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

Combined Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note [removed: 14] [added: 13] to the Financial Statements for additional information concerning the risks described below and for other risks, uncertainties and factors that could [removed: impact] [added: affect] our businesses and financial results.

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 discussion, [removed: LKE] [added: LG&E, KU] and [removed: its] [added: their] consolidated subsidiaries taken as a whole within the Kentucky Regulated segment discussion, and RIE [removed: and its consolidated subsidiaries taken as a whole] within the Rhode Island Regulated segment discussion.

- financial and capital structure [removed: matters;][added: matters, and issuance of securities;]

- [removed: acquisition] [added: acquisition, retirement] and disposal of utility [removed: assets and issuance of securities;] [added: assets;] and

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 [added: or operated the facilities.]

[removed: 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.

The PPL Electric transmission business, operating under a FERC-approved PJM Open Access Transmission Tariff, is subject to [added: competition pursuant to FERC Order 1000 from entities that are not incumbent PJM transmission owners with respect to the construction and ownership of transmission facilities within PJM.]

Risks [removed: Related] [added: Specific] to the Rhode Island Regulated Segment

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 [removed: issues.]

[removed: COVID-19 or other pandemics] [added: Pandemic health events] and [removed: resultant] [added: their] impact on business and economic conditions could negatively affect our business.

[removed: While its impact is waning in many respects, a] [added: A] resurgence, [added: or] new variant [added: of COVID-19] or other pandemic [added: health event] and related remediation efforts could present challenges to businesses, communities, workforces, markets and supply chains.

At this time, the Registrants’ cannot predict the [added: ways in which and the] extent to which these or other pandemic-related factors may affect their business, earnings or other financial results.

Numerous functions affecting the efficient operation of our businesses are dependent on the secure and reliable storage, processing and communication of electronic data and the use of sophisticated computer hardware and software [removed: systems.][added: systems and network infrastructure.]

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

[removed: The effects of the TCJA have been reflected in our financial statements, and we] [added: We] continue to evaluate the application of [added: relevant laws, including] the [removed: law] [added: TCJA and the IRA] in calculating income tax expense.

[removed: A ratings downgrade could increase our short-term borrowing costs and negatively] affect our ability to fund liquidity needs and access new long-term debt at acceptable interest rates.

Our operating revenues could fluctuate on a seasonal basis, especially as a result of extreme weather conditions, including [removed: conditions] [added: storms, or from changes in average temperatures for extended periods, which may be] caused or exacerbated by climate change.

The effects of climate change may [removed: accelerate] [added: cause, contribute to] or magnify fluctuations in our operating results.

[removed: Weather] [added: Extreme weather] and other [removed: factors can] [added: significant disruptive events could] significantly affect our profitability or operations by causing outages, damaging infrastructure and requiring significant repair costs.

Business and "Regulatory Matters" in Note 7 to the Financial Statements and in "Legal Matters" and "Regulatory Issues" in Note [removed: 14] [added: 13] to the Financial Statements.

[added: 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.

[removed: These assumptions include investment returns, interest rates, health care cost] trends, inflation rates, benefit improvements, salary increases and the demographics of plan participants.

See "Guarantees and Other Assurances" in Note [removed: 14] [added: 13] to the Financial Statements.

In addition, such permits or approvals may be subject to denial, revocation or modification under [added: certain] circumstances.

issues.

Our ability to retire plants we believe are uneconomic is expected to be subject to receipt of regulatory approvals.

Depending on the results of integrity tests and other integrity program

The operation of our transmission and distribution systems, including gas distribution systems, as well

as our generation plants, are all reliant on cyber-based, complex and integrated technologies.

Systemic issues could arise as a result of upgrades to particular software or human error.

Attacks could also target our personnel or contractors through attempts to gain access or credentials that could be used to breach our systems.

A ratings downgrade could increase our short-term borrowing costs and negatively

Climate change may also contribute to heightened risk or severity of wildfires, which could disrupt our operations and cause us to incur significant costs, though the annual FEMA National Risk Index for wildfires in the jurisdictions in which we provide service is very low to relatively moderate.

These assumptions include investment returns, interest rates, health care cost

Our businesses depend upon our ability to employ and retain key officers and other skilled professional and technical employees.

or operated the facilities.

competition pursuant to FERC Order 1000 from entities that are not incumbent PJM transmission owners with respect to the construction and ownership of transmission facilities within PJM.

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

The COVID-19 virus continues to pose risks to the health and welfare of the Registrants’ customers, employees, contractors and suppliers, and to affect the conduct of their business.

The COVID-19 pandemic has been a contributing factor to certain supply chain shortages that have created risks of potential equipment and fuel supply chain disruptions.

These issues 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.

These factors have the potential to materially and adversely affect the Registrants’ business and operations, especially if they are exacerbated by a resurgence or other pandemics.

Operating expenses could be affected by weather conditions, including storms, as well as by significant man-made or accidental disturbances, including terrorism or natural disasters.

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

[added: Business Strategy] *(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: 2022] [added: 2023] with [removed: 2021.][added: 2022.]

For PPL, "Results of Operations" also includes "Segment [removed: Earnings" and "Adjusted Gross Margins,"] [added: Earnings,"] which [removed: provide] [added: provides] a detailed analysis of earnings by reportable segment.

These discussions include [added: the] non-GAAP financial [removed: measures, including] [added: measure] "Earnings from Ongoing Operations" and [removed: "Adjusted Gross Margins" and] provide [removed: explanations] [added: an explanation] of the non-GAAP financial [removed: measures] [added: measure] and a reconciliation of the [removed: non-GAAP financial measures] [added: measure] to the most comparable GAAP measure.

For comparison of the Registrants’ results of operations and cash flows for the years ended December 31, [removed: 2021] [added: 2022] to December 31, [removed: 2020,] [added: 2021,] refer to “Item 7.

Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the [removed: 2021] [added: 2022] Form 10-K, filed with the SEC on February [removed: 18, 2022.][added: 17, 2023.]

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

Central to PPL's and the other Registrants' strategy is recovering capital project costs efficiently through various rate-making mechanisms, including periodic base rate case proceedings using forward test years, annual FERC formula rate mechanisms [added: and other regulatory agency-approved recovery mechanisms designed to limit regulatory lag.]

In Kentucky, in addition to FERC formula rates, the KPSC has adopted a series of regulatory mechanisms (ECR, DSM, GLT, fuel adjustment clause, and gas [removed: 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.]

In Pennsylvania, [removed: the] FERC [removed: transmission] formula [removed: rate,] [added: rates,] DSIC mechanism, Smart Meter Rider and other recovery mechanisms operate to reduce regulatory lag and provide for timely recovery of and a return on, as appropriate, prudently incurred costs.

[added: |] Acquisition of Narragansett [removed: Electric][added: Electric, net of cash acquired | | | 3,660 | | | | | | — | | | | | | — | | | | | | — | | |]

See Note [removed: 9] [added: 7] to the Financial Statements for additional information.

[added: |] Sale of Safari Holdings [added: (b) | | | (54) | | |]

[added: (g)] See Note 9 [removed: and Note 14] to the Financial Statements for additional information.

*Environmental Considerations for Coal-Fired Generation* [removed: *(PPL, LG&E and KU)*]

See Notes 7, [removed: 14] [added: 13] and [removed: 20] [added: 19] to the Financial Statements for a discussion of these significant environmental matters.

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

Mill Creek Unit 2, with 297 MW of capacity, is expected to be retired in [removed: 2027.][added: 2027, subject to certain conditions.]

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

[removed: LG&E and KU] [added: RIE] cannot predict the outcome of these matters.

*FERC Transmission Rate Filing* [removed: *(PPL, LG&E and KU)*]

In 2018, LG&E and KU applied to the FERC requesting elimination of certain on-going [added: waivers and] credits to a sub-set of transmission customers relating to the 1998 merger of LG&E's and KU's parent entities and the 2006 withdrawal of LG&E and KU from the Midcontinent Independent System Operator, Inc. (MISO), a regional transmission operator and energy market.

[removed: On] [added: In] August [removed: 4,] 2022, the D.C. Circuit Court of Appeals issued an order remanding the proceedings back to the FERC.

The "Statement of Income Analysis" discussion below describes significant changes in principal line items on [removed: PPL's] [added: the] Statements of Income, comparing [removed: 2022] [added: 2023] with [removed: 2021.][added: 2022.]

The "Segment Earnings" [removed: and "Adjusted Gross Margins"] discussions [removed: for PPL provide] [added: provides] a review of results by reportable segment.

These discussions include [added: the] non-GAAP financial [removed: measures, including] [added: measure] "Earnings from Ongoing Operations" and [removed: "Adjusted Gross Margins," and] provide [removed: explanations] [added: an explanation] of the non-GAAP financial [removed: measures] [added: measure] and a reconciliation of [removed: those measures] [added: the measure] to the most comparable GAAP measure.

The "Statement of Income Analysis" discussion below describes significant changes in principal line items on the Statements of Income, comparing [removed: 2022] [added: 2023] with [removed: 2021.][added: 2022.]

PPL: Statement of Income [removed: Analysis, Segment Earnings] [added: Analysis] and [removed: Adjusted Gross Margins][added: Segment Earnings]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | |

| Operating Revenues | | | $ | [removed: 7,902] [added: 8,312] | | | | | $ | [removed: 5,783] [added: 7,902] | | | | | $ | [removed: 2,119] [added: 410] | |

| Energy purchases | | | [removed: 1,686] [added: 1,841] | | | | | | [removed: 752] [added: 1,686] | | | | | | [removed: 934] [added: 155] | | |

| Other operation and maintenance | | | [removed: 2,398] [added: 2,462] | | | | | | [removed: 1,608] [added: 2,398] | | | | | | [removed: 790] [added: 64] | | |

| Depreciation | | | [removed: 1,181] [added: 1,254] | | | | | | [removed: 1,082] [added: 1,181] | | | | | | [removed: 99] [added: 73] | | |

| Taxes, other than income | | | [removed: 332] [added: 392] | | | | | | [removed: 207] [added: 332] | | | | | | [removed: 125] [added: 60] | | |

| Total Operating Expenses | | | [removed: 6,528] [added: 6,682] | | | | | | [removed: 4,359] [added: 6,528] | | | | | | [removed: 2,169] [added: 154] | | |

| Other Income (Expense) - net | | | [removed: 54] [added: (40)] | | | | | | [removed: 15] [added: 54] | | | | | | [removed: 39] [added: (94)] | | |

| Interest Expense | | | [removed: 513] [added: 666] | | | | | | [removed: 918] [added: 513] | | | | | | [removed: (405)] [added: 153] | | |

| Income from Continuing Operations Before Income Taxes | | | [removed: 915] [added: 924] | | | | | | [removed: 521] [added: 915] | | | | | | [removed: 394] [added: 9] | | |

| Income Taxes | | | [removed: 201] [added: 184] | | | | | | [removed: 503] [added: 201] | | | | | | [removed: (302)] [added: (17)] | | |

| Income from Continuing Operations After Income Taxes | | | [removed: 714] [added: 740] | | | | | | [removed: 18] [added: 714] | | | | | | [removed: 696] [added: 26] | | |

PPL operates four regulated utilities located in Pennsylvania, Kentucky and Rhode Island.

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.

On December 22, 2023, PPL announced that it entered into a settlement agreement (Settlement Agreement) with Talen Montana, LLC and affiliated entities (Talen) to resolve all claims made by Talen in Talen Montana, LLC et al.

v.

PPL Corp. et al, Adv.

No 22-09001 pending before the U.S. Bankruptcy Court for the Southern District of Texas and arising out of the June 2015 spinoff of PPL Energy Supply, which was renamed Talen.

Under the terms of the Settlement Agreement, PPL paid Talen $115 million and Talen dismissed all claims against PPL.

Separately, PPL and Riverstone mutually agreed to dismiss all remaining claims in a settlement in January 2024.

