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PPL Electric Utilities (PPL)

Filed: 8 May 20, 12:25pm
0000922224 ppl:LouisvilleGasAndElectricCoMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 FORM10-Q 
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
 OF 1934 for the quarterly period ended
March 31, 2020
 
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
 OF 1934 for the transition period from_________ to ___________ 
Commission File
Number
Registrant;
State of Incorporation;
Address and Telephone Number
IRS Employer
Identification No.
      
1-11459PPL Corporation23-2758192
 (Exact name of Registrant as specified in its charter) 
 Pennsylvania 
 Two North Ninth Street 
 Allentown,PA18101-1179 
 (610)774-5151 
      
1-905PPL Electric Utilities Corporation23-0959590
 (Exact name of Registrant as specified in its charter) 
 Pennsylvania 
 Two North Ninth Street 
 Allentown,PA18101-1179 
 (610)774-5151 
      
333-173665LG&E and KU Energy LLC20-0523163
 (Exact name of Registrant as specified in its charter) 
 Kentucky 
 220 West Main Street 
 Louisville,KY40202-1377 
 (502)627-2000 
      
1-2893Louisville Gas and Electric Company61-0264150
 (Exact name of Registrant as specified in its charter) 
 Kentucky 
 220 West Main Street 
 Louisville,KY40202-1377 
 (502)627-2000 
      
1-3464Kentucky Utilities Company61-0247570
 (Exact name of Registrant as specified in its charter) 
 Kentucky and Virginia 
 One Quality Street 
 Lexington,KY40507-1462 
 (502)627-2000 



Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol:Name of each exchange on which registered
Common Stock of PPL CorporationPPLNew York Stock Exchange
   
Junior Subordinated Notes of PPL Capital Funding, Inc.  
2007 Series A due 2067PPL/67New York Stock Exchange
2013 Series B due 2073PPXNew York Stock Exchange

Indicate by check mark whether the registrants (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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.
PPL CorporationYesNo 
PPL Electric Utilities CorporationYesNo 
LG&E and KU Energy LLCYesNo 
Louisville Gas and Electric CompanyYesNo 
Kentucky Utilities CompanyYesNo 
 
Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted 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 registrants were required to submit such files). 
PPL CorporationYesNo 
PPL Electric Utilities CorporationYesNo 
LG&E and KU Energy LLCYesNo 
Louisville Gas and Electric CompanyYesNo 
Kentucky Utilities CompanyYesNo 
 
Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, non-accelerated filers, smaller reporting companies or emerging growth companies. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated
filer
Accelerated
filer
Non-accelerated
filer
Smaller reporting
company
Emerging growth company
PPL Corporation
PPL Electric Utilities Corporation
LG&E and KU Energy LLC
Louisville Gas and Electric Company
Kentucky Utilities Company

If emerging growth companies, indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
PPL Corporation    
PPL Electric Utilities Corporation    
LG&E and KU Energy LLC    
Louisville Gas and Electric Company    
Kentucky Utilities Company    
 
Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act).
PPL CorporationYesNo 
PPL Electric Utilities CorporationYesNo 
LG&E and KU Energy LLCYesNo 
Louisville Gas and Electric CompanyYesNo 
Kentucky Utilities CompanyYesNo 
 



Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

PPL CorporationCommon stock, $0.01 par value, 768,763,491 shares outstanding at April 30, 2020.
 
PPL Electric Utilities CorporationCommon stock, no par value, 66,368,056 shares outstanding and all held by PPL Corporation at April 30, 2020.
 
LG&E and KU Energy LLCPPL Corporation directly holds all of the membership interests in LG&E and KU Energy LLC.
 
Louisville Gas and Electric CompanyCommon stock, no par value, 21,294,223 shares outstanding and all held by LG&E and KU Energy LLC at April 30, 2020.
 
Kentucky Utilities CompanyCommon stock, no par value, 37,817,878 shares outstanding and all held by LG&E and KU Energy LLC at April 30, 2020.


This document is available free of charge at the Investors section of PPL Corporation's website at www.pplweb.com. However, other information on this website does not constitute a part of this Form 10-Q.



PPL CORPORATION
PPL ELECTRIC UTILITIES CORPORATION
LG&E AND KU ENERGY LLC
LOUISVILLE GAS AND ELECTRIC COMPANY
KENTUCKY UTILITIES COMPANY
 
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2020
 
Table of Contents
 
This combined Form 10-Q is separately filed by the following Registrants in their individual capacity: PPL Corporation, PPL Electric Utilities Corporation, LG&E and KU Energy LLC, Louisville Gas and Electric Company and Kentucky Utilities Company. Information contained herein relating to any individual Registrant is filed by such Registrant solely on its own behalf, and no Registrant makes any representation as to information relating to any other Registrant, except that information under "Forward-Looking Information" relating to subsidiaries of PPL Corporation is also attributed to PPL Corporation and information relating to the subsidiaries of LG&E and KU Energy LLC is also attributed to LG&E and KU Energy LLC.
 
Unless otherwise specified, references in this Report, individually, to PPL Corporation, PPL Electric Utilities Corporation, LG&E and KU Energy LLC, Louisville Gas and Electric Company and Kentucky Utilities Company are references to such entities directly or to one or more of their subsidiaries, as the case may be, the financial results of which subsidiaries are consolidated into such Registrants' financial statements in accordance with GAAP. This presentation has been applied where identification of particular subsidiaries is not material to the matter being disclosed, and to conform narrative disclosures to the presentation of financial information on a consolidated basis.



 Combined Notes to Condensed Financial Statements (Unaudited) 
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
 Item 2.  Combined Management's Discussion and Analysis of Financial Condition and Results of Operations 
  
   
   
   
  
   
   
   
   
   
  
   
   
   
   
   
   
  
  
 
 
PART II.  OTHER INFORMATION 
 
 
 
 
 
CERTIFICATES OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
CERTIFICATES OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 



GLOSSARY OF TERMS AND ABBREVIATIONS
 
PPL Corporation and its subsidiaries
 
KU - Kentucky Utilities Company, a public utility subsidiary of LKE engaged in the regulated generation, transmission, distribution and sale of electricity, primarily in Kentucky.
 
LG&E - Louisville Gas and Electric Company, a public utility subsidiary of LKE engaged in the regulated generation, transmission, distribution and sale of electricity and the distribution and sale of natural gas in Kentucky.
 
LKE - LG&E and KU Energy LLC, a subsidiary of PPL and the parent of LG&E, KU and other subsidiaries.
 
LKS - LG&E and KU Services Company, a subsidiary of LKE that provides administrative, management, and support services primarily to LKE and its subsidiaries.
 
PPL - PPL Corporation, the parent holding company of PPL Electric, PPL Energy Funding, PPL Capital Funding, LKE and other subsidiaries.
 
PPL Capital Funding - PPL Capital Funding, Inc., a financing subsidiary of PPL that provides financing for the operations of PPL and certain subsidiaries. Debt issued by PPL Capital Funding is guaranteed as to payment by PPL.
 
PPL Electric - PPL Electric Utilities Corporation, a public utility subsidiary of PPL engaged in the regulated transmission and distribution of electricity in its Pennsylvania service area and that provides electricity supply to its retail customers in this area as a PLR.
 
PPL Energy Funding - PPL Energy Funding Corporation, a subsidiary of PPL and the parent holding company of PPL Global and other subsidiaries.
 
PPL EU Services - PPL EU Services Corporation, a subsidiary of PPL that provides administrative, management and support services primarily to PPL Electric.
 
PPL Global - PPL Global, LLC, a subsidiary of PPL Energy Funding that, primarily through its subsidiaries, owns and operates WPD, PPL's regulated electricity distribution businesses in the U.K.

PPL Services - PPL Services Corporation, a subsidiary of PPL that provides administrative, management and support services to PPL and its subsidiaries.
 
PPL WPD Limited - an indirect U.K. subsidiary of PPL Global. Following reorganizations in October 2015 and October 2017, PPL WPD Limited is an indirect parent to WPD plc having previously been a sister company.

Safari Energy - Safari Energy, LLC, an indirect subsidiary of PPL, acquired in June 2018, that provides solar energy solutions for commercial customers in the U.S.

WPD - refers to PPL WPD Limited and its subsidiaries.
 
WPD (East Midlands) - Western Power Distribution (East Midlands) plc, a British regional electricity distribution utility company.
 
WPD plc - Western Power Distribution plc, an indirect U.K. subsidiary of PPL WPD Limited. Its principal indirectly owned subsidiaries are WPD (East Midlands), WPD (South Wales), WPD (South West) and WPD (West Midlands).
 
WPD Midlands - refers to WPD (East Midlands) and WPD (West Midlands), collectively.
 
WPD (South Wales) - Western Power Distribution (South Wales) plc, a British regional electricity distribution utility company.
 
WPD (South West) - Western Power Distribution (South West) plc, a British regional electricity distribution utility company.
 

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WPD (West Midlands) - Western Power Distribution (West Midlands) plc, a British regional electricity distribution utility company.
 
WKE - Western Kentucky Energy Corp., a subsidiary of LKE that leased certain non-regulated utility generating plants in western Kentucky until July 2009.

Other terms and abbreviations

£ - British pound sterling.

2019 Form 10-K - Annual Report to the SEC on Form 10-K for the year ended December 31, 2019.
 
Act 11 - Act 11 of 2012 that became effective on April 16, 2012. The Pennsylvania legislation authorized the PUC to approve two specific ratemaking mechanisms: the use of a fully projected future test year in base rate proceedings and, subject to certain conditions, a DSIC.

Act 129 - Act 129 of 2008 that became effective in October 2008. The law amended the Pennsylvania Public Utility Code and created an energy efficiency and conservation program and smart metering technology requirements, adopted new PLR electricity supply procurement rules, provided remedies for market misconduct and changed the Alternative Energy Portfolio Standard (AEPS).

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.

Adjusted Gross Margins - a non-GAAP financial measure of performance used in "Item 2. Combined Management's Discussion and Analysis of Financial Condition and Results of Operations" (MD&A).

AFUDC - allowance for funds used during construction. The cost of equity and debt funds used to finance construction projects of regulated businesses, which is capitalized as part of construction costs.

AOCI - accumulated other comprehensive income or loss.

ARO - asset retirement obligation.

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

CCR(s) - coal combustion residual(s). CCRs include fly ash, bottom ash and sulfur dioxide scrubber wastes.

Clean Air Act - federal legislation enacted to address certain environmental issues related to air emissions, including acid rain, ozone and toxic air emissions.
 
Clean Water Act - federal legislation enacted to address certain environmental issues relating to water quality including effluent discharges, cooling water intake, and dredge and fill activities.

COVID-19 - the disease caused by the novel coronavirus identified in 2019 that has caused a global pandemic in 2020.

CPCN - Certificate of Public Convenience and Necessity. Authority granted by the KPSC pursuant to Kentucky Revised Statute 278.020 to provide utility service to or for the public or the construction of certain plant, equipment, property or facility for furnishing of utility service to the public.
 
CPI - consumer price index, a measure of inflation in the U.K. published monthly by the Office for National Statistics.

CPIH - consumer price index including owner-occupiers' housing costs. An aggregate measure of changes in the cost of living in the U.K., including a measure of owner-occupiers' housing costs.

Customer Choice Act - the Pennsylvania Electricity Generation Customer Choice and Competition Act, legislation enacted to restructure the state's electric utility industry to create retail access to a competitive market for generation of electricity.


ii


DNO - Distribution Network Operator in the U.K.

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

DSIC - Distribution System Improvement Charge. Authorized under Act 11, which is an alternative ratemaking mechanism providing more-timely cost recovery of qualifying distribution system capital expenditures.

DSM - Demand Side Management. Pursuant to Kentucky Revised Statute 278.285, the KPSC may determine the reasonableness of DSM programs proposed by any utility under its jurisdiction. DSM programs consist of energy efficiency programs intended to reduce peak demand and delay the investment in additional power plant construction, provide customers with tools and information regarding their energy usage and support energy efficiency.

DSO - Distribution System Operation in the U.K. is the effective delivery of a range of functions and services that need to happen to run an advanced electricity distribution network. These functions cover long-term network planning; operations, real-time processes and planning, and markets and settlement. This does not focus on a single party as an operator; but recognizes roles for a range of parties to deliver DSO.

DSP - Default Service Provider.

Earnings from Ongoing Operations - a non-GAAP financial measure of earnings adjusted for the impact of special items and used in "Item 2. Combined Management's Discussion and Analysis of Financial Condition and Results of Operations" (MD&A).

ECR - Environmental Cost Recovery. Pursuant to Kentucky Revised Statute 278.183, Kentucky electric utilities are entitled to the current recovery of costs of complying with the Clean Air Act, as amended, and those federal, state or local environmental requirements that apply to coal combustion wastes and byproducts from the production of energy from coal.

ELG(s) - Effluent Limitation Guidelines, regulations promulgated by the EPA.

EPA - Environmental Protection Agency, a U.S. government agency.

EPS - earnings per share.

FERC - Federal Energy Regulatory Commission, the U.S. federal agency that regulates, among other things, interstate transmission and wholesale sales of electricity, hydroelectric power projects and related matters.
 
GAAP - Generally Accepted Accounting Principles in the U.S.
 
GBP - British pound sterling.

GHG(s) - greenhouse gas(es).

GLT - gas line tracker. The KPSC approved mechanism for LG&E's recovery of costs associated with gas transmission lines, gas service lines, gas risers, leak mitigation, and gas main replacements.

IRS - Internal Revenue Service, a U.S. government agency.
 
KPSC - Kentucky Public Service Commission, the state agency that has jurisdiction over the regulation of rates and service of utilities in Kentucky.

LIBOR - London Interbank Offered Rate.

Moody's - Moody's Investors Service, Inc., a credit rating agency.

MW - megawatt, one thousand kilowatts.
 
NERC - North American Electric Reliability Corporation.


iii


NPNS - the normal purchases and normal sales exception as permitted by derivative accounting rules. Derivatives that qualify for this exception may receive accrual accounting treatment.

OCI - other comprehensive income or loss.
 
Ofgem - Office of Gas and Electricity Markets, the British agency that regulates transmission, distribution and wholesale sales of electricity and gas and related matters.
 
OVEC - Ohio Valley Electric Corporation, located in Piketon, Ohio, an entity in which LKE indirectly owns an 8.13% interest (consists of LG&E's 5.63% and KU's 2.50% interests), which is recorded at cost. OVEC owns and operates two coal-fired power plants, the Kyger Creek plant in Ohio and the Clifty Creek plant in Indiana, with combined capacities of 2,120 MW.

PLR - Provider of Last Resort, the role of PPL Electric in providing default electricity supply within its delivery area to retail customers who have not chosen to select an alternative electricity supplier under the Customer Choice Act.
 
PP&E - property, plant and equipment.

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

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.

PUC - Pennsylvania Public Utility Commission, the state agency that regulates certain ratemaking, services, accounting and operations of Pennsylvania utilities.

RAV - regulatory asset value. This term, used within the U.K. regulatory environment, is also commonly known as RAB or regulatory asset base. RAV is based on historical investment costs at time of privatization, plus subsequent allowed additions less annual regulatory depreciation, and represents the value on which DNOs earn a return in accordance with the regulatory cost of capital. RAV is indexed to Retail Price Index (RPI) in order to allow for the effects of inflation. RAV additions have been and continue to be based on a percentage of annual total expenditures that have a long-term benefit to WPD (similar to capital projects for the U.S. regulated businesses that are generally included in rate base).
 
RCRA - Resource Conservation and Recovery Act of 1976.

Registrant(s) - refers to the Registrants named on the cover of this Report (each a "Registrant" and collectively, the "Registrants").
 
Regulation S-X - SEC regulation governing the form and content of and requirements for financial statements required to be filed pursuant to the federal securities laws.
 
RFC - ReliabilityFirst Corporation, one of eight regional entities with delegated authority from NERC that work to safeguard the reliability of the bulk power systems throughout North America.
 
RIIO - Ofgem's framework for setting U.K. regulated gas and electric utility price controls which stands for "Revenues = Incentive + Innovation + Outputs." RIIO-1 refers to the first generation of price controls under the RIIO framework. RIIO-ED1 refers to the RIIO regulatory price control applicable to the operators of U.K. electricity distribution networks, the duration of which is April 2015 through March 2023. RIIO-2 refers to the second generation of price controls under the RIIO framework. RIIO-ED2 refers to the second generation of the RIIO regulatory price control applicable to the operators of U.K. electricity distribution networks, which will begin in April 2023.

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.


iv


RPI - retail price index, is a measure of inflation in the United Kingdom published monthly by the Office for National Statistics.
 
Sarbanes-Oxley - Sarbanes-Oxley Act of 2002, which sets requirements for management's assessment of internal controls for financial reporting. It also requires an independent auditor to make its own assessment.

Scrubber - an air pollution control device that can remove particulates and/or gases (primarily sulfur dioxide) from exhaust gases.
 
SEC - the U.S. Securities and Exchange Commission, a U.S. government agency primarily responsible to protect investors and maintain the integrity of the securities markets.
 
SERC - SERC Reliability Corporation, one of eight regional entities with delegated authority from NERC that work to safeguard the reliability of the bulk power systems throughout North America.
 
Smart metering technology - technology that can measure, among other things, time of electricity consumption to permit offering rate incentives for usage during lower cost or demand intervals. The use of this technology also has the potential to strengthen network reliability.

S&P - S&P Global Ratings, a credit rating agency.
 
Superfund - federal environmental statute that addresses remediation of contaminated sites; states also have similar statutes.
 
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 new name of PPL EnergyPlus subsequent to the spinoff of PPL Energy Supply.

TCJA - Tax Cuts and Jobs Act. Comprehensive U.S. federal tax legislation enacted on December 22, 2017.

Treasury Stock Method - a method applied to calculate diluted EPS that assumes any proceeds that could be obtained upon exercise of options and warrants (and their equivalents) would be used to purchase common stock at the average market price during the relevant period.

VEBA - Voluntary Employee Beneficiary Association. A tax-exempt trust under the Internal Revenue Code Section 501(c)(9) used by employers to fund and pay eligible medical, life and similar benefits.

VSCC - Virginia State Corporation Commission, the state agency that has jurisdiction over the regulation of Virginia corporations, including utilities.

v


Forward-looking Information
 
Statements contained in this Form 10-Q concerning expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are other than statements of historical fact are "forward-looking statements" within the meaning of the federal securities laws. Although the 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 each Registrant's 2019 Form 10-K and in "Item 2. Combined Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Form 10-Q, the following are among the important factors that could cause actual results to differ materially and adversely from the forward-looking statements:
 
the COVID-19 pandemic and its impact on economic conditions and financial markets;
other pandemic health events or other catastrophic events such as fires, earthquakes, explosions, floods, droughts, tornadoes, hurricanes and other storms;
the outcome of rate cases or other cost recovery or revenue proceedings;
changes in U.S. state or federal or U.K. tax laws or regulations;
the direct or indirect effects on PPL or its subsidiaries or business systems of cyber-based intrusion or the threat of cyberattacks;
significant decreases in demand for electricity in the U.S.;
expansion of alternative and distributed sources of electricity generation and storage;
changes in foreign currency exchange rates for British pound sterling and the related impact on unrealized gains and losses on PPL's foreign currency economic hedges;
the effectiveness of our risk management programs, including foreign currency and interest rate hedging;
non-achievement by WPD of performance targets set by Ofgem;
the effect of changes in RPI on WPD's revenues and index linked debt;
developments related to the U.K.'s withdrawal from the European Union and any responses thereto;
the amount of WPD's pension deficit funding recovered in revenues after March 31, 2021, following the triennial pension review which began in March 2019 and is due to conclude at the end of 2020;
defaults by counterparties or suppliers for energy, capacity, coal, natural gas or key commodities, goods or services;
capital market conditions, including the availability of capital or credit, changes in interest rates and certain economic indices, and decisions regarding capital structure;
a material decline in the market value of PPL's equity;
significant decreases in the fair value of debt and equity securities and its impact on the value of assets in defined benefit plans, and the potential cash funding requirements if fair value declines;
interest rates and their effect on pension and retiree medical liabilities, ARO liabilities and interest payable on certain debt securities;
volatility in or the impact of other changes in financial markets and economic conditions;
the potential impact of any unrecorded commitments and liabilities of the Registrants and their subsidiaries;
new accounting requirements or new interpretations or applications of existing requirements;
changes in the corporate credit ratings or securities analyst rankings of the Registrants and their securities;
any requirement to record impairment charges pursuant to GAAP with respect to any of our significant investments;
laws or regulations to reduce emissions of GHGs or the physical effects of climate change;
continuing ability to access fuel supply for LG&E and KU, as well as the ability to recover fuel costs and environmental expenditures in a timely manner at LG&E and KU and natural gas supply costs at LG&E;
weather and other conditions affecting generation, transmission and distribution operations, operating costs and customer energy use;
war, armed conflicts, terrorist attacks, or similar disruptive events;
changes in political, regulatory or economic conditions in states, regions or countries where the Registrants or their subsidiaries conduct business;
receipt of necessary governmental permits and approvals;
new state, federal or foreign legislation or regulatory developments;
the impact of any state, federal or foreign investigations applicable to the Registrants and their subsidiaries and the energy industry;
our ability to attract and retain qualified employees;
the effect of any business or industry restructuring;
development of new projects, markets and technologies;
performance of new ventures;

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business dispositions or acquisitions and our ability to realize expected benefits from such business transactions;
collective labor bargaining negotiations; and
the outcome of litigation against the Registrants and their subsidiaries.

Any forward-looking statements should be considered in light of these important factors and in conjunction with other documents of the 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 the 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 the Registrants undertake no obligation to update the information contained in the statement to reflect subsequent developments or information.


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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
PPL Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars, except share data)

 Three Months Ended March 31,
 2020 2019
Operating Revenues$2,054
 $2,079
    
Operating Expenses   
Operation   
Fuel163
 194
Energy purchases201
 250
Other operation and maintenance476
 490
Depreciation317
 284
Taxes, other than income80
 80
Total Operating Expenses1,237
 1,298
    
Operating Income817
 781
    
Other Income (Expense) - net125
 52
    
Interest Expense248
 241
    
Income Before Income Taxes694
 592
    
Income Taxes140
 126
    
Net Income$554
 $466
    
Earnings Per Share of Common Stock: 
Net Income Available to PPL Common Shareowners:   
Basic$0.72
 $0.65
Diluted$0.72
 $0.64
    
Weighted-Average Shares of Common Stock Outstanding
(in thousands)
   
Basic767,948
 721,023
Diluted768,738
 729,953
 
The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.

3


CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
PPL Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars)

 Three Months Ended March 31,
 2020 2019
Net income$554
 $466
    
Other comprehensive income (loss):   
Amounts arising during the period - gains (losses), net of tax (expense) benefit:   
Foreign currency translation adjustments, net of tax of $0, $0(61) 294
Qualifying derivatives, net of tax of ($2), $48
 (19)
Defined benefit plans:   
Net actuarial gain (loss), net of tax of $0, $1
 (3)
Reclassifications from AOCI - (gains) losses, net of tax expense (benefit):   
Qualifying derivatives, net of tax of $0, ($6)(3) 24
Defined benefit plans:   
Prior service costs, net of tax of $0, $01
 
Net actuarial (gain) loss, net of tax of ($12), ($5)47
 21
Total other comprehensive income (loss)(8) 317
    
Comprehensive income$546
 $783
 
The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.


4


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
PPL Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars)
 Three Months Ended March 31,
 2020 2019
Cash Flows from Operating Activities 
  
Net income$554
 $466
Adjustments to reconcile net income to net cash provided by operating activities 
  
Depreciation317
 284
Amortization12
 22
Defined benefit plans - (income) expense(52) (66)
Deferred income taxes and investment tax credits106
 89
Unrealized (gains) losses on derivatives, and other hedging activities(57) 53
Stock-based compensation expense6
 14
Other17
 (3)
Change in current assets and current liabilities 
  
Accounts receivable(35) (57)
Accounts payable(63) (94)
Unbilled revenues68
 48
Fuel, materials and supplies13
 31
Prepayments(76) (86)
Regulatory assets and liabilities, net(25) (25)
Accrued interest59
 48
Other current liabilities(95) (72)
Other24
 (21)
Other operating activities   
Defined benefit plans - funding(125) (127)
Other assets42
 (20)
Other liabilities2
 (10)
Net cash provided by operating activities692
 474
Cash Flows from Investing Activities 
  
Expenditures for property, plant and equipment(826) (729)
Purchase of investments
 (55)
Proceeds from the sale of investments
 57
Other investing activities(7) 5
Net cash used in investing activities(833) (722)
Cash Flows from Financing Activities 
  
Issuance of common stock20
 22
Payment of common stock dividends(317) (296)
Issuance of term loan200
 
Net increase (decrease) in short-term debt345
 424
Other financing activities(8) (8)
Net cash provided by financing activities240
 142
Effect of Exchange Rates on Cash, Cash Equivalents and Restricted Cash1
 3
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash100
 (103)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period836
 643
Cash, Cash Equivalents and Restricted Cash at End of Period$936
 $540
    
Supplemental Disclosures of Cash Flow Information   
Significant non-cash transactions:   
Accrued expenditures for property, plant and equipment at March 31,$282
 $322
Accrued expenditures for intangible assets at March 31,$87
 $64

The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.

5


CONDENSED CONSOLIDATED BALANCE SHEETS
PPL Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars, shares in thousands)

 March 31,
2020
 December 31,
2019
Assets 
  
    
Current Assets 
  
Cash and cash equivalents$915
 $815
Accounts receivable (less reserve: 2020, $62; 2019, $58) 
  
Customer730
 687
Other107
 105
Unbilled revenues (less reserve: 2020, $3; 2019, $0)434
 504
Fuel, materials and supplies320
 332
Prepayments155
 79
Price risk management assets193
 147
Other current assets102
 98
Total Current Assets2,956
 2,767
    
Property, Plant and Equipment 
  
Regulated utility plant43,109
 42,709
Less:  accumulated depreciation - regulated utility plant8,212
 8,055
Regulated utility plant, net34,897
 34,654
Non-regulated property, plant and equipment380
 357
Less:  accumulated depreciation - non-regulated property, plant and equipment87
 109
Non-regulated property, plant and equipment, net293
 248
Construction work in progress1,645
 1,580
Property, Plant and Equipment, net36,835
 36,482
    
Other Noncurrent Assets 
  
Regulatory assets1,477
 1,492
Goodwill3,178
 3,198
Other intangibles748
 742
Pension benefit asset603
 464
Price risk management assets166
 149
Other noncurrent assets365
 386
Total Other Noncurrent Assets6,537
 6,431
    
Total Assets$46,328
 $45,680
 
The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.


6


CONDENSED CONSOLIDATED BALANCE SHEETS
PPL Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars, shares in thousands)

 March 31,
2020
 December 31,
2019
Liabilities and Equity 
  
    
Current Liabilities 
  
Short-term debt$1,696
 $1,151
Long-term debt due within one year1,170
 1,172
Accounts payable833
 956
Taxes100
 99
Interest352
 294
Dividends319
 317
Customer deposits265
 261
Regulatory liabilities99
 115
Other current liabilities488
 535
Total Current Liabilities5,322
 4,900
    
Long-term Debt20,670
 20,721
    
Deferred Credits and Other Noncurrent Liabilities 
  
Deferred income taxes3,217
 3,088
Investment tax credits123
 124
Accrued pension obligations500
 587
Asset retirement obligations217
 212
Regulatory liabilities2,557
 2,572
Other deferred credits and noncurrent liabilities481
 485
Total Deferred Credits and Other Noncurrent Liabilities7,095
 7,068
    
Commitments and Contingent Liabilities (Notes 7 and 10)


 


    
Equity 
  
Common stock - $0.01 par value (a)8
 8
Additional paid-in capital12,239
 12,214
Earnings reinvested5,360
 5,127
Accumulated other comprehensive loss(4,366) (4,358)
Total Equity13,241
 12,991
    
Total Liabilities and Equity$46,328
 $45,680
 
(a)1,560,000 shares authorized; 768,266 and 767,233 shares issued and outstanding at March 31, 2020 and December 31, 2019.

The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.


7


CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
PPL Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars)  

 Common
stock
shares
outstanding (a)
 
Common
stock
 Additional
paid-in
capital
 Earnings
reinvested
 
Accumulated
other
comprehensive
loss
 Total
December 31, 2019767,233
 $8
 $12,214
 $5,127
 $(4,358) $12,991
Common stock issued1,033
 

 34
     34
Stock-based compensation    (9)     (9)
Net income      554
   554
Dividends and dividend equivalents (b)      (319)   (319)
Other comprehensive income (loss)        (8) (8)
Adoption of financial instrument credit losses guidance cumulative effect adjustment (Note 2), net of tax of $0      (2)   (2)
March 31, 2020768,266
 $8
 $12,239
 $5,360
 $(4,366) $13,241
            
December 31, 2018720,323
 $7
 $11,021
 $4,593
 $(3,964) $11,657
Common stock issued1,048
  
 32
  
  
 32
Stock-based compensation 
  
 (2)  
  
 (2)
Net income 
  
  
 466
  
 466
Dividends and dividend equivalents (b) 
  
  
 (298)  
 (298)
Other comprehensive income (loss) 
  
  
  
 317
 317
March 31, 2019721,371
 $7
 $11,051
 $4,761
 $(3,647) $12,172
            
(a)Shares in thousands. Each share entitles the holder to 1 vote on any question presented at any shareowners' meeting.
(b)
Dividends declared per share of common stock were $0.4150 and $0.4125 at March 31, 2020 and March 31, 2019.

