiaries, including
PP&L, Inc. and PP&L Global, Inc. (an unregulated subsidiary of the Company
created to pursue worldwide energy-related business opportunities) ("PP&L
Global"). These officers include: William F. Hecht, Chairman, President and
Chief Executive Officer of the Company; Frank A. Long, Executive Vice
President of the Company; Robert G. Byram, Senior Vice President-Generation
and Chief Nuclear Officer of PP&L, Inc.; Robert D. Fagan, President of PP&L
Global; Robert J. Grey, Senior Vice President, General Counsel and Secretary
of the Company; and Ronald E. Hill, Senior Vice President--Financial of the
Company. Except for Mr. Fagan, these individuals are also senior officers of
PP&L, Inc./1/
The Company has in place two major components of executive compensation for
the senior officers and other officers of the Company and its subsidiaries--
base salary and incentive compensation. Base salaries reflect the value of the
various Company positions relative to similar positions--both within the
Company and in other companies--and individual executive performance.
Incentive compensation is awarded based on corporate performance and
shareowner value./2/ The incentive program has two separate components. A
short-term incentive plan makes cash awards available to the senior officers
based on the achievement of key corporate goals, as well as individual goals
for the other officers. A long-term incentive plan grants restricted Company
stock and/or stock options to officers based on the Company's return on common
stock equity. Both plans and their associated goals and performance targets
were developed by the Committee, and any awards made are granted by the
Committee.
BASE SALARIES
In general, the Committee's objective is to provide salary levels that are
sufficiently competitive with comparable electric utilities to enable the
Company to attract and retain high-quality executive talent. To meet this
objective, the Committee regularly reviews salary information for similar
companies. In addition, the Committee annually reviews the performance of each
executive to determine the appropriate level of base salary adjustment for
that individual.
- -------
/1/ Mr. Fagan has no position with PP&L, Inc., but is a member of the Corporate
Leadership Council and a "senior officer" of the Company by virtue of his
position as President of PP&L Global.
/2/ Because of his position as President of PP&L Global, Mr. Fagan's incentive
compensation is based on separate goals established for that position.
10
<PAGE>
In January 1997, the Committee reviewed salary ranges for the senior
officers by comparing these salary levels with levels within the utility
industry generally, and, more specifically, with executive compensation levels
at 12 comparable electric utilities./3/ All of the comparison companies were
included in the EEI (Edison Electric Institute) 100 Index of Investor-owned
Electric Utilities. The 12 electric utilities used for comparison purposes in
1997 were selected based on their similarity to PP&L, Inc. in terms of annual
revenues, service area and other measures of size.
After reviewing salary data for executive positions at comparable utilities,
the Committee reviewed the actual salaries and performance appraisals of each
of the senior officers. In the case of the Chief Executive Officer, the
Committee considered directors' individual appraisals of his performance in
determining his salary. The Committee then solicited input and recommendations
from the Chief Executive Officer regarding the performance and individual
salaries of the other senior officers.
Upon completion of this review, the Committee established the 1997 salaries
of the senior officers. As of January 1997, Mr. Hecht's total compensation was
about 10% less than the average total compensation of the chief executive
officers of the comparable companies. Also, the total compensation of the
senior officers as a group was approximately 13% less than the average paid to
their counterparts at these companies. Considering this information and
individual performance, the salaries of each of the senior officers were
increased, effective January 1, 1997. With these increases and the Company's
incentive compensation plans, the total compensation of Company executives is
approaching parity with the marketplace.
Regarding the base salaries of other corporate officers, the Board of
Directors has delegated the authority to review and set the salaries of these
officers to the senior officers. This enables the senior officers to establish
the salaries of the officers who report to them. As a result, officers'
salaries closely reflect their individual performance and contribution to the
achievement of corporate goals.
INCENTIVE AWARDS
In establishing the second component of executive compensation--incentive
awards--the Committee reviews annually the Company's performance in relation
to specific corporate objectives and the Company's overall return on common
equity. This component of compensation is intended to relate executive
compensation directly to corporate performance and shareowner value.
In 1995, the Company established a new executive compensation incentive
award program. The program has two separate components: a Short-Term Incentive
Plan and a Long-Term Incentive Plan.
SHORT-TERM INCENTIVE PLAN
The Short-Term Incentive Plan achieves the Company's objective of placing a
large portion of executive compensation "at risk" by providing the opportunity
to base approximately 30-40% of the senior officers' total compensation on the
achievement of key corporate goals. The Short-Term Incentive Plan makes cash
awards available to officers for the achievement of specific, independent
goals established for each calendar year. Maximum annual awards based on
accountability level are established for each officer according to the
following table:
<TABLE>
<CAPTION>
SHORT-TERM INCENTIVE PLAN
MAXIMUM AWARDS
(PERCENT OF BASE SALARY)
-------------------------
<S> <C>
Chief Executive Officer............ 40 %
Executive Vice President........... 35 %
Sr. Vice President................. 30 %
Vice President..................... 17.5%
</TABLE>
- -------
/3/ Mr. Fagan's salary was compared with those of similar subsidiary positions
in both regulated and non-regulated companies.
11
<PAGE>
Annual awards are determined by applying these target percentages to the
percentage of short-term goal attainment. The performance goals for each year
are established by the Committee, and the Committee reviews actual results at
each year-end to determine the appropriate goal attainment percentage to apply
to the salary targets.
The following were the goal categories for 1997:
I. FINANCIAL--based on the Company's net income and total return on common
stock.
II. OPERATIONAL--PP&L, Inc.--based on customer relations indices, the
performance of PP&L, Inc.'s power plants and energy marketing center,
safety and environmental performance and affirmative action results.
III. OPERATIONAL--PP&L Global, Inc.--based on PP&L Global's net income.
IV. CORPORATE STRATEGY--based on achievement of specific goals related to
the transition to competition, industry restructuring and new
investments.
In addition to these goals for senior officers, specific individual goals
are set for each of the other officers who then establish goals for
subordinates.
The weightings for each of these general categories vary by the level of the
individual officers to reflect the different levels of influence they have on
attainment of the goals, as follows:
GOAL CATEGORY
<TABLE>
<CAPTION>
OPERATIONAL- OPERATIONAL-
OFFICER LEVEL FINANCIAL PP&L PP&L GLOBAL STRATEGIC INDIVIDUAL
------------- --------- ------------ ------------ --------- ----------
<S> <C> <C> <C> <C> <C>
Chief Executive Offi-
cer 40% 25% 10% 25% 0%
Executive Vice Presi-
dent 30 45 5 20 0
Sr. Vice President 25 55 5 15 0
Vice President 20 35 5 0 40
</TABLE>
When the level of goal attainment in each of the above categories is
measured at the end of each year and the category weightings shown above are
multiplied by the annual award target for each position, each officer's cash
award is determined for the prior year's performance.
LONG-TERM INCENTIVE PLAN
The Company also has a Long-Term Incentive Plan which focuses solely on
increasing shareowner value. A major purpose of this component of compensation
is to encourage long-term decision-making by senior management. The Plan
establishes objectives for return on common equity (ROE) that require the
Company to compare favorably with a peer group of companies and also to
maintain appropriate levels of absolute ROE performance. Greater emphasis is
placed on the Company's relative ROE performance than on absolute ROE
performance. The logic for this approach is that relative ROE performance is
more closely correlated to the performance of Company management, whereas
external factors such as long-term interest rates have a major impact on
absolute ROE performance.
Awards are granted annually based on a review of the Company's average ROE
performance over the prior three calendar years. Each year, a new three-year
average ROE is calculated for comparative purposes. This three-year average
avoids the excessive impact of short-term fluctuations in Company or peer
group performance that may not reflect long-term achievement.
The annual award compensation targets for the Long-Term Incentive Plan are
the same as the percentages for the Short-Term Incentive Plan described above.
However, because of the nature of the formula for measuring ROE performance,
the Long-Term Incentive awards can be below or above the target percentages.
Under the Long-Term Incentive Plan, awards are made in the form of
restricted stock and/or stock options equivalent to the dollar value of the
percentage applied to base pay in effect at the end of the year. This stock
award encourages increased stock ownership on the part of the officers and
aligns the interests of management and shareowners.
12
<PAGE>
The Committee determines the applicable restriction period for the stock at
the time of grant, which, under the terms of the Long-Term Incentive Plan,
must be at least three years and not more than ten years from the date of
grant. That is, the officer can be divested of this stock during the
restriction period if he or she terminates employment with the Company. The
Plan also provides that, upon retirement, death or disability of an officer,
the outstanding restricted stock awards made to that officer will be prorated.
In such cases, the Committee may provide the officer with the entire award
rather than the prorated portion.
In this way, grants of restricted stock serve as an incentive for senior
management to continue their employment with the Company and, therefore,
contribute to continuity in top management. In the past, the grants of
restricted stock made under the Incentive Compensation Plan have been
restricted for a period of three years. No awards of stock options have ever
been made under this plan.
The Committee based the senior officers' incentive awards for 1997 solely on
the corporate goals and return on common equity achieved. In January 1998, the
Committee reviewed performance achieved during 1997 for each of the corporate
goals under the Short-Term Incentive Plan. During 1997, the Company did not
achieve either of its financial goals or the PP&L Global operational goal,
achieved 75% of the corporate strategy goals and achieved 95% of the PP&L,
Inc. operational goals. As a result of the weighting system described above,
the senior officers received the following Short-Term Incentive Plan awards as
a percent of base salary: Mr. Hecht--17.6%; Mr. Long--20.7%; Mr. Byram--19.2%;
Mr. Grey--19.2%; and Mr. Hill--19.2%. Mr. Fagan received a 1997 short-term
incentive award of 33.8% of base salary, based on separate goals related to
PP&L Global's staffing, strategic planning and strategic acquisition efforts;
budgetary control and the establishment of certain financial capabilities,
policies and programs; and investments in specific international projects.
In January 1998, the Committee also reviewed the Company's ROE performance
for the Long-Term Incentive Plan. During 1997, the Company achieved an ROE of
10.67%, resulting in a three-year average ROE of 11.92%. The peer group of
comparable companies achieved an average ROE of 9.32% and a three-year average
of 10.71%. Applying the formula for comparative and absolute ROE performance
described above, the senior officers received the following Long-Term
Incentive Plan awards as a percent of base salary: Mr. Hecht--47.2%; Mr.
Long--41.3%; Mr. Byram--35.4%; Mr. Grey--35.4%; and Mr. Hill--35.4%. Mr.
Fagan's 1997 long-term incentive award equal to 50.0% of his base salary ( 1/3
in cash and 2/3 in restricted stock) was based on an established formula
emphasizing PP&L Global's committed equity investment and cash flow.
The 1997 incentive awards made to the five most highly compensated executive
officers are shown in the Summary Compensation Table.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
In establishing Mr. Hecht's 1997 salary, in December 1996 and January 1997
the Committee reviewed the salaries of the chief executive officers of the 12
comparison electric utilities referenced above. In conducting this review, the
Committee concluded that Mr. Hecht's 1996 salary was about at the average
earned by incumbents in similar positions at those utilities. As a result of
this review and Mr. Hecht's performance, the Committee set his 1997 salary at
$610,000, effective January 1, 1997, in order to maintain this relationship
with market conditions.
Based on the Company's performance in 1997 on the specific corporate goals
under the Short-Term Incentive Plan, Mr. Hecht received a Short-Term Incentive
Plan award equal to approximately 17.6% of his year-end salary. Based on the
Company's three-year return on common equity through 1997, Mr. Hecht received
a Long-Term Incentive Plan award of restricted stock equal to approximately
47.2% of his year-end salary.
13
<PAGE>
TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Section 162(m) of the Internal Revenue Code of 1986, as amended, generally
provides that publicly held corporations may not deduct in any taxation year
certain compensation in excess of $1,000,000 paid to the chief executive
officer and the next four most highly compensated executive officers. Section
162(m) did not apply to the Company's 1997 executive compensation. The Company
will continue to monitor this issue and will establish appropriate policies in
this regard as necessary.
The Compensation and Corporate
Governance Committee
E. Allen Deaver, Chair
Elmer D. Gates
Stuart Heydt
Norman Robertson
- -------------------------------------------------------------------------------
INDEPENDENT ACCOUNTANTS
Upon the recommendation of PP&L Resources' Audit and Corporate
Responsibility Committee, which is composed of directors who are not employees
of the Company or its affiliates, the Board of Directors of PP&L Resources
appointed Price Waterhouse LLP to serve as independent accountants for the
year ending December 31, 1998, for PP&L Resources and its subsidiaries,
including the Company. This appointment is subject to reconsideration by the
Board if it is not ratified by the Shareowners of PP&L Resources.
MISCELLANEOUS
The Board of Directors is not aware of any other matters to be presented for
action at the meeting. If any other matter requiring a vote of the Shareowners
should arise, it is intended that the persons named as proxies will vote in
accordance with their best judgment.
METHOD AND EXPENSE OF SOLICITATION OF PROXIES
The cost of soliciting proxies on behalf of the Board of Directors will be
paid by the Company. In addition to the solicitation by mail, a number of
regular employees may solicit proxies in person or by telephone, telegraph or
facsimile. Brokers, dealers, banks and their nominees who hold shares for the
benefit of others will be asked to send proxy material to the beneficial
owners of the shares, and the Company will reimburse them for their expenses.
PROPOSALS FOR 1999 ANNUAL MEETING
To be included in the proxy material for the 1999 Annual Meeting, any
proposal intended to be presented at that meeting by a Shareowner must be
received by the Secretary no later than November 16, 1998.
ANNUAL FINANCIAL STATEMENTS
The Company's annual financial statements and related management discussion
are appended to this document.
By Order of the Board of Directors.
Robert J. Grey
Secretary
March 13, 1998
14
<PAGE>
[LOGO OF PP&L APPEARS HERE]
PP&L, INC.
1997 FINANCIAL STATEMENTS
<PAGE>
CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Glossary of Terms and Abbreviations....................................... A-1
Review of the Financial Condition and Results of Operations............... A-3
Report of Independent Accountants......................................... A-15
Management's Report on Responsibility for Financial Statements............ A-16
Consolidated Statement of Income.......................................... A-17
Consolidated Statement of Cash Flows...................................... A-18
Consolidated Balance Sheet................................................ A-20
Consolidated Statement of Shareowner's Common Equity...................... A-22
Consolidated Statement of Preferred Stock................................. A-23
Consolidated Statement of Company-Obligated Mandatorily Redeemable Pre-
ferred Securities........................................................ A-24
Consolidated Statement of Long-Term Debt.................................. A-25
Notes to Financial Statements............................................. A-26
Selected Financial and Operating Data..................................... A-42
Executive Officers of PP&L, Inc. ......................................... A-43
Shareowner and Investor Information....................................... A-44
Quarterly Financial Data.................................................. A-46
</TABLE>
<PAGE>
GLOSSARY OF TERMS AND ABBREVIATIONS
AFUDC (Allowance for Funds Used During Construction)--the cost of equity and
debt funds used to finance construction projects that is capitalized as part
of construction cost.
ATLANTIC--Atlantic City Electric Company
BG&E--Baltimore Gas & Electric Company
CLEAN AIR ACT (Federal Clean Air Act Amendments of 1990)--legislation
enacted to address environmental issues including acid rain, ozone and toxic
air emissions.
CTC--Competitive transition charge
CUSTOMER CHOICE ACT--(Pennsylvania Electricity Generation Customer Choice
and Competition Act)--legislation enacted to restructure the state's electric
utility industry to create retail access to a competitive market for
generation of electricity.
DEP--Pennsylvania Department of Environmental Protection
DOE--Department of Energy
DRIP (Dividend Reinvestment Plan)--program available to shareowners of PP&L
Resources common stock and PP&L preferred stock to reinvest dividends in PP&L
Resources common stock instead of receiving dividend checks.
ECR (Energy Cost Rate)--a tariff applied to PUC-jurisdictional customers to
recover fuel and other energy costs. Effective January 1997, energy costs were
rolled into base rates.
EITF--Emerging Issues Task Force
ENERGY MARKETING CENTER--organization within PP&L responsible for marketing
and trading wholesale energy.
EPA--Environmental Protection Agency
ESOP--Employee Stock Ownership Plan
FASB (Financial Accounting Standards Board)--a rulemaking organization that
establishes financial accounting and reporting standards.
FGD--Flue gas desulfurization equipment installed at coal-fired power plants
to reduce sulfur dioxide emissions.
FERC (Federal Energy Regulatory Commission)--federal agency that regulates
interstate transmission and sale of electricity and related matters.
GRT--Gross Receipts Tax
H.T. LYONS--H.T. Lyons, Inc., a PP&L Resources unregulated subsidiary
specializing in heating, ventilating and air-conditioning.
IBEW--International Brotherhood of Electrical Workers
IEC (Interstate Energy Company)--a subsidiary of PP&L that operates an oil
and gas pipeline.
ISO--Independent System Operator
JCP&L--Jersey Central Power & Light Company
MAJOR UTILITIES--Atlantic, BG&E and JCP&L
NOX--Nitrogen oxide
NPDES--National Pollutant Discharge Elimination System
NUG (Non-Utility Generator)--generating plants not owned by regulated
utilities. If the NUG meets certain criteria, its electrical output must be
purchased by public utilities as required by PURPA.
OCA--Pennsylvania Office of Consumer Advocate
A-1
<PAGE>
OSM--United States Office of Surface Mining
OTS--PUC Office of Trial Staff
PA. CNI--Pennsylvania Corporate Net Income Tax
PCB (Polychlorinated Biphenyl)--additive to oil used in certain electrical
equipment up to the late-1970s. Now classified as a hazardous chemical.
PECO--PECO Energy Company
PFG--Penn Fuel Gas, Inc.
PJM (PJM Interconnection, L.L.C.)--operates the electric transmission
network and electric energy market in the mid-Atlantic region of U.S.
PLAN--PP&L's noncontributory defined benefit pension plan.
PP&L--PP&L, Inc. (formerly Pennsylvania Power & Light Company)
PP&L CAPITAL FUNDING--PP&L Capital Funding, Inc., PP&L Resources' financing
subsidiary
PP&L CAPITAL TRUST--a Delaware statutory business trust created to issue
Preferred Securities
PP&L CAPITAL TRUST II--a Delaware statutory business trust created to issue
Preferred Securities
PP&L GLOBAL--PP&L Global, Inc., a PP&L Resources unregulated subsidiary
which invests in and develops world-wide power projects (formerly Power
Markets Development Company).
PP&L RESOURCES--PP&L Resources, Inc., the parent holding company of PP&L,
PP&L Global, PP&L Spectrum and other subsidiaries.
PP&L SPECTRUM--PP&L Spectrum, Inc., a PP&L Resources unregulated subsidiary
which offers energy-related products and services (formerly Spectrum Energy
Services Corporation).
