8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 

Date of Report (Date of earliest event reported):  February 14, 2020

 

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol:	Name of each exchange on which registered
Common Stock of PPL Corporation	PPL	New York Stock Exchange
Junior Subordinated Notes of PPL Capital Funding, Inc.
2007 Series A due 2067	PPL/67	New York Stock Exchange
2013 Series B due 2073	PPX	New York Stock Exchange

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

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

Section 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition

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

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits
	99.1 -	Supplemental Unaudited Financial Information of PPL Corporation's U.K. Regulated Segment.
	104 -	Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).

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

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PPL CORPORATION
By:	/s/ Marlene C. Beers
	Marlene C. Beers Vice President and Controller

Dated:  February 14, 2020

EX-99.1

The supplemental financial information provided below should be read in conjunction with the audited financial statements and accompanying notes of PPL Corporation ("PPL") in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the "2019 10-K") and the disclosures relevant to the U.K. Regulated segment under Item 1. Business, and Item 7. Combined Management's Discussion and Analysis of Financial Condition and Results of Operations in the 2019 10-K.

The U.K. Regulated segment consists of PPL Global, LLC, which primarily includes WPD's regulated electricity distribution operations, the results of hedging the translation of WPD's earnings from British pound sterling into U.S. dollars, and certain costs, such as U.S. income taxes, administrative costs and acquisition-related financing costs. The information presented below was prepared on the same basis as the information presented in the 2019 10-K.

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

Unaudited

PPL's U.K. Regulated Segment

Condensed Consolidated Balance Sheets

At December 31,

(Millions of Dollars)

	2019		2018
Assets
Current Assets	$	768	$	534
Property, Plant & Equipment, net	13,232		12,437
Goodwill	2,483		2,447
Other Noncurrent Assets	1,139		1,282
Total Assets	$	17,622	$	16,700
Liabilities and Equity
Current Liabilities (including debt due within one year)	$	1,272	$	1,020
Long-term Debt	7,875		7,572
Deferred Credits and Other Noncurrent Liabilities	946		882
Equity	7,529		7,226
Total Liabilities and Equity	$	17,622	$	16,700

The spot rates of U.S. Dollar per British pound sterling used to translate the WPD Balance Sheet from British pound sterling to U.S. dollars were $1.29/£ and $1.28/£ as of December 31, 2019 and 2018, respectively. In 2019, changes in this exchange rate resulted in a foreign currency translation gain of $106 million, which reflected a $181 million increase to PP&E, $34 million increase to goodwill and $12 million decrease to other net liabilities, partially offset by a $121 million increase to long-term debt.

PPL's U.K. Regulated Segment

Condensed Consolidated Statements of Cash Flows

For the Years Ended December 31,

(Millions of Dollars)

	2019			2018
Cash Flows From Operating Activities
Net Income	$	977		$	1,114
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation	250			247
Unrealized (gains) losses on derivatives, and other hedging activities	62			(190		)
Other	(151		)	(68		)
Changes in current assets and current liabilities	(109		)	(64		)
Other operating activities
Defined benefit plans - funding	(277		)	(186		)
Other	71			62
Net cash provided by operating activities	823			915
Cash Flows from Investing Activities
Expenditures for long-lived assets	(857		)	(954		)
Other	12			19
Net cash used in investing activities	(845		)	(935		)
Cash Flows from Financing Activities
Net Distributions to PPL	(264		)	(214		)
Issuance of long-term debt	364			541
Net increase (decrease) in short-term debt	63			(347		)
Other	1			(1		)
Net cash provided by (used in) financing activities	164			(21		)
Effect of Exchange Rates on Cash, Cash Equivalents and Restricted Cash	10			(18		)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash	152			(59		)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period	24			83
Cash, Cash Equivalents and Restricted Cash at End of Period	$	176		$	24

Supplemental Disclosures of Cash Flow Information
Cash paid during the period for:
Interest - net of amount capitalized	$	353	$	347
Income taxes - net	$	92	$	193
Significant non-cash transactions:
Accrued expenditures for property, plant and equipment at December 31,	$	47	$	37
Accrued expenditures for intangible assets at December 31,	$	79	$	64

PPL's U.K. Regulated Segment

Condensed Consolidated Statements of Income

For the Years Ended December 31,

(Millions of Dollars)

	20191			20181
Operating revenues	$	2,167		$	2,268
Other operation and maintenance	510			538
Depreciation	250			247
Taxes, other than income	127			134
Total operating expenses	887			919
Other Income (Expense) - net	294			403
Interest Expense	405			413
Income Taxes	192			225
Net Income	977			1,114
Less: Special Items	(55		)	146
Earnings from Ongoing Operations2	$	1,032		$	968

The following after-tax gains (losses), which management considers special items, impacted PPL's U.K. Regulated segment's results and are excluded from Earnings from Ongoing Operations.

	2019			2018			Income Statement Line Item
Foreign currency economic hedges, net of tax of $13, ($39)3	$	(51	)	$	148		Other Income (Expense) - net
Other, net of tax of $1, $04	(4		)	—			Other operation and maintenance
U.S. tax reform5	—			3			Income Taxes
Death benefit, net of tax of $0, $16	—			(5		)	Other operation and maintenance
Total	$	(55	)	$	146

¹ The average rates of U.S. Dollar per British pound sterling used to translate the WPD Statement of Income from British pound sterling to U.S. dollars were $1.32/£ and $1.31/£, representing a year-to-date average including the impact of foreign exchanges hedges for 2019 and 2018, respectively.

² A non-GAAP financial measure that should not be considered as an alternative to net income, an indicator of operating performance determined in accordance with GAAP. PPL believes that Earnings from Ongoing Operations is useful and meaningful to investors because it provides management's view of PPL's earnings performance as another criterion in making investment decisions. In addition, PPL's management uses Earnings from Ongoing Operations in measuring achievement of certain corporate performance goals, including targets for certain executive incentive compensation. Other companies may use different measures to present financial performance.

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

• Unrealized gains or losses on foreign currency economic hedges (as discussed below).

• Gains and losses on sales of assets not in the ordinary course of business.

• Impairment charges.

• Significant workforce reduction and other restructuring effects.

• Acquisition and divestiture-related adjustments.

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

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

³ Unrealized gains (losses) on contracts that economically hedge anticipated GBP-denominated earnings.

⁴ Settlement of a contractual dispute.

⁵ Adjustments to certain provisional amounts recognized in the December 31, 2017 Statement of Income related to the enactment of the Tax Cuts and Jobs Act.

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

XML

Document and Entity Information Document and Entity Information	Feb. 14, 2020
Document Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0000922224
Entity Emerging Growth Company	false
Written Communications	false
Document Type	8-K
Entity File Number	1-11459
Entity Registrant Name	PPL Corporation
Entity Tax Identification Number	23-2758192
Entity Incorporation, State or Country Code	PA
Entity Address, Address Line One	Two North Ninth Street
Entity Address, City or Town	Allentown,
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	18101-1179
City Area Code	(610)
Local Phone Number	774-5151
Document Period End Date	Feb. 14, 2020
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock [Member]
Document Entity Information [Line Items]
Title of 12(b) Security	Common Stock of PPL Corporation
Trading Symbol	PPL
Security Exchange Name	NYSE
2007 Series A Due 2067 [Member]
Document Entity Information [Line Items]
Title of 12(b) Security	2007 Series A due 2067
Trading Symbol	PPL/67
Security Exchange Name	NYSE
2013 Series B Due 2073 [Member]
Document Entity Information [Line Items]
Title of 12(b) Security	2013 Series B due 2073
Trading Symbol	PPX
Security Exchange Name	NYSE