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PPL (PPL)

Filed: 5 May 22, 11:58am
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2022
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.
1-11459
PPL Corporation
(Exact name of Registrant as specified in its charter)
Pennsylvania
Two North Ninth Street
Allentown, PA 18101-1179
(610) 774-5151
23-2758192
1-905
PPL Electric Utilities Corporation
(Exact name of Registrant as specified in its charter)
Pennsylvania
Two North Ninth Street
Allentown, PA 18101-1179
(610) 774-5151
23-0959590
1-2893
Louisville Gas and Electric Company
(Exact name of Registrant as specified in its charter)
Kentucky
220 West Main Street
Louisville, KY 40202-1377
(502) 627-2000
61-0264150
1-3464
Kentucky Utilities Company
(Exact name of Registrant as specified in its charter)
(Kentucky and Virginia)
One Quality Street
Lexington, KY 40507-1462
(502) 627-2000
61-0247570



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

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 
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 
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
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
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 
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 Corporation    Common stock, $0.01 par value, 735,903,010 shares outstanding at April 29, 2022.
PPL Electric Utilities Corporation    Common stock, no par value, 66,368,056 shares outstanding and all held by PPL Energy Holdings LLC, a wholly-owned, indirect subsidiary of PPL Corporation, at April 29, 2022.
Louisville Gas and Electric Company    Common stock, no par value, 21,294,223 shares outstanding and all held by LG&E and KU Energy LLC, a wholly-owned, indirect subsidiary of PPL Corporation, at April 29, 2022.
Kentucky Utilities Company    Common stock, no par value, 37,817,878 shares outstanding and all held by LG&E and KU Energy LLC, a wholly-owned, indirect subsidiary of PPL Corporation, at April 29, 2022.

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
LOUISVILLE GAS AND ELECTRIC COMPANY
KENTUCKY UTILITIES COMPANY
 
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2022
 
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, 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.
 
Unless otherwise specified, references in this Report, individually, to PPL Corporation, PPL Electric Utilities Corporation, 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.
 Page
PART I.  FINANCIAL INFORMATION 
 Item 1.  Financial Statements 
  PPL Corporation and Subsidiaries 
   
   
   
   
   
  PPL Electric Utilities Corporation and Subsidiaries 
   
   
   
   
  Louisville Gas and Electric Company 
   
   
   
   
  Kentucky Utilities Company 
   
   
   
   


 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 LG&E and KU, as well as to LKE and its other 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 fully and unconditionally 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 Energy Holdings - PPL Energy Holdings, LLC, a subsidiary of PPL and the parent holding company of PPL Energy Funding, LKE, PPL Electric, PPL Services and other subsidiaries.
 
PPL Global - PPL Global, LLC, a subsidiary of PPL Energy Funding that, prior to the sale of the U.K. utility business on June 14, 2021, primarily through its subsidiaries, owned and operated WPD, PPL's regulated electricity distribution businesses in the U.K. PPL Global was not included in the sale of the U.K. utility business on June 14, 2021.

PPL Rhode Island Holdings - PPL Rhode Island Holdings, LLC, a subsidiary of PPL Energy Holdings formed for the purpose of acquiring Narragansett Electric to which certain interests of PPL Energy Holdings in the Narragansett SPA were assigned.

PPL Services - PPL Services Corporation, a subsidiary of PPL that provides administrative, management and support services to PPL and its subsidiaries.

PPL WPD Limited - PPL WPD Limited, a U.K. subsidiary of PPL Global. Prior to the sale of the U.K. utility business on June 14, 2021, PPL WPD Limited was an indirect parent to WPD. PPL WPD Limited was not included in the sale of the U.K. utility business on June 14, 2021.

Safari Energy - Safari Energy, LLC, a subsidiary of PPL that provides solar energy solutions for commercial customers in the U.S.


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Other terms and abbreviations

£ - British pound sterling.

2021 Form 10-K - Annual Report to the SEC on Form 10-K for the year ended December 31, 2021.

Act 11 - Act 11 of 2012 that became effective in April 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.

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

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.

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.

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.

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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.
 
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.

NAAQS - National Ambient Air Quality Standards periodically adopted pursuant to the Clean Air Act. 

Narragansett Electric - The Narragansett Electric Company, an entity that serves electric and natural gas customers in Rhode Island. In March 2021, PPL and its subsidiary, PPL Energy Holdings announced a pending acquisition of Narragansett Electric.

NERC - North American Electric Reliability Corporation.

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.
 
OVEC - Ohio Valley Electric Corporation, located in Piketon, Ohio, an entity in which LG&E owns a 5.63% interest and KU owns a 2.50% interest, which are 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 EU Services - PPL EU Services Corporation, a former subsidiary of PPL that, prior to it being merged into PPL Services on December 31, 2021, provided administrative, management and support services primarily to PPL Electric.

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.

iii

PPL WPD Investments Limited – PPL WPD Investments Limited, which was, prior to the sale of the U.K. utility business on June 14, 2021, a subsidiary of PPL WPD Limited and parent to WPD plc. PPL WPD Investments Limited was included in the sale of the U.K. utility business on June 14, 2021.
  
PUC - Pennsylvania Public Utility Commission, the state agency that regulates certain ratemaking, services, accounting and operations of Pennsylvania utilities.

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

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.

U.K. utility business PPL WPD Investments Limited and its subsidiaries, including, notably, WPD plc and the four distribution network operators, which substantially represented PPL's U.K. Regulated segment. The U.K. utility business was sold on June 14, 2021.

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.

iv

WPD - Prior to the sale of the U.K. utility business on June 14, 2021, refers to PPL WPD Limited Investments and its subsidiaries. WPD was included in the sale of the U.K. utility business on June 14, 2021.

WPD plc - Western Power Distribution plc, prior to the sale of the U.K. utility business, a U.K. indirect 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 plc was included in the sale of the U.K. utility business on June 14, 2021.

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 2021 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:
 
strategic acquisitions, dispositions, or similar transactions, including the pending acquisition of Narragansett Electric, and our ability to consummate these business transactions or realize expected benefits from them;
the COVID-19 pandemic and its impact on economic conditions, financial markets and supply chains;
other pandemic health events or other catastrophic events such as fires, earthquakes, explosions, floods, droughts, tornadoes, hurricanes and other extreme weather-related events (including events potentially caused or exacerbated by climate change);
the outcome of rate cases or other cost recovery or revenue proceedings;
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;
expansion of alternative and distributed sources of electricity generation and storage;
the effectiveness of our risk management programs, including interest rate hedging;
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, credit or insurance, 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 their impact on the value of assets in defined benefit plans, and the related cash funding requirements if the fair value of those assets declines;
interest rates and their effect on pension and retiree medical liabilities, ARO liabilities, interest payable on certain debt securities, and the general economy;
volatility in or the impact of other changes in financial markets, commodity prices and economic conditions, including inflation;
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, including the war in Ukraine;
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;
changes in state or federal tax law or regulations;
changes in 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;
collective labor bargaining negotiations; and
the outcome of litigation involving the Registrants and their subsidiaries.

1

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.

2

PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
PPL Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars, except share data)
 Three Months Ended March 31,
 20222021
Operating Revenues$1,782 $1,498 
Operating Expenses
Operation
Fuel212 177 
Energy purchases352 220 
Other operation and maintenance433 367 
Depreciation271 267 
Taxes, other than income60 52 
Total Operating Expenses1,328 1,083 
Operating Income454 415 
Other Income (Expense) - net (Note 12) — 
Interest Expense107 153 
Income from Continuing Operations Before Income Taxes347 262 
Income Taxes74 59 
Income from Continuing Operations After Income Taxes273 203 
Loss from Discontinued Operations (net of income taxes) (Note 8) (2,043)
Net Income (Loss)$273 $(1,840)
Earnings Per Share of Common Stock:
    Basic and Diluted
Income from Continuing Operations After Income Taxes$0.37 $0.26 
Loss from Discontinued Operations (net of income taxes) (2.65)
Net Income (Loss) Available to PPL Common Shareowners$0.37 $(2.39)
Weighted-Average Shares of Common Stock Outstanding
(in thousands)
  
Basic735,503 769,159 
Diluted736,184 770,710 
 The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.
3

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
PPL Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars)
 Three Months Ended March 31,
 20222021
Net income (loss)$273 $(1,840)
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, ($80) 303 
Qualifying derivatives, net of tax of $0, $16 (30)
Equity investees' other comprehensive income (loss), net of tax of $0, $01 — 
Defined benefit plans:
Prior service costs, net of tax of $0, $0(1)— 
Reclassifications from AOCI - (gains) losses, net of tax expense (benefit):
Qualifying derivatives, net of tax of $0, ($14)1 25 
Defined benefit plans:
Prior service costs, net of tax of $0, $01 — 
Net actuarial (gain) loss, net of tax of ($1), ($22)3 40 
Total other comprehensive income (loss)5 338 
Comprehensive income (loss)$278 $(1,502)
 
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,
 20222021
Cash Flows from Operating Activities  
Net income (loss)$273 $(1,840)
Loss from discontinued operations (net of income taxes) 2,043 
Income from continuing operations (net of income taxes)273 203 
Adjustments to reconcile net income to net cash provided by operating activities  
Depreciation271 267 
Amortization7 11 
Deferred income taxes and investment tax credits39 50 
Stock-based compensation expense11 
Other(4)(1)
Change in current assets and current liabilities  
Accounts receivable(38)(60)
Accounts payable4 (42)
Unbilled revenues28 76 
Fuel, materials and supplies42 41 
Prepayments(75)(76)
Taxes payable(4)(25)
Regulatory assets and liabilities, net(41)29 
Accrued interest57 69 
Other(53)(76)
Other operating activities
Defined benefit plans - funding(3)(33)
Other assets(18)(74)
Other liabilities6 31 
Net cash provided by operating activities - continuing operations502 396 
Net cash provided by operating activities - discontinued operations 267 
Net cash provided by operating activities502 663 
Cash Flows from Investing Activities  
Expenditures for property, plant and equipment(427)(471)
Other investing activities (1)
Net cash provided by (used in) investing activities - continuing operations(427)(472)
Net cash provided by (used in) investing activities - discontinued operations (263)
Net cash provided by (used in) investing activities(427)(735)
Cash Flows from Financing Activities  
Payment of common stock dividends(306)(320)
Retirement of term loan (300)
Retirement of commercial paper (73)
Net increase (decrease) in short-term debt916 752 
Other financing activities(7)(4)
Net cash provided by (used in) financing activities - continuing operations603 55 
Net cash provided by (used in) financing activities - discontinued operations (126)
Net cash provided by (used in) financing activities603 (71)
Effect of Exchange Rates on Cash, Cash Equivalents and Restricted Cash included in Discontinued Operations 
Net (Increase) Decrease in Cash, Cash Equivalents and Restricted Cash included in Discontinued Operations 114 
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash678 (21)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period3,572 443 
Cash, Cash Equivalents and Restricted Cash at End of Period$4,250 $422 
Supplemental Disclosures of Cash Flow Information
Significant non-cash transactions:
Accrued expenditures for property, plant and equipment at March 31,$236 $229 

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,
2022
December 31,
2021
Assets  
Current Assets  
Cash and cash equivalents$4,249 $3,571 
Accounts receivable (less reserve: 2022, $66; 2021, $65)  
Customer625 583 
Other44 58 
Unbilled revenues (less reserve: 2022, $2; 2021, $2)279 307 
Fuel, materials and supplies280 322 
Prepayments135 60 
Other current assets101 106 
Total Current Assets5,713 5,007 
Property, Plant and Equipment  
Regulated utility plant30,679 30,477 
Less:  accumulated depreciation - regulated utility plant6,599 6,488 
Regulated utility plant, net24,080 23,989 
Non-regulated property, plant and equipment278 266 
Less:  accumulated depreciation - non-regulated property, plant and equipment41 41 
Non-regulated property, plant and equipment, net237 225 
Construction work in progress1,328 1,256 
Property, Plant and Equipment, net25,645 25,470 
Other Noncurrent Assets  
Regulatory assets1,219 1,236 
Goodwill716 716 
Other intangibles340 343 
Other noncurrent assets (less reserve for accounts receivable: 2022, $2; 2021 $2)474 451 
Total Other Noncurrent Assets2,749 2,746 
Total Assets$34,107 $33,223 
 
The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.