PP&L'S MORTGAGE--PP&L's Mortgage and Deed of Trust, dated October 1, 1945
PREFERRED SECURITIES--Company-obligated mandatorily redeemable preferred
securities of subsidiary trusts holding solely company debentures (issued by
two Delaware statutory business trusts).
PSE&G--Public Service Electric & Gas Company
PUC (Pennsylvania Public Utility Commission)--state agency that regulates
certain ratemaking, services, accounting, and operations of Pennsylvania
utilities.
PUC DECISION--final order issued by the PUC on September 27, 1995 pertaining
to PP&L's base rate case filed in December 1994.
SBRCA--Special Base Rate Credit Adjustment
SEC--Securities and Exchange Commission
SFAS (Statement of Financial Accounting Standards)--accounting and financial
reporting rules issued by the FASB.
SO/2/--Sulfur dioxide
STAS (State Tax Adjustment Surcharge)--rate adjustment mechanism to customer
bills for changes in certain state taxes.
SUPERFUND--federal and state legislation that addresses remediation of
contaminated sites.
UGI--UGI Utilities, Inc.
VEBA (Voluntary Employee Benefit Association Trust)--trust accounts for
health and welfare plans for future payments to employees, retirees or their
beneficiaries.
VERP--Voluntary Early Retirement Program
A-2
<PAGE>
REVIEW OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF PP&L, INC.
PP&L is an operating public utility which provides electricity delivery
service in eastern and central Pennsylvania, sells retail electricity
throughout Pennsylvania and markets wholesale electricity throughout the
eastern United States. It is the principal subsidiary of PP&L Resources. PP&L
Resources is also the parent holding company of PP&L Global, PP&L Spectrum,
PP&L Capital Funding and H.T. Lyons, which was acquired on January 22, 1998.
Terms and abbreviations appearing in the Review of the Financial Condition
and Results of Operations are explained in the glossary.
FORWARD-LOOKING INFORMATION
Certain statements contained in these Financial Statements concerning
expectations, beliefs, plans, objectives, goals, strategies, future events or
performance and underlying assumptions and other statements which are other
than statements of historical facts, are "forward-looking statements" within
the meaning of the federal securities laws. Although PP&L believes that the
expectations reflected in these statements are reasonable, there can be no
assurance that these expectations will prove to have been correct. These
forward-looking statements involve a number of risks and uncertainties, and
actual results may differ materially from the results discussed in the
forward-looking statements. The following are among the important factors that
could cause actual results to differ materially from the forward-looking
statements: state and federal regulatory developments, especially the PUC's
final order on PP&L's April 1, 1997 restructuring filing; new state or federal
legislation; national or regional economic conditions; weather variations
affecting customer usage; competition in retail and wholesale power markets;
the need for and effect of any business or industry restructuring; PP&L's
profitability and liquidity; new accounting requirements or new
interpretations or applications of existing requirements; system conditions
and operating costs; performance of new ventures; political, regulatory or
economic conditions in foreign countries; exchange rates; and PP&L's
commitments and liabilities. Any such forward-looking statements should be
considered in light of such important factors and in conjunction with PP&L's
other documents on file with the SEC.
RESULTS OF OPERATIONS
EARNINGS
Earnings available to PP&L Resources were $308 million in 1997, $329 million
in 1996 and $324 million in 1995. Excluding the effects of weather and one-
time adjustments, earnings were $317 million in 1997, compared to $320 million
in 1996. The effect of milder weather in 1997 adversely impacted earnings in
1997 and colder than normal weather benefited earnings in 1996. The following
table highlights the major items that impacted earnings for each of these
years (millions of dollars):
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Earnings available to PP&L Resources--excluding weather and
one-time adjustments......................................... $317 $320 $278
Weather variances on billed sales............................. (4) 9 4
One-time adjustments, after-tax:
Penn Fuel Gas acquisition costs............................. (5)
PUC Decision................................................ 34
Workforce reduction programs................................ (18)
ECR purchased power costs................................... 6
Gain on subsidiary coal reserves............................ 20
---- ---- ----
Earnings available to PP&L Resources--reported................ $308 $329 $324
==== ==== ====
</TABLE>
Weather-normalized sales to service area customers remained relatively
unchanged from the prior year, increasing by 0.2 percent. A major factor in
this low growth was the shutdown of a large steel producing facility.
Excluding steel-related sales losses, weather normalized service area energy
sales would have increased by 1.1 percent in 1997 when compared to 1996.
In 1997, higher revenues from bulk power sales and trading activity of the
Energy Marketing Center offset the impact of the phase-down of contractual
sales to JCP&L. Earnings also benefited from refinancing activities.
A-3
<PAGE>
A change in the regulatory treatment of energy costs (see "Operating Revenues"
on page A-5) and higher depreciation in 1997 partially offset these earnings
gains.
The earnings improvement in 1996--excluding weather and one-time
adjustments--was primarily due to higher revenues resulting from the base rate
increase from the PUC Decision as well as higher sales to all service area
classes. Earnings also benefited from lower interest expense due to
refinancing efforts. These earnings gains were partially offset by a reduction
in contractual bulk power sales to JCP&L, as well as higher wages and benefits
and depreciation expense.
The costs of establishing the organization and programs to meet retail
competition in Pennsylvania are estimated to be approximately $35 million more
in 1998 than in 1997. These expenses will adversely affect 1998 earnings. In
addition, the settlement agreements with 16 small utilities, if approved by
FERC as filed, would require PP&L to write off a portion of its stranded costs
applicable to these customers. The amount of this write-off is currently
estimated at approximately $28 million after-tax, or 17 cents per share of
common stock. See Financial Note 3 for additional information. The reduction
in contractual bulk power sales to JCP&L and other major utilities will also
continue to adversely impact earnings over the next few years. However, the
efforts of the Energy Marketing Center to resell the returning electric energy
and capacity on the open market, along with its other energy trading
activities, should continue to offset the loss in revenues from declining
contractual sales. Finally, the Customer Choice Act and the regulatory and
business developments related thereto could have a major impact on the future
financial performance of PP&L. See "PUC Restructuring Proceeding" on page A-5
for additional information.
ELECTRIC ENERGY SALES
The change in PP&L's electric energy sales was attributable to the
following:
<TABLE>
<CAPTION>
1997 1996
VS VS
1996 1995
-------- --------
(MILLIONS OF KWH)
<S> <C> <C>
Service Area sales
Residential............................................... (415) 548
Commercial................................................ 21 341
Industrial................................................ 62 171
Other..................................................... (11) (34)
-------- --------
Total Service Area Sales................................ (343) 1,026
Wholesale Energy Sales...................................... 7,113 2,917
-------- --------
Total................................................... 6,770 3,943
======== ========
</TABLE>
Service area sales were 32.0 billion kWh for 1997, a decrease of 343 million
kWh, or 1.1%, from 1996. Part of this decrease was attributable to milder
weather in the first quarter of 1997 as compared to 1996. If normal weather
had been experienced in both 1997 and 1996, total service area sales for 1997
would have increased by about 49 million kWh, or 0.2%, over 1996.
Actual sales to residential customers in 1997 decreased 415 million kWh, or
3.5%, from 1996, compared with an increase in 1996 of 548 million kWh, or
4.8%, from 1995. Under normal weather conditions, the 1997 decrease would have
been 0.9%. Weather-adjusted commercial sales increased 1.0% in 1997, and sales
to industrial customers increased by 0.6% from 1996.
Wholesale energy sales, which include sales to other utilities and energy
marketers through contracts, spot market transactions or power pool
arrangements, were 21.5 billion kWh for the year ended December 31, 1997, an
increase of 7.1 billion kWh, or 49.6%, from 1996, despite the reduction in
PP&L's contractual bulk power sales to JCP&L. This increase was primarily the
result of increased generation from PP&L units and the increased activity of
the Energy Marketing Center.
See "Operating Revenues" for more information.
A-4
<PAGE>
OPERATING REVENUES
The change in total operating revenues was attributable to the following:
<TABLE>
<CAPTION>
1997 1996
VS VS
1996 1995
---------- ----------
(MILLIONS OF DOLLARS)
<S> <C> <C>
Base Rate Revenues--Service Area Sales:
Sales volume and sales mix effect.................. $ (2) $ 57
Weather effect..................................... (31) 13
Unbilled revenues.................................. 17 (27)
Rate increase--PUC Decision........................ 0 76
Energy Revenues...................................... (30) 5
Wholesale Revenues
Energy and capacity................................ 139 27
Reservation charges and other...................... 32 (7)
Other, net........................................... 14 14
---------- ----------
$ 139 $ 158
========== ==========
</TABLE>
Operating revenues increased by $139 million, or 4.8%, in 1997 over 1996.
Revenues from service area sales in 1997 were slightly lower than in 1996.
This was the result of mild weather in the first quarter of 1997 compared to
extremely cold weather during the first quarter of 1996. However, 1997 saw
higher revenues from bulk power sales and the trading activities of PP&L's
Energy Marketing Center. The efforts of the Energy Marketing Center
essentially offset the reduced revenues from the phase-down of contractual
sales to JCP&L. These increases were partially offset by a change in the
regulatory treatment of energy costs by the PUC. Specifically, beginning
January 1, 1997, underrecovered energy costs up to a cap of $31.5 million
annually are no longer recorded as energy revenues but as regulatory credits,
which are offsets to "Other Operating Expenses." To the extent that
underrecovered energy costs--primarily fuel and purchased power--exceed the
cap, earnings are adversely affected. Weather also had an unfavorable impact
when comparing 1997 to 1996.
Operating revenues increased by $158 million, or 5.8%, in 1996 over 1995.
Base rate revenues were enhanced by the PUC Decision and strong sales growth
in all customer classes. In addition, weather had a favorable impact when
comparing 1996 to 1995. Also, 1996 revenues reflected increased sales to other
utilities, primarily due to the one-year contract to supply energy to PSE&G.
These increases were partially offset by the loss of revenue due to the phase-
down of the capacity and energy agreement with JCP&L.
PUC RESTRUCTURING PROCEEDING
In December 1996, Pennsylvania enacted the Customer Choice Act to
restructure its electric utility industry in order to create retail access to
a competitive market for the generation of electricity. The Act includes the
following major provisions: (1) all electric utilities in Pennsylvania are
required to file a restructuring plan with the PUC to implement direct access
to a competitive market for electric generation; (2) retail customer choice
will be phased in over three years, beginning as early as January 1, 1999; (3)
electric distribution companies will be the suppliers of last resort, and the
PUC will ensure that adequate generation reserves exist to maintain reliable
electric service; (4) retail rates generally will be capped for at least four-
and-a-half years for transmission and distribution charges and for as long as
nine years for generation charges; (5) utilities are permitted to recover PUC-
approved transition or stranded costs through a non-bypassable Competitive
Transition Charge (CTC); and (6) transition bonds may be issued to refinance
the stranded costs, with a transition charge on customers bills to repay the
bonds.
Under the Customer Choice Act, the PUC is authorized to determine the amount
of PP&L's stranded costs to be recovered through a CTC to be paid by all PUC-
jurisdictional customers who receive transmission and distribution service
from PP&L. Stranded costs are defined in the Customer Choice Act as
"generation-related costs. . . which would have been recoverable under a
regulated environment but which may not be recoverable in a competitive
generation market and which the PUC determines will remain following
mitigation by the electric utility."
A-5
<PAGE>
In accordance with the Customer Choice Act, PP&L filed its restructuring
plan with the PUC on April 1, 1997. PP&L's restructuring plan includes a claim
of $4.5 billion (on a net present value basis as of January 1, 1999) for
stranded costs. Pursuant to the Customer Choice Act, this claim is comprised
of the following categories:
1. Net plant investments and costs attributable to existing generation
plants and facilities, costs of power purchases, disposal costs of spent
nuclear fuel, retirement costs attributable to existing generating plants
and employee-related transition costs;
2. Prudently incurred costs related to the cancellation, buyout, buydown
or renegotiation of NUG contracts; and
3. Regulatory assets and other deferred charges typically recoverable
under current regulatory practice and cost obligations under PUC-approved
contracts with NUGs.
The following are the components of PP&L's stranded cost claim as presented
in the evidentiary record of the proceeding:
<TABLE>
<CAPTION>
AMOUNT
CATEGORY OF STRANDED COST (MILLIONS OF DOLLARS)
- ------------------------- ---------------------
<S> <C>
Nuclear Generation(a).................................... $2,825
Fossil Generation(a)..................................... 670
NUG Contracts............................................ 651
Regulatory Assets........................................ 354
------
$4,500
======
</TABLE>
- -------
(a) Includes deferred income taxes related to generation assets.
In determining the appropriate amount of stranded cost recovery, the
Customer Choice Act requires the PUC to consider the extent to which an
electric utility has taken steps to mitigate stranded costs by appropriate
means that are reasonable under the circumstances. Mitigation efforts
undertaken over time prior to the enactment of the Customer Choice Act are to
be considered of equal importance by the PUC in determining an electric
utility's stranded costs as actions taken after the passage of the Customer
Choice Act. In its restructuring plan, PP&L described its extensive efforts to
mitigate its stranded costs, resulting in a reduction in its stranded cost
claim of over $1 billion.
Numerous parties have intervened in PP&L's restructuring proceeding. These
parties are recommending stranded cost recovery by PP&L ranging from $695
million to $3.2 billion. In this regard, the PUC's OTS recommends that PP&L be
permitted to recover $3.2 billion of its stranded costs; the PP&L Industrial
Customer Alliance recommends recovery of $695 million; and the OCA recommends
recovery of $1.1 billion. Under Pennsylvania law, the OCA and the OTS have
advocacy roles in proceedings before the PUC. Testimony filed by the OCA and
OTS carries no more weight than testimony filed by any other party in the
proceeding.
Evidentiary hearings in this matter were held in late-August. The PUC has
revised the procedural schedule several times to permit continued settlement
discussions among the parties. In February 1998, the parties filed their Main
Briefs in the proceeding. Under the current schedule, the PUC's final order is
due by June 4, 1998. PP&L cannot predict the ultimate outcome of this
proceeding.
The ultimate impact of the Customer Choice Act on PP&L's financial health
will depend on numerous factors, including:
1. The PUC's final order in the restructuring proceeding, including the
amount of stranded cost recovery approved by the PUC and the PUC's
disposition of other issues raised;
2. The effect of the rate cap imposed under the provisions of the
Customer Choice Act;
3. The actual market price of electricity over the transition period;
4. Future sales levels; and
5. The extent to which the regulatory framework established by the
Customer Choice Act will continue to be applied.
A-6
<PAGE>
Under the Customer Choice Act, PP&L's rates to PUC-jurisdictional customers
are capped at the level in effect on January 1, 1997 through mid-2001 for
transmission and distribution services and through the year 2005 for
generation services to customers who do not choose an alternative supplier.
Applying the CTC proposed in its restructuring plan (which is restricted by
the rate cap) through the year 2005, it is estimated that PP&L would collect
approximately $4 billion (on a net present value basis as of January 1, 1999)
of its stranded costs. The remaining $500 million would be reflected as lower
cash flow to PP&L after the transition period than would have occurred with
continued regulated rates.
In this regard, it should be noted that PP&L's stranded cost claim included
in the restructuring plan is based on a projection of future market prices and
assumes a significant portion of PP&L's stranded costs will be recovered by
way of increased market prices for electricity. This increase may or may not
occur. To the extent that the market price of electricity does not increase as
projected, or other projections do not actually occur, PP&L could experience a
lower recovery of stranded costs.
If the PUC's final order in the restructuring proceeding were to permit full
recovery of PP&L's stranded costs, including full recovery of all regulatory
assets and above-market NUG costs over the transition period, PP&L estimates
that its net income over the transition period would be reduced by about 5%
from amounts that were previously projected under historic cost-based
regulation.
However, the PUC's final order--either as a result of a settlement or a
fully-litigated proceeding--may result in changes to components or assumptions
in PP&L's restructuring plan that could have an adverse effect on the amount
of the CTC, the amount of stranded costs that are recoverable through the CTC
or the overall amount of revenues to be collected from customers. As a result
of these uncertainties, PP&L cannot determine whether and to what extent it
may be subject to a write-off or a reduction in revenues and earnings with
respect to the restructuring proceeding. Based on the substantial amounts
involved in the restructuring proceeding, should PP&L incur such a write-off
or reduction in revenues and earnings, either one could be material in amount.
Accordingly, PP&L is unable to predict the ultimate effect of the Customer
Choice Act or the PUC's final order in the restructuring proceeding on its
financial position, its results of operations, future rate levels, the need or
ability to issue securities to meet future capital requirements or the ability
to maintain the common stock dividend at the current level.
The Customer Choice Act permits the issuance of "transition bonds"
securitized by customer revenues from an Intangible Transition Charge (ITC) to
finance the payment of stranded costs. PP&L is considering whether to seek to
securitize some portion of its stranded cost claim, which would require the
approval of the PUC in a qualified rate order.
Certain parties have brought actions in the Pennsylvania Commonwealth Court
challenging the constitutionality of the Customer Choice Act. PP&L has
intervened in these proceedings in support of the Customer Choice Act.
RATE MATTERS
Refer to Financial Note 4 for information regarding rate matters.
FUEL EXPENSE
Fuel expense for 1997 increased by $18 million from the comparable period in
1996. This increase was primarily due to PP&L's coal-fired units operating at
higher output to support increased wholesale electric market activity,
resulting in an increase in total coal-fired generation for the year. The
increase was slightly offset by a decrease in the unit fuel prices for coal-
fired and gas-fired generation.
POWER PURCHASES
Power purchases in 1997 increased $152 million over the comparable period in
1996. This increase was primarily due to greater quantities of power purchased
from other utilities to meet increased trading activities of the Energy
Marketing Center. Higher overall market prices of power during 1997 compared
to 1996 contributed to the increase in purchased power costs.
Power purchases in 1996 increased $61 million from 1995. The increase was
primarily due to greater quantities of power purchased from PJM and other
utilities, increased customer demand, planned and unplanned outages of PP&L
generation stations, and attractive market prices for energy.
A-7
<PAGE>
INCOME TAXES
Income tax expense for 1997 decreased $7 million, or 2.7%, from 1996. This
was primarily due to a decrease in pre-tax book income of $16 million.
Income tax expense for 1996 decreased $33 million, or 11.5%, from 1995. This
was primarily due to a decrease in pre-tax book income of $25 million, and the
recording of the tax benefits of research and experimental tax credits and
deductions of $5 million.
