UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 
FORM 10-Q
 
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31,June 30, 2015
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
   
333-173665

LG&E and KU Energy LLC

(Exact name of Registrant as specified in its charter)

(Kentucky)

220 West Main Street

Louisville, KY 40202-1377

(502) 627-2000

20-0523163
   
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

 

 
 

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 CorporationYes X   No        
 PPL Electric Utilities CorporationYes X   No        
 LG&E and KU Energy LLCYes  X   No        
 Louisville Gas and Electric CompanyYes X  No        
 Kentucky Utilities CompanyYes X   No        

 

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

 

 PPL CorporationYes X   No        
 PPL Electric Utilities CorporationYes X   No        
 LG&E and KU Energy LLCYes X   No        
 Louisville Gas and Electric CompanyYes X   No        
 Kentucky Utilities CompanyYes X   No        

 

Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, non-accelerated filers, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

  

Large accelerated

filer

Accelerated

filer

Non-accelerated

filer

Smaller reporting

company

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

 

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

 

 PPL CorporationYes       No X    
 PPL Electric Utilities CorporationYes       No X    
 LG&E and KU Energy LLCYes       No X    
 Louisville Gas and Electric CompanyYes       No X    
 Kentucky Utilities CompanyYes       No X    

 

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

 

 PPL CorporationCommon stock, $0.01 par value, 668,107,248669,969,737 shares outstanding at April 30,July 24, 2015.
   
 PPL Electric Utilities CorporationCommon stock, no par value, 66,368,056 shares outstanding and all held by PPL Corporation at April 30,July 24, 2015.
   
 LG&E and KU Energy LLCPPL Corporation directly holds all of the membership interests in LG&E and KU Energy LLC.
   
 Louisville Gas and Electric CompanyCommon stock, no par value, 21,294,223 shares outstanding and all held by LG&E and KU Energy LLC at April 30,July 24, 2015.
   
 Kentucky Utilities CompanyCommon stock, no par value, 37,817,878 shares outstanding and all held by LG&E and KU Energy LLC at April 30,July 24, 2015.

 

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

 
 

PPL CORPORATION

PPL ELECTRIC UTILITIES CORPORATION

LG&Eand KU Energy LLC

Louisville Gas and Electric Company

Kentucky Utilities Company

 

FORM 10-Q

FOR THE QUARTER ENDEDMarch 31, June 30, 2015

 

Table of Contents

 

This combined Form 10-Q is separately filed by the following Registrants in their individual capacity: PPL Corporation, PPL Electric Utilities Corporation, LG&E and KU Energy LLC, Louisville Gas and Electric Company and Kentucky Utilities Company. Information contained herein relating to any individual Registrant is filed by such Registrant solely on its own behalf, and no Registrant makes any representation as to information relating to any other Registrant, except that information under "Forward-Looking Information" relating to subsidiaries of PPL Corporation is also attributed to PPL Corporation and information relating to the subsidiaries of LG&E and KU Energy LLC is also attributed to LG&E and KU Energy LLC. Beginning in the first quarter of 2015, PPL Energy Supply, LLC is filing a separate Form 10-Q.

 

Unless otherwise specified, references in this Report, individually, to PPL Corporation, PPL Electric Utilities Corporation, LG&E and KU Energy LLC, Louisville Gas and Electric Company and Kentucky Utilities Company are references to such entities directly or to one or more of their subsidiaries, as the case may be, the financial results of which subsidiaries are consolidated into such Registrants 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
GLOSSARY OF TERMS AND ABBREVIATIONS
FORWARD-LOOKING INFORMATION1
PART I.  FINANCIAL INFORMATION 
 Item 1.  Financial Statements 
  PPL Corporation and Subsidiaries 
   Condensed Consolidated Statements of Income (Loss)3
   Condensed Consolidated Statements of Comprehensive Income (Loss)4
   Condensed Consolidated Statements of Cash Flows5
   Condensed Consolidated Balance Sheets6
   Condensed Consolidated Statements of Equity8
  PPL Electric Utilities Corporation and Subsidiaries 
   Condensed Consolidated Statements of Income10
   Condensed Consolidated Statements of Cash Flows11
   Condensed Consolidated Balance Sheets12
   Condensed Consolidated Statements of Equity14
  LG&E and KU Energy LLC and Subsidiaries 
   Condensed Consolidated Statements of Income15
Condensed Consolidated Statements of Comprehensive Income16
   Condensed Consolidated Statements of Cash Flows17
   Condensed Consolidated Balance Sheets18
   Condensed Consolidated Statements of Equity20
  Louisville Gas and Electric Company 
   Condensed Statements of Income22
   Condensed Statements of Cash Flows23
   Condensed Balance Sheets24
   Condensed Statements of Equity26
  Kentucky Utilities Company 
   Condensed Statements of Income28
   Condensed Statements of Cash Flows29
   Condensed Balance Sheets30
   Condensed Statements of Equity32
      
 
 

 

 

 Combined Notes to Condensed Financial Statements (Unaudited) 
  1.   Interim Financial Statements33
  2.   Summary of Significant Accounting Policies33
  3.   Segment and Related Information34
  4.   Earnings Per Share35
  5.   Income Taxes36
  6.   Utility Rate Regulation3738
  7.   Financing Activities4041
  8.   Acquisitions, Development and Divestitures4243
  9.   Defined Benefits4447
  10. Commitments and Contingencies4549
  11. Related Party Transactions5857
  12. Other Income (Expense) - net5958
  13. Fair Value Measurements and Credit Concentration5958
  14. Derivative Instruments and Hedging Activities6560
  15. Goodwill7568
  16. Asset Retirement Obligations7568
  17. Available-for-Sale SecuritiesAccumulated Other Comprehensive Income (Loss)7569
  18. Accumulated Other Comprehensive Income (Loss)76
19. New Accounting Guidance Pending Adoption7771
 Item 2.  Combined Management's Discussion and Analysis of Financial Condition and Results of Operations 
  Overview8073
   Introduction8073
   Business Strategy8275
   Financial and Operational Developments8376
    PPL Corporation and Subsidiaries - Earnings8376
    2015 Outlook8476
    Other Financial and Operational Developments8577
  Results of Operations8781
   PPL Corporation and Subsidiaries - Segment Earnings, Margins and Statement of Income Analysis8882
   PPL Electric Utilities Corporation and Subsidiaries - Earnings, Margins and Statement of Income
   Analysis
9689
   LG&E and KU Energy LLC and Subsidiaries - Earnings, Margins and Statement of Income Analysis9791
   Louisville Gas and Electric Company - Earnings, Margins and Statement of Income Analysis9993
   Kentucky Utilities Company - Earnings, Margins and Statement of Income Analysis10095
  Financial Condition10197
   Liquidity and Capital Resources10197
   Risk Management106103
   Foreign Currency Translation110104
   Related Party Transactions110105
   Acquisitions, Development and Divestitures110105
   Environmental Matters110105
  New Accounting Guidance114107
  Application of Critical Accounting Policies114107
 Item 3.  Quantitative and Qualitative Disclosures About Market Risk115108
 Item 4.  Controls and Procedures115108
PART II.  OTHER INFORMATION 
 Item 1.  Legal Proceedings115108
 Item 1A.  Risk Factors115108
Item 2  Unregistered Sales of Equity Securities and Use of Proceeds109
 Item 4.  Mine Safety Disclosures115109
 Item 6.  Exhibits116109

SIGNATURES118111
COMPUTATIONS OF RATIO OF EARNINGS TO FIXED CHARGES119112
CERTIFICATES OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER 
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002124117
CERTIFICATES OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER 
     PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002134
127

 

 
 

(THIS PAGE LEFT BLANK INTENTIONALLY.)

Table of Contents

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 services to LKE and its subsidiaries.

 

PPL- PPL Corporation, the parent holding company of PPL Electric, PPL Energy Funding, PPL Capital Funding, LKE and other subsidiaries.

 

PPL Brunner Island - PPL Brunner Island, LLC, a subsidiary of PPL Generation that owns generating operations in Pennsylvania.

PPL Capital Funding - PPL Capital Funding, Inc., a financing subsidiary of PPL that provides financing for the operations of PPL and certain subsidiaries. Debt issued by PPL Capital Funding is guaranteed as to payment by PPL.

 

PPL Electric- PPL Electric Utilities Corporation, a public utility subsidiary of PPL engaged in the regulated transmission and distribution of electricity in its Pennsylvania service area and that provides electricity supply to its retail customers in this area as a PLR.

 

PPL Energy Funding - PPL Energy Funding Corporation, a subsidiary of PPL and the parent holding company of PPL Energy Supply, PPL Global and other subsidiaries.

PPL EnergyPlus - PPL EnergyPlus, LLC, a subsidiary of PPL Energy Supply that markets and trades wholesale and retail electricity and gas, and supplies energy and energy services in competitive markets.

PPL Energy Supply - PPL Energy Supply, LLC, a subsidiary of PPL Energy Funding and the parent company of PPL Generation, PPL EnergyPlus and other subsidiaries.

 

PPL EU Services- PPL EU Services Corporation, a subsidiary of PPL that, beginning in 2015, provides support services and corporate functions such as financial, supply chain, human resources and information technology services primarily to PPL Electric and its affiliates.

 

PPL Generation - PPL Generation, LLC, a subsidiary of PPL Energy Supply that owns and operates U.S. generating facilities through various subsidiaries.

PPL Global - PPL Global, LLC, a subsidiary of PPL Energy Funding that, primarily through its subsidiaries, owns and operates WPD, PPL's regulated electricity distribution businesses in the U.K.

 

PPL Montana - PPL Montana, LLC, an indirect subsidiary of PPL Generation that generates electricity for wholesale sales in Montana and the Pacific Northwest.

PPL Montour - PPL Montour, LLC, a subsidiary of PPL Generation that owns generating operations in Pennsylvania.

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

 

PPL Susquehanna - PPL Susquehanna, LLC, a subsidiary of PPL Generation that owns a nuclear-powered generating station.

PPL WPD LtdLimited - an indirect U.K. subsidiary of PPL Global. PPL WPD LtdLimited holds a liability for a closed defined benefit pension plan and a receivable with WPD Ltd.plc.

 

Registrant(s) - refers to the Registrants named on the cover of this Report (each a "Registrant" and collectively, the "Registrants").

i

 

Subsidiary Registrant(s)- Registrants that are direct or indirect wholly owned subsidiaries of PPL: PPL Energy Supply, PPL Electric, LKE, LG&E and KU.

 

WPD - refers to WPD Ltdplc and its subsidiaries together with a sister company PPL WPD Ltd.

 

WPD (East Midlands) - Western Power Distribution (East Midlands) plc, a British regional electricity distribution utility company.

 

WPD Ltdplc - Western Power Distribution plc, formerly known as Western Power Distribution Limited, an indirect U.K. subsidiary of PPL Global. Its principal indirectly owned subsidiaries are WPD (East Midlands), WPD (South Wales), WPD (South West) and WPD (West Midlands).

 

WPD Midlands-refers to WPD (East Midlands) and WPD (West Midlands), collectively.

 

WPD(South Wales) - Western Power Distribution (South Wales) plc, a British regional electricity distribution utility company.

 

i
Table of Contents

WPD(South West) - Western Power Distribution (South West) plc, a British regional electricity distribution utility company.

 

WPD (West Midlands) -Western Power Distribution (West Midlands) plc, a British regional electricity distribution utility company.

 

WKE -Western Kentucky Energy Corp., a subsidiary of LKE that leased certain non-utility generating plants in western Kentucky until July 2009.

 

 

Other terms and abbreviations

 

£ - British pound sterling.

 

2014 Form 10-K - Annual Report to the SEC on Form 10-K for the year ended December 31, 2014 Form 10-K.

 

Act 11 - Act 11 of 2012 that became effective on April 16, 2012. The Pennsylvania legislation authorizes 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 amends the Pennsylvania Public Utility Code and creates an energy efficiency and conservation program and smart metering technology requirements, adopts new PLR electricity supply procurement rules, provides remedies for market misconduct and changes to the AEPS.

AEPS - Alternative Energy Portfolio Standard.Standard (AEPS).

 

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.

 

Baseload generation- includes the output provided by PPL's nuclear, coal, hydroelectric and qualifying facilities.

Basis- when used in the context of derivatives and commodity trading, the commodity price differential between two locations, products or time periods.

 

Cane Run Unit 7 - a natural gas combined-cycle unit under construction in Kentucky, jointly owned by LG&E and KU, which is expected to provide additionalprovides electric generating capacity of 640 MW (141 MW and 499 MW to LG&E and KU) in 2015..

 

CCR(s) - Coal Combustion Residual(s). CCRs include fly ash, bottom ash and sulfur dioxide scrubber wastes.

ii

 

Clean Air Act - federal legislation enacted to address certain environmental issues related to air emissions, including acid rain, ozone and toxic air emissions.

 

Clean Water Act - federal legislation enacted to address certain environmental issues relating to water quality including effluent discharges, cooling water intake, and dredge and fill activities.

COBRA -Consolidated Omnibus Budget Reconciliation Act, which provides individuals the option to temporarily continue employer group health insurance coverage after termination of employment.

 

CSAPRCPCN-Cross-State Air Pollution Rule. -Certificate of Public Convenience and Necessity. Authority granted by the KPSC pursuant to Kentucky Revised Statute 278.020 to provide utility service to or for the public or the construction of certain plant, equipment, property or facility for furnishing of utility service to the public.

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.

 

DNO - Distribution Network Operator in the U.K.

 

ii
Table of Contents

DOJ - U.S. Department of Justice.

 

DPCR4 - Distribution Price Control Review 4, the U.K. five-year rate review period applicable to WPD that commenced April 1, 2005.

 

DPCR5 - Distribution Price Control Review 5, the U.K. five-year rate review period applicable to WPD that commenced April 1, 2010.

 

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

 

DSIC - the 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 plans proposed by any utility under its jurisdiction. Proposed DSM mechanisms may seek full recovery of costs and revenues lost by implementing DSM programs and/or incentives designed to provide financial rewards to the utility for implementing cost-effective DSM programs. The cost of such programs shall be assigned only to the class or classes of customers which benefit from the programs.

 

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 by-products from the production of energy from coal.

 

EEI -Edison Electric Institute,the association that represents U.S. investor-owned electric companies.

 

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

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

 

EPS - earnings per share.

 

Equity Unit(s) - a PPL equity unit, issued in April 2011, consisting of a Purchase Contract and, initially, a 5.0% undivided beneficial ownership interest in $1,000 principal amount of PPL Capital Funding 4.32% Junior Subordinated Notes due 2019.

 

ERCOT - the Electric Reliability Council of Texas, operator of the electricity transmission network and electricity energy market in most of Texas.

E.W. Brown- a generating station in Kentucky with capacity of 1,594 MW.

 

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.

 

FGD-flue-gas desulfurization, a pollution control process for the removal of sulfur dioxide from exhaust gas.

Fitch- Fitch, Inc., a credit rating agency.

FTRs -financial transmission rights, which are financial instruments established to manage price risk related to electricity transmission congestion that entitle the holder to receive compensation or require the holder to remit payment for certain congestion-related transmission charges based on the level of congestion between two pricing locations, known as source and sink.

iii

 

GAAP - Generally Accepted Accounting Principles in the U.S.

 

GBP - British pound sterling.

 

GHG - greenhouse gas(es).

 

GLT - Gas Line Tracker. The KPSC approved LG&E's recovery of costs associated with gas service lines, gas risers, leak mitigation, and gas main replacements. Rate recovery became effective on January 1, 2013.

 

Holdco- Talen Energy Holdings, Inc., a Delaware Corporation,corporation, which was formed for the purposes of the June 1, 2015 spinoff transaction.of PPL Energy Supply, LLC.

 

iii
Table of Contents

If-Converted Method- A method applied to calculate diluted EPS for a company with outstanding convertible debt. The method is applied as follows: Interest charges (after tax)(after-tax) applicable to the convertible debt are added back to net income and the convertible debt is assumed to have been converted to equity at the beginning of the period, and the resulting common shares are treated as outstanding shares. Both adjustments are made only for purposes of calculating diluted EPS. This method was applied to PPL's Equity Units prior to settlement.

 

Intermediate and peaking generation- includes the output provided by PPL's oil- and natural gas-fired units.

Ironwood Facility - a natural gas combined-cycle unit in Lebanon, Pennsylvania with a summer rating of 660 MW.

IRS- Internal Revenue Service, a U.S. government agency.

ISO- Independent System Operator.

 

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.

 

MATS- Mercury and Air Toxics Standards.

MDEQ- Montana Department of Environmental Quality.

MEIC- Montana Environmental Information Center.

MMBtu- One million British Thermal Units.

Montana Power - The Montana Power Company, a Montana-based company that sold its generating assets to PPL Montana in December 1999. Through a series of transactions consummated duringStandards, regulations promulgated by the first quarter of 2002, Montana Power sold its electricity delivery business to NorthWestern.EPA.

 

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

 

MW - megawatt, one thousand kilowatts.

 

MWhNAAQS - megawatt-hour, one thousand kilowatt-hours.

NDT - PPL Susquehanna's nuclear plant decommissioning trust.National Ambient Air Quality Standards periodically adopted pursuant to the Clean Air Act.

 

NERC - North American Electric Reliability Corporation.

 

NGCC - Natural gas-fired combined-cycle generating plant.

 

NorthWestern- NorthWestern Corporation, a Delaware corporation, and successor in interest to Montana Power's electricity delivery business, including Montana Power's rights and obligations under contracts with PPL Montana.

 

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.

iv

 

NRC - Nuclear Regulatory Commission, the U.S. federal agency that regulates nuclear power facilities.

 

OCI - other comprehensive income or loss.

 

Ofgem- Office of Gas and Electricity Markets, the British agency that regulates transmission, distribution and wholesale sales of electricity and related matters.

Opacity - the degree to which emissions reduce the transmission of light and obscure the view of an object in the background. There are emission regulations that limit the opacity of power plant stack gas emissions.

 

OVEC-Ohio Valley Electric Corporation, located in Piketon, Ohio, an entity in which LKE indirectly owns an 8.13% interest (consists of LG&E's 5.63% and KU's 2.50% interests), which is accounted for as a cost-method investment. OVEC owns and operates two coal-fired power plants, the Kyger Creek plant in Ohio and the Clifty Creek plant in Indiana, with combined summer rating capacities of 2,120 MW.

 

PADEP - the Pennsylvania Department of Environmental Protection, a state government agency.

PJM- PJM Interconnection, L.L.C., operator of the electricity transmission network and electricity energy market in all or parts of Delaware, Illinois, Indiana, Kentucky, Maryland, Michigan, New Jersey, North Carolina, Ohio, Pennsylvania, Tennessee, Virginia, West Virginia and the District of Columbia.

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 of PPL Energy Supply, 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 parent company of PPL EnergyPlus and other subsidiaries.

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

iv
Table of Contents

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

 

RAV - regulatory asset value. This term, used within the U.K. regulatory environment, is also commonly known as RAB or regulatory asset base. RAV is based on historical investment costs at time of privatization, plus subsequent allowed additions less annual regulatory depreciation, and represents the value on which DNOs earn a return in accordance with the regulatory cost of capital. RAV is indexed to Retail Price Index (RPI) in order to allow for the effects of inflation. Since the beginning of DPCR5 in April 2010, RAV additions have been based on a percentage of annual total expenditures, which will continue from April 2015 under RIIO-ED1. RAV is intended to represent expenditures that have a long-term benefit to WPD (similar to capital projects for the U.S. regulated businesses that are generally included in rate base).

 

RCRA - Resource Conservation and Recovery Act of 1976.

 

RECs - Renewable Energy Credits.

Regulation S-X - SEC regulation governing the form and content of and requirements for financial statements required to be filed pursuant to the federal securities laws.

 

RFC- ReliabilityFirst Corporation, one of eight regional entities with delegated authority from NERC that work to safeguard the reliability of the bulk power systems throughout North America.

 

RIIO-ED1 - RIIO represents "Revenues = Incentive + Innovation + Outputs." RIIO-ED1 refers to the initial eight-year rate review period applicable to WPD which commenced April 1, 2015.

 

Riverstone - Riverstone Holdings LLC, a Delaware limited liability company and ultimate parent company of the entities that own the competitive power generation business to be contributed to Talen Energy other than the competitive power generation business to be contributed by virtue of the spinoff of a newly formed parent of PPL Energy Supply.

 

RJS Power - RJS Generation Holdings LLC, a Delaware limited liability company controlled by Riverstone, that owns the competitive power generation business to be contributed by its owners to Talen Energy other than the competitive power generation business to be contributed by virtue of the spinoff of a newly formed parent of PPL Energy Supply.

 

RMC - Risk Management Committee.

 

v

S&P - Standard & Poor's Ratings Services, a credit rating agency.

 

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.

 

SCRs- selective catalytic reduction, a pollution control process for the removal of nitrogen oxide from exhaust gas.

Scrubber - an air pollution control device that can remove particulates and/or gases (primarily sulfur dioxide) from exhaust gases.

 

SEC - the U.S. Securities and Exchange Commission, a U.S. government agency primarily responsible to protect investors and maintain the integrity of the securities markets.

 

SERC - SERC Reliability Corporation, one of eight regional entities with delegated authority from NERC that work to safeguard the reliability of the bulk power systems throughout North America.

 

SIFMA Index - the Securities Industry and Financial Markets Association Municipal Swap Index.

Smart meter-an electric meter that utilizes smart metering technology.

 

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.

 

SNCR - selective non-catalytic reduction, a pollution control process for the removal of nitrogen oxide from exhaust gases using ammonia.

Spark Spread - a measure of gross margin representing the price of power on a per MWh basis less the equivalent measure of the natural gas cost to produce that power. This measure is used to describe the gross margin of PPL and its subsidiaries' competitive natural gas-fired generating fleet. This term is also used to describe a derivative contract in which PPL and its subsidiaries sell power and buy natural gas on a forward basis in the same contract.

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 future owner of the competitive generation assets of PPL Energy Supply and certain affiliates of Riverstone.

v
Table of Contents

Talen Energy Marketing- PPL EnergyPlus' new name subsequent to the spinoff of PPL Energy Supply.

 

Tolling agreement- agreement whereby the owner of an electricity generating facility agrees to use that facility to convert fuel provided by a third party into electricity for delivery back to the third party.

 

Total shareowner return- the change in market value of a share of the Company's common stock plus the value of all dividends paid on a share of the common stock during the applicable performance period, divided by the price of the common stock as of the beginning of the performance period. The price used for purposes of this calculation is the average share price for the 20 trading days at the beginning and end of the applicable period.

TRA - Tennessee Regulatory Authority, the state agency that has jurisdiction over the regulation of rates and service of utilities in Tennessee.

 

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.

 

VaR - value-at-risk, 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.

 

Volumetric risk - the risk that the actual load volumes provided under full-requirement sales contracts could vary significantly from forecasted volumes.

 

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

vi
Table of Contents

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 2014 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 from the forward-looking statements.

 

·fuel supply cost and availability;supply;
·continuing 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 conditions affecting generation, customer energy use and operating costs;use;
·operation, availability and operating costs of existing generation facilities;
·the duration of and cost including lost revenue, associated with scheduled and unscheduled outages at our generating facilities;
·transmission and distribution system conditions and operating costs;
·expansion of alternative sources of electricity generation;
·laws or regulations to reduce emissions of "greenhouse" gases or the physical effects of climate change;
·collective labor bargaining negotiations;
·the outcome of litigation against the Registrants and their subsidiaries;
·potential effects of threatened or actual terrorism, war or other hostilities, cyber-based intrusions or natural disasters;
·the commitments and liabilities of the Registrants and their subsidiaries;
·the effectiveness of our risk management techniques, including hedging;
·the effect on our operations and ability to comply with new statutory and regulatory requirements related to derivative financial instruments;
·our ability to attract and retain qualified employees;
·volatility in market demand and prices for energy capacity,and transmission services, emission allowances and RECs;services;
·competition in retail and wholesale power and natural gas markets;
·liquidity of wholesale power markets;
·defaults by counterparties under energy, fuel or other power product contracts;
·market prices of commodity inputs for ongoing capital expenditures;
·capital market conditions, including the availability of capital or credit, changes in interest rates and certain economic indices, and decisions regarding capital structure;
·stock price performance of PPL;
·volatility in the fair value of debt and equity securities and its impact on the value of assets in the NDT funds and in defined benefit plans, and the potential cash funding requirements if fair value declines;
·interest rates and their effect on pension and retiree medical nuclear decommissioning liabilities and interest payable on certain debt securities;
·volatility in or the impact of other changes in financial or commodity markets and economic conditions;
·new accounting requirements or new interpretations or applications of existing requirements;
·changes in securities and credit ratings;
·changes in foreign currency exchange rates for British pound sterling;
·current and future environmental conditions, regulations and other requirements and the related costs of compliance, including environmental capital expenditures, emission allowance costs and other expenses;
·legal, regulatory, political, market or other reactions to the 2011 incident at the nuclear generating facility at Fukushima, Japan, including additional NRC requirements;
·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, approvals and rate relief;
·new state, federal or foreign legislation or regulatory developments;
·the outcome of any rate cases or other cost recovery or revenue filings by PPL Electric, LG&E, KU or WPD;
·the impact of any state, federal or foreign investigations applicable to the Registrants and their subsidiaries and the energy industry;
·the effect of any business or industry restructuring;
1
·development of new projects, markets and technologies;
·performance of new ventures; and
·business dispositions or acquisitions including the anticipated formation of Talen Energy via the spinoff of PPL Energy Supply and subsequent combination with Riverstone's competitive generation business and our ability to realize expected benefits from such business transactions.

 

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

 

1
Table of Contents

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 such statement to reflect subsequent developments or information.

2
Table of Contents

PART I.  FINANCIAL INFORMATION
ITEM 1. Financial Statements
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
PPL Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars, except share data)
     Three Months Ended March 31,
     2015 2014
Operating Revenues        
 Utility $2,214 $2,162
 Unregulated wholesale energy  521  (1,457)
 Unregulated retail energy  310  348
 Energy-related businesses  120  141
 Total Operating Revenues  3,165  1,194
          
Operating Expenses      
 Operation      
  Fuel  604  758
  Energy purchases  321  (1,494)
  Other operation and maintenance  668  668
 Depreciation  293  300
 Taxes, other than income  101  101
 Energy-related businesses  111  138
 Total Operating Expenses  2,098  471
          
Operating Income  1,067  723
          
Other Income (Expense) - net  95  (23)
      
Interest Expense  247  262
          
Income from Continuing Operations Before Income Taxes  915  438
          
Income Taxes  268  114
          
Income from Continuing Operations After Income Taxes  647  324
          
Income (Loss) from Discontinued Operations (net of income taxes)     (8)
          
Net Income $647 $316
          
          
Earnings Per Share of Common Stock:      
 Income from Continuing Operations After Income Taxes Available to PPL  
  Common Shareowners:      
  Basic $0.97 $0.51
  Diluted $0.96 $0.50
 Net Income Available to PPL Common Shareowners:      
  Basic $0.97 $0.50
  Diluted $0.96 $0.49
          
Dividends Declared Per Share of Common Stock $0.3725 $0.3725
          
Weighted-Average Shares of Common Stock Outstanding(in thousands)      
  Basic  666,974  630,749
  Diluted  668,732  663,939

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 Six Months Ended
     June 30, June 30,
     2015 2014 2015 2014
Operating Revenues            
 Utility $1,765 $1,830 $3,979 $3,992
 Energy-related businesses  16  19  32  35
 Total Operating Revenues  1,781  1,849  4,011  4,027
                
Operating Expenses            
 Operation            
  Fuel  214  232  467  508
  Energy purchases  170  171  499  510
  Other operation and maintenance  454  447  897  887
 Depreciation  216  230  432  455
 Taxes, other than income  76  77  162  160
 Energy-related businesses  13  14  26  28
 Total Operating Expenses  1,143  1,171  2,483  2,548
                
Operating Income  638  678  1,528  1,479
                
Other Income (Expense) - net  (102)  (74)  (14)  (103)
            
Interest Expense  215  208  424  424
                
Income from Continuing Operations Before Income Taxes  321  396  1,090  952
                
Income Taxes  71  166  288  333
                
Income from Continuing Operations After Income Taxes  250  230  802  619
                
Income (Loss) from Discontinued Operations (net of income taxes) (Note 8)  (1,007)  (1)  (912)  (74)
                
Net Income (Loss) $(757) $229 $(110) $545
                
Earnings Per Share of Common Stock:            
 Income from Continuing Operations After Income Taxes Available to PPL  
  Common Shareowners:            
  Basic $0.37 $0.35 $1.20 $0.96
  Diluted $0.37 $0.34 $1.19 $0.94
 Net Income (Loss) Available to PPL Common Shareowners:            
  Basic $(1.13) $0.35 $(0.17) $0.84
  Diluted $(1.13) $0.34 $(0.17) $0.83
                
Dividends Declared Per Share of Common Stock $0.3725 $0.3725 $0.7450 $0.7450
                
Weighted-Average Shares of Common Stock Outstanding(in thousands)            
  Basic  668,415  653,132  667,698  642,002
  Diluted  671,286  665,792  670,013  664,927

 

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

3
Table of Contents

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
PPL Corporation and SubsidiariesPPL Corporation and SubsidiariesPPL Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars)(Millions of Dollars)(Millions of Dollars)
                
  Three Months Ended March 31,   Three Months Ended Six Months Ended
   2015 2014  June 30, June 30,
          2015 2014 2015 2014
Net income $ 647 $ 316
       
Net income (loss)Net income (loss) $ (757) $ 229 $ (110) $ 545
             
Other comprehensive income (loss):Other comprehensive income (loss):     Other comprehensive income (loss):      
Amounts arising during the period - gains (losses), net of tax (expense) benefit:     
Amounts arising during the period - gains (losses), net of tax (expense)Amounts arising during the period - gains (losses), net of tax (expense)      
benefit:      
 Foreign currency translation adjustments, net of tax of $6, $5, $1, $6  (83)  (3)   (149)   128
 Foreign currency translation adjustments, net of tax of ($5), $1   (66)   131 Available-for-sale securities, net of tax of ($3), ($15), ($9), ($21)  2  14   7   19
 Available-for-sale securities, net of tax of ($6), ($6)   5   5 Qualifying derivatives, net of tax of ($11), $4, ($7), $29  21  (1)   27   (47)
 Qualifying derivatives, net of tax of $4, $25   6   (46) Defined benefit plans:      
 Defined benefit plans:       Prior service costs, net of tax of $4, $0, $4, $0  (6)     (6)   
 Net actuarial gain (loss), net of tax of $0, $0   (1)    Net actuarial gain (loss), net of tax of ($36), $2, ($36), $2  53  (2)   52   (2)
Reclassifications from AOCI - (gains) losses, net of tax expense (benefit):Reclassifications from AOCI - (gains) losses, net of tax expense (benefit):     Reclassifications from AOCI - (gains) losses, net of tax expense (benefit):      
 Available-for-sale securities, net of tax of $1, $1   (1)   (1) Available-for-sale securities, net of tax of $1, $1, $2, $2  (1)  (1)   (2)   (2)
 Qualifying derivatives, net of tax of $4, ($4)   (17)   19 Qualifying derivatives, net of tax of ($24), $5, ($20), $1  27  (5)   10   14
 Equity investees' other comprehensive (income) loss, net of  Equity investees' other comprehensive (income) loss, net of 
 tax of $1, $0   (1)    tax of $0, $0, $1, $0       (1)   
 Defined benefit plans:      Defined benefit plans:      
  Prior service costs, net of tax of $0, ($1)      1  Prior service costs, net of tax of $0, ($1), $0, ($2)    1      2
  Net actuarial loss, net of tax of ($13), ($9)   38   27  Net actuarial loss, net of tax of ($12), ($8), ($25), ($17)   38   28   76   55
Total other comprehensive income (loss)   (37)   136
Total other comprehensive income (loss)   51   31   14   167
             
Comprehensive income (loss)Comprehensive income (loss) $ 610 $ 452Comprehensive income (loss) $ (706) $ 260 $ (96) $ 712

 

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

4
Table of Contents

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
PPL Corporation and SubsidiariesPPL Corporation and SubsidiariesPPL Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars)(Millions of Dollars)(Millions of Dollars)
            
 Three Months Ended March 31, Six Months Ended June 30,
 2015 2014 2015 2014
Cash Flows from Operating ActivitiesCash Flows from Operating Activities     Cash Flows from Operating Activities    
Net income (loss) $ (110) $ 545
Loss from discontinued operations (net of income taxes)   912   74
Income from continuing operations (net of income taxes)  802  619
Adjustments to reconcile Income from continuing operations (net of taxes) to net cash provided by operating activities - continuing operations    
Net income $ 647 $ 316 Depreciation  432  455
Adjustments to reconcile net income to net cash provided by operating activities     Amortization  27  35
 Depreciation  293  305 Defined benefit plans - expense  32  27
 Amortization  57  60 Deferred income taxes and investment tax credits  256  253
 Defined benefit plans - expense  28  21 Unrealized (gains) losses on derivatives, and other hedging activities  62  69
 Deferred income taxes and investment tax credits  124  (26) Adjustment to WPD line loss accrual    65
 Unrealized (gains) losses on derivatives, and other hedging activities  (90)  241 Stock-based compensation expense  38  20
 Adjustment to WPD line loss accrual    65 Other  11  1
 Stock compensation expense  28  28Change in current assets and current liabilities    
 Other  4  5 Accounts receivable  (74)  (95)
Change in current assets and current liabilities     Accounts payable  (83)  (46)
 Accounts receivable  (143)  (185) Unbilled revenues  79  94
 Accounts payable  (139)  93 Prepayments  (61)  (19)
 Unbilled revenues  111  (33) Taxes payable  (129)  52
 Fuel, materials and supplies  149  96 Accrued interest  (87)  (107)
 Prepayments  (81)  (70) Other current liabilities  (91)  (38)
 Taxes payable  44  126 Other  13  40
 Other current liabilities  (172)  (59)Other operating activities    
 Other  38  10 Defined benefit plans - funding  (289)  (186)
Other operating activities     Other assets  (29)  2
 Defined benefit plans - funding  (271)  (135) Other liabilities   61   52
 Other assets  (1)  (3) Net cash provided by operating activities - continuing operations  970  1,293
 Other liabilities   47   76Net cash provided by operating activities - discontinued operations   343   290
 Net cash provided by operating activities   673   931 Net cash provided by operating activities   1,313   1,583
Cash Flows from Investing ActivitiesCash Flows from Investing Activities     Cash Flows from Investing Activities     
Expenditures for property, plant and equipment  (942)  (892)Investing activities from continuing operations:     
Expenditures for intangible assets  (20)  (16)Expenditures for property, plant and equipment  (1,679)  (1,678)
Purchases of nuclear plant decommissioning trust investments  (43)  (32)Expenditures for intangible assets  (24)  (24)
Proceeds from the sale of nuclear plant decommissioning trust investments  38  27Purchase of other investments  (15)  
Proceeds from the receipt of grants    56Proceeds from the sale of other investments  135  
Net (increase) decrease in restricted cash and cash equivalents  (10)  (334)Net (increase) decrease in restricted cash and cash equivalents  8  7
Other investing activities   (13)   8Other investing activities      (5)
 Net cash provided by (used in) investing activities   (990)   (1,183) Net cash provided by (used in) investing activities - continuing operations  (1,575)  (1,700)
Net cash provided by (used in) investing activities - discontinued operations   (149)   (403)
 Net cash provided by (used in) investing activities   (1,724)   (2,103)
Cash Flows from Financing ActivitiesCash Flows from Financing Activities     Cash Flows from Financing Activities     
Retirement of long-term debt  (1)  (239)Financing activities from continuing operations:     
Issuance of common stock  35  15Issuance of long-term debt  88  296
Payment of common stock dividends  (250)  (234)Retirement of long-term debt    (239)
Net increase (decrease) in short-term debt  133  878Issuance of common stock  83  1,017
Other financing activities   (14)   (28)Payment of common stock dividends  (500)  (470)
  Net cash provided by (used in) financing activities   (97)   392Net increase (decrease) in short-term debt  276  (217)
Other financing activities   (18)   (38)
  Net cash provided by (used in) financing activities - continuing operations  (71)  349
Net cash provided by (used in) financing activities - discontinued operations  (546)  138
Net cash distributions to parent from discontinued operations   132   184
  Net cash provided by (used in) financing activities   (485)   671
Effect of Exchange Rates on Cash and Cash EquivalentsEffect of Exchange Rates on Cash and Cash Equivalents   (2)   14Effect of Exchange Rates on Cash and Cash Equivalents   (9)   16
Net (Increase) Decrease in Cash and Cash Equivalents included in Discontinued OperationsNet (Increase) Decrease in Cash and Cash Equivalents included in Discontinued Operations   352   (25)
Net Increase (Decrease) in Cash and Cash EquivalentsNet Increase (Decrease) in Cash and Cash Equivalents   (416)  154Net Increase (Decrease) in Cash and Cash Equivalents   (553)  142
Cash and Cash Equivalents at Beginning of PeriodCash and Cash Equivalents at Beginning of Period   1,751   1,102Cash and Cash Equivalents at Beginning of Period   1,399   863
Cash and Cash Equivalents at End of PeriodCash and Cash Equivalents at End of Period $ 1,335 $ 1,256Cash and Cash Equivalents at End of Period $ 846 $ 1,005

 

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

5
Table of Contents

 

CONDENSED CONSOLIDATED BALANCE SHEETSCONDENSED CONSOLIDATED BALANCE SHEETSCONDENSED CONSOLIDATED BALANCE SHEETS
PPL Corporation and SubsidiariesPPL Corporation and SubsidiariesPPL Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars, shares in thousands)(Millions of Dollars, shares in thousands)(Millions of Dollars, shares in thousands)
 March 31, December 31, June 30, December 31,
 2015 2014 2015 2014
AssetsAssets      Assets      
              
Current AssetsCurrent Assets      Current Assets      
Cash and cash equivalents $ 1,335 $ 1,751Cash and cash equivalents $ 846 $ 1,399
Short-term investments   135   120Short-term investments      120
Restricted cash and cash equivalents   190   180Accounts receivable (less reserve:  2015, $41; 2014, $44)      
Accounts receivable (less reserve:  2015, $47; 2014, $46)       Customer   737   737
 Customer   1,104   923 Other   106   71
 Other   127   171Unbilled revenues   431   517
Unbilled revenues   621   735Fuel, materials and supplies   315   381
Fuel, materials and supplies   687   836Prepayments   136   75
Prepayments   168   87Deferred income taxes   159   125
Deferred income taxes   155   129Other current assets   140   134
Price risk management assets   1,119   1,158Current assets of discontinued operations      2,600
Regulatory assets   23   37Total Current Assets   2,870   6,159
Other current assets   35   32    
Total Current Assets   5,699   6,159
    
Investments      
Nuclear plant decommissioning trust funds   965   950
Other investments   34   35
Total Investments   999   985
    
Property, Plant and EquipmentProperty, Plant and Equipment      Property, Plant and Equipment      
Regulated utility plant   30,852   30,568
Less:  accumulated depreciation - regulated utility plant   5,413   5,361
 Regulated utility plant, net   25,439   25,207
Non-regulated property, plant and equipment Regulated utility plant   32,990   30,568
 Generation   11,309   11,310Less:  accumulated depreciation - regulated utility plant   5,480   5,361
 Nuclear fuel   749   624 Regulated utility plant, net   27,510   25,207
 Other   893   885 Non-regulated property, plant and equipment   537  592
Less:  accumulated depreciation - non-regulated property, plant and equipment   6,516   6,404Less:  accumulated depreciation - non-regulated property, plant and equipment   168   162
 Non-regulated property, plant and equipment, net   6,435   6,415 Non-regulated property, plant and equipment, net   369   430
Construction work in progress   3,085   2,975Construction work in progress   1,339   2,532
Property, Plant and Equipment, net   34,959   34,597Property, Plant and Equipment, net   29,218   28,169
        
Other Noncurrent AssetsOther Noncurrent Assets      Other Noncurrent Assets      
Regulatory assets   1,610   1,562Regulatory assets   1,569   1,562
Goodwill   3,964   4,005Goodwill   3,590   3,667
Other intangibles   920   925Other intangibles   658   668
Price risk management assets   437   319Other noncurrent assets   339   322
Other noncurrent assets   333   312Noncurrent assets of discontinued operations      8,317
Total Other Noncurrent Assets   7,264   7,123Total Other Noncurrent Assets   6,156   14,536
        
Total AssetsTotal Assets $ 48,921 $ 48,864Total Assets $ 38,244 $ 48,864

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

6
Table of Contents

 

CONDENSED CONSOLIDATED BALANCE SHEETSCONDENSED CONSOLIDATED BALANCE SHEETSCONDENSED CONSOLIDATED BALANCE SHEETS
PPL Corporation and SubsidiariesPPL Corporation and SubsidiariesPPL Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars, shares in thousands)(Millions of Dollars, shares in thousands)(Millions of Dollars, shares in thousands)
 March 31, December 31, June 30, December 31,
 2015 2014 2015 2014
Liabilities and EquityLiabilities and Equity    Liabilities and Equity    
              
Current LiabilitiesCurrent Liabilities    Current Liabilities    
Short-term debt $ 1,100 $ 836
Short-term debt $ 1,595 $ 1,466Long-term debt due within one year  1,000  1,000
Long-term debt due within one year  1,535  1,535Accounts payable  902  995
Accounts payable  1,128  1,356Taxes  130  263
Taxes  274  230Interest  191  298
Interest  345  314Dividends  250  249
Dividends  249  249Customer deposits  309  304
Price risk management liabilities  1,073  1,126Regulatory liabilities  137  91
Regulatory liabilities  109  91Other current liabilities  490  632
Other current liabilities   909   1,076Current liabilities of discontinued operations      2,775
Total Current Liabilities   7,217   7,443Total Current Liabilities   4,509   7,443
        
Long-term DebtLong-term Debt   18,772   18,856Long-term Debt   17,103   17,173
        
Deferred Credits and Other Noncurrent LiabilitiesDeferred Credits and Other Noncurrent Liabilities    Deferred Credits and Other Noncurrent Liabilities    
Deferred income taxes  4,627  4,450Deferred income taxes  3,538  3,227
Investment tax credits  157  159Investment tax credits  130  132
Price risk management liabilities  333  252Accrued pension obligations  1,078  1,457
Accrued pension obligations  1,457  1,756Asset retirement obligations  487  324
Asset retirement obligations  739  739Regulatory liabilities  977  992
Regulatory liabilities  987  992Other deferred credits and noncurrent liabilities  481  525
Other deferred credits and noncurrent liabilities   596   589Noncurrent liabilities of discontinued operations      3,963
Total Deferred Credits and Other Noncurrent Liabilities   8,896   8,937Total Deferred Credits and Other Noncurrent Liabilities   6,691   10,620
        
Commitments and Contingent Liabilities (Notes 6 and 10)Commitments and Contingent Liabilities (Notes 6 and 10)    Commitments and Contingent Liabilities (Notes 6 and 10)    
        
EquityEquity    Equity    
 Common stock - $0.01 par value (a)  7  7Common stock - $0.01 par value (a)  7  7
 Additional paid-in capital  9,480  9,433Additional paid-in capital  9,564  9,433
 Earnings reinvested  6,860  6,462Earnings reinvested  2,654  6,462
 Accumulated other comprehensive loss   (2,311)   (2,274)Accumulated other comprehensive loss   (2,284)   (2,274)
Total Equity   14,036   13,628Total Equity   9,941   13,628
        
Total Liabilities and EquityTotal Liabilities and Equity $ 48,921 $ 48,864Total Liabilities and Equity $ 38,244 $ 48,864

 

(a)780,000 shares authorized; 667,713669,514 and 665,849 shares issued and outstanding at March 31,June 30, 2015 and December 31, 2014.

