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: 13] [added: 12] to the Financial Statements for additional information concerning the risks described below and for other risks, uncertainties and factors that could affect our businesses and financial results.

Because PPL is a holding company, its debt and guaranty obligations are [removed: effectively] [added: structurally] subordinated to all existing and future liabilities of its subsidiaries.

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

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

No assurance can be given that the anticipated [added: long-term] benefits from the acquisition will be achieved or, if achieved, the timing of their achievement.

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

We are or may be subject to costs of remediation of environmental contamination at facilities [added: that are currently] owned [added: by us] or [added: that are owned or] operated by our former subsidiaries.

We are subject to [removed: operational,] regulatory and other risks regarding natural gas supply infrastructure.

The [removed: Pipeline and Hazardous Materials Safety Administration] [added: PHMSA] enforces regulations that govern the design, construction, operation and maintenance of pipeline facilities.

[added: 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.

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

A [removed: resurgence, or new variant of COVID-19 or other] pandemic health event and related remediation efforts could present challenges to businesses, communities, workforces, markets and supply chains.

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

The operation of our transmission and distribution systems, including gas distribution systems, as well [added: as our generation plants, are all reliant on cyber-based, complex and integrated technologies.]

As a result, operations could be interrupted, property could be damaged and sensitive customer information lost or stolen, causing us to incur significant losses of revenues, other substantial liabilities and damages, costs to replace or repair damaged equipment [removed: and damage to our reputation.]

Economic downturns or periods of high energy supply costs can lead to changes in or the development of legislative and regulatory policy designed to promote reductions in energy consumption and increased energy efficiency, alternative and renewable energy [removed: sources, and distributed or self-generation by customers.]

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

Greenhouse gas regulation [added: such as the EPA’s May 2024 rule governing emissions from certain fossil fuel-fired electric generating units] could increase the cost of electricity, [removed: particularly power generated by fossil fuels,] and such increases could have a depressive effect on regional economies.

Business and "Regulatory Matters" in Note 7 to the Financial Statements and in "Legal Matters" and "Regulatory Issues" in Note [removed: 13] [added: 12] to the Financial [removed: Statements.]

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

See "Guarantees and Other Assurances" in Note [removed: 13] [added: 12] to the Financial Statements.

Rhode Island Regulated segment and could have a material adverse effect on PPL's business, financial condition and results of operations.

The requests for rate increases and the frequency of rate cases could face resistance from customers and other stakeholders, especially in a rising cost environment.

In recent years, the federal government has undertaken various efforts aimed at addressing climate change, some of which remain subject to legal challenge, that may affect these costs.

The Registrants are unable to predict changes in regulations, regulatory guidance, legal interpretations, policy positions, and implementation actions that may result from the change in Presidential administrations.

The PHMSA enforces regulations that govern the design, construction, operation and maintenance of pipeline facilities.

and damage to our reputation.

Artificial intelligence (AI) is an emerging area of technology that has the potential to impact various aspects of our business operations and customer interactions.

AI technologies are still in their early stages of development and deployment.

Ineffective or inadequate AI development or deployment practices by PPL, its subsidiaries or third-party vendors could result in unintended consequences.

While we seek contractual protections with our third-party vendors regarding the use of AI technology, we may not have full awareness of, or control or visibility over, the quality, performance, security or compliance of the products and services that incorporate AI-related technology used by such vendors.

AI algorithms that we or our third-party vendors use may be flawed or may be based on datasets that are biased or insufficient.

These limitations or failures, or inaccurate results generated as a result of our employees’, contractors’ or vendors’ use or misuse of AI technologies could lead to operational interruptions or otherwise adversely affect our business, reputation or financial results.

Developing, testing, and deploying resource-intensive AI systems may require additional investment and increase our costs.

In addition, the rapidly evolving nature of AI technologies may cause new laws and regulations to be enacted which could dramatically affect business practices, including the costs to comply with such new laws and regulations.

We cannot predict the future development of AI technologies and the nature of any related new laws and regulations, and their costs and consequences.

Natural disasters or operational accidents may adversely affect the Registrants’ operating results.

Natural disasters or operational accidents (such as wildfires, earthquakes, hurricanes or natural gas transmission pipeline explosions) could have direct or indirect impacts on the Registrants or key contractors or suppliers.

Further, the generation of electricity and the transportation and storage of natural gas involve inherent operating risks that may result in accidents involving serious injury or loss of life, environmental damage or property damage.

Such events could affect the Registrants through civil or criminal legal proceedings or changes to policies, laws and regulations the compliance costs of which may have a significant impact on the Registrants’ results of operations, financial position and cash flows.

Existing insurance policies may not cover all of the potential exposures in connection with such incidents.

Any losses not covered by insurance, or any increases in the cost of applicable insurance as a result of such incidents, could have a material adverse effect on the results of operations, financial position and cash flows of the Registrants.

sources, and distributed or self-generation by customers.

Statements.

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

issues.

The Biden administration is considering a wide range of potential policies, executive orders, rules, legislation and other initiatives in connection with climate change that may affect these costs.

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

Depending on the results of integrity tests and other integrity program

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

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

affect our ability to fund liquidity needs and access new long-term debt at acceptable interest rates.

trends, inflation rates, benefit improvements, salary increases and the demographics of plan participants.

- "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: 2023] [added: 2024] with [removed: 2022.][added: 2023.]

For comparison of the Registrants’ results of operations and cash flows for the years ended December 31, [removed: 2022] [added: 2023] to December 31, [removed: 2021,] [added: 2022,] refer to “Item 7.

Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the [removed: 2022] [added: 2023] Form 10-K, filed with the SEC on February [removed: 17, 2023.][added: 16, 2024.]

[removed: *Talen Litigation*] [added: *DSIC Petition*] *(PPL and PPL Electric)*

See [removed: "Legal Matters" in] Note [removed: 13] [added: 3] to the Financial Statements for additional information.

See Notes 7, [removed: 13] [added: 12] and [removed: 19] [added: 18] to the Financial Statements for a discussion of these significant environmental matters.

These and other environmental requirements led PPL, LG&E and KU to retire approximately [removed: 1,200] [added: 1,500] MW of coal-fired generating plants in Kentucky since 2010.

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

See Note [removed: 7] [added: 3] to the Financial Statements for additional information.

In 2020, LG&E and KU and other parties filed appeals with the [added: U.S. Court of Appeals -] D.C. Circuit [added: (D.C. Circuit] Court of [removed: Appeals] [added: Appeals)] regarding the FERC's orders on the elimination of the mitigation and required 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 [removed: Appeals,] [added: Appeals] and provided refunds in accordance with the FERC order on December 1, 2023.

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

[added: 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.

[removed: *(PPL)*][added: *(PPL)*]

RIE filed with the RIPUC [added: for approval of] (i) an updated electric Service Quality Plan on December 27, [removed: 2023 for RIPUC approval and] [added: 2023,] (ii) additional compliance tariff provisions regarding recovery and updated cost schedules to reflect the RIPUC's decision on December 22, [removed: 2023] [added: 2023, and (iii) electric and gas tariff advice filings] for RIPUC [removed: approval.][added: Automatic Meter Reading/AMF meter opt-out tariff provision on September 19, 2024.]

RIE cannot predict the outcome of [removed: these matters.][added: this matter.]

The "Statement of Income Analysis" discussion below describes significant changes in principal line items on the Statements of Income, comparing [removed: 2023] [added: 2024] with [removed: 2022.][added: 2023.]

The "Segment Earnings" discussions [removed: provides] [added: provide] a review of results by reportable segment.

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | |

| Operating Revenues | | | $ | [removed: 8,312] [added: 8,462] | | | | | $ | [removed: 7,902] [added: 8,312] | | | | | $ | [removed: 410] [added: 150] | |

| Fuel | | | [removed: 733] [added: 783] | | | | | | [removed: 931] [added: 733] | | | | | | [removed: (198)] [added: 50] | | |

| Energy purchases | | | [removed: 1,841] [added: 1,679] | | | | | | [removed: 1,686] [added: 1,841] | | | | | | [removed: 155] [added: (162)] | | |

| Other operation and maintenance | | | [removed: 2,462 | | | | | | 2,398 | | | | | | 64] [added: 16] | | |

| Depreciation | | | [removed: 1,254] [added: 1,279] | | | | | | [removed: 1,181] [added: 1,254] | | | | | | [removed: 73] [added: 25] | | |

| Taxes, other than income | | | [removed: 392] [added: 374] | | | | | | [removed: 332] [added: 392] | | | | | | [removed: 60] [added: (18)] | | |

| Total Operating Expenses | | | [removed: 6,682] [added: 6,722] | | | | | | [removed: 6,528] [added: 6,682] | | | | | | [removed: 154] [added: 40] | | |

| Other Income (Expense) - net | | | [removed: (40)] [added: 29] | | | | | | [removed: 54] [added: 12] | | | | | | [removed: (94)] [added: 17] | | |

| Interest Expense | | | [removed: 666] [added: 738] | | | | | | [removed: 513] [added: 666] | | | | | | [removed: 153] [added: 72] | | |

| Income [removed: from Continuing Operations] Before Income Taxes | | | [removed: 924] [added: 1,116] | | | | | | [removed: 915] [added: 924] | | | | | | [removed: 9] [added: 192] | | |

| Income Taxes | | | [removed: 184] [added: 228] | | | | | | [removed: 201] [added: 184] | | | | | | [removed: (17)] [added: 44] | | |

| Net Income (Loss) | | | $ | [removed: 740] [added: 888] | | | | | $ | [removed: 756] [added: 740] | | | | | $ | [removed: (16)] [added: 148] | |

| | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | |

| PPL Electric distribution price (a) | | | $ | [removed: 58] [added: 69] | |

| PPL Electric distribution volume (b) | | | [removed: (68)] [added: 39] | | |

| PPL Electric PLR (c) | | | [removed: (61)] [added: (291)] | | |

| PPL Electric transmission formula rate (d) | | | [removed: 51] [added: 48] | | |

| LG&E volumes (b) | | | [removed: (37)] [added: 35] | | |

| [removed: LG&E] [added: KU] fuel and other energy purchases [removed: (e)] [added: (f)] | | | [removed: (157)] [added: 20] | | |

| KU volumes (b) | | | [removed: (60)] [added: 39] | | |

| [removed: KU fuel] [added: Fuel] and other energy purchases [removed: (e)] [added: (a)] | | | [removed: (132)] [added: $] | [added: 7] | |

PPL’s strategy, which is supported by the other Registrants and subsidiaries, is focused on creating the utilities of the future to drive greater value for our customers and shareowners.

Key objectives in support of this strategy include:

- Strengthening the reliability and resilience of our electric and gas networks to improve service and protect against current and future weather and storms.

- Advancing a cleaner energy future affordably and reliably.

This includes expanding and modernizing our generation with natural gas, renewables and battery storage, while supporting research and development of low-carbon solutions.

- Driving operational efficiencies to improve customer service and help keep energy affordable.

- Utilizing artificial intelligence and other advanced technologies to inform decision making, optimize asset planning and maintenance and better manage supply and demand on the grid.

- Empowering customers through expanded digital options and improved service.

- Engaging with key stakeholders to strengthen resource adequacy, power economic development, and support the growth and success of the regions we serve.

This strategy supports our mission to provide safe, affordable, reliable and sustainable energy to our customers and competitive, long-term returns to shareowners.

*RIE Transition Services Agreement Completion*

In connection with the acquisition of RIE in 2022, National Grid USA Service Company, Inc., National Grid U.S. and Narragansett Electric entered into a transition services agreement (TSA), pursuant to which the National Grid entities agreed to provide certain transition services to Narragansett Electric to facilitate the transition of the operation of Narragansett Electric to PPL following the acquisition.

The TSA was for an initial two-year term and was completed in the third quarter of 2024.

TSA costs of $137 million, $228 million, and $123 million were incurred for the years ended December 31, 2024, 2023, and 2022.

*Transfer of Certain Credits under the Inflation Reduction Act*

The IRS released the final Internal Revenue Code Section 6418 regulations related to the transfer of certain credits under the Inflation Reduction Act.

The regulations became effective on July 1, 2024 and did not and are not expected to have a material impact on the financial statements regarding prior or future credit transfers.

On October 4, 2024, LG&E submitted an application related to the retirement of Mill Creek Unit 1, which occurred on December 31, 2024, requesting recovery of associated costs under the RAR rider.

On October 28, 2024, the KPSC issued an order to establish a procedural schedule regarding its investigation of the reasonableness of the proposed tariff.

The KPSC intends to rule on the matter by February 28, 2025.

The FERC issued the substantive order on rehearing on March 21, 2024, reaffirming its prior decision.

Oral argument before the D.C. Circuit Court of Appeals occurred on January 21, 2025.

*FY 2026 Gas ISR Plan*

On December 31, 2024, RIE filed its FY 2026 Gas ISR Plan with the RIPUC with a budget that includes $187 million of capital investment spend and up to $15 million of additional contingency plan spend in connection with the PHMSA's potential enactment of regulations during FY 2026 that, if enacted, would significantly alter RIE's leak detection and repair obligations under federal regulations.

The Plan also includes proposed spending on curb-to-curb paving of $22 million.

A decision from the RIPUC on the Plan is expected by March 31, 2025.