OTHER OPERATION, MAINTENANCE AND DEPRECIATION EXPENSE
Other operation and maintenance expenses in 1997 decreased by $26 million
from 1996. Excluding the effect of underrecovered energy costs, operation and
maintenance expenses increased by $6 million in 1997. These increases were
primarily due to costs associated with the pilot program, the PUC
restructuring filing and the FERC transmission access filing.
Prior to 1997, underrecovered energy costs were accrued as energy revenues.
In 1997, these underrecovered costs were recorded as regulatory credits, which
are reflected in the income statement as a reduction of "Other Operating
Expense". This reflects a change in the regulatory treatment of undercollected
energy costs by the PUC.
Depreciation expenses in 1997 increased by $11 million from 1996. These
increases were primarily due to depreciation on plant additions and
amortization of newly implemented computer software.
OTHER INCOME AND (DEDUCTIONS)
Other income and deductions for 1997 decreased by $5 million from 1996. This
decrease was primarily due to a $6 million pre-tax charge for PP&L's
proportionate share of estimated costs associated with the acquisition of PFG
by PP&L Resources.
Other income and deductions improved by $11 million in 1996 due to gains on
the sale of investment securities and higher AFUDC. Other income and
deductions in 1995 reflected a gain on the sale of a subsidiary's undeveloped
coal reserves, offset by the write-off of Susquehanna Unit 1 deferred
operating expenses and carrying costs (net of energy savings) resulting from
the PUC Decision, and by expenses associated with evaluating and responding to
PECO's unsolicited proposals to acquire PP&L Resources.
SUBSIDIARY COAL RESERVES
In November 1995, PP&L sold the coal reserves of one of its subsidiaries for
$52 million, which resulted in a $42 million gain, or $20 million after-tax.
PP&L had acquired the reserves in 1974 with the intention of supplying future
coal-fired generating stations, but later concluded that it would not develop
these reserves for such purposes. In 1994, the reserves' carrying value was
written down from $84 million to $10 million.
FINANCING COSTS
In 1997, PP&L continued to take advantage of opportunities to reduce its
financing costs by retiring long-term debt with the proceeds from the sale of
securities. Interest on long-term debt and dividends on preferred stock
decreased from $242 million in 1994 to $235 million in 1997, for a total
decrease of $7 million.
A-8
<PAGE>
FINANCIAL CONDITION
CAPITAL EXPENDITURE REQUIREMENTS
The schedule below shows PP&L's current capital expenditure projections for
the years 1998-2002 and actual spending for the year 1997.
PP&L'S CAPITAL EXPENDITURE REQUIREMENTS (A)
<TABLE>
<CAPTION>
PROJECTED
ACTUAL ------------------------
1997 1998 1999 2000 2001 2002
------ ---- ---- ---- ---- ----
(MILLIONS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C>
Construction expenditures
Generating facilities......................... $ 64 $ 89 $ 66 $ 72 $ 84 $ 86
Transmission and distribution facilities...... 116 124 121 139 138 145
Environmental................................. 12 15 14 6 5 3
Other......................................... 58 74 46 22 20 20
---- ---- ---- ---- ---- ----
Total Construction Expenditures............. 250 302 247 239 247 254
Nuclear fuel owned and leased................... 60 63 60 63 65 67
Other leased property........................... 35 22 22 22 22 22
---- ---- ---- ---- ---- ----
Total Capital Expenditures.................. $345 $387 $329 $324 $334 $343
==== ==== ==== ==== ==== ====
</TABLE>
- -------
(a) Construction expenditures include AFUDC which is expected to be less than
$10 million in each of the years 1998-2002.
PP&L's capital expenditure projections for the years 1998-2002 total about
$1.7 billion. Capital expenditure plans are revised from time to reflect
changes in conditions.
ACQUISITION OF PENN FUEL GAS, INC.
In June 1997, PP&L Resources entered into an agreement with Penn Fuel Gas,
Inc. (PFG), a Pennsylvania corporation, pursuant to which PP&L Resources would
acquire PFG. PFG, with nearly 100,000 customers in Pennsylvania and a few
hundred customers in Maryland, distributes and stores natural gas and sells
propane.
Under the terms of the agreement, PFG would become a wholly-owned subsidiary
of PP&L Resources. Upon consummation of the acquisition, each outstanding PFG
common share would be converted into the right to receive between 6.968 and
8.516 shares of PP&L Resources' Common Stock, and each outstanding PFG
preferred share would be converted into the right to receive between 0.682 and
0.833 shares of PP&L Resources' Common Stock. PP&L Resources expects to issue
shares of its Common Stock valued at about $121 million to complete the
transaction. The exact conversion rate and number of PP&L Resources' shares to
be issued will be based on the market value of the Common Stock of PP&L
Resources at the time of the merger. The transaction is expected to be treated
as a pooling-of-interests for accounting and financial reporting purposes.
The acquisition of PFG is subject to several conditions, including the
receipt of required approvals by the PUC and the SEC. The Maryland Public
Service Commission has determined not to institute proceedings on the matter.
The U.S. Department of Justice and the Federal Trade Commission have granted
early termination of the required waiting period for the acquisition under the
Hart-Scott-Rodino Premerger Notification Act. In October 1997, PFG's
shareholders approved the acquisition at a special shareholders meeting. The
acquisition does not require the approval of PP&L Resources' shareholders. The
acquisition is expected to be completed by mid-1998.
In the third quarter of 1997, PP&L Resources recorded a one-time charge for
non-payroll related transaction costs associated with the acquisition of PFG.
PP&L's proportionate share of these costs was approximately $6 million, pre-
tax.
FINANCING AND LIQUIDITY
Net cash provided by operating activities decreased by $13 million in 1997
compared with 1996. Net cash provided by operating activities for 1996
increased $103 million over 1995. This increase was primarily due to higher
operating revenues, which reflects the 3.8% base rate increase from the PUC
Decision as well as higher sales to all customer classes. Lower interest
expense also contributed to the increase. These increases were partially
offset by higher fuel inventories.
A-9
<PAGE>
Net cash used in investing activities was $278 million higher in 1997 than
1996. This increase was due primarily to a loan by a subsidiary to the holding
company PP&L Resources, partially offset by lower construction expenditures
and by liquidation of subsidiaries' long-term investments to make funds
available for other investing and financing activities. Net cash used in
investing activities was $42 million less in 1996 than 1995. This decrease was
due to lower construction expenditures.
Net cash used in financing activities was $131 million lower in 1997 than
1996. This reflects the issuance of $250 million of Preferred Securities in
1997, partially offset by increased retirement of long-term debt ($210 million
retired in 1997 versus $145 million in 1996). Net cash used in financing
activities was $71 million higher in 1996 compared with 1995. While PP&L
issued $116 million of unsecured notes in 1996, this was partially offset by a
decrease in short-term debt and by lower issuance of common stock.
Additional financing activities in 1997 included PP&L's issuance of $9
million of Pollution Control Revenue Bonds.
For the years 1995-1997, PP&L issued $180 million of long-term debt. For the
same period, PP&L received a total of $99 million from issuing common stock or
receiving capital contributions from PP&L Resources. Proceeds from security
sales were used to retire $495 million of long-term debt to lower PP&L's
financing costs and reduce short-term debt. During the years 1995-1997, PP&L
also incurred $252 million of obligations under capital leases (primarily
nuclear fuel).
In November 1997, PP&L and PP&L Capital Funding, a wholly-owned subsidiary
of PP&L Resources that provides financing for PP&L Resources and its
subsidiaries, established a new joint revolving credit facility with a group
of 14 banks comprised of two separate revolving credit agreements--a $150
million 364-day revolving credit agreement and a $300 million five-year
revolving credit agreement. The new revolving credit facility replaced PP&L
Resources' $300 million revolving credit agreement, PP&L's $250 million
revolving credit agreement and three separate PP&L credit agreements totaling
$45 million, all of which were terminated.
At December 31, 1997, PP&L had no borrowings outstanding under the new
revolving credit agreements. See Note 10 for additional information on this
credit facility.
PP&L currently expects to receive capital contributions from PP&L Resources
related to PP&L's ESOP through about 2002, with expected proceeds of about $8
million annually. Other capital contributions from PP&L Resources are
dependent on the amount of common equity capital obtained by PP&L Resources
and its allocation of that capital to all of its subsidiaries.
FINANCIAL INDICATORS
PP&L earned an 11.75% return on average common equity during 1997, a
decrease from the 12.95% earned in 1996. Excluding one-time adjustments, as
described in "Earnings", the return on average common equity was 11.91% during
1997, a decrease from the 12.75% earned in 1996. The ratio of PP&L's pre-tax
income to interest charges was 3.67 for 1997, a slight improvement from 1996.
Excluding one-time adjustments, the ratio of PP&L's pre-tax income to interest
charges was 3.69 in 1997.
ENVIRONMENTAL MATTERS
Air
The Clean Air Act deals, in part, with acid rain, attainment of federal
ambient ozone standards and toxic air emissions. PP&L has complied with the
Phase I acid rain provisions required to be implemented by 1995 by installing
continuous emission monitors on all units, burning lower sulfur coal and
installing low nitrogen oxide burners on certain units. To comply with the
year 2000 acid rain provisions, PP&L plans to purchase lower sulfur coal and
use banked or purchased emission allowances instead of installing FGD on its
wholly-owned units.
PP&L has met the initial ambient ozone requirements of the Clean Air Act by
reducing nitrogen oxide emissions by 40% through the use of low nitrogen oxide
burners. Further seasonal (i.e., 5 month) nitrogen oxide reductions to 55% and
75% of 1990 levels for 1999 and 2003, respectively, are specified under the
Northeast Ozone Transport Region's Memorandum of Understanding. The DEP has
finalized regulations which require PP&L to reduce its ozone seasonal NOx by
57% beginning in 1999.
A-10
<PAGE>
The EPA has finalized new national standards for ambient levels of ground-
level ozone and fine particulates. Based in part on the new ozone standard,
the EPA has proposed NO/x/ emission limits for 22 states, including
Pennsylvania, which in effect requires approximately an 80% reduction from the
1990 level in Pennsylvania in the 2005-2012 timeframe. The new particulates
standard may require further reductions in both NO/x/ and SO/2/ and may extend
the reductions from seasonal to year round.
The Clean Air Act requires the EPA to study the health effects of hazardous
air emissions from power plants and other sources. Depending on the outcome of
these studies, PP&L may be required to take additional action.
Expenditures to meet the 2000 acid rain and 1999 NO/x/ reduction requirements
are included in the table of projected construction expenditures in the
section "Financial Condition--Capital Expenditure Requirements". PP&L
currently estimates that additional capital expenditures and operating costs
for environmental compliance under the Clean Air Act will be incurred beyond
2002 in amounts which are not now determinable but which could be material.
Water and Residual Waste
DEP residual waste regulations set forth requirements for existing ash
basins at PP&L's coal-fired generating stations. Any new ash disposal facility
must meet the rigid siting and design standards set forth in the regulations.
To address these DEP regulations, PP&L has installed dry fly ash handling
systems at most of its power stations, which eliminate the need for ash
basins. In other cases, PP&L has modified the existing facilities to allow
continued operation of the ash basins under a new DEP permit. Any groundwater
contamination caused by the basins must also be addressed.
Groundwater degradation related to fuel oil leakage from underground
facilities and seepage from coal refuse disposal areas and coal storage piles
has been identified at several PP&L generating stations. Remedial work is
substantially completed at two generating stations. At this time, the only
other remedial work being planned is to abate a localized groundwater
degradation problem at Montour.
The recently issued final NPDES permit for the Montour station contains
stringent limits for iron and chlorine discharges. Depending on the results of
a toxic reduction study to be conducted, additional water treatment facilities
or operational changes may be needed at this station.
Capital expenditures through the year 2002 to comply with the residual waste
regulations, correct groundwater degradation at fossil-fueled generating
stations, and address waste water control at PP&L facilities are included in
the table of construction expenditures in the section "Financial Condition--
Capital Expenditure Requirements". In this regard, PP&L currently estimates
that $6.5 million of additional capital expenditures may be required in the
next four years to close some of the ash basins and address other ash basin
issues at various generating plants. Additional capital expenditures could be
required beyond the year 2002 in amounts which are not now determinable but
which could be material. Actions taken to correct groundwater degradation, to
comply with the DEP's regulations and to address waste water control are also
expected to result in increased operating costs in amounts which are not now
determinable but which could be material.
Superfund and Other Remediation
In 1995, PP&L entered into a consent order with the DEP to address a number
of sites where PP&L may be liable for remediation of contamination. This may
include potential PCB contamination at certain PP&L substations and pole
sites; potential contamination at a number of coal gas manufacturing
facilities formerly owned and operated by PP&L; and oil or other contamination
which may exist at some of PP&L's former generating facilities. As of December
31, 1997, PP&L has completed work on nearly half of the sites included in the
agreement.
At December 31, 1997, PP&L had accrued $8.1 million, representing the amount
PP&L can reasonably estimate it will have to spend to remediate sites
involving the removal of hazardous or toxic substances including those covered
by the consent order mentioned above. Future cleanup or remediation work at
sites currently under review, or at sites not currently identified, may result
in material additional operating costs which PP&L cannot estimate at this
time. In addition, certain federal and state statutes, including Superfund and
the Pennsylvania Hazardous Sites Cleanup Act, empower certain governmental
agencies, such as the EPA and the DEP, to seek compensation from the
responsible parties for the lost value of damaged natural resources. The EPA
and the DEP may file such compensation claims against the parties, including
PP&L, held responsible for cleanup of such sites. Such natural resource damage
claims against PP&L could result in material additional liabilities.
A-11
<PAGE>
General
Due to the environmental issues discussed above or other environmental
matters, PP&L may be required to modify, replace or cease operating certain
facilities to comply with statutes, regulations and actions by regulatory
bodies or courts. In this regard, PP&L also may incur capital expenditures,
operating expenses and other costs in amounts which are not now determinable
but which could be material.
INCREASING COMPETITION
Background
The electric utility industry has experienced and will continue to
experience a significant increase in the level of competition in the energy
supply market. PP&L has publicly expressed its support for full customer
choice of electricity suppliers for all customer classes. PP&L is actively
involved in efforts at both the state and federal levels to encourage a smooth
transition to full competition. PP&L believes that this transition to full
competition should provide for the recovery of a utility's stranded costs,
which are generation-related costs that traditionally would be recoverable in
a regulated environment, but which may not be recoverable in a competitive
electric generation market.
Pennsylvania Activities
Reference is made to "PUC Restructuring Proceeding" for a discussion of
PP&L's April 1997 filing of its restructuring plan pursuant to the Customer
Choice Act.
In February 1997, PP&L filed a proposed retail access pilot program with the
PUC in accordance with the applicable provisions of the Customer Choice Act
and PUC guidelines. A number of the major parties, including PP&L, entered
into a joint settlement agreement resolving all of the issues in the
Pennsylvania utilities' pilot proceedings. In August 1997, the PUC issued an
order modifying this settlement and modifying and approving PP&L's pilot
program. In October 1997, PP&L submitted its pilot program compliance filing
to the PUC. Retail customers participating in the PP&L and other pilot
programs began to receive power from their supplier of choice in November
1997. Under its pilot program, approximately 60,000 PP&L residential,
commercial and industrial customers have chosen their electric supplier. PP&L
will continue to provide all transmission and distribution, customer service
and back-up energy supply services to participating customers in its service
area.
Only those alternative suppliers licensed by the PUC and in compliance with
the state tax obligations set forth in the Customer Choice Act may participate
in the pilot programs. To date, approximately 50 suppliers have obtained such
licenses to participate in the pilot programs.
In June 1997, the PUC approved PP&L's application for a license to act as an
electric generation supplier. This license permits PP&L to participate in the
various retail access pilot programs of PP&L and of the other Pennsylvania
utilities, and PP&L currently is offering electric supply to the participating
customers of those utilities throughout the state. PP&L has exceeded its goals
in all classes for acquisition of customers in the pilot program.
Federal Activities
Legislation has been introduced in the U.S. Congress that would give all
retail customers the right to choose among competitive suppliers of
electricity as early as 2000.
In addition, in April 1996 the FERC adopted rules on competition in the
wholesale electricity market primarily dealing with open access to
transmission lines, recovery of stranded costs, and information systems for
displaying available transmission capability (FERC Orders 888 and 889). These
rules required all electric utilities to file open access transmission tariffs
by July 9, 1996. The rules also provided that utilities are entitled to
recover from certain wholesale requirements customers all "legitimate,
verifiable, prudently incurred stranded costs." The FERC has provided recovery
mechanisms for wholesale stranded costs, including stranded costs resulting
from municipalization. Wholesale contracts signed after July 11, 1994 must
contain explicit provisions addressing recovery of stranded costs if the
utility wishes to seek such recovery. For requirements contracts signed before
that date, a utility may seek recovery if it can show that it had a reasonable
expectation of continuing to serve the customer after the contract term.
Finally, the rules required that power pools file pool-wide open access
transmission tariffs and modified bilateral coordination agreements reflecting
the removal of discriminatory provisions by December 31, 1996.
A-12
<PAGE>
In March 1997, the FERC issued Orders 888-A and 889-A. Among other things,
these orders required utilities to make certain changes to the non-rate terms
and conditions of their open access transmission tariffs. In compliance with
Order 888-A, in July 1997 PP&L filed a revised open access transmission
tariff.
Under FERC Order 888, 16 small utilities which have power supply agreements
with PP&L signed before July 11, 1994, requested and were provided with PP&L's
current estimate of its stranded costs applicable to these customers if they
were to terminate their agreements in 1999. PP&L has now executed settlement
agreements with these customers, which will be filed with the FERC for
approval. These settlement agreements provide for continued power supply by
PP&L through January 2004. If FERC approves the agreements as filed, PP&L
would be required to write off a portion of its stranded costs applicable to
these customers. The amount of this write-off is currently estimated at
approximately $28 million after-tax, or 17 cents per share of common stock.
FERC action on this matter is not expected until the second quarter of 1998.
In December 1996, the PJM companies submitted a compliance filing with the
FERC, which proposed a pool-wide pro forma transmission tariff and a revised
interconnection agreement and transmission owners agreement designed to
accommodate open, non-discriminatory participation in the pool. The FERC
accepted the PJM tariff and proposed rates, subject to refund, and they went
into effect on March 1, 1997. In June 1997, all of the PJM companies except
PECO (the PJM Supporting Companies) filed proposals with the FERC to amend the
PJM tariff and restructure the PJM pool. PECO filed a separate request with
the FERC to amend the PJM tariff. Furthermore, PECO and certain electric
marketers submitted significantly different proposals to restructure the PJM
pool.