The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.


8


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9


CONDENSED CONSOLIDATED STATEMENTS OF INCOME
PPL Electric Utilities Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars)

 Three Months Ended March 31,
 2020 2019
Operating Revenues$608
 $645
    
Operating Expenses   
Operation   
Energy purchases144
 171
Other operation and maintenance137
 150
Depreciation98
 95
Taxes, other than income30
 31
Total Operating Expenses409
 447
    
Operating Income199
 198
    
Other Income (Expense) - net3
 5
    
Interest Income from Affiliate1
 2
    
Interest Expense44
 42
    
Income Before Income Taxes159
 163
    
Income Taxes41
 42
    
Net Income (a)$118
 $121
 
(a)Net income equals comprehensive income.

The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.


10


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
PPL Electric Utilities Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars)
 Three Months Ended March 31,
 2020 2019
Cash Flows from Operating Activities 
  
Net income$118
 $121
Adjustments to reconcile net income to net cash provided by operating activities 
  
Depreciation98
 95
Amortization5
 5
Deferred income taxes and investment tax credits32
 16
Other8
 (2)
Change in current assets and current liabilities 
  
Accounts receivable(26) (25)
Accounts payable(20) (5)
Unbilled revenues34
 13
Prepayments(76) (88)
Regulatory assets and liabilities, net(11) (15)
Taxes payable(2) (2)
Other(19) (12)
Other operating activities 
  
Defined benefit plans - funding(21) (21)
Other assets4
 2
Other liabilities8
 (1)
Net cash provided by operating activities132
 81
    
Cash Flows from Investing Activities 
  
Expenditures for property, plant and equipment(280) (264)
Expenditures for intangible assets(1) 
Net cash used in investing activities(281) (264)
    
Cash Flows from Financing Activities 
  
Payment of common stock dividends to parent(165) (120)
Net increase in short-term debt85
 60
Other financing activities
 (1)
Net cash used in financing activities(80) (61)
    
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash(229) (244)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period264
 269
Cash, Cash Equivalents and Restricted Cash at End of Period$35
 $25
    
Supplemental Disclosure of Cash Flow Information   
Significant non-cash transactions:   
Accrued expenditures for property, plant and equipment at March 31,$158
 $142

 The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.

11


CONDENSED CONSOLIDATED BALANCE SHEETS
PPL Electric Utilities Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars, shares in thousands)

 March 31,
2020
 December 31,
2019
Assets 
  
    
Current Assets 
  
Cash and cash equivalents$33
 $262
Accounts receivable (less reserve: 2020, $31; 2019, $28) 
  
Customer289
 258
Other18
 22
Accounts receivable from affiliates10
 11
Unbilled revenues (less reserve: 2020, $2; 2019, $0)100
 134
Materials and supplies48
 33
Prepayments82
 6
Regulatory assets23
 26
Other current assets10
 9
Total Current Assets613
 761
    
Property, Plant and Equipment 
  
Regulated utility plant12,750
 12,589
Less: accumulated depreciation - regulated utility plant3,137
 3,078
Regulated utility plant, net9,613
 9,511
Construction work in progress633
 597
Property, Plant and Equipment, net10,246
 10,108
    
Other Noncurrent Assets 
  
Regulatory assets710
 726
Intangibles264
 263
Other noncurrent assets49
 43
Total Other Noncurrent Assets1,023
 1,032
    
Total Assets$11,882
 $11,901
 
The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.


12


CONDENSED CONSOLIDATED BALANCE SHEETS
PPL Electric Utilities Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars, shares in thousands)

 March 31,
2020
 December 31,
2019
Liabilities and Equity 
  
    
Current Liabilities 
  
Short-term debt$85
 $
Accounts payable394
 438
Accounts payable to affiliates34
 32
Taxes11
 13
Interest48
 41
Regulatory liabilities83
 96
Other current liabilities75
 93
Total Current Liabilities730
 713
    
Long-term Debt3,986
 3,985
    
Deferred Credits and Other Noncurrent Liabilities 
  
Deferred income taxes1,487
 1,447
Accrued pension obligations153
 179
Regulatory liabilities595
 599
Other deferred credits and noncurrent liabilities146
 146
Total Deferred Credits and Other Noncurrent Liabilities2,381
 2,371
    
Commitments and Contingent Liabilities (Note 10)


 


    
Equity 
  
Common stock - no par value (a)364
 364
Additional paid-in capital3,558
 3,558
Earnings reinvested863
 910
Total Equity4,785
 4,832
    
Total Liabilities and Equity$11,882
 $11,901
 
(a)170,000 shares authorized; 66,368 shares issued and outstanding at March 31, 2020 and December 31, 2019.

The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.


13


CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
PPL Electric Utilities Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars)

 
Common
stock
shares
outstanding
(a)
 
Common
stock
 
Additional
paid-in
capital
 
Earnings
reinvested
 Total
December 31, 201966,368
 $364
 $3,558
 $910
 $4,832
Net income

 

 

 118
 118
Dividends declared on common stock

 

 

 (165) (165)
March 31, 202066,368
 $364
 $3,558
 $863
 $4,785
          
December 31, 201866,368
 $364
 $3,158
 $939
 $4,461
Net income

 

 

 121
 121
Dividends declared on common stock

 

 

 (120) (120)
March 31, 201966,368
 $364
 $3,158
 $940
 $4,462
 
(a)Shares in thousands. All common shares of PPL Electric stock are owned by PPL.

The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.














14


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15


CONDENSED CONSOLIDATED STATEMENTS OF INCOME
LG&E and KU Energy LLC and Subsidiaries
(Unaudited)
(Millions of Dollars)

 Three Months Ended March 31,
 2020 2019
Operating Revenues$825
 $845
    
Operating Expenses 
  
Operation 
  
Fuel163
 194
Energy purchases57
 79
Other operation and maintenance204
 214
Depreciation149
 123
Taxes, other than income18
 18
Total Operating Expenses591
 628
    
Operating Income234
 217
    
Interest Expense58
 54
    
Interest Expense with Affiliate7
 7
    
Income Before Income Taxes169
 156
    
Income Taxes34
 32
    
Net Income (a)$135
 $124
 
(a)Net income approximates comprehensive income.

The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.


16


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
LG&E and KU Energy LLC and Subsidiaries
(Unaudited)
(Millions of Dollars)
 Three Months Ended March 31,
 2020 2019
Cash Flows from Operating Activities 
  
Net income$135
 $124
Adjustments to reconcile net income to net cash provided by operating activities 
  
Depreciation149
 123
Amortization4
 10
Defined benefit plans - expense5
 3
Deferred income taxes and investment tax credits31
 36
Other
 (1)
Change in current assets and current liabilities 
  
Accounts receivable20
 8
Accounts payable(18) (33)
Accounts payable to affiliates1
 7
Unbilled revenues27
 21
Fuel, materials and supplies24
 29
Regulatory assets and liabilities, net(14) (10)
Taxes payable(27) (29)
Accrued interest51
 42
Other(37) (15)
Other operating activities 
  
Defined benefit plans - funding(23) (21)
Expenditures for asset retirement obligations(15) (21)
Other assets1
 (2)
Other liabilities6
 (1)
Net cash provided by operating activities320
 270
Cash Flows from Investing Activities 
  
Expenditures for property, plant and equipment(255) (278)
Net cash used in investing activities(255) (278)
Cash Flows from Financing Activities 
  
Net increase (decrease) in notes payable with affiliate92
 74
Net decrease in short-term debt(85) (12)
Distributions to member(52) (56)
Net cash provided by (used in) financing activities(45) 6
Net Increase (Decrease) in Cash and Cash Equivalents20
 (2)
Cash and Cash Equivalents at Beginning of Period27
 24
Cash and Cash Equivalents at End of Period$47
 $22
    
Supplemental Disclosure of Cash Flow Information   
Significant non-cash transactions:   
Accrued expenditures for property, plant and equipment at March 31,$78
 $88

 The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.

17


CONDENSED CONSOLIDATED BALANCE SHEETS
LG&E and KU Energy LLC and Subsidiaries
(Unaudited)
(Millions of Dollars)

 March 31,
2020
 December 31,
2019
Assets 
  
    
Current Assets 
  
Cash and cash equivalents$47
 $27
Accounts receivable (less reserve: 2020, $27; 2019, $28) 
  
Customer246
 260
Other65
 71
Unbilled revenues (less reserve: 2020, $0; 2019, $0)137
 164
Fuel, materials and supplies226
 250
Prepayments23
 30
Regulatory assets52
 41
Other current assets
 2
Total Current Assets796
 845
    
Property, Plant and Equipment 
  
Regulated utility plant14,798
 14,646
Less: accumulated depreciation - regulated utility plant2,401
 2,356
Regulated utility plant, net12,397
 12,290
Construction work in progress793
 794
Property, Plant and Equipment, net13,190
 13,084
    
Other Noncurrent Assets 
  
Regulatory assets767
 766
Goodwill996
 996
Other intangibles67
 69
Other noncurrent assets126
 171
Total Other Noncurrent Assets1,956
 2,002
    
Total Assets$15,942
 $15,931
 
The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.

18


CONDENSED CONSOLIDATED BALANCE SHEETS
LG&E and KU Energy LLC and Subsidiaries
(Unaudited)
(Millions of Dollars)
 March 31,
2020
 December 31,
2019
Liabilities and Equity 
  
    
Current Liabilities 
  
Short-term debt$303
 $388
Long-term debt due within one year975
 975
Notes payable with affiliates242
 150
Accounts payable257
 316
Accounts payable to affiliates12
 11
Customer deposits64
 62
Taxes31
 58
Price risk management liabilities4
 4
Regulatory liabilities16
 19
Interest91
 40
Asset retirement obligations66
 70
Other current liabilities116
 153
Total Current Liabilities2,177
 2,246
    
Long-term Debt   
Long-term debt4,378
 4,377
Long-term debt to affiliate650
 650
Total Long-term Debt5,028
 5,027
    
Deferred Credits and Other Noncurrent Liabilities 
  
Deferred income taxes1,111
 1,069
Investment tax credits123
 124
Price risk management liabilities25
 17
Accrued pension obligations184
 233
Asset retirement obligations151
 145
Regulatory liabilities1,962
 1,973
Other deferred credits and noncurrent liabilities155
 155
Total Deferred Credits and Other Noncurrent Liabilities3,711
 3,716
    
Commitments and Contingent Liabilities (Notes 7 and 10)


 


    
Member's Equity5,026
 4,942
    
Total Liabilities and Equity$15,942
 $15,931
 
The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.


19


CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
LG&E and KU Energy LLC and Subsidiaries
(Unaudited)
(Millions of Dollars)

 
Member's
Equity
December 31, 2019$4,942
Net income135
Distributions to member(52)
Other comprehensive income (loss)1
March 31, 2020$5,026
  
December 31, 2018$4,723
Net income124
Distributions to member(56)
March 31, 2019$4,791
 
The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.

20


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21


CONDENSED STATEMENTS OF INCOME
Louisville Gas and Electric Company
(Unaudited)
(Millions of Dollars)

 Three Months Ended March 31,
 2020 2019
Operating Revenues   
Retail and wholesale$393
 $397
Electric revenue from affiliate14
 13
Total Operating Revenues407
 410
    
Operating Expenses   
Operation   
Fuel74
 78
Energy purchases52
 74
Energy purchases from affiliate
 2
Other operation and maintenance92
 94
Depreciation64
 51
Taxes, other than income10
 9
Total Operating Expenses292
 308
    
Operating Income115
 102
    
Other Income (Expense) - net(1) 
    
Interest Expense22
 21
    
Income Before Income Taxes92
 81
    
Income Taxes19
 17
    
Net Income (a)$73
 $64
 
(a)Net income equals comprehensive income.

The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.


22


CONDENSED STATEMENTS OF CASH FLOWS
Louisville Gas and Electric Company
(Unaudited)
(Millions of Dollars)

 Three Months Ended March 31,
 2020 2019
Cash Flows from Operating Activities 
  
Net income$73
 $64
Adjustments to reconcile net income to net cash provided by operating activities 
  
Depreciation64
 51
Amortization2
 7
Defined benefit plans - expense1
 
Deferred income taxes and investment tax credits1
 13
Change in current assets and current liabilities 
  
Accounts receivable14
 3
Accounts receivable from affiliates(6) (4)
Accounts payable(12) (7)
Accounts payable to affiliates(4) (3)
Unbilled revenues11
 13
Fuel, materials and supplies27
 32
Regulatory assets and liabilities, net(2) (8)
Taxes payable2
 (12)
Accrued interest18
 13
Other(10) (1)
Other operating activities 
  
Defined benefit plans - funding(4) 
Expenditures for asset retirement obligations(4) (4)
Other assets(1) 
Other liabilities1
 
Net cash provided by operating activities171
 157
Cash Flows from Investing Activities 
  
Expenditures for property, plant and equipment(117) (117)
Net cash used in investing activities(117) (117)
Cash Flows from Financing Activities 
  
Net increase in notes payable with affiliates21
 
Net decrease in short-term debt(79) (10)
Payment of common stock dividends to parent(29) (30)
Contributions from parent25
 
Other financing activities
 (1)
Net cash used in financing activities(62) (41)
Net Decrease in Cash and Cash Equivalents(8) (1)
Cash and Cash Equivalents at Beginning of Period15
 10
Cash and Cash Equivalents at End of Period$7
 $9
    
Supplemental Disclosure of Cash Flow Information   
Significant non-cash transactions:   
Accrued expenditures for property, plant and equipment at March 31,$39
 $37
 
The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.

23


CONDENSED BALANCE SHEETS
Louisville Gas and Electric Company
(Unaudited)
(Millions of Dollars, shares in thousands)

 March 31,
2020
 December 31,
2019
Assets 
  
    
Current Assets 
  
Cash and cash equivalents$7
 $15
Accounts receivable (less reserve: 2020, $1; 2019, $1) 
  
Customer115
 121
Other40
 41
Unbilled revenues (less reserve: 2020, $0; 2019, $0)65
 76
Accounts receivable from affiliates24
 18
Fuel, materials and supplies95
 122
Prepayments12
 14
Regulatory assets26
 25
Other current assets
 1
Total Current Assets384
 433
    
Property, Plant and Equipment 
  
Regulated utility plant6,469
 6,372
Less: accumulated depreciation - regulated utility plant881
 846
Regulated utility plant, net5,588
 5,526
Construction work in progress271
 297
Property, Plant and Equipment, net5,859
 5,823
    
Other Noncurrent Assets 
  
Regulatory assets383
 380
Goodwill389
 389
Other intangibles40
 41
Other noncurrent assets70
 67
Total Other Noncurrent Assets882
 877
    
Total Assets$7,125
 $7,133
 
The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.

24


CONDENSED BALANCE SHEETS
Louisville Gas and Electric Company
(Unaudited)
(Millions of Dollars, shares in thousands)

 March 31,
2020
 December 31,
2019
Liabilities and Equity 
  
    
Current Liabilities 
  
Short-term debt$159
 $238
Notes payable with affiliate21
 
Accounts payable141
 172
Accounts payable to affiliates27
 31
Customer deposits32
 31
Taxes35
 33
Price risk management liabilities4
 4
Regulatory liabilities1
 2
Interest33
 15
Asset retirement obligations24
 24
Other current liabilities40
 47
Total Current Liabilities517
 597
    
Long-term Debt2,005
 2,005
    
Deferred Credits and Other Noncurrent Liabilities 
  
Deferred income taxes702
 697
Investment tax credits33
 34
Price risk management liabilities25
 17
Asset retirement obligations43
 49
Regulatory liabilities879
 883
Other deferred credits and noncurrent liabilities90
 89
Total Deferred Credits and Other Noncurrent Liabilities1,772
 1,769
    
Commitments and Contingent Liabilities (Notes 7 and 10)


 


    
Stockholder's Equity 
  
Common stock - no par value (a)424
 424
Additional paid-in capital1,845
 1,820
Earnings reinvested562
 518
Total Equity2,831
 2,762
    
Total Liabilities and Equity$7,125
 $7,133
 
(a)75,000 shares authorized; 21,294 shares issued and outstanding at March 31, 2020 and December 31, 2019.

The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.


25


CONDENSED STATEMENTS OF EQUITY
Louisville Gas and Electric Company
(Unaudited)
(Millions of Dollars)

 
Common
stock
shares
outstanding
(a)
 
Common
stock
 Additional
paid-in
capital
 Earnings
reinvested
 Total
December 31, 201921,294
 $424
 $1,820
 $518
 $2,762
Net income

 

 

 73
 73
Capital contributions from parent

 

 25
 

 25
Cash dividends declared on common stock

 

 

 (29) (29)
March 31, 202021,294
 $424
 $1,845
 $562
 $2,831
          
December 31, 201821,294
 $424
 $1,795
 $468
 $2,687
Net income

 

 

 64
 64
Cash dividends declared on common stock

 

 

 (30) (30)
March 31, 201921,294
 $424
 $1,795
 $502
 $2,721
 
(a)Shares in thousands. All common shares of LG&E stock are owned by LKE.

The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.


26


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27


CONDENSED STATEMENTS OF INCOME
Kentucky Utilities Company
(Unaudited)
(Millions of Dollars)

 Three Months Ended March 31,
 2020 2019
Operating Revenues   
Retail and wholesale$432
 $448
Electric revenue from affiliate
 2
Total Operating Revenues432
 450
    
Operating Expenses   
Operation   
Fuel89
 116
Energy purchases5
 5
Energy purchases from affiliate14
 13
Other operation and maintenance104
 108
Depreciation84
 72
Taxes, other than income9
 9
Total Operating Expenses305
 323
    
Operating Income127
 127
    
Other Income (Expense) - net1
 2
    
Interest Expense28
 26
    
Income Before Income Taxes100
 103
    
Income Taxes20
 22
    
Net Income (a)$80
 $81
 
(a)Net income equals comprehensive income.

The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.


28


CONDENSED STATEMENTS OF CASH FLOWS
Kentucky Utilities Company
(Unaudited)
(Millions of Dollars)
 Three Months Ended March 31,
 2020 2019
Cash Flows from Operating Activities 
  
Net income$80
 $81
Adjustments to reconcile net income to net cash provided by operating activities 
  
Depreciation84
 72
Amortization3
 3
Deferred income taxes and investment tax credits4
 15
Other
 (1)
Change in current assets and current liabilities 
  
Accounts receivable6
 7
Accounts payable(2) (16)
Accounts payable to affiliates(3) (1)
Unbilled revenues16
 8
Fuel, materials and supplies(3) (3)
Regulatory assets and liabilities, net(12) (2)
Taxes payable6
 (3)
Accrued interest25
 22
Other(4) 9
Other operating activities 
  
Defined benefit plans - funding(1) 
Expenditures for asset retirement obligations(11) (17)
Other assets3
 (2)
Other liabilities2
 2
Net cash provided by operating activities193
 174
Cash Flows from Investing Activities 
  
Expenditures for property, plant and equipment(138) (161)
Net increase in notes receivable with affiliates(21) 
Net cash used in investing activities(159) (161)
Cash Flows from Financing Activities 
  
Net decrease in short-term debt(6) (2)
Payment of common stock dividends to parent(37) (39)
Contributions from parent37
 28
Other financing activities
 (1)
Net cash used in financing activities(6) (14)
Net Increase (Decrease) in Cash and Cash Equivalents28
 (1)
Cash and Cash Equivalents at Beginning of Period12
 14
Cash and Cash Equivalents at End of Period$40
 $13
    
Supplemental Disclosure of Cash Flow Information   
Significant non-cash transactions:   
Accrued expenditures for property, plant and equipment at March 31,$39
 $51
 
The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.

29


CONDENSED BALANCE SHEETS
Kentucky Utilities Company
(Unaudited)
(Millions of Dollars, shares in thousands)

 March 31,
2020
 December 31,
2019
Assets 
  
    
Current Assets 
  
Cash and cash equivalents$40
 $12
Accounts receivable (less reserve: 2020, $1; 2019, $1) 
  
Customer131
 139
Other22
 27
Unbilled revenues (less reserve: 2020, $0; 2019, $0)72
 88
Notes receivable from affiliate21
 
Fuel, materials and supplies131
 128
Prepayments10
 14
Regulatory assets26
 16
Other current assets
 1
Total Current Assets453
 425
    
Property, Plant and Equipment 
  
Regulated utility plant8,315
 8,262
Less: accumulated depreciation - regulated utility plant1,516
 1,507
Regulated utility plant, net6,799
 6,755
Construction work in progress522
 496
Property, Plant and Equipment, net7,321
 7,251
    
Other Noncurrent Assets 
  
Regulatory assets384
 386
Goodwill607
 607
Other intangibles28
 28
Other noncurrent assets114
 128
Total Other Noncurrent Assets1,133
 1,149
    
Total Assets$8,907
 $8,825
 
The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.

30


CONDENSED BALANCE SHEETS
Kentucky Utilities Company
(Unaudited)
(Millions of Dollars, shares in thousands)

 March 31,
2020
 December 31,
2019
Liabilities and Equity 
  
    
Current Liabilities 
  
Short-term debt$144
 $150
Long-term debt due within one year500
 500
Accounts payable96
 121
Accounts payable to affiliates50
 52
Customer deposits32
 31
Taxes32
 26
Regulatory liabilities15
 17
Interest45
 20
Asset retirement obligations42
 46
Other current liabilities44
 51
Total Current Liabilities1,000
 1,014
    
Long-term Debt2,124
 2,123
    
Deferred Credits and Other Noncurrent Liabilities 
  
Deferred income taxes801
 792
Investment tax credits90
 90
Asset retirement obligations108
 96
Regulatory liabilities1,083
 1,090
Other deferred credits and noncurrent liabilities47
 46
Total Deferred Credits and Other Noncurrent Liabilities2,129
 2,114
    
Commitments and Contingent Liabilities (Notes 7 and 10)


 


    
Stockholder's Equity 
  
Common stock - no par value (a)308
 308
Additional paid-in capital2,766
 2,729
Earnings reinvested580
 537
Total Equity3,654
 3,574
    
Total Liabilities and Equity$8,907
 $8,825
 
(a)80,000 shares authorized; 37,818 shares issued and outstanding at March 31, 2020 and December 31, 2019.

The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.


31


CONDENSED STATEMENTS OF EQUITY
Kentucky Utilities Company
(Unaudited)
(Millions of Dollars)

 Common
stock
shares
outstanding
(a)
 
Common
stock
 Additional
paid-in
capital
 Earnings
reinvested
 Total
December 31, 201937,818
 $308
 $2,729
 $537
 $3,574
Net income

 

 

 80
 80
Capital contributions from parent

 

 37
 

 37
Cash dividends declared on common stock

 

 

 (37) (37)
March 31, 202037,818
 $308
 $2,766
 $580
 $3,654
          
December 31, 201837,818
 $308
 $2,661
 $473
 $3,442
Net income

 

 

 81
 81
Capital contributions from parent

 

 28
 

 28
Cash dividends declared on common stock

 

 

 (39) (39)
March 31, 201937,818
 $308
 $2,689
 $515
 $3,512
 
(a)Shares in thousands. All common shares of KU stock are owned by LKE.

The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.

 

32


Combined Notes to Condensed Financial Statements (Unaudited)

Index to Combined Notes to Condensed Financial Statements

The notes to the condensed financial statements that follow are a combined presentation. The following list indicates the Registrants to which the notes apply:
  Registrant
  PPL PPL Electric LKE LG&E KU
1. Interim Financial Statements x x x x x
2. Summary of Significant Accounting Policies x x x x x
3. Segment and Related Information x x x x x
4. Revenue from Contracts with Customers x x x x x
5. Earnings Per Share x        
6. Income Taxes x x x x x
7. Utility Rate Regulation x x x x x
8. Financing Activities x x x x x
9. Defined Benefits x x x x x
10. Commitments and Contingencies x x x x x
11. Related Party Transactions   x x x x
12. Other Income (Expense) - net x        
13. Fair Value Measurements x x x x x
14. Derivative Instruments and Hedging Activities x x x x x
15. Asset Retirement Obligations x   x x x
16. Accumulated Other Comprehensive Income (Loss) x        

1. Interim Financial Statements
 
(All Registrants)
 
Capitalized terms and abbreviations appearing in the unaudited combined notes to condensed financial statements are defined in the glossary. Dollars are in millions, except per share data, unless otherwise noted. The specific Registrant to which disclosures are applicable is identified in parenthetical headings in italics above the applicable disclosure or within the applicable disclosure for each Registrants' related activities and disclosures. Within combined disclosures, amounts are disclosed for any Registrant when significant.
 
The accompanying unaudited condensed financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and, therefore, do not include all of the information and footnote disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation in accordance with GAAP are reflected in the condensed financial statements. All adjustments are of a normal recurring nature, except as otherwise disclosed. Each Registrant's Balance Sheet at December 31, 2019 is derived from that Registrant's 2019 audited Balance Sheet. The financial statements and notes thereto should be read in conjunction with the financial statements and notes contained in each Registrant's 2019 Form 10-K. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the full year ending December 31, 2020 or other future periods, because results for interim periods can be disproportionately influenced by various factors, developments and seasonal variations.

2. Summary of Significant Accounting Policies

(All Registrants)

The following accounting policy disclosures represent updates to Note 1 in each Registrant's 2019 Form 10-K and should be read in conjunction with those disclosures.


33


Restricted Cash and Cash Equivalents (PPL and PPL Electric)

Reconciliation of Cash, Cash Equivalents and Restricted Cash

The following provides a reconciliation of Cash, Cash Equivalents and Restricted Cash reported within the Balance Sheets that sum to the total of the same amounts shown on the Statements of Cash Flows:
 PPL PPL Electric
 March 31,
2020
 December 31,
2019
 March 31,
2020
 December 31,
2019
Cash and cash equivalents$915
 $815
 $33
 $262
Restricted cash - current (a)3
 3
 2
 2
Restricted cash - noncurrent (a)18
 18
 
 
Total Cash, Cash Equivalents and Restricted Cash$936
 $836
 $35
 $264

(a)Bank deposits and other cash equivalents that are restricted by agreement or that have been clearly designated for a specific purpose are classified as restricted cash. On the Balance Sheets, the current portion of restricted cash is included in "Other current assets," while the noncurrent portion is included in "Other noncurrent assets."

Current Expected Credit Losses (All Registrants)

Financing receivable collectibility is evaluated using a combination of factors, including past due status based on contractual terms, trends in write-offs and the age of the receivable. Specific events, such as bankruptcies, are also considered when applicable. Adjustments to the reserve for credit losses are made when necessary based on the results of analysis, the aging of receivables and historical and industry trends. The Registrants periodically evaluate the impact of observable external factors on the collectibility of the financing receivables to determine if adjustments to the reserve for credit losses should be made based on current conditions or reasonable and supportable forecasts.

Accounts receivable are written off in the period in which the receivable is deemed uncollectible.

(PPL and PPL Electric)

PPL Electric has identified one class of financing receivables, “accounts receivable-customer”, which includes financing receivables for all billed and unbilled sales with residential and non-residential customers. All other financing receivables are classified as other. Within the credit loss model for the residential customer accounts receivables, customers are disaggregated based on their projected propensity to pay, which is derived from historical trends and the current activity of the individual customer accounts. Conversely, the non-residential customer accounts receivables are not further segmented due to the varying nature of the individual customers, which lack readily identifiable risk characteristics for disaggregation.

(PPL, LKE, LG&E and KU)

LKE, LG&E and KU have identified one class of financing receivables, “accounts receivable-customer”, which includes financing receivables for all billed and unbilled sales with customers. All other financing receivables are classified as other.

(All Registrants)

The following table shows changes in the allowance for credit losses for the period ended March 31, 2020:
        
 Balance at
Beginning of Period (a)
 Charged to Income Deductions (b) Balance at
End of Period
PPL       
Accounts Receivable - Customer and Unbilled Revenue$30
 $9
 $5
 $34
Other (c)27
 
 1
 26
        
PPL Electric       
Accounts Receivable - Customer and Unbilled Revenue$25
 $5
 $2
 $28
Other1
 
 
 1
        

34


        
 Balance at
Beginning of Period (a)
 Charged to Income Deductions (b) Balance at
End of Period
LKE       
Accounts Receivable - Customer and Unbilled Revenue$2
 $2
 $2
 $2
Other (c)26
 
 1
 25
        
LG&E       
Accounts Receivable - Customer and Unbilled Revenue$1
 $1
 $1
 $1
        
KU       
Accounts Receivable - Customer and Unbilled Revenue$1
 $1
 $1
 $1

(a)Reflects cumulative-effect adjustment upon adoption of current expected credit loss guidance.
(b)Primarily related to uncollectible accounts receivable written off.
(c)Primarily related to receivables at WKE, which are fully reserved.