 

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

7
Table of Contents

 

 

CONDENSED CONSOLIDATED STATEMENTS OF EQUITYCONDENSED CONSOLIDATED STATEMENTS OF EQUITYCONDENSED CONSOLIDATED STATEMENTS OF EQUITY
PPL Corporation and SubsidiariesPPL Corporation and SubsidiariesPPL Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars) (Millions of Dollars) (Millions of Dollars)
      
   Common             Common          
  stock       Accumulated    stock       Accumulated  
 shares   Additional   other   shares   Additional   other  
 outstanding Common paid-in Earnings comprehensive   outstanding Common paid-in Earnings comprehensive  
 (a)  stock  capital  reinvested  loss  Total (a)  stock  capital  reinvested  loss  Total
  
March 31, 2015March 31, 2015  667,713 $ 7 $ 9,480 $ 6,860 $ (2,311) $ 14,036
Common stock issuedCommon stock issued  1,801     57      57
Stock-based compensationStock-based compensation       27      27
Net lossNet loss         (757)    (757)
Dividends and dividend equivalentsDividends and dividend equivalents         (249)    (249)
Distribution of PPL Energy Supply (Note 8)Distribution of PPL Energy Supply (Note 8)         (3,200)  (24)  (3,224)
Other comprehensive income (loss)Other comprehensive income (loss)              51   51
June 30, 2015June 30, 2015  669,514 $ 7 $ 9,564 $ 2,654 $ (2,284) $ 9,941
            
December 31, 2014December 31, 2014  665,849 $ 7 $ 9,433 $ 6,462 $ (2,274) $ 13,628December 31, 2014  665,849 $ 7 $ 9,433 $ 6,462 $ (2,274) $ 13,628
Common stock issuedCommon stock issued  1,864     54      54Common stock issued  3,665     111      111
Stock-based compensationStock-based compensation      (7)      (7)Stock-based compensation      20      20
Net lossNet loss        (110)    (110)
Dividends and dividend equivalentsDividends and dividend equivalents        (498)    (498)
Distribution of PPL Energy Supply (Note 8)Distribution of PPL Energy Supply (Note 8)        (3,200)  (24)  (3,224)
Other comprehensive income (loss)Other comprehensive income (loss)          14  14
June 30, 2015June 30, 2015  669,514 $ 7 $ 9,564 $ 2,654 $ (2,284) $ 9,941
  
March 31, 2014March 31, 2014  631,417 $ 6 $ 8,352 $ 5,788 $ (1,429) $ 12,717
Common stock issuedCommon stock issued  32,601   1  997    998
Stock-based compensationStock-based compensation     9  9
Net incomeNet income        647    647Net income     229  229
Dividends and dividend            
 equivalents        (249)    (249)
Other comprehensive          
income (loss)          (37)  (37)
March 31, 2015  667,713 $ 7 $ 9,480 $ 6,860 $ (2,311) $ 14,036
Dividends and dividend equivalentsDividends and dividend equivalents       (249)  (249)
Other comprehensive income (loss)Other comprehensive income (loss)     31  31
June 30, 2014June 30, 2014  664,018 $ 7 $ 9,358 $ 5,768 $ (1,398) $ 13,735
                        
December 31, 2013December 31, 2013  630,321 $ 6 $ 8,316 $ 5,709 $ (1,565) $ 12,466December 31, 2013  630,321 $ 6 $ 8,316 $ 5,709 $ (1,565) $ 12,466
Common stock issuedCommon stock issued  1,096    30  30Common stock issued  33,697  1  1,027  1,028
Stock-based compensationStock-based compensation   6  6Stock-based compensation   15  15
Net incomeNet income   316  316Net income   545  545
Dividends and dividend  
 equivalents     (237)  (237)
Other comprehensive  
income (loss)   136  136
March 31, 2014  631,417 $ 6 $ 8,352 $ 5,788 $ (1,429) $ 12,717
Dividends and dividend equivalentsDividends and dividend equivalents     (486)  (486)
Other comprehensive income (loss)Other comprehensive income (loss)   167  167
June 30, 2014June 30, 2014  664,018 $ 7 $ 9,358 $ 5,768 $ (1,398) $ 13,735

 

(a)Shares in thousands. Each share entitles the holder to one vote on any question presented at any shareowners' meeting.

 

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

8
Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(THIS PAGE LEFT BLANK INTENTIONALLY.)

9
Table of Contents

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOMECONDENSED CONSOLIDATED STATEMENTS OF INCOMECONDENSED CONSOLIDATED STATEMENTS OF INCOME
PPL Electric Utilities Corporation and SubsidiariesPPL Electric Utilities Corporation and SubsidiariesPPL Electric Utilities Corporation and Subsidiaries
(Unaudited)(Unaudited)  (Unaudited)  
(Millions of Dollars)(Millions of Dollars) (Millions of Dollars) 
                 
   Three Months Ended Six Months Ended
 Three Months Ended March 31, June 30, June 30,
 2015 2014 2015 2014 2015 2014
           
Operating RevenuesOperating Revenues $ 630 $ 592Operating Revenues $ 476 $ 449 $ 1,106 $ 1,041
  
Operating ExpensesOperating Expenses    Operating Expenses         
Operation    Operation         
 Energy purchases  227   189 Energy purchases  138   114   365   303
 Energy purchases from affiliate  9   27 Energy purchases from affiliate  5   21   14   48
 Other operation and maintenance  133   134 Other operation and maintenance  140   135   273   269
Depreciation  51   45Depreciation  52   45   103   90
Taxes, other than income   35   32Taxes, other than income   25   23   60   55
Total Operating Expenses   455   427Total Operating Expenses   360   338   815   765
  
Operating IncomeOperating Income  175   165Operating Income  116   111   291   276
  
Other Income (Expense) - netOther Income (Expense) - net  2   2Other Income (Expense) - net  2   1   4   3
  
Interest ExpenseInterest Expense   31   29Interest Expense   33   29   64   58
  
Income Before Income TaxesIncome Before Income Taxes  146   138Income Before Income Taxes  85   83   231   221
  
Income TaxesIncome Taxes   59   53Income Taxes   36   31   95   84
  
Net Income (a)Net Income (a) $ 87 $ 85Net Income (a) $ 49 $ 52 $ 136 $ 137

 

(a)Net income approximates comprehensive income.

 

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

10
Table of Contents

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
PPL Electric Utilities Corporation and SubsidiariesPPL Electric Utilities Corporation and SubsidiariesPPL Electric Utilities Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars)(Millions of Dollars)(Millions of Dollars)
              
 Three Months Ended Six Months Ended
 March 31, June 30,
 2015 2014 2015 2014
Cash Flows from Operating ActivitiesCash Flows from Operating Activities    Cash Flows from Operating Activities    
Net income $ 87 $ 85Net income $ 136 $ 137
Adjustments to reconcile net income to net cash provided by operating activities    Adjustments to reconcile net income to net cash provided by operating activities    
 Depreciation  51  45 Depreciation  103  90
 Amortization  6  4 Amortization  14  9
 Defined benefit plans - expense  4  3 Defined benefit plans - expense  8  11
 Deferred income taxes and investment tax credits  5  25 Deferred income taxes and investment tax credits  39  44
 Other  (3)  (14) Other  (6)  (17)
Change in current assets and current liabilities    Change in current assets and current liabilities    
 Accounts receivable  (73)  (107) Accounts receivable  (24)  (80)
 Accounts payable  (39)  22 Accounts payable  (93)  (33)
 Prepayments  (60)  (61) Unbilled revenues  25  34
 Other  (6)  (1) Prepayments  (80)  (40)
Other operating activities     Taxes payable  (55)  8
 Defined benefit plans - funding  (33)  (19) Other  22  2
 Other assets  (1)  4Other operating activities    
 Other liabilities   17   10 Defined benefit plans - funding  (33)  (19)
 Net cash provided by (used in) operating activities   (45)   (4) Other assets  (2)  5
   Other liabilities   22   (3)
 Net cash provided by operating activities   76   148
  
Cash Flows from Investing ActivitiesCash Flows from Investing Activities    Cash Flows from Investing Activities    
Expenditures for property, plant and equipment  (480)  (436)
Expenditures for property, plant and equipment  (224)  (201)Expenditures for intangible assets  (5)  (22)
Net (increase) decrease in notes receivable from affiliates    150Net (increase) decrease in notes receivable from affiliates    150
Other investing activities   (1)   9Other investing activities   2   13
 Net cash provided by (used in) investing activities   (225)   (42) Net cash provided by (used in) investing activities   (483)   (295)
    
Cash Flows from Financing ActivitiesCash Flows from Financing Activities    Cash Flows from Financing Activities    
Retirement of long-term debt    (10)Issuance of long-term debt    296
Contributions from parent  50  65Retirement of long-term debt    (10)
Payment of common stock dividends to parent  (44)  (32)Contributions from parent  160  95
Net increase (decrease) in short-term debt   85   40Payment of common stock dividends to parent  (107)  (87)
 Net cash provided by (used in) financing activities   91   63Net increase (decrease) in short-term debt  168  (20)
  Other financing activities      (3)
 Net cash provided by (used in) financing activities   221   271
  
Net Increase (Decrease) in Cash and Cash EquivalentsNet Increase (Decrease) in Cash and Cash Equivalents  (179)  17Net Increase (Decrease) in Cash and Cash Equivalents  (186)  124
Cash and Cash Equivalents at Beginning of PeriodCash and Cash Equivalents at Beginning of Period   214   25Cash and Cash Equivalents at Beginning of Period   214   25
Cash and Cash Equivalents at End of PeriodCash and Cash Equivalents at End of Period $ 35 $ 42Cash and Cash Equivalents at End of Period $ 28 $ 149

 

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

11
Table of Contents

 

CONDENSED CONSOLIDATED BALANCE SHEETSCONDENSED CONSOLIDATED BALANCE SHEETSCONDENSED CONSOLIDATED BALANCE SHEETS
PPL Electric Utilities Corporation and SubsidiariesPPL Electric Utilities Corporation and SubsidiariesPPL Electric Utilities Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars, shares in thousands)(Millions of Dollars, shares in thousands)(Millions of Dollars, shares in thousands)
            
 March 31, December 31, June 30, December 31,
 2015 2014 2015 2014
AssetsAssets      Assets     
    
Current AssetsCurrent Assets    Current Assets    
Cash and cash equivalents $ 35 $ 214Cash and cash equivalents $ 28 $ 214
Accounts receivable (less reserve: 2015, $17; 2014, $17)    Accounts receivable (less reserve: 2015, $16; 2014, $17)    
 Customer  403   312 Customer  343   312
 Other  27   44 Other  21   44
Unbilled revenues  115   113Unbilled revenues  88   113
Materials and supplies  38   43Materials and supplies  37   43
Prepayments  70   10Prepayments  90   10
Deferred income taxes  66   58Deferred income taxes  93   58
Regulatory assets  3   12Regulatory assets  10   12
Other current assets   12   13Other current assets   10   13
Total Current Assets   769   819Total Current Assets   720   819
    
Property, Plant and EquipmentProperty, Plant and Equipment    Property, Plant and Equipment    
Regulated utility plant  7,717   7,589Regulated utility plant  8,331   7,589
Less: accumulated depreciation - regulated utility plant   2,555   2,517Less: accumulated depreciation - regulated utility plant   2,582   2,517
 Regulated utility plant, net  5,162   5,072 Regulated utility plant, net  5,749   5,072
Construction work in progress   837   738Construction work in progress   475   738
Property, Plant and Equipment, net   5,999   5,810Property, Plant and Equipment, net   6,224   5,810
        
Other Noncurrent AssetsOther Noncurrent Assets    Other Noncurrent Assets    
Regulatory assets  891   897Regulatory assets  946   897
Intangibles  237   235Intangibles  239   235
Other noncurrent assets   25   24Other noncurrent assets   42   24
Total Other Noncurrent Assets   1,153   1,156Total Other Noncurrent Assets   1,227   1,156
    
Total AssetsTotal Assets $ 7,921 $ 7,785Total Assets $ 8,171 $ 7,785

 

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

12
Table of Contents

 

CONDENSED CONSOLIDATED BALANCE SHEETSCONDENSED CONSOLIDATED BALANCE SHEETSCONDENSED CONSOLIDATED BALANCE SHEETS
PPL Electric Utilities Corporation and SubsidiariesPPL Electric Utilities Corporation and SubsidiariesPPL Electric Utilities Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars, shares in thousands)(Millions of Dollars, shares in thousands)(Millions of Dollars, shares in thousands)
            
 March 31, December 31, June 30, December 31,
 2015 2014 2015 2014
Liabilities and EquityLiabilities and Equity     Liabilities and Equity     
  
Current LiabilitiesCurrent Liabilities    Current Liabilities    
Short-term debt $ 85   Short-term debt $ 168   
Long term debt due within one year   100 $ 100Long term debt due within one year   100 $ 100
Accounts payable   301  325Accounts payable   308  325
Accounts payable to affiliates  70  70Accounts payable to affiliates  81  70
Taxes  90  85Taxes  30  85
Interest  26  34Interest  34  34
Regulatory liabilities  85  76Regulatory liabilities  110  76
Other current liabilities   80   103Other current liabilities   82   103
Total Current Liabilities   837   793Total Current Liabilities   913   793
  
Long-term DebtLong-term Debt   2,503   2,502Long-term Debt   2,503   2,502
  
Deferred Credits and Other Noncurrent LiabilitiesDeferred Credits and Other Noncurrent Liabilities    Deferred Credits and Other Noncurrent Liabilities    
Deferred income taxes  1,497  1,483Deferred income taxes  1,553  1,483
Accrued pension obligations  182  212Accrued pension obligations  147  212
Regulatory liabilities  26  18Regulatory liabilities  26  18
Other deferred credits and noncurrent liabilities   66   60Other deferred credits and noncurrent liabilities   76   60
Total Deferred Credits and Other Noncurrent Liabilities   1,771   1,773Total Deferred Credits and Other Noncurrent Liabilities   1,802   1,773
  
Commitments and Contingent Liabilities (Notes 6 and 10)Commitments and Contingent Liabilities (Notes 6 and 10)    Commitments and Contingent Liabilities (Notes 6 and 10)    
  
EquityEquity    Equity    
Common stock - no par value (a)  364  364Common stock - no par value (a)  364  364
Additional paid-in capital  1,653  1,603Additional paid-in capital  1,810  1,603
Earnings reinvested   793   750Earnings reinvested   779   750
Total Equity   2,810   2,717Total Equity   2,953   2,717
  
Total Liabilities and EquityTotal Liabilities and Equity $ 7,921 $ 7,785Total Liabilities and Equity $ 8,171 $ 7,785

 

(a)170,000 shares authorized; 66,368 shares issued and outstanding at March 31,June 30, 2015 and December 31, 2014.

 

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

13
Table of Contents

 

CONDENSED CONSOLIDATED STATEMENTS OF EQUITYCONDENSED CONSOLIDATED STATEMENTS OF EQUITYCONDENSED CONSOLIDATED STATEMENTS OF EQUITY
PPL Electric Utilities Corporation and SubsidiariesPPL Electric Utilities Corporation and SubsidiariesPPL Electric Utilities Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars)(Millions of Dollars)(Millions of Dollars)
                    
 Common         Common        
 stock         stock        
 shares   Additional     shares   Additional    
 outstanding Common  paid-in Earnings   outstanding Common  paid-in Earnings  
  (a)  stock  capital  reinvested Total  (a)  stock  capital  reinvested Total
                        
March 31, 2015March 31, 2015  66,368 $ 364 $ 1,653 $ 793 $ 2,810
Net incomeNet income        49  49
Capital contributions from PPL (b)Capital contributions from PPL (b)      157    157
Dividends declared on common stockDividends declared on common stock           (63)   (63)
June 30, 2015June 30, 2015  66,368 $ 364 $ 1,810 $ 779 $ 2,953
   
December 31, 2014December 31, 2014  66,368 $ 364 $ 1,603 $ 750 $ 2,717December 31, 2014  66,368 $ 364 $ 1,603 $ 750 $ 2,717
Net incomeNet income        87  87Net income        136  136
Capital contributions from PPL (b)Capital contributions from PPL (b)      207    207
Dividends declared on common stockDividends declared on common stock           (107)   (107)
June 30, 2015June 30, 2015  66,368 $ 364 $ 1,810 $ 779 $ 2,953
  
March 31, 2014March 31, 2014  66,368 $ 364 $ 1,405 $ 698 $ 2,467
Net incomeNet income        52  52
Capital contributions from PPLCapital contributions from PPL      50    50Capital contributions from PPL      30    30
Cash dividends declared on common stock           (44)   (44)
March 31, 2015  66,368 $ 364 $ 1,653 $ 793 $ 2,810
Dividends declared on common stockDividends declared on common stock           (55)   (55)
June 30, 2014June 30, 2014  66,368 $ 364 $ 1,435 $ 695 $ 2,494
    
December 31, 2013December 31, 2013  66,368 $ 364 $ 1,340 $ 645 $ 2,349December 31, 2013  66,368 $ 364 $ 1,340 $ 645 $ 2,349
Net incomeNet income        85  85Net income        137  137
Capital contributions from PPLCapital contributions from PPL      65    65Capital contributions from PPL      95    95
Cash dividends declared on common stock           (32)   (32)
March 31, 2014  66,368 $ 364 $ 1,405 $ 698 $ 2,467
Dividends declared on common stockDividends declared on common stock           (87)   (87)
June 30, 2014June 30, 2014  66,368 $ 364 $ 1,435 $ 695 $ 2,494

 

(a)Shares in thousands. All common shares of PPL Electric stock are owned by PPL.
(b)Includes non-cash contributions of $47 million.

 

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

14
Table of Contents

 

(THIS PAGE LEFT BLANK INTENTIONALLY.)

15

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
LG&E and KU Energy LLC and Subsidiaries
(Unaudited)      
(Millions of Dollars)     
          
     Three Months Ended March 31,
      2015  2014
       
Operating Revenues $ 899 $ 934
       
Operating Expenses      
 Operation      
  Fuel   253   277
  Energy purchases   92   124
  Other operation and maintenance   209   206
 Depreciation   95   86
 Taxes, other than income   14   13
 Total Operating Expenses   663   706
          
Operating Income   236   228
          
Other Income (Expense) - net   (1)   (2)
      
Interest Expense   42   42
          
Income Before Income Taxes   193   184
          
Income Taxes   76   69
          
Net Income (a) $ 117 $ 115

(a)Net income approximates comprehensive income.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
LG&E and KU Energy LLC and Subsidiaries
(Unaudited)            
(Millions of Dollars)      
                
     Three Months Ended Six Months Ended
     June 30, June 30,
     2015 2014  2015  2014
             
Operating Revenues $ 714 $ 722 $ 1,613 $ 1,656
             
Operating Expenses            
 Operation            
  Fuel   214   231   467   508
  Energy purchases   28   36   120   160
  Other operation and maintenance   214   206   423   412
 Depreciation   94   87   189   173
 Taxes, other than income   15   13   29   26
 Total Operating Expenses   565   573   1,228   1,279
                
Operating Income   149   149   385   377
                
Other Income (Expense) - net   (1)   (2)   (2)   (4)
            
Interest Expense   42   41   84   83
            
Interest Expense with Affiliate   1      1   
                
Income Before Income Taxes   105   106   298   290
                
Income Taxes   45   41   121   110
                
Net Income $ 60 $ 65 $ 177 $ 180

 

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

15
Table of Contents

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
LG&E and KU Energy LLC and Subsidiaries
(Unaudited)
(Millions of Dollars)
                
     Three Months Ended Six Months Ended
     June 30, June 30,
     2015 2014 2015 2014
                
Net income $ 60 $ 65 $ 177 $ 180
                
Other comprehensive income (loss):            
Amounts arising during the period - gains (losses), net of tax (expense)            
 benefit:            
  Defined benefit plans:            
   Net actuarial loss, net of tax of $5, $1, $5, $1   (8)   (2)   (8)   (2)
Reclassification to net income - (gains) losses, net of tax expense            
 (benefit):            
  Equity investees' other comprehensive (income) loss, net of            
   tax of $0, $0, $1, $0         (1)   (1)
  Defined benefit plans:            
   Prior service costs, net of tax of $0, $0, $0, $0   1      1   
   Net actuarial loss, net of tax of ($1), $0, ($1), $0         1   
Total other comprehensive income (loss)   (7)   (2)   (7)   (3)
                
Comprehensive income $ 53 $ 63 $ 170 $ 177

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

16
Table of Contents

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
LG&E and KU Energy LLC and SubsidiariesLG&E and KU Energy LLC and SubsidiariesLG&E and KU Energy LLC and Subsidiaries
(Unaudited)
(Millions of Dollars)(Millions of Dollars)(Millions of Dollars)
            
 Three Months Ended March 31, Six Months Ended June 30,
 2015  2014 2015  2014
Cash Flows from Operating ActivitiesCash Flows from Operating Activities     Cash Flows from Operating Activities    
Net income $ 117  $ 115Net income $ 177  $ 180
Adjustments to reconcile net income to net cash provided by operating activities    Adjustments to reconcile net income to net cash provided by operating activities    
 Depreciation  95   86 Depreciation  189   173
 Amortization  6   6 Amortization  12   12
 Defined benefit plans - expense  11   8 Defined benefit plans - expense  21   12
 Deferred income taxes and investment tax credits  75   74 Deferred income taxes and investment tax credits  145   149
 Other  17   (1) Other  23   1
Change in current assets and current liabilities    Change in current assets and current liabilities    
 Accounts receivable  (39)   (39) Accounts receivable  13   (22)
 Accounts payable  (18)   22 Accounts payable  10   (5)
 Unbilled revenues  32   36 Accounts payable to affiliates     (2)
 Fuel, materials and supplies  71   53 Unbilled revenues  12   27
 Income tax receivable  134   (11) Fuel, materials and supplies  54   43
 Taxes payable  (11)   (14) Income tax receivable  136   (2)
 Accrued interest  37   36 Taxes payable  23   (10)
 Other  (21)   (24) Other  (30)   1
Other operating activities    Other operating activities    
 Defined benefit plans - funding  (53)   (38) Defined benefit plans - funding  (63)   (40)
 Other assets  (6)   1 Other assets  7   (2)
 Other liabilities  4    Other liabilities  (26)   2
 Net cash provided by operating activities   451    310 Net cash provided by operating activities   703    517
Cash Flows from Investing ActivitiesCash Flows from Investing Activities     Cash Flows from Investing Activities     
Expenditures for property, plant and equipment  (321)   (272)Expenditures for property, plant and equipment  (630)   (556)
Net (increase) decrease in notes receivable from affiliates     66Net (increase) decrease in notes receivable from affiliates     54
Other investing activities   4    Other investing activities   4    
 Net cash provided by (used in) investing activities   (317)    (206) Net cash provided by (used in) investing activities   (626)    (502)
Cash Flows from Financing ActivitiesCash Flows from Financing Activities     Cash Flows from Financing Activities     
Net increase (decrease) in notes payable with affiliates  (1)   Net increase (decrease) in notes payable with affiliates  18   
Net increase (decrease) in short-term debt  (91)   (45)Net increase (decrease) in short-term debt  (14)   75
Distributions to member  (23)   (104)Distributions to member  (109)   (221)
Contributions from member     40Contributions from member  20   119
  Net cash provided by (used in) financing activities   (115)    (109)  Net cash provided by (used in) financing activities   (85)    (27)
Net Increase (Decrease) in Cash and Cash EquivalentsNet Increase (Decrease) in Cash and Cash Equivalents   19   (5)Net Increase (Decrease) in Cash and Cash Equivalents   (8)   (12)
Cash and Cash Equivalents at Beginning of PeriodCash and Cash Equivalents at Beginning of Period   21    35Cash and Cash Equivalents at Beginning of Period   21    35
Cash and Cash Equivalents at End of PeriodCash and Cash Equivalents at End of Period $ 40  $ 30Cash and Cash Equivalents at End of Period $ 13  $ 23

 

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

17
Table of Contents

 

CONDENSED CONSOLIDATED BALANCE SHEETSCONDENSED CONSOLIDATED BALANCE SHEETSCONDENSED CONSOLIDATED BALANCE SHEETS
LG&E and KU Energy LLC and SubsidiariesLG&E and KU Energy LLC and SubsidiariesLG&E and KU Energy LLC and Subsidiaries
(Unaudited)
(Millions of Dollars)(Millions of Dollars)(Millions of Dollars)
            
 March 31, December 31, June 30, December 31,
 2015 2014 2015 2014
AssetsAssets      Assets     
    
Current AssetsCurrent Assets    Current Assets    
Cash and cash equivalents $ 40 $ 21Cash and cash equivalents $ 13 $ 21
Accounts receivable (less reserve: 2015, $26; 2014, $25)    Accounts receivable (less reserve: 2015, $23; 2014, $25)    
 Customer  268   231 Customer  216   231
 Other  14   18 Other  18   18
Unbilled revenues  135   167Unbilled revenues  155   167
Fuel, materials and supplies  239   311Fuel, materials and supplies  249   311
Prepayments  23   28Prepayments  32   28
Income taxes receivable  2   136Income taxes receivable     136
Deferred income taxes  21   16Deferred income taxes  42   16
Regulatory assets  20   25Regulatory assets  24   25
Other current assets   6   3Other current assets   7   3
Total Current Assets   768   956Total Current Assets   756   956
  
Property, Plant and EquipmentProperty, Plant and Equipment    Property, Plant and Equipment    
Regulated utility plant  10,069   10,007Regulated utility plant  11,349   10,014
Less: accumulated depreciation - regulated utility plant   1,049   1,067Less: accumulated depreciation - regulated utility plant   1,040   1,069
 Regulated utility plant, net  9,020   8,940 Regulated utility plant, net  10,309   8,945
Other, net  4   5Construction work in progress   725   1,559
Construction work in progress   1,672   1,559Property, Plant and Equipment, net   11,034   10,504
Property, Plant and Equipment, net   10,696   10,504 
 
Other Noncurrent AssetsOther Noncurrent Assets    Other Noncurrent Assets    
Regulatory assets  719   665Regulatory assets  623   665
Goodwill  996   996Goodwill  996   996
Other intangibles  161   174Other intangibles  148   174
Other noncurrent assets   103   101Other noncurrent assets   91   101
Total Other Noncurrent Assets   1,979   1,936Total Other Noncurrent Assets   1,858   1,936
  
Total AssetsTotal Assets $ 13,443 $ 13,396Total Assets $ 13,648 $ 13,396

 

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

18
Table of Contents

 

CONDENSED CONSOLIDATED BALANCE SHEETSCONDENSED CONSOLIDATED BALANCE SHEETSCONDENSED CONSOLIDATED BALANCE SHEETS
LG&E and KU Energy LLC and SubsidiariesLG&E and KU Energy LLC and SubsidiariesLG&E and KU Energy LLC and Subsidiaries
(Unaudited)
(Millions of Dollars)(Millions of Dollars)(Millions of Dollars)
 March 31, December 31, June 30, December 31,
 2015 2014 2015 2014
Liabilities and EquityLiabilities and Equity      Liabilities and Equity      
            
Current LiabilitiesCurrent Liabilities     Current Liabilities     
Short-term debt $ 484 $ 575Short-term debt $ 561 $ 575
Long-term debt due within one year  900   900Long-term debt due within one year  900   900
Notes payable with affiliates  40   41Notes payable with affiliates  59   41
Accounts payable  350   399Accounts payable  346   399
Accounts payable to affiliates  3   2Accounts payable to affiliates  8   2
Customer deposits  52   52Customer deposits  52   52
Taxes  25   36Taxes  59   36
Price risk management liabilities  5   5Price risk management liabilities  5   5
Price risk management liabilities with affiliates  122   66Price risk management liabilities with affiliates  46   66
Regulatory liabilities  24   15Regulatory liabilities  27   15
Interest  60   23Interest  24   23
Other current liabilities   115   131Other current liabilities   113   131
Total Current Liabilities   2,180   2,245Total Current Liabilities   2,200   2,245
      
Long-term DebtLong-term Debt   3,667   3,667Long-term Debt   3,667   3,667
      
Deferred Credits and Other Noncurrent LiabilitiesDeferred Credits and Other Noncurrent Liabilities     Deferred Credits and Other Noncurrent Liabilities     
Deferred income taxes  1,324   1,241Deferred income taxes  1,406   1,241
Investment tax credits  130   131Investment tax credits  129   131
Accrued pension obligations  256   305Accrued pension obligations  274   305
Asset retirement obligations  266   274Asset retirement obligations  437   274
Regulatory liabilities  961   974Regulatory liabilities  951   974
Price risk management liabilities  47   43Price risk management liabilities  40   43
Other deferred credits and noncurrent liabilities   270   268Other deferred credits and noncurrent liabilities   215   268
Total Deferred Credits and Other Noncurrent Liabilities   3,254   3,236Total Deferred Credits and Other Noncurrent Liabilities   3,452   3,236
  
Commitments and Contingent Liabilities (Notes 6 and 10)Commitments and Contingent Liabilities (Notes 6 and 10)     Commitments and Contingent Liabilities (Notes 6 and 10)     
  
Member's equityMember's equity   4,342   4,248Member's equity   4,329   4,248
  
Total Liabilities and EquityTotal Liabilities and Equity $ 13,443 $ 13,396Total Liabilities and Equity $ 13,648 $ 13,396

 

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

19
Table of Contents

 

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
LG&E and KU Energy LLC and Subsidiaries
(Unaudited)
(Millions of Dollars)
    
   Member's
   Equity
    
March 31, 2015$ 4,342
Net income 60
Contributions from member 20
Distributions to member (86)
Other comprehensive income (loss) (7)
June 30, 2015$ 4,329
December 31, 2014 $ 4,248
Net income   117177
Contributions from member 20
Distributions to member   (23)(109)
March 31,Other comprehensive income (loss) (7)
June 30, 2015 $ 4,3424,329
 
March 31, 2014$ 4,200
Net income 65
Contributions from member 79
Distributions to member (117)
Other comprehensive income (loss) (2)
June 30, 2014$ 4,225
   
December 31, 2013 $ 4,150
Net income   115180
Contributions from member   40119
Distributions to member   (104)(221)
Other comprehensive income (loss)   (1)(3)
March 31,June 30, 2014 $ 4,2004,225

 

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

20
Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(THIS PAGE LEFT BLANK INTENTIONALLY.)

21
Table of Contents

 

CONDENSED STATEMENTS OF INCOMECONDENSED STATEMENTS OF INCOMECONDENSED STATEMENTS OF INCOME
Louisville Gas and Electric CompanyLouisville Gas and Electric CompanyLouisville Gas and Electric Company
(Unaudited)(Unaudited)  (Unaudited)  
(Millions of Dollars)(Millions of Dollars) (Millions of Dollars) 
          
       Three Months Ended Six Months Ended
 Three Months Ended March 31, June 30, June 30,
 2015 2014 2015 2014 2015 2014
Operating RevenuesOperating Revenues     Operating Revenues        
Retail and wholesale $ 417 $ 442Retail and wholesale $ 323 $ 320 $ 740 $ 762
Electric revenue from affiliate   22   37Electric revenue from affiliate   8   24   30   61
Total Operating Revenues   439   479Total Operating Revenues   331   344   770   823
  
Operating ExpensesOperating Expenses  Operating Expenses    
Operation  Operation    
 Fuel   103  117 Fuel  82  104  185  221
 Energy purchases   88  118 Energy purchases  23  29  111  147
 Energy purchases from affiliate   3  6 Energy purchases from affiliate  5  2  8  8
 Other operation and maintenance   96  98 Other operation and maintenance  103  94  199  192
Depreciation   42  38Depreciation   40  39  82  77
Taxes, other than income   7   6Taxes, other than income   7   7   14   13
Total Operating Expenses   339   383Total Operating Expenses   260   275   599   658
    
Operating IncomeOperating Income   100  96Operating Income  71  69  171  165
  
Other Income (Expense) - netOther Income (Expense) - net   (1)  (2)Other Income (Expense) - net  (1)  (1)  (2)  (3)
  
Interest ExpenseInterest Expense   13  12Interest Expense  13  12  26  24
            
Income Before Income TaxesIncome Before Income Taxes   86  82Income Before Income Taxes  57  56  143  138
  
Income TaxesIncome Taxes   33   30Income Taxes   22   21   55   51
  
Net Income (a)Net Income (a) $ 53 $ 52Net Income (a) $ 35 $ 35 $ 88 $ 87

 

(a)Net income equals comprehensive income.

 

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

22
Table of Contents

 

CONDENSED STATEMENTS OF CASH FLOWSCONDENSED STATEMENTS OF CASH FLOWSCONDENSED STATEMENTS OF CASH FLOWS
Louisville Gas and Electric CompanyLouisville Gas and Electric CompanyLouisville Gas and Electric Company
(Unaudited)
(Millions of Dollars)(Millions of Dollars)(Millions of Dollars)
              
 Three Months Ended March 31, Six Months Ended June 30,
 2015  2014 2015  2014
Cash Flows from Operating ActivitiesCash Flows from Operating Activities     Cash Flows from Operating Activities    
Net income $ 53  $ 52Net income $ 88  $ 87
Adjustments to reconcile net income to net cash provided by operating activities    Adjustments to reconcile net income to net cash provided by operating activities    
 Depreciation��  42   38 Depreciation  82   77
 Amortization  3   3 Amortization  6   6
 Defined benefit plans - expense  4   2 Defined benefit plans - expense  8   5
 Deferred income taxes and investment tax credits  31   6 Deferred income taxes and investment tax credits  58   20
 Other  14   (5) Other  24   (4)
Change in current assets and current liabilities    Change in current assets and current liabilities    
 Accounts receivable  (16)   (18) Accounts receivable  13   (3)
 Accounts receivable from affiliates  11   (22) Accounts receivable from affiliates  7   (17)
 Accounts payable  (15)   14 Accounts payable  (12)   (5)
 Accounts payable to affiliates     (7) Accounts payable to affiliates  (4)   (4)
 Unbilled revenues  18   22 Unbilled revenues  9   19
 Fuel, materials and supplies  56   44 Fuel, materials and supplies  51   44
 Income tax receivable  74    Income tax receivable  74   (5)
 Taxes payable  (7)   21 Taxes payable  9   2
 Accrued interest  9   9 Other  (2)   (4)
 Other  (3)   (4)Other operating activities    
Other operating activities     Defined benefit plans - funding  (25)   (10)
 Defined benefit plans - funding  (22)   (9) Other assets  12   (1)
 Other assets  (1)   1 Other liabilities   (9)    (4)
 Other liabilities       2  Net cash provided by operating activities   389    203
  Net cash provided by operating activities   251    149
Cash Flows from Investing ActivitiesCash Flows from Investing Activities      Cash Flows from Investing Activities      
Expenditures for property, plant and equipment  (173)   (116)Expenditures for property, plant and equipment  (349)   (249)
 Net cash provided by (used in) investing activities   (173)    (116) Net cash provided by (used in) investing activities   (349)    (249)
Cash Flows from Financing ActivitiesCash Flows from Financing Activities     Cash Flows from Financing Activities     
Net increase (decrease) in short-term debt  (48)   (5)Net increase (decrease) in short-term debt  (5)   50
Payment of common stock dividends to parent  (23)   (27)Payment of common stock dividends to parent  (58)   (60)
  Net cash provided by (used in) financing activities   (71)    (32)Contributions from parent  20   53
  Net cash provided by (used in) financing activities   (43)    43
Net Increase (Decrease) in Cash and Cash EquivalentsNet Increase (Decrease) in Cash and Cash Equivalents   7   1Net Increase (Decrease) in Cash and Cash Equivalents   (3)   (3)
Cash and Cash Equivalents at Beginning of PeriodCash and Cash Equivalents at Beginning of Period   10    8Cash and Cash Equivalents at Beginning of Period   10    8
Cash and Cash Equivalents at End of PeriodCash and Cash Equivalents at End of Period $ 17  $ 9Cash and Cash Equivalents at End of Period $ 7  $ 5

 

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

23
Table of Contents

 

CONDENSED BALANCE SHEETSCONDENSED BALANCE SHEETSCONDENSED BALANCE SHEETS
Louisville Gas and Electric CompanyLouisville Gas and Electric CompanyLouisville Gas and Electric Company
(Unaudited)
(Millions of Dollars, shares in thousands)(Millions of Dollars, shares in thousands)(Millions of Dollars, shares in thousands)
            
 March 31, December 31, June 30, December 31,
 2015 2014 2015 2014
AssetsAssets      Assets     
      
Current AssetsCurrent Assets    Current Assets    
Cash and cash equivalents $ 7 $ 10
Cash and cash equivalents $ 17 $ 10Accounts receivable (less reserve: 2015, $1; 2014, $2)    
Accounts receivable (less reserve: 2015, $2; 2014, $2)     Customer  94   107
 Customer  121   107 Other  10   11
 Other  9   11Unbilled revenues  67   76
Unbilled revenues  58   76Accounts receivable from affiliates  16   23
Accounts receivable from affiliates  13   23Fuel, materials and supplies  103   162
Fuel, materials and supplies  105   162Prepayments  8   8
Prepayments  7   8Income taxes receivable     74
Income taxes receivable     74Deferred income taxes  17   
Regulatory assets  12   21Regulatory assets  10   21
Other current assets   5   1Other current assets   3   1
Total Current Assets   347   493Total Current Assets   335   493
    
Property, Plant and EquipmentProperty, Plant and Equipment    Property, Plant and Equipment    
Regulated utility plant  4,016   4,031Regulated utility plant  4,565   4,031
Less: accumulated depreciation - regulated utility plant   398   456Less: accumulated depreciation - regulated utility plant   353   456
 Regulated utility plant, net  3,618   3,575 Regulated utility plant, net  4,212   3,575
Construction work in progress   761   676Construction work in progress   331   676
Property, Plant and Equipment, net   4,379   4,251Property, Plant and Equipment, net   4,543   4,251
    
Other Noncurrent AssetsOther Noncurrent Assets    Other Noncurrent Assets    
Regulatory assets  422   397Regulatory assets  370   397
Goodwill  389   389Goodwill  389   389
Other intangibles  91   97Other intangibles  85   97
Other noncurrent assets   36   35Other noncurrent assets   23   35
Total Other Noncurrent Assets   938   918Total Other Noncurrent Assets   867   918
    
Total AssetsTotal Assets $ 5,664 $ 5,662Total Assets $ 5,745 $ 5,662

 

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

24
Table of Contents

 

CONDENSED BALANCE SHEETSCONDENSED BALANCE SHEETSCONDENSED BALANCE SHEETS
Louisville Gas and Electric CompanyLouisville Gas and Electric CompanyLouisville Gas and Electric Company
(Unaudited)
(Millions of Dollars, shares in thousands)(Millions of Dollars, shares in thousands)(Millions of Dollars, shares in thousands)
 March 31, December 31, June 30, December 31,
 2015 2014 2015 2014
Liabilities and EquityLiabilities and Equity      Liabilities and Equity      
            
Current LiabilitiesCurrent Liabilities     Current Liabilities     
Short-term debt $ 216 $ 264Short-term debt $ 259 $ 264
Long-term debt due within one year  250   250Long-term debt due within one year  250   250
Accounts payable  222   240Accounts payable  210   240
Accounts payable to affiliates  20   20Accounts payable to affiliates  16   20
Customer deposits  25   25Customer deposits  25   25
Taxes  12   19Taxes  28   19
Price risk management liabilities  5   5Price risk management liabilities  5   5
Price risk management liabilities with affiliates  61   33Price risk management liabilities with affiliates  23   33
Regulatory liabilities  14   10Regulatory liabilities  15   10
Interest  15   6Interest  6   6
Other current liabilities   37   42Other current liabilities   41   42
Total Current Liabilities   877   914Total Current Liabilities   878   914
  
Long-term DebtLong-term Debt   1,103   1,103Long-term Debt   1,103   1,103
   
Deferred Credits and Other Noncurrent LiabilitiesDeferred Credits and Other Noncurrent Liabilities     Deferred Credits and Other Noncurrent Liabilities     
Deferred income taxes  735   700Deferred income taxes  777   700
Investment tax credits  36   36Investment tax credits  35   36
Accrued pension obligations  34   57Accrued pension obligations  36   57
Asset retirement obligations  64   66Asset retirement obligations  109   66
Regulatory liabilities  454   458Regulatory liabilities  446   458
Price risk management liabilities  47   43Price risk management liabilities  40   43
Other deferred credits and noncurrent liabilities   110   111Other deferred credits and noncurrent liabilities   97   111
Total Deferred Credits and Other Noncurrent Liabilities   1,480   1,471Total Deferred Credits and Other Noncurrent Liabilities   1,540   1,471
  
Commitments and Contingent Liabilities (Notes 6 and 10)Commitments and Contingent Liabilities (Notes 6 and 10)     Commitments and Contingent Liabilities (Notes 6 and 10)     
  
Stockholder's EquityStockholder's Equity     Stockholder's Equity     
Common stock - no par value (a)  424   424Common stock - no par value (a)  424   424
Additional paid-in capital  1,521   1,521Additional paid-in capital  1,541   1,521
Earnings reinvested   259   229Earnings reinvested   259   229
Total Equity   2,204   2,174Total Equity   2,224   2,174
  
Total Liabilities and EquityTotal Liabilities and Equity $ 5,664 $ 5,662Total Liabilities and Equity $ 5,745 $ 5,662

 

(a)75,000 shares authorized; 21,294 shares issued and outstanding at March 31,June 30, 2015 and December 31, 2014.