In November 1997, the FERC approved, with certain modifications, the PJM
Supporting Companies' proposals for transforming the PJM into an ISO. In
summary, the FERC order: (i) approved the PJM's open access transmission rates
based on geographic zones, but required PJM to file a single PJM system-wide
rate proposal by 2002; (ii) accepted the PJM Supporting Companies' methodology
to price transmission when the system is congested and to charge these
congestion costs to system users in addition to the open access transmission
rates, but ordered PJM to file an additional proposal to address concerns
raised over price certainty for buyers and sellers during periods of
congestion; (iii) determined that the ISO is to operate both the transmission
system and the power exchange which provides for the purchase and sale of spot
energy within the PJM market; and (iv) accepted the PJM Supporting Companies'
proposal regarding mandatory installed capacity obligations for all entities
serving firm retail and wholesale load within PJM, but rejected their proposal
for allocating the capacity benefits which result from PJM's ability to import
power from other regional power pools.
The PJM Supporting Companies and numerous other parties have filed requests
for amendment and/or rehearing of virtually every portion of the FERC's PJM
ISO order. PP&L also has filed its own request for amendment and/or rehearing.
PP&L's primary issue with the FERC's order relates to a requirement that
existing wholesale contracts for sales service and transmission service be
modified to have the new PJM transmission tariff applied to service under
these existing contracts. If PP&L were required to modify these existing
contracts and apply the PJM tariff to them, PP&L could lose as much as $3-4
million in transmission revenues in 1998--but a lesser amount in the following
years--from several wholesale sales and transmission service contracts that
were negotiated prior to industry deregulation.
In July 1997, the FERC accepted a new wholesale power tariff that permits
PP&L to sell capacity and energy at market-based rates, both inside and
outside the PJM area, subject to certain conditions. This tariff allows PP&L
to become more active in the wholesale market with utilities and other
entities, and removes pricing restrictions which in the past had limited PP&L
to charging at or below cost-based rates.
In September 1997, PP&L filed a request with the FERC to lower the
applicable PP&L revenue requirement currently set forth in the PJM open access
transmission tariff. The new revenue requirement results from PP&L's use of
the same test year and cost support data used in the PUC restructuring
proceeding. PP&L requested that the new revenue requirement take effect on
November 1, 1997. In February 1998, the FERC accepted the proposed rates,
subject to refund, and set the amount of the decrease in the revenue
requirement for hearing.
A-13
<PAGE>
In September 1997, PP&L also filed a request with the FERC to approve new
revenue requirements and rates for the PP&L open access transmission tariff
under FERC Order 888. No customers currently take service under that tariff.
As with the PJM tariff filing, the new revenue requirements and rates
requested by PP&L were based on the same test year and cost support data used
by PP&L in its PUC restructuring proceeding. In February 1998, the FERC
rejected PP&L's tariff as unnecessary, in light of the PJM open access
transmission tariff.
In January 1998, the United States Department of Energy approved PP&L's
application for an export license to sell capacity and/or energy to electric
utilities in Canada. This export license allows PP&L to sell either its own
capacity and energy not required to serve domestic obligations or power
purchased from other utilities.
YEAR 2000 COMPUTER ISSUE
PP&L and its subsidiaries utilize software and related technologies
throughout their businesses. In the year 2000, computer software systems will
face a potentially serious problem with recognizing calendar dates. Without
corrective action, this problem could result in computer shutdown or erroneous
calculations. In 1996, PP&L began assessing the Year 2000 implications on its
business systems. During 1997, plans and procedures were developed for
achieving compliance, and remediation efforts began. As of the end of 1997,
approximately one-third of the software applications have been made Year 2000
compliant. The project is expected to be completed on a timely basis, and the
computer systems are expected to be fully Year 2000 compliant, with
anticipated future costs of approximately $12 million.
A-14
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareowners and Board of Directors
of PP&L, Inc.
In our opinion, the accompanying consolidated balance sheet and consolidated
statements of preferred stock, of company-obligated mandatorily redeemable
preferred securities and of long-term debt and the related consolidated
statements of income, of cash flows and of shareowner's common equity present
fairly, in all material respects, the consolidated financial position of PP&L,
Inc. and Subsidiaries (the "Company") at December 31, 1997 and 1996, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1997, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Philadelphia, Pennsylvania
February 2, 1998
A-15
<PAGE>
MANAGEMENT'S REPORT ON RESPONSIBILITY FOR FINANCIAL STATEMENTS
The management of PP&L, Inc. is responsible for the preparation, integrity
and objectivity of the consolidated financial statements and all other
sections of this annual report. The financial statements were prepared in
accordance with generally accepted accounting principles and the Uniform
System of Accounts prescribed by the Federal Energy Regulatory Commission. In
preparing the financial statements, management makes informed estimates and
judgments of the expected effects of events and transactions based upon
currently available facts and circumstances. Management believes that the
financial statements are free of material misstatement and present fairly the
financial position, results of operations and cash flows of PP&L.
PP&L's consolidated financial statements have been audited by Price
Waterhouse LLP (Price Waterhouse), independent certified public accountants,
whose report with respect to the financial statements appears on page A-15.
Price Waterhouse's appointment as auditors was previously ratified by the
shareowners. Management has made available to Price Waterhouse all PP&L's
financial records and related data, as well as the minutes of shareowners' and
directors' meetings. Management believes that all representations made to
Price Waterhouse during its audit were valid and appropriate.
PP&L maintains a system of internal control designed to provide reasonable,
but not absolute, assurance as to the integrity and reliability of the
financial statements, the protection of assets from unauthorized use or
disposition and the prevention and detection of fraudulent financial
reporting. The concept of reasonable assurance recognizes that the cost of a
system of internal control should not exceed the benefits derived and that
there are inherent limitations in the effectiveness of any system of internal
control.
Fundamental to the control system is the selection and training of qualified
personnel, an organizational structure that provides appropriate segregation
of duties, the utilization of written policies and procedures and the
continual monitoring of the system for compliance. In addition, PP&L maintains
an internal auditing program to evaluate PP&L's system of internal control for
adequacy, application and compliance. Management considers the internal
auditors' and Price Waterhouse's recommendations concerning its system of
internal control and has taken actions which are believed to be cost-effective
in the circumstances to respond appropriately to these recommendations.
Management believes that PP&L's system of internal control is adequate to
accomplish the objectives discussed in this report.
The Board of Directors, acting through PP&L Resources' Audit and Corporate
Responsibility Committee, oversees management's responsibilities in the
preparation of the financial statements. In performing this function, the
Audit and Corporate Responsibility Committee, which is composed of five
independent directors, meets periodically with management, the internal
auditors and the independent certified public accountants to review the work
of each. The independent certified public accountants and the internal
auditors have free access to PP&L Resources' Audit and Corporate
Responsibility Committee and to the Board of Directors, without management
present, to discuss internal accounting control, auditing and financial
reporting matters.
Management also recognizes its responsibility for fostering a strong ethical
climate so that PP&L's affairs are conducted according to the highest
standards of personal and corporate conduct. This responsibility is
characterized and reflected in PP&L's business policies and guidelines. These
policies and guidelines address: the necessity of ensuring open communication
within PP&L; potential conflicts of interest; proper procurement activities;
compliance with all applicable laws, including those relating to financial
disclosure; and the confidentiality of proprietary information.
/s/ William F. Hecht
William F. Hecht
Chairman, President and Chief Executive Officer
/s/ John R. Biggar
John R. Biggar
Senior Vice President-Financial
A-16
<PAGE>
CONSOLIDATED STATEMENT OF INCOME
PP&L, INC. AND SUBSIDIARIES
(MILLIONS OF DOLLARS)
<TABLE>
<CAPTION>
1997 1996 1995
------ ------ ------
<S> <C> <C> <C>
OPERATING REVENUES (Notes 1, 4 and 5).................. $3,049 $2,910 $2,752
------ ------ ------
OPERATING EXPENSES
Operation
Fuel................................................. 466 448 451
Power purchases...................................... 504 352 291
Other................................................ 525 544 504
Maintenance............................................ 184 191 186
Depreciation (including amortized depreciation) (Notes
1 and 9).............................................. 374 363 349
Income taxes (Note 6).................................. 247 253 262
Taxes, other than income (Note 6)...................... 204 203 201
Voluntary early retirement program (Note 4)............ (66)
------ ------ ------
2,504 2,354 2,178
------ ------ ------
OPERATING INCOME....................................... 545 556 574
------ ------ ------
OTHER INCOME AND (DEDUCTIONS)
Other--net........................................... 11 17 (12)
Income taxes (Note 6)................................ (1) (2) (26)
Gain on sale of coal mining assets (Note 14)......... 42
------ ------ ------
10 15 4
------ ------ ------
INCOME BEFORE INTEREST CHARGES......................... 555 571 578
------ ------ ------
INTEREST CHARGES
Long-term debt....................................... 195 207 213
Short-term debt and other............................ 12 7 13
------ ------ ------
207 214 226
------ ------ ------
NET INCOME............................................. 348 357 352
Dividends on Preferred Stock........................... 40 28 28
------ ------ ------
EARNINGS AVAILABLE TO PP&L RESOURCES................... $ 308 $ 329 $ 324
====== ====== ======
</TABLE>
See accompanying Notes to Financial Statements.
A-17
<PAGE>
CONSOLIDATED STATEMENT OF CASH FLOWS
PP&L, INC. AND SUBSIDIARIES
(MILLIONS OF DOLLARS)
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income................................................... $348 $357 $352
Adjustments to reconcile net income to net cash provided by
operating activities
Depreciation............................................... 377 366 352
Amortization of property under capital leases.............. 68 86 79
Regulatory debits and credits.............................. (36) (10) (42)
Deferred income taxes and investment tax credits........... 20 (1) 16
Voluntary early retirement program......................... (66)
Change in current assets and current liabilities
Fuel inventories......................................... 11 (14) 43
Other.................................................... (25) (38) (28)
Other operating activities--net............................ 23 53 (10)
---- ---- ----
Net cash provided by operating activities.............. 786 799 696
---- ---- ----
CASH FLOWS FROM INVESTING ACTIVITIES
Property, plant and equipment expenditures................... (310) (360) (403)
Proceeds from sales of nuclear fuel to trust................. 60 93 44
Proceeds from sale of coal reserves.......................... 52
Purchases of available-for-sale securities................... (72) (90) (81)
Sales and maturities of available-for-sale securities........ 88 93 80
Purchases and sales of other financial investments--net...... 76
Loan to parent............................................... (375)
Other investing activities--net.............................. (4) 5 7
---- ---- ----
Net cash used in investing activities.................. (537) (259) (301)
---- ---- ----
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of long-term debt................................... 9 116 55
Issuance of Company-obligated mandatorily redeemable pre-
ferred securities of subsidiary trusts holding solely com-
pany debentures............................................. 250
Issuance of common stock and capital contribution from par-
ent......................................................... 7 32 60
Retirement of long-term debt................................. (210) (145) (140)
Payments on capital lease obligations........................ (67) (86) (79)
Common and preferred dividends paid.......................... (344) (296) (290)
Net increase (decrease) in short-term debt................... 35 (79) 15
Other financing activities--net.............................. (9) (2) (10)
---- ---- ----
Net cash used in financing activities.................. (329) (460) (389)
---- ---- ----
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS......... (80) 80 6
Cash and Cash Equivalents at Beginning of Period............. 95 15 9
---- ---- ----
Cash and Cash Equivalents at End of Period................... $ 15 $ 95 $ 15
==== ==== ====
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for
Interest (net of amount capitalized)....................... $201 $208 $218
Income taxes............................................... $253 $289 $258
</TABLE>
See accompanying Notes to Financial Statements.
A-18
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
A-19
<PAGE>
CONSOLIDATED BALANCE SHEET AT DECEMBER 31,
PP&L, INC. AND SUBSIDIARIES
(MILLIONS OF DOLLARS)
<TABLE>
<CAPTION>
1997 1996
------ ------
<S> <C> <C>
ASSETS
PROPERTY, PLANT AND EQUIPMENT
Electric utility plant in service--at original cost............ $9,984 $9,824
Accumulated depreciation (Notes 1 and 9)..................... (3,570) (3,337)
------ ------
6,414 6,487
Construction work in progress--at cost......................... 185 172
Nuclear fuel owned and leased--net of amortization............. 167 170
Other leased property--net of amortization..................... 76
------ ------
Electric utility plant--net.................................. 6,766 6,905
Other property--(net of depreciation, amortization and
depletion:
1997, $57; 1996, $54)......................................... 54 55
------ ------
6,820 6,960
------ ------
INVESTMENTS
Affiliated companies--at equity (Note 1)....................... 17 17
Nuclear plant decommissioning trust fund (Notes 1 and 7)....... 163 128
Loan to parent................................................. 375
Financial investments (Notes 1 and 8).......................... 52 133
Other--at cost or less (Note 8)................................ 13 10
------ ------
620 288
------ ------
CURRENT ASSETS
Cash and cash equivalents (Note 1)............................. 15 95
Current financial investments (Notes 1 and 8).................. 6 51
Accounts receivable (less reserve: 1997, $16; 1996, $25)
Customers.................................................... 188 196
Other........................................................ 64 44
Unbilled revenues
Customers.................................................... 90 85
Other........................................................ 36 17
Fuel, material and supplies--at average cost................... 200 201
Deferred income taxes (Note 6)................................. 22 21
Other.......................................................... 49 40
------ ------
670 750
------ ------
REGULATORY ASSETS AND OTHER NONCURRENT ASSETS (Note 9)......... 1,362 1,407
------ ------
$9,472 $9,405
====== ======
</TABLE>
See accompanying Notes to Financial Statements.
A-20
<PAGE>
<TABLE>
<CAPTION>
1997 1996
------ ------
<S> <C> <C>
LIABILITIES
CAPITALIZATION
Common equity
Common stock................................................. $1,476 $1,476
Additional paid-in capital................................... 64 57
Earnings reinvested.......................................... 1,092 1,094
Capital stock expense and other.............................. (20) (10)
------ ------
2,612 2,617
------ ------
Preferred stock
With sinking fund requirements............................... 295 295
Without sinking fund requirements............................ 171 171
Company-obligated mandatorily redeemable preferred securities
of subsidiary trusts holding solely company debentures........ 250
Long-term debt................................................. 2,483 2,802
------ ------
5,811 5,885
------ ------
CURRENT LIABILITIES
Short-term debt (Note 10)..................................... 45 10
Long-term debt due within one year............................ 150 30
Capital lease obligations due within one year................. 58 81
Accounts payable.............................................. 148 132
Taxes accrued................................................. 40 55
Interest accrued.............................................. 59 60
Dividends payable............................................. 81 75
Other......................................................... 107 78
------ ------
688 521
------ ------
DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES
Deferred investment tax credits (Note 6)...................... 199 209
Deferred income taxes (Note 6)................................ 2,022 2,050
Capital lease obligations..................................... 113 166
Other (Notes 1, 4 and 7)...................................... 639 574
------ ------
2,973 2,999
------ ------
COMMITMENTS AND CONTINGENT LIABILITIES (Note 15)...............
------ ------
$9,472 $9,405
====== ======
</TABLE>
See accompanying Notes to Financial Statements.
A-21
<PAGE>
CONSOLIDATED STATEMENT OF SHAREOWNER'S COMMON EQUITY
PP&L, INC. AND SUBSIDIARIES
(MILLIONS OF DOLLARS)
<TABLE>
<CAPTION>
COMMON STOCK
OUTSTANDING ADDITIONAL
------------------ PAID-IN EARNINGS CAPITAL STOCK
SHARES (A) AMOUNT CAPITAL REINVESTED EXPENSE & OTHER
----------- ------ ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31,
1994................... 155,481,962 $1,441 $ 0 $ 973 $(10)
Net income.............. 352
Cash dividends declared
Preferred stock....... (28)
Common stock.......... (263)
Common stock issued (b). 1,818,420 35
Capital contribution
from PP&L Resources.... 25
Other................... 3
----------- ------ --- ------ ----
BALANCE AT DECEMBER 31,
1995................... 157,300,382 $1,476 $25 $1,034 $ (7)
Net income.............. 357
Cash dividends declared
Preferred stock....... (28)
Common stock.......... (269)
Capital contribution
from PP&L Resources.... 32
Other................... (3)
----------- ------ --- ------ ----
BALANCE AT DECEMBER 31,
1996................... 157,300,382 $1,476 $57 $1,094 $(10)
Net income.............. 348
Cash dividends declared
Preferred stock....... (40)
Common stock.......... (275)
Dividends to PP&L
Resources............ (35)
Capital contribution
from PP&L Resources.... 7
Other................... (10)
----------- ------ --- ------ ----
BALANCE AT DECEMBER 31,
1997................... 157,300,382 $1,476 $64 $1,092 $(20)
=========== ====== === ====== ====
</TABLE>
- -------
(a) No par value. 170,000,000 shares authorized. As of April 27, 1995, all
holders of PP&L common stock became holders of PP&L Resources common
stock, and all of PP&L's common stock was acquired by PP&L Resources.
(b) Common Stock was issued through the ESOP and DRIP.
See accompanying Notes to Financial Statements.
A-22
<PAGE>
CONSOLIDATED STATEMENT OF PREFERRED STOCK AT DECEMBER 31,
PP&L, INC. AND SUBSIDIARIES(A)
(MILLIONS OF DOLLARS)
<TABLE>
<CAPTION>
OUTSTANDING SHARES
----------- OUTSTANDING SHARES
1997 1996 1997 AUTHORIZED
----- ----- ----------- ----------
<S> <C> <C> <C> <C>
Preferred Stock-- $100 par, cumulative
4-1/2%..................................... $ 53 $ 53 530,189 629,936
Series..................................... 413 413 4,133,556 10,000,000
----- -----
$ 466 $ 466
===== =====
</TABLE>
DETAILS OF PREFERRED STOCK (B)
<TABLE>
<CAPTION>
SINKING FUND
OPTIONAL PROVISIONS
REDEMPTION ------------------------
OUTSTANDING SHARES PRICE PER SHARES TO BE
----------- OUTSTANDING SHARE REDEEMED REDEMPTION
1997 1996 1997 1997 ANNUALLY PERIOD
----- ----- ----------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
With Sinking Fund
Requirements
Series Preferred
5.95%.................. $ 30 $ 30 300,000 (c) 300,000 April 2001
6.05%.................. 25 25 250,000 (c) 250,000 April 2002
6.125%................. 115 115 1,150,000 (c) (d) 2003-2008
6.15%.................. 25 25 250,000 (c) 250,000 April 2003
6.33% ................. 100 100 1,000,000 (c) (e) 2003-2008
----- -----
$295 $ 295
===== =====
Without Sinking Fund
Requirements
4-1/2% Preferred....... $ 53 $ 53 530,189 $110.00
Series Preferred
3.35%.................. 4 4 41,783 103.50
4.40%.................. 23 23 228,773 102.00
4.60%.................. 6 6 63,000 103.00
6.75%.................. 85 85 850,000 (c)
----- -----
$ 171 $ 171
===== =====
</TABLE>
INCREASES (DECREASES) IN PREFERRED STOCK
There were no issuances or redemptions of preferred stock in 1997, 1996 or
1995.
