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0001193125-18-053963.txt : 20180222 0001193125-18-053963.hdr.sgml : 20180222 20180222153809 ACCESSION NUMBER: 0001193125-18-053963 CONFORMED SUBMISSION TYPE: S-3ASR PUBLIC DOCUMENT COUNT: 24 FILED AS OF DATE: 20180222 DATE AS OF CHANGE: 20180222 EFFECTIVENESS DATE: 20180222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PPL Corp CENTRAL INDEX KEY: 0000922224 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 232758192 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-223142 FILM NUMBER: 18632365 BUSINESS ADDRESS: STREET 1: TWO N NINTH ST CITY: ALLENTOWN STATE: PA ZIP: 18101-1179 BUSINESS PHONE: 610-774-5151 MAIL ADDRESS: STREET 1: TWO N NINTH ST CITY: ALLENTOWN STATE: PA ZIP: 18101-1179 FORMER COMPANY: FORMER CONFORMED NAME: PPL CORP DATE OF NAME CHANGE: 20000214 FORMER COMPANY: FORMER CONFORMED NAME: PP&L RESOURCES INC DATE OF NAME CHANGE: 19941123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KENTUCKY UTILITIES CO CENTRAL INDEX KEY: 0000055387 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 610247570 STATE OF INCORPORATION: KY FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-223142-01 FILM NUMBER: 18632366 BUSINESS ADDRESS: STREET 1: ONE QUALITY ST CITY: LEXINGTON STATE: KY ZIP: 40507 BUSINESS PHONE: 6062552100 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PPL CAPITAL FUNDING INC CENTRAL INDEX KEY: 0001047459 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 232758192 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-223142-05 FILM NUMBER: 18632370 BUSINESS ADDRESS: STREET 1: TWO NORTH NINTH ST CITY: ALLENTOWN STATE: PA ZIP: 18101 BUSINESS PHONE: 6107745591 MAIL ADDRESS: STREET 1: TWO NORTH NINTH ST CITY: ALLENTOWN STATE: PA ZIP: 18101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LG&E & KU Energy LLC CENTRAL INDEX KEY: 0001518339 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 200523163 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-223142-03 FILM NUMBER: 18632368 BUSINESS ADDRESS: STREET 1: 220 WEST MAIN STREET CITY: LOUISVILLE STATE: KY ZIP: 40202 BUSINESS PHONE: 502-672-2000 MAIL ADDRESS: STREET 1: 220 WEST MAIN STREET CITY: LOUISVILLE STATE: KY ZIP: 40202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOUISVILLE GAS & ELECTRIC CO /KY/ CENTRAL INDEX KEY: 0000060549 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 610264150 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-223142-02 FILM NUMBER: 18632367 BUSINESS ADDRESS: STREET 1: 220 W MAIN ST STREET 2: P O BOX 32030 CITY: LOUISVILLE STATE: KY ZIP: 40232 BUSINESS PHONE: 5026272000 MAIL ADDRESS: STREET 1: 220 WEST MAIN ST CITY: LUUISVILLE STATE: KY ZIP: 40232 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PPL ELECTRIC UTILITIES CORP CENTRAL INDEX KEY: 0000317187 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 230959590 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-223142-04 FILM NUMBER: 18632369 BUSINESS ADDRESS: STREET 1: TWO NORTH NINTH STREET CITY: ALLENTOWN STATE: PA ZIP: 18101-1179 BUSINESS PHONE: 610-774-5151 MAIL ADDRESS: STREET 1: TWO NORTH NINTH STREET CITY: ALLENTOWN STATE: PA ZIP: 18101-1179 FORMER COMPANY: FORMER CONFORMED NAME: PP&L INC DATE OF NAME CHANGE: 19970912 FORMER COMPANY: FORMER CONFORMED NAME: PP & L INC DATE OF NAME CHANGE: 19970912 S-3ASR 1 d462695ds3asr.htm S-3ASR S-3ASR

As filed with the Securities and Exchange Commission on February 22, 2018

Registration Nos. 333- , 333- -01, 333- -02, 333- -03,

333- -04, 333- -05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933


PPL Corporation	Pennsylvania	23-2758192
PPL Capital Funding, Inc.	Delaware	23-2926644
PPL Electric Utilities Corporation	Pennsylvania	23-0959590
(Exact name of registrant as	(State or other jurisdiction of	(I.R.S. Employer
specified in its charter)	incorporation or organization)	Identification No.)

Two North Ninth Street

Allentown, Pennsylvania 18101-1179

(610) 774-5151

(Address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices)


LG&E and KU Energy LLC	Kentucky	20-0523163
Louisville Gas and Electric Company	Kentucky	61-0264150
(Exact name of registrant as	(State or other jurisdiction of	(I.R.S. Employer
specified in its charter)	incorporation or organization)	Identification No.)

220 West Main Street

Louisville, Kentucky 40202-1377

(502) 627-2000

(Address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices)


Kentucky Utilities Company	Kentucky and Virginia	61-0247570
(Exact name of registrant as	(State or other jurisdiction of	(I.R.S. Employer
specified in its charter)	incorporation or organization)	Identification No.)

One Quality Street

Lexington, Kentucky 40507-1462

(502) 627-2000

(Address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices)

Vincent Sorgi

Senior Vice President and Chief Financial Officer

PPL Corporation

Two North Ninth Street

Allentown, Pennsylvania 18101-1179

(610) 774-5151

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies To:


Catherine C. Hood		Andrew R. Keller
Pillsbury Winthrop Shaw Pittman LLP		Simpson Thacher & Bartlett LLP
1540 Broadway		425 Lexington Avenue
New York, New York 10036		New York, New York 10017
(212) 858-1000		(212) 455-2000
Robert W. Downes		Michael Kaplan
Sullivan & Cromwell LLP		Davis Polk & Wardwell LLP
125 Broad Street		450 Lexington Avenue
New York, New York 10004		New York, New York 10017
(212) 558-4000		(212) 450-4000

Approximate date of commencement of proposed sale to the public: From time to time after the registration statement becomes effective, as determined by market and other conditions.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☑

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, please check the following box. ☑

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


PPL Corporation:	Large Accelerated filer ☑	Accelerated filer ☐
	Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐
	(Do not check if a smaller reporting company)
PPL Capital Funding, Inc.:	Large Accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☑	Smaller reporting company ☐
	Emerging growth company ☐ (Do not check if a smaller reporting company)
PPL Electric Utilities Corporation:	Large Accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☑	Smaller reporting company ☐
	Emerging growth company ☐
	(Do not check if a smaller reporting company)
LG&E and KU Energy LLC:	Large Accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☑	Smaller reporting company ☐
	Emerging growth company ☐
	(Do not check if a smaller reporting company)
Louisville Gas and Electric Company:	Large Accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☑	Smaller reporting company ☐
	Emerging growth company ☐
	(Do not check if a smaller reporting company)
Kentucky Utilities Company:	Large Accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☑	Smaller reporting company ☐
	Emerging growth company ☐
	(Do not check if a smaller reporting company)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.


PPL Corporation:		☐
PPL Capital Funding, Inc.:		☐
PPL Electric Utilities Corporation:		☐
LG&E and KU Energy LLC:		☐
Louisville Gas and Electric Company:		☐
Kentucky Utilities Company:		☐

CALCULATION OF REGISTRATION FEE



Title of each class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price per Security	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
PPL Corporation Common Stock, par value $.01 per share	(1)	(1)	(1)	(2)
PPL Corporation Preferred Stock, par value $.01 per share	(1)	(1)	(1)	(2)
PPL Corporation Stock Purchase Contracts	(1)	(1)	(1)	(2)
PPL Corporation Stock Purchase Units	(1)	(1)	(1)	(2)
PPL Corporation Depositary Shares	(1)	(1)	(1)	(2)
PPL Capital Funding, Inc. Debt Securities	(1)	(1)	(1)	(2)
PPL Corporation Guarantees of PPL Capital Funding, Inc. Debt Securities	(3)	(3)	(3)	(3)
PPL Capital Funding, Inc. Subordinated Debt Securities	(1)	(1)	(1)	(2)
PPL Corporation Subordinated Guarantees of PPL Capital Funding, Inc. Subordinated Debt Securities	(3)	(3)	(3)	(3)
PPL Electric Utilities Corporation Debt Securities	(1)	(1)	(1)	(2)
LG&E and KU Energy LLC Debt Securities	(1)	(1)	(1)	(2)
Louisville Gas and Electric Company Debt Securities	(1)	(1)	(1)	(2)
Kentucky Utilities Company Debt Securities	(1)	(1)	(1)	(2)

(1)	Omitted pursuant to General Instruction II.E. of Form S-3. An indeterminate and unspecified amount of securities of each identified class are being registered as may from time to time be issued at indeterminate prices.

(2)

In reliance on and in accordance with Rules 456(b) and 457(r) under the Securities Act, the registrants are deferring payment of all of the registration fee. Registration fees will be paid subsequently on a “pay-as-you-go” basis based on the aggregate offering price of the securities to be offered in one or more offerings to be made hereunder.

(3)	No separate consideration will be received for the PPL Guarantees or the PPL Subordinated Guarantees. Pursuant to Rule 457(n) under the Securities Act, no registration fee is required with respect to the guarantees.

PROSPECTUS

PPL Corporation

PPL Capital Funding, Inc.

PPL Electric Utilities Corporation

Two North Ninth Street

Allentown, Pennsylvania 18101-1179

(610) 774-5151

LG&E and KU Energy LLC

Louisville Gas and Electric Company

220 West Main Street

Louisville, Kentucky 40202

(502) 627-2000

Kentucky Utilities Company

One Quality Street

Lexington, Kentucky 40507

(502) 627-2000

PPL Corporation

Common Stock, Preferred Stock,

Stock Purchase Contracts, Stock Purchase Units and Depositary Shares

PPL Capital Funding, Inc.

Debt Securities and Subordinated Debt Securities

Guaranteed by PPL Corporation as described in a supplement to this prospectus

PPL Electric Utilities Corporation

Debt Securities

LG&E and KU Energy LLC

Debt Securities

Louisville Gas and Electric Company

Debt Securities

Kentucky Utilities Company

Debt Securities

We will provide the specific terms of these securities in supplements to this prospectus. You should read this prospectus and the supplements carefully before you invest.

We may offer the securities directly or through underwriters or agents. The applicable prospectus supplement will describe the terms of any particular plan of distribution.

Investing in the securities involves certain risks. See “Risk Factors” on page 2.

PPL Corporation’s common stock is listed on the New York Stock Exchange and trades under the symbol “PPL.”

These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission, nor has the Securities and Exchange Commission or any state securities commission determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is February 22, 2018.

TABLE OF CONTENTS


	Page
ABOUT THIS PROSPECTUS		1
RISK FACTORS		2
FORWARD-LOOKING INFORMATION		2
PPL CORPORATION		5
PPL CAPITAL FUNDING, INC.		6
PPL ELECTRIC UTILITIES CORPORATION		6
LG&E AND KU ENERGY LLC		6
LOUISVILLE GAS AND ELECTRIC COMPANY		7
KENTUCKY UTILITIES COMPANY		7
USE OF PROCEEDS		8
RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS		9
WHERE YOU CAN FIND MORE INFORMATION		11
EXPERTS		13
VALIDITY OF THE SECURITIES AND THE PPL GUARANTEES		13

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that PPL Corporation, PPL Capital Funding, Inc. (“PPL Capital Funding”), PPL Electric Utilities Corporation (“PPL Electric”), LG&E and KU Energy LLC (“LKE”), Louisville Gas and Electric Company (“LG&E”) and Kentucky Utilities Company (“KU”) have each filed with the Securities and Exchange Commission, or SEC, using the “shelf” registration process. Under this shelf process, we may, from time to time, sell combinations of the securities described in this prospectus in one or more offerings. Each time we sell securities, we will provide a prospectus supplement that will contain a description of the securities we will offer and specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under “Where You Can Find More Information.”

We may use this prospectus to offer from time to time:

•

shares of PPL Corporation Common Stock, par value $.01 per share (“PPL Common Stock”);

•

shares of PPL Corporation Preferred Stock, par value $.01 per share (“PPL Preferred Stock”);

•

contracts or other rights to purchase shares of PPL Common Stock or PPL Preferred Stock (“PPL Stock Purchase Contracts”);

•

stock purchase units, each representing (1) a PPL Stock Purchase Contract and (2) debt securities or preferred trust securities of third parties (such as debt securities or subordinated debt securities of PPL Capital Funding, preferred trust securities of a subsidiary trust or United States Treasury securities) that are pledged to secure the stock purchase unit holders’ obligations to purchase PPL Common Stock or PPL Preferred Stock under the PPL Stock Purchase Contracts (“PPL Stock Purchase Units”);

•

PPL Corporation’s Depositary Shares, issued under a deposit agreement and representing a fractional interest in PPL Preferred Stock;

•

PPL Capital Funding’s unsecured and unsubordinated debt securities (“PPL Capital Funding Debt Securities”);

•

PPL Capital Funding’s unsecured and subordinated debt securities (“PPL Capital Funding Subordinated Debt Securities”);

•

PPL Electric’s First Mortgage Bonds issued under PPL Electric’s 2001 indenture, as amended and supplemented (“PPL Electric First Mortgage Bonds”), which will be secured by the lien of the 2001 indenture on PPL Electric’s electricity distribution and certain transmission properties (subject to certain exceptions to be described in a prospectus supplement);

•

LKE’s unsecured and unsubordinated debt securities;

•

LG&E’s First Mortgage Bonds issued under LG&E’s 2010 indenture, as amended and supplemented (“LG&E First Mortgage Bonds”), which will be secured by the lien of the 2010 indenture on LG&E’s Kentucky electricity generation, transmission and distribution properties and natural gas distribution properties (subject to certain exceptions to be described in a prospectus supplement); and

•

KU’s First Mortgage Bonds issued under KU’s 2010 indenture, as amended and supplemented (“KU First Mortgage Bonds”), which will be secured by the lien of the 2010 indenture on KU’s Kentucky electricity generation, transmission and distribution properties (subject to certain exceptions to be described in a prospectus supplement).

We sometimes refer to the securities listed above collectively as the “Securities.”

PPL Corporation will fully and unconditionally guarantee the payment of principal, premium and interest on the PPL Capital Funding Debt Securities and PPL Capital Funding Subordinated Debt Securities as will be

described in supplements to this prospectus. We sometimes refer to PPL Corporation’s guarantees of PPL Capital Funding Debt Securities as “PPL Guarantees” and PPL Corporation’s guarantees of PPL Capital Funding Subordinated Debt Securities as the “PPL Subordinated Guarantees.”

Information contained herein relating to each registrant is filed separately by such registrant on its own behalf. No registrant makes any representation as to information relating to any other registrant or Securities or guarantees issued by any other registrant, except that information relating to PPL Capital Funding’s Securities is also attributed to PPL Corporation.

As used in this prospectus, the terms “we,” “our” and “us” generally refer to:

•

PPL Corporation with respect to Securities, PPL Guarantees or PPL Subordinated Guarantees issued by PPL Corporation or PPL Capital Funding;

•

PPL Electric, with respect to Securities issued by PPL Electric;

•

LKE, with respect to Securities issued by LKE;

•

LG&E, with respect to Securities issued by LG&E; and

•

KU, with respect to Securities issued by KU.

For more detailed information about the Securities, the PPL Guarantees and the PPL Subordinated Guarantees, you can read the exhibits to the registration statement. Those exhibits have been either filed with the registration statement or incorporated by reference to earlier SEC filings listed in the registration statement.

RISK FACTORS

Investing in the Securities involves certain risks. You are urged to read and consider the risk factors relating to an investment in the Securities described in the Annual Reports on Form 10-K of PPL Corporation, PPL Electric, LKE, LG&E and KU, as applicable, for the year ended December 31, 2017, and incorporated by reference in this prospectus. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus. The risks and uncertainties we have described are not the only ones affecting PPL Corporation, PPL Electric, LKE, LG&E and KU. The prospectus supplement applicable to each type or series of Securities we offer may contain a discussion of additional risks applicable to an investment in us and the particular type of Securities we are offering under that prospectus supplement.