 

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

25
Table of Contents

 

CONDENSED STATEMENTS OF EQUITYCONDENSED STATEMENTS OF EQUITYCONDENSED STATEMENTS OF EQUITY
Louisville Gas and Electric CompanyLouisville Gas and Electric Company Louisville Gas and Electric Company 
(Unaudited)(Unaudited) (Unaudited) 
(Millions of Dollars)(Millions of Dollars) (Millions of Dollars) 
                        
 Common     Common    
 stock     stock    
 shares  Additional     shares  Additional    
  outstanding  Common paid-in Earnings   outstanding  Common paid-in Earnings 
  (a)  stock capital reinvested Total  (a)  stock capital reinvested Total
  
March 31, 2015March 31, 2015  21,294 $ 424 $ 1,521 $ 259 $ 2,204
Net incomeNet income   35  35
Capital contributions from LKECapital contributions from LKE   20  20
Cash dividends declared on common stockCash dividends declared on common stock   (35)  (35)
June 30, 2015June 30, 2015  21,294 $ 424 $ 1,541 $ 259 $ 2,224
  
December 31, 2014December 31, 2014 21,294 $424 $1,521 $229 $2,174December 31, 2014  21,294 $ 424 $ 1,521 $ 229 $ 2,174
Net incomeNet income    53 53Net income   88  88
Capital contributions from LKECapital contributions from LKE   20  20
Cash dividends declared on common stockCash dividends declared on common stock    (23) (23)Cash dividends declared on common stock   (58)  (58)
March 31, 2015 21,294 $424 $1,521 $259 $2,204
June 30, 2015June 30, 2015  21,294 $ 424 $ 1,541 $ 259 $ 2,224
  
March 31, 2014March 31, 2014  21,294 $ 424 $ 1,364 $ 197 $ 1,985
Net incomeNet income   35  35
Capital contributions from LKECapital contributions from LKE   53  53
Cash dividends declared on common stockCash dividends declared on common stock   (33)  (33)
June 30, 2014June 30, 2014  21,294 $ 424 $ 1,417 $ 199 $ 2,040
    
December 31, 2013December 31, 2013 21,294 $424 $1,364 $172 $1,960December 31, 2013  21,294 $ 424 $ 1,364 $ 172 $ 1,960
Net incomeNet income    52 52Net income   87  87
Capital contributions from LKECapital contributions from LKE   53  53
Cash dividends declared on common stockCash dividends declared on common stock    (27) (27)Cash dividends declared on common stock   (60)  (60)
March 31, 2014  21,294 $424 $1,364 $197 $1,985
June 30, 2014June 30, 2014  21,294 $ 424 $ 1,417 $ 199 $ 2,040

 

(a)Shares in thousands. All common shares of LG&E stock are owned by LKE.

 

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

26
Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(THIS PAGE LEFT BLANK INTENTIONALLY.)

27
Table of Contents

 

CONDENSED STATEMENTS OF INCOMECONDENSED STATEMENTS OF INCOMECONDENSED STATEMENTS OF INCOME
Kentucky Utilities CompanyKentucky Utilities CompanyKentucky Utilities Company
(Unaudited)
(Millions of Dollars)(Millions of Dollars)(Millions of Dollars)
          
       Three Months Ended Six Months Ended
 Three Months Ended March 31, June 30, June 30,
 2015 2014 2015 2014 2015 2014
Operating RevenuesOperating Revenues     Operating Revenues         
Retail and wholesale $ 482 $ 492Retail and wholesale $ 391 $ 402 $ 873 $ 894
Electric revenue from affiliate   3   6Electric revenue from affiliate   5   2   8   8
Total Operating Revenues   485   498Total Operating Revenues   396   404   881   902
  
Operating ExpensesOperating Expenses  Operating Expenses    
Operation  Operation    
 Fuel   150  160 Fuel  132  127  282  287
 Energy purchases   4  6 Energy purchases  5  7  9  13
 Energy purchases from affiliate   22  37 Energy purchases from affiliate  8  24  30  61
 Other operation and maintenance   104  98 Other operation and maintenance  109  107  213  205
Depreciation   53  48Depreciation   54   47  107  95
Taxes, other than income   7   7Taxes, other than income   8   6   15   13
Total Operating Expenses   340   356Total Operating Expenses   316   318   656   674
    
Operating IncomeOperating Income   145  142Operating Income  80  86  225  228
  
Other Income (Expense) - netOther Income (Expense) - net   (1)  Other Income (Expense) - net  2    1  
  
Interest ExpenseInterest Expense   19   19Interest Expense   19   20   38   39
  
Income Before Income TaxesIncome Before Income Taxes   125  123Income Before Income Taxes  63  66  188  189
  
Income TaxesIncome Taxes   47   46Income Taxes   24   26   71   72
  
Net Income (a)Net Income (a) $ 78 $ 77Net Income (a) $ 39 $ 40 $ 117 $ 117

 

(a)Net income approximates comprehensive income.

 

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

28
Table of Contents

 

CONDENSED STATEMENTS OF CASH FLOWSCONDENSED STATEMENTS OF CASH FLOWSCONDENSED STATEMENTS OF CASH FLOWS
Kentucky Utilities CompanyKentucky Utilities CompanyKentucky Utilities Company
(Unaudited)
(Millions of Dollars)(Millions of Dollars)(Millions of Dollars)
              
 Three Months Ended March 31, Six Months Ended June 30,
 2015  2014 2015  2014
Cash Flows from Operating ActivitiesCash Flows from Operating Activities      Cash Flows from Operating Activities     
Net income $ 78  $ 77
Adjustments to reconcile net income to net cash provided by operating activities    Net income $ 117  $ 117
 Depreciation  53   48Adjustments to reconcile net income to net cash provided by operating activities    
 Amortization  3   3 Depreciation  107   95
 Defined benefit plans - expense  3   2 Amortization  4   4
 Deferred income taxes and investment tax credits  43   34 Defined benefit plans - expense  6   2
 Other  2   2 Deferred income taxes and investment tax credits  84   89
Change in current assets and current liabilities     Other  (1)   5
 Accounts receivable  (25)   (24)Change in current assets and current liabilities    
 Accounts payable  1   15 Accounts receivable     (20)
 Accounts payable to affiliates  (14)   16 Accounts payable  27   10
 Unbilled revenues  14   14 Accounts payable to affiliates  (11)   13
 Fuel, materials and supplies  15   9 Unbilled revenues  3   8
 Income tax receivable  60    Fuel, materials and supplies  3   (1)
 Taxes payable  (1)   (12) Income tax receivable  60   (24)
 Accrued interest  19   18 Taxes payable  14   (19)
 Other  (5)   (9) Other  (9)   16
Other operating activities    Other operating activities    
 Defined benefit plans - funding  (15)   (3) Defined benefit plans - funding  (19)   (3)
 Other assets  (3)    Other assets  (1)   (1)
 Other liabilities   1    1 Other liabilities   (24)    6
 Net cash provided by operating activities   229    191 Net cash provided by operating activities   360    297
Cash Flows from Investing ActivitiesCash Flows from Investing Activities      Cash Flows from Investing Activities      
Expenditures for property, plant and equipment  (148)   (154)Expenditures for property, plant and equipment  (279)   (305)
Other investing activities   4    Other investing activities   4    
 Net cash provided by (used in) investing activities   (144)    (154) Net cash provided by (used in) investing activities   (275)    (305)
Cash Flows from Financing ActivitiesCash Flows from Financing Activities      Cash Flows from Financing Activities      
Net increase (decrease) in short-term debt  (43)   (40)Net increase (decrease) in short-term debt  (9)   25
Payment of common stock dividends to parent  (30)   (37)Payment of common stock dividends to parent  (81)   (86)
Contributions from parent     40Contributions from parent     66
  Net cash provided by (used in) financing activities   (73)    (37)  Net cash provided by (used in) financing activities   (90)    5
Net Increase (Decrease) in Cash and Cash EquivalentsNet Increase (Decrease) in Cash and Cash Equivalents   12   Net Increase (Decrease) in Cash and Cash Equivalents   (5)   (3)
Cash and Cash Equivalents at Beginning of PeriodCash and Cash Equivalents at Beginning of Period   11    21Cash and Cash Equivalents at Beginning of Period   11    21
Cash and Cash Equivalents at End of PeriodCash and Cash Equivalents at End of Period $ 23  $ 21Cash and Cash Equivalents at End of Period $ 6  $ 18

 

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

29
Table of Contents

 

CONDENSED BALANCE SHEETSCONDENSED BALANCE SHEETSCONDENSED BALANCE SHEETS
Kentucky Utilities CompanyKentucky Utilities CompanyKentucky Utilities Company
(Unaudited)
(Millions of Dollars, shares in thousands)(Millions of Dollars, shares in thousands)(Millions of Dollars, shares in thousands)
            
 March 31, December 31, June 30, December 31,
 2015 2014 2015 2014
AssetsAssets      Assets     
    
Current AssetsCurrent Assets    Current Assets    
Cash and cash equivalents $ 23 $ 11Cash and cash equivalents $ 6 $ 11
Accounts receivable (less reserve: 2015, $3; 2014, $2)    Accounts receivable (less reserve: 2015, $2; 2014, $2)    
 Customer  147   124 Customer  122   124
 Other  5   6 Other  7   6
Unbilled revenues  77   91Unbilled revenues  88   91
Fuel, materials and supplies  134   149Fuel, materials and supplies  146   149
Prepayments  7   10Prepayments  12   10
Income taxes receivable     60Income taxes receivable     60
Regulatory assets  8   4Deferred income taxes  20   2
Other current assets   11   4Regulatory assets  14   4
Total Current Assets   412   459Other current assets   4   2
  Total Current Assets   419   459
  
Property, Plant and EquipmentProperty, Plant and Equipment    Property, Plant and Equipment    
Regulated utility plant  6,053   5,976
Less: accumulated depreciation - regulated utility plant   651   611Regulated utility plant  6,780   5,977
 Regulated utility plant, net  5,402   5,365Less: accumulated depreciation - regulated utility plant   685   611
Other, net  1   1 Regulated utility plant, net  6,095   5,366
Construction work in progress   908   880Construction work in progress   390   880
Property, Plant and Equipment, net   6,311   6,246Property, Plant and Equipment, net   6,485   6,246
    
Other Noncurrent AssetsOther Noncurrent Assets    Other Noncurrent Assets    
Regulatory assets  297   268Regulatory assets  253   268
Goodwill  607   607Goodwill  607   607
Other intangibles  70   77Other intangibles  63   77
Other noncurrent assets   57   58Other noncurrent assets   57   58
Total Other Noncurrent Assets   1,031   1,010Total Other Noncurrent Assets   980   1,010
    
Total AssetsTotal Assets $ 7,754 $ 7,715Total Assets $ 7,884 $ 7,715

 

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

30
Table of Contents

 

CONDENSED BALANCE SHEETSCONDENSED BALANCE SHEETSCONDENSED BALANCE SHEETS
Kentucky Utilities CompanyKentucky Utilities CompanyKentucky Utilities Company
(Unaudited)
(Millions of Dollars, shares in thousands)(Millions of Dollars, shares in thousands)(Millions of Dollars, shares in thousands)
 March 31, December 31, June 30, December 31,
 2015 2014 2015 2014
Liabilities and EquityLiabilities and Equity      Liabilities and Equity      
            
Current LiabilitiesCurrent Liabilities     Current Liabilities     
Short-term debt $ 193 $ 236Short-term debt $ 227 $ 236
Long-term debt due within one year  250   250Long-term debt due within one year  250   250
Accounts payable  114   141Accounts payable  124   141
Accounts payable to affiliates  33   47Accounts payable to affiliates  36   47
Customer deposits  27   27Customer deposits  27   27
Taxes  13   14Taxes  28   14
Price risk management liabilities with affiliates  61   33Price risk management liabilities with affiliates  23   33
Regulatory liabilities  10   5Regulatory liabilities  12   5
Interest  30   11Interest  12   11
Other current liabilities   48   41Other current liabilities   42   41
Total Current Liabilities   779   805Total Current Liabilities   781   805
  
Long-term DebtLong-term Debt   1,841   1,841Long-term Debt   1,841   1,841
  
Deferred Credits and Other Noncurrent LiabilitiesDeferred Credits and Other Noncurrent Liabilities     Deferred Credits and Other Noncurrent Liabilities     
Deferred income taxes  933   884Deferred income taxes  987   884
Investment tax credits  94   95Investment tax credits  94   95
Accrued pension obligations  44   59Accrued pension obligations  43   59
Asset retirement obligations  202   208Asset retirement obligations  328   208
Regulatory liabilities  507   516Regulatory liabilities  505   516
Other deferred credits and noncurrent liabilities   101   101Other deferred credits and noncurrent liabilities   64   101
Total Deferred Credits and Other Noncurrent Liabilities   1,881   1,863Total Deferred Credits and Other Noncurrent Liabilities   2,021   1,863
  
Commitments and Contingent Liabilities (Notes 6 and 10)Commitments and Contingent Liabilities (Notes 6 and 10)     Commitments and Contingent Liabilities (Notes 6 and 10)     
  
Stockholder's EquityStockholder's Equity     Stockholder's Equity     
Common stock - no par value (a)  308   308Common stock - no par value (a)  308   308
Additional paid-in capital  2,596   2,596Additional paid-in capital  2,596   2,596
Accumulated other comprehensive income (loss)  (1)   Accumulated other comprehensive income (loss)  (1)   
Earnings reinvested   350   302Earnings reinvested   338   302
Total Equity   3,253   3,206Total Equity   3,241   3,206
  
Total Liabilities and EquityTotal Liabilities and Equity $ 7,754 $ 7,715Total Liabilities and Equity $ 7,884 $ 7,715

 

(a)80,000 shares authorized; 37,818 shares issued and outstanding at March 31,June 30, 2015 and December 31, 2014.

 

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

31
Table of Contents

 

CONDENSED STATEMENTS OF EQUITYCONDENSED STATEMENTS OF EQUITYCONDENSED STATEMENTS OF EQUITY
Kentucky Utilities CompanyKentucky Utilities Company Kentucky Utilities Company 
(Unaudited)(Unaudited) (Unaudited) 
(Millions of Dollars)(Millions of Dollars) (Millions of Dollars) 
                        
 Common  Accumulated   Common  Accumulated  
 stock  other   stock  other  
 shares  Additional  comprehensive   shares  Additional  comprehensive  
 outstanding Common paid-in Earnings income  outstanding Common paid-in Earnings income 
 (a) stock capital reinvested (loss) Total (a) stock capital reinvested (loss) Total
                    
March 31, 2015  37,818 $ 308 $ 2,596 $ 350 $ (1) $ 3,253
Net income   39  39
Cash dividends declared on common stock   (51)  (51)
June 30, 2015  37,818 $ 308 $ 2,596 $ 338 $ (1) $ 3,241
 
December 31, 2014 37,818 $308 $2,596 $302    $3,206  37,818 $ 308 $ 2,596 $ 302 $  $ 3,206
Net income    78 78   117  117
Cash dividends declared on common stock     (30)  (30)   (81)  (81)
Other comprehensive income (loss)          $(1)  (1)            (1)   (1)
March 31, 2015 37,818 $308 $2,596 $350 $(1) $3,253
June 30, 2015  37,818 $ 308 $ 2,596 $ 338 $ (1) $ 3,241
 
March 31, 2014  37,818 $ 308 $ 2,545 $ 270 $  $ 3,123
Net income   40  40
Capital contributions from LKE   26  26
Cash dividends declared on common stock   (49)  (49)
June 30, 2014  37,818 $ 308 $ 2,571 $ 261 $  $ 3,140
  
December 31, 2013 37,818 $308 $2,505 $230 $1 $3,044  37,818 $ 308 $ 2,505 $ 230 $ 1 $ 3,044
Net income    77  77   117  117
Capital contributions from LKE    40  40   66  66
Cash dividends declared on common stock    (37) (37)   (86)  (86)
Other comprehensive income (loss)            (1)  (1)            (1)   (1)
March 31, 2014 37,818 $308 $2,545 $270 $  $ 3,123
June 30, 2014  37,818 $ 308 $ 2,571 $ 261 $  $ 3,140

 

(a)Shares in thousands. All common shares of KU stock are owned by LKE.

 

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

32
Table of Contents

 

 

Combined Notes to Condensed Financial Statements (Unaudited)

 

 

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 their related activities and disclosures.disclosure. 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 footnotesfootnote 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, 2014 is derived from that Registrant's 2014 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 2014 Form 10-K. The results of operations for the three and six months ended March 31,June 30, 2015 are not necessarily indicative of the results to be expected for the full year ending December 31, 2015 or other future periods, because results for interim periods can be disproportionately influenced by various factors, developments and seasonal variations.

 

The classification of certain prior period amounts has been changed to conform to the presentation in the March 31,June 30, 2015 financial statements.

 

(PPL)

 

"Income (Loss) from Discontinued Operations (net of income taxes)" on the Statements of Income includes the activities of PPL Montana's hydroelectric generating facilities soldEnergy Supply, substantially representing PPL's Supply segment, which was spun off and distributed to PPL shareowners on June 1, 2015. PPL Energy Supply's assets and liabilities have been reclassified on the Balance Sheet at December 31, 2014 to assets and liabilities of discontinued operations. The assets and liabilities were distributed and removed from PPL's Balance Sheets in the fourthsecond quarter of 2014. See Note 8 for additional information. The2015. In addition, the Statements of Cash Flows do not separately report the cash flows of the Discontinued Operations.discontinued operations. See Note 8 for additional information.

 

2. Summary of Significant Accounting Policies

 

(All Registrants)

 

The following accounting policy disclosures represent updates to Note 1 into each indicated Registrant's 2014 Form 10-K and should be read in conjunction with those disclosures.

 

Accounts Receivable(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 (including PPL EnergyPlus) 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. The purchased accounts receivable are initially recorded at fair value using a market approach based on the purchase price paid and are classified as Level 2 in the fair value hierarchy. During the three and six months ended March 31,June 30, 2015, PPL Electric purchased $331$276 million and $607 million of accounts receivable from unaffiliated third parties and $93$53 million and $146 million from PPL EnergyPlus. During the three and six months ended March 31,June 30, 2014, PPL Electric purchased $362$253 million and $614 million of accounts receivable from unaffiliated third parties and $105$79 million and $184 million from PPL EnergyPlus. PPL Electric's purchases from PPL EnergyPlus for the three and six months ended June 30, 2015 include purchases through May 31, 2015, which is the period during which PPL Electric and PPL EnergyPlus were affiliated entities. As a result of the June 1, 2015 spinoff of PPL Energy Supply and creation of Talen Energy, PPL EnergyPlus (renamed Talen Energy Marketing) is no longer an affiliate of PPL Electric. PPL Electric's purchases from Talen Energy Marketing subsequent to May 31, 2015 are purchases from an unaffiliated third party.

33
Table of Contents

 

Depreciation (PPL)

 

Effective January 1, 2015, after completing a review of the useful lives of its distribution network assets, WPD extended the weighted average useful lives of these assets to 69 years from 55 years. For the three and six months ended March 31,June 30, 2015, this change in useful lives resulted in lower depreciation of $20$22 million ($1617 million after-tax or $0.02$0.03 per share) and $42 million ($33 million after-tax or $0.05 per share).

33

 

New Accounting Guidance Adopted(All Registrants)

 

Reporting of Discontinued Operations

 

Effective January 1, 2015, the Registrants prospectively adopted accounting guidance that changes the criteria for determining what should be classified as a discontinued operation and the related presentation and disclosure requirements. A discontinued operation may include a component of an entity or a group of components of an entity, or a business activity.

A disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on the entity's operations and financial results when any of the following occurs: (1) The components of an entity or group of components of an entity meets the criteria to be classified as held for sale, (2) The component of an entity or group of components of an entity is disposed of by sale, or (3) The component of an entity or group of components of an entity is disposed of other than by sale (for example, by abandonment or in a distribution to owners in a spinoff).

 

The initial adoptionAs a result of this guidance did not havethe spinoff on June 1, 2015, PPL Energy Supply has been reported as a significant impact ondiscontinued operation under the Registrants but will impact the amounts presented asnew discontinued operations and will enhance the related disclosure requirements related to future disposals or heldguidance. See Note 8 for sale classifications.additional information.

 

3. Segment and Related Information

 

(PPL)

 

See Note 2 in PPL's 2014 Form 10-K for a discussion of reportable segments and related information.

 

InOn June 2014,1, 2015, PPL andcompleted the spinoff of PPL Energy Supply, which substantially representsrepresented PPL's Supply segment, executed definitive agreements with affiliates of Riverstone to combine their competitive power generation businesses intosegment. As a new, stand-alone, publicly traded company named Talen Energy. The transaction is expected to occur on June 1, 2015. Upon completionresult of this transaction, PPL will no longer havehas a Supply segment. See Note 8 for additional information.

 

Financial data for the segments and reconciliation to PPL's consolidated results for the periods ended March 31June 30 are:

 

   Three Months Three Months Six Months
     2015 2014  2015 2014 2015 2014
Income Statement DataIncome Statement Data    Income Statement Data 
Revenues from external customersRevenues from external customers Revenues from external customers 
U.K. Regulated $ 697 $ 648U.K. Regulated $ 587 $ 672 $ 1,284 $ 1,320
Kentucky Regulated  899  934Kentucky Regulated  714  722  1,613  1,656
Pennsylvania Regulated  630  591Pennsylvania Regulated  476  448  1,106  1,039
Supply (a)  937  (982)Corporate and Other   4   7   8   12
Corporate and Other   2   3
TotalTotal $ 3,165 $ 1,194Total $ 1,781 $ 1,849 $ 4,011 $ 4,027
                    
Intersegment electric revenues        
Supply     $ 9 $ 27        
        
Net Income        
Net Income (loss)Net Income (loss)        
U.K. Regulated (a)     $ 375 $ 206U.K. Regulated (a) $ 190 $ 187 $ 565 $ 393
Kentucky Regulated      109  107Kentucky Regulated  47  58  156  165
Pennsylvania Regulated      87  85Pennsylvania Regulated  49  52  136  137
Supply (a)      95  (75)Corporate and Other (b)  (36)  (67)  (55)  (76)
Corporate and Other (b)       (19)   (7)Discontinued Operations (c)   (1,007)   (1)   (912)   (74)
TotalTotal     $ 647 $ 316Total $ (757) $ 229 $ (110) $ 545
34
Table of Contents

 

   March 31, December 31,
   2015 2014
Balance Sheet Data      
Assets      
 U.K. Regulated $ 16,275 $ 16,005
 Kentucky Regulated   13,109   13,062
 Pennsylvania Regulated   7,921   7,785
 Supply   10,631   11,025
 Corporate and Other (c)   985   987
Total assets $ 48,921 $ 48,864

   June 30, December 31,
   2015 2014
Balance Sheet Data      
Assets      
 U.K. Regulated $ 15,973 $ 16,005
 Kentucky Regulated   13,314   13,062
 Pennsylvania Regulated   8,171   7,785
 Corporate and Other (d)   786   1,095
 Discontinued Operations (c)      10,917
Total assets $ 38,244 $ 48,864

 

(a)Includes unrealized gains and losses from economic activity. See Note 14 for additional information.
(b)2015 includes most of the transaction and transition costs related to prepare the anticipatednew Talen Energy organization for the June 1, 2015 spinoff ofand reconfigure the remaining PPL Energy Supply.Services functions. See Note 8 for additional information.
(c)See Note 8 for additional information.
(d)Primarily consists of unallocated items, including cash, PP&E and the elimination of inter-segment transactions.
34

 

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 non-participating securities were converted to common shares as calculated using the Treasury Stock Method or the If-Converted Method, as applicable. Incremental non-participating securities that have a dilutive impact are detailed in the table below.

 

Reconciliations of the amounts of income and shares of PPL common stock (in thousands) for the periodperiods ended March 31June 30 used in the EPS calculation are:

 

   Three Months Three Months Six Months
     2015 2014 2015 2014 2015 2014
Income (Numerator)Income (Numerator)       Income (Numerator)    
Income from continuing operations after income taxesIncome from continuing operations after income taxes $ 647 $ 324Income from continuing operations after income taxes $ 250 $ 230 $ 802 $ 619
Less amounts allocated to participating securitiesLess amounts allocated to participating securities      3   2Less amounts allocated to participating securities   1   1   2   3
Income from continuing operations after income taxes available to PPL common shareowners - Basic   644  322
Income from continuing operations after income taxes available to PPLIncome from continuing operations after income taxes available to PPL        
common shareowners - Basic  249  229   800  616
Plus interest charges (net of tax) related to Equity Units (a)Plus interest charges (net of tax) related to Equity Units (a)         9Plus interest charges (net of tax) related to Equity Units (a)            9
Income from continuing operations after income taxes available to PPL common shareowners - Diluted $ 644 $ 331
Income from continuing operations after income taxes available to PPLIncome from continuing operations after income taxes available to PPL        
            common shareowners - Diluted $ 249 $ 229 $ 800 $ 625
Income (loss) from discontinued operations (net of income taxes) available to PPL common shareowners - Basic     
and Diluted $  $ (8)
                    
Net income    $ 647 $ 316
Income (loss) from discontinued operations (net of income taxes) availableIncome (loss) from discontinued operations (net of income taxes) available        
to PPL common shareowners - Basic and Diluted $ (1,007) $ (1) $ (912) $ (74)
        
Net income (loss)Net income (loss) $ (757) $ 229 $ (110) $ 545
Less amounts allocated to participating securitiesLess amounts allocated to participating securities      3   2Less amounts allocated to participating securities   1   1   2   3
Net income available to PPL common shareowners - Basic      644  314
Net income (loss) available to PPL common shareowners - BasicNet income (loss) available to PPL common shareowners - Basic  (758)  228   (112)  542
Plus interest charges (net of tax) related to Equity Units (a)Plus interest charges (net of tax) related to Equity Units (a)         9Plus interest charges (net of tax) related to Equity Units (a)            9
Net income available to PPL common shareowners - Diluted    $ 644 $ 323
Net income (loss) available to PPL common shareowners - DilutedNet income (loss) available to PPL common shareowners - Diluted $ (758) $ 228 $ (112) $ 551
                
Shares of Common Stock (Denominator)Shares of Common Stock (Denominator)        Shares of Common Stock (Denominator)        
Weighted-average shares - Basic EPSWeighted-average shares - Basic EPS      666,974  630,749Weighted-average shares - Basic EPS  668,415  653,132   667,698  642,002
Add incremental non-participating securities:Add incremental non-participating securities:        Add incremental non-participating securities:        
 Share-based payment awards      1,758  1,511 Share-based payment awards  2,871  2,100   2,315  1,806
 Equity Units (a)         31,679 Equity Units (a)    10,560     21,119
Weighted-average shares - Diluted EPSWeighted-average shares - Diluted EPS      668,732   663,939Weighted-average shares - Diluted EPS   671,286   665,792   670,013   664,927
                
Basic EPSBasic EPS        Basic EPS        
Available to PPL common shareowners:Available to PPL common shareowners:        Available to PPL common shareowners:        
 Income from continuing operations after income taxes    $ 0.97 $ 0.51 Income from continuing operations after income taxes $ 0.37 $ 0.35 $ 1.20 $ 0.96
 Income (loss) from discontinued operations (net of income taxes)         (0.01) Income (loss) from discontinued operations (net of income taxes)   (1.50)      (1.37)   (0.12)
 Net Income Available to PPL common shareowners    $ 0.97 $ 0.50 Net Income (Loss) Available to PPL common shareowners $ (1.13) $ 0.35 $ (0.17) $ 0.84
                
Diluted EPSDiluted EPS        Diluted EPS        
Available to PPL common shareowners:Available to PPL common shareowners:        Available to PPL common shareowners:        
 Income from continuing operations after income taxes    $ 0.96 $ 0.50 Income from continuing operations after income taxes $ 0.37 $ 0.34 $ 1.19 $ 0.94
 Income (loss) from discontinued operations (net of income taxes)         (0.01) Income (loss) from discontinued operations (net of income taxes)   (1.50)      (1.36)   (0.11)
 Net Income Available to PPL common shareowners    $ 0.96 $ 0.49 Net Income (Loss) Available to PPL common shareowners $ (1.13) $ 0.34 $ (0.17) $ 0.83
35
Table of Contents

 

(a)In 2014, the If-Converted Method was applied to the Equity Units prior to the March 2014 settlement.

 

For the periods ended March 31,June 30, PPL issued common stock related to stock-based compensation plans as follows (in thousands):

 

   Three Months  Three Months Six Months
      2015 2014  2015 2014 2015 2014
                      
Stock-based compensation plans (a)Stock-based compensation plans (a)      1,445  1,096Stock-based compensation plans (a)  992  922  2,437  2,018
DRIPDRIP      419  DRIP  424    843  

 

(a)Includes stock options exercised, vesting of performance units, vesting of restricted stock and restricted stock units and conversion of stock units granted to directors.

 

For the periods ended March 31,June 30, the following shares (in thousands) were excluded from the computations of diluted EPS because the effect would have been antidilutive.

35

 

   Three Months Three Months Six Months
     2015 2014 2015 2014 2015 2014
                
Stock options      1,473  2,540  348  790  1,085  2,060
Performance units      146      1  73  1
Restricted stock units        123        61

 

5. Income Taxes

 

Reconciliations of income taxes for the periods ended March 31June 30 are:

 

(PPL)
                    
   Three Months Three Months Six Months
     2015 2014 2015 2014 2015 2014
             
Federal income tax on Income from Continuing Operations BeforeFederal income tax on Income from Continuing Operations Before Federal income tax on Income from Continuing Operations Before 
Income Taxes at statutory tax rate - 35%   $ 320 $ 153Income Taxes at statutory tax rate - 35% $ 112 $ 139 $ 382 $ 333
Increase (decrease) due to:Increase (decrease) due to:        Increase (decrease) due to:        
 State income taxes, net of federal income tax benefit    25  3 State income taxes, net of federal income tax benefit  9   3  29  16
 Valuation allowance adjustments    3   Valuation allowance adjustments (a)  5   46  8  46
 Impact of lower U.K. income tax rates    (62)  (44) Impact of lower U.K. income tax rates  (36)   (31)  (98)  (76)
 U.S. income tax on foreign earnings - net of foreign tax credit    (1)  11 U.S. income tax on foreign earnings - net of foreign tax credit (b)     10  (1)  21
 Intercompany interest on U.K. financing entities    (8)  (2) Federal and state tax reserve adjustments (c)  (12)   (1)  (12)  (1)
 Other     (9)   (7) Intercompany interest on U.K. financing entities  (3)   (1)  (11)  (3)
 Total increase (decrease)       (52)   (39) Other   (4)   1   (9)   (3)
 Total increase (decrease)   (41)   27   (94)   
Total income taxesTotal income taxes     $ 268 $ 114Total income taxes $ 71 $ 166 $ 288 $ 333

 

(PPL Electric)            
             
        Three Months
          2015 2014
                 
             
Federal income tax on Income Before Income Taxes at statutory tax rate - 35%       $ 51 $ 48
Increase (decrease) due to:            
  State income taxes, net of federal income tax benefit         10   8
  Other         (2)   (3)
   Total increase (decrease)         8   5
Total income taxes       $ 59 $ 53
(a)As a result of the spinoff announcement, PPL recorded deferred income tax expense during the three and six months ended June 30, 2014 to adjust valuation allowances on deferred tax assets primarily for state net operating loss carryforwards that were previously supported by the earnings of PPL Energy Supply. See Note 8 for additional information on the spinoff.
(b)During the three and six months ended June 30, 2015, PPL recorded lower income tax expense due to a decrease in taxable dividends.
(c)During the three and six months ended June 30, 2015, PPL recorded a tax benefit to adjust the settled refund amount approved by Joint Committee of Taxation for the open audit years 1998-2011.

 

(LKE)  
(PPL Electric)(PPL Electric) 
                   
   Three Months Three Months Six Months
     2015 2014 2015 2014 2015 2014
                    
Federal income tax on Income Before Income Taxes at statutory tax rate - 35%     $ 68 $ 64
Federal income tax on Income Before Income Taxes at statutoryFederal income tax on Income Before Income Taxes at statutory 
tax rate - 35% $ 30 $ 29 $ 81 $ 77
Increase (decrease) due to:Increase (decrease) due to:        Increase (decrease) due to:        
 State income taxes, net of federal income tax benefit      7  7 State income taxes, net of federal income tax benefit  4  4  14  12
 Valuation allowance adjustments      3   Federal and state tax reserve adjustments  2  (1)  2  (1)
 Other       (2)   (2) Depreciation not normalized  (1)  (1)  (2)  (3)
 Total increase (decrease)       8   5 Other   1         (1)
 Total increase (decrease)   6   2   14   7
Total income taxesTotal income taxes     $ 76 $ 69Total income taxes $ 36 $ 31 $ 95 $ 84

 

(LG&E)            
                 
        Three Months
          2015 2014
             
Federal income tax on Income Before Income Taxes at statutory tax rate - 35%       $ 30 $ 29
Increase (decrease) due to:            
  State income taxes, net of federal income tax benefit         3   3
  Other            (2)
   Total increase (decrease)         3   1
Total income taxes       $ 33 $ 30
36
Table of Contents

 

(LKE)            
                 
      Three Months Six Months
      2015 2014 2015 2014
             
Federal income tax on Income from Continuing Operations Before            
 Income Taxes at statutory tax rate - 35% $ 37 $ 37 $ 104 $ 102
Increase (decrease) due to:            
  State income taxes, net of federal income tax benefit   4   4   11   10
  Valuation allowance adjustment (a)   5      8   
  Other   (1)      (2)   (2)
 �� Total increase (decrease)   8   4   17   8
Total income taxes $ 45 $ 41 $ 121 $ 110

 

(KU)            
                 
        Three Months
          2015 2014
             
Federal income tax on Income Before Income Taxes at statutory tax rate - 35%       $ 44 $ 43
Increase (decrease) due to:            
  State income taxes, net of federal income tax benefit         4   4
  Other         (1)   (1)
   Total increase (decrease)         3   3
Total income taxes       $ 47 $ 46
(a)Represents a valuation allowance against tax credits expiring in 2016 and 2017 that are more likely than not to expire before being utilized.

(LG&E)            
                 
      Three Months Six Months
      2015 2014 2015 2014
             
Federal income tax on Income Before Income Taxes at statutory            
  tax rate - 35% $ 20 $ 20 $ 50 $ 48
Increase (decrease) due to:            
  State income taxes, net of federal income tax benefit   2   2   5   5
  Other      (1)      (2)
   Total increase (decrease)   2   1   5   3
Total income taxes $ 22 $ 21 $ 55 $ 51

(KU)            
                 
      Three Months Six Months
      2015 2014 2015 2014
             
Federal income tax on Income Before Income Taxes at statutory            
 tax rate - 35% $ 22 $ 23 $ 66 $ 66
Increase (decrease) due to:            
  State income taxes, net of federal income tax benefit   2   2   7   7
  Other      1   (2)   (1)
   Total increase (decrease)   2   3   5   6
Total income taxes $ 24 $ 26 $ 71 $ 72

Unrecognized Tax Benefits(PPL)

Changes to unrecognized tax benefits for the periods ended June 30 were as follows.

   Three Months Six Months
   2015 2014 2015 2014
PPL            
 Beginning of period $ 20 $ 22 $ 20 $ 22
 Additions based on tax positions of prior years      1      1
 Reductions based on tax positions of prior years      (2)      (2)
 Settlements   (15)      (15)   
 End of period $ 5 $ 21 $ 5 $ 21

 

Other(PPL)

 

In February 2015, PPL and the IRS Appeals division reached a settlement on the amount of PPL's refund from its open audits for the years 1998 - 2011. The settlement was required to be reviewed and approved by the Joint Committee on Taxation (JCT) before it is considered final. In April 2015, PPL was notified that the JCTJoint Committee on Taxation approved PPL's settlement. Subject toIn the second quarter of 2015, PPL recorded a finaltax benefit of $23 million, which includes an estimate of interest on the refund. Of this amount, $11 million is reflected in continuing operations. Final determination of interest on the refund PPL expects to record a tax benefit inis still pending from the range of $20 million to $30 million in the second quarter of 2015 related to the settlement of previously unrecognized tax benefits.IRS.

37
Table of Contents

 

6. Utility Rate Regulation

 

(All Registrants)

 

The following table provides information about the regulatory assets and liabilities of cost-based rate-regulated utility operations.