This matter is now concluded.

See "Legal Matters" in Note 13 to the Financial Statements for additional information.

*Purchase of Renewable Tax Credits* *(PPL)*

During 2023, PPL purchased approximately $300 million of renewable tax credits, as allowed by the IRA.

The credits were acquired at a discount.

PPL believes that it will be able to monetize the acquired credits within the foreseeable future and recorded the associated benefit of the discount as a reduction of income taxes as of December 31, 2023.

In addition, PPL recorded a deferred tax asset representing credits that will be utilized in future periods.

*IRS Revenue Procedure 2023-15* *(PPL and LG&E)*

On April 14, 2023, the IRS issued Revenue Procedure 2023-15, which provides a safe harbor method of accounting that taxpayers may use to determine whether expenses to repair, maintain, replace, or improve natural gas transmission and distribution property must be capitalized for tax purposes.

PPL and LG&E are currently reviewing the revenue procedure to determine its potential impact on their financial statements.

*CPCN and SB 4 Application*

On December 15, 2022, LG&E and KU filed an application with the KPSC for a CPCN for the construction and purchase of various generating facilities in conjunction with the retirement of four existing coal-fired generation units and three small gas-fired units.

On March 24, 2023, Kentucky Senate Bill 4 (SB 4) went into effect, which requires KPSC approval of the retirement of fossil fuel-fired electric generating units in the state.

On May 10, 2023, LG&E and KU filed an application with the KPSC seeking approval of the retirement of seven fossil fuel-fired generating units as required by SB 4.

On May 16, 2023, the KPSC entered an Order consolidating the SB 4 filing proceeding into the CPCN case.

On November 6, 2023, the KPSC issued an order approving LG&E’s and KU’s requests (i) to construct a 640 MW net summer rating NGCC combustion turbine at LG&E's Mill Creek Generating Station in Jefferson County, Kentucky, (ii) to construct a 120 MWac solar photovoltaic electric generating facility in Mercer County, Kentucky, (iii) to acquire a 120 MWac solar facility to be built by a third-party solar developer in Marion County, Kentucky and (iv) to construct a 125 MW, 4-hour battery energy storage system facility at KU's E.W. Brown Generating Station.

The KPSC denied the request to construct a 621 MW net summer rating NGCC combustion turbine at KU's E.W. Brown Generating Station in Mercer County, Kentucky at this time, based on the finding that the construction of this unit should be deferred with the construction date beginning on a date that provides for an in-service date in 2030.

The order also authorized LG&E's and KU's entry into the four solar PPAs, subject to certain conditions, but deferred for future proceedings specific decisions on cost recovery treatment or mechanisms.

Further, the order approved the new, adjusted or expanded energy efficiency programs contained in the requested 2024-2030 DSM plan.

The new NGCC facility will be jointly owned by LG&E (31%) and KU (69%) and the solar units will be jointly owned by LG&E (37%) and KU (63%), the battery storage unit will be owned by LG&E, and the proposed PPA transactions and DSM programs will 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.

*Kentucky March 2023 Storm*

On March 3, 2023, LG&E and KU experienced significant windstorm activity in their service territories, resulting in substantial damage to certain of LG&E's and KU's assets with total costs incurred through December 31, 2023 of $74 million ($33 million at LG&E and $41 million at KU).

On March 17, 2023, LG&E and KU submitted a filing with the KPSC requesting regulatory asset treatment of the extraordinary operations and maintenance expenses portion of the costs incurred related to the windstorm.

On April 5, 2023, the KPSC issued an order approving the request for accounting purposes, noting that approval for recovery would be determined in LG&E’s and KU’s next base rate cases.

As of December 31, 2023, LG&E and KU recorded regulatory assets related to the storm of $8 million and $11 million.

On May 18, 2023, the FERC issued an order on remand reversing its 2019 decision and requiring LG&E and KU to refund credits previously withheld, including under such transition mechanism.

LG&E and KU filed a petition for review of the FERC's May 18, 2023 order with the D.C. Circuit Court of Appeals, and provided refunds in accordance with the FERC order on December 1, 2023.

The FERC issued an order on LG&E and KU’s compliance filing on November 16, 2023, and LG&E and KU filed a petition for review of this November 16 order on February 14, 2024.

The proceedings at the D.C. Circuit Court of Appeals were held on abeyance until February 15, 2024, but a motion to hold the proceedings on abeyance for an additional 60 days was filed on February 15, 2024, to allow the FERC time to substantively address LG&E and KU’s request for rehearing of the November 16 order.

LG&E and KU cannot predict the ultimate outcome of the proceedings or any other post decision process but do not expect the annual impact to have a material effect on their operations or financial condition.

LG&E and KU currently receive recovery of certain

waivers and credits primarily through base rates increases, provided, however, that increases associated with the FERC's May 18, 2023 order are expected to be subject to future rate proceedings.

Business Strategy

PPL operates four fully regulated high-performing utilities.

and other regulatory agency-approved recovery mechanisms designed to limit regulatory lag.

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 $3.8 billion total cash consideration paid was funded with proceeds from PPL's 2021 sale of its U.K. utility business.

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.

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.

Pennsylvania State Tax Reform *(PPL and PPL Electric)*

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.

Inflation Reduction Act *(All Registrants)*

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.

E.W. Brown Unit 3, with 412 MW of capacity, and Ghent Unit 2, with 486 MW of capacity, are expected to be retired in 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.

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 the proceedings at the FERC on remand.

We have audited the accompanying consolidated balance sheets of PPL Corporation and subsidiaries (the "Company") as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 17, 2023,] [added: 16, 2024,] expressed an unqualified opinion on the Company's internal control over financial reporting.

Regulatory Assets and [removed: Liabilities –] [added: Liabilities–] Impact of [removed: Rate Regulation] [added: Rate-Regulation] on [removed: Various Account Balances] [added: Regulatory Assets] and [added: Liabilities and Related] Disclosures – Refer to Notes 1 and 7 to the financial statements

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

Regulatory liabilities are recognized for amounts expected to be returned through future regulated [removed: customer rates.]

While the [removed: Company’s utilities have] [added: 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, PAPUC, RIPUC, and Rhode Island Division of Public Utilities and Carriers] [added: regulatory commissions] will not approve full recovery of [added: and return on] such costs or approve recovery on a timely basis in future regulatory decisions.

We identified the impact of rate regulation as a critical audit matter due to the significant judgments made by management in continually assessing whether the regulatory assets are probable of future recovery by considering [removed: factors,] [added: factors] such as changes in the applicable regulatory [removed: and political] environments, the ability to recover costs through regulated rates, [added: and] recent rate [removed: orders, and the status of any pending legislation.][added: orders.]

Auditing these judgments required specialized knowledge of accounting for rate regulation [removed: and the rate-setting process] due to its inherent complexities.

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

- We tested the effectiveness of management’s internal controls over evaluating the likelihood of recovery [added: or refund] in future rates of costs deferred as regulatory [removed: assets.][added: assets and liabilities.]

We tested the effectiveness of management’s internal controls over the [added: recognition of amounts as regulatory assets or liabilities and the] monitoring and evaluation of regulatory developments that may affect 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, PAPUC, RIPUC and Rhode Island Division of Public Utilities and Carriers] [added: regulatory commissions] for the [removed: Company’s regulated utilities and other public utilities, regulatory statutes, interpretations, procedural memorandums, filings made by intervening parties,] [added: Company] 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: the Company’s] [added: LG&E’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 consolidated balance sheets of PPL Electric Utilities Corporation and subsidiaries (the "Company") as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income, equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes (collectively referred to as the "financial statements").

As discussed in Note 1 to the financial statements, PPL Electric Utilities [removed: Corporation] [added: Company] (PPL Electric) is a cost-based rate-regulated utility for which rates are set by [removed: the Federal Energy Regulatory Commission (FERC) and the Pennsylvania Public Utility Commission (PAPUC)] [added: regulatory commissions] 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 [removed: ratemaking decisions or precedent for each transaction or event as prescribed by the FERC and PAPUC.][added: rate orders or, in certain]

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

We identified the impact of rate regulation as a critical audit matter due to the significant judgments made by management in continually assessing whether the regulatory assets are probable of future recovery by considering factors such as changes in the applicable regulatory [removed: and political] environments, the ability to recover costs through regulated rates, [added: and] recent rate [removed: orders, and the status of any pending legislation.][added: orders.]

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

- We obtained and read relevant regulatory orders issued by the [removed: FERC and PAPUC] [added: regulatory commissions] for PPL Electric and other [removed: public utilities in Pennsylvania, regulatory statutes, interpretations, procedural memorandums, filings made by 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 PPL Electric’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 Louisville Gas and Electric Company (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related statements of income, equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes (collectively referred to as the [removed: “financial statements”).][added: "financial statements").]

Regulatory Assets and Liabilities– Impact of Rate-Regulation on [removed: Various Account Balances] [added: Regulatory Assets] and [added: Liabilities and Related] Disclosures – Refer to Notes 1 and 7 to the financial statements

As discussed in Note 1 to the financial statements, [removed: the] [added: Louisville Gas & Electric] Company [added: (LG&E)] is a cost-based rate-regulated utility for which rates are set by [removed: the Kentucky Public Service Commission (KPSC) and the Federal Energy Regulatory Commission (FERC)] [added: regulatory commissions] 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 regulatory assets and regulatory liabilities is based on specific [removed: ratemaking decisions or precedent for each transaction or event as prescribed by the KPSC and FERC.][added: rate orders or, in certain]

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

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

We tested the effectiveness of [removed: management's] [added: management’s] internal controls over the [added: recognition of amounts as regulatory assets or liabilities and the] monitoring and evaluation of regulatory developments that may affect the [removed: 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: KPSC and FERC for the Company and other public utilities in Kentucky,] regulatory [removed: statutes, interpretations, procedural memorandums, filings made by intervening parties,] [added: commissions for LG&E] 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: the Company’s] [added: KU’s] disclosures related to the impacts of rate-regulation, including the balances recorded and regulatory developments.

We have audited the accompanying balance sheets of Kentucky Utilities Company (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related statements of income, equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes (collectively referred to as the [removed: “financial statements”).][added: "financial statements").]

Regulatory Assets and [removed: Liabilities –] [added: Liabilities–] Impact of Rate-Regulation on [removed: Various Account Balances] [added: Regulatory Assets] and [added: Liabilities and Related] Disclosures – Refer to Notes 1 and 7 to the financial statements

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

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

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

- We obtained and read relevant regulatory orders issued by the [removed: KPSC, VSCC, and FERC for the Company and other public utilities in Kentucky and Virginia,] regulatory [removed: statutes, interpretations, procedural memorandums, filings made by intervening parties,] [added: commissions for KU] 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.

customer rates.

The accounting for regulatory assets and regulatory liabilities is based on specific rate orders or, in certain cases, regulatory commission precedent for transactions or events.

February 16, 2024

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

cases, regulatory commission precedent for transactions or events.

Auditing these judgments required specialized knowledge of accounting for rate regulation due to its inherent complexities.

- We tested the effectiveness of management’s internal controls over evaluating the likelihood of recovery or refund in future rates of costs deferred as regulatory assets and liabilities.

February 16, 2024

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

The accounting for regulatory assets and regulatory liabilities is based on specific rate orders or, in certain cases, regulatory commission precedent for transactions or events.

While LG&E has indicated that it expects to recover costs

We identified the impact of rate regulation as a critical audit matter due to the significant judgments made by management in continually assessing whether the regulatory assets are probable of future recovery by considering factors such as changes in the applicable regulatory environments, the ability to recover costs through regulated rates, and recent rate orders.

Auditing these judgments required specialized knowledge of accounting for rate regulation due to its inherent complexities.

- We tested the effectiveness of management’s internal controls over evaluating the likelihood of recovery or refund in future rates of costs deferred as regulatory assets and liabilities.