FORWARD-LOOKING INFORMATION

Certain statements included or incorporated by reference in this prospectus, including statements concerning expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are other than statements of historical fact are “forward-looking statements” within the meaning of the federal securities laws. Although we believe that the expectations and assumptions reflected in these statements are reasonable, there can be no assurance that these expectations will prove to be correct. Forward-looking statements are subject to many risks and uncertainties, and actual results may differ materially from the results discussed in forward-looking statements. In addition to the specific factors discussed in the “Risk Factors” section in this prospectus and our reports that are incorporated by reference, the following are among the important factors that could cause actual results to differ materially and adversely from the forward-looking statements:

•

the outcome of rate cases or other cost recovery or revenue filings;

•

changes in U.S. or U.K. tax laws or regulations, including the 2017 Tax Cuts and Jobs Act;

•

effects of cyber-based intrusions or natural disasters, threatened or actual terrorism, war or other hostilities;

•

significant decreases in demand for electricity in the U.S.;

•

expansion of alternative and distributed sources of electricity generation and storage;

•

changes in foreign currency exchange rates for British pound sterling and the related impact on unrealized gains and losses on PPL’s foreign currency economic hedges;

•

the effectiveness of our risk management programs, including foreign currency and interest rate hedging;

•

non-achievement by PPL WPD Limited and its subsidiaries (“WPD”) of performance targets set by the Office of Gas and Electricity Markets (“Ofgem”);

•

the results of the potential mid-period review in the U.K. of the current price control period, RIIO-ED1, currently being reviewed by the U.K. regulator, Ofgem, with a decision as to whether to engage in such a review and the scope thereof to be announced in the spring of 2018;

•

the effect of changes in the retail price index on WPD’s revenues and index linked debt;

•

developments related to ongoing negotiations regarding the U.K.’s intent to withdraw from European Union and any actions in response thereto;

•

defaults by counterparties or suppliers for energy, capacity, coal, natural gas or key commodities, goods or services;

•

capital market conditions, including the availability of capital or credit, changes in interest rates and certain economic indices, and decisions regarding capital structure;

•

a material decline in the market value of PPL’s equity;

•

significant decreases in the fair value of debt and equity securities and its impact on the value of assets in defined benefit plans, and the potential cash funding requirements if fair value declines;

•

interest rates and their effect on pension and retiree medical liabilities, asset retirement obligation liabilities and interest payable on certain debt securities;

•

volatility in or the impact of other changes in financial markets and economic conditions;

•

the potential impact of any unrecorded commitments and liabilities of PPL and its subsidiaries;

•

new accounting requirements or new interpretations or applications of existing requirements;

•

changes in the corporate credit ratings or securities analyst rankings of PPL and its securities;

•

any requirement to record impairment charges pursuant to GAAP with respect to any of our significant investments;

•

laws or regulations to reduce emissions of greenhouse gases or the physical effects of climate change;

•

continuing ability to access fuel supply for LG&E and KU, as well as the ability to recover fuel costs and environmental expenditures in a timely manner at LG&E and KU and natural gas supply costs at LG&E;

•

weather and other conditions affecting generation, transmission and distribution operations, operating costs and customer energy use;

•

changes in political, regulatory or economic conditions in states, regions or countries where PPL or its subsidiaries conduct business;

•

receipt of necessary governmental permits and approvals;

•

new state, federal or foreign legislation or regulatory developments;

•

the impact of any state, federal or foreign investigations applicable to PPL and its subsidiaries and the energy industry;

•

our ability to attract and retain qualified employees;

•

the effect of any business or industry restructuring;

•

development of new projects, markets and technologies;

•

performance of new ventures;

•

business dispositions or acquisitions and our ability to realize expected benefits from such business transactions;

•

collective labor bargaining negotiations; and

•

the outcome of litigation against PPL and its subsidiaries.

Any such forward-looking statements should be considered in light of these important factors and in conjunction with other documents we file with the SEC.

New factors that could cause actual results to differ materially from those described in forward-looking statements emerge from time to time, and it is not possible for us to predict all such factors, or the extent to which any such factor or combination of factors may cause actual results to differ from those contained in any forward-looking statement. Any forward-looking statement speaks only as of the date on which such statement is made and, except as required by applicable law, we undertake no obligation to update the information contained in the statement to reflect subsequent developments or information.

PPL CORPORATION

PPL Corporation, incorporated in 1994 and headquartered in Allentown, Pennsylvania, is a utility holding company. Through its regulated subsidiaries, PPL Corporation delivers electricity to customers in Pennsylvania, Kentucky, Virginia, Tennessee and the United Kingdom, and natural gas to customers in Kentucky and generates electricity from power plants in Kentucky.

PPL Corporation’s principal subsidiaries are shown below (* denotes a registrant hereunder):

LOGO

PPL Corporation conducts its operations through the following segments:

U.K. Regulated

The U.K. Regulated segment consists primarily of electricity distribution operations in the United Kingdom. Through its subsidiaries, as of December 31, 2017, PPL Global, LLC delivered electricity to approximately 7.9 million end-users in the United Kingdom. PPL Global, LLC is a wholly owned, indirect subsidiary of PPL Corporation.

Kentucky Regulated

The Kentucky Regulated segment consists of the operations of LKE, which owns and operates regulated public utilities engaged in the generation, transmission, distribution and sale of electricity and the distribution and sale of natural gas, representing primarily the activities of LG&E and KU. As of December 31, 2017, LG&E provided electric service to approximately 411,000 customers and provided natural gas service to approximately 326,000 customers in Kentucky, and KU delivered electricity to approximately 556,000 customers in Kentucky and Virginia. See “Louisville Gas and Electric Company” and “Kentucky Utilities Company,” respectively, for more information.

Pennsylvania Regulated

PPL Corporation’s Pennsylvania Regulated segment includes the regulated electricity delivery operations of PPL Electric. As of December 31, 2017, PPL Electric delivered electricity to approximately 1.4 million

customers in eastern and central Pennsylvania. See “PPL Electric Utilities Corporation” below for more information.

PPL Corporation’s subsidiaries, including PPL Electric, LKE, LG&E and KU, are separate legal entities and are not liable for the debts of PPL Corporation, and PPL Corporation is not liable for the debts of its subsidiaries (other than under the PPL Guarantees of PPL Capital Funding Debt Securities and PPL Subordinated Guarantees of PPL Capital Funding Subordinated Debt Securities). None of PPL Electric, LKE, LG&E or KU will guarantee or provide other credit or funding support for the Securities to be offered by PPL Corporation pursuant to this prospectus.

PPL CAPITAL FUNDING, INC.

PPL Capital Funding is a Delaware corporation and wholly owned subsidiary of PPL Corporation. PPL Capital Funding’s primary business is to provide PPL Corporation with financing for its operations. PPL Corporation will fully and unconditionally guarantee the payment of principal, premium and interest on the PPL Capital Funding Debt Securities pursuant to the PPL Guarantees and the PPL Capital Funding Subordinated Debt Securities pursuant to the PPL Subordinated Guarantees, as will be described in supplements to this prospectus.

PPL ELECTRIC UTILITIES CORPORATION

PPL Electric, headquartered in Allentown, Pennsylvania, is a wholly owned subsidiary of PPL Corporation, incorporated in Pennsylvania in 1920 and a regulated public utility that is an electricity transmission and distribution service provider in eastern and central Pennsylvania. As of December 31, 2017, PPL Electric delivered electricity to approximately 1.4 million customers in a 10,000 square mile territory in 29 counties of eastern and central Pennsylvania. PPL Electric also provides electricity supply to retail customers in this area as a provider of last resort under the Pennsylvania Electricity Generation Customer Choice and Competition Act.

PPL Electric is subject to regulation as a public utility by the Pennsylvania Public Utility Commission, and certain of its transmission activities are subject to the jurisdiction of the Federal Energy Regulatory Commission (“FERC”) under the Federal Power Act.

Neither PPL Corporation nor any of its subsidiaries or affiliates will guarantee or provide other credit or funding support for the Securities to be offered by PPL Electric pursuant to this prospectus.

LG&E AND KU ENERGY LLC

LKE, headquartered in Louisville, Kentucky, is a wholly owned subsidiary of PPL Corporation and a holding company that owns regulated utility operations through its subsidiaries, LG&E and KU, which constitute substantially all of LKE’s assets. LG&E and KU are regulated public utilities engaged in the generation, transmission, distribution and sale of electricity. LG&E also engages in the distribution and sale of natural gas. LG&E and KU maintain separate corporate identities and serve customers in Kentucky under their respective names. KU also serves customers in Virginia under the Old Dominion Power name and in Tennessee under the KU name. LKE, formed in 2003, is the successor to a Kentucky entity formed in 1989.

See “Louisville Gas and Electric Company” and “Kentucky Utilities Company” below for additional information about LG&E and KU.

Neither PPL Corporation nor any of its subsidiaries or affiliates will guarantee or provide other credit or funding support for the Securities to be offered by LKE pursuant to this prospectus.

LOUISVILLE GAS AND ELECTRIC COMPANY

LG&E, headquartered in Louisville, Kentucky, is a wholly owned subsidiary of LKE and a regulated utility engaged in the generation, transmission, distribution and sale of electricity and distribution and sale of natural gas in Kentucky.

As of December 31, 2017, LG&E provided electric service to approximately 411,000 customers in Louisville and adjacent areas in Kentucky, covering approximately 700 square miles in nine counties and provided natural gas service to approximately 326,000 customers in its electric service area and eight additional counties in Kentucky.

LG&E is subject to regulation as a public utility by the Kentucky Public Service Commission (“KPSC”), and certain of its transmission activities are subject to the jurisdiction of the FERC under the Federal Power Act. LG&E was incorporated in 1913.

Neither PPL Corporation nor any of its subsidiaries or affiliates will guarantee or provide other credit or funding support for the Securities to be offered by LG&E pursuant to this prospectus.

KENTUCKY UTILITIES COMPANY

KU, headquartered in Lexington, Kentucky, is a wholly owned subsidiary of LKE and a regulated utility engaged in the generation, transmission, distribution and sale of electricity in Kentucky, Virginia and Tennessee.

As of December 31, 2017, KU provided electric service to approximately 525,000 customers in 77 counties in central, southeastern and western Kentucky, approximately 28,000 customers in five counties in southwestern Virginia, and three customers in Tennessee, covering approximately 4,800 non-contiguous square miles. As of December 31, 2017, KU also sold wholesale electricity to 10 municipalities in Kentucky under load following contracts. In Virginia, KU operates under the name Old Dominion Power Company.

KU is subject to regulation as a public utility by the KPSC and the Virginia State Corporation Commission, and certain of its transmission and wholesale power activities are subject to the jurisdiction of the FERC under the Federal Power Act. KU was incorporated in Kentucky in 1912 and in Virginia in 1991.

Neither PPL Corporation nor any of its subsidiaries or affiliates will guarantee or provide other credit or funding support for the Securities to be offered by KU pursuant to this prospectus.

The offices of PPL Corporation, PPL Capital Funding and PPL Electric are located at Two North Ninth Street, Allentown, Pennsylvania 18101-1179 (Telephone number (610) 774-5151).

The offices of LKE and LG&E are located at 220 West Main Street, Louisville, Kentucky 40202 (Telephone number (502) 627-2000).

The offices of KU are located at One Quality Street, Lexington, Kentucky 40507 (Telephone number (502) 627-2000).

The information above concerning PPL Corporation, PPL Capital Funding, PPL Electric, LKE, LG&E and KU and, if applicable, their respective subsidiaries is only a summary and does not purport to be comprehensive. For additional information about these companies, including certain assumptions, risks and uncertainties involved in the forward-looking statements contained or incorporated by reference in this prospectus, you should refer to the information described in “Where You Can Find More Information.”

USE OF PROCEEDS

Except as otherwise described in a prospectus supplement, the net proceeds from the sale of the PPL Capital Funding Debt Securities and the PPL Capital Funding Subordinated Debt Securities will be loaned to PPL Corporation and/or its subsidiaries, and PPL Corporation and/or its subsidiaries are expected to use the proceeds of such loans, and the proceeds of the other Securities issued by PPL Corporation, for general corporate purposes, including repayment of debt. Except as otherwise described in a prospectus supplement, each of PPL Electric, LKE, LG&E and KU is expected to use the proceeds of the Securities it issues for general corporate purposes, including repayment of debt and for capital expenditures.

RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO

COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

PPL Corporation

The following table sets forth PPL Corporation’s ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preferred stock dividends for the periods indicated:


	Twelve Months Ended December 31,
	2017		2016		2015 (b)		2014 (b)		2013 (b)
Ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preferred stock dividends (a)		3.1		3.8		2.8		2.8		2.4

(a)

See PPL Corporation’s reports on file with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as described under “Where You Can Find More Information” for more information. PPL Corporation had no preferred securities outstanding during the periods indicated; therefore, the ratio of earnings to combined fixed charges and preferred stock dividends is the same as the ratio of earnings to fixed charges.

(b)	Reflects PPL Corporation’s former supply segment as discontinued operations. The supply segment substantially represented the operations of PPL Corporation’s former subsidiary PPL Energy Supply, LLC, which was spun off on June 1, 2015.

PPL Electric

The following table sets forth PPL Electric’s ratio of earnings to fixed charges for the periods indicated:


	Twelve Months Ended December 31,
	2017		2016		2015		2014		2013
Ratio of earnings to fixed charges (a)		4.8		4.9		4.0		4.2		3.7

(a)	See PPL Electric’s reports on file with the SEC pursuant to the Exchange Act as described under “Where You Can Find More Information” for more information.

LKE

The following table sets forth LKE’s ratio of earnings to fixed charges for the periods indicated.


	Twelve Months Ended December 31,
	2017		2016		2015		2014		2013
Ratio of earnings to fixed charges (a)		4.1		4.1		4.2		4.2		4.6

(a)	See LKE’s reports on file with the SEC pursuant to the Exchange Act as described under “Where You Can Find More Information” for more information.

LG&E

The following table sets forth LG&E’s ratio of earnings to fixed charges for the periods indicated.


	Twelve Months Ended December 31,
	2017		2016		2015		2014		2013
Ratio of earnings to fixed charges (a)		5.5		5.3		5.9		6.3		8.1

(a)	See LG&E’s reports on file with the SEC pursuant to the Exchange Act as described under “Where You Can Find More Information” for more information.

The following table sets forth KU’s ratio of earnings to fixed charges for the periods indicated.


	Twelve Months Ended December 31,
	2017		2016		2015		2014		2013
Ratio of earnings to fixed charges (a)		5.2		5.3		5.3		5.4		5.9

(a)	See KU’s reports on file with the SEC pursuant to the Exchange Act as described under “Where You Can Find More Information” for more information.

WHERE YOU CAN FIND MORE INFORMATION

Available Information

PPL Corporation, PPL Electric, LKE, LG&E and KU each file reports and other information with the SEC. You may obtain copies of this information by mail from the Public Reference Room of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549, at prescribed rates. Further information on the operation of the SEC’s Public Reference Room in Washington, D.C. can be obtained by calling the SEC at 1-800-SEC-0330.

PPL Corporation’s Internet Web site is www.pplweb.com. Under the “Investors” heading of that website, PPL Corporation provides access to all SEC filings of PPL Corporation, PPL Electric, LKE, LG&E and KU free of charge, as soon as reasonably practicable after filing with the SEC. The information at PPL Corporation’s Internet Web site is not incorporated in this prospectus by reference, and you should not consider it a part of this prospectus. Additionally, PPL Corporation’s, PPL Electric’s, LKE’s, LG&E’s and KU’s filings are available at the SEC’s Internet Web site (www.sec.gov).

In addition, reports, proxy statements and other information concerning PPL Corporation and PPL Electric, as applicable, can be inspected at their offices at Two North Ninth Street, Allentown, Pennsylvania 18101-1179; reports and other information concerning LKE and LG&E can be inspected at their offices at 220 West Main Street, Louisville, Kentucky 40202, and reports and other information concerning KU can be inspected at its office at One Quality Street, Lexington, Kentucky 40507.

Incorporation by Reference

Each of PPL Corporation, PPL Electric, LKE, LG&E and KU will “incorporate by reference” information into this prospectus by disclosing important information to you by referring you to another document that it files separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede that information. This prospectus incorporates by reference the documents set forth below that have been previously filed with the SEC. These documents contain important information about the registrants.