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CONDENSED CONSOLIDATED BALANCE SHEETS
PPL Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars, shares in thousands)
 March 31,
2022
December 31,
2021
Liabilities and Equity  
Current Liabilities  
Short-term debt$985 $69 
Long-term debt due within one year474 474 
Accounts payable686 679 
Taxes92 96 
Interest138 81 
Dividends147 305 
Regulatory liabilities122 182 
Other current liabilities389 437 
Total Current Liabilities3,033 2,323 
Long-term Debt10,668 10,666 
Deferred Credits and Other Noncurrent Liabilities  
Deferred income taxes3,211 3,151 
Investment tax credits124 119 
Accrued pension obligations183 183 
Asset retirement obligations151 157 
Regulatory liabilities2,417 2,422 
Other deferred credits and noncurrent liabilities455 479 
Total Deferred Credits and Other Noncurrent Liabilities6,541 6,511 
Commitments and Contingent Liabilities (Notes 6 and 10)00
Equity  
Common stock - $0.01 par value (a)8 
Additional paid-in capital12,299 12,303 
Treasury stock(987)(1,003)
Earnings reinvested2,697 2,572 
Accumulated other comprehensive loss(152)(157)
Total Equity13,865 13,723 
Total Liabilities and Equity$34,107 $33,223 
 
(a)1,560,000 shares authorized, 770,013 shares issued and 735,765 shares outstanding at March 31, 2022. 1,560,000 shares authorized, 769,890 shares issued and 735,112 shares outstanding at December 31, 2021.

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
Treasury stockEarnings
reinvested
Accumulated
other
comprehensive
loss
Total
December 31, 2021735,112 $12,303 $(1,003)$2,572 $(157)$13,723 
Common stock issued123 
Treasury stock issued530 16 16 
Stock-based compensation(8)(8)
Net income (loss)273 273 
Dividends and dividend equivalents (b)(148)(148)
Other comprehensive income (loss)
March 31, 2022735,765 $$12,299 $(987)$2,697 $(152)$13,865 
December 31, 2020768,907 $12,270 $— $5,315 $(4,220)$13,373 
Common stock issued520  16   16 
Stock-based compensation  (13)  (13)
Net income (loss)  (1,840) (1,840)
Dividends and dividend equivalents (b)  (320) (320)
Other comprehensive income (loss)   338 338 
March 31, 2021769,427 $$12,273 $— $3,155 $(3,882)$11,554 

(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 $0.200 and $0.415 for the three months ended March 31, 2022 and March 31, 2021.

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,
 20222021
Operating Revenues$775 $605 
Operating Expenses
Operation
Energy purchases256 149 
Other operation and maintenance160 128 
Depreciation98 108 
Taxes, other than income37 32 
Total Operating Expenses551 417 
Operating Income224 188 
Other Income (Expense) - net (Note 12)6 
Interest Income from Affiliate2 — 
Interest Expense39 43 
Income Before Income Taxes193 150 
Income Taxes50 37 
Net Income (a)$143 $113 
 
(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,
 20222021
Cash Flows from Operating Activities  
Net income$143 $113 
Adjustments to reconcile net income to net cash provided by operating activities  
Depreciation98 108 
Amortization3 
Defined benefit plans - expense (income)(6)(3)
Deferred income taxes and investment tax credits41 13 
Other(4)(4)
Change in current assets and current liabilities  
Accounts receivable(52)(37)
Accounts payable20 (9)
Unbilled revenues14 37 
Prepayments(72)(78)
Regulatory assets and liabilities, net(43)39 
Taxes payable(15)(7)
Other2 (7)
Other operating activities  
Defined benefit plans - funding (21)
Other assets(2)(27)
Other liabilities(5)(2)
Net cash provided by operating activities122 121 
Cash Flows from Investing Activities  
Expenditures for property, plant and equipment(188)(223)
Notes receivable from affiliates203 — 
Other investing activities 
Net cash provided by (used in) investing activities15 (222)
Cash Flows from Financing Activities  
Return of capital to parent(40)— 
Payment of common stock dividends to parent(72)(115)
Net increase in short-term debt 205 
Net cash provided by (used in) financing activities(112)90 
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash25 (11)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period21 40 
Cash, Cash Equivalents and Restricted Cash at End of Period$46 $29 
Supplemental Disclosure of Cash Flow Information
Significant non-cash transactions:
Accrued expenditures for property, plant and equipment at March 31,$153 $143 

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,
2022
December 31,
2021
Assets  
Current Assets  
Cash and cash equivalents$46 $21 
Accounts receivable (less reserve: 2022, $33; 2021, $31)  
Customer333 305 
Other27 22 
Accounts receivable from affiliates9 11 
Notes receivable from affiliate296 499 
Unbilled revenues (less reserve: 2022, $1; 2021, $2)115 129 
Materials and supplies64 61 
Prepayments85 13 
Regulatory assets13 22 
Other current assets28 21 
Total Current Assets1,016 1,104 
Property, Plant and Equipment  
Regulated utility plant14,177 14,082 
Less: accumulated depreciation - regulated utility plant3,396 3,386 
Regulated utility plant, net10,781 10,696 
Construction work in progress641 581 
Property, Plant and Equipment, net11,422 11,277 
Other Noncurrent Assets  
Regulatory assets475 488 
Intangibles270 270 
Pension benefit asset67 50 
Other noncurrent assets (less reserve for accounts receivable: 2022, $2; 2021, $2)124 113 
Total Other Noncurrent Assets936 921 
Total Assets$13,374 $13,302 
 
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,
2022
December 31,
2021
Liabilities and Equity  
Current Liabilities  
Long-term debt due within one year$474 $474 
Accounts payable411 367 
Accounts payable to affiliates82 56 
Taxes16 31 
Interest45 35 
Regulatory liabilities101 153 
Other current liabilities108 108 
Total Current Liabilities1,237 1,224 
Long-term Debt4,011 4,010 
Deferred Credits and Other Noncurrent Liabilities  
Deferred income taxes1,716 1,668 
Regulatory liabilities555 559 
Other deferred credits and noncurrent liabilities88 105 
Total Deferred Credits and Other Noncurrent Liabilities2,359 2,332 
Commitments and Contingent Liabilities (Notes 6 and 10)00
Equity  
Common stock - no par value (a)364 364 
Additional paid-in capital4,214 4,254 
Earnings reinvested1,189 1,118 
Total Equity5,767 5,736 
Total Liabilities and Equity$13,374 $13,302 
 
(a)170,000 shares authorized; 66,368 shares issued and outstanding at March 31, 2022 and December 31, 2021.

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, 202166,368 $364 $4,254 $1,118 $5,736 
Net income143 143 
Return of capital to parent(40)(40)
Dividends declared on common stock(72)(72)
March 31, 202266,368 $364 $4,214 $1,189 $5,767 
December 31, 202066,368 $364 $3,753 $1,007 $5,124 
Net income113 113 
Dividends declared on common stock(115)(115)
March 31, 202166,368 $364 $3,753 $1,005 $5,122 
 
(a)Shares in thousands. All common shares of PPL Electric stock are owned by PPL Energy Holdings.

The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.
14

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15

CONDENSED STATEMENTS OF INCOME
Louisville Gas and Electric Company
(Unaudited)
(Millions of Dollars)
 Three Months Ended March 31,
 20222021
Operating Revenues
Retail and wholesale$481 $421 
Electric revenue from affiliate12 
Total Operating Revenues493 428 
Operating Expenses  
Operation  
Fuel81 67 
Energy purchases91 66 
Energy purchases from affiliate2 
Other operation and maintenance100 96 
Depreciation74 66 
Taxes, other than income12 11 
Total Operating Expenses360 311 
Operating Income133 117 
Other Income (Expense) - net(1)(2)
Interest Expense20 21 
Income Before Income Taxes112 94 
Income Taxes19 19 
Net Income (a)$93 $75 
 
(a)Net income equals comprehensive income.

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

16

CONDENSED STATEMENTS OF CASH FLOWS
Louisville Gas and Electric Company
(Unaudited)
(Millions of Dollars)
 Three Months Ended March 31,
 20222021
Cash Flows from Operating Activities  
Net income$93 $75 
Adjustments to reconcile net income to net cash provided by operating activities  
Depreciation74 66 
Amortization(1)
Defined benefit plans - expense 
Deferred income taxes and investment tax credits(4)(1)
Other1 — 
Change in current assets and current liabilities  
Accounts receivable4 (1)
Accounts receivable from affiliates2 (3)
Accounts payable(1)
Accounts payable to affiliates(10)(5)
Unbilled revenues10 19 
Fuel, materials and supplies42 28 
Regulatory assets and liabilities, net5 (10)
Taxes payable 
Accrued interest17 18 
Other(6)(17)
Other operating activities  
Defined benefit plans - funding (1)
Expenditures for asset retirement obligations(6)(6)
Other assets(1)— 
Other liabilities(1)
Net cash provided by operating activities218 181 
Cash Flows from Investing Activities  
Expenditures for property, plant and equipment(99)(111)
Net increase in notes receivable with affiliates(4)— 
Net cash used in investing activities(103)(111)
Cash Flows from Financing Activities  
Net decrease in notes payable to affiliates(324)— 
Net increase in short-term debt284 31 
Retirement of commercial paper (41)
Payment of common stock dividends to parent(75)(60)
Net cash used in financing activities(115)(70)
Net Increase (Decrease) in Cash and Cash Equivalents — 
Cash and Cash Equivalents at Beginning of Period9 
Cash and Cash Equivalents at End of Period$9 $
Supplemental Disclosure of Cash Flow Information
Significant non-cash transactions:
Accrued expenditures for property, plant and equipment at March 31,$30 $46 
 
The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.
17

CONDENSED BALANCE SHEETS
Louisville Gas and Electric Company
(Unaudited)
(Millions of Dollars, shares in thousands)
 March 31,
2022
December 31,
2021
Assets  
Current Assets  
Cash and cash equivalents$9 $
Accounts receivable (less reserve: 2022, $3; 2021, $3)  
Customer133 130 
Other12 25 
Unbilled revenues (less reserve: 2022, $0; 2021, $0)70 80 
Accounts receivable from affiliates29 31 
Notes receivable from affiliates4 — 
Fuel, materials and supplies95 137 
Prepayments14 14 
Regulatory assets31 33 
Other current assets 
Total Current Assets397 461 
Property, Plant and Equipment  
Regulated utility plant7,245 7,192 
Less: accumulated depreciation - regulated utility plant1,208 1,172 
Regulated utility plant, net6,037 6,020 
Construction work in progress226 242 
Property, Plant and Equipment, net6,263 6,262 
Other Noncurrent Assets  
Regulatory assets329 337 
Goodwill389 389 
Other intangibles28 30 
Other noncurrent assets118 113 
Total Other Noncurrent Assets864 869 
Total Assets$7,524 $7,592 
 