*FY 2026 Electric ISR Plan*

On December 23, 2024, RIE filed its FY 2026 Electric ISR Plan with the RIPUC with a budget that includes $160 million of capital investment spend, $14 million of vegetation operation and maintenance (O&M) expense spend and $1 million of Other O&M spend.

In addition, the FY 2026 Electric ISR Plan includes $88 million of capital investment spend for Advanced Metering Functionality (AMF) which, together with the $160 million of capital investment spend, results in total capital investment spend of $248 million.

A decision from the RIPUC is expected by March 31, 2025.

RIE cannot predict the outcome of this matter.

The RIPUC

approved RIE’s revised service quality metrics with certain modifications on August 1, 2024 and October 30, 2024.

In addition, the RIPUC approved RIE’s AMR/AMF opt-out tariff provisions for electric and natural gas with modifications on December 19, 2024 for effect January 1, 2025, and approved the proposed updated fees to be assessed at the start of the AMF roll-out.

On January 7, 2025, RIE filed compliance tariffs to reflect the RIPUC’s ruling, which they approved at their January 23, 2025 Open Meeting.

*Rate Case Proceedings* *(KU)*

On April 30, 2024, KU filed a request with the VSCC for an annual increase in Virginia base electricity rates of approximately $9 million.

KU's request is based on an authorized 10.5% return on equity.

Subject to regulatory review and approval, new rates would become effective February 1, 2025.

On November 6, 2024, KU and VSCC Staff filed a stipulation to resolve the proceeding, with a proposed annual rate increase amount of $8 million and annual authorized returns on equity in a range from 9.5% to 10.5% for various tariff purposes, with no objection from the Office of the Attorney General.

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

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 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

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, FERC formula 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.

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

On 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.

*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.

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 currently receive recovery of certain

| Income from Continuing Operations After Income Taxes | | | 740 | | | | | | 714 | | | | | | 26 | | |

| Income (Loss) from Discontinued Operations (net of income taxes) (Note 9) | | | — | | | | | | 42 | | | | | | (42) | | |

We have audited the accompanying consolidated balance sheets of PPL Corporation and subsidiaries (the "Company") as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 16, 2024,] [added: 13, 2025,] expressed an unqualified opinion on the Company's internal control over financial reporting.

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

The accounting for regulatory assets and regulatory liabilities is based on specific rate orders or, in certain [removed: 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 [added: and liabilities] are probable of future recovery [added: or refund] by considering factors such as changes in the applicable regulatory environments, the ability to recover costs through regulated rates, and recent rate orders.

We have audited the accompanying consolidated balance sheets of PPL Electric Utilities Corporation and subsidiaries (the "Company") as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively referred to as the "financial statements").

We have audited the accompanying balance sheets of Louisville Gas and Electric Company (the "Company") as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related statements of income, equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively referred to as the "financial statements").

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

We have audited the accompanying balance sheets of Kentucky Utilities Company (the "Company") as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related statements of income, equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively referred to as the "financial statements").

February 13, 2025

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

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 and liabilities are probable of future recovery or refund by considering factors such as changes in the applicable regulatory environments, the ability to recover costs through regulated rates, and recent rate orders.

February 13, 2025

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

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 and liabilities are probable of future recovery or refund by considering factors such as changes in the applicable regulatory environments, the ability to recover costs through regulated rates, and recent rate orders.

February 13, 2025

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

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 and liabilities are probable of future recovery or refund by considering factors such as changes in the applicable regulatory environments, the ability to recover costs through regulated rates, and recent rate orders.

February 13, 2025

customer rates.

February 16, 2024

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

PPL's principal subsidiaries at December 31, [removed: 2023] [added: 2024] are shown below (* denotes a Registrant).

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

| For the year ended December 31, [removed: 2023:] [added: 2024:] | | | | | | | | | | | | | | | | | |

| Natural gas delivered (Bcf) | | | [removed: 41] [added: 42] | | | | | | — | | | | | | [removed: 38] [added: 37] | | |

| Regulatory Asset Base (in billions) (a) | | | $ | [removed: 12.0] [added: 12.4] | | | | | $ | [removed: 9.8] [added: 10.2] | | | | | $ | [removed: 3.2] [added: 3.8] | |

| Customers (in millions) | | | [removed: 1.3] [added: 1.4] | | | | | | 1.5 | | | | | | 0.8 | | |

LG&E provides electric service to approximately [removed: 436,000] [added: 440,000] customers in Louisville and adjacent areas in Kentucky, covering approximately 700 square miles in nine counties and provides natural gas service to approximately [removed: 335,000] [added: 336,000] customers in its electric service area and eight additional counties in Kentucky.

KU provides electric service to approximately [removed: 545,000] [added: 549,000] customers in 77 counties in central, southeastern and western Kentucky and approximately 28,000 customers in five counties in southwestern Virginia, covering [added: approximately 4,800 non-contiguous square miles.]

At December 31, [removed: 2023,] [added: 2024,] LG&E owned generating capacity of [removed: 2,760] [added: 2,466] MW and KU owned generating capacity of [removed: 4,775] [added: 4,798] MW.

During [removed: 2023,] [added: 2024,] LG&E's and KU's power plants generated the following amounts of electricity:

(a)This generation represents a decrease for LG&E of [removed: 4%] [added: 1%] and [removed: a decrease] [added: an increase] for KU of 8% from [removed: 2022] [added: 2023] output.

Due to environmental requirements and energy efficiency measures, as of December 31, [removed: 2023,] [added: 2024,] LG&E and KU have retired approximately [removed: 1,200] [added: 1,500] MW of coal-fired generation plants since [removed: 2010.][added: 2010, including the retirement of a 300 MW coal-fired unit in December 2024 at the Mill Creek plant.]

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

On November 6, 2023, the KPSC issued an order approving LG&E’s and KU’s [added: December 15, 2022 CPCN] 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 order also authorized LG&E's and KU's entry into [removed: the] four [added: potential] solar PPAs, subject to certain conditions, but deferred for future proceedings specific decisions on cost recovery treatment or mechanisms.

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) [added: in 2024, which occurred on December 31, 2024,] and [added: Mill Creek Unit] 2 (297 MW) in [removed: 2024 and] 2027, subject to certain conditions, and three small gas-fired units.

See [added: “Legal Matters” in] Note [removed: 7] [added: 12] to the Financial Statements for additional information.

Natural gas used for generation is [removed: primarily] purchased using contractual arrangements separate from LG&E's natural gas distribution operations.

LG&E and KU have entered into coal supply agreements with various suppliers for coal deliveries through [removed: 2028] [added: 2030] and augment their coal supply agreements with spot market purchases, as needed.

[removed: At December 31, 2023, LG&E had 9 Bcf of natural] gas stored underground with a carrying value of [removed: $34] [added: $29] million.

[added: In 2024,] LG&E [removed: will continue work in 2024 on a] [added: completed the] multi-year project to retire a fifth underground natural gas storage field, which [removed: is] [added: was] no longer in [removed: service, and plans to complete the project by no later than 2025.][added: service.]

LG&E has a portfolio of supply arrangements of varying [removed: durations and] terms that provide competitively priced natural gas designed to meet its firm sales obligations.

LG&E has a set of contracts with one pipeline that are subject to termination by LG&E between [removed: 2025] [added: 2026] and [removed: 2028.][added: 2030.]

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

KU's Virginia base rates are calculated based on a return on rate base (net utility plant plus [added: certain regulatory assets and] working capital less accumulated deferred income [removed: taxes] [added: taxes, certain regulatory liabilities] and miscellaneous [removed: deductions).][added: deductions) and include recovery of applicable operations and maintenance expenses.]

KU's rates to two municipal customers for wholesale power requirements are calculated based on annual updates to a formula rate that utilizes a return on rate base (net utility plant plus [added: certain regulatory assets and] working capital less accumulated deferred income [removed: taxes] [added: taxes, certain regulatory liabilities] and miscellaneous [removed: deductions).][added: deductions) and include recovery of applicable operations and maintenance expenses.]

A primary objective of any RTO is to separate the operation of, and access to, the [added: transmission grid from market participants that buy or sell electricity in the same markets.]

2023 [removed: is] [added: was] considered a transitional period as the calendar year rate approved by FERC became effective April 1, 2023.

In [removed: 2023,] [added: 2024,] the following average percentages of PPL Electric's customer load were provided by competitive suppliers: [removed: 42%] [added: 43%] of residential, [removed: 80%] [added: 82%] of small commercial and industrial and [removed: 97%] [added: 98%] of large commercial and industrial customers.

In December 2020, the PAPUC approved PPL Electric’s default service plan for the period June 1, 2021 through May 31, 2025, which [removed: includes] [added: included] a total of eight solicitations for electricity supply held semiannually in April and October.

Through December 31, [removed: 2023, six] [added: 2024, all] auctions of the plan were completed.

This plan also [removed: includes] [added: included] eight solicitations for alternative energy credits held semiannually in January and July.

Through January [removed: 2024, six] [added: 2025, all] alternative energy credit solicitations have been completed.

Pursuant to the plans, PPL Electric contracts for all [removed: of the] electricity supply for residential, commercial and industrial customers who elect to take default service from PPL Electric.

These solicitations contain a mix of products including [removed: 5-year] [added: 10-year] block energy contracts for residential customers, [removed: 6-] [added: 12-] and [removed: 12-month] [added: 24-month] fixed-price load-following contracts for residential and small commercial and industrial customers, 12-month real-time pricing contracts for large commercial and industrial customers, and alternative energy credit contracts for residential, commercial and industrial customers.

RIE provides electric service to approximately [removed: 514,000] [added: 515,000] customers and natural gas service to approximately [removed: 278,000] [added: 280,000] customers.

[added: Certain operating expenses are also] included in RIE’s distribution base rates including wages and benefits, other operation and maintenance expenses, depreciation, and taxes.

*Last Resort [removed: Service*][added: Service (LRS)*]

[removed: Last Resort Service] [added: RIE] is [removed: available] [added: required by the RIPUC and by statute] to [added: provide LRS to] all customers who have not elected to receive their electric supply from a non-regulated power producer or any customer who, for any reason, has stopped receiving generation service from a non-regulated power producer.

The charge for [removed: Last Resort Service] [added: LRS] is the sum of the applicable [removed: Last Resort Service] [added: LRS] charges in addition to all appropriate Retail Delivery charges as stated in the applicable tariff.

| Operating Revenues (in billions) | | | $ | 3.6 | | | | | $ | 2.9 | | | | | $ | 2.0 | |

| Net Income (in millions) | | | $ | 620 | | | | | $ | 574 | | | | | $ | 109 | |

| Electricity delivered (GWh) | | | 30,109 | | | | | | 36,611 | | | | | | 7,371 | | |

| At December 31, 2024: | | | | | | | | | | | | | | | | | |

| Coal | | | 10,046 | | | | | | 14,276 | | |

| Gas | | | 1,586 | | | | | | 4,483 | | |

| Hydro | | | 235 | | | | | | 54 | | |

| Total (a) | | | 11,875 | | | | | | 18,825 | | |

Agreements related to two of the four potential solar

PPAs have been terminated.

One PPA agreement was terminated by the developer due to land control issues.

The second agreement terminated contractually due to a PPA price increase that was not acceptable to LG&E and KU.

In February 2024, LG&E and KU entered into agreements to begin construction of Mill Creek Unit 5.

Total project costs are estimated at approximately $1.0 billion, including AFUDC.

Commercial operation of the facility is anticipated to begin in mid-2027.

At December 31, 2024, LG&E had 9 Bcf of natural

PPL Electric provides electricity delivery service in its service territory pursuant to certain franchises, licenses, statutory service areas, easements and other rights or permissions granted by the Pennsylvania state legislature, cities or municipalities or other entities.

On November 7, 2024, the PAPUC approved PPL Electric's default service plan for the period of June 1, 2025 through May 31, 2029, which includes a total of eight solicitations for electricity supply held semiannually in February and July.

The new plan also includes solicitations for alternative energy credits held annually in July with the first solicitation in July 2025 and the final solicitation in July 2029.

*Franchises and Licenses*

The Registrants are monitoring executive orders and other ongoing actions by the new Presidential administration, but are unable to predict changes in regulations, regulatory guidance, legal interpretations, policy positions, and implementation actions that may result.

On February 2, 2024, the D.C. Circuit Court granted the EPA’s motion for voluntary remand, without vacatur, of the ozone rule, which was under legal challenge.

The EPA will complete a new review to incorporate new studies and updated analyses to determine the adequacy of the existing ozone standard.

Several states and trade groups challenged the EPA’s finalized revisions to the particulate matter standard in the D.C. Circuit Court.

In June 2024, the U.S. Supreme Court issued a stay of the Good Neighbor Plan while the D.C. Circuit Court considers legal challenges to the rule.

On December 10, 2024, EPA published in the Federal Register a supplement to the record.

On December 6, 2024, the U.S. Court of Appeals for the Sixth Circuit vacated and remanded the EPA’s disapproval of Kentucky’s state implementation plan for the ozone NAAQS.

PPL, LG&E, and KU are monitoring ongoing legal and regulatory developments.

Legal challenges to the rule have been filed in the D.C. Circuit Court.

In the final rule, the EPA announced it would set performance standards for existing natural gas-fired turbines in a future rule.

Legal challenges to the rule have been filed in the D.C. Circuit Court.

In recent years the federal government has undertaken various efforts aimed at addressing climate change, which could have far-reaching impacts on PPL’s business operations, products, and services.