PPL Corporation


SEC Filings (File No. 1-11459)		Period/Date
Annual Report on Form 10-K		Year ended December 31, 2017
PPL Corporation’s 2017 Notice of Annual Meeting and Proxy Statement (portions thereof incorporated by reference into PPL Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016)		Filed on April 5, 2017

Current Reports on Form 8-K		Filed on January 8, 2018 (Item 5.02 only), January 16, 2018 (Item 2.03 only) and January 18, 2018 (Item 5.02 only)

PPL Corporation’s Registration Statement on Form 8-B		Filed on April 27, 1995

PPL Electric


SEC Filings (File No. 1-905)		Period/Date
Annual Report on Form 10-K		Year ended December 31, 2017

LKE


SEC Filings (File No. 333-173665)		Period/Date
Annual Report on Form 10-K		Year ended December 31, 2017
Current Report on Form 8-K		Filed on January 16, 2018 (Item 2.03 only)

LG&E


SEC Filings (File No. 1-2893)		Period/Date
Annual Report on Form 10-K		Year ended December 31, 2017
Current Report on Form 8-K		Filed on January 16, 2018 (Item 2.03 only)


SEC Filings (File No. 1-3464)		Period/Date
Annual Report on Form 10-K		Year ended December 31, 2017
Current Report on Form 8-K		Filed on January 16, 2018 (Item 2.03 only)

Additional documents that PPL Corporation, PPL Electric, LKE, LG&E and KU file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, between the date of this prospectus and the termination of the offering of the Securities are also incorporated herein by reference. In addition, any additional documents that PPL Corporation, PPL Electric, LKE, LG&E or KU file with the SEC pursuant to these sections of the Exchange Act after the date of the filing of the registration statement containing this prospectus, and prior to the effectiveness of the registration statement, are also incorporated herein by reference. Unless specifically stated to the contrary, none of the information that PPL Corporation, PPL Electric, LKE, LG&E or KU files or discloses under Items 2.02 or 7.01 of any Current Report on Form 8-K that have been furnished or may from time to time be furnished with the SEC is or will be incorporated by reference into, or otherwise included in, this prospectus.

Each of PPL Corporation, PPL Electric, LKE, LG&E and KU will provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus has been delivered, a copy of any and all of its filings with the SEC. You may request a copy of these filings by writing or telephoning the appropriate registrant at:

For PPL Corporation and PPL Electric:

Two North Ninth Street

Allentown, Pennsylvania 18101-1179

Attention: Treasurer

Telephone: 1-800-345-3085

For LKE and LG&E:

220 West Main Street

Louisville, Kentucky 40202

Attention: Treasurer

Telephone: 1-800-345-3085

For KU:

One Quality Street

Lexington, Kentucky 40507

Attention: Treasurer

Telephone: 1-800-345-3085

No separate financial statements of PPL Capital Funding are included herein or incorporated herein by reference. PPL Corporation and PPL Capital Funding do not consider those financial statements to be material to holders of the PPL Capital Funding Debt Securities or PPL Capital Funding Subordinated Debt Securities

because (1) PPL Capital Funding is a wholly owned subsidiary that was formed for the primary purpose of providing financing for PPL Corporation and its subsidiaries, (2) PPL Capital Funding does not currently engage in any independent operations and (3) PPL Capital Funding is a finance subsidiary and does not currently plan to engage, in the future, in more than minimal independent operations. See “PPL Capital Funding.” Accordingly, PPL Corporation and PPL Capital Funding do not expect PPL Capital Funding to file such reports.

EXPERTS

The consolidated financial statements of PPL Corporation, PPL Electric Utilities Corporation and LG&E and KU Energy LLC, and the financial statements of Louisville Gas and Electric Company and Kentucky Utilities Company, and the related financial statement schedules, as of and for the years ended December 31, 2017 and December 31, 2016 incorporated in this prospectus by reference from such companies’ Annual Reports on Form 10-K for the year ended December 31, 2017, and the effectiveness of PPL Corporation’s internal control over financial reporting as of December 31, 2017, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such financial statements and financial statement schedules have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of PPL Corporation, PPL Electric Utilities Corporation and LG&E and KU Energy LLC, and the financial statements of Louisville Gas and Electric Company and Kentucky Utilities Company for the year ended December 31, 2015 (including schedules) appearing in such companies’ Annual Reports (Form 10-K) for the year ended December 31, 2017 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such financial statements and financial statement schedules are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

VALIDITY OF THE SECURITIES AND THE PPL GUARANTEES

Pillsbury Winthrop Shaw Pittman LLP, New York, New York, Simpson Thacher & Bartlett LLP, New York, New York or Davis Polk & Wardwell LLP, New York, New York and Frederick C. Paine, Esq., Senior Counsel of PPL Services Corporation will pass upon the validity of the Securities, the PPL Guarantees and the PPL Subordinated Guarantees for PPL Corporation, PPL Capital Funding and PPL Electric. Pillsbury Winthrop Shaw Pittman LLP and John P. Fendig, Esq. of LG&E and KU Energy LLC will pass upon the validity of any LKE, LG&E and KU Securities for those issuers. Sullivan & Cromwell LLP, New York, New York will pass upon the validity of the Securities, the PPL Guarantees and the PPL Subordinated Guarantees for any underwriters or agents. Pillsbury Winthrop Shaw Pittman LLP, Simpson Thacher & Bartlett LLP, Sullivan & Cromwell LLP and Davis Polk & Wardwell LLP will rely on the opinion of Mr. Paine as to matters involving the law of the Commonwealth of Pennsylvania and on the opinion of Mr. Fendig as to matters involving the laws of the Commonwealths of Kentucky and Virginia.

PART II.

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following is a statement of the estimated expenses (other than underwriting compensation) to be incurred by PPL Corporation and subsidiaries in connection with a distribution of the securities registered under this registration statement.


Securities and Exchange Commission registration fee	$	*
Printing expenses		**
Trustee fees and expenses		**
Legal fees and expenses		**
Accounting fees and expenses		**
Blue Sky fees and expenses		**
Rating Agency fees		**
Miscellaneous		**

Total	$	**

*	To be deferred pursuant to Rule 456(b) and calculated in connection with the offering of securities under this registration statement pursuant to Rule 457(r).

**	Estimated expenses not presently known.

Item 15. Indemnification of Directors and Officers.

PPL Corporation

Chapter 17, Subchapter D of the Pennsylvania Business Corporation Law of 1988, as amended (the “PBCL”), contains provisions permitting indemnification of officers and directors of a business corporation incorporated in Pennsylvania. Sections 1741 and 1742 of the PBCL provide that a business corporation may indemnify directors and officers against liabilities and expenses he or she may incur in connection with any threatened, pending or completed civil, criminal, administrative or investigative proceeding initiated by a third party or any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a representative of the corporation or was serving at the request of the corporation as a representative of another enterprise, provided that the particular person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. In general, the power to indemnify under these sections does not exist in the case of actions against a director or officer by or in the right of the corporation if the person otherwise entitled to indemnification shall have been adjudged to be liable to the corporation, unless it is judicially determined that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnification for the expenses the court deems proper. Section 1743 of the PBCL provides that the corporation is required to indemnify directors and officers against expenses they may incur in defending these actions if they are successful on the merits or otherwise in the defense of such actions.

Section 1746 of the PBCL provides that indemnification under the other sections of Subchapter D is not exclusive of other rights that a person seeking indemnification may have under any by-law, agreement, vote of shareholders or disinterested directors or otherwise, whether or not the corporation would have the power to indemnify the person under any other provision of law. However, Section 1746 prohibits indemnification in circumstances where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

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Section 1747 of the PBCL permits a corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a representative of another enterprise, against any liability asserted against such person and incurred by him or her in that capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify the person against such liability under Subchapter D.

PPL Corporation’s Bylaws provide that it is obligated to indemnify directors and officers and other persons designated by the board of directors against reasonable expense and any liability paid or incurred by such person in connection with any actual or threatened claim, action, suit or proceeding, civil, criminal, administrative, investigative or other, whether brought by or in the right of the corporation or otherwise, in which he or she may be involved, as a party or otherwise, by reason of such person being or having been a director or officer of the corporation or by reason of the fact that such person is or was serving at the request of the corporation as a director, officer, employee, fiduciary or other representative of another corporation, partnership, joint venture, trust, employee benefit plan or other entity (such claim, action, suit or proceeding hereinafter being referred to as “action”). Such indemnification shall include the right to have expenses incurred by such person in connection with an action paid in advance by the corporation prior to final disposition of such action, subject to such conditions as may be prescribed by law. Furthermore, PPL Corporation, as well as its directors and officers, may be entitled to indemnification by any underwriters named in a prospectus supplement against certain civil liabilities under the Securities Act of 1933 under agreements entered into between PPL Corporation and such underwriters.

PPL Corporation presently has insurance policies which, among other things, include liability insurance coverage for officers and directors and officers and directors of PPL Corporation’s subsidiaries, including PPL Capital Funding, Inc., under which such officers and directors are covered against any “loss” by reason of payment of damages, judgments, settlements and costs, as well as charges and expenses incurred in the defense of actions, suits or proceedings. “Loss” is specifically defined to exclude fines and penalties, as well as matters deemed uninsurable under the law pursuant to which the insurance policy shall be construed. The policies also contain other specific exclusions, including illegally obtained personal profit or advantage, and dishonesty.

PPL Capital Funding, Inc.

Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) allows a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. The Certificate of Incorporation of PPL Capital Funding, Inc. provides for this limitation of liability.

Section 145 of the DGCL, or Section 145, provides, among other things, that a Delaware corporation may indemnify any person who was, is or is threatened to be made, party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. A Delaware corporation may indemnify any persons who were or are a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including

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attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests, provided further that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses (including attorneys’ fees) which such officer or director has actually and reasonably incurred.

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify such person under Section 145.

The By-Laws of PPL Capital Funding, Inc. provide that PPL Capital Funding, Inc. shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an “Indemnitee”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the corporation or, while a director or officer of the corporation, is or was serving at the written request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Indemnitee. Notwithstanding the preceding sentence, except with respect to certain proceedings for unpaid claims, PPL Capital Funding shall be required to indemnify an Indemnitee in connection with a proceeding (or part thereof) commenced by such Indemnitee only if the commencement of such proceeding (or part thereof) by the Indemnitee was authorized by the board of directors. The By-Laws also provide that PPL Capital Funding, Inc. shall pay the expenses (including attorneys’ fees) incurred by an Indemnitee in defending any proceeding in advance of its final disposition; provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Indemnitee to repay all amounts advanced if it should be ultimately determined that the Indemnitee is not entitled to be indemnified under the By-Laws or otherwise.

The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of the certificate of incorporation, the by-laws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 174 of the DGCL provides, among other things, that a director, who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held jointly and severally liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time may avoid liability by causing his or her dissent to such actions to be entered in the books containing the minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts. Furthermore, PPL Capital Funding, Inc., as well as its directors and officers, may be entitled to indemnification by any underwriters named in a prospectus supplement against certain civil liabilities under the Securities Act of 1933 under agreements entered into between PPL Capital Funding, Inc. and such underwriters.

PPL Capital Funding, Inc. presently has insurance policies which, among other things, include liability insurance coverage for officers and directors of PPL Capital Funding, Inc., under which such officers and directors are covered against any “loss” by reason of payment of damages, judgments, settlements and costs, as well as charges and expenses incurred in the defense of actions, suits or proceedings. “Loss” is specifically

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defined to exclude fines and penalties, as well as matters deemed uninsurable under the law pursuant to which the insurance policy shall be construed. The policies also contain other specific exclusions, including illegally obtained personal profit or advantage, and dishonesty.

PPL Electric Utilities Corporation

Chapter 17, Subchapter D of the PBCL, contains provisions permitting indemnification of officers and directors of a business corporation incorporated in Pennsylvania. Sections 1741 and 1742 of the PBCL provide that a business corporation may indemnify directors and officers against liabilities and expenses he or she may incur in connection with any threatened, pending or completed civil, criminal, administrative or investigative proceeding initiated by a third party or any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a representative of the corporation or was serving at the request of the corporation as a representative of another enterprise, provided that the particular person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. In general, the power to indemnify under these sections does not exist in the case of actions against a director or officer by or in the right of the corporation if the person otherwise entitled to indemnification shall have been adjudged to be liable to the corporation, unless it is judicially determined that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnification for the expenses the court deems proper. Section 1743 of the PBCL provides that the corporation is required to indemnify directors and officers against expenses they may incur in defending these actions if they are successful on the merits or otherwise in the defense of such actions.

PPL Electric Utilities Corporation’s Bylaws provide that it is obligated to indemnify directors and officers and other persons designated by the board of directors against reasonable expense and any liability paid or incurred by such person in connection with any actual or threatened claim, action, suit or proceeding, civil, criminal, administrative, investigative or other, whether brought by or in the right of the corporation or otherwise, in which he or she may be involved, as a party or otherwise, by reason of such person being or having been a director or officer of the corporation or by reason of the fact that such person is or was serving at the request of the corporation as a director, officer, employee, fiduciary or other representative of another corporation, partnership, joint venture, trust, employee benefit plan or other entity (such claim, action, suit or proceeding hereinafter being referred to as “action”). Such indemnification shall include the right to have expenses incurred by such person in connection with an action paid in advance by the corporation prior to final disposition of such action, subject to such conditions as may be prescribed by law. In addition, PPL Electric Utilities Corporation, as well as its directors and officers, may be entitled to indemnification by any underwriters named in a prospectus supplement against certain civil liabilities under the Securities Act of 1933 under agreements entered into between PPL Electric Utilities Corporation and such underwriters.

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PPL Electric Utilities Corporation presently has insurance policies which, among other things, include liability insurance coverage for officers and directors of PPL Electric Utilities Corporation, under which such officers and directors are covered against any “loss” by reason of payment of damages, judgments, settlements and costs, as well as charges and expenses incurred in the defense of actions, suits or proceedings. “Loss” is specifically defined to exclude fines and penalties, as well as matters deemed uninsurable under the law pursuant to which the insurance policy shall be construed. The policies also contain other specific exclusions, including illegally obtained personal profit or advantage, and dishonesty.

LG&E and KU Energy LLC

LG&E and KU Energy LLC is a limited liability company formed under the Kentucky Limited Liability Company Act, or the KLLCA. Its Amended and Restated Operating Agreement provides, in general, for mandatory indemnification of directors and officers by the registrant to the fullest extent permitted by law.

Section 275.180 of the KLLCA provides that a limited liability company may, through its written operating agreement, (1) eliminate or limit the personal liability of a member or manager for monetary damages for breach of any duty provided for in Section 275.170 (duties of care and loyalty of a member or manager) of the KLLCA; and (2) provide for indemnification of a member or manager for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager. In addition, LKE, as well as its directors and officers, may be entitled to indemnification by any underwriters named in a prospectus supplement against certain civil liabilities under the Securities Act of 1933 under agreements entered into between LKE and such underwriters.

LKE presently has insurance policies which, among other things, include liability insurance coverage for officers and directors of LKE, under which such officers and directors are covered against any “loss” by reason of payment of damages, judgments, settlements and costs, as well as charges and expenses incurred in the defense of actions, suits or proceedings. “Loss” is specifically defined to exclude fines and penalties, as well as matters deemed uninsurable under the law pursuant to which the insurance policy shall be construed. The policies also contain other specific exclusions, including illegally obtained personal profit or advantage, and dishonesty.

Louisville Gas and Electric Company

Louisville Gas and Electric Company is a corporation incorporated under the Kentucky Business Corporation Act, or the KBCA. LG&E’s Amended and Restated Articles of Incorporation and By-laws provide, in general, for mandatory indemnification of directors and officers by the registrant to the fullest extent permitted by law.

Sections 271B.8-500 to 271B.8-580 of the KBCA provide that a corporation may indemnify an individual made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, because he is or was a director of a corporation or an individual who, while a director, officer, employee or agent of a corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against liability incurred in the proceeding if he conducted himself in good faith and he reasonably believed (a) in the case of conduct in his official capacity with the corporation that his conduct was in its best interests and (b) in all other cases, that his conduct was at least not opposed to its best interests. In the case of any criminal proceeding, he must have had no reasonable cause to believe his conduct was unlawful. A corporation may not indemnify such individual (i) in connection with a proceeding by or in the right of the corporation in which such individual was adjudged liable to the corporation or (ii) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him. Indemnification permitted in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.

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Section 271B.8-520 of the KBCA provides that, unless a corporation’s articles of incorporation provide otherwise, a corporation shall indemnify an individual who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which such individual was a party because he is or was a director or officer of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against reasonable expenses incurred by him in connection with the proceeding.