 

 PPL PPL Electric PPL PPL Electric
 March 31, December 31, March 31, December 31, June 30, December 31, June 30, December 31,
 2015 2014 2015 2014 2015 2014 2015 2014
                  
Current Regulatory Assets:Current Regulatory Assets: Current Regulatory Assets: 
Environmental cost recovery $ 10 $ 5    Environmental cost recovery $ 16 $ 5    
Gas supply clause  1  15    Gas supply clause  1  15    
Fuel adjustment clause  4  4    Transmission service charge  7  6 $ 7 $ 6
Transmission service charge    6   $ 6Other   10   11   3   6
Other   8   7 $ 3   6
Total current regulatory assets $ 23 $ 37 $ 3 $ 12
Total current regulatory assets (a)Total current regulatory assets (a) $ 34 $ 37 $ 10 $ 12
  
Noncurrent Regulatory Assets:Noncurrent Regulatory Assets: Noncurrent Regulatory Assets: 
Defined benefit plans $ 705 $ 720 $ 367 $ 372Defined benefit plans $ 745 $ 720 $ 417 $ 372
Taxes recoverable through future rates  317  316  317  316Taxes recoverable through future rates  319  316  319  316
Storm costs  116  124  42  46Storm costs  108  124  38  46
Unamortized loss on debt  76  77  48  49Unamortized loss on debt  74  77  46  49
Interest rate swaps  182  122    Interest rate swaps  98  122    
Accumulated cost of removal of utility plant  117  114  117  114Accumulated cost of removal of utility plant  125  114  125  114
AROs  87  79    AROs  91  79    
Other   10   10      Other   9   10   1   
Total noncurrent regulatory assetsTotal noncurrent regulatory assets $ 1,610 $ 1,562 $ 891 $ 897Total noncurrent regulatory assets $ 1,569 $ 1,562 $ 946 $ 897

 

Current Regulatory Liabilities:Current Regulatory Liabilities: Current Regulatory Liabilities: 
Generation supply charge $ 26 $ 28 $ 26 $ 28
Demand side management  13  2    Generation supply charge $ 31 $ 28 $ 31 $ 28
Gas supply clause  6  6    Demand side management  12  2    
Transmission formula rate  49  42  49  42Gas supply clause  9  6    
Storm damage expense  7  3  7  3Transmission formula rate  66  42  66  42
Gas line tracker  2  3 Storm damage expense  10  3  10  3
Other   6   7   3   3Other   9   10   3   3
Total current regulatory liabilitiesTotal current regulatory liabilities $ 109 $ 91 $ 85 $ 76Total current regulatory liabilities $ 137 $ 91 $ 110 $ 76
  
Noncurrent Regulatory Liabilities:Noncurrent Regulatory Liabilities: Noncurrent Regulatory Liabilities: 
Accumulated cost of removal of utility plant $ 695 $ 693    Accumulated cost of removal of utility plant $ 693 $ 693    
Coal contracts (a)  49  59    Coal contracts (b)  38  59    
Power purchase agreement - OVEC (a)  90  92    Power purchase agreement - OVEC (b)  88  92    
Net deferred tax assets  25  26    Net deferred tax assets  24  26    
Act 129 compliance rider  26  18 $ 26 $ 18Act 129 compliance rider  26  18 $ 26 $ 18
Defined benefit plans  16  16    Defined benefit plans  21  16    
Interest rate swaps  84  84    Interest rate swaps  84  84    
Other   2   4      Other   3   4      
Total noncurrent regulatory liabilitiesTotal noncurrent regulatory liabilities $ 987 $ 992 $ 26 $ 18Total noncurrent regulatory liabilities $ 977 $ 992 $ 26 $ 18

   LKE LG&E KU
   June 30, December 31, June 30, December 31, June 30, December 31,
   2015 2014 2015 2014 2015 2014
                    
Current Regulatory Assets:                  
 Environmental cost recovery $ 16 $ 5 $ 9 $ 4 $ 7 $ 1
 Gas supply clause   1   15   1   15      
 Fuel adjustment clause      4      2      2
 Other   7   1         7   1
Total current regulatory assets $ 24 $ 25 $ 10 $ 21 $ 14 $ 4
                    
Noncurrent Regulatory Assets:                  
 Defined benefit plans $ 328 $ 348 $ 203 $ 215 $ 125 $ 133
 Storm costs   70   78   39   43   31   35
 Unamortized loss on debt   28   28   18   18   10   10
 Interest rate swaps   98   122   75   89   23   33
 AROs   91   79   33   28   58   51
 Other   8   10   2   4   6   6
Total noncurrent regulatory assets $ 623 $ 665 $ 370 $ 397 $ 253 $ 268
3738
Table of Contents

 

   LKE LG&E KU
   March 31, December 31, March 31, December 31, March 31, December 31,
   2015 2014 2015 2014 2015 2014
                    
Current Regulatory Assets:                  
 Environmental cost recovery $ 10 $ 5 $ 7 $ 4 $ 3 $ 1
 Gas supply clause   1   15   1   15      
 Fuel adjustment clause   4   4   4   2      2
 Other   5   1         5   1
Total current regulatory assets $ 20 $ 25 $ 12 $ 21 $ 8 $ 4
                    
Noncurrent Regulatory Assets:                  
 Defined benefit plans $ 338 $ 348 $ 208 $ 215 $ 130 $ 133
 Storm costs   74   78   41   43   33   35
 Unamortized loss on debt   28   28   18   18   10   10
 Interest rate swaps   182   122   121   89   61   33
 AROs   87   79   30   28   57   51
 Other   10   10   4   4   6   6
Total noncurrent regulatory assets $ 719 $ 665 $ 422 $ 397 $ 297 $ 268

 LKE LG&E KU
 June 30, December 31, June 30, December 31, June 30, December 31,
 2015 2014 2015 2014 2015 2014
            
Current Regulatory Liabilities:Current Regulatory Liabilities: Current Regulatory Liabilities: 
 Demand side management $ 12 $ 2 $ 5 $ 1 $ 7 $ 1
 Demand side management $ 13 $ 2 $ 5 $ 1 $ 8 $ 1 Gas supply clause  9  6  9  6        
 Gas supply clause  6  6  6  6     Fuel adjustment clause  4              4    
 Gas line tracker  2  3  2  3     Gas line tracker  1  3  1  3        
 Other   3   4   1      2   4 Other   1   4             1   4
Total current regulatory liabilitiesTotal current regulatory liabilities $ 24 $ 15 $ 14 $ 10 $ 10 $ 5Total current regulatory liabilities $ 27 $ 15 $ 15 $ 10 $ 12 $ 5
  
Noncurrent Regulatory Liabilities:Noncurrent Regulatory Liabilities: Noncurrent Regulatory Liabilities: 
Accumulated cost of removal Accumulated cost of removal 
 of utility plant $ 695 $ 693 $ 304 $ 302 $ 391 $ 391 of utility plant $ 693 $ 693 $ 303 $ 302 $ 390 $ 391
Coal contracts (a)  49  59  21  25  28  34Coal contracts (b)  38  59  16  25  22  34
Power purchase agreement - OVEC (a)  90  92  62  63  28  29Power purchase agreement - OVEC (b)  88  92  60  63  28  29
Net deferred tax assets  25  26  24  24  1  2Net deferred tax assets  24  26  23  24  1  2
Defined benefit plans  16  16      16  16Defined benefit plans  21  16          21  16
Interest rate swaps  84  84  42  42  42  42Interest rate swaps  84  84  42  42  42  42
Other   2   4   1   2   1   2Other   3   4   2   2   1   2
Total noncurrent regulatory liabilitiesTotal noncurrent regulatory liabilities $ 961 $ 974 $ 454 $ 458 $ 507 $ 516Total noncurrent regulatory liabilities $ 951 $ 974 $ 446 $ 458 $ 505 $ 516

  

(a)For PPL, these amounts are included in "Other current assets" on the Balance Sheets.
(b)These liabilities were recorded as offsets to certain intangible assets that were recorded at fair value upon the acquisition of LKE by PPL.

 

Regulatory Matters

 

U. K. Activities(PPL)

 

RIIO-ED1

 

On April 1, 2015, the RIIO-ED1 eight-year price control period commenced for WPD's four DNOs. See "Item 1. Business - Segment Information - U. K. Regulated Segment" of PPL's 2014 Form 10-K for additional information on RIIO-ED1.

 

Ofgem Review of Line Loss Calculation

 

In March 2014, Ofgem issued its final decision on the DPCR4 line loss incentives and penalties mechanism. As a result, during the first quarter of 2014 WPD increased its liability by $65 million for over-recovery of line losses with a reduction to "Utility" revenues on the Statement of Income. TheWPD began refunding the liability at March 31, 2015 of $97 million will be refunded to customers fromon April 1, 2015 and will continue through March 31, 2019. The liability at June 30, 2015 was $88 million.

 

Kentucky Activities(PPL, LKE, LG&E and KU)

 

Rate Case Proceedings

 

On November 26, 2014, LG&E and KU filed requests with the KPSC for increases in annual base electricity rates for LG&E's electric and gas operations and KU's electric operations.  On April 20, 2015, LG&E and KU, and the other parties to the proceeding, filed a unanimous settlement agreement with the KPSC.  The settlement agreement was approved by the KPSC on June 30, 2015. Among other things, the proposed settlement provides for increases in the annual revenue requirements associated with KU base electricelectricity rates of $125 million and LG&E base gas rates of $7 million.  The annual revenue requirement associated with base electricelectricity rates at LG&E willwas not increase. Thechanged.  Although the settlement did not establish a specific return on equity with respect to the base rates, however an authorized 10% return on equity will be utilized in the ECR and GLT mechanisms.  The settlement agreement provides for deferred recovery of

38

costs associated with Green River Units 3 and 4 through their retirement.  The new regulatory asset will be amortized over three years. The settlement also provides regulatory asset treatment for the difference between pension expense currently booked in accordance with LG&E and KU's pension accounting policy and such anpension expense using a 15 year amortization period for actuarial gains and losses. The proposed settlement remains subject to KPSC approval. If approved, the new rates and all elements of the settlement would bebecame effective July 1, 2015.

 

KPSC Landfill Proceedings

On May 22, 2015, LG&E and KU filed an application with the KPSC for a declaratory order that the existing CPCN and ECR approvals regarding the initial phases of construction and rate recovery of the landfill for management of CCRs at the

39
Table of Contents

Trimble County Station remain in effect. The current design of the proposed landfill provides for construction in substantially the same location as originally proposed with approximately the same storage capacity and expected useful life. On May 20, 2015, the owner of an underground limestone mine filed a complaint with the KPSC requesting it to revoke the CPCN for the Trimble County landfill and limit recovery of costs for the Ghent Station landfill on the grounds that, as a result of cost increases, the proposed landfill no longer constitutes the least cost alternative for CCR management. The KPSC has initiated its own investigation, consolidated the proceedings, and ordered an accelerated procedural schedule. Although the companies continue to believe that the landfills at the Trimble County and Ghent stations are the least cost options and the CPCN and prior KPSC determinations provide the necessary regulatory authority to proceed with construction of the landfill and obtain cost recovery, LG&E and KU are currently unable to predict the outcome or impact of the pending proceedings.

Pennsylvania Activities(PPL and PPL Electric)

 

Act 11 authorizes 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, the use of a Distribution System Improvement Charge (DSIC). Such alternative ratemaking procedures and mechanisms provide opportunity for accelerated cost-recovery and, therefore, are important to PPL Electric as it is in a period of significant capital investment to maintain and enhance the reliability of its delivery system, including the replacement of aging distribution assets.

Rate Case Proceeding

 

On March 31, 2015, PPL Electric filed a request with the PUC for an increase in its annual distribution revenue requirement of approximately $167.5 million.  The proposal would result in a rate increase of 3.9% on a total bill basis and is expected to become effective on January 1, 2016.  PPL Electric's application includes a request for an authorized return-on-equity of 10.95%.  The application is based on a fully projected future test year of January 1, 2016 through December 31, 2016. PPL Electric cannot predict the outcome of this proceeding.

 

Distribution System Improvement Charge (DSIC)

 

Act 11 authorizes 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, the use of a DSIC. Such alternative ratemaking procedures and mechanisms provide opportunity for accelerated cost-recovery and, therefore, are important to PPL Electric as it is in a period of significant capital investment to maintain and enhance the reliability of its delivery system, including the replacement of aging distribution assets.

On March 31, 2015, PPL Electric filed a petition requesting a waiver of the DSIC cap of 5% of billed revenues and approval to increase the maximum allowable DSIC from 5% to 7.5% for service rendered after January 1, 2016. PPL Electric filed the petition concurrently with its 2015 rate case and is requesting that the PUCAdministrative Law Judge granted PPL Electric's request to consolidate these two proceedings. PPL Electric cannot predict the outcome of this proceeding.

 

Storm Damage Expense Rider (SDER)

 

In its December 28, 2012 final rate case order, the PUC directed PPL Electric to file a proposed SDER. The SDER is a reconcilable automatic adjustment clause under which PPL Electric annually will compare actual storm costs to storm costs allowed in base rates and refund or recoup any differences from customers. In March 2013, PPL Electric filed its proposed SDER with the PUC and, as part of that filing, requested recovery of the 2012 qualifying storm costs related to Hurricane Sandy. PPL Electric proposed that the SDER become effective January 1, 2013 at a zero rate with qualifying storm costs incurred in 2013 and the 2012 Hurricane Sandy costs included in rates effective January 1, 2014. In April 2014, the PUC issued a final order approving the SDER with a January 1, 2015 effective date and initially including actual storm costs compared to collections for December 2013 through November 2014. As a result, PPL Electric reduced its regulatory liability by $12 million in March 2014. Also, as part of the April 2014 order, PPL Electric was authorized to recover Hurricane Sandy storm damage costs through the SDER of $29 million over a three-year period beginning January 1, 2015.

 

On June 20, 2014, the Office of Consumer Advocate (OCA) filed a petition with the Commonwealth Court of Pennsylvania requesting that the Court reverse and remand the April 2014 order permitting PPL Electric to establish the SDER. This matter remains pending before the Commonwealth Court. On January 15, 2015, the PUC issued a final order closing an investigation related to an OCA complaint concerning PPL Electric's October 2014 preliminary SDER calculation and modified the effective date of the SDER to February 1, 2015.

40
Table of Contents

Smart Meter Rider (SMR)

 

Act 129 requires installation of smart meters for new construction, upon the request of consumers and at their cost, or on a depreciation schedule not exceeding 15 years. Under Act 129, EDCs are able to recover the costs of providing smart metering technology. All of PPL Electric's metered customers currently have advanced meters installed at their service locations capable of many of the functions required under Act 129. PPL Electric conducted pilot projects and technical evaluations of its current advanced metering technology and concluded that the current technology does not meet all of the requirements of Act 129. PPL Electric recovered the cost of its evaluations through a cost recovery mechanism, the Smart Meter Rider. In August 2013, PPL Electric filed with the PUC an annual report describing the actions it was taking under its Smart Meter Plan during 2013 and its planned actions for 2014. PPL Electric also submitted revised SMR charges that became effective January 1, 2014. OnIn June 30, 2014, PPL Electric filed its final Smart Meter Plan with the PUC. In that plan, PPL Electric proposes to replace all of its current meters with advanced meters that meet the Act 129 requirements. Full deployment of the new meters is expected to be complete by the end of 2019. The total cost of the project is estimated to

39

be approximately $450 million.million, of which approximately $328 million is expected to be capital. PPL Electric proposes to recover these costs through the SMR which the PUC previously has approved for recovery of such costs. On April 30, 2015, the Administrative Law Judge assigned by the PUC to review PPL Electric's Smart Meter Plan issued a recommended decision approving the plan with minor modifications. The recommended decision is subject to final approval by and remains pending before the PUC.

 

Federal Matters

 

FERC Wholesale Formula Rates(PPL, LKE and KU)

 

In September 2013, KU filed an application with the FERC to adjust the formula rate under which KU provides wholesale requirements power sales to 12 municipal customers. Among other changes, the application requests an amended formula whereby KU would charge cost-based rates with a subsequent true-up to actual costs, replacing the current formula which does not include a true-up. KU's application proposed an authorized return on equity of 10.7%. Certain elements, including the new formula rate, became effective April 23, 2014, subject to refund. In April 2014, nine municipalities submitted notices of termination, under the original notice period provisions, to cease taking power under the wholesale requirements contracts. Such terminations are to be effective in 2019, except in the case of one municipality with a 2017 effective date. In addition, a tenth municipality which has become a previously settled termination datetransmission-only customer as of 2016 has given notice that it will transfer service in June 2015. In July 2014, KU agreed on settlement terms with the two municipal customers that did not provide termination notices and filed the settlement proposal with the FERC for its approval. In August 2014, the FERC issued an order on the interim settlement agreement allowing the proposed rates to become effective pending a final order. If approved, the settlement agreement will resolve the rate case with respect to these two municipalities, including an authorizedapproval of the formula rate with a true-up provision and authorizing a return on equity of 10% or the return on equity awarded to other parties in this case, whichever is lower. Also inIn July 2014,2015, KU made a contractually required filing with the FERC that addressed certain rate recovery matters affectingand the nine terminating municipalities duringreached a settlement in principle which, subject to FERC approval, would resolve open matters, including providing for certain refunds, approving the remaining termformula rate with a true-up provision, and authorizing a 10.25% return on equity. An unresolved matter with one terminating municipality may be the subject of their contracts. KU and the terminating municipalities continue settlement discussions in this proceeding.further negotiations or proceedings. KU cannot currently predict the ultimate outcome of itsthese FERC applicationsproceedings regarding its wholesale power agreements with the municipalities.municipalities, but does not currently anticipate significant remaining refunds beyond amounts already recorded.

 

7. Financing Activities

 

Credit Arrangements and Short-term Debt

 

(All Registrants)

 

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

       March 31, 2015 December 31, 2014
                Letters of      Letters of
                Credit       Credit
                and       and
                Commercial       Commercial
       Expiration      Paper Unused   Paper
        Date Capacity Borrowed Issued Capacity Borrowed Issued
PPL                    
U.K.                    
 WPD Ltd.                    
  Syndicated Credit Facility Dec. 2016 £ 210 £ 130    £ 80 £ 103   
 WPD (South West)                    
  Syndicated Credit Facility July 2019   245         245      
 WPD (East Midlands)                    
  Syndicated Credit Facility July 2019   300   147      153   64   
 WPD (West Midlands)                    
  Syndicated Credit Facility July 2019   300         300      
 Uncommitted Credit Facilities     65    £ 5   60    £ 5
   Total U.K. Credit Facilities (a)   £ 1,120 £ 277 £ 5 £ 838 £ 167 £ 5
                           
4041
Table of Contents

 

 

 June 30, 2015 December 31, 2014
 Letters of   Letters of
 Credit  Credit
 and  and
 Commercial  Commercial
 Expiration   Paper Unused   Paper
  Date Capacity Borrowed Issued Capacity Borrowed Issued
PPLPPL          
U.K.U.K.          
WPD plc          
 Syndicated Credit Facility Dec. 2016 £ 210 £ 130   £ 80 £ 103 
WPD (South West)          
 Syndicated Credit Facility July 2019  245      245 
 March 31, 2015 December 31, 2014WPD (East Midlands)          
  Letters of    Letters of Syndicated Credit Facility July 2019  300  112    188  64   
 Credit  CreditWPD (West Midlands)          
 and  and Syndicated Credit Facility July 2019  300      300 
 Commercial  CommercialUncommitted Credit Facilities     65    £ 4   61   £ 5
 Expiration   Paper Unused   Paper  Total U.K. Credit Facilities (a)   £ 1,120 £ 242 £ 4 £ 874 £ 167 £ 5
  Date Capacity Borrowed Issued Capacity Borrowed Issued                 
U.S.U.S.   U.S.   
PPL Capital Funding   PPL Capital Funding   
 Syndicated Credit Facility July 2019 $ 300  $ 300     Syndicated Credit Facility July 2019 $ 300  $ 300    
 Syndicated Credit Facility Nov. 2018   300    300     Syndicated Credit Facility Nov. 2018   300    300    
 Bilateral Credit Facility Mar. 2016   150   $ 32  118 $ 21 Bilateral Credit Facility Mar. 2016   150   $ 20  130 $ 21
 Uncommitted Credit Facility     65      1   64     1 Uncommitted Credit Facility     65      1   64     1
 Total PPL Capital Funding Credit Facilities $ 815    $ 33 $ 782    $ 22 Total PPL Capital Funding Credit Facilities $ 815    $ 21 $ 794    $ 22
                     
PPL Energy Supply            
 Syndicated Credit Facility (b) Nov. 2017 $ 3,000 $ 600 $ 267 $ 2,133 $ 630 $ 121
            
PPL ElectricPPL Electric          PPL Electric          
Syndicated Credit Facility July 2019 $ 300    $ 86 $ 214    $ 1Syndicated Credit Facility July 2019 $ 300    $ 169 $ 131    $ 1
                    
LKELKE          LKE          
Syndicated Credit Facility (b) Oct. 2018 $ 75 $ 75       $ 75   Syndicated Credit Facility (b) Oct. 2018 $ 75 $ 75       $ 75   
��          
          
LG&ELG&E          LG&E          
Syndicated Credit Facility July 2019 $ 500    $ 216 $ 284    $ 264Syndicated Credit Facility July 2019 $ 500    $ 259 $ 241    $ 264
                          
KUKU          KU          
Syndicated Credit Facility July 2019 $ 400   $ 193 $ 207 $ 236Syndicated Credit Facility July 2019 $ 400   $ 227 $ 173 $ 236
Letter of Credit Facility Oct. 2017   198      198        198Letter of Credit Facility Oct. 2017   198      198        198
 Total KU Credit Facilities   $ 598    $ 391 $ 207    $ 434 Total KU Credit Facilities   $ 598    $ 425 $ 173    $ 434

 

(a)WPD Ltd.'splc's amounts borrowed at March 31,June 30, 2015 and December 31, 2014 were USD-denominated borrowings of $200 million and $161 million, which bore interest at 1.87%1.89% and 1.86%. WPD (East Midlands) amounts borrowed at March 31,June 30, 2015 and December 31, 2014 were GBP-denominated borrowings which equated to $226$171 million and $100 million, which bore interest at 1.00%1.01% for both periods. At March 31,June 30, 2015, the unused capacity under the U.K. credit facilities was $1.3 billion.
(b)At March 31, 2015, PPL Energy Supply's and LKE's interest rates on outstanding borrowings were 2.12%at June 30, 2015 and 1.68%. At December 31, 2014, PPL Energy Supply's and LKE's interest rates on outstanding borrowings were 2.05%1.44% and 1.67%.

(PPL)

PPL Energy Supply's Letter of Credit Facility and Uncommitted Credit Facilities that existed at December 31, 2014 have either expired or matured during the first quarter of 2015. Any previously issued letters of credit under these facilities were either terminated or reissued under the PPL Energy Supply Syndicated Credit Facility at March 31, 2015.

(All Registrants)

 

PPL Electric, LG&E and KU maintain commercial paper programs to provide an additional financing source to fund short-term liquidity needs, as necessary. Commercial paper issuances, included in "Short-term debt" on the Balance Sheets, are supported by the respective Registrant's Syndicated Credit Facility.The following commercial paper programs were in place at:

 

       March 31, 2015 December 31, 2014
       Weighted -    Commercial   Weighted - Commercial
       Average    Paper Unused Average Paper
       Interest Rate Capacity Issuances Capacity Interest Rate Issuances
                        
 PPL Electric 0.57% $ 300 $ 85 $ 215      
 LG&E 0.63%   350   216   134  0.42% $ 264
 KU 0.62%   350   193   157  0.49%   236
   Total   $ 1,000 $ 494 $ 506    $ 500

(PPL)

PPL Energy Supply maintains a $500 million Facility Agreement expiring June 2017, which provides PPL Energy Supply the ability to request up to $500 million of committed letter of credit capacity at fees to be agreed upon at the time of each request, based on certain market conditions. At March 31, 2015, PPL Energy Supply had not requested any capacity for the issuance of letters of credit under this arrangement.

       June 30, 2015 December 31, 2014
       Weighted -    Commercial   Weighted - Commercial
       Average    Paper Unused Average Paper
       Interest Rate Capacity Issuances Capacity Interest Rate Issuances
                        
 PPL Electric 0.42% $ 300 $ 168 $ 132      
 LG&E 0.49%   350   259   91  0.42% $ 264
 KU 0.48%   350   227   123  0.49%   236
   Total   $ 1,000 $ 654 $ 346    $ 500

 

4142
Table of Contents

PPL Energy Supply, PPL EnergyPlus, PPL Montour and PPL Brunner Island maintain an $800 million secured energy marketing and trading facility, whereby PPL EnergyPlus will receive credit to be applied to satisfy collateral posting obligations related to its energy marketing and trading activities with counterparties participating in the facility. The credit amount is guaranteed by PPL Energy Supply, PPL Montour and PPL Brunner Island. PPL Montour and PPL Brunner Island have granted liens on their respective generating facilities to secure any amount they may owe under their guarantees. The facility expires in November 2019, but is subject to automatic one-year renewals under certain conditions. There were $88 million of secured obligations outstanding under this facility at March 31, 2015.

(LKE)

 

See Note 11 for discussion of intercompany borrowings.

 

(PPL)

 

At-the-MarketAt-The-Market Stock Offering Program

 

OnIn February 26, 2015, PPL entered into two separate equity distribution agreements, pursuant to which PPL may sell, from time to time, up to an aggregate of $500 million of its common stock. During the periodthree and six months ended March 31,June 30, 2015, no salesPPL issued 421,700 shares of common stock under the equity distribution agreements were made.program at an average price of $33.73 per share, receiving net proceeds of $14 million.

 

Distributions

 

In FebruaryMay 2015, PPL declared its quarterly common stock dividend, payable AprilJuly 1, 2015, at 37.25 cents per share (equivalent to $1.49 per annum). On August 3, 2015, PPL announced that the company is increasing its common stock dividend to 37.75 cents per share on a quarterly basis (equivalent to $1.51 per annum). The increased dividend will be payable on October 1, 2015 to shareowners of record as of September 10, 2015. Future dividends, declared at the discretion of the Board of Directors, will depend upon future earnings, cash flows, financial and legal requirements and other factors. See Note 8 for information regarding the June 1, 2015 distribution to PPL's shareowners of a newly formed entity, Holdco, which at closing owned all of the membership interests of PPL Energy Supply and all of the common stock of Talen Energy.

 

8. Acquisitions, Development and Divestitures

 

(All Registrants)

 

The Registrants from time to time evaluate opportunities for potential acquisitions, divestitures and development projects. Development projects are reexamined based on market conditions and other factors to determine whether to proceed with the projects, sell, cancel or expand them, execute tolling agreements or pursue other options. Any resulting transactions may impact future financial results. See Note 8 in the 2014 Form 10-K for additional information.

 

(PPL)

DivestituresDiscontinued Operations

Anticipated Spinoff of PPL Energy Supply

 

In June 2014,PPL and PPL Energy Supply executed definitive agreements with affiliates of Riverstone to spin off PPL Energy Supply and immediately combine theirit with Riverstone's competitive power generation businesses intoto form a new, stand-alone, publicly traded company named Talen Energy. UnderThe transaction was subject to customary closing conditions, including receipt of regulatory approvals from the termsNRC, FERC, DOJ and PUC, all of which were received by mid-April 2015. On April 29, 2015, PPL's Board of Directors declared the agreements, at closing, PPL will spin offJune 1, 2015 distribution to PPLPPL's shareowners of record on May 20, 2015 of a newly formed entity, Holdco, which at such time will ownclosing owned all of the membership interests of PPL Energy Supply and all of the common stock of Talen Energy.

Immediately following the spinoff on June 1, 2015, Holdco will mergemerged with a special purpose subsidiary of Talen Energy, with Holdco continuing as the surviving company to the merger and as a wholly owned subsidiary of Talen Energy and the sole owner of PPL Energy Supply. Substantially contemporaneous with the spinoff and merger, RJS Power will bewas contributed by its owners to become a subsidiary of Talen Energy. PPL shareowners received approximately 0.1249 shares of Talen Energy common stock for each share of PPL common stock they owned on May 20, 2015. Following completion of these transactions, PPL shareowners will ownowned 65% of Talen Energy and affiliates of Riverstone will ownowned 35%. PPL will have no continuing ownership interest in, control of, or affiliation with Talen Energy. The transaction is intended to be tax-free to PPL and its shareowners for U.S. federal income tax purposes and is subject to customary closing conditions, including receipt of required regulatory approvals from the NRC, FERC, DOJ and PUC, all of which were received by mid-April 2015. In addition, there must be available, subject to certain conditions, at least $1 billion of undrawn credit capacity under a revolving credit or similar facility of Talen Energy or one or more of its subsidiaries. Any letters of credit or other credit support measures posted in connection with energy marketing and trading transactions at the time of the spinoff are excluded from this calculation.

In connection with the FERC approval, PPL and RJS Power agreed thatwithin 12 months after closing of the transaction, Talen Energy will divest approximately 1,300 MW of generating assets in one of two groups of assets (from PPL Energy

42

Supply's existing portfolio, this includes either the Holtwood and Wallenpaupack hydroelectric facilities or the Ironwood facility), and limit PJM energy market offers from assets it would retain in the other group to cost-based offers.

On April 29, 2015, PPL's Board of Directors declared the distribution of Holdco to PPL's shareowners of record on May 20, 2015, with the spinoff to occur on June 1, 2015. Based on the number of shares of PPL common stock outstanding at April 29, 2015, the distribution ratio is expected to be approximately 0.125 shares of Talen common stock for each share of PPL common stock. The final ratio will be determined after the record date. The spinoff will havehad no effect on the number of PPL common shares owned by PPL shareowners or the number of shares of PPL common stock outstanding. The transaction is intended to be tax-free to PPL and its shareowners for U.S. federal income tax purposes.

PPL has no continuing ownership interest in, control of, or affiliation with Talen Energy and Talen Energy Supply (formerly PPL Energy Supply).

43
Table of Contents

Loss on Spinoff

In conjunction with the accounting for the spinoff, PPL evaluated whether the fair value of the Supply segment's net assets was less than the carrying value as of the June 1, 2015 spinoff date.

PPL considered several valuation methodologies to derive a fair value estimate of its Supply segment at the spinoff date. These methodologies included considering the closing "when-issued" Talen Energy market value on June 1, 2015 (the spinoff date), adjusted for the proportional share of the equity value attributable to the Supply segment, as well as, the valuation methods consistently used in PPL's goodwill impairment assessments - an income approach using a discounted cash flow analysis of the Supply segment and an alternative market approach considering market multiples of comparable companies.

Although the market value of Talen Energy approach utilized the most observable inputs of the three approaches, PPL considered certain limitations of the "when-issued" trading market for the spinoff transaction including the short trading duration, lack of liquidity in the market and anticipated initial Talen stock ownership base selling pressure, among other factors, and concluded that these factors limit this input being solely determinative of the fair value of the Supply segment. As such, PPL also considered the other valuation approaches in estimating the overall fair value, but ultimately assigned the highest weighting to the Talen Energy market value approach.

The following table summarizes PPL's fair value analysis:

     Weighted
      Fair Value
Approach  Weighting (in billions)
       
Talen Energy Market Value  50% $ 1.4
Income/Discounted Cash Flow  30%   1.1
Alternative Market (Comparable Company)  20%   0.7
Estimated Fair Value    $ 3.2

A key assumption included in the fair value estimate is the application of a control premium of 25% in the two market approaches. PPL concluded it was appropriate to apply a control premium in these approaches as the goodwill impairment testing guidance was followed in determining the estimated fair value of the Supply segment which has historically been a reporting unit for PPL. This guidance provides that the market price of an individual security (and thus the market capitalization of a reporting unit with publically traded equity securities) may not be representative of the fair value of the reporting unit. This guidance also indicates that substantial value may arise to a controlling shareholder from the ability to take advantage of synergies and other benefits that arise from control over another entity, and that the market price of a Company's individual share of stock does not reflect this additional value to a controlling shareholder. Therefore, the quoted market price need not be the sole measurement basis for determining the fair value, and including a control premium is appropriate in measuring the fair value of a reporting unit.

In determining the control premium, PPL reviewed premiums received during the last five years in market sales transactions obtained from observable independent power producer and hybrid utility transactions greater than $1 billion. Premiums for these transactions ranged from 5% to 42% with a median of approximately 25%. Given these metrics, PPL concluded a control premium of 25% to be reasonable for both of the market valuation approaches used.

Assumptions used in the discounted cash flow analysis included forward energy prices, forecasted generation, and forecasted operation and maintenance expenditures that were consistent with assumptions used in the Energy Supply portion of the recent Talen Energy business planning process and a market participant discount rate.

Using these methodologies and weightings, PPL determined the estimated fair value of the Supply segment (Classified as Level 3) was below its carrying value of $4.1 billion and recorded a loss on the spinoff of $879 million, which is reflected in discontinued operations and is nondeductible for tax purposes. This amount served to reduce the basis of the net assets accounted for as a dividend at the June 1, 2015 spinoff date.

Costs of Spinoff

 

Following the announcement of the transaction to form Talen Energy, efforts were initiated to identify the appropriate staffing for Talen Energy and for PPL and its subsidiaries following completion of the spinoff.  Organizational plans were substantially completed in 2014. The new organizational plans identified the need to resize and restructure the organizations and as a result, in 2014, estimated charges for employee separation benefits were recorded. See Note 8 in the 2014 Form 10-K for additional information. The separation benefits include cash severance compensation, lump sum COBRA

44
Table of Contents

reimbursement payments and outplacement services.  Most separations and payment of separation benefits are expected to be completed by the end of 2015. At March 31,June 30, 2015 and December 31, 2014, the recorded liabilities related to the separation benefits were $19$13 million and $30$21 million, which are included in "Other current liabilities" on the Balance Sheets.

 

Additional employee-related costs to be incurred primarily include accelerated stock-based compensation and pro-rated performance-based cash incentive and stock-based compensation awards, primarily for PPL Energy Supply employees and for PPL Services employees who have becomebecame PPL Energy Supply employees in connection with the transaction. ThesePPL Energy Supply recognized $24 million of these costs will be recognized at the spinoff closing date.date which are reflected in discontinued operations.

As the vesting for all PPL estimates these additionalEnergy Supply employees was accelerated and all remaining unrecognized compensation expense accelerated concurrently with the spinoff, PPL does not expect to recognize significant future compensation costs for equity awards held by former PPL Energy Supply employees. PPL's future stock-based compensation expense will not be significantly impacted by equity award adjustments that occurred as a result of the spinoff. Stock-based compensation expense recognized in future periods will correspond to the rangeunrecognized compensation expense as of $30 million to $40 million.the date of the spinoff. Unrecognized compensation expense as of the date of the spinoff reflects the unamortized balance of the original grant date fair value of the equity awards held by PPL employees.

PPL recorded $6$36 million and $42 million of third-party costs related to this transaction during the three and six months ended March 31, 2015 related to this transaction.June 30, 2015. Of these costs, $2$29 million and $31 million were primarily for bank advisory, legal and accounting fees to facilitate the transaction, and are recordedreflected in "Other Income (Expense) - net" on the Statement of Income.discontinued operations. An additional $4$7 million and $11 million of consulting and other costs were incurred to readyprepare the new Talen Energy organization for the spinoff and reconfigure the remaining PPL service functions. These costs are primarily recorded in "Other operation and maintenance" on the Statement of Income. PPL recorded $27$16 million of third-party costs in 2014 related to this transaction. PPL currently estimates a range of totaltransaction during the three and six months ended June 30, 2014. No significant additional third-party costs that will ultimatelyare expected to be incurred of between $60 million and $70 million.incurred.

 

The assets and liabilities of PPL's Supply segment will continue to be classified as "held and used" on PPL's Balance Sheet until the closing of the transaction, at which time the operations of the Supply segment will be classified as discontinued operations. At the close of the transaction, $72 million ($42million after-tax) of cash flow hedges, primarily unamortized losses on PPL interest rate swaps recorded in AOCI and designated as cash flow hedges of PPL Energy Supply's future interest payments, will bewere reclassified into earnings and reflected in discontinued operations. The amount of these unamortized losses deferred in AOCI at March 31, 2015 was $55 million after-tax.

 

Continuing Involvement

As a result of the spinoff, PPL and PPL Energy Supply entered into a Transition Services Agreement (TSA) which terminates no later than two years from the spinoff date. The TSA sets forth the terms and conditions for PPL and Talen Energy to provide certain transition services to one another. PPL will provide Talen Energy certain information technology, financial and accounting, human resource and other specified services. For the period June 1, 2015 to June 30, 2015, the amounts PPL billed Talen Energy for these services were not significant. In conductinggeneral, the fees for the transition services allow the provider to recover its cost of the services, including overheads, but without margin or profit.

Additionally, prior to the spinoff, through the annual goodwill impairment assessmentcompetitive solicitation process, PPL EnergyPlus was awarded supply contracts for a portion of the PLR generation supply for PPL Electric, which were retained by Talen Energy Marketing as part of the spinoff transaction. PPL Electric's supply contracts with Talen Energy Marketing extend through December 2015. The energy purchases were previously included in PPL Electric's Statements of Income as "Energy purchases from affiliate" but were eliminated in PPL's Consolidated Statements of Income.

For the fourth quarterperiod June 1, 2015 to June 30, 2015, PPL Electric's energy purchases from Talen Energy Marketing were not significant and are no longer considered affiliate transactions.

Summarized Results of 2014 for its Supply segment reporting unit, PPL determined that the estimated fair valueDiscontinued Operations

The operations of the Supply segment exceeded its carrying valueare included in "Income (Loss) from Discontinued Operations (net of income taxes)" on the Statements of Income. Following are the components of Discontinued Operations in the Statements of Income for the periods ended June 30:

45
Table of Contents

 Three Months Six Months
 2015 2014 2015 2014
            
Operating revenues$ 483 $ 1,046 $ 1,427 $ 118
Operating expenses  561   1,006   1,328   164
Other Income (Expense) - net  (29)   (8)   (22)   (2)
Interest Expense (a)  112   50   150   98
Income (loss) before income taxes  (219)   (18)   (73)   (146)
Income tax expense (benefit)  (91)   (17)   (40)   (72)
Loss on spinoff  (879)      (879)   
Income (Loss) from Discontinued Operations (net of income taxes)$ (1,007) $ (1) $ (912) $ (74)

(a)Includes interest associated with the Supply Segment with no additional allocation as the Supply segment was sufficiently capitalized.

Summarized Assets and no impairment was recognized. PPL had not identified any indicatorsLiabilities of impairment as of March 31, 2015, but cannot predict whether an impairment loss will be recorded at the spinoff date. An impairment loss would be recognized by PPL at the spinoff date if the aggregate carrying amount of the Supply segment'sDiscontinued Operations

The assets and liabilities exceed their aggregate fair value at that dateof PPL's Supply segment for all periods prior to the spinoff are included in "Current assets of discontinued operations", "Noncurrent assets of discontinued operations", "Current liabilities of discontinued operations" and would be reflected in"Noncurrent liabilities of discontinued operations. Uponoperations" on PPL's Balance Sheet. Net assets, after recognition of the loss on spinoff, of $3.2 billion were distributed to PPL shareowners on June 1, 2015, as a result of the completion of this transaction,the spinoff of PPL will no longer have a Supply segment.Energy Supply. The following major classes of assets and liabilities were distributed and removed from PPL's Balance Sheet on June 1, 2015. Additionally, the following major classes of assets and liabilities were reclassified to discontinued operations as of December 31, 2014:

 

     Discontinued
  Distribution at Operations at
  June 1, December 31,
  2015 2014
Cash and cash equivalents (a) $ 371 $ 352
Restricted cash and cash equivalents   156   176
Accounts receivable and unbilled revenues   325   504
Fuels, materials and supplies   415   455
Price risk management assets   784   1,079
Other current assets   65   34
Total Current Assets   2,116   2,600
       
Investments   999   980
PP&E, net   6,384   6,428
Goodwill   338   338
Other intangibles   260   257
Price risk management assets   244   239
Other noncurrent assets   78   75
Total Noncurrent Assets   8,303   8,317
       
Total assets $ 10,419 $ 10,917
       
Short-term debt and long-term debt due within one year $ 885 $ 1,165
Accounts payable   252   361
Price risk management liabilities   763   1,024
Other current liabilities   229   225
Total Current Liabilities   2,129   2,775
       
Long-term debt (excluding current portion)   1,932   1,683
Deferred income taxes   1,259   1,223
Price risk management liabilities   206   193
Accrued pension obligations   244   299
Asset retirement obligations   443   415
Other deferred credits and noncurrent liabilities   103   150
Total Noncurrent Liabilities   4,187   3,963
       
Total liabilities $ 6,316 $ 6,738
Adjustment for loss on spinoff   879   
Net assets distributed $ 3,224   

Discontinued Operations

(a)The distribution of PPL Energy Supply's cash and cash equivalents at June 1, 2015 is included in "Net cash provided by (used in) financing activities - discontinued operations" on the Statement of Cash Flows for the six months ended June 30, 2015.
46
Table of Contents

 

Montana Hydro Sale

 

In November 2014, PPL Montana completed the sale to NorthWestern of 633 MW of hydroelectric generating facilities located in Montana for approximately $900 million in cash. The proceeds will remainfrom the sale remained with PPL and did not transfer to Talen Energy as a result of the spinoff.spinoff of PPL Energy Supply. The sale included 11 hydroelectric power facilities and related assets, included in the Supply segment.

 

Following areAs the Montana hydroelectric power facilities were previously reported as a component of PPL Energy Supply and the Supply Segment, the components of Discontinued Operationsdiscontinued operations for these facilities contained in the StatementStatements of Income forare included in the three months ended March 31.

43

2014
Operating revenues$ 29
Interest expense (a) 2
Income (loss) before income taxes (b) (10)
Income (Loss) from Discontinued Operations (net of income taxes) (b) (8)

(a)Represents allocated interest expense based upon the discontinued operations share of the net assets of PPL Energy Supply.
(b)Includes an impairment charge related to the Kerr Dam Project. See Note 13 for additional information.

Developmentdisclosure above.

 

Development

Future Capacity Needs(PPL, LKE, LG&E and KU)

 

Construction activity is nearing completion and testing is in progress on the previously announced NGCC unit, Cane Run Unit 7 scheduled to be operational in the second quarter ofwas put into commercial operation on June 19, 2015. On March 31, 2015, LG&E retired an olderone coal-fired generating unit at the Cane Run plant in March 2015 and anticipates retiringretired the remaining two coal-fired generating units at the Cane Run plant in the third quarterJune 2015. LG&E incurred costs of 2015. There$11 million directly related to these retirements consisting of an inventory write-down and separation benefits. However, there were no significantgains or losses related to this retirement.on the retirement of these units.

 

In October 2013, LG&E and KU announced plans for a 10 MW solar generation facility to be operational in 2016 at a cost of approximately $36 million. In December 2014, a final order was issued by the KPSC approving the request to construct the solar generating facility at E.W. Brown.