- -------
(a) Each share of PP&L's preferred stock entitles the holder to one vote on
any question presented to PP&L's shareowners' meetings. There were
5,000,000 shares of PP&L's preference stock authorized; none were
outstanding at December 31, 1997 and 1996, respectively.
(b) The involuntary liquidation price of the preferred stock is $100 per
share. The optional voluntary liquidation price is the optional redemption
price per share in effect, except for the 4 1/2% Preferred Stock for which
such price is $100 per share (plus in each case any unpaid dividends).
(c) These series of preferred stock are not redeemable prior to the following
years: 5.95%, 2001; 6.05%, 2002; 6.125%, 6.15%, 6.33% and 6.75%, 2003.
(d) Shares to be redeemed annually on October 1 as follows: 2003-2007, 57,500;
2008, 862,500.
(e) Shares to be redeemed annually on July 1 as follows: 2003-2007, 50,000;
2008, 750,000.
See accompanying Notes to Financial Statements.
A-23
<PAGE>
CONSOLIDATED STATEMENT OF COMPANY-OBLIGATED MANDATORILY
REDEEMABLE PREFERRED SECURITIES AT DECEMBER 31,
PP&L, INC. AND SUBSIDIARIES (A)
(MILLIONS OF DOLLARS)
<TABLE>
<CAPTION>
OUTSTANDING
------------
OUTSTANDING
1997 1996 1997 AUTHORIZED MATURITY (B)
------ ----- ----------- ---------- ---------- ---
<S> <C> <C> <C> <C> <C> <C>
Company-Obligated
Mandatorily Redeemable
Preferred Securities of
Subsidiary Trusts Holding
Solely Company
Debentures--$25 per
security
8.10%.................... $ 150 $ 0 6,000,000 6,000,000 July 2002
8.20%.................... 100 0 4,000,000 4,000,000 April 2002
------ -----
$ 250 $ 0
====== =====
</TABLE>
- -------
(a) PP&L arranged for the issuance of a total of $250 million of Company-
obligated mandatorily redeemable Preferred Securities of subsidiary trusts
holding solely company debentures by PP&L Capital Trust and PP&L Capital
Trust II, two Delaware statutory business trusts. These Preferred
Securities are supported by a corresponding amount of junior subordinated
deferrable interest debentures issued by PP&L to the trusts. PP&L owns all
of the common securities, representing the remaining undivided beneficial
ownership interest in the assets of the trusts. The proceeds derived from
the issuance of the Preferred Securities and the common securities were
used by PP&L Capital Trust and PP&L Capital Trust II to acquire $103
million and $155 million principal amount of Junior Subordinated Deferrable
Interest Debentures, respectively. PP&L has guaranteed all of the trusts'
obligations under the Preferred Securities.
(b) The Preferred Securities are subject to mandatory redemption, in whole or
in part, upon the repayment of the Subordinated Debentures at maturity or
their earlier redemption. At the option of the Company, the Subordinated
Debentures are redeemable on and after the dates shown above in whole at
any time or in part from time to time. The amount of Preferred Securities
subject to such mandatory redemption will be equal to the amount of related
Subordinated Debentures maturing or being redeemed. The redemption price is
$25 per security plus an amount equal to accumulated and unpaid
distributions to the date of redemption.
See accompanying Notes to Financial Statements.
A-24
<PAGE>
CONSOLIDATED STATEMENT OF LONG-TERM DEBT AT DECEMBER 31,
PP&L, INC. AND SUBSIDIARIES
(MILLIONS OF DOLLARS)
<TABLE>
<CAPTION>
OUTSTANDING
----------------
1997 1996 MATURITY(B)
------ ------ -----------------
<S> <C> <C> <C>
FIRST MORTGAGE BONDS (A)
6 3/4%............................... $ 30 November 1, 1997(c)
5 1/2%............................... $ 150 150 April 1, 1998
7%................................... 40 January 1, 1999(c)
6%................................... 125 125 June 1, 2000
7 1/4%............................... 60 February 1, 2001(c)
7 3/4%............................... 150 150 May 1, 2002
6 1/2% to 7 1/2%..................... 525 605 2003-2007(c)
7.70%................................ 200 200 2008-2012(d)
7 3/8%............................... 100 100 2013-2017
8 1/2% to 9 3/8%..................... 465 465 2018-2022
6 3/4% to 7 7/8%..................... 500 500 2023-2027
FIRST MORTGAGE POLLUTION CONTROL BONDS
(A)
6.40% Series H....................... 90 90 November 1, 2021
5.50% Series I....................... 53 53 February 15, 2027
6.40% Series J....................... 116 116 September 1, 2029
6.15% Series K....................... 55 55 August 1, 2029
------ ------
2,529 2,739
Unsecured promissory notes............. 116 116
Pollution Control Revenue Bonds........ 9(e)
------ ------
2,654 2,855
Unamortized (discount) and premium--
net................................... (21) (23)
------ ------
2,633 2,832
Less amount due within one year........ 150 30
------ ------
Total long-term debt............... $2,483 $2,802
====== ======
</TABLE>
- -------
(a) Substantially all owned electric utility plant is subject to the lien of
PP&L's Mortgage.
(b) Aggregate long-term debt maturities through 2002 are (millions of
dollars): 1998, $150; 2000, $125; 2002, $150. There are no bonds
outstanding that have sinking fund requirements.
(c) In 1997, PP&L redeemed the $30 million of 6 3/4% mortgage bonds at the
optional redemption price of 100% of the principal amount. Three series
were redeemed under the maintenance and replacement fund provisions: $40
million of the 7% series due in 1999, $60 million of the 7 1/4% series due
in 2001, and $80 million of the 7 1/2% series due in 2003.
(d) Any registered owner of these bonds has the right to require PP&L to
redeem such owner's bonds on October 1, 1999 at a price of 100% of the
principal amount.
(e) In 1997, the Indiana County Industrial Development Authority issued $62
million of Pollution Control Revenue Bonds. Of this amount, $9 million
relates to PP&L's share of the financing of scrubber costs at the
Conemaugh Station. The proceeds were used to retire the interim financing
previously arranged for the Conemaugh project.
See accompanying Notes to Financial Statements.
A-25
<PAGE>
NOTES TO FINANCIAL STATEMENTS
Terms and abbreviations appearing in Notes to Financial Statements are
explained in the glossary.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS AND CONSOLIDATION
PP&L Resources is the parent holding company of PP&L, PP&L Global, PP&L
Spectrum and PP&L Capital Funding. PP&L is an operating public utility which
provides electricity delivery service in eastern and central Pennsylvania,
sells retail electricity throughout Pennsylvania and markets wholesale
electricity throughout the eastern United States.
The consolidated financial statements include the accounts of PP&L and its
direct and indirect wholly-owned subsidiaries. All significant intercompany
transactions have been eliminated. All nonutility operating tranactions are
included in "Other Income and (Deductions)" on the Consolidated Statement of
Income.
The investment in Safe Harbor Water Power Corporation, of which PP&L owns
one-third of the outstanding capital stock representing one-half of the voting
securities, is recorded using the equity method of accounting.
RECLASSIFICATION
Certain amounts from prior years' financial statements have been
reclassified to conform to the current year presentation.
MANAGEMENT'S ESTIMATES
These financial statements have been prepared using information available
including certain information which represents management's best estimates of
existing conditions. Actual results could differ from these estimates.
ACCOUNTING RECORDS
The accounting records for PP&L are maintained in accordance with the
Uniform System of Accounts prescribed by the FERC and adopted by the PUC.
REGULATION
PP&L prepares its financial statements in accordance with the provisions of
SFAS 71, "Accounting for the Effects of Certain Types of Regulation." SFAS 71
requires a rate-regulated entity to reflect the effects of regulatory
decisions in its financial statements. In accordance with SFAS 71, PP&L has
deferred certain costs pursuant to the rate actions of the PUC and the FERC
and is recovering or expects to recover such costs in electric rates charged
to customers. These deferred costs or "regulatory assets" are enumerated and
discussed in Note 9.
To the extent that PP&L concludes that recovery of a regulatory asset is no
longer probable due to regulatory treatment, the effects of competition or
other factors, the amount would have to be written off against income. PP&L
will discontinue application of SFAS 71 for the generation portion of its
business upon the issuance of the PUC's restructuring order. See Note 3 for
additional information.
UTILITY PLANT
Additions to utility plant and replacement of units of property are
capitalized at cost. The cost of funds used to finance construction projects
or AFUDC is capitalized as part of construction cost.
The cost of units of property retired or replaced is charged to accumulated
depreciation. Expenditures for maintenance and repairs of property and the
cost of replacing items determined to be less than an entire unit of property
are charged to operating expense.
A-26
<PAGE>
Major classes of electric utility plant in service and their respective
balances are (millions of dollars):
<TABLE>
<CAPTION>
1997 1996
------ ------
<S> <C> <C>
Production........................................................ $6,305 $6,303
Transmission...................................................... 392 386
Distribution...................................................... 2,891 2,774
General........................................................... 328 303
Other............................................................. 68 58
------ ------
$9,984 $9,824
====== ======
</TABLE>
For financial statement purposes, depreciation is being provided over the
estimated useful lives of property using a straight-line method for all
property except for certain property at the Susquehanna steam station. The
other portion of the Susquehanna property is depreciated at an annual rate of
$173 million from October 1995 through December 1998, after which depreciation
is scheduled to decline by $71 million annually. Provisions for depreciation,
as a percent of average depreciable property, approximated 3.8% in 1997 and
1996 and 3.7% in 1995.
NUCLEAR DECOMMISSIONING AND FUEL DISPOSAL
An annual provision for PP&L's share of the future cost to decommission the
Susquehanna station, equal to the amount allowed for ratemaking purposes, is
charged to operating expense. Such amounts are invested in external trust
funds which can be used only for future decommissioning costs. See Notes 4 and
7.
The DOE is responsible for the permanent storage and disposal of spent
nuclear fuel removed from nuclear reactors. PP&L pays the DOE a fee for future
disposal services and recovers such costs in customer rates. PP&L has joined
other utilities in a federal lawsuit to suspend payments to the DOE and to
place the fees in escrow unless that department begins accepting nuclear fuel
as agreed to in its contract with the utilities.
FINANCIAL INVESTMENTS
Securities subject to the requirements of SFAS 115 "Accounting for Certain
Investments in Debt and Equity Securities" are carried at fair value,
determined at the balance sheet date. Net unrealized gains on available-for-
sale securities are included in common equity. Net unrealized gains and losses
on trading securities are included in income. Net unrealized gains and losses
on securities that are not available for unrestricted use due to regulatory or
legal reasons are reflected in the related asset and liability accounts.
Realized gains and losses on the sale of securities are recognized utilizing
the specific cost identification method. Investments in financial limited
partnerships are accounted for under the equity method of accounting and
venture capital investments are recorded at cost. See Note 8.
PREMIUM ON REACQUIRED LONG-TERM DEBT
Premiums paid and expenses incurred by PP&L to redeem long-term debt are
deferred and amortized over the life of the new debt issue or the remaining
life of the retired debt when the redemption is not financed by a new issue.
CAPITAL LEASES
Leased property of PP&L capitalized on the Consolidated Balance Sheet is
recorded at the present value of future lease payments and is amortized so
that the total of interest on the lease obligation and amortization of the
leased property equals the rental expense allowed for ratemaking purposes.
Future lease payments for nuclear fuel are based on the quantity of
electricity produced at the Susquehanna Station. The maximum amount of nuclear
fuel available for lease under current arrangements is $200 million.
In April 1997, capital leases for vehicles, personal computers, and other
property were reclassified as operating leases. This reclassification resulted
from a revised agreement between PP&L and its leasing companies. The new
leases did not meet any of the classification criteria to be deemed capital
leases according to FASB No. 13.
A-27
<PAGE>
REVENUES
Electric revenues are recorded based on the amounts of electricity delivered
to customers through the end of each calendar month. This includes amounts
customers will be billed for electricity delivered from the time meters were
last read to the end of the month. During 1997, PP&L's ECR and STAS were zero.
The SBRCA ended in June 1997.
Approximately 97% of operating revenues were derived from electric energy
sales, with 33% coming from residential customers, 27% from commercial
customers, 19% from industrial customers, 20% from wholesale sales and 1% from
others.
INCOME TAXES
PP&L and its wholly-owned subsidiaries file a consolidated federal income
tax return with PP&L Resources. Income taxes are allocated to operating
expenses and other income and deductions on the Consolidated Statement of
Income.
The provision for PP&L's deferred income taxes is based upon the ratemaking
principles reflected in rates established by the PUC and FERC. The difference
in the provision for deferred income taxes and the amount that otherwise would
be recorded under generally accepted accounting principles is deferred and
included in taxes recoverable through future rates on the Consolidated Balance
Sheet. See Note 6.
Investment tax credits were deferred when utilized and are amortized over
the average lives of the related property.
PENSION PLAN AND OTHER POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS
PP&L has a noncontributory pension plan covering substantially all
employees. Subsidiary companies of PP&L formerly engaged in coal mining have a
noncontributory pension plan for substantially all non-bargaining, full-time
employees. Funding is based upon actuarially determined computations that take
into account the amount deductible for income tax purposes and the minimum
contribution required under the Employee Retirement Income Security Act of
1974.
For information on other postretirement and postemployment benefits, see
Note 12.
CASH EQUIVALENTS
All highly liquid debt instruments purchased with original maturities of
three months or less are considered to be cash equivalents.
2. PUC RESTRUCTURING PROCEEDING
In December 1996, Pennsylvania enacted the Customer Choice Act to
restructure its electric utility industry in order to create retail access to
a competitive market for the generation of electricity. The Act includes the
following major provisions: (1) all electric utilities in Pennsylvania are
required to file a restructuring plan with the PUC to implement direct access
to a competitive market for electric generation; (2) retail customer choice
will be phased in over three years, beginning as early as January 1, 1999; (3)
electric distribution companies will be the suppliers of last resort, and the
PUC will ensure that adequate generation reserves exist to maintain reliable
electric service; (4) retail rates generally will be capped for at least four-
and-a-half years for transmission and distribution charges and for as long as
nine years for generation charges; (5) utilities are permitted to recover PUC-
approved transition or stranded costs through a non-bypassable Competitive
Transition Charge (CTC); and (6) transition bonds may be issued to refinance
the stranded costs, with a transition charge on customers bills to repay the
bonds.
Under the Customer Choice Act, the PUC is authorized to determine the amount
of PP&L's stranded costs to be recovered through a CTC to be paid by all PUC-
jurisdictional customers who receive transmission and distribution service
from PP&L. Stranded costs are defined in the Customer Choice Act as
"generation-related costs . . .which would have been recoverable under a
regulated environment but which may not be recoverable in a competitive
generation market and which the PUC determines will remain following
mitigation by the electric utility."
A-28
<PAGE>
In accordance with the Customer Choice Act, PP&L filed its restructuring
plan with the PUC on April 1, 1997. PP&L's restructuring plan includes a claim
of $4.5 billion (on a net present value basis as of January 1, 1999) for
stranded costs. Pursuant to the Customer Choice Act, this claim is comprised
of the following categories:
1. Net plant investments and costs attributable to existing generation
plants and facilities, costs of power purchases, disposal costs of spent
nuclear fuel, retirement costs attributable to existing generating plants and
employee-related transition costs;
2. Prudently incurred costs related to the cancellation, buyout, buydown or
renegotiation of NUG contracts; and
3. Regulatory assets and other deferred charges typically recoverable under
current regulatory practice and cost obligations under PUC-approved contracts
with NUGs.
The following are the components of PP&L's stranded cost claim as presented
in the evidentiary record of the proceeding:
<TABLE>
<CAPTION>
AMOUNT
CATEGORY OF STRANDED COST (MILLIONS OF DOLLARS)
- ------------------------- ---------------------
<S> <C>
Nuclear Generation(a).................................... $2,825
Fossil Generation(a)..................................... 670
NUG Contracts............................................ 651
Regulatory Assets........................................ 354
------
$4,500
======
</TABLE>
- -------
(a) Includes deferred income taxes related to generation assets.
In determining the appropriate amount of stranded cost recovery, the
Customer Choice Act requires the PUC to consider the extent to which an
electric utility has taken steps to mitigate stranded costs by appropriate
means that are reasonable under the circumstances. Mitigation efforts
undertaken over time prior to the enactment of the Customer Choice Act are to
be considered of equal importance by the PUC in determining an electric
utility's stranded costs as actions taken after the passage of the Customer
Choice Act. In its restructuring plan, PP&L described its extensive efforts to
mitigate its stranded costs, resulting in a reduction in its stranded cost
claim of over $1 billion.
Numerous parties have intervened in PP&L's restructuring proceeding. These
parties are recommending stranded cost recovery by PP&L ranging from $695
million to $3.2 billion. In this regard, the PUC's OTS recommends that PP&L be
permitted to recover $3.2 billion of its stranded costs; the PP&L Industrial
Customer Alliance recommends recovery of $695 million; and the OCA recommends
recovery of $1.1 billion. Under Pennsylvania law, the OCA and the OTS have
advocacy roles in proceedings before the PUC. Testimony filed by the OCA and
OTS carries no more weight than testimony filed by any other party in the
proceeding.
Evidentiary hearings in this matter were held in late-August. The PUC has
revised the procedural schedule several times to permit continued settlement
discussions among the parties. In February 1998, the parties filed their Main
Briefs in the proceeding. Under the current schedule, the PUC's final order is
due by June 4, 1998. PP&L cannot predict the ultimate outcome of this
proceeding.
The ultimate impact of the Customer Choice Act on PP&L's financial health
will depend on numerous factors, including:
1. The PUC's final order in the restructuring proceeding, including the
amount of stranded cost recovery approved by the PUC and the PUC's disposition
of other issues raised;
2. The effect of the rate cap imposed under the provisions of the Customer
Choice Act;
3. The actual market price of electricity over the transition period;
4. Future sales levels; and
5. The extent to which the regulatory framework established by the Customer
Choice Act will continue to be applied.
A-29
<PAGE>
Under the Customer Choice Act, PP&L's rates to PUC-jurisdictional customers
are capped at the level in effect on January 1, 1997 through mid-2001 for
transmission and distribution services and through the year 2005 for
generation services to customers who do not choose an alternative supplier.