(PPL, LKE, LGE and KU)

Asset Impairment (Excluding Investments)

PPL, LKE, LG&E and KU review goodwill for impairment at the reporting unit level annually or more frequently when events or circumstances indicate that the carrying amount of a reporting unit may be greater than the unit's fair value. PPL's, LKE's, LG&E's and KU's reporting units are primarily at the operating segment level.

PPL, LKE, LG&E and KU considered whether the economic events associated with COVID-19, which resulted in PPL’s shares experiencing volatility and a decrease in market value, would more likely than not reduce the fair value of the Registrants’ reporting units below their carrying amounts. See "Risks and Uncertainties" in Note 10 for additional information about COVID-19. Based on our assessment, a quantitative impairment test was not required for the LKE, LG&E and KU reporting units, but was required for the U.K. Regulated segment reporting unit, the allocated goodwill of which was $2.5 billion at March 31, 2020. The test did not indicate impairment of the reporting unit.

Although goodwill was not determined to be impaired at March 31, 2020, it is possible that an impairment charge could occur in future periods if PPL’s share price or any of the assumptions used in determining fair value of the reporting units are negatively impacted.

New Accounting Guidance Adopted

(All Registrants)

Accounting for Financial Instrument Credit Losses

Effective January 1, 2020, the Registrants adopted accounting guidance, using a modified retrospective approach, that requires the use of a current expected credit loss (CECL) model for the measurement of credit losses on financial instruments within the scope of the guidance, which includes accounts receivable. The CECL model requires an entity to measure credit losses using historical information, current information and reasonable and supportable forecasts of future events, rather than the incurred loss impairment model required under previous GAAP. The adoption of this guidance did not have a material impact on the Registrants.

Accounting for Implementation Costs in a Cloud Computing Service Arrangement

Effective January 1, 2020, the Registrants prospectively adopted accounting guidance that requires a customer in a cloud computing hosting arrangement that is a service contract to capitalize implementation costs consistent with internal-use software guidance for non-service arrangements. The guidance requires these capitalized implementation costs to be amortized over the term of the hosting arrangement to the statement of income line item where the service arrangement costs are recorded. The guidance also prescribes the financial statement classification of the capitalized implementation costs and cash flows associated with the arrangement. The adoption of this guidance did not have a material impact on the Registrants.


35


(PPL, LKE, LG&E and KU)

Simplifying the Test for Goodwill Impairment

Effective January 1, 2020, the Registrants adopted accounting guidance that simplifies the test for goodwill impairment by eliminating the second step of the quantitative test. The second step of the quantitative test required a calculation of the implied fair value of goodwill, which was determined in the same manner as the amount of goodwill in a business combination. Under the new guidance, the fair value of a reporting unit will be compared with the carrying value and an impairment charge will be recognized if the carrying amount exceeds the fair value of the reporting unit. The adoption of this guidance did not have a material impact on the Registrants.

3. Segment and Related Information

(PPL)

See Note 2 in PPL's 2019 Form 10-K for a discussion of reportable segments and related information.

Income Statement data for the segments and reconciliation to PPL's consolidated results for the period ended March 31 are as follows:
 Three Months
 2020 2019
Operating Revenues from external customers   
U.K. Regulated$614
 $583
Kentucky Regulated825
 845
Pennsylvania Regulated608
 645
Corporate and Other7
 6
Total$2,054
 $2,079
    
Net Income 
  
U.K. Regulated (a)$340
 $264
Kentucky Regulated127
 117
Pennsylvania Regulated118
 121
Corporate and Other(31) (36)
Total$554
 $466

(a)Includes unrealized gains and losses from hedging foreign currency economic activity. See Note 14 for additional information.

The following provides Balance Sheet data for the segments and reconciliation to PPL's consolidated Balance Sheets as of:
 March 31,
2020
 December 31,
2019
Assets 
  
U.K. Regulated (a) (b)$17,918
 $17,622
Kentucky Regulated15,608
 15,597
Pennsylvania Regulated11,898
 11,918
Corporate and Other (c)904
 543
Total$46,328
 $45,680


(a)Includes $13.3 billion and $13.2 billion of net PP&E as of March 31, 2020 and December 31, 2019. WPD is not subject to accounting for the effects of certain types of regulation as prescribed by GAAP.
(b)Includes $2.5 billion of goodwill as of March 31, 2020 and December 31, 2019.
(c)Primarily consists of unallocated items, including cash, PP&E, goodwill, the elimination of inter-segment transactions as well as the assets of Safari Energy.

(PPL Electric, LKE, LG&E and KU)

PPL Electric has 2 operating segments, distribution and transmission, which are aggregated into a single reportable segment. LKE, LG&E and KU are individually single operating and reportable segments.

36



4. Revenue from Contracts with Customers

(All Registrants)

See Note 3 in PPL's 2019 Form 10-K for a discussion of the principal activities from which the Registrants and PPL’s segments generate their revenues.

The following tables reconcile "Operating Revenues" included in each Registrant's Statement of Income with revenues generated from contracts with customers for the period ended March 31.
 2020 Three Months
 PPL PPL Electric LKE LG&E KU
Operating Revenues (a)$2,054
 $608
 $825
 $407
 $432
   Revenues derived from:         
Alternative revenue programs (b)(3) 
 (3) (3) 
Other (c)(10) (2) (6) (3) (3)
Revenues from Contracts with Customers$2,041
 $606
 $816
 $401
 $429
 2019 Three Months
 PPL PPL Electric LKE LG&E KU
Operating Revenues (a)$2,079
 $645
 $845
 $410
 $450
   Revenues derived from:

   

 

 

Alternative revenue programs (b)(6) (4) (2) (2) 
Other (c)(10) (3) (4) (1) (3)
Revenues from Contracts with Customers$2,063
 $638
 $839
 $407
 $447

(a)PPL includes $614 million and $583 million of revenues from external customers reported by the U.K. Regulated segment for the three months ended March 31, 2020 and 2019. PPL Electric and LKE represent revenues from external customers reported by the Pennsylvania Regulated and Kentucky Regulated segments. See Note 3 for additional information.
(b)Alternative revenue programs include the transmission formula rate for PPL Electric, the ECR and DSM programs for LG&E and KU, the GLT program for LG&E, and the generation formula rate for KU. This line item shows the over/under collection of these rate mechanisms with over-collections of revenue shown as positive amounts in the table above and under-collections shown as negative amounts.
(c)Represents additional revenues outside the scope of revenues from contracts with customers, such as leases and other miscellaneous revenues.

The following tables show revenues from contracts with customers disaggregated by customer class for the periods ended March 31.
 2020 Three Months
 PPL (d) PPL Electric (d) LKE LG&E KU
Licensed energy suppliers (a)$583
 $
 $
 $
 $
Residential714
 344
 370
 187
 183
Commercial312
 81
 231
 124
 107
Industrial144
 8
 136
 45
 91
Other (b)116
 14
 66
 28
 38
Wholesale - municipality5
 
 5
 
 5
Wholesale - other (c)8
 
 8
 17
 5
Transmission159
 159
 
 
 
Revenues from Contracts with Customers$2,041
 $606
 $816
 $401
 $429


37


 2019 Three Months
 PPL PPL Electric LKE LG&E KU
Licensed energy suppliers (a)$556
 $
 $
 $
 $
Residential778
 407
 371
 189
 182
Commercial319
 95
 224
 121
 103
Industrial150
 17
 133
 44
 89
Other (b)114
 14
 70
 33
 37
Wholesale - municipality28
 
 28
 
 28
Wholesale - other (c)13
 
 13
 20
 8
Transmission105
 105
 
 
 
Revenues from Contracts with Customers$2,063
 $638
 $839
 $407
 $447

(a)Represents customers of WPD.
(b)Primarily includes revenues from pole attachments, street lighting, other public authorities and other non-core businesses.
(c)Includes wholesale power and transmission revenues. LG&E and KU amounts include intercompany power sales and transmission revenues, which are eliminated upon consolidation at LKE.
(d)In the fourth quarter of 2019, management deemed it appropriate to present the revenue offset associated with network integration transmission service (NITS) as distribution revenue rather than transmission revenue.

As discussed in Note 2 in PPL's 2019 Form 10-K, PPL segments its business by geographic location. Revenues from external customers for each segment/geographic location are reconciled to revenues from contracts with customers in the footnotes to the tables above. PPL Electric's revenues from contracts with customers are further disaggregated by distribution and transmission, which were $447 million and $159 million for the three months ended March 31, 2020 and $533 million and $105 million for the three months ended March 31, 2019.

Contract receivables from customers are primarily included in "Accounts receivable - Customer" and "Unbilled revenues" on the Balance Sheets.

The following table shows the accounts receivable and unbilled revenues balances that were impaired for the period ended March 31.
 Three Months
 2020 2019
PPL$8
 $9
PPL Electric4
 6
LKE2
 2
LG&E1
 1
KU1
 1


The following table shows the balances and certain activity of contract liabilities resulting from contracts with customers.
 PPL PPL Electric LKE LG&E KU
Contract liabilities at December 31, 2019$44
 $21
 $9
 $5
 $4
Contract liabilities at March 31, 202042
 15
 14
 10
 4
Revenue recognized during the three months ended March 31, 2020 that was included in the contract liability balance at December 31, 201923
 8
 9
 5
 4
          
Contract liabilities at December 31, 2018$42
 $23
 $9
 $5
 $4
Contract liabilities at March 31, 201937
 14
 7
 4
 3
Revenue recognized during the three months ended March 31, 2019 that was included in the contract liability balance at December 31, 201825
 11
 9
 5
 4


Contract liabilities result from recording contractual billings in advance for customer attachments to the Registrants' infrastructure and payments received in excess of revenues earned to date. Advanced billings for customer attachments are recognized as revenue ratably over the billing period. Payments received in excess of revenues earned to date are recognized as revenue as services are delivered in subsequent periods.


38


At March 31, 2020, PPL had $32 million of performance obligations attributable to Corporate and Other that have not been satisfied. Of this amount, PPL expects to recognize approximately $28 million within the next 12 months.

5. Earnings Per Share
 
(PPL)
 
Basic EPS is computed by dividing income available to PPL common shareowners by the weighted-average number of common shares outstanding during the applicable period. Diluted EPS is computed by dividing income available to PPL common shareowners by the weighted-average number of common shares outstanding, increased by incremental shares that would be outstanding if potentially dilutive non-participating securities were converted to common shares as calculated using the Treasury Stock Method. Incremental non-participating securities that have a dilutive impact are detailed in the table below. These dilutive securities include the PPL common stock forward sale agreements, which were settled in 2019. The forward sale agreements were dilutive under the Treasury Stock Method to the extent the average stock price of PPL's common shares exceeded the forward sale price prescribed in the agreements.
 
Reconciliations of the amounts of income and shares of PPL common stock (in thousands) for the period ended March 31 used in the EPS calculation are:
 Three Months
 2020 2019
Income (Numerator) 
  
Net income$554
 $466
Less amounts allocated to participating securities1
 
Net income available to PPL common shareowners - Basic and Diluted$553
 $466
    
Shares of Common Stock (Denominator) 
  
Weighted-average shares - Basic EPS767,948
 721,023
Add incremental non-participating securities: 
  
Share-based payment awards790
 1,023
Forward sale agreements
 7,907
Weighted-average shares - Diluted EPS768,738
 729,953
    
Basic EPS 
  
Net Income available to PPL common shareowners$0.72
 $0.65
    
Diluted EPS 
  
Net Income available to PPL common shareowners$0.72
 $0.64
 
For the period ended March 31, PPL issued common stock related to stock-based compensation plans and the DRIP as follows (in thousands):
 Three Months
 2020 2019
Stock-based compensation plans598
 590
DRIP434
 458


For the period ended March 31, the following shares (in thousands) were excluded from the computations of diluted EPS because the effect would have been antidilutive.
 Three Months
 2020 2019
Stock-based compensation awards250
 

 

39


6. Income Taxes

Reconciliations of income tax expense (benefit) for the period ended March 31 are as follows.
(PPL)
 Three Months
 2020 2019
Federal income tax on Income Before Income Taxes at statutory tax rate - 21%$146
 $124
Increase (decrease) due to: 
  
State income taxes, net of federal income tax benefit13
 13
Valuation allowance adjustments6
 7
Impact of lower U.K. income tax rates(11) (8)
Amortization of excess deferred federal and state income taxes(11) (11)
Other(3) 1
Total increase (decrease)(6) 2
Total income tax expense (benefit)$140
 $126

(PPL Electric)   
 Three Months
 2020 2019
Federal income tax on Income Before Income Taxes at statutory tax rate - 21%$33
 $34
Increase (decrease) due to: 
  
State income taxes, net of federal income tax benefit13
 13
Amortization of excess deferred income taxes(3) (4)
Other(2) (1)
Total increase (decrease)8
 8
Total income tax expense (benefit)$41
 $42

(LKE)   
 Three Months
 2020 2019
Federal income tax on Income Before Income Taxes at statutory tax rate - 21%$35
 $33
Increase (decrease) due to: 
  
State income taxes, net of federal income tax benefit7
 6
Amortization of excess deferred federal and state income taxes(7) (6)
Other(1) (1)
Total increase (decrease)(1) (1)
Total income tax expense (benefit)$34
 $32

(LG&E)   
 Three Months
 2020 2019
Federal income tax on Income Before Income Taxes at statutory tax rate - 21%$19
 $17
Increase (decrease) due to: 
  
State income taxes, net of federal income tax benefit4
 3
Amortization of excess deferred federal and state income taxes(3) (3)
Other(1) 
Total increase (decrease)
 
Total income tax expense (benefit)$19
 $17


40


(KU)   
 Three Months
 2020 2019
Federal income tax on Income Before Income Taxes at statutory tax rate - 21%$21
 $22
Increase (decrease) due to: 
  
State income taxes, net of federal income tax benefit4
 4
Amortization of excess deferred federal and state income taxes(4) (3)
Other(1) (1)
Total increase (decrease)(1) 
Total income tax expense (benefit)$20
 $22


Other

2020 TCJA Regulatory Update (All Registrants)

The IRS issued proposed regulations for certain provisions of the TCJA in 2018, including rules relating to limitations on interest deductibility. These proposed regulations were issued in November 2018 and should not apply to the Registrants until the year in which the regulations are issued in final form, which is expected to be in 2020. It is uncertain what form the final regulations will take and, therefore, the Registrants cannot predict what impact the final regulations will have on the tax deductibility of interest expense. However, if the proposed regulations were issued as final in their current form, the Registrants could have a limitation on a portion of their interest expense deduction for tax purposes and such limitation could be significant. PPL expressed its views on these proposed regulations in a comment letter addressed to the IRS on February 26, 2019.

7. Utility Rate Regulation

(All Registrants)

The following table provides information about the regulatory assets and liabilities of cost-based rate-regulated utility operations.
 PPL PPL Electric
 March 31,
2020
 December 31,
2019
 March 31,
2020
 December 31,
2019
Current Regulatory Assets:       
Plant outage costs$44
 $32
 $
 $
Gas supply clause5
 8
 
 
Smart meter rider15
 13
 15
 13
Transmission formula rate
 
 3
 3
Transmission service charge5
 10
 5
 10
Other6
 4
 
 
Total current regulatory assets (a)$75
 $67
 $23
 $26
        
Noncurrent Regulatory Assets: 
      
Defined benefit plans$788
 $800
 $460
 $467
Storm costs34
 39
 12
 15
Unamortized loss on debt37
 41
 15
 18
Interest rate swaps29
 22
 
 
Terminated interest rate swaps80
 81
 
 
Accumulated cost of removal of utility plant222
 220
 222
 220
AROs282
 279
 
 
Act 129 compliance rider
 6
 
 6
Other5
 4
 1
 
Total noncurrent regulatory assets$1,477
 $1,492
 $710
 $726

41


 PPL PPL Electric
 March 31,
2020
 December 31,
2019
 March 31,
2020
 December 31,
2019
Current Regulatory Liabilities:       
Generation supply charge$24
 $23
 $24
 $23
Environmental cost recovery4
 5
 
 
Universal service rider5
 9
 5
 9
Fuel adjustment clause6
 8
 
 
TCJA customer refund46
 61
 46
 59
Storm damage expense rider8
 5
 8
 5
Other6
 4
 
 
Total current regulatory liabilities$99
 $115
 $83
 $96
        
Noncurrent Regulatory Liabilities:       
Accumulated cost of removal of utility plant$640
 $640
 $
 $
Power purchase agreement - OVEC49
 51
 
 
Net deferred taxes1,739
 1,756
 580
 588
Defined benefit plans53
 51
 13
 11
Terminated interest rate swaps68
 68
 
 
Act 129 compliance rider
 
 2
 
Other8
 6
 
 
Total noncurrent regulatory liabilities$2,557
 $2,572
 $595
 $599
 LKE LG&E KU
 March 31,
2020
 December 31,
2019
 March 31,
2020
 December 31,
2019
 March 31,
2020
 December 31,
2019
Current Regulatory Assets:           
Plant outage costs$44
 $32
 $18
 $16
 $26
 $16
Gas supply clause5
 8
 5
 8
 
 
Other3
 1
 3
 1
 
 
Total current regulatory assets$52
 $41
 $26
 $25
 $26
 $16
            
Noncurrent Regulatory Assets:           
Defined benefit plans$328
 $333
 $202
 $206
 $126
 $127
Storm costs22
 24
 14
 14
 8
 10
Unamortized loss on debt22
 23
 13
 14
 9
 9
Interest rate swaps29
 22
 29
 22
 
 
Terminated interest rate swaps80
 81
 47
 47
 33
 34
AROs282
 279
 77
 76
 205
 203
Other4
 4
 1
 1
 3
 3
Total noncurrent regulatory assets$767
 $766
 $383
 $380
 $384
 $386

42


 LKE LG&E KU
 March 31,
2020
 December 31,
2019
 March 31,
2020
 December 31,
2019
 March 31,
2020
 December 31,
2019
Current Regulatory Liabilities:           
Environmental cost recovery$4
 $5
 $
 $1
 $4
 $4
Demand side management2
 3
 1
 1
 1
 2
Fuel adjustment clause6
 8
 
 
 6
 8
Other4
 3
 
 
 4
 3
Total current regulatory liabilities$16
 $19
 $1
 $2
 $15
 $17
            
Noncurrent Regulatory Liabilities:           
Accumulated cost of removal
of utility plant
$640
 $640
 $267
 $266
 $373
 $374
Power purchase agreement - OVEC49
 51
 34
 35
 15
 16
Net deferred taxes1,159
 1,168
 540
 544
 619
 624
Defined benefit plans40
 40
 
 
 40
 40
Terminated interest rate swaps68
 68
 34
 34
 34
 34
Other6
 6
 4
 4
 2
 2
Total noncurrent regulatory liabilities$1,962
 $1,973
 $879
 $883
 $1,083
 $1,090
  
(a)For PPL, these amounts are included in "Other current assets" on the Balance Sheets.

Regulatory Matters

Kentucky Activities

ECR Filings (PPL, LKE, LG&E and KU)

On March 31, 2020, LG&E and KU submitted applications to the KPSC for ECR rate treatment regarding upcoming environmental construction projects relating to the EPA's regulations addressing ELGs. The construction projects are expected to begin in 2020 and continue through 2024 and are estimated to cost approximately $405 million ($153 million at LG&E and $252 million at KU). The applications request an authorized 9.725% return on equity with respect to LG&E's and KU's ECR mechanisms consistent with the 2018 Kentucky rate cases approved in April 2019. Decisions on the applications are currently expected in September 2020.

Pennsylvania Activities 
 
Act 129 (PPL and PPL Electric)
 
The Pennsylvania Public Utility Code requires electric distribution companies, including PPL Electric, to act as a DSP, which provides electricity generation supply service to customers pursuant to a PUC-approved default service procurement plan. The DSP is able to recover the costs associated with its default service procurement plan.
 
In March 2020, PPL Electric filed a Petition for Approval of a new default service program and procurement plan with the PUC for the period June 1, 2021 through May 31, 2025. This proceeding remains pending before the PUC. PPL Electric cannot predict the outcome of this proceeding.

Federal Matters

FERC Transmission Rate Filing

(PPL, LKE, LG&E and KU)

In 2018, LG&E and KU applied to the FERC requesting elimination of certain on-going credits to a sub-set of transmission customers relating to the 1998 merger of LG&E's and KU's parent entities and the 2006 withdrawal of LG&E and KU from the Midcontinent Independent System Operator, Inc. (MISO), a regional transmission operator and energy market. The application seeks termination of LG&E's and KU's commitment to provide certain Kentucky municipalities mitigation for certain

43


horizontal market power concerns arising out of the 1998 LG&E and KU merger and 2006 MISO withdrawal. The amounts at issue are generally waivers or credits granted to a limited number of Kentucky municipalities for either certain LG&E and KU or MISO transmission charges incurred for transmission service received. Due to the development of robust, accessible energy markets over time, LG&E and KU believe the mitigation commitments are no longer relevant or appropriate. In March 2019, the FERC granted LG&E's and KU's request to remove the ongoing credits, conditioned upon the implementation by LG&E and KU of a transition mechanism for certain existing power supply arrangements, subject to FERC review and approval. In July 2019, LG&E and KU proposed their transition mechanism to the FERC and in September 2019, the FERC rejected the proposed transition mechanism and issued a separate order providing clarifications of certain aspects of the March order. In October 2019, LG&E and KU filed requests for rehearing and clarification on the two September orders. In November 2019, the FERC granted LG&E and KU's and other parties' rehearing requests. Additionally, certain petitions for review of FERC's orders have been filed by multiple parties, including LG&E and KU, at the D.C. Circuit Court of Appeals. LG&E and KU cannot predict the outcome of the proceedings. In February 2020, the D.C. Circuit Court of Appeals issued an order holding the various appeals in abeyance pending the FERC's rehearing process. LG&E and KU currently receive recovery of waivers and credits provided through other rate mechanisms.

(PPL and PPL Electric)

In April 2020, PPL Electric filed its annual transmission formula rate update with the FERC, reflecting a revised revenue requirement that will take effect in June 2020.

Other

Purchase of Receivables Program (PPL and PPL Electric)

In accordance with a PUC-approved purchase of accounts receivable program, PPL Electric purchases certain accounts receivable from alternative electricity suppliers at a discount, which reflects a provision for credit losses. The alternative electricity suppliers have no continuing involvement or interest in the purchased accounts receivable. Accounts receivable that are acquired are initially recorded at fair value on the date of acquisition. During the three months ended March 31, 2020 and 2019, PPL Electric purchased $311 million and $348 million of accounts receivable from alternate suppliers.

8. Financing Activities

Credit Arrangements and Short-term Debt

(All Registrants)

The Registrants maintain credit facilities to enhance liquidity, provide credit support and act as a backstop to commercial paper programs. For reporting purposes, on a consolidated basis, the credit facilities and commercial paper programs of PPL Electric, LKE, LG&E and KU also apply to PPL and the credit facilities and commercial paper programs of LG&E and KU also apply to LKE. The amounts listed in the borrowed column below are recorded as "Short-term debt" on the Balance Sheets. The following credit facilities were in place at:

44


 March 31, 2020 December 31, 2019
 
Expiration
Date
 Capacity Borrowed 
Letters of
Credit
and
Commercial
Paper
Issued
 
Unused
Capacity
 Borrowed 
Letters of
Credit
and
Commercial
Paper
Issued
PPL   
  
  
  
  
  
U.K.   
  
  
  
  
  
WPD plc   
  
  
  
  
  
Syndicated Credit Facility (a)Jan. 2023 £210
 £156
 £
 £56
 £155
 £
WPD (South West)   
  
  
  
  
  
Syndicated Credit Facility (b)July 2021 245
 
 
 245
 40
 
WPD (East Midlands)   
  
  
  
  
  
Syndicated Credit FacilityJuly 2021 300
 
 
 300
 
 
WPD (West Midlands)   
  
  
  
  
  
Syndicated Credit Facility (c)July 2021 300
 54
 
 246
 48
 
Uncommitted Credit Facilities  100
 
 4
 96
 
 4
Total U.K. Credit Facilities (d)  £1,155
 £210
 £4
 £943
 £243
 £4
U.S.             
PPL Capital Funding (e)             
Syndicated Credit FacilityJan. 2024 $1,450
 $575
 $180
 $695
 $
 $450
Term Loan Credit FacilityMar. 2021 200
 200
 
 
 
 
Bilateral Credit FacilityMar. 2021 50
 50
 
 
 
 
Bilateral Credit FacilityMar. 2021 50
 34
 15
 1
 
 15
Total PPL Capital Funding Credit Facilities  $1,750
 $859
 $195
 $696
 $
 $465
              
PPL Electric   
  
  
  
  
  
Syndicated Credit Facility (f)Jan. 2024 $650
 $85
 $1
 $564
 $
 $1
              
LG&E   
  
  
  
  
  
Syndicated Credit Facility (g)Jan. 2024 $500
 $100
 $59
 $341
 $
 $238
Total LG&E Credit Facilities  $500
 $100
 $59
 $341
 $
 $238
              
KU   
  
  
  
  
  
Syndicated Credit Facility (g)Jan. 2024 $400
 $100
 $44
 $256
 $
 $150
Total KU Credit Facilities  $400
 $100
 $44
 $256
 $
 $150
 
(a)The amounts borrowed at March 31, 2020 and December 31, 2019 were USD-denominated borrowings of $200 million for both periods, which bore interest at 2.43% and 2.52%. The interest rates on the borrowings are equal to one-month USD LIBOR plus a spread. The unused capacity reflects the amounts borrowed in GBP of £154 million as of the date borrowed.
(b)The amount borrowed at December 31, 2019 was GBP-denominated borrowings which equated to $51 million and bore interest at 1.09%.
(c)The amount borrowed at March 31, 2020 and December 31, 2019 were GBP-denominated borrowings which equated to $69 million and $62 million and bore interest at 1.11%. The interest rates on the borrowings are equal to one-month GBP LIBOR plus a margin.
(d)At March 31, 2020, the unused capacity under the U.K. credit facilities was $1.2 billion.
(e)The interest rates on the borrowings are based on one-month LIBOR plus a spread, which resulted in a weighted-average rate of 1.97% at March 31, 2020.
(f)The interest rate on the borrowing is equal to one-month LIBOR plus a spread, which was 1.96% at March 31, 2020.
(g)The interest rates on the borrowings are equal to one-month LIBOR plus a spread, which were 1.81% at March 31, 2020.

(PPL)

In March 2020, PPL Capital Funding entered into a $200 million term loan credit facility expiring in March 2021 and borrowed the full principal amount under the facility at an initial interest rate of 1.96%. The applicable interest rate on borrowings fluctuates periodically and is based on LIBOR plus a spread. The proceeds were used to repay short-term debt and for general corporate purposes.

45



On April 1, 2020, PPL Capital Funding entered into a $100 million term loan credit facility expiring in March 2021 and borrowed the full principal amount under the facility at an initial interest rate of 1.73%. The applicable interest rate on borrowings fluctuates periodically and is based on LIBOR plus a spread. The proceeds will be used to repay short-term debt and for general corporate purposes.

PPL has guaranteed PPL Capital Funding's obligations under these credit agreements.

(All Registrants)

PPL, PPL Electric, LG&E and KU maintain commercial paper programs to provide an additional financing source to fund short-term liquidity needs. Commercial paper issuances, included in "Short-term debt" on the Balance Sheets, are supported by the respective Registrant's credit facilities. The following commercial paper programs were in place at:
 March 31, 2020 December 31, 2019
 
Weighted -
Average
Interest Rate
 Capacity 
Commercial
Paper
Issuances
 
Unused
Capacity
 
Weighted -
Average
Interest Rate
 
Commercial
Paper
Issuances
PPL Capital Funding1.91% $1,500
 $180
 $1,320
 2.13% $450
PPL Electric 

 650
 
 650
 
 
LG&E1.71% 350
 59
 291
 2.07% 238
KU1.65% 350
 44
 306
 2.02% 150
Total  $2,850
 $283
 $2,567
   $838


(PPL Electric, LKE, LG&E, and KU)

See Note 11 for discussion of intercompany borrowings.

Long-term Debt

(PPL)

On April 1, 2020, PPL Capital Funding entered into a $100 million term loan credit facility expiring in March 2022 and borrowed the full principal amount under the facility at an initial interest rate of 1.72%. The applicable interest rate on borrowings fluctuates periodically and is based on LIBOR plus a spread. The proceeds will be used to repay short-term debt and for general corporate purposes.

On April 1, 2020, PPL Capital Funding issued $1 billion of 4.125% Senior Notes due 2030. PPL Capital Funding received proceeds of $993 million, net of a discount and underwriting fees, which will be used to repay short-term debt and for general corporate purposes.

PPL has guaranteed PPL Capital Funding's obligations under the credit agreement and notes.

Equity Securities

ATM Program

In February 2018, PPL entered into an equity distribution agreement, pursuant to which PPL may sell, from time to time, up to an aggregate of $1.0 billion of its common stock through an at-the-market offering program, including a forward sales component. The compensation paid to the selling agents by PPL may be up to 2% of the gross offering proceeds of the shares. There were 0 issuances under the ATM program for the three months ended March 31, 2020.

