Indicate by check mark whether the Registrantsregistrants are well-known seasoned issuers, as defined in Rule 405 of the Securities Act.

Indicate by check mark if the Registrantsregistrants are not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Indicate by check mark whether the Registrantsregistrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrantsregistrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the Registrantsregistrants have submitted electronically and posted on their corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrantsregistrants were required to submit and post such files).

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrants'registrants' knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the Registrantsregistrants are large accelerated filers, accelerated filers, non-accelerated filers, or a smaller reporting company.  See definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.  (Check one):

Indicate by check mark whether the Registrantsregistrants are shell companies (as defined in Rule 12b-2 of the Act).

As of June 30, 2009,29, 2012, PPL Corporation had 376,144,172580,212,689 shares of its $.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 $12,397,711,909.$16,135,714,881.  As of January 29, 2010,31, 2013, PPL Corporation had 377,900,179582,846,910 shares of its $.01 par value Common Stock outstanding.

As of January 29, 2010,31, 2013, PPL Corporation held all 66,368,056 outstanding common shares, no par value, of PPL Electric Utilities Corporation.

PPL Corporation indirectly holds all of the membership interests in PPL Energy Supply, LLC.

PPL Corporation directly holds all of the membership interests in LG&E and KU Energy LLC.

Documents incorporated by reference:

PPL Corporation and PPL Electric Utilities Corporation havehas incorporated herein by reference certain sections of PPL Corporation's 20102013 Notice of Annual Meeting and Proxy Statement, and PPL Electric Utilities Corporation's 2010 Notice of Annual Meeting and Information Statement, which will be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2009.2012.  Such Statements will provide the information required by Part III of this Report.

This combined Form 10-K is separately filed by the following individual registrants:  PPL Corporation, PPL Energy Supply, LLC, and PPL Electric Utilities Corporation.Corporation, LG&E and KU Energy LLC, Louisville Gas and Electric Company and Kentucky Utilities Company.  Information contained herein relating to PPL Energy Supply, LLC, and PPL Electric Utilities Corporation, LG&E and KU Energy LLC, Louisville Gas and Electric Company and Kentucky Utilities Company is filed by PPL Corporation and separately by PPL Energy Supply, LLC, and PPL Electric Utilities Corporation, LG&E and KU Energy LLC, Louisville Gas and Electric Company and Kentucky Utilities Company on their own behalf.  No registrant makes any representation as to information relating to any other registrant, except that information relating to the twofive PPL Corporation subsidiaries is also attributed to PPL Corporation.Corporation and the information relating to Louisville Gas and Electric Company and Kentucky Utilities Company is also attributed to LG&E and KU Energy LLC.

Statements contained in this Form 10-KAnnual Report concerning expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements which are other than statements of historical fact are "forward-looking statements" within the meaning of the federal securities laws.  Although PPL, PPL Energy Supply and PPL Electricthe Registrants believe that the expectations and assumptions reflected in these statements are reasonable, there can be no assurance that these expectations will prove to be correct.  Forward-looking statements are subject to many risks and uncertainties, and actual results may differ materially from the results discussed in forward-looking statements.  In addition to the specific factors discussed in "Item 1A. Risk Factors" and in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Form 10-K report,Annual Report, the following are among the important factors that could cause actual results to differ materially from the forward-looking statements.

Any such forward-looking statements should be considered in light of such important factors and in conjunction with other documents of PPL, PPL Energy Supply and PPL Electricthe Registrants on file with the SEC.

New factors that could cause actual results to differ materially from those described in forward-looking statements emerge from time to time, and it is not possible for PPL, PPL Energy Supply or PPL Electricthe Registrants to predict all such factors, or the extent to which any such factor or combination of factors may cause actual results to differ from those contained in any forward-looking statement.  Any forward-looking statement speaks only as of the date on which such statement is made, and PPL, PPL Energy Supply and PPL Electricthe Registrants undertake no obligation to update the information contained in such statement to reflect subsequent developments or information.

PPL's overall strategy is to achieve stable, long-term growth in its regulated electricity delivery businesses through efficient operations and strong customer and regulatory relations, and disciplined optimization of energy supply margins in its energy supply business while mitigating volatility in both cash flows and earnings.

In pursuing this strategy, in 2011 and 2010, PPL completed two significant acquisitions that have reduced PPL's overall business risk profile and reapportioned the mix of PPL's regulated and competitive businesses by increasing the regulated portion of its business:

PPL's principal subsidiaries at December 31, 2012 are shown below:below (* denotes an SEC registrant).

In addition to PPL Corporation, the other SEC registrants included in this filing are:

PPL Energy Supply has generation assets that are located in the easternnortheastern and westernnorthwestern U.S. markets.  The eastern generation assets arenortheastern generating capacity is located primarily in the Northeast/Mid-Atlantic energy markets - includingPennsylvania within PJM the New York ISO and ISO New England.  PPL Energy Supply's westernnorthwestern generating capacity is located in markets withinMontana.  PPL Energy Supply enters into energy and energy-related contracts to hedge the Western Electricity Coordinating Council.variability of expected cash flows associated with its generating units and marketing activities, as well as for trading purposes.  PPL EnergyPlus sells the electricity produced by PPL Energy Supply's generation plants based on prevailing market rates.  PPL Energy Supply's total expected generation in 2013 is anticipated to be used to meet its committed contractual sales.  PPL Energy Supply has entered into commitments of varying quantities and terms for 2014 and beyond.