 

9. Defined Benefits

 

(PPL)

PPL performed a remeasurement of the assets and the obligations for the PPL Retirement Plan and PPL Postretirement Benefit plans as of May 31, 2015 to allow for separation of those plans for PPL and Talen Energy as required in accordance with the spinoff transaction agreements. The net pension obligations for all active PPL Energy Supply employees and for individuals who terminated employment from PPL Energy Supply on or after July 1, 2000 were distributed and removed from PPL's Balance Sheet. The net other postretirement benefit obligations for all active PPL Energy Supply employees were distributed and removed from PPL's Balance Sheet. In addition, the net nonqualified pension plan obligations for all PPL Energy Supply active and inactive employees were retained by PPL. As a result, PPL distributed and removed from its Balance Sheet $244 million of net accrued pension obligations and $7 million of other postretirement benefit obligations. See Note 8 for additional information on the spinoff of PPL Energy Supply.

(PPL, LKE and LG&E)

 

Certain net periodic defined benefit costs are applied to accounts that are further distributed between capital and expense, including certain costs allocated to applicable subsidiaries for plans sponsored by PPL Services and LKE.Following are the net periodic defined benefit costs (credits) of the plans sponsored by PPL and its subsidiaries, LKE and its subsidiaries and LG&E for the periods ended March 31:June 30:

 

    Pension Benefits Other Postretirement Benefits
    U.S. U.K.  
    2015 2014 2015 2014 2015 2014
PPL                  
Service cost $ 32 $ 26 $ 20 $ 18 $ 4 $ 3
Interest cost   59   59   79   88   7   8
Expected return on plan assets   (79)   (74)   (131)   (130)   (7)   (6)
Amortization of:                  
  Prior service cost   2   5            
  Actuarial (gain) loss   25   7   39   33      
Net periodic defined benefit costs (credits) $ 39 $ 23 $ 7 $ 9 $ 4 $ 5
                     
LKE                  
Service cost $ 7 $ 6       $ 1 $ 1
Interest cost   17   17         2   2
Expected return on plan assets   (22)   (20)         (1)   (1)
Amortization of:                  
  Prior service cost   2   1         1   1
  Actuarial (gain) loss   8   3            
Net periodic defined benefit costs (credits) $ 12 $ 7       $ 3 $ 3
                     
LG&E                  
Interest cost $ 3 $ 4            
Expected return on plan assets   (5)   (5)            
Amortization of:                  
  Prior service cost   1   1            
  Actuarial (gain) loss   3   1            
Net periodic defined benefit costs (credits) $ 2 $ 1            
    Pension Benefits
    Three Months Six Months
    U.S. U.K. U.S. U.K.
    2015 (b) 2014 (c) 2015 2014 2015 (b) 2014 (c) 2015 2014
PPL                        
Service cost $ 26 $ 24 $ 19 $ 18 $ 56 $ 49 $ 39 $ 36
Interest cost   52   56   77   90   110   112   156   178
Expected return on plan assets   (69)   (72)   (129)   (132)   (145)   (144)   (260)   (262)
Amortization of:                        
  Prior service cost   2   5         4   10      
  Actuarial (gain) loss   22   7   40   33   47   14   79   66
Net periodic defined benefit                        
 costs (credits) prior to                        
 termination benefits   33   20   7   9   72   41   14   18
47
Table of Contents

    Pension Benefits
    Three Months Six Months
    U.S. U.K. U.S. U.K.
    2015 (b) 2014 (c) 2015 2014 2015 (b) 2014 (c) 2015 2014
Termination benefits (a)      20            20      
Net periodic defined benefit                        
 costs (credits) $ 33 $ 40 $ 7 $ 9 $ 72 $ 61 $ 14 $ 18
           
    Pension Benefits
    Three Months Six Months
    2015 2014 2015 2014
LKE            
Service cost $ 6 $ 5 $ 13 $ 11
Interest cost   17   16   34   33
Expected return on plan assets   (22)   (21)   (44)   (41)
Amortization of:            
  Prior service cost   2   1   4   2
  Actuarial (gain) loss   9   3   17   6
Net periodic defined benefit costs (credits) $ 12 $ 4 $ 24 $ 11
               
LG&E            
Service cost $ 1 $ 1 $ 1 $ 1
Interest cost   4   3   7   7
Expected return on plan assets   (5)   (5)   (10)   (10)
Amortization of:            
  Prior service cost         1   1
  Actuarial (gain) loss   3   2   6   3
Net periodic defined benefit costs (credits) $ 3 $ 1 $ 5 $ 2

(a)Includes termination benefits of $4 million for PPL Electric. The remaining $16 million relates to PPL Energy Supply and is reflected in discontinued operations.
(b)For the three and six months ended June 30, 2015, the total net periodic defined benefit cost include $7 million and $18 million reflected in discontinued operations related to costs allocated from PPL's plans to PPL Energy Supply prior to the spinoff.
(c)For the three and six months ended June 30, 2014, the total net periodic defined benefit cost include $23 million and $28 million reflected in discontinued operations related to costs allocated from PPL's plans to PPL Energy Supply.

   Other Postretirement Benefits
   Three Months Six Months
   2015 2014 2015 2014
PPL            
Service cost $ 3 $ 3 $ 7 $ 6
Interest cost   7   8   14   16
Expected return on plan assets   (7)   (7)   (14)   (13)
Net periodic defined benefit costs (credits) $ 3 $ 4 $ 7 $ 9
              
LKE            
Service cost $ 2 $ 1 $ 3 $ 2
Interest cost   3   3   5   5
Expected return on plan assets   (2)   (2)   (3)   (3)
Amortization of:            
 Prior service cost         1   1
Net periodic defined benefit costs (credits) $ 3 $ 2 $ 6 $ 5

 

(PPL Electric, LG&E and KU)

 

In addition to the specific plans it sponsors, LG&E is allocated costs of defined benefit plans sponsored by LKE based on its participation in those plans, which management believes are reasonable. PPL Electric and KU do not directly sponsor any defined benefit plans. PPL Electric is allocated costs of defined benefit plans sponsored by PPL Services and KU is allocated

44

costs of defined benefit plans sponsored by LKE based on their participation in those plans, which management believes are reasonable.For the periods ended March 31,June 30, PPL Services allocated the following net periodic defined benefit costs to PPL Electric, and LKE allocated the following net periodic defined benefit costs to LG&E and KU.

 

    Three Months
      2015 2014
     ��       
PPL Electric       $ 8 $ 5
             
LG&E         3   2
KU         5   3
  Three Months Six Months
  2015 2014 2015 2014
             
PPL Electric (a) $ 8 $ 10 $ 16 $ 15
LG&E   4   2   7   4
KU   4   1   9   4

48
Table of Contents
(a)The three and six months ended June 30, 2014 include $4 million of termination benefits for PPL Electric related to a one-time voluntary retirement window offered to certain bargaining unit employees.

 

10. Commitments and Contingencies

(PPL)

 

All commitments, contingencies and contingencies related toguarantees associated with PPL Energy Supply and its subsidiaries will remain with PPLwere retained by Talen Energy Supply and its subsidiaries at the spinoff date without recourse except as otherwise provided in the definitive agreements entered into in connection with the spinoff of Talen Energy.to PPL.

 

Energy Purchase Commitments

(PPL Electric)

See Note 11 for information on the power supply agreements between PPL EnergyPlus and PPL Electric.

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.

 

WKE Indemnification(PPL and LKE)

 

See footnote (f)(e) to the table in "Guarantees and Other Assurances" below for information on an LKE indemnity relating to its former WKE lease, including related legal proceedings.

(PPL)

Sierra Club Litigation

On March 6, 2013, the Sierra Club and MEIC filed a complaint in the U.S. District Court, District of Montana, Billings Division against PPL Montana and the other Colstrip Steam Electric Station (Colstrip) co-owners: Avista Corporation, Puget Sound Energy, Portland General Electric Company, NorthWestern and PacifiCorp.  PPL Montana operates Colstrip on behalf of the co-owners.  The complaint alleges certain violations of the Clean Air Act, including New Source Review, Title V and opacity requirements and listed 39 separate claims for relief.  The complaint requests injunctive relief and civil penalties on average of $36,000 per day per violation, including a request that the owners remediate environmental damage and that $100,000 of the civil penalties be used for beneficial mitigation projects.

In July 2013, the Sierra Club and MEIC filed an additional Notice of Intent to Sue, identifying additional plant projects that are alleged not to be in compliance with the Clean Air Act and, in September 2013, filed an amended complaint. The amended complaint dropped all claims regarding pre-2001 plant projects, as well as the plaintiffs' Title V and opacity claims. It did, however, add claims with respect to a number of post-2000 plant projects, which effectively increased the number of projects subject to the litigation by about 40. PPL Montana and the other Colstrip owners filed a motion to dismiss the amended complaint in October 2013. In May 2014, the court dismissed the plaintiffs' independent Best Available Control Technology claims and their Prevention of Significant Deterioration (PSD) claims for three projects, but denied the owners' motion to dismiss the plaintiffs' other PSD claims on statute of limitation grounds. On August 27, 2014, the Sierra Club and MEIC filed a second amended complaint. This complaint includes the same causes of action articulated in the first amended complaint, but alleges those claims in regard to only eight projects at the plant between 2001 and 2013. On September 26, 2014, the Colstrip owners filed an answer to the second amended complaint. Discovery has been completed. In April 2015,

45

the plaintiffs indicated they intend to pursue claims related to only four of the remaining projects. In January 2015, trial as to liability in this matter was rescheduled to November 16, 2015. A trial date with respect to remedies, if there is a finding of liability, has not been scheduled. PPL believes it and the other co-owners have numerous defenses to the allegations set forth in this complaint and will vigorously assert the same. PPL cannot predict the ultimate outcome of this matter at this time.

Notice of Intent to File Suit

In October 2014, PPL Energy Supply received a notice letter from the Chesapeake Bay Foundation (CBF) alleging violations of the Clean Water Act and Pennsylvania Clean Streams Law at the Brunner Island generation plant. The letter was sent to PPL Brunner Island and the PADEP and is intended to provide notice of the alleged violations and CBF's intent to file suit in Federal court after expiration of the 60 day statutory notice period.  Among other things, the letter alleges that PPL Brunner Island failed to comply with the terms of its National Pollutant Discharge Elimination System permit and associated regulations related to the application of nutrient credits to the facility's discharges of nitrogen into the Susquehanna River.  The letter also alleges that PADEP has failed to ensure that credits generated from nonpoint source pollution reduction activities that PPL Brunner Island applies to its discharges meet the eligibility and certification requirements under PADEP's nutrient trading program regulations.  If a court-approved settlement cannot be reached, CBF plans to seek injunctive relief, monetary penalties, fees and costs of litigation. PPL cannot predict the outcome of this matter.

Proposed Legislation - Pacific Northwest

In the first quarter of 2015, legislation was proposed in the State of Oregon to eliminate, over time, the sale of electricity in Oregon from coal-fired generating facilities, and in the State of Washington to provide a means of cost recovery to utility owners of coal-fired generating facilities who commit to retire such facilities. Both proposals are in early stages of consideration and PPL cannot predict whether any legislation seeking to achieve the objectives of the Oregon or Washington legislation will be enacted. Were such legislation to be enacted as proposed, such laws, either individually or collectively, would not be expected to have a material adverse effect on PPL's financial condition or results of operation.

 

(PPL, LKE and LG&E)

 

Cane Run Environmental Claims

 

In December 2013, six residents, on behalf of themselves and others similarly situated, filed a class action complaint against LG&E and PPL in the U.S. District Court for the Western District of Kentucky alleging violations of the Clean Air Act and RCRA. In addition, these plaintiffs assert common law claims of nuisance, trespass and negligence. These plaintiffs seek injunctive relief and civil penalties, plus costs and attorney fees, for the alleged statutory violations. Under the common law claims, these plaintiffs seek monetary compensation and punitive damages for property damage and diminished property values for a class consisting of residents within four miles of the plant. In their individual capacities, these plaintiffs seek compensation for alleged adverse health effects. In response to a motion to dismiss filed by PPL and LG&E, in July 2014, the court dismissed the plaintiffs' RCRA claims and all but one of its Clean Air Act claims,claim, but declined to dismiss their common law tort claims. Upon motion of LG&E and PPL, the district court certified for appellate review the issue of whether the state common law claims are preempted by federal statute. In December 2014, the U.S. Court of Appeals for the Sixth Circuit issued an order granting appellate review regarding the above matter and such issues as may appropriately be presented by the parties and determined by the court. Oral argument is scheduled for August 2015. PPL, LKE and LG&E cannot predict the outcome of this matter or the potential impact on operations of the Cane Run plant.matter. LG&E retired one coal-fired unit at the Cane Run plant in March 2015 and anticipates retiring the remaining two coal-fired units at the Cane Run plant in the third quarter ofJune 2015.

 

Mill Creek Environmental Claims

 

In May 2014, the Sierra Club filed a citizen suit against LG&E in the U.S. District Court for the Western District of Kentucky for alleged violations of the Clean Water Act. The Sierra Club alleges that various discharges at the Mill Creek plant constitute violations of the plant's water discharge permit. The Sierra Club seeks civil penalties, injunctive relief, plus costs and attorney's fees. The parties have filedIn July 2015, the Court held a hearing regarding various cross-motions for summary judgment which are pending before the court.pending. PPL, LKE and LG&E cannot predict the outcome of this matter or the potential impact on the operations of the Mill Creek plant but believe the plant is operating in compliance with the permits.

 

Regulatory Issues

(All Registrants)

 

See Note 6 for information on regulatory matters related to utility rate regulation.

46

(PPL and PPL Electric)

New Jersey Capacity Legislation

In January 2011, New Jersey enacted a law (the Act) that PPL believes would intervene in the wholesale capacity market to create incentives for the development of new, in-state electricity generation facilities even when, under the FERC-approved PJM economic model, such new generation would not be economic. The Act could depress capacity prices in PJM in the short-term, impacting PPL Energy Supply's revenues, and harm the long-term ability of the PJM capacity market to encourage necessary generation investment throughout PJM.

In February 2011, PPL and several other companies filed a complaint in U.S. District Court in New Jersey challenging the Act on the grounds that it violates the Supremacy and Commerce clauses of the U.S. Constitution and requesting relief barring implementation. In October 2013, the U.S. District Court in New Jersey issued a decision finding the Act unconstitutional under the Supremacy Clause on the grounds that it infringes upon the FERC's exclusive authority to regulate the wholesale sale of electricity in interstate commerce. The decision was appealed to the U.S. Court of Appeals for the Third Circuit (Third Circuit) by CPV Power Development, Inc., Hess Newark, LLC and the State of New Jersey (the Appellants). In September 2014, the Third Circuit affirmed the District Court's decision. In December 2014, the Appellants filed a petition for certioraribefore the U.S. Supreme Court. In March 2015, the U.S. Supreme Court requested the U.S. Solicitor General to submit briefs expressing its views as to the issues raised in this case.

Maryland Capacity Order

In April 2012, the Maryland Public Service Commission (MD PSC) ordered (Order) three electric utilities in Maryland to enter into long-term contracts to support the construction of new electricity generating facilities in Maryland the intent of which, PPL believed, was to encourage the construction of new generation even when, under the FERC-approved PJM economic model, such new generation would not be economic. The MD PSC action could depress capacity prices in PJM in the short-term, impacting PPL Energy Supply's revenues, and harm the long-term ability of the PJM capacity market to encourage necessary generation investment throughout PJM.

In April 2012, PPL and several other companies filed a complaint in U.S. District Court (District Court) in Maryland challenging the Order on the grounds that it violates the Supremacy and Commerce clauses of the U.S. Constitution and requested declaratory and injunctive relief barring implementation of the order by the MD PSC Commissioners. In September 2013, the District Court issued a decision finding the Order unconstitutional under the Supremacy Clause on the grounds that it infringes upon the FERC's exclusive authority to regulate the wholesale sale of electricity in interstate commerce. The decision was appealed to the U.S. Court of Appeals for the Fourth Circuit (Fourth Circuit) by CPV Power Development, Inc. and the State of Maryland (the Appellants). In June 2014, the Fourth Circuit affirmed the District Court's opinion and subsequently denied the Appellants' motion for rehearing. In December 2014, the Appellants filed a petition for certiorari before the U.S. Supreme Court. In March 2015, the U.S. Supreme Court requested the U.S. Solicitor General to submit briefs expressing its views as to the issues raised in this case.

Pacific Northwest Markets(PPL)

Through its subsidiaries, PPL Energy Supply made spot market bilateral sales of power in the Pacific Northwest during the period from December 2000 through June 2001. Several parties subsequently claimed refunds at FERC as a result of these sales. In June 2003, the FERC terminated proceedings to consider whether to order refunds for spot market bilateral sales made in the Pacific Northwest, including sales made by PPL Montana, during the period December 2000 through June 2001. In August 2007, the U.S. Court of Appeals for the Ninth Circuit reversed the FERC's decision and ordered the FERC to consider additional evidence. In October 2011, FERC initiated proceedings to consider additional evidence. In July 2012, PPL Montana and the City of Tacoma, one of the two parties claiming refunds at FERC, reached a settlement whereby PPL Montana paid $75 thousand to resolve the City of Tacoma's $23 million claim. The settlement does not resolve the remaining claim outstanding by the City of Seattle for approximately $50 million. Hearings before a FERC Administrative Law Judge (ALJ) regarding the City of Seattle's refund claims were completed in October 2013 and briefing was completed in January 2014. In March 2014, the ALJ issued an initial decision denying the City of Seattle's complaint against PPL Montana. The initial decision is pending review by the FERC. In June 2015, the United States Court of Appeals for the Ninth Circuit will hold oral argument on an appeal from the FERC's October 2011 order setting out the remand process that FERC has followed from 2011 to the present.

Although PPL and its subsidiaries believe they have not engaged in any improper trading or marketing practices affecting the Pacific Northwest markets, PPL cannot predict the outcome of the above-described proceedings or whether any subsidiaries

47

will be the subject of any additional governmental investigations or named in other lawsuits or refund proceedings. Consequently, PPL cannot estimate a range of reasonably possible losses, if any, related to this matter.

(All Registrants)

 

Electricity - Reliability Standards

 

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

49
Table of Contents

 

The Reliability Standards have the force and effect of law and apply to certain users of the bulk power electricity system, including electric utility companies, generators and marketers. Under the Federal Power Act, the FERC may assess civil penalties of up to $1 million per day, per violation, for certain violations.

 

PPL, LG&E, KU and PPL Electric monitor their compliance with the Reliability Standards and continue to self-report potential violations of certain applicable reliability requirements and submit accompanying mitigation plans, as required. The resolution of a small number of potential violations is pending. Any Regional Reliability Entity (including RFC or SERC) determination concerning the resolution of violations of the Reliability Standards remains subject to the approval of the NERC and the FERC.

 

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

 

In October 2012, the FERC initiated its consideration of proposed changes to Reliability Standards to address the impacts of geomagnetic disturbances on the reliable operation of the bulk-power system, which might, among other things, lead to a requirement to install equipment that blocks geomagnetically induced currents on implicated transformers. In May 2013, FERC issued Order No. 779, requiring NERC to submit two types of Reliability Standards for FERC's approval. The first type would require certain owners and operators of the nation's electricity infrastructure, such as the Registrants, to develop and implement operational procedures to mitigate the effects of geomagnetic disturbances on the bulk-power system. This NERC proposed standard was filed by NERC with FERC for approval in January 2014, and was approved in June 2014. The second type is to require owners and operators of the bulk-power system to assess certain geomagnetic disturbance events and develop and implement plans to protect the bulk-power system from those events. This proposal was filed by NERC with FERC for approval by January 22,and in May 2015 FERC proposed to approve NERC's proposed standard. The proposal addressed many of the industry's concerns and is pending consideration by FERC. Thethe Registrants may be required to makedo not presently anticipate significant expenditures in new equipment or modifications to their facilitiescosts to comply with the new requirements. The Registrants are unable to predict the amount of any expenditures that may be requiredrequirements if finalized as a result of the adoption of any Reliability Standards for geomagnetic disturbances.proposed.

 

Environmental Matters - Domestic

 

(All Registrants)

 

Due to the environmental issues discussed below or other environmental matters, it may be necessary for the Registrants to modify, curtail, replace or cease operation of certain facilities or performance of certain operations to comply with statutes, regulations and other requirements of regulatory bodies or courts. In addition, legal challenges to new environmental permits or rules add to the uncertainty of estimating the future cost of these permits and rules.

 

LG&E and KU are entitled to recover, through the ECR mechanism, certain costs of complying with the Clean Air Act, as amended, and those federal, state or local environmental requirements applicable to coal combustion wastes and by-products from facilities that generate electricity from coal in accordance with approved compliance plans. Costs not covered by the ECR mechanism for LG&E and KU and all such costs for PPL Electric are subject to rate recovery before the companies' respective state regulatory authorities, or the FERC, if applicable. Because PPL Electric does not own any generating plants, its exposure to related environmental compliance costs is reduced. As PPL Energy Supply is not a rate-regulated entity, it cannot seek to recover environmental compliance costs through the mechanism of rate recovery. PPL, PPL Electric, LKE, LG&E and KU can provide no assurances as to the ultimate outcome of future environmental or rate proceedings before regulatory authorities.

 

48

(All Registrants except PPL, Electric)LKE, LG&E and KU)

 

Air

 

CSAPRThe Clean Air Act, which regulates air pollutants from mobile and stationary sources, has a significant impact on the operation of fossil fuel plants. The Clean Air Act requires the EPA periodically to review and establish concentration levels in the ambient air for six criteria pollutants to protect public health and welfare. These concentration levels are known as NAAQS. The six criteria pollutants are carbon monoxide, lead, nitrogen dioxide, ozone, particulate matter and SO2.

 

The EPA's CSAPR addressesFederal environmental regulations of these criteria pollutants require states to adopt implementation plans, known as SIPs, for certain pollutants, which detail how the interstate transportstate will attain the standards that are mandated by the relevant law or regulation. Each state identifies the areas within its boundaries that meet the NAAQS (attainment areas) and those that do not (non-attainment areas), and must develop a SIP both to bring non-attainment areas into compliance with the NAAQS and to maintain good air quality in attainment areas. In addition, for attainment of ozone and fine particulates and ozone by regulating emissionsstandards, states in

50
Table of Contents

the eastern portion of sulfur dioxide and nitrogen oxide. In accordance with an October 2014 U.S. Court of Appeals decision, CSAPR establishes interstate allowance trading programs for sulfur dioxide and nitrogen oxide emissions from fossil-fueled plants in two phases: Phase 1 commenced in January 2015 and Phase 2 commences in 2017. Sulfur dioxide emissionsthe country, including Kentucky, are subject to an annual tradinga regional program developed by the EPA known as the Cross-State Air Pollution Rule. The NAAQS, future revisions to the NAAQS and nitrogen oxide emissionsSIPs implementing them, or future revisions to regional programs, may require installation of additional pollution controls, the costs of which PPL, LKE, LG&E and KU believe are subject to annual and ozone season programs. Oral arguments pertaining to outstanding challenges to the EPA's CSAPR were heard before the D.C. Circuit Court during February 2015.cost recovery.

 

Although PPL, LKE, LG&E and KU do not currently anticipate significant costs to comply with these programs, changes in market or operating conditions could result in impacts that are higherdifferent costs than anticipated.

National Ambient Air Quality Standards (NAAQS)

 

In 2008, the EPA revised the National Ambient Air Quality StandardNAAQS for ozone. As a result, states in the ozone transport region (OTR), including Pennsylvania, are required by the Clean Air Act to impose additional reductions in nitrogen oxide emissions based upon reasonably available control technologies (RACT). The PADEP is expected to finalize a RACT rule in 2015 requiring some fossil-fueled plants to operate at more stringent nitrogen oxide emission rates. The EPAand proposed to further strengthen the ozone standard in November 2014, which could lead to further nitrogen oxide reductions, for PPL's fossil-fueled plants within the OTR. The2014.The EPA is required under court order to finalize the standard by October 1, 2015. States are also obligated to address interstate transport issues associated with new ozone standards through the establishment of "good neighbor" state implementation plans for those states that are found to contribute significantly to another states' non-attainment. In January 2015,States that are not in the EPA issued a policy memo to state agencies to facilitate the development of these plans for the 2008 standard, including modeling data defining state contributions. The implementation of such plans could have an impact on the structure and stringency of CSAPR Phase 2 reductions (discussed above), or it could lead to the development of a new ozone transport rule. Non-OTR states,region, including Kentucky, are working together to evaluate further nitrogen oxide reductions from fossil-fueled plants with SCRs. The nature and timing of any additional reductions resulting from these evaluations cannot be determinedpredicted at this time.

 

In 2010, the EPA finalized a new National Ambient Air Quality Standardrevised NAAQS for sulfur dioxide and required states to identify areas that meet those standards and areas that are in "non-attainment". In July 2013, the EPA finalized non-attainment designations for parts of the country, including part of Yellowstone County in Montana (Billings area) and part of Jefferson County in Kentucky. Attainment must be achieved by 2018. Pursuant to a consent decree between the EPA and Sierra Club approved on March 2, 2015, states are working to finalize designations for other areas by the 2017 or 2020 deadline depending on which designation methodology is used. PPL, LKE, LG&E and KU anticipate that some of the measures required for compliance with the CSAPR (as discussed above),Clean Air Act regulations governing attainment of ozone or the MATS, or the Regional Haze Rules (as discussed below),particulates standards, such as upgraded or new sulfur dioxide scrubbers at certain plants and in the case of LG&E and KU, the previously announced retirement of coal-fired generating units at theLG&E's Cane Run plant and KU's Green River and Tyrone plants, will help to achieve compliance with the new sulfur dioxide standard. If additional reductions were to be required, the financial impactcosts could be significant. The short-term impact on the Corette plant from the EPA's final designation of part of Yellowstone County in Montana as non-attainment (as noted above) is not expected to be significant, as the operations were suspended and the plant was retired in March 2015. In addition, MDEQ recently submitted a request to the EPA for a determination that this area is in attainment. If the EPA agrees with this request, then the deadlines associated with non-attainment would be suspended.

 

In December 2012, the EPA issued final rules that tighten the annual National AmbientMercury and Air Quality Standard for fine particulates. The rules were challenged by industry groups, and in May 2014 the D.C. Circuit Court upheld them. On January 15, 2015, the EPA published a final rule establishing area designations under the standard. Non-attainment areas in Pennsylvania and Kentucky were identified; however, EPA recently approved state implementation plan revisions for both states that improved these classifications. PPL Energy Supply, LG&E and KU plants in Pennsylvania and Kentucky will not be expected to make further reductions towards achieving attainment.Toxics Standards (MATS)

Until final rules are promulgated, non-attainment designations are finalized and state compliance plans are developed, PPL, LKE, LG&E and KU cannot predict the ultimate outcome of the new National Ambient Air Quality standards for ozone, sulfur dioxide and particulate matter.

49

 

MATS

In February 2012, the EPA finalized the MATS rule requiring reductions of mercury and other hazardous air pollutants from fossil-fuel fired power plants, known as the MATS, with an effective date of April 16, 2012. The MATS rule was challenged by industry groups and states and was upheld by the D.C.U.S. Court of Appeals for the D. C. Circuit Court (D.C. Circuit Court) in April 2014. A group of states subsequently petitioned the U.S. Supreme Court (Supreme Court) to review this decision and on March 25,June 29, 2015, oral arguments were heard asthe Supreme Court held that the EPA failed to one issue - whether or not EPA unreasonably refused toproperly consider costs when determiningdeciding to regulate hazardous air emissions from power plants under MATS.  The Court remanded the matter to the D.C. Circuit Court.  EPA's MATS rule remains in effect pending action by the D.C. Circuit Court. It is uncertain whether the D.C. Circuit Court will vacate the MATS regulation was appropriaterule, remand the rule to the EPA, or require further proceedings or actions. 

LG&E and necessary. A U.S. Supreme Court decision is expected by June 30, 2015. The rule provides for a three-year compliance deadlineKU have installed significant controls in connection with the potentialMATS rule and in conjunction with compliance with other environmental requirements, including fabric-filter baghouses, upgraded FGDs or chemical additive systems for one- and two-year extensions as provided under the statute.which appropriate KPSC authorization and/or ECR treatment has been received. PPL, LKE, LG&E and KU have completed installationcannot predict the outcome of this matter or upgrading of relevant environmental controls at affected plants or have received compliance extensions, as applicable.

At the time the MATS rule was proposed, LG&E and KU filed requests with the KPSC for environmental cost recovery based on their expected need to install environmental controls including chemical additive and fabric-filter baghouses to remove air pollutants. Recovery of the cost of certain controls was granted by the KPSC in December 2011. LG&E's March 2015 retirement of one coal-fired generating unit at Cane Run and LG&E's and KU's anticipated retirement of remaining coal-fired electricity generating units located at Cane Run and Green River in 2015 and 2016 are in response to MATS and other environmental regulations. The retirement of these units is not expected to have a material impact on the financial condition or results of operations of PPL, LKE, LG&E or KU.

PPL believes that installation of chemical additive systems and other controls may be necessary at certain coal-fired plants in Pennsylvania, the capital cost of which is not expected to be significant. PPL continues to analyze the potential impact, of MATSif any, on plant operations, rate treatment or future capital or operating costs. With respect to PPL's Montana plants, modifications to the air pollution controls installed at Colstrip are required, the cost of which is not expected to be significant. Operations were suspended and the Corette plant was retired in March 2015 due to expected market conditions and the costs to comply with the MATS requirements.

PPL, LKE, LG&E and KU are conducting in-depth reviews of the EPA's amendments to the final rule and certain proposed corrections, none of which are currently expected to be significant.

Regional Haze and Visibility

The EPA's regional haze programs were developed under the Clean Air Act to eliminate man-made visibility degradation by 2064. Under the programs, states are required to make reasonable progress every decade through the application, among other things, of Best Available Retrofit Technology (BART) on power plants commissioned between 1962 and 1977.

The primary power plant emissions affecting visibility are sulfur dioxide, nitrogen oxides and particulates. To date, the focus of regional haze regulation has been the western U.S. As for the eastern U.S., the EPA had determined that region-wide reductions under the CSAPR trading program could, in most instances, be utilized under state programs to satisfy BART requirements for sulfur dioxide and nitrogen oxides. However, the EPA's determination is being challenged by environmental groups and others.

LG&E's Mill Creek Units 3 and 4 are required to reduce sulfuric acid mist emissions because they were determined to have a significant regional haze impact. These reductions are required in the regional haze state implementation plan that the Kentucky Division for Air Quality submitted to the EPA. LG&E is currently installing sorbent injection technology to comply with these reductions, the costs of which are not expected to be significant.

In Montana, the EPA Region 8 developed the regional haze plan as the MDEQ declined to do so. The EPA finalized the Federal Implementation Plan (FIP) for Montana in September 2012. The final FIP assumed no additional controls for Corette or Colstrip Units 3 and 4, but proposed stricter limits for Corette and Colstrip Units 1 and 2. PPL Energy Supply was meeting these stricter permit limits at Corette without any significant changes to operations, although other requirements have led to the suspension of operations and the retirement of Corette in March 2015 (see "MATS" discussion above). Under the final FIP, Colstrip Units 1 and 2 may require additional controls, including the possible installation of an SNCR and other technology, to meet more stringent nitrogen oxides and sulfur dioxide limits. The cost of these potential additional controls, if required, could be significant. Both PPL and environmental groups have appealed the final FIP to the U.S. Court of Appeals for the Ninth Circuit, oral argument was heard in May 2014, and the parties are awaiting a decision.needs.

 

New Source Review (NSR)

 

The EPA has continued its NSR enforcement efforts targeting coal-fired generating plants. The EPA has asserted that modification of these plants has increased their emissions and, consequently, that they are subject to stringent NSR requirements under the Clean Air Act. PPL, LKE, LG&E and KU received various EPA information requests in 2007 and

50

2009, but have received no further communications from the EPA related to those requests since providing their responses. In January 2009, PPL and other companies that own or operate the Keystone plant in Pennsylvania received a notice of violation from the EPA alleging that certain projects were undertaken without proper NSR compliance. The companies responded to the EPA and the matter remains open. In May and November 2012, PPL Montana received information requests from the EPA regarding projects undertaken during a Spring 2012 maintenance outage at Colstrip Unit 1. The EPA requests remain an open matter. In September 2012, PPL Montana received an information request from the MDEQ regarding Colstrip Unit 1 and other projects. MDEQ formally suspended this request on June 6, 2014 in consideration of pending litigation (see "Legal Matters - Sierra Club Litigation" above). PPL, LKE, LG&E and KU cannot predict the outcome of these matters, and cannot estimate a range of reasonably possible losses, if any.

States and environmental groups also have commenced litigation alleging violations of the NSR regulations by coal-fired generating plants across the nation. See "Legal Matters" above for information on a lawsuit filed by environmental groups in March 2013 against PPL, MontanaLKE, LG&E and other ownersKU cannot predict the outcome of Colstrip.these matters, and cannot estimate the impact, if any.

 

If any PPL subsidiary is found to have violated NSR regulations by significantly increasing pollutants through a major plant modification, the subsidiary would, among other things, be required to meet stringent permit limits reflecting Best Available Control Technology (BACT) for pollutants meeting the National Ambient Air Quality Standards (NAAQS)NAAQS in the area and reflecting Lowest Achievable Emission Rates for pollutants not meeting the NAAQS in the area. The costs to meet such limits, including installation of technology at certain units, could be material.significant.

51
Table of Contents

 

Trimble County Unit 2 Air Permit(PPL, LKE, LG&E and KU)

 

The Sierra Club and other environmental groups petitioned the Kentucky Environmental and Public Protection Cabinet to overturn the air permit issued for the Trimble County Unit 2 baseload coal-fired generating unit, but the agency upheld the permit in an order issued in September 2007. In response to subsequent petitions by environmental groups, the EPA ordered certain non-material changes to the permit which, in January 2010, were incorporated into a final revised permit issued by the Kentucky Division for Air Quality. In March 2010, the environmental groups petitioned the EPA to object to the revised state permit. Until the EPA issues a final ruling on the pending petition and all available appeals are exhausted, PPL, LKE, LG&E and KU cannot predict the outcome of this matter or the potential impact on plant operations, including increased capital costs, if any.

 

Climate Change

 

(All Registrants)

 

As a result of the April 2007 U.S. Supreme Court decision that the EPA has authority under the Clean Air Act to regulate carbon dioxide emissions from new motor vehicles, in April 2010 the EPA and the U.S. Department of Transportation issued new light-duty vehicle emissions standards that applied beginning with 2012 model year vehicles. The EPA also clarified that this standard, beginning in 2011, authorized regulation of carbon dioxide emissions from stationary sources under the NSR and Title V operating permit provisions of the Clean Air Act. The EPA's rules were challenged in court and on June 23, 2014, the U.S. Supreme Court ruled that the EPA has the authority to regulate carbon dioxide emissions under these provisions of the Clean Air Act but only for stationary sources that would otherwise have been subject to these provisions due to significant increases in emissions of other pollutants. As a result, any new sources or major modifications to an existing GHG source causing a net significant increase in carbon dioxide emissions must comply with BACT permit limits for carbon dioxide if it would otherwise be subject to BACT or lowest achievable emissions ratelimitsrate limits due to significant increases in other pollutants.

 

In June 2013, President Obama released his Climate Action Plan that reiterates the goal of reducing GHG emissions in the U.S. "in the range of" 17% below 2005 levels by 2020 through such actions as regulating power plant emissions, promoting increased use of renewables and clean energy technology, and establishing more restrictive energy efficiency standards. Additionally, the Climate Action Plan calls for the U.S. to prepare for the impacts of climate change. Requirements related to this Plan could affect the Registrants and others in the industry as modifications may be needed to electricity delivery systems to improve the ability to withstand major storms in order to meet those requirements. As further described below, the EPA has proposed rules pursuant to this directive for both new and existing power plants, which it expects to finalize in the second or third quarter of 2015. The EPA has also announced that it will develop a federal implementation plan which would apply to any states that fail to submit an acceptable state implementation plan.plan under these rules. The EPA's authority to promulgate these regulations under Section 111 of the Clean Air Act when the sources are already regulated under Section 112 is under challenge in the D.C. Circuit Court. Oral arguments were heard on April 16, 2015.

 

In January 2014, the EPA issued a revisedThe EPA's proposal to regulate carbon dioxide emissions fromfor new power plants.plants was issued in January 2014. The revised proposal calls for separate emission standards for coal and gas units based on the application of different

51

technologies. The coal standard is based on the application of partial carbon capture and sequestration technology, but because this technology is not presently commercially available, the revised proposal effectively precludes the construction of new coal-fired plants. The standard for NGCC power plants is the same as the EPA proposed in 2012 and is not continuously achievable. The preclusion of new coal-fired plants and the compliance difficulties posed for new gas-fired plants could have a significant industry-wide impact.

 

In June 2014, the EPA issued proposed regulations addressing carbon dioxide emissions fromThe EPA's proposal for existing power plants.plants was issued in June 2014. The existing plant proposal contains state-specific rate-based reduction goals and guidelines for the development, submission and implementation of state plans to achieve the state goals. State-specific goals were calculated from 2012 data by applying EPA's broad interpretation and definition of the Best System of Emission Reduction resulting in stringent targets to be met in two phases (2020-2029 and 2030 and beyond). The EPA believes it has offered some flexibility to the states as to how state compliance plans can be crafted, including the option to demonstrate compliance on a mass basis and through multi-state collaborations. The EPA is also proposing potential state plan extensions based on the type of plan filed (single or multi state). PPL hasLG&E and KU have analyzed the proposal and identified potential impacts and solutions in comments filed onin December 1, 2014. PPL also submitted Supplemental Comments to FERC through EEI, advocating for reliability coordination and relief in response to technical conferences hosted by FERC on the reliability implications of implementing this rule. LG&E and KU are also working closely with state regulators in the development of Kentucky's state implementation plan. The regulation of carbon dioxide

52
Table of Contents

emissions from existing power plants could have a significant industry-wide impact depending on the structure and stringency of the final rule and state implementation plans.

In June 2014, the EPA also proposed a regulation addressing carbon dioxide emissions from existing power plants that are modified or reconstructed. The Registrants, however, do not expect a significant impact from this rulemaking as there are no plans to modify or reconstruct their existing plants in a manner that would trigger the proposed requirements.

(PPL)

Based on the stringent GHG reduction requirements in the EPA's proposed rule for existing plants, and based on information gained from public input, the PADEP is no longer expecting to achieve all required GHG reductions by solely increasing efficiency at existing fossil-fuel plants and/or reducing their generation as set forth in the PADEP's April 10, 2014 white paper. In October 2014, the Governor of Pennsylvania signed into law Act 175 of 2014, requiring the PADEP to obtain General Assembly approval of any state plan addressing GHG emissions under the EPA's GHG rules for existing plants. The law includes provisions to minimize the exposure to a federal implementation plan due to legislative delay.

The MDEQ, at the request of the Governor of Montana, has issued a white paper outlining possible regulatory scenarios to implement the EPA's proposed GHG rule for existing plants, including a combination of increasing energy efficiency at coal-fired plants, adding more low- and zero-carbon generation, and carbon sequestration at Colstrip. The white paper was made public in September 2014 and the MDEQ has held public meetings to present the white paper and gather comments. Legislation drafted to require legislative approval of any related plan formulated by MDEQ was tabled.

 

(PPL, LKE, LG&E and KU)

 

In April 2014, the Kentucky General Assembly passed legislation which limits the measures that the Kentucky Energy and Environment Cabinet may consider in setting performance standards to comply with the EPA's regulations governing GHG emissions from existing sources. The legislation provides that such state GHG performance standards shall be based on emission reductions, efficiency measures, and other improvements available at each power plant, rather than renewable energy, end-use energy efficiency, fuel switching and re-dispatch. These statutory restrictions may make it more difficult for Kentucky to achieve the GHG reduction levels which the EPA has proposed for Kentucky.

 

(All Registrants except PPL Electric)

A number of lawsuits have been filed asserting common law claims including nuisance, trespass and negligence against various companies with GHG emitting plants and, although the decided cases to date have not sustained claims brought on the basis of these theories of liability, the law remains unsettled on these claims. In September 2009,June 2011, the U.S. Supreme Court of Appeals for the Second Circuit in the case of AEP v. Connecticut reversed a federal district court's decision and ruled that several states and public interest groups, as well as the City of New York, could sue five electric utility companies under federal common law claims against five utility companies for allegedly causing a public nuisance as a result of their emissions of GHGs. In June 2011, the U.S. Supreme Court overturned the Second Circuit and held that such federal common law claimsGHGs were displaced by the Clean Air Act and regulatory actions of the EPA. In addition, in Comer v. Murphy Oil (Comer case), the U.S. Court of Appeals for the Fifth Circuit (Fifth Circuit) declined to overturnupheld a district court ruling that plaintiffs did not have standing to pursue state common law claims against companies that emit GHGs. The complaint in the Comer case named the previous indirect parent of LKE as a defendant based upon emissions from the Kentucky plants. In January 2011, the U.S. Supreme Court denied a petition to reverse the Fifth Circuit's ruling. In May 2011, the plaintiffs in the Comer case later filed a substantially similar

52

complaint in federal district court in Mississippi against 87a larger group of companies including KU and three other indirect subsidiarieswhich was subsequently dismissed by the U. S. District Court for the Southern District of LKE, under a Mississippi statute that allows the re-filing of an action in certain circumstances. In March 2012, the Mississippi federal district court granted defendants' motions to dismiss the state common law claims. Plaintiffs appealed to the U.S. Court of Appeals forMississippi. The lower court's ruling was affirmed by the Fifth Circuit and in May 2013, the Fifth Circuit affirmed the district court's dismissal of the case.2013. Additional litigation in federal and state courts over such issues is continuing. The RegistrantsPPL, LKE, LG&E and KU cannot predict the outcome of these lawsuits or estimate a range of reasonably possible losses, if any.