Under Section 271B.2-020(2)(d) of the KBCA, a corporation’s articles of organization may limit the personal liability of a director to the corporation or its shareholders for monetary damages for breach of his duties as a director, provided that such provision shall not eliminate or limit the liability of a director (1) for any transaction in which the director’s personal financial interest is in conflict with the financial interests of the corporation or its shareholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law, (3) for any vote for or assent to an unlawful distribution to shareholders as prohibited under Section 271B.8-330 or (4) for any transaction from which the director derived an improper personal benefit.

In addition, LG&E, as well as its directors and officers, may be entitled to indemnification by any underwriters named in a prospectus supplement against certain civil liabilities under the Securities Act of 1933 under agreements entered into between LG&E and such underwriters.

LG&E presently has insurance policies which, among other things, include liability insurance coverage for officers and directors of LG&E, under which such officers and directors are covered against any “loss” by reason of payment of damages, judgments, settlements and costs, as well as charges and expenses incurred in the defense of actions, suits or proceedings. “Loss” is specifically defined to exclude fines and penalties, as well as matters deemed uninsurable under the law pursuant to which the insurance policy shall be construed. The policies also contain other specific exclusions, including illegally obtained personal profit or advantage, and dishonesty.

Kentucky Utilities Company

Kentucky Utilities Company is a corporation incorporated under the Kentucky Business Corporation Act, or the KBCA, and the Virginia Stock Corporation Act, or VSCA. KU’s Amended and Restated Articles of Incorporation and By-laws provide, in general, for mandatory indemnification of directors and officers by the registrant to the fullest extent permitted by law.

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the defense of any proceeding to which such individual was a party because he is or was a director or officer of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against reasonable expenses incurred by him in connection with the proceeding.

The Virginia Stock Corporation Act empowers a corporation to indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if: (1) he conducted himself in good faith; (2) he believed (i) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interests and (ii) in all other cases, that his conduct was at least not opposed to its best interests; and (3) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. A corporation may not indemnify a director (1) in connection with a proceeding by or in the right of the corporation except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard in the preceding sentence; or (2) in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him. Unless limited by its articles of incorporation, a corporation must indemnify a director who entirely prevails in the defense of any proceeding to which he was a party because he is or was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding. Under the VSCA, a corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of the final disposition of the proceeding if: (1) the director furnishes the corporation a written affirmation of his good faith belief that he has met the standard of conduct described in Section 13.1-697 of the VSCA; and (2) the director furnishes the corporation an undertaking, executed personally or on his behalf, to repay the advance if the director is not entitled to mandatory indemnification under Section 13.1-698 of the VSCA and it is ultimately determined that he did not meet the relevant standard of conduct. Unless a corporation’s articles of incorporation provide otherwise, the corporation may indemnify and advance expenses to an officer of the corporation to the same extent as to a director. A corporation may also purchase and maintain on behalf of a director or officer insurance against liabilities incurred in such capacities, whether or not the corporation would have the power to indemnify him against the same liability under the VSCA.

In addition, KU, as well as its directors and officers, may be entitled to indemnification by any underwriters named in a prospectus supplement against certain civil liabilities under the Securities Act of 1933 under agreements entered into between KU and such underwriters.

KU presently has insurance policies which, among other things, include liability insurance coverage for officers and directors of KU, under which such officers and directors are covered against any “loss” by reason of payment of damages, judgments, settlements and costs, as well as charges and expenses incurred in the defense of actions, suits or proceedings. “Loss” is specifically defined to exclude fines and penalties, as well as matters deemed uninsurable under the law pursuant to which the insurance policy shall be construed. The policies also contain other specific exclusions, including illegally obtained personal profit or advantage, and dishonesty.

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Item 16. Exhibits.

Reference is made to the Exhibit Index filed herewith at page II-16, such Exhibit Index being incorporated in this Item 16 by reference. Instruments with respect to long-term debt of the undersigned registrants and their consolidated subsidiaries other than those instruments listed in the Exhibit Index are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K, as the total amount authorized under each such omitted instrument does not exceed 10 percent of the total assets of the undersigned registrants and their subsidiaries on a consolidated basis. The undersigned registrants hereby agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon request.

Item 17. Undertakings.

(a) The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the registration statement;

provided, however, that (i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrants pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the

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Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be sellers to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of the undersigned registrants; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

(b) The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants’ annual reports pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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PPL CORPORATION

PPL CAPITAL FUNDING, INC.

PPL ELECTRIC UTILITIES CORPORATION

LG&E AND KU ENERGY LLC

LOUISVILLE GAS AND ELECTRIC COMPANY

KENTUCKY UTILITIES COMPANY

REGISTRATION STATEMENT ON FORM S-3

EXHIBIT INDEX


Exhibit No.	Description	Method of Filing

1.1	Form of Underwriting Agreement with respect to Securities	A form of underwriting agreement with respect to any securities will be filed as an Exhibit to a report on Form 8-K, as contemplated by Item 601(b)(1) of Regulation S-K under the Securities Act.

3.1	*Amended and Restated Articles of Incorporation of PPL Corporation	Exhibit 3(i) to PPL Corporation Form 8-K (File No. 1-11459) dated May 26, 2016.

3.2	*Amended and Restated Articles of Incorporation of PPL Electric Utilities Corporation	Exhibit 3(a) to PPL Electric Utilities Corporation Quarterly Report on Form 10-Q (File No. 1-905) for the quarter ended September 30, 2013.

3.3.1	*Certificate of Incorporation of PPL Capital Funding, Inc.	Exhibit 3.3 to PPL Corporation and PPL Capital Funding, Inc. Registration Statement on Form S-3 (File Nos. 333-38003 and 333-38003-01) dated October 16, 1997.

3.3.2	*Amended Certificate of Incorporation of PPL Capital Funding, Inc.	Exhibit 3.5 to PPL Corporation, PPL Capital Funding, Inc. and PPL Capital Funding Trust I Registration Statement on Form S-3 (File Nos. 333- 54504, 333-54504-1 and 333-54504-2) dated January 29, 2001.

3.4	*Articles of Organization of LG&E and KU Energy LLC	Exhibit 3(a) to LG&E and KU Energy LLC Registration Statement filed on Form S-4 (File No. 333-173665) dated April 21, 2011.

3.5.1	*Amended and Restated Operating Agreement of LG&E and KU Energy LLC	Exhibit 3(b) to LG&E and KU Energy LLC Registration Statement filed on Form S-4 (File No. 333-173665) dated April 21, 2011.

3.5.2	*Amendment to Amended and Restated Operating Agreement of LG&E and KU Energy LLC	Exhibit 3(h)-2 to PPL Corporation Annual Report on Form 10-K (File No. 1-11459) for the year ended December 31, 2013.

3.6.1	*Amended and Restated Articles of Incorporation of Louisville Gas and Electric Company	Exhibit 3(a) to Louisville Gas and Electric Company Registration Statement filed on Form S-4 (File No. 333-173676) dated April 22, 2011.

3.6.2	*Articles of Amendment to Articles of Incorporation of Louisville Gas and Electric Company	Exhibit 3(b) to Louisville Gas and Electric Company Registration Statement filed on Form S-4 (File No. 333-173676) dated April 22, 2011.

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Exhibit No.	Description	Method of Filing
3.7.1	*Amended and Restated Articles of Incorporation of Kentucky Utilities Company	Exhibit 3(a) to Kentucky Utilities Company Registration Statement filed on Form S-4 (File No. 333-173675) dated April 22, 2011.

3.7.2	*Articles of Amendment to Articles of Incorporation of Kentucky Utilities Company	Exhibit 3(b) to Kentucky Utilities Company Registration Statement filed on Form S-4 (File No. 333-173675) dated April 22, 2011.

3.8	*Bylaws of PPL Corporation	Exhibit 3(ii) to PPL Corporation Form 8-K (File No. 1-11459) dated December 21, 2015.

3.9	*Bylaws of PPL Electric Utilities Corporation	Exhibit 3(a) to PPL Electric Utilities Corporation Quarterly Report on Form 10-Q (File No. 1-905) for the quarter ended September 30, 2015.

3.10	*By-Laws of PPL Capital Funding, Inc.	Exhibit 3.4 to PPL Corporation and PPL Capital Funding, Inc. Registration Statement Nos. 333-38003 and 333-38003-01.

3.11	*Bylaws of Louisville Gas and Electric Company	Exhibit 3(c) to Louisville Gas and Electric Company Registration Statement filed on Form S-4 (File No. 333-173676) dated April 22, 2011.

3.12	*Bylaws of Kentucky Utilities Company	Exhibit 3(c) to Kentucky Utilities Company Registration Statement filed on Form S-4 (File No. 333-173675) dated April 22, 2011.

4.1	*Form of PPL Corporation Common Stock Certificate	Exhibit 4.1 to PPL Corporation Registration Statement filed on Form S-3 (File No. 333-158200) dated March 25, 2009.

4.2	[Reserved]

4.3	[Reserved]

4.4	*Indenture dated as of November 1, 1997 among PPL Corporation, PPL Capital Funding, Inc. and The Bank of New York Mellon (as successor trustee to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), as Trustee	Exhibit 4.1 to PPL Corporation Form 8-K (File No. 1-11459) dated November 12, 1997.

4.5	*Form of Supplemental Indenture establishing series of PPL Capital Funding, Inc. debt securities	Exhibit 4.5 to PPL Corporation and PPL Capital Funding, Inc. Registration Statement filed on Form S-3 (File Nos. 333-158200 and 333-158200-03) dated March 25, 2009.

4.6	*Form of Officer’s Certificate establishing the form and terms of PPL Capital Funding, Inc. debt securities.	Exhibit 4.6 to PPL Corporation and PPL Capital Funding, Inc. Registration Statement filed on Form S-3 (File Nos. 333-158200 and 333-158200-03) dated March 25, 2009.

4.7	*Form of PPL Corporation Purchase Contract Agreement	Exhibit 4.7 to PPL Corporation Registration Statement filed on Form S-3 (File No. 333-158200) dated March 25, 2009.

4.8	*Form of PPL Corporation Pledge Agreement	Exhibit 4.8 to PPL Corporation Registration Statement filed on Form S-3 (File No. 333-158200) dated March 25, 2009.

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Exhibit No.	Description	Method of Filing
4.9	*Form of PPL Corporation Remarketing Agreement	Exhibit 4.9 to PPL Corporation Registration Statement filed on Form S-3 (File No. 333-158200) dated March 25, 2009.

4.10	*Indenture, dated as of August 1, 2001, by PPL Electric Utilities Corporation and The Bank of New York Mellon (as successor trustee to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), as Trustee	Exhibit 4.1 to PPL Electric Utilities Corporation Form 8-K (File No. 1-905) dated August 21, 2001.

4.11	*Form of Supplemental Indenture to said Indenture establishing series of PPL Electric Utilities Corporation debt securities	Exhibit 4.14 to PPL Corporation Registration Statement filed on Form S-3 (File No. 333-180410) dated March 29, 2012.

4.12	*Form of Officer’s Certificate establishing the form and terms of PPL Electric Utilities Corporation debt securities	Exhibit 4.15 to PPL Electric Utilities Corporation Registration Statement filed on Form S-3 (File No. 333-158200-02) dated March 25, 2009.

4.13	*Subordinated Indenture, dated as of March 1, 2007, between PPL Capital Funding, Inc., PPL Corporation and The Bank of New York Mellon, as Trustee	Exhibit 4(a) to PPL Corporation Form 8-K (File No. 1-11459) dated March 20, 2007.

4.14	*Form of Supplemental Indenture to said Subordinated Indenture establishing series of PPL Capital Funding Inc. subordinated debt securities	Exhibit 4.17 to PPL Corporation and PPL Capital Funding, Inc. Registration Statement filed on Form S-3 (File Nos. 333-158200 and 333-158200-03) dated March 25, 2009.

4.15	*Form of Officers’ Certificate establishing the form and terms of PPL Capital Funding, Inc. subordinated debt securities	Exhibit 4.18 to PPL Corporation and PPL Capital Funding, Inc. Registration Statement filed on Form S-3 (File Nos. 333-158200 and 333-158200-03) dated March 25, 2009.

4.16	*Indenture, dated as of November 1, 2010, between LG&E and KU Energy LLC and The Bank of New York Mellon, as Trustee	Exhibit 4(s)-1 to PPL Corporation Annual Report on Form 10-K (File No. 1-11459) for the year ended December 31, 2010.

4.17	*Form of Supplemental Indenture establishing series of LG&E and KU Energy LLC debt securities	Exhibit 4.23 to PPL Corporation Registration Statement filed on Form S-3 (File No. 333-180410) dated March 29, 2012.

4.18	*Form of Officer’s Certificate establishing the form and terms of LG&E and KU Energy LLC debt securities	Exhibit 4.24 to PPL Corporation Registration Statement filed on Form S-3 (File No. 333-180410) dated March 29, 2012.

4.19	*Indenture, dated as of October 1, 2010, between Louisville Gas and Electric Company and The Bank of New York Mellon, as Trustee	Exhibit 4(r)-1 to PPL Corporation Annual Report on Form 10-K (File No. 1-11459) for the year ended December 31, 2010.

4.20	*Form of Supplemental Indenture establishing series of Louisville Gas and Electric Company debt securities	Exhibit 4.26 to PPL Corporation Registration Statement filed on Form S-3 (File No. 333-180410) dated March 29, 2012.

4.21	*Form of Officer’s Certificate establishing the form and terms of Louisville Gas and Electric Company debt securities	Exhibit 4.27 to PPL Corporation Registration Statement filed on Form S-3 (File No. 333-180410) dated March 29, 2012.

II-12


Exhibit No.	Description	Method of Filing
4.22	*Indenture, dated as of October 1, 2010, between Kentucky Utilities Company and The Bank of New York Mellon, as Trustee	Exhibit 4(q)-1 to PPL Corporation Annual Report on Form 10-K (File No. 1-11459) for the year ended December 31, 2010.

4.23	*Form of Supplemental Indenture establishing series of Kentucky Utilities Company debt securities	Exhibit 4.29 to PPL Corporation Registration Statement filed on Form S-3 (File No. 333-180410) dated March 29, 2012.

4.24	*Form of Officer’s Certificate establishing the form and terms of Kentucky Utilities Company debt securities	Exhibit 4.30 to PPL Corporation Registration Statement filed on Form S-3 (File No. 333-180410) dated March 29, 2012.

4.25	*Amendment No. 1 to PPL Employee Stock Ownership Plan, dated October 2, 2017	Exhibit 4(c) to PPL Corporation Quarterly Report on Form 10-Q (File No. 1-11459) for the quarter ended September 30, 2017.

4.26	*£3,000,000,000 Euro Medium Term Note Programme entered into by Western Power Distribution (East Midlands) plc, Western Power Distribution (South Wales) plc, Western Power Distribution (South West) plc and Western Power Distribution (West Midlands) plc, dated as of September 15, 2017	Exhibit 4(b) to PPL Corporation Quarterly Report on Form 10-Q (File No. 1-11459) for the quarter ended September 30, 2017.

4.27	*2017 Series A Trimble County Loan Agreement, dated as of June 1, 2017, by and between Louisville Gas and Electric Company and the County of Trimble, Kentucky	Exhibit 4(a) to Louisville Gas and Electric Company Form 8-K (File No. 1-2893) dated June 1, 2017.

4.28	*Subscription Agreement, dated November 14, 2017, by and among Western Power Distribution (South West) plc as Issuer, HSBC Bank plc, Mizuho International plc, The Royal Bank of Scotland plc (trading as NatWest Markets), Banco Santander, S.A., Barclays Bank PLC, Lloyds Bank plc, Merrill Lynch International, MUFG Securities EMEA plc and RBC Europe Limited	Exhibit 4.3 to PPL Corporation Current Report on Form 8-K (File No. 1-11459) dated November 14, 2017.

5.1	Opinion of Frederick C. Paine, Esq.	Filed herewith.

5.2	Opinion of John P. Fendig, Esq.	Filed herewith.

5.3	Opinion of Pillsbury Winthrop Shaw Pittman LLP	Filed herewith.

5.4	Opinion of Simpson Thacher & Bartlett LLP	Filed herewith.

12.1	*Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends for PPL Corporation	Exhibit 12(a) to PPL Corporation Annual Report on Form 10-K for the year ended December 31, 2017.

12.2	*Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends for PPL Electric Utilities Corporation	Exhibit 12(b) to PPL Electric Utilities Corporation Annual Report on Form 10-K for the year ended December 31, 2017.

12.3	*Computation of Ratio of Earnings to Fixed Charges for LG&E and KU Energy LLC	Exhibit 12(c) to LG&E and KU Energy LLC Annual Report on Form 10-K for the year ended December 31, 2017.