While the EPA contends that the new GHG emissions rule discussed above is consistent with the provisions of the Clean Air Act, it is uncertain how a ruling from the D.C. Circuit Court or, if appealed, the U.S. Supreme Court may affect the new GHG emissions rule and any future EPA rulemaking on GHG emissions.

The new Presidential administration has issued various executive orders regarding climate change initiatives and is expected to consider changes in regulations, regulatory guidance, legal interpretations, policy positions and implementation actions, but the Registrants are unable to predict any changes that may ultimately be adopted.

- Corporate culture - Foster a supportive, empowering and collaborative workplace culture in which employees with various backgrounds can thrive.

| PPL | | | 6,653 | | | | | | 2,431 | | | | | | 37 | | % |

| PPL Electric | | | 1,393 | | | | | | 916 | | | | | | 66 | | % |

| LG&E | | | 906 | | | | | | 581 | | | | | | 64 | | % |

| KU | | | 723 | | | | | | 109 | | | | | | 15 | | % |

In July 2024, KU and the IBEW local reached, and local members ratified, a new three-year labor agreement through July 2027.

Beginning on January 1, 2023, 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 gas.

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

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

Prior periods have been adjusted to reflect this change.

As a result, PPL’s segments consist of its regulated operations in Kentucky, Pennsylvania and Rhode Island and 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.

| Operating Revenues (in billions) | | | $ | 3.5 | | | | | $ | 3.0 | | | | | $ | 1.9 | |

| Net Income (in millions) | | | $ | 552 | | | | | $ | 519 | | | | | $ | 96 | |

| 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.

On January 23, 2020, LG&E and KU applied to the KPSC for approval of arrangements relating to the purchase of 100 MW of solar power in connection with the Green Tariff option established in the 2018 Kentucky base rate cases.

Pursuant to the agreements, LG&E and KU would purchase the initial 20 years of output of a proposed third-party solar generation facility and resell the bulk of the power as renewable energy to two large industrial customers and use the remaining power for other customers.

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

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

PPL, LG&E and KU do not anticipate that these arrangements will have a significant impact on their results of operations or financial condition.

On October 6, 2021, LG&E and KU entered into an agreement to purchase the initial 20 years of output of a proposed 125 MW third-party solar generation facility in connection with the Green Tariff option established in the 2018 Kentucky base rate cases.

Pursuant to the agreements, LG&E and KU would purchase output of the facility and resell power as renewable energy to certain large customers.

The generation facility is currently expected to be operational in the fourth quarter of 2026.

PPL, LG&E and KU do not anticipate that this agreement will have a significant impact on their results of operations or financial condition.

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.

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.

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

As all regulatory assets and liabilities, except for regulatory assets and liabilities related to the levelized fuel factor, accumulated deferred income taxes, pension and postretirement benefits, and AROs related to certain CCR impoundments, are excluded from the return on rate base utilized in the calculation of Virginia base rates, no return is earned on the related assets.

As all regulatory assets and liabilities, except accumulated deferred income taxes, are excluded from the return on rate base utilized in the development of municipal rates, no return is earned on the related assets.

*Franchise, Licenses and Other Regulations*

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

PPL Electric is granted the right to enter the streets and highways by the Commonwealth subject to certain conditions.

In general, such conditions have been met by ordinance, resolution, permit, acquiescence or other action by an appropriate local political subdivision or agency of the Commonwealth.

transmission grid from market participants that buy or sell electricity in the same markets.

Certain operating expenses are also

RIE is required by the RIPUC and by statute to provide Last Resort Service.

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

See Notes 6, 7, 9 and [removed: 13] [added: 12] 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: 2023] [added: 2024] | | |

| 1-11459 | | | PPL Corporation (Exact name of Registrant as specified in its charter) Pennsylvania [removed: Two North Ninth] [added: 645 Hamilton] Street Allentown, PA [removed: 18101-1179] [added: 18101] (610) 774-5151 | | | 23-2758192 | | |

| 1-905 | | | PPL Electric Utilities Corporation (Exact name of Registrant as specified in its charter) Pennsylvania [removed: Two North Ninth Street] [added: 827 Hausman Road] Allentown, PA [removed: 18101-1179] [added: 18104-9392] (610) 774-5151 | | | 23-0959590 | | |

As of June [removed: 30, 2023,] [added: 28, 2024,] PPL Corporation had [removed: 737,085,881] [added: 737,762,262] 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: $19,503,292,411.][added: $20,399,126,544.]

As of January 31, [removed: 2024,] [added: 2025,] PPL Corporation had [removed: 737,603,408] [added: 738,294,081] shares of its $0.01 par value Common Stock outstanding.

As of January 31, [removed: 2024,] [added: 2025,] PPL Corporation held all 66,368,056 outstanding common shares, no par value, of PPL Electric Utilities Corporation.

As of January 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] 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: 2023] [added: 2024] and which will provide the information required by Part III of this Report.

FOR THE YEAR ENDED DECEMBER 31, [removed: 2023][added: 2024]

| | | | | | | [Glossary of Terms and [removed: Abbreviations](#ibc3ea2493fc54a06b485add3d5127332_10)] [added: Abbreviations](#i27f679f7e4204661b54c0ced620f8b46_10)] | | | [removed: [i](#ibc3ea2493fc54a06b485add3d5127332_10)] [added: [i](#i27f679f7e4204661b54c0ced620f8b46_10)] | | |

| | | | | | | [Forward-Looking [removed: Information](#ibc3ea2493fc54a06b485add3d5127332_16)] [added: Information](#i27f679f7e4204661b54c0ced620f8b46_16)] | | | [removed: [1](#ibc3ea2493fc54a06b485add3d5127332_16)] [added: [1](#i27f679f7e4204661b54c0ced620f8b46_16)] | | |

| 1A. | | | | | | [Risk [removed: Factors](#ibc3ea2493fc54a06b485add3d5127332_25)] [added: Factors](#i27f679f7e4204661b54c0ced620f8b46_25)] | | | [removed: [18](#ibc3ea2493fc54a06b485add3d5127332_25)] [added: [17](#i27f679f7e4204661b54c0ced620f8b46_25)] | | |

| 1B. | | | | | | [Unresolved Staff [removed: Comments](#ibc3ea2493fc54a06b485add3d5127332_28)] [added: Comments](#i27f679f7e4204661b54c0ced620f8b46_28)] | | | [removed: [25](#ibc3ea2493fc54a06b485add3d5127332_28)] [added: [24](#i27f679f7e4204661b54c0ced620f8b46_28)] | | |

| 1C. | | | | | | [removed: [Cybersecurity](#ibc3ea2493fc54a06b485add3d5127332_2597)] [added: [Cybersecurity](#i27f679f7e4204661b54c0ced620f8b46_31)] | | | [removed: [25](#ibc3ea2493fc54a06b485add3d5127332_2597)] [added: [25](#i27f679f7e4204661b54c0ced620f8b46_31)] | | |

| 3. | | | | | | [Legal [removed: Proceedings](#ibc3ea2493fc54a06b485add3d5127332_34)] [added: Proceedings](#i27f679f7e4204661b54c0ced620f8b46_37)] | | | [removed: [28](#ibc3ea2493fc54a06b485add3d5127332_34)] [added: [28](#i27f679f7e4204661b54c0ced620f8b46_37)] | | |

| 4. | | | | | | [Mine Safety [removed: Disclosures](#ibc3ea2493fc54a06b485add3d5127332_37)] [added: Disclosures](#i27f679f7e4204661b54c0ced620f8b46_40)] | | | [removed: [28](#ibc3ea2493fc54a06b485add3d5127332_37)] [added: [28](#i27f679f7e4204661b54c0ced620f8b46_40)] | | |

| 5. | | | | | | [Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ibc3ea2493fc54a06b485add3d5127332_43)] [added: Securities](#i27f679f7e4204661b54c0ced620f8b46_46)] | | | [removed: [29](#ibc3ea2493fc54a06b485add3d5127332_43)] [added: [29](#i27f679f7e4204661b54c0ced620f8b46_46)] | | |

| 6. | | | | | | [Selected Financial and Operating [removed: Data](#ibc3ea2493fc54a06b485add3d5127332_46)] [added: Data](#i27f679f7e4204661b54c0ced620f8b46_49)] | | | [removed: [29](#ibc3ea2493fc54a06b485add3d5127332_46)] [added: [29](#i27f679f7e4204661b54c0ced620f8b46_49)] | | |

| 7. | | | | | | [Combined Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ibc3ea2493fc54a06b485add3d5127332_49)] [added: Operations](#i27f679f7e4204661b54c0ced620f8b46_52)] | | | [removed: [30](#ibc3ea2493fc54a06b485add3d5127332_49)] [added: [30](#i27f679f7e4204661b54c0ced620f8b46_52)] | | |

| | | | | | | [Business [removed: Strategy](#ibc3ea2493fc54a06b485add3d5127332_55)] [added: Strategy](#i27f679f7e4204661b54c0ced620f8b46_58)] | | | [removed: [30](#ibc3ea2493fc54a06b485add3d5127332_55)] [added: [30](#i27f679f7e4204661b54c0ced620f8b46_58)] | | |

| | | | | | | [Financial and Operational [removed: Developments](#ibc3ea2493fc54a06b485add3d5127332_58)] [added: Developments](#i27f679f7e4204661b54c0ced620f8b46_61)] | | | [removed: [31](#ibc3ea2493fc54a06b485add3d5127332_58)] [added: [31](#i27f679f7e4204661b54c0ced620f8b46_61)] | | |

| | | | | | | [Results of [removed: Operations](#ibc3ea2493fc54a06b485add3d5127332_61)] [added: Operations](#i27f679f7e4204661b54c0ced620f8b46_64)] | | | [removed: [33](#ibc3ea2493fc54a06b485add3d5127332_61)] [added: [33](#i27f679f7e4204661b54c0ced620f8b46_64)] | | |

| | | | | | | [PPL Corporation and Subsidiaries - Statement of Income [removed: Analysis](#ibc3ea2493fc54a06b485add3d5127332_64) [and](#ibc3ea2493fc54a06b485add3d5127332_64) [Segment Earnings](#ibc3ea2493fc54a06b485add3d5127332_64)] [added: Analysis and Segment Earnings](#i27f679f7e4204661b54c0ced620f8b46_67)] | | | [removed: [34](#ibc3ea2493fc54a06b485add3d5127332_64)] [added: [34](#i27f679f7e4204661b54c0ced620f8b46_67)] | | |

| | | | | | | [PPL Electric Utilities Corporation and Subsidiaries - Statement of Income [removed: Analysis](#ibc3ea2493fc54a06b485add3d5127332_67)] [added: Analysis](#i27f679f7e4204661b54c0ced620f8b46_73)] | | | [removed: [43](#ibc3ea2493fc54a06b485add3d5127332_67)] [added: [42](#i27f679f7e4204661b54c0ced620f8b46_73)] | | |

| | | | | | | [Louisville Gas and Electric Company - Statement of Income [removed: Analysis](#ibc3ea2493fc54a06b485add3d5127332_70)] [added: Analysis](#i27f679f7e4204661b54c0ced620f8b46_76)] | | | [removed: [44](#ibc3ea2493fc54a06b485add3d5127332_70)] [added: [43](#i27f679f7e4204661b54c0ced620f8b46_76)] | | |

| | | | | | | [Kentucky Utilities Company - Statement of Income [removed: Analysis](#ibc3ea2493fc54a06b485add3d5127332_73)] [added: Analysis](#i27f679f7e4204661b54c0ced620f8b46_79)] | | | [removed: [45](#ibc3ea2493fc54a06b485add3d5127332_73)] [added: [44](#i27f679f7e4204661b54c0ced620f8b46_79)] | | |

| | | | | | | [Financial [removed: Condition](#ibc3ea2493fc54a06b485add3d5127332_76)] [added: Condition](#i27f679f7e4204661b54c0ced620f8b46_82)] | | | [removed: [46](#ibc3ea2493fc54a06b485add3d5127332_76)] [added: [45](#i27f679f7e4204661b54c0ced620f8b46_82)] | | |

| | | | | | | [Liquidity and Capital [removed: Resources](#ibc3ea2493fc54a06b485add3d5127332_79)] [added: Resources](#i27f679f7e4204661b54c0ced620f8b46_85)] | | | [removed: [46](#ibc3ea2493fc54a06b485add3d5127332_79)] [added: [45](#i27f679f7e4204661b54c0ced620f8b46_85)] | | |

| | | | | | | [Risk [removed: Management](#ibc3ea2493fc54a06b485add3d5127332_82)] [added: Management](#i27f679f7e4204661b54c0ced620f8b46_88)] | | | [removed: [56](#ibc3ea2493fc54a06b485add3d5127332_82)] [added: [54](#i27f679f7e4204661b54c0ced620f8b46_88)] | | |

| | | | | | | [Related Party [removed: Transactions](#ibc3ea2493fc54a06b485add3d5127332_85)] [added: Transactions](#i27f679f7e4204661b54c0ced620f8b46_91)] | | | [removed: [58](#ibc3ea2493fc54a06b485add3d5127332_85)] [added: [56](#i27f679f7e4204661b54c0ced620f8b46_91)] | | |