We tested the effectiveness of management’s internal controls over the recognition of amounts as regulatory assets or liabilities and the monitoring and evaluation of regulatory developments that may affect the likelihood of recovering costs in future rates or of a future reduction in rates.

February 16, 2024

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Regulatory Assets and Liabilities– Impact of Rate-Regulation on Regulatory Assets and Liabilities and Related Disclosures – Refer to Notes 1 and 7 to the financial statements

cases, regulatory commission precedent for transactions or events.

We identified the impact of rate regulation as a critical audit matter due to the significant judgments made by management in continually assessing whether the regulatory assets are probable of future recovery by considering factors such as changes in the applicable regulatory environments, the ability to recover costs through regulated rates, and recent rate orders.

Auditing these judgments required specialized knowledge of accounting for rate regulation due to its inherent complexities.

- We tested the effectiveness of management’s internal controls over evaluating the likelihood of recovery or refund in future rates of costs deferred as regulatory assets and liabilities.

We tested the effectiveness of management’s internal controls over the recognition of amounts as regulatory assets or liabilities and the monitoring and evaluation of regulatory developments that may affect the likelihood of recovering costs in future rates or of a future reduction in rates.

February 16, 2024

*Critical Audit Matter Description*

Base rates are generally established based on a future test period.

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 FERC, KPSC, VSCC, PAPUC, RIPUC, and Rhode Island Division of Public Utilities

and Carriers.

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

As of December 31, 2022, the Company had a recorded regulatory assets balance of $2,077 million and regulatory liabilities balance of $3,650 million.

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 FERC, KPSC, VSCC, PAPUC, RIPUC, and Rhode Island Division of Public Utilities and Carriers.

Regulatory decisions can have an impact on the recovery of costs, the rate earned on invested capital, and the timing and amount of assets to be recovered by rates.

The FERC, KPSC, VSCC, PAPUC, RIPUC, and 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.

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*

We tested the effectiveness of management’s controls over the recognition of amounts as regulated utility plant, regulatory assets or liabilities, operating revenues, depreciation, income taxes, and note disclosures.

We evaluated the external information and compared it to management’s recorded regulatory asset and liability balances for completeness.

- We inquired of management about regulated utility plant that may be abandoned.

We inspected minutes of the Board of Directors, other public information, regulatory orders, and other filings with the commissions to identify any evidence that could indicate utility plant may be abandoned.

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

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.

As of December

31, 2022, PPL Electric had a recorded regulatory assets balance of $581 million and regulatory liabilities balance of $905 million.

PPL Electric’s regulated utility’s 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 FERC and PAPUC.

The FERC and PAPUC regulation of rates is premised on the full recovery of prudently incurred costs and an adequate return on capital investments.

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

[added: AVAILABLE INFORMATION] *(All Registrants)*

PPL's principal subsidiaries at December 31, [removed: 2022] [added: 2023] are shown below (* denotes a Registrant).

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

*PPL Electric*, headquartered in Allentown, Pennsylvania, is a [removed: wholly owned] [added: wholly-owned] subsidiary of PPL and a regulated public utility that is an electricity transmission and distribution service provider in eastern and central Pennsylvania.

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

*KU,* headquartered in Lexington, Kentucky, is a [removed: wholly owned] [added: wholly-owned] subsidiary of LKE and a regulated utility engaged in the generation, transmission, distribution and sale of electricity in Kentucky and Virginia.

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

| For the year ended December 31, [removed: 2022:] [added: 2023:] | | | | | | | | | | | | | | | | | |

| Operating Revenues (in billions) | | | $ | [removed: 3.8] [added: 3.5] | | | | | $ | 3.0 | | | | | $ | [removed: 1.0] [added: 1.9] | |

| Net Income (in millions) | | | $ | [removed: 507] [added: 552] | | | | | $ | [removed: 525] [added: 519] | | | | | $ | [removed: (44)] [added: 96] | |

| Natural gas delivered (Bcf) | | | [removed: 31] [added: 41] | | | | | | — | | | | | | [removed: 14] [added: 38] | | |

| Regulatory Asset Base (in billions) [removed: (b)] [added: (a)] | | | $ | [removed: 11.7] [added: 12.0] | | | | | $ | [removed: 9.3] [added: 9.8] | | | | | $ | 3.2 | |

See Note [removed: 9] [added: 7] to the Financial Statements for additional information.

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

Beginning on January 1, 2023, the Kentucky Regulated segment [removed: will consist] [added: consists] 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.

The financing activity of LKE [removed: will be] [added: is] presented in [removed: Corporate] [added: "Corporate] and [removed: Other] [added: Other"] beginning on January 1, 2023.

As a [removed: result of this change, beginning on January 1, 2023,] [added: result,] PPL’s segments [removed: will] consist of [removed: the] [added: its] regulated operations [removed: of] [added: in] Kentucky, Pennsylvania and Rhode Island and [removed: 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.

[added: Each of] LG&E and KU [removed: are individually] [added: operates as a] single operating and reportable [removed: segments.][added: segment.]

*The Kentucky Regulated segment consists 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 [removed: gas.][added: gas.*]

LG&E provides electric service to approximately [removed: 433,000] [added: 436,000] customers in Louisville and adjacent areas in Kentucky, covering approximately 700 square miles in nine counties and provides natural gas service to approximately [removed: 334,000] [added: 335,000] customers in its electric service area and eight additional counties in Kentucky.

KU provides electric service to approximately [removed: 541,000] [added: 545,000] customers in 77 counties in central, [added: southeastern and western Kentucky and approximately 28,000 customers in five counties in southwestern Virginia, covering]

See Note 3 to the Financial Statements for [added: additional] revenue information.

At December 31, [removed: 2022,] [added: 2023,] LG&E owned generating capacity of 2,760 MW and KU owned generating capacity of 4,775 MW.

During [removed: 2022,] [added: 2023,] LG&E's and KU's power plants generated the following amounts of electricity:

(a)This generation represents [removed: an increase] [added: a decrease] for LG&E of [removed: 5%] [added: 4%] and a decrease for KU of [removed: 1%] [added: 8%] from [removed: 2021] [added: 2022] output.

Due to environmental requirements and energy efficiency measures, as of December 31, [removed: 2022,] [added: 2023,] LG&E and KU have retired approximately 1,200 MW of coal-fired generation plants since 2010.

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

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

LG&E and KU continue to market the program and [removed: have started receiving] [added: are accepting] subscriptions for the sixth 500-kilowatt phase.

The generation facility is currently expected to be operational in the fourth quarter of [removed: 2024.][added: 2026.]

The new NGCC [removed: would] [added: facility will] be jointly owned by LG&E (31%) and KU (69%) and the solar units [removed: would] [added: will] be jointly owned by LG&E (37%) and KU (63%), the battery storage unit [removed: would] [added: will] be owned by LG&E, and the proposed PPA transactions and DSM programs [removed: would] [added: will] 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.

LG&E and KU have entered into coal supply agreements with various suppliers for coal deliveries through [removed: 2027] [added: 2028] and augment their coal supply agreements with spot market purchases, as needed.

To enhance the reliability of natural gas supply, LG&E and KU have secured firm long-term pipeline transport capacity services with contracts of various durations through [removed: 2024] [added: 2056] on the interstate pipeline serving Cane Run Unit [removed: 7.][added: 7, six simple cycle combustion turbines at the Trimble County site, and the future Mill Creek Unit 5.]

This pipeline also serves the [removed: six simple cycle combustion turbine units located at the Trimble County site as well as] two [removed: other] simple cycle units at the Paddy's Run site.

LG&E and KU have firm contracts for a portion of the natural gas fuel for Cane Run Unit 7 through [removed: October 2024.][added: 2026.]

The bulk of the natural gas fuel [removed: remains] [added: is expected to be] purchased on the spot market.

[removed: *(PPL] [added: Water/Waste *(PPL, LG&E] and [removed: LG&E)*][added: KU)*]

[removed: Five] [added: Four] underground natural gas storage [removed: fields,] [added: fields in service,] with a current working natural gas capacity of approximately [removed: 15 billion cubic feet (Bcf),] [added: 11 Bcf,] are used to provide natural gas service to LG&E's firm sales customers.

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

At December 31, [removed: 2022,] [added: 2023,] LG&E had [removed: 10] [added: 9] Bcf of natural gas stored underground with a carrying value of [removed: $68] [added: $34] million.

PPL, headquartered in Allentown, Pennsylvania, is a utility holding company, incorporated in 1994.

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

"Corporate and Other" primarily includes corporate level financing costs, certain unallocated costs, and certain non-recoverable costs incurred in conjunction with the acquisition of Narragansett Electric and the financial results of Safari Energy, prior to its sale on November 1, 2022.

Prior periods have been adjusted to reflect this change.

| Electricity delivered (GWh) | | | 28,809 | | | | | | 35,704 | | | | | | 7,174 | | |

| At December 31, 2023: | | | | | | | | | | | | | | | | | |

approximately 4,800 non-contiguous square miles.

| Coal | | | 10,509 | | | | | | 13,219 | | |

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

| Gas | | | 1,241 | | | | | | 4,120 | | |

| Hydro | | | 272 | | | | | | 44 | | |

| Total (a) | | | 12,030 | | | | | | 17,395 | | |

of December 31, 2022.

The generation facility is currently expected to be operational in early 2025.

On December 15, 2022, LG&E and KU filed an application with the KPSC for a CPCN for the construction and purchase of various generating facilities in conjunction with the retirement of four existing coal-fired generation units and three small gas-fired units.

On March 24, 2023, Kentucky Senate Bill 4 (SB 4) went into effect, which requires KPSC approval of the retirement of fossil fuel-fired electric generating units in the state.

On May 10, 2023, LG&E and KU filed an application with the KPSC seeking approval of the retirement of seven fossil fuel-fired generating units as required by SB 4.

On May 16, 2023, the KPSC entered an Order consolidating the SB 4 filing proceeding into the CPCN case.

On November 6, 2023, the KPSC issued an order approving LG&E’s and KU’s requests (i) to construct a 640 MW net summer rating NGCC combustion turbine at LG&E's Mill Creek Generating Station in Jefferson County, Kentucky, (ii) to construct a 120 MWac solar photovoltaic electric generating facility in Mercer County, Kentucky, (iii) to acquire a 120 MWac solar facility to be built by a third-party solar developer in Marion County, Kentucky and (iv) to construct a 125 MW, 4-hour battery energy storage system facility at KU's E.W. Brown Generating Station.

The KPSC denied the request to construct a 621 MW net summer rating NGCC combustion turbine at KU's E.W. Brown Generating Station in Mercer County, Kentucky at this time, based on the finding that the construction of this unit should be deferred with the construction date beginning on a date that provides for an in-service date in 2030.

The order also authorized LG&E's and KU's entry into the four solar PPAs, subject to certain conditions, but deferred for future proceedings specific decisions on cost recovery treatment or mechanisms.

Further, the order approved the new, adjusted or expanded energy efficiency programs contained in the requested 2024-2030 DSM plan.

The KPSC order included approval of the requested retirements of two existing coal-fired generation units at LG&E's Mill Creek Unit 1 (300 MW) and 2 (297 MW) in 2024 and 2027, subject to certain conditions, and three small gas-fired units.

The order denied approval of the retirement of KU's E.W. Brown 3 Unit (412 MW) and Ghent Unit 2 (486 MW) in 2028 at this time, citing the need for additional clarity regarding environmental compliance regulations.

This field had a working natural gas capacity of 4 Bcf.

A primary objective of any RTO is to separate the operation of, and access to, the

2023 is considered a transitional period as the calendar year rate approved by FERC became effective April 1, 2023.

RIE’s distribution base rates are calculated based on a return on rate base (net utility plant plus a cash working capital allowance less plant-related deferred taxes and other miscellaneous additions and deductions).

All regulatory assets and liabilities, except accumulated deferred income taxes, are excluded from the return on rate base.