II-13


Exhibit No.	Description	Method of Filing
12.4	*Computation of Ratio of Earnings to Fixed Charges for Louisville Gas and Electric Company	Exhibit 12(d) to Louisville Gas and Electric Company Annual Report on Form 10-K for the year ended December 31, 2017.

12.5	*Computation of Ratio of Earnings to Fixed Charges for Kentucky Utilities Company	Exhibit 12(e) to Kentucky Utilities Company Annual Report on Form 10-K for the year ended December 31, 2017.

23.1	Consent of Frederick C. Paine, Esq.	Filed herewith as part of Exhibit 5.1.

23.2	Consent of John P. Fendig, Esq.	Filed herewith as part as Exhibit 5.2

23.3	Consent of Pillsbury Winthrop Shaw Pittman LLP	Filed herewith as part of Exhibit 5.3.

23.4	Consent of Simpson Thacher & Bartlett LLP	Filed herewith as part of Exhibit 5.4.

23.5	Consent of Deloitte & Touche LLP—PPL Corporation	Filed herewith.

23.6	Consent of Deloitte & Touche LLP—PPL Electric Utilities Corporation	Filed herewith.

23.7	Consent of Deloitte & Touche LLP—LG&E and KU Energy LLC	Filed herewith.

23.8	Consent of Deloitte & Touche LLP—Louisville Gas and Electric Company	Filed herewith.

23.9	Consent of Deloitte & Touche LLP—Kentucky Utilities Company	Filed herewith.

23.10	Consent of Ernst & Young LLP (PPL Corporation)	Filed herewith.

23.11	Consent of Ernst & Young LLP (PPL Electric Utilities Corporation)	Filed herewith.

23.12	Consent of Ernst & Young LLP (LG&E and KU Energy LLC)	Filed herewith.

23.13	Consent of Ernst & Young LLP (Louisville Gas and Electric Company)	Filed herewith.

23.14	Consent of Ernst & Young LLP (Kentucky Utilities Company)	Filed herewith.

24.1	Power of Attorney of Directors of PPL Corporation	Filed herewith.

25.1	Statement of Eligibility of The Bank of New York Mellon, as Trustee under the PPL Capital Funding, Inc. Indenture, dated as of November 1, 1997	Filed herewith.

25.2	Statement of Eligibility of The Bank of New York Mellon, as Trustee and Purchase Contract Agent under the form of PPL Corporation Purchase Contract Agreement	Filed herewith.

II-14


Exhibit No.	Description	Method of Filing
25.3	Statement of Eligibility of The Bank of New York Mellon, as Trustee under the PPL Electric Utilities Corporation Indenture, dated as of August 1, 2001	Filed herewith.

25.4	Statement of Eligibility of The Bank of New York Mellon, as Trustee under the PPL Capital Funding, Inc. Subordinated Indenture, dated as of March 1, 2007	Filed herewith.

25.5	Statement of Eligibility of The Bank of New York Mellon, as Trustee under the LG&E and KU Energy LLC Indenture, dated as of November 1, 2010	Filed herewith.

25.6	Statement of Eligibility of The Bank of New York Mellon, as Trustee under the Louisville Gas and Electric Company Indenture, dated as of October 1, 2010	Filed herewith.

25.7	Statement of Eligibility of The Bank of New York Mellon, as Trustee under the Kentucky Utilities Company Indenture, dated as of October 1, 2010	Filed herewith.

* Previously filed as indicated and incorporated herein by reference.

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, PPL Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Allentown, and Commonwealth of Pennsylvania, on the 22^nd day of February, 2018.


PPL Corporation (Registrant)

By:		/s/ WILLIAM H. SPENCE
William H. Spence
		Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on the 22^nd day of February, 2018.


Signature						Title

/s/ WILLIAM H. SPENCE William H. Spence, Chairman, President and Chief Executive Officer						Principal Executive Officer and Director

/s/ VINCENT SORGI Vincent Sorgi, Senior Vice President and Chief Financial Officer						Principal Financial Officer

/s/ STEPHEN K. BREININGER Stephen K. Breininger, Vice President and Controller						Principal Accounting Officer
RODNEY C. ADKINS, JOHN W. CONWAY, STEVEN G. ELLIOT, RAJA RAJAMANNAR, CRAIG A. ROGERSON, WILLIAM H. SPENCE, NATICA von ALTHANN, KEITH H. WILLIAMSON, PHOEBE A. WOOD, ARMANDO ZAGALO DE LIMA						Directors


By		/s/ FREDERICK C. PAINE
		Frederick C. Paine, As Attorney-in-Fact

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, PPL Capital Funding, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Allentown, and Commonwealth of Pennsylvania, on the 22^nd day of February, 2018.


PPL Capital Funding, Inc. (Registrant)

By:		/s/ VINCENT SORGI
		Vincent Sorgi President


Signature		Title

/s/ VINCENT SORGI		Principal Executive and Financial Officer and Director
Vincent Sorgi, President		Principal Executive and Financial Officer and Director

/s/ STEPHEN K. BREININGER Stephen K. Breininger, Vice President and Controller		Principal Accounting Officer

/s/ TADD J. HENNINGER Tadd J. Henninger		Director

/s/ ALEXANDER J. TOROK Alexander J. Torok		Director

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, PPL Electric Utilities Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Allentown, and Commonwealth of Pennsylvania, on the 22^nd day of February, 2018.


PPL Electric Utilities Corporation (Registrant)

By:		/s/ GREGORY N. DUDKIN
		Gregory N. Dudkin President


Signature		Title

/s/ GREGORY N. DUDKIN Gregory N. Dudkin, President		Principal Executive Officer and Director

/s/ MARLENE C. BEERS Marlene C. Beers, Controller		Principal Financial and Accounting Officer

/s/ JOANNE H. RAPHAEL Joanne H. Raphael		Director

/s/ VINCENT SORGI Vincent Sorgi		Director

/s/ WILLIAM H. SPENCE William H. Spence		Director

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, LG&E and KU Energy LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Louisville, and Commonwealth of Kentucky, on the 22^nd day of February, 2018.


LG&E and KU Energy LLC (Registrant)

By:		/s/ VICTOR A. STAFFIERI
		Victor A. Staffieri
		Chairman of the Board and Chief Executive Officer


Signature		Title

/S/ VICTOR A. STAFFIERI Victor A. Staffieri, Chairman of the Board and Chief Executive Officer		Principal Executive Officer and Director

/S/ KENT W. BLAKE Kent W. Blake, Chief Financial Officer		Principal Financial and Accounting Officer and Director

/S/ PAUL W. THOMPSON Paul W. Thompson		Director

/S/ VINCENT SORGI Vincent Sorgi		Director

/S/ WILLIAM H. SPENCE William H. Spence		Director

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Louisville Gas and Electric Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Louisville, and Commonwealth of Kentucky, on the 22^nd day of February, 2018.


Louisville Gas and Electric Company (Registrant)

By:		/s/ VICTOR A. STAFFIERI
		Victor A. Staffieri Chairman of the Board and Chief Executive Officer


Signature		Title

/s/ VICTOR A. STAFFIERI Victor A. Staffieri, Chairman of the Board and Chief Executive Officer		Principal Executive Officer and Director

/S/ KENT W. BLAKE Kent W. Blake, Chief Financial Officer		Principal Financial and Accounting Officer and Director

/S/ PAUL W. THOMPSON Paul W. Thompson		Director

/S/ VINCENT SORGI Vincent Sorgi		Director

/S/ WILLIAM H. SPENCE William H. Spence		Director

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Kentucky Utilities Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Louisville, and Commonwealth of Kentucky, on the 22^nd day of February, 2018.


Kentucky Utilities Company (Registrant)

By:		/s/ VICTOR A. STAFFIERI
		Victor A. Staffieri
		Chairman of the Board and Chief Executive Officer


Signature		Title

/s/ VICTOR A. STAFFIERI Victor A. Staffieri, Chairman of the Board and Chief Executive Officer		Principal Executive Officer and Director

/S/ KENT W. BLAKE Kent W. Blake, Chief Financial Officer		Principal Financial and Accounting Officer and Director

/S/ PAUL W. THOMPSON Paul W. Thompson		Director

/S/ VINCENT SORGI Vincent Sorgi		Director

/S/ WILLIAM H. SPENCE William H. Spence		Director

II-21

EX-5.1 2 d462695dex51.htm EX-5.1 EX-5.1

[PPL Letterhead]

EXHIBIT 5.1

Frederick C. Paine, Esq.

Senior Counsel

PPL Corporation

Two North Ninth Street

Allentown, PA 18101

February 22, 2018

PPL Corporation

PPL Capital Funding, Inc.

PPL Electric Utilities Corporation

Two North Ninth Street

Allentown, Pennsylvania 18101

Ladies and Gentlemen:

I am Senior Counsel of PPL Corporation, a Pennsylvania corporation (“PPL”), PPL Capital Funding, Inc., a Delaware corporation (“PPL Capital”), and PPL Electric Utilities Corporation, a Pennsylvania corporation (“PPL Electric” and, together with PPL and PPL Capital, the “Registrants”). I have acted as counsel to the Registrants in connection with the proposed issuance and sale from time to time of a presently indeterminate aggregate amount of securities (“Securities”), including

(i) shares of PPL’s Common Stock, par value $.01 per share (“PPL Common Stock”);

(ii) contracts to purchase shares of PPL Common Stock (“Stock Purchase Contracts”), and/or stock purchase units, each representing either (A) a Stock Purchase Contract, or (B) a Stock Purchase Contract and debt securities or preferred trust securities of third parties that are pledged to secure the stock purchase unit holders’ obligations to purchase PPL Common Stock under the Stock Purchase Contracts (“Stock Purchase Units”);

(iii) shares of PPL’s Preferred Stock, par value $.01 per share (“PPL Preferred Stock”), and/or PPL’s depositary shares (“PPL Depositary Shares”), to be issued under a deposit agreement (“PPL Deposit Agreement”) and representing a fractional interest in PPL Preferred Stock;

(iv) PPL Capital’s unsecured and unsubordinated debt securities (“PPL Capital Debt Securities”), together with PPL’s guarantees (the “Guarantees”) as to payment of principal thereof and interest and premium, if any, thereon, such PPL Capital Debt Securities and the Guarantees to be issued under the Indenture dated as of November 1, 1997 of PPL Capital and PPL to The Bank of New York Mellon, as trustee, as heretofore amended and supplemented and as may be further amended or supplemented by one or more supplements relating to such PPL Capital Debt Securities (the “PPL Capital Indenture”);

(v) PPL Capital’s unsecured and subordinated debt securities (“PPL Capital Subordinated Debt Securities”), together with PPL’s guarantees (the “Subordinated Guarantees”) as to payment of principal thereof and interest and premium, if any, thereon, such PPL Capital Subordinated Debt Securities and the Subordinated Guarantees to be issued under the Subordinated Indenture dated as of March 1, 2007 of PPL Capital and PPL to The Bank of New York Mellon, as trustee, as heretofore amended and supplemented and as may be further amended or supplemented by one of more supplements relating to the PPL Capital Subordinated Debt Securities (the “PPL Capital Subordinated Indenture”);

(vi) PPL Electric’s senior secured debt securities (“PPL Electric Secured Debt Securities”), to be issued under PPL Electric’s Indenture dated as of August 1, 2001 to The Bank of New York Mellon, as trustee, as heretofore amended and supplemented and as to be further amended and supplemented by one or more supplemental indentures relating to such PPL Electric Secured Debt Securities (the “PPL Electric Indenture”); and

(vii) certain other securities of the Registrants;

all as contemplated by the Registration Statement on Form S-3 (the “Registration Statement”) proposed to be filed by the Registrants with the Securities and Exchange Commission (“Commission”) on or about the date hereof for the registration of the Securities under the Securities Act of 1933, as amended (the “Act”), and for the qualification under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) of the PPL Capital Indenture, the PPL Electric Indenture and the PPL Capital Subordinated Indenture and, to the extent necessary, the purchase contract agreement to be entered into in connection with the issuance of Stock Purchase Contracts or Stock Purchase Units (the “Purchase Contract Agreement”).

For purposes of this opinion letter, I have assumed that, at the time of offer, issuance and sale of any Securities (i) the Registration Statement, as it may be amended, shall have become

effective under the Act and such effectiveness shall not have been terminated or withdrawn; (ii) one or more supplements to the prospectus which describe such Securities and specify certain pricing and issuance terms of such Securities shall have been filed with the Commission; (iii) at the time of the issuance and delivery of PPL Common Stock, PPL has sufficient authorized but unissued shares of Common Stock under the terms of its charter and that such authorized but unissued shares of Common Stock have not been reserved for issuance for other purposes; (iv) the Board of Directors of the Registrant or Registrants issuing such Securities, or a duly authorized committee thereof, and/or the proper officers of such Registrant or Registrants acting pursuant to properly delegated authority, shall have taken such action as may be necessary to authorize the issuance and sale of such Securities and, if applicable, to establish the relative rights and preferences of such Securities, or other terms of such Securities, in each case as set forth in or contemplated by the Registration Statement and any prospectus supplement relating to such Securities; (v) there shall not have occurred any change in law or any authorization affecting the legality or enforceability of such Securities; and (vi) each Registrant issuing such Securities shall remain duly incorporated and validly existing under the laws of the jurisdiction of incorporation or other organization in which it is incorporated or otherwise organized on the date hereof. I have also assumed that none of the terms of any Security to be established subsequent to the date hereof, nor the issuance and delivery of such Security, nor the compliance by the Registrant issuing such Security with the terms thereof will violate any applicable law or will result in a violation of any provision of any instrument or agreement then binding upon such Registrant, or any restriction imposed by any court or governmental body having jurisdiction over such Registrant.

I have examined such records, certificates and other documents and have reviewed such questions of law as I have considered necessary or appropriate for purposes of the opinions expressed below.

On the basis of the foregoing assumptions and such examination and review, and subject to the limitations and qualifications stated herein, I advise you that I am of the opinion that:

PPL

1. PPL is validly existing as a corporation in good standing under the laws of the Commonwealth of Pennsylvania.

2. The PPL Common Stock and the PPL Preferred Stock will be validly issued, fully paid and non-assessable when:

a. in the case of the PPL Preferred Stock, a statement with respect to the shares establishing the Preferred Stock shall have been filed with the Department of State of the Commonwealth of Pennsylvania in the form and manner required by law; and

b. in the case of the PPL Common Stock and the PPL Preferred Stock, such Securities shall have been issued, sold and delivered for the consideration contemplated by, and otherwise in conformity with, the acts, proceedings and documents referred to above.

PPL Electric

1. PPL Electric is validly existing as a corporation in good standing under the laws of the Commonwealth of Pennsylvania.

The foregoing opinions as to the legal and binding nature of the Registrants’ obligations are subject to laws relating to or affecting generally the enforcement of creditors’ and mortgagees’ rights, including without limitation, bankruptcy, insolvency or reorganization laws and general principles of equity and by requirements of reasonableness, good faith and fair dealing.

The foregoing opinions do not pass upon compliance with “blue sky” laws or similar laws relating to the sale or distribution of the Securities by any underwriters or agents.

You have informed me that you intend to issue Securities from time to time on a delayed or continuous basis, and this opinion is limited to the laws referred to above as in effect on the date hereof. I understand that prior to issuing any Securities pursuant to the Registration Statement (i) you will advise me in writing of the terms thereof and (ii) you will afford me an opportunity to (x) review the operative documents pursuant to which such Securities are to be issued or sold (including the applicable offering documents) and (y) file such supplement or amendment to this opinion (if any) as I may reasonably consider necessary or appropriate.

I hereby authorize and consent to the use of this opinion as Exhibit 5.1 to the Registration Statement, and authorize and consent to the references to me under the caption “Validity of the Securities and the PPL Guarantees” in the Registration Statement and in the prospectus constituting a part thereof. In giving the foregoing consent, I do not hereby admit that I come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

The opinions expressed herein are limited to the laws of the Commonwealth of Pennsylvania.