The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.
18

CONDENSED BALANCE SHEETS
Louisville Gas and Electric Company
(Unaudited)
(Millions of Dollars, shares in thousands)
 March 31,
2022
December 31,
2021
Liabilities and Equity  
Current Liabilities  
Short-term debt$353 $69 
Notes payable to affiliates 324 
Accounts payable127 163 
Accounts payable to affiliates21 31 
Customer deposits32 32 
Taxes34 34 
Price risk management liabilities1 
Regulatory liabilities14 21 
Interest32 15 
Asset retirement obligations10 10 
Other current liabilities30 37 
Total Current Liabilities654 737 
Long-term Debt2,006 2,006 
Deferred Credits and Other Noncurrent Liabilities  
Deferred income taxes756 751 
Investment tax credits32 32 
Price risk management liabilities13 17 
Asset retirement obligations69 74 
Regulatory liabilities820 818 
Other deferred credits and noncurrent liabilities77 78 
Total Deferred Credits and Other Noncurrent Liabilities1,767 1,770 
Commitments and Contingent Liabilities (Notes 6 and 10)00
Stockholder's Equity  
Common stock - no par value (a)424 424 
Additional paid-in capital1,997 1,997 
Earnings reinvested676 658 
Total Equity3,097 3,079 
Total Liabilities and Equity$7,524 $7,592 
 
(a)75,000 shares authorized; 21,294 shares issued and outstanding at March 31, 2022 and December 31, 2021.

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

19

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, 202121,294 $424 $1,997 $658 $3,079 
Net income93 93 
Cash dividends declared on common stock(75)(75)
March 31, 202221,294 $424 $1,997 $676 $3,097 
December 31, 202021,294 $424 $1,923 $601 $2,948 
Net income75 75 
Cash dividends declared on common stock(60)(60)
March 31, 202121,294 $424 $1,923 $616 $2,963 
 
(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.

20

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21

CONDENSED STATEMENTS OF INCOME
Kentucky Utilities Company
(Unaudited)
(Millions of Dollars)
 Three Months Ended March 31,
 20222021
Operating Revenues
Retail and wholesale$523 $464 
Electric revenue from affiliate2 
Total Operating Revenues525 469 
Operating Expenses  
Operation  
Fuel131 110 
Energy purchases5 
Energy purchases from affiliate12 
Other operation and maintenance113 115 
Depreciation95 89 
Taxes, other than income11 10 
Total Operating Expenses367 336 
Operating Income158 133 
Other Income (Expense) - net 
Interest Expense27 27 
Income Before Income Taxes131 107 
Income Taxes24 21 
Net Income (a)$107 $86 
 
(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
Kentucky Utilities Company
(Unaudited)
(Millions of Dollars)
 Three Months Ended March 31,
 20222021
Cash Flows from Operating Activities  
Net income$107 $86 
Adjustments to reconcile net income to net cash provided by operating activities  
Depreciation95 89 
Amortization4 
Defined benefit plans - expense(1)— 
Deferred income taxes and investment tax credits(3)(2)
Other2 — 
Change in current assets and current liabilities  
Accounts receivable(6)
Accounts receivable from affiliates 
Accounts payable (7)
Accounts payable to affiliates(12)
Unbilled revenues4 20 
Fuel, materials and supplies3 15 
Regulatory assets and liabilities, net(3)— 
Taxes payable20 13 
Accrued interest26 25 
Other(5)(17)
Other operating activities  
Expenditures for asset retirement obligations(6)(9)
Other assets(6)— 
Other liabilities 
Net cash provided by operating activities219 224 
Cash Flows from Investing Activities  
Expenditures for property, plant and equipment(129)(127)
Net cash used in investing activities(129)(127)
Cash Flows from Financing Activities  
Net decrease in notes payable to affiliates(290)— 
Net increase (decrease) in short-term debt285 (23)
Retirement of commercial paper (32)
Payment of common stock dividends to parent(90)(56)
Net cash used in financing activities(95)(111)
Net Decrease in Cash and Cash Equivalents(5)(14)
Cash and Cash Equivalents at Beginning of Period13 22 
Cash and Cash Equivalents at End of Period$8 $
Supplemental Disclosure of Cash Flow Information
Significant non-cash transactions:
Accrued expenditures for property, plant and equipment at March 31,$49 $40 
 
The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.
23

CONDENSED BALANCE SHEETS
Kentucky Utilities Company
(Unaudited)
(Millions of Dollars, shares in thousands)
 March 31,
2022
December 31,
2021
Assets  
Current Assets  
Cash and cash equivalents$8 $13 
Accounts receivable (less reserve: 2022, $2; 2021, $3)  
Customer154 144 
Other6 12 
Unbilled revenues (less reserve: 2022, $0; 2021, $0)87 91 
Fuel, materials and supplies121 124 
Prepayments15 15 
Regulatory assets14 
Other current assets 
Total Current Assets405 410 
Property, Plant and Equipment  
Regulated utility plant9,272 9,219 
Less: accumulated depreciation - regulated utility plant1,995 1,929 
Regulated utility plant, net7,277 7,290 
Construction work in progress409 378 
Property, Plant and Equipment, net7,686 7,668 
Other Noncurrent Assets  
Regulatory assets415 411 
Goodwill607 607 
Other intangibles22 23 
Other noncurrent assets158 153 
Total Other Noncurrent Assets1,202 1,194 
Total Assets$9,293 $9,272 
 
The accompanying Notes to Condensed Financial Statements are an integral part of the financial statements.
24

CONDENSED BALANCE SHEETS
Kentucky Utilities Company
(Unaudited)
(Millions of Dollars, shares in thousands)
 March 31,
2022
December 31,
2021
Liabilities and Equity  
Current Liabilities  
Short-term debt$285 $— 
Notes payable to affiliates4 294 
Accounts payable91 108 
Accounts payable to affiliates52 64 
Customer deposits33 32 
Taxes39 19 
Regulatory liabilities7 
Interest44 18 
Asset retirement obligations20 22 
Other current liabilities42 47 
Total Current Liabilities617 612 
Long-term Debt2,619 2,618 
Deferred Credits and Other Noncurrent Liabilities  
Deferred income taxes870 865 
Investment tax credits86 87 
Asset retirement obligations82 83 
Regulatory liabilities1,042 1,045 
Other deferred credits and noncurrent liabilities32 34 
Total Deferred Credits and Other Noncurrent Liabilities2,112 2,114 
Commitments and Contingent Liabilities (Notes 6 and 10)00
Stockholder's Equity  
Common stock - no par value (a)308 308 
Additional paid-in capital2,957 2,957 
Earnings reinvested680 663 
Total Equity3,945 3,928 
Total Liabilities and Equity$9,293 $9,272 
 
(a)80,000 shares authorized; 37,818 shares issued and outstanding at March 31, 2022 and December 31, 2021.

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

25

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, 202137,818 $308 $2,957 $663 $3,928 
Net income107 107 
Cash dividends declared on common stock(90)(90)
March 31, 202237,818 $308 $2,957 $680 $3,945 
December 31, 202037,818 $308 $2,857 $617 $3,782 
Net income86 86 
Cash dividends declared on common stock(56)(56)
March 31, 202137,818 $308 $2,857 $647 $3,812 
 
(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.


26

 
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
PPLPPL ElectricLG&EKU
1. Interim Financial Statementsxxxx
2. Segment and Related Informationxxxx
3. Revenue from Contracts with Customersxxxx
4. Earnings Per Sharex
5. Income Taxesxxxx
6. Utility Rate Regulationxxxx
7. Financing Activitiesxxxx
8. Acquisitions, Development and Divestituresx
9. Defined Benefitsxxxx
10. Commitments and Contingenciesxxxx
11. Related Party Transactionsxxx
12. Other Income (Expense) - netxx
13. Fair Value Measurementsxxxx
14. Derivative Instruments and Hedging Activitiesxxxx
15. Asset Retirement Obligationsxxx
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 Registrant's 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, 2021 is derived from that Registrant's 2021 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 2021 Form 10-K. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022 or other future periods, because results for interim periods can be disproportionately influenced by various factors, developments and seasonal variations.

(PPL)

On March 17, 2021, PPL WPD Limited entered into a share purchase agreement to sell PPL's U.K. utility business, which prior to its sale substantially represented PPL's U.K. Regulated segment, to a subsidiary of National Grid plc. The sale was completed on June 14, 2021. The results of operations of the U.K. utility business are classified as Discontinued Operations on PPL's Statements of Income for the three months ended March 31, 2021. PPL has elected to separately report the cash flows of
27

continuing and discontinued operations on the Statements of Cash Flows for the three months ended March 31, 2021. Unless otherwise noted, the notes to these financial statements exclude amounts related to discontinued operations. See Note 8 for additional information.

2. Segment and Related Information

(PPL)

See Note 2 in PPL's 2021 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 periods ended March 31 are as follows:
 Three Months
 20222021
Operating Revenues from external customers  
Kentucky Regulated$1,004 $885 
Pennsylvania Regulated775 605 
Corporate and Other
Total$1,782 $1,498 
Net Income (Loss)  
Kentucky Regulated$179 $146 
Pennsylvania Regulated143 113 
Corporate and Other(49)(56)
Discontinued Operations (a)— (2,043)
Total$273 $(1,840)

(a)See Note 8 for additional information on the sale of the U.K. utility business.

The following provides Balance Sheet data for the segments and reconciliation to PPL's consolidated Balance Sheets as of:
March 31,
2022
December 31,
2021
Assets  
Kentucky Regulated$16,317 $16,360 
Pennsylvania Regulated13,374 13,336 
Corporate and Other (a)4,416 3,527 
Total$34,107 $33,223 

(a)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, LG&E and KU)

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

3. Revenue from Contracts with Customers

(All Registrants)

See Note 3 in the Registrants' 2021 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 periods ended March 31.
28

2022 Three Months
PPLPPL ElectricLG&EKU
Operating Revenues (a)$1,782 $775 $493 $525 
   Revenues derived from:
Alternative revenue programs (b)(27)(36)
Other (c)(7)(4)(2)(1)
Revenues from Contracts with Customers$1,748 $735 $497 $527 
2021 Three Months
PPLPPL ElectricLG&EKU
Operating Revenues (a)$1,498 $605 $428 $469 
   Revenues derived from:
Alternative revenue programs (b)24 22 — 
Other (c)(6)— (3)(3)
Revenues from Contracts with Customers$1,516 $627 $425 $468 

(a)PPL Electric represents revenues from external customers reported by the Pennsylvania Regulated segment and LG&E and KU, net of intercompany power sales and transmission revenues, represent revenues from external customers reported by the Kentucky Regulated segment. See Note 2 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 and gas supply clause incentive mechanism 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. For PPL Electric, the three months ended March 31, 2022, includes $44 million related to the amortization of the regulatory liability recorded in 2021 for a reduction in the transmission formula rate return on equity that is reflected in rates in 2022. The three months ended March 31, 2021, included a $27 million revenue reduction recorded as a result of the challenge to the transmission formula rate return on equity. See Note 6 for additional information.
(c)Represents additional revenues outside the scope of revenues from contracts with customers, such as lease and other miscellaneous revenues.