Therefore, no return is earned on the related assets unless specifically provided for by the RIPUC.

Currently, RIE's ISR and Renewable Energy Growth Program adjustment mechanisms are the only mechanisms authorized to earn a return.

Certain operating expenses are also

included in RIE’s distribution base rates including wages and benefits, other operation and maintenance expenses, depreciation, and taxes.

Beginning in 2023, the financing activity of LKE is included in Corporate and Other.

Prior periods have been adjusted to reflect this change.

*NAAQS*

The new particulate matter standard may also result in more stringent requirements for new generation located in nonattainment areas.

In response to judicial orders that stayed the EPA’s denial of certain state implementation plans, the EPA in July 2023 issued an interim stay of implementation of Good Neighbor Plan requirements for emission sources in several states including Kentucky.

Legal challenges to CSAPR and related determinations remain pending, and the U.S. Supreme Court will hear arguments on numerous stay applications filed by states and industry groups over the Good Neighbor Plan.

In January 2023, the EPA released a proposed revision to increase the stringency of the current NAAQS for particulate matter.

PPL, headquartered in Allentown, Pennsylvania, is a utility holding company, incorporated in 1994 to serve as the holding company for the regulated utility that is now PPL Electric and pursue other business activities in the deregulated power sector.

"Corporate and Other" primarily includes financing and other costs incurred at the corporate level that have not been allocated or assigned to the 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.

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

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

(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.

In addition, the Kentucky Regulated segment includes certain financing and other costs at LKE.*

southeastern and western Kentucky and approximately 28,000 customers in five counties in southwestern Virginia, covering approximately 4,800 non-contiguous square miles.

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

| Oil | | | — | | | | | | 6 | | |

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

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

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

Construction

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 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 and KU cannot predict the outcome of these matters.

See "Financial and Operational Developments" in "Item 7.

Any change in the prior year PPL zonal peak load billing factor applied on January 1 of each year will result in an increase or decrease in revenue until the next annual rate update is effective on June 1 of that same year.

Additionally, RIE makes available its transmission facilities to NEP, for operation and

control pursuant to an integrated facilities agreement, Service Agreement No. 23 (Integrated Facilities Agreement or IFA).

These revenues arise under tariff/rate agreements.

At December 31, 2022, all of RIE’s regulatory assets are authorized to earn a rate of return except $98 million of environmental response costs, $77 million of postretirement benefits and $61 million of net metering deferral costs.

However, PPL Capital Funding participated significantly in the financing for the acquisition of LKE and certain associated financing costs were allocated to the Kentucky Regulated Segment.

Prior to 2021, the associated financing costs, as well as the financing costs associated with prior issuances of certain other PPL Capital Funding securities, were assigned to the relevant segments for purposes of PPL management's assessment of segment performance.

Beginning in 2021, corporate level financing costs are no longer allocated to the reportable segments.

*NAAQS* *(PPL, LG&E and KU)*

Pursuant to the President’s executive order, the EPA is currently reviewing its previous determinations made in December 2020 to retain the existing NAAQS for ozone and particulate matter without change, including a pre-publication proposed revision that was released by the EPA on January 6, 2023.

Water/Waste

Among the items discussed are

| PPL | | | 6,527 | | | | | | 2,411 | | | | | | 37 | | % |

| PPL Electric | | | 1,382 | | | | | | 913 | | | | | | 66 | | % |

| LG&E | | | 964 | | | | | | 618 | | | | | | 64 | | % |

See Notes 6, 7, 9 and [removed: 14] [added: 13] to the Financial Statements for information regarding legal, tax and regulatory matters and proceedings.

| ☒ | | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, [removed: 2022] [added: 2023] | | |

As of June 30, [removed: 2022,] [added: 2023,] PPL Corporation had [removed: 736,157,176] [added: 737,085,881] 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: $19,971,944,185.][added: $19,503,292,411.]

As of January 31, [removed: 2023,] [added: 2024,] PPL Corporation had [removed: 736,677,854] [added: 737,603,408] shares of its $0.01 par value Common Stock outstanding.

As of January 31, [removed: 2023,] [added: 2024,] PPL Corporation held all 66,368,056 outstanding common shares, no par value, of PPL Electric Utilities Corporation.

As of January 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] 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: 2022] [added: 2023] and which will provide the information required by Part III of this Report.

FOR THE YEAR ENDED DECEMBER 31, [removed: 2022][added: 2023]

| | | | | | | [Glossary of Terms and [removed: Abbreviations](#iae925efb56ca4e84bab4c297b2c58160_10)] [added: Abbreviations](#ibc3ea2493fc54a06b485add3d5127332_10)] | | | [removed: [i](#iae925efb56ca4e84bab4c297b2c58160_10)] [added: [i](#ibc3ea2493fc54a06b485add3d5127332_10)] | | |

| | | | | | | [Forward-Looking [removed: Information](#iae925efb56ca4e84bab4c297b2c58160_16)] [added: Information](#ibc3ea2493fc54a06b485add3d5127332_16)] | | | [removed: [1](#iae925efb56ca4e84bab4c297b2c58160_16)] [added: [1](#ibc3ea2493fc54a06b485add3d5127332_16)] | | |

| 1A. | | | | | | [Risk [removed: Factors](#iae925efb56ca4e84bab4c297b2c58160_25)] [added: Factors](#ibc3ea2493fc54a06b485add3d5127332_25)] | | | [removed: [18](#iae925efb56ca4e84bab4c297b2c58160_25)] [added: [18](#ibc3ea2493fc54a06b485add3d5127332_25)] | | |

| 1B. | | | | | | [Unresolved Staff [removed: Comments](#iae925efb56ca4e84bab4c297b2c58160_28)] [added: Comments](#ibc3ea2493fc54a06b485add3d5127332_28)] | | | [removed: [25](#iae925efb56ca4e84bab4c297b2c58160_28)] [added: [25](#ibc3ea2493fc54a06b485add3d5127332_28)] | | |

| 3. | | | | | | [Legal [removed: Proceedings](#iae925efb56ca4e84bab4c297b2c58160_34)] [added: Proceedings](#ibc3ea2493fc54a06b485add3d5127332_34)] | | | [removed: [27](#iae925efb56ca4e84bab4c297b2c58160_34)] [added: [28](#ibc3ea2493fc54a06b485add3d5127332_34)] | | |

| 4. | | | | | | [Mine Safety [removed: Disclosures](#iae925efb56ca4e84bab4c297b2c58160_37)] [added: Disclosures](#ibc3ea2493fc54a06b485add3d5127332_37)] | | | [removed: [27](#iae925efb56ca4e84bab4c297b2c58160_37)] [added: [28](#ibc3ea2493fc54a06b485add3d5127332_37)] | | |

| 5. | | | | | | [Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#iae925efb56ca4e84bab4c297b2c58160_43)] [added: Securities](#ibc3ea2493fc54a06b485add3d5127332_43)] | | | [removed: [28](#iae925efb56ca4e84bab4c297b2c58160_43)] [added: [29](#ibc3ea2493fc54a06b485add3d5127332_43)] | | |

| 6. | | | | | | [Selected Financial and Operating [removed: Data](#iae925efb56ca4e84bab4c297b2c58160_46)] [added: Data](#ibc3ea2493fc54a06b485add3d5127332_46)] | | | [removed: [28](#iae925efb56ca4e84bab4c297b2c58160_46)] [added: [29](#ibc3ea2493fc54a06b485add3d5127332_46)] | | |

| 7. | | | | | | [Combined Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iae925efb56ca4e84bab4c297b2c58160_49)] [added: Operations](#ibc3ea2493fc54a06b485add3d5127332_49)] | | | [removed: [29](#iae925efb56ca4e84bab4c297b2c58160_49)] [added: [30](#ibc3ea2493fc54a06b485add3d5127332_49)] | | |

| | | | | | | [Business [removed: Strategy](#iae925efb56ca4e84bab4c297b2c58160_55)] [added: Strategy](#ibc3ea2493fc54a06b485add3d5127332_55)] | | | [removed: [29](#iae925efb56ca4e84bab4c297b2c58160_55)] [added: [30](#ibc3ea2493fc54a06b485add3d5127332_55)] | | |

| | | | | | | [Financial and Operational [removed: Developments](#iae925efb56ca4e84bab4c297b2c58160_58)] [added: Developments](#ibc3ea2493fc54a06b485add3d5127332_58)] | | | [removed: [30](#iae925efb56ca4e84bab4c297b2c58160_58)] [added: [31](#ibc3ea2493fc54a06b485add3d5127332_58)] | | |

| | | | | | | [Results of [removed: Operations](#iae925efb56ca4e84bab4c297b2c58160_61)] [added: Operations](#ibc3ea2493fc54a06b485add3d5127332_61)] | | | [removed: [32](#iae925efb56ca4e84bab4c297b2c58160_61)] [added: [33](#ibc3ea2493fc54a06b485add3d5127332_61)] | | |

| | | | | | | [PPL Corporation and Subsidiaries - Statement of Income [removed: Analysis, Segment Earnings and Adjusted Gross Margins](#iae925efb56ca4e84bab4c297b2c58160_64)] [added: Analysis](#ibc3ea2493fc54a06b485add3d5127332_64) [and](#ibc3ea2493fc54a06b485add3d5127332_64) [Segment Earnings](#ibc3ea2493fc54a06b485add3d5127332_64)] | | | [removed: [33](#iae925efb56ca4e84bab4c297b2c58160_64)] [added: [34](#ibc3ea2493fc54a06b485add3d5127332_64)] | | |

| | | | | | | [PPL Electric Utilities Corporation and Subsidiaries - Statement of Income [removed: Analysis](#iae925efb56ca4e84bab4c297b2c58160_67)] [added: Analysis](#ibc3ea2493fc54a06b485add3d5127332_67)] | | | [removed: [43](#iae925efb56ca4e84bab4c297b2c58160_67)] [added: [43](#ibc3ea2493fc54a06b485add3d5127332_67)] | | |

| | | | | | | [Louisville Gas and Electric Company - Statement of Income [removed: Analysis](#iae925efb56ca4e84bab4c297b2c58160_70)] [added: Analysis](#ibc3ea2493fc54a06b485add3d5127332_70)] | | | [removed: [44](#iae925efb56ca4e84bab4c297b2c58160_70)] [added: [44](#ibc3ea2493fc54a06b485add3d5127332_70)] | | |

| | | | | | | [Kentucky Utilities Company - Statement of Income [removed: Analysis](#iae925efb56ca4e84bab4c297b2c58160_73)] [added: Analysis](#ibc3ea2493fc54a06b485add3d5127332_73)] | | | [removed: [45](#iae925efb56ca4e84bab4c297b2c58160_73)] [added: [45](#ibc3ea2493fc54a06b485add3d5127332_73)] | | |

| | | | | | | [Financial [removed: Condition](#iae925efb56ca4e84bab4c297b2c58160_76)] [added: Condition](#ibc3ea2493fc54a06b485add3d5127332_76)] | | | [removed: [46](#iae925efb56ca4e84bab4c297b2c58160_76)] [added: [46](#ibc3ea2493fc54a06b485add3d5127332_76)] | | |

| | | | | | | [Liquidity and Capital [removed: Resources](#iae925efb56ca4e84bab4c297b2c58160_79)] [added: Resources](#ibc3ea2493fc54a06b485add3d5127332_79)] | | | [removed: [46](#iae925efb56ca4e84bab4c297b2c58160_79)] [added: [46](#ibc3ea2493fc54a06b485add3d5127332_79)] | | |

| | | | | | | [Risk [removed: Management](#iae925efb56ca4e84bab4c297b2c58160_82)] [added: Management](#ibc3ea2493fc54a06b485add3d5127332_82)] | | | [removed: [56](#iae925efb56ca4e84bab4c297b2c58160_82)] [added: [56](#ibc3ea2493fc54a06b485add3d5127332_82)] | | |