Very truly yours,

/s/ Frederick C. Paine

Frederick C. Paine

EX-5.2 3 d462695dex52.htm EX-5.2 EX-5.2

EXHIBIT 5.2

[LETTERHEAD OF LG&E AND KU ENERGY LLC]

February 22, 2018

LG&E and KU Energy LLC

Louisville Gas and Electric Company

220 West Main Street

Louisville, Kentucky 40202-1377

Kentucky Utilities Company

One Quality Street

Lexington, Kentucky 40507-1462

Ladies and Gentlemen:

I am Senior Corporate Attorney for LG&E and KU Energy LLC, a Kentucky limited liability company (“LKE”), Louisville Gas and Electric Company, a Kentucky corporation (“LG&E”) and Kentucky Utilities Company, a Kentucky and Virginia corporation (“KU” and, together with LKE and LG&E, the “Registrants”). I have acted as counsel to the Registrants in connection with the proposed issuance and sale from time to time of a presently indeterminate aggregate amount of securities (“Securities”), including

(i)

LKE’s unsecured and unsubordinated debt securities to be issued under LKE’s Indenture dated as of November 1, 2010 to The Bank of New York Mellon, as trustee, as heretofore amended and supplemented and as may be further amended or supplemented by one or more supplements relating to such debt securities (the “LKE Indenture”);

(ii)

LG&E’s secured debt securities, to be issued under LG&E’s Indenture dated as of October 1, 2010 to The Bank of New York Mellon, as trustee, as heretofore amended and supplemented and as to be further amended and supplemented by one or more supplemental indentures relating to such debt securities (the “LG&E Indenture”); and

(iii)

KU’s secured debt securities, to be issued under KU’s Indenture dated as of October 1, 2010 to The Bank of New York Mellon, as trustee, as heretofore amended and supplemented and as to be further amended and supplemented by one or more supplemental indentures relating to such debt securities (the “KU Indenture”),

all as contemplated by the Registration Statement on Form S-3 (the “Registration Statement”) proposed to be filed by the Registrants with the Securities and Exchange Commission (“Commission”) on or about the date hereof for the registration of the Securities under the Securities Act of 1933, as amended (the “Act”), and for the qualification under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) of the LKE Indenture, the LG&E Indenture and the KU Indenture.

I have examined such corporate records, certificates and other documents and have reviewed such questions of law as I have considered necessary or appropriate for purposes of the opinions expressed below.

On the basis of such examination and review, and subject to the limitations and qualifications stated herein, I advise you that I am of the opinion that:

LKE is duly organized and validly existing as a limited liability company in good standing under the laws of the Commonwealth of Kentucky.

LG&E is duly organized and validly existing as a corporation in good standing under the laws of the Commonwealth of Kentucky.

KU is duly organized and validly existing as a corporation in good standing under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia.

You have informed me that you intend to issue Securities from time to time on a delayed or continuous basis, and this opinion is limited to the laws referred to below as in effect on the date hereof. I understand that prior to issuing any Securities pursuant to the Registration Statement (i) you will advise me in writing of the terms thereof and (ii) you will afford me an opportunity to (x) review the operative documents pursuant to which such Securities are to be issued or sold (including the applicable offering documents) and (y) file such supplement or amendment to this opinion (if any) as I may reasonably consider necessary or appropriate.

I hereby authorize and consent to the use of this opinion as Exhibit 5.2 to the Registration Statement, and authorize and consent to the references to me under the caption “Validity of the Securities and the PPL Guarantees” in the Registration Statement and in the prospectus constituting a part thereof. In giving the foregoing consent, I do not hereby admit that I come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

The opinions expressed herein are limited to the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia.

Very truly yours,

/s/ John P. Fendig

John P. Fendig

EX-5.3 4 d462695dex53.htm EX-5.3 EX-5.3

Exhibit 5.3

Pillsbury Winthrop Shaw Pittman LLP

1540 Broadway | New York, NY 10036-4039 | tel 212.858.1000 | fax 212.858.1500

February 22, 2018

PPL Corporation

PPL Capital Funding, Inc.

PPL Electric Utilities Corporation

Two North Ninth Street

Allentown, Pennsylvania 18101-1179

LG&E and KU Energy LLC

Louisville Gas and Electric Company

220 West Main Street

Louisville, Kentucky 40202-1377

Kentucky Utilities Company

One Quality Street

Lexington, Kentucky 40507-1462

Ladies and Gentlemen:

We are acting as special counsel for each of PPL Corporation, a Pennsylvania corporation (“PPL”), PPL Capital Funding, Inc., a Delaware corporation (“PPL Capital”), PPL Electric Utilities Corporation, a Pennsylvania corporation (“PPL Electric”), LG&E and KU Energy LLC, a Kentucky limited liability company (“LKE”), Louisville Gas and Electric Company, a Kentucky corporation (“LG&E”), and Kentucky Utilities Company, a Kentucky and Virginia corporation (“KU” and, together with PPL, PPL Capital, PPL Electric, LKE and LG&E, the “Registrants”), in connection with the proposed issuance and sale from time to time of a presently indeterminate principal amount of securities (“Securities”), including

(i)

PPL Capital’s unsecured and unsubordinated debt securities (“PPL Capital Debt Securities”), together with PPL’s guarantees (the “Guarantees”) as to payment of principal thereof and interest and premium, if any, thereon, such PPL Capital Debt Securities and the Guarantees to be issued under the Indenture dated as of November 1, 1997 of PPL Capital and PPL to The Bank of New York Mellon, as trustee, as heretofore amended and supplemented and as may be further amended or supplemented by one or more supplements relating to such PPL Capital Debt Securities and Guarantees (the “PPL Capital Indenture”);

February 22, 2018

Page 2 of 7

(ii)

PPL Capital’s unsecured and subordinated debt securities (“PPL Capital Subordinated Debt Securities”), together with PPL’s guarantees (the “Subordinated Guarantees”) as to payment of principal thereof and interest and premium, if any, thereon, such PPL Capital Subordinated Debt Securities and the Subordinated Guarantees to be issued under the Subordinated Indenture dated as of March 1, 2007 of PPL Capital and PPL to The Bank of New York Mellon, as trustee, as heretofore amended and supplemented and as may be amended or supplemented by one or more supplements relating to such PPL Capital Subordinated Debt Securities (the “PPL Capital Subordinated Indenture”);

(iii)

PPL Electric’s secured debt securities (“PPL Electric Debt Securities”), to be issued under PPL Electric’s Indenture dated as of August 1, 2001 to The Bank of New York Mellon, as trustee, as heretofore amended and supplemented and as to be further amended and supplemented by one or more supplemental indentures relating to such PPL Electric Debt Securities (the “PPL Electric Indenture”);

(iv)

LKE’s unsecured and unsubordinated debt securities (“LKE Debt Securities”) to be issued under LKE’s Indenture dated as of November 1, 2010 to The Bank of New York Mellon, as trustee, as heretofore amended and supplemented and as may be further amended or supplemented by one or more supplements relating to such LKE Debt Securities (the “LKE Indenture”);

(v)

LG&E’s secured debt securities (“LG&E Debt Securities”), to be issued under LG&E’s Indenture dated as of October 1, 2010 to The Bank of New York Mellon, as trustee, as heretofore amended and supplemented and as to be further amended and supplemented by one or more supplemental indentures relating to such LG&E Debt Securities (the “LG&E Indenture”); and

(vi)

KU’s secured debt securities (“KU Debt Securities”), to be issued under KU’s Indenture dated as of October 1, 2010 to The Bank of New York Mellon, as trustee, as heretofore amended and supplemented and as to be further amended and supplemented by one or more supplemental indentures relating to such KU Debt Securities (the “KU Indenture”);

February 22, 2018

Page 3 of 7

qualification under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) of the PPL Capital Indenture, the PPL Capital Subordinated Indenture, the PPL Electric Indenture, the LKE Indenture, the LG&E Indenture and the KU Indenture.

We have reviewed the Registration Statement and such other agreements, documents, records, certificates and other materials, and have reviewed and are familiar with such corporate proceedings and satisfied ourselves as to such other matters, as we have considered relevant or necessary as a basis for this opinion. In such review, we have assumed the accuracy and completeness of all agreements, documents, records, certificates and other materials submitted to us, the conformity with the originals of all such materials submitted to us as copies (whether or not certified and including facsimiles), the authenticity of the originals of such materials and all materials submitted to us as originals, the genuineness of all signatures and the legal capacity of all natural persons.

For purposes of this opinion letter, we have assumed that, at the time of issuance and sale of any Securities (i) the Registration Statement, as it may be amended, shall have become effective under the Act and such effectiveness shall not have been terminated or withdrawn; (ii) one or more supplements to the prospectus which describe such Securities and specify certain pricing and issuance terms of such Securities shall have been filed with the Commission pursuant to Rule 424(b) under the Act; (iii) the indenture pursuant to which such debt Securities are to be issued shall have been qualified under the Trust Indenture Act and shall constitute the valid and legally binding obligation of the trustee thereunder; (iv) the Registrant issuing such Securities (a) is duly organized, validly existing and in good standing under the law of its jurisdiction of organization, and (b) has the power to execute and deliver, and perform its obligations under, the Securities and the indenture pursuant to which such Securities are issued; (v) the board of directors or managers of the Registrant or Registrants issuing such Securities, or a duly authorized committee thereof, and/or the proper officers of such Registrant or Registrants acting pursuant to properly delegated authority (any of the foregoing, a “Board”), shall have taken such action as may be necessary to authorize the indentures, the issuance and sale of such Securities and, if applicable, to establish the relative rights and preferences of such Securities, or other terms of such Securities, in each case as set forth in or contemplated by the Registration Statement and any prospectus supplement relating to such Securities, and shall not have rescinded any such action; (vi) there shall not have occurred any change in law or any authorization affecting the legality or enforceability of such Securities; and (vii) each Registrant issuing such Securities shall remain duly organized and validly existing under the laws of the jurisdiction or jurisdictions of incorporation or other organization in which it is incorporated or otherwise organized on the date hereof. We have also assumed that neither the establishment of any terms of any Security to be established subsequent to the date hereof, nor the issuance and delivery of such Security, nor the compliance by the Registrant issuing such Security with the terms

February 22, 2018

Page 4 of 7

thereof will (a) violate any law (other than the Applicable Law (as defined below)) or (b) require any authorization, consent, order, approval or license (or the like) of, or any exemption (or the like) from, or any registration or filing with, or any report or notice to, any executive, legislative, judicial, administrative or regulatory body (a “Governmental Approval”) except for any Utility Commission Approvals (as defined below) as shall have been obtained and be in full force and effect and sufficient to authorize such Securities, or (c) violate or conflict with, result in a breach of, or constitute a default under, (i) the articles or certificate of incorporation or formation, as applicable, or by-laws or limited liability company operating agreement, as applicable, of the issuer or any other agreement or instrument to which the issuer or any of its affiliates is a party or by which the issuer or any of its affiliates or any of their respective properties may be bound, (ii) any Governmental Approval (including any Utility Commission Approval) that may be applicable to the Company or any of its affiliates or any of their respective properties or (iii) any order, decision, judgment or decree that may be applicable to the issuer or any of its affiliates or any of their respective properties.

We note that prior to the issuance of PPL Electric Debt Securities, LG&E Debt Securities and KU Debt Securities, approvals of the Pennsylvania Public Utility Commission (in the case of PPL Electric), the Kentucky Public Service Commission (in the case of LG&E and KU) and the Virginia State Corporation Commission and the Tennessee Public Utility Commission (in the case of KU), and/or the Federal Energy Regulatory Commission (in the case of PPL Electric, LG&E and KU) may be required to authorize such issuance (any of the foregoing commissions, the “Utility Commissions,” and any of the foregoing such approvals, “Utility Commission Approvals”).

On the basis of the assumptions and subject to the qualifications and limitations set forth herein, we are of the opinion that

With respect to any PPL Capital Debt Securities and Guarantees, when (a) the PPL Capital and PPL Boards have taken all necessary corporate action to approve the issuance and establish the terms of a series of PPL Capital Debt Securities and related Guarantees, the terms of the offering and related matters and (b) such Securities and Guarantees have been duly established, executed and authenticated in accordance with the PPL Capital Indenture and issued and sold by PPL Capital and PPL in the manner contemplated by the Registration Statement and in accordance with the authorizations of the PPL Capital and PPL Boards, such Securities and Guarantees will constitute the valid and legally binding obligations of PPL Capital and PPL, respectively.

2.	With respect to any PPL Capital Subordinated Debt Securities and Subordinated Guarantees, when (a) the PPL Capital and PPL Boards have taken all necessary corporate action to approve the issuance and establish the terms of a series of PPL

February 22, 2018

Page 5 of 7

Capital Subordinated Debt Securities and related Subordinated Guarantees, the terms of the offering and related matters and (b) such Securities and Subordinated Guarantees have been duly established, executed and authenticated in accordance with the PPL Capital Subordinated Indenture and issued and sold by PPL Capital and PPL in the manner contemplated by the Registration Statement and in accordance with the authorizations of the PPL Capital and PPL Boards, such PPL Capital Subordinated Debt Securities and Subordinated Guarantees will constitute the valid and legally binding obligations of PPL Capital and PPL, respectively.

With respect to any PPL Electric Debt Securities, when (a) the PPL Electric Board has taken all necessary corporate action to approve the issuance and establish the terms of a series of PPL Electric Debt Securities, the terms of the offering and related matters, (b) the applicable Utility Commissions have duly authorized the issuance by PPL Electric of such Securities and (c) such Securities have been duly established, executed and authenticated in accordance with the PPL Electric Indenture and issued and sold by PPL Electric in the manner contemplated by the Registration Statement and in accordance with the authorizations of the PPL Electric Board and such Utility Commissions, such PPL Electric Debt Securities will constitute the valid and legally binding obligations of PPL Electric.

With respect to any LKE Debt Securities, when (a) the LKE Board has taken all necessary corporate action to approve the issuance and establish the terms of a series of LKE Debt Securities, the terms of the offering and related matters and (b) such Securities have been duly established, executed and authenticated in accordance with the LKE Indenture and issued and sold by LKE in the manner contemplated by the Registration Statement and in accordance with the authorizations of the LKE Board, such Securities will constitute the valid and legally binding obligations of LKE.

With respect to any LG&E Debt Securities, when (a) the LG&E Board has taken all necessary corporate action to approve the issuance and establish the terms of a series of LG&E Debt Securities, the terms of the offering and related matters, (b) the applicable Utility Commissions have duly authorized the issuance by LG&E of such Securities and (c) such Securities have been duly established, executed and authenticated in accordance with the LG&E Indenture and issued and sold by LG&E in the manner contemplated by the Registration Statement and in accordance with the authorizations of the LG&E Board and such Utility Commissions, such Securities will constitute the valid and legally binding obligations of LG&E.

February 22, 2018

Page 6 of 7

With respect to any KU Debt Securities, when (a) the KU Board has taken all necessary corporate action to approve the issuance and establish the terms of a series of KU Debt Securities, the terms of the offering and related matters, (b) the applicable Utility Commissions have duly authorized the issuance by KU of such Securities and (c) such Securities have been duly established, executed and authenticated in accordance with the KU Indenture and issued and sold by KU in the manner contemplated by the Registration Statement and in accordance with the authorizations of the KU Board and such Utility Commissions, such Securities will constitute the valid and legally binding obligations of KU.

Our opinions are subject to and limited by the effect of (a) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and transfer, receivership, conservatorship, arrangement, moratorium and other similar laws affecting or relating to creditors’ and mortgagees’ rights generally, (b) general equitable principles (whether considered in a proceeding in equity or at law) and (c) requirements of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any proceeding therefor may be brought. Further, we express no opinion with respect to the lien of the PPL Electric Indenture, LG&E Indenture or KU Indenture.

In addition, we express no opinion herein as to any matters of compliance with “blue sky” laws or similar laws relating to the sale or distribution of the Securities by any underwriters or agents.

This opinion is limited to the laws of the State of New York and, with respect to the validity of the PPL Capital Debt Securities and PPL Capital Subordinated Debt Securities, the Delaware General Corporation Law, in each case as in effect on the date hereof (such laws, the “Applicable Law”).

You have informed us that you intend to issue Securities from time to time on a delayed or continuous basis, and this opinion is limited to the laws referred to above as in effect on the date hereof. We understand that prior to issuing any Securities pursuant to the Registration Statement (i) you will advise us in writing of the terms thereof and (ii) you will afford us an opportunity to (x) review the operative documents pursuant to which such Securities are to be issued or sold (including the applicable offering documents) and (y) file such supplement or amendment to this opinion (if any) as we may reasonably consider necessary or appropriate.