The following tables show revenues from contracts with customers disaggregated by customer class for the periods ended March 31.
2022 Three Months
ResidentialCommercialIndustrialOther (a)Wholesale - municipalityWholesale - other (b)TransmissionRevenues from Contracts with Customers
PPL
PA Regulated$453 $108 $15 $12 $— $— $147 $735 
KY Regulated478 270 154 83 19 — 1,010 
Corp and Other— — — — — — 
Total PPL$931 $378 $169 $98 $$19 $147 $1,748 
PPL Electric$453 $108 $15 $12 $— $— $147 $735 
LG&E$246 $146 $45 $39 $— $21 $— $497 
KU$232 $124 $109 $44 $$12 $— $527 
29

2021 Three Months
ResidentialCommercialIndustrialOther (a)Wholesale - municipalityWholesale - other (b)TransmissionRevenues from Contracts with Customers
PPL
PA Regulated$361 $82 $12 $12 $— $— $160 $627 
KY Regulated413 231 140 71 20 — 881 
Corp and Other— — — — — — 
Total PPL$774 $313 $152 $91 $$20 $160 $1,516 
PPL Electric$361 $82 $12 $12 $— $— $160 $627 
LG&E$205 $121 $46 $34 $— $19 $— $425 
KU$208 $110 $94 $37 $$13 $— $468 

(a)Primarily includes revenues from pole attachments, street lighting, other public authorities and other non-core businesses.
(b)Includes wholesale power and transmission revenues. LG&E and KU amounts include intercompany power sales and transmission revenues, which are eliminated upon consolidation at the Kentucky Regulated segment.

As discussed in Note 2 in PPL's 2021 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.

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

The following table shows the accounts receivable and unbilled revenues balances that were impaired for the periods ended March 31.
Three Months
20222021
PPL$$
PPL Electric
LG&E— 
KU

The following table shows the balances and certain activity of contract liabilities resulting from contracts with customers.
PPLPPL ElectricLG&EKU
Contract liabilities at December 31, 2021$42 $25 $$
Contract liabilities at March 31, 202233 17 
Revenue recognized during the three months ended March 31, 2022 that was included in the contract liability balance at December 31, 202122 10 
Contract liabilities at December 31, 2020$40 $23 $$
Contract liabilities at March 31, 202133 16 
Revenue recognized during the three months ended March 31, 2021 that was included in the contract liability balance at December 31, 202021 

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 generally recognized as revenue ratably over the quarterly billing period. Payments received in excess of revenues earned to date are recognized as revenue as services are delivered in subsequent periods.

At March 31, 2022, PPL had $46 million of performance obligations attributable to Corporate and Other that have not been satisfied. Of this amount, PPL expects to recognize approximately $30 million within the next 12 months.

30

4. 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 share-based payment awards were converted to common shares as calculated using the Two-Class Method or Treasury Stock Method.
 
Reconciliations of the amounts of income and shares of PPL common stock (in thousands) for the periods ended March 31 used in the EPS calculation are:
 Three Months
 20222021
Income (Numerator)  
Income from continuing operations after income taxes available to PPL common shareowners - Basic and Diluted$273 $203 
Loss from discontinued operations (net of income taxes) available to PPL common shareowners - Basic and Diluted$— $(2,043)
Net income (loss) available to PPL common shareowners - Basic and Diluted$273 $(1,840)
Shares of Common Stock (Denominator)  
Weighted-average shares - Basic EPS735,503 769,159 
Add: Dilutive share-based payment awards681 1,551 
Weighted-average shares - Diluted EPS736,184 770,710 
Basic and Diluted EPS  
Available to PPL common shareowners:
Income from continuing operations after income taxes$0.37 $0.26 
Loss from discontinued operations (net of income taxes)— (2.65)
Net Income (Loss) available to PPL common shareowners$0.37 $(2.39)

For the periods ended March 31, PPL issued common stock related to stock-based compensation plans as follows (in thousands):
 Three Months
 20222021
Stock-based compensation plans124 520 

See Note 7 for common stock repurchased under an authorized share repurchase program.

For the periods 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
20222021
Stock-based compensation awards154 233 
 
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5. Income Taxes

Reconciliations of income tax expense (benefit) for the periods ended March 31 are as follows.
(PPL)
Three Months
20222021
Federal income tax on Income from Continuing Operations Before Income Taxes at statutory tax rate - 21%$73 $55 
Increase (decrease) due to:  
State income taxes, net of federal income tax benefit21 12 
Valuation allowance adjustments
Amortization of investment tax credit including deferred taxes on basis adjustment(3)(1)
Depreciation and other items not normalized(3)(2)
Amortization of excess deferred federal and state income taxes(18)(12)
Other(1)
Total increase (decrease)
Total income tax expense (benefit)$74 $59 

(PPL Electric)  
 Three Months
 20222021
Federal income tax on Income Before Income Taxes at statutory tax rate - 21%$41 $32 
Increase (decrease) due to:  
State income taxes, net of federal income tax benefit16 12 
Depreciation and other items not normalized(3)(2)
Amortization of excess deferred federal income taxes(3)(3)
Other(1)(2)
Total increase (decrease)
Total income tax expense (benefit)$50 $37 

(LG&E)  
 Three Months
 20222021
Federal income tax on Income Before Income Taxes at statutory tax rate - 21%$24 $20 
Increase (decrease) due to:  
State income taxes, net of federal income tax benefit
Amortization of excess deferred federal and state income taxes(7)(3)
Other(2)(2)
Total increase (decrease)(5)(1)
Total income tax expense (benefit)$19 $19 

32

(KU)  
 Three Months
 20222021
Federal income tax on Income Before Income Taxes at statutory tax rate - 21%$28 $22 
Increase (decrease) due to:  
State income taxes, net of federal income tax benefit
Amortization of excess deferred federal and state income taxes(6)(4)
Other(3)(1)
Total increase (decrease)(4)(1)
Total income tax expense (benefit)$24 $21 

6. Utility Rate Regulation

(All Registrants)

The following table provides information about the regulatory assets and liabilities of cost-based rate-regulated utility operations.
PPLPPL Electric
March 31,
2022
December 31,
2021
March 31,
2022
December 31,
2021
Current Regulatory Assets:    
Gas supply clause$22 $21 $— $— 
Smart meter rider11 11 
Fuel adjustment clause15 11 — — 
Other14 21 11 
Total current regulatory assets (a)$58 $64 $13 $22 
Noncurrent Regulatory Assets:    
Defined benefit plans$509 $523 $248 $256 
Plant outage costs51 54 — — 
Storm costs12 11 — — 
Unamortized loss on debt23 24 
Interest rate swaps14 18 — — 
Terminated interest rate swaps68 70 — — 
Accumulated cost of removal of utility plant224 228 224 228 
AROs302 302 — — 
Other16 — — 
Total noncurrent regulatory assets$1,219 $1,236 $475 $488 
33

PPLPPL Electric
March 31,
2022
December 31,
2021
March 31,
2022
December 31,
2021
Current Regulatory Liabilities:    
Generation supply charge$$10 $$10 
Transmission service charge23 21 23 21 
Universal service rider17 17 
TCJA customer refund19 22 19 22 
Act 129 compliance rider15 10 15 10 
Transmission formula rate return on equity (b)30 73 30 73 
Economic relief billing credit13 27 — — 
Other— 
Total current regulatory liabilities$122 $182 $101 $153 
Noncurrent Regulatory Liabilities:    
Accumulated cost of removal of utility plant$647 $639 $— $— 
Power purchase agreement - OVEC33 35 — — 
Net deferred taxes1,574 1,591 523 531 
Defined benefit plans101 95 32 28 
Terminated interest rate swaps62 62 — — 
Total noncurrent regulatory liabilities$2,417 $2,422 $555 $559 

 LG&EKU
March 31,
2022
December 31,
2021
March 31,
2022
December 31,
2021
Current Regulatory Assets:    
Gas supply clause$22 $21 $— $— 
Gas line tracker— — — 
Generation formula rate— — 
Fuel adjustment clause11 
Other— 
Total current regulatory assets$31 $33 $14 $
Noncurrent Regulatory Assets:    
Defined benefit plans$160 $164 $101 $103 
Storm costs
Unamortized loss on debt12 12 
Interest rate swaps14 18 — — 
Terminated interest rate swaps40 41 28 29 
AROs75 75 227 227 
Plant outage costs14 15 37 39 
Other10 
Total noncurrent regulatory assets$329 $337 $415 $411 

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LG&EKU
March 31,
2022
December 31,
2021
March 31,
2022
December 31,
2021
Current Regulatory Liabilities:    
Demand side management$— $— $$— 
Gas line tracker— — — 
Economic relief billing credit10 21 
Other— 
Total current regulatory liabilities$14 $21 $$
Noncurrent Regulatory Liabilities:    
Accumulated cost of removal of utility plant$268 $262 $379 $377 
Power purchase agreement - OVEC23 24 10 11 
Net deferred taxes487 491 564 569 
Defined benefit plans11 10 58 57 
Terminated interest rate swaps31 31 31 31 
Total noncurrent regulatory liabilities$820 $818 $1,042 $1,045 
  
(a)For PPL, these amounts are included in "Other current assets" on the Balance Sheets.
(b)See “Regulatory Matters - Federal Matters - PPL Electric Transmission Formula Rate Return on Equity” below for additional information.

Regulatory Matters

Federal Matters

PPL Electric Transmission Formula Rate Return on Equity (PPL and PPL Electric)

In May 2020, PP&L Industrial Customer Alliance (PPLICA) filed a complaint with the FERC alleging that PPL Electric’s base return on equity (ROE) used to determine PPL Electric’s formula transmission rate was unjust and unreasonable. In August 2021, PPL Electric entered into a settlement agreement (the Settlement) with PPLICA and all other parties, including intervenors. The key aspects of the Settlement include changes to PPL Electric’s base ROE, changes to the equity component of PPL Electric’s capital structure, allowing modification of the current rate year to a calendar year and allowing modification of the current formula rate based on a historic test year to a projected test year. The settlement was approved by the FERC in November 2021. The interim rates reflecting the agreed-to-base ROE in the Settlement were effective December 1, 2021.

In the first quarter of 2021, PPL and PPL Electric recorded a revenue reduction on the Statement of Income of $19 million after-tax representing an estimate of the revenue subject to refund from the date of the complaint through March 31, 2021. Of this amount, $13 million related to 2020.

As of December 31, 2021, PPL and PPL Electric had a regulatory liability on the Balance Sheet of $73 million, which represents revenue subject to refund based on the difference between charges that were calculated using the ROE in effect at the time and charges calculated using the revised ROE provided for in the Settlement, plus interest at the FERC interest rate. During the three months ended March 31, 2022, $44 million of revenue was refunded to customers. The remaining balance will be refunded to customers through May 31, 2022.

FERC Transmission Rate Filing (PPL, 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 sought 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. In 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, which was subsequently filed, modified, and approved by the FERC in 2020 and 2021. In 2020, LG&E and KU and other parties filed appeals with the D.C. Circuit Court of Appeals regarding FERC's orders on the
35

elimination of the mitigation and required transition mechanism. Oral arguments in the appellate proceeding occurred on February 14, 2022. LG&E and KU cannot predict the outcome of the respective appellate and FERC proceedings. LG&E and KU currently receive recovery of the waivers and credits provided through other rate mechanisms and such rate recovery would be anticipated to be adjusted in future rate proceedings consistent with potential changes or terminations of the waivers and credits, as such become effective.