Distributions

In February 2020, PPL declared a quarterly common stock dividend, payable April 1, 2020, of 41.50 cents per share (equivalent to $1.66 per annum). Future dividends, declared at the discretion of the Board of Directors, will depend upon future earnings, cash flows, financial and legal requirements and other factors.


46


9. Defined Benefits

(PPL, LKE and LG&E)

Certain net periodic defined benefit costs are applied to accounts that are further distributed among capital, expense, regulatory assets and regulatory liabilities, including certain costs allocated to applicable subsidiaries for plans sponsored by PPL Services and LKE. Following are the net periodic defined benefit costs (credits) of the plans sponsored by PPL and its subsidiaries, LKE, and LG&E for the periods ended March 31:
 Pension Benefits
 Three Months
 U.S. U.K.
 2020 2019 2020 2019
PPL       
Service cost$13
 $13
 $23
 $17
Interest cost38
 41
 36
 47
Expected return on plan assets(60) (61) (158) (148)
Amortization of:       
Prior service cost2
 2
 
 
Actuarial loss20
 13
 54
 24
Net periodic defined benefit costs (credits) before settlements13
 8
 (45) (60)
Settlements
 1
 
 
Net periodic defined benefit costs (credits)$13
 $9
 $(45) $(60)

 Pension Benefits
 Three Months
 2020 2019
LKE   
Service cost$5
 $6
Interest cost16
 16
Expected return on plan assets(24) (25)
Amortization of:   
Prior service cost2
 2
Actuarial loss (a)9
 4
Net periodic defined benefit costs$8
 $3


(a)As a result of treatment approved by the KPSC, the difference between actuarial loss calculated in accordance with LKE's accounting policy and actuarial loss calculated using a 15-year amortization period was $3 million for the three months ended March 31, 2020 and not significant for the three months ended March 31, 2019. This difference is recorded as a regulatory asset.

 Pension Benefits
 Three Months
 2019 (a)
LG&E 
Interest cost$3
Expected return on plan assets(6)
Amortization of: 
Prior service cost1
Actuarial loss2
Net periodic defined benefit costs$

(a)The pension plans sponsored by LKE and LG&E were merged effective January 1, 2020 into the LG&E and KU Pension Plan, sponsored by LKE


47


 Other Postretirement Benefits
 Three Months
 2020 2019
PPL   
Service cost$2
 $1
Interest cost5
 6
Expected return on plan assets(5) (5)
Net periodic defined benefit costs$2
 $2
    
LKE   
Service cost$1
 $1
Interest cost2
 2
Expected return on plan assets(2) (2)
Net periodic defined benefit costs$1
 $1


(PPL Electric, LG&E and KU)

PPL Electric is allocated costs of defined benefit plans sponsored by PPL Services and LG&E and KU are allocated costs of defined benefit plans sponsored by LKE. LG&E and KU are also allocated costs of defined benefit plans from LKS for defined benefit plans sponsored by LKE. See Note 11 for additional information on costs allocated to LG&E and KU from LKS. These allocations are based on participation in those plans, which management believes are reasonable. For the periods ended March 31, PPL Services allocated the following net periodic defined benefit costs to PPL Electric, and LKE allocated the following net periodic defined benefit costs to LG&E and KU:
 Three Months
 2020 2019
PPL Electric$3
 $3
LG&E (a)3
 1
KU1
 


(a)Allocations to LG&E increased in 2020 primarily due to the merger of plans sponsored by LKE and LG&E effective January 1, 2020 into the LG&E and KU Pension Plan.

(All Registrants)

The non-service cost components of net periodic defined benefit costs (credits) (interest cost, expected return on plan assets, amortization of prior service cost and amortization of actuarial gain and loss) are presented in "Other Income (Expense) - net" on the Statements of Income. See Note 12 for additional information.

10. Commitments and Contingencies

Legal Matters

(All Registrants)

PPL and its subsidiaries are involved in legal proceedings, claims and litigation in the ordinary course of business. PPL and its subsidiaries cannot predict the outcome of such matters, or whether such matters may result in material liabilities, unless otherwise noted.


48


Talen Litigation (PPL)

Background

In September 2013, one of PPL's former subsidiaries, PPL Montana entered into an agreement to sell its hydroelectric generating facilities. In June 2014, PPL and PPL Energy Supply, the parent company of PPL Montana, entered into various definitive agreements with affiliates of Riverstone to spin off PPL Energy Supply and ultimately combine it with Riverstone's competitive power generation businesses to form a stand-alone company named Talen Energy. In November 2014, after executing the spinoff agreements but prior to the closing of the spinoff transaction, PPL Montana closed the sale of its hydroelectric generating facilities. Subsequently, on June 1, 2015, the spinoff of PPL Energy Supply was completed. Following the spinoff transaction, PPL had no continuing ownership interest in or control of PPL Energy Supply. In connection with the spinoff transaction, PPL Montana became Talen Montana, LLC (Talen Montana), a subsidiary of Talen Energy. Talen Energy Marketing also became a subsidiary of Talen Energy as a result of the June 2015 spinoff of PPL Energy Supply. Talen Energy has owned and operated both Talen Montana and Talen Energy Marketing since the spinoff. At the time of the spinoff, affiliates of Riverstone acquired a 35% ownership interest in Talen Energy. Riverstone subsequently acquired the remaining interests in Talen Energy in a take private transaction in December 2016.

Talen Montana, LLC v. PPL Corporation et al.

On October 29, 2018, Talen Montana filed a complaint against PPL and certain of its affiliates and current and former officers and directors in the First Judicial District of the State of Montana, Lewis & Clark County (Talen Direct Action). Talen Montana alleges that in November 2014, PPL and certain officers and directors improperly distributed to PPL's subsidiaries $733 million of the proceeds from the sale of Talen Montana's (then PPL Montana's) hydroelectric generating facilities, rendering PPL Montana insolvent. The complaint includes claims for, among other things, breach of fiduciary duty; aiding and abetting breach of fiduciary duty; breach of an LLC agreement; breach of the implied duty of good faith and fair dealing; tortious interference; negligent misrepresentation; and constructive fraud. Talen Montana is seeking unspecified damages, including punitive damages, and other relief. In December 2018, PPL moved to dismiss the Talen Direct Action for lack of jurisdiction and, in the alternative, to dismiss because Delaware is the appropriate forum to decide this case. In January 2019, Talen Montana dismissed without prejudice all current and former PPL Corporation directors from the case. The parties engaged in limited jurisdictional discovery, and the Court heard oral argument regarding the PPL parties' motion to dismiss on August 22, 2019. On December 4, 2019, the Court granted PPL's motion to dismiss and on December 26, 2019, a judgment dismissing all claims against all defendants with prejudice was signed by the Court. No appeal was filed and this matter is now concluded.

Talen Montana Retirement Plan and Talen Energy Marketing, LLC, Individually and on Behalf of All Others Similarly Situated v. PPL Corporation et al.

Also, on October 29, 2018, Talen Montana Retirement Plan and Talen Energy Marketing filed a putative class action complaint on behalf of current and contingent creditors of Talen Montana who allegedly suffered harm or allegedly will suffer reasonably foreseeable harm as a result of the November 2014 distribution. The action was filed in the Sixteenth Judicial District of the State of Montana, Rosebud County, against PPL and certain of its affiliates and current and former officers and directors (Talen Putative Class Action). The plaintiffs assert claims for, among other things, fraudulent transfer, both actual and constructive; recovery against subsequent transferees; civil conspiracy; aiding and abetting tortious conduct; and unjust enrichment. They are seeking avoidance of the purportedly fraudulent transfer, unspecified damages, including punitive damages, the imposition of a constructive trust, and other relief. In December 2018, PPL removed the Talen Putative Class Action from the Sixteenth Judicial District of the State of Montana to the United States District Court for the District of Montana, Billings Division (MT Federal Court). In January 2019, the plaintiffs moved to remand the Talen Putative Class Action back to state court, and dismissed without prejudice all current and former PPL Corporation directors from the case. In September 2019, the MT Federal Court granted plaintiffs' motion to remand the case back to state court, and the PPL defendants promptly petitioned the Ninth Circuit Court of Appeals to grant an appeal of the remand decision. On November 21, 2019, the Ninth Circuit Court of Appeals denied that request and on December 30, 2019, Talen Montana Retirement Plan filed a Second Amended Complaint in the Sixteenth Judicial District of the State of Montana, Rosebud County, which removed Talen Energy Marketing, LLC as a plaintiff. On January 31, 2020, PPL defendants filed a motion to dismiss the Second Amended Complaint. The Court has scheduled a hearing date of June 24, 2020 to hear oral argument regarding the motion to dismiss.

PPL Corporation et al. vs. Riverstone Holdings LLC, Talen Energy Corporation et al.

On November 30, 2018, PPL, certain PPL affiliates, and certain current and former officers and directors (PPL plaintiffs) filed a complaint in the Court of Chancery of the State of Delaware seeking various forms of relief against Riverstone, Talen Energy

49


and certain of their affiliates (Delaware Action). In the complaint, the PPL plaintiffs ask the Delaware Court of Chancery for declaratory and injunctive relief. This includes a declaratory judgment that, under the separation agreement governing the spinoff of PPL Energy Supply, all related claims that arise must be heard in Delaware; that the statute of limitations in Delaware and the spinoff agreement bar these claims at this point; that PPL is not liable for the claims in either the Talen Direct Action or the Talen Putative Class Action as PPL Montana was solvent at all relevant times; and that the separation agreement requires that Talen Energy indemnify PPL for all losses arising from the debts of Talen Montana, among other things. PPL's complaint also seeks damages against Riverstone for interfering with the separation agreement and against Riverstone affiliates for breach of the implied covenant of good faith and fair dealing. The complaint was subsequently amended on January 11, 2019 and March 20, 2019, including to add claims related to indemnification with respect to the Talen Direct Action and the Talen Putative Class Action (together, the Montana Actions), request a declaration that the Montana Actions are time-barred under the spinoff agreements, and allege additional facts to support the tortious interference claim. In April 2019, the defendants filed motions to dismiss the amended complaint. In July 2019, the Court heard oral arguments from the parties regarding the motions to dismiss. On October 23, 2019, the Delaware Court of Chancery returned its opinion on the defendants’ motions to dismiss sustaining all of the PPL plaintiffs' claims except for the claim for breach of implied covenant of good faith and fair dealing. Discovery is underway; however, on January 30, 2020, Talen Energy filed a new motion to dismiss five of the remaining eight claims in the amended complaint. Oral argument on the motion to dismiss is scheduled for May 28, 2020. A tentative trial date has been scheduled for June 2021.

With respect to each of the Talen-related matters described above, PPL believes that the 2014 distribution of proceeds was made in compliance with all applicable laws and that PPL Montana was solvent at all relevant times. Additionally, the agreements entered into in connection with the spinoff, which PPL and affiliates of Talen Energy and Riverstone negotiated and executed prior to the 2014 distribution, directly address the treatment of the proceeds from the sale of PPL Montana's hydroelectric generating facilities; in those agreements, Talen Energy and Riverstone definitively agreed that PPL was entitled to retain the proceeds.

PPL believes that it has meritorious defenses to the claims made in the Talen Putative Class Action and intends to continue to vigorously defend against this action. The Talen Putative Class Action and the Delaware Action are both in early stages of litigation; at this time, PPL cannot predict the outcome of these matters or estimate the range of possible losses, if any, that PPL might incur as a result of the claims, although they could be material.

(PPL, LKE and LG&E)

Cane Run Environmental Claims

In December 2013, 6 residents, on behalf of themselves and others similarly situated, filed a class action complaint against LG&E and PPL in the U.S. District Court for the Western District of Kentucky (U.S. District Court) alleging violations of the Clean Air Act, RCRA, and common law claims of nuisance, trespass and negligence. In July 2014, the U.S. District Court
dismissed the RCRA claims and all but 1 Clean Air Act claim, but declined to dismiss the common law tort claims. In February 2017, the U.S. District Court dismissed PPL as a defendant and dismissed the final federal claim against LG&E, and in April 2017, issued an Order declining to exercise supplemental jurisdiction on the state law claims dismissing the case in its entirety. In June 2017, the plaintiffs filed a class action complaint in Jefferson County, Kentucky Circuit Court, against LG&E alleging state law nuisance, negligence and trespass tort claims. The plaintiffs seek compensatory and punitive damages for alleged property damage due to purported plant emissions on behalf of a class of residents within 1 to 3 miles of the plant. On January 8, 2020, the Jefferson Circuit Court issued an order denying the plaintiffs’ request for class certification. On January 14, 2020, the plaintiffs filed a notice of appeal in the Kentucky Court of Appeals. PPL, LKE and LG&E cannot predict the outcome of this matter and an estimate or range of possible losses cannot be determined.

(PPL, LKE and KU)

E.W. Brown Environmental Claims

In July 2017, the Kentucky Waterways Alliance and the Sierra Club filed a citizen suit complaint against KU in the U.S. District Court for the Eastern District of Kentucky (U.S. District Court) alleging discharges at the E.W. Brown plant in violation of the Clean Water Act and the plant's water discharge permit and alleging contamination that may present an imminent and substantial endangerment in violation of the RCRA. The plaintiffs' suit relates to prior notices of intent to file a citizen suit submitted in October and November 2015 and October 2016. These plaintiffs sought injunctive relief ordering KU to take all actions necessary to comply with the Clean Water Act and RCRA, including ceasing the discharges in question, abating effects associated with prior discharges and eliminating the alleged imminent and substantial endangerment. These plaintiffs also

50


sought assessment of civil penalties and an award of litigation costs and attorney fees. In December 2017, the U.S. District Court issued an Order dismissing the Clean Water Act and RCRA complaints against KU in their entirety. In January 2018, the plaintiffs appealed the dismissal Order to the U.S. Court of Appeals for the Sixth Circuit. In September 2018, the U.S. Court of Appeals for the Sixth Circuit issued its ruling affirming the lower court's decision to dismiss the Clean Water Act claims but reversing its dismissal of the RCRA claims against KU and remanding the latter to the U.S. District Court. In October 2018, KU filed a petition for rehearing to the U.S. Court of Appeals for the Sixth Circuit regarding the RCRA claims. In November 2018, the U.S. Court of Appeals for the Sixth Circuit denied KU's petition for rehearing regarding the RCRA claims. In January 2019, KU filed an answer to plaintiffs’ complaint in the U.S. District Court. A trial has been scheduled to begin in February 2021. PPL, LKE and KU cannot predict the outcome of these matters and an estimate or range of possible losses cannot be determined.

KU is undertaking extensive remedial measures at the E.W. Brown plant including closure of the former ash pond, implementation of a groundwater remedial action plan and performance of a corrective action plan including aquatic study of adjacent surface waters and risk assessment. The aquatic study and risk assessment are being undertaken pursuant to a 2017 agreed Order with the Kentucky Energy and Environment Cabinet (KEEC). KU conducted sampling of Herrington Lake in 2017 and 2018. In June 2019, KU submitted to the KEEC the required aquatic study and risk assessment, conducted by an independent third-party consultant, finding that discharges from the E.W. Brown plant have not had any significant impact on Herrington Lake and that the water in the lake is safe for recreational use and meets safe drinking water standards. However, until the KEEC assesses the study and issues any regulatory determinations, PPL, LKE and KU are unable to determine whether additional remedial measures will be required at the E.W. Brown plant.

Air

Sulfuric Acid Mist Emissions (PPL, LKE and LG&E)

In June 2016, the EPA issued a notice of violation under the Clean Air Act alleging that LG&E violated applicable rules relating to sulfuric acid mist emissions at its Mill Creek plant. The notice alleges failure to install proper controls, failure to operate the facility consistent with good air pollution control practice, and causing emissions exceeding applicable requirements or constituting a nuisance or endangerment. LG&E believes it has complied with applicable regulations during the relevant time period. Discussions between the EPA and LG&E are ongoing. The parties have entered into a tolling agreement with respect to this matter through July 31, 2020. The parties are conducting negotiations regarding potential settlement of the matter. PPL, LKE and LG&E are unable to predict the outcome of this matter or the potential impact on operations of the Mill Creek plant, including increased capital or operating costs, and potential civil penalties or remedial measures, if any.

Water/Waste

(PPL, LKE, LG&E and KU)

ELGs

In 2015, the EPA finalized ELGs for wastewater discharge permits for new and existing steam electricity generating facilities. These guidelines require deployment of additional control technologies providing physical, chemical and biological treatment and mandate operational changes including "no discharge" requirements for certain wastewaters. The implementation date for individual generating stations was to be determined by the states on a case-by-case basis according to criteria provided by the EPA. Legal challenges to the final rule were consolidated before the U.S. Court of Appeals for the Fifth Circuit. In April 2017, the EPA announced that it would grant petitions for reconsideration of the rule. In September 2017, the EPA issued a rule to postpone the compliance date for certain requirements. On November 25, 2019, the EPA issued proposed revisions to its best available technology standards for certain wastewaters. The EPA expects to complete its reconsideration of best available technology standards by the fall of 2020. Upon completion of the ongoing regulatory proceedings, the rule will be implemented by the states in the course of their normal permitting activities. LG&E and KU are developing compliance strategies and schedules. PPL, LKE, LG&E and KU are unable to predict the outcome of the EPA's pending reconsideration of the rule or fully estimate compliance costs or timing. Additionally, certain aspects of these compliance plans and estimates relate to developments in state water quality standards, which are separate from the ELG rule or its implementation. Costs to comply with ELGs or other discharge limits are expected to be significant. Certain costs are included in the Registrants' capital plans and are subject to rate recovery. See Note 7 for additional information regarding LG&E’s and KU’s applications for ECR rate treatment of construction costs relating to regulations addressing ELGs.


51


CCRs

In 2015, the EPA issued a final rule governing management of CCRs which include fly ash, bottom ash and sulfur dioxide scrubber wastes. The CCR Rule imposes extensive new requirements for certain CCR impoundments and landfills, including public notifications, location restrictions, design and operating standards, groundwater monitoring and corrective action requirements, and closure and post-closure care requirements, and specifies restrictions relating to the beneficial use of CCRs. Legal challenges to the final rule are pending before the D.C. Circuit Court of Appeals. In July 2018, the EPA issued a final rule extending the deadline for closure of certain impoundments and adopting other substantive changes. In August 2018, the D.C. Circuit Court of Appeals vacated and remanded portions of the CCR Rule. In December 2019, the EPA addressed the deficiencies identified by the court and proposed amendments to change the closure deadline to August 31, 2020, but allow certain extensions. EPA has announced that additional amendments to the rule are planned. PPL, LKE, LG&E and KU are unable to predict the outcome of the ongoing litigation and rulemaking or potential impacts on current LG&E and KU compliance plans. The Registrants are currently finalizing closure plans and schedules.

In January 2017, Kentucky issued a new state rule relating to CCR management, effective May 2017, aimed at reflecting the requirements of the federal CCR rule. As a result of a subsequent legal challenge, in January 2018, the Franklin County, Kentucky Circuit Court issued an opinion invalidating certain procedural elements of the rule. LG&E and KU presently operate their facilities under continuing permits authorized under the former program and do not currently anticipate material impacts as a result of the judicial ruling. The Kentucky Energy and Environmental Cabinet has announced it intends to propose new state rules aimed at addressing procedural deficiencies identified by the court and providing the regulatory framework necessary for operation of the state program in lieu of the federal CCR Rule. Associated costs are expected to be subject to rate recovery.

LG&E and KU received KPSC approval for a compliance plan providing for the closure of impoundments at the Mill Creek, Trimble County, E.W. Brown, and Ghent stations, and construction of process water management facilities at those plants. In addition to the foregoing measures required for compliance with the federal CCR rule, KU also received KPSC approval for its plans to close impoundments at the retired Green River, Pineville and Tyrone plants to comply with applicable state law. Since 2017, LG&E and KU have commenced closure of many of the subject impoundments and have completed closure of some of their smaller impoundments. LG&E and KU expect to commence closure of the remaining impoundments no later than August 2020. LG&E and KU generally expect to complete impoundment closures within five years of commencement, although a longer period may be required to complete closure of some facilities. Associated costs are expected to be subject to rate recovery.

In connection with the final CCR rule, LG&E and KU recorded adjustments to existing AROs beginning in 2015 and continue to record adjustments as required. See Note 15 for additional information. Further changes to AROs, current capital plans or operating costs may be required as estimates are refined based on closure developments, groundwater monitoring results, and regulatory or legal proceedings. Costs relating to this rule are subject to rate recovery.

(All Registrants)

Superfund and Other Remediation
 
PPL Electric, LG&E and KU are potentially responsible for investigating and remediating contamination under the federal Superfund program and similar state programs. Actions are under way at certain sites including former coal gas manufacturing plants in Pennsylvania and Kentucky previously owned or operated by, or currently owned by predecessors or affiliates of, PPL Electric, LG&E and KU. PPL Electric is potentially responsible for a share of clean-up costs at certain sites including the Columbia Gas Plant site and the Brodhead site. Clean-up actions have been or are being undertaken at all of these sites, the costs of which have not been and are not expected to be significant to PPL Electric.
 
As of March 31, 2020 and December 31, 2019, PPL Electric had a recorded liability of $10 million representing its best estimate of the probable loss incurred to remediate the sites identified above. Depending on the outcome of investigations at identified sites where investigations have not begun or been completed, or developments at sites for which information is incomplete, additional costs of remediation could be incurred. PPL Electric, LG&E and KU lack sufficient information about such additional sites to estimate any potential liability or range of reasonably possible losses, if any, related to these sites. Such costs, however, are not expected to be significant.

The EPA is evaluating the risks associated with polycyclic aromatic hydrocarbons and naphthalene, chemical by-products of coal gas manufacturing. As a result, individual states may establish stricter standards for water quality and soil cleanup, that

52


could require several PPL subsidiaries to take more extensive assessment and remedial actions at former coal gas manufacturing plants. PPL, PPL Electric, LKE, LG&E and KU cannot estimate a range of possible losses, if any, related to these matters.

Regulatory Issues (All Registrants)

See Note 7 for information on regulatory matters related to utility rate regulation.

Electricity - Reliability Standards

The NERC is responsible for establishing and enforcing mandatory reliability standards (Reliability Standards) regarding the bulk electric system in North America. The FERC oversees this process and independently enforces the Reliability Standards.

The Reliability Standards have the force and effect of law and apply to certain users of the bulk electric system, including electric utility companies, generators and marketers. Under the Federal Power Act, the FERC may assess civil penalties for certain violations.

PPL Electric, LG&E and KU monitor their compliance with the Reliability Standards and self-report or self-log potential violations of applicable reliability requirements whenever identified, and submit accompanying mitigation plans, as required. The resolution of a small number of potential violations is pending. Penalties incurred to date have not been significant. Any Regional Reliability Entity (including RFC or SERC) determination concerning the resolution of violations of the Reliability Standards remains subject to the approval of the NERC and the FERC.

In the course of implementing their programs to ensure compliance with the Reliability Standards by those PPL affiliates subject to the standards, certain other instances of potential non-compliance may be identified from time to time. The Registrants cannot predict the outcome of these matters, and an estimate or range of possible losses cannot be determined.

Other

Guarantees and Other Assurances
 
(All Registrants)

In the normal course of business, the Registrants enter into agreements that provide financial performance assurance to third parties on behalf of certain subsidiaries. Such agreements include, for example, guarantees, stand-by letters of credit issued by financial institutions and surety bonds issued by insurance companies. These agreements are entered into primarily to support or enhance the creditworthiness attributed to a subsidiary on a stand-alone basis or to facilitate the commercial activities in which these subsidiaries engage.
 
(PPL)
 
PPL fully and unconditionally guarantees all of the debt securities of PPL Capital Funding.
 
(All Registrants)
 
The table below details guarantees provided as of March 31, 2020. "Exposure" represents the estimated maximum potential amount of future payments that could be required to be made under the guarantee. The probability of expected payment/performance under each of these guarantees is remote except for "WPD guarantee of pension and other obligations of unconsolidated entities," for which PPL has a total recorded liability of $5 million at March 31, 2020 and December 31, 2019. For reporting purposes, on a consolidated basis, all guarantees of PPL Electric, LKE, LG&E and KU also apply to PPL, and all guarantees of LG&E and KU also apply to LKE.

53


 Exposure at
March 31, 2020
 Expiration
Date
PPL    
Indemnifications related to the WPD Midlands acquisition (a)  
WPD indemnifications for entities in liquidation and sales of assets$10
(b) 2022
WPD guarantee of pension and other obligations of unconsolidated entities77
(c)  
PPL Electric    
Guarantee of inventory value6
(d) 2020
LKE    
Indemnification of lease termination and other divestitures200
(e) 2021
LG&E and KU    
LG&E and KU obligation of shortfall related to OVEC (f)  

(a)
Indemnifications related to certain liabilities, including a specific unresolved tax issue and those relating to properties and assets owned by the seller that were transferred to WPD Midlands in connection with the acquisition. A cross indemnity has been received from the seller on the tax issue. The maximum exposure and expiration of these indemnifications cannot be estimated because the maximum potential liability is not capped and the expiration date is not specified in the transaction documents.
(b)Indemnification to the liquidators and certain others for existing liabilities or expenses or liabilities arising during the liquidation process. The indemnifications are limited to distributions made from the subsidiary to its parent either prior or subsequent to liquidation or are not explicitly stated in the agreements. The indemnifications generally expire 2 to 7 years subsequent to the date of dissolution of the entities. The exposure noted only includes those cases where the agreements provide for specific limits.

In connection with their sales of various businesses, WPD and its affiliates have provided the purchasers with indemnifications that are standard for such transactions, including indemnifications for certain pre-existing liabilities and environmental and tax matters or have agreed to continue their obligations under existing third-party guarantees, either for a set period of time following the transactions or upon the condition that the purchasers make reasonable efforts to terminate the guarantees. Additionally, WPD and its affiliates remain secondarily responsible for lease payments under certain leases that they have assigned to third parties.
(c)Relates to certain obligations of discontinued or modified electric associations that were guaranteed at the time of privatization by the participating members. Costs are allocated to the members and can be reallocated if an existing member becomes insolvent. At March 31, 2020, WPD has recorded an estimated discounted liability for which the expected payment/performance is probable. Neither the expiration date nor the maximum amount of potential payments for certain obligations is explicitly stated in the related agreements, and as a result, the exposure has been estimated.
(d)A third-party logistics firm provided inventory procurement and fulfillment services, whose contract was terminated as of March 2020. The logistics firm has title to the inventory, however, upon termination of the contracts, PPL Electric has guaranteed to purchase any remaining inventory that has not been used or sold.
(e)LKE provides certain indemnifications covering the due and punctual payment, performance and discharge by each party of its respective obligations. The most comprehensive of these guarantees is the LKE guarantee covering operational, regulatory and environmental commitments and indemnifications made by WKE under a 2009 Transaction Termination Agreement. This guarantee has a term of 12 years ending July 2021, and a maximum exposure of $200 million, exclusive of certain items such as government fines and penalties that may exceed the maximum. Additionally, LKE has indemnified various third parties related to historical obligations for other divested subsidiaries and affiliates. The indemnifications vary by entity and the maximum exposures range from being capped at the sale price to no specified maximum. LKE could be required to perform on these indemnifications in the event of covered losses or liabilities being claimed by an indemnified party. LKE cannot predict the ultimate outcomes of the various indemnification scenarios, but does not expect such outcomes to result in significant losses above the amounts recorded.
(f)
Pursuant to the OVEC power purchase contract, LG&E and KU are obligated to pay for their share of OVEC's excess debt service, post-retirement and decommissioning costs, as well as any shortfall from amounts included within a demand charge designed and expected to cover these costs over the term of the contract. LKE's proportionate share of OVEC's outstanding debt was $109 million at March 31, 2020, consisting of LG&E's share of $76 million and KU's share of $33 million. The maximum exposure and the expiration date of these potential obligations are not presently determinable. See "Energy Purchase Commitments" in Note 13 in PPL's, LKE's, LG&E's and KU's 2019 Form 10-K for additional information on the OVEC power purchase contract.

In March 2018, a sponsor with a 4.85% pro-rata share of OVEC obligations filed for bankruptcy under Chapter 11 and, in August 2018, received a rejection order for the OVEC power purchase contract in the bankruptcy proceeding. In October 2019, the bankruptcy court issued an order confirming the sponsor's proposed reorganization plan. OVEC and other entities are challenging the contract rejection, the bankruptcy plan confirmation and regulatory aspects of the plan in various forums. In December 2019, an appellate court remanded the contract rejection issue and in March 2020 the FERC commenced a related proceeding. The plan was declared effective in February 2020, but certain aspects of the matter are subject to the on-going appellate, bankruptcy and regulatory proceedings, including issues relating to the appropriateness of the rejection of the OVEC power purchase agreement and regulatory appropriateness of the plan's confirmation. Periodically, OVEC and certain of its sponsors, including LG&E and KU, consider certain potential additional credit support actions to preserve OVEC's access to credit markets or mitigate risks or adverse impacts relating thereto, including addressing increased interest costs, establishing or continuing debt reserve accounts or other changes involving OVEC's existing short and long-term debt. The ultimate outcome of these matters, including the sponsor bankruptcy and related appellate or regulatory proceedings, OVEC structural or financial steps relating thereto and any other potential impact on LG&E's and KU's obligations relating to OVEC under the power purchase contract cannot be predicted.