We hereby consent to the filing of this opinion letter as Exhibit 5.3 to the Registration Statement, and consent to the reference to our firm under the caption “Validity of the Securities and the PPL Guarantees” in the Registration Statement and in the prospectus constituting a part thereof. In giving this consent, we do not hereby admit that we come

February 22, 2018

Page 7 of 7

within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Pillsbury Winthrop Shaw Pittman LLP

EX-5.4 5 d462695dex54.htm EX-5.4 EX-5.4

Exhibit 5.4

Simpson Thacher & Bartlett LLP

425 LEXINGTON AVENUE

NEW YORK, NY 10017-3954

TELEPHONE: +1-212-455-2000

FACSIMILE: +1-212-455-2502

Direct Dial Number

E-mail Address

February 22, 2018

PPL Corporation

Two North Ninth Street

Allentown, Pennsylvania 18101

Ladies and Gentlemen:

We have acted as counsel to PPL Corporation, a Pennsylvania corporation (the “Company”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to (i) shares of common stock of the Company, par value $.01 per share (the “PPL Common Stock”); (ii) shares of preferred stock of the Company, par value $.01 per share (the “PPL Preferred Stock”); (iii) contracts for the purchase and sale of PPL Common Stock and PPL Preferred Stock (the “PPL Purchase Contracts”); (iv) depositary shares evidenced by depositary receipts representing a fraction or a multiple of a share of PPL Preferred Stock (the “PPL Depositary Shares”) and (v) units of the Company, consisting of two or more of the securities described under clauses (i) through (iv) in any combination (the “PPL Units”). The PPL Common Stock, the PPL Preferred Stock, the PPL Purchase Contracts, the PPL Depositary Shares, the PPL Units are hereinafter referred to collectively as the “Securities.” The Securities may be issued and sold or delivered from time to time in an indeterminate amount as set forth in the Registration Statement, any amendment thereto, the prospectus contained therein (the “Prospectus”) and supplements to the Prospectus pursuant to Rule 415 under the Securities Act.

The PPL Purchase Contracts will be issued pursuant to a purchase contract agreement (the “PPL Purchase Contract Agreement”) between the Company and a purchase contract agent as shall be named therein (the “PPL Purchase Contract Agent”).

The PPL Depositary Shares will be issued pursuant to a deposit agreement (the “PPL Deposit Agreement”) between the Company and a depositary as shall be named therein (the “PPL Depositary”).

The PPL Units will be issued pursuant to a unit agreement (the “PPL Unit Agreement”) between the Company and a unit agent as shall be named therein (the “PPL Unit Agent”).

The PPL Purchase Contract, the PPL Deposit Agreement and the PPL Unit Agreement are referred to herein collectively as the “Agreements”.

We have examined the Registration Statement along with a form of the share certificate for the PPL Common Stock, a form of the PPL Purchase Contract Agreement and a form of the PPL Deposit Agreement, which have been filed with the Commission as exhibits to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.

In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents.

We have further assumed that: (1) at the time of execution, issuance and delivery of the PPL Purchase Contracts, the PPL Purchase Contract Agreement will be the valid and legally binding obligation of the PPL Purchase Contract Agent; (2) at the time of execution, issuance and delivery of the PPL Depositary Shares, the PPL Deposit Agreement will be the valid and legally binding obligation of the PPL Depositary; and (3) at the time of execution, issuance and delivery of the PPL Units, the PPL Unit Agreement will be the valid and legally binding obligation of the PPL Unit Agent.

We also have assumed that at the time of execution, issuance and delivery of the Purchase Contracts, the depositary receipts evidencing the PPL Depositary Shares or the PPL Units, as the case may be, (1) the Company will be validly existing and in good standing under the law of the Commonwealth of Pennsylvania and will have duly authorized, issued, executed and delivered, as applicable, the relevant Securities and Agreements referred to in the applicable opinion below in accordance with its charter and bylaws and the law of the Commonwealth of Pennsylvania and (2) the authorization, issuance, execution, delivery and performance, as applicable, of the relevant Securities and Agreements referred to in the applicable opinion below will not (a) violate the Company’s charter or bylaws, the law of the Commonwealth of Pennsylvania or any other applicable laws (excepting the law of the State of New York and the federal laws of the United States) or (b) constitute a breach or violation of any agreement or instrument which is binding upon the Company. We also have assumed that at the time of the issuance and delivery of shares of PPL Common Stock or PPL Preferred Stock underlying any PPL Purchase Contracts, PPL Depositary Shares or PPL Units, such shares will have been duly authorized and validly issued in accordance with the terms of the Company’s charter and bylaws and the laws of the Commonwealth of Pennsylvania and will be fully paid and non-assessable.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

1. With respect to the PPL Purchase Contracts, upon payment of the consideration for such PPL Purchase Contracts provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Board of Directors of the Company and otherwise in accordance with the provisions of the applicable PPL Purchase Contract Agreement and such agreement and upon compliance with applicable regulatory requirements, the PPL Purchase Contracts will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

2. With respect to the PPL Depositary Shares, upon payment of the consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Board of Directors of the Company and otherwise in accordance with the provisions of the applicable PPL Deposit Agreement and such agreement and upon compliance with applicable regulatory requirements, the depositary receipts evidencing the PPL Depositary Shares will be validly issued and will entitle the holders thereof to the rights specified in the PPL Depositary Shares and the PPL Deposit Agreement.

3. With respect to the PPL Units, upon the payment of the consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Board of Directors of the Company and in accordance with the provisions of the applicable PPL Purchase Contract Agreement, in the case of such PPL Purchase Contracts, and in accordance with the provisions of the applicable PPL Unit Agreement and upon compliance with applicable regulatory requirements, such PPL Units will be validly issued, fully paid and nonassessable and will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms.

Our opinions set forth above are subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

We do not express any opinion herein concerning any law other than the law of the State of New York.

We hereby consent to the filing of this opinion letter as Exhibit 5.4 to the Registration Statement and to the use of our name under the caption “Validity of the Securities and the PPL Guarantees” in the Prospectus included in the Registration Statement.

Very truly yours,

/s/ Simpson Thacher & Bartlett LLP

SIMPSON THACHER & BARTLETT LLP

EX-23.5 6 d462695dex235.htm EX-23.5 EX-23.5

Exhibit 23.5

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated February 22, 2018, relating to the consolidated financial statements and financial statement schedule of PPL Corporation and Subsidiaries, and the effectiveness of PPL Corporation and Subsidiaries’ internal control over financial reporting, appearing in the Annual Report on Form 10-K of PPL Corporation and Subsidiaries for the year ended December 31, 2017, and to the reference to us under the heading “Experts” in the Prospectuses, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

Parsippany, New Jersey

February 22, 2018

EX-23.6 7 d462695dex236.htm EX-23.6 EX-23.6

Exhibit 23.6

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated February 22, 2018, relating to the consolidated financial statements of PPL Electric Utilities Corporation and Subsidiaries, appearing in the Annual Report on Form 10-K of PPL Electric Utilities Corporation and Subsidiaries for the year ended December 31, 2017, and to the reference to us under the heading “Experts” in the Prospectuses, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

Parsippany, New Jersey

February 22, 2018

EX-23.7 8 d462695dex237.htm EX-23.7 EX-23.7

Exhibit 23.7

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 22, 2018, relating to the consolidated financial statements and financial statement schedule of LG&E and KU Energy LLC and Subsidiaries, appearing in the Annual Report on Form 10-K of LG&E and KU Energy LLC and Subsidiaries for the year ended December 31, 2017, and to the reference to us under the heading “Experts” in the Prospectuses, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

Louisville, Kentucky

February 22, 2018

EX-23.8 9 d462695dex238.htm EX-23.8 EX-23.8

Exhibit 23.8

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 22, 2018, relating to the financial statements of Louisville Gas and Electric Company, appearing in the Annual Report on Form 10-K of Louisville Gas and Electric Company for the year ended December 31, 2017, and to the reference to us under the heading “Experts” in the Prospectuses, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

Louisville, Kentucky

February 22, 2018

EX-23.9 10 d462695dex239.htm EX-23.9 EX-23.9

Exhibit 23.9

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 22, 2018, relating to the financial statements of Kentucky Utilities Company, appearing in the Annual Report on Form 10-K of Kentucky Utilities Company for the year ended December 31, 2017, and to the reference to us under the heading “Experts” in the Prospectuses, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

Louisville, Kentucky

February 22, 2018

EX-23.10 11 d462695dex2310.htm EX-23.10 EX-23.10

Exhibit 23.10

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form S-3) and related Prospectus of PPL Corporation for the registration of common stock, preferred stock, stock purchase contracts, stock purchase units, depositary shares and debt securities and to the incorporation by reference therein of our report dated February 19, 2016, with respect to the consolidated financial statements and schedule of PPL Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2017, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

February 22, 2018

EX-23.11 12 d462695dex2311.htm EX-23.11 EX-23.11

Exhibit 23.11

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form S-3) and related Prospectus of PPL Electric Utilities Corporation for the registration of debt securities and to the incorporation by reference therein of our report dated February 19, 2016, with respect to the consolidated financial statements of PPL Electric Utilities Corporation, included in its Annual Report (Form 10-K) for the year ended December 31, 2017, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

February 22, 2018

EX-23.12 13 d462695dex2312.htm EX-23.12 EX-23.12

Exhibit 23.12

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form S-3) and related Prospectus of LG&E and KU Energy LLC for the registration of debt securities and to the incorporation by reference therein of our report dated February 19, 2016, with respect to the consolidated financial statements and schedule of LG&E and KU Energy LLC, included in its Annual Report (Form 10-K) for the year ended December 31, 2017, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Louisville, Kentucky

February 22, 2018

EX-23.13 14 d462695dex2313.htm EX-23.13 EX-23.13

Exhibit 23.13

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form S-3) and related Prospectus of Louisville Gas and Electric Company for the registration of debt securities and to the incorporation by reference therein of our report dated February 19, 2016, with respect to the financial statements of Louisville Gas and Electric Company, included in its Annual Report (Form 10-K) for the year ended December 31, 2017, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Louisville, Kentucky

February 22, 2018

EX-23.14 15 d462695dex2314.htm EX-23.14 EX-23.14

Exhibit 23.14

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form S-3) and related Prospectus of Kentucky Utilities Company for the registration of debt securities and to the incorporation by reference therein of our report dated February 19, 2016, with respect to the financial statements of Kentucky Utilities Company, included in its Annual Report (Form 10-K) for the year ended December 31, 2017, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Louisville, Kentucky

February 22, 2018

EX-24.1 16 d462695dex241.htm EX-24.1 EX-24.1

Exhibit 24.1

PPL CORPORATION

OMNIBUS SHELF REGISTRATION STATEMENT

POWER OF ATTORNEY

The undersigned directors of PPL Corporation, a Pennsylvania corporation, hereby appoint Joanne H. Raphael, Jennifer L. McDonough and Frederick C. Paine, and each of them, their true and lawful attorney, with power to act without the other and with full power of substitution and resubstitution, to execute for the undersigned directors and in their names to file with the Securities and Exchange Commission, Washington, D.C., under provisions of the Securities Act of 1933, as amended, a registration statement or registration statements for the registration under provisions of the Securities Act of 1933, as amended, and any other rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, of various securities of PPL Corporation or its subsidiaries (without designation as to the amount of such securities), which securities may include guarantees by PPL Corporation of the securities of such subsidiaries, and any and all amendments thereto, whether said amendments add to, delete from or otherwise alter any such registration statement or registration statements, or add or withdraw any exhibits or schedules to be filed therewith and any and all instruments in connection therewith. The undersigned hereby grant to said attorneys and each of them full power and authority to do and perform in the name of and on behalf of the undersigned, and in any and all capabilities, any act and thing whatsoever required or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might do, hereby ratifying and approving the acts of said attorneys and each of them.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 22nd day of February, 2018.


/s/ Rodney C. Adkins Rodney C. Adkins		/s/ Keith H. Williamson Keith H. Williamson

/s/ John W. Conway John W. Conway		/s/ Phoebe A. Wood Phoebe A. Wood

/s/ Steven G. Elliott Steven G. Elliott		/s/ Armando Zagalo de Lima Armando Zagalo de Lima

/s/ Raja Rajamannar Raja Rajamannar

/s/ Craig A. Rogerson Craig A. Rogerson

/s/ William H. Spence William H. Spence

/s/ Natica von Althann Natica von Althann

EX-25.1 17 d462695dex251.htm EX-25.1 EX-25.1

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

☐	CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)


New York		13-5160382
(Jurisdiction of incorporation if not a U.S. national bank)		(I.R.S. employer identification no.)

225 Liberty Street, New York, N.Y.		10286
(Address of principal executive offices)		(Zip code)

PPL Capital Funding, Inc.

(Exact name of obligor as specified in its charter)

Delaware

23-2926644

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification no.)

PPL Corporation

(Exact name of obligor as specified in its charter)


Pennsylvania		23-2758192
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

Two North Ninth Street
Allentown, Pennsylvania		18101-1179
(Address of principal executive offices)		(Zip code)

Senior Debt Securities

and Guarantees of Senior Debt Securities

(Title of the indenture securities)

1.	General information. Furnish the following information as to the Trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.


Name		Address
Superintendent of the Department of Financial Services of the State of New York		One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223

Federal Reserve Bank of New York		33 Liberty Street, New York, N.Y. 10045

Federal Deposit Insurance Corporation		550 17^th Street, NW Washington, D.C. 20429

The Clearing House Association L.L.C.		100 Broad Street New York, N.Y. 10004

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

2.	Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.

List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

- 2 -

A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-207042).

The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-188382).

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Woodland Park, and State of New Jersey, on the 12th day of February, 2018.


THE BANK OF NEW YORK MELLON

By:	/s/ Laurence J. O’Brien
	Name:	Laurence J. O’Brien
	Title:	Vice President

- 4 -

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of 225 Liberty Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2017, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.


	Dollar amounts in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		4,671,000
Interest-bearing balances		103,042,000
Securities:
Held-to-maturity securities		40,315,000
Available-for-sale securities		75,943,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		0
Securities purchased under agreements to resell		14,998,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases held for investment		29,491,000
LESS: Allowance for loan and lease losses		133,000
Loans and leases held for investment, net of allowance		29,358,000
Trading assets		3,358,000
Premises and fixed assets (including capitalized leases)		1,388,000
Other real estate owned		4,000
Investments in unconsolidated subsidiaries and associated companies		585,000
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		6,390,000
Other intangible assets		834,000
Other assets		16,419,000

Total assets		297,305,000


LIABILITIES
Deposits:
In domestic offices			127,898,000
Noninterest-bearing			77,656,000
Interest-bearing			50,242,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs			121,992,000
Noninterest-bearing			5,485,000
Interest-bearing			116,507,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			4,917,000
Securities sold under agreements to repurchase			1,401,000
Trading liabilities			2,775,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			4,542,000
Not applicable
Not applicable
Subordinated notes and debentures			515,000
Other liabilities			6,284,000

Total liabilities			270,324,000

EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,135,000
Surplus (exclude all surplus related to preferred stock)			10,764,000
Retained earnings			15,872,000
Accumulated other comprehensive income			-1,140,000
Other equity capital components			0
Total bank equity capital			26,631,000
Noncontrolling (minority) interests in consolidated subsidiaries			350,000
Total equity capital			26,981,000

Total liabilities and equity capital			297,305,000

I, Michael Santomassimo, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Michael Santomassimo

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

EX-25.2 18 d462695dex252.htm EX-25.2 EX-25.2

Exhibit 25.2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

☐	CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)


New York		13-5160382
(Jurisdiction of incorporation if not a U.S. national bank)		(I.R.S. employer identification no.)

225 Liberty Street, New York, N.Y.		10286
(Address of principal executive offices)		(Zip code)

PPL Corporation

(Exact name of obligor as specified in its charter)


Pennsylvania		23-2758192
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

Two North Ninth Street Allentown, Pennsylvania		18101-1179
(Address of principal executive offices)		(Zip code)

Stock Purchase Contracts

(Title of the indenture securities)

1.	General information. Furnish the following information as to the Trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.


Name		Address
Superintendent of the Department of Financial Services of the State of New York		One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223

Federal Reserve Bank of New York		33 Liberty Street, New York, N.Y. 10045

Federal Deposit Insurance Corporation		550 17^th Street, NW Washington, D.C. 20429

The Clearing House Association L.L.C.		100 Broad Street New York, N.Y. 10004

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

2.	Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.

List of Exhibits.

- 2 -

A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-207042).

The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-188382).