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 uncollectible accounts. 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, 2022 and 2021, PPL Electric purchased $348 million and $324 million of accounts receivable from alternative suppliers.

7. 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, PPL's arrangements listed below include the credit facilities and commercial paper programs of PPL Electric, LG&E and KU. 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:
 March 31, 2022December 31, 2021
 Expiration
Date
CapacityBorrowedLetters of
Credit
and
Commercial
Paper
Issued
Unused
Capacity
BorrowedLetters of
Credit
and
Commercial
Paper
Issued
PPL       
PPL Capital Funding       
Syndicated Credit FacilityDec. 2026$1,250 $— $347 $903 $— $— 
Bilateral Credit FacilityMar. 2023100 — — 100 — — 
Bilateral Credit FacilityMar. 2023100 — 15 85 — 15 
Total PPL Capital Funding Credit Facilities$1,450 $— $362 $1,088 $— $15 
PPL Electric       
Syndicated Credit FacilityDec. 2026$650 $— $$649 $— $
LG&E      
Syndicated Credit FacilityDec. 2026$500 $— $353 $147 $— $69 
KU       
Syndicated Credit FacilityDec. 2026$400 $— $285 $115 $— $— 

(PPL)

In March 2022, PPL Capital Funding amended and restated its two existing $50 million bilateral credit facilities to extend the termination dates from March 9, 2022 to March 6, 2023 and to increase the borrowing capacity under each facility to $100 million.

36

(All Registrants)

PPL Capital Funding, 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, 2022December 31, 2021
Weighted -
Average
Interest Rate
CapacityCommercial
Paper
Issuances
Unused
Capacity
Weighted -
Average
Interest Rate
Commercial
Paper
Issuances
PPL Capital Funding0.84%$1,350 $347 $1,003 $— 
PPL Electric
650 — 650 — 
LG&E0.72%425 353 72 0.31%69 
KU0.78%350 285 65 — 
Total $2,775 $985 $1,790  $69 

(PPL Electric, LG&E, and KU)

See Note 11 for discussion of intercompany borrowings.

(PPL)

Equity Securities

Share Repurchase

In August 2021, PPL's Board of Directors authorized share repurchases of up to $3 billion of PPL common shares. In 2021, PPL repurchased approximately $1 billion of PPL common shares. There were no share repurchases during the three months ended March 31, 2022. The actual additional amounts to be repurchased pursuant to this authority will depend on various factors, including PPL’s share price, market conditions, and the determination of other uses for the proceeds from the sale of the U.K. utility business, including for incremental capital expenditures. PPL may purchase shares on each trading day subject to market conditions and principles of best execution.

Dividends

In February 2022, PPL declared a quarterly common stock dividend, payable April 1, 2022, of 20.0 cents per share.

8. Acquisitions, Development and Divestitures

(PPL)

Discontinued Operations

Sale of the U.K. Utility Business

On June 14, 2021, PPL WPD Limited completed the sale of PPL's utility business to National Grid Holdings One plc (National Grid U.K.), a subsidiary of National Grid plc. The transaction resulted in cash proceeds of $10.7 billion inclusive of foreign currency hedges executed by PPL. PPL received net proceeds, after taxes and fees, of $10.4 billion. PPL WPD Limited agreed to indemnify National Grid U.K. for certain tax related matters. See Note 10 for additional information. PPL has not had and will not have any significant involvement with the U.K. utility business since completion of the sale.

Summarized Results of Discontinued Operations

The operations of the U.K. utility business are included in "Loss from Discontinued Operations (net of income taxes)" on the Statement of Income for the period ended March 31, 2021 as follows:
37

Three Months
Operating Revenues$634 
Operating Expenses252 
Other Income (Expense) - net66 
Interest Expense (a)93 
Income before income taxes355 
Loss on sale(1,647)
Income taxes751 
Loss from Discontinued Operations (net of income taxes)$(2,043)

(a)No interest from corporate level debt was allocated to discontinued operations.

Acquisitions

Share Purchase Agreement to Acquire Narragansett Electric

On March 17, 2021, PPL and its subsidiary, PPL Energy Holdings, entered into a share purchase agreement (Narragansett SPA) with National Grid USA (National Grid U.S.), a subsidiary of National Grid plc to acquire 100% of the outstanding shares of common stock of Narragansett Electric for approximately $3.8 billion in cash. On May 3, 2021, an Assignment and Assumption Agreement was entered into by PPL, PPL Energy Holdings, PPL Rhode Island Holdings and National Grid U.S. whereby certain interests of PPL Energy Holdings in the Narragansett SPA were assigned to and assumed by PPL Rhode Island Holdings. Pursuant to that Assignment and Assumption Agreement, PPL Rhode Island Holdings became the purchasing entity under the Narragansett SPA. The acquisition is expected to be funded with proceeds from the sale of the U.K. utility business. PPL has agreed to guarantee all obligations of PPL Energy Holdings and PPL Rhode Island Holdings under the Narragansett SPA and the related Assignment and Assumption Agreement.

The closing of the acquisition is subject to the receipt of certain U.S. regulatory approvals or waivers, including, among others, authorizations or waivers from the Rhode Island Division of Public Utilities and Carriers (RIDPU), the Massachusetts Department of Public Utilities (MDPU), the Federal Communications Commission (FCC), and the FERC, as well as review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary conditions to closing, including the execution and delivery of certain related transaction documents.

The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (HSR) with respect to the acquisition, expired on June 2, 2021. The HSR approval expires on June 2, 2022.
On July 14, 2021, the FCC consented to the Transfer of Control Application for the transfer of control of certain communications licenses held by Narragansett Electric from National Grid U.S. to PPL. The FCC consent was originally set to expire on January 17, 2022, but has been extended for 180 days and is currently set to expire on July 16, 2022.
On September 23, 2021, the FERC issued an order authorizing, as consistent with the public interest, the disposition of jurisdictional facilities that will result in PPL Rhode Island Holdings, LLC, acquiring 100% of the outstanding shares of common stock of Narragansett Electric.
On July 16, 2021, the MDPU granted a waiver of jurisdiction with respect to the acquisition, finding that the acquisition would not adversely impact Massachusetts ratepayers. On March 3, 2022, the Massachusetts Supreme Judicial Court (SJC) issued a stay of the waiver order. On March 25, 2022, National Grid and the Massachusetts Attorney General filed with the SJC a Joint Stipulation of Voluntary Dismissal of Appeal and Motion to Lift the Court's March 3, 2022 Order of Stay, and on March 29, 2022, the SJC issued an order dismissing the appeal with prejudice and vacating the stay that it had previously entered.
On February 23, 2022, the RIDPU issued an order authorizing the disposition of jurisdictional facilities that will result in PPL Rhode Island acquiring 100% of the outstanding shares of common stock of Narragansett Electric. The Rhode Island Attorney General subsequently appealed the RIDPU order approving the transaction to the Rhode Island Superior Court and requested a stay of the RIDPU order pending resolution of the appeal. On April 1, 2022, the Rhode Island Superior Court granted a stay of the RIDPU order, and oral arguments on the appeal were held on April 26, 2022. Favorable resolution of the appeals process in Rhode Island is the final pending approval needed to close the transaction.

PPL Energy Holdings and PPL Rhode Island Holdings and National Grid U.S. have each made customary representations, warranties and covenants in the Narragansett SPA, including, among others, customary indemnification provisions and covenants by National Grid U.S. to conduct the Narragansett Electric business in the ordinary course between the execution of
38

the Narragansett SPA and the closing of the acquisition. The consummation of the transaction is not subject to a financing condition.

In connection with the acquisition, National Grid U.S. and one or more of its subsidiaries and Narragansett Electric will enter into a transition services agreement, pursuant to which National Grid U.S. and/or one or more of its affiliates will agree to provide certain transition services to Narragansett Electric and its affiliates to facilitate the operation of Narragansett Electric following the consummation of the acquisition and the transition of operations to PPL, as agreed upon in the Narragansett SPA.

9. Defined Benefits

(PPL)

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 for the periods ended March 31:
Pension Benefits
 Three Months
 20222021
PPL
Service cost$12 $13 
Interest cost32 32 
Expected return on plan assets(64)(61)
Amortization of:
Prior service cost
Actuarial loss12 25 
Net periodic defined benefit costs (credits)$(6)$11 

 Other Postretirement Benefits
 Three Months
 20222021
PPL
Service cost$$
Interest cost
Expected return on plan assets(6)(5)
Net periodic defined benefit costs (credits)$(1)$

(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.

39

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

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 a November 2014 distribution of proceeds from the sale of then-PPL Montana's hydroelectric generating facilities. 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). Plaintiff asserts 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. Plaintiff is 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 plaintiff 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 plaintiff's motion to remand the case back to state court. Although, the PPL defendants petitioned the Ninth Circuit Court of Appeals to grant an appeal of the remand decision, in November 2019, the Ninth Circuit Court of Appeals denied that request and in December 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 as a plaintiff. In January 2020, PPL defendants filed a motion to dismiss the Second Amended Complaint or, in the alternative, to stay the proceedings pending the resolution of the below mentioned Delaware Action. The Court held a hearing on June 24, 2020 regarding the motions. On September 11, 2020, the Court granted PPL defendants' alternative Motion for a Stay of the proceedings.

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 and certain of their affiliates (Delaware Action), in response to and as part of the defense strategy for an action filed by Talen Montana, LLC (the Talen Direct Action, since dismissed) and the Talen Putative Class Action described above (together, the Montana Actions) originally filed in Montana state court in October 2018. 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 time; 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, to include, among other things, claims related to indemnification with respect to 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, and in October 2019,
40

the Delaware Court of Chancery issued an opinion sustaining all of the PPL plaintiffs' claims except for the claim for breach of implied covenant of good faith and fair dealing. As a result of the dismissal of the Talen Direct Action in December 2019, in January 2020, Talen Energy filed a new motion to dismiss five of the remaining eight claims in the amended complaint. The Court heard oral argument on Talen's motion to dismiss on May 28, 2020, and on June 22, 2020, issued an opinion denying the motion in its entirety. Discovery is proceeding, and the parties have filed certain motions and cross-motions for summary judgment, which are not yet scheduled for hearing.

In January 2022, Vice-Chancellor Joseph R. Slights III, the judge assigned to this litigation, announced his retirement. Thereafter, this case was removed from the trial schedule and is awaiting the assignment of a new judge. The new judge will likely rule on the motions and cross-motions for summary judgment.

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 was stayed at an early stage of litigation. While the Delaware Action is progressing, at this time PPL cannot predict the outcome of either 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.

E.W. Brown Environmental Assessment (PPL and KU)

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. On May 31, 2021, the KEEC approved the report and released a response to public comments. On August 6, 2021, KU submitted a Supplemental Remedial Alternatives Analysis (SRAA) report to the KEEC that outlines proposed additional fish, water, and sediment testing. On February 18, 2022 the KEEC provided approval to KU to proceed with the proposed sampling, which commenced in the spring of 2022.