| | | | | | | [Acquisitions, Developments and [removed: Divestitures](#ibc3ea2493fc54a06b485add3d5127332_88)] [added: Divestitures](#i27f679f7e4204661b54c0ced620f8b46_94)] | | | [removed: [58](#ibc3ea2493fc54a06b485add3d5127332_88)] [added: [56](#i27f679f7e4204661b54c0ced620f8b46_94)] | | |

| | | | | | | [Environmental [removed: Matters](#ibc3ea2493fc54a06b485add3d5127332_91)] [added: Matters](#i27f679f7e4204661b54c0ced620f8b46_97)] | | | [removed: [58](#ibc3ea2493fc54a06b485add3d5127332_91)] [added: [56](#i27f679f7e4204661b54c0ced620f8b46_97)] | | |

| | | | | | | [New Accounting [removed: Guidance](#ibc3ea2493fc54a06b485add3d5127332_103)] [added: Guidance](#i27f679f7e4204661b54c0ced620f8b46_109)] | | | [removed: [59](#ibc3ea2493fc54a06b485add3d5127332_103)] [added: [57](#i27f679f7e4204661b54c0ced620f8b46_109)] | | |

| | | | | | | [Application of Critical Accounting [removed: Policies](#ibc3ea2493fc54a06b485add3d5127332_106)] [added: Policies](#i27f679f7e4204661b54c0ced620f8b46_112)] | | | [removed: [59](#ibc3ea2493fc54a06b485add3d5127332_106)] [added: [57](#i27f679f7e4204661b54c0ced620f8b46_112)] | | |

| 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ibc3ea2493fc54a06b485add3d5127332_112)] [added: Risk](#i27f679f7e4204661b54c0ced620f8b46_118)] | | | [removed: [63](#ibc3ea2493fc54a06b485add3d5127332_112)] [added: [61](#i27f679f7e4204661b54c0ced620f8b46_118)] | | |

| | | | | | | [Reports of Independent Registered Public Accounting Firms (PCAOB ID [removed: No.](#ibc3ea2493fc54a06b485add3d5127332_115) 34[)](#ibc3ea2493fc54a06b485add3d5127332_115)] [added: No.](#i27f679f7e4204661b54c0ced620f8b46_121) 34[)](#i27f679f7e4204661b54c0ced620f8b46_121)] | | | [removed: [64](#ibc3ea2493fc54a06b485add3d5127332_115)] [added: [62](#i27f679f7e4204661b54c0ced620f8b46_121)] | | |

| | | | | | | [Consolidated Statements of Income for the years ended December 31, [removed: 202](#ibc3ea2493fc54a06b485add3d5127332_127)[3](#ibc3ea2493fc54a06b485add3d5127332_127)[, 202](#ibc3ea2493fc54a06b485add3d5127332_127)[2](#ibc3ea2493fc54a06b485add3d5127332_127)] [added: 202](#i27f679f7e4204661b54c0ced620f8b46_133)[4](#i27f679f7e4204661b54c0ced620f8b46_133)[, 202](#i27f679f7e4204661b54c0ced620f8b46_133)[3](#i27f679f7e4204661b54c0ced620f8b46_133)] [and [removed: 20](#ibc3ea2493fc54a06b485add3d5127332_127)[21](#ibc3ea2493fc54a06b485add3d5127332_127)] [added: 20](#i27f679f7e4204661b54c0ced620f8b46_133)[22](#i27f679f7e4204661b54c0ced620f8b46_133)] | | | [removed: [73](#ibc3ea2493fc54a06b485add3d5127332_127)] [added: [71](#i27f679f7e4204661b54c0ced620f8b46_133)] | | |

| | | | | | | [Consolidated Statements of Comprehensive Income for the years ended December [removed: 31,](#ibc3ea2493fc54a06b485add3d5127332_130) [202](#ibc3ea2493fc54a06b485add3d5127332_127)[3](#ibc3ea2493fc54a06b485add3d5127332_127)[, 202](#ibc3ea2493fc54a06b485add3d5127332_127)[2](#ibc3ea2493fc54a06b485add3d5127332_127) [and](#ibc3ea2493fc54a06b485add3d5127332_127) [2021](#ibc3ea2493fc54a06b485add3d5127332_127)] [added: 31,](#i27f679f7e4204661b54c0ced620f8b46_136) [202](#i27f679f7e4204661b54c0ced620f8b46_136)[4](#i27f679f7e4204661b54c0ced620f8b46_136)[, 202](#i27f679f7e4204661b54c0ced620f8b46_136)[3](#i27f679f7e4204661b54c0ced620f8b46_136) [and 20](#i27f679f7e4204661b54c0ced620f8b46_136)[2](#i27f679f7e4204661b54c0ced620f8b46_136)[2](#i27f679f7e4204661b54c0ced620f8b46_136)] | | | [removed: [74](#ibc3ea2493fc54a06b485add3d5127332_130)] [added: [72](#i27f679f7e4204661b54c0ced620f8b46_136)] | | |

| 1. | | | | | | [Business](#i27f679f7e4204661b54c0ced620f8b46_22) | | | [3](#i27f679f7e4204661b54c0ced620f8b46_22) | | |

| 2. | | | | | | [Properties](#i27f679f7e4204661b54c0ced620f8b46_34) | | | [26](#i27f679f7e4204661b54c0ced620f8b46_34) | | |

| | | | | | | [Overview](#i27f679f7e4204661b54c0ced620f8b46_55) | | | [30](#i27f679f7e4204661b54c0ced620f8b46_55) | | |

| | | | | | | [Sustainability](#i27f679f7e4204661b54c0ced620f8b46_100) | | | [56](#i27f679f7e4204661b54c0ced620f8b46_100) | | |

| | | | | | | [Cybersecurity](#i27f679f7e4204661b54c0ced620f8b46_103) | | | [57](#i27f679f7e4204661b54c0ced620f8b46_103) | | |

| | | | | | | [Competition](#i27f679f7e4204661b54c0ced620f8b46_106) | | | [57](#i27f679f7e4204661b54c0ced620f8b46_106) | | |

| | | | | | | [Other Information](#i27f679f7e4204661b54c0ced620f8b46_115) | | | [61](#i27f679f7e4204661b54c0ced620f8b46_115) | | |

| | | | | | | [4. Preferred Securities](#i27f679f7e4204661b54c0ced620f8b46_211) | | | [113](#i27f679f7e4204661b54c0ced620f8b46_211) | | |

| | | | | | | [5. Earnings Per Share](#i27f679f7e4204661b54c0ced620f8b46_214) | | | [114](#i27f679f7e4204661b54c0ced620f8b46_214) | | |

| | | | | | | [7. Utility Rate Regulation](#i27f679f7e4204661b54c0ced620f8b46_220) | | | [121](#i27f679f7e4204661b54c0ced620f8b46_220) | | |

| | | | | | | [8. Financing Activities](#i27f679f7e4204661b54c0ced620f8b46_223) | | | [134](#i27f679f7e4204661b54c0ced620f8b46_223) | | |

| | | | | | | [1](#i27f679f7e4204661b54c0ced620f8b46_241)[1](#i27f679f7e4204661b54c0ced620f8b46_241)[. Jointly Owned Facilities](#i27f679f7e4204661b54c0ced620f8b46_241) | | | [153](#i27f679f7e4204661b54c0ced620f8b46_241) | | |

| | | | | | | [1](#i27f679f7e4204661b54c0ced620f8b46_244)[2](#i27f679f7e4204661b54c0ced620f8b46_244)[. Commitments and Contingencies](#i27f679f7e4204661b54c0ced620f8b46_244) | | | [154](#i27f679f7e4204661b54c0ced620f8b46_244) | | |

| | | | | | | [1](#i27f679f7e4204661b54c0ced620f8b46_247)[3](#i27f679f7e4204661b54c0ced620f8b46_247)[. Related Party Transactions](#i27f679f7e4204661b54c0ced620f8b46_247) | | | [161](#i27f679f7e4204661b54c0ced620f8b46_247) | | |

| | | | | | | [1](#i27f679f7e4204661b54c0ced620f8b46_253)[5](#i27f679f7e4204661b54c0ced620f8b46_253)[. Fair Value Measurements](#i27f679f7e4204661b54c0ced620f8b46_253) | | | [163](#i27f679f7e4204661b54c0ced620f8b46_253) | | |

| | | | | | | [1](#i27f679f7e4204661b54c0ced620f8b46_262)[8](#i27f679f7e4204661b54c0ced620f8b46_262)[. Asset Retirement Obligations](#i27f679f7e4204661b54c0ced620f8b46_262) | | | [174](#i27f679f7e4204661b54c0ced620f8b46_262) | | |

| 9B. | | | | | | [Other Information](#i27f679f7e4204661b54c0ced620f8b46_289) | | | [180](#i27f679f7e4204661b54c0ced620f8b46_289) | | |

| 11. | | | | | | [Executive Compensation](#i27f679f7e4204661b54c0ced620f8b46_301) | | | [183](#i27f679f7e4204661b54c0ced620f8b46_301) | | |

| | | | | | | [Exhibit Index](#i27f679f7e4204661b54c0ced620f8b46_325) | | | [190](#i27f679f7e4204661b54c0ced620f8b46_325) | | |

| | | | | | | [Signatures](#i27f679f7e4204661b54c0ced620f8b46_328) | | | [205](#i27f679f7e4204661b54c0ced620f8b46_328) | | |

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

Narragansett Electric is sometimes referred to as Rhode Island Energy or RIE.

2023 Form 10-K *-* Annual Report filed with the SEC on Form 10-K for the year ended December 31, 2023.

DER - Distributed Energy Resources.

ISR - Infrastructure, safety and reliability.

Mill Creek Unit 5 - a combined cycle natural gas unit under construction in Kentucky, jointly owned by LG&E and KU, which is expected to provide additional generating capacity of 198 MW to LG&E and 442 MW to KU beginning in 2027.

PHMSA - Pipeline and Hazardous Materials Safety Administration.

- development, adoption and use of artificial intelligence by us, our customers and our third-party vendors;

- the availability of electricity and natural gas, and any consequences of a perceived or actual inability to serve demand reliably;

- establishment of new tariffs on imported goods;

- the ability to control costs and avoid cost and schedule overruns during the development, construction and operation of generation facilities or other projects;

- risks related to wildfires, including costs of potential regulatory penalties and other liabilities, and the cost and availability of insurance and damages in excess of insurance liability coverage; and

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

| 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) | | |

| | | | | | | [8. Financing Activities](#ibc3ea2493fc54a06b485add3d5127332_217) | | | [136](#ibc3ea2493fc54a06b485add3d5127332_217) | | |

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

| | | | | | | [1](#ibc3ea2493fc54a06b485add3d5127332_235)[2](#ibc3ea2493fc54a06b485add3d5127332_235)[. Jointly Owned Facilities](#ibc3ea2493fc54a06b485add3d5127332_235) | | | [158](#ibc3ea2493fc54a06b485add3d5127332_235) | | |

| | | | | | | [1](#ibc3ea2493fc54a06b485add3d5127332_238)[3](#ibc3ea2493fc54a06b485add3d5127332_238)[. Commitments and Contingencies](#ibc3ea2493fc54a06b485add3d5127332_238) | | | [160](#ibc3ea2493fc54a06b485add3d5127332_238) | | |

| | | | | | | [1](#ibc3ea2493fc54a06b485add3d5127332_241)[4](#ibc3ea2493fc54a06b485add3d5127332_241)[. Related Party Transactions](#ibc3ea2493fc54a06b485add3d5127332_241) | | | [167](#ibc3ea2493fc54a06b485add3d5127332_241) | | |

| | | | | | | [1](#ibc3ea2493fc54a06b485add3d5127332_247)[6](#ibc3ea2493fc54a06b485add3d5127332_247)[. Fair Value Measurements](#ibc3ea2493fc54a06b485add3d5127332_247) | | | [169](#ibc3ea2493fc54a06b485add3d5127332_247) | | |

| | | | | | | [19](#ibc3ea2493fc54a06b485add3d5127332_256)[. Asset Retirement Obligations](#ibc3ea2493fc54a06b485add3d5127332_256) | | | [181](#ibc3ea2493fc54a06b485add3d5127332_256) | | |

| 9B. | | | | | | [Other Information](#ibc3ea2493fc54a06b485add3d5127332_283) | | | [187](#ibc3ea2493fc54a06b485add3d5127332_283) | | |

| 11. | | | | | | [Executive Compensation](#ibc3ea2493fc54a06b485add3d5127332_295) | | | [190](#ibc3ea2493fc54a06b485add3d5127332_295) | | |

| | | | | | | [Exhibit Index](#ibc3ea2493fc54a06b485add3d5127332_319) | | | [197](#ibc3ea2493fc54a06b485add3d5127332_319) | | |

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

PPL EU Services - PPL EU Services Corporation, a subsidiary of PPL that provided administrative, management and support services primarily to PPL Electric.

On December 31, 2021, PPL EU Services merged into PPL Services.

Act 129 Smart Meter program - PPL Electric's system-wide meter replacement program that installs wireless digital meters that provide secure communication between PPL Electric and the meter as well as all related infrastructure.

ATM Program - at-the-market stock offering program.

Green Tariff \- a KPSC approved rate schedule, permitting customers to contract with LG&E or KU for the purchase of renewable energy certificates, construction of solar generation and use of the energy produced, or the purchase of energy from a renewable energy generator.