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -

SIGNATURE


THE BANK OF NEW YORK MELLON

By:	/s/ Laurence J. O’Brien
	Name:	Laurence J. O’Brien
	Title:	Vice President

- 4 -

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of 225 Liberty Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,


	Dollar amounts in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		4,671,000
Interest-bearing balances		103,042,000
Securities:
Held-to-maturity securities		40,315,000
Available-for-sale securities		75,943,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		0
Securities purchased under agreements to resell		14,998,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases held for investment		29,491,000
LESS: Allowance for loan and lease losses		133,000
Loans and leases held for investment, net of allowance		29,358,000
Trading assets		3,358,000
Premises and fixed assets (including capitalized leases)		1,388,000
Other real estate owned		4,000
Investments in unconsolidated subsidiaries and associated companies		585,000
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		6,390,000
Other intangible assets		834,000
Other assets		16,419,000

Total assets		297,305,000


LIABILITIES
Deposits:
In domestic offices			127,898,000
Noninterest-bearing			77,656,000
Interest-bearing			50,242,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs			121,992,000
Noninterest-bearing			5,485,000
Interest-bearing			116,507,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			4,917,000
Securities sold under agreements to repurchase			1,401,000
Trading liabilities			2,775,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			4,542,000
Not applicable
Not applicable
Subordinated notes and debentures			515,000
Other liabilities			6,284,000

Total liabilities			270,324,000

EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,135,000
Surplus (exclude all surplus related to preferred stock)			10,764,000
Retained earnings			15,872,000
Accumulated other comprehensive income			-1,140,000
Other equity capital components			0
Total bank equity capital			26,631,000
Noncontrolling (minority) interests in consolidated subsidiaries			350,000
Total equity capital			26,981,000

Total liabilities and equity capital			297,305,000

I, Michael Santomassimo, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Michael Santomassimo

Chief Financial Officer

EX-25.3 19 d462695dex253.htm EX-25.3 EX-25.3

Exhibit 25.3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

☐	CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)


New York		13-5160382
(Jurisdiction of incorporation if not a U.S. national bank)		(I.R.S. employer identification no.)

225 Liberty Street, New York, N.Y.		10286
(Address of principal executive offices)		(Zip code)

PPL Electric Utilities Corporation

(Exact name of obligor as specified in its charter)


Pennsylvania		23-0959590
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

Two North Ninth Street Allentown, Pennsylvania		18101-1179
(Address of principal executive offices)		(Zip code)

Debt Securities

(Title of the indenture securities)

1.	General information. Furnish the following information as to the Trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.


Name		Address
Superintendent of the Department of Financial Services of the State of New York		One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223

Federal Reserve Bank of New York		33 Liberty Street, New York, N.Y. 10045

Federal Deposit Insurance Corporation		550 17^th Street, NW Washington, D.C. 20429

The Clearing House Association L.L.C.		100 Broad Street New York, N.Y. 10004

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

2.	Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.

List of Exhibits.

- 2 -

A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-207042).

The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-188382).

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -

SIGNATURE


THE BANK OF NEW YORK MELLON

By:	/s/ Laurence J. O’Brien
	Name:	Laurence J. O’Brien
	Title:	Vice President

- 4 -

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of 225 Liberty Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,


	Dollar amounts in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		4,671,000
Interest-bearing balances		103,042,000
Securities:
Held-to-maturity securities		40,315,000
Available-for-sale securities		75,943,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		0
Securities purchased under agreements to resell		14,998,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases held for investment		29,491,000
LESS: Allowance for loan and lease losses		133,000
Loans and leases held for investment, net of allowance		29,358,000
Trading assets		3,358,000
Premises and fixed assets (including capitalized leases)		1,388,000
Other real estate owned		4,000
Investments in unconsolidated subsidiaries and associated companies		585,000
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		6,390,000
Other intangible assets		834,000
Other assets		16,419,000

Total assets		297,305,000


LIABILITIES
Deposits:
In domestic offices			127,898,000
Noninterest-bearing			77,656,000
Interest-bearing			50,242,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs			121,992,000
Noninterest-bearing			5,485,000
Interest-bearing			116,507,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			4,917,000
Securities sold under agreements to repurchase			1,401,000
Trading liabilities			2,775,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			4,542,000
Not applicable
Not applicable
Subordinated notes and debentures			515,000
Other liabilities			6,284,000

Total liabilities			270,324,000

EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,135,000
Surplus (exclude all surplus related to preferred stock)			10,764,000
Retained earnings			15,872,000
Accumulated other comprehensive income			-1,140,000
Other equity capital components			0
Total bank equity capital			26,631,000
Noncontrolling (minority) interests in consolidated subsidiaries			350,000
Total equity capital			26,981,000

Total liabilities and equity capital			297,305,000

I, Michael Santomassimo, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Michael Santomassimo

Chief Financial Officer

EX-25.4 20 d462695dex254.htm EX-25.4 EX-25.4

Exhibit 25.4

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

☐	CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)


New York		13-5160382
(Jurisdiction of incorporation if not a U.S. national bank)		(I.R.S. employer identification no.)

225 Liberty Street, New York, N.Y.		10286
(Address of principal executive offices)		(Zip code)

PPL Capital Funding, Inc.

(Exact name of obligor as specified in its charter)

Delaware

23-2926644

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification no.)

PPL Corporation

(Exact name of obligor as specified in its charter)


Pennsylvania		23-2758192
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

Two North Ninth Street Allentown, Pennsylvania		18101-1179
(Address of principal executive offices)		(Zip code)

Subordinated Debt Securities

and Guarantees of Subordinated Debt Securities

(Title of the indenture securities)

1.	General information. Furnish the following information as to the Trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.


Name		Address
Superintendent of the Department of Financial Services of the State of New York		One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223

Federal Reserve Bank of New York		33 Liberty Street, New York, N.Y. 10045

Federal Deposit Insurance Corporation		550 17^th Street, NW Washington, D.C. 20429

The Clearing House Association L.L.C.		100 Broad Street New York, N.Y. 10004

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

2.	Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.

List of Exhibits.

- 2 -

A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-207042).

The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-188382).

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -

SIGNATURE


THE BANK OF NEW YORK MELLON

By:	/s/ Laurence J. O’Brien
	Name:	Laurence J. O’Brien
	Title:	Vice President

- 4 -

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of 225 Liberty Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,


	Dollar amounts in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		4,671,000
Interest-bearing balances		103,042,000
Securities:
Held-to-maturity securities		40,315,000
Available-for-sale securities		75,943,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		0
Securities purchased under agreements to resell		14,998,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases held for investment		29,491,000
LESS: Allowance for loan and lease losses		133,000
Loans and leases held for investment, net of allowance		29,358,000
Trading assets		3,358,000
Premises and fixed assets (including capitalized leases)		1,388,000
Other real estate owned		4,000
Investments in unconsolidated subsidiaries and associated companies		585,000
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		6,390,000
Other intangible assets		834,000
Other assets		16,419,000

Total assets		297,305,000


LIABILITIES
Deposits:
In domestic offices			127,898,000
Noninterest-bearing			77,656,000
Interest-bearing			50,242,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs			121,992,000
Noninterest-bearing			5,485,000
Interest-bearing			116,507,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			4,917,000
Securities sold under agreements to repurchase			1,401,000
Trading liabilities			2,775,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			4,542,000
Not applicable
Not applicable
Subordinated notes and debentures			515,000
Other liabilities			6,284,000

Total liabilities			270,324,000

EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,135,000
Surplus (exclude all surplus related to preferred stock)			10,764,000
Retained earnings			15,872,000
Accumulated other comprehensive income			-1,140,000
Other equity capital components			0
Total bank equity capital			26,631,000
Noncontrolling (minority) interests in consolidated subsidiaries			350,000
Total equity capital			26,981,000

Total liabilities and equity capital			297,305,000

I, Michael Santomassimo, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Michael Santomassimo

Chief Financial Officer

EX-25.5 21 d462695dex255.htm EX-25.5 EX-25.5

Exhibit 25.5

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

☐	CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)


New York		13-5160382
(Jurisdiction of incorporation if not a U.S. national bank)		(I.R.S. employer identification no.)

225 Liberty Street, New York, N.Y.		10286
(Address of principal executive offices)		(Zip code)

LG&E and KU Energy LLC

(Exact name of obligor as specified in its charter)


Kentucky		20-0523163
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

220 West Main Street Louisville, Kentucky		40202-1377
(Address of principal executive offices)		(Zip code)

Debt Securities

(Title of the indenture securities)

1.	General information. Furnish the following information as to the Trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.


Name		Address
Superintendent of the Department of Financial Services of the State of New York		One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223

Federal Reserve Bank of New York		33 Liberty Street, New York, N.Y. 10045

Federal Deposit Insurance Corporation		550 17^th Street, NW Washington, D.C. 20429

The Clearing House Association L.L.C.		100 Broad Street New York, N.Y. 10004

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

2.	Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.

List of Exhibits.

- 2 -

A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-207042).

The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-188382).

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -

SIGNATURE


THE BANK OF NEW YORK MELLON

By:	/s/ Laurence J. O’Brien
	Name:	Laurence J. O’Brien
	Title:	Vice President

- 4 -

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of 225 Liberty Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,


	Dollar amounts in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		4,671,000
Interest-bearing balances		103,042,000
Securities:
Held-to-maturity securities		40,315,000
Available-for-sale securities		75,943,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		0
Securities purchased under agreements to resell		14,998,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases held for investment		29,491,000
LESS: Allowance for loan and lease losses		133,000
Loans and leases held for investment, net of allowance		29,358,000
Trading assets		3,358,000
Premises and fixed assets (including capitalized leases)		1,388,000
Other real estate owned		4,000
Investments in unconsolidated subsidiaries and associated companies		585,000
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		6,390,000
Other intangible assets		834,000
Other assets		16,419,000

Total assets		297,305,000


LIABILITIES
Deposits:
In domestic offices			127,898,000
Noninterest-bearing			77,656,000
Interest-bearing			50,242,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs			121,992,000
Noninterest-bearing			5,485,000
Interest-bearing			116,507,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			4,917,000
Securities sold under agreements to repurchase			1,401,000
Trading liabilities			2,775,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			4,542,000
Not applicable
Not applicable
Subordinated notes and debentures			515,000
Other liabilities			6,284,000

Total liabilities			270,324,000

EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,135,000
Surplus (exclude all surplus related to preferred stock)			10,764,000
Retained earnings			15,872,000
Accumulated other comprehensive income			-1,140,000
Other equity capital components			0
Total bank equity capital			26,631,000
Noncontrolling (minority) interests in consolidated subsidiaries			350,000
Total equity capital			26,981,000

Total liabilities and equity capital			297,305,000

I, Michael Santomassimo, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Michael Santomassimo

Chief Financial Officer

EX-25.6 22 d462695dex256.htm EX-25.6 EX-25.6

Exhibit 25.6

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

☐	CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)


New York		13-5160382
(Jurisdiction of incorporation if not a U.S. national bank)		(I.R.S. employer identification no.)

225 Liberty Street, New York, N.Y.		10286
(Address of principal executive offices)		(Zip code)

Louisville Gas and Electric Company

(Exact name of obligor as specified in its charter)


Kentucky		61-0264150
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

220 West Main Street Louisville, Kentucky		40202-1377
(Address of principal executive offices)		(Zip code)

Debt Securities

(Title of the indenture securities)

1.	General information. Furnish the following information as to the Trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.


Name		Address
Superintendent of the Department of Financial Services of the State of New York		One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223

Federal Reserve Bank of New York		33 Liberty Street, New York, N.Y. 10045

Federal Deposit Insurance Corporation		550 17^th Street, NW Washington, D.C. 20429

The Clearing House Association L.L.C.		100 Broad Street New York, N.Y. 10004

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

2.	Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.

List of Exhibits.

- 2 -

A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-207042).

The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-188382).

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -

SIGNATURE


THE BANK OF NEW YORK MELLON

By:	/s/ Laurence J. O’Brien
	Name:	Laurence J. O’Brien
	Title:	Vice President

- 4 -

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of 225 Liberty Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,


	Dollar amounts in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		4,671,000
Interest-bearing balances		103,042,000
Securities:
Held-to-maturity securities		40,315,000
Available-for-sale securities		75,943,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		0
Securities purchased under agreements to resell		14,998,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases held for investment		29,491,000
LESS: Allowance for loan and lease losses		133,000
Loans and leases held for investment, net of allowance		29,358,000
Trading assets		3,358,000
Premises and fixed assets (including capitalized leases)		1,388,000
Other real estate owned		4,000
Investments in unconsolidated subsidiaries and associated companies		585,000
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		6,390,000
Other intangible assets		834,000
Other assets		16,419,000

Total assets		297,305,000


LIABILITIES
Deposits:
In domestic offices			127,898,000
Noninterest-bearing			77,656,000
Interest-bearing			50,242,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs			121,992,000
Noninterest-bearing			5,485,000
Interest-bearing			116,507,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			4,917,000
Securities sold under agreements to repurchase			1,401,000
Trading liabilities			2,775,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			4,542,000
Not applicable
Not applicable
Subordinated notes and debentures			515,000
Other liabilities			6,284,000

Total liabilities			270,324,000

EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,135,000
Surplus (exclude all surplus related to preferred stock)			10,764,000
Retained earnings			15,872,000
Accumulated other comprehensive income			-1,140,000
Other equity capital components			0
Total bank equity capital			26,631,000
Noncontrolling (minority) interests in consolidated subsidiaries			350,000
Total equity capital			26,981,000

Total liabilities and equity capital			297,305,000

I, Michael Santomassimo, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Michael Santomassimo

Chief Financial Officer

EX-25.7 23 d462695dex257.htm EX-25.7 EX-25.7

Exhibit 25.7

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

☐	CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)


New York		13-5160382
(Jurisdiction of incorporation if not a U.S. national bank)		(I.R.S. employer identification no.)

225 Liberty Street, New York, N.Y.		10286
(Address of principal executive offices)		(Zip code)

Kentucky Utilities Company

(Exact name of obligor as specified in its charter)


Kentucky and Virginia		61-0247570
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

One Quality Street Lexington, Kentucky		40507-1462
(Address of principal executive offices)		(Zip code)

Debt Securities

(Title of the indenture securities)

1.	General information. Furnish the following information as to the Trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.


Name		Address
Superintendent of the Department of Financial Services of the State of New York		One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223

Federal Reserve Bank of New York		33 Liberty Street, New York, N.Y. 10045

Federal Deposit Insurance Corporation		550 17^th Street, NW Washington, D.C. 20429

The Clearing House Association L.L.C.		100 Broad Street New York, N.Y. 10004

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

2.	Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.

List of Exhibits.

- 2 -

A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-207042).

The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-188382).

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -

SIGNATURE


THE BANK OF NEW YORK MELLON

By:	/s/ Laurence J. O’Brien
	Name:	Laurence J. O’Brien
	Title:	Vice President

- 4 -

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of 225 Liberty Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,


	Dollar amounts in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		4,671,000
Interest-bearing balances		103,042,000
Securities:
Held-to-maturity securities		40,315,000
Available-for-sale securities		75,943,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		0
Securities purchased under agreements to resell		14,998,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases held for investment		29,491,000
LESS: Allowance for loan and lease losses		133,000
Loans and leases held for investment, net of allowance		29,358,000
Trading assets		3,358,000
Premises and fixed assets (including capitalized leases)		1,388,000
Other real estate owned		4,000
Investments in unconsolidated subsidiaries and associated companies		585,000
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		6,390,000
Other intangible assets		834,000
Other assets		16,419,000

Total assets		297,305,000


LIABILITIES
Deposits:
In domestic offices			127,898,000
Noninterest-bearing			77,656,000
Interest-bearing			50,242,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs			121,992,000
Noninterest-bearing			5,485,000
Interest-bearing			116,507,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			4,917,000
Securities sold under agreements to repurchase			1,401,000
Trading liabilities			2,775,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			4,542,000
Not applicable
Not applicable
Subordinated notes and debentures			515,000
Other liabilities			6,284,000

Total liabilities			270,324,000

EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,135,000
Surplus (exclude all surplus related to preferred stock)			10,764,000
Retained earnings			15,872,000
Accumulated other comprehensive income			-1,140,000
Other equity capital components			0
Total bank equity capital			26,631,000
Noncontrolling (minority) interests in consolidated subsidiaries			350,000
Total equity capital			26,981,000

Total liabilities and equity capital			297,305,000

I, Michael Santomassimo, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Michael Santomassimo

Chief Financial Officer

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Charles W. Scharf

Samuel C. Scott

Joseph J. Echevarria