Renewable Energy Legislationmatters.

 

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

In Pennsylvania, House Bill 100 was introduced in February 2015, proposing to increase AEPS solar and Tier 1 targets. A similar bill is in the process of being introduced in the Senate (no bill number is available at this time). PPL and PPL Electric cannot predict the outcome of this legislative effort.

(PPL)

In New Jersey, a bill (S-1475) has been introduced to increase the current Renewable Portfolio Standard (RPS) to 30% from Class I sources by 2020. The chairman of the Senate Environmental Committee convened a workgroup to look at further changes to New Jersey's RPS law to enable New Jersey to meet emissions goals established in the state's Global Warming Response Act. A bill (S-2444) was subsequently introduced to mandate that 80% of New Jersey's electricity be generated from renewable resources by 2050. PPL cannot predict the outcome of this legislation.

(All Registrants)

The Registrants believe there are financial, regulatory and operational uncertainties related to the implementation of renewable energy mandates that will need to be resolved before the impact of such requirements on them can be estimated. Such uncertainties, among others, include the need to provide back-up supply to augment intermittent renewable generation, potential generation over-supply and downward pressure on energy prices that could result from such renewable generation and back-up, impacts to PJM's capacity market and the need for substantial changes to transmission and distribution systems to accommodate renewable energy sources. These uncertainties are not directly addressed by proposed legislation. PPL cannot predict the effect on their competitive plants' future competitive position, results of operation, cash flows and financial position of renewable energy mandates that may be adopted, although the costs to implement and comply with any such requirements could be significant.

 

Water/Waste

(All Registrants except PPL Electric)

 

Coal Combustion Residuals (CCRs)

On April 17, 2015, the EPA published its final rule regulating CCRs. CCRs include fly ash, bottom ash and sulfur dioxide scrubber wastes. The rule will become effective on October 14, 2015. It imposes extensive new requirements, including location restrictions, design and operating standards, groundwater monitoring and corrective action requirements and closure and post-closure care requirements on CCR impoundments and landfills that are located on active power plants and not closed. Under the rule, the EPA will regulate CCRs as non-hazardous under Subtitle D of RCRA and allow beneficial use of CCRs, with some restrictions. This self-implementing rule requires posting of compliance documentation on a publicly accessible website and is enforceable through citizen suits. PPL expects that itsLG&E's and KU's plants using surface impoundments for management and disposal of CCRs or the past management of CCRs and continued use to manage waste waters will be most impacted by this rule. The rule's requirements for covered CCR impoundments and landfills include commencement or completion of closure activities generally between three and ten years from certain triggering events. PPL, LKE, LG&E and KU also anticipate incurring capital or operation and maintenance costs prior to that time to address other provisions of the rule, such as groundwater monitoring and disposal facility modifications or closings, or to implement various compliance strategies.

 

PPL, LKE,In connection with the final CCR rule, LG&E and KU are reviewing the rule and are still evaluating its financial and operational impact. It is expected that these requirements will result inrecorded increases to existing AROs which will be recorded induring the second quarter of 2015. PPL, LKE, LG&E and KU are not yet able to determine an estimate of the expectedSee Note 16 for additional information. Further increases to the existing AROs. PPL, LKE, LG&EAROs or changes to current capital plans or to operating costs may be required as estimates are refined based on closure developments, groundwater monitoring results, and KU believe relevant costsregulatory or legal proceedings.  Costs relating to this rule are subject to future rate recovery before the respective state regulatory agencies, or the FERC, as applicable.

53

Effluent Limitations Guidelines (ELGs) and Standardsrecovery.

 

In June 2013, the EPA published proposed regulations to revise discharge limitations for steam electric generation wastewater permits. The proposed limitations are based on the EPA review of available treatment technologies and their capacity for reducing pollutants and include new requirements for fly ash and bottom ash transport water and metal cleaning waste waters, as well as new limits for scrubber wastewater and landfill leachate. The EPA's proposed ELG regulations contain requirements that would affect the inspection and operation of CCR facilities if finalized as proposed. The proposal contains alternative approaches, some of which could significantly impact PPL's, PPL Energy Supply's, LKE's, LG&E's and KU's coal-fired plants. The final regulation is expected to be issued by the third or fourth quarter of 2015. At the present time, PPL, LKE, LG&E and KU are unable to predict the outcome of this matter or estimate a range of reasonably possible costs, but the costs could be significant. Pending finalization of the ELGs, certain states (including Pennsylvania and Kentucky) and environmental groups are proposing more stringent technology-based limits in permit renewals. Depending on the final limits imposed, the costs of compliance could be significant and costs could be imposed ahead of federal timelines.

Trimble County Landfill(PPL, LKE, LG&E and KU)

 

In May 2011, LG&E submitted an application for a special waste landfill permit to handle CCRs generated at the Trimble County plant. In May 2013, the Kentucky Division of Waste Management denied the permit application on the grounds that the proposed facility would violate the Kentucky Cave Protection Act because it would eliminate an on-site karst feature considered to be a cave.Act. In January 2014, LG&E submitted to the Kentucky Division of Waste Management a landfill permit application for an alternate site adjacent to the plant. LG&E has also applied for other necessary regulatory approvals including a dredge and fill permit from the U.S. Army Corps of Engineers, in which proceeding the EPA or the public have submitted certain comments to which LG&E and KU are responding.have responded. PPL, LKE, LG&E and KU are unable to determine the potential impact of this matter until all permits are issued and any resulting

53
Table of Contents

legal challenges are concluded.

Seepages and Groundwater Infiltration - Pennsylvania, Montana and See Note 6 for additional information on Kentucky

(All Registrants except PPL Electric)

Seepages or groundwater infiltration have been detected at active and retired wastewater basins and landfills at various PPL, PPL Energy Supply, LKE, LG&E and KU plants. PPL, LKE, LG&E and KU have completed or are completing assessments of seepages or groundwater infiltration at various facilities and have completed or are working with agencies to respond to notices of violations and implement assessment or abatement measures, where required or applicable. A range of reasonably possible losses cannot currently be estimated.

(PPL)

In August 2012, PPL Montana entered into an Administrative Order on Consent (AOC) with the MDEQ which establishes a comprehensive process to investigate and remediate groundwater seepage impacts related Public Service Commission proceedings relating to the wastewater facilities at the Colstrip power plant. The AOC requires that within five years, PPL Montana provide financial assurance to the MDEQ for the costs associated with closure and future monitoring of the waste-water treatment facilities. PPL Montana cannot predict at this time if the actions required under the AOC will create the need to adjust the existing ARO related to this facility.

In September 2012, Earthjustice filed an affidavit pursuant to Montana's Major Facility Siting Act (MFSA) that sought review of the AOC by Montana's Board of Environmental Review (BER) on behalf of the Sierra Club, the MEIC and the National Wildlife Federation. In September 2012, PPL Montana filed an election with the BER to have this proceeding conducted in Montana state district court as contemplated by the MFSA. In October 2012, Earthjustice filed a petition for review of the AOC in the Montana state district court in Rosebud County. This matter was stayed in December 2012. In April 2014, Earthjustice filed a motion for leave to amend the petition for review and to lift the stay which was granted by the court in May 2014. PPL Montana and the MDEQ responded to the amended petition and filed partial motions to dismiss in July 2014, which were both denied in October 2014. Discovery is ongoing, and a bench trial is set for April 2016.Trimble County Landfill.

 

Clean Water Act

Regulations under the federal Clean Water Act dictate permitting and mitigation requirements for many of LG&E's and KU's construction projects. Many of those requirements relate to power plant operations, including requirements related to the treatment of pollutants in effluents prior to discharge, the temperature of effluent discharges and the location, design and construction of cooling water intake structures at generating facilities, standards intended to protect aquatic organisms by reducing capture in the screens attached to cooling water intake structures (impingement) at generating facilities and the water volume brought into the facilities (entrainment). The requirements could impose significant costs which are subject to rate recovery.

Effluent Limitations Guidelines (ELGs)

In June 2013, the EPA published proposed regulations to revise discharge limitations for steam electric generation wastewater permits. The proposed limitations are based on the EPA review of available treatment technologies and their capacity for reducing pollutants and include new requirements for fly ash and bottom ash transport water and metal cleaning waste waters, as well as new limits for scrubber wastewater and landfill leachate. The EPA's proposed ELGs contain requirements that would affect the inspection and operation of CCR facilities if finalized as proposed. The proposal contains alternative approaches, some of which could impose significant costs on LG&E's and KU's coal-fired plants. The final regulation is expected to be issued by the fourth quarter of 2015. At the present time, PPL, LKE, LG&E and KU are unable to estimate a range of reasonably possible costs, but the costs could be significant. Pending finalization of the ELGs, certain states (including Kentucky) and environmental groups are proposing more stringent technology-based limits in permit renewals. Depending on the final limits imposed, the costs of compliance could be significant and costs could be imposed ahead of federal timelines. Costs to comply with ELGs or technology-based limits are subject to rate recovery.

(PPL, LKE and LG&E)

Clean Water Act Section 316(b)(All Registrants except PPL Electric)

The EPA's final 316(b) rule for existing facilities became effective in October 2014, and regulates cooling water intake structures and their impact on aquatic organisms. States are allowed considerable authoritybroad discretion to make site-specific determinations under the rule. The rule requires existing facilities to choose between several options to reduce the impact to aquatic organisms that become trapped against water intake screens (impingement) and to determine the intake structure's impact on aquatic organisms pulled through a plant's cooling water system (entrainment). Plants already equipped with closed-cycle cooling, an acceptable option, would likely not incur substantial costs. Once-through systems would likely

54

require additional technology to comply with the rule. Mill Creek Unit 1 and Brunner Island (all units) areis the only unitsunit expected to be impacted. PPL, LKE, and LG&E and KU are evaluating compliance strategies but do not presently expect the compliance costs, which are subject to rate recovery, to be material.significant.

 

(All Registrants)

 

Waters of the United States (WOTUS)

In April 2014,On May 27, 2015, the EPA released a final rule on the definition of WOTUS. Although the rule was meant to clarify which streams and other bodies of water fall under the jurisdiction of EPA and the U.S. Army Corps of Engineers (Army Corps) published a proposed rule defining WOTUS that could greatly expand the federal government's interpretation of what constitutes WOTUS subject to regulation under the Clean Water Act. IfAct, significant ambiguity remains. The Registrants do not currently expect the definitionrule to have a significant impact on their operations. Until such time as ongoing litigation is expandedcomplete, however, the Registrants are unable to predict the impact of the rule which could be substantial and include significant project delays and added costs, as proposed by the EPA and the Army Corps, permits and other regulatory requirements may be imposed for many mattersactivities presently not covered by permitting requirements (including vegetation management for transmission lines and activities affecting storm water conveyances and wetlands), the implications of which could be significant. The EPA plans. However, these costs are subject to make certain changes to the proposed regulation based on comments received. The U.S. House and Senate are considering legislation to block this regulation. Until a final rule is issued, the Registrants cannot predict the outcome of the pending rulemaking. A final rule is expected by summer 2015.rate recovery.

Other Issues

 

The EPA is reassessing its polychlorinated biphenyls (PCB) regulations under the Toxic Substance Control Act, which currently allow certain PCB articles to remain in use. In April 2010, the EPA issued an Advanced Notice of Proposed Rulemaking for changes to these regulations. This rulemaking could lead to a phase-out of all or some PCB-containing equipment. The EPA is planning to proposehas postponed the release of the revised regulations in 2015. PCBs are found, in varying degrees, in all of the Registrants' operations.to March 2016. The Registrants cannot predict at

54
Table of Contents

this time the outcome of these proposed EPA regulations and what impact, if any, they would have on their facilities, but the costs could be significant.

(PPL)

A subsidiary of PPL Energy Supply has investigated alternatives to exclude fish from the discharge channel at its Brunner Island plant. In June 2012, a Consent Order and Agreement (COA) with the PADEP was signed, allowing the subsidiary to study a change in a cooling tower operational method that may keep fish from entering the channel. The COA required a retrofit of impingement control technology at the intakes to the cooling towers, at a cost that would have been significant. Based on the results of the first year of study, the PADEP has suggested closing the COA and writing a new COA to resolve the issue. PPL is in negotiations with the agency at this time. PPL cannot predict at this time the outcome of the proposed new COA and what impact, if any, it would have on their facilities, but the costs could be significant.

 

(PPL, LKE, LG&E and KU)

 

In May 2010, the Kentucky Waterways Alliance and other environmental groups filed a petition with the Kentucky Energy and Environment Cabinet (KEEC) challenging the Kentucky Pollutant Discharge Elimination System permit issued in April 2010, which covers water discharges from the Trimble County plant. In November 2010, the CabinetKEEC issued a final order upholding the permit. In December 2010,permit which was subsequently appealed by the environmental groups appealed the order to the Trimble Circuit Court, but the case was subsequently transferred to the Franklin Circuit Court.groups. In September 2013, the courtFranklin Circuit Court reversed the CabinetKEEC order upholding the permit and remanded the permit to the agency for further proceedings. In October 2013, LG&E filed a notice of appeal withand the KEEC appealed the order to the Kentucky Court of Appeals. In FebruaryJuly 2015, oral arguments occurred in the appellate proceeding.Court of Appeals upheld the lower court ruling. LG&E and the KEEC have moved for rehearing. PPL, LKE, LG&E and KU are unable to predict the outcome of this matter or estimate a range of reasonably possible losses,the potential impact, if any.any, on plant operations or future capital or operating needs.

 

Superfund and Other Remediation(All Registrants)

 

PPL Electric is potentially responsible for costs at several sites listed by the EPA under the federal Superfund program, including the Columbia Gas Plant site, the Metal Bank site, the Brodhead site and the Ward Transformer site. Clean-up actions have been or are being undertaken at all of these sites, the costs of which have not been significant to PPL Electric. However, shouldShould the EPA require different or additional measures in the future, however, or should PPL Electric's share of costs at multi-party sites increase substantially more than currently expected, the costs could be significant.

 

PPL Electric, LG&E and KU are investigating, responding to agency inquiries, remediating, or have completed the remediation of, or are responding to agency inquiries regarding several sites that were not addressed under a regulatory program such as Superfund, but for which PPL Electric, LG&E and KU may be liable for remediation. These include a number of former coal gas manufacturing plants in Pennsylvania and Kentucky previously owned or operated or currently owned by predecessors or affiliates of PPL Electric, LG&E and KU. To date, the costs of these sites have not been significant. There are additional sites, formerly owned or

55

operated by PPL Electric, LG&E and KU predecessors or affiliates, for which PPL Electric, LG&E and KU lack information on current site conditions and are therefore unable to predict what, if any, potential liability they may have.

 

Depending on the outcome of investigations at sites where investigations have not begun or been completed or developments at sites for which PPL Electric, LG&E and KU currently lack information, the costs of remediation and other liabilities could be material.significant. PPL, PPL Electric, LKE, LG&E and KU cannot estimate a range of reasonably possible losses, if any, related to these matters.

 

The EPA is evaluating the risks associated with polycyclic aromatic hydrocarbons and naphthalene, chemical by-products of coal gas manufacturing. As a result of the EPA's evaluation, individual states may establish stricter standards for water quality and soil cleanup. This could require several PPL subsidiaries to take more extensive assessment and remedial actions at former coal gas manufacturing plants. PPL, PPL Electric, LKE, LG&E and KU cannot estimate a range of reasonably possible losses, if any, related to these matters.

 

From time to time, PPL's subsidiaries undertake remedial action in response to notices of violations, spills or other releases at various on-site and off-site locations, negotiate with the EPA and state and local agencies regarding actions necessary for compliance with applicable requirements, negotiate with property owners and other third parties alleging impacts from PPL's operations and undertake similar actions necessary to resolve environmental matters that arise in the course of normal operations. Based on analyses to date, resolution of these environmental matters is not expected to have a significant adverse impact on the operations of PPL, PPL Electric, LG&E and KU.

 

Future cleanup or remediation work at sites currently under review, or at sites not currently identified, may result in significant additional costs for PPL, PPL Electric, LG&E and KU.

 

Environmental Matters - WPD(PPL)

 

WPD's distribution businesses are subject to environmental regulatory and statutory requirements. PPL believes that WPD has taken and continues to take measures to comply with the applicable laws and governmental regulations for the protection of the environment.

 

55
Table of Contents

Other

 

Nuclear Insurance(PPL)

The Price-Anderson Act is a United States Federal law governing liability-related issues and ensures the availability of funds for public liability claims arising from an incident at any U.S. licensed nuclear facility. It also seeks to limit the liability of nuclear reactor owners for such claims from any single incident. At March 31, 2015, the liability limit per incident is $13.6 billion for such claims which is funded by insurance coverage from American Nuclear Insurers and an industry assessment program.

Under the industry assessment program, in the event of a nuclear incident at any of the reactors covered by The Price-Anderson Act, as amended, PPL Susquehanna could be assessed up to $255 million per incident, payable at $38 million per year.

Additionally, PPL Susquehanna purchases property insurance programs from NEIL, an industry mutual insurance company of which PPL Susquehanna is a member. At March 31, 2015, facilities at the Susquehannaplant are insured against property damage losses up to $2.0 billion. PPL Susquehanna also purchases an insurance program that provides coverage for the cost of replacement power during prolonged outages of nuclear units caused by certain specified conditions.

Under the NEIL property and replacement power insurance programs, PPL Susquehanna could be assessed retrospective premiums in the event of the insurers' adverse loss experience. This maximum assessment is $46 million at March 31, 2015. Effective April 1, 2015, this maximum assessment increased to $55 million. PPL Energy Supply has additional coverage that, under certain conditions, may reduce this exposure.

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.

56

 

(PPL)

 

PPL fully and unconditionally guarantees all of the debt securities of PPL Capital Funding.

 

(All Registrants)

 

The table below details guarantees provided as of March 31,June 30, 2015. "Exposure" represents the estimated maximum potential amount of future payments that could be required to be made under the guarantee. The probability of expected payment/performance under each of these guarantees is remote except for "WPD guarantee of pension and other obligations of unconsolidated entities", "Indemnification for sales of assets" and "Indemnification of lease termination and other divestitures." The total recorded liability at March 31,June 30, 2015 and December 31, 2014, was $37$24 million and $38$26 million for PPL and $19 million for LKE for both periods. For reporting purposes, on a consolidated basis, all guarantees of PPL Electric, LKE, LG&E and KU also apply to PPL, and all guarantees of LG&E and KU also apply to LKE.

 

 Exposure at Expiration Exposure at Expiration
 March 31, 2015 Date June 30, 2015 Date
PPL            
Indemnifications related to the WPD Midlands acquisition  (a)    (a)  
WPD indemnifications for entities in liquidation and sales of assets $ 11(b) 2018 $ 12(b) 2018
WPD guarantee of pension and other obligations of unconsolidated entities  114(c)    121(c)  
Indemnifications for sales of assets  1,150(d) 2016 - 2025
      
PPL Electric      
Guarantee of inventory value  32(e) 2017  28(d) 2016
  
LKE  
Indemnification of lease termination and other divestitures  301(f) 2021 - 2023  301(e) 2021 - 2023
    
LG&E and KU    
LG&E and KU guarantee of shortfall related to OVEC  (g)    (f)  

 

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

 

In connection with their sales of various businesses, WPD and its affiliates have provided the purchasers with indemnifications that are standard for such transactions, including indemnifications for certain pre-existing liabilities and environmental and tax matters or have agreed to continue their obligations under existing third-party guarantees, either for a set period of time following the transactions or upon the condition that the purchasers make reasonable efforts to terminate the guarantees. Finally, WPD and its affiliates remain secondarily responsible for lease payments under certain leases that they have assigned to third parties.
(c)Relates to certain obligations of discontinued or modified electric associations that were guaranteed at the time of privatization by the participating members. Costs are allocated to the members and can be reallocated if an existing member becomes insolvent. At March 31,June 30, 2015, WPD has recorded an estimated discounted liability for which the expected payment/performance is probable. Neither the expiration date nor the maximum amount of potential payments for certain obligations is explicitly stated in the related agreements, and as a result, the exposure has been estimated.
(d)Indemnifications are governed by the specific sales agreement and include breach of the representations, warranties and covenants, and liabilities for certain other matters. The maximum exposure with respect to certain indemnifications and the expiration of the indemnifications cannot be estimated because the maximum potential liability is not capped by the transaction documents and the expiration date is based on the applicable statute of limitations. The exposure and expiration date noted is based on those cases in which the agreements provide for specific limits. The exposure at March 31, 2015 includes amounts related to the sale of the Montana Hydroelectric facilities. See Note 8 for additional information related to the sale.
(e)A third party logistics firm provides inventory procurement and fulfillment services. The logistics firm has title to the inventory, however, upon termination of the contracts, PPL Electric has guaranteed to purchase any remaining inventory that has not been used or sold.
(f)(e)LKE provides certain indemnifications the most significant of which relate to the termination of the WKE lease in July 2009. These guarantees covercovering the due and punctual payment, performance and discharge by each party of its respective present and future obligations. The most comprehensive of these WKE-related guarantees is the LKE guarantee covering operational, regulatory and environmental commitments and indemnifications made by WKE under the WKEa 2009 Transaction Termination Agreement. This guarantee has a term of 12 years ending July 2021, and a cumulative maximum exposure of $200 million. Certainmillion, exclusive of certain items such as government fines and penalties that fall outside the cumulative cap. Another WKE-related LKE guarantee covers other indemnifications related to the purchase price of excess power, has a term expiring in 2023, and a maximum exposure of $100 million. In May 2012, LKE's indemnitee received an unfavorable arbitration panel's decision interpreting this matter, which grantedmatter. In October 2014, LKE's indemnitee certain rights of first refusal to purchase excess power at a market-based price rather than at an absolute fixed price. In January 2013, LKE's indemnitee commenced a proceeding in the Kentucky Court of Appeals appealing a December 2012 order of the Henderson Circuit Court, confirming the arbitration award. In May 2014, the Court of Appeals issued an opinion affirming the lower court decision.  LKE's indemnitee filed a Motion for Discretionary Review with the Kentucky Supreme Court in October 2014.  LKE believes its indemnification obligations in this matter remain subject to various uncertainties, including potential for additional legal challenges regarding the arbitration decision as well as future prices, availability and demand for the subject excess power. LKE continues to evaluate various legal and commercial options with respect to this indemnification matter. The ultimate outcomes of the WKE termination-related indemnifications cannot be predicted at this time. Additionally, LKE has indemnified various third parties related to historical obligations for other divested subsidiaries and affiliates. The indemnifications vary by entity and the maximum exposures range from being capped at the sale price to no specified maximum; LKE could be required to perform on these indemnifications in the event of covered losses or liabilities being claimed by an
5756
Table of Contents

indemnified party. However,indemnitee filed a motion for discretionary review with the Kentucky Supreme Court seeking to overturn the arbitration decision.  LKE is not awarebelieves its indemnification obligations in this matter remain subject to various uncertainties, including additional legal, arbitration and contractual developments, as well as future prices, availability and demand for the subject excess power. The ultimate outcomes of formal claims under such indemnities made by any partythe WKE termination-related indemnifications cannot be predicted at this time. Additionally, LKE has indemnified various third parties related to historical obligations for other divested subsidiaries and affiliates. The indemnifications vary by entity and the maximum exposures range from being capped at the sale price to no specified maximum; LKE could be required to perform on these indemnifications in the event of covered losses or liabilities being claimed by an indemnified party. LKE cannot predict the ultimate outcomes of indemnification circumstances, but does not currently expect such outcomes to result in significant losses above the amounts recorded.

(g)(f)Pursuant to the OVEC power purchase contract, LG&E and KU are obligated to pay for their share of OVEC's excess debt service, post-retirement and decommissioning costs, as well as any shortfall from amounts currently included within a demand charge designed and currently expected to cover these costs over the term of the contract.The maximum exposure and the expiration date of these potential obligations are not presently determinable. See "Energy Purchase Commitments" and "Guarantees and Other Assurances" in Note 13 in PPL's, LKE's, LG&E's and KU's 2014 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 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.

 

11. Related Party Transactions

 

PLR Contracts/Purchase of Accounts Receivable(PPL Electric)

 

PPL Electric holds competitive solicitations for PLR generation supply. PPL EnergyPlus has been awarded a portion of the PLR generation supply through these competitive solicitations. The purchases from PPL EnergyPlus are included in PPL Electric's Statements of Income as "Energy purchases from affiliate". through May 31, 2015, the period through which PPL Electric and PPL EnergyPlus were affiliated entities. As a result of the June 1, 2015 spinoff of PPL Energy Supply and creation of Talen Energy, PPL EnergyPlus (renamed Talen Energy Marketing) is no longer an affiliate of PPL Electric. PPL Electric's purchases from Talen Energy Marketing subsequent to May 31, 2015 are purchases from an unaffiliated third party.

 

Under the standard Default Service Supply Master Agreement for the solicitation process, PPL Electric requires all suppliers to post collateral once credit exposures exceed defined credit limits. PPL EnergyPlus isWholesale suppliers are required to post collateral with PPL Electric when: (a) the market price of electricity to be delivered by PPL EnergyPlusthe wholesale suppliers exceeds the contract price for the forecasted quantity of electricity to be delivered; and (b) this market price exposure exceeds a contractual credit limit. PPL EnergyPlus does not have an established credit limit. At March 31, 2015, PPL EnergyPlus was not required to post collateral. In no instance is PPL Electric required to post collateral to suppliers under these supply contracts.

 

PPL Electric's customers may choose an alternative supplier for their generation supply. See Note 2 for additional information regarding PPL Electric's purchases of accounts receivable from alternative suppliers, including Talen Energy Marketing, formerly PPL EnergyPlus. See Note 8 for additional information regarding the spinoff of PPL Energy Supply.

 

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

 

PPL Services and LKS provide their respective PPL and LKE subsidiaries with administrative, management and support services.  In 2015, PPL EU Services was formed to provide the majority of financial, supply chain, human resources and facilities management services primarily to PPL Electric.  PPL Services will continue to provide certain corporate functions. For all service companies, the costs of these 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.  LKS bases its indirect allocations on the subsidiaries' number of employees, total assets, revenues, number of customers and/or other statistical information.PPL Services, PPL EU Services and LKS charged the following amounts for the periods ended March 31,June 30, and believe these amounts are reasonable, including amounts applied to accounts that are further distributed between capital and expense.

57
Table of Contents

 

    Three Months
      2015 2014
             
PPL Electric from PPL Services       $ 30 $ 41
LKE from PPL Services         4   4
PPL Electric from PPL EU Services         15   
             
LG&E from LKS         51   48
KU from LKS         56   53

  Three Months Six Months
  2015 2014 2015 2014
             
PPL Electric from PPL Services $ 25 $ 38 $ 55 $ 79
LKE from PPL Services   4   4   8   8
PPL Electric from PPL EU Services   17      32   
LG&E from LKS   53   57   104   105
KU from LKS   58   59   114   112

 

LG&E and KU also provide services to each other and to LKS. Billings between LG&E and KU relate to labor and overheads associated with union and hourly employees performing work for the other company, charges related to jointly-owned generating units and other miscellaneous charges. Tax settlements between LKE and LG&E and LKE and KU are reimbursed through LKS.

58

 

Intercompany Borrowings(LKE)

 

LKE maintains a $225 million revolving line of credit with a PPL Energy Funding subsidiary whereby LKE can borrow funds on a short-term basis at market-based rates. At March 31,June 30, 2015 and December 31, 2014, $40$59 million and $41 million were outstanding and were reflected in "Notes payable with affiliates" on the consolidated Balance Sheets. The interest rate on borrowings is equal to one-month LIBOR plus a spread. The interest rates on the outstanding borrowing at March 31,June 30, 2015 and December 31, 2014 were 1.67%1.68% and 1.65%. Interest on the revolving line of credit was not significant for the three and six months ended March 31,June 30, 2015 and 2014.

 

Intercompany Derivatives(LKE, LG&E and KU)

 

Periodically, LG&E and KU enter into forward-starting interest rate swaps with PPL. These hedging instruments have terms identical to forward-starting swaps entered into by PPL with third parties. See Note 14 for additional information on intercompany derivatives.

 

Other(PPL Electric, LG&E and KU)

 

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

 

12. Other Income (Expense) - net

 

(PPL)

 

The components of "Other"Other Income (Expense) - net" for the periodsthree and six months ended March 31 were:

    Three Months
    2015 2014
Other Income      
 Earnings on securities in NDT funds $ 7 $ 6
 Interest income   1   1
 AFUDC - equity component   4   3
 Miscellaneous   5   2
 Total Other Income   17   12
Other Expense      
 Economic foreign currency exchange contracts (Note 14)   (88)   24
 Charitable contributions   5   7
 Spinoff of PPL Energy Supply transaction costs (Note 8)   2     
 Miscellaneous   3   4
 Total Other Expense   (78)   35
Other Income (Expense) - net $ 95 $ (23)

June 30, 2015 and 2014 consisted primarily of losses on economic foreign currency exchange contracts. See Note 14 for additional information on these derivatives.

 

(All Registrants except PPL)PPL Electric, LKE, LG&E and KU)

 

The components of "Other Income (Expense) - net" for the three and six months ended March 31,June 30, 2015 and 2014 for PPL Electric, LKE, LG&E and KU were not significant.

 

13. Fair Value Measurements and Credit Concentration

 

(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.Transfers between levels are recognized at end-of-reporting-period values. During the three and six months ended March 31,June 30, 2015 and 2014, there were no transfers between Level 1 and Level 2. See Note 1 in each Registrant's 2014 Form 10-K for information on the levels in the fair value hierarchy.

 

5958
Table of Contents

Recurring Fair Value Measurements

 

The assets and liabilities measured at fair value, excluding assets and liabilities of discontinued operations at December 31, 2014, were:

 

     March 31, 2015 December 31, 2014
     Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
PPL                        
Assets                        
 Cash and cash equivalents $ 1,335 $ 1,335       $ 1,751 $ 1,751      
 Short-term investments   135   135         120   120      
 Restricted cash and cash equivalents (a)   231   231         224   224      
 Price risk management assets:                        
  Energy commodities   1,298   2 $ 1,136 $ 160   1,318   6 $ 1,171 $ 141
  Foreign currency contracts   209      209      130      130   
  Cross-currency swaps   49      49      29      28   1
 Total price risk management assets   1,556   2   1,394   160   1,477   6   1,329   142
 NDT funds:                        
  Cash and cash equivalents   20   20         19   19      
  Equity securities                        
   U.S. large-cap   620   461   159      611   454   157   
   U.S. mid/small-cap   93   38   55      89   37   52   
  Debt securities                        
   U.S. Treasury   97   97         99   99      
   U.S. government sponsored agency   8      8      9      9   
   Municipality   76      76      76      76   
   Investment-grade corporate   45      45      42      42   
   Other   3      3      3      3   
  Receivables (payables), net   3   1   2      2      2   
 Total NDT funds   965   617   348      950   609   341   
 Auction rate securities (b)   10         10   10         10
Total assets $ 4,232 $ 2,320 $ 1,742 $ 170 $ 4,532 $ 2,710 $ 1,670 $ 152
                            
Liabilities                        
 Price risk management liabilities:                        
  Energy commodities $ 1,163 $ 2 $ 1,130 $ 31 $ 1,217 $ 5 $ 1,182 $ 30
  Interest rate swaps   235      235      156      156   
  Foreign currency contracts   6      6      2      2   
  Cross-currency swaps   2      2      3      3   
 Total price risk management liabilities $ 1,406 $ 2 $ 1,373 $ 31 $ 1,378 $ 5 $ 1,343 $ 30
                            
PPL Electric                        
Assets                        
 Cash and cash equivalents $ 35 $ 35       $ 214 $ 214      
 Restricted cash and cash equivalents (c)   2   2         3   3      
Total assets $ 37 $ 37       $ 217 $ 217      

LKE                        
Assets                        
 Cash and cash equivalents        $ 40 $ 40       $ 21 $ 21      
 Cash collateral posted to counterparties (d)   22   22         21   21      
Total assets $ 62 $ 62       $ 42 $ 42      
                            
Liabilities                        
 Price risk management liabilities:                        
  Interest rate swaps $ 174    $ 174    $ 114    $ 114   
Total price risk management liabilities $ 174    $ 174    $ 114    $ 114   
                            
LG&E                        
Assets                        
 Cash and cash equivalents $ 17 $ 17       $ 10 $ 10      
 Cash collateral posted to counterparties (d)   22   22         21   21      
Total assets $ 39 $ 39       $ 31 $ 31      
                            
Liabilities                        
 Price risk management liabilities:                        
  Interest rate swaps $ 113    $ 113    $ 81    $ 81   
Total price risk management liabilities $ 113    $ 113    $ 81    $ 81   
                            
60

 March 31, 2015 December 31, 2014  June 30, 2015 December 31, 2014
 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
PPLPPL                 
AssetsAssets  
Cash and cash equivalents $ 846 $ 846       $ 1,399 $ 1,399      
Short-term investments               120   120      
Restricted cash and cash equivalents (a)   32   32         31   31      
Price risk management assets (b):                 
 Foreign currency contracts   93   $ 93    130   $ 130  
 Cross-currency swaps   63      63      29      28 $ 1
Total price risk management assets   156      156      159      158   1
Auction rate securities (c)   2       $ 2   2         2
Total assetsTotal assets $ 1,036 $ 878 $ 156 $ 2 $ 1,711 $ 1,550 $ 158 $ 3
                   
LiabilitiesLiabilities                 
Price risk management liabilities (b):                 
 Interest rate swaps $ 104   $ 104   $ 156   $ 156  
 Foreign currency contracts   20    20    2    2  
 Cross-currency swaps               3      3   
Total price risk management liabilities $ 124    $ 124    $ 161    $ 161   
 
PPL ElectricPPL Electric                 
AssetsAssets                 
Cash and cash equivalents $ 28 $ 28     $ 214 $ 214    
Restricted cash and cash equivalents (a)   2   2         3   3      
Total assetsTotal assets $ 30 $ 30       $ 217 $ 217      
                 
LKELKE                 
                 
AssetsAssets  
Cash and cash equivalents        $ 13 $ 13     $ 21 $ 21    
Cash collateral posted to counterparties (d)   9   9         21   21      
Total assetsTotal assets $ 22 $ 22       $ 42 $ 42      
                  
LiabilitiesLiabilities                 
Price risk management liabilities:                 
 Interest rate swaps $ 91    $ 91    $ 114    $ 114   
Total price risk management liabilitiesTotal price risk management liabilities $ 91    $ 91    $ 114    $ 114   
 
LG&ELG&E                 
AssetsAssets                 
Cash and cash equivalents $ 7 $ 7     $ 10 $ 10    
Cash collateral posted to counterparties (d)   9   9         21   21      
Total assetsTotal assets $ 16 $ 16       $ 31 $ 31      
 
LiabilitiesLiabilities                 
Price risk management liabilities:                 
 Interest rate swaps $ 68    $ 68    $ 81    $ 81   
Total price risk management liabilitiesTotal price risk management liabilities $ 68    $ 68    $ 81    $ 81   
 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 
KUKU                 KU                 
AssetsAssets                 Assets                 
Cash and cash equivalents $ 23 $ 23     $ 11 $ 11    Cash and cash equivalents $ 6 $ 6     $ 11 $ 11    
Total assetsTotal assets $ 23 $ 23       $ 11 $ 11      Total assets $ 6 $ 6       $ 11 $ 11      
  
LiabilitiesLiabilities                 Liabilities                 
Price risk management liabilities:                 Price risk management liabilities:                 
 Interest rate swaps $ 61   $ 61   $ 33   $ 33   Interest rate swaps $ 23   $ 23   $ 33   $ 33  
Total price risk management liabilitiesTotal price risk management liabilities $ 61    $ 61    $ 33    $ 33   Total price risk management liabilities $ 23    $ 23    $ 33    $ 33   
 

 

(a)Current portion is included in "Restricted cash and cash equivalents""Other current assets" and long-term portion is included in "Other noncurrent assets" on the Balance Sheets.
(b)Included in "Other investments"current assets", "Other current liabilities", "Other noncurrent assets" and "Other deferred credits and noncurrent liabilities" on the Balance Sheets.
(c)Current portion is included in "Other current assets" and long-term portion is includedIncluded in "Other noncurrent assets" on the Balance Sheets.
(d)Included in "Other noncurrent assets" on the Balance Sheets. Represents cash collateral posted to offset the exposure with counterparties related to certain interest rate swaps under master netting arrangements that are not offset.

 

A reconciliation of net assets and liabilities classified as Level 3 for the three months ended March 31 is as follows:
                             
      Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
      2015 2014
      Energy Auction Cross-    Energy Auction Cross-   
      Commodities, Rate Currency    Commodities,  Rate Currency   
       net Securities Swaps Total  net Securities Swaps Total
PPL                        
Balance at beginning of                        
 period $ 111 $ 10 $ 1 $ 122 $ 24 $ 19    $ 43
  Total realized/unrealized                        
   gains (losses)                        
    Included in earnings  (17)         (17)  (135)        (135)
    Included in OCI (a)         6   6       $(1)  (1)
  Sales                 (3)     (3)
  Settlements   30         30   128         128
  Transfers into Level 3   4         4            
  Transfers out of Level 3   1     (7)   (6)         1   1
Balance at end of period $ 129 $ 10 $  $ 139 $ 17 $ 16 $  $ 33

(a)"Energy Commodities, net" and "Cross-Currency Swaps" are included in "Qualifying derivatives" and "Auction Rate Securities" are included in "Available-for-sale securities" on the Statements of Comprehensive Income.

The significant unobservable inputs used in and quantitative information about the fair value measurement of assets and liabilities classified as Level 3 are as follows:

March 31, 2015
Fair Value, netRange
AssetValuationUnobservable(Weighted
(Liability)TechniqueInput(s)Average) (a)
PPL
Energy commodities
Natural gas contracts (b)$ 49Discounted cash flowProprietary model used to calculate forward prices11% - 100% (43%)
Power sales contracts (c) 1Discounted cash flowProprietary model used to calculate forward prices10% - 100% (82%)
Heat rate options (e) 79Discounted cash flowProprietary model used to calculate forward prices22% - 44% (40%)
Auction rate securities (f) 10Discounted cash flowModeled from SIFMA Index41% - 69% (53%)
6159
Table of Contents

December 31, 2014
Fair Value, netRange
AssetValuationUnobservable(Weighted
(Liability)TechniqueInput(s)Average) (a)
PPL
Energy commodities
Natural gas contracts (b)$ 59Discounted cash flowProprietary model used to calculate forward prices11% - 100% (52%)
Power sales contracts (c) (1)Discounted cash flowProprietary model used to calculate forward prices10% - 100% (59%)
FTR purchase contracts (d) 3Discounted cash flowHistorical settled prices used to model forward prices 100% (100%)
Heat rate options (e) 50Discounted cash flowProprietary model used to calculate forward prices23% - 51% (45%)
Auction rate securities (f) 10Discounted cash flowModeled from SIFMA Index44% - 69% (63%)
Cross-currency swaps (g) 1Discounted cash flowCredit valuation adjustment 15% (15%)

(a)For energy commodities and auction rate securities, the range and weighted average represent the percentage of fair value derived from the unobservable inputs. For cross-currency swaps, the range and weighted average represent the percentage change in fair value due to the unobservable inputs used in the model to calculate the credit valuation adjustment.
(b)As the forward price of natural gas increases/(decreases), the fair value of purchase contracts increases/(decreases). As the forward price of natural gas increases/(decreases), the fair value of sales contracts (decreases)/increases.
(c)As forward market prices increase/(decrease), the fair value of contracts (decreases)/increases. As volumetric assumptions for contracts in a gain position increase/(decrease), the fair value of contracts increases/(decreases). As volumetric assumptions for contracts in a loss position increase/(decrease), the fair value of the contracts (decreases)/increases.
(d)As the forward implied spread increases/(decreases), the fair value of the contracts increases/(decreases).
(e)The proprietary model used to calculate fair value incorporates market heat rates, correlations and volatilities. As the market implied heat rate increases/(decreases), the fair value of the contracts increases/(decreases).
(f)The model used to calculate fair value incorporates an assumption that the auctions will continue to fail. As the modeled forward rates of the SIFMA Index increase/(decrease), the fair value of the securities increases/(decreases).
(g)The credit valuation adjustment incorporates projected probabilities of default and estimated recovery rates. As the credit valuation adjustment increases/(decreases), the fair value of the swaps (decreases)/increases.