Applying the CTC proposed in its restructuring plan (which is restricted by
the rate cap) through the year 2005, it is estimated that PP&L would collect
approximately $4 billion (on a net present value basis as of January 1, 1999)
of its stranded costs. The remaining $500 million would be reflected as lower
cash flow to PP&L after the transition period than would have occurred with
continued regulated rates.
In this regard, it should be noted that PP&L's stranded cost claim included
in the restructuring plan is based on a projection of future market prices and
assumes a significant portion of PP&L's stranded costs will be recovered by
way of increased market prices for electricity. This increase may or may not
occur. To the extent that the market price of electricity does not increase as
projected, or other projections do not actually occur, PP&L could experience a
lower recovery of stranded costs.
If the PUC's final order in the restructuring proceeding were to permit full
recovery of PP&L's stranded costs, including full recovery of all regulatory
assets and above-market NUG costs over the transition period, PP&L estimates
that its net income over the transition period would be reduced by about 5%
from amounts that were previously projected under historic cost-based
regulation.
However, the PUC's final order--either as a result of a settlement or a
fully-litigated proceeding--may result in changes to components or assumptions
in PP&L's restructuring plan that could have an adverse effect on the amount
of the CTC, the amount of stranded costs that are recoverable through the CTC
or the overall amount of revenues to be collected from customers. As a result
of these uncertainties, PP&L cannot determine whether and to what extent it
may be subject to a write-off or a reduction in revenues and earnings with
respect to the restructuring proceeding. Based on the substantial amounts
involved in the restructuring proceeding, should PP&L incur such a write-off
or reduction in revenues and earnings, either one could be material in amount.
Accordingly, PP&L is unable to predict the ultimate effect of the Customer
Choice Act or the PUC's final order in the restructuring proceeding on its
financial position, its results of operations, future rate levels, the need or
ability to issue securities to meet future capital requirements or the ability
to maintain the common stock dividend at the current level.
The Customer Choice Act permits the issuance of "transition bonds"
securitized by customer revenues from an Intangible Transition Charge (ITC) to
finance the payment of stranded costs. PP&L is considering whether to seek to
securitize some portion of its stranded cost claim, which would require the
approval of the PUC in a qualified rate order.
Certain parties have brought actions in the Pennsylvania Commonwealth Court
challenging the constitutionality of the Customer Choice Act. PP&L has
intervened in these proceedings in support of the Customer Choice Act.
3. ACCOUNTING FOR THE EFFECTS OF CERTAIN TYPES OF REGULATION
The FASB's Emerging Issues Task Force (EITF) has addressed the
appropriateness of the continued application of SFAS 71 by utilities in states
that have enacted restructuring legislation similar to the Customer Choice
Act. The EITF issued its statement 97-4 (Deregulation of the Pricing of
Electricity--Issues Related to the Application of FASB Statements 71 and 101),
which concluded that utilities should discontinue application of SFAS 71 for
the generation portion of their business when a deregulation plan is in place
and its terms are known. For PP&L, this will be upon the issuance of the PUC's
restructuring order expected to be no later than mid-1998. One of the EITF's
key conclusions is that utilities should continue to carry some or all of
their regulatory assets and liabilities that originated in the generation
portion of the business if the regulatory cash flows to realize and settle
them will be derived from the regulated portion of the business (e.g.,
transmission and distribution). In addition, costs or obligations of the
generation portion of the business that are incurred after application of SFAS
71 ceases and that are covered by the regulated cash flows for the portion of
the business that remains regulated on a cost of service basis would also meet
the criteria to be considered regulatory assets or liabilities.
PUC Proceedings
The Customer Choice Act establishes a definitive process for transition to
market-based pricing for electric generation. This transition effectively
includes cost-of-service based ratemaking during the transition period,
subject to a rate cap. Rates will include a non-bypassable CTC, which is
designed to give utilities the opportunity to recover their stranded costs
during the transition period.
A-30
<PAGE>
Given the current regulatory environment, PP&L's electric transmission and
distribution businesses are expected to remain regulated on a cost-of-service
basis and, as a result, the provisions of SFAS 71 should continue to apply to
those businesses. The impact of the discontinuance of application of SFAS 71
to the generation portion of PP&L's business will depend to a large degree on
the outcome of the restructuring proceeding currently pending before the PUC.
See Note 2 for a discussion of the potential financial impacts of that
proceeding.
FERC Proceedings
Under FERC Order 888, 16 small utilities which have power supply agreements
with PP&L signed before July 11, 1994, requested and were provided with PP&L's
current estimate of its stranded costs applicable to these customers if they
were to terminate their agreements in 1999. PP&L has now executed settlement
agreements with these customers, which will be filed with the FERC for
approval. These settlement agreements provide for continued power supply by
PP&L through January 2004. If FERC approves the agreements as filed, PP&L
would be required to write off a portion of its stranded costs applicable to
these customers. The amount of this write-off is currently estimated at
approximately $28 million after-tax, or 17 cents per share of common stock.
FERC action on this matter is not expected until the second quarter of 1998.
4. RATE MATTERS
Base Rate Filing with the PUC
In 1995, the PUC issued a final order with respect to the base rate case
filed by PP&L in December 1994. The PUC Decision increased PUC jurisdictional
rates by about $85 million annually, or 3.8%. The PUC Decision permitted the
levelization of depreciation expense for the Susquehanna station, recovery of
retiree health care costs and costs of the 1994 voluntary early retirement
program and revised costs to decommission Susquehanna SES. The order also
permitted recovery of deferred operating and capital costs, net of energy
savings, for Susquehanna Unit 2 but disallowed similar costs for Unit 1. The
PUC also rejected PP&L's request to include in the ECR the cost of capacity
billed to other utilities after the contractual arrangements with these
utilities expire.
The OCA appealed three issues from the PUC Decision to the Pennsylvania
Commonwealth Court. In May 1997, the Commonwealth Court issued its decision on
the OCA's appeal. Two of the issues, recovery of SFAS 106 deferrals and the
carrying charges and operating expenses for Susquehanna Unit 2 from commercial
operation until the plant was recognized in rates, were decided in PP&L's
favor. The third issue was the recovery of Pennsylvania Gross Receipts Tax
(GRT) on uncollectible revenues. PP&L had requested an allowance for GRT on
the full amount of revenue approved by the PUC, while the OCA had proposed a
$745,000 annualized adjustment to disallow GRT on revenues that PP&L will not
be able to collect. The PUC had rejected the OCA's proposed adjustment. The
Commonwealth Court reversed the PUC Decision and remanded that issue to the
PUC for adjustment of the allowance.
FERC--Major Utility Rates
In January 1996, PP&L filed a request with the FERC to incorporate a change
in the method of calculating depreciation under its contracts with four major
electric utility customers (Atlantic, BG&E, JCP&L, and UGI). PP&L also sought
to increase the charges to those customers for nuclear decommissioning costs.
A settlement of this case was approved by the FERC in June 1997, under terms
which have no material effect on PP&L.
5. SALES TO OTHER ELECTRIC UTILITIES
PP&L provides Atlantic with 125,000 kilowatts of capacity (summer rating)
and related energy from its wholly owned coal-fired stations. Sales to
Atlantic will expire in March 1998.
PP&L provided JCP&L with 567,000 kilowatts of capacity and related energy
from all of its generating units during 1997. This amount will decline by
189,000 kilowatts per year until the end of the agreement on December 31,
1999. PP&L expects to be able to resell the capacity and energy at market
prices.
PP&L provides BG&E with 129,000 kilowatts or 6.6 percent of its share of
capacity and related energy from the Susquehanna station. Sales to BG&E will
continue through May 2001.
A-31
<PAGE>
In June 1997, PP&L began a sale of capacity and energy to JCP&L pursuant to
an agreement which provides that JCP&L will purchase 150,000 kilowatts of
capacity and energy for 12 months, increasing to 200,000 kilowatts in June
1998, and then to 300,000 kilowatts in June 1999 through the end of the
agreement in May 2004. Prices for this energy and capacity reflect market
conditions.
In July 1997, FERC accepted a new wholesale power tariff that permits PP&L
to sell capacity and energy at market-based rates, both inside and outside the
PJM area, subject to certain conditions. This tariff allows PP&L to become
more active in the wholesale market with utilities and other entities, and
removes pricing restrictions which in the past had limited PP&L to charging at
or below cost-based rates. Sales of capacity and energy have been made under
this new tariff.
In January 1998, the United States Department of Energy approved PP&L's
application for an export license to sell capacity and/or energy to electric
utilities in Canada. This export license allows PP&L to sell either its own
capacity and energy not required to serve domestic obligations or power
purchased from other utilities.
6. INCOME TAXES
For 1997, 1996 and 1995, the corporate federal income tax rate was 35%, and
the Pa. CNI rate was 9.99%.
The tax effects of significant temporary differences comprising PP&L's net
deferred income tax liability were as follows (millions of dollars):
<TABLE>
<CAPTION>
1997 1996
------ ------
<S> <C> <C>
Deferred tax assets
Deferred investment tax credits............................... $ 82 $ 86
Accrued pension costs......................................... 77 67
Other......................................................... 64 75
Valuation allowance........................................... (4) (5)
------ ------
219 223
------ ------
Deferred tax liabilities
Electric utility plant--net................................... 1,755 1,788
Other property--net........................................... 9 9
Taxes recoverable through future rates........................ 377 399
Reacquired debt costs......................................... 43 46
Other......................................................... 35 10
------ ------
2,219 2,252
------ ------
Net deferred tax liability...................................... $2,000 $2,029
====== ======
</TABLE>
A-32
<PAGE>
Details of the components of income tax expense, a reconciliation of federal
income taxes derived from statutory tax rates applied to income from
continuing operations for accounting purposes, and details of taxes, other
than income are as follows (millions of dollars):
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
INCOME TAX EXPENSE
Included in Operating Expenses
Provision--Federal......................................... $169 $189 $195
State................................................. 59 64 62
---- ---- ----
228 253 257
---- ---- ----
Deferred--Federal.......................................... 20 4 9
State................................................. 9 6 6
---- ---- ----
29 10 15
---- ---- ----
Investment tax credit, net--Federal........................ (10) (10) (10)
---- ---- ----
247 253 262
---- ---- ----
Included in Other Income and Deductions
Provision (credit)--Federal................................ 1 2 10
State................................................. (1) 1 4
---- ---- ----
0 3 14
---- ---- ----
Deferred--Federal.......................................... 1 (1) 10
State................................................. 0 0 2
---- ---- ----
1 (1) 12
---- ---- ----
1 2 26
---- ---- ----
Total income tax expense--
Federal................................................... 181 184 214
State...................................................... 67 71 74
---- ---- ----
$248 $255 $288
==== ==== ====
RECONCILIATION OF INCOME TAX EXPENSE
Indicated federal income tax on pre-tax income at statutory
tax rate--35%............................................... $209 $214 $224
Increase (decrease) due to:
State income taxes......................................... 40 44 50
Flow through of depreciation differences not previously
normalized................................................ 22 20 16
Amortization of investment tax credit...................... (10) (10) (10)
Research & experimentation income tax credits.............. (1) (5)
Other...................................................... (12) (8) 8
---- ---- ----
39 41 64
---- ---- ----
Total income tax expense..................................... $248 $255 $288
==== ==== ====
Effective income tax rate.................................... 41.6% 41.7% 45.0%
TAXES, OTHER THAN INCOME
State gross receipts....................................... $104 $105 $102
State utility realty....................................... 46 44 46
State capital stock........................................ 34 34 33
Social security and other.................................. 20 20 20
---- ---- ----
$204 $203 $201
==== ==== ====
</TABLE>
7. NUCLEAR DECOMMISSIONING COSTS
PP&L's most recent estimate of the cost to decommission the Susquehanna
station was completed in 1993 and was a site-specific study, based on
immediate dismantlement and decommissioning of each unit following final
shutdown. The study indicates that PP&L's 90% share of the total estimated
cost of decommissioning the
A-33
<PAGE>
Susquehanna station is approximately $724 million in 1993 dollars. The
estimated cost includes decommissioning the radiological portions of the
station and the cost of removal of nonradiological structures and materials.
The operating licenses for Units 1 and 2 expire in 2022 and 2024,
respectively.
Decommissioning costs charged to operating expense were $12 million in both
1997 and 1996 and $8 million in 1995 and are based upon amounts included in
customer rates. The increase in 1996 is a result of the PUC Decision, in which
recovery of decommissioning costs was based on the cost estimates in the 1993
site-specific study. Rates charged to small utilities reflect the estimated
cost of decommissioning in the 1993 study. In January 1996, PP&L filed with
the FERC to increase its decommissioning rate to reflect the projected cost of
decommissioning the Susquehanna station. A settlement of this case was
approved by the FERC in June 1997. See Note 4 for further information.
Amounts collected from customers for decommissioning, less applicable taxes,
are deposited in external trust funds for investment and can be used only for
future decommissioning costs. The market value of securities held and accrued
income in the trust funds at December 31, 1997 and 1996 aggregated
approximately $163 million and $128 million, respectively. The trust funds
experienced, on a fair market value basis, a $24 million net gain in 1997,
which includes net unrealized appreciation of $18 million, and a net gain in
1996 of $6 million, which includes net unrealized appreciation of $2 million.
The trust fund activity is reflected in the nuclear plant decommissioning
trust fund and in other noncurrent liabilities on the Consolidated Balance
Sheet. Accrued nuclear decommissioning costs were $166 million and $130
million at December 31, 1997 and 1996, respectively.
The FASB issued an exposure draft on the accounting for liabilities related
to closure and removal of long-lived assets, including decommissioning of
nuclear power plants. As a result, current industry accounting practices for
decommissioning may change, including the possibility that the estimated cost
for decommissioning could be recorded as a liability at the present value of
the estimated future cash outflows that will be required to satisfy those
obligations. Due to FASB's recognition that these issues intertwine with other
unresolved accounting issues, FASB has not yet determined when it will issue
another exposure draft or a final statement.
8. FINANCIAL INSTRUMENTS
The carrying amount shown on the Consolidated Balance Sheet and the
estimated fair value of PP&L's financial instruments are as follows (millions
of dollars):
<TABLE>
<CAPTION>
DECEMBER 31, 1997 DECEMBER 31, 1996
------------------- -------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
---------- -------- ---------- --------
<S> <C> <C> <C> <C>
ASSETS
Nuclear plant decommissioning trust
fund (a).............................. $ 163 $ 163 $ 128 $ 128
Financial investments (a).............. 58 62 184 184
Other investments...................... 13 13 10 10
Cash and cash equivalents.............. 15 15 95 95
Other financial instruments included in
other current assets.................. 3 3 2 2
LIABILITIES
Preferred stock with sinking fund re-
quirements (b)........................ 295 308 295 294
Company-obligated mandatorily redeem-
able preferred securities of subsidi-
ary trusts holding solely company de-
bentures (b).......................... 250 256 -- --
Long-term debt (b)..................... 2,633 2,793 2,832 2,885
Commercial paper and bank loans........ 45 45 10 10
</TABLE>
- -------
(a) The carrying value of these financial instruments generally is based on
established market prices and approximates fair value.
(b) The fair value generally is based on quoted market prices for the
securities where available and estimates based on current rates offered to
PP&L where quoted market prices are not available.
A-34
<PAGE>
9. REGULATORY ASSETS
The following regulatory assets were reflected in the PP&L Consolidated
Balance Sheet (millions of dollars):
<TABLE>
<CAPTION>
1997 1996
------ ------
<S> <C> <C>
Deferred depreciation............................................. $ 71 $ 140
Deferred operating and carrying costs--Susquehanna................ 15 17
Utility plant carrying charges--net of amortization............... 19 21
Reacquired debt costs............................................. 103 110
Taxes recoverable through future rates............................ 909 963
Assessment for decommissioning uranium enrichment facilities...... 28 30
Postretirement benefits other than pensions....................... 25 28
Voluntary early retirement program................................ 36 49
ECR undercollection............................................... 49 17
Buyout of NUG contracts........................................... 84
Other............................................................. 20 24
------ ------
$1,359 $1,399
====== ======
</TABLE>
As of December 31, 1997, substantially all of PP&L's regulatory assets are
being recovered through rates charged to customers over periods ranging from 3
to 35 years. In December 1996, Pennsylvania passed restructuring legislation
which permits utilities to recover approved regulatory assets as transition or
stranded costs. See Note 2.
For a discussion of taxes recoverable through future rates, postretirement
benefits other than pensions, assessment for decommissioning uranium
enrichment facilities, VERP, and additional information on the PUC Decision,
see Notes 4, 6, and 12.
10. CREDIT ARRANGEMENTS & FINANCING ACTIVITIES
PP&L issues commercial paper and, from time to time, borrows from banks to
provide short-term funds required for general corporate purposes. In addition,
certain subsidiaries also borrow from banks to obtain short-term funds. Bank
borrowings generally bear interest at rates negotiated at the time of the
borrowing. PP&L's weighted average interest rate on short-term borrowings was
6.6% and 4.9% at December 31, 1997 and 1996, respectively. PP&L currently has
authorization from the FERC to issue up to $750 million of short-term debt.
In April 1997, PP&L redeemed $210 million principal amount of four series of
first mortgage bonds. Three of the series of first mortgage bonds were
redeemed under the maintenance and replacement fund provisions of the
mortgage. These series of bonds consisted of $40 million principal amount of
the 7% series due 1999; $60 million principal amount of the 7 1/4% series due
2001; and $80 million principal amount of the 7 1/2% series due 2003. The
fourth series, $30 million principal amount of the 6 3/4% series due 1997, was
redeemed under the optional redemption provisions of that series.
In April 1997, PP&L instituted a short-term bond program in order to meet
certain short-term working capital requirements and to accomplish other
corporate purposes. Under this program, a total of $800 million of short-term
bonds (having maturities not in excess of 30 days) were issued from time to
time, with no more than $150 million of such bonds outstanding at any one
time. No such bonds were outstanding at December 31, 1997.
PP&L arranged for the issuance of a total of $250 million of "Company-
obligated mandatorily redeemable preferred securities of subsidiary holding
solely company debentures" (Preferred Securities) by two Delaware statutory
business trusts. These securities consist of four million shares of 8.20%
Preferred Securities issued by PP&L Capital Trust to the public in April 1997
at $25 per share, for proceeds of $100 million; and six million shares of
8.10% Preferred Securities issued by PP&L Capital Trust II to the public in
June 1997 at $25 per share, for proceeds of $150 million. PP&L owns all of the
common securities of both trusts. The sole asset of PP&L Capital Trust is $103
million of PP&L's 8.20% junior subordinated deferrable interest debentures
(Junior Subordinated Debentures), due April 1, 2027, and the sole asset of
PP&L Capital Trust II is $155 million of PP&L's 8.10% Junior Subordinated
Debentures, due July 1, 2027. The obligations of PP&L under the Junior
Subordinated Debentures, the indenture under which the Junior Subordinated
Debentures were issued, the trust agreements of the trusts and the guarantees
by PP&L of payment of the Preferred Securities, in the aggregate, constitute a
full and unconditional guarantee by PP&L of each trust's Preferred Securities.