Air (PPL and LG&E)

Sulfuric Acid Mist Emissions

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. On July 31, 2020, the U.S. Department of Justice and Louisville Metro Air Pollution Control District filed a complaint in the U.S. District Court for the Western District of Kentucky alleging violations specified in the EPA notice of violation and seeking civil penalties and injunctive relief. In October 2020, LG&E filed a motion to dismiss the complaint. In December 2020, the U.S. Department of Justice and the Louisville Metro Air Pollution Control District filed an amended complaint. In February 2021, LG&E filed a renewed motion to dismiss regarding the amended complaint. In September 2021, the parties reached a tentative agreement providing for dismissal of the court action, the payment by LG&E of a penalty amount and performance of a supplemental environmental project (SEP). On February 23, 2022 the court entered a Consent Decree approving the agreed penalty and SEP. The agreed penalty and SEP do not have a significant impact on LG&E's operations or financial condition.

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Water/Waste (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 October 13, 2020, the EPA published final revisions to its best available technology standards for certain wastewaters and potential extensions to compliance dates (the Reconsideration Rule). The rule is expected to be implemented by the states or applicable permitting authorities in the course of their normal permitting activities. LG&E and KU are currently implementing responsive compliance strategies and schedules. 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. Certain costs are included in the Registrants' capital plans and expected to be recovered from customers through rate recovery mechanisms, but additional costs and recovery will depend on further regulatory developments at the state level. In August 2021, the EPA published a notice of rulemaking initiative announcing that it will propose revisions to the Reconsideration Rule and determine "whether more stringent limitations and standards are appropriate." Compliance with the Reconsideration Rule is required during the pendency of the rulemaking process.

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. 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. In August 2020, the EPA published a final rule extending the deadline to initiate closure to April 11, 2021, while providing for certain extensions. The EPA is conducting ongoing rulemaking actions regarding various other amendments to the rule. Certain ongoing legal challenges to various provisions of the CCR Rule have been held in abeyance pending review by the EPA pursuant to the President's executive order. PPL, LG&E, and KU are monitoring the EPA’s ongoing efforts to refine and implement the regulatory program under the CCR Rule. In January 2022, the EPA issued several proposed regulatory determinations, facility notifications and public announcements which indicate increased scrutiny by the EPA to determine the adequacy of measures taken by facility owners and operators to achieve closure of CCR surface impoundments and landfills. In particular, the agency indicated that it will focus on certain practices that it views as posing a threat of continuing groundwater contamination. Future guidance, regulatory determinations, rulemakings and other developments could potentially require revisions to current LG&E and KU compliance plans including additional monitoring and remediation at surface impoundments and landfills, the cost of which could be substantial. PPL, LG&E and KU are unable to predict the outcome of the ongoing litigation, rulemaking, and regulatory determinations 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. 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. LG&E and KU have completed planned closure measures at most of the subject impoundments and have commenced post closure groundwater monitoring as required at those facilities. LG&E and KU generally expect to complete all 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.
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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 expected to be subject to rate recovery.

Superfund and Other Remediation (All Registrants)
 
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. Cleanup actions have been or are being undertaken at these sites as requested by governmental agencies, the costs of which have not been and are not expected to be significant to PPL Electric.
 
As of March 31, 2022 and December 31, 2021, PPL Electric had a recorded liability of $11 million and $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 currently 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 could require several PPL subsidiaries to take more extensive assessment and remedial actions at former coal gas manufacturing plants. The Registrants cannot reasonably estimate a range of possible losses, if any, related to these matters.

Regulatory Issues

(All Registrants)

See Note 6 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 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.

Gas - Security Directives (PPL and LG&E)

In May and July of 2021, the Department of Homeland Security’s (DHS) Transportation Security Administration (TSA) released two security directives applicable to certain notified owners and operators of natural gas pipeline facilities (including local distribution companies) that TSA has determined to be critical. The first security directive required notified owners/operators to implement cybersecurity incident reporting to the DHS, designate a cybersecurity coordinator, and perform a gap assessment of
43

current entity cybersecurity practices against certain voluntary TSA security guidelines and report relevant results and proposed mitigation to applicable DHS agencies. The second security directive required notified entities to implement a significant number of specified cyber security controls and processes. LG&E does not believe the security directives will have a significant impact on LG&E’s operations or financial condition.

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 and loan obligations of PPL Capital Funding.
 
(All Registrants)
 
The table below details guarantees provided as of March 31, 2022. "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. For reporting purposes, on a consolidated basis, the guarantees of PPL include the guarantees of its subsidiary Registrants.
Exposure at March 31, 2022Expiration
Date
PPL  
Indemnifications related to certain tax liabilities related to the sale of the U.K. utility business£50 (a)2028
LG&E and KU   
LG&E and KU obligation of shortfall related to OVEC(b) 

(a)PPL WPD Limited entered into a Tax Deed dated June 9, 2021 in which it agreed to a tax indemnity regarding certain potential tax liabilities of the entities sold with respect to periods prior to the completion of the sale, subject to customary exclusions and limitations. Because National Grid Holdings One plc, the buyer, agreed to purchase indemnity insurance, the amount of the cap on the indemnity for these liabilities is £1, except with respect to certain surrenders of tax losses, for which the amount of the cap on the indemnity is £50 million.
(b)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. PPL's proportionate share of OVEC's outstanding debt was $91 million at March 31, 2022, consisting of LG&E's share of $63 million and KU's share of $28 million. The maximum exposure and the expiration date of these potential obligations are not presently determinable. See "Energy Purchase Commitments" in Note 14 in PPL's, LG&E's and KU's 2021 Form 10-K for additional information on the OVEC power purchase contract.

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 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 generally 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.

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11. Related Party Transactions

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

PPL Services and LKS provide and, prior to its merger into PPL Services on December 31, 2021, PPL EU Services provided the Registrants, their respective subsidiaries 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 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, LKS and PPL EU Services 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
 20222021
PPL Electric from PPL Services
$61 $10 
PPL Electric from PPL EU Services— 50 
LG&E from LKS39 42 
KU from LKS44 44 

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 PPL and LG&E and KU are reimbursed through LKS.

Intercompany Borrowings

(PPL Electric)

PPL Energy Funding maintains a $1,200 million revolving line of credit with a PPL Electric subsidiary. At March 31, 2022 and December 31, 2021, PPL Energy Funding had borrowings outstanding in the amount of $296 million and $499 million. These balances are reflected in "Notes receivable from affiliate" on the PPL Electric Balance Sheets. 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 PPL Electric Income Statements.

(LG&E and KU)

LG&E participates in an intercompany money pool agreement whereby LKE and/or KU make available to LG&E funds up to the difference between LG&E's FERC borrowing limit and LG&E's commercial paper limit at an interest rate based on the lower of a market index of commercial paper issues and two additional rate options based on LIBOR. LG&E's money pool borrowing limit is $325 million. At December 31, 2021, LG&E had borrowings outstanding from KU and/or LKE in the amount of $324 million. This balance is reflected in "Notes payable to affiliates" on the LG&E Balance Sheets. NaN balances were outstanding at March 31, 2022.

KU participates in an intercompany money pool agreement whereby LKE and/or LG&E make available to KU funds up to the difference between KU's FERC borrowing limit and KU's commercial paper limit at an interest rate based on the lower of a market index of commercial paper issues and two additional rate options based on LIBOR. KU's money pool borrowing limit is $300 million. At March 31, 2022 and December 31, 2021, KU had borrowings outstanding from LG&E and/or LKE in the amount of $4 million and $294 million. These balances are reflected in "Notes payable to affiliates" on the KU Balance Sheets.

VEBA Funds Receivable (PPL Electric)

In 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
45

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 $8 million as of March 31, 2022, which was reflected in "Accounts receivable from affiliates" on the PPL Electric Balance Sheets. The intercompany receivable balance associated with these funds was $11 million as of December 31, 2021, the majority of which was reflected in "Accounts receivable from affiliates" on the PPL Electric Balance Sheets.

12. Other Income (Expense) - net

(PPL)

The details of "Other Income (Expense) - net" for the periods ended March 31, were:
 Three Months
20222021
Other Income  
Defined benefit plans - non-service credits (Note 9)$10 $
AFUDC - equity component
Total Other Income14 
Other Expense  
Charitable contributions
Miscellaneous13 
Total Other Expense14 
Other Income (Expense) - net$— $— 

(PPL Electric)

The details of "Other Income (Expense) - net" for the periods ended March 31, were:
 Three Months
20222021
Other Income
Defined benefit plans - non-service credits (Note 9)$$
Interest Income— 
AFUDC - equity component
Total Other Income
Other Expense
Charitable contributions
Miscellaneous— 
Total Other Expense
Other Income (Expense) - net$$

0
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 2021 Form 10-K for information on the levels in the fair value hierarchy.
 
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Recurring Fair Value Measurements

The assets and liabilities measured at fair value were:
 March 31, 2022December 31, 2021
 TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3
PPL        
Assets        
Cash and cash equivalents$4,249 $4,249 $— $— $3,571 $3,571 $— $— 
Restricted cash and cash equivalents (a)— — — — 
Total Cash, Cash Equivalents and Restricted Cash (b)4,250 4,250 — — 3,572 3,572 — — 
Special use funds (a):
Money market fund— — — — 
Commingled debt fund measured at NAV (c)20 — — — 22 — — — 
Commingled equity fund measured at NAV (c)19 — — — 21 — — — 
Total special use funds40 — — 45 — — 
Total assets$4,290 $4,251 $— $— $3,617 $3,574 $— $— 
Liabilities        
Price risk management liabilities (d):        
Interest rate swaps$14 $— $14 $— $18 $— $18 $— 
Total price risk management liabilities$14 $— $14 $— $18 $— $18 $— 
PPL Electric        
Assets        
Cash and cash equivalents$46 $46 $— $— $21 $21 $— $— 
Total assets$46 $46 $— $— $21 $21 $— $— 
LG&E      
Assets      
Cash and cash equivalents$$$— $— $$$— $— 
Total assets$$$— $— $$$— $— 
Liabilities      
Price risk management liabilities:      
Interest rate swaps$14 $— $14 $— $18 $— $18 $— 
Total price risk management liabilities$14 $— $14 $— $18 $— $18 $— 
KU        
Assets        
Cash and cash equivalents$$$— $— $13 $13 $— $— 
Total assets$$$— $— $13 $13 $— $— 

(a)Included in "Other current assets" on the Balance Sheets.
(b)Total Cash, Cash Equivalents and Restricted Cash provides a reconciliation of these items reported within the Balance Sheets to the sum shown on the Statements of Cash Flows.
(c)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 Balance Sheets.
(d)Current portion is included in "Other current liabilities" and noncurrent portion is included in "Other deferred credits and noncurrent liabilities" on the Balance Sheets.

Special Use Funds

(PPL)

The special use funds are investments restricted for paying active union employee medical costs. In 2018, PPL received a favorable private letter ruling from the IRS permitting a transfer of excess funds from the PPL Bargaining Unit Retiree Health
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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 the fair value of the funds are recorded to the Statements of Income.

Price Risk Management Assets/Liabilities - Interest Rate Swaps

(PPL, LG&E and KU)
 
To manage interest rate risk, PPL, LG&E and KU use interest rate contracts such as forward-starting swaps, floating-to-fixed swaps and fixed-to-floating swaps. 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), 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, 2022December 31, 2021
Carrying
Amount (a)
Fair ValueCarrying
Amount (a)
Fair Value
PPL$11,142 $11,720 $11,140 $12,955 
PPL Electric4,485 4,789 4,484 5,272 
LG&E2,006 2,131 2,006 2,363 
KU2,619 2,779 2,618 3,120 

(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 (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.
 
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 and interest 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.
 
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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 LG&E utilize over-the-counter interest rate swaps to limit exposure to market fluctuations on floating-rate debt. PPL, 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 due to the recovery methods in place.