Net gains and losses on assets and liabilities classified as Level 3 and included in earnings for the three months ended are reported in the Statements of Income as follows:

  Energy Commodities, net
  Unregulated Unregulated Energy
  Wholesale Energy Retail Energy Purchases
  2015 2014 2015 2014 2015 2014
PPL                 
Total gains (losses) included in earnings$ 21 $ (89) $ (40) $ (63) $ 2 $ 17
Change in unrealized gains (losses) relating                 
 to positions still held at the reporting date  25   (13)   (9)   (33)   1   1

Price Risk Management Assets/Liabilities - Energy Commodities(PPL)

Energy commodity contracts are generally valued using the income approach, except for exchange-traded derivative contracts, which are valued using the market approach and are classified as Level 1. Level 2 contracts are valued using inputs which may include quotes obtained from an exchange (where there is insufficient market liquidity to warrant inclusion in Level 1), binding and non-binding broker quotes, prices posted by ISOs or published tariff rates. Furthermore, independent quotes are obtained from the market to validate the forward price curves. Energy commodity contracts include forwards, futures, swaps, options and structured transactions and may be offset with similar positions in exchange-traded markets. To the extent possible, fair value measurements utilize various inputs that include quoted prices for similar contracts or market-corroborated inputs. In certain instances, these contracts may be valued using models, including standard option valuation models and other standard industry models. When the lowest level inputs that are significant to the fair value measurement of a contract are observable, the contract is classified as Level 2.

When unobservable inputs are significant to the fair value measurement, a contract is classified as Level 3. Level 3 contracts are valued using PPL proprietary models which may include significant unobservable inputs such as delivery at a location where pricing is unobservable, delivery dates that are beyond the dates for which independent quotes are available, volumetric assumptions, implied volatilities, implied correlations, and market implied heat rates. Forward transactions, including forward transactions classified as Level 3, are analyzed by PPL's Risk Management department. Accounting personnel interpret the analysis quarterly to appropriately classify the forward transactions in the fair value hierarchy.

62

Valuation techniques are evaluated periodically. Additionally, Level 2 and Level 3 fair value measurements include adjustments for credit risk based on PPL's own creditworthiness (for net liabilities) and its counterparties' creditworthiness (for net assets). PPL's credit department assesses all reasonably available market information which is used by accounting personnel to calculate the credit valuation adjustment.

In certain instances, energy commodity contracts are transferred between Level 2 and Level 3. The primary reasons for the transfers during 2015 were changes in the availability of market information and changes in the significance of the unobservable inputs utilized in the valuation of the contracts.

Price Risk Management Assets/Liabilities - Interest Rate Swaps/Foreign Currency Contracts/Cross-Currency Swaps (PPL, LKE, LG&E and KU)

 

To manage interest rate risk, PPL, LKE, LG&E and KU use interest rate contracts such as forward-starting swaps, floating-to-fixed swaps and fixed-to-floating swaps. To manage foreign currency exchange risk, PPL uses foreign currency contracts such as forwards, options and cross-currency swaps that contain characteristics of both interest rate and foreign currency contracts. An income approach is used to measure the fair value of these contracts, utilizing readily observable inputs, such as forward interest rates (e.g., LIBOR and government security rates) and forward foreign currency exchange rates (e.g., GBP), as well as inputs that may not be observable, such as credit valuation adjustments. In certain cases, market information cannot practicably be obtained to value credit risk and therefore internal models are relied upon. These models use projected probabilities of default and estimated recovery rates based on historical observances. When the credit valuation adjustment is significant to the overall valuation, the contracts are classified as Level 3. For PPL, the primary reason for the transfers between Level 2 and Level 3 during 2015 and 2014 was the change in the significance of the credit valuation adjustment. Cross-currency swaps are valued by PPL's Treasury department.department, which reports to the Chief Financial Officer (CFO). Accounting personnel, who also report to the CFO, interpret analysis quarterly to classify the contracts in the fair value hierarchy. Valuation techniques are evaluated periodically.

 

(PPL)

NDT Funds

The market approach is used to measure the fair value of equity securities held in theNDT funds.

·The fair value measurements of equity securities classified as Level 1 are based on quoted prices in active markets.

·The fair value measurements of investments in commingled equity funds are classified as Level 2. These fair value measurements are based on firm quotes of net asset values per share, which are not obtained from a quoted price in an active market.

The fair value of debt securities is generally measured using a market approach, including the use of pricing models which incorporate observable inputs. Common inputs include benchmark yields, relevant trade data, broker/dealer bid/ask prices, benchmark securities and credit valuation adjustments. When necessary, the fair value of debt securities is measured using the income approach, which incorporates similar observable inputs as well as payment data, future predicted cash flows, collateral performance and new issue data.

Auction Rate Securities

Auction rate securities include Federal Family Education Loan Program guaranteed student loan revenue bonds, as well as various municipal bond issues. The probability of realizing losses on these securities is not significant.

The fair value of auction rate securities is estimated using an income approach that includes readily observable inputs, such as principal payments and discount curves for bonds with credit ratings and maturities similar to the securities, and unobservable inputs, such as future interest rates that are estimated based on the SIFMA Index, creditworthiness, and liquidity assumptions driven by the impact of auction failures. When the present value of future interest payments is significant to the overall valuation, the auction rate securities are classified as Level 3.

Auction rate securities are valued by PPL's Treasury department. Accounting personnel interpret the analysis quarterly to classify the contracts in the fair value hierarchy. Valuation techniques are evaluated periodically.

63

Nonrecurring Fair Value Measurements(PPL)

 

The following nonrecurring fair value measurement occurred duringSee Note 8 for information regarding the three months ended March 31, 2014, resulting in an asset impairment:

    Carrying Fair Value Measurements Using   
   Amount (a) Level 3 Loss (b)
PPL         
Kerr Dam Project $ 47 $ 29 $ 18

(a)Represents carrying value before fair value measurement.
(b)The loss on the Kerr Dam Project was recorded in the Supply segment and included in "Income (Loss) from Discontinued Operations (net of income taxes)" on the 2014 Statement of Income.

The significant unobservable inputs used in and the quantitative information about the nonrecurring fair value measurement of assets and liabilities classified as Level 3 are as follows:
    
   Fair Value, net   Significant Range
   Asset Valuation Unobservable (Weighted
   (Liability) Technique Input(s) Average)(a)
Kerr Dam Project           
 March 31, 2014$29 Discounted cash flow Proprietary model used to calculate plant value 38% (38%)

(a)The range and weighted average represent the percentage of fair value derived from the unobservable inputs.

Kerr Dam Project

PPL Montana previously held a joint operating license issued for the Kerr Dam Project. The license extends until 2035 and, between 2015 and 2025, the Confederated Salish and Kootenai Tribes of the Flathead Nation (the Tribes) have the option to purchase, hold and operate the Kerr Dam Project. The parties submitted the issue of the appropriate amount of the conveyance price to arbitration in February 2013. In March 2014, the arbitration panel issued its final decision holding that the conveyance price payable by the Tribes for the Kerr Dam Project is $18 million. As a result of the decision, PPL Energy Supply performed a recoverability test on the Kerr Dam Project and recorded an impairment charge. PPL Energy Supply performed an internal analysis using an income approach based on discounted cash flows (a PPL proprietary model) to assess theestimated fair value of the Kerr Dam Project.  Assumptions used in the PPL proprietary model were the conveyance price, forward energy price curves, forecasted generation, and forecasted operation and maintenance expenditures that were consistent with assumptions used in the business planning process and a market participant discount rate. Through this analysis, PPL Energy Supply determined the fair valuesegment's net assets as of the Kerr Dam Project to be $29 million at March 31, 2014. The Kerr Dam Project was included in the sale of the Montana Hydroelectric facilities and the assets were removed from the Balance Sheet. See Note 8 for additional information.

The assets were valued by the PPL Energy Supply Financial Department.  Accounting personnel interpreted the analysis to appropriately classify the assets in the fair value hierarchy.June 1, 2015 spinoff date.

 

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.below, excluding long-term debt of discontinued operations at December 31, 2014. The fair values were estimated using an income approach by discounting future cash flows at estimated current cost of funding rates, which incorporate the credit risk of the Registrants. 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, 2015 December 31, 2014
   Carrying    Carrying   
   Amount Fair Value Amount Fair Value
              
PPL $ 20,307 $ 23,258 $ 20,391 $ 22,670
PPL Electric   2,603   3,084   2,602   2,990
              
LKE   4,567   5,091   4,567   4,946
LG&E   1,353   1,493   1,353   1,455
KU   2,091   2,396   2,091   2,313
   June 30, 2015 December 31, 2014
   Carrying    Carrying   
   Amount Fair Value Amount Fair Value
              
PPL $ 18,103 $ 20,211 $ 18,173 $ 20,466
PPL Electric   2,603   2,855   2,602   2,990
LKE   4,567   4,810   4,567   4,946
LG&E   1,353   1,408   1,353   1,455
KU   2,091   2,222   2,091   2,313

 

The carrying value of short-term debt (including notes between affiliates), when outstanding, approximates fair value due to the variable interest rates associated with the short-term debt and is classified as Level 2.

64

Credit Concentration Associated with Financial Instruments

(All Registrants)

Contracts are entered into with many entities for the purchase and sale of energy. When NPNS is elected, the fair value of these contracts is not reflected in the financial statements. However, the fair value of these contracts is considered when committing to new business from a credit perspective. See Note 14 for information on credit policies used to manage credit risk, including master netting arrangements and collateral requirements.

(PPL)

At March 31, 2015, PPL had credit exposure of $692 million from energy trading partners, excluding the effects of netting arrangements, reserves and collateral. As a result of netting arrangements, reserves and collateral, PPL's credit exposure was reduced to $402 million. The top ten counterparties including their affiliates accounted for $220 million, or 55%, of these exposures. Eight of these counterparties had an investment grade credit rating from S&P or Moody's and accounted for 75% of the top ten exposures. The remaining counterparties are rated below investment grade, but are current on their obligations.

(PPL Electric)

PPL Electric is exposed to credit risk under energy supply contracts (including its supply contracts with PPL EnergyPlus); however, its PUC-approved recovery mechanism is anticipated to substantially mitigate this exposure.

(LKE, LG&E and KU)

At March 31, 2015, LKE's, LG&E's and KU's credit exposure was not significant.

 

14. Derivative Instruments and Hedging Activities

 

Risk Management Objectives

 

(All Registrants)

 

PPL has a risk management policy approved by the Board of Directors to manage market risk associated with commodities, interest rates on debt issuances and foreign exchange (including price, liquidity and volumetric risk) and credit risk (including non-performance risk and payment default risk). The RMC, comprised of senior management and chaired by the Chief Risk Officer, 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, and market prices, verification of risk and transaction limits, and VaR analyses, portfolio stress tests, gross margin at risk analyses, sensitivity analyses and daily portfolio reporting, including open positions, determinations of fair value, and other risk management metrics.analyses.

 

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, volumes of full-requirement sales contracts, basis exposure, interest rates

60
Table of Contents

and foreign currency exchange rates. Many of the contracts meet the definition of a derivative. All derivatives are recognized on the Balance Sheets at their fair value, unless NPNS is elected.

 

The table belowfollowing summarizes the market risks that affect PPL and its Subsidiary Registrants.

 

PPLPPL ElectricLKELG&EKU
Commodity price risk (including basis and volumetric risk)XMMMM
Interest rate risk:
Debt issuancesXMMMM
Defined benefit plansXMMMM
NDT securitiesX
Equity securities price risk:
Defined benefit plansXMMMM
NDT securitiesX
Future stock transactionsX
Foreign currency risk - WPD investment and earningsX
65

X= PPL actively mitigates market risks through its risk management programs described above.
M= The regulatory environments for PPL's regulated entities, by definition, significantly mitigate market risk.

Commodity price risk

 

·PPL is exposed to commodity price risk through its domestic subsidiaries as described below. WPD is exposed to volumetric risk which is significantly mitigated as a result of the method of regulation in the U.K.

·PPL is exposed to commodity price risk for energy and energy-related products associated with the sale of electricity from its generating assets and other electricity and gas marketing activities and the purchase of fuel and fuel-related commodities for generating assets, as well as for proprietary trading activities.

 

·PPL Electric is exposed to commodity price risk from its obligation as PLR; however, its PUC-approved cost recovery mechanism substantially eliminates its exposure to this risk. PPL Electric also mitigates its exposure to volumetric risk by entering into full-requirement supply agreements to serve its PLR customers. These supply agreements transfer the volumetric risk associated with the PLR obligation to the energy suppliers.

 

·LG&E's and KU's rates include certain mechanisms for fuel and environmental expenses. In addition, LG&E's rates include certain mechanisms for gas supply. These mechanisms generally provide for timely recovery of market price and volumetric fluctuations associated with these expenses.

 

Interest rate risk

 

·PPL and its subsidiaries are exposed to interest rate risk associated with forecasted fixed-rate and existing floating-rate debt issuances. PPL and WPD holdshold over-the-counter cross currency swaps to limit exposure to market fluctuations on interest and principal payments from changes in foreign currency exchange rates and interest rates. LG&E utilizes over-the-counter interest rate swaps to limit exposure to market fluctuations on floating-rate debt, anddebt. 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 held by defined benefit plans. This risk is significantly mitigated to the extent that the plans are sponsored at, or sponsored on behalf of, the regulated domestic utilities and for certain plans at WPD due to the recovery mechanisms in place. Additionally, PPL is exposed to interest rate risk associated with debt securities held by the NDT.

 

Equity securities price risk

 

·PPL and its subsidiaries are exposed to equity securities price risk associated with defined benefit plans. This risk is significantly mitigated at the regulated domestic utilities and for certain plans at WPD due to the recovery mechanisms in place. Additionally, PPL is exposed to equity securities price risk in the NDT funds.

 

·PPL is exposed to equity securities price risk from future stock sales and/or purchases.

 

Foreign currency risk

 

·PPL is exposed to foreign currency exchange risk primarily associated with its investments in and earnings of U.K. affiliates.

 

Credit Risk

 

Credit risk is the potential loss that may be incurred due to a counterparty's non-performance.

 

PPL is exposed to credit risk from "in-the-money" interest rate and foreign currency derivatives with financial institutions, as well as additional credit risk through certain of its subsidiaries, as discussed below.

 

PPL is exposed to credit risk from "in-the-money" commodity derivatives with its energy trading partners, which include other energy companies, fuel suppliers, financial institutions, other wholesale customers and retail customers.

66

The majority of PPL's credit risk stems from commodity derivatives for multi-year contracts for energy sales and purchases entered into by PPL Energy Supply. If PPL Energy Supply's counterparties fail to perform their obligations under such contracts and PPL Energy Supply could not replace the sales or purchases at the same or better prices as those under the defaulted contracts, PPL Energy Supply would incur financial losses. Those losses would be recognized immediately or through lower revenues or higher costs in future years, depending on the accounting treatment for the defaulted contracts. In the event a supplier of LKE (through its subsidiaries LG&E and KU) or PPL Electric defaults on its obligation, those entities 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, thus mitigating the financial risk for these entities.

 

61
Table of Contents

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. See Note 13 for credit concentration associated with energy trading partners.

 

Master Netting Arrangements

 

Net derivative positions on the balance sheets are not offset against the right to reclaim cash collateral (a receivable) or the obligation to return cash collateral (a payable) under master netting arrangements.

 

PPL's obligation to return counterparty cash collateral under master netting arrangements was $11 million at March 31, 2015PPL, LKE, LG&E and December 31, 2014.

PPL Electric, LKE and LG&EKU had no obligation to return cash collateral under master netting arrangements at March 31,June 30, 2015 and December 31, 2014.

 

PPL, LKE and LG&E posted $22$9 million and $21 million of cash collateral under master netting arrangements at March 31,June 30, 2015 and December 31, 2014.

 

PPL Electric and KU did not post any cash collateral under master netting arrangements at March 31,June 30, 2015 and December 31, 2014.

 

See "Offsetting Derivative Investments"Instruments" below for a summary of derivative positions presented in the balance sheets where a right of setoff exists under these arrangements.

(PPL)

Commodity Price Risk (Non-trading)

Commodity price risk, including basis and volumetric risk, is among PPL's most significant risks due to the level of investment that PPL Energy Supply maintains in its competitive generation assets, as well as the extent of its marketing activities. Several factors influence price levels and volatilities. These factors include, but are not limited to, seasonal changes in demand, weather conditions, available generating assets within regions, transportation/transmission availability and reliability within and between regions, market liquidity, and the nature and extent of current and potential federal and state regulations.

PPL Energy Supply maximizes the value of its unregulated wholesale and unregulated retail energy portfolios through the use of non-trading strategies that include sales of competitive baseload generation, optimization of competitive intermediate and peaking generation and marketing activities.

PPL Energy Supply has a formal hedging program to economically hedge the forecasted purchase and sale of electricity and related fuels for its competitive baseload generation fleet, which includes 6,496 MW (summer rating) of nuclear, coal and hydroelectric generating capacity. PPL Energy Supply attempts to optimize the overall value of its competitive intermediate and peaking fleet, which includes 3,252 MW (summer rating) of natural gas and oil-fired generation. PPL Energy Supply's marketing portfolio is comprised of full-requirement sales contracts and related supply contracts, retail natural gas and electricity sales contracts and other marketing activities. The strategies that PPL Energy Supply uses to hedge its full-requirement sales contracts include purchasing energy (at a liquid trading hub or directly at the load delivery zone), capacity and RECs in the market and/or supplying the energy, capacity and RECs from its generation assets.

67

PPL Energy Supply enters into financial and physical derivative contracts, including forwards, futures, swaps and options, to hedge the price risk associated with electricity, natural gas, oil and other commodities. Certain contracts are non-derivatives or NPNS is elected and therefore they are not reflected in the financial statements until delivery. PPL Energy Supply segregates its non-trading activities into two categories: cash flow hedges and economic activity as discussed below.

Cash Flow Hedges

Certain derivative contracts have qualified for hedge accounting so that the effective portion of a derivative's gain or loss is deferred in AOCI and reclassified into earnings when the forecasted transaction occurs. In 2015 and 2014, there were no active cash flow hedges and there was no hedge ineffectiveness associated with energy derivatives. At March 31, 2015, the accumulated net unrecognized after-tax gains (losses) that are expected to be reclassified into earnings during the next 12 months were $18 million. 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 periods and any amounts previously recorded in AOCI are reclassified into earnings once it is determined that the hedge transaction is probable of not occurring.There were no such reclassifications for the three months ended March 31, 2015 and 2014.

Economic Activity

Many derivative contracts economically hedge the commodity price risk associated with electricity, natural gas, oil and other commodities but do not receive hedge accounting treatment because they were not eligible for hedge accounting or because hedge accounting was not elected. These derivatives hedge a portion of the economic value of PPL Energy Supply's competitive generation assets and unregulated full-requirement and retail contracts, which are subject to changes in fair value due to market price volatility and volume expectations. The derivative contracts in this category that existed at March 31, 2015 range in maturity through 2020.

Examples of economic activity may include hedges on sales of baseload generation, certain purchase contracts used to supply full-requirement sales contracts, FTRs or basis swaps used to hedge basis risk associated with the sale of competitive generation or supplying full-requirement sales contracts, Spark Spread hedging contracts, retail electric and natural gas activities, and fuel oil swaps used to hedge price escalation clauses in coal transportation and other fuel-related contracts. PPL Energy Supply also uses options, which include the sale of call options and the purchase of put options tied to a particular generating unit. Since the physical generating capacity is owned, price exposure is generally capped at the price at which the generating unit would be dispatched and therefore does not expose PPL Energy Supply to uncovered market price risk.

The unrealized gains (losses) for economic activity for the periods ended March 31 were as follows.

         Three Months
       2015 2014
Operating Revenues            
 Unregulated wholesale energy       $ (92) $ (789)
 Unregulated retail energy         (13)   (26)
Operating Expenses            
 Fuel            (1)
 Energy purchases         145   580

Commodity Price Risk (Trading)

PPL Energy Supply has a proprietary trading strategy which is utilized to take advantage of market opportunities primarily in its geographic footprint. As a result, PPL Energy Supply may at times create a net open position in its portfolio that could result in losses if prices do not move in the manner or direction anticipated. Net energy trading margins, which are included in "Unregulated wholesale energy" on the Statements of Income, were insignificant for the three months ended March 31, 2015 and 2014.

Commodity Volumes

At March 31, 2015, the net volumes of derivative (sales)/purchase contracts used in support of the various strategies discussed above were as follows.

68

    Volumes (a)
Commodity Unit of Measure 2015 (b) 2016 2017 Thereafter
           
Power MWh  (30,874,062)  (8,521,382)  (248,329)  2,236,333
Capacity MW-Month  (3,998)  (878)  6  3
Gas MMBtu  157,995,389  87,545,701  13,742,416  20,314,625
FTRs MW-Month  532      
Oil Barrels  300,328  387,429  257,483  60,000

(a)Volumes for option contracts factor in the probability of an option being exercised and may be less than the notional amount of the option.
(b)Represents balance of the current year.

 

Interest Rate Risk

 

(PPL, LKE, LG&E and KU)

 

PPL and its subsidiaries issue debt to finance their operations, which exposes them to interest rate risk. Various financial derivative instruments are utilized to adjust the mix of fixed and floating interest rates in their debt portfolio, adjust the duration of the debt portfolio 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.

 

Cash Flow Hedges

 

(PPL)

 

Interest rate risks include exposure to adverse interest rate movements for outstanding variable rate debt and for future anticipated financings. Financial interest rate swap contracts that qualify as cash flow hedges may be entered into to hedge floating interest rate risk associated with both existing and anticipated debt issuances. At March 31,June 30, 2015, PPL held an aggregate notional value in interest rate swap contracts of $1.6$1.3 billion that range in maturity through 2045. The amount outstanding includes swaps entered into by PPL on behalf of LG&E and KU. Realized gains and losses on the LG&E and KU swaps are probable of recovery through regulated rates; as such, any gains and losses on these derivatives are included in regulatory assets or liabilities and will be recognized in "Interest Expense" on the Statements of Income over the life of the underlying debt at the time the underlying hedged interest expense is recorded.

 

At March 31,June 30, 2015, PPL held an aggregate notional value in cross-currency interest rate swap contracts of $1.3 billion that range in maturity from 2016 through 2028 to hedge the interest payments and principal of WPD's U.S. dollar-denominated senior notes.

 

For the three months ended March 31, 2015, PPL had no hedge ineffectiveness associated with interest rate derivatives and an insignificant amount for the three months ended March 31, 2014.

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 probable of not occurring.PPL hadoccurring.

As a result of the June 1, 2015 spinoff of PPL Energy Supply, all PPL cash flow hedges associated with PPL Energy Supply were ineffective and discontinued and therefore, reclassified into earnings and reflected in discontinued operations for the three and six months ended June 30, 2015. See Note 8 for additional information.There were no such reclassifications for the three months ended March 31, 2015June 30, 2014. For the six months ended June 30, 2014, PPL had an insignificant amount reclassified into earnings associated with discontinued cash flow hedges and an insignificant amount reclassified for the three months ended March 31, 2014.hedges.

62
Table of Contents

 

At March 31,June 30, 2015, the accumulated net unrecognized after-tax gains (losses) on qualifying derivatives that are expected to be reclassified into earnings during the next 12 months were $(13)$(29) million. In addition, see Note 8 for unamortized losses on PPL interest rate swaps expected to be reclassified into earnings and reflected in discontinued operations at the close of the spinoff transaction. Amounts are reclassified as the hedged interest expense is recorded.

 

(LKE, LG&E and KU)

 

Periodically, LG&E and KU enter into forward-starting interest rate swaps with PPL that have terms identical to forward-starting swaps entered into by PPL with third parties. Realized gains and losses on all of these swaps are probable of recovery through regulated rates; as such, any gains and losses on these derivatives are included in regulatory assets or liabilities and will be recognized in "Interest Expense" on the Statements of Income over the life of the underlying debt at the time the underlying hedged interest expense is recorded. At March 31,June 30, 2015, the total notional amount of forward starting interest rate swaps outstanding was $1 billion (LG&E and KU each held contracts of $500 million). The swaps range in maturity through 2045.

69

 

Economic Activity(PPL, LKE and LG&E)

 

LG&E enters into interest rate swap contracts that economically hedge interest payments on variable rate debt. Because realized gains and losses from the swaps, including a terminated swap contract, 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,June 30, 2015, LG&E held contracts with a notional amount of $179 million that range in maturity through 2033.

 

Foreign Currency Risk

 

(PPL)

 

PPL is exposed to foreign currency risk, primarily through investments in and earnings of U.K. affiliates. PPL has adopted a foreign currency risk management program designed to hedge certain foreign currency exposures, including firm commitments, recognized assets or liabilities, anticipated transactions and net investments. In addition, PPL enters into financial instruments to protect against foreign currency translation risk of expected GBP earnings.

 

Net Investment Hedges

 

PPL enters into foreign currency contracts on behalf of a subsidiary to protect the value of a portion of its net investment in WPD. The contracts outstanding at March 31,June 30, 2015 had a notional amount of £217£134 million (approximately $355$221 million based on contracted rates). The settlement dates of these contracts range from MayNovember 2015 through June 2016.

 

At March 31,June 30, 2015, PPL had $24$13 million of accumulated net investment hedge after tax gains (losses) that were included in the foreign currency translation adjustment component of AOCI, compared to $14 million at December 31, 2014.

 

Economic Activity

 

PPL enters into foreign currency contracts on behalf of a subsidiary to economically hedge GBP-denominated anticipated earnings. At March 31,June 30, 2015, the total exposure hedged by PPL was approximately £1.3£1.6 billion (approximately $2.1$2.5 billion based on contracted rates). These contracts had termination dates ranging from AprilJuly 2015 through MarchDecember 2017.

 

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 for PPL Energy Supply include certain full-requirement sales contracts, other physical purchase and sales contracts and certain retail energy and physical capacity contracts, and for PPL Electric include certain full-requirement purchase contracts and other physical purchase contracts. Changes in the fair value of derivatives not designated as NPNS are recognized currently in earnings unless specific hedge accounting criteria are met and designated as such, except for the changes in fair values of LG&E's and KU'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,June 30, 2015 and December 31, 2014. PPL Energy Supply has many physical and financial commodity purchases and sales contracts that economically hedge commodity price risk but do not receive hedge accounting treatment. As such, realized and unrealized gains (losses) on these contracts are recorded currently in earnings. Generally each contract is considered a unit of account and PPL presents gains (losses) on physical and financial commodity sales contracts in "Unregulated wholesale energy" or "Unregulated retail energy" and (gains) losses on physical and financial commodity purchase contracts in "Fuel" or "Energy purchases" on the Statements of Income. Certain of the economic hedging strategies employed by PPL Energy Supply utilize a combination of financial purchases and sales contracts which are similarly reported gross as an expense and revenue, respectively, on PPL's Statements of Income. PPL records realized hourly net sales or purchases of physical power with PJM in its Statements of Income as "Unregulated wholesale energy" if in a net sales position and "Energy purchases" if in a net purchase position.

 

63
Table of Contents

See Notes 1 and 17 in each Registrant's 2014 Form 10-K for additional information on accounting policies related to derivative instruments.

70

 

(PPL)

 

The following table presents the fair value and location of derivative instruments recorded on the Balance Sheets.Sheets, excluding derivative instruments of discontinued operations.

 

 March 31, 2015 December 31, 2014 June 30, 2015 December 31, 2014
 Derivatives designated as Derivatives not designated Derivatives designated as Derivatives not designated Derivatives designated as Derivatives not designated Derivatives designated as Derivatives not designated
 hedging instruments as hedging instruments hedging instruments as hedging instruments hedging instruments as hedging instruments hedging instruments as hedging instruments
 Assets Liabilities Assets Liabilities Assets Liabilities Assets Liabilities Assets Liabilities Assets Liabilities Assets Liabilities Assets Liabilities
Current:Current:                    Current:                
Price Risk Management                   
 Assets/Liabilities (a):                   Price Risk Management                   
 Interest rate swaps (b)   $ 160    $ 5    $ 94    $ 5 Assets/Liabilities (a):                   
 Cross-currency swaps (b) $ 1  2          3      Interest rate swaps (b)   $ 59    $ 5    $ 94    $ 5
 Foreign currency                    Cross-currency swaps (b) $ 28            3     
 contracts  24   $ 106  2 $ 12   $ 67   Foreign currency                   
 Commodity contracts         988   904         1,079   1,024 contracts  12   $ 42  17 $ 12   $ 67  
 Total current   25   162   1,094   911   12   97   1,146   1,029 Total current   40   59   42   22   12   97   67   5
Noncurrent:Noncurrent:                   Noncurrent:                   
Price Risk Management                   Price Risk Management                   
 Assets/Liabilities (a):                    Assets/Liabilities (a):                   
 Interest rate swaps (b)    23     47     14     43 Interest rate swaps (b)         40     14     43
 Cross-currency swaps (b)  48          29        Cross-currency swaps (b)  35          29       
 Foreign currency                    Foreign currency                   
 contracts  10     69  4   5     46  2 contracts       39  3   5     46  2
 Commodity contracts         310   259         239   193 Total noncurrent   35      39   43   34   14   46   45
 Total noncurrent   58   23   379   310   34   14   285   238
Total derivativesTotal derivatives $ 83 $ 185 $ 1,473 $ 1,221 $ 46 $ 111 $ 1,431 $ 1,267Total derivatives $ 75 $ 59 $ 81 $ 65 $ 46 $ 111 $ 113 $ 50

 

(a)Represents the locationIncluded in "Other current assets", "Other current liabilities", "Other noncurrent assets" and "Other deferred credits and noncurrent liabilities" on the Balance Sheets.
(b)Excludes accrued interest, if applicable.

 

The following tables present the pre-tax effect of derivative instruments recognized in income, OCI or regulatory assets and regulatory liabilities for the three monthsperiods ended March 31.June 30, 2015.

 

   2015 2014   Three Months Six Months
     Gain (Loss)    Gain (Loss)    Gain (Loss)    Gain (Loss)
    Recognized Recognized    Recognized Recognized
    in Income    in Income    in Income    in Income
     on Derivative Gain (Loss) on Derivative     on Derivative Gain (Loss) on Derivative
     Gain (Loss) (Ineffective Reclassified (Ineffective     Gain (Loss) (Ineffective Reclassified (Ineffective
   Location of Reclassified Portion and from AOCI Portion and   Location of Reclassified Portion and from AOCI Portion and
 Derivative Gain Gain (Loss) from AOCI Amount into Amount Derivative Gain Gain (Loss) from AOCI Amount into Amount
 (Loss) Recognized in Recognized into Income Excluded from Income Excluded from (Loss) Recognized in Recognized into Income Excluded from Income Excluded from
DerivativeDerivative  OCI (Effective Portion)  in Income (Effective Effectiveness (Effective EffectivenessDerivative  OCI (Effective Portion)  in Income (Effective Effectiveness (Effective Effectiveness
RelationshipsRelationships 2015 2014 on Derivative Portion) Testing) Portion) Testing)Relationships Three Months Six Months on Derivative Portion) Testing) Portion) Testing)
Cash Flow Hedges:Cash Flow Hedges:                  Cash Flow Hedges:                 
Interest rate swaps $ (19) $ (46) Interest expense $ (4)   $ (5) $ 2Interest rate swaps $ 17 $ (2) Interest expense $ (3)    $ (7)   
Cross-currency swaps   21   (25) Interest expense   1               Discontinued          
   Other income              operations    $ (77)    $ (77)
         (expense) - net   17     (29)  Cross-currency swaps   15   36 Interest expense   1     2  
Commodity contracts       Unregulated      Other income     
  wholesale energy   (2)      (1)           (expense) - net   15     32  
     Energy purchases   8     7  Commodity contracts    Discontinued          
      Depreciation   1     1         operations   6   7   13   7
      Discontinued operations        2   
TotalTotal $ 2 $ (71)   $ 21    $ (25) $ 2Total $ 32 $ 34   $ 19 $ (70) $ 40 $ (70)
                                      
Net Investment Hedges:Net Investment Hedges:                  Net Investment Hedges:                  
 Foreign currency contracts $ 16 $ (4)             Foreign currency contracts $ (17) $ (1)            
                    
7164
Table of Contents

 

 

Derivatives Not Designated as Location of Gain (Loss) Recognized in     Location of Gain (Loss) Recognized in    
Hedging Instruments  Income on Derivative 2015 2014  Income on Derivative Three Months Six Months
             
Foreign currency contracts Other income (expense) - net $ 88 $ (24) Other income (expense) - net $ (102) $ (14)
Interest rate swaps Interest expense   (2)   (2) Interest expense   (2)   (4)
Commodity contracts Unregulated wholesale energy (a)   (229)   (3,042)
 Unregulated retail energy  (39)  (64) Total $ (104) $ (18)
 Fuel   (3)   (1) 
 Energy purchases (b)   196   2,364
 Discontinued operations      (2)
 Total $ 11 $ (771)
 
 
Derivatives Designated as Location of Gain (Loss) Recognized as    
Hedging Instruments Regulatory Liabilities/Assets 2015 2014
    
Interest rate swaps Regulatory assets- noncurrent $ (56)   
      
Derivatives Not Designated as Location of Gain (Loss) Recognized as     Location of Gain (Loss) Recognized as    
Hedging Instruments Regulatory Liabilities/Assets 2015 2014 Regulatory Liabilities/Assets Three Months Six Months
     
Interest rate swaps Regulatory assets - noncurrent $ (4) $ (4) Regulatory assets - noncurrent $ 7 $ 3
      
Hedging Instruments Regulatory Liabilities/Assets Three Months Six Months
    
Interest rate swaps Regulatory assets - noncurrent $ 76 $ 20

 

(a)2014 includes significant realized and unrealized losses on physical and financial commodity sales contracts due to the unusually cold weather.
(b)2014 includes significant realized and unrealized gains on physical and financial commodity purchase contracts due to the unusually cold weather.

The following tables present the pre-tax effect of derivative instruments recognized in income, OCI, or regulatory assets and regulatory liabilities for the periods ended June 30, 2014.

              Three Months Six Months
                 Gain (Loss)    Gain (Loss)
                 Recognized    Recognized
                 in Income    in Income
              on Derivative Gain (Loss) on Derivative
           Gain (Loss) (Ineffective Reclassified (Ineffective
        Location of Reclassified Portion and from AOCI Portion and
     Derivative Gain Gain (Loss) from AOCI Amount into Amount
     (Loss) Recognized in Recognized into Income Excluded from Income Excluded from
Derivative  OCI (Effective Portion)  in Income (Effective Effectiveness (Effective Effectiveness
Relationships Three Months Six Months on Derivative Portion) Testing) Portion) Testing)
Cash Flow Hedges:                    
 Interest rate swaps $ (14) $ (60) Interest expense $ (4)    $ (9) $ 2
 Cross-currency swaps   9   (16) Interest expense   1      1   
           Other income            
            (expense) - net         (29)   
 Commodity contracts       Discontinued            
            operations   13      22   
Total $ (5) $ (76)    $ 10    $ (15) $ 2
                         
Net Investment Hedges:                     
  Foreign currency contracts $ (14) $ (18)               

Derivatives Not Designated as Location of Gain (Loss) Recognized in      
 Hedging Instruments  Income on Derivative Three Months Six Months
         
Foreign currency contracts Other income (expense) - net $ (72) $ (96)
Interest rate swaps Interest expense   (2)   (4)
  Total $ (74) $ (100)
         
Derivatives Not Designated as Location of Gain (Loss) Recognized as      
 Hedging Instruments Regulatory Liabilities/Assets Three Months Six Months
         
Interest rate swaps Regulatory assets - noncurrent $ (2) $ (6)

 

(LKE)

 

The following table presents the fair value and the location on the Balance Sheets of derivative instruments designated as cash flow hedges.

 

       March 31, 2015 December 31, 2014
       Assets Liabilities  Assets Liabilities
Current:             
 Price Risk Management             
  Assets/Liabilities (a):             
   Interest rate swaps    $ 122     $ 66
       June 30, 2015 December 31, 2014
       Assets Liabilities  Assets Liabilities
Current:             
 Price Risk Management             
  Assets/Liabilities (a):             
   Interest rate swaps    $ 46     $ 66

(a)Represents the location on the Balance Sheets.
65
Table of Contents

The following table presents the pre-tax effect of derivative instruments designated as cash flow hedges that are recognized in regulatory assets for the periods ended June 30, 2015.

Derivative Instruments Location of Gain (Loss) Three Months Six Months
         
Interest rate swaps Regulatory assets - noncurrent $ 76 $ 20

(LG&E)

The following table presents the fair value and the location on the Balance Sheets of derivative instruments designated as cash flow hedges.

       June 30, 2015 December 31, 2014
       Assets Liabilities  Assets Liabilities
Current:             
 Price Risk Management             
  Assets/Liabilities (a):             
   Interest rate swaps    $ 23     $ 33

 

(a)Represents the location on the Balance Sheets.

 

The following table presents the pre-tax effect of derivative instruments designated as cash flow hedges that are recognized in regulatory assets for the three monthsperiods ended March 31.June 30, 2015.

 

 Location of Gain (Loss) Recognized in            
Derivative Instruments Regulatory Assets 2015 2014 Location of Gain (Loss) Three Months Six Months
             
Interest rate swaps Regulatory assets - noncurrent $ (56)    Regulatory assets - noncurrent $ 38 $ 10
     

 

(LG&E)(KU)

 

The following table presents the fair value and the location on the Balance Sheets of derivative instruments designated as cash flow hedges.

 

       March 31, 2015 December 31, 2014
       Assets Liabilities  Assets Liabilities
Current:             
 Price Risk Management             
  Assets/Liabilities (a):             
   Interest rate swaps    $ 61     $ 33
       June 30, 2015 December 31, 2014
       Assets Liabilities  Assets Liabilities
Current:             
 Price Risk Management             
  Assets/Liabilities (a):             
   Interest rate swaps    $ 23     $ 33

 

(a)Represents the location on the Balance Sheets.

 

The following table presents the pre-tax effect of derivative instruments designated as cash flow hedges that are recognized in regulatory assets for the three monthsperiods ended March 31.

72

June 30, 2015.

 

  Location of Gain (Loss) Recognized in      
Derivative Instruments Regulatory Assets 2015 2014
         
Interest rate swaps Regulatory assets - noncurrent $ (28)   

(KU)

The following table presents the fair value and the location on the Balance Sheets of derivative instruments designated as cash flow hedges.

       March 31, 2015 December 31, 2014
       Assets Liabilities  Assets Liabilities
Current:             
 Price Risk Management             
  Assets/Liabilities (a):             
   Interest rate swaps    $ 61     $ 33

(a)Represents the location on the Balance Sheets.

The following table presents the pre-tax effect of derivative instruments designated as cash flow hedges that are recognized in regulatory assets for the three months ended March 31.

 Location of Gain (Loss) Recognized in      
Derivative Instruments Regulatory Assets 2015 2014 Location of Gain (Loss) Three Months Six Months
             
Interest rate swaps Regulatory assets - noncurrent $ (28)    Regulatory assets - noncurrent $ 38 $ 10

 

(LKE and LG&E)

 

The following table presents the fair value and the location on the Balance Sheets of derivatives not designated as hedging instruments.

 

       March 31, 2015 December 31, 2014
       Assets Liabilities  Assets Liabilities
Current:             
 Price Risk Management             
  Assets/Liabilities (a):             
   Interest rate swaps    $ 5     $ 5
     Total current      5       5
Noncurrent:             
 Price Risk Management             
  Assets/Liabilities (a):             
   Interest rate swaps      47       43
     Total noncurrent      47       43
Total derivatives    $ 52     $ 48
       June 30, 2015 December 31, 2014
       Assets Liabilities  Assets Liabilities
Current:             
 Price Risk Management             
  Assets/Liabilities (a):             
   Interest rate swaps    $ 5     $ 5
     Total current      5       5
66
Table of Contents

       June 30, 2015 December 31, 2014
       Assets Liabilities  Assets Liabilities
Noncurrent:             
 Price Risk Management             
  Assets/Liabilities (a):             
   Interest rate swaps      40       43
     Total noncurrent      40       43
Total derivatives    $ 45     $ 48

 

(a)Represents the location on the Balance Sheets.

 

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 three monthsperiods ended March 31.June 30, 2015.

 

 Location of Gain (Loss) Recognized in     Location of Gain (Loss) Recognized in    
Derivative Instruments Income on Derivatives 2015 2014 Income on Derivatives Three Months Six Months
              
Interest rate swaps Interest expense $ (2) $ (2) Interest expense $ (2) $ (4)
  
 Location of Gain (Loss) Recognized in     Location of Gain (Loss) Recognized in    
Derivative Instruments Regulatory Assets 2015 2014 Regulatory Assets Three Months Six Months
            
Interest rate swaps Regulatory assets - noncurrent $ (4) $ (4) Regulatory assets - noncurrent $ 7 $ 3

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 periods ended June 30, 2014.