A-35
<PAGE>
In November 1997, PP&L and PP&L Capital Funding, a wholly-owned subsidiary
of PP&L Resources that provides financing for PP&L Resources and its
subsidiaries, established a new joint revolving credit facility with a group
of 14 banks comprised of two separate revolving credit agreements--a $150
million 364-day revolving credit agreement and a $300 million five-year
revolving credit agreement. Under the terms of these credit agreements, either
company can borrow at interest rates based on Eurodollar deposit rates or the
prime rate, and the respective obligations of each company are several and not
joint. The new revolving credit facility replaced PP&L Resources' $300 million
revolving credit agreement, PP&L's $250 million revolving credit agreement and
three separate PP&L credit agreements totaling $45 million, all of which were
terminated. At December 31, 1997, PP&L had no borrowings outstanding under the
new revolving credit agreements.
PP&L leases its nuclear fuel from a trust. The maximum financing capacity of
the trust under existing credit arrangements is $200 million.
11. ACQUISITION OF PENN FUEL GAS, INC.
In June 1997, PP&L Resources entered into an agreement with Penn Fuel Gas,
Inc. (PFG), a Pennsylvania corporation, pursuant to which PP&L Resources would
acquire PFG. PFG, with nearly 100,000 customers in Pennsylvania and a few
hundred customers in Maryland, distributes and stores natural gas and sells
propane.
Under the terms of the agreement, PFG would become a wholly-owned subsidiary
of PP&L Resources. Upon consummation of the acquisition, each outstanding PFG
common share would be converted into the right to receive between 6.968 and
8.516 shares of PP&L Resources' Common Stock, and each outstanding PFG
preferred share would be converted into the right to receive between 0.682 and
0.833 shares of PP&L Resources' Common Stock. PP&L Resources expects to issue
shares of its Common Stock valued at about $121 million to complete the
transaction. The exact conversion rate and number of PP&L Resources' shares to
be issued will be based on the market value of the Common Stock of PP&L
Resources at the time of the merger. The transaction is expected to be treated
as a pooling-of- interests for accounting and financial reporting purposes.
The acquisition of PFG is subject to several conditions, including the
receipt of required approvals by the PUC and the SEC. The Maryland Public
Service Commission has determined not to institute proceedings on the matter.
The U.S. Department of Justice and the Federal Trade Commission have granted
early termination of the required waiting period for the acquisition under the
Hart-Scott-Rodino Premerger Notification Act. In October 1997, PFG's
shareholders approved the acquisition at a special shareholders meeting. The
acquisition does not require the approval of PP&L Resources' shareholders. The
acquisition is expected to be completed by mid-1998.
In the third quarter of 1997, PP&L Resources recorded a one-time charge for
non-payroll related transaction costs associated with the acquisition of PFG.
PP&L's proportionate share of these costs was approximately $6 million, pre-
tax.
12. PENSION PLAN AND OTHER POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS
PENSION PLAN
PP&L has a funded noncontributory defined benefit pension plan covering
substantially all employees. Benefits are based upon a participant's earnings
and length of participation in the Plan, subject to meeting certain minimum
requirements.
PP&L has an unfunded supplemental retirement plan for certain management
employees. A similar plan for directors was terminated December 31, 1996.
Benefit payments pursuant to these supplemental plans are made directly by
PP&L. At December 31, 1997, the projected benefit obligation of these
supplemental plans was approximately $23 million.
The components of PP&L's net periodic pension cost for the three plans were
(millions of dollars):
<TABLE>
<CAPTION>
1997 1996 1995
----- ----- -----
<S> <C> <C> <C>
Service cost-benefits earned during the period............. $ 32 $ 32 $ 27
Interest cost.............................................. 64 61 58
Actual return on plan assets............................... (254) (146) (241)
Net amortization and deferral.............................. 166 68 167
----- ----- -----
Net periodic pension cost.................................. $ 8 $ 15 $ 11
===== ===== =====
</TABLE>
A-36
<PAGE>
The net periodic pension cost charged to operating expenses was $5 million
in 1997, $9 million in 1996 and $6 million in 1995. The balance was charged to
construction and other accounts. The funded status of PP&L's Plan was
(millions of dollars):
<TABLE>
<CAPTION>
DECEMBER 31
--------------
1997 1996
------ ------
<S> <C> <C>
Fair value of plan assets...................................... $1,396 $1,187
Actuarial present value of benefit obligations:
Accumulated benefit obligation-vested........................ 762 695
Effect of projected future compensation...................... 200 191
------ ------
Projected benefit obligation............................... 962 886
------ ------
Plan assets in excess of projected benefit obligation.......... 434 301
Unrecognized transition assets (being amortized over 23 years). (54) (59)
Unrecognized prior service cost................................ 52 55
Unrecognized net gain.......................................... (636) (495)
------ ------
Accrued expense................................................ $ (204) $ (198)
====== ======
</TABLE>
The weighted average discount rate used in determining the actuarial present
value of projected benefit obligations was 6.75% and 7.0% on December 31, 1997
and 1996, respectively. The rate of increase in future compensation used in
determining the actuarial present value of projected benefit obligations was
5.0% on December 31, 1997 and 1996. The assumed long-term rates of return on
assets used in determining pension cost in 1997 and 1996 was 8.0%. Plan assets
consist primarily of common stocks, government and corporate bonds and
temporary cash investments.
PP&L's subsidiaries formerly engaged in coal mining have a noncontributory
defined benefit pension plan covering substantially all non-bargaining unit,
full-time employees, which is fully funded, primarily by group annuity
contracts with insurance companies. This plan was amended to freeze benefit
increases effective June 1996. In addition, the companies are liable under
federal and state laws to pay black lung benefits to claimants and dependents
with respect to approved claims, and are members of a trust which was
established to facilitate payment of such liabilities. Such costs were not
material in 1997, 1996 and 1995.
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
Substantially all employees of PP&L and its subsidiaries will become
eligible for certain health care and life insurance benefits upon retirement.
PP&L sponsors four health and welfare benefit plans that cover substantially
all management and bargaining unit employees upon retirement. One plan
provides for retiree health care benefits to certain management employees,
another plan provides retiree health care benefits to bargaining unit
employees, a third plan provides retiree life insurance benefits to certain
management employees up to a specified amount and a fourth plan provides
retiree life insurance benefits to bargaining unit employees.
Dollar limits have been established for the amount PP&L will contribute
annually toward the cost of retiree health care for employees retiring after
March 1993.
The PUC Decision in 1995 permitted recovery of the PUC-jurisdictional amount
of retiree health care costs resulting from the adoption of SFAS 106. In
addition, the PUC Decision permitted PP&L to recover, over a period of about
17 years, the amount of SFAS 106 costs that would have been deferred from
January 1, 1993 through September 30, 1995, pursuant to a PUC order but for a
Commonwealth Court decision that PP&L could not recover these deferred costs.
As a result of the PUC Decision, which provided for recovery of $27 million of
previously expensed SFAS 106 costs, PP&L recorded a $16 million after-tax
credit to income in the third quarter of 1995.
In December 1993, PP&L established a separate VEBA for each of the four
health and welfare benefit plans for retirees. After making initial
contributions, additional funding of the trusts was deferred pending
resolution of PP&L's ability to recover the costs of the plans in rates.
Continued funding of these trusts was subject to the
A-37
<PAGE>
resolution of the OCA appeal of the PUC Decision. In 1997, the Pennsylvania
Supreme Court ruled that the Commonwealth Court's decision to uphold the PUC
Decision is now final. In December 1997, PP&L contributed an additional $31
million to these VEBAs.
The following table sets forth the plans' combined funded status reconciled
with the amount shown on PP&L's Consolidated Balance Sheet as of December 31
(millions of dollars):
<TABLE>
<CAPTION>
1997 1996
----- -----
<S> <C> <C>
Accumulated postretirement benefit obligation:
Retirees....................................................... $ 137 $ 123
Fully eligible active plan participants........................ 21 19
Other active plan participants................................. 79 85
----- -----
237 227
Plan assets at fair value, primarily temporary cash investments.. 64 31
----- -----
Accumulated postretirement benefit obligation in excess of plan
assets.......................................................... 173 196
Unrecognized prior service costs................................. (4) (5)
Unrecognized net loss............................................ (11) (12)
Unrecognized transition obligation (being amortized over 20
years).......................................................... (131) (139)
----- -----
Accrued postretirement benefit cost.............................. $ 27 $ 40
===== =====
</TABLE>
The net periodic postretirement benefit cost included the following
components (millions of dollars):
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Service cost--benefits attributed to service during the period.. $ 4 $ 4 $ 4
Interest cost on accumulated postretirement benefit obligation.. 17 15 15
Actual return on plan assets.................................... (2) (1) (2)
Net amortization and deferral................................... 10 9 9
--- --- ---
Net periodic postretirement benefit cost........................ $29 $27 $26
=== === ===
</TABLE>
Retiree health and benefits costs charged to operating expenses were
approximately $23 million in 1997, $20 million in 1996, and a net credit of
approximately $17 million in 1995 (reflecting both a $32 million credit due to
the PUC Decision and costs applicable to contractual agreements with other
major utilities). Costs in excess of the amount charged to expense were
charged to construction and other accounts.
For measurement purposes, an 8% annual rate of increase in the per capita
cost of covered health care benefits was assumed for 1998; the rate was
assumed to decrease gradually to 6% by 2006 and remain at that level
thereafter. Increasing the assumed health care cost trend rates by 1% in each
year would increase the accumulated postretirement benefit obligation as of
December 31, 1997, by about $11 million and the aggregate of the service and
interest cost components of net periodic postretirement benefit cost for the
year then ended by about $1 million.
In determining the accumulated postretirement benefit obligation, the
weighted average discount rate used was 6.75% and 7.0% on December 31, 1997
and 1996, respectively. The trusts that are holding the plan assets, except
for retiree health care benefits to certain management employees, are tax-
exempt. The expected long-term rate of return on plan assets for the tax-
exempt trusts was 6.5% on December 31, 1997 and 1996.
PP&L and its subsidiaries formerly engaged in coal mining accrued an
additional liability for the cost of health care of retired miners previously
employed by them. The liability, based on the present value of future
benefits, was estimated at $51 million and $54 million as of December 1997 and
1996, respectively. In December 1997, PP&L contributed $25 million to a VEBA
to partially fund these health care costs.
POSTEMPLOYMENT BENEFITS
PP&L provides health and life insurance benefits to disabled employees and
income benefits to eligible spouses of deceased employees. Postemployment
benefits charged to operating expenses were not material.
A-38
<PAGE>
13. JOINTLY OWNED FACILITIES
At December 31, 1997, PP&L or its subsidiary owned undivided interests in
the following facilities (millions of dollars):
<TABLE>
<CAPTION>
GENERATING STATIONS MERRILL
------------------------------ CREEK
SUSQUEHANNA KEYSTONE CONEMAUGH RESERVOIR
----------- -------- --------- ---------
<S> <C> <C> <C> <C>
Ownership interest..................... 90.00% 12.34% 11.39% 8.37%
Electric utility plant in service...... $4,060 $ 68 $ 103
Other property......................... $ 22
Accumulated depreciation............... 1,160 37 40 9
Construction work in progress.......... 67 1
</TABLE>
Each participant in these facilities provides its own financing. PP&L
receives a portion of the total output of the generating stations equal to its
percentage ownership. PP&L's share of fuel and other operating costs
associated with the stations is reflected on the PP&L Consolidated Statement
of Income. In December 1997, Allegheny Electric Cooperative, Inc. issued a
Request for Proposals for the sale of its assets, including its 10% interest
in Susquehanna. This proposed sale is still pending. The Merrill Creek
Reservoir provides water during periods of low river flow to replace water
from the Delaware River used by PP&L and other utilities in the production of
electricity.
14. SUBSIDIARY COAL RESERVES
In November 1995, PP&L sold the coal reserves of one of its subsidiaries for
$52 million, which resulted in a $42 million gain, or $20 million after-tax.
PP&L had acquired the reserves in 1974 with the intention of supplying future
coal-fired generating stations, but later concluded that it would not develop
these reserves for such purposes. In 1994, the reserves' carrying value was
written down from $84 million to $10 million.
15. COMMITMENTS AND CONTINGENT LIABILITIES
CONSTRUCTION EXPENDITURES
PP&L's construction expenditures for the period 1998-2002 are estimated to
aggregate $1.3 billion, including AFUDC. For discussion pertaining to
construction expenditures, see Review of Financial Condition and Results of
Operations under the caption "Financial Condition--Capital Expenditure
Requirements" on page A-9.
NUCLEAR INSURANCE
PP&L is a member of certain insurance programs which provide coverage for
property damage to members' nuclear generating stations. Facilities at the
Susquehanna station are insured against property damage losses up to $2.75
billion under these programs. PP&L is also a member of an insurance program
which provides insurance coverage for the cost of replacement power during
prolonged outages of nuclear units caused by certain specified conditions.
Under the property and replacement power insurance programs, PP&L could be
assessed retroactive premiums in the event of the insurers' adverse loss
experience. The maximum amount PP&L could be assessed under these programs at
December 31, 1997 was about $31 million.
PP&L's public liability for claims resulting from a nuclear incident at the
Susquehanna station is limited to about $8.9 billion under provisions of The
Price Anderson Amendments Act of 1988. PP&L is protected against this
liability by a combination of commercial insurance and an industry assessment
program. In the event of a nuclear incident at any of the reactors covered by
The Price Anderson Amendments Act of 1988, PP&L could be assessed up to $151
million per incident, payable at a rate of $20 million per year, plus an
additional 5% surcharge, if applicable.
ENVIRONMENTAL MATTERS
Air
The Clean Air Act deals, in part, with acid rain, attainment of federal
ambient ozone standards and toxic air emissions. PP&L has complied with the
Phase I acid rain provisions required to be implemented by 1995 by installing
continuous emission monitors on all units, burning lower sulfur coal and
installing low nitrogen oxide burners on certain units. To comply with the
year 2000 acid rain provisions, PP&L plans to purchase lower sulfur coal and
use banked or purchased emission allowances instead of installing FGD on its
wholly-owned units.
A-39
<PAGE>
PP&L has met the initial ambient ozone requirements of the Clean Air Act by
reducing nitrogen oxide emissions by 40% through the use of low nitrogen oxide
burners. Further seasonal (i.e., 5 month) nitrogen oxide reductions to 55% and
75% of 1990 levels for 1999 and 2003, respectively, are specified under the
Northeast Ozone Transport Region's Memorandum of Understanding. The PA DEP has
finalized regulations which require PP&L to reduce its ozone seasonal NO/x/ by
57% beginning in 1999.
The EPA has finalized new national standards for ambient levels of ground-
level ozone and fine particulates. Based in part on the new ozone standard,
the EPA has proposed NO/x/ emission limits for 22 states, including
Pennsylvania, which in effect requires approximately an 80% reduction from the
1990 level in Pennsylvania in the 2005-2012 timeframe. The new particulates
standard may require further reductions in both NO/x/ and SO/2/ and may extend
the reductions from seasonal to year round.
The Clean Air Act requires the EPA to study the health effects of hazardous
air emissions from power plants and other sources. Depending on the outcome of
these studies, PP&L may be required to take additional action.
Expenditures to meet the 2000 acid rain and 1999 NO/x/ reduction requirements
are included in the table of projected construction expenditures in the
section "Financial Condition--Capital Expenditure Requirements" in the Review
of the Financial Condition and Results of Operations. PP&L currently estimates
that additional capital expenditures and operating costs for environmental
compliance under the Clean Air Act will be incurred beyond 2002 in amounts
which are not now determinable but which could be material.
Water and Residual Waste
DEP residual waste regulations set forth requirements for existing ash
basins at PP&L's coal-fired generating stations. Any new ash disposal facility
must meet the rigid siting and design standards set forth in the regulations.
To address these DEP regulations, PP&L has installed dry fly ash handling
systems at most of its power stations, which eliminate the need for ash
basins. In other cases, PP&L has modified the existing facilities to allow
continued operation of the ash basins under a new DEP permit. Any groundwater
contamination caused by the basins must also be addressed.
Groundwater degradation related to fuel oil leakage from underground
facilities and seepage from coal refuse disposal areas and coal storage piles
has been identified at several PP&L generating stations. Remedial work is
substantially completed at two generating stations. At this time, the only
other remedial work being planned is to abate a localized groundwater
degradation problem at Montour.
The recently issued final NPDES permit for the Montour station contains
stringent limits for iron and chlorine discharges. Depending on the results of
a toxic reduction study to be conducted, additional water treatment facilities
or operational changes may be needed at this station.
Capital expenditures through the year 2002 to comply with the residual waste
regulations, correct groundwater degradation at fossil-fueled generating
stations, and address waste water control at PP&L facilities are included in
the table of construction expenditures in the section "Financial Condition--
Capital Expenditure Requirements" in the Review of the Financial Condition and
Results of Operations. In this regard, PP&L currently estimates that $6.5
million of additional capital expenditures may be required in the next four
years to close some of the ash basins and address other ash basin issues at
various generating plants. Additional capital expenditures could be required
beyond the year 2002 in amounts which are not now determinable but which could
be material. Actions taken to correct groundwater degradation, to comply with
the DEP's regulations and to address waste water control are also expected to
result in increased operating costs in amounts which are not now determinable
but which could be material.
Superfund and Other Remediation
In 1995, PP&L entered into a consent order with the DEP to address a number
of sites where PP&L may be liable for remediation of contamination. This may
include potential PCB contamination at certain PP&L substations and pole
sites; potential contamination at a number of coal gas manufacturing
facilities formerly owned and operated by PP&L; and oil or other contamination
which may exist at some of PP&L's former generating facilities. As of December
31, 1997, PP&L has completed work on nearly half of the sites included in the
agreement.
A-40
<PAGE>
At December 31, 1997, PP&L had accrued $8.1 million, representing the amount
PP&L can reasonably estimate it will have to spend to remediate sites
involving the removal of hazardous or toxic substances including those covered
by the consent order mentioned above. Future cleanup or remediation work at
sites currently under review, or at sites not currently identified, may result
in material additional operating costs which PP&L cannot estimate at this
time. In addition, certain federal and state statutes, including Superfund and
the Pennsylvania Hazardous Sites Cleanup Act, empower certain governmental
agencies, such as the EPA and the DEP, to seek compensation from the
responsible parties for the lost value of damaged natural resources. The EPA
and the DEP may file such compensation claims against the parties, including
PP&L, held responsible for cleanup of such sites. Such natural resource damage
claims against PP&L could result in material additional liabilities.