| | | | | | | [Related Party [removed: Transactions](#iae925efb56ca4e84bab4c297b2c58160_88)] [added: Transactions](#ibc3ea2493fc54a06b485add3d5127332_85)] | | | [removed: [58](#iae925efb56ca4e84bab4c297b2c58160_88)] [added: [58](#ibc3ea2493fc54a06b485add3d5127332_85)] | | |

| | | | | | | [Acquisitions, Developments and [removed: Divestitures](#iae925efb56ca4e84bab4c297b2c58160_91)] [added: Divestitures](#ibc3ea2493fc54a06b485add3d5127332_88)] | | | [removed: [58](#iae925efb56ca4e84bab4c297b2c58160_91)] [added: [58](#ibc3ea2493fc54a06b485add3d5127332_88)] | | |

| | | | | | | [Environmental [removed: Matters](#iae925efb56ca4e84bab4c297b2c58160_94)] [added: Matters](#ibc3ea2493fc54a06b485add3d5127332_91)] | | | [removed: [58](#iae925efb56ca4e84bab4c297b2c58160_94)] [added: [58](#ibc3ea2493fc54a06b485add3d5127332_91)] | | |

| | | | | | | [New Accounting [removed: Guidance](#iae925efb56ca4e84bab4c297b2c58160_106)] [added: Guidance](#ibc3ea2493fc54a06b485add3d5127332_103)] | | | [removed: [59](#iae925efb56ca4e84bab4c297b2c58160_106)] [added: [59](#ibc3ea2493fc54a06b485add3d5127332_103)] | | |

| | | | | | | [Application of Critical Accounting [removed: Policies](#iae925efb56ca4e84bab4c297b2c58160_109)] [added: Policies](#ibc3ea2493fc54a06b485add3d5127332_106)] | | | [removed: [59](#iae925efb56ca4e84bab4c297b2c58160_109)] [added: [59](#ibc3ea2493fc54a06b485add3d5127332_106)] | | |

| 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#iae925efb56ca4e84bab4c297b2c58160_115)] [added: Risk](#ibc3ea2493fc54a06b485add3d5127332_112)] | | | [removed: [63](#iae925efb56ca4e84bab4c297b2c58160_115)] [added: [63](#ibc3ea2493fc54a06b485add3d5127332_112)] | | |

| | | | | | | [Reports of Independent Registered Public Accounting Firms (PCAOB ID [removed: No.](#iae925efb56ca4e84bab4c297b2c58160_118) 34[)](#iae925efb56ca4e84bab4c297b2c58160_118)] [added: No.](#ibc3ea2493fc54a06b485add3d5127332_115) 34[)](#ibc3ea2493fc54a06b485add3d5127332_115)] | | | [removed: [64](#iae925efb56ca4e84bab4c297b2c58160_118)] [added: [64](#ibc3ea2493fc54a06b485add3d5127332_115)] | | |

| | | | | | | [Consolidated Statements of Income for the years ended December 31, [removed: 202](#iae925efb56ca4e84bab4c297b2c58160_130)[2](#iae925efb56ca4e84bab4c297b2c58160_130)[, 202](#iae925efb56ca4e84bab4c297b2c58160_130)[1](#iae925efb56ca4e84bab4c297b2c58160_130)] [added: 202](#ibc3ea2493fc54a06b485add3d5127332_127)[3](#ibc3ea2493fc54a06b485add3d5127332_127)[, 202](#ibc3ea2493fc54a06b485add3d5127332_127)[2](#ibc3ea2493fc54a06b485add3d5127332_127)] [and [removed: 20](#iae925efb56ca4e84bab4c297b2c58160_130)[20](#iae925efb56ca4e84bab4c297b2c58160_130)] [added: 20](#ibc3ea2493fc54a06b485add3d5127332_127)[21](#ibc3ea2493fc54a06b485add3d5127332_127)] | | | [removed: [74](#iae925efb56ca4e84bab4c297b2c58160_130)] [added: [73](#ibc3ea2493fc54a06b485add3d5127332_127)] | | |

| | | | | | | [Consolidated Statements of Comprehensive Income for the years ended December [removed: 31,](#iae925efb56ca4e84bab4c297b2c58160_133) [2022, 2021 and 2020](#iae925efb56ca4e84bab4c297b2c58160_130)] [added: 31,](#ibc3ea2493fc54a06b485add3d5127332_130) [202](#ibc3ea2493fc54a06b485add3d5127332_127)[3](#ibc3ea2493fc54a06b485add3d5127332_127)[, 202](#ibc3ea2493fc54a06b485add3d5127332_127)[2](#ibc3ea2493fc54a06b485add3d5127332_127) [and](#ibc3ea2493fc54a06b485add3d5127332_127) [2021](#ibc3ea2493fc54a06b485add3d5127332_127)] | | | [removed: [75](#iae925efb56ca4e84bab4c297b2c58160_133)] [added: [74](#ibc3ea2493fc54a06b485add3d5127332_130)] | | |

| | | | | | | [Consolidated Statements of Cash Flows for the years ended December [removed: 31,](#iae925efb56ca4e84bab4c297b2c58160_136) [2022, 2021 and 2020](#iae925efb56ca4e84bab4c297b2c58160_130)] [added: 31,](#ibc3ea2493fc54a06b485add3d5127332_133) [202](#ibc3ea2493fc54a06b485add3d5127332_127)[3](#ibc3ea2493fc54a06b485add3d5127332_127)[, 202](#ibc3ea2493fc54a06b485add3d5127332_127)[2](#ibc3ea2493fc54a06b485add3d5127332_127) [and 20](#ibc3ea2493fc54a06b485add3d5127332_127)[21](#ibc3ea2493fc54a06b485add3d5127332_127)] | | | [removed: [76](#iae925efb56ca4e84bab4c297b2c58160_136)] [added: [75](#ibc3ea2493fc54a06b485add3d5127332_133)] | | |

| | | | | | | [Consolidated Balance Sheets at December 31, [removed: 202](#iae925efb56ca4e84bab4c297b2c58160_139)[2](#iae925efb56ca4e84bab4c297b2c58160_139)] [added: 202](#ibc3ea2493fc54a06b485add3d5127332_136)[3](#ibc3ea2493fc54a06b485add3d5127332_136)] [and [removed: 2](#iae925efb56ca4e84bab4c297b2c58160_139)[021](#iae925efb56ca4e84bab4c297b2c58160_139)] [added: 20](#ibc3ea2493fc54a06b485add3d5127332_136)[2](#ibc3ea2493fc54a06b485add3d5127332_136)[2](#ibc3ea2493fc54a06b485add3d5127332_136)] | | | [removed: [77](#iae925efb56ca4e84bab4c297b2c58160_139)] [added: [76](#ibc3ea2493fc54a06b485add3d5127332_136)] | | |

| | | | | | | [Consolidated Statements of Equity for the years ended December [removed: 31,](#iae925efb56ca4e84bab4c297b2c58160_142) [2022, 2021 and 2020](#iae925efb56ca4e84bab4c297b2c58160_130)] [added: 31,](#ibc3ea2493fc54a06b485add3d5127332_139) [202](#ibc3ea2493fc54a06b485add3d5127332_127)[3](#ibc3ea2493fc54a06b485add3d5127332_127)[, 20](#ibc3ea2493fc54a06b485add3d5127332_127)[2](#ibc3ea2493fc54a06b485add3d5127332_127)[2](#ibc3ea2493fc54a06b485add3d5127332_127) [and 20](#ibc3ea2493fc54a06b485add3d5127332_127)[21](#ibc3ea2493fc54a06b485add3d5127332_127)] | | | [removed: [79](#iae925efb56ca4e84bab4c297b2c58160_142)] [added: [78](#ibc3ea2493fc54a06b485add3d5127332_139)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements

of the registrants included in the filing reflect the correction of an error to previously issued financial statements.

| PPL Corporation | | | ☐ | | | | | | | | | | | | | | |

| PPL Electric Utilities Corporation | | | ☐ | | | | | | | | | | | | | | |

| Louisville Gas and Electric Company | | | ☐ | | | | | | | | | | | | | | |

| Kentucky Utilities Company | | | ☐ | | | | | | | | | | | | | | |

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-

based compensation received by any of the registrants' executive officers during the relevant recovery period pursuant

to §240.10D-1(b).

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

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

| PPL Corporation | | | ☐ | | | | | | | | | | | | | | |

| PPL Electric Utilities Corporation | | | ☐ | | | | | | | | | | | | | | |

| Louisville Gas and Electric Company | | | ☐ | | | | | | | | | | | | | | |

| Kentucky Utilities Company | | | ☐ | | | | | | | | | | | | | | |

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

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

| 1. | | | | | | [Business](#ibc3ea2493fc54a06b485add3d5127332_22) | | | [3](#ibc3ea2493fc54a06b485add3d5127332_22) | | |

| 1C. | | | | | | [Cybersecurity](#ibc3ea2493fc54a06b485add3d5127332_2597) | | | [25](#ibc3ea2493fc54a06b485add3d5127332_2597) | | |

| 2. | | | | | | [Properties](#ibc3ea2493fc54a06b485add3d5127332_31) | | | [27](#ibc3ea2493fc54a06b485add3d5127332_31) | | |

| | | | | | | [Overview](#ibc3ea2493fc54a06b485add3d5127332_52) | | | [30](#ibc3ea2493fc54a06b485add3d5127332_52) | | |

| | | | | | | [Sustainability](#ibc3ea2493fc54a06b485add3d5127332_94) | | | [58](#ibc3ea2493fc54a06b485add3d5127332_94) | | |

| | | | | | | [Cybersecurity](#ibc3ea2493fc54a06b485add3d5127332_97) | | | [59](#ibc3ea2493fc54a06b485add3d5127332_97) | | |

| | | | | | | [Competition](#ibc3ea2493fc54a06b485add3d5127332_100) | | | [59](#ibc3ea2493fc54a06b485add3d5127332_100) | | |

| | | | | | | [Other Information](#ibc3ea2493fc54a06b485add3d5127332_109) | | | [63](#ibc3ea2493fc54a06b485add3d5127332_109) | | |

| | | | | | | [4. Preferred Securities](#ibc3ea2493fc54a06b485add3d5127332_205) | | | [114](#ibc3ea2493fc54a06b485add3d5127332_205) | | |

| | | | | | | [5. Earnings Per Share](#ibc3ea2493fc54a06b485add3d5127332_208) | | | [115](#ibc3ea2493fc54a06b485add3d5127332_208) | | |

| | | | | | | [7. Utility Rate Regulation](#ibc3ea2493fc54a06b485add3d5127332_214) | | | [123](#ibc3ea2493fc54a06b485add3d5127332_214) | | |

| | | | | | | [10. Leases](#ibc3ea2493fc54a06b485add3d5127332_223) | | | [147](#ibc3ea2493fc54a06b485add3d5127332_223) | | |

| | | | | | | [1](#ibc3ea2493fc54a06b485add3d5127332_229)[1](#ibc3ea2493fc54a06b485add3d5127332_229)[. Retirement and Postemployment Benefits](#ibc3ea2493fc54a06b485add3d5127332_229) | | | [149](#ibc3ea2493fc54a06b485add3d5127332_229) | | |

| | | | | | | [2](#ibc3ea2493fc54a06b485add3d5127332_262)[1](#ibc3ea2493fc54a06b485add3d5127332_262)[. New Accounting Guidance Pending Adoption](#ibc3ea2493fc54a06b485add3d5127332_262) | | | [183](#ibc3ea2493fc54a06b485add3d5127332_262) | | |

| | | | | | | [Signatures](#ibc3ea2493fc54a06b485add3d5127332_322) | | | [212](#ibc3ea2493fc54a06b485add3d5127332_322) | | |

Bcf \- billion cubic feet.

A unit of measure commonly used in quoting volumes of natural gas.

