Item 6. Exhibits
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Item 6. Exhibits
The following Exhibits indicated by an asterisk preceding the Exhibit number are filed herewith. The balance of the Exhibits has heretofore been filed with the Commission and pursuant to Rule 12(b)-23 are incorporated herein by reference. Exhibits indicated by a [_] are filed or listed pursuant to Item 601(b)(10)(iii) of Regulation S-K.
| 1.1 | - | Equity Distribution Agreement, dated February 14, 2025, by and among PPL Corporation and Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC, acting as managers, Barclays Bank PLC, Bank of America, N.A., Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Royal Bank of Canada, The Bank of Nova Scotia and Wells Fargo Bank, National Association, acting as forward purchasers, and Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC acting as forward sellers, including the Form of Master Forward Confirmation attached thereto as Exhibit B. (Exhibit 1.1 to PPL Corporation Form 8-K Report (File No. 1-11459) filed February 14, 2025) | ||||||
| 3(g)-1 | - | 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)) | ||||||
| 3(g)-2 | - | 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)) | ||||||
| *3(g)-3 | - | Statement of Change of Principal Office Address: an amendment, dated March 28, 2025, to the Amended and Restated Articles of Incorporation of Louisville Gas and Electric Company, effective November 6, 1996, as amended, effective April 6, 2004 | ||||||
| 10.1 | - | Amendment No.3, dated January 2, 2025, to the Amended and Restated Revolving Credit Agreement, dated as of December 6, 2021, among PPL Capital Funding, Inc., as Borrower, The Narragansett Electric Company, as Designated Borrower, PPL Corporation, as Guarantor, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender. (Exhibit 10.1 to PPL Corporation Form 8-K Report (File No. 1-11459) filed January 6, 2025) | ||||||
| 10.2 | - | Amendment No.3, dated January 2, 2025, to the Amended and Restated Revolving Credit Agreement, dated as of December 6, 2021, among PPL Electric Utilities Corporation, as Borrower, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender. (Exhibit 10.2 to PPL Corporation Form 8-K Report (File No. 1-11459) filed January 6, 2025) | ||||||
| 10.3 | - | Amendment No.3, dated January 2, 2025, to the Amended and Restated Revolving Credit Agreement, dated as of December 6, 2021, among Louisville Gas and Electric Company, as Borrower, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender. (Exhibit 10.3 to PPL Corporation Form 8-K Report (File No. 1-11459) filed January 6, 2025) | ||||||
| 10.4 | - | Amendment No.3, dated January 2, 2025, to the Amended and Restated Revolving Credit Agreement, dated as of December 6, 2021, among Kentucky Utilities Company, as Borrower, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender. (Exhibit 10.4 to PPL Corporation Form 8-K Report (File No. 1-11459) filed January 6, 2025) |
| 10.5[_] | - | Separation Agreement between Francis X. Sullivan and PPL Services Corporation, dated January 14, 2025. (Exhibit 10.1 to PPL Corporation Form 8-K Report (File No. 1-11459) filed January 15, 2025) | ||||||
| 10.6[_] | - | Form of Change in Control Severance Protection Agreement entered into between PPL Corporation and Joseph P. Bergstein, Jr., David J. Bonenberger, John Gregory Cornett, John R. Crockett III, Dean A. Del Vecchio, Angela K. Gosman, Christine M. Martin, Stephanie R. Raymond, Vincent Sorgi, Francis X. Sullivan, Wendy E. Stark and Lonnie E. Bellar. (Exhibit [_]10(s) to PPL Corporation Form 10-K Report (File No. 1-11459) for the year ended December 31, 2023) | ||||||
| Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, for the quarterly period ended March 31, 2025, filed by the following officers for the following companies: | ||||||||
| *31(a) | - | PPL Corporation's principal executive officer | ||||||
| *31(b) | - | PPL Corporation's principal financial officer | ||||||
| *31(c) | - | PPL Electric Utilities Corporation's principal executive officer | ||||||
| *31(d) | - | PPL Electric Utilities Corporation's principal financial officer | ||||||
| *31(e) | - | Louisville Gas and Electric Company's principal executive officer | ||||||
| *31(f) | - | Louisville Gas and Electric Company's principal financial officer | ||||||
| *31(g) | - | Kentucky Utilities Company's principal executive officer | ||||||
| *31(h) | - | Kentucky Utilities Company's principal financial officer | ||||||
| Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, for the quarterly period ended March 31, 2025, furnished by the following officers for the following companies: | ||||||||
| *32(a) | - | PPL Corporation's principal executive officer and principal financial officer | ||||||
| *32(b) | - | PPL Electric Utilities Corporation's principal executive officer and principal financial officer | ||||||
| *32(c) | - | Louisville Gas and Electric Company's principal executive officer and principal financial officer | ||||||
| *32(d) | - | Kentucky Utilities Company's principal executive officer and principal financial officer | ||||||
| 101.INS | - | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||||
| 101.SCH | - | XBRL Taxonomy Extension Schema | ||||||
| 101.CAL | - | XBRL Taxonomy Extension Calculation Linkbase | ||||||
| 101.DEF | - | XBRL Taxonomy Extension Definition Linkbase | ||||||
| 101.LAB | - | XBRL Taxonomy Extension Label Linkbase | ||||||
| 101.PRE | - | XBRL Taxonomy Extension Presentation Linkbase | ||||||
| 104 | - | The Cover Page Interactive Data File is formatted as Inline XBRL and contained in Exhibits 101. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.
| PPL Corporation | |||||||||||
| (Registrant) | |||||||||||
| Date: | April 30, 2025 | /s/ Marlene C. Beers | |||||||||
| Marlene C. Beers Vice President and Controller | |||||||||||
| (Principal Accounting Officer) | |||||||||||
| PPL Electric Utilities Corporation | |||||||||||
| (Registrant) | |||||||||||
| Date: | April 30, 2025 | /s/ Marlene C. Beers | |||||||||
| Marlene C. Beers Vice President and Controller | |||||||||||
| (Principal Accounting and Financial Officer) | |||||||||||
| Louisville Gas and Electric Company | |||||||||||
| (Registrant) | |||||||||||
| Kentucky Utilities Company | |||||||||||
| (Registrant) | |||||||||||
| Date: | April 30, 2025 | /s/ Christopher M. Garrett | |||||||||
| Christopher M. Garrett Vice President-Finance and Accounting | |||||||||||
| (Principal Accounting and Financial Officer) |
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