The Registrants provide other miscellaneous guarantees through contracts entered into in the normal course of business. These guarantees are primarily in the form of indemnification or warranties related to services or equipment and vary in duration. The amounts of these guarantees often are not explicitly stated, and the overall maximum amount of the obligation under such

54


guarantees cannot be reasonably estimated. Historically, no significant payments have been made with respect to these types of guarantees and the probability of payment/performance under these guarantees is remote.

PPL, on behalf of itself and certain of its subsidiaries, maintains insurance that covers liability assumed under contract for bodily injury and property damage. The coverage provides maximum aggregate coverage of $225 million. This insurance may be applicable to obligations under certain of these contractual arrangements.

Risks and Uncertainties (All Registrants)

The COVID-19 pandemic has disrupted the U.S. and global economies and continues to present extraordinary challenges to businesses, communities, workforces and markets. In the U.S. and throughout the world, governmental authorities have taken urgent and extensive actions to contain the spread of the virus and mitigate known or foreseeable impacts. In the Registrants’ service territories, mitigation measures have included quarantines, stay-at-home orders, travel restrictions, reduced operations or closures of businesses, schools and governmental agencies, and legislative or regulatory actions to address health or other pandemic-related concerns, all of which have the potential to adversely impact the Registrants' business and operations, especially if these measures remain in effect for a prolonged period of time.

To date, the Registrants have not experienced a significant impact on their business, results of operations, financial condition, liquidity, operations or on their supply chain as a result of COVID-19; however, the duration and severity of the outbreak and its ultimate effects on the global economy, the financial markets, or the Registrants’ workforce, customers and suppliers are uncertain. A protracted slowdown of broad sectors of the economy, prolonged or pervasive restrictions on businesses and their workforces, or significant changes in legislation or regulatory policy to address the COVID-19 pandemic all present significant risks to the Registrants. These or other unpredictable events resulting from the pandemic could further reduce customer demand for electricity and gas, impact the Registrants’ employees and supply chains, result in an increase in certain costs, delay payments or increase bad debts, or result in changes in the fair value of their assets and liabilities, which could materially and adversely affect the Registrants’ business, results of operations, financial condition or liquidity.
 
11. Related Party Transactions

Support Costs (PPL Electric, LKE, LG&E and KU)

PPL Services, PPL EU Services and LKS provide PPL, PPL Electric, LKE, their respective subsidiaries, including LG&E and KU, and each other with administrative, management and support services. For all services companies, the costs of directly assignable and attributable services are charged to the respective recipients as direct support costs. General costs that cannot be directly assigned or attributed to a specific entity are allocated and charged to the respective recipients as indirect support costs. PPL Services and PPL EU Services use a three-factor methodology that includes the applicable recipients' invested capital, operation and maintenance expenses and number of employees to allocate indirect costs. PPL Services may also use a ratio of overall direct and indirect costs or a weighted average cost ratio. LKS bases its indirect allocations on the subsidiaries' number of employees, total assets, revenues, number of customers and/or other statistical information. PPL Services, PPL EU Services and LKS charged the following amounts for the periods ended March 31, including amounts applied to accounts that are further distributed between capital and expense on the books of the recipients, based on methods that are believed to be reasonable.
 Three Months
 2020 2019
PPL Electric from PPL Services 
$12
 $16
LKE from PPL Services6
 9
PPL Electric from PPL EU Services41
 37
LG&E from LKS38
 38
KU from LKS41
 43


In addition to the charges for services noted above, LKS makes payments on behalf of LG&E and KU for fuel purchases and other costs for products or services provided by third parties. LG&E and KU also provide services to each other and to LKS. Billings between LG&E and KU relate to labor and overheads associated with union and hourly employees performing work for the other company, charges related to jointly-owned generating units and other miscellaneous charges. Tax settlements between LKE and LG&E and KU are reimbursed through LKS.


55


Intercompany Borrowings

(PPL Electric)

PPL Energy Funding maintains a $650 million revolving line of credit with a PPL Electric subsidiary. NaN balance was outstanding at March 31, 2020 and December 31, 2019. The interest rates on borrowings are equal to one-month LIBOR plus a spread. Interest income is reflected in "Interest Income from Affiliate" on the Income Statements.

(LKE)

LKE maintains a $375 million revolving line of credit with a PPL Energy Funding subsidiary whereby LKE can borrow funds on a short-term basis at market-based rates. The interest rates on borrowings are equal to one-month LIBOR plus a spread. At March 31, 2020 and December 31, 2019, $242 million and $150 million were outstanding and reflected in "Notes payable with affiliates" on the Balance Sheets. The interest rates on the outstanding borrowings at March 31, 2020 and December 31, 2019 were 3.02% and 3.20%. Interest expense on the revolving line of credit was not significant for the three months ended March 31, 2020 and 2019.

LKE maintains an agreement with a PPL affiliate that has a $300 million borrowing limit whereby LKE can loan funds on a short-term basis at market-based rates. NaN balance was outstanding at March 31, 2020 and December 31, 2019. The interest rate on the loan is based on the PPL affiliate's credit rating and equal to one-month LIBOR plus a spread.

LKE maintains ten-year notes of $400 million and $250 million with a PPL affiliate with interest rates of 3.5% and 4%. At March 31, 2020 and December 31, 2019, the notes were reflected in "Long-term debt to affiliate" on the Balance Sheets. Interest expense on the $400 million note was $4 million for the three months ending March 31, 2020 and 2019. Interest expense on the $250 million note was $3 million for the three months ending March 31, 2020 and 2019.

(LG&E)

LG&E participates in an intercompany money pool agreement whereby LKE and/or KU make available to LG&E funds up to $500 million at an interest rate based on a market index of commercial paper issues. At March 31, 2020, LG&E had borrowings outstanding from KU in the amount of $21 million. This balance is reflected in “Notes payable with affiliates” on the Balance Sheets. NaN balances were outstanding at December 31, 2019.

(KU)

KU participates in an intercompany money pool agreement whereby LKE and/or LG&E make available to KU funds up to $500 million at an interest rate based on a market index of commercial paper issues. NaN balances were outstanding at March 31, 2020 and December 31, 2019.

VEBA Funds Receivable (PPL Electric)

In May 2018, PPL received a favorable private letter ruling from the IRS permitting a transfer of excess funds from the PPL Bargaining Unit Retiree Health Plan VEBA to a new subaccount within the VEBA, to be used to pay medical claims of active bargaining unit employees. Based on PPL Electric's participation in PPL’s Other Postretirement Benefit plan, PPL Electric was allocated a portion of the excess funds from PPL Services. These funds have been recorded as an intercompany receivable on PPL Electric's Balance Sheets. The receivable balance decreases as PPL Electric pays incurred medical claims and is reimbursed by PPL Services. The intercompany receivable balance associated with these funds was $32 million as of March 31, 2020 and December 31, 2019, of which $10 million was reflected in "Accounts receivable from affiliates" and $22 million was reflected in "Other noncurrent assets" on the PPL Electric Balance Sheets.

Other (PPL Electric, LG&E and KU)

See Note 9 for discussions regarding intercompany allocations associated with defined benefits.


56


12. Other Income (Expense) - net

(PPL)

The details of "Other Income (Expense) - net" for the periods ended March 31, were:
 Three Months
 2020 2019
Other Income 
  
Economic foreign currency exchange contracts (Note 14)$62
 $(33)
Defined benefit plans - non-service credits (Note 9)68
 80
Interest income1
 6
AFUDC - equity component3
 5
Miscellaneous1
 6
Total Other Income135
 64
Other Expense 
  
Charitable contributions1
 2
Miscellaneous9
 10
Total Other Expense10
 12
Other Income (Expense) - net$125
 $52


13. Fair Value Measurements
 
(All Registrants)
 
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). A market approach (generally, data from market transactions), an income approach (generally, present value techniques and option-pricing models) and/or a cost approach (generally, replacement cost) are used to measure the fair value of an asset or liability, as appropriate. These valuation approaches incorporate inputs such as observable, independent market data and/or unobservable data that management believes are predicated on the assumptions market participants would use to price an asset or liability. These inputs may incorporate, as applicable, certain risks such as nonperformance risk, which includes credit risk. The fair value of a group of financial assets and liabilities is measured on a net basis. See Note 1 in each Registrant's 2019 Form 10-K for information on the levels in the fair value hierarchy.
 
Recurring Fair Value Measurements

The assets and liabilities measured at fair value were:
 March 31, 2020 December 31, 2019
 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
PPL 
  
  
  
  
  
  
  
Assets               
Cash and cash equivalents$915
 $915
 $
 $
 $815
 $815
 $
 $
Restricted cash and cash equivalents (a)21
 21
 
 
 21
 21
 
 
Special use funds (a):               
Money market fund1
 1
 
 
 
 
 
 
Commingled debt fund measured at NAV (b)29
 
 
 
 29
 
 
 
Commingled equity fund measured at NAV (b)22
 
 
 
 27
 
 
 
Total special use funds52
 1
 
 
 56
 
 
 

57


 March 31, 2020 December 31, 2019
 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Price risk management assets (c): 
  
 

 

  
  
  
  
Foreign currency contracts190
 
 190
 
 142
 
 142
 
Cross-currency swaps169
 
 169
 
 154
 
 154
 
Total price risk management assets359
 
 359
 
 296
 
 296
 
Total assets$1,347
 $937
 $359
 $
 $1,188
 $836
 $296
 $
                
Liabilities 
  
  
  
  
  
  
  
Price risk management liabilities (c): 
  
  
  
  
  
  
  
Interest rate swaps$34
 $
 $34
 $
 $21
 $
 $21
 $
Foreign currency contracts
 
 
 
 5
 
 5
 
Total price risk management liabilities$34
 $
 $34
 $
 $26
 $
 $26
 $
                
PPL Electric 
  
  
  
  
  
  
  
Assets 
  
  
  
  
  
  
  
Cash and cash equivalents$33
 $33
 $
 $
 $262
 $262
 $
 $
Restricted cash and cash equivalents (a)2
 2
 
 
 2
 2
 
 
Total assets$35
 $35
 $
 $
 $264
 $264
 $
 $
                
LKE 
  
  
  
  
  
    
Assets               
Cash and cash equivalents       $47
 $47
 $
 $
 $27
 $27
 $
 $
Cash collateral posted to counterparties (d)1
 1
 
 
 
 
 
 
Total assets$48
 $48
 $
 $
 $27
 $27
 $
 $
                
Liabilities 
  
  
  
  
  
    
Price risk management liabilities: 
  
  
  
  
  
    
Interest rate swaps$29
 $
 $29
 $
 $21
 $
 $21
 $
Total price risk management liabilities$29
 $
 $29
 $
 $21
 $
 $21
 $
                
LG&E 
  
  
  
  
  
    
Assets 
  
  
  
  
  
    
Cash and cash equivalents$7
 $7
 $
 $
 $15
 $15
 $
 $
Cash collateral posted to counterparties (d)1
 1
 
 
 
 
 
 
Total assets$8
 $8
 $
 $
 $15
 $15
 $
 $
                
Liabilities 
  
  
  
  
  
    
Price risk management liabilities: 
  
  
  
  
  
    
Interest rate swaps$29
 $
 $29
 $
 $21
 $
 $21
 $
Total price risk management liabilities$29
 $
 $29
 $
 $21
 $
 $21
 $
                
KU               
Assets               
Cash and cash equivalents$40
 $40
 $
 $
 $12
 $12
 $
 $
Total assets$40
 $40
 $
 $
 $12
 $12
 $
 $

(a)Current portion is included in "Other current assets" and long-term portion is included in "Other noncurrent assets" on the Balance Sheets.
(b)In accordance with accounting guidance, certain investments that are measured at fair value using net asset value per share (NAV), or its equivalent, have not been classified in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of financial position.
(c)Current portion is included in "Price risk management assets" and "Other current liabilities" and noncurrent portion is included in "Price risk management assets" and "Other deferred credits and noncurrent liabilities" on the Balance Sheets.
(d)Included in "Other noncurrent assets" on the Balance Sheets. Represents cash collateral posted to offset the exposure with counterparties related to certain interest rate swaps under master netting arrangements that are not offset.

58



Special Use Funds

(PPL)

The special use funds are investments restricted for paying active union employee medical costs. In May 2018, PPL received a favorable private letter ruling from the IRS permitting a transfer of excess funds from the PPL Bargaining Unit Retiree Health Plan VEBA to a new subaccount within the VEBA to be used to pay medical claims of active bargaining unit employees. The funds are invested primarily in commingled debt and equity funds measured at NAV and are classified as investments in equity securities. Changes in fair value of the funds are recorded to the Statements of Income.

Price Risk Management Assets/Liabilities - Interest Rate Swaps/Foreign Currency Contracts/Cross-Currency Swaps

(PPL, LKE, LG&E and KU)
 
To manage interest rate risk, PPL, LKE, LG&E and KU use interest rate contracts such as forward-starting swaps, floating-to-fixed swaps and fixed-to-floating swaps. To manage foreign currency exchange risk, PPL uses foreign currency contracts such as forwards, options and cross-currency swaps that contain characteristics of both interest rate and foreign currency contracts. An income approach is used to measure the fair value of these contracts, utilizing readily observable inputs, such as forward interest rates (e.g., LIBOR and government security rates) and forward foreign currency exchange rates (e.g., GBP), as well as inputs that may not be observable, such as credit valuation adjustments. In certain cases, market information cannot practicably be obtained to value credit risk and therefore internal models are relied upon. These models use projected probabilities of default and estimated recovery rates based on historical observances. When the credit valuation adjustment is significant to the overall valuation, the contracts are classified as Level 3.

Financial Instruments Not Recorded at Fair Value (All Registrants)
 
The carrying amounts of long-term debt on the Balance Sheets and their estimated fair values are set forth below. Long-term debt is classified as Level 2. The effect of third-party credit enhancements is not included in the fair value measurement.
 March 31, 2020 December 31, 2019
 Carrying
Amount (a)
 Fair Value Carrying
Amount (a)
 Fair Value
PPL$21,840
 $25,175
 $21,893
 $25,481
PPL Electric3,986
 4,500
 3,985
 4,589
LKE6,003
 6,774
 6,002
 6,766
LG&E2,005
 2,254
 2,005
 2,278
KU2,624
 2,978
 2,623
 3,003

 
(a)Amounts are net of debt issuance costs.

The carrying amounts of other current financial instruments (except for long-term debt due within one year) approximate their fair values because of their short-term nature.
 
14. Derivative Instruments and Hedging Activities
 
Risk Management Objectives
 
(All Registrants)
 
PPL has a risk management policy approved by the Board of Directors to manage market risk associated with commodities, interest rates on debt issuances and foreign exchange (including price, liquidity and volumetric risk) and credit risk (including non-performance risk and payment default risk). The Risk Management Committee, comprised of senior management and chaired by the Senior Director-Risk Management, oversees the risk management function. Key risk control activities designed to ensure compliance with the risk policy and detailed programs include, but are not limited to, credit review and approval, validation of transactions, verification of risk and transaction limits, value-at-risk analyses (VaR, a statistical model that attempts to estimate the value of potential loss over a given holding period under normal market conditions at a given confidence level) and the coordination and reporting of the Enterprise Risk Management program.

59


 
Market Risk
 
Market risk includes the potential loss that may be incurred as a result of price changes associated with a particular financial or commodity instrument as well as market liquidity and volumetric risks. Forward contracts, futures contracts, options, swaps and structured transactions are utilized as part of risk management strategies to minimize unanticipated fluctuations in earnings caused by changes in commodity prices, interest rates and foreign currency exchange rates. Many of these contracts meet the definition of a derivative. All derivatives are recognized on the Balance Sheets at their fair value, unless NPNS is elected.
 
The following summarizes the market risks that affect PPL and its subsidiaries.
 
Interest Rate Risk
 
PPL and its subsidiaries are exposed to interest rate risk associated with forecasted fixed-rate and existing floating-rate debt issuances. PPL and WPD hold over-the-counter cross currency swaps to limit exposure to market fluctuations on interest and principal payments from changes in foreign currency exchange rates and interest rates. PPL, LKE and LG&E utilize over-the-counter interest rate swaps to limit exposure to market fluctuations on floating-rate debt. PPL, WPD, LKE, LG&E and KU utilize forward starting interest rate swaps to hedge changes in benchmark interest rates, when appropriate, in connection with future debt issuances.
PPL and its subsidiaries are exposed to interest rate risk associated with debt securities and derivatives held by defined benefit plans. This risk is significantly mitigated to the extent that the plans are sponsored at, or sponsored on behalf of, the regulated domestic utilities and for certain plans at WPD due to the recovery methods in place.

Foreign Currency Risk (PPL)
 
PPL is exposed to foreign currency exchange risk primarily associated with its investments in and earnings of U.K. affiliates.

(All Registrants)

Commodity Price Risk
 
PPL is exposed to commodity price risk through its domestic subsidiaries as described below.
 
PPL Electric is required to purchase electricity to fulfill its obligation as a PLR. Potential commodity price risk is insignificant and mitigated through its PUC-approved cost recovery mechanism and full-requirement supply agreements to serve its PLR customers which transfer the risk to energy suppliers.
LG&E's and KU's rates include certain mechanisms for fuel, fuel-related expenses and energy purchases. In addition, LG&E's rates include a mechanism for natural gas supply expenses. These mechanisms generally provide for timely recovery of market price fluctuations associated with these expenses.

Volumetric Risk
 
Volumetric risk is the risk related to the changes in volume of retail sales due to weather, economic conditions or other factors. PPL is exposed to volumetric risk through its subsidiaries as described below.
 
WPD is exposed to volumetric risk which is significantly mitigated as a result of the method of regulation in the U.K. Under the RIIO-ED1 price control regulations, recovery of such exposure occurs on a two year lag. See Note 1 in PPL's 2019 Form 10-K for additional information on revenue recognition under RIIO-ED1.
PPL Electric, LG&E and KU are exposed to volumetric risk on retail sales, mainly due to weather and other economic conditions for which there is limited mitigation between rate cases.

Equity Securities Price Risk
 
PPL and its subsidiaries are exposed to equity securities price risk associated with the fair value of the defined benefit plans' assets. This risk is significantly mitigated at the regulated domestic utilities and for certain plans at WPD due to the recovery methods in place.
PPL is exposed to equity securities price risk from future stock sales and/or purchases.


60


Credit Risk
 
Credit risk is the potential loss that may be incurred due to a counterparty's non-performance.
 
PPL is exposed to credit risk from "in-the-money" interest rate and foreign currency derivatives with financial institutions, as well as additional credit risk through certain of its subsidiaries, as discussed below.
 
In the event a supplier of PPL Electric, LG&E or KU defaults on its obligation, those Registrants would be required to seek replacement power or replacement fuel in the market. In general, subject to regulatory review or other processes, appropriate incremental costs incurred by these entities would be recoverable from customers through applicable rate mechanisms, thereby mitigating the financial risk for these entities.
 
PPL and its subsidiaries have credit policies in place to manage credit risk, including the use of an established credit approval process, daily monitoring of counterparty positions and the use of master netting agreements or provisions. These agreements generally include credit mitigation provisions, such as margin, prepayment or collateral requirements. PPL and its subsidiaries may request additional credit assurance, in certain circumstances, in the event that the counterparties' credit ratings fall below investment grade, their tangible net worth falls below specified percentages or their exposures exceed an established credit limit.
 
Master Netting Arrangements (PPL, LKE, LG&E and KU)
 
Net derivative positions on the balance sheets are not offset against the right to reclaim cash collateral (a receivable) or the obligation to return cash collateral (a payable) under master netting arrangements.

PPL had a $29 million and $14 million obligation to return cash collateral under master netting arrangements at March 31, 2020 and December 31, 2019.

LKE, LG&E and KU had 0 obligation to return cash collateral under master netting arrangements at March 31, 2020 and December 31, 2019.
 
PPL, LKE and LG&E posted $1 million of cash collateral under master netting arrangements at March 31, 2020. KU had no obligation to post cash collateral under master netting arrangements at March 31, 2020. PPL, LKE, LG&E and KU had 0 obligation to post cash collateral under master netting arrangements at December 31, 2019.

See "Offsetting Derivative Instruments" below for a summary of derivative positions presented in the balance sheets where a right of setoff exists under these arrangements.
 
Interest Rate Risk
 
(All Registrants)
 
PPL and its subsidiaries issue debt to finance their operations, which exposes them to interest rate risk. A variety of financial derivative instruments are utilized to adjust the mix of fixed and floating interest rates in their debt portfolios, adjust the duration of the debt portfolios and lock in benchmark interest rates in anticipation of future financing, when appropriate. Risk limits under PPL's risk management program are designed to balance risk exposure to volatility in interest expense and changes in the fair value of the debt portfolio due to changes in benchmark interest rates. In addition, the interest rate risk of certain subsidiaries is potentially mitigated as a result of the existing regulatory framework or the timing of rate cases.

Cash Flow Hedges (PPL)
 
Interest rate risks include exposure to adverse interest rate movements for outstanding variable rate debt and for future anticipated financings. Financial interest rate swap contracts that qualify as cash flow hedges may be entered into to hedge floating interest rate risk associated with both existing and anticipated debt issuances. At March 31, 2020, PPL held an aggregate notional value in interest rate swap contracts of £105 million (approximately $134 million based on spot rates) that mature in 2035 to hedge interest payments of WPD's anticipated September 2020 debt issuance.

At March 31, 2020, PPL held an aggregate notional value in cross-currency interest rate swap contracts of $702 million that range in maturity from 2021 through 2028 to hedge the interest payments and principal of WPD's U.S. dollar-denominated senior notes.

61



Cash flow hedges are discontinued if it is no longer probable that the original forecasted transaction will occur by the end of the originally specified time period and any amounts previously recorded in AOCI are reclassified into earnings once it is determined that the hedged transaction is not probable of occurring.

For the three months ended March 31, 2020 and 2019, PPL had 0 cash flow hedges reclassified into earnings associated with discontinued cash flow hedges.
 
At March 31, 2020, the amount of accumulated net unrecognized after-tax gains (losses) on qualifying derivatives expected to be reclassified into earnings during the next 12 months is insignificant. Amounts are reclassified as the hedged interest expense is recorded.
 
Economic Activity (PPL, LKE and LG&E)
 
LG&E enters into interest rate swap contracts that economically hedge interest payments on variable rate debt. Because realized gains and losses from the swaps, including terminated swap contracts, are recoverable through regulated rates, any subsequent changes in fair value of these derivatives are included in regulatory assets or liabilities until they are realized as interest expense. Realized gains and losses are recognized in "Interest Expense" on the Statements of Income at the time the underlying hedged interest expense is recorded. At March 31, 2020, LG&E held contracts with a notional amount of $147 million that range in maturity through 2033.
 
Foreign Currency Risk (PPL)
 
PPL is exposed to foreign currency risk, primarily through investments in and earnings of U.K. affiliates. PPL has adopted a foreign currency risk management program designed to hedge certain foreign currency exposures, including firm commitments, recognized assets or liabilities, anticipated transactions and net investments. In addition, PPL enters into financial instruments to protect against foreign currency translation risk of expected GBP earnings.
 
Net Investment Hedges
 
PPL enters into foreign currency contracts on behalf of a subsidiary to protect the value of a portion of its net investment in WPD. There were no contracts outstanding at March 31, 2020.
 
At March 31, 2020 and December 31, 2019, PPL had $32 million of accumulated net investment hedge after tax gains (losses) that were included in the foreign currency translation adjustment component of AOCI.
 
Economic Activity
 
PPL enters into foreign currency contracts on behalf of a subsidiary to economically hedge GBP-denominated anticipated earnings. At March 31, 2020, the total exposure hedged by PPL was approximately £686 million (approximately $1.0 billion based on contracted rates). These contracts have termination dates ranging from April 2020 through July 2021.
 
Accounting and Reporting
 
(All Registrants)
 
All derivative instruments are recorded at fair value on the Balance Sheet as an asset or liability unless NPNS is elected. NPNS contracts include certain full requirement purchase contracts and other physical purchase contracts. Changes in the fair value of derivatives not designated as NPNS are recognized in earnings unless specific hedge accounting criteria are met and designated as such, except for the changes in fair values of LG&E's interest rate swaps that are recognized as regulatory assets or regulatory liabilities. See Note 7 for amounts recorded in regulatory assets and regulatory liabilities at March 31, 2020 and December 31, 2019.
 
See Note 1 in each Registrant's 2019 Form 10-K for additional information on accounting policies related to derivative instruments.
 
(PPL)
 
The following table presents the fair value and location of derivative instruments recorded on the Balance Sheets.

62


 March 31, 2020 December 31, 2019
 
Derivatives designated as
hedging instruments
 
Derivatives not designated
as hedging instruments
 
Derivatives designated as
hedging instruments
 
Derivatives not designated
as hedging instruments
 Assets Liabilities Assets Liabilities Assets Liabilities Assets Liabilities
Current: 
  
  
  
      
  
Price Risk Management 
  
  
  
  
  
  
  
Assets/Liabilities (a): 
  
  
  
  
  
  
  
Interest rate swaps (b)$
 $5
 $
 $4
 $
 $
 $
 $4
Cross-currency swaps (b)6
 
 
 
 5
 
 
 
Foreign currency contracts
 
 187
 
 
 
 142
 5
Total current6
 5
 187
 4
 5
 
 142
 9
Noncurrent: 
  
  
  
  
  
  
  
Price Risk Management 
  
  
  
  
  
  
  
Assets/Liabilities (a): 
  
  
  
  
  
  
  
Interest rate swaps (b)
 
 
 25
 
 
 
 17
Cross-currency swaps (b)163
 
 
 
 149
 
 
 
Foreign currency contracts
 
 3
 
 
 
 
 
Total noncurrent163
 
 3
 25
 149
 
 
 17
Total derivatives$169
 $5
 $190
 $29
 $154
 $
 $142
 $26
 
(a)Current portion is included in "Price risk management assets" and "Other current liabilities" and noncurrent portion is included in "Price risk management assets" and "Other deferred credits and noncurrent liabilities" on the Balance Sheets.
(b)Excludes accrued interest, if applicable.

The following tables present the pre-tax effect of derivative instruments recognized in income, OCI or regulatory assets and regulatory liabilities for the period ended March 31, 2020.
  Three Months   Three Months
Derivative
Relationships
 Derivative Gain
(Loss) Recognized in
OCI
 Location of
Gain (Loss)
Recognized
in Income
on Derivative
 Gain (Loss)
Reclassified
from AOCI
into
Income
Cash Flow Hedges:      
Interest rate swaps $(5) Interest expense $(3)
Cross-currency swaps 15
 Other income (expense) - net 6
Total $10
   $3
Net Investment Hedges: 
    
    Foreign currency contracts $
    
Derivatives Not Designated as
Hedging Instruments
 
Location of Gain (Loss) Recognized in
Income on Derivative
 Three Months
Foreign currency contracts Other income (expense) - net $62
Interest rate swaps Interest expense (1)
  Total $61
Derivatives Not Designated as
Hedging Instruments
 
Location of Gain (Loss) Recognized as
Regulatory Liabilities/Assets
 Three Months
Interest rate swaps Regulatory assets - noncurrent $(8)

 

63


The following tables present the pre-tax effect of derivative instruments recognized in income, OCI or regulatory assets and regulatory liabilities for the period ended March 31, 2019.
  Three Months   Three Months
Derivative
Relationships
 Derivative Gain
(Loss) Recognized in
OCI
 Location of
Gain (Loss)
Recognized
in Income
on Derivative
 Gain (Loss)
Reclassified
from AOCI
into Income
Cash Flow Hedges:      
Interest rate swaps $
 Interest expense $(2)
Cross-currency swaps (23) Other income (expense) - net (28)
Total $(23)   $(30)
Net Investment Hedges:      
    Foreign currency contracts $
    
Derivatives Not Designated as
Hedging Instruments
 
Location of Gain (Loss) Recognized in
Income on Derivative
 Three Months
Foreign currency contracts Other income (expense) - net $(33)
Interest rate swaps Interest expense (1)
  Total $(34)
Derivatives Not Designated as
Hedging Instruments
 
Location of Gain (Loss) Recognized as
Regulatory Liabilities/Assets
 Three Months
Interest rate swaps Regulatory assets - noncurrent $(1)


The following table presents the effect of cash flow hedge activity on the Statement of Income for the period ended March 31, 2020.
  Location and Amount of Gain (Loss) Recognized in Income on Hedging Relationships
  Three Months
  Interest Expense Other Income (Expense) - net
 
 Total income and expense line items presented in the income statement in which the effect of cash flow hedges are recorded$248
 $125
 The effects of cash flow hedges:   
 Gain (Loss) on cash flow hedging relationships:   
 Interest rate swaps:   
 Amount of gain (loss) reclassified from AOCI to income(3) 
 Cross-currency swaps:   
 Hedged items
 (6)
 Amount of gain (loss) reclassified from AOCI to income
 6


(LKE and LG&E)
 
The following table presents the fair value and the location on the Balance Sheets of derivatives not designated as hedging instruments.
 March 31, 2020 December 31, 2019
 Assets Liabilities Assets Liabilities
Current:       
Price Risk Management       
Assets/Liabilities:       
Interest rate swaps$
 $4
 $
 $4
Total current
 4
 
 4

64


 March 31, 2020 December 31, 2019
 Assets Liabilities Assets Liabilities
Noncurrent:     
  
Price Risk Management     
  
Assets/Liabilities:     
  
Interest rate swaps
 25
 
 17
Total noncurrent
 25
 
 17
Total derivatives$
 $29
 $
 $21
 
The following tables present the pre-tax effect of derivatives not designated as cash flow hedges that are recognized in income or regulatory assets for the period ended March 31, 2020.
  Location of Gain (Loss) Recognized in  
Derivative Instruments Income on Derivatives Three Months
Interest rate swaps Interest expense $(1)
  Location of Gain (Loss) Recognized in  
Derivative Instruments Regulatory Assets Three Months
Interest rate swaps Regulatory assets - noncurrent $(8)

The following tables present the pre-tax effect of derivatives not designated as cash flow hedges that are recognized in income or regulatory assets for the period ended March 31, 2019. 
  Location of Gain (Loss) Recognized in  
Derivative Instruments Income on Derivatives Three Months
Interest rate swaps Interest expense $(1)
  Location of Gain (Loss) Recognized in  
Derivative Instruments Regulatory Assets Three Months
Interest rate swaps Regulatory assets - noncurrent $(1)

 
(PPL, LKE, LG&E and KU)
 
Offsetting Derivative Instruments
 
PPL, LKE, LG&E and KU or certain of their subsidiaries have master netting arrangements in place and also enter into agreements pursuant to which they purchase or sell certain energy and other products. Under the agreements, upon termination of the agreement as a result of a default or other termination event, the non-defaulting party typically would have a right to set off amounts owed under the agreement against any other obligations arising between the two parties (whether under the agreement or not), whether matured or contingent and irrespective of the currency, place of payment or place of booking of the obligation.
 
PPL, LKE, LG&E and KU have elected not to offset derivative assets and liabilities and not to offset net derivative positions against the right to reclaim cash collateral pledged (an asset) or the obligation to return cash collateral received (a liability) under derivatives agreements. The table below summarizes the derivative positions presented in the balance sheets where a right of setoff exists under these arrangements and related cash collateral received or pledged.
 Assets Liabilities
   Eligible for Offset     Eligible for Offset  
 Gross 
Derivative
Instruments
 
Cash
Collateral
Received
 Net Gross 
Derivative
Instruments
 
Cash
Collateral
Pledged
 Net
March 31, 2020               
Treasury Derivatives               
PPL$359
 $
 $29
 $330
 $34
 $
 $1
 $33
LKE
 
 
 
 29
 
 1
 28
LG&E
 
 
 
 29
 
 1
 28

65


 Assets Liabilities
   Eligible for Offset     Eligible for Offset  
 Gross 
Derivative
Instruments
 
Cash
Collateral
Received
 Net Gross 
Derivative
Instruments
 
Cash
Collateral
Pledged
 Net
December 31, 2019               
Treasury Derivatives               
PPL$296
 $5
 $14
 $277
 $26
 $5
 $
 $21
LKE
 
 
 
 21
 
 
 21
LG&E
 
 
 
 21
 
 
 21

 
Credit Risk-Related Contingent Features
 
Certain derivative contracts contain credit risk-related contingent features which, when in a net liability position, would permit the counterparties to require the transfer of additional collateral upon a decrease in the credit ratings of PPL, LKE, LG&E and KU or certain of their subsidiaries. Most of these features would require the transfer of additional collateral or permit the counterparty to terminate the contract if the applicable credit rating were to fall below investment grade. Some of these features also would allow the counterparty to require additional collateral upon each downgrade in credit rating at levels that remain above investment grade. In either case, if the applicable credit rating were to fall below investment grade, and assuming no assignment to an investment grade affiliate were allowed, most of these credit contingent features require either immediate payment of the net liability as a termination payment or immediate and ongoing full collateralization on derivative instruments in net liability positions.
 
Additionally, certain derivative contracts contain credit risk-related contingent features that require adequate assurance of performance be provided if the other party has reasonable concerns regarding the performance of PPL's, LKE's, LG&E's and KU's obligations under the contracts. A counterparty demanding adequate assurance could require a transfer of additional collateral or other security, including letters of credit, cash and guarantees from a creditworthy entity. This would typically involve negotiations among the parties. However, amounts disclosed below represent assumed immediate payment or immediate and ongoing full collateralization for derivative instruments in net liability positions with "adequate assurance" features.
 
(PPL, LKE and LG&E)

At March 31, 2020, derivative contracts in a net liability position that contain credit risk-related contingent features, collateral posted on those positions and the related effect of a decrease in credit ratings below investment grade are summarized as follows:
 PPL LKE LG&E
Aggregate fair value of derivative instruments in a net liability position with credit risk-related contingent features$6
 $2
 $2
Aggregate fair value of collateral posted on these derivative instruments
 
 
Aggregate fair value of additional collateral requirements in the event of a credit downgrade below investment grade (a)6
 2
 2
 
(a)Includes the effect of net receivables and payables already recorded on the Balance Sheet.

15. Asset Retirement Obligations

(PPL, LKE, LG&E and KU)

PPL's, LKE's, LG&E's and KU's ARO liabilities are primarily related to CCR closure costs. See Note 10 for information on the CCR rule. LG&E also has AROs related to natural gas mains and wells. LG&E's and KU's transmission and distribution lines largely operate under perpetual property easement agreements, which do not generally require restoration upon removal of the property. Therefore, no material AROs are recorded for transmission and distribution assets. For LKE, LG&E and KU, all ARO accretion and depreciation expenses are reclassified as a regulatory asset. ARO regulatory assets associated with certain CCR projects are amortized to expense in accordance with regulatory approvals. For other AROs, at the time of retirement, the related ARO regulatory asset is offset against the associated cost of removal regulatory liability, PP&E and ARO liability.


66


The changes in the carrying amounts of AROs were as follows.
 PPL LKE LG&E KU
Balance at December 31, 2019$282
 $215
 $73
 $142
Accretion4
 4
 1
 3
Changes in estimated timing or cost18
 18
 
 18
Obligations settled(20) (20) (7) (13)
Balance at March 31, 2020$284
 $217
 $67
 $150

 
16. Accumulated Other Comprehensive Income (Loss)
 
(PPL)
 
The after-tax changes in AOCI by component for the periods ended March 31 were as follows.
 
Foreign
currency
translation
adjustments
 
Unrealized gains (losses)
 on qualifying
derivatives
 Defined benefit plans  
   
Prior
service
costs
 
Actuarial
gain
(loss)
 Total
PPL         
December 31, 2019$(1,425) $(5) $(18) $(2,910) $(4,358)
Amounts arising during the period(61) 8
 
 
 (53)
Reclassifications from AOCI
 (3) 1
 47
 45
Net OCI during the period(61) 5
 1
 47
 (8)
March 31, 2020$(1,486) $
 $(17) $(2,863) $(4,366)
          
December 31, 2018$(1,533) $(7) $(19) $(2,405) $(3,964)
Amounts arising during the period294
 (19) 
 (3) 272
Reclassifications from AOCI
 24
 
 21
 45
Net OCI during the period294
 5
 
 18
 317
March 31, 2019$(1,239) $(2) $(19) $(2,387) $(3,647)


The following table presents PPL's gains (losses) and related income taxes for reclassifications from AOCI for the periods ended March 31.
  Three Months Affected Line Item on the
Details about AOCI 2020 2019 Statements of Income
Qualifying derivatives      
Interest rate swaps $(3) $(2) Interest Expense
Cross-currency swaps 6
 (28) Other Income (Expense) - net
Total Pre-tax 3
 (30)  
Income Taxes 
 6
  
Total After-tax 3
 (24)  
       
Defined benefit plans      
Prior service costs (a) (1) 
  
Net actuarial loss (a) (59) (26)  
Total Pre-tax (60) (26)  
Income Taxes 12
 5
  
Total After-tax (48) (21)  
       
Total reclassifications during the period $(45) $(45)  


(a)These AOCI components are included in the computation of net periodic defined benefit cost. See Note 9 for additional information.

67



Item 2. Combined Management's Discussion and Analysis of Financial Condition and
Results of Operations
 
(All Registrants)
 
This "Item 2. Combined Management's Discussion and Analysis of Financial Condition and Results of Operations" is separately filed by PPL, PPL Electric, LKE, LG&E and KU. Information contained herein relating to any individual Registrant is filed by such Registrant solely on its own behalf, and no Registrant makes any representation as to information relating to any other Registrant. The specific Registrant to which disclosures are applicable is identified in parenthetical headings in italics above the applicable disclosure or within the applicable disclosure for each Registrant's related activities and disclosures. Within combined disclosures, amounts are disclosed for individual Registrants when significant.
 
The following should be read in conjunction with the Registrants' Condensed Consolidated Financial Statements and the accompanying Notes and with the Registrants' 2019 Form 10-K. Capitalized terms and abbreviations are defined in the glossary. Dollars are in millions, except per share data, unless otherwise noted.
 
"Management's Discussion and Analysis of Financial Condition and Results of Operations" includes the following information:
 
"Overview" provides a description of each Registrant's business strategy and a discussion of important financial and operational developments.

"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 the three months ended March 31, 2020 with the same period in 2019. For PPL, "Results of Operations" also includes "Segment Earnings" and "Adjusted Gross Margins," which provide a detailed analysis of earnings by reportable segment. These discussions include non-GAAP financial measures, including "Earnings from Ongoing Operations" and "Adjusted Gross Margins" and provide explanations of the non-GAAP financial measures and a reconciliation of the non-GAAP financial measures to the most comparable GAAP measure.

"Financial Condition - Liquidity and Capital Resources" provides an analysis of the Registrants' liquidity positions and credit profiles. This section also includes a discussion of rating agency actions.

"Financial Condition - Risk Management" provides an explanation of the Registrants' risk management programs relating to market and credit risk.

Overview
 
Introduction
 
(PPL)
 
PPL, headquartered in Allentown, Pennsylvania, is a utility holding company. PPL, through its regulated utility subsidiaries, delivers electricity to customers in the U.K., Pennsylvania, Kentucky and Virginia; delivers natural gas to customers in Kentucky; and generates electricity from power plants in Kentucky.

PPL's principal subsidiaries are shown below (* denotes a Registrant).
 

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       PPL Corporation*       
              
                  
           
PPL Capital Funding
Provides financing for the operations of PPL and certain subsidiaries
  
             
                  
                  
 
PPL Global
Engages in the regulated distribution of electricity in the U.K.
  
LKE*
 
  
PPL Electric*
Engages in the regulated transmission and distribution of electricity in Pennsylvania
 
                  
                  
    
LG&E*
Engages in the regulated generation, transmission, distribution and sale of electricity and regulated distribution and sale of natural gas in Kentucky                 
  
KU*
Engages in the regulated generation, transmission, distribution and sale of electricity, primarily in Kentucky
    
                
 
U.K.
Regulated Segment
  
Kentucky
Regulated Segment
  
Pennsylvania
Regulated Segment
 
 
PPL's reportable segments' results primarily represent the results of PPL Global, LKE and PPL Electric, except that the reportable segments are also allocated certain corporate level financing and other costs that are not included in the results of PPL Global, LKE and PPL Electric. PPL Global is not a Registrant. Unaudited annual consolidated financial statements for the U.K. Regulated segment are furnished on a Form 8-K with the SEC.
 
In addition to PPL, the other Registrants included in this filing are as follows.
 
(PPL Electric)
 
PPL Electric, headquartered in Allentown, Pennsylvania, is a wholly owned subsidiary of PPL and a regulated public utility that is an electricity transmission and distribution service provider in eastern and central Pennsylvania. PPL Electric is subject to regulation as a public utility by the PUC, and certain of its transmission activities are subject to the jurisdiction of the FERC under the Federal Power Act. PPL Electric delivers electricity in its Pennsylvania service area and provides electricity supply to retail customers in that area as a PLR under the Customer Choice Act.
 
(LKE)
 
LKE, acquired in 2010 and headquartered in Louisville, Kentucky, is a wholly owned subsidiary of PPL and a holding company that owns regulated utility operations through its subsidiaries, LG&E and KU, which constitute substantially all of LKE's assets. LG&E and KU are engaged in the generation, transmission, distribution and sale of electricity. LG&E also engages in the distribution and sale of natural gas. LG&E and KU maintain separate corporate identities and serve customers in Kentucky under their respective names. KU also serves customers in Virginia under the Old Dominion Power name.
 
(LG&E)
 
LG&E, headquartered in Louisville, Kentucky, is a wholly owned subsidiary of LKE and a regulated utility engaged in the generation, transmission, distribution and sale of electricity and distribution and sale of natural gas in Kentucky. LG&E is subject to regulation as a public utility by the KPSC, and certain of its transmission activities are subject to the jurisdiction of the FERC under the Federal Power Act.
 
(KU)
 
KU, headquartered in Lexington, Kentucky, is a wholly owned subsidiary of LKE and a regulated utility engaged in the generation, transmission, distribution and sale of electricity in Kentucky and Virginia. KU is subject to regulation as a public

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utility by the KPSC, the VSCC and certain of its transmission and wholesale power activities are subject to the jurisdiction of the FERC under the Federal Power Act. KU serves its Kentucky customers under the KU name and its Virginia customers under the Old Dominion Power name.
 
Business Strategy
 
(All Registrants)
 
PPL operates seven fully regulated, high-performing utilities. These utilities are located in the U.K., Pennsylvania and Kentucky, in constructive regulatory jurisdictions with distinct regulatory structures and customer classes. PPL believes this business portfolio positions the company well for continued success and provides earnings and dividend growth potential.
 
PPL's strategy, and that of the other Registrants, is to deliver best-in-sector operational performance, invest in a sustainable energy future, maintain a strong financial foundation, and engage and develop its people. PPL's business plan is designed to achieve growth by providing efficient, reliable and safe operations and strong customer service, maintaining constructive regulatory relationships and achieving timely recovery of costs. These businesses are expected to achieve strong, long-term growth in rate base in the U.S. and RAV in the U.K. Rate base growth is being driven by planned significant capital expenditures to maintain existing assets and improve system reliability and, for LKE, LG&E and KU, to comply with federal and state environmental regulations related to coal-fired electricity generation facilities.

For the U.S. businesses, central to PPL's 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, 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 addition, the KPSC requires a utility to obtain a CPCN prior to constructing a facility, unless the construction is an ordinary extension of existing facilities in the usual course of business or does not involve sufficient capital expenditures to materially affect the utility's financial condition. Although such KPSC proceedings do not directly address cost recovery issues, the KPSC, in awarding a CPCN, concludes that the public convenience and necessity require the construction of the facility on the basis that the facility is the lowest reasonable cost alternative to address the need. In Pennsylvania, the FERC transmission formula rate, 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.

To manage financing costs and access to credit markets, and to fund capital expenditures, a key objective of the Registrants is to maintain their investment grade credit ratings and adequate liquidity positions. In addition, the Registrants have financial and operational risk management programs that, among other things, are designed to monitor and manage exposure to earnings and cash flow volatility, as applicable, related to changes in interest rates, foreign currency exchange rates and counterparty credit quality. To manage these risks, PPL generally uses contracts such as forwards, options and swaps. See "Financial Condition - Risk Management" below for further information.

Earnings generated by PPL's U.K. subsidiaries are subject to foreign currency translation risk. Because WPD's earnings represent such a significant portion of PPL's consolidated earnings, PPL enters into foreign currency contracts to economically hedge the value of the GBP versus the U.S. dollar. These hedges do not receive hedge accounting treatment under GAAP. See "Financial and Operational Developments - U.K. Membership in European Union" for additional discussion of the U.K. earnings hedging activity.

The U.K. subsidiaries also have currency exposure to the U.S. dollar to the extent of their U.S. dollar denominated debt. To manage these risks, PPL generally uses contracts such as forwards, options and cross-currency swaps that contain characteristics of both interest rate and foreign currency exchange contracts.

As discussed above, a key component of this strategy is to maintain constructive relationships with regulators in all jurisdictions in which the Registrants operate (U.K., U.S. federal and state). This is supported by a strong culture of integrity and delivering on commitments to customers, regulators and shareowners, and a commitment to continue to improve customer service, reliability and operational efficiency.

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Financial and Operational Developments

Outbreak of COVID-19 (All Registrants)

In recent weeks, the continued spread of COVID-19 has led to global economic disruption and volatility in financial markets. The Registrants have taken significant steps to mitigate the potential spread of COVID-19 to our customers, suppliers and employees. PPL has successfully implemented its company-wide pandemic plan, which guides the emergency response. Business continuity and other precautionary measures have been taken to ensure we can continue to safely provide reliable electricity and gas service to our customers. The Registrants have implemented social distancing measures for all employees including work from home arrangements where possible and continue to implement strong physical and cyber security measures to ensure that systems function effectively to serve operational and remote workforce needs. The Registrants continue to monitor developments affecting their workforces and customers and will take additional actions as appropriate to respond to changing conditions and mitigate the impacts.

This is a rapidly evolving situation that could lead to extended disruption of economic activity in the Registrants’ markets for an undetermined period of time. Lock-down or closure of non-essential businesses has occurred in each of the Registrants’ service territories, which has resulted in reductions in commercial and industrial demand and an increase in residential demand for electricity service. The financial impact of this net reduction in load was not material to the first quarter financial results. The impact on future periods will depend upon various factors, including the pace and extent to which the Registrants' jurisdictions reopen their economies and community response to the reopening of businesses as well as the extent that businesses continue work from home protocols. We cannot predict these factors and therefore cannot quantify the overall impact COVID-19 will have on our 2020 results of operations.

The Registrants are committed to supporting their customers and communities and have followed federal and state mandates to suspend disconnections for non-payment and new late fees and have worked to reconnect service for customers who had previously been disconnected, where required. Despite suspension of disconnections for non-payment, the Registrants have not experienced a significant reduction of cash receipts and have not adjusted their allowance for uncollectible accounts for potential additional expected credit losses. The Registrants will continue to monitor cash receipts to determine if future increases in their allowance for uncollectible accounts is required.

At March 31, 2020, the Registrants had approximately $3.1 billion of combined unused credit facility capacity. In addition, PPL Capital Funding, PPL Electric, LG&E and KU may, subject to certain conditions, increase their syndicated credit facilities in an aggregate amount of up to $1 billion. In addition, in early April 2020, PPL Capital Funding borrowed an additional $200 million aggregate amount under one and two-year term loan credit facilities and issued $1 billion in senior notes. Based on these actions the Registrants do not anticipate a significant impact on their financial condition or liquidity, and do not foresee difficulties in accessing the capital markets in the near-term. See Note 8 to the Financial Statements for additional information.

The Registrants have assessed the fair value of their assets and liabilities and no impairment charges were required. See “Goodwill Assessment” below for additional information on the interim goodwill impairment test performed for the U.K. Regulated segment reporting unit in the first quarter of 2020.

PPL’s pension plans continue to be well-funded as its liability-driven investment strategy and active management have mitigated investment losses resulting from recent market volatility and significant declines in equity values.

PPL has executed hedges to mitigate the foreign exchange risk to its U.K. earnings. The COVID-19 outbreak has put additional downward pressure on the GBP to U.S. dollar exchange rate. As of March 31, 2020, PPL's foreign exchange exposure related to budgeted earnings is approximately 86% hedged for 2020 at an average rate of $1.55 per GBP and approximately 8% hedged for 2021 at an average rate of $1.32 per GBP. Although PPL cannot predict the impact of COVID-19 on foreign exchange rates, the impact could be significant.

In response to COVID-19, on March 27, 2020, President Donald Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act). PPL evaluated the provisions of the CARES Act as of March 31, 2020 and believes there is no significant effect on its financial statements. Certain tax provisions may result in immaterial cash benefits in 2020.

To date, there has been no material impact on the Registrants’ business, results of operations, financial condition, liquidity or on their supply chain as a result of COVID-19; however, the ultimate severity or duration of the outbreak or its effects on the global economy, the capital markets, or the Registrants’ workforce, contractors, customers and suppliers is uncertain. The

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Registrants cannot predict the ultimate impact COVID-19 will have on their financial position, results of operations, cash flows or liquidity.

Goodwill Assessment (PPL, LKE, LG&E and KU)

The COVID-19 pandemic has disrupted the U.S. and global economies and continues to present extraordinary challenges to businesses, communities, workforces and markets. In the U.S. and throughout the world, governmental authorities have taken urgent and extensive actions to contain the spread of the virus and mitigate known or foreseeable impacts. In the Registrants’ service territories, mitigation measures have included quarantines, stay-at-home orders, travel restrictions, reduced operations or closures of businesses, schools and governmental agencies, and legislative or regulatory actions to address health or other pandemic-related concerns, all of which have the potential to adversely impact the Registrants' business and operations, especially if these measures remain in effect for a prolonged period of time. PPL’s shares have experienced volatility and a decrease in market value since the outbreak of COVID-19.

PPL, LKE, LG&E and KU considered whether these events would more likely than not reduce the fair value of the Registrants’ reporting units below their carrying amounts. Based on our assessment, a quantitative impairment test was not required for the LKE, LG&E and KU reporting units, but was required for the U.K. Regulated segment reporting unit, the allocated goodwill of which was $2.5 billion at March 31, 2020. The test did not indicate impairment of the reporting unit.

Management used both discounted cash flows and market multiples, including implied RAV premiums, which required significant assumptions, to estimate the fair value of the reporting units. Significant assumptions used in the discounted cash flows include discount and growth rates, the finalization of RIIO-ED2, and projected operating and capital cash flows. Projected operating and capital cash flows are based on the internal business plans, which assume the occurrence of certain future events. Significant assumptions used in the market multiples include sector market performance and comparable transactions.

A high degree of judgment is required to develop estimates related to fair value conclusions. A decrease in the forecasted cash flows of 10%, an increase in the discount rate of 10%, or a 10% decrease in the market multiples would not have resulted in an impairment of goodwill for the U.K. Regulated segment reporting unit.

Although goodwill was not determined to be impaired at March 31, 2020, it is possible that an impairment charge could occur in future periods if PPL’s share price or any of the assumptions used in determining fair value of the reporting units are negatively impacted.

U.K. Corporation Tax Rate Change (PPL)

The U.K. corporation tax rate was scheduled to reduce from 19% to 17%, effective April 1, 2020. On March 11, 2020, the U.K. Spring Budget 2020 was announced and included a cancellation of the tax rate reduction to 17%. Maintaining the corporation tax rate at 19% for financial years 2020 and 2021 is expected to be included in the Finance Act 2020, which PPL expects will be approved and enacted into law in the third quarter of 2020. The impact of the cancellation of the corporate tax rate reduction, if enacted as proposed, would be an increase in deferred tax liabilities and a corresponding deferred tax cost of approximately $100 to $110 million. 

U.S. Tax Reform (All Registrants)

The IRS issued proposed regulations for certain provisions of the TCJA in 2018, including rules relating to limitations on interest deductibility. These proposed regulations were issued in November 2018 and should not apply to the Registrants until the year in which the regulations are issued in final form, which is expected to be in 2020. It is uncertain what form the final regulations will take and, therefore, the Registrants cannot predict what impact the final regulations will have on the tax deductibility of interest expense. However, if the proposed regulations were issued as final in their current form, the Registrants could have a limitation on a portion of their interest expense deduction for tax purposes and such limitation could be significant. PPL expressed its views on these proposed regulations in a comment letter addressed to the IRS on February 26, 2019.

U.K. Membership in European Union (PPL)
  
In March 2017, the U.K. Government invoked Article 50 (Article 50) of the Lisbon Treaty, formally beginning the two-year period for the U.K. to negotiate an agreement specifying the terms of its withdrawal from the European Union (EU), popularly referred to as Brexit. After repeated extensions, in October 2019, the EU agreed to extend the Article 50 process until January

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31, 2020. Following an early general election in December 2019, which resulted in a substantial Conservative Party Parliamentary majority, the U.K. and EU Parliaments voted to approve the EU withdrawal agreement negotiated by Prime Minister Boris Johnson.

The U.K. formally left the EU on January 31, 2020, entering a transition period that is scheduled to end on December 31, 2020. During the transition period, the U.K. will seek to negotiate a free trade arrangement with the EU and also negotiate new trade terms with countries outside of the EU. Significant uncertainty continues to surround the outcome of the transition period. PPL believes that its greatest risks relate to any extended period of depressed value of the GBP or the potential further decline in the value of the GBP compared to the U.S. dollar. A decline in the value of the GBP compared to the U.S. dollar will reduce the value of WPD's earnings to PPL.
 
PPL has executed hedges to mitigate the foreign exchange risk to its U.K. earnings. As of March 31, 2020, PPL's foreign exchange exposure related to budgeted earnings is approximately 86% hedged for 2020 at an average rate of $1.55 per GBP and approximately 8% hedged for 2021 at an average rate of $1.32 per GBP.

PPL cannot predict the impact, in either the short-term or long-term, on foreign exchange rates or PPL's financial condition that may be experienced as a result of the actions taken by the U.K. government to withdraw from the EU, although such impacts could be material.

PPL does not expect the financial condition and results of operations of WPD, itself, to change significantly as a result of Brexit. The regulatory environment and operation of WPD's businesses are not expected to change. RIIO-ED1, the current price control, with allowed revenues agreed with Ofgem runs through March 2023. The impact of a slower economy or recession on WPD would be mitigated in part because U.K. regulation provides that any reduction in the volume of electricity delivered will be recovered in allowed revenues in future periods through the K-factor adjustment. See "Item 1. Business - Segment Information - U.K. Regulated Segment" in PPL's 2019 Form 10-K for additional information on the current price control and K-factor adjustment. In addition, an increase in inflation would have a positive effect on revenues and RAV as annual inflation adjustments are applied to both revenues and RAV (and real returns are earned on inflated RAV). This impact, however, would be partially offset by higher operation and maintenance expenses and interest expense on index-linked debt. With respect to access to financing, WPD has substantial borrowing capacity under existing credit facilities and expects to continue to have access to all major financial markets. With respect to access to and cost of equipment and other materials, WPD management continues to review U.K. government issued advice on preparations for Brexit and has taken actions to mitigate potential increasing costs and disruption to its critical sources of supply. Additionally, less than 1% of WPD's employees are non-U.K. EU nationals and no change in their domicile is expected.

Regulatory Requirements

(All Registrants)
 
The Registrants cannot predict the impact that future regulatory requirements may have on their financial condition or results of operations.

(PPL, LKE, LG&E and KU)

The businesses of LKE, LG&E and KU are subject to extensive federal, state and local environmental laws, rules and regulations, including those pertaining to CCRs, GHG, and ELGs. See Notes 7, 10 and 15 to the Financial Statements for a discussion of these significant environmental matters. These and other stringent environmental requirements led PPL, LKE, LG&E and KU to retire approximately 1,000 MW of coal-fired generating plants in Kentucky since 2015.

RIIO-2 Framework (PPL)

In 2018, Ofgem issued its consultation document on the RIIO-2 framework, covering all U.K. gas and electricity transmission and distribution price controls. The current electricity distribution price control, RIIO-ED1, continues through March 31, 2023 and will not be impacted by the RIIO-2 consultation process. Later in 2018, Ofgem published its decision following its RIIO-2 framework consultation after consideration of comments received including those from WPD and PPL.

In August 2019, Ofgem published an open letter seeking views on its proposed sector specific approach on the RIIO-ED2 framework. WPD and PPL provided responses to this open letter. In December 2019, Ofgem published its decision on the RIIO-ED2 framework, thus confirming the following points in its RIIO-2 and RIIO-ED2 framework decision documents:

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RIIO-ED2 will be a five-year price control period, compared to eight years in the current RIIO-ED1 price control.
CPI or CPIH will be used for inflation measurement in calculating both RAV and allowed returns rather than RPI.
The baseline allowed return on equity will be set using the same methodology in all RIIO-2 sectors. The new methodology includes; (a) an equity indexation, whereby the allowed return on equity is updated to reflect changes in the risk-free rate, and (b) potentially setting the allowed return 0.5% below the expected return.
Full debt indexation will be retained.
The early settlement process (fast tracking) will be removed and replaced with an alternative mechanism to incentivize high-quality, rigorous and ambitious business plans.
The Totex incentive rate will be based on a confidence level for setting baseline cost allowances.
A new enhanced engagement model will be introduced requiring distribution companies to set up a customer engagement group to provide Ofgem with a public report of local stakeholders’ views on the companies’ business plans. Ofgem will also establish an independent RIIO-2 challenge group comprised of consumer experts to provide Ofgem with a public report on companies’ business plans.
There will be no change to the existing depreciation policy of using economic asset lives as the basis for depreciating RAV as part of base revenue calculations. WPD is currently transitioning to 45-year asset lives for new additions in RIIO-ED1 based on Ofgem’s extensive review of asset lives in RIIO-ED1.
A focus of RIIO-2 will be on whole-system outcomes. Ofgem intends network companies and system operators working together to ensure the energy system as a whole is efficient and delivers the best value to consumers. Ofgem is undertaking further work to clarify the definition of whole-system and the appropriate roles of the network companies in supporting this objective. Ofgem is still undecided on how DSO functions are to be treated. Ofgem will include a DSO reopener to reassess progress made in the establishment of DSO activities.