General
Due to the environmental issues discussed above or other environmental
matters, PP&L may be required to modify, replace or cease operating certain
facilities to comply with statutes, regulations and actions by regulatory
bodies or courts. In this regard, PP&L also may incur capital expenditures,
operating expenses and other costs in amounts which are not now determinable
but which could be material.
LOAN GUARANTEES OF AFFILIATED COMPANIES
IEC has arrangements with banks under which the banks may lend funds to IEC
on an uncommitted basis. PP&L has been authorized by the PUC to guarantee up
to $45 million of these bank loans or to lend IEC up to $45 million under a
fixed rate loan agreement. IEC has been authorized by the PUC to have a
maximum of $45 million outstanding at any one time under both of these loan
arrangements.
SOURCE OF LABOR SUPPLY
At December 31, 1997, PP&L had a total of 6,343 full-time employees.
Approximately 65 percent of these full-time employees are represented by the
IBEW. The labor agreement with the IBEW expires in May 1998.
16. NEW ACCOUNTING STANDARDS
During 1997, the FASB issued SFAS 128, Earnings Per Share; SFAS 129,
Disclosure of Information about Capital Structure; SFAS 130, Reporting
Comprehensive Income; and SFAS 131, Disclosures About Segments of an
Enterprise and Related Information. SFAS 128 and SFAS 129 are effective for
financial statements issued for periods ending after December 15, 1997,
however these statements cause no additional disclosures. SFAS 130 and SFAS
131 are effective in 1998. The adoption of these statements is not expected to
have a material impact on PP&L's financial statements.
A-41
<PAGE>
SELECTED FINANCIAL AND OPERATING DATA
PP&L, INC.
<TABLE>
<CAPTION>
1997 (A) 1996 1995 (A) 1994 (A) 1993
-------- ------- -------- -------- -------
<S> <C> <C> <C> <C> <C>
INCOME ITEMS--MILLIONS
Operating revenues............. $ 3,049 $ 2,910 $ 2,752 $ 2,725 $ 2,727
Operating income............... 545 556 574 501 563
Earnings available to PP&L Re-
sources....................... 308 329 324 215(d) 314(d)
BALANCE SHEET ITEMS--MILLIONS
(B)
Property, plant and equipment,
net........................... 6,820 6,960 6,970 7,195 7,146
Total assets................... 9,472 9,405 9,424 9,321 9,454
Long-term debt................. 2,633 2,832 2,859 2,941 2,663
Company-obligated mandatorily
redeemable preferred
securities of subsidiary
trusts holding solely company
debentures.................... 250
Preferred stock
With sinking fund require-
ments....................... 295 295 295 295 335
Without sinking fund require-
ments....................... 171 171 171 171 171
Common equity.................. 2,612 2,617 2,528 2,404 2,426
Short-term debt................ 45 10 89 74 202
Total capital provided by in-
vestors....................... 6,006 5,925 5,942 5,885 5,797
Capital lease obligations...... 171 247 220 225 249
FINANCIAL RATIOS
Return on average common equi-
ty--%......................... 11.75 12.95 13.10 8.83 13.06
Embedded cost rates (b)
Long-term debt--%.............. 7.91 7.89 7.95 8.07 8.63
Preferred stock--%............. 6.90 6.09 6.09 6.07 6.30
Times interest earned before
income taxes.................. 3.67 3.62 3.58 2.73 3.33
Ratio of earnings to fixed
charges--total enterprise ba-
sis (c)....................... 3.47 3.50 3.48 2.70 3.31
Ratio of earnings to fixed
charges and dividends on
preferred stock--total
enterprise basis (c).......... 2.77 2.93 2.92 2.26 2.71
REVENUE DATA
Average price per kWh billed
for service area sales--cents. 7.36 7.38 7.21 7.24 7.37
SALES DATA
Customers (thousands)(b)....... 1,247 1,236 1,226 1,213 1,203
Electric energy sales billed--
millions of kWh
Residential.................. 11,434 11,849 11,300 11,444 11,043
Commercial................... 10,309 10,288 9,948 9,715 9,373
Industrial................... 10,078 10,016 9,845 9,536 9,100
Other........................ 143 154 188 236 219
------- ------- ------- ------- -------
Service area sales......... 31,964 32,307 31,281 30,931 29,735
Wholesale energy sales..... 21,454 14,341 11,424 10,848 12,599
------- ------- ------- ------- -------
Total electric energy sales
billed.................... 53,418 46,648 42,705 41,779 42,334
------- ------- ------- ------- -------
NUMBER OF FULL-TIME EMPLOYEES
(B)........................... 6,343 6,428 6,661 7,431 7,677
</TABLE>
- -------
(a) 1997, 1995 and 1994 earnings were affected by several one-time adjustments.
This affected earnings available to PP&L Resources and certain items in
Financial Ratios. See Financial Notes 4, 11, and 14.
(b) At year-end
(c) Computed using earnings and fixed charges of PP&L and its subsidiaries.
Fixed charges consist of interest on short- and long-term debt, other
interest charges, interest on capital lease obligations and the estimated
interest component of other rentals.
(d) Prior years restated to reflect formation of the holding company.
A-42
<PAGE>
EXECUTIVE OFFICERS OF PP&L, INC.
Officers of PP&L are elected annually by the Board of Directors to serve at
the pleasure of the Board. There are no family relationships among any of the
executive officers, or any arrangement or understanding between any executive
officer and any other person pursuant to which the officer was selected.
There have been no events under any bankruptcy act, no criminal proceedings
and no judgments or injunctions material to the evaluation of the ability and
integrity of any executive officer during the past five years.
Listed below are the executive officers of PP&L as of December 31, 1997:
<TABLE>
<CAPTION>
EFFECTIVE DATE OF
ELECTION TO
NAME AGE POSITION PRESENT POSITION
---- --- -------- -----------------
<C> <C> <S> <C>
William F. Hecht... 54 Chairman, President and Chief
Executive Officer January 1, 1993
Frank A. Long...... 57 Executive Vice President and Chief
Operating Officer January 1, 1993
Robert G. Byram.... 52 Senior Vice President--Generation
and Chief Nuclear Officer April 1, 1997
Ronald E. Hill*.... 55 Senior Vice President--Financial January 1, 1994
John R. Biggar*.... 53 Vice President--Finance August 1, 1996
Robert J. Grey..... 47 Senior Vice President, General
Counsel and Secretary March 1, 1996
Joseph J. McCabe... 47 Vice President and Controller August 1, 1995
</TABLE>
- -------
* Effective January 28, 1998, John R. Biggar, Vice President--Finance of PP&L,
was elected Senior Vice President--Financial and designated as the acting
principal financial officer of PP&L pending the selection of a permanent
successor to Ronald E. Hill, who has retired.
Each of the above officers, with the exception of Mr. Grey and Mr. McCabe,
has been employed by PP&L for more than five years as of December 31, 1997.
Mr. Grey joined PP&L in March 1995. He had been General Counsel of Long Island
Lighting Company since 1992. Mr. McCabe joined PP&L in May 1994 and was
previously a partner of Deloitte & Touche LLP.
Prior to their election to the positions shown above, the following
executive officers held other positions within PP&L since January 1, 1993: Mr.
Byram was Senior Vice President--System Power & Engineering and Senior Vice
President--Nuclear; Mr. Hill was Vice President and Comptroller; Mr. Biggar
was Vice President--Finance and Vice President--Finance and Treasurer; Mr.
Grey was Vice President, General Counsel and Secretary, and Mr. McCabe was
Controller.
A-43
<PAGE>
SHAREOWNER AND INVESTOR INFORMATION
ANNUAL MEETING: The annual meeting of shareowners is held each year on the
fourth Friday of April. The 1998 annual meeting will be held on Friday, April
24, 1998, at Lehigh University's Stabler Arena, at the Goodman Campus Complex
located in Lower Saucon Township, outside Bethlehem, PA.
PROXY MATERIAL: A proxy statement and notice of PP&L's annual meeting is
mailed to all shareowners of record as of February 27, 1998.
DIVIDENDS: The 1998 dates for consideration of the declaration of dividends
by the board of directors or its finance committee are February 27, May 22,
August 28 and November 20. Subject to the declaration, dividends are paid on
the first day of April, July, October and January. Dividend checks are mailed
in advance of those dates with the intention that they arrive as close as
possible to the payment dates. The 1998 record dates for dividends are
expected to be the 10th day of March, June, September and December.
DIRECT DEPOSIT OF DIVIDENDS: Shareowners may choose to have their dividend
checks deposited directly into their checking or savings account. Quarterly
dividend payments are electronically credited on the dividend date, or the
first business day thereafter.
DIVIDEND REINVESTMENT PLAN: Shareowners may choose to have dividends on
their PP&L preferred stock reinvested in PP&L Resources common stock instead
of receiving the dividend by check.
CERTIFICATE SAFEKEEPING: Shareowners participating in the Dividend
Reinvestment Plan may choose to have their common stock certificates forwarded
to PP&L for safekeeping.
LOST DIVIDEND OR INTEREST CHECKS: Dividend or interest checks lost by
investors, or those that may be lost in the mail, will be replaced if the
check has not been located by the 10th business day following the payment
date.
TRANSFER OF STOCK OR BONDS: Stock or bonds may be transferred from one name
to another or to a new account in the name of another person. Please contact
Investor Services regarding transfer instructions.
BONDHOLDER INFORMATION: Much of the information and many of the procedures
detailed here for shareowners also apply to bondholders. Questions related to
bondholder accounts should be directed to Investor Services.
LOST STOCK OR BOND CERTIFICATES: Please contact Investor Services for an
explanation of the procedure to replace lost stock or bond certificates.
SHAREOWNERS' NEWSLETTER: an easy-to-read newsletter containing current items
of interest to shareowners--published and mailed at the beginning of each
quarter.
PERIODIC MAILINGS: Letters regarding new investor programs, special items of
interest, or other pertinent information are mailed on a non-scheduled basis
as necessary.
DUPLICATE MAILINGS: The summary annual report and other investor
publications are mailed to each investor account. If you have more than one
account, or if there is more than one investor in your household, you may
contact Investor Services to request that only one publication be delivered to
your address. Please provide account numbers for all duplicate mailings.
SHAREOWNER INFORMATION LINE: Shareowners can get detailed corporate and
financial information 24 hours a day using the Shareowner Information Line.
They can hear timely recorded messages about earnings, dividends and other
company news releases; request information by fax; and request printed
materials in the mail.
The toll-free Shareowner Information Line is 1-800-345-3085.
With the introduction of the Shareowner Information Line, PP&L will no
longer publish the Quarterly Review. Replacing these quarterly mailings with
an enhanced information service is part of the company's effort to improve the
quality and timeliness of shareowner communications. Other PP&L publications,
such as the annual and quarterly reports to the Securities and Exchange
Commission (Forms 10-K and 10-Q) will be mailed upon request. There will be no
change in the mailing of annual reports, proxy statements or dividend checks.
A-44
<PAGE>
Another part of this new service is an enhanced Internet home page
(www.papl.com). Shareowners can access PP&L's Securities and Exchange
Commission filings, stock quotes and historical performance. Visitors to our
website can provide their E-mail address and indicate their desire to receive
future earnings or news releases automatically at the time of their release.
INVESTOR SERVICES: For any questions you have or additional information you
require about PP&L and its subsidiaries, please call the Shareowner
Information Line, or write to:
George I. Kline
Manager-Investor Services
PP&L, Inc.
Two North Ninth Street
Allentown, PA 18101
INTERNET ACCESS: For updated information throughout the year, check out our
home page at http://www.papl.com. You may also contact Investor Services via
E-mail at [email protected].
SECURITY ANALYST AND INSTITUTIONAL INVESTOR INQUIRIES: Members of the
financial community seeking additional information may contact:
Timothy J. Paukovits
Investor Relations Manager
Phone: (610) 774-4124
Fax: (610) 774-5106
E-mail: [email protected]
<TABLE>
<S> <C>
LISTED SECURITIES: FISCAL AGENTS:
NEW YORK STOCK EXCHANGE STOCK TRANSFER AGENTS AND REGISTRARS
PP&L RESOURCES, INC.: Norwest Bank Minnesota, N.A.
Common Stock (Code: PPL) Shareowner Services
161 North Concord Exchange
PP&L, INC.: South St. Paul, MN 55075
4 1/2% Preferred Stock
(Code: PPLPRB) PP&L, Inc.
4.40% Series Preferred Stock Investor Services Department
(Code: PPLPRA)
DIVIDEND DISBURSING OFFICE AND
PP&L CAPITAL TRUST: DIVIDEND REINVESTMENT PLAN AGENT
8.20% Preferred Securities PP&L, Inc.
(Code: PPLPRC) Investor Services Department
PP&L CAPITAL TRUST II: MORTGAGE BOND TRUSTEE
8.10% Preferred Securities Bankers Trust Co.
(Code: PPLPRD) Attn: Security Transfer Unit
P.O. Box 291569
PHILADELPHIA STOCK EXCHANGE Nashville, TN 37229
PP&L RESOURCES, INC.:
Common Stock BOND INTEREST PAYING AGENT
PP&L, Inc.
PP&L, INC.: Investor Services Department
4 1/2% Preferred Stock
3.35% Series Preferred Stock
4.40% Series Preferred Stock
4.60% Series Preferred Stock
</TABLE>
A-45
<PAGE>
QUARTERLY FINANCIAL DATA (UNAUDITED)
PP&L, INC. AND SUBSIDIARIES
(MILLIONS OF DOLLARS)
<TABLE>
<CAPTION>
FOR THE QUARTERS ENDED (A)
---------------------------------
MARCH 31 JUNE 30 SEPT. 30 DEC. 31
-------- ------- -------- -------
<S> <C> <C> <C> <C>
1997
Operating revenues............................ $786 $686 $778 $799
Operating income.............................. 171 118 133 123
Net income.................................... 120 70 81 77
Earnings available to PP&L Resources.......... 113 61 69 65
1996
Operating revenues............................ $789 $669 $715 $737
Operating income.............................. 176 120 136 124
Net income.................................... 125 69 86 77
Earnings available to PP&L Resources.......... 118 62 79 70
</TABLE>
- -------
(a) PP&L's electric utility business is seasonal in nature, with peak sales
periods generally occurring in the winter months. Accordingly, comparisons
among quarters of a year may not be indicative of overall trends and
changes in operations.
A-46
<PAGE>
For any questions you may have or additional information you may require
about your account, change in stock ownership, dividend payments and the
reinvestment of dividends, please call the Shareowner Information Line, or
write to:
George Kline, Manager
Investor Services Department
PP&L, Inc.
Two North Ninth Street, Allentown, PA 18101
Shareowner Information Line: 800-345-3085
PP&L and PP&L Resources file a joint Form 10-K Report with the Securities
and Exchange Commission. The Form 10-K Report for 1997 is available without
charge by calling the Shareowner Information Line, or by requesting a copy
from our home page at the Internet address listed below.
---------------
WHETHER YOU PLAN TO ATTEND THE MEETING OR NOT, PLEASE MARK, DATE, SIGN AND
MAIL THE ACCOMPANYING PROXY AS SOON AS POSSIBLE. AN ENVELOPE, WHICH REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES, IS INCLUDED FOR YOUR CONVENIENCE.
---------------
For the latest information on PP&L Resources, visit
our location on the Internet at
http://www.papl.com
<PAGE>
[LOGO OF PP&L APPEARS HERE]
March 13, 1998
Dear Shareowner:
It is a pleasure to invite you to attend the 1998 Annual Meeting of
shareowners, which will be held at 1:30 p.m. on Friday, April 24, 1998, at
Lehigh University's Stabler Arena, at the Goodman Campus Complex, located in
Lower Saucon Township outside Bethlehem.
Detailed information as to the business to be transacted at the meeting is
contained in the accompanying Notice of Annual Meeting and Proxy Statement. If
you plan to attend the meeting, please detach and return your proxy now and
bring the admission ticket printed on the back of this sheet with you to the
meeting.
Please mark, sign, date and return your proxy as soon as possible so that
you will be represented at the meeting in accordance with your wishes. The
company is a subsidiary of PP&L Resources, and the company's preferred stock is
the only class of stock outstanding in the hands of the public. PP&L Resources
owns all of the company's common stock.
Sincerely yours,
/s/ William F. Hecht
William F. Hecht
Chairman, President
and Chief Executive Officer
- --------------------------------------------------------------------------------
[LOGO OF PP&L APPEARS HERE]
Proxy Solicited on Behalf of the Board of Directors for
Annual meeting of Shareowners, April 24, 1998
Please Vote and Sign on Reverse Side and Return in the Enclosed Envelope
William F. Hecht, Frank A. Long and Norman Robertson, and each of them, are
hereby appointed proxies, with the power of substitution, to vote the shares of
the undersigned, as directed on the reverse side of this proxy, at the Annual
Meeting of Shareowners of PP&L, Inc. to be held on April 24, 1998, and any
adjournments thereof, and in their discretion to vote and act upon any other
matters as may properly come before said meeting and any adjournments thereof.
Shares represented by all properly executed proxies will be voted at the
Annual Meeting in the manner specified. If properly executed and returned, and
no specification is made, votes will be cast "FOR" Item 1 on the reverse of this
proxy.
(over)
<PAGE>
Admission Ticket
PP&L, Inc.
Annual Meeting of Shareowners
1:30 p.m., April 24, 1998
Lehigh University's Stabler Arena
Bethlehem, Pennsylvania
[MAP OF AREA SURROUNDING LEHIGH UNIVERSITY'S STABLER ARENA APPEARS HERE]
*Note: An eight mile section of
Route 22 in the Bethlehem area
is under construction.
[MAP DETAIL OF STABLER ARENA APPEARS HERE]
Detach your proxy and mail it in the enclosed envelope. If you plan to attend
the meeting, bring the top portion of this page with you.
- -------------------------------------------------------------------------------
Indicate your vote by placing an (X) in the appropriate box.
- -------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS: Nominees for terms ending in 2001.
(1) William F. Hecht (3) Marilyn Ware Lewis
(2) Stuart Heydt
(*) To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list above and mark an (X)
in the "For All Except" box.
For All Withhold
For All Except(*) For All
[_] [_] [_]
- ------------------------------------------------------------------------------
Date
- -------------------------------------------- ----------------------------
Date
- -------------------------------------------- ----------------------------
Please date and sign your name(s) exactly as shown at left and mail promptly in
the enclosed envelope.
IMPORTANT: When signing as attorney, executor, administrator, trustee or
guardian, please give your full title as such. In the case of JOINT HOLDERS,
all should sign.
PROXY