PPL Energy Supply owned or controlled generating capacity (summer rating) of 11,71910,591 MW at December 31, 2009.  Through subsidiaries,2012.  The system capacity of PPL Generation owns and operates power plants primarily in Pennsylvania, Montana, Illinois, Connecticut, New York and Maine.  The totalEnergy Supply's owned or controlled generatinggeneration is based upon a number of factors, including the operating experience and physical condition of the units, and may be revised periodically to reflect changes in circumstances.  Generating capacity controlled by PPL Generation and other PPL Energy Supply subsidiaries includes power obtained through PPL EnergyPlus' tolling or power purchase agreements (including Ironwood and other facilities that consist of NUGs, wind farms and landfill gas facilities).agreements.  See "Item 2. Properties - Supply Segment" for a complete listing of PPL Energy Supply's generating capacity.

PPL Energy Supply's U.S. generation subsidiaries are EWGs whichthat sell electricity into the wholesale market.  PPL Energy Supply'smarkets.  EWGs are subject to regulation by the FERC, which has authorized these EWGs to sell generation from their facilitiesthe electricity generated at market-based prices.  TheThis electricity from these plants is sold to PPL EnergyPlus under FERC-jurisdictional power purchase agreements.

PPL Generation, by and through its agent PPL EnergyPlus actively manages PPL'sPPL Energy Supply's coal requirements by purchasing coal principally from mines located in central and northern Appalachia.

During 2009,2012, PPL Generation by and throughpurchased 5.6 million tons of coal required for its agent PPL EnergyPlus, purchased 100% of the coal delivered to PPL Generation's wholly owned Pennsylvania stationsplants under short-term and long-term contracts.  These contracts provided PPL Generation 7.3 million tons of coal.  Contracts currently in place are expected to provide 7.8 million tons in 2010.  The amount of coal in inventory varies from time to time depending on market conditions and plant operations.

PPL Generation, by and through its agent PPL EnergyPlus, entered into a long-term coal purchase agreement with CONSOL Energy Inc.  The contracthas agreements in place that will provide more than one-third23 million tons of PPL Generation's projected annual coal needs for the Pennsylvania power plants from 20102013 through 2018.  PPL Generation has other contracts that, in total, will provide additional coal supply for PPL's projected annual needs from 2010 through 2013.

A PPL Generation subsidiary owns a 12.34% interest in the Keystone stationplant and a 16.25% interest in the Conemaugh station.plant.  PPL Generation owns a 12.34% interest in Keystone Fuels, LLC and a 16.25% interest in Conemaugh Fuels, LLC.  The Keystone stationplant contracts with Keystone Fuels, LLC for its coal requirements.  In 2009, Keystone Fuels, LLCrequirements, which provided 4.84.3 million tons of coal to the Keystone station.plant in 2012.  The Conemaugh stationplant requirements are purchased under contract from Conemaugh Fuels, LLC.  In 2009, Conemaugh Fuels, LLC, which provided 4.84.1 million tons of coal to the Conemaugh station.  Aplant in 2012.

All PPL Generation subsidiary also owns a 12.34% equity interestcoal plants within Pennsylvania are equipped with scrubbers, which use limestone in Keystone Fuels, LLC and a 16.25% equity interest in Conemaugh Fuels, LLC.

Coal supply contracts are in place to purchase low-sulfur coal with defined quality characteristics and specifications for PPL Montana's Corette station.plant.  The contracts covered 100% of the station'splant's coal requirements in 2009,2012 and similar contracts are currently in place to supply 100% of the expected coal requirements through 2012.2014.

PPL Generation's Martins Creek Units 3 and 4 burn both oil and natural gas.  PPL EnergyPlus is responsible for procuring the oil and natural gas supply for all PPL Generation operations.  During 2009,2012, 100% of the physical gas and oil requirements for the Martins Creek units were purchased on the spot market.market while oil requirements were supplied from inventory.  At December 31, 2009, PPL EnergyPlus had2012, there were no long-term agreements for oil or gas.natural gas for these units.

PPL EnergyPlus has a short-termShort-term and long-term gas transportation contractcontracts are in place for approximately 30%38% of the maximum daily requirements of the Lower Mt. Bethel facility.  During 2012, 100% of the physical gas requirements were purchased on the spot market.

The nuclear fuel cycle consists of several material and service components:  the mining and milling of uranium ore to produce uranium concentrates; the conversion of these concentrates into uranium hexafluoride, a gas component; the enrichment of the hexafluoride gas; the fabrication of fuel assemblies for insertion and use in the reactor core; and the temporary storage and final disposal of spent nuclear fuel.

PPL Susquehanna has a portfolio of supply contracts, with varying expiration dates, for nuclear fuel materials and services.  These contracts are expected to provide sufficient fuel to permit Unit 1 to operate into the first quarter of 2016 and Unit 2 to operate into the first quarter of 2015.2017.  PPL Susquehanna anticipates entering into additional contracts to ensure continued operation of the nuclear units.