In light of the transformational nature of the potential sale of the U.K. utility business in 2021, PPL's ROE-based performance units issued for 2021 were based on a one-year performance period from January 1, 2021 to December 31, 2021; however, these units retained the three year vesting schedule and other characteristics.

PPL Energy Supply - prior to the June 1, 2015 spinoff, PPL Energy Supply, LLC, a subsidiary of PPL Energy Funding and the indirect parent company of PPL Montana, LLC.

PPL Montana - prior to the June 1, 2015 spinoff of PPL Energy Supply, PPL Montana, LLC, an indirect subsidiary of PPL Energy Supply that generated electricity for wholesale sales in Montana and the Pacific Northwest.

Riverstone - Riverstone Holdings LLC, a Delaware limited liability company and, as of December 6, 2016, ultimate parent company of the entities that own the competitive power generation business contributed to Talen Energy.

Talen Energy - Talen Energy Corporation, the Delaware corporation formed to be the publicly traded company and owner of the competitive generation assets of PPL Energy Supply and certain affiliates of Riverstone, which as of December 6, 2016, became wholly owned by Riverstone.

Talen Energy Marketing - Talen Energy Marketing, LLC, the successor name of PPL EnergyPlus, after the spinoff of PPL Energy Supply that marketed and traded wholesale and retail electricity and gas, and supplied energy and energy services in competitive markets, after the June 1, 2015 spinoff of PPL Energy Supply.

PPL’s Chief Security Officer (CSO) is responsible for [removed: establishing] [added: establishing, implementing and executing] PPL’s cyber-risk management strategy for PPL and the other Registrants and reports [removed: directly] to PPL’s [removed: Chief] Executive [added: Vice President and Chief Technology and Innovation] Officer.

The teams managed by the CSO [removed: 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.

[added: 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.

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

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

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 [removed: future, successful] [added: future] attacks, threats or incidents, [added: the consequences of] which may be material.

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 Registrants’ subject matter specialists from across the

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.

The electricity generating capacity at December 31, [removed: 2023] [added: 2024] was:

| Mill Creek - Units [removed: 1-] [added: 2-] 4 | | | | | | [removed: 1,465] [added: 1,165] | | | | | | 100.00 | | | | | | [removed: 1,465] [added: 1,165] | | | | | | | | | | | | | | |

| Cane Run Unit 7 | | | | | | [removed: 662] [added: 691] | | | | | | 22.00 | | | | | | [removed: 146] [added: 152] | | | | | | 78.00 | | | | | | [removed: 516] [added: 539] | | |

See Note [removed: 12] [added: 11] to the Financial Statements for additional information.

Business - General - Segment Information - Kentucky Regulated Segment." At December 31, [removed: 2023,] [added: 2024,] LG&E's and KU's electricity transmission and distribution systems and LG&E's natural gas transmission and distribution systems were:

| Capacity (in millions of kVA) | | | | | | [removed: 5] [added: 6] | | | | | | 8 | | | | | | 8 | | | | | | [removed: 15] [added: 16] | | |

| Overhead lines (circuit miles) | | | | | | [removed: 3,880] [added: 3,887] | | | | | | 663 | | | | | | [removed: 14,086] [added: 14,093] | | | | | | 4,064 | | |

| Underground lines (circuit miles) | | | | | | [removed: 2,824] [added: 2,876] | | | | | | 6 | | | | | | [removed: 2,789] [added: 2,840] | | | | | | 4 | | |

| Distribution mains (miles) | | | | | | [removed: 4,447] [added: 4,463] | | | | | | — | | | | | | — | | | | | | — | | |

| Transmission pipeline (miles) | | | | | | — | | | | | | [removed: 234] [added: 229] | | | | | | — | | | | | | — | | |

| Transmission storage lines (miles) | | | | | | — | | | | | | [removed: 95] [added: 83] | | | | | | — | | | | | | — | | |

[removed: (a)191] [added: (a)195] substations [removed: (61] [added: (62] at LG&E and [removed: 130] [added: 133] at KU) are shared between the distribution and transmission systems.

At December 31, [removed: 2023,] [added: 2024,] PPL Electric's transmission system includes 52 substations with a total capacity of 32 million kVA and [removed: 5,295] [added: 5,286] circuit miles in service.

PPL Electric's distribution system includes [removed: 353] [added: 355] substations with a total capacity of 15 million kVA, [removed: 36,569] [added: 36,628] circuit miles of overhead lines and [removed: 8,891] [added: 9,006] underground circuit miles.

Business - General - Segment Information - Rhode Island Regulated Segment." At December 31, [removed: 2023,] [added: 2024,] RIE's electric transmission system includes 44 substations with capacity of 33 kVA or higher, [removed: 342] [added: 361] circuit miles of overhead lines and [removed: 45] [added: 49] underground circuit miles.

RIE's electric distribution system includes 59 substations, [removed: 5,328] [added: 6,500] circuit miles of overhead lines and [removed: 1,234] [added: 1,229] underground circuit miles.

RIE also has distribution mains for its natural gas system with mileage of [removed: 3,227] [added: 3,223] miles.

| | | | | | | 4,721 | | | | | | | | | | | | 1,639 | | | | | | | | | | | | 2,776 | | |

| | | | | | | 2,745 | | | | | | | | | | | | 760 | | | | | | | | | | | | 1,985 | | |

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

| | | | | | | | | | | | | LG&E | | | | | | | | | | | | KU | | | | | | | | |

| Primary Fuel/Plant | | | | | | Total MW Capacity Summer | | | | | | % Ownership or Other Interest | | | | | | Ownership or Other Interest in MW | | | | | | % Ownership or Other Interest | | | | | | Ownership or Other Interest in MW | | |

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

| Total | | | | | | 7,570 | | | | | | | | | | | | 2,466 | | | | | | | | | | | | 4,798 | | |

| Substations (a) | | | | | | 97 | | | | | | 79 | | | | | | 461 | | | | | | 215 | | |

| | | | | | | 5,021 | | | | | | | | | | | | 1,939 | | | | | | | | | | | | 2,776 | | |

| | | | | | | 2,716 | | | | | | | | | | | | 754 | | | | | | | | | | | | 1,962 | | |

| Total | | | | | | 7,841 | | | | | | | | | | | | 2,760 | | | | | | | | | | | | 4,775 | | |

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

At January 31, [removed: 2024] [added: 2025] there were [removed: 44,305] [added: 42,122] common stock shareowners of record.

There were no purchases by PPL of its common stock during the fourth quarter of [removed: 2023.][added: 2024.]

PPL Electric paid common stock dividends to PPL of [removed: $323] [added: $375] million in [removed: 2023] [added: 2024] and [removed: $340] [added: $323] million in [removed: 2022.][added: 2023.]

LG&E paid common stock dividends to LKE of [removed: $166] [added: $187] million in [removed: 2023] [added: 2024] and [removed: $275] [added: $166] million in [removed: 2022.][added: 2023.]

KU paid common stock dividends to LKE of [removed: $190] [added: $232] million in [removed: 2023] [added: 2024] and [removed: $296] [added: $190] million in [removed: 2022.][added: 2023.]

CONSOLIDATED STATEMENTS OF [removed: INCOME (LOSS)][added: INCOME]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Operating Revenues | | | $ | [removed: 8,312] [added: 8,462] | | | | | $ | [removed: 7,902] [added: 8,312] | | | | | $ | [removed: 5,783] [added: 7,902] | |

| Fuel | | | [removed: 733] [added: 783] | | | | | | [removed: 931] [added: 733] | | | | | | [removed: 710] [added: 931] | | |

| Energy purchases | | | [removed: 1,841] [added: 1,679] | | | | | | [removed: 1,686] [added: 1,841] | | | | | | [removed: 752] [added: 1,686] | | |

| Other operation and maintenance | | | [removed: 2,462] [added: 2,607] | | | | | | [removed: 2,398] [added: 2,462] | | | | | | [removed: 1,608] [added: 2,398] | | |

| Depreciation | | | [removed: 1,254] [added: 1,279] | | | | | | [removed: 1,181] [added: 1,254] | | | | | | [removed: 1,082] [added: 1,181] | | |

| Taxes, other than income | | | [removed: 392] [added: 374] | | | | | | [removed: 332] [added: 392] | | | | | | [removed: 207] [added: 332] | | |

| Total Operating Expenses | | | [removed: 6,682] [added: 6,722] | | | | | | [removed: 6,528] [added: 6,682] | | | | | | [removed: 4,359] [added: 6,528] | | |

| Operating Income | | | [removed: 1,630] [added: 1,740] | | | | | | [removed: 1,374] [added: 1,630] | | | | | | [removed: 1,424] [added: 1,374] | | |

| Other Income (Expense) - net (Note [removed: 15)] [added: 14)] | | | [removed: (40)] [added: 45] | | | | | | [removed: 54] [added: 39] | | | | | | [removed: 15] [added: 30] | | |

| Interest Expense | | | [removed: 666] [added: 738] | | | | | | [removed: 513] [added: 666] | | | | | | [removed: 918] [added: 513] | | |

| Income from Continuing Operations Before Income Taxes | | | [removed: 924] [added: 1,116] | | | | | | [removed: 915] [added: 924] | | | | | | [removed: 521] [added: 915] | | |

| Income Taxes | | | [removed: 184] [added: 228] | | | | | | [removed: 201] [added: 184] | | | | | | [removed: 503] [added: 201] | | |

| Income from Continuing Operations After Income Taxes | | | [removed: 740] [added: 888] | | | | | | [removed: 714] [added: 740] | | | | | | [removed: 18] [added: 714] | | |

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

| Net [removed: Income (Loss)] [added: Income] | | | $ | [removed: 740] [added: 888] | | | | | $ | [removed: 756] [added: 740] | | | | | $ | [removed: (1,480)] [added: 756] | |

| Income from Continuing Operations After Income Taxes | | | $ | [removed: 1.00] [added: 1.20] | | | | | $ | [removed: 0.97] [added: 1.00] | | | | | $ | [removed: 0.03] [added: 0.97] | |

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

| Net Income [removed: (Loss)] Available to PPL Common Shareowners | | | $ | [removed: 1.00] [added: 1.20] | | | | | $ | [removed: 1.03] [added: 1.00] | | | | | $ | [removed: (1.93)] [added: 1.03] | |

| Income from Continuing Operations After Income Taxes | | | $ | [removed: 1.00] [added: 1.20] | | | | | $ | [removed: 0.96] [added: 1.00] | | | | | $ | [removed: 0.03] [added: 0.96] | |

| Net Income [removed: (Loss)] Available to PPL Common Shareowners | | | $ | [removed: 1.00] [added: 1.20] | | | | | $ | [removed: 1.02] [added: 1.00] | | | | | $ | [removed: (1.93)] [added: 1.02] | |

| Basic | | | [removed: 737,036] [added: 737,756] | | | | | | [removed: 736,027] [added: 737,036] | | | | | | [removed: 762,902] [added: 736,027] | | |

| Diluted | | | [removed: 738,166] [added: 739,853] | | | | | | [removed: 736,902] [added: 738,166] | | | | | | [removed: 764,819] [added: 736,902] | | |

| Qualifying derivatives, net of tax of $0, $0, [removed: $11] [added: ($1)] | | | [removed: —] [added: 3] | | | | | | [removed: —] [added: 3] | | | | | | [removed: (39)] [added: 2] | | |

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

| Defined benefit [removed: plans:] [added: plans - funding] | | | [added: (10)] | | | | | | [added: (13)] | | | | | | [added: (12)] | | |

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

| Net actuarial gain (loss), net of tax of [added: $8,] $15, [removed: ($2), $1] [added: ($2)] | | | [removed: (41)] [added: (22)] | | | | | | [removed: 11] [added: (41)] | | | | | | [removed: (1)] [added: 11] | | |

| Prior service costs, net of tax of [removed: ($1),] [added: $0,] ($1), ($1) | | | 1 | | | | | | [removed: 2] [added: 1] | | | | | | 2 | | |

| Net actuarial (gain) loss, net of tax of $0, [removed: ($7), ($33)] [added: $0, ($7)] | | | [removed: (3)] [added: (4)] | | | | | | [removed: 17] [added: (3)] | | | | | | [removed: 126] [added: 17] | | |

| Prior service [removed: costs, net of tax of $0, $0, ($2)] [added: costs] | | | [removed: —] | | | [added: (1)] | | | [removed: —] | | | [added: (2)] | | | [removed: 8] | | | [added: (3) | | | | | | | | |]

| Net actuarial (gain) [removed: loss, net of tax of $0, $0, ($798)] [added: loss] | | | [removed: —] [added: 1,164] | | | | | | [removed: —] [added: 1,017] | | | | | | [removed: 2,769] [added: (90)] | | | [added: | | | (96) | | |]

| Total other comprehensive income (loss) | | | [removed: (39)] [added: (21)] | | | | | | [removed: 33] [added: (39)] | | | | | | [removed: 4,063] [added: 33] | | |

| Comprehensive income | | | $ | [removed: 701] [added: 867] | | | | | $ | [removed: 789] [added: 701] | | | | | $ | [removed: 2,583] [added: 789] | |

| [removed: Net income (loss)] [added: Net income] | | | $ | [removed: 740] [added: 888] | | | | | $ | [removed: 756] [added: 740] | | | | | $ | [removed: (1,480)] [added: 756] | |