Environmental Response Fund - Established in RIPUC Docket No. 2930.

Created to satisfy remedial and clean-up obligations of RIE arising from the past ownership and/or operation of manufactured gas plants and sites associated with the operation and disposal activities of such gas plants.

If-Converted Method \- A method applied to calculate diluted EPS for a company with outstanding convertible debt.

This method generally adds back the interest charges of the debt to net income and the convertible debt is assumed to have been converted to equity at the beginning of the period, and the resulting common shares are treated as outstanding shares for diluted EPS calculations.

IRA \- Inflation Reduction Act, a U.S. federal law, which aims to curb inflation by possibly reducing the federal government budget deficit, lowering prescription drug prices, and investing in domestic energy production while promoting clean energy.

National Grid USA - National Grid USA is a wholly-owned subsidiary of National Grid plc, a British multinational electricity and gas utility company headquartered in London, England.

| 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) | | |

| | | | | | | [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) | | |

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

| | | | | | | [11. Stock-Based Compensation](#iae925efb56ca4e84bab4c297b2c58160_229) | | | [147](#iae925efb56ca4e84bab4c297b2c58160_229) | | |

| | | | | | | [12. Retirement and Postemployment Benefits](#iae925efb56ca4e84bab4c297b2c58160_232) | | | [154](#iae925efb56ca4e84bab4c297b2c58160_232) | | |

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

Adjusted Gross Margins \- a non-GAAP financial measure of performance used in "Item 7.

Combined Management's Discussion and Analysis of Financial Condition and Results of Operations" (MD&A).

Advanced Metering Infrastructure \- meters and meter reading infrastructure that provide two-way communication capabilities, which communicate usage and other relevant data to LG&E and KU at regular intervals, and are also able to receive information from LG&E and KU, such as software upgrades and requests to provide meter readings in real time.

GBP - British pound sterling.

LIBOR \- London Interbank Offered Rate.

PPL EnergyPlus \- prior to the June 1, 2015 spinoff of PPL Energy Supply, LLC, PPL EnergyPlus, LLC, a subsidiary of PPL Energy Supply that marketed and traded wholesale and retail electricity and gas, and supplied energy and energy services in competitive markets.

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

- COVID-19 or other pandemics and their impact on economic conditions, financial markets and supply chains;

Processes for Identifying, Assessing and Managing Material Risks from Cybersecurity Threats

PPL’s Chief Security Officer (CSO) is responsible for establishing PPL’s cyber-risk management strategy for PPL and the other Registrants and reports directly to PPL’s Chief Executive Officer.

The CSO has over 25 years of experience leading technology and security organizations, has a degree in computer science, and holds professional certifications in information security, IT auditing, and privacy.

He is also a member of nationally and internationally recognized industry and security organizations, including the Information Systems Audit and Control Association, International Association of Privacy Professionals, and the Domestic Security Alliance Council.

PPL’s VP – Cybersecurity is responsible for implementing and executing the cyber-risk management strategy.

The VP – Cybersecurity is a seasoned cybersecurity professional with a wealth of experience safeguarding digital assets across multiple industries.

He maintains a globally recognized cyber certification and has held multiple certifications in the areas of cyber risk and information control, and actively contributes to industry advancement as a member of national and international industry groups.

The teams managed by the CSO and VP – Cybersecurity are comprised of seasoned experts in cyber and IT security and possess appropriate experience to safeguard the company’s data, networks and systems, mitigate cyber risks and help prevent and combat cyber threats.

The Registrants manage cybersecurity risks through monitoring, defense and response tools, including independent third-party assessments, internal audit assessments of the program’s effectiveness, intelligence reports, cybersecurity threat trends, implementation of governance models, industry collaboration and employee training and awareness.

The Registrants are actively engaged in cybersecurity related industry forums, public-private partnerships with law enforcement, cross-industry peer groups, and other efforts to help improve the protection of the U.S. electric grid.

The Registrants utilize monitoring tools, including but not limited to, cybersecurity incident and event management, penetration testing, intrusion detection and prevention, vulnerability assessments and anti-virus systems to detect anomalous or suspicious system or network activity.

The Registrants may also become aware of a potential cybersecurity event or incident through employee reports, notification by a third-party service provider or business partner with potential impact to the Registrants or their systems, customers or notification by a government agency.

The Registrants’ subject matter specialists from across the

enterprise provide input and expertise into risk governance processes, including cybersecurity, information technology, legal, compliance, operations, and enterprise risk management.

In developing their cybersecurity programs, the Registrants are guided by various frameworks including the NIST Cybersecurity Framework, a voluntary framework that consists of standards, guidelines and best practices for managing cybersecurity risk, that is widely used by critical infrastructure industries to help determine and address the highest priority cybersecurity risks.

The Registrants conduct regular internal cybersecurity audits and vulnerability assessments and regularly engage with third-party cybersecurity experts for external assessments of their cybersecurity controls, including technical, physical and social aspects, to better comprehend the scope and magnitude of active threats to the industry and nation and their potential impact on our systems.

PPL and the other Registrants also maintain a process to review the cyber risks that arise from the use of third-party service providers as well as programs and procedures to mitigate such risks internally and to assess the extent to which such providers effectively manage their own cyber risks.

The CSO chairs the Corporate Security Council, which holds regular meetings consisting of senior executive management and reviews and oversees cybersecurity risks.

The VP – Cybersecurity chairs the Cybersecurity Governance Council, which governs actions to ensure that the Registrants are effectively managing cybersecurity risks, as well as the Cybersecurity Steering Committee, that drives accountability, establishes work priorities, and directs a portfolio of key cybersecurity projects and initiatives.

PPL has established an Executive Crisis Team comprised of PPL’s executive leadership, including the Chief Executive Officer, Chief Financial Officer, Chief Human Resources Officer, Chief Legal Officer, Chief Operating Officer, VP – Public Affairs and Sustainability, VP – Corporate Communications, and additional officers as circumstances may warrant, to allow the company to respond quickly to a crisis, including a cyber event.

This team governs and manages corporate crisis preparedness across the business lines, operations, and functions.

Material or potentially material risks are escalated to the Executive Crisis Team and other appropriate leadership for review and action.

Also, the Registrants’ workforce undertakes mandatory role-based annual training on identifying, reporting, and escalating cyber and physical security concerns to further assist in the identification of risks as well as the acceptable use of corporate electronic resources.

Additionally, all employees and contractors are required to participate in the Registrants’ ethical cyber phishing campaign program.

In addition to these enterprise-wide initiatives, PPL's Kentucky, Pennsylvania and Rhode Island operations are subject to extensive and rigorous mandatory cybersecurity requirements that are developed and enforced by NERC and approved by the FERC to protect grid security and reliability.

LG&E is also subject to certain security directives related to cybersecurity issued by the Department of Homeland Security’s Transportation Security Administration in 2021.

See Note 13 to the Financial Statements for additional information on these directives.

The Registrants have been subject to attempted cybersecurity threats and will likely continue to be subject to such attempts in the future.

While PPL has not determined any cybersecurity incidents have materially affected the Registrants, including their business strategy, results of operations or financial condition, there can be no guarantee that the Registrants will not be the subject of future, successful attacks, threats or incidents, which may be material.

See “Risks Related to All Segments – Our business operations are continually subject to cyber-based security and data integrity risks from vulnerabilities related to our IT systems, operational technology infrastructure and supply chain relationships” in “Item 1A.

Risk Factors” for a discussion of cybersecurity risks affecting the Registrants.

Oversight of Cybersecurity Risks by the Board of Directors and Management

PPL’s Board of Directors oversees the Registrants’ management of cybersecurity risk through various processes identified below.

The Board has direct oversight of the Registrants’ cybersecurity programs through periodic reports from the CSO, at least twice a year, regarding cybersecurity matters and risks as well as the adequacy and effectiveness of our cybersecurity risk management program.

Through these reports, the Board monitors the Registrants’ programs, processes and procedures related to cybersecurity.

The Board has directed the CEO and CSO to promptly inform the Board in the event of a material or potentially material cybersecurity event.

Each member of the Board has access to management, including the CEO and CSO, to ask questions and engage on the company’s approach to prevent, detect, assess, and mitigate cybersecurity risk.

PPL’s Board has several Board members with experience in cybersecurity, including one with a certificate in Cyber-Risk Oversight from the National Association of Corporate Directors.

A primary function of the Audit Committee is to assist the Board in the oversight of the identification, assessment and management of risk.

Cybersecurity risks are included in PPL’s enterprise risk management process and are reported to the Audit Committee of the Board on a quarterly basis or more frequently, as needed.

The electricity generating capacity at December 31, [removed: 2022] [added: 2023] was:

See Note [removed: 13] [added: 12] to the Financial Statements for additional information.

Business - General - Segment Information - Kentucky Regulated Segment." At December 31, [removed: 2022,] [added: 2023,] LG&E's and KU's electricity transmission and distribution systems and LG&E's natural gas transmission and distribution systems were:

| Underground lines (circuit miles) | | | | | | [removed: 2,791] [added: 2,824] | | | | | | [removed: —] [added: 6] | | | | | | [removed: 2,728] [added: 2,789] | | | | | | [removed: —] [added: 4] | | |

| Distribution mains (miles) | | | | | | [removed: 4,439] [added: 4,447] | | | | | | — | | | | | | — | | | | | | — | | |

| Transmission storage lines (miles) | | | | | | — | | | | | | [removed: 112] [added: 95] | | | | | | — | | | | | | — | | |

| Storage fields | | | | | | — | | | | | | [removed: 5] [added: 4] | | | | | | — | | | | | | — | | |

| Storage field capacity (Bcf) | | | | | | — | | | | | | [removed: 15] [added: 11] | | | | | | — | | | | | | — | | |

Business for a discussion related to LG&E's and KU's Solar Share [removed: program.][added: program and 2022 CPCN filing.]

At December 31, [removed: 2022,] [added: 2023,] PPL Electric's transmission system includes 52 substations with a total capacity of [removed: 31] [added: 32] million kVA and [removed: 5,307] [added: 5,295] circuit miles in service.

PPL Electric's distribution system includes 353 substations with a total capacity of [removed: 14] [added: 15] million kVA, [removed: 36,524] [added: 36,569] circuit miles of overhead lines and [removed: 8,802] [added: 8,891] underground circuit miles.

Business - General - Segment Information - Rhode Island Regulated Segment." At December 31, [removed: 2022,] [added: 2023,] RIE's electric transmission system includes 44 substations with capacity of 33 kVA or higher, 342 circuit miles of overhead lines and [removed: 19] [added: 45] underground circuit miles.

RIE's electric distribution system includes 59 substations, 5,328 circuit miles of overhead lines and [removed: 1,259] [added: 1,234] underground circuit miles.

| Substations (a) | | | | | | 96 | | | | | | 78 | | | | | | 462 | | | | | | 212 | | |

| Overhead lines (circuit miles) | | | | | | 3,880 | | | | | | 663 | | | | | | 14,086 | | | | | | 4,064 | | |

| Substations (a) | | | | | | 96 | | | | | | 78 | | | | | | 461 | | | | | | 211 | | |

| Overhead lines (circuit miles) | | | | | | 3,883 | | | | | | 669 | | | | | | 14,062 | | | | | | 4,056 | | |

At January 31, [removed: 2023] [added: 2024] there were [removed: 46,380] [added: 44,305] common stock shareowners of record.

There were no purchases by PPL of its common stock during the fourth quarter of [removed: 2022.][added: 2023.]

PPL Electric paid common stock dividends to PPL of [removed: $340] [added: $323] million in [removed: 2022] [added: 2023] and [removed: $334] [added: $340] million in [removed: 2021.][added: 2022.]

LG&E paid common stock dividends to LKE of [removed: $275] [added: $166] million in [removed: 2022] [added: 2023] and [removed: $192] [added: $275] million in [removed: 2021.][added: 2022.]

KU paid common stock dividends to LKE of [removed: $296] [added: $190] million in [removed: 2022] [added: 2023] and [removed: $250] [added: $296] million in [removed: 2021.][added: 2022.]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Operating Revenues | | | $ | [removed: 7,902] [added: 8,312] | | | | | $ | [removed: 5,783] [added: 7,902] | | | | | $ | [removed: 5,474] [added: 5,783] | |

| Fuel | | | [removed: 931] [added: 733] | | | | | | [removed: 710] [added: 931] | | | | | | [removed: 632] [added: 710] | | |

| Energy purchases | | | [removed: 1,686] [added: 1,841] | | | | | | [removed: 752] [added: 1,686] | | | | | | [removed: 634] [added: 752] | | |

| Other operation and maintenance | | | [removed: 2,398] [added: 2,462] | | | | | | [removed: 1,608] [added: 2,398] | | | | | | [removed: 1,420] [added: 1,608] | | |

| Depreciation | | | [removed: 1,181] [added: 1,254] | | | | | | [removed: 1,082] [added: 1,181] | | | | | | [removed: 1,022] [added: 1,082] | | |

| Taxes, other than income | | | [removed: 332] [added: 392] | | | | | | [removed: 207] [added: 332] | | | | | | [removed: 180] [added: 207] | | |

| Total Operating Expenses | | | [removed: 6,528] [added: 6,682] | | | | | | [removed: 4,359] [added: 6,528] | | | | | | [removed: 3,888] [added: 4,359] | | |

| Operating Income | | | [removed: 1,374] [added: 1,630] | | | | | | [removed: 1,424] [added: 1,374] | | | | | | [removed: 1,586] [added: 1,424] | | |

| Other Income (Expense) - net (Note [removed: 16)] [added: 15)] | | | [removed: 54] [added: (40)] | | | | | | [removed: 15] [added: 54] | | | | | | [removed: 2] [added: 15] | | |

| Interest Expense | | | [removed: 513] [added: 666] | | | | | | [removed: 918] [added: 513] | | | | | | [removed: 634] [added: 918] | | |

| Income from Continuing Operations Before Income Taxes | | | [removed: 915] [added: 924] | | | | | | [removed: 521] [added: 915] | | | | | | [removed: 954] [added: 521] | | |

| Income Taxes | | | [removed: 201] [added: 184] | | | | | | [removed: 503] [added: 201] | | | | | | [removed: 314] [added: 503] | | |

| Income from Continuing Operations After Income Taxes | | | [removed: 714] [added: 740] | | | | | | [removed: 18] [added: 714] | | | | | | [removed: 640] [added: 18] | | |

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

| Net Income (Loss) | | | $ | [removed: 756] [added: 740] | | | | | $ | [removed: (1,480)] [added: 756] | | | | | $ | [removed: 1,469] [added: (1,480)] | |

| Income from Continuing Operations After Income Taxes | | | $ | [removed: 0.97] [added: 1.00] | | | | | $ | [removed: 0.03] [added: 0.97] | | | | | $ | [removed: 0.83] [added: 0.03] | |

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

| Net Income (Loss) Available to PPL Common Shareowners | | | $ | [removed: 1.03] [added: 1.00] | | | | | $ | [removed: (1.93)] [added: 1.03] | | | | | $ | [removed: 1.91] [added: (1.93)] | |

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

| Net Income (Loss) Available to PPL Common Shareowners | | | $ | [removed: 1.02] [added: 1.00] | | | | | $ | [removed: (1.93)] [added: 1.02] | | | | | $ | [removed: 1.91] [added: (1.93)] | |

| Basic | | | [removed: 736,027] [added: 737,036] | | | | | | [removed: 762,902] [added: 736,027] | | | | | | [removed: 768,590] [added: 762,902] | | |

| Diluted | | | [removed: 736,902] [added: 738,166] | | | | | | [removed: 764,819] [added: 736,902] | | | | | | [removed: 769,384] [added: 764,819] | | |

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

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

| Equity investees' other comprehensive income (loss), net tax of $0, $0, $0 | | | [removed: 2] [added: 1] | | | | | | [removed: —] [added: 2] | | | | | | — | | |

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

| Net actuarial gain (loss), net of tax of [added: $15,] ($2), [removed: $1, $74] [added: $1] | | | [removed: 11] [added: (41)] | | | | | | [removed: (1)] [added: 11] | | | | | | [removed: (341)] [added: (1)] | | |

| Qualifying derivatives, net of tax of [added: $0,] ($1), [removed: ($5), ($8)] [added: ($5)] | | | [removed: 2] [added: 3] | | | | | | [removed: 25] [added: 2] | | | | | | [removed: 24] [added: 25] | | |

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

| Net actuarial (gain) loss, net of tax of [added: $0,] ($7), [removed: ($33), ($51)] [added: ($33)] | | | [removed: 17] [added: (3)] | | | | | | [removed: 126] [added: 17] | | | | | | [removed: 205] [added: 126] | | |

| Foreign currency translation adjustments, net of tax of $0, [removed: $140, $0] [added: $0, $140] | | | — | | | | | | [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 $0, [removed: ($2), $0] [added: $0, ($2)] | | | — | | | | | | [removed: 8] [added: —] | | | | | | [removed: —] [added: 8] | | |

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

| Total other comprehensive income (loss) | | | [removed: 33] [added: (39)] | | | | | | [removed: 4,063] [added: 33] | | | | | | [removed: 138] [added: 4,063] | | |

| Comprehensive income | | | $ | [removed: 789] [added: 701] | | | | | $ | [removed: 2,583] [added: 789] | | | | | $ | [removed: 1,607] [added: 2,583] | |

| [removed: Net] [added: Net] income [removed: (loss)] [added: (loss)] | | | $ | [removed: 756] [added: 740] | | | | | $ | [removed: (1,480)] [added: 756] | | | | | $ | [removed: 1,469] [added: (1,480)] | |

| Loss (income) from discontinued operations (net of income taxes) | | | [removed: (42)] [added: —] | | | | | | [removed: 1,498] [added: (42)] | | | | | | [removed: (829)] [added: 1,498] | | |

| Income from continuing operations (net of income taxes) | | | [removed: 714] [added: 740] | | | | | | [removed: 18] [added: 714] | | | | | | [removed: 640] [added: 18] | | |

| Net income (loss) | | | $ | 740 | | | | | $ | 756 | | | | | $ | (1,480) | |

| Depreciation | | | 1,254 | | | | | | 1,181 | | | | | | 1,082 | | |

| Treasury stock issued | | | 643 | | | | | | | | | | | | 4 | | | | | | 19 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 23 | | |

| Preferred stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (3) | | | | | | | | | | | | (3) | | |

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

| December 31, 2023 | | | 737,130 | | | | | | $ | 8 | | | | | $ | 12,326 | | | | | $ | (948) | | | | | $ | 2,710 | | | | | $ | (163) | | | | | $ | — | | | | | | | | | | | $ | 13,933 | |

| Depreciation | | | 397 | | | | | | 393 | | | | | | 424 | | |

| Accrued interest | | | 8 | | | | | | — | | | | | | — | | |

| | | | 2023 | | | | | | 2022 | | |

| | | | 2023 | | | | | | 2022 | | |

| Commitments and Contingent Liabilities (Notes 7 and 13) | | | | | | | | | | | |

| Return of capital to parent | | | | | | | | | | | | | | | (250) | | | | | | | | | | | | (250) | | |

| December 31, 2023 | | | 66,368 | | | | | | $ | 364 | | | | | $ | 4,040 | | | | | $ | 1,499 | | | | | $ | 5,903 | |

| Interest Income from Affiliates | | | 1 | | | | | | — | | | | | | — | | |

| Depreciation | | | 302 | | | | | | 298 | | | | | | 279 | | |

| Accrued interest | | | 5 | | | | | | — | | | | | | — | | |

| Return of capital to parent | | | (161) | | | | | | — | | | | | | — | | |

| | | | 2023 | | | | | | 2022 | | |

| | | | 2023 | | | | | | 2022 | | |

| Commitments and Contingent Liabilities (Notes 7 and 13) | | | | | | | | | | | |

| Net income | | | | | | | | | | | | | | | | | | | | | 266 | | | | | | 266 | | |

| Return of capital to parent | | | | | | | | | | | | | | | (161) | | | | | | | | | | | | (161) | | |

| December 31, 2023 | | | 21,294 | | | | | | $ | 424 | | | | | $ | 1,993 | | | | | $ | 755 | | | | | $ | 3,172 | |

| Interest Expense from Affiliate | | | 1 | | | | | | — | | | | | | — | | |

| Depreciation | | | 392 | | | | | | 386 | | | | | | 366 | | |

| Other | | | (2) | | | | | | 3 | | | | | | (3) | | |

| Accrued interest | | | 5 | | | | | | 1 | | | | | | — | | |

| Other | | | (4) | | | | | | (3) | | | | | | (18) | | |

| | | | 2023 | | | | | | 2022 | | |

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

| | | | 2023 | | | | | | 2022 | | |

| Commitments and Contingent Liabilities (Notes 7 and 13) | | | | | | | | | | | |

| Net income | | | | | | | | | | | | | | | | | | | | | 312 | | | | | | 312 | | |

| Return of capital to parent | | | | | | | | | | | | | | | (84) | | | | | | | | | | | | (84) | | |

| December 31, 2023 | | | 37,818 | | | | | | $ | 308 | | | | | $ | 3,033 | | | | | $ | 811 | | | | | $ | 4,152 | |

| 21. New Accounting Guidance Pending Adoption | | | | | | x | | | | | | x | | | | | | x | | | | | | x | | |

| 2023 | | | $ | 95 | | | | | $ | 87 | | | | | $ | 52 | | | | | $ | 130 | | (c) | | |

assumptions market participants would use to price an asset or liability.

AFUDC is capitalized at LG&E and KU for certain projects as part of the construction cost of approved projects.

LG&E and KU are generally provided a return on construction work in progress for other projects.

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

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

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

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

| December 31, 2019 | | | 767,233 | | | | | | $ | 8 | | | | | $ | 12,214 | | | | | $ | — | | | | | $ | 5,127 | | | | | $ | (4,358) | | | | | $ | — | | | | | | | | | | | $ | 12,991 | |

| Common stock issued | | | 1,674 | | | | | | | | | | | | 51 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 51 | | |

| Adoption of financial instrument credit losses guidance cumulative effect adjustment (Note 1) | | | | | | | | | | | | | | | | | | | | | | | | | | | (2) | | | | | | | | | | | | | | | | | | | | | | | | (2) | | |

| Notes receivable from affiliate | | | — | | | | | | 499 | | |

| Pension benefit asset | | | — | | | | | | 50 | | |

| December 31, 2019 | | | 66,368 | | | | | | $ | 364 | | | | | $ | 3,558 | | | | | $ | 910 | | | | | $ | 4,832 | |

| Retirement of commercial paper | | | — | | | | | | (41) | | | | | | — | | |

| December 31, 2019 | | | 21,294 | | | | | | $ | 424 | | | | | $ | 1,820 | | | | | $ | 518 | | | | | $ | 2,762 | |

| Net income | | | | | | | | | | | | | | | | | | | | | 244 | | | | | | 244 | | |

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

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

| Net increase (decrease) in notes payable with affiliates | | | (294) | | | | | | 294 | | | | | | — | | |

| Issuance of commercial paper | | | — | | | | | | — | | | | | | 32 | | |

| Retirement of commercial paper | | | — | | | | | | (32) | | | | | | — | | |

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

| Notes payable with affiliates | | | — | | | | | | 294 | | |

| December 31, 2019 | | | 37,818 | | | | | | $ | 308 | | | | | $ | 2,729 | | | | | $ | 537 | | | | | $ | 3,574 | |

| Net income | | | | | | | | | | | | | | | | | | | | | 280 | | | | | | 280 | | |

*(All Registrants)*

Processes exist that allow for subsequent review and validation of contract information as it relates to interest rate derivatives and commodity gas contracts.

The accounting department provides the treasury department with guidelines on appropriate accounting classifications for various contract types and strategies.

Examples of accounting guidelines provided to the treasury department staff include, but are not limited to:

- Transactions to lock in an interest rate prior to a debt issuance can be designated as cash flow hedges, to the extent the forecasted debt issuances remain probable of occurring.

- Transactions to hedge fluctuations in the fair value of existing debt can be designated as fair value hedges.

- Derivative transactions that do not qualify for cash flow or net investment hedge treatment are marked to fair value through earnings.

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.

Within the credit loss model for the residential customer accounts receivables, customers are disaggregated based on their projected propensity to pay, which is derived from historical trends and the current activity of the individual customer accounts.

Conversely, the non-residential customer accounts receivables are not further segmented due to the varying nature of the individual customers, which lack readily identifiable risk characteristics for disaggregation.

| 2020 (a) | | | 58 | | | (a) | | | 28 | | | | | | 13 | | | | | | 73 | | | (d) | | |

| 2020 | | | 30 | | | (a) | | | 19 | | | | | | 8 | | | | | | 41 | | | (c) | | |

| 2020 | | | 1 | | | | | | 4 | | | | | | 2 | | | | | | 3 | | | | | |

| 2020 | | | 1 | | | | | | 4 | | | | | | 3 | | | | | | 2 | | | | | |

(a)Adjusted for $2 million cumulative-effect adjustment upon adoption of current expected credit loss guidance.

where applicable.

AFUDC capitalized at LG&E and KU is generally not significant because a return is provided on construction work in progress.

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: 2022,] [added: 2023,] 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 [added: 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 as of December 31, [removed: 2022.][added: 2023.]

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 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), management of these companies concluded that our internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

We have audited the internal control over financial reporting of PPL Corporation and subsidiaries (the “Company”) as of December 31, [removed: 2022,] [added: 2023,] 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, [removed: 2022,] [added: 2023,] 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, [removed: 2022,] [added: 2023,] of the Company and our report dated February [removed: 17, 2023,] [added: 16, 2024,] expressed an unqualified opinion on those financial statements.

February 16, 2024

PPL Corporation

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.

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.

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.

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.

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

February 17, 2023

[added: (a)] None.

(b) *Securities Trading Plans of Directors and Executive Officers*

During the three months ended December 31, 2023, none of our directors or executive officers adopted, terminated or modified any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408 of Regulation S-K.

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, [removed: 2022.][added: 2023.]

Listed below are the executive officers at December 31, [removed: 2022.][added: 2023.]

| Vincent Sorgi | | | | | | [removed: 51] [added: 52] | | | | | | President and Chief Executive Officer | | | | | | June 2020 - present | | |

| Joseph P. Bergstein, Jr. | | | | | | [removed: 52] [added: 53] | | | | | | Executive Vice President and Chief Financial Officer | | | | | | April 2021 - present | | |

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

| Angela K. Gosman [removed: (c)] | | | | | | [removed: 54] [added: 55] | | | | | | [removed: Senior] [added: Executive] Vice President and Chief Human Resources Officer | | | | | | January [removed: 2022] [added: 2023] - present | | |

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

| John R. Crockett III [removed: (e)] [added: (a)] | | | | | | [removed: 58] [added: 59] | | | | | | President-LKE | | | | | | October 2021 - present | | |

| | | | | | | | | | | | | General Counsel, Chief Compliance Officer and Corporate Secretary [added: - LKE] | | | | | | January 2018 - September 2021 | | |

| David J. Bonenberger [removed: (e)] [added: (a)] | | | | | | [removed: 61] [added: 62] | | | | | | President-RIE | | | | | | May 2022 - present | | |

| Marlene C. Beers | | | | | | [removed: 51] [added: 52] | | | | | | Vice President and Controller | | | | | | March 2019 - present | | |

| Tadd J. Henninger [removed: (f)] | | | | | | [removed: 47] [added: 48] | | | | | | [added: Senior] Vice President-Finance and Treasurer | | | | | | [removed: July 2019] [added: January 2023] - present | | |

[added: | Francis X.] Sullivan [removed: was elected] [added: | | | | | | 67 | | | | | |] Executive Vice President and Chief Operating Officer [removed: of PPL Corporation.][added: | | | | | | January 2023 - present | | |]

[added: | Wendy E.] Stark [removed: was elected as] [added: | | | | | | 51 | | | | | |] Executive Vice President, Chief Legal Officer and Corporate Secretary [removed: of PPL Corporation.][added: | | | | | | January 2023 - present | | |]

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

| | | | | | | | | | | | | Vice President-Operations Performance-PPL Services | | | | | | October 2021 - December 2022 | | |

| Christine M. Martin (a) | | | | | | 51 | | | | | | President-PPL Electric | | | | | | September 2023 - present | | |

| | | | | | | | | | | | | Senior Vice President-Public Affairs and Chief Sustainability Officer | | | | | | January 2023 - August 2023 | | |

| | | | | | | | | | | | | Vice President-Public Affairs and Chief Sustainability Officer | | | | | | April 2022 - January 2023 | | |

| | | | | | | | | | | | | Vice President-Public Affairs and Sustainability | | | | | | August 2018 - April 2022 | | |

| | | | | | | | | | | | | Vice President-Finance and Treasurer | | | | | | July 2019 - January 2023 | | |

| | | | | | | | | | | | | President-PPL Electric | | | | | | March 2012 - April 2021 | | |

| Stephanie R. Raymond (e) | | | | | | 52 | | | | | | President-PPL Electric | | | | | | April 2021 - present | | |

| | | | | | | | | | | | | Vice President-Distribution Operations | | | | | | January 2018 - April 2021 | | |

| | | | | | | | | | | | | Vice President-Transmission and Substations | | | | | | January 2014 - December 2017 | | |

| | | | | | | | | | | | | Controller-PPL Electric | | | | | | February 2016 - July 2018 | | |

| | | | | | | | | | | | | Assistant Treasurer | | | | | | December 2015 - December 2017 | | |

(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.

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

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

(d)Effective January 1, 2023, Wendy E.

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

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

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, [removed: 2022.][added: 2023.]

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, [removed: 2022.][added: 2023.]

In addition, provided below in tabular format is information as of December 31, [removed: 2022,] [added: 2023,] with respect to compensation plans (including individual compensation arrangements) under which equity securities of PPL are authorized for issuance.

| | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights [removed: (3)] | | | | | | Weighted-average exercise price of outstanding options, warrants and rights [removed: (3)] | | | | | | Number of securities remaining available for future issuance under equity compensation plans [added: (3)] (4) | | | | | |

| Equity compensation | | | | | | | | | | | | | | | [removed: 1,279,543] [added: 1,185,379] | | | – DDCP | | |

(1)Includes (a) the ICPKE, under which [removed: stock options,] restricted stock, restricted stock units, performance units, dividend equivalents and other stock-based compensation awards may be awarded to non-executive key employees of PPL and its subsidiaries; (b) the SIP approved by shareowners in 2017 under which [removed: stock options,] restricted stock, restricted stock units, performance units, dividend [removed: equivalents and other stock-based compensation awards may be awarded to executive officers of PPL and its subsidiaries; and (c) the DDCP, under which stock units may be awarded to directors of PPL.]

| security holders (1) | | | | | | | | | | | | | | | 353,965 | | | – ICPKE | | |

| | | | | | | | | | | | | | | | 10,712,824 | | | – Total | | |

equivalents and other stock-based compensation awards may be awarded to executive officers of PPL and its subsidiaries; and (c) the DDCP, under which stock units may be awarded to directors of PPL.

(3)As of December 31, 2023, there were 3,592,916 stock awards outstanding under the plans.

The following stock awards are outstanding under the SIP, ICPKE and DDCP: 690,050 restricted stock units, 599,855 TSR performance awards, 178,917 ROE performance awards, 246,276 EG performance awards and 246,276 ESG performance awards under the SIP; 624,409 restricted stock units 167,612 TSR performance awards, 84,454 ROE performance awards, 49,945 EG performance awards and 49,945 ESG performance awards under the ICPKE; and 655,177 stock units under the DDCP.

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

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

See Note 11 to the Financial Statements for additional information.

(3)Relates to common stock issuable upon the exercise of stock options awarded under the SIP and ICPKE as of December 31, 2022.

In addition, as of December 31, 2022, the following other securities had been awarded and are outstanding under the SIP, ICPKE and DDCP: 265,566 restricted stock units, 453,846 TSR performance awards, 356,550 ROE performance awards, 92,011 EG performance awards and 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.

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, [removed: 2022.][added: 2023.]

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, [removed: 2022.][added: 2023.]

For the fiscal years ended [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] Deloitte & Touche LLP (Deloitte) served as PPL Electric's independent auditor.

| Audit fees (a) | | | $ | [removed: 1,221] [added: 1,390] | | | | | $ | [removed: 1,345] [added: 1,221] | |

For the fiscal years ended [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] Deloitte served as LG&E's independent auditor.

| Audit fees (a) | | | $ | [removed: 831] [added: 1,189] | | | | | $ | [removed: 952] [added: 831] | |

For the fiscal years ended [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] Deloitte served as KU's independent auditor.

| Audit fees (a) | | | | | | $ | [removed: 920] [added: 1,175] | | | | | $ | [removed: 928] [added: 920] | |

The Audit Committee of PPL approved 100% of the [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] services provided by Deloitte.

| | | | 2023 | | | | | | 2022 | | |

| | | | 2023 | | | | | | 2022 | | |

| | | | | | | 2023 | | | | | | 2022 | | |

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

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

See Exhibit Index immediately following [removed: the signature pages.][added: "Shareowner and Investor Information."]

Annual Meeting: The [removed: 2023] [added: 2024] annual meeting of shareowners of PPL will be held on Wednesday, May [removed: 17, 2023] [added: 15, 2024] in a virtual meeting format.

Proxy Statement Material: A proxy statement and notice of PPL's annual meeting will be provided to all shareowners who are holders of record as of February 28, [removed: 2023.][added: 2024.]

PPL Annual Report: The report will be published in the beginning of April and will be provided to all shareowners who are holders of record as of February 28, [removed: 2023.][added: 2024.]

The [removed: 2023] [added: 2024] record dates for dividends are expected to be March [removed: 10,] [added: 8,] June [removed: 9,] [added: 10,] September [removed: 8] [added: 10] and December [removed: 8.][added: 10.]

| [removed: [4(n)-1](http://www.sec.gov/Archives/edgar/data/317187/000092222411000029/exhibit4dd-1.htm)] [added: [4(n)-1](http://www.sec.gov/Archives/edgar/data/317187/000092222411000029/exhibit4ee-1.htm)] | | | \- | | | [removed: 2000] [added: 2002] Series A Mercer County Loan Agreement, dated [removed: May 1, 2000 and amended and restated as of September] [added: February] 1, [removed: 2008,] [added: 2002,] by and between Kentucky Utilities Company, and County of Mercer, Kentucky (Exhibit [removed: 4(dd)-1] [added: 4(ee)-1] to PPL Corporation Form 10-K Report (File No. 1-11459) for the year ended December 31, 2010) | | | | | | | | |

| [removed: [4(n)-2](http://www.sec.gov/Archives/edgar/data/317187/000092222411000029/exhibit4dd-2.htm)] [added: [4(n)-2](http://www.sec.gov/Archives/edgar/data/317187/000092222411000029/exhibit4ee-2.htm)] | | | \- | | | Amendment No. 1 dated September 1, 2010, to said Loan Agreement by and between Kentucky Utilities Company, and County of Mercer, Kentucky (Exhibit [removed: 4(dd)-2] [added: 4(ee)-2] to PPL Corporation Form 10-K Report (File No. 1-11459) for the year ended December 31, 2010) | | | | | | | | |