Ofgem will now shift focus to the development of the RIIO-ED2 price control methodology, with the consultation expected to be published by the third quarter of 2020. WPD and PPL continue to be fully engaged in the RIIO-ED2 process. PPL cannot predict the outcome of this process or the long-term impact the final RIIO-ED2 price control will have on its financial condition or results of operations. Any decision for RIIO-ED2 will not be finalized until November 2022. The RIIO-ED2 price control will come into effect on April 1, 2023.

FERC Transmission Rate Filing

(PPL, LKE, LG&E and KU)

In 2018, LG&E and KU applied to the FERC requesting elimination of certain on-going credits to a sub-set of transmission customers relating to the 1998 merger of LG&E's and KU's parent entities and the 2006 withdrawal of LG&E and KU from the Midcontinent Independent System Operator, Inc. (MISO), a regional transmission operator and energy market. The application seeks termination of LG&E's and KU's commitment to provide certain Kentucky municipalities mitigation for certain horizontal market power concerns arising out of the 1998 LG&E and KU merger and 2006 MISO withdrawal. The amounts at issue are generally waivers or credits granted to a limited number of Kentucky municipalities for either certain LG&E and KU or MISO transmission charges incurred for transmission service received. Due to the development of robust, accessible energy markets over time, LG&E and KU believe the mitigation commitments are no longer relevant or appropriate. In March 2019, the FERC granted LG&E's and KU's request to remove the ongoing credits, conditioned upon the implementation by LG&E and KU of a transition mechanism for certain existing power supply arrangements, subject to FERC review and approval. In July 2019, LG&E and KU proposed their transition mechanism to the FERC and in September 2019, the FERC rejected the proposed transition mechanism and issued a separate order providing clarifications of certain aspects of the March order. In October 2019, LG&E and KU filed requests for rehearing and clarification on the two September orders. In November 2019, the FERC granted LG&E and KU's and other parties' rehearing requests. Additionally, certain petitions for review of FERC's orders have been filed by multiple parties, including LG&E and KU, at the D.C. Circuit Court of Appeals. LG&E and KU cannot predict the outcome of the proceedings. In February 2020, the D.C. Circuit Court of Appeals issued an order holding the various appeals in abeyance pending the FERC's rehearing process. LG&E and KU currently receive recovery of waivers and credits provided through other rate mechanisms.


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(PPL and PPL Electric)

In April 2020, PPL Electric filed its annual transmission formula rate update with the FERC, reflecting a revised revenue requirement that will take effect in June 2020.

Rate Case Proceedings

(LKE and KU)

In July 2019, KU filed a request with the VSCC for an increase in annual Virginia base electricity revenues of approximately $13 million, representing an increase of 18.2%. In January 2020, KU reached a partial settlement agreement including an increase in annual Virginia base electricity revenues of $9 million effective May 1, 2020, representing an increase of 12.9%. A hearing on the settlement and certain tariff provisions was held in January 2020. On April 6, 2020, the VSCC issued an order approving the settlement and Hearing Examiner tariff provision recommendations.

Results of Operations

(PPL)

The "Statement of Income Analysis" discussion below describes significant changes in principal line items on PPL's Statements of Income, comparing the three months ended March 31, 2020 with the same period in 2019. The "Segment Earnings" and "Adjusted Gross Margins" discussions for PPL provide a review of results by reportable segment. These discussions include non-GAAP financial measures, including "Earnings from Ongoing Operations" and "Adjusted Gross Margins," and provide explanations of the non-GAAP financial measures and a reconciliation of those measures to the most comparable GAAP measure.

Tables analyzing changes in amounts between periods within "Statement of Income Analysis," "Segment Earnings" and "Adjusted Gross Margins" are presented on a constant GBP to U.S. dollar exchange rate basis, where applicable, in order to isolate the impact of the change in the exchange rate on the item being explained. Results computed on a constant GBP to U.S. dollar exchange rate basis are calculated by translating current year results at the prior year weighted-average GBP to U.S. dollar exchange rate.

(PPL Electric, LKE, LG&E and KU)

A "Statement of Income Analysis" is presented separately for PPL Electric, LKE, LG&E and KU. The "Statement of Income Analysis" discussion below describes significant changes in principal line items on the Statements of Income, comparing the three months ended March 31, 2020 with the same period in 2019.

(All Registrants)

The results for interim periods can be disproportionately influenced by numerous factors and developments and by seasonal variations. As such, the results of operations for interim periods do not necessarily indicate results or trends for the year or future periods.


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PPL: Statement of Income Analysis, Segment Earnings and Adjusted Gross Margins

Statement of Income Analysis

Net income for the period ended March 31 includes the following results.
 Three Months
 2020 2019 $ Change
Operating Revenues$2,054
 $2,079
 $(25)
Operating Expenses     
Operation     
Fuel163
 194
 (31)
Energy purchases201
 250
 (49)
Other operation and maintenance476
 490
 (14)
Depreciation317
 284
 33
Taxes, other than income80
 80
 
Total Operating Expenses1,237
 1,298
 (61)
Other Income (Expense) - net125
 52
 73
Interest Expense248
 241
 7
Income Taxes140
 126
 14
Net Income$554
 $466
 $88

Operating Revenues

The increase (decrease) in operating revenues was due to:
 Three Months
Domestic: 
PPL Electric Distribution volumes (a)$(24)
PPL Electric PLR (b)(27)
PPL Electric Transmission Formula Rate (c)16
LKE Retail Rates (d)49
LKE ECR (e)19
LKE Fuel and other energy purchase prices (f)(21)
LKE Municipal supply (g)(22)
LKE Volumes (h)(38)
Other(8)
Total Domestic(56)
U.K.: 
Price18
Foreign currency exchange rates9
Other4
Total U.K.31
Total$(25)

(a)The decrease was primarily due to warmer weather in 2020.
(b)The decrease was primarily due to lower energy volumes of $16 million primarily due to warmer weather in 2020 and lower energy prices of $11 million.
(c)The increase was primarily due to increased returns on capital investments.
(d)The increase was primarily due to higher base rates, inclusive of the termination of the TCJA bill credit mechanism, effective May 1, 2019.
(e)The increase was primarily due to higher recoverable depreciation expense as a result of higher depreciation rates effective May 1, 2019.
(f)The decrease was primarily due to lower recoveries of fuel and energy purchases due to lower commodity costs.
(g)The decrease was primarily due to the termination of eight supply contracts with Kentucky municipalities on April 30, 2019
(h)The decrease was primarily due to weather.


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Fuel

Fuel decreased $31 million primarily due to a $13 million decrease in volumes driven by weather, a $10 million decrease in commodity costs and an $8 million decrease in volumes driven by the termination of eight supply contracts with Kentucky municipalities on April 30, 2019.

Energy Purchases

Energy purchases decreased $49 million primarily due to lower PLR prices of $18 million and lower PLR volumes of $14 million at PPL Electric as well as a $14 million decrease in commodity costs at LKE.

Other Operation and Maintenance

The increase (decrease) in other operation and maintenance was due to:
 Three Months
Domestic: 
PPL Electric storm costs$(16)
LKE plant operations and maintenance(3)
LKE administrative and general(5)
Other(2)
U.K.: 
Pension2
Foreign currency exchange rates2
Third-party engineering2
Other6
Total$(14)

Depreciation

The increase in depreciation was due to:
 Three Months
Additions to PP&E, net$11
Foreign currency exchange rates1
Depreciation rates (a)19
Other2
Total$33

(a)Higher depreciation rates were effective May 1, 2019 at LG&E and KU.

Other Income (Expense) - net

The increase (decrease) in other income (expense) - net was due to:
 Three Months
Economic foreign currency exchange contracts (Note 14)$95
Defined benefit plans - non-service credits (Note 9)(12)
Other(10)
Total$73


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Interest Expense

The increase (decrease) in interest expense was due to:
 Three Months
Long-term debt interest expense$8
Short-term debt interest expense(2)
Foreign currency exchange rates1
Total$7

Income Taxes

Income taxes increased by $14 million primarily due to a change in pre-tax income. See Note 6 to the Financial Statements for additional information on income taxes.

Segment Earnings

PPL's Net Income by reportable segment for the period ended March 31 was as follows:
 Three Months
 2020 2019 $ Change
U.K. Regulated$340
 $264
 $76
Kentucky Regulated127
 117
 10
Pennsylvania Regulated118
 121
 (3)
Corporate and Other (a)(31) (36) 5
Net Income$554
 $466
 $88

(a)Primarily represents financing and certain other costs incurred at the corporate level that have not been allocated or assigned to the segments, which are presented to reconcile segment information to PPL's consolidated results.

Earnings from Ongoing Operations

Management utilizes "Earnings from Ongoing Operations" as a non-GAAP financial measure that should not be considered as an alternative to net income, an indicator of operating performance determined in accordance with GAAP. PPL believes that Earnings from Ongoing Operations is useful and meaningful to investors because it provides management's view of PPL's earnings performance as another criterion in making investment decisions. In addition, PPL's management uses Earnings from Ongoing Operations in measuring achievement of certain corporate performance goals, including targets for certain executive incentive compensation. Other companies may use different measures to present financial performance.

Earnings from Ongoing Operations is adjusted for the impact of special items. Special items are presented in the financial tables on an after-tax basis with the related income taxes on special items separately disclosed. Income taxes on special items, when applicable, are calculated based on the statutory tax rate of the entity where the activity is recorded. Special items may include items such as:

• Unrealized gains or losses on foreign currency economic hedges (as discussed below).
• Gains and losses on sales of assets not in the ordinary course of business.
• Impairment charges.
• Significant workforce reduction and other restructuring effects.
• Acquisition and divestiture-related adjustments.
• Other charges or credits that are, in management's view, non-recurring or otherwise not reflective of the company's ongoing operations.

Unrealized gains or losses on foreign currency economic hedges include the changes in fair value of foreign currency contracts used to hedge GBP-denominated anticipated earnings. The changes in fair value of these contracts are recognized immediately within GAAP earnings. Management believes that excluding these amounts from Earnings from Ongoing Operations until settlement of the contracts provides a better matching of the financial impacts of those contracts with the economic value of PPL's underlying hedged earnings. See Note 14 to the Financial Statements and "Risk Management" below for additional information on foreign currency economic activity.

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PPL's Earnings from Ongoing Operations by reportable segment for the period ended March 31 were as follows:
 Three Months
 2020 2019 $ Change
U.K. Regulated$298
 $304
 $(6)
Kentucky Regulated127
 117
 10
Pennsylvania Regulated118
 121
 (3)
Corporate and Other(29) (34) 5
Earnings from Ongoing Operations$514
 $508
 $6

See "Reconciliation of Earnings from Ongoing Operations" below for a reconciliation of this non-GAAP financial measure to Net Income.

U.K. Regulated Segment

The U.K. Regulated segment consists of PPL Global, which primarily includes WPD's regulated electricity distribution operations, the results of hedging the translation of WPD's earnings from GBP into U.S. dollars, and certain costs, such as U.S. income taxes, administrative costs and certain acquisition-related financing costs. The U.K. Regulated segment represents 61% of PPL's Net Income for the three months ended March 31, 2020 and 39% of PPL's assets at March 31, 2020.

Net Income and Earnings from Ongoing Operations for the period ended March 31 include the following results.
 Three Months
 2020 2019 $ Change
Operating revenues$614

$583
 $31
Other operation and maintenance129
 118
 11
Depreciation66
 62
 4
Taxes, other than income33
 32
 1
Total operating expenses228
 212
 16
Other Income (Expense) - net130
 45
 85
Interest Expense102
 99
 3
Income Taxes74
 53
 21
Net Income340

264
 76
Less: Special Items42
 (40) 82
Earnings from Ongoing Operations$298
 $304
 $(6)

The following after-tax gains (losses), which management considers special items, impacted the U.K. Regulated segment's results and are excluded from Earnings from Ongoing Operations during the period ended March 31.
 Income Statement Line Item Three Months
  2020 2019
Foreign currency economic hedges, net of tax of ($11), $11 (a)Other Income (Expense) - net $42
 $(40)
Total Special Items  $42
 $(40)

(a)Unrealized gains (losses) on contracts that economically hedge anticipated GBP-denominated earnings.

The changes in the components of the U.K. Regulated segment's results between these periods are due to the factors set forth below, which reflect amounts classified as U.K. Adjusted Gross Margins, the items that management considers special and the effects of movements in foreign currency exchange, including the effects of foreign currency hedge contracts, on separate lines and not in their respective Statement of Income line items.

79


 Three Months
U.K. 
U.K. Adjusted Gross Margins$20
Other operation and maintenance(10)
Depreciation(4)
Other Income (Expense) - net(11)
Interest expense(2)
Income taxes1
U.S. 
Income taxes(1)
Other3
Foreign currency exchange, after-tax(2)
Earnings from Ongoing Operations(6)
Special items, after-tax82
Net Income$76

U.K.

See "Adjusted Gross Margins - Changes in Adjusted Gross Margins" for an explanation of U.K. Adjusted Gross Margins.

Higher other operation and maintenance expense primarily from increases in various costs that were not individually significant in comparison to the prior year.

Lower other income (expense) - net primarily from lower pension income.

Kentucky Regulated Segment

The Kentucky Regulated segment consists primarily of LKE's 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. In addition, certain acquisition-related financing costs are allocated to the Kentucky Regulated segment. The Kentucky Regulated segment represents 23% of PPL's Net Income for the three months ended March 31, 2020 and 34% of PPL's assets at March 31, 2020.

Net Income and Earnings from Ongoing Operations for the period ended March 31 include the following results.


Three Months
 2020 2019 $ Change
Operating revenues$825
 $845
 $(20)
Fuel  163
 194
 (31)
Energy purchases57
 79
 (22)
Other operation and maintenance204
 214
 (10)
Depreciation149
 123
 26
Taxes, other than income18
 18
 
Total operating expenses591
 628
 (37)
Other Income (Expense) - net

 
 
Interest Expense75
 70
 5
Income Taxes32
 30
 2
Net Income127
 117
 10
Less: Special Items (a)
 
 
Earnings from Ongoing Operations$127
 $117
 $10

(a)There are no items that management considers special for the periods presented.

The changes in the components of the Kentucky Regulated segment's results between these periods are due to the factors set forth below, which reflect amounts classified as Kentucky Adjusted Gross Margins on separate lines and not in their respective Statement of Income line items.

80


 Three Months
Kentucky Adjusted Gross Margins$17
Other operation and maintenance9
Depreciation(8)
Taxes, other than income(1)
Interest Expense(5)
Income Taxes(2)
Net Income$10

See "Adjusted Gross Margins - Changes in Adjusted Gross Margins" for an explanation of Kentucky Adjusted Gross Margins.

Lower other operation and maintenance expense primarily from decreases in various costs that were not individually significant in comparison to the prior year.

Higher depreciation expense primarily due to a $5 million increase related to higher depreciation rates effective May 1, 2019 and a $3 million increase related to additional assets placed into service, net of retirements.

Pennsylvania Regulated Segment

The Pennsylvania Regulated segment includes the regulated electricity transmission and distribution operations of PPL Electric. In addition, certain costs are allocated to the Pennsylvania Regulated segment. The Pennsylvania Regulated segment represents 21% of PPL's Net Income for the three months ended March 31, 2020 and 26% of PPL's assets at March 31, 2020.

Net Income and Earnings from Ongoing Operations for the period ended March 31 include the following results.
 Three Months
  
2020 2019 $ Change
Operating revenues$608
 $645
 $(37)
Energy purchases144
 171
 (27)
Other operation and maintenance137
 150
 (13)
Depreciation98
 95
 3
Taxes, other than income30
 31
 (1)
Total operating expenses409
 447
 (38)
Other Income (Expense) - net4
 7
 (3)
Interest Expense44
 42
 2
Income Taxes41
 42
 (1)
Net Income118
 121
 (3)
Less: Special Item (a)


 
Earnings from Ongoing Operations$118
 $121
 $(3)

(a)There are no items that management considers special for the periods presented.

The changes in the components of the Pennsylvania Regulated segment's results between these periods are due to the factors set forth below, which reflect amounts classified as Pennsylvania Adjusted Gross Margins on a separate line and not in their respective Statement of Income line items.
 Three Months
Pennsylvania Adjusted Gross Margins$(2)
Other operation and maintenance5
Depreciation(1)
Taxes, other than income(1)
Other Income (Expense) - net(3)
Interest Expense(2)
Income Taxes1
Net Income$(3)

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See "Adjusted Gross Margins - Changes in Adjusted Gross Margins" for an explanation of Pennsylvania Adjusted Gross Margins.

Lower other operation and maintenance expense primarily due to lower storm costs of $11 million, partially offset by higher project cancellation costs of $6 million.

Reconciliation of Earnings from Ongoing Operations

The following tables contain after-tax gains (losses), in total, which management considers special items, that are excluded from Earnings from Ongoing Operations and a reconciliation to PPL's "Net Income" for the period ended March 31.
 2020 Three Months
 U.K.
Regulated
 KY
Regulated
 PA
Regulated
 Corporate
and Other
 Total
Net Income$340
 $127
 $118
 $(31) $554
Less: Special Items (expense) benefit:         
Foreign currency economic hedges, net of tax of ($11)42
 
 
 
 42
Talen litigation costs, net of tax of $1 (a)
 
 
 (2) (2)
Total Special Items42
 
 
 (2) 40
Earnings from Ongoing Operations$298
 $127
 $118
 $(29) $514
          
 2019 Three Months
 U.K.
Regulated
 KY
Regulated
 PA
Regulated
 Corporate
and Other
 Total
Net Income$264
 $117
 $121
 $(36) $466
Less: Special Items (expense) benefit:         
Foreign currency economic hedges, net of tax of $11(40) 
 
 
 (40)
Talen litigation costs, net of tax of $0 (a)
 
 
 (2) (2)
Total Special Items(40) 
 
 (2) (42)
Earnings from Ongoing Operations$304
 $117
 $121
 $(34) $508

(a)PPL incurred legal expenses related to litigation with its former affiliate, Talen Montana. See Note 10 to the Financial Statements for additional information.

Adjusted Gross Margins

Management also utilizes the following non-GAAP financial measures as indicators of performance for its businesses:

"U.K. Adjusted Gross Margins" is a single financial performance measure of the electricity distribution operations of the U.K. Regulated segment. In calculating this measure, direct costs such as connection charges from National Grid, which owns and manages the electricity transmission network in England and Wales, and Ofgem license fees (recorded in "Other operation and maintenance" on the Statements of Income) are deducted from operating revenues, as they are costs passed through to customers. As a result, this measure represents the net revenues from the delivery of electricity across WPD's distribution network in the U.K. and directly related activities.

"Kentucky Adjusted Gross Margins" is a single financial performance measure of the electricity generation, transmission and distribution operations of the Kentucky Regulated segment, as well as the Kentucky Regulated segment's distribution and sale of natural gas. In calculating this measure, fuel, energy purchases and certain variable costs of production (recorded in "Other operation and maintenance" on the Statements of Income) are deducted from operating revenues. In addition, certain other expenses, recorded in "Other operation and maintenance", "Depreciation" and "Taxes, other than income" on the Statements of Income, associated with approved cost recovery mechanisms are offset against the recovery of those expenses, which are included in revenues. These mechanisms allow for direct recovery of these expenses and, in some cases, returns on capital investments and performance incentives. As a result, this measure represents the net revenues from electricity and gas operations.

"Pennsylvania Adjusted Gross Margins" is a single financial performance measure of the electricity transmission and distribution operations of the Pennsylvania Regulated segment. In calculating this measure, utility revenues and expenses

82


associated with approved recovery mechanisms, including energy provided as a PLR, are offset with minimal impact on earnings. Costs associated with these mechanisms are recorded in "Energy purchases," "Other operation and maintenance," (which are primarily Act 129, Storm Damage and Universal Service program costs), "Depreciation," (which is primarily related to the Act 129 Smart Meter program) and "Taxes, other than income," (which is primarily gross receipts tax) on the Statements of Income. This measure represents the net revenues from the Pennsylvania Regulated segment's electricity delivery operations.

These measures are not intended to replace "Operating Income," which is determined in accordance with GAAP, as an indicator of overall operating performance. Other companies may use different measures to analyze and report their results of operations. Management believes these measures provide additional useful criteria to make investment decisions. These performance measures are used, in conjunction with other information, by senior management and PPL's Board of Directors to manage operations and analyze actual results compared with budget.

Changes in Adjusted Gross Margins

The following table shows Adjusted Gross Margins by PPL's reportable segment and by component, as applicable, for the period ended March 31 as well as the change between period. The factors that gave rise to the changes are described following the table.
 Three Months
 2020 2019 $ Change
U.K. Regulated 
  
  
U.K. Adjusted Gross Margins$575
 $546
 $29
Impact of changes in foreign currency exchange rates    9
U.K. Adjusted Gross Margins excluding impact of foreign currency exchange rates    $20
      
Kentucky Regulated     
Kentucky Adjusted Gross Margins     
Total Kentucky Adjusted Gross Margins$547
 $530
 $17
      
Pennsylvania Regulated     
Pennsylvania Adjusted Gross Margins     
Distribution$242
 $260
 $(18)
Transmission159
 143
 16
Total Pennsylvania Adjusted Gross Margins$401
 $403
 $(2)

U.K. Adjusted Gross Margins

U.K. Adjusted Gross Margins, excluding the impact of changes in foreign currency exchange rates, increased primarily due to the April 1, 2019 price increase.

Kentucky Adjusted Gross Margins

Kentucky Adjusted Gross Margins increased primarily due to higher retail rates approved by the KPSC of $49 million, inclusive of the termination of the TCJA bill credit mechanism, partially offset by $17 million of decreased sales volumes primarily due to weather and a $14 million decrease due to the termination of eight supply contracts with Kentucky municipalities on April 30, 2019.

Pennsylvania Adjusted Gross Margins

Distribution

Distribution Adjusted Gross Margins decreased $26 million due to lower volumes primarily as a result of warmer weather in 2020, partially offset by $8 million of returns on additional distribution system improvement capital investments.


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Transmission

Transmission Adjusted Gross Margins increased primarily due to returns on additional transmission capital investments focused on replacing aging infrastructure and improving reliability.

Reconciliation of Adjusted Gross Margins

The following tables contain the components from the Statement of Income that are included in the non-GAAP financial measures and a reconciliation to PPL's "Operating Income" for the periods ended March 31.
 2020 Three Months
 U.K.
Adjusted Gross
Margins
 Kentucky
Adjusted Gross
Margins
 Pennsylvania Adjusted Gross
Margins
 Other (a) Operating
Income (b)
Operating Revenues$605
(c)$825
 $608
 $16
 $2,054
Operating Expenses         
Fuel
 163
 
 
 163
Energy purchases
 57
 144
 
 201
Other operation and maintenance30
 21
 23
 402
 476
Depreciation
 37
 12
 268
 317
Taxes, other than income
 
 28
 52
 80
Total Operating Expenses30
 278
 207
 722
 1,237
Total   $575
 $547
 $401
 $(706) $817
          
 2019 Three Months
 U.K.
Adjusted Gross
Margins
 Kentucky
Adjusted Gross
Margins
 Pennsylvania Adjusted Gross
Margins
 Other (a) Operating
Income (b)
Operating Revenues$574
(c)$845
 $645
 $15
 $2,079
Operating Expenses         
Fuel
 194
 
 
 194
Energy purchases
 79
 171
 
 250
Other operation and maintenance28
 22
 31
 409
 490
Depreciation
 19
 10
 255
 284
Taxes, other than income
 1
 30
 49
 80
Total Operating Expenses28
 315
 242
 713
 1,298
Total   $546
 $530
 $403
 $(698) $781

(a)Represents amounts excluded from Adjusted Gross Margins.
(b)As reported on the Statements of Income.
(c)Excludes ancillary revenues of $9 million for the three months ended March 31, 2020 and 2019.


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PPL Electric: Statement of Income Analysis

Statement of Income Analysis

Net income for the periods ended March 31 includes the following results.
 Three Months
 2020 2019 $ Change
Operating Revenues$608
 $645
 $(37)
Operating Expenses     
Operation     
Energy purchases144
 171
 (27)
Other operation and maintenance137
 150
 (13)
Depreciation98
 95
 3
Taxes, other than income30
 31
 (1)
Total Operating Expenses409
 447
 (38)
Other Income (Expense) - net3
 5
 (2)
Interest Income from Affiliate1
 2
 (1)
Interest Expense44
 42
 2
Income Taxes41
 42
 (1)
Net Income$118
 $121
 $(3)

Operating Revenues

The increase (decrease) in operating revenues was due to:
 Three Months
Distribution volume (a)$(24)
PLR (b)(27)
Transmission Formula Rate (c)16
Other(2)
Total$(37)

(a)The decrease was primarily due to warmer weather in 2020.
(b)The decrease was primarily due to lower energy volumes of $16 million primarily due to warmer weather in 2020 and lower energy prices of $11 million.
(c)The increase was primarily due to increased returns on capital investments.

Energy Purchases

Energy purchases decreased $27 million primarily due to lower PLR prices of $18 million and lower PLR volumes of $14 million, partially offset by higher transmission enhancement expenses of $6 million.

Other Operation and Maintenance

The increase (decrease) in other operation and maintenance was due to:
 Three Months
Storm costs$(16)
Act 129(3)
Bad debts(2)
Canceled projects6
Other2
Total$(13)


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LKE: Statement of Income Analysis
 
Statement of Income Analysis
 
Net income for the period ended March 31 includes the following results.
 Three Months
 2020 2019 $ Change
Operating Revenues$825
 $845
 $(20)
Operating Expenses     
Operation     
Fuel163
 194
 (31)
Energy purchases57
 79
 (22)
Other operation and maintenance204
 214
 (10)
Depreciation149
 123
 26
Taxes, other than income18
 18
 
Total Operating Expenses591
 628
 (37)
Interest Expense58
 54
 4
Interest Expense with Affiliate7
 7
 
Income Taxes34
 32
 2
Net Income$135
 $124
 $11

Operating Revenues

The increase (decrease) in operating revenues was due to:
 Three Months
Retail rates (a)$49
ECR (b)19
Fuel and other energy prices (c)(21)
Municipal supply (d)(22)
Volumes (e)(38)
Other(7)
Total$(20)

(a)The increase was primarily due to higher base rates, inclusive of the termination of the TCJA bill credit mechanism, effective May 1, 2019.
(b)The increase was primarily due to higher recoverable depreciation expense as a result of higher depreciation rates effective May 1, 2019.
(c)The decrease was primarily due to lower recoveries of fuel and energy purchases due to lower commodity costs.
(d)The decrease was primarily due to the termination of eight supply contracts with Kentucky municipalities on April 30, 2019.
(e)The decrease was primarily due to weather.

Fuel

Fuel decreased $31 million primarily due to a $13 million decrease in volumes driven by weather, a $10 million decrease in commodity costs and an $8 million decrease in volumes driven by the termination of eight supply contracts with Kentucky municipalities on April 30, 2019.

Energy Purchases

Energy purchases decreased $22 million primarily due to a $14 million decrease in commodity costs and a $6 million decrease in gas volumes driven by weather.

Other Operation and Maintenance

The increase (decrease) in other operation and maintenance was due to:

86


 Three Months
Administrative and general$(5)
Plant operations and maintenance(3)
Other(2)
Total$(10)

Depreciation

Depreciation increased $26 million primarily due to a $19 million increase related to higher depreciation rates effective May 1, 2019 and an $6 million increase related to additional assets placed into service, net of retirements.

LG&E: Statement of Income Analysis

Statement of Income Analysis

Net income for the period ended March 31 includes the following results.
 Three Months
 2020 2019 $ Change
Operating Revenues    

Retail and wholesale$393
 $397
 $(4)
Electric revenue from affiliate14
 13
 1
Total Operating Revenues407
 410
 (3)
Operating Expenses    

Operation     
Fuel74
 78
 (4)
Energy purchases52
 74
 (22)
Energy purchases from affiliate
 2
 (2)
Other operation and maintenance92
 94
 (2)
Depreciation64
 51
 13
Taxes, other than income10
 9
 1
Total Operating Expenses292
 308
 (16)
Other Income (Expense) - net(1) 
 (1)
Interest Expense22
 21
 1
Income Taxes19
 17
 2
Net Income$73
 $64
 $9
 
Operating Revenues

The increase (decrease) in operating revenues was due to:
 Three Months
Retail rates (a)$20
ECR (b)8
Fuel and other energy prices (c)(12)
Volumes (d)(18)
Other(1)
Total$(3)

(a)The increase was primarily due to higher base rates, inclusive of the termination of the TCJA bill credit mechanism, effective May 1, 2019.
(b)The increase was primarily due to higher recoverable depreciation expense as a result of higher depreciation rates effective May 1, 2019.
(c)The decrease was primarily due to lower recoveries of fuel and energy purchases due to lower commodity costs.
(d)The decrease was primarily due to weather.


87


Fuel

Fuel decreased $4 million primarily due to a $3 decrease in commodity costs and a $1 decrease in volumes driven by weather.

Energy Purchases

Energy purchases decreased $22 million primarily due to a $14 million decrease in commodity costs and a $6 million decrease in gas volumes driven by weather.