  Location of Gain (Loss) Recognized in    
Derivative Instruments Income on Derivatives Three Months Six Months
         
Interest rate swaps Interest expense $ (2) $ (4)
         
  Location of Gain (Loss) Recognized in    
Derivative Instruments Regulatory Assets Three Months Six Months
         
Interest rate swaps Regulatory assets - noncurrent $ (2) $ (6)

 

(All Registrants except PPL, Electric)LKE, LG&E and KU)

 

Offsetting Derivative Instruments

 

PPL, LKE, LG&E and KU or certain of their subsidiaries have master netting arrangements or similar agreements in place including derivative clearing agreements with futures commission merchants (FCMs) to permit the trading of cleared

73

derivative products on one or more futures exchanges. The clearing arrangements permit a FCM to use and apply any property in its possession as a set off to pay amounts or discharge obligations owed by a customer upon default of the customer and typically do not place any restrictions on the FCM's use of collateral posted by the customer. PPL, LKE, LG&E and KU and their subsidiaries also enter into agreements pursuant to which they trade 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 setoffset off amounts owed under the agreement against any other obligations arising between the two parties (whether under the agreement or not), whether matured or contingent and irrespective of the currency, place of payment or place of booking of the obligation.

 

PPL, LKE, LG&E and KU have elected not to offset derivative assets and liabilities and not to offset net derivative positions against the right to reclaim cash collateral pledged (an asset) or the obligation to return cash collateral received (a liability) under derivatives agreements.The table below summarizes the derivative positions presented in the balance sheets where a right of setoff exists under these arrangements and related cash collateral received or pledged.

 

   Assets Liabilities
      Eligible for Offset       Eligible for Offset   
         Cash          Cash   
      Derivative Collateral       Derivative Collateral   
   Gross Instruments Received Net Gross Instruments Pledged Net
                          
March 31, 2015                        
PPL                        
 Energy Commodities $ 1,298 $ 990 $ 11 $ 297 $ 1,163 $ 990 $ 49 $ 124
 Treasury Derivatives   258   105      153   243   105   21   117
Total $ 1,556 $ 1,095 $ 11 $ 450 $ 1,406 $ 1,095 $ 70 $ 241
                          
LKE                        
 Treasury Derivatives             $ 174    $ 21 $ 153
                          
LG&E                        
 Treasury Derivatives             $ 113    $ 21 $ 92
                          
KU                        
 Treasury Derivatives             $ 61    $  $ 61
                          
December 31, 2014                        
PPL                        
 Energy Commodities $ 1,318 $ 1,060 $ 10 $ 248 $ 1,217 $ 1,060 $ 58 $ 99
 Treasury Derivatives   159   65      94   161   65   21   75
Total $ 1,477 $ 1,125 $ 10 $ 342 $ 1,378 $ 1,125 $ 79 $ 174
                          
LKE                        
 Treasury Derivatives             $ 114    $ 20 $ 94
                          
LG&E                        
 Treasury Derivatives             $ 81    $ 20 $ 61
                          
KU                        
 Treasury Derivatives             $ 33       $ 33
   Assets Liabilities
      Eligible for Offset       Eligible for Offset   
         Cash          Cash   
      Derivative Collateral       Derivative Collateral   
   Gross Instruments Received Net Gross Instruments Pledged Net
                          
June 30, 2015                        
Treasury Derivatives                        
 PPL $ 156 $ 64    $ 92 $ 124 $ 64 $ 9 $ 51
 LKE               91      9   82
 LG&E               68      9   59
 KU               23         23
67
Table of Contents

   Assets Liabilities
      Eligible for Offset       Eligible for Offset   
         Cash          Cash   
      Derivative Collateral       Derivative Collateral   
   Gross Instruments Received Net Gross Instruments Pledged Net
December 31, 2014                        
Treasury Derivatives                        
 PPL $ 159 $ 65    $ 94 $ 161 $ 65 $ 21 $ 75
 LKE               114      20   94
 LG&E               81      20   61
 KU               33         33

 

Credit Risk-Related Contingent Features

 

Certain derivative contracts contain credit risk-related contingent features which, when in a net liability position, would permit the counterparties to require the transfer of additional collateral upon a decrease in the credit ratings of PPL, LKE, LG&E and KU or certain of their subsidiaries. Most of these features would require the transfer of additional collateral or permit the counterparty to terminate the contract if the applicable credit rating were to fall below investment grade. Some of these features also would allow the counterparty to require additional collateral upon each downgrade in the credit rating at levels that remain above investment grade. In either case, if the applicable credit rating were to fall below investment grade, and assuming no assignment to an investment grade affiliate were allowed, most of these credit contingent features require either immediate payment of the net liability as a termination payment or immediate and ongoing full collateralization on derivative instruments in net liability positions.

 

Additionally, certain derivative contracts contain credit risk-related contingent features that require adequate assurance of performance be provided if the other party has reasonable concerns regarding the performance of PPL's, LKE's, LG&E's, and KU's obligations under the contracts. A counterparty demanding adequate assurance could require a transfer of additional collateral or other security, including letters of credit, cash and guarantees from a creditworthy entity. This would typically

74

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.

 

(All Registrants except PPL, ElectricLKE and KU)LG&E)

 

At March 31,June 30, 2015, derivative contracts in a net liability position that contain credit risk-related contingent features, collateral posted on those positions and the related effect of a decrease in credit ratings below investment grade are summarized as follows:

 

 PPL LKE LG&E PPL LKE LG&E
                  
Aggregate fair value of derivative instruments in a net liability position with credit risk-relatedAggregate fair value of derivative instruments in a net liability position with credit risk-related Aggregate fair value of derivative instruments in a net liability position with credit risk-related 
contingent features $ 241 $ 31 $ 31contingent features $ 42 $ 28 $ 28
Aggregate fair value of collateral posted on these derivative instrumentsAggregate fair value of collateral posted on these derivative instruments  140  22  22Aggregate fair value of collateral posted on these derivative instruments  9  9  9
Aggregate fair value of additional collateral requirements in the event ofAggregate fair value of additional collateral requirements in the event of     Aggregate fair value of additional collateral requirements in the event of     
a credit downgrade below investment grade (a)  128(b)  10  10a credit downgrade below investment grade (a)  33  19  19

 

(a)Includes the effect of net receivables and payables already recorded on the Balance Sheet.
(b)PPL Energy Supply's credit rating is currently below investment grade. Amounts related to PPL Energy Supply represent net liability positions subject to further adequate assurance features.

 

15. Goodwill

 

(PPL)

 

The change in the carrying amount of goodwill for the threesix months ended March 31,June 30, 2015 was due to the effect of foreign currency exchange rates on the U.K. Regulated segment.

 

16.  Asset Retirement Obligations            
               
(All Registrants except PPL Electric)          
               
The changes in the carrying amounts of AROs were as follows.        
               
               
    PPL LKE LG&E KU
               
Balance at December 31, 2014 $ 761 $ 285 $ 74 $ 211
 Accretion   12   3   1   2
 Effect of foreign currency exchange rates   (1)         
 Obligations settled   (1)   (1)   (1)   
Balance at March 31, 2015 $ 771 $ 287 $ 74 $ 213
16.  Asset Retirement Obligations
(PPL, LKE, LG&E and KU)
The changes in the carrying amounts of AROs were as follows.
68
Table of Contents

    PPL LKE LG&E KU
               
Balance at December 31, 2014 $ 336 $ 285 $ 74 $ 211
 Accretion   8   7   2   5
 Changes in estimated cash flow or settlement date   163   163   46   117
 Effect of foreign currency exchange rates   (2)         
 Obligations settled   (2)   (2)   (2)   
Balance at June 30, 2015 $ 503 $ 453 $ 120 $ 333

 

Substantially all of the ARO balances are classified as noncurrent at March 31,June 30, 2015 and December 31, 2014.

 

In connection with the final CCR rule, LG&E and KU recorded increases of $162 million ($45 million at LG&E and $117 million at KU) to the existing AROs during the second quarter of 2015. Further increases to AROs or changes to current capital plans or to operating costs may be required as estimates are refined based on closure developments, groundwater monitoring results and regulatory or legal proceedings. PPL, LKE, LG&E and KU believe relevant costs relating to this rule are subject to rate recovery. See Note 10 for information on athe final CCR rule that is expected to require the recording of additional AROs in the second quarter of 2015.rule.

 

(PPL)

PPL's most significant ARO relates to the decommissioning of the Susquehanna nuclear plant. See Notes 13 and 17 for additional information on the assets in the NDT funds that are legally restricted for the purposes of settling this ARO.

(All Registrants except PPL Electric)

LG&E's and KU's accretion and ARO-related depreciation expense are recorded as a regulatory asset, such that there is no net earnings impact.

 

17. Available-for-Sale Securities

(PPL)

Securities held by the NDT funds and auction rate securities are classified as available-for-sale. Available-for-sale securities are carried on the Balance Sheets at fair value. Unrealized gains and losses on these securities are reported, net of tax, in OCI

75

or are recognized currently in earnings when a decline in fair value is determined to be other-than-temporary. The specific identification method is used to calculate realized gains and losses.

The following table shows the amortized cost, the gross unrealized gains and losses recorded in AOCI and the fair value of available-for-sale securities.

       March 31, 2015 December 31, 2014
          Gross Gross      Gross Gross  
       Amortized  Unrealized  Unrealized   Amortized  Unrealized  Unrealized  
       Cost Gains Losses Fair Value  Cost  Gains Losses Fair Value
NDT funds:                        
   Cash and cash equivalents $ 20       $ 20 $ 19       $ 19
   Equity securities   287 $ 426      713   283 $ 417      700
   Debt securities   218   12 $ 1   229   218   11      229
   Receivables/payables, net   3         3   2         2
   Total NDT funds $ 528 $ 438 $ 1 $ 965 $ 522 $ 428    $ 950
                              
Auction rate securities                        
 PPL $ 11    $ 1 $ 10 $ 11    $ 1 $ 10

See Note 13 for details on the securities held by the NDT funds.

There were no securities with credit losses at March 31, 2015 and December 31, 2014.

The following table shows the scheduled maturity dates of debt securities held at March 31, 2015.

   Maturity Maturity Maturity Maturity   
    Less Than 1-5 6-10 in Excess   
   1 Year Years Years of 10 Years Total
                
Amortized cost $ 11 $ 82 $ 67 $ 69 $ 229
Fair value   11   84   70   74   239

The following table shows proceeds from and realized gains and losses on sales of available-for-sale securities for the periods ended March 31.

     Three Months
       2015 2014
             
Proceeds from sales of NDT securities (a)       $ 38 $ 27
Other proceeds from sales            3
Gross realized gains (b)         5   3
Gross realized losses (b)         3   1

(a)These proceeds are used to pay income taxes and fees related to managing the trust. Remaining proceeds are reinvested in the trust.
(b)Excludes the impact of other-than-temporary impairment charges recognized on the Statements of Income.

18. Accumulated Other Comprehensive Income (Loss)

 

(PPL)(PPL and LKE)

 

The after-tax changes in AOCI by component for the three monthsperiods ended March 31June 30 were as follows.

 

 Foreign Unrealized gains (losses) Defined benefit plans  Foreign Unrealized gains (losses) Defined benefit plans 
 currency Available-  Equity Prior Actuarial Transition  currency Available- Equity Prior Actuarial Transition 
 translation for-sale Qualifying investees' service gain asset  translation for-sale Qualifying investees' service gain asset 
 adjustments securities derivatives AOCI costs (loss) (obligation) Total adjustments securities derivatives AOCI costs (loss) (obligation) Total
PPLPPL       
March 31, 2015March 31, 2015$ (352) $ 206 $ 9 $  $ 3 $ (2,178) $ 1 $ (2,311)
Amounts arising during the periodAmounts arising during the period  (83)  2  21    (6)  53    (13)
Reclassifications from AOCIReclassifications from AOCI     (1)   27         38      64
Net OCI during the periodNet OCI during the period  (83)  1  48    (6)  91    51
Distribution of PPL EnergyDistribution of PPL Energy 
Supply (Note 8)     (207)   (55)         238      (24)
June 30, 2015June 30, 2015$ (435) $  $ 2 $  $ (3) $ (1,849) $ 1 $ (2,284)
                    
December 31, 2014December 31, 2014$ (286) $ 202 $ 20 $ 1 $ 3 $ (2,215) $ 1 $ (2,274)December 31, 2014$ (286) $ 202 $ 20 $ 1 $ 3 $ (2,215) $ 1 $ (2,274)
Amounts arising during the periodAmounts arising during the period  (66)  5  6      (1)    (56)Amounts arising during the period  (149)  7  27    (6)  52    (69)
Reclassifications from AOCIReclassifications from AOCI     (1)   (17)   (1)      38      19Reclassifications from AOCI     (2)   10   (1)      76      83
Net OCI during the periodNet OCI during the period  (66)   4   (11)   (1)      37      (37)Net OCI during the period  (149)  5  37  (1)  (6)  128    14
Distribution of PPL EnergyDistribution of PPL Energy 
Supply (Note 8)     (207)   (55)         238      (24)
June 30, 2015June 30, 2015$ (435) $  $ 2 $  $ (3) $ (1,849) $ 1 $ (2,284)
 
March 31, 2014March 31, 2014$ 120 $ 177 $ 67 $ 1 $ (5) $ (1,790) $ 1 $ (1,429)
Amounts arising during the periodAmounts arising during the period  (3)  14  (1)      (2)    8
Reclassifications from AOCIReclassifications from AOCI     (1)   (5)      1   28      23
Net OCI during the periodNet OCI during the period  (3)   13   (6)      1   26      31
June 30, 2014June 30, 2014$ 117 $ 190 $ 61 $ 1 $ (4) $ (1,764) $ 1 $ (1,398)
 
December 31, 2013December 31, 2013$ (11) $ 173 $ 94 $ 1 $ (6) $ (1,817) $ 1 $ (1,565)
Amounts arising during the periodAmounts arising during the period  128  19  (47)      (2)    98
Reclassifications from AOCIReclassifications from AOCI     (2)   14      2   55      69
Net OCI during the periodNet OCI during the period  128   17   (33)      2   53      167
June 30, 2014June 30, 2014$ 117 $ 190 $ 61 $ 1 $ (4) $ (1,764) $ 1 $ (1,398)
                    
LKELKE       
March 31, 2015March 31, 2015$ (352) $ 206 $ 9 $  $ 3 $ (2,178) $ 1 $ (2,311)March 31, 2015       $ (1) $ (8) $ (36)    $ (45)
Amounts arising during the periodAmounts arising during the period            (8)    (8)
Reclassifications from AOCIReclassifications from AOCI            1         1
Net OCI during the periodNet OCI during the period            1   (8)      (7)
June 30, 2015June 30, 2015       $ (1) $ (7) $ (44)    $ (52)
                  
7669
Table of Contents

 

  Foreign Unrealized gains (losses)    Defined benefit plans   
  currency Available-    Equity Prior Actuarial Transition   
  translation for-sale Qualifying investees' service gain asset   
  adjustments securities derivatives AOCI costs (loss) (obligation) Total
                        
December 31, 2013$ (11) $ 173 $ 94 $ 1 $ (6) $ (1,817) $ 1 $ (1,565)
Amounts arising during the period  131   5   (46)               90
Reclassifications from AOCI     (1)   19      1   27      46
Net OCI during the period  131   4   (27)      1   27      136
March 31, 2014$ 120 $ 177 $ 67 $ 1 $ (5) $ (1,790) $ 1 $ (1,429)

  Foreign Unrealized gains (losses)    Defined benefit plans   
  currency Available-    Equity Prior Actuarial Transition   
  translation for-sale Qualifying investees' service gain asset   
  adjustments securities derivatives AOCI costs (loss) (obligation) Total
                         
December 31, 2014            $ (8) $ (37)    $ (45)
Amounts arising during the period                 (8)      (8)
Reclassifications from AOCI         $ (1)   1   1      1
Net OCI during the period           (1)   1   (7)      (7)
June 30, 2015         $ (1) $ (7) $ (44)    $ (52)
                         
March 31, 2014            $ (2) $ 14    $ 12
Amounts arising during the period                 (2)      (2)
Net OCI during the period                 (2)      (2)
June 30, 2014            $ (2) $ 12    $ 10
                         
December 31, 2013         $ 1 $ (2) $ 14    $ 13
Amounts arising during the period                 (2)      (2)
Reclassifications from AOCI           (1)            (1)
Net OCI during the period           (1)      (2)      (3)
June 30, 2014            $ (2) $ 12    $ 10

 

(PPL)

The following table presents the gains (losses) and related income taxes for reclassifications from AOCI for the three monthsperiods ended March 31.June 30. The defined benefit plan components of AOCI are not reflected in their entirety in the statement of income during the periods; rather, they are included in the computation of net periodic defined benefit costs (credits). See Note 9 for additional information.

 

           
   Affected Line Item on the Three Months Six Months Affected Line Item on the
Details about AOCIDetails about AOCI 2015 2014 Statements of IncomeDetails about AOCI 2015 2014 2015 2014 Statements of Income
         
Available-for-sale securitiesAvailable-for-sale securities $ 2 $ 2 Other Income (Expense) - netAvailable-for-sale securities $ 2 $ 2 $ 4 $ 4 Other Income (Expense) - net
Total Pre-taxTotal Pre-tax  2  2 Total Pre-tax  2  2  4  4 
Income TaxesIncome Taxes   (1)   (1) Income Taxes   (1)   (1)   (2)   (2) 
Total After-taxTotal After-tax   1   1 Total After-tax   1   1   2   2 
    
Qualifying derivativesQualifying derivatives Qualifying derivatives 
Interest rate swaps  (4)  (3) Interest Expense
Cross-currency swaps  17  (29) Other Income (Expense) - net
   1   Interest ExpenseInterest rate swaps  (3)  (4)  (7)  (7) Interest Expense
Energy commodities  (2)  (1) Unregulated wholesale energy   (77)    (77)   Discontinued operations
  8  7 Energy purchasesCross-currency swaps  15    32  (29) Other Income (Expense) - net
    2 Discontinued operations   1  1  2  1 Interest Expense
   1   1 OtherEnergy commodities   13   13   20   22 Discontinued operations
Total Pre-taxTotal Pre-tax  21  (23) Total Pre-tax  (51)  10  (30)  (13) 
Income TaxesIncome Taxes   (4)   4 Income Taxes   24   (5)   20   (1) 
Total After-taxTotal After-tax   17   (19) Total After-tax   (27)   5   (10)   (14) 
    
Equity investees' AOCIEquity investees' AOCI   2    Other Income (Expense) - netEquity investees' AOCI         2    Other Income (Expense) - net
Total Pre-taxTotal Pre-tax  2   Total Pre-tax      2   
Income TaxesIncome Taxes   (1)    Income Taxes         (1)    
Total After-taxTotal After-tax   1    Total After-tax         1    
  
Defined benefit plansDefined benefit plans Defined benefit plans 
Prior service costs    (2) Prior service costs    (2)    (4) 
Net actuarial loss   (51)   (36) Net actuarial loss   (50)   (36)   (101)   (72) 
Total Pre-taxTotal Pre-tax  (51)  (38) Total Pre-tax  (50)  (38)  (101)  (76) 
Income TaxesIncome Taxes   13   10 Income Taxes   12   9   25   19 
Total After-taxTotal After-tax   (38)   (28) Total After-tax   (38)   (29)   (76)   (57) 
    
Total reclassifications during the periodTotal reclassifications during the period $ (19) $ (46) Total reclassifications during the period $ (64) $ (23) $ (83) $ (69) 
70
Table of Contents

 

19.18. New Accounting Guidance Pending Adoption

 

(All Registrants)

 

Accounting for Revenue from Contracts with Customers

 

In May 2014, the FASBFinancial Accounting Standards Board (FASB) issued accounting guidance that establishes a comprehensive new model for the recognition of revenue from contracts with customers. This model is based on the core principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

 

For public business entities, thisThis guidance can be applied using either a full retrospective or modified retrospective transition method, beginningmethod. The FASB has affirmed a recent proposal to defer the effective date of the standard by one year, which for public business entities, would result in initial application of this guidance in annual reporting periods beginning after December 15, 20162017 and interim periods within those years. Early adoptionThe proposed standard allows entities to early adopt the guidance as of the original effective date of the standard, which for public business entities is not permitted. Theannual reporting periods beginning after December 15, 2016. Pending the FASB's issuance of the effective date deferral, the Registrants willexpect to adopt this guidance effective January 1, 2017.

2018.

The Registrants are currently assessing the impact of adopting this guidance, as well as the transition method they will use.

Reporting Uncertainties about an Entity's Ability to Continue as a Going Concern

 

In August 2014, the FASB issued accounting guidance which will require management to assess, for each interim and annual period, whether there are conditions or events that raise substantial doubt about an entity's ability to continue as a going concern. Substantial doubt about an entity's ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date the financial statements are issued.

 

When management identifies conditions or events that raise substantial doubt about an entity's ability to continue as a going concern, management is required to disclose information that enables users of the financial statements to understand the principal conditions or events that raised substantial doubt about the entity's ability to continue as a going concern and management's evaluation of the significance of those conditions or events. If substantial doubt about the entity's ability to continue as a going concern has been alleviated as a result of management's plan, the entity should disclose information that allows the users of the financial statements to understand those plans. If the substantial doubt about the entity's ability to continue as a going concern is not alleviated by management's plans, management's plans to mitigate the conditions or events that gave rise to the substantial doubt about the entity's ability to continue as a going concern should be disclosed, as well as a statement that there is substantial doubt the entity's ability to continue as a going concern within one year after the date the financial statements are issued.

 

For all entities, this guidance should be applied prospectively within the annual periods ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted.

 

The Registrants will adopt this guidance for the annual period ending December 31, 2016. The adoption of this guidance is not expected to have a significant impact on the Registrants.

 

Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity

 

In November 2014, the FASB issued guidance that clarifies how current accounting guidance should be interpreted when evaluating the economic characteristics and risks of a host contract of a hybrid financial instrument issued in the form of a share. This guidance does not change the current criteria for determining whether separation of an embedded derivative feature from a hybrid financial instrument is required. Entities are still required to evaluate whether the economic risks of the embedded derivative feature are clearly and closely related to those of the host contract, among other relevant criteria.

 

An entity should consider the substantive terms and features of the entire hybrid financial instrument, including the embedded derivative feature being evaluated for bifurcation, in evaluating the nature of the host contract to determine whether the host contract is more akin to a debt instrument or more akin to an equity instrument. An entity should assess the relative strength of the debt-like and equity-like terms and features when determining how to weight those terms and features.

71
Table of Contents

 

For public business entities, this guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 and should be applied using a modified retrospective method for existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year the guidance is adopted. Early adoption is permitted. Retrospective application is permitted but not required.

 

The Registrants will adopt this guidance on January 1, 2016. The adoption of this guidance is not expected to have a significant impact on the Registrants.

 

Income Statement Presentation of Extraordinary and Unusual Items

 

In January 2015, the FASB issued accounting guidance that eliminates the concept of extraordinary items, which requires an entity to separately classify, present in the income statement and disclose material events and transactions that are both unusual and occur infrequently. The requirement to report material events or transactions that are unusual or infrequent as a separate component of income from continuing operations has been retained, as has the requirement to separately present the nature and financial effects of each event or transaction in the income statement as a separate component of continuing operations or disclose them within the notes to the financial statements. The scope of these requirements has been expanded to include items that are both unusual and occur infrequently.

 

For all entities, this guidance is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted provided that an entity applies the guidance from the beginning of the fiscal year of adoption. The guidance may be applied either retrospectively or prospectively.

 

78

The Registrants will adopt this guidance on January 1, 2016. The adoption of this guidance is not expected to have a significant impact on the Registrants.

 

Simplifying the Presentation of Debt Issuance Costs

 

In April 2015, the FASB issued accounting guidance to simplify the presentation of debt issuance costs by requiring debt issuance costs to be presented on the balance sheet as a direct deduction from the carrying amount of the associated debt liability, consistent with the presentation of debt discounts.

 

For public business entities, this guidance should be applied retrospectively for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. Early adoption is permitted.

 

The Registrants are assessing in which period they will adopt this new guidance.guidance on January 1, 2016. The adoption of this guidance will require the Registrants to reclassify debt issuance costs from assets to long-term debt, and is not expected to have a significant impact on the Registrants.

7972
Table of Contents

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 Corporation, PPL Electric, LKE, LG&E and KU. Information contained herein relating to any individual Registrant is filed by such Registrant solely on its own behalf, and no Registrant makes any representation as to information relating to any other Registrant. The specific Registrant to which disclosures are applicable is identified in parenthetical headings in italics above the applicable disclosure or within the applicable disclosure for each Registrant's related activities and disclosures. Within combined disclosures, amounts are disclosed for any Registrant when significant.

 

The following should be read in conjunction with the Registrants' Condensed Consolidated Financial Statements and the accompanying Notes and with the Registrants' 2014 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, a description of key factors expected to impact future earnings and a discussion of important financial and operational developments.

 

·"Results of Operations" for PPL provides a detailed analysis of earnings by segment, and forPPL Electric, LKE, LG&E and KU,includes a summary of earnings. For all Registrants, "Margins" provides explanations of non-GAAP financial measures and "Statement of Income Analysis" addresses significant changes in principal line items on the Statements of Income, comparing the three and six months ended March 31,June 30, 2015 with the same periodperiods in 2014.

 

·"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 an energy anda utility holding company. ThroughPPL, through its regulated utility subsidiaries, PPL delivers electricity to customers in the U.K., Pennsylvania, Kentucky, Virginia and Tennessee; delivers natural gas to customers in Kentucky; and generates electricity from power plants in the northeastern, northwesternKentucky. In June 2014, PPL and southeastern U.S.;PPL Energy Supply executed definitive agreements with affiliates of Riverstone to combine their competitive power generation businesses into a new, stand-alone, publicly traded company named Talen Energy. The transaction was completed on June 1, 2015. See "Financial and markets wholesale or retail energy primarily in the northeasternOperational Developments - Other Financial and northwestern portionsOperational Developments - Spinoff of the U.S.PPL Energy Supply" below for additional information.

73
Table of Contents

PPL's principal subsidiaries are shown below (* denotes an SEC registrant).

 

       PPL Corporation* PPL Corporation*
        
          
PPL Capital Funding
                  
                  

PPL Capital FundingGlobal

Engages in the regulated distribution of electricity in the U.K.

  

LKE*

  

PPL Electric*

Engages in the regulated transmission and distribution of electricity in Pennsylvania

 
                  
                  
 

PPL Global

Engages in the regulated distribution of electricity in the U.K.

LKE*

PPL Electric*

Engages in the regulated transmission and distribution of electricity in Pennsylvania

PPL Energy Supply*

   

LG&E*

Engages in the regulated generation, transmission, distribution and sale of electricity and distribution and sale of natural gas in Kentucky

  

KU*

Engages in the regulated generation, transmission, distribution and sale of electricity, primarily in Kentucky

  

PPL EnergyPlus

Performs energy marketing and trading activities

Purchases fuel

 

PPL Generation

Engages in the competitive generation of electricity, primarily in Pennsylvania and Montana

                
 U.K. Regulated
Segment
Kentucky Regulated Segment Pennsylvania Kentucky
Regulated Segment
 SupplyPennsylvania
Regulated Segment
 

 

PPL's reportable segments' results primarily represent the results of its relatedthe Subsidiary Registrants, except that the reportable segments are also allocated certain corporate level financing and other costs that are not included in the results of the applicable Subsidiary Registrants. The U.K. Regulated segment does not have a related Subsidiary Registrant.

In June 2014, PPL and PPL Energy Supply executed definitive agreements with affiliates of Riverstone to combine their competitive power generation businesses into a new, stand-alone, publicly traded company named Talen Energy. See "Business Strategy" and "Financial and Operational Developments - Other Financial and Operational Developments - Anticipated Spinoff of PPL Energy Supply" below for additional information. Beginning in the first quarter of 2015, PPL Energy Supply is filing a separate Form 10-Q.

 

In addition to PPL, the other Registrants included in this filing are as follows.

 

(PPL Electric)

 

PPL Electric, headquartered in Allentown, Pennsylvania, is a direct 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 FERC under the Federal Power Act. PPL Electric delivers electricity in its Pennsylvania service area and provides electricity supply to retail customers in that area as a PLR under the Customer Choice Act.

 

(LKE)

 

LKE, headquartered in Louisville, Kentucky, is a wholly owned subsidiary of PPL and a holding company that owns regulated utility operations through its subsidiaries, LG&E and KU, which constitute substantially all of LKE's assets. LG&E and KU are engaged in the generation, transmission, distribution and sale of electricity. LG&E also engages in the distribution and sale of natural gas. LG&E and KU maintain their separate corporate identities and serve customers in Kentucky under their respective names. KU also serves customers in Virginia under the Old Dominion Power name and in Tennessee under the KU name.

 

(LG&E)

 

LG&E, headquartered in Louisville, Kentucky, is a wholly owned subsidiary of LKE and a regulated utility engaged in the generation, transmission, distribution and sale of electricity and distribution and sale of natural gas in Kentucky. LG&E is subject to regulation as a public utility by the KPSC, and certain of its transmission activities are subject to the jurisdiction of the FERC under the Federal Power Act.

81

 

(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, Virginia and Tennessee. KU is subject to regulation as a public utility by the KPSC, the VSCC and the TRA,Tennessee Regulatory Authority, 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 Virginia customers under the Old Dominion Power name and its Kentucky and Tennessee customers under the KU name.

74
Table of Contents

 

Business Strategy

 

(All Registrants)

 

The strategy for the regulated businesses of WPD, PPL Electric, LG&E and KU is to provide efficient, reliable and safe operations and strong customer service, maintain constructive regulatory relationships and achieve timely recovery of costs. These regulated businesses also focus on providing competitively priced energy to customers and achieving stable, long-term growth in earnings and rate base, or RAV, as applicable. Both rate base and RAV are expected to grow for the foreseeable future as a result of significant capital expenditure programs to maintain existing assets and to improve system reliability and, for LKE, LG&E and KU, to comply with federal and state environmental regulations related to coal-fired electricity generation facilities.

 

For the U.K. regulated businesses, effective April 1, 2015 forunder the RIIO-ED1 price control period, 80% of network related expenditures are added to the RAV and, together with adjustments for inflation as measured by Retail Price Index (RPI) and a return on the RAV, recovered through allowed revenue with the remaining 20% of expenditures being recovered in the current regulatory year. RAV is intended to represent expenditures that have a long-term benefit to WPD (similar to capital projects for the U.S. regulated businesses). The RAV balance at March 31, 2015 will continue to be recovered over 20 years and additions after April 1, 2023 will be recovered over 45 years; a transitional arrangement will gradually change the recoverable life overduring the current eight-year price control period, which commenced April 1, 2015, resulting in an expected average useful life of 35 years for RAV additions in that period. In addition, incentive targets have been adjusted in RIIO-ED1, resulting in lower overalltotal available incentive revenues available to be earned.revenues. See "Financial and Operational Developments - Other Financial and Operational Developments - RIIO-ED1" below for additional information.

 

For the U. S. regulated businesses, recovery of capital project costs is attainedachieved through various rate-making mechanisms, including periodic base rate case proceedings, annual FERC formula rate mechanisms, and other regulatory agency-approved recovery mechanisms. In Kentucky, the KPSC has adopted a series of regulatory mechanisms (ECR, DSM, GLT, fuel adjustment clause, gas supply clause and recovery on certain construction work-in-progress) that reduce regulatory lag and provide for timely recovery of and a return on, as appropriate, prudently incurred costs. In Pennsylvania, the FERC transmission formula rate, DSIC mechanism and other recovery mechanisms are in place to reduce regulatory lag and provide for timely recovery of and a return on, as appropriate, prudently incurred costs.

 

To manage financing costs and access to credit markets, and to fund capital expenditures, a key objective of the Registrants is to maintain investment grade credit ratings and adequate liquidity positions. In addition, the Registrants have financial and operational risk management programs that, among other things, are designed to monitor and manage exposure to earnings and cash flow volatility related, to, as applicable, to changes in energy and fuel prices, interest rates, foreign currency exchange rates and counterparty credit quality and the operating performance of generating units.quality. To manage these risks, PPL generally uses contracts such as forwards, options, swaps and insurance contracts.swaps.

 

(PPL)

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

 

InFollowing the June 2014, PPL and PPL Energy Supply executed definitive agreements with affiliates of Riverstone to combine their competitive power generation businesses into a new, stand-alone, publicly traded company named Talen Energy. Under the terms of the agreements, at closing, PPL will spin off to PPL shareowners a newly formed entity, Holdco, which at such time will own all of the membership interests1, 2015 spinoff of PPL Energy Supply, and all of the common stock of Talen Energy. Immediately following the spinoff, Holdco will merge with a special purpose subsidiary of Talen Energy, with Holdco continuing as the surviving company to the merger and as a wholly owned subsidiary of Talen Energy and the sole owner of PPL Energy Supply. Substantially contemporaneous with the spinoff and merger, RJS Power will be contributed by its owners to become a subsidiary of Talen Energy. Following completion of these transactions, PPL shareowners will own 65% of Talen Energy and affiliates of Riverstone will own 35%. PPL will havehas no continuing ownership interest in, control of, or affiliation with Talen Energy.Energy and Talen Energy Supply (formerly, PPL Energy Supply). The transaction is intended to be tax-free to PPL and its shareowners for U.S. federal income tax purposes and is subject to customary closing conditions, including receipt of required regulatory approvals from the NRC, FERC, DOJ and

82

PUC, all of which were received by mid-April 2015. In addition, there must be available, subject to certain conditions, at least $1 billion of undrawn credit capacity under a revolving credit or similar facility of Talen Energy or one or more of its subsidiaries. Any letters of credit or other credit support measures posted in connection with energy marketing and trading transactions at the time of the spinoff are excluded from this calculation.purposes.

 

In connection with the FERC approval, PPL and RJS Power have agreed that within 12 months after closing of the transaction, Talen Energy will divest approximately 1,300 MW of generating assets in one of two groups of assets (from PPL Energy Supply's existing portfolio, this includes either the Holtwood and Wallenpaupack hydroelectric facilities or the Ironwood facility), and limit PJM energy market offers from assets it would retain in the other group to cost-based offers.

On April 29, 2015, PPL's Board of Directors declared the distribution of Holdco to PPL's shareowners of record on May 20, 2015, with the spinoff to occur on June 1, 2015. Based on the number of shares of PPL common stock outstanding at April 29, 2015, the distribution ratio is expected to be approximately 0.125 shares of Talen common stock for each share of PPL common stock. The final ratio will be determined after the record date. The spinoff will have no effect on the number of PPL common shares owned by PPL shareowners or the number of shares of PPL common stock outstanding.

Talen Energy will own and operate a diverse mix of approximately 14,000 MW (after divestitures to meet FERC market power standards) of generating capacity in certain U.S. competitive energy markets primarily in PJM and ERCOT.

Following the transaction,Going forward, PPL's focus will be on its regulated utility businesses in the U.K., Kentucky and Pennsylvania, serving more than 10 million customers. PPL intends to maintain a strong balance sheet and manage its finances consistent with maintaining investment grade credit ratings and providing a competitive total shareowner return, including an attractive dividend. Excluding costs required to provide transition services to Talen Energy and following the spinoff transaction, PPL expects to reduce annual ongoing corporate support costs by approximately $75 million.

 

See "Financial and Operational Developments - Other Financial and Operational Developments - Anticipated SpinoffCosts of PPL Energy Supply"Spinoff" and "Loss on Spinoff" below for additional information.

75
Table of Contents

The strategy for PPL Energy Supply is to optimize the value from its competitive generation asset and marketing portfolios while mitigating near-term volatility in both cash flows and earnings. PPL Energy Supply endeavors to do this by matching energy supply with load, or customer demand, under contracts of varying durations with creditworthy counterparties to capture profits while effectively managing exposure to energy and fuel price volatility, counterparty credit risk and operational risk. PPL Energy Supply is focused on maintaining profitability and positive cash flow during this current period of low energy and capacity prices.

Earnings generated by PPL's U.K. subsidiaries are subject to foreign currency translation risk. The U.K. subsidiaries also have currency exposure to the U.S. dollar to the extent they have U.S. dollar denominated debt. To manage these risks, PPL generally uses contracts such as forwards, options and cross currency swaps that contain characteristics of both interest rate and foreign currency exchange contracts.

 

Financial and Operational Developments

 

Earnings (PPL)

 

PPL's earnings by reportable segments for the periods ended March 31,June 30 were as follows:

 

  Three Months Three Months Six Months
 2015 2014 $ Change 2015 2014 $ Change 2015 2014 $ Change
                
U.K. RegulatedU.K. Regulated $ 375 $ 206 $ 169U.K. Regulated $ 190 $ 187 $ 3 $ 565 $ 393 $ 172
Kentucky RegulatedKentucky Regulated   109   107   2Kentucky Regulated   47   58   (11)   156   165   (9)
Pennsylvania RegulatedPennsylvania Regulated  87  85  2Pennsylvania Regulated  49  52  (3)  136  137  (1)
Supply  95  (75)  170
Corporate and Other (a)Corporate and Other (a)   (19)   (7)   (12)Corporate and Other (a)   (36)   (67)   31   (55)   (76)   21
Net Income $ 647 $ 316 $ 331
Income from Continuing OperationsIncome from Continuing Operations 
After Income Taxes  250  230  20  802  619  183
Discontinued Operations (b)Discontinued Operations (b)   (1,007)   (1)   (1,006)   (912)   (74)   (838)
Net Income (Loss)Net Income (Loss) $ (757) $ 229 $ (986) $ (110) $ 545 $ (655)
 
Income from Continuing OperationsIncome from Continuing Operations 
        After Income Taxes 
EPS - basicEPS - basic $ 0.97 $ 0.50 $ 0.47EPS - basic $ 0.37 $ 0.35   0.02 $ 1.20 $ 0.96 $ 0.24
EPS - diluted (b) $ 0.96 $ 0.49 $ 0.47
EPS - diluted (c)EPS - diluted (c) $ 0.37 $ 0.34   0.03 $ 1.19 $ 0.94 $ 0.25
Net Income (Loss)Net Income (Loss) 
EPS - basicEPS - basic $ (1.13) $ 0.35   (1.48) $ (0.17) $ 0.84 $ (1.01)
EPS - diluted (c)EPS - diluted (c) $ (1.13) $ 0.34   (1.47) $ (0.17) $ 0.83 $ (1.00)

 

(a)Primarily representsincludes unallocated corporate-level 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. 2015costs. Also includes certain costs related to the anticipated spinoff of PPL Energy Supply. See the following table of special items for additional information.
(b)As a result of the spinoff of PPL Energy Supply, substantially representing PPL's Supply segment, the earnings of the Supply segment are included in Discontinued Operations. Included is an $879 million charge reflecting the difference between PPL's recorded value for the Supply segment and its estimated fair value as of the spinoff date, determined in accordance with applicable accounting rules under GAAP. See Note 8 to the Financial Statements for additional information.
(c)See Note 4 to the Financial Statements for information on the Equity Units' impact on the calculation of diluted EPS.

 

83

The following after-tax gains (losses), in total, which management considers special items, impacted PPL's results for the periods ended March 31.June 30. See PPL's "Results of Operations - Segment Earnings" for details of each segment's special items.

 

  Three Months Three Months Six Months
 2015 2014 $ Change 2015 2014 Change 2015 2014 $ Change
                
U.K. RegulatedU.K. Regulated $ 39 $ (58) $ 97U.K. Regulated $ (53) $ (33) $ (20) $ (14) $ (91) $ 77
Supply (a)  95  (75)  170
Corporate and Other (b)   (6)     (6)
Kentucky RegulatedKentucky Regulated   (12)   1   (13)   (12)   1   (13)
Pennsylvania RegulatedPennsylvania Regulated    (4)  4    (4)  4
Corporate and Other (a)Corporate and Other (a)  (14)  (50)  36  (20)  (52)  32
Discontinued Operations (b)Discontinued Operations (b)   (1,007)   (1)   (1,006)   (912)   (74)   (838)
Total PPLTotal PPL  $ 128 $ (133) $ 261Total PPL $ (1,086) $ (87) $ (999) $ (958) $ (220) $ (738)

 

(a)2015 primarily includes transition costs related to the spinoff of PPL Energy Supply. 2014 primarily includes $46 million of deferred income tax expense to adjust valuation allowances that were previously supported by the earnings of PPL Energy Supply. See Note 8 for additional information on the spinoff.
(b)As a result of the anticipated spinoff of PPL Energy Supply, substantially representing PPL's Supply segment, management is now considering the operating resultsearnings of the Supply segment are included in Discontinued Operations and considered to be a special item. See Note 8 toIncluded is an $879 million charge reflecting the Financial Statementsdifference between PPL's recorded value for additional information.
(b)Primarily includes external transactionthe Supply segment and transition costs related toits estimated fair value as of the anticipated spinoff of PPL Energy Supply.date, determined in accordance with applicable accounting rules under GAAP. See Note 8 to the Financial Statements for additional information.

 

2015 Outlook

 

(PPL)

 

In anticipation of the spinoff of PPL Energy Supply, no forward looking information, including an earnings forecast, is being provided for the Supply segment.

Excluding special items, including Supply segment earnings, higher earnings are expected in 2015 compared with 2014, after adjusting 2014 to include certain dissynergies in the Corporate and Other category that were recordedrelated to the spinