PPL (PPL) 10-K risk factor changes: FY2021 vs FY2021

As used in this Item 1A., the terms "we," "our" and "us" generally refer to PPL and its consolidated subsidiaries taken as a whole, or PPL Electric and its consolidated subsidiaries taken as a whole within the Pennsylvania Regulated segment [removed: discussion] [added: discussion, LKE] and its consolidated subsidiaries taken as a whole within the Kentucky Regulated segment [added: discussion, and RIE and its consolidated subsidiaries taken as a whole within the Rhode Island Regulated segment] discussion.

[removed: E.Risks] [added: F.Risks] Related to All Segments

The ability of PPL's subsidiaries to pay dividends or distributions in the future will depend on the subsidiaries' future earnings and cash flows and the needs of their businesses, and may be restricted by their obligations to holders of their outstanding debt and other creditors, as well as any contractual or legal restrictions in effect at such time, including the requirements of state corporate law applicable to payment of dividends and distributions, and regulatory requirements, including restrictions on the ability of PPL Electric, [removed: LG&E] [added: LG&E, KU,] and [removed: KU] [added: RIE] to pay dividends under Section 305(a) of the Federal Power Act.

Our regulated utility businesses face many of the same risks, in addition to those risks that are unique to each of the Kentucky [added: Regulated, Pennsylvania] Regulated and [removed: Pennsylvania] [added: Rhode Island] Regulated segments.

Set forth below are risk factors common to [removed: both domestic] [added: the] regulated segments, followed by sections identifying separately the risks specific to each of these segments.

The rates we charge our utility customers must be approved by one or more federal or state regulatory commissions, including the FERC, KPSC, [removed: VSCC] [added: VSCC, PAPUC] and [removed: PUC.][added: RIPUC.]

In addition to regulating the rates we charge, various federal and state regulatory authorities regulate many aspects of our [removed: domestic] utility operations, including:

We may be subject to liability for the costs of environmental remediation of property now or formerly owned by us with respect to substances that we may have generated regardless of whether the liabilities arose before, during or after the time we owned [removed: or operated the facilities.]

We also have current or previous ownership interests in sites associated with the production of [added: manufactured gas for which we may be liable for additional costs related to investigation, remediation and monitoring of these sites.]

Depending on the extent, frequency and timing of such changes, [removed: the companies] [added: LG&E and KU] may face higher risks of unsuccessful implementation of environmental-related business plans, noncompliance with applicable environmental rules, delayed or incomplete rate recovery or increased costs of implementation.

[removed: The COVID-19 pandemic] [added: COVID-19 or other pandemics] and resultant impact on business and economic conditions could negatively affect our business.

[removed: Until the] [added: The] COVID-19 virus [removed: is contained, it poses significant] [added: continues to pose] risks to the health and welfare of the Registrants’ customers, employees, contractors and suppliers, and to [added: affect] the conduct of their business.

The COVID-19 pandemic [removed: is also subjecting the Registrants] [added: has been a contributing factor] to [removed: growing] [added: certain supply chain] shortages that [removed: are creating] [added: have created] risks of potential equipment and fuel supply chain disruptions.

[removed: If] [added: These] issues [removed: in the supply chains continue,] [added: may continue or become worse, as a result of pandemics and other factors, and] Registrants may be forced to rely on a larger pool of suppliers, which could pose operational risks.

[removed: All of these] [added: These] factors have the potential to materially and adversely affect the Registrants’ business and operations, especially if they [removed: remain in effect for] [added: are exacerbated by] a [removed: prolonged period of time.][added: resurgence or other pandemics.]

At this time, the Registrants’ cannot predict the extent to which these or other pandemic-related factors may affect their business, earnings or other financial [removed: results, as it depends on the duration and scope of the outbreak, the measures undertaken in response and other future developments, all of which are highly uncertain and continue to evolve in response to additional variants.][added: results.]

The operation of our transmission and distribution systems, including gas distribution systems, as well as our generation plants, are all reliant on cyber-based technologies and, therefore, subject to the risk that these systems could be the target of disruptive [added: actions by terrorists, nation state actors or criminals or otherwise be compromised by unintentional events.]

In addition, under the Energy Policy Act of 2005, users, owners and operators of the bulk power transmission system, including PPL Electric, [removed: LG&E] [added: LG&E, KU] and [removed: KU,] [added: RIE,] are subject to mandatory reliability standards promulgated by NERC and enforced by the FERC.

Increases in electricity prices and/or a weak [removed: economy,] [added: economy] can lead to changes in legislative and regulatory policy, including the promotion of energy efficiency, conservation and distributed generation or self-generation, which may adversely impact our business.

[removed: Due to general inflation with respect to such costs, the aging demographics of our workforce and other] factors, we have experienced significant health care cost inflation in recent years, and we expect our health care costs, including prescription drug coverage, to continue to increase despite measures that we have taken and expect to take to require employees and retirees to bear a higher portion of the costs of their health care benefits.

These indemnities and guarantees relate, among other things, to liabilities which may arise with respect to the period during which we or our subsidiaries operated a divested business, and to certain ongoing contractual relationships and entitlements with respect to which we or our subsidiaries made commitments in connection with [removed: the] [added: a] divestiture.

E.Risks Specific to Rhode Island Regulated Segment

or operated the facilities.

Risks Related to the Rhode Island Regulated Segment

(*PPL*)

PPL may not realize the anticipated benefits of the RIE acquisition, which could materially adversely affect PPL's business, financial condition and results of operations.

PPL may not realize the anticipated financial and operational benefits from the RIE acquisition if the business is not integrated in an efficient and effective manner or if integration takes longer than anticipated.

These integration risks include potential difficulties in conversion of systems and information, difficulties in harmonizing inconsistencies in standards, controls, procedures, practices and policies, disruption from the acquisition making it more difficult to maintain relationships with customers, employees or suppliers, and diversion of management time and attention to integration and other acquisition-related issues.

In addition, PPL has incurred, and will continue to incur, significant costs in connection with the integration, and additional unanticipated costs may arise.

No assurance can be given that the anticipated benefits from the acquisition will be achieved or, if achieved, the timing of their achievement.

These risks and their consequences could result in increased costs or decreases in the amount of expected revenues and could have a material adverse effect on PPL's business, financial condition and results of operations.

We are subject to operational, regulatory and other risks regarding natural gas supply infrastructure in Rhode Island.

A natural gas pipeline explosion or associated incident could have a significant impact on RIE's natural gas operations or result in significant damages and penalties that could have an adverse impact on RIE’s financial position and results of operations.

The Pipeline and Hazardous Materials Safety Administration enforces regulations that govern the design, construction, operation and maintenance of pipeline facilities.

Failure to comply with these regulations could result in the assessment of fines or penalties against RIE.

These regulations require, among other things, that pipeline operators take certain measures with respect to pipeline integrity.

Depending on the results of integrity tests and other integrity program activities, we could incur significant and unexpected costs to perform remedial activities on our natural gas infrastructure to ensure our continued safe and reliable operation.

F.

The COVID-19 pandemic disrupted the U.S. and global economies.

While its impact is waning in many respects, a resurgence, new variant or other pandemic and related remediation efforts could present challenges to businesses, communities, workforces, markets and supply chains.

The TSA has determined that LG&E is critical, while RIE has not been notified of this distinction and is therefore not currently subject to the security directives.

Due to general inflation with respect to such costs, the aging demographics of our workforce and other

manufactured gas for which we may be liable for additional costs related to investigation, remediation and monitoring of these sites.

The COVID-19 pandemic has disrupted the U.S. and global economies and continues to present challenges to businesses, communities, workforces, markets and increasingly to supply chains.

In the U.S. and throughout the world, governmental authorities have taken actions to contain the spread of the virus and mitigate known or foreseeable impacts.

In the Registrants’ service territories, mitigation measures have included quarantines, stay-at-home orders, travel restrictions, reduced operations or closures of businesses, schools and governmental agencies, and executive, legislative or regulatory actions to address health or other pandemic-related concerns.

The Delta and Omicron variants of the virus have extended and exacerbated the risks arising from the pandemic and have led to the extension of many of these remediation strategies.

The responses to these variants may continue to affect risks and related remediation efforts going forward, perhaps substantially, and future variants may have similar effects.

Mandates to stay at home, shelter in place, or quarantine and resulting lock-down or closures of non-essential businesses could reduce demand for electricity and gas, and continue to cause shifts in demand between residential, commercial and industrial customers that could negatively impact the Registrants’ financial condition.

Customers experiencing financial strain from unemployment, furloughs, or reduced work hours may not be able to pay their bills on a timely basis, which could negatively impact our liquidity.

New or changing legislation or regulatory orders may unfavorably impact the Registrants or the utility industry generally.

Such suppliers may fail to follow established health, safety and other regulatory standards.

Additionally, suppliers may need to engage subcontractors that have not been previously vetted, which could result in contractual and regulatory risks.

This could also create an inability to effectively monitor a supplier’s work or the need to depend on limited contractors, resulting in higher costs and potential financial and reputational risks.

In addition to the factors discussed above, investors should be aware that other COVID-19-related risks may emerge in the future and may prove to be significant, including potentially the cost of ongoing remediation efforts, such as testing, and the potential for increased effects on global markets and supply chains.

Investors should carefully consider the discussion of COVID-19 related items presented in this Annual Report on Form 10-K, especially to the extent that the COVID-19 pandemic may exacerbate or increase those risks.

actions by terrorists, nation state actors or criminals or otherwise be compromised by unintentional events.

[added: Inflation Reduction Act] *(All Registrants)*

- "Results of Operations" for all Registrants includes a "Statement of Income Analysis," which discusses significant changes in principal line items on the Statements of Income, comparing [removed: 2021] [added: 2022] with [removed: 2020.][added: 2021.]

For comparison of the Registrants’ results of operations and cash flows for the years ended December 31, [removed: 2020] [added: 2021] to December 31, [removed: 2019,] [added: 2020,] refer to “Item 7.

Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the [removed: 2020] [added: 2021] Form 10-K, filed with the SEC on February 18, [removed: 2021.][added: 2022.]

PPL operates [removed: three] [added: four] fully regulated high-performing utilities.

These utilities are located in [removed: Pennsylvania] [added: Pennsylvania, Kentucky] and [removed: Kentucky,] [added: Rhode Island,] constructive regulatory jurisdictions with distinct regulatory structures and customer classes.

In Kentucky, [added: in addition to FERC formula rates,] the KPSC has adopted a series of regulatory mechanisms (ECR, DSM, GLT, fuel adjustment clause, and gas supply clause) and recovery on construction work-in-progress that reduce regulatory lag and provide timely recovery of and return on, as appropriate, prudently incurred costs.

[removed: Sale] [added: | Charges related to the sale] of the U.K. [removed: Utility Business][added: utility business | | | (15) | | |]

See Note [removed: 9] [added: 7] to the Financial Statements for additional information on the [removed: sale of the U.K. utility business.]

See Note [removed: 11] [added: 9] to the Financial Statements for additional information.

The [removed: acquisition is expected to be] [added: $3.8 billion total cash consideration paid was] funded with proceeds from [removed: the] [added: PPL's 2021] sale of [removed: the] [added: its] U.K. utility business.

See Note [removed: 9] [added: 7] to the Financial Statements for additional information [removed: regarding] [added: on] the [removed: current status of this appeal.]

[removed: See] [added: (a)See] Note 9 to the Financial Statements for additional [removed: information on the Narragansett SPA.][added: information.]

See [removed: "Long Term Debt" in] Note [removed: 8] [added: 6] to the Financial Statements for additional information.

See [removed: "Equity Securities" in] Note [removed: 8] [added: 6] to the Financial Statements for additional information.

[added: |] U.K. [removed: Corporation Tax Rate Change][added: tax rate change (f) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | (383) | | | | | | — | | | | | | (383) | | |]

[removed: In 2021, the] [added: (b)The] U.K. Finance Act [removed: 2021] [added: 2021, formally enacted on June 10, 2021,] increased the U.K. corporation tax rate from 19% to 25%, effective April 1, 2023.

The primary impact of the corporation tax rate increase was an increase in deferred tax liabilities of the U.K. utility business, which was sold on June 14, 2021, and a corresponding deferred tax expense of $383 million, which was recognized in continuing operations in [removed: the second quarter of] 2021.

As a result of environmental requirements and aging infrastructure, LG&E anticipates retiring two older coal-fired units at the Mill Creek Plant and KU anticipates retiring one coal-fired unit at [added: each of] the E.W. Brown [removed: plant.][added: and Ghent plants.]

Mill Creek Unit [removed: 1 has] [added: 1, with] 300 MW of [removed: capacity and] [added: capacity,] is expected to be retired in 2024.

[removed: Mill Creek Unit 2 and] E.W. Brown Unit [removed: 3 have capacities of 297 MW and] [added: 3, with] 412 MW [added: of capacity,] and [added: Ghent Unit 2, with 486 MW of capacity,] are expected to be retired in 2028.

See Note [removed: 7] [added: 9] to the Financial Statements for additional information related to the [removed: RAR rider.][added: commitments made as a condition of the acquisition.]

[removed: *PPL Electric Transmission Formula Rate Return on Equity* *(PPL and] [added: |] PPL [removed: Electric)*][added: Electric transmission formula rate (d) | | | 92 | | |]

[removed: - changes to PPL Electric’s base ROE:][added: | PPL Electric | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

In 2020, LG&E and KU and other parties filed appeals with the D.C. Circuit Court of Appeals regarding [added: the] FERC's orders on the elimination of the mitigation and required transition mechanism.

LG&E and KU cannot predict the outcome of the [removed: respective appellate and] [added: proceedings at the] FERC [removed: proceedings.][added: on remand.]

[removed: Rate] [added: *Rate] Case [removed: Proceedings][added: Proceedings* *(KU)*]

[removed: *(PPL,] [added: *CPCN* *(PPL,] LG&E and KU)*

On August 31, 2021, KU filed a request with the VSCC for an annual increase in Virginia base electricity rates of approximately $12 [removed: million.][added: million, based on an authorized 10.4% return on equity.]

The "Statement of Income Analysis" discussion below describes significant changes in principal line items on PPL's Statements of Income, comparing [removed: 2021] [added: 2022] with [removed: 2020.][added: 2021.]

The "Statement of Income Analysis" discussion below describes significant changes in principal line items on the Statements of Income, comparing [removed: 2021] [added: 2022] with [removed: 2020.][added: 2021.]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] | | |

| Operating Revenues | | | $ | [removed: 5,783] [added: 7,902] | | | | | $ | [removed: 5,474] [added: 5,783] | | | | | $ | [removed: 309] [added: 2,119] | |

| Fuel | | | [added: | | | | | |] 710 | | | | | | [removed: 632] [added: —] | | | | | | [removed: 78] [added: —] | | | [added: | | | — | | | | | | 710 | | |]

| Energy purchases | | | [removed: 752] [added: 1,686] | | | | | | [removed: 634] [added: 752] | | | | | | [removed: 118] [added: 934] | | |

| Other operation and maintenance | | | [removed: 1,608 | | | | | | 1,420 | | | | | | 188] [added: (39)] | | |

| Depreciation | | | [removed: 1,082] [added: 1,181] | | | | | | [removed: 1,022] [added: 1,082] | | | | | | [removed: 60] [added: 99] | | |

| Taxes, other than income | | | [removed: 207] | | | | | | [removed: 180] [added: 4] | | | | | | [removed: 27] [added: 112] | | | [added: | | | — | | | | | | 91 | | | | | | 207 | | |]

| Total Operating Expenses | | | [removed: 4,359] [added: 6,528] | | | | | | [removed: 3,888] [added: 4,359] | | | | | | [removed: 471] [added: 2,169] | | |

| Other Income (Expense) - net | | | [removed: 15] [added: 54] | | | | | | [removed: 2] [added: 15] | | | | | | [removed: 13] [added: 39] | | |

PPL's strategy, which is supported by the other Registrants and subsidiaries, is to achieve industry-leading performance in safety, reliability, customer satisfaction and operational efficiency; to advance a clean energy transition while maintaining affordability and reliability; to maintain a strong financial foundation and create long-term value for our shareowners; to foster a diverse and exceptional workplace; and to build strong communities in areas that we serve.

In Rhode Island, FERC formula rates, the gas cost adjustment, net metering, infrastructure, safety and reliability (ISR) and revenue decoupling mechanisms and other rate adjustment mechanisms operate to reduce regulatory lag and provide timely recovery of and return on, as appropriate, prudently incurred costs.

On May 25, 2022, PPL Rhode Island Holdings acquired 100% of the outstanding shares of common stock of Narragansett Electric from National Grid U.S. (the Acquisition).

The consideration for the Acquisition consisted of approximately $3.8 billion in cash and approximately $1.5 billion of long-term debt assumed through the transaction.

The Acquisition resulted in $1.6 billion of goodwill.

The results of RIE are reported in PPL's Rhode Island Regulated segment.

The acquisition of Narragansett Electric was deemed an asset acquisition for federal and state income tax purposes, as a result of PPL and National Grid making a tax election under Internal Revenue Code (IRC) §338(h)(10).

Accordingly, the tax bases of substantially all of the assets acquired were increased to fair market value, which equaled net book value, thereby eliminating the related deferred tax assets and liabilities.

This election resulted in tax goodwill that will be amortized for tax purposes over 15 years.

Sale of Safari Holdings

On September 29, 2022, PPL signed a definitive agreement to sell all of Safari Holdings membership interests to Aspen Power Services, LLC.

On November 1, 2022, PPL completed the sale (the Transaction).

A loss on sale of $60 million ($46 million net of tax benefit) was recorded in "Other operation and maintenance" on the Statement of Income for the year ended December 31, 2022.

As a result of the Transaction, $53 million of goodwill previously presented in the Corporate and Other category for segment reporting purposes was written-off.

On July 8, 2022, the Governor of Pennsylvania signed into law Pennsylvania House Bill 1342 (H.B. 1342).

Among other changes to the state tax code, the bill reduces the corporate net income tax rate from 9.99% to 8.99% beginning January 1, 2023, and further reduces the rate annually by half a percentage point until the rate reaches 4.99% in 2031.

GAAP requires that deferred tax assets and liabilities be measured at the enacted tax rate expected to apply when temporary book-to-tax differences are expected to be realized or settled.

In 2022, PPL and PPL Electric recorded an increase in regulatory liabilities of $270 million for the remeasurement of regulated accumulated deferred tax balances and a deferred tax benefit of $5 million and $9 million, respectively, associated with the remeasurement of non-regulated accumulated deferred income tax balances.

The amounts recorded are estimates that will be updated quarterly to reflect revised forecast, actual activity, and applicable orders from regulatory authorities.

On August 16, 2022, the Inflation Reduction Act (IRA) was signed into law.

Among other things, the IRA enacted a new 15% corporate "book minimum tax," which is based on adjusted GAAP pre-tax income and is only applicable to corporations whose pre-tax income exceeds a certain threshold.

PPL continues to assess the impacts of the IRA on the financial statements of PPL and the other Registrants and will monitor guidance issued by the U.S. Treasury in the future.

PPL does not anticipate a material cash tax impact in the foreseeable future.

In addition, the IRA enacted numerous new tax credits, largely associated with renewable energy.

PPL continues to assess the applicability of these provisions to PPL and its subsidiaries.

Mill Creek Unit 2, with 297 MW of capacity, is expected to be retired in 2027.

LG&E and KU anticipate the recovery of associated retirement costs, including the remaining net book value, for these coal-fired generating units through the RAR or other rate mechanisms.

On December 15, 2022, LG&E and KU filed an application with the KPSC for a CPCN for the construction of two 621 MW net summer rating NGCC combustion turbine facilities, one at LG&E's Mill Creek Generating Station in Jefferson County, Kentucky and the other at KU's E.W. Brown Generating Station in Mercer County, Kentucky, including on-site natural gas and electric transmission construction associated with those facilities and site compatibility certificates.

LG&E and KU also applied for a CPCN to construct a 120 MWac solar photovoltaic electric generating facility in Mercer County, Kentucky, and for a CPCN to acquire a 120 MWac solar facility to be built by a third-party solar developer in Marion County, Kentucky.

LG&E and KU further applied for a CPCN to construct a 125 MW, 4-hour battery energy storage system facility at KU's E.W. Brown Generating Station and for approval of their proposed 2024-2030 DSM programs.

The plan includes adding 14 new, adjusted or expanded energy efficiency programs, which would reduce LG&E's and KU's overall need by approximately 100 MW each.

Finally, LG&E and KU requested a declaratory order to confirm that their entry into non-firm energy-only power-purchase agreements for the output of four solar photovoltaic facilities with a combined capacity of 637 MW does not require KPSC approval and that LG&E and KU may recover the costs of the solar PPAs through their fuel adjustment clause mechanisms as previously approved for a prior solar PPA.

LG&E and KU plan to accrue AFUDC on the constructed NGCCs, solar facility in Mercer County, Kentucky and the battery energy storage system facility and have requested regulatory asset treatment to recover the financing costs of these projects.

The plan is consistent with PPL's goal to achieve net-zero carbon emissions by 2050.

The replacement strategy, if approved, would reduce the carbon intensity of LG&E and KU's generation fleet and result in nearly a 25% reduction in CO2 emissions from existing levels.

The KPSC accepted the filing as of January 6, 2023 and has indicated its intention to issue an order on all issues by November 6, 2023.

LG&E and KU cannot predict the outcome of these matters.

On August 4, 2022, the D.C. Circuit Court of Appeals issued an order remanding the proceedings back to the FERC.

On March 11, 2022, KU, certain intervenors and the VSCC staff reached a partial stipulation and recommendation agreement providing KU with an increase in base electricity rates of approximately $7 million based on an authorized 9.4% return on equity.

A hearing on open issues occurred on March 17, 2022.

*(All Registrants)*

PPL's strategy, which is supported by the other Registrants, is to achieve industry-leading performance in safety, reliability,

customer satisfaction and operational efficiency; to advance a clean energy transition while maintaining affordability and

reliability; to maintain a strong financial foundation and create long-term value for our shareowners; to foster a diverse and

exceptional workplace; and to build strong communities in areas that we serve.

In March 2021, PPL entered into definitive agreements that strategically reposition the company as a U.S.-based energy

company focused on building the utilities of the future.

These transactions are intended to strengthen PPL’s credit metrics,

enhance long-term earnings growth and predictability, and provide the company with greater financial flexibility to invest in

sustainable energy solutions.

See Note 9 to the Financial Statements, and the "Sale of the U.K. Utility Business" and "Share Purchase Agreement to Acquire Narragansett Electric" discussions in "Financial and Operational Developments" below for additional information.

*(PPL)*

On March 17, 2021, PPL WPD Limited (WPD Limited) entered into a share purchase agreement (WPD SPA) to sell PPL's U.K. utility business to National Grid Holdings One plc (National Grid U.K.), a subsidiary of National Grid plc.

Pursuant to the WPD SPA, National Grid U.K. would acquire 100% of the issued share capital of PPL WPD Investments Limited (WPD Investments) for £7.8 billion in cash.

WPD Limited would also receive an additional amount of £548,000 for each day during the period from January 1, 2021 to the closing date if the dividends usually declared by WPD Investments to WPD Limited were not paid for that period.

On June 14, 2021, the sale of the U.K. utility business was completed.

The transaction resulted in cash proceeds of $10.7 billion inclusive of foreign currency hedges executed by PPL.

PPL received net proceeds, after taxes and fees, of $10.4 billion, resulting in a pre-tax loss on sale of $1.6 billion.

WPD Limited and National Grid U.K. each made customary representations and warranties in the WPD SPA.

National Grid

U.K., at its expense, purchased warranty and indemnity insurance.

WPD Limited agreed to indemnify National Grid U.K. for

certain tax related matters.

PPL has not had and will not

have any significant involvement with the U.K. utility business after completion of the sale.

Share Purchase Agreement to Acquire Narragansett Electric

On March 17, 2021, PPL and its subsidiary, PPL Energy Holdings, entered into a share purchase agreement (Narragansett SPA) with National Grid USA (National Grid U.S.), a subsidiary of National Grid plc, to acquire 100% of the outstanding shares of common stock of Narragansett Electric for approximately $3.8 billion in cash.

On May 3, 2021, an Assignment and Assumption Agreement was entered into by PPL, PPL Energy Holdings, PPL Rhode Island Holdings and National Grid U.S. whereby certain interests of PPL Energy Holdings in the Narragansett SPA were assigned to and assumed by PPL Rhode Island Holdings.

Pursuant to that Assignment and Assumption Agreement, PPL Rhode Island Holdings became the purchasing entity under the Narragansett SPA.

PPL has agreed to guarantee all obligations of PPL Energy Holdings and PPL Rhode Island Holdings under the Narragansett SPA and the related Assignment and Assumption Agreement.

The closing of the acquisition is subject to the receipt of certain U.S. regulatory approvals or waivers, and other customary conditions to closing.

To date, several required regulatory approvals or waivers have been received, though the order granting the waiver by the Massachusetts Department of Public Utilities is subject to a pending appeal.

PPL anticipates receiving a final order from the Rhode Island Division of Public Utilities and Carriers with respect to the acquisition by March 2022.

The regulatory approvals remain subject to any applicable appeal periods.

The consummation of the transaction is not subject to a financing condition.

Debt Redemption

PPL Capital Funding paid $3.883 billion to tender and/or redeem an aggregate total of $3.484 billion of outstanding debt during 2021, resulting in a loss on extinguishment of $395 million for the year ended December 31, 2021.

Share Repurchases

PPL's Board of Directors authorized share repurchases of up to $3 billion of PPL common shares.

During 2021, PPL repurchased 34.8 million shares at a cost of $1.0 billion.

We have audited the accompanying consolidated balance sheets of PPL Corporation and subsidiaries (the "Company") as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 18, 2022,] [added: 17, 2023,] expressed an unqualified opinion on the Company's internal control over financial reporting.

As discussed in Note 1 to the financial statements, [removed: PPL Corporation] [added: the Company] owns and operates [removed: three] [added: four] cost-based rate-regulated utilities for which rates are set by the Federal Energy Regulatory Commission (FERC), the Kentucky Public Service Commission (KPSC), the Virginia State Corporation Commission (VSCC), [removed: and] the Pennsylvania Public Utility Commission [removed: (PUC)] [added: (PAPUC), and the Rhode Island Public Utilities Commission (RIPUC)] to enable the regulated utilities to recover the costs of providing electric or gas services, as applicable, and to provide a reasonable return to shareholders.

The accounting for regulatory assets and regulatory liabilities is based on specific ratemaking decisions or precedent for each transaction or event as prescribed by the [removed: FERC, KPSC, VSCC,] [added: FERC] and [removed: PUC.][added: PAPUC.]

[removed: As of December] 31, [removed: 2021,] [added: 2022,] PPL [removed: Corporation] [added: Electric] had a recorded regulatory assets balance of [removed: $1,300] [added: $581] million and regulatory liabilities balance of [removed: $2,604] [added: $905] million.

[removed: PPL Corporation’s] [added: The Company’s] regulated utilities’ rates are subject to cost-based rate-setting processes and annual earnings oversight.

Rates are established based on an analysis of the costs incurred and the regulated utility’s capital structure and must be approved by one or more federal or state regulatory commissions, including the [removed: FERC, KPSC, VSCC,] [added: FERC] and [removed: PUC.][added: PAPUC.]

The [removed: FERC, KPSC, VSCC,] [added: FERC] and [removed: PUC] [added: PAPUC] regulation of rates is premised on the full recovery of prudently incurred costs and an adequate return on capital investments.

While [removed: PPL Corporation’s utilities have] [added: the Company has] indicated that [removed: they expect] [added: it expects] to recover costs from customers through regulated rates, there is a risk that the [removed: FERC,] KPSC, VSCC, or [removed: PUC] [added: FERC] will not approve full recovery of such costs or approve recovery on a timely basis in future regulatory decisions.

Our audit procedures related to the uncertainty of future decisions by the [removed: FERC, KPSC, VSCC,] [added: FERC] and [removed: PUC] [added: PAPUC] included the following, among others:

We tested the effectiveness of [removed: management’s] [added: management's] internal controls over the monitoring and evaluation of regulatory developments that may affect the [added: timing and amount of future utility plant retirements and the] likelihood of recovering costs in future rates or of a future reduction in rates.

- We obtained and read relevant regulatory orders issued by the [removed: FERC,] KPSC, VSCC, and [removed: PUC] [added: FERC] for [removed: PPL Corporation’s regulated utilities] [added: the Company] and other public [removed: utilities,] [added: utilities in Kentucky and Virginia,] regulatory statutes, interpretations, procedural memorandums, filings made by [removed: interveners,] [added: intervening parties,] and other publicly available information to assess the likelihood of recovery in future rates or of a future reduction in rates based on precedents of the treatment of similar costs under similar circumstances.

- We evaluated [removed: PPL Corporation’s] [added: the Company’s] disclosures related to the impacts of rate-regulation, including the balances recorded and regulatory developments, in the financial statements.

[removed: Parsippany,] [added: Morristown,] New Jersey

[removed: Parsippany,] [added: Morristown,] New Jersey

We have audited the accompanying consolidated balance sheets of PPL Electric Utilities Corporation and subsidiaries (the "Company") as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the financial statements, PPL Electric Utilities Corporation (PPL Electric) is a cost-based rate-regulated utility for which rates are set by the Federal Energy Regulatory Commission (FERC) and the Pennsylvania Public Utility Commission [removed: (PUC)] [added: (PAPUC)] to enable the regulated utility to recover the costs of providing electric service and to provide a reasonable return to shareholders.

The accounting for regulatory assets and regulatory liabilities is based on specific ratemaking decisions or precedent for each transaction or event as prescribed by the [removed: FERC] [added: FERC, KPSC, VSCC, PAPUC, RIPUC,] and [removed: PUC.][added: Rhode Island Division of Public Utilities]

As of December 31, [removed: 2021, PPL Electric] [added: 2022, the Company] had a recorded regulatory assets balance of [removed: $510] [added: $2,077] million and regulatory liabilities balance of [removed: $712] [added: $3,650] million.

Rates are established based on an analysis of the costs incurred and the regulated utility’s capital structure and must be approved by one or more federal or state regulatory commissions, including the [removed: FERC] [added: FERC, KPSC, VSCC, PAPUC, RIPUC,] and [removed: PUC.][added: Rhode Island Division of Public Utilities and Carriers.]

The [removed: FERC] [added: FERC, KPSC, VSCC, PAPUC, RIPUC,] and [removed: PUC] [added: Rhode Island Division of Public Utilities and Carriers] regulation of rates is premised on the full recovery of prudently incurred costs and an adequate return on capital investments.

While PPL Electric has indicated that it expects to recover costs from customers through regulated rates, there is a risk that the FERC or [removed: PUC] [added: PAPUC] will not approve full recovery of such costs or approve recovery on a timely basis in future regulatory decisions.

Our audit procedures related to the uncertainty of future decisions by the [removed: FERC] [added: FERC, KPSC, VSCC, PAPUC, RIPUC,] and [removed: PUC] [added: Rhode Island Division of Public Utilities and Carriers] included the following, among others:

We tested the effectiveness of management’s internal controls over the monitoring and evaluation of regulatory developments that may affect the [added: timing and amount of future utility plant retirements and the] likelihood of recovering costs in future rates or of a future reduction in rates.

- We obtained and read relevant regulatory orders issued by the FERC and [removed: PUC] [added: PAPUC] for PPL Electric and other public utilities in Pennsylvania, regulatory statutes, interpretations, procedural memorandums, filings made by [removed: interveners,] [added: intervening parties,] and other publicly available information to assess the likelihood of recovery in future rates or of a future reduction in rates based on precedents of the treatment of similar costs under similar circumstances.

We have audited the accompanying balance sheets of Louisville Gas and Electric Company (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related statements of income, equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the financial statements, [removed: Louisville Gas and Electric] [added: the] Company [removed: (LG&E)] is a cost-based rate-regulated utility for which rates are set by the Kentucky Public Service Commission (KPSC) and the Federal Energy Regulatory Commission (FERC) to enable the regulated utility to recover the costs of providing electric or gas services, as applicable, and to provide a reasonable return to shareholders.

The accounting for the economics of rate-regulation [removed: also] impacts [removed: other financial statement line items,] [added: various account balances, disclosures,] including regulated utility plant, [added: regulatory assets and liabilities,] operating revenues, [removed: depreciation,] [added: depreciation] and income [removed: taxes, and impacts][added: taxes.]

As of December 31, [removed: 2021, LG&E] [added: 2022, the Company] had a recorded regulatory assets balance of [removed: $370] [added: $396] million and regulatory liabilities balance of [removed: $839] [added: $840] million.

[removed: LG&E’s] [added: The Company’s] regulated utility’s rates are subject to cost-based rate-setting processes and annual earnings oversight.

While [removed: LG&E] [added: the Company] has indicated that it expects to recover costs from customers through regulated rates, there is a risk that the KPSC or FERC will not approve full recovery of such costs or approve recovery on a timely basis in future regulatory decisions.

- We obtained and read relevant regulatory orders issued by the KPSC and FERC for [removed: LG&E] [added: the Company] and other public utilities in Kentucky, regulatory statutes, interpretations, procedural memorandums, filings made by [removed: interveners,] [added: intervening parties,] and other publicly available information to assess the likelihood of recovery in future rates or of a future reduction in rates based on precedents of the treatment of similar costs under similar circumstances.

We inspected minutes of the [removed: Board] [added: board] of [removed: Directors,] [added: directors,] other public information, regulatory orders and other filings with the [removed: commissions] [added: KPSC and FERC] to identify any evidence that could indicate utility plant may be abandoned.

- We evaluated [removed: LG&E’s] [added: the Company’s] disclosures related to the impacts of rate-regulation, including the balances recorded and regulatory [removed: developments, in the financial statements.][added: developments.]

We have audited the accompanying balance sheets of Kentucky Utilities Company (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related statements of income, equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the financial statements, [removed: Kentucky Utilities] [added: the] Company [removed: (KU)] is a cost-based rate-regulated utility for which rates are set by the Kentucky Public Service Commission (KPSC), the Virginia State Corporation Commission (VSCC), and the Federal Energy Regulatory Commission (FERC) to enable the regulated utility to recover the costs of providing electric [removed: service] [added: service, as applicable,] and to provide a reasonable return to shareholders.

and Carriers.

Current and future regulatory decisions can impact the timing of future utility plant retirements, the rate of return earned on investments, and the timing and amounts of cost recovery.

Goodwill arising from Acquisition of Rhode Island Energy – Refer to Notes 1, 9 and 19 to the Financial Statements

The Company’s balance sheet includes $2,248 million of goodwill as of December 31, 2022, of which $1,586 million was recorded as a result of the acquisition of Rhode Island Energy (the "Acquisition") and assigned to the Company’s reporting units.

To determine the amount of goodwill from the Acquisition assigned to each of the Company’s reporting units, management calculated the fair value of the Kentucky Regulated and the Pennsylvania Regulated reporting units with-and-without the expected benefit to those reporting units from the Acquisition.

The difference in the fair values of the Kentucky Regulated and Pennsylvania Regulated reporting units with-and-without the expected benefit from the Acquisition represents goodwill derived from the Acquisition and was assigned to the respective reporting units.

The remainder of the goodwill from the Acquisition was assigned to the Rhode Island Regulated reporting unit.

We identified the assignment of goodwill from the Acquisition to the Company’s reporting units as a critical audit matter due to the significant judgments made by management to determine the amount assigned to each reporting unit.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the assignment of goodwill to the Company’s reporting units.

Our audit procedures related to the amount of goodwill from the Acquisition assigned to each of the Company’s reporting units based on management’s fair value calculation included the following, among others:

- We tested the effectiveness of management’s internal controls over their assignment of goodwill from the Acquisition to each reporting unit, including those over the determination of the fair value calculated based on a with-and-without expected benefit.

- We evaluated the reasonableness of management’s expected benefit by comparing to:

◦Historical results.

◦Internal communications to management and the board of directors.

◦Information included in the Company’s press releases as well as in analyst and industry reports for the Company.

- With the assistance of our fair value specialists, we evaluated the reasonableness of the amount of goodwill from the Acquisition assigned to each reporting unit based on management’s fair value calculation by:

◦Testing the source information underlying the determination of discount and growth rates.

◦Testing the mathematical accuracy of the calculation.

February 17, 2023

As of December

Current and future regulatory decisions can impact the rate of return earned on investments and the timing and amounts of cost recovery.

February 17, 2023

The accounting for the economics of rate-regulation impacts various account balances and disclosures, including regulated utility plant, regulatory assets and liabilities, operating revenues, depreciation, and income taxes.

Current and future regulatory decisions can impact the timing of future utility plant retirements, the rate of return earned on investments, and the timing and amounts of cost recovery.

February 17, 2023

*Critical Audit Matter Description*

The accounting for the economics of rate-regulation impacts various account balances and disclosures, including regulated utility plant, regulatory assets and liabilities, operating revenues, depreciation,

and income taxes.

Current and future regulatory decisions can impact the timing of future utility plant retirements, the rate of return earned on investments, and the timing and amounts of cost recovery.

*How the Critical Audit Matter Was Addressed in the Audit*

February 17, 2023

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareowners and the Board of Directors of PPL Corporation

Basis for Opinion

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

The accounting for the economics of rate-regulation also impacts other financial statement line items,

including regulated utility plant, operating revenues, depreciation, and income taxes and impacts multiple note disclosures.

Decisions to be made by the FERC, KPSC, VSCC, and PUC in the future will impact the accounting for regulated operations, including decisions about the amount of allowable costs and return on invested capital included in rates and any refunds that may be required.

/s/ Deloitte & Touche LLP

February 18, 2022

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of PPL Corporation and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated February 18, 2022, expressed an unqualified opinion on those financial statements.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting at Item 9A.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

February 18, 2022

The accounting for the economics of rate-regulation also impacts other financial statement line items, including

regulated utility plant, operating revenues, depreciation, and income taxes, and impacts multiple note disclosures.

Decisions to be made by the FERC and PUC in the future will impact the accounting for regulated operations, including decisions about the amount of allowable costs and return on invested capital included in rates and any refunds that may be required.

Parsippany, New Jersey

February 18, 2022

multiple note disclosures.

Decisions to be made by the KPSC and FERC in the future will impact the accounting for regulated operations, including decisions about the amount of allowable costs and return on invested capital included in rates and any refunds that may be required.

February 18, 2022

impacts multiple note disclosures.

Decisions to be made by the KPSC, VSCC, and FERC in the future will impact the accounting for regulated operations, including decisions about the amount of allowable costs and return on invested capital included in rates and any refunds that may be required.

February 18, 2022

[removed: *PPL*,] [added: PPL,] headquartered in Allentown, Pennsylvania, is a utility holding company, incorporated in [removed: 1994, in connection with the deregulation of electricity generation in Pennsylvania,] [added: 1994] to serve as the [removed: parent] [added: holding] company [removed: to] [added: for] the regulated [removed: utility,] [added: utility that is now] PPL [removed: Electric, and to generation] [added: Electric] and [added: pursue] other [removed: unregulated] business [removed: activities.][added: activities in the deregulated power sector.]

PPL, through its regulated utility subsidiaries, delivers electricity to customers in Pennsylvania, [removed: Kentucky] [added: Kentucky, Virginia,] and [removed: Virginia;] [added: Rhode Island;] delivers natural gas to customers in [removed: Kentucky;] [added: Kentucky] and [added: Rhode Island; and] generates electricity from power plants in Kentucky.

PPL's principal subsidiaries at December 31, [removed: 2021] [added: 2022] are shown below (* denotes a Registrant).

| | | | PPL Electric* *Engages in the regulated transmission and distribution of electricity in Pennsylvania* | | | | | | | | | | | | | | | | | | LKE *A holding company that owns regulated utility operations through its subsidiaries, LG&E and KU* | | | | | | | | | | | | | | | | | | [removed: PPL Capital Funding *Provides financing for] [added: RIE *Engages in] the [removed: operations] [added: regulated transmission, distribution and sale] of [removed: PPL] [added: electricity] and [removed: certain subsidiaries*] [added: regulated distribution and sale of natural gas in Rhode Island*] | | | | | | | | | | | | | | |

| | | | Pennsylvania Regulated Segment | | | | | | | | | | | | | | | | | | Kentucky Regulated Segment | | | | | | | | | | | | | | | | | | [added: Rhode Island Regulated Segment] | | | | | | | | | | | | | | |

PPL Electric is subject to regulation as a public utility by the [removed: PUC,] [added: PAPUC,] and certain of its transmission activities are subject to the jurisdiction of the FERC under the Federal Power Act.

KU is subject to regulation as a public utility by the KPSC and the VSCC, and certain of its transmission and wholesale power activities are subject to the jurisdiction [removed: of the FERC under the Federal Power Act.]

PPL is organized into [removed: two] [added: three] reportable segments as depicted in the chart above: Kentucky Regulated, which primarily represents the results of LG&E and KU, [removed: and] Pennsylvania Regulated, which primarily represents the results of PPL [removed: Electric.][added: Electric, and Rhode Island Regulated, which primarily represents the results of RIE.]

"Corporate and Other" primarily includes financing [added: and other] costs incurred at the corporate level that have not been allocated or assigned to the [removed: segments.][added: segments, as well as certain non-recoverable costs resulting from commitments made to the Rhode Island Division of Public Utilities and Carriers and the Attorney General of the State of Rhode Island in conjunction with the acquisition of Narragansett Electric.]

| | | | Kentucky | | | | | | Pennsylvania | | | [added: | | | Rhode Island | | |]

| | | | Regulated | | | | | | Regulated | | | [added: | | | Regulated (a) | | |]

| For the year ended December 31, [removed: 2021:] [added: 2022:] | | | | | | | | | | | | [added: | | | | | |]

| Net Income (in millions) | | | $ | [removed: 468] [added: 507] | | | | | $ | [removed: 445] [added: 525] | | [added: | | | $ | (44) | |]

| Regulatory Asset Base (in billions) [removed: (a)] [added: (b)] | | | $ | [removed: 11.3] [added: 11.7] | | | | | $ | [removed: 8.9] [added: 9.3] | | [added: | | | $ | 3.2 | |]

| Service area (in square miles) | | | [removed: 9,400] [added: 8,000] | | | | | | 10,000 | | | [added: | | | 1,200 | | |]

[removed: (a)Represents] [added: (b)Represents] capitalization for Kentucky [removed: Regulated and] [added: Regulated,] rate base for Pennsylvania [added: Regulated and Rhode Island] Regulated.

LG&E provides [removed: electricity] [added: electric] service to approximately [removed: 429,000] [added: 433,000] customers in Louisville and adjacent areas in Kentucky, covering approximately 700 square miles in nine counties and provides natural gas service to approximately [removed: 333,000] [added: 334,000] customers in its [removed: electricity] [added: electric] service area and eight additional counties in Kentucky.

[removed: KU provides electric service to approximately 538,000 customers in 77 counties in central,] southeastern and western Kentucky and approximately 28,000 customers in five counties in southwestern Virginia, covering approximately 4,800 non-contiguous square miles.

There are currently no other electric public utilities operating within the [removed: electricity] [added: electric] service areas of LG&E and KU.

At December 31, [removed: 2021,] [added: 2022,] LG&E owned generating capacity of 2,760 MW and KU owned generating capacity of 4,775 MW.

During [removed: 2021,] [added: 2022,] LG&E's and KU's power plants generated the following amounts of electricity:

| Solar | | | [removed: 7] [added: 8] | | | | | | 12 | | |

(a)This generation represents [removed: increases] [added: an increase] for LG&E [added: of 5%] and [added: a decrease for] KU of [removed: 4% and 5%] [added: 1%] from [removed: 2020] [added: 2021] output.

Due to environmental requirements and energy efficiency measures, as of December 31, [removed: 2021,] [added: 2022,] LG&E and KU have retired approximately 1,200 MW of coal-fired generation plants since 2010.

[removed: Construction] commences, in 500-kilowatt phases, when subscription is complete.

Construction of [removed: four] [added: five] 500-kilowatt phases was completed as of December 31, [removed: 2021.][added: 2022.]

The generation facility is currently expected to be operational in the [removed: second] [added: fourth] quarter of [removed: 2023.][added: 2024.]

LG&E and KU have entered into coal supply agreements with various suppliers for coal deliveries through [removed: 2026] [added: 2027] and augment their coal supply agreements with spot market purchases, as needed.

Without this storage capacity, LG&E would need to purchase additional natural gas and pipeline transportation services during winter months when customer demand increases and the [removed: prices for] [added: cost of] natural gas supply and [added: pipeline] transportation services are expected to be higher.

At December 31, [removed: 2021,] [added: 2022,] LG&E had [removed: 12] [added: 10] Bcf of natural gas stored underground with a carrying value of [removed: $54] [added: $68] million.

LG&E has [added: a set of] contracts with one pipeline that are subject to termination by LG&E between [removed: 2023] [added: 2025] and [removed: 2026.][added: 2028.]

[added: One contract is for] pipeline capacity through 2026 for 60,000 MMBtu/day during both the winter and summer seasons.

LG&E has a single contract with a second pipeline with a total capacity of 20,000 MMBtu/day during both the winter and summer seasons that expires in [removed: 2023.][added: 2030.]

LG&E is subject to the jurisdiction of the KPSC and [added: the] FERC, and KU is subject to the jurisdiction of the KPSC, [added: the] FERC and [added: the] VSCC.

KU's rates to [added: two] municipal customers for wholesale power requirements are calculated based on annual updates to a formula rate that utilizes a return on rate base (net utility plant plus working capital less accumulated deferred income taxes and miscellaneous deductions).

PPL Electric delivers electricity to approximately [removed: 1.4] [added: 1.5] million customers in a 10,000-square mile territory in 29 counties within eastern and central Pennsylvania.

PPL Electric is authorized to provide electric public utility service throughout its service area as a result of grants by the Commonwealth of Pennsylvania in corporate charters to PPL Electric and companies [removed: which] [added: that] it has succeeded, and as a result of certification by the [removed: PUC.][added: PAPUC.]

Pursuant to authorizations from the Commonwealth of Pennsylvania and the [removed: PUC,] [added: PAPUC,] PPL Electric operates a regulated distribution monopoly in its service area.

Therefore, no return is earned on the related assets unless specifically provided for by the [removed: PUC.][added: PAPUC.]

Pennsylvania's Alternative Energy Portfolio Standard (AEPS) requires [removed: electricity] [added: electric] distribution companies and electricity generation suppliers to obtain from alternative energy resources a portion of the electricity sold to retail customers in Pennsylvania.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | PPL Capital Funding *Provides financing for the operations of PPL and certain subsidiaries* | | | | | | | | | | | | | | |

of the FERC under the Federal Power Act.

| Operating Revenues (in billions) | | | $ | 3.8 | | | | | $ | 3.0 | | | | | $ | 1.0 | |

| Electricity delivered (GWh) | | | 30,892 | | | | | | 37,593 | | | | | | 4,494 | | |

| Natural gas delivered (Bcf) | | | 31 | | | | | | — | | | | | | 14 | | |

| At December 31, 2022: | | | | | | | | | | | | | | | | | |

| Customers (in millions) | | | 1.3 | | | | | | 1.5 | | | | | | 0.8 | | |

(a)On May 25, 2022, PPL Rhode Island Holdings acquired 100% of the outstanding shares of common stock of Narragansett Electric.

The results of RIE are included in PPL’s Rhode Island Regulated segment.

The amount for Rhode Island Regulated excludes acquisition-related adjustments for non-earning assets.

Beginning on January 1, 2023, the Kentucky Regulated segment will consist primarily of the regulated electricity generation, transmission and distribution operations conducted by LG&E and KU, as well as LG&E's regulated distribution and sale of natural gas.

Prior to January 1, 2023, the Kentucky Regulated segment also included the financing activities of LKE.

The financing activity of LKE will be presented in Corporate and Other beginning on January 1, 2023.

As a result of this change, beginning on January 1, 2023, PPL’s segments will consist of the regulated operations of Kentucky, Pennsylvania and Rhode Island and will exclude any incremental financing activities of holding companies, which Management believes is a more meaningful presentation as it provides information on the core regulated operations of PPL.

KU provides electric service to approximately 541,000 customers in 77 counties in central,

| Coal | | | 10,488 | | | | | | 13,880 | | |

| Oil | | | — | | | | | | 6 | | |

| Gas | | | 1,816 | | | | | | 5,039 | | |

| Hydro | | | 278 | | | | | | 61 | | |

| Total (a) | | | 12,590 | | | | | | 18,998 | | |

Construction

In 2020, the KPSC approved LG&E’s and KU’s applications.

On December 15, 2022, LG&E and KU filed an application with the KPSC for a CPCN for the construction of two 621 MW net summer rating NGCC combustion turbine facilities, one at LG&E's Mill Creek Generating Station in Jefferson County, Kentucky and the other at KU's E.W. Brown Generating Station in Mercer County, Kentucky, including on-site natural gas and electric transmission construction associated with those facilities and site compatibility certificates.

LG&E and KU also applied for a CPCN to construct a 120 MWac solar photovoltaic electric generating facility in Mercer County, Kentucky, and for a CPCN to acquire a 120 MWac solar facility to be built by a third-party solar developer in Marion County, Kentucky.

LG&E and KU further applied for a CPCN to construct a 125 MW, 4-hour battery energy storage system facility at KU's E.W. Brown Generating Station and for approval of their proposed 2024-2030 DSM programs.

The plan includes adding 14 new, adjusted or expanded energy efficiency programs, which would reduce LG&E's and KU's overall need by approximately 100 MW each.

Finally, LG&E and KU requested a declaratory order to confirm that their entry into non-firm energy-only power-purchase agreements for the output of four solar photovoltaic facilities with a combined capacity of 637 MW does not require KPSC approval and that LG&E and KU may recover the costs of the solar PPAs through their fuel adjustment clause mechanisms as previously approved for a prior solar PPA.

LG&E and KU plan to accrue AFUDC on the constructed NGCCs, solar facility in Mercer County, Kentucky and the battery energy storage system facility and have requested regulatory asset treatment to recover the financing costs of these projects.

The new NGCC would be jointly owned by LG&E (31%) and KU (69%) and the solar units would be jointly owned by LG&E (37%) and KU (63%), the battery storage unit would be owned by LG&E, and the proposed PPA transactions and DSM programs would be entered into or conducted jointly by LG&E and KU, consistent with LG&E and KU's shared dispatch, cost allocation, tariff or other frameworks.

The filing also notes planned retirement dates for certain existing coal-fired generation units, including Mill Creek 1 (300 MW) in 2024 and E.W. Brown 3 (412 MW) in 2028, and updates and advances the planned retirement dates for Mill Creek 2 (297 MW) to 2027 and Ghent 2 (486 MW) to 2028.

LG&E and KU anticipate the recovery of associated retirement costs, including the remaining net book value, for these coal-fired generating units through the RAR or other rate mechanisms.

The KPSC accepted the filing as of January 6, 2023 and has indicated its intention to issue an order on all issues by November 6, 2023.

LG&E will continue work in 2023 on a multi-year project to retire one of its underground natural gas storage fields with a working natural gas capacity of 4 Bcf, with plans to complete by no later than 2025.

LG&E has two additional contracts with this same pipeline.

The other contract is for pipeline capacity through 2028 for 30,000 MMBtu/day during the winter season.

Through December 31, 2022, four auctions of the plan were completed.

Rhode Island Regulated Segment *(PPL)*

*The Rhode Island Regulated segment consists primarily of the regulated electricity transmission and distribution operations and regulated distribution and sale of natural gas conducted by RIE.*

RIE is engaged in the regulated transmission, distribution and sale of electricity and regulated distribution and sale of natural gas in Rhode Island.

RIE provides electric service to approximately 480,000 customers and natural gas service to approximately 270,000 customers.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Operating Revenues (in billions) | | | $ | 3.3 | | | | | $ | 2.4 | |

| Electricity delivered (GWh) | | | 30,317 | | | | | | 37,005 | | |

| At December 31, 2021: | | | | | | | | | | | |

| End-users (in millions) | | | 1.3 | | | | | | 1.4 | | |

The sale of the U.K. utility business, which substantially represented PPL’s U.K. Regulated segment as reported in prior years, was completed on June 14, 2021, pursuant to a share purchase agreement entered into on March 17, 2021.

As a result, PPL determined segment information for the U.K. Regulated segment would no longer be provided beginning with the Form 10-Q for the quarter ended March 31, 2021.

| | | | | | | | | | | | |

| Coal | | | 10,297 | | | | | | 14,718 | | |

| Gas | | | 1,395 | | | | | | 4,382 | | |

| Hydro | | | 263 | | | | | | 89 | | |

| Total (a) | | | 11,962 | | | | | | 19,201 | | |

The subscription for the fifth 500-kilowatt phase was completed with construction expected to be completed in 2022.

On May 8, 2020, the KPSC issued an order approving LG&E’s and KU’s applications with certain modifications.

LG&E and KU requested reconsideration of limited portions of the KPSC's Order and on December 16, 2020, the KPSC amended their original order.

With this same pipeline, LG&E also has another contract for

In April 2014, certain municipalities submitted notices of termination to cease taking power under the wholesale requirements contracts.

KU's service to eight municipalities terminated effective April 30, 2019.

KU continues to provide service to two municipalities.

The PUC continues to favor expanding the competitive market for electricity.

The first two auctions of the plan were completed in 2021.

All contracts from previous default service plans concluded on or before November 30, 2021.

The financing costs associated primarily with PPL Capital Funding's securities issuances, with certain exceptions, have not been directly assigned or allocated to any segment.

The financial results of Safari Energy are also reported within Corporate and Other.

The CSAPR revisions are aimed at ensuring compliance with the 2008 ozone NAAQS, so additional nitrogen oxide emission reductions could potentially be required for compliance with the revised 2015 ozone NAAQS.

PPL, LG&E and KU do not currently expect the impact of the CSAPR revisions on operations to be material.

There is continuing world-wide attention focused on issues related to climate change.

In 2015, 195 nations, including the U.S., signed the Paris Agreement on Climate, establishing non-binding targets to reduce GHG emissions from both developed and developing nations.

In 2017, President Trump announced a U.S. withdrawal from the Paris Agreement, effective November 2020.

In January 2021, the Biden presidential administration initiated the process to rejoin the Paris Agreement, which was completed in February 2021.

The Biden administration also issued executive orders directing agencies to conduct a general review of regulations and executive actions relating to the environment and reestablished a framework for considering the social cost of carbon as part of certain agency cost-benefit analyses for new regulations.

Certain of the efforts announced by the Biden administration are preliminary or ongoing in nature.

Additionally, there are ongoing efforts by various state and local governments to assess potential changes to legislation, rules, policies, directives, and other requirements applicable to greenhouse gas emissions.

*The EPA's Affordable Clean Energy Rule (PPL, LG&E and KU)*

In July 2019, the EPA repealed the Clean Power Plan and finalized the Affordable Clean Energy (ACE) Rule which gives states broad latitude to establish emission guidelines providing for plant-specific efficiency upgrades or "heat-rate improvements" to reduce GHG emissions per unit of electricity generated.

Various entities filed petitions for review and petitions for reconsideration.

On January 19, 2021, the D.C. Circuit Court issued an opinion finding that the EPA had erroneously repealed the Clean Power Plan.

The D.C Circuit Court's opinion also vacated and remanded the ACE Rule to the EPA.

| ☒ | | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, [removed: 2021] [added: 2022] | | |

As of June 30, [removed: 2021,] [added: 2022,] PPL Corporation had [removed: 769,564,404] [added: 736,157,176] shares of its $0.01 par value Common Stock outstanding.

The aggregate market value of these common shares (based upon the closing price of these shares on the New York Stock Exchange on that date) held by non-affiliates was [removed: $21,524,716,380.][added: $19,971,944,185.]

As of January 31, [removed: 2022,] [added: 2023,] PPL Corporation had [removed: 735,361,885] [added: 736,677,854] shares of its $0.01 par value Common Stock outstanding.

As of January 31, [removed: 2022,] [added: 2023,] PPL Corporation held all 66,368,056 outstanding common shares, no par value, of PPL Electric Utilities Corporation.

As of January 31, [removed: 2022,] [added: 2023,] LG&E and KU Energy LLC held all 21,294,223 outstanding common shares, no par value, of Louisville Gas and Electric Company.

As of January 31, [removed: 2022,] [added: 2023,] LG&E and KU Energy LLC held all 37,817,878 outstanding common shares, no par value, of Kentucky Utilities Company.

PPL Corporation has incorporated herein by reference certain sections of PPL Corporation's [removed: 2022] [added: 2023] Notice of Annual Meeting and Proxy Statement, which will be filed with the Securities and Exchange Commission not later than 120 days after December 31, [removed: 2021] [added: 2022] and which will provide the information required by Part III of this Report.

FOR THE YEAR ENDED DECEMBER 31, [removed: 2021][added: 2022]

| | | | | | | [Glossary of Terms and [removed: Abbreviations](#ib14821098d2144cb8e07f05335bc2031_10)] [added: Abbreviations](#iae925efb56ca4e84bab4c297b2c58160_10)] | | | [removed: [i](#ib14821098d2144cb8e07f05335bc2031_10)] [added: [i](#iae925efb56ca4e84bab4c297b2c58160_10)] | | |

| | | | | | | [Forward-Looking [removed: Information](#ib14821098d2144cb8e07f05335bc2031_16)] [added: Information](#iae925efb56ca4e84bab4c297b2c58160_16)] | | | [removed: [1](#ib14821098d2144cb8e07f05335bc2031_16)] [added: [1](#iae925efb56ca4e84bab4c297b2c58160_16)] | | |

| 1A. | | | | | | [Risk [removed: Factors](#ib14821098d2144cb8e07f05335bc2031_25)] [added: Factors](#iae925efb56ca4e84bab4c297b2c58160_25)] | | | [removed: [15](#ib14821098d2144cb8e07f05335bc2031_25)] [added: [18](#iae925efb56ca4e84bab4c297b2c58160_25)] | | |

| 1B. | | | | | | [Unresolved Staff [removed: Comments](#ib14821098d2144cb8e07f05335bc2031_28)] [added: Comments](#iae925efb56ca4e84bab4c297b2c58160_28)] | | | [removed: [22](#ib14821098d2144cb8e07f05335bc2031_28)] [added: [25](#iae925efb56ca4e84bab4c297b2c58160_28)] | | |

| 3. | | | | | | [Legal [removed: Proceedings](#ib14821098d2144cb8e07f05335bc2031_34)] [added: Proceedings](#iae925efb56ca4e84bab4c297b2c58160_34)] | | | [removed: [24](#ib14821098d2144cb8e07f05335bc2031_34)] [added: [27](#iae925efb56ca4e84bab4c297b2c58160_34)] | | |

| 4. | | | | | | [Mine Safety [removed: Disclosures](#ib14821098d2144cb8e07f05335bc2031_37)] [added: Disclosures](#iae925efb56ca4e84bab4c297b2c58160_37)] | | | [removed: [24](#ib14821098d2144cb8e07f05335bc2031_37)] [added: [27](#iae925efb56ca4e84bab4c297b2c58160_37)] | | |

| 5. | | | | | | [Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ib14821098d2144cb8e07f05335bc2031_43)] [added: Securities](#iae925efb56ca4e84bab4c297b2c58160_43)] | | | [removed: [25](#ib14821098d2144cb8e07f05335bc2031_43)] [added: [28](#iae925efb56ca4e84bab4c297b2c58160_43)] | | |

| 6. | | | | | | [Selected Financial and Operating [removed: Data](#ib14821098d2144cb8e07f05335bc2031_46)] [added: Data](#iae925efb56ca4e84bab4c297b2c58160_46)] | | | [removed: [25](#ib14821098d2144cb8e07f05335bc2031_46)] [added: [28](#iae925efb56ca4e84bab4c297b2c58160_46)] | | |

| 7. | | | | | | [Combined Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ib14821098d2144cb8e07f05335bc2031_49)] [added: Operations](#iae925efb56ca4e84bab4c297b2c58160_49)] | | | [removed: [26](#ib14821098d2144cb8e07f05335bc2031_49)] [added: [29](#iae925efb56ca4e84bab4c297b2c58160_49)] | | |

| | | | | | | [Business [removed: Strategy](#ib14821098d2144cb8e07f05335bc2031_55)] [added: Strategy](#iae925efb56ca4e84bab4c297b2c58160_55)] | | | [removed: [26](#ib14821098d2144cb8e07f05335bc2031_55)] [added: [29](#iae925efb56ca4e84bab4c297b2c58160_55)] | | |

| | | | | | | [Financial and Operational [removed: Developments](#ib14821098d2144cb8e07f05335bc2031_58)] [added: Developments](#iae925efb56ca4e84bab4c297b2c58160_58)] | | | [removed: [27](#ib14821098d2144cb8e07f05335bc2031_58)] [added: [30](#iae925efb56ca4e84bab4c297b2c58160_58)] | | |

| | | | | | | [Results of [removed: Operations](#ib14821098d2144cb8e07f05335bc2031_61)] [added: Operations](#iae925efb56ca4e84bab4c297b2c58160_61)] | | | [removed: [30](#ib14821098d2144cb8e07f05335bc2031_61)] [added: [32](#iae925efb56ca4e84bab4c297b2c58160_61)] | | |

| | | | | | | [PPL Corporation and Subsidiaries - Statement of Income Analysis, Segment Earnings and Adjusted Gross [removed: Margins](#ib14821098d2144cb8e07f05335bc2031_64)] [added: Margins](#iae925efb56ca4e84bab4c297b2c58160_64)] | | | [removed: [31](#ib14821098d2144cb8e07f05335bc2031_64)] [added: [33](#iae925efb56ca4e84bab4c297b2c58160_64)] | | |

| | | | | | | [PPL Electric Utilities Corporation and Subsidiaries - Statement of Income [removed: Analysis](#ib14821098d2144cb8e07f05335bc2031_67)] [added: Analysis](#iae925efb56ca4e84bab4c297b2c58160_67)] | | | [removed: [40](#ib14821098d2144cb8e07f05335bc2031_67)] [added: [43](#iae925efb56ca4e84bab4c297b2c58160_67)] | | |

| | | | | | | [Louisville Gas and Electric Company - Statement of Income [removed: Analysis](#ib14821098d2144cb8e07f05335bc2031_73)] [added: Analysis](#iae925efb56ca4e84bab4c297b2c58160_70)] | | | [removed: [41](#ib14821098d2144cb8e07f05335bc2031_73)] [added: [44](#iae925efb56ca4e84bab4c297b2c58160_70)] | | |

| | | | | | | [Kentucky Utilities Company - Statement of Income [removed: Analysis](#ib14821098d2144cb8e07f05335bc2031_76)] [added: Analysis](#iae925efb56ca4e84bab4c297b2c58160_73)] | | | [removed: [42](#ib14821098d2144cb8e07f05335bc2031_76)] [added: [45](#iae925efb56ca4e84bab4c297b2c58160_73)] | | |

| | | | | | | [Financial [removed: Condition](#ib14821098d2144cb8e07f05335bc2031_79)] [added: Condition](#iae925efb56ca4e84bab4c297b2c58160_76)] | | | [removed: [43](#ib14821098d2144cb8e07f05335bc2031_79)] [added: [46](#iae925efb56ca4e84bab4c297b2c58160_76)] | | |

| | | | | | | [Liquidity and Capital [removed: Resources](#ib14821098d2144cb8e07f05335bc2031_82)] [added: Resources](#iae925efb56ca4e84bab4c297b2c58160_79)] | | | [removed: [43](#ib14821098d2144cb8e07f05335bc2031_82)] [added: [46](#iae925efb56ca4e84bab4c297b2c58160_79)] | | |

| | | | | | | [Risk [removed: Management](#ib14821098d2144cb8e07f05335bc2031_85)] [added: Management](#iae925efb56ca4e84bab4c297b2c58160_82)] | | | [removed: [53](#ib14821098d2144cb8e07f05335bc2031_85)] [added: [56](#iae925efb56ca4e84bab4c297b2c58160_82)] | | |

| | | | | | | [Related Party [removed: Transactions](#ib14821098d2144cb8e07f05335bc2031_91)] [added: Transactions](#iae925efb56ca4e84bab4c297b2c58160_88)] | | | [removed: [55](#ib14821098d2144cb8e07f05335bc2031_91)] [added: [58](#iae925efb56ca4e84bab4c297b2c58160_88)] | | |

| | | | | | | [Acquisitions, Developments and [removed: Divestitures](#ib14821098d2144cb8e07f05335bc2031_94)] [added: Divestitures](#iae925efb56ca4e84bab4c297b2c58160_91)] | | | [removed: [56](#ib14821098d2144cb8e07f05335bc2031_94)] [added: [58](#iae925efb56ca4e84bab4c297b2c58160_91)] | | |

| | | | | | | [Environmental [removed: Matters](#ib14821098d2144cb8e07f05335bc2031_97)] [added: Matters](#iae925efb56ca4e84bab4c297b2c58160_94)] | | | [removed: [56](#ib14821098d2144cb8e07f05335bc2031_97)] [added: [58](#iae925efb56ca4e84bab4c297b2c58160_94)] | | |

| | | | | | | [New Accounting [removed: Guidance](#ib14821098d2144cb8e07f05335bc2031_109)] [added: Guidance](#iae925efb56ca4e84bab4c297b2c58160_106)] | | | [removed: [57](#ib14821098d2144cb8e07f05335bc2031_109)] [added: [59](#iae925efb56ca4e84bab4c297b2c58160_106)] | | |

| | | | | | | [Application of Critical Accounting [removed: Policies](#ib14821098d2144cb8e07f05335bc2031_112)] [added: Policies](#iae925efb56ca4e84bab4c297b2c58160_109)] | | | [removed: [57](#ib14821098d2144cb8e07f05335bc2031_112)] [added: [59](#iae925efb56ca4e84bab4c297b2c58160_109)] | | |

| 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ib14821098d2144cb8e07f05335bc2031_118)] [added: Risk](#iae925efb56ca4e84bab4c297b2c58160_115)] | | | [removed: [61](#ib14821098d2144cb8e07f05335bc2031_118)] [added: [63](#iae925efb56ca4e84bab4c297b2c58160_115)] | | |

| | | | | | | [Reports of Independent Registered Public [removed: Accounting](#ib14821098d2144cb8e07f05335bc2031_121) [Firms (PCAO](#ib14821098d2144cb8e07f05335bc2031_121)[B ID](#ib14821098d2144cb8e07f05335bc2031_121) [No.](#ib14821098d2144cb8e07f05335bc2031_121) 34[)](#ib14821098d2144cb8e07f05335bc2031_121)] [added: Accounting Firms (PCAOB ID No.](#iae925efb56ca4e84bab4c297b2c58160_118) 34[)](#iae925efb56ca4e84bab4c297b2c58160_118)] | | | [removed: [62](#ib14821098d2144cb8e07f05335bc2031_121)] [added: [64](#iae925efb56ca4e84bab4c297b2c58160_118)] | | |

| | | | | | | [Consolidated Statements of [added: Comprehensive] Income for the years ended December [removed: 31,](#ib14821098d2144cb8e07f05335bc2031_133) [2021, 2020] [added: 31,](#iae925efb56ca4e84bab4c297b2c58160_133) [2022, 2021] and [removed: 20](#ib14821098d2144cb8e07f05335bc2031_133)[19](#ib14821098d2144cb8e07f05335bc2031_133)] [added: 2020](#iae925efb56ca4e84bab4c297b2c58160_130)] | | | [removed: [72](#ib14821098d2144cb8e07f05335bc2031_133)] [added: [75](#iae925efb56ca4e84bab4c297b2c58160_133)] | | |

| | | | | | | [Consolidated Statements of [removed: Comprehensive] Income for the years ended December [removed: 31,](#ib14821098d2144cb8e07f05335bc2031_136) [](#ib14821098d2144cb8e07f05335bc2031_136)[2021, 2020] [added: 31,](#iae925efb56ca4e84bab4c297b2c58160_148) [2022, 2021] and [removed: 201](#ib14821098d2144cb8e07f05335bc2031_133)[9](#ib14821098d2144cb8e07f05335bc2031_133)] [added: 2020](#iae925efb56ca4e84bab4c297b2c58160_130)] | | | [removed: [73](#ib14821098d2144cb8e07f05335bc2031_136)] [added: [81](#iae925efb56ca4e84bab4c297b2c58160_148)] | | |

| | | | | | | [Consolidated Statements of Cash Flows for the years ended December [removed: 31,](#ib14821098d2144cb8e07f05335bc2031_139) [](#ib14821098d2144cb8e07f05335bc2031_139)[2021, 2020] [added: 31,](#iae925efb56ca4e84bab4c297b2c58160_136) [2022, 2021] and [removed: 2019](#ib14821098d2144cb8e07f05335bc2031_133)] [added: 2020](#iae925efb56ca4e84bab4c297b2c58160_130)] | | | [removed: [74](#ib14821098d2144cb8e07f05335bc2031_139)] [added: [76](#iae925efb56ca4e84bab4c297b2c58160_136)] | | |

| | | | | | | [Consolidated Balance Sheets at December 31, [removed: 202](#ib14821098d2144cb8e07f05335bc2031_142)[1](#ib14821098d2144cb8e07f05335bc2031_142)] [added: 202](#iae925efb56ca4e84bab4c297b2c58160_139)[2](#iae925efb56ca4e84bab4c297b2c58160_139)] [and [removed: 20](#ib14821098d2144cb8e07f05335bc2031_142)[20](#ib14821098d2144cb8e07f05335bc2031_142)] [added: 2](#iae925efb56ca4e84bab4c297b2c58160_139)[021](#iae925efb56ca4e84bab4c297b2c58160_139)] | | | [removed: [75](#ib14821098d2144cb8e07f05335bc2031_142)] [added: [77](#iae925efb56ca4e84bab4c297b2c58160_139)] | | |

| | | | | | | [Consolidated Statements of Equity for the years ended December [removed: 31,](#ib14821098d2144cb8e07f05335bc2031_145) [](#ib14821098d2144cb8e07f05335bc2031_145)[2021, 2020] [added: 31,](#iae925efb56ca4e84bab4c297b2c58160_142) [2022, 2021] and [removed: 2019](#ib14821098d2144cb8e07f05335bc2031_133)] [added: 2020](#iae925efb56ca4e84bab4c297b2c58160_130)] | | | [removed: [77](#ib14821098d2144cb8e07f05335bc2031_145)] [added: [79](#iae925efb56ca4e84bab4c297b2c58160_142)] | | |

| 1. | | | | | | [Business](#iae925efb56ca4e84bab4c297b2c58160_22) | | | [3](#iae925efb56ca4e84bab4c297b2c58160_22) | | |

| 2. | | | | | | [Properties](#iae925efb56ca4e84bab4c297b2c58160_31) | | | [26](#iae925efb56ca4e84bab4c297b2c58160_31) | | |

| | | | | | | [Overview](#iae925efb56ca4e84bab4c297b2c58160_52) | | | [29](#iae925efb56ca4e84bab4c297b2c58160_52) | | |

| | | | | | | [Sustainability](#iae925efb56ca4e84bab4c297b2c58160_97) | | | [58](#iae925efb56ca4e84bab4c297b2c58160_97) | | |

| | | | | | | [Cybersecurity](#iae925efb56ca4e84bab4c297b2c58160_100) | | | [59](#iae925efb56ca4e84bab4c297b2c58160_100) | | |

| | | | | | | [Competition](#iae925efb56ca4e84bab4c297b2c58160_103) | | | [59](#iae925efb56ca4e84bab4c297b2c58160_103) | | |

| | | | | | | [Other Information](#iae925efb56ca4e84bab4c297b2c58160_112) | | | [63](#iae925efb56ca4e84bab4c297b2c58160_112) | | |

| | | | | | | [Consolidated Statements of Income for the years ended December 31, 202](#iae925efb56ca4e84bab4c297b2c58160_130)[2](#iae925efb56ca4e84bab4c297b2c58160_130)[, 202](#iae925efb56ca4e84bab4c297b2c58160_130)[1](#iae925efb56ca4e84bab4c297b2c58160_130) [and 20](#iae925efb56ca4e84bab4c297b2c58160_130)[20](#iae925efb56ca4e84bab4c297b2c58160_130) | | | [74](#iae925efb56ca4e84bab4c297b2c58160_130) | | |

| | | | | | | [Consolidated Balance Sheets at December 31,](#iae925efb56ca4e84bab4c297b2c58160_154) [202](#iae925efb56ca4e84bab4c297b2c58160_139)[2](#iae925efb56ca4e84bab4c297b2c58160_139) [and 202](#iae925efb56ca4e84bab4c297b2c58160_139)[1](#iae925efb56ca4e84bab4c297b2c58160_139) | | | [83](#iae925efb56ca4e84bab4c297b2c58160_154) | | |

| | | | | | | [Balance Sheets at December 31,](#iae925efb56ca4e84bab4c297b2c58160_172) [202](#iae925efb56ca4e84bab4c297b2c58160_139)[2](#iae925efb56ca4e84bab4c297b2c58160_139) [and 202](#iae925efb56ca4e84bab4c297b2c58160_139)[1](#iae925efb56ca4e84bab4c297b2c58160_139) | | | [89](#iae925efb56ca4e84bab4c297b2c58160_172) | | |

| | | | | | | [Balance Sheets at December 31,](#iae925efb56ca4e84bab4c297b2c58160_187) [202](#iae925efb56ca4e84bab4c297b2c58160_139)[2](#iae925efb56ca4e84bab4c297b2c58160_139) [and 202](#iae925efb56ca4e84bab4c297b2c58160_139)[1](#iae925efb56ca4e84bab4c297b2c58160_139) | | | [95](#iae925efb56ca4e84bab4c297b2c58160_187) | | |

| | | | | | | [4. Preferred Securities](#iae925efb56ca4e84bab4c297b2c58160_208) | | | [115](#iae925efb56ca4e84bab4c297b2c58160_208) | | |

| | | | | | | [5. Earnings Per Share](#iae925efb56ca4e84bab4c297b2c58160_211) | | | [116](#iae925efb56ca4e84bab4c297b2c58160_211) | | |

| | | | | | | [7. Utility Rate Regulation](#iae925efb56ca4e84bab4c297b2c58160_217) | | | [124](#iae925efb56ca4e84bab4c297b2c58160_217) | | |

| | | | | | | [8. Financing Activities](#iae925efb56ca4e84bab4c297b2c58160_220) | | | [136](#iae925efb56ca4e84bab4c297b2c58160_220) | | |

| | | | | | | [10. Leases](#iae925efb56ca4e84bab4c297b2c58160_226) | | | [145](#iae925efb56ca4e84bab4c297b2c58160_226) | | |

| 9B. | | | | | | [Other Information](#iae925efb56ca4e84bab4c297b2c58160_283) | | | [192](#iae925efb56ca4e84bab4c297b2c58160_283) | | |

| 11. | | | | | | [Executive Compensation](#iae925efb56ca4e84bab4c297b2c58160_295) | | | [195](#iae925efb56ca4e84bab4c297b2c58160_295) | | |

| | | | | | | [Exhibit Index](#iae925efb56ca4e84bab4c297b2c58160_319) | | | [202](#iae925efb56ca4e84bab4c297b2c58160_319) | | |

| | | | | | | [Signatures](#iae925efb56ca4e84bab4c297b2c58160_322) | | | [217](#iae925efb56ca4e84bab4c297b2c58160_322) | | |

CEP Reserves \- CEP Reserves, Inc., a cash management subsidiary of PPL that maintains cash reserves for the balance sheet management of PPL and certain subsidiaries.

On May 25, 2022, PPL and its subsidiary, PPL Rhode Island Holdings announced the completion of the acquisition of Narragansett Electric, which will continue to provide services under the name Rhode Island Energy.

RIE - Rhode Island Energy, the name under which Narragansett Electric will continue to provide services subsequent to its acquisition by PPL and its subsidiary, PPL Rhode Island Holdings on May 25, 2022.

ISO - Independent System Operator.

MWac - megawatt, alternating current.

The measure of the power output from a solar installation.

NEP *-* New England Power Company, a National Grid U.S. affiliate.

NGCC - Natural gas combined cycle.

PPA(s) \- power purchase agreement(s).

PPL EU Services - PPL EU Services Corporation, a former subsidiary of PPL that, prior to being merged into PPL Services on December 31, 2021, provided administrative, management and support services primarily to PPL Electric.

RAR – Retired Asset Recovery rider, established by KPSC orders in 2021 to provide for recovery of and return on the remaining investment in certain electric generating units upon their retirement over a ten-year period following retirement.

RIPUC - Rhode Island Public Utilities Commission, a three-member quasi-judicial tribunal with jurisdiction, powers, and duties to implement and enforce the standards of conduct under R.I. Gen.

Laws § 39-1-27.6 and to hold investigations and hearings involving the rates, tariffs, tolls, and charges, and the sufficiency and reasonableness of facilities and accommodations of public utilities.

Rhode Island Division of Public Utilities and Carriers - the Rhode Island Division of Public Utilities and Carriers, which is headed by an Administrator who is not a Commissioner of the RIPUC, exercises the jurisdiction, supervision, power, and duties not specifically assigned to the RIPUC.

Safari Holdings - Safari Holdings, LLC, which was, prior to its sale on November 1, 2022, a subsidiary of PPL and parent holding company of Safari Energy.

SOFR - Secured Overnight Financing Rate, a broad measure of the cost of borrowing cash overnight collateralized by Treasury securities.

USW \- The United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, commonly known as the United Steelworkers.

- the effect of changing expectations and demands of our customers, regulators, investors and stakeholders, including heightened emphasis on environmental, social and governance concerns;

| 1. | | | | | | [Business](#ib14821098d2144cb8e07f05335bc2031_22) | | | [3](#ib14821098d2144cb8e07f05335bc2031_22) | | |

| 2. | | | | | | [Properties](#ib14821098d2144cb8e07f05335bc2031_31) | | | [23](#ib14821098d2144cb8e07f05335bc2031_31) | | |

| | | | | | | [Overview](#ib14821098d2144cb8e07f05335bc2031_52) | | | [26](#ib14821098d2144cb8e07f05335bc2031_52) | | |

| | | | | | | [Foreign Currency Translation](#ib14821098d2144cb8e07f05335bc2031_88) | | | [55](#ib14821098d2144cb8e07f05335bc2031_88) | | |

| | | | | | | [Sustainability](#ib14821098d2144cb8e07f05335bc2031_100) | | | [56](#ib14821098d2144cb8e07f05335bc2031_100) | | |

| | | | | | | [Cybersecurity](#ib14821098d2144cb8e07f05335bc2031_103) | | | [56](#ib14821098d2144cb8e07f05335bc2031_103) | | |

| | | | | | | [Competition](#ib14821098d2144cb8e07f05335bc2031_106) | | | [57](#ib14821098d2144cb8e07f05335bc2031_106) | | |

| | | | | | | [Other Information](#ib14821098d2144cb8e07f05335bc2031_115) | | | [61](#ib14821098d2144cb8e07f05335bc2031_115) | | |

| | | | | | | [Consolidated Balance Sheets at December 31,](#ib14821098d2144cb8e07f05335bc2031_157) [2021 and 2020](#ib14821098d2144cb8e07f05335bc2031_142) | | | [81](#ib14821098d2144cb8e07f05335bc2031_157) | | |

| | | | | | | [Balance Sheets at December 31,](#ib14821098d2144cb8e07f05335bc2031_190) [2021 and 2020](#ib14821098d2144cb8e07f05335bc2031_142) | | | [87](#ib14821098d2144cb8e07f05335bc2031_190) | | |

| | | | | | | [Balance Sheets at December 31,](#ib14821098d2144cb8e07f05335bc2031_205) [2021 and 2020](#ib14821098d2144cb8e07f05335bc2031_142) | | | [93](#ib14821098d2144cb8e07f05335bc2031_205) | | |

| | | | | | | [Statements of Equity for the years ended December 31,](#ib14821098d2144cb8e07f05335bc2031_208) [2021, 2020 and 2019](#ib14821098d2144cb8e07f05335bc2031_133) | | | [95](#ib14821098d2144cb8e07f05335bc2031_208) | | |

| | | | | | | [4. Preferred Securities](#ib14821098d2144cb8e07f05335bc2031_226) | | | [113](#ib14821098d2144cb8e07f05335bc2031_226) | | |

| | | | | | | [5. Earnings Per Share](#ib14821098d2144cb8e07f05335bc2031_229) | | | [113](#ib14821098d2144cb8e07f05335bc2031_229) | | |

| | | | | | | [7. Utility Rate Regulation](#ib14821098d2144cb8e07f05335bc2031_235) | | | [122](#ib14821098d2144cb8e07f05335bc2031_235) | | |

| | | | | | | [8. Financing Activities](#ib14821098d2144cb8e07f05335bc2031_238) | | | [130](#ib14821098d2144cb8e07f05335bc2031_238) | | |

| | | | | | | [10. Leases](#ib14821098d2144cb8e07f05335bc2031_244) | | | [138](#ib14821098d2144cb8e07f05335bc2031_244) | | |

| 9B. | | | | | | [Other Information](#ib14821098d2144cb8e07f05335bc2031_301) | | | [180](#ib14821098d2144cb8e07f05335bc2031_301) | | |

| 11. | | | | | | [Executive Compensation](#ib14821098d2144cb8e07f05335bc2031_310) | | | [183](#ib14821098d2144cb8e07f05335bc2031_310) | | |

| | | | | | | [Exhibit Index](#ib14821098d2144cb8e07f05335bc2031_334) | | | [190](#ib14821098d2144cb8e07f05335bc2031_334) | | |

| | | | | | | [Signatures](#ib14821098d2144cb8e07f05335bc2031_337) | | | [205](#ib14821098d2144cb8e07f05335bc2031_337) | | |

As of January 1, 2022, PPL Energy Holdings became the parent holding company of PPL Electric and PPL Services.

CDP \- a not-for-profit organization based in the United Kingdom formerly known as the Carbon Disclosure Project; that runs the global disclosure system that enables investors, companies, cities, states and regions to measure and manage their environmental impacts.

DNO - Distribution Network Operator in the U.K.

DRIP - PPL Amended and Restated Direct Stock Purchase and Dividend Reinvestment Plan.

ICP - The PPL Incentive Compensation Plan.

This plan provides for incentive compensation to PPL's executive officers and certain other senior executives.

New awards under the ICP were suspended in 2012 upon adoption of PPL's 2012 Stock Incentive Plan.

In March 2021, PPL and its subsidiary, PPL Energy Holdings announced a pending acquisition of Narragansett Electric.

WPD (East Midlands) - Western Power Distribution (East Midlands) plc, a British regional electricity distribution utility company.

WPD (East Midlands) was included in the sale of the U.K. utility business on June 14, 2021.

WPD Midlands \- refers to WPD (East Midlands) and WPD (West Midlands), collectively.

WPD Midlands was included in the sale of the U.K. utility business on June 14, 2021.

WPD (South Wales) - Western Power Distribution (South Wales) plc, a British regional electricity distribution utility company.

WPD (South Wales) was included in the sale of the U.K. utility business on June 14, 2021.

WPD (South West) - Western Power Distribution (South West) plc, a British regional electricity distribution utility company.

WPD (South West) was included in the sale of the U.K. utility business on June 14, 2021.

WPD (West Midlands) \- Western Power Distribution (West Midlands) plc, a British regional electricity distribution utility company.

WPD (West) Midlands) was included in the sale of the U.K. utility business on June 14, 2021.

The electricity generating capacity at December 31, [removed: 2021] [added: 2022] was:

Business - General - Segment Information - Kentucky Regulated Segment." At December 31, [removed: 2021,] [added: 2022,] LG&E's and KU's electricity transmission and distribution systems and LG&E's natural gas transmission and distribution systems were:

| Substations (a) | | | | | | 96 | | | | | | [removed: 77] [added: 78] | | | | | | [removed: 460] [added: 461] | | | | | | 211 | | |

| Overhead lines (circuit miles) | | | | | | 3,883 | | | | | | 669 | | | | | | [removed: 14,046] [added: 14,062] | | | | | | 4,056 | | |

| Underground lines (circuit miles) | | | | | | [removed: 2,753] [added: 2,791] | | | | | | — | | | | | | [removed: 2,699] [added: 2,728] | | | | | | — | | |

| Distribution mains (miles) | | | | | | [removed: 4,418] [added: 4,439] | | | | | | — | | | | | | — | | | | | | — | | |

| Transmission pipeline (miles) | | | | | | — | | | | | | [removed: 233] [added: 234] | | | | | | — | | | | | | — | | |

| Transmission storage lines (miles) | | | | | | — | | | | | | [removed: 118] [added: 112] | | | | | | — | | | | | | — | | |

| Combustion turbine lines (miles) | | | | | | — | | | | | | 19 | | | | | | — | | | | | | [removed: 12] [added: 11] | | |

At December 31, [removed: 2021,] [added: 2022,] PPL Electric's transmission system includes [removed: 51] [added: 52] substations with a total capacity of 31 million kVA and [removed: 5,400] [added: 5,307] circuit miles in service.

PPL Electric's distribution system includes [removed: 352] [added: 353] substations with a total capacity of 14 million kVA, [removed: 36,488] [added: 36,524] circuit miles of overhead lines and [removed: 8,714] [added: 8,802] underground circuit miles.

Rhode Island Regulated Segment *(PPL)*

For a description of RIE's service area, see "Item 1.

Business - General - Segment Information - Rhode Island Regulated Segment." At December 31, 2022, RIE's electric transmission system includes 44 substations with capacity of 33 kVA or higher, 342 circuit miles of overhead lines and 19 underground circuit miles.

RIE's electric distribution system includes 59 substations, 5,328 circuit miles of overhead lines and 1,259 underground circuit miles.

RIE also has distribution mains for its natural gas system with mileage of 3,227 miles.

All of RIE's facilities are located in Rhode Island.

At January 31, [removed: 2022] [added: 2023] there were [removed: 48,597] [added: 46,380] common stock shareowners of record.

PPL Electric paid common stock dividends to PPL of [removed: $334] [added: $340] million in [removed: 2021] [added: 2022] and [removed: $400] [added: $334] million in [removed: 2020.][added: 2021.]

LG&E paid common stock dividends to LKE of [removed: $192] [added: $275] million in [removed: 2021] [added: 2022] and [removed: $161] [added: $192] million in [removed: 2020.][added: 2021.]

KU paid common stock dividends to LKE of [removed: $250] [added: $296] million in [removed: 2021] [added: 2022] and [removed: $200] [added: $250] million in [removed: 2020.][added: 2021.]

There were no purchases by PPL of its common stock during the fourth quarter of 2022.

The following table provides information about PPL's purchases of equity securities that are registered by PPL Corporation pursuant to Section 12 of the Exchange Act of 1934 for the quarter ended December 31, 2021:

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | | Total Number of Shares (or Units) Purchased | | | | | | Average Price Paid per Share (or Unit) | | | | | | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | | | | | | Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (a) | | |

| October 1 to October 31, 2021 | | | 8,257,699 | | | | | | $ | 28.60 | | | | | 8,257,699 | | | | | | $ | 2,450,000,033 | |

| November 1 to November 30, 2021 | | | 11,453,324 | | | | | | 28.65 | | | | | | 11,453,324 | | | | | | 2,121,807,982 | | |

| December 1 to December 31, 2021 | | | 4,309,556 | | | | | | 28.76 | | | | | | 4,309,556 | | | | | | 1,997,876,503 | | |

| Total | | | 24,020,579 | | | | | | $ | 28.65 | | | | | 24,020,579 | | | | | | $ | 1,997,876,503 | |

(a)PPL Corporation's Board of Directors approved a share repurchase plan in August 2021.

See "Combined Management's Discussion and Analysis of Financial Condition and Results of Operations - Financial and Operational Developments - Share Repurchases" for additional information.

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Operating Revenues | | | $ | [removed: 5,783] [added: 7,902] | | | | | $ | [removed: 5,474] [added: 5,783] | | | | | $ | [removed: 5,602] [added: 5,474] | |

| Fuel | | | [removed: 710] [added: 931] | | | | | | [removed: 632] [added: 710] | | | | | | [removed: 709] [added: 632] | | |

| Energy purchases | | | [removed: 752] [added: 1,686] | | | | | | [removed: 634] [added: 752] | | | | | | [removed: 723] [added: 634] | | |

| Other operation and maintenance | | | [removed: 1,608] [added: 2,398] | | | | | | [removed: 1,420] [added: 1,608] | | | | | | [removed: 1,509] [added: 1,420] | | |

| Depreciation | | | [removed: 1,082] [added: 1,181] | | | | | | [removed: 1,022] [added: 1,082] | | | | | | [removed: 949] [added: 1,022] | | |

| Taxes, other than income | | | [removed: 207] [added: 332] | | | | | | [removed: 180] [added: 207] | | | | | | [removed: 186] [added: 180] | | |

| Total Operating Expenses | | | [removed: 4,359] [added: 6,528] | | | | | | [removed: 3,888] [added: 4,359] | | | | | | [removed: 4,076] [added: 3,888] | | |

| Operating Income | | | [removed: 1,424] [added: 1,374] | | | | | | [removed: 1,586] [added: 1,424] | | | | | | [removed: 1,526] [added: 1,586] | | |

| Other Income (Expense) - net | | | [removed: 15] [added: 30] | | | | | | [removed: 2] [added: 21] | | | | | | [removed: 14] [added: 18] | | |

| Interest Expense | | | [removed: 918] [added: 513] | | | | | | [removed: 634] [added: 918] | | | | | | [removed: 621] [added: 634] | | |

| Income [removed: (Loss)] from Continuing Operations Before Income Taxes | | | [removed: 521] [added: 915] | | | | | | [removed: 954] [added: 521] | | | | | | [removed: 919] [added: 954] | | |

| Income Taxes | | | [removed: 503] [added: 201] | | | | | | [removed: 314] [added: 503] | | | | | | [removed: 183] [added: 314] | | |

| Income [removed: (Loss)] from Continuing Operations After Income Taxes | | | [removed: 18] [added: 714] | | | | | | [removed: 640] [added: 18] | | | | | | [removed: 736] [added: 640] | | |

| Income (Loss) from Discontinued Operations (net of income taxes) (Note 9) | | | [removed: (1,498)] [added: 42] | | | | | | [removed: 829] [added: (1,498)] | | | | | | [removed: 1,010] [added: 829] | | |

| Net Income (Loss) | | | $ | [removed: (1,480)] [added: 756] | | | | | $ | [removed: 1,469] [added: (1,480)] | | | | | $ | [removed: 1,746] [added: 1,469] | |

| Income [removed: (Loss)] from Continuing Operations After Income Taxes | | | $ | [removed: 0.03] [added: 0.97] | | | | | $ | [removed: 0.83] [added: 0.03] | | | | | $ | [removed: 1.01] [added: 0.83] | |

| Income (Loss) from Discontinued Operations (net of income taxes) | | | [removed: (1.96)] [added: 0.06] | | | | | | [removed: 1.08] [added: (1.96)] | | | | | | [removed: 1.38] [added: 1.08] | | |

| Net Income (Loss) Available to PPL Common Shareowners | | | $ | [removed: (1.93)] [added: 1.03] | | | | | $ | [removed: 1.91] [added: (1.93)] | | | | | $ | [removed: 2.39] [added: 1.91] | |

| Income [removed: (Loss)] from Continuing Operations After Income Taxes | | | $ | [removed: 0.03] [added: 0.96] | | | | | $ | [removed: 0.83] [added: 0.03] | | | | | $ | [removed: 1.00] [added: 0.83] | |

| Income (Loss) from Discontinued Operations (net of income taxes) | | | [removed: (1.96)] [added: 0.06] | | | | | | [removed: 1.08] [added: (1.96)] | | | | | | [removed: 1.37] [added: 1.08] | | |

| Net Income (Loss) Available to PPL Common Shareowners | | | $ | [removed: (1.93)] [added: 1.02] | | | | | $ | [removed: 1.91] [added: (1.93)] | | | | | $ | [removed: 2.37] [added: 1.91] | |

| Basic | | | [removed: 762,902] [added: 736,027] | | | | | | [removed: 768,590] [added: 762,902] | | | | | | [removed: 728,512] [added: 768,590] | | |

| Diluted | | | [removed: 764,819] [added: 736,902] | | | | | | [removed: 769,384] [added: 764,819] | | | | | | [removed: 736,754] [added: 769,384] | | |

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Net income (loss) | | | $ | [removed: (1,480)] [added: 756] | | | | | $ | [removed: 1,469] [added: (1,480)] | | | | | $ | [removed: 1,746] [added: 1,469] | |

| Foreign currency translation adjustments, net of tax of [removed: ($123),] $0, [added: ($123),] $0 | | | [removed: 372] [added: —] | | | | | | [removed: 267] [added: 372] | | | | | | [removed: 108] [added: 267] | | |

| Qualifying derivatives, net of tax of [added: $0,] $11, [removed: $5, $2] [added: $5] | | | [removed: (39)] [added: —] | | | | | | [removed: (19)] [added: (39)] | | | | | | [removed: (11)] [added: (19)] | | |

| Prior service costs, net of tax of $0, $0, $0 | | | [removed: —] [added: (1)] | | | | | | [removed: (1)] [added: —] | | | | | | (1) | | |

| Net actuarial gain (loss), net of tax of [added: ($2),] $1, [removed: $74, $119] [added: $74] | | | [removed: (1)] [added: 11] | | | | | | [removed: (341)] [added: (1)] | | | | | | [removed: (592)] [added: (341)] | | |

| Qualifying derivatives, net of tax of [added: ($1),] ($5), [removed: ($8), ($5)] [added: ($8)] | | | [removed: 25] [added: 2] | | | | | | [removed: 24] [added: 25] | | | | | | [removed: 13] [added: 24] | | |

| Prior service costs, net of tax of ($1), ($1), ($1) | | | 2 | | | | | | [removed: 3] [added: 2] | | | | | | [removed: 2] [added: 3] | | |

| Net actuarial (gain) loss, net of tax of [added: ($7),] ($33), [removed: ($51), ($22)] [added: ($51)] | | | [removed: 126] [added: 17] | | | | | | [removed: 205] [added: 126] | | | | | | [removed: 87] [added: 205] | | |

| Foreign currency translation adjustments, net of tax of [removed: $140,] $0, [added: $140,] $0 | | | [removed: 786] [added: —] | | | | | | [removed: —] [added: 786] | | | | | | — | | |

| Qualifying derivatives, net of tax of $0, $0, $0 | | | [removed: 15] [added: —] | | | | | | [removed: —] [added: 15] | | | | | | — | | |

| Prior service costs, net of tax of [removed: ($2),] $0, [added: ($2),] $0 | | | [removed: 8] [added: —] | | | | | | [removed: —] [added: 8] | | | | | | — | | |

| Net actuarial (gain) loss, net of tax of [removed: ($798),] $0, [added: ($798),] $0 | | | [removed: 2,769] [added: —] | | | | | | [removed: —] [added: 2,769] | | | | | | — | | |

| Total other comprehensive income (loss) | | | [removed: 4,063] [added: 33] | | | | | | [removed: 138] [added: 4,063] | | | | | | [removed: (394)] [added: 138] | | |

| Comprehensive income | | | $ | [removed: 2,583] [added: 789] | | | | | $ | [removed: 1,607] [added: 2,583] | | | | | $ | [removed: 1,352] [added: 1,607] | |

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Equity investees' other comprehensive income (loss), net tax of $0, $0, $0 | | | 2 | | | | | | — | | | | | | — | | |

| Unbilled revenues | | | (197) | | | | | | (5) | | | | | | 3 | | |

| Proceeds from sale of Safari Holdings, net of cash divested | | | 146 | | | | | | — | | | | | | — | | |

| Acquisition of Narragansett Electric, net of cash acquired | | | (3,660) | | | | | | — | | | | | | — | | |

| | | | 2022 | | | | | | 2021 | | |

| | | | 2022 | | | | | | 2021 | | |

| Total Shareowners' Common Equity | | | 13,915 | | | | | | 13,723 | | |

| Noncontrolling interests | | | 3 | | | | | | — | | |

| Treasury stock | | | 1,252 | | | | | | | | | | | | | | | | | | 36 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 36 | | |

| Preferred stock (Note 8) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3 | | | | | | | | | | | | 3 | | |

| December 31, 2022 | | | 736,487 | | | | | | $ | 8 | | | | | $ | 12,317 | | | | | $ | (967) | | | | | $ | 2,681 | | | | | $ | (124) | | | | | $ | 3 | | | | | | | | | | | $ | 13,918 | |

| Net increase in short-term debt | | | 145 | | | | | | — | | | | | | — | | |

| | | | 2022 | | | | | | 2021 | | |

| | | | 2022 | | | | | | 2021 | | |

| Return of capital to parent | | | | | | | | | | | | | | | (170) | | | | | | | | | | | | (170) | | |

| December 31, 2022 | | | 66,368 | | | | | | $ | 364 | | | | | $ | 4,084 | | | | | $ | 1,303 | | | | | $ | 5,751 | |

| | | | 2022 | | | | | | 2021 | | |

| | | | 2022 | | | | | | 2021 | | |

| Net income | | | | | | | | | | | | | | | | | | | | | 272 | | | | | | 272 | | |

| December 31, 2022 | | | 21,294 | | | | | | $ | 424 | | | | | $ | 2,087 | | | | | $ | 655 | | | | | $ | 3,166 | |

| Other | | | 3 | | | | | | (3) | | | | | | (1) | | |

| Other | | | (3) | | | | | | (18) | | | | | | (5) | | |

| Other investing activities | | | — | | | | | | 4 | | | | | | 3 | | |

| | | | 2022 | | | | | | 2021 | | |

| Other | | | 13 | | | | | | 12 | | |

| | | | 2022 | | | | | | 2021 | | |

| Net income | | | | | | | | | | | | | | | | | | | | | 322 | | | | | | 322 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| December 31, 2022 | | | 37,818 | | | | | | $ | 308 | | | | | $ | 3,041 | | | | | $ | 689 | | | | | $ | 4,038 | |

On May 25, 2022, PPL Rhode Island Holdings, a wholly owned subsidiary of PPL, acquired 100% of the outstanding shares of common stock of Narragansett Electric from National Grid U.S., a subsidiary of National Grid plc.

Narragansett Electric, whose service area covers substantially all of Rhode Island, is primarily engaged in the transmission, distribution and sale of electricity and the distribution and sale of natural gas.

The results of Narragansett Electric are included in the consolidated results of PPL from the date of the acquisition.

Following the closing of the acquisition, Narragansett Electric provides services doing business under the name Rhode Island Energy (RIE).

Derivative instruments pursuant to regulator approved plans to manage commodity price risk associated with natural gas purchases to reduce fluctuations in natural gas prices and costs associated with these derivatives instruments are generally recoverable through approved cost recovery mechanism.

In the fourth quarter of 2022, PPL Electric estimated deliveries to customers due to a temporary technical system issue.

The issue has been resolved and unbilled revenues are expected to resume being calculated by multiplying the actual unbilled volumes by the price per tariff in the first quarter of 2023.

where applicable.

Goodwill recognized upon the acquisition of Narragansett Electric was assigned for impairment testing by PPL to its reporting units expected to benefit from the acquisition, which were the Rhode Island Regulated reporting unit, the Pennsylvania Regulated reporting unit and the Kentucky Regulated reporting unit.

There were no indicators of impairment for any of the reporting units as the fair value of each of the reporting units significantly exceeded their carrying values.

If the Registrants determine that

| | | | | | | | | | | | | | | | | | |

| Issuance of common stock | | | 9 | | | | | | 34 | | | | | | 1,167 | | |

| Proceeds from project financing | | | 19 | | | | | | 173 | | | | | | — | | |

| Current assets held for sale (Note 9) | | | — | | | | | | 18,983 | | |

| Current liabilities held for sale (Note 9) | | | — | | | | | | 11,023 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| December 31, 2018 | | | 720,323 | | | | | | $ | 7 | | | | | $ | 11,021 | | | | | $ | — | | | | | $ | 4,593 | | | | | $ | (3,964) | | | | | | | | | | | $ | 11,657 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Accrued pension obligations | | | 8 | | | | | | 8 | | |

| December 31, 2018 | | | 66,368 | | | | | | $ | 364 | | | | | $ | 3,158 | | | | | $ | 939 | | | | | $ | 4,461 | |

| Acquisition of outstanding bonds | | | — | | | | | | — | | | | | | (40) | | |

| Remarketing of reacquired bonds | | | — | | | | | | — | | | | | | 40 | | |

| December 31, 2018 | | | 21,294 | | | | | | $ | 424 | | | | | $ | 1,795 | | | | | $ | 468 | | | | | $ | 2,687 | |

| Other | | | (18) | | | | | | (5) | | | | | | (6) | | |

| Income taxes - net | | | $ | 72 | | | | | $ | 44 | | | | | $ | 39 | |

| Other | | | 12 | | | | | | 30 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| December 31, 2018 | | | 37,818 | | | | | | $ | 308 | | | | | $ | 2,661 | | | | | $ | 473 | | | | | $ | — | | | | | $ | 3,442 | |

| Net income | | | | | | | | | | | | | | | | | | | | | 293 | | | | | | | | | | | | 293 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Capital contributions from LKE | | | | | | | | | | | | | | | 100 | | | | | | | | | | | | | | | | | | 100 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

The assets and liabilities of the U.K. utility business as of December 31, 2020 are classified as assets and liabilities held for sale on PPL's Balance Sheets.

On July 1, 2021, LKE redeemed, at par, its $250 million 4.375% Senior Notes due 2021 and on July 9, 2021, LKE filed a Form 15 with the SEC to suspend its duty to file reports under sections 13 and 15(d) of the Securities Exchange Act of 1934.

As a result, beginning with the June 30, 2021 Form 10-Q, LKE was no longer reported as a Registrant.

PPL Electric is a cost-based rate-regulated utility subsidiary of PPL.

Foreign currency exchange contracts are used to hedge foreign currency exposures.

- Cross-currency transactions to hedge interest and principal repayments can be designated as cash flow hedges.

- Transactions to hedge the value of a net investment of foreign operations can be designated as net investment hedges.

As such, these transactions reduce earnings volatility due solely to changes in foreign currency exchange rates.

The Registrants' principal executive officers and principal financial officers, based on their evaluation of the Registrants' disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934) have concluded that, as of December 31, [removed: 2021,] [added: 2022,] the Registrants' disclosure controls and procedures are effective to ensure that material information relating to the Registrants and their consolidated subsidiaries is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms, particularly during the period for which this annual report has been prepared.

PPL's internal control over financial reporting is a process designed to provide reasonable assurance to PPL's management and Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted [removed: accounting principles.]

Based on our evaluation under the framework in "Internal Control - Integrated Framework" (2013), our management concluded that our internal control over financial reporting was effective [added: as of] December 31, [removed: 2021.][added: 2022.]

The effectiveness of our internal control over financial reporting has been audited by Deloitte & Touche LLP, an independent registered public accounting [removed: firm, as stated in their report contained on page 64.][added: firm.]

Each of the aforementioned companies' internal control over financial reporting is a process designed to provide reasonable assurance to management and Board of Directors of these companies regarding the reliability of financial [added: reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.]

[added: A company’s internal control over financial] reporting [added: is a process designed to provide reasonable assurance regarding the reliability of financial reporting] and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Based on our evaluation under the framework in "Internal Control - Integrated Framework" (2013), management of these companies concluded that our internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

PPL acquired Narragansett Electric on May 25, 2022.

Narragansett Electric is included in the 2022 financial statements as of the date of the acquisition and accounted for -5.8% of net income and 16.1% and 20.5% of consolidated total assets and net assets, respectively, of PPL Corporation for the year ended December 31, 2022.

Due to the timing of deal close and Narragansett Electric’s heavily integrated systems and processes with National Grid, Narragansett Electric was excluded from a formal evaluation of effectiveness of PPL Corporation's disclosure controls and procedures.

PPL is evaluating changes to processes, information technology systems and other components of internal controls over financial reporting as part of its ongoing integration activities.

PPL Corporation

As reported in the 2022 second quarter 10-Q, PPL's principal executive officer and principal financial officer have concluded that there was a change in PPL’s internal controls over financial reporting resulting from the Narragansett Electric transaction during the second fiscal quarter that had a material effect on PPL’s internal control over financial reporting.

PPL's principal executive officer and principal financial officer have concluded that there were no other changes in the Registrant's internal control over financial reporting during the Registrant's full fiscal year that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

PPL Corporation

accounting principles.

In accordance with SEC rules, management excluded Narragansett Electric from its evaluation of internal control over financial reporting due to the timing of deal close and Narragansett Electric’s heavily integrated systems and processes with National Grid.

Narragansett Electric accounted for -5.7% of net income and 15.9% and 20.5% of consolidated total assets and net assets, respectively, of PPL Corporation for the year ended December 31, 2022.

As discussed above, PPL Corporation is evaluating changes to processes, information technology systems and other components of internal control over financial reporting as part of its ongoing integration activities.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareowners and the Board of Directors of PPL Corporation

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of PPL Corporation and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated February 17, 2023, expressed an unqualified opinion on those financial statements.

As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Narragansett Electric due to the timing of deal close and Narragansett Electric’s heavily integrated systems and processes with National Grid.

Narragansett Electric accounted for -5.7% of net income and 15.9% and 20.5% of consolidated total assets and net assets, respectively, of PPL Corporation for the year ended December 31, 2022.

Accordingly, our audit did not include the internal control over financial reporting at Narragansett Electric.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Morristown, New Jersey

February 17, 2023

Listed below are the executive officers at December 31, [removed: 2021.][added: 2022.]

| Vincent Sorgi | | | | | | [removed: 50] [added: 51] | | | | | | President and Chief Executive Officer | | | | | | June 2020 - present | | |

| Joseph P. Bergstein, Jr. | | | | | | [removed: 51] [added: 52] | | | | | | Executive Vice President and Chief Financial Officer | | | | | | April 2021 - present | | |

| Gregory N. Dudkin [added: (a)(b)] | | | | | | [removed: 64] [added: 65] | | | | | | Executive Vice President and Chief Operating Officer | | | | | | April 2021 - [removed: present] [added: December 2022] | | |

| Angela K. Gosman [removed: (a)] [added: (c)] | | | | | | [removed: 53] [added: 54] | | | | | | Senior Vice President and Chief Human Resources Officer | | | | | | January 2022 - present | | |

| [removed: Wendy E. Stark (b)] | | | | | | [removed: 49] | | | | | | Senior Vice President, General Counsel and Corporate Secretary | | | | | | April 2021 - [removed: present] [added: December 2021] | | |

| Stephanie R. Raymond [removed: (c)] [added: (e)] | | | | | | [removed: 51] [added: 52] | | | | | | President-PPL Electric | | | | | | April 2021 - present | | |

| John R. Crockett III [removed: (c)] [added: (e)] | | | | | | [removed: 57] [added: 58] | | | | | | President-LKE | | | | | | October 2021 - present | | |

| Marlene C. Beers | | | | | | [removed: 50] [added: 51] | | | | | | Vice President and Controller | | | | | | March 2019 - present | | |

| Tadd J. Henninger [added: (f)] | | | | | | [removed: 46] [added: 47] | | | | | | Vice President-Finance and Treasurer | | | | | | July 2019 - present | | |

[removed: (b)Effective] [added: (d)Effective] January 1, [removed: 2022,] [added: 2023,] Wendy E.

Stark was elected [removed: Senior] [added: as Executive] Vice President, [removed: General Counsel, Corporate Secretary and] Chief Legal Officer [added: and Corporate Secretary] of PPL Corporation.

[removed: (c)Designated] [added: (e)Designated] an executive officer of PPL by virtue of their respective positions at a PPL subsidiary.

Additional information required by this Item is incorporated by reference to, and will be contained in, our definitive proxy statement, which will be filed within 120 days after December 31, 2022.

Accordingly, we have omitted the information from this Item pursuant to General Instruction G(3) of Form 10-K.

| Wendy E. Stark (d) | | | | | | 50 | | | | | | Senior Vice President, General Counsel, Corporate Secretary and Chief Legal Officer | | | | | | January 2022 - present | | |

| David J. Bonenberger (e) | | | | | | 61 | | | | | | President-RIE | | | | | | May 2022 - present | | |

| | | | | | | | | | | | | Vice President-Operations Integration-PPL Services | | | | | | April 2021 - present | | |

| | | | | | | | | | | | | Vice President-Transmission and Substations-PPL Electric | | | | | | January 2018 - April 2021 | | |

| | | | | | | | | | | | | Vice President-Distribution Operations-PPL Electric | | | | | | July 2021 - December 2017 | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name | | | | | | Age | | | | | | Positions Held During the Past Five Years | | | | | | Dates | | |

| | | | | | | | | | | | | | | | | | | | | |

(a)Effective January 1, 2023, Gregory N.

Dudkin was elected as Executive Vice President of PPL Corporation.

Mr. Dudkin was on extended medical leave and passed away on February 14, 2023.

(b)Effective January 1, 2023, Francis X.

Sullivan was elected Executive Vice President and Chief Operating Officer of PPL Corporation.

(c)Effective January 1, 2023, Angela K.

Gosman was elected as Executive Vice President and Chief Human Resources Officer of PPL Corporation.

(f)Effective January 23, 2023, Tadd J.

Henninger was elected as Senior Vice President-Finance and Treasurer of PPL Corporation.

Additional information for this item will be set forth in the sections entitled "Nominees for Directors" and "Board Committees - Board Committee Membership" in PPL's 2022 Notice of Annual Meeting and Proxy Statement, which will be filed with the SEC not later than 120 days after December 31, 2021, and which information is incorporated herein by reference.

There have been no changes to the procedures by which shareowners may recommend nominees to PPL's Board of Directors since the filing with the SEC of PPL's 2021 Notice of Annual Meeting and Proxy Statement except that on October 22, 2021, PPL's Board of Directors approved and adopted amendments to the Bylaws of the Company, which now require that, to be properly considered, nominations must be submitted to the Company during a window of 90 to 120 days before the first anniversary of the prior year's annual meeting (Article III, Section 3.16).

PPL has adopted a code of ethics entitled "Standards of Integrity" that applies to all directors, managers, trustees, officers (including the principal executive officers, principal financial officers and principal accounting officers (each, a "principal officer")), employees and agents of PPL and PPL's subsidiaries for which it has operating control (PPL Electric, LG&E and KU).

The "Standards of Integrity" are posted on PPL's Internet website: www.pplweb.com/governance.

A description of any amendment to the "Standards of Integrity" (other than a technical, administrative or other non-substantive amendment) will be posted on PPL's Internet website within four business days following the date of the amendment.

In addition, if a waiver constituting a material departure from a provision of the "Standards of Integrity" is granted to one of the principal officers, a description of the nature of the waiver, the name of the person to whom the waiver was granted and the date of the waiver will be posted on PPL's Internet website within four business days following the date of the waiver.

PPL also has adopted its "Guidelines for Corporate Governance," which address, among other things, director qualification standards and director and board committee responsibilities.

These guidelines, and the charters of each of the committees of PPL's Board of Directors, are posted on PPL's Internet website: www.pplweb.com/governance.

(a)Angela K.

Gosman was designated as an executive officer by the Compensation Committee of the Board of Directors of PPL Corporation in December 2021 to be effective in January 2022.

The information required by this Item is incorporated by reference to, and will be contained in, our definitive proxy statement, which will be filed within 120 days after December 31, 2022.

Accordingly, we have omitted the information from this Item pursuant to General Instruction G(3) of Form 10-K.

Information for this item will be set forth in the sections entitled "The Board's Role in Risk Oversight," "Compensation of Directors" and "Executive Compensation" in PPL's 2022 Notice of Annual Meeting and Proxy Statement, which will be filed with the SEC not later than 120 days after December 31, 2021, and which information is incorporated herein by reference.

In addition, provided below in tabular format is information as of December 31, [removed: 2021,] [added: 2022,] with respect to compensation plans (including individual compensation arrangements) under which equity securities of PPL are authorized for issuance.

| Equity compensation | | | | | | | | | | | | | | | [added: 1,279,543] | | | [added: – DDCP] | | |

(1)Includes (a) the [removed: ICP, under which stock options, restricted stock, restricted stock units, performance units, dividend equivalents and other stock-based awards were awarded to executive officers of PPL and no awards remain for issuance under this plan; (b) the] ICPKE, under which stock options, restricted stock, restricted stock units, performance units, dividend equivalents and other stock-based [added: compensation] awards may be awarded to non-executive key employees of PPL and its subsidiaries; [removed: (c)] [added: (b)] the SIP approved by shareowners in 2017 under which stock options, restricted stock, restricted stock units, performance units, dividend equivalents and other stock-based [added: compensation] awards may be awarded to executive officers of PPL and its subsidiaries; and [removed: (d)] [added: (c)] the DDCP, under which stock units may be awarded to directors of PPL.

(3)Relates to common stock issuable upon the exercise of stock options awarded under the [removed: ICP,] SIP and ICPKE as of December 31, [removed: 2021.][added: 2022.]

In addition, as of December 31, [removed: 2021,] [added: 2022,] the following other securities had been awarded and are outstanding under the [removed: ICP,] SIP, ICPKE and DDCP: [removed: 161,988] [added: 265,566] restricted stock units, [removed: 425,309] [added: 453,846] TSR performance [added: awards, 356,550 ROE performance awards, 92,011 EG performance] awards and [added: 92,011 ESG performance awards under the SIP; 916,851 restricted stock units 232,861 TSR performance awards, 152,820 ROE performance awards, 49,869 EG performance awards and 49,869 ESG performance awards under the ICPKE; and 561,013 stock units under the DDCP.]

(4)Based upon the following aggregate award limitations under the [removed: ICP,] SIP, ICPKE and DDCP: (a) under the [removed: ICP, 15,769,431 awards (i.e., 5% of the total PPL common stock outstanding as of April 23, 1999) granted after April 23, 1999; (b) under the] SIP, 15,000,000 awards; [removed: (c)] [added: (b)] under the ICPKE, 16,573,608 awards (i.e., 5% of the total PPL common stock outstanding as of January 1, 2003) granted after April 25, 2003, reduced by outstanding awards for which common stock was not yet issued as of such date of 2,373,812 resulting in a limit of 14,199,796; and [removed: (d)] [added: (c)] under the DDCP, the number of stock units available for issuance was reduced to 2,000,000 stock units in March 2012.

In addition, [removed: each of] the [removed: ICP and] ICPKE includes an annual award limitation of 2% of total PPL common stock outstanding as of January 1 of each year.

Additional information required by this Item is incorporated by reference to, and will be contained in, our definitive proxy statement, which will be filed within 120 days after December 31, 2022.

Accordingly, we have omitted the information from this Item pursuant to General Instruction G(3) of Form 10-K.

| plans approved by | | | | | | | | | | | | | | | 9,173,480 | | | – SIP | | |

| security holders (1) | | | 171,552 | | | – ICPKE | | | $ | 27.04 | | – ICPKE | | | 146,982 | | | – ICPKE | | |

| | | | | | | | | | | | | | | | 10,600,005 | | | – Total | | |

| | | | | | | | | | | | | | | | | | | | | |

Information for this item will be set forth in the section entitled "Stock Ownership" in PPL's 2022 Notice of Annual Meeting and Proxy Statement, which will be filed with the SEC not later than 120 days after December 31, 2021, and which information is incorporated herein by reference.

| plans approved by | | | 29,624 | | | – ICP | | | $ | 25.41 | | – ICP | | | 1,355,369 | | | – DDCP | | |

| security holders (1) | | | 55,153 | | | – SIP | | | $ | 26.59 | | – SIP | | | 9,691,708 | | | – SIP | | |

| | | | 681,225 | | | – ICPKE | | | $ | 26.62 | | – ICPKE | | | 626,110 | | | – ICPKE | | |

| | | | 766,002 | | | – Total | | | $ | 26.57 | | – Combined | | | 11,673,187 | | | – Total | | |

508,860 ROE performance awards under the SIP; 842,595 restricted stock units 208,464 TSR performance awards and 213,493 ROE performance awards under the ICPKE; and 685,170 stock units under the DDCP.

The information required by this Item is incorporated by reference to, and will be contained in, our definitive proxy statement, which will be filed within 120 days after December 31, 2022.

Accordingly, we have omitted the information from this Item pursuant to General Instruction G(3) of Form 10-K.

Information for this item will be set forth in the sections entitled "Board of Directors - Independence of Directors" and "Transactions with Related Persons" in PPL's 2022 Notice of Annual Meeting and Proxy Statement, which will be filed with the SEC not later than 120 days after December 31, 2021 and is incorporated herein by reference.

For the fiscal years ended [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] Deloitte & Touche LLP (Deloitte) served as PPL Electric's independent auditor.

| Audit fees (a) | | | $ | [removed: 1,345] [added: 1,221] | | | | | $ | [removed: 1,737] [added: 1,345] | |

| Audit-related fees (b) | | | 17 | | | | | | [removed: 16] [added: 17] | | |

For the fiscal years ended [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] Deloitte served as LG&E's independent auditor.