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

| Income from continuing operations (net of income taxes) | | | [removed: 740] [added: 888] | | | | | | [removed: 714] [added: 740] | | | | | | [removed: 18] [added: 714] | | |

| Amortization | | | [removed: 81] [added: 78] | | | | | | [removed: 52] [added: 81] | | | | | | [removed: 39] [added: 52] | | |

| Defined benefit plans - expense (income) | | | [removed: (73)] [added: (72)] | | | | | | [removed: (16)] [added: (73)] | | | | | | [removed: 10] [added: (16)] | | |

| Depreciation | | | 1,279 | | | | | | 1,254 | | | | | | 1,181 | | |

| Proceeds from transfer of excess benefit plan funds | | | 13 | | | | | | — | | | | | | — | | |

| | | | 2024 | | | | | | 2023 | | |

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

| December 31, 2024 | | | 738,033 | | | | | | $ | 8 | | | | | $ | 12,346 | | | | | $ | (928) | | | | | $ | 2,835 | | | | | $ | (184) | | | | | $ | — | | | | | | | | | | | $ | 14,077 | |

| Depreciation | | | 401 | | | | | | 397 | | | | | | 393 | | |

| | | | 2024 | | | | | | 2023 | | |

| Notes receivable from affiliate | | | 222 | | | | | | — | | |

| | | | 2024 | | | | | | 2023 | | |

| Commitments and Contingent Liabilities (Notes 7 and 12) | | | | | | | | | | | |

| December 31, 2024 | | | 66,368 | | | | | | $ | 364 | | | | | $ | 4,668 | | | | | $ | 1,698 | | | | | $ | 6,730 | |

| Depreciation | | | 305 | | | | | | 302 | | | | | | 298 | | |

| | | | 2024 | | | | | | 2023 | | |

| | | | 2024 | | | | | | 2023 | | |

| Notes payable with affiliates | | | 43 | | | | | | — | | |

| Commitments and Contingent Liabilities (Notes 7 and 12) | | | | | | | | | | | |

| Net income | | | | | | | | | | | | | | | | | | | | | 297 | | | | | | 297 | | |

| December 31, 2024 | | | 21,294 | | | | | | $ | 424 | | | | | $ | 1,982 | | | | | $ | 865 | | | | | $ | 3,271 | |

| Depreciation | | | 403 | | | | | | 392 | | | | | | 386 | | |

| Other | | | (4) | | | | | | (2) | | | | | | 3 | | |

| Other | | | (5) | | | | | | (4) | | | | | | (3) | | |

| Return of capital to parent | | | (103) | | | | | | (84) | | | | | | — | | |

| | | | 2024 | | | | | | 2023 | | |

| Other | | | 22 | | | | | | 12 | | |

| | | | 2024 | | | | | | 2023 | | |

| Notes payable with affiliates | | | 73 | | | | | | — | | |

| Commitments and Contingent Liabilities (Notes 7 and 12) | | | | | | | | | | | |

| Net income | | | | | | | | | | | | | | | | | | | | | 356 | | | | | | 356 | | |

| Return of capital to parent | | | | | | | | | | | | | | | (103) | | | | | | | | | | | | (103) | | |

| December 31, 2024 | | | 37,818 | | | | | | $ | 308 | | | | | $ | 3,056 | | | | | $ | 935 | | | | | $ | 4,299 | |

| 2024 | | | $ | 130 | | | | | $ | 109 | | | | | $ | 85 | | | | | $ | 154 | | (c) | | |

| | | | | | | | | | Additions | | | | | | | | | | | | | | | | | |

| | | | Balance at Beginning of Period | | | | | | Charged to Income | | | | | | Deductions (a) | | | | | | Balance at End of Period | | | | | |

| LG&E | | | 3 | | | | | | 1 | | | | | | — | | |

| KU | | | 4 | | | | | | 1 | | | | | | — | | |

If the

period.

The net change in unrealized gains

| | | | 2024 | | | | | | 2023 | | |

| LG&E | | | (2) | | | | | | (5) | | |

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

| Foreign currency translation adjustments, net of tax of $0, $0, ($123) | | | — | | | | | | — | | | | | | 372 | | |

| Qualifying derivatives, net of tax of $0, ($1), ($5) | | | 3 | | | | | | 2 | | | | | | 25 | | |

| Reclassifications from AOCI due to sale of the U.K. utility business - (gains) losses, net of tax expense (benefit): | | | | | | | | | | | | | | | | | |

| Foreign currency translation adjustments, net of tax of $0, $0, $140 | | | — | | | | | | — | | | | | | 786 | | |

| Qualifying derivatives, net of tax of $0, $0, $0 | | | — | | | | | | — | | | | | | 15 | | |

| Impairment of solar panels | | | — | | | | | | — | | | | | | 37 | | |

| Proceeds from sale of U.K. utility business, net of cash divested | | | — | | | | | | — | | | | | | 10,560 | | |

| Purchase of treasury stock | | | — | | | | | | — | | | | | | (1,003) | | |

| Retirement of commercial paper | | | — | | | | | | — | | | | | | (73) | | |

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

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

| Total Equity | | | 13,933 | | | | | | 13,918 | | |

| December 31, 2020 | | | 768,907 | | | | | | $ | 8 | | | | | $ | 12,270 | | | | | $ | — | | | | | $ | 5,315 | | | | | $ | (4,220) | | | | | $ | — | | | | | | | | | | | $ | 13,373 | |

| Treasury stock | | | (34,778) | | | | | | | | | | | | | | | | | | (1,003) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1,003) | | |

| Net cash provided by (used in) financing activities | | | 72 | | | | | | (366) | | | | | | 412 | | |

| December 31, 2020 | | | 66,368 | | | | | | $ | 364 | | | | | $ | 3,753 | | | | | $ | 1,007 | | | | | $ | 5,124 | |

| Net cash provided by operating activities | | | 609 | | | | | | 543 | | | | | | 458 | | |

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

| Net cash provided by (used in) financing activities | | | (280) | | | | | | (99) | | | | | | 10 | | |

| December 31, 2020 | | | 21,294 | | | | | | $ | 424 | | | | | $ | 1,923 | | | | | $ | 601 | | | | | $ | 2,948 | |

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

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

| Net cash provided by operating activities | | | 647 | | | | | | 661 | | | | | | 608 | | |

| Net cash used in investing activities | | | (566) | | | | | | (547) | | | | | | (556) | | |

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

| Net cash used in financing activities | | | (64) | | | | | | (106) | | | | | | (61) | | |

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

| Accounts payable to affiliates | | | 72 | | | | | | 101 | | |

| December 31, 2020 | | | 37,818 | | | | | | $ | 308 | | | | | $ | 2,857 | | | | | $ | 617 | | | | | $ | 3,782 | |

| Net income | | | | | | | | | | | | | | | | | | | | | 296 | | | | | | 296 | | |

| 10. Leases | | | | | | x | | | | | | x | | | | | | x | | | | | | x | | |

*(All Registrants)*

*(PPL, LG&E and KU)*

| 2021 | | | 73 | | | | | | 26 | | | | | | 30 | | | | | | 69 | | | (c) | | |

| 2021 | | | 41 | | | | | | 13 | | | | | | 19 | | | | | | 35 | | | (b) | | |

| 2021 | | | 3 | | | | | | 4 | | | | | | 4 | | | | | | 3 | | | | | |

| 2021 | | | 2 | | | | | | 8 | | | | | | 7 | | | | | | 3 | | | | | |

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

| LG&E | | | 1 | | | | | | — | | | | | | — | | |

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: 2023,] [added: 2024,] 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.

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: 2023.][added: 2024.]

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 [added: 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: 2023.][added: 2024.]

We have audited the internal control over financial reporting of PPL Corporation and subsidiaries (the “Company”) as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] of the Company and our report dated February [removed: 16, 2024,] [added: 13, 2025,] expressed an unqualified opinion on those financial statements.

February 13, 2025

accounting principles.

February 16, 2024

On November 26, 2024, Ms. Christine M.

Martin, President of PPL Electric, adopted a trading arrangement for the sale of shares of PPL’s common stock (a Rule 10b5-1 Trading Plan) that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934.

Ms. Martin’s Rule 10b5-1 Trading Plan, which terminates on the earlier of (i) June 30, 2025 and (ii) the date all trades specified under the plan have been executed or all orders under the plan have expired, provides for the sale of up to 2,160 shares of common stock of PPL, plus dividends on such shares prior to sale, pursuant to the terms of the plan.

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 in the sections entitled: “Proposal 1: Election of Directors,” “Governance of the Company – Board of Directors,” “Governance of the Company – Board Committees,” “Delinquent Section 16(a) Reports,” and “Governance Policies Underpinning Our Compensation Framework - Insider Trading Policy.” The proxy statement will be filed within 120 days after December 31, 2024; accordingly, we have omitted the information from this Item pursuant to General Instruction G(3) of Form 10-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, 2023.

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

Listed below are the executive officers at December 31, [removed: 2023.][added: 2024.]

| Vincent Sorgi | | | | | | [removed: 52] [added: 53] | | | | | | President and Chief Executive Officer | | | | | | June 2020 - present | | |

| [added: Francis X. Sullivan] | | | | | | [added: 68] | | | | | | Executive Vice President and Chief [removed: Financial] [added: Operating] Officer | | | | | | January [removed: 2019] [added: 2023] - [removed: June 2019] [added: present] | | |

| Joseph P. Bergstein, Jr. | | | | | | [removed: 53] [added: 54] | | | | | | Executive Vice President and Chief Financial Officer | | | | | | April 2021 - present | | |

| Angela K. Gosman | | | | | | [removed: 55] [added: 56] | | | | | | Executive Vice President and Chief Human Resources Officer | | | | | | January 2023 - present | | |

| [removed: Wendy E. Stark] | | | | | | [removed: 51] | | | | | | Executive Vice President, Chief Legal Officer and Corporate Secretary | | | | | | January 2023 - [removed: present] [added: March 2024] | | |

| [removed: David J. Bonenberger (a)] | | | | | | [removed: 62] | | | | | | President-RIE | | | | | | May 2022 - [removed: present] [added: March 2024] | | |

| | | | | | | | | | | | | Vice President-Distribution Operations-PPL Electric | | | | | | [removed: July 2021 -] December 2017 [added: - July 2021] | | |

| John R. Crockett III (a) | | | | | | [removed: 59] [added: 60] | | | | | | President-LKE | | | | | | October 2021 - present | | |

| Christine M. Martin (a) | | | | | | [removed: 51] [added: 52] | | | | | | President-PPL Electric | | | | | | September 2023 - present | | |

| | | | | | | | | | | | | Senior Vice President-Public Affairs and Chief Sustainability [removed: Officer] [added: Officer-PPL Services] | | | | | | January 2023 - August 2023 | | |

| | | | | | | | | | | | | Vice President-Public Affairs and Chief Sustainability [removed: Officer] [added: Officer-PPL Services] | | | | | | April 2022 - January 2023 | | |

| | | | | | | | | | | | | Vice President-Public Affairs and [removed: Sustainability] [added: Sustainability-PPL Services] | | | | | | August 2018 - April 2022 | | |

| Tadd J. Henninger | | | | | | [removed: 48] [added: 49] | | | | | | Senior Vice President-Finance and Treasurer | | | | | | January 2023 - present | | |

| Marlene C. Beers | | | | | | [removed: 52] [added: 53] | | | | | | Vice President and Controller | | | | | | March 2019 - present | | |

| Dean A. Del Vecchio | | | | | | 58 | | | | | | Executive Vice President and Chief Technology & Innovation Officer | | | | | | February 2024 - present | | |

| | | | | | | | | | | | | Executive Vice President, Chief Information and Operations Officer (with responsibility for implementing a strategic technology vision, leading enterprise customer service and operations, shared services organization in India, real estate and facilities, physical security, office services, source-to-pay process for procurement efficiency, and enterprise imaging) at The Guardian Life Insurance Company of America | | | | | | August 2013 - February 2024 | | |

| Wendy E. Stark | | | | | | 52 | | | | | | Executive Vice President-Utilities and Chief Legal Officer | | | | | | November 2024 - present | | |

| | | | | | | | | | | | | Executive Vice President-Utilities, Chief Legal Officer and Corporate Secretary | | | | | | March 2024 - November 2024 | | |

| | | | | | | | | | | | | Senior Vice President, Legal and Regulatory Strategy and General Counsel (led the legal and regulatory affairs departments, overseeing all legal matters and regulatory strategy for several electric and gas utilities in multiple jurisdictions) at Pepco Holdings, LLC (a subsidiary of Exelon) | | | | | | December 2018 - April 2021 | | |

| J. Gregory Cornett (a) | | | | | | 54 | | | | | | President-RIE | | | | | | March 2024 - present | | |

| | | | | | | | | | | | | Vice President and Deputy General Counsel-Litigation-PPL Services | | | | | | December 2021 - March 2024 | | |

| | | | | | | | | | | | | Associate General Counsel and Director of Legal Services-PPL Services | | | | | | May 2018 - December 2021 | | |

| David J. Bonenberger (a) | | | | | | 63 | | | | | | Senior Vice President and Chief Operating Officer-Utilities-PPL Services | | | | | | March 2024 - present | | |

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

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

| | | | | | | | | | | | | Senior Vice President and Chief Financial Officer | | | | | | June 2014 - January 2019 | | |

| | | | | | | | | | | | | Vice President-Investor Relations and Corporate Development & Planning | | | | | | January 2018 - June 2019 | | |

| | | | | | | | | | | | | Vice President-Investor Relations and Treasurer | | | | | | January 2016 - December 2017 | | |

| Francis X. Sullivan | | | | | | 67 | | | | | | Executive Vice President and Chief Operating Officer | | | | | | January 2023 - present | | |

| | | | | | | | | | | | | Vice President and Treasurer | | | | | | January 2018 - July 2019 | | |

| | | | | | | | | | | | | Vice President-Finance and Regulatory Affairs and Controller-PPL Electric | | | | | | August 2018 - February 2019 | | |

The information required by this Item is incorporated by reference to, and will be contained in, our definitive proxy [removed: statement, which] [added: statement in the sections entitled: “Governance of the Company – Compensation of Directors,” “Executive Compensation – People and Compensation Committee Report,” “Executive Compensation – Compensation Discussion and Analysis,” “Executive Compensation - Executive Compensation Tables,” and “Executive Compensation – CEO Pay Ratio.” The proxy statement] will be filed within 120 days after December 31, [removed: 2023.][added: 2024; accordingly, we have omitted the information from this Item pursuant to General Instruction G(3) of Form 10-K.]