Depreciation

Depreciation increased $13 million primarily due to a $9 million increase related to higher depreciation rates effective May 1, 2019 and a $4 million increase related to additional assets placed into service, net of retirements.

KU: Statement of Income Analysis

Statement of Income Analysis
 
Net income for the period ended March 31 includes the following results.
 Three Months
 2020 2019 $ Change
Operating Revenues     
Retail and wholesale$432
 $448
 $(16)
Electric revenue from affiliate
 2
 (2)
Total Operating Revenues432
 450
 (18)
Operating Expenses     
Operation     
Fuel89
 116
 (27)
Energy purchases5
 5
 
Energy purchases from affiliate14
 13
 1
Other operation and maintenance104
 108
 (4)
Depreciation84
 72
 12
Taxes, other than income9
 9
 
Total Operating Expenses305
 323
 (18)
Other Income (Expense) - net1
 2
 (1)
Interest Expense28
 26
 2
Income Taxes20
 22
 (2)
Net Income$80
 $81
 $(1)

Operating Revenues
 
The increase (decrease) in operating revenues was due to:
 Three Months
Municipal supply (a)$(22)
Volumes (b)(20)
Fuel and other energy prices (c)(9)
ECR (d)11
Retail rates (e)29
Other(7)
Total$(18)

(a)The decrease was primarily due to the termination of eight supply contracts with Kentucky municipalities on April 30, 2019.
(b)The decrease was primarily due to weather.
(c)The decrease was primarily due to lower recoveries of fuel and energy purchases due to lower commodity costs.
(d)The increase was primarily due to higher recoverable depreciation expense as a result of higher depreciation rates effective May 1, 2019.

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(e)The increase was due to higher base rates, inclusive of the termination of the TCJA bill credit mechanism, effective May 1, 2019.

Fuel

Fuel decreased $27 million primarily due to a $12 million decrease in volumes driven by weather, an $8 million decrease in volumes driven by the termination of eight supply contracts with Kentucky municipalities on April 30, 2019 and a $7 million decrease in commodity.

Other Operation and Maintenance

The increase (decrease) in other operation and maintenance was due to:
 Three Months
Plant operations and maintenance$(2)
Administrative and general(1)
Other(1)
Total$(4)

Depreciation

Depreciation increased $12 million primarily due to a $10 million increase related to higher depreciation rates effective May 1, 2019 and a $2 million increase related to additional assets placed into service, net of retirements.

Financial Condition

The remainder of this Item 2 in this Form 10-Q is presented on a combined basis, providing information, as applicable, for all Registrants.

Liquidity and Capital Resources

(All Registrants)

The Registrants had the following at:
 PPL (a) PPL Electric LKE LG&E KU
March 31, 2020         
Cash and cash equivalents$915
 $33
 $47
 $7
 $40
Short-term debt1,696
 85
 303
 159
 144
Long-term debt due within one year1,170
 
 975
 
 500
Notes payable with affiliates  
 242
 21
 
          
December 31, 2019         
Cash and cash equivalents$815
 $262
 $27
 $15
 $12
Short-term debt1,151
 
 388
 238
 150
Long-term debt due within one year1,172
 
 975
 
 500
Notes payable with affiliates  
 150
 
 
 
(a)At March 31, 2020, $174 million of cash and cash equivalents were denominated in GBP. If these amounts would be remitted as dividends, PPL would not anticipate an incremental U.S. tax cost. See Note 6 to the Financial Statements in PPL's 2019 Form 10-K for additional information on undistributed earnings of WPD.
 
Net cash provided by (used in) operating, investing and financing activities for the three month periods ended March 31, and the changes between periods, were as follows.

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 PPL PPL Electric LKE LG&E KU
2020         
Operating activities$692
 $132
 $320
 $171
 $193
Investing activities(833) (281) (255) (117) (159)
Financing activities240
 (80) (45) (62) (6)
2019         
Operating activities$474
 $81
 $270
 $157
 $174
Investing activities(722) (264) (278) (117) (161)
Financing activities142
 (61) 6
 (41) (14)
Change - Cash Provided (Used)         
Operating activities$218
 $51
 $50
 $14
 $19
Investing activities(111) (17) 23
 
 2
Financing activities98
 (19) (51) (21) 8
 
Operating Activities
 
The components of the change in cash provided by (used in) operating activities for the three months ended March 31, 2020 compared with 2019 were as follows.
 PPL PPL Electric LKE LG&E KU
Change - Cash Provided (Used)         
Net income$88
 $(3) $11
 $9
 $(1)
Non-cash components(44) 29
 18
 (3) 2
Working capital98
 14
 7
 12
 8
Defined benefit plan funding2
 
 (2) (4) (1)
Other operating activities74
 11
 16
 
 11
Total$218
 $51
 $50
 $14
 $19
 
(PPL)

PPL's cash provided by operating activities in 2020 increased $218 million compared with 2019.
Net income increased $88 million between the periods and included a decrease in non-cash charges of $44 million. The decrease in non-cash charges was primarily due to an increase in unrealized gains on hedging activities, partially offset by an increase in depreciation expense (primarily due to higher depreciation rates and additional assets placed into service, net of retirements), an increase in deferred income taxes (due to book versus tax plant timing differences and Federal net operating losses) and a decrease in the U.K. net periodic defined benefit credits (primarily due to higher levels of unrecognized losses being amortized).

The $98 million increase in cash from changes in working capital was primarily due to an increase in accounts payable (primarily due to timing of payments), a decrease in accounts receivable (primarily due to timing of receipts) and a decrease in unbilled revenues (primarily due to weather).

The $74 million increase in cash provided by other operating activities was primarily due to an increase in non-current regulatory liabilities, an increase in accrued pension obligation and an increase in ARO expenditures.

(PPL Electric)
 
PPL Electric's cash provided by operating activities in 2020 increased $51 million compared with 2019.
Net income decreased $3 million between the periods and included an increase in non-cash components of $29 million. The increase in non-cash components was primarily due to a $16 million increase in deferred income taxes (due to book versus tax plant timing differences and Federal net operating losses) and a $10 million increase in other expenses (primarily due to an increase in canceled projects).

The $14 million increase in cash from changes in working capital was primarily due to a decrease in unbilled revenues (primarily due to weather) and a decrease in prepayments (primarily due to timing of prepayments including gross

90


receipt tax and other income tax prepayments), partially offset by a decrease in accounts payable (primarily due to timing of payments).

The $11 million increase in cash provided by other operating activities was primarily due to an increase in other liabilities (primarily due to an increase in accrued pension obligations and noncurrent regulatory liabilities).

(LKE)
 
LKE's cash provided by operating activities in 2020 increased $50 million compared with 2019.
Net income increased $11 million between the periods and included an increase in non-cash components of $18 million. The increase in non-cash components was primarily driven by an increase in depreciation expense (primarily due to higher depreciation rates and additional assets placed into service, net of retirements).

The increase in cash from changes in working capital was primarily driven by an increase in accounts payable (primarily due to timing of payments), a decrease in accounts receivable (primarily due to weather) and an increase in interest payable (primarily due to higher interest rates and higher outstanding debt) partially offset by a decrease in other current liabilities (primarily due to timing of payments).

The increase in cash provided by other operating activities was driven primarily by a decrease in ARO expenditures.

(LG&E)
 
LG&E's cash provided by operating activities in 2020 increased $14 million compared with 2019.
Net income increased $9 million between the periods and included a decrease in non-cash components of $3 million. The decrease in non-cash components was primarily driven by a decrease in deferred income tax expense (primarily due to book versus tax plant timing differences) and a decrease in amortization expense (primarily due to amortization of regulatory liabilities beginning May 1, 2019), partially offset by an increase in depreciation expense (primarily due to higher depreciation rates and additional assets placed into service, net of retirements).

The increase in cash from changes in working capital was primarily driven by an increase in taxes payable (primarily due to timing of payments), an increase in interest payable (primarily due to higher interest rates and higher outstanding debt), partially offset by a decrease in other current liabilities (primarily due to timing of payments) and a decrease in accounts payable (primarily due to timing of payments).

(KU)
 
KU's cash provided by operating activities in 2020 increased $19 million compared with 2019.
Net income decreased $1 million between the periods and included an increase in non-cash charges of $2 million. The increase in non-cash components was driven by an increase in depreciation expense (primarily due to higher depreciation rates and additional assets placed into service, net of retirements), partially offset by a decrease in deferred income tax expense (primarily due to book versus tax plant timing differences).

The increase in cash from changes in working capital was primarily driven by an increase in accounts payable (primarily due to timing of payments), an increase in taxes payable (primarily due to timing of payments) and a decrease in unbilled revenues (primarily due to weather), partially offset by a decrease in other current liabilities (primarily due to timing of payments) and an increase in net regulatory assets and liabilities (primarily due to the timing of rate recovery mechanisms).

The increase in cash provided by other operating activities was driven primarily by a decrease in ARO expenditures.

Investing Activities

(All Registrants)
 
The components of the change in cash provided by (used in) investing activities for the three months ended March 31, 2020 compared with 2019 were as follows.


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 PPL PPL Electric LKE LG&E KU
Change - Cash Provided (Used)         
Expenditures for PP&E$(97) $(16) $23
 $
 $23
Purchase of investments55
 
 
 
 
Proceeds from the sale of investments(57) 
 
 
 
Notes receivable with affiliate
 
 
 
 (21)
Other investing activities(12) 
 
 
 
Total$(111) $(16) $23
 $
 $2

For PPL, the increase in expenditures for PP&E was due to higher project expenditures at WPD and PPL Electric, partially offset by a decrease in project expenditures at LKE and KU. The increase in expenditures at WPD was primarily due to an increase in expenditures to enhance system reliability and an increase in foreign currency exchange rates. The increase in expenditures at PPL Electric was primarily due to timing differences on capital spending projects related to the ongoing efforts to improve reliability and replace aging infrastructure. The decrease in expenditures at LKE was primarily due to decreased spending for environmental water projects at LG&E and KU's Trimble County plant, LG&E's Mill Creek plant and KU's Ghent plant, partially offset by spending on various other projects at LG&E and KU that are not individually significant.

Financing Activities
 
(All Registrants)
 
The components of the change in cash provided by (used in) financing activities for the three months ended March 31, 2020 compared with 2019 were as follows.
 PPL PPL Electric LKE LG&E KU
Change - Cash Provided (Used)         
Stock issuances/redemptions, net$(2) $
 $
 $
 $
Dividends(21) (45) 
 1
 2
Capital contributions/distributions, net
 
 4
 25
 9
Issuance of term loan200
 
 
 
 
Change in short-term debt, net(79) 25
 (73) (69) (4)
Notes payable with affiliate  
 18
 21
 
Other financing activities
 1
 
 1
 1
Total$98
 $(19) $(51) $(21) $8
 
See Note 8 to the Financial Statements in this Form 10-Q for information on 2020 short-term and long-term debt activity, equity transactions and PPL dividends. See Note 8 to the Financial Statements in the Registrants' 2019 Form 10-K for information on 2019 activity.
 
Credit Facilities
 
The Registrants maintain credit facilities to enhance liquidity, provide credit support and provide a backstop to commercial paper programs. Amounts borrowed under these credit facilities are reflected in "Short-term debt" on the Balance Sheets. At March 31, 2020, the total committed borrowing capacity under credit facilities and the borrowings under these facilities were:
 

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External 
 
Committed
Capacity
 Borrowed 
Letters of
Credit
and
Commercial
Paper Issued
 
Unused
Capacity
PPL Capital Funding Credit Facilities$1,700
 $825
 $180
 $695
PPL Electric Credit Facility650
 85
 1
 564
        
LG&E Credit Facilities500
 100
 59
 341
KU Credit Facilities400
 100
 44
 256
Total LKE900
 200
 103
 597
Total U.S. Credit Facilities (a)$3,250
 $1,110
 $284
 $1,856
Total U.K. Credit Facilities (b)£1,055
 £210
 £
 £847
 
(a)The commitments under the U.S. credit facilities are provided by a diverse bank group, with no one bank and its affiliates providing an aggregate commitment of more than the following percentages of the total committed capacity: PPL - 12%, PPL Electric - 6%, LKE - 7%, LG&E - 7% and KU - 7%.
(b)The amounts borrowed at March 31, 2020 were a USD-denominated borrowing of $200 million and GBP-denominated borrowings of £54 million which equated to $69 million. The unused capacity reflects the USD denominated borrowing amount borrowed in GBP of £154 million as of the date borrowed. At March 31, 2020, the USD equivalent of unused capacity under the U.K. committed credit facilities was $1.1 billion.

The commitments under the U.K. credit facilities are provided by a diverse bank group, with no one bank providing more than 13% of the total committed capacity.
 
See Note 8 to the Financial Statements for further discussion of the Registrants' credit facilities.

Intercompany (LKE, LG&E and KU)


Committed
Capacity
 Borrowed 
Non-affiliate Used
Capacity
 
Unused
Capacity
LKE Credit Facility$375
 $242
 $
 $133
LG&E Money Pool (a)500
 21
 159
 320
KU Money Pool (a)500
 
 144
 356

(a)LG&E and KU participate in an intercompany money pool agreement whereby LKE, LG&E and/or KU make available funds up to $500 million at an interest rate based on a market index of commercial paper issues. However, the FERC has issued a maximum aggregate short-term debt limit for each utility at $500 million from all covered sources.

See Note 11 to the Financial Statements for further discussion of intercompany credit facilities.
 
Commercial Paper (All Registrants)
 
PPL, PPL Electric, LG&E and KU maintain commercial paper programs to provide an additional financing source to fund short-term liquidity needs, as necessary. Commercial paper issuances, included in "Short-term debt" on the Balance Sheets, are supported by the respective Registrant's credit facility. The following commercial paper programs were in place at March 31, 2020:
 Capacity 
Commercial
Paper
Issuances
 
Unused
Capacity
PPL Capital Funding$1,500
 $180
 $1,320
PPL Electric650
 
 650
      
LG&E350
 59
 291
KU350
 44
 306
Total LKE700
 103
 597
Total PPL$2,850
 $283
 $2,567


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Long-term Debt (All Registrants)

See Note 8 to the Financial Statements for information regarding the Registrants’ long-term debt activities.

(PPL)

Equity Securities Activities

ATM

In February 2018, PPL entered into an equity distribution agreement, pursuant to which PPL may sell, from time to time, up to an aggregate of $1.0 billion of its common stock through an at-the-market offering program; including a forward sales component. The compensation paid to the selling agents by PPL may be up to 2% of the gross offering proceeds of the shares. There were no issuances under the ATM program for the three months ended March 31, 2020.

Common Stock Dividends
 
In February 2020, PPL declared a quarterly common stock dividend, payable April 1, 2020, of 41.50 cents per share (equivalent to $1.66 per annum). Future dividends, declared at the discretion of the Board of Directors, will depend upon future earnings, cash flows, financial and legal requirements and other factors.

Rating Agency Actions
 
(All Registrants)
 
Moody's and S&P periodically review the credit ratings of the debt of the Registrants and their subsidiaries. Based on their respective independent reviews, the rating agencies may make certain ratings revisions or ratings affirmations.
 
A credit rating reflects an assessment by the rating agency of the creditworthiness associated with an issuer and particular securities that it issues. The credit ratings of the Registrants and their subsidiaries are based on information provided by the Registrants and other sources. The ratings of Moody's and S&P are not a recommendation to buy, sell or hold any securities of the Registrants or their subsidiaries. Such ratings may be subject to revisions or withdrawal by the agencies at any time and should be evaluated independently of each other and any other rating that may be assigned to the securities.

The credit ratings of the Registrants and their subsidiaries affect their liquidity, access to capital markets and cost of borrowing under their credit facilities. A downgrade in the Registrants' or their subsidiaries' credit ratings could result in higher borrowing costs and reduced access to capital markets. The Registrants and their subsidiaries have no credit rating triggers that would result in the reduction of access to capital markets or the acceleration of maturity dates of outstanding debt.
 
The rating agencies have taken the following actions related to the Registrants and their subsidiaries during 2020:

(PPL)

In April 2020, Moody’s and S&P assigned ratings of Baa2 and BBB+ to PPL Capital Funding’s $1 billion 4.125% Senior Notes due 2030. The bonds were issued April 1, 2020.

Ratings Triggers
 
(PPL, LKE, LG&E and KU)
 
Various derivative and non-derivative contracts, including contracts for the sale and purchase of electricity and fuel, commodity transportation and storage, interest rate and foreign currency instruments (for PPL), contain provisions that require the posting of additional collateral or permit the counterparty to terminate the contract, if PPL's, LKE's, LG&E's or KU's or their subsidiaries' credit rating, as applicable, were to fall below investment grade. See Note 14 to the Financial Statements for a discussion of "Credit Risk-Related Contingent Features," including a discussion of the potential additional collateral requirements for PPL, LKE and LG&E for derivative contracts in a net liability position at March 31, 2020.
 

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(All Registrants)
 
For additional information on the Registrants' liquidity and capital resources, see "Item 7. Combined Management's Discussion and Analysis of Financial Condition and Results of Operations," in the Registrants' 2019 Form 10-K.

Risk Management
 
Market Risk
 
(All Registrants)
 
See Notes 13 and 14 to the Financial Statements for information about the Registrants' risk management objectives, valuation techniques and accounting designations.
 
The forward-looking information presented below provides estimates of what may occur in the future, assuming certain adverse market conditions and model assumptions. Actual future results may differ materially from those presented. These are not precise indicators of expected future losses, but are rather only indicators of possible losses under normal market conditions at a given confidence level.
 
Interest Rate Risk
 
The Registrants and their subsidiaries issue debt to finance their operations, which exposes them to interest rate risk. The Registrants and their subsidiaries utilize various financial derivative instruments to adjust the mix of fixed and floating interest rates in their debt portfolios, adjust the duration of their debt portfolios and lock in benchmark interest rates in anticipation of future financing, when appropriate. Risk limits under the risk management program are designed to balance risk exposure to volatility in interest expense and changes in the fair value of the debt portfolios due to changes in the absolute level of interest rates. In addition, the interest rate risk of certain subsidiaries is potentially mitigated as a result of the existing regulatory framework or the timing of rate cases.

The following interest rate hedges were outstanding at March 31, 2020.
 
Exposure
Hedged
 
Fair Value,
Net - Asset
(Liability) (a)
 
Effect of a
10% Adverse
Movement
in Rates (b)
 
Maturities
Ranging
Through
PPL 
  
  
  
Cash flow hedges       
Interest rate swaps (c)$134
 $(5) $
 2035
Cross-currency swaps (c)702
 171
 (70) 2028
Economic hedges       
Interest rate swaps (d)147
 (29) 
 2033
LKE       
Economic hedges 
  
  
  
Interest rate swaps (d)147
 (29) 
 2033
LG&E 
  
  
  
Economic hedges 
  
  
  
Interest rate swaps (d)147
 (29) 
 2033
 
(a)Includes accrued interest, if applicable.
(b)Effects of adverse movements decrease assets or increase liabilities, as applicable, which could result in an asset becoming a liability. Sensitivities represent a 10% adverse movement in interest rates, except for cross-currency swaps which also includes a 10% adverse movement in foreign currency exchange rates.
(c)Changes in the fair value of these instruments are recorded in equity and reclassified into earnings in the same period during which the item being hedged affects earnings.
(d)Realized changes in the fair value of such economic hedges are recoverable through regulated rates and any subsequent changes in the fair value of these derivatives are included in regulatory assets or regulatory liabilities.

The Registrants are exposed to a potential increase in interest expense and to changes in the fair value of their debt portfolios. The estimated impact of a 10% adverse movement in interest rates on interest expense at March 31, 2020 was insignificant for

95


PPL, PPL Electric, LKE, LG&E and KU. The estimated impact of a 10% adverse movement in interest rates on the fair value of debt at March 31, 2020 is shown below.
 
10% Adverse
Movement
in Rates
PPL$638
PPL Electric198
LKE193
LG&E84
KU104
 
Foreign Currency Risk (PPL)
 
PPL is exposed to foreign currency risk primarily through investments in and earnings of U.K. affiliates. Under its risk management program, PPL may enter into financial instruments to hedge certain foreign currency exposures, including translation risk of expected earnings, firm commitments, recognized assets or liabilities, anticipated transactions and net investments.
 
The following foreign currency hedges were outstanding at March 31, 2020.
 
Exposure
Hedged
 
Fair Value,
Net - Asset
(Liability)
 
Effect of a
10%
Adverse
Movement
in Foreign
Currency
Exchange
Rates (a)
 
Maturities
Ranging
Through
Economic hedges (b)£686
 $190
 $(67) 2021
 
(a)Effects of adverse movements decrease assets or increase liabilities, as applicable, which could result in an asset becoming a liability.
(b)To economically hedge the translation risk of expected earnings denominated in GBP.

(All Registrants)
 
Commodity Price Risk
 
PPL is exposed to commodity price risk through its domestic subsidiaries as described below.

PPL Electric is required to purchase electricity to fulfill its obligation as a PLR. Potential commodity price risk is insignificant and mitigated through its PUC-approved cost recovery mechanism and full-requirement supply agreements to serve its PLR customers which transfer the risk to energy suppliers.
LG&E's and KU's rates include certain mechanisms for fuel, fuel-related expenses and energy purchases. In addition, LG&E's rates include a mechanism for natural gas supply expenses. These mechanisms generally provide for timely recovery of market price fluctuations associated with these expenses.

Volumetric Risk
 
Volumetric risk is the risk related to the changes in volume of retail sales due to weather, economic conditions or other factors. PPL is exposed to volumetric risk through its subsidiaries as described below.
 
WPD is exposed to volumetric risk which is significantly mitigated as a result of the method of regulation in the U.K. Under the RIIO-ED1 price control regulations, recovery of such exposure occurs on a two year lag. See Note 1 in PPL's 2019 Form 10-K for additional information on revenue recognition under RIIO-ED1.
PPL Electric, LG&E and KU are exposed to volumetric risk on retail sales, mainly due to weather and other economic conditions for which there is limited mitigation between rate cases.


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Credit Risk (All Registrants)
 
See Notes 13 and 14 to the Financial Statements in this Form 10-Q and "Item 7. Combined Management's Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition - Risk Management - Credit Risk" in the Registrants' 2019 Form 10-K for additional information.
 
Foreign Currency Translation (PPL)
 
The value of the British pound sterling fluctuates in relation to the U.S. dollar. Changes in this exchange rate resulted in a foreign currency translation loss of $63 million for the three months ended March 31, 2020, which primarily reflected a $108 million decrease to PP&E, a $20 million decrease to goodwill, partially offset by a $63 million decrease to long-term debt and a $2 million decrease to other net liabilities. Changes in this exchange rate resulted in a foreign currency translation gain of $294 million for the three months ended March 31, 2019, which primarily reflected a $504 million increase to PP&E and a $98 million increase to goodwill, partially offset by a $304 million increase to long-term debt and a $4 million increase to other net liabilities. The impact of foreign currency translation is recorded in AOCI.
 
Related Party Transactions (All Registrants)
 
The Registrants are not aware of any material ownership interests or operating responsibility by senior management in outside partnerships, including leasing transactions with variable interest entities, or other entities doing business with the Registrants. See Note 11 to the Financial Statements for additional information on related party transactions for PPL Electric, LKE, LG&E and KU.
 
Acquisitions, Development and Divestitures (All Registrants)
 
The Registrants from time to time evaluate opportunities for potential acquisitions, divestitures and development projects. Development projects are reexamined based on market conditions and other factors to determine whether to proceed with, modify or terminate the projects. Any resulting transactions may impact future financial results.

Environmental Matters

(All Registrants)
 
Extensive federal, state and local environmental laws and regulations are applicable to PPL's, PPL Electric's, LKE's, LG&E's and KU's air emissions, water discharges and the management of hazardous and solid waste, as well as other aspects of the Registrants' businesses. The costs of compliance or alleged non-compliance cannot be predicted with certainty but could be significant. In addition, costs may increase significantly if the requirements or scope of environmental laws or regulations, or similar rules, are expanded or changed. Costs may take the form of increased capital expenditures or operating and maintenance expenses, monetary fines, penalties or other restrictions. Many of these environmental law considerations are also applicable to the operations of key suppliers, or customers, such as coal producers and industrial power users, and may impact the costs for their products or their demand for the Registrants' services. Increased capital and operating costs are subject to rate recovery. PPL, PPL Electric, LKE, LG&E and KU can provide no assurances as to the ultimate outcome of future environmental or rate proceedings before regulatory authorities.
 
See "Environmental Matters" in Item 1. "Business" in the Registrants' 2019 Form 10-K for information about environmental laws and regulations affecting the Registrants' business. See "Legal Matters" in Note 10 to the Financial Statements for a discussion of significant environmental claims. See "Financial Condition - Liquidity and Capital Resources - Forecasted Uses of Cash - Capital Expenditures" in "Item 7. Combined Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Registrants' 2019 Form 10-K for information on projected environmental capital expenditures for 2020 through 2024. See Note 15 to the Financial Statements for information related to the impacts of CCRs on AROs.

New Accounting Guidance (All Registrants)
 
See Note 2 to the Financial Statements for a discussion of new accounting guidance adopted.
 

97


Application of Critical Accounting Policies (All Registrants)
 
Financial condition and results of operations are impacted by the methods, assumptions and estimates used in the application of critical accounting policies. The following table summarizes the accounting policies by Registrant that are particularly important to an understanding of the reported financial condition or results of operations, and require management to make estimates or other judgments of matters that are inherently uncertain. See "Item 7. Combined Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Registrants' 2019 Form 10-K for a discussion of each critical accounting policy.
    PPL         
 PPL Electric LKE LG&E KU
               
Defined BenefitsX X X X X
Income TaxesX X X X X
Regulatory Assets and LiabilitiesX X X X X
Price Risk ManagementX        
Goodwill ImpairmentX   X X X
AROsX   X X X
Revenue Recognition - Unbilled Revenue     X X X


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PPL Corporation
PPL Electric Utilities Corporation
LG&E and KU Energy LLC
Louisville Gas and Electric Company
Kentucky Utilities Company

Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
Reference is made to "Risk Management" in "Item 2. Combined Management's Discussion and Analysis of Financial Condition and Results of Operations."
 
Item 4. Controls and Procedures

Although the COVID-19 pandemic prompted the Registrants to make certain procedural adjustments to accommodate an increased remote workforce, PPL’s accounting and reporting systems and functions were well prepared to perform necessary accounting and reporting activities as of March 31, 2020 and to maintain the effectiveness of its disclosure controls and procedures and internal control over financial reporting. 

(a) Evaluation of disclosure controls and procedures.
 
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 March 31, 2020, 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 quarterly report has been prepared. The principal officers have concluded that the disclosure controls and procedures are also effective to ensure that information required to be disclosed in reports filed under the Exchange Act is accumulated and communicated to management, including the principal executive and principal financial officers, to allow for timely decisions regarding required disclosure.
 
(b) Change in internal controls over financial reporting.
 
The Registrants' principal executive officers and principal financial officers have concluded that there were no changes in the Registrants' internal controls over financial reporting during the Registrants' first fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Registrants' internal control over financial reporting.
  
PART II. OTHER INFORMATION

Item 1. Legal Proceedings
 
For information regarding legal, tax, regulatory, environmental or other administrative proceedings that became reportable events or were pending in the first quarter of 2020 see:
 
"Item 3. Legal Proceedings" in each Registrant's 2019 Form 10-K; and
Notes 6, 7 and 10 to the Financial Statements.

Item 1A. Risk Factors
 
There have been no material changes in the Registrants' risk factors from those disclosed in "Item 1A. Risk Factors" of the Registrants' 2019 Form 10-K, except for the following:

The COVID-19 pandemic and resultant impact on business and economic conditions could negatively affect our business.

The COVID-19 pandemic has disrupted the U.S. and global economies and continues to present extraordinary challenges to businesses, communities, workforces and markets. In the U.S. and throughout the world, governmental authorities have taken urgent and extensive actions to contain the spread of the virus and mitigate known or foreseeable impacts. In the Registrants’ service territories, mitigation measures have included quarantines, stay-at-home orders, travel restrictions, reduced operations

99


or closures of businesses, schools and governmental agencies, and executive, legislative or regulatory actions to address health or other pandemic-related concerns.

Until COVID-19 is contained or an effective vaccine is identified and widely-available, the COVID-19 virus poses significant risks to the health and welfare of the Registrants’ customers, employees, contractors and suppliers, and to the conduct of their business. Mandates to stay at home, shelter in place, or quarantine and resulting lock-down or closures of non-essential businesses could reduce demand for electricity and gas, or cause shifts in demand between residential, commercial and industrial customers that could negatively impact the Registrants’ financial condition. Customers experiencing financial strain from unemployment, furloughs, or reduced work hours may not be able to pay their bills on a timely basis, which could negatively impact our liquidity. Continued economic disruption may further depress the GBP to U.S. dollar exchange rate and increase PPL's foreign exchange exposure. New or changing legislation or regulatory orders may unfavorably impact the Registrants or the utility industry generally. 

All of these factors have the potential to materially and adversely affect the Registrants’ business and operations, especially if they remain in effect for a prolonged period of time. At this time, the Registrants’ cannot predict the ex