(All Registrants)

Commodity Price Risk
 
PPL is exposed to commodity price risk through its subsidiaries as described below.
 
PPL Electric is required to purchase electricity to fulfill its obligation as a PLR. Potential commodity price risk is 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. 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 due to the recovery methods in place.
PPL is exposed to equity securities price risk from future stock sales and/or purchases.

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" transactions with counterparties 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, 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.

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PPL, LG&E and KU had no obligation to return or post cash collateral under master netting arrangements at March 31, 2022 and December 31, 2021.

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. PPL had no such contracts at March 31, 2022.

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, 2022 and 2021, PPL had no cash flow hedges reclassified into earnings associated with discontinued cash flow hedges.
 
At March 31, 2022, 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 and LG&E)
 
LG&E enters into interest rate swap contracts that economically hedge interest payments. 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, 2022, LG&E held contracts with a notional amount of $64 million that mature in 2033.
 
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 6 for amounts recorded in regulatory assets and regulatory liabilities at March 31, 2022 and December 31, 2021.
 
See Note 1 in each Registrant's 2021 Form 10-K for additional information on accounting policies related to derivative instruments.
 
50

(PPL)

The following table presents the fair value and the location on the Balance Sheets of derivatives not designated as hedging instruments.
 March 31, 2022December 31, 2021
 AssetsLiabilitiesAssetsLiabilities
Current:    
Price Risk Management    
Assets/Liabilities:    
Interest rate swaps (a)$— $$— $
Total current— — 
Noncurrent:    
Price Risk Management    
Assets/Liabilities:    
Interest rate swaps (a)— 13 — 17 
Total noncurrent— 13 — 17 
Total derivatives$— $14 $— $18 
 
(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. 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, 2022.

 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$— Interest expense$(1)
Total$—  $(1)
Derivatives Not Designated as
Hedging Instruments
Location of Gain (Loss) Recognized in
Income on Derivative
Three Months
Interest rate swapsInterest expense$
Derivatives Not Designated as
Hedging Instruments
Location of Gain (Loss) Recognized as
Regulatory Liabilities/Assets
Three Months
Interest rate swapsRegulatory assets - noncurrent$
 
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, 2021.
 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$— Interest expense$(1)
Loss from Discontinued Operations (net of taxes)(1)
Cross-currency swaps(46)Loss from Discontinued Operations (net of taxes)(37)
Total$(46) $(39)
Net Investment Hedges:
Foreign currency contracts in discontinued operations$
51

Derivatives Not Designated as
Hedging Instruments
Location of Gain (Loss) Recognized in
Income on Derivative
Three Months
Foreign currency contractsLoss from Discontinued operations (net of taxes)$(25)
Interest rate swapsInterest expense(1)
 Total$(26)
Derivatives Not Designated as
Hedging Instruments
Location of Gain (Loss) Recognized as
Regulatory Liabilities/Assets
Three Months
Interest rate swapsRegulatory assets - noncurrent$

The following table presents the effect of cash flow hedge activity on the Statement of Income for the period ended March 31, 2022.
Location and Amount of Gain (Loss) Recognized in Income on Hedging Relationships
Three Months
Interest ExpenseOther Income (Expense) - net
Total income and expense line items presented in the income statement in which the effect of cash flow hedges are recorded$107 $— 
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(1)— 
Cross-currency swaps:
Hedged items— — 
Amount of gain (loss) reclassified from AOCI to Income— — 

The following table presents the effect of cash flow hedge activity on the Statement of Income for the period ended March 31, 2021.
Location and Amount of Gain (Loss) Recognized in Income on Hedging Relationships
Three Months
Interest ExpenseLoss from Discontinued Operations (net of taxes)
Total income and expense line items presented in the income statement in which the effect of cash flow hedges are recorded$153 $(2,043)
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(1)
Cross-currency swaps:
Hedged items— 37 
Amount of gain (loss) reclassified from AOCI to Income— (37)

(LG&E)
 
The following table presents the fair value and the location on the Balance Sheets of derivatives not designated as hedging instruments.
52

 March 31, 2022December 31, 2021
 AssetsLiabilities AssetsLiabilities
Current:     
Price Risk Management     
Assets/Liabilities:     
Interest rate swaps$— $ $— $
Total current—  — 
Noncurrent:     
Price Risk Management     
Assets/Liabilities:     
Interest rate swaps— 13  — 17 
Total noncurrent— 13  — 17 
Total derivatives$— $14  $— $18 
 
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, 2022.
 Location of Gain (Loss) Recognized in 
Derivative InstrumentsIncome on DerivativesThree Months
Interest rate swapsInterest expense$
 Location of Gain (Loss) Recognized in 
Derivative InstrumentsRegulatory AssetsThree Months
Interest rate swapsRegulatory assets - noncurrent$

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, 2021. 
 Location of Gain (Loss) Recognized in 
Derivative InstrumentsIncome on DerivativesThree Months
Interest rate swapsInterest expense$(1)
 Location of Gain (Loss) Recognized in 
Derivative InstrumentsRegulatory AssetsThree Months
Interest rate swapsRegulatory assets - noncurrent$
(PPL, LG&E and KU)
 
Offsetting Derivative Instruments
 
PPL, 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, 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.
53

 AssetsLiabilities
  Eligible for Offset  Eligible for Offset 
GrossDerivative
Instruments
Cash
Collateral
Received
NetGrossDerivative
Instruments
Cash
Collateral
Pledged
Net
March 31, 2022        
Treasury Derivatives        
PPL$— $— $— $— $14 $— $— $14 
LG&E— — — — 14 — — 14 
 AssetsLiabilities
  Eligible for Offset  Eligible for Offset 
GrossDerivative
Instruments
Cash
Collateral
Received
NetGrossDerivative
Instruments
Cash
Collateral
Pledged
Net
December 31, 2021       
Treasury Derivatives       
PPL$— $— $— $— $18 $— $— $18 
LG&E— — — — 18 — — 18 
 
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, 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, 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)

At March 31, 2022, there were no 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.

15. Asset Retirement Obligations

(PPL, LG&E and KU)

PPL'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 LG&E and KU, all ARO accretion and depreciation expenses are reclassified as a regulatory asset or regulatory liability. ARO regulatory assets associated with certain CCR projects are amortized to expense in accordance with regulatory approvals. For other AROs, deferred accretion and depreciation expense is recovered through cost of removal.

54

The changes in the carrying amounts of AROs were as follows.
 PPLLG&EKU
Balance at December 31, 2021$189 $84 $105 
Accretion
Changes in estimated timing or cost— 
Obligations settled(13)(7)(6)
Balance at March 31, 2022$181 $79 $102 
 
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 
Equity
investees'
AOCI
Prior
service
costs
Actuarial
gain
(loss)
Total
PPL
December 31, 2021$— $$— $(6)$(152)$(157)
Amounts arising during the period— — (1)— — 
Reclassifications from AOCI— — 
Net OCI during the period— — 
March 31, 2022$— $$$(6)$(149)$(152)
December 31, 2020$(1,158)$— $— $(16)$(3,046)$(4,220)
Amounts arising during the period303 (30)— — — 273 
Reclassifications from AOCI— 25 — — 40 65 
Net OCI during the period303 (5)— — 40 338 
March 31, 2021$(855)$(5)$— $(16)$(3,006)$(3,882)

The following table presents PPL's gains (losses) and related income taxes for reclassifications from AOCI for the periods ended March 31.
 Three MonthsAffected Line Item on the
Details about AOCI20222021Statements of Income
Qualifying derivatives   
Interest rate swaps$(1)$(1)Interest Expense
— (1)Loss from Discontinued Operations (net of income taxes)
Cross-currency swaps— (37)Loss from Discontinued Operations (net of income taxes)
Total Pre-tax(1)(39)
Income Taxes— 14  
Total After-tax(1)(25) 
Defined benefit plans  
Prior service costs (a)(1)— 
Net actuarial loss (a)(4)(62)
Total Pre-tax(5)(62)
Income Taxes22 
Total After-tax(4)(40)
Total reclassifications during the period$(5)$(65)

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

55


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, 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' 2021 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, 2022 with the same period in 2021. The 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 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).
 
56

      PPL Corporation*       
              
                  
             
                 
                  
 
PPL Electric*
Engages in the regulated transmission and distribution of electricity in Pennsylvania
  
LKE
A holding company that owns regulated utility operations through its subsidiaries, LG&E and KU
  
PPL Capital Funding
Provides financing for the operations of PPL and certain subsidiaries
 
                  
                  
    
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
    
                
 Pennsylvania
Regulated Segment
  Kentucky
Regulated Segment
   
 

PPL's reportable segments' results primarily represent the results of LKE, including its wholly-owned subsidiaries, LG&E and KU, and PPL Electric.

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. PPL Electric was organized in 1920 as Pennsylvania Power & Light Company.
 
(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 utility by the KPSC and 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.
 
57

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

Central to PPL's and the other Registrants' strategy is recovering capital project costs efficiently through various rate-making mechanisms, including periodic base rate case proceedings using forward test years, annual FERC formula rate mechanisms and other regulatory agency-approved recovery mechanisms designed to limit regulatory lag. In Kentucky, the KPSC has adopted a series of regulatory mechanisms (ECR, DSM, GLT, fuel adjustment clause, and gas supply clause) and recovery on construction work-in-progress that reduce regulatory lag and provide timely recovery of and return on, as appropriate, prudently incurred costs. In Pennsylvania, 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.

In March 2021, PPL entered into definitive agreements that strategically reposition the company as a U.S.-based energy company focused on building the utilities of the future. These transactions are intended to strengthen PPL’s credit metrics, enhance long-term earnings growth and predictability, and provide the company with greater financial flexibility to invest in sustainable energy solutions. See Note 9 to the Financial Statements in PPL's 2021 Form 10-K and the "Share Purchase Agreement to Acquire Narragansett Electric" discussion in "Financial and Operational Developments" below for additional information.

Financial and Operational Developments

(PPL)

Share Purchase Agreement to Acquire Narragansett Electric

On March 17, 2021, PPL and its subsidiary, PPL Energy Holdings, entered into a share purchase agreement (Narragansett SPA) with National Grid USA (National Grid U.S.), a subsidiary of National Grid plc to acquire 100% of the outstanding shares of common stock of Narragansett Electric for approximately $3.8 billion in cash. On May 3, 2021, an Assignment and Assumption Agreement was entered into by PPL, PPL Energy Holdings, PPL Rhode Island Holdings and National Grid U.S. whereby certain interests of PPL Energy Holdings in the Narragansett SPA were assigned to and assumed by PPL Rhode Island Holdings. Pursuant to that Assignment and Assumption Agreement, PPL Rhode Island Holdings became the purchasing entity under the Narragansett SPA. PPL has agreed to guarantee all obligations of PPL Energy Holdings and PPL Rhode Island Holdings under the Narragansett SPA and the related Assignment and Assumption Agreement.

The closing of the acquisition is subject to the receipt of certain U.S. regulatory approvals or waivers, and other customary conditions to closing. To date, all required regulatory approvals or waivers have been received. However, a stay has been granted by the Rhode Island Superior Court on the Rhode Island Division of Public Utilities and Carriers order, pending resolution of the appeal. See Note 8 to the Financial Statements for additional information regarding the current status of these proceedings. The regulatory approvals remain subject to any applicable appeal periods. The consummation of the transaction is not subject to a financing condition.