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

Additional information required by this Item is incorporated by reference to, and will be contained in, our definitive proxy [removed: statement, which] [added: statement in the section entitled: "Stock Ownership." The proxy statement] will be filed within 120 days after December 31, [removed: 2023.][added: 2024; accordingly, we have omitted the information from this Item pursuant to General Instruction G(3) of Form 10-K.]

In addition, provided below in tabular format is information as of December 31, [removed: 2023,] [added: 2024,] with respect to compensation plans (including individual compensation arrangements) under which equity securities of PPL are authorized for issuance.

| Equity compensation | | | | | | | | | | | | | | | [removed: 1,185,379] [added: 1,092,065] | | | – DDCP | | |

| plans approved by | | | | | | | | | | | | | | | [removed: 9,173,480] [added: 6,806,285] | | | – SIP | | |

| security holders (1) | | | | | | | | | | | | | | | [removed: 353,965] [added: 425,338] | | | – ICPKE | | |

(1)Includes (a) the ICPKE, under which 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 restricted stock, restricted stock units, performance units, dividend [added: 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, [removed: 2023,] [added: 2024,] there were [removed: 3,592,916] [added: 4,197,595] stock awards outstanding under the plans.

| | | | | | | | | | | | | | | | 8,323,688 | | | – Total | | |

The following stock awards are outstanding under the SIP, ICPKE and DDCP: 1,183,738 restricted stock units, 844,985 TSR performance awards, 446,503 EG performance awards and 446,503 ESG performance awards under the SIP; 335,998 restricted stock units 87,024 TSR performance awards, 3,581 ROE performance awards, 50,386 EG performance awards and 50,386 ESG performance awards under the ICPKE; and 748,491 stock units under the DDCP.

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

| | | | | | | | | | | | | | | | 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.

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.

The information required by this Item is incorporated by reference to, and will be contained in, our definitive proxy [removed: statement, which] [added: statement in the sections entitled: “Governance of the Company – Board of Directors” and “Transactions with Related Persons.” The proxy statement] will be filed within 120 days after December 31, [removed: 2023.][added: 2024; accordingly, we have omitted the information from this Item pursuant to General Instruction G(3) of Form 10-K.]

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

The information required by this Item is incorporated by reference to, and will be contained in, our definitive proxy [removed: statement, which] [added: statement in the section entitled: "Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm -- Fees to Independent Auditor for 2024 and 2023." The proxy statement] will be filed within 120 days after December 31, [removed: 2023.][added: 2024; accordingly, we have omitted the information from this Item pursuant to General Instruction G(3) of Form 10-K.]

For the fiscal years ended [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] Deloitte & Touche LLP (Deloitte) served as PPL Electric's independent auditor.

| Audit fees (a) | | | $ | [removed: 1,390] [added: 1,302] | | | | | $ | [removed: 1,221] [added: 1,390] | |

| Audit-related fees (b) | | | [removed: 17] [added: 21] | | | | | | 17 | | |

For the fiscal years ended [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] Deloitte served as LG&E's independent auditor.

| Audit fees (a) | | | $ | [removed: 1,189] [added: 903] | | | | | $ | [removed: 831] [added: 1,189] | |

For the fiscal years ended [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] Deloitte served as KU's independent auditor.

| Audit fees (a) | | | | | | $ | [removed: 1,175] [added: 1,053] | | | | | $ | [removed: 920] [added: 1,175] | |

The Audit Committee of PPL approved 100% of the [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] services provided by Deloitte.

| | | | 2024 | | | | | | 2023 | | |

| | | | 2024 | | | | | | 2023 | | |

| | | | | | | 2024 | | | | | | 2023 | | |

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

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

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

Annual Meeting: The [removed: 2024] [added: 2025] annual meeting of shareowners of PPL will be held on [removed: Wednesday,] [added: Friday,] May [removed: 15, 2024] [added: 16, 2025] 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 [removed: February 28, 2024.][added: March 4, 2025.]

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 [removed: February 28, 2024.][added: March 4, 2025.]

The [removed: 2024] [added: 2025] record dates for dividends are expected to be March [removed: 8,] [added: 10,] June 10, September 10 and December 10.

| [removed: [1(a)](http://www.sec.gov/Archives/edgar/data/922224/000119312514091265/d689661dex11.htm)] [added: [1(a)](https://www.sec.gov/Archives/edgar/data/922224/000119312514091265/d689661dex11.htm)] | | | \- | | | Securities Purchase and Registration Rights Agreement, dated March 5, 2014, among PPL Capital Funding, Inc., PPL Corporation, and the several purchasers named in Schedule B thereto (Exhibit 1.1 to PPL Corporation Form 8-K Report (File No. 1-11459) dated March 10, 2014) | | | [removed: | | | | | |]

| [removed: [1(b)](http://www.sec.gov/Archives/edgar/data/922224/000119312518056078/d513924dex11.htm)] [added: [1(b)](https://www.sec.gov/Archives/edgar/data/922224/000119312518056078/d513924dex11.htm)] | | | \- | | | Distribution Agreement, dated February 23, 2018, by and among PPL Corporation and J.P. Morgan Securities, LLC, Barclays Capital Inc., Citigroup Global Markets Inc., JPMorgan Chase Bank, National Association, London Branch, Barclays Bank PLC and Citibank N.A. (Exhibit 1.1 to PPL Corporation Form 8-K Report (File No. 1-11459) dated February 23, 2018) | | | [removed: | | | | | |]

| [removed: [2(a)](http://www.sec.gov/Archives/edgar/data/922224/000119312514234959/d743157dex21.htm)] [added: [2(a)](https://www.sec.gov/Archives/edgar/data/922224/000119312514234959/d743157dex21.htm)] | | | \- | | | Separation Agreement among PPL Corporation, Talen Energy Holdings, Inc., Talen Energy Corporation, PPL Energy Supply, LLC, Raven Power Holdings LLC, C/R Energy Jade, LLC and Sapphire Power Holdings LLC., dated as of June 9, 2014 (Exhibit 2.1 to PPL Energy Supply, LLC Form 8-K Report (File No. 1-32944) dated June 12, 2014) | | | [removed: | | | | | |]

| [removed: [2(b)](http://www.sec.gov/Archives/edgar/data/922224/000119312514234959/d743157dex22.htm)] [added: [2(b)](https://www.sec.gov/Archives/edgar/data/922224/000119312514234959/d743157dex22.htm)] | | | \- | | | Transaction Agreement among PPL Corporation, Talen Energy Holdings, Inc., Talen Energy Corporation, PPL Energy Supply, LLC, Talen Energy Merger Sub, Inc., C/R Energy Jade, LLC, Sapphire Power Holdings LLC. and Raven Power Holdings LLC, dated as of June 9, 2014 (Exhibit 2.2 to PPL Energy Supply, LLC Form 8-K Report (File No. 1-32944) dated June 12, 2014) | | | [removed: | | | | | |]

| [removed: [2(c)](http://www.sec.gov/Archives/edgar/data/922224/000119312521084755/d128074dex21.htm)] [added: [2(c)](https://www.sec.gov/Archives/edgar/data/922224/000119312521084755/d128074dex21.htm)] | | | \- | | | Share Purchase Agreement, dated as of March 17, 2021, by and among PPL WPD Limited, National Grid Holdings One plc and National Grid plc. (Exhibit 2.1 to PPL Corporation Form 8-K Report (File No. 1-11459) dated March 18, 2021) | | | [removed: | | | | | |]

| [removed: [2(d)-1](http://www.sec.gov/Archives/edgar/data/922224/000119312521084755/d128074dex22.htm)] [added: [2(d)-1](https://www.sec.gov/Archives/edgar/data/922224/000119312521084755/d128074dex22.htm)] | | | \- | | | Share Purchase Agreement, dated as of March 17, 2021, by and among PPL Energy Holdings, LLC, PPL Corporation (solely as guarantor), and National Grid USA (Exhibit 2.2 to PPL Corporation Form 8-K Report (File No. 1-11459) dated March 18, 2021) | | | [removed: | | | | | |]

| [removed: [2(d)-2](http://www.sec.gov/Archives/edgar/data/922224/000092222421000021/exhibit2b2.htm)] [added: [2(d)-2](https://www.sec.gov/Archives/edgar/data/922224/000092222421000021/exhibit2b2.htm)] | | | \- | | | Assignment and Assumption Agreement, dated as of May 3, 2021, by and among PPL Energy Holdings, LLC, PPL Corporation, National Grid USA and PPL Rhode Island Holdings, LLC (Exhibit 2(b)-2 to PPL Corporation Form 10-Q Report (File No. 1-11459) for the quarter ended March 31, 2021) | | | [removed: | | | | | |]

| [removed: [2(e)](http://www.sec.gov/Archives/edgar/data/922224/000092222421000027/a8k061421ex21.htm)] [added: [2(e)](https://www.sec.gov/Archives/edgar/data/922224/000092222421000027/a8k061421ex21.htm)] | | | \- | | | Tax Deed, dated as of June 9, 2021, by and among PPL WPD Limited, National Grid Holdings One plc (Exhibit 2.1 to PPL Corporation Form 8-K Report (File No. 1-11459) dated June 14, 2021) | | | [removed: | | | | | |]

| [removed: [3(a)](http://www.sec.gov/Archives/edgar/data/922224/000092222416000158/exhibit3i.htm)] [added: [3(a)](https://www.sec.gov/Archives/edgar/data/922224/000092222416000158/exhibit3i.htm)] | | | \- | | | Amended and Restated Articles of Incorporation of PPL Corporation, effective as of May 25, 2016 (Exhibit 3(i) to PPL Corporation Form 8-K Report (File No. 1-11459) dated May 26, 2016) | | | [removed: | | | | | |]

| [removed: [3(b)](http://www.sec.gov/Archives/edgar/data/922224/000092222422000053/ppl1216228kexhibit3ii.htm)] [added: [3(b)](https://www.sec.gov/Archives/edgar/data/922224/000092222422000053/ppl1216228kexhibit3ii.htm)] | | | \- | | | Bylaws of PPL Corporation, effective as of December 16, 2022 (Exhibit 3(ii) to PPL Corporation Form 8-K Report (File No. 1-11459) dated December 19, 2022) | | | [removed: | | | | | |]

| [removed: [3(c)](http://www.sec.gov/Archives/edgar/data/55387/000092222413000106/from10q-exhibit3a.htm)] [added: [3(c)](https://www.sec.gov/Archives/edgar/data/55387/000092222413000106/from10q-exhibit3a.htm)] | | | \- | | | Amended and Restated Articles of Incorporation of PPL Electric Utilities Corporation, effective as of October 31, 2013 (Exhibit 3(a) to PPL Electric Utilities Corporation Form 10-Q Report (File No. 1-905) for the quarter ended September 30, 2013) | | | [removed: | | | | | |]

| [removed: [3(d)](http://www.sec.gov/Archives/edgar/data/55387/000092222415000089/exhibit3a.htm)] [added: [3(d)](https://www.sec.gov/Archives/edgar/data/55387/000092222415000089/exhibit3a.htm)] | | | \- | | | Bylaws of PPL Electric Utilities Corporation, effective as of October 27, 2015 (Exhibit 3(a) to PPL Corporation Form 10-Q Report (File No. 1-11459) for the quarter ended September 30, 2015) | | | [removed: | | | | | |]

| [removed: [3(g)-1](http://www.sec.gov/Archives/edgar/data/60549/000110465911021763/a11-10315_1ex3da.htm)] [added: [3(g)-1](https://www.sec.gov/Archives/edgar/data/60549/000110465911021763/a11-10315_1ex3da.htm)] | | | \- | | | Amended and Restated Articles of Incorporation of Louisville Gas and Electric Company, effective as of November 6, 1996 (Exhibit 3(a) to Registration Statement filed on Form S-4 (File No. 333-173676)) | | | [removed: | | | | | |]

| [removed: [3(g)-2](http://www.sec.gov/Archives/edgar/data/60549/000110465911021763/a11-10315_1ex3db.htm)] [added: [3(g)-2](https://www.sec.gov/Archives/edgar/data/60549/000110465911021763/a11-10315_1ex3db.htm)] | | | \- | | | Articles of Amendment to Articles of Incorporation of Louisville Gas and Electric Company, effective as of April 6, 2004 (Exhibit 3(b) to Registration Statement filed on Form S-4 (File No. 333-173676)) | | | [removed: | | | | | |]

| [removed: [3(h)](http://www.sec.gov/Archives/edgar/data/60549/000110465911021763/a11-10315_1ex3dc.htm)] [added: [3(h)](https://www.sec.gov/Archives/edgar/data/60549/000110465911021763/a11-10315_1ex3dc.htm)] | | | \- | | | Bylaws of Louisville Gas and Electric Company, effective as of December 16, 2003 (Exhibit 3(c) to Registration Statement filed on Form S-4 (File No. 333-173676)) | | | [removed: | | | | | |]

| [removed: [3(i)-1](http://www.sec.gov/Archives/edgar/data/55387/000110465911021755/a11-10316_1ex3da.htm)] [added: [3(i)-1](https://www.sec.gov/Archives/edgar/data/55387/000110465911021755/a11-10316_1ex3da.htm)] | | | \- | | | Amended and Restated Articles of Incorporation of Kentucky Utilities Company, effective as of December 14, 1993 (Exhibit 3(a) to Registration Statement filed on Form S-4 (File No. 333-173675)) | | | [removed: | | | | | |]

| [removed: [3(i)-2](http://www.sec.gov/Archives/edgar/data/55387/000110465911021755/a11-10316_1ex3db.htm)] [added: [3(i)-2](https://www.sec.gov/Archives/edgar/data/55387/000110465911021755/a11-10316_1ex3db.htm)] | | | \- | | | Articles of Amendment to Articles of Incorporation of Kentucky Utilities Company, effective as of April 8, 2004 (Exhibit 3(b) to Registration Statement filed on Form S-4 (File No. 333-173675)) | | | [removed: | | | | | |]

| [removed: [3(j)](http://www.sec.gov/Archives/edgar/data/55387/000110465911021755/a11-10316_1ex3dc.htm)] [added: [3(j)](https://www.sec.gov/Archives/edgar/data/55387/000110465911021755/a11-10316_1ex3dc.htm)] | | | \- | | | Bylaws of Kentucky Utilities Company, effective as of December 16, 2003 (Exhibit 3(c) to Registration Statement filed on Form S-4 (File No. 333-173675)) | | | [removed: | | | | | |]

| [removed: [4(a)-1](http://www.sec.gov/Archives/edgar/data/55387/000092222417000010/ppl-12312016ex4a.htm)] [added: [4(a)-1](https://www.sec.gov/Archives/edgar/data/55387/000092222417000010/ppl-12312016ex4a.htm)] | | | \- | | | Amended and Restated Employee Stock Ownership Plan, dated December 1, 2016 (Exhibit 4(a) to PPL Corporation Form 10-K Report (File No. 1-11459) for the year ended December 31, 2016) | | | [removed: | | | | | |]

| [removed: [4(a)-2](http://www.sec.gov/Archives/edgar/data/55387/000092222417000066/ppl-9302017_ex4c.htm)] [added: [4(a)-2](https://www.sec.gov/Archives/edgar/data/55387/000092222417000066/ppl-9302017_ex4c.htm)] | | | \- | | | Amendment No. 1 to PPL Employee Stock Ownership Plan, dated October 2, 2017 (Exhibit 4(c) to PPL Corporation Form 10-Q Report (File No. 1-11459) for the quarter ended September 30, 2017) | | | [removed: | | | | | |]

| [removed: [4(a)-3](http://www.sec.gov/Archives/edgar/data/55387/000092222419000015/ppl-12312018ex4ax3.htm)] [added: [4(a)-3](https://www.sec.gov/Archives/edgar/data/55387/000092222419000015/ppl-12312018ex4ax3.htm)] | | | \- | | | Amendment No. 2 to PPL Employee Stock Ownership Plan, dated December 1, 2018 (Exhibit 4(a)-3 to PPL Corporation Form 10-K Report (File No. 1-11459) for the year ended December 31, 2018) | | | [removed: | | | | | |]

| [removed: [4(a)-4](http://www.sec.gov/Archives/edgar/data/55387/000092222419000015/ppl-12312018ex4ax4.htm)] [added: [4(a)-4](https://www.sec.gov/Archives/edgar/data/55387/000092222419000015/ppl-12312018ex4ax4.htm)] | | | \- | | | Amendment No. 3 to PPL Employee Stock Ownership Plan, dated January 1, 2019 (Exhibit 4(a)-4 to PPL Corporation Form 10-K Report (File No. 1-11459) for the year ended December 31, 2018) | | | [removed: | | | | | |]

| [removed: [4(b)-1](http://www.sec.gov/Archives/edgar/data/922224/0000950120-97-000305.txt)] [added: [4(b)-1](https://www.sec.gov/Archives/edgar/data/922224/0000950120-97-000305.txt)] | | | \- | | | Indenture, dated as of November 1, 1997, among PPL Corporation, PPL Capital Funding, Inc. and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee (Exhibit 4.1 to PPL Corporation Form 8-K Report (File No. 1-11459) dated November 12, 1997) | | | [removed: | | | | | |]

| [removed: [4(b)-2](http://www.sec.gov/Archives/edgar/data/922224/000119312512270630/d367056dex4b.htm)] [added: [4(b)-2](https://www.sec.gov/Archives/edgar/data/922224/000119312512270630/d367056dex4b.htm)] | | | \- | | | Supplemental Indenture No. 8, dated as of June 14, 2012, to said Indenture (Exhibit 4(b) to PPL Corporation Form 8-K Report (File No. 1-11459) dated June 14, 2012) | | | [removed: | | | | | |]

| [removed: [4(b)-3](http://www.sec.gov/Archives/edgar/data/922224/000095010312005455/dp33560_ex04b.htm)] [added: [4(b)-3](https://www.sec.gov/Archives/edgar/data/922224/000095010312005455/dp33560_ex04b.htm)] | | | \- | | | Supplemental Indenture No. 9, dated as of October 15, 2012, to said Indenture (Exhibit 4(b) to PPL Corporation Form 8-K Report (File No. 1-11459) dated October 15, 2012) | | | [removed: | | | | | |]

| [removed: [4(b)-4](http://www.sec.gov/Archives/edgar/data/922224/000119312513235277/d543420dex42.htm)] [added: [4(b)-4](https://www.sec.gov/Archives/edgar/data/922224/000119312513235277/d543420dex42.htm)] | | | \- | | | Supplemental Indenture No. 10, dated as of May 24, 2013, to said Indenture (Exhibit 4.2 to PPL Corporation Form 8-K Report (File No. 1-11459) dated May 24, 2013) | | | [removed: | | | | | |]

| [removed: [4(b)-5](http://www.sec.gov/Archives/edgar/data/922224/000119312513235277/d543420dex43.htm)] [added: [4(b)-5](https://www.sec.gov/Archives/edgar/data/922224/000119312513235277/d543420dex43.htm)] | | | \- | | | Supplemental Indenture No. 11, dated as of May 24, 2013, to said Indenture (Exhibit 4.3 to PPL Corporation Form 8-K Report (File No. 1-11459) dated May 24, 2013) | | | [removed: | | | | | |]

| [removed: [4(b)-6](http://www.sec.gov/Archives/edgar/data/922224/000119312513235277/d543420dex44.htm)] [added: [4(b)-6](https://www.sec.gov/Archives/edgar/data/922224/000119312513235277/d543420dex44.htm)] | | | \- | | | Supplemental Indenture No. 12, dated as of May 24, 2013, to said Indenture (Exhibit 4.4 to PPL Corporation Form 8-K Report (File No. 1-11459) dated May 24, 2013) | | | [removed: | | | | | |]

| [removed: [4(b)-7](http://www.sec.gov/Archives/edgar/data/922224/000119312514091265/d689661dex42.htm)] [added: [4(b)-7](https://www.sec.gov/Archives/edgar/data/922224/000119312514091265/d689661dex42.htm)] | | | \- | | | Supplemental Indenture No. 13, dated as of March 10, 2014, to said Indenture (Exhibit 4.2 to PPL Corporation Form 8-K Report (File No. 1-11459) dated March 10, 2014) | | | [removed: | | | | | |]

| [removed: [4(b)-8](http://www.sec.gov/Archives/edgar/data/922224/000119312514091265/d689661dex43.htm)] [added: [4(b)-8](https://www.sec.gov/Archives/edgar/data/922224/000119312514091265/d689661dex43.htm)] | | | \- | | | Supplemental Indenture No. 14, dated as of March 10, 2014, to said Indenture (Exhibit 4.3 to PPL Corporation Form 8-K Report (File No. 1-11459) dated March 10, 2014) | | | [removed: | | | | | |]

| [removed: [4(b)-9](http://www.sec.gov/Archives/edgar/data/922224/000092222416000153/exhibit4b.htm)] [added: [4(b)-9](https://www.sec.gov/Archives/edgar/data/922224/000092222416000153/exhibit4b.htm)] | | | \- | | | Supplemental Indenture No. 15, dated as of May 17, 2016, to said Indenture (Exhibit 4(b) to PPL Corporation Form 8-K Report (File No. 1-11459) dated May 17, 2016) | | | [removed: | | | | | |]

| [removed: [4(b)-10](http://www.sec.gov/Archives/edgar/data/922224/000119312517280055/d448362dex4b.htm)] [added: [4(b)-10](https://www.sec.gov/Archives/edgar/data/922224/000119312517280055/d448362dex4b.htm)] | | | \- | | | Supplemental Indenture No. 16, dated as of September 8, 2017, to said Indenture (Exhibit 4(b) to PPL Corporation Form 8-K Report (File No. 1-11459) dated September 6, 2017) | | | [removed: | | | | | |]

| [removed: [4(b)-11](http://www.sec.gov/Archives/edgar/data/922224/000092222420000019/exhibit4b.htm)] [added: [4(b)-11](https://www.sec.gov/Archives/edgar/data/922224/000092222420000019/exhibit4b.htm)] | | | \- | | | Supplemental Indenture No. 17, dated as of April 1, 2020, to said Indenture (Exhibit 4(b) to PPL Corporation Form 8-K Report (File No. 1-11459) dated April 3, 2020) | | | [removed: | | | | | |]

| [removed: [4(c)-1](http://www.sec.gov/Archives/edgar/data/317187/000095012001500140/exhibit41.txt)] [added: [4(c)-1](https://www.sec.gov/Archives/edgar/data/317187/000095012001500140/exhibit41.txt)] | | | \- | | | Indenture, dated as of August 1, 2001, by PPL Electric Utilities Corporation and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee (Exhibit 4.1 to PPL Electric Utilities Corporation Form 8-K Report (File No. 1-905) dated August 21, 2001) | | | [removed: | | | | | |]

| [removed: [4(c)-2](http://www.sec.gov/Archives/edgar/data/317187/000092222405000120/ppl8k12-22exhibit4a.htm)] [added: [4(c)-2](https://www.sec.gov/Archives/edgar/data/317187/000092222405000120/ppl8k12-22exhibit4a.htm)] | | | \- | | | Supplemental Indenture No. 6, dated as of December 1, 2005, to said Indenture (Exhibit 4(a) to PPL Electric Utilities Corporation Form 8-K Report (File No. 1-905) dated December 22, 2005) | | | [removed: | | | | | |]

| [removed: [4(c)-3](http://www.sec.gov/Archives/edgar/data/317187/000089322007002853/w380638kexv4wxby.htm)] [added: [4(c)-3](https://www.sec.gov/Archives/edgar/data/317187/000089322007002853/w380638kexv4wxby.htm)] | | | \- | | | Supplemental Indenture No. 7, dated as of August 1, 2007, to said Indenture (Exhibit 4(b) to PPL Electric Utilities Corporation Form 8-K Report (File No. 1-905) dated August 14, 2007) | | | [removed: | | | | | |]

645 Hamilton Street

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| [3(c)-1](https://www.sec.gov/Archives/edgar/data/922224/000092222424000024/exhibit3b1.htm) | | | \- | | | Certificate of Change: an amendment, effective as of July 31, 2024, to the Amended and Restated Articles of Incorporation of PPL Electric Utilities Corporation, effective as of October 31, 2013 (Exhibit 3(b).1 to PPL Corporation Form 10-Q Report (File No. 1-11459) for the quarter ended June 30, 2024) | | |

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Two North Ninth Street

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| [\[_\]10(t)-9](http://www.sec.gov/Archives/edgar/data/55387/000092222423000010/exhibit10v9.htm) | | | \- | | | Form of Environmental, Social and Governance Performance Unit Agreement for performance units under the Amended and Restated 2012 Stock Incentive Plan, as approved on January 20, 2023 (Exhibit \[_\]10(v)-9 to PPL Corporation Form 10-K Report (File No. 1-11459) for the year ended December 31, 2022) | | | | | | | | |

| [*\[_\]10(aa)](https://www.sec.gov/Archives/edgar/data/922224/000092222424000008/exhibit10aa.htm) | | | \- | | | Separation Agreement between Stephanie R. Raymond, PPL Electric Utilities Corporation, and PPL Corporation dated October 9, 2023 | | | | | | | | |

| Joseph P. Bergstein, Jr. | | | | | | Wendy E. Stark | | | | | | | | |

| Vincent Sorgi | | | | | | | | | | | | | | |