See Note 8 to the Financial Statements for additional information.

Regulatory Requirements

(All Registrants)

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

58

Environmental Considerations for Coal-Fired Generation (PPL, LG&E and KU)

The businesses of 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 6, 10 and 15 to the Financial Statements for a discussion of these significant environmental matters. These and other environmental requirements led PPL, LG&E and KU to retire approximately 1,200 MW of coal-fired generating plants in Kentucky since 2010. As part of the long-term generation planning process, LG&E and KU evaluate a range of factors including the impact of potential stricter environmental regulations, fuel price scenarios, the cost of replacement generation, continued operations and major maintenance costs and the risk of major equipment failures in determining when to retire generation assets. As a result of environmental requirements and aging infrastructure, LG&E anticipates retiring two older coal-fired units at the Mill Creek Plant and KU anticipates retiring one coal-fired unit at the E.W. Brown plant. Mill Creek Unit 1 has 300 MW of capacity and is expected to be retired in 2024. Mill Creek Unit 2 and E.W. Brown Unit 3 have capacities of 297 MW and 412 MW and are expected to be retired in 2028. LG&E and KU anticipate earning recovery of and return on any remaining net book value of these assets through the Retired Asset Recovery (RAR) rider. See Note 7 to the Financial Statements in the Registrants' 2021 Form 10-K for additional information related to the RAR rider.

FERC Transmission Rate Filing (PPL, 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 sought 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. In 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, which was subsequently filed, modified, and approved by the FERC in 2020 and 2021. In 2020, LG&E and KU and other parties filed appeals with the D.C. Circuit Court of Appeals regarding FERC's orders on the elimination of the mitigation and required transition mechanism. Oral arguments in the appellate proceeding occurred on February 14, 2022. LG&E and KU cannot predict the outcome of the respective appellate and FERC proceedings. LG&E and KU currently receive recovery of the waivers and credits provided through other rate mechanisms and such rate recovery would be anticipated to be adjusted in future rate proceedings consistent with potential changes or terminations of the waivers and credits, as such become effective.

Rate Case Proceedings (PPL and KU)

On August 31, 2021, KU filed a request with the VSCC for an annual increase in Virginia base electricity rates of approximately $12 million. KU's request is based on an authorized 10.4% return on equity. On March 11, 2022, KU and the VSCC staff reached a partial stipulation and recommendation agreement providing KU with an increase in base electricity rates of approximately $7 million based on an authorized 9.4% return on equity. A hearing on open issues occurred on March 17, 2022 and the Hearing Examiner subsequently issued a report supporting the proposed agreement as appropriate. Subject to regulatory review and approval, new rates would become effective June 1, 2022.

Results of Operations

(PPL)

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, 2022 with the same period in 2021. The "Segment Earnings" and "Adjusted Gross Margins" discussions 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.

(PPL Electric, LG&E and KU)

A "Statement of Income Analysis" is presented separately for PPL Electric, 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, 2022 with the same period in 2021.

59

(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.

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

Statement of Income Analysis

Net income for the periods ended March 31 includes the following results:
 Three Months
 20222021$ Change
Operating Revenues$1,782 $1,498 $284 
Operating Expenses
Operation
Fuel212 177 35 
Energy purchases352 220 132 
Other operation and maintenance433 367 66 
Depreciation271 267 
Taxes, other than income60 52 
Total Operating Expenses1,328 1,083 245 
Other Income (Expense) - net— — — 
Interest Expense107 153 (46)
Income from Continuing Operations Before Income Taxes347 262 85 
Income Taxes74 59 15 
Income from Continuing Operations After Income Taxes273 203 70 
Loss from Discontinued Operations (net of income taxes) (Note 8)— (2,043)2,043 
Net Income (Loss)$273 $(1,840)$2,113 

Operating Revenues

The increase (decrease) in operating revenues was due to:
Three Months
PPL Electric distribution volume (a)$12 
PPL Electric PLR (b)114 
PPL Electric transmission formula rate (c)45 
LG&E retail rates (d)28 
LG&E fuel and other energy prices (e)37 
KU retail rates (d)30 
KU fuel and other energy prices (e)26 
Other(8)
Total$284 

(a)The increase was due to weather and higher customer volumes.
(b)The increase was primarily due to higher energy prices, higher customer volumes and lower volumes of shopping customers.
(c)The increase was primarily due to a $27 million revenue reduction recorded in the three months ended March 31, 2021 due to a challenge to the transmission formula rate return on equity, which was partially offset by $11 million of lower revenue in the three months ended March 31, 2022 due to the settled reduction in the return on equity, $17 million due to a higher PPL zonal peak load billing factor in 2022 and $10 million due to returns on additional transmission capital investments. See Note 6 to the Financial Statements for additional details on the transmission formula rate return on equity reduction.
(d)The increase was due to new base rates approved by the KPSC effective July 1, 2021.
(e)The increase was primarily due to higher recoveries of fuel and energy purchases due to higher commodity costs.

Fuel

Fuel increased $35 million for the three months ended March 31, 2022 compared with 2021, primarily due to a $9 million increase in commodity costs at LG&E and a $27 million increase in commodity costs, partially offset by a $7 million decrease in volumes due to the timing of generation maintenance outages at KU.
60


Energy Purchases

Energy purchases increased $132 million for the three months ended March 31, 2022 compared with 2021, primarily due to higher PLR prices of $90 million and higher PLR volumes of $16 million at PPL Electric and a $25 million increase at LG&E primarily due to an increase in commodity costs.

Other Operation and Maintenance

The increase (decrease) in other operation and maintenance was due to:
Three Months
PPL Electric bad debts$
PPL Electric storm costs
PPL Electric universal service programs
Charges related to the sale of the U.K. utility business(7)
Charges related to the acquisition of Narragansett Electric (a)34 
Stock compensation expense
Other20 
Total$66 

(a)Costs related to the integration of Narragansett Electric, including approximately $12 million of IT systems implementation costs and approximately $22 million of other external consultant and internal costs. PPL does not expect to recover these costs. See Note 8 to the Financial Statements for additional information.

Depreciation

The increase in depreciation was due to:
 Three Months
Additions to PP&E, net (a)$(2)
Depreciation rate change effective July 2021
Total$

(a)The decrease was primarily due to a decrease in software and computer hardware depreciation of $12 million at PPL Electric Utilities, as a result of end-of-life retirements, partially offset by increases of $4 million at LG&E and $3 million at KU due to additional assets placed into service, net of retirements.

Taxes, Other Than Income

The increase (decrease) in taxes, other than income was due to:
 Three Months
State gross receipts tax$
Domestic property tax expense
Total$

Other Income (Expense) - net

The increase (decrease) in other income (expense) - net was due to:
 Three Months
Defined benefit plans - non-service credits (Note 9)$
Other(6)
Total$— 

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Interest Expense

The increase (decrease) in interest expense was due to:
 Three Months
Long-term debt (a)$(42)
Other(4)
Total$(46)

(a)    The decrease was primarily due to PPL Capital Funding debt that was redeemed in June and July 2021.

Income Taxes

The increase (decrease) in income taxes was due to:
Three Months
Change in pre-tax income$27 
Valuation allowance adjustments(5)
Amortization of investment tax credit including deferred taxes on basis difference(2)
Amortization of excess deferred federal and state income taxes(6)
Other
Total$15 
Loss from Discontinued Operations (net of income taxes)

Loss from discontinued operations (net of income taxes) decreased $2,043 million for the three months ended March 31, 2022 compared with 2021. The decrease was due to the completion of the sale of the U.K. utility business in the second quarter of 2021. See "Discontinued Operations" in Note 8 to the Financial Statements for summarized results of operations of the U.K. utility business in 2021.

Segment Earnings

PPL's Net Income by reportable segment for the periods ended March 31 was as follows:
 Three Months
 20222021$ Change
Kentucky Regulated$179 $146 $33 
Pennsylvania Regulated143 113 30 
Corporate and Other (a)(49)(56)
Discontinued Operations (b)— (2,043)2,043 
Net Income$273 $(1,840)$2,113 

(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.
(b)See Note 8 to the Financial Statements for additional information.

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:

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• 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.
• Significant losses on early extinguishment of debt.
• Other charges or credits that are, in management's view, non-recurring or otherwise not reflective of the company's ongoing operations.

PPL's Earnings from Ongoing Operations by reportable segment for the periods ended March 31 were as follows:
 Three Months
 20222021$ Change
Kentucky Regulated$183 $142 $41 
Pennsylvania Regulated143 126 17 
Corporate and Other(21)(49)28 
Earnings from Ongoing Operations$305 $219 $86 

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

Kentucky Regulated Segment

The Kentucky Regulated segment consists primarily of the regulated electricity generation, transmission and distribution operations conducted by LG&E and KU, as well as LG&E's regulated distribution and sale of natural gas.

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


Three Months
20222021$ Change
Operating revenues$1,004 $885 $119 
Fuel  212 177 35 
Energy purchases96 71 25 
Other operation and maintenance225 220 
Depreciation169 156 13 
Taxes, other than income23 21 
Total operating expenses725 645 80 
Other Income (Expense) - net(2)— (2)
Interest Expense47 51 (4)
Interest Expense with Affiliate (a)14 13 
Income Taxes37 30 
Net Income179 146 33 
Less: Special Items(4)(8)
Earnings from Ongoing Operations$183 $142 $41 

(a)Borrowings between LKE and PPL were $1,456 million and $2,166 million as of March 31, 2022 and December 31, 2021.

The following after-tax gains (losses), which management considers special items, impacted the Kentucky Regulated segment's results and are excluded from Earnings from Ongoing Operations during the periods ended March 31.
Income Statement Line ItemThree Months
20222021
Strategic corporate initiatives, net of tax of $1Other Income (Expense)$(4)$— 
Valuation allowance adjustment (a)Income Taxes— 
Total Special Items$(4)$

(a)Adjustment of valuation allowances related to certain tax credits recorded in 2017 as a result of the TCJA.

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The changes in the components of the Kentucky Regulated segment's results between these periods were due to the factors set forth below, which reflect amounts classified as Kentucky Adjusted Gross Margins and the items that management considers special on separate lines and not in their respective Statement of Income line items.
Three Months
Kentucky Adjusted Gross Margins$89 
Other operation and maintenance(6)
Depreciation(40)
Taxes, other than income(4)
Other Income (Expense) - net
Interest Expense
Interest Expense with Affiliate(1)
Income Taxes(4)
Earnings from Ongoing Operations41 
Special items, after-tax(8)
Net Income$33 

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

Higher depreciation expense due to a $30 million increase related to certain ECR and GLT depreciation expenses transferred to base rates as a result of the 2020 Kentucky rate case, a $5 million increase due to additional assets placed into service, net of retirements and a $5 million increase due to higher depreciation rates, effective July 1, 2021.

Pennsylvania Regulated Segment

The Pennsylvania Regulated segment includes the regulated electricity transmission and distribution operations of PPL Electric.

Net Income and Earnings from Ongoing Operations for the periods ended March 31 include the following results.
Three Months
  
20222021$ Change
Operating revenues$775 $605 $170 
Energy purchases256 149 107 
Other operation and maintenance160 128 32 
Depreciation98 108 (10)
Taxes, other than income37 32 
Total operating expenses551 417 134 
Other Income (Expense) - net
Interest Expense39 43 (4)
Income Taxes50 37 13 
Net Income143 113 30 
Less: Special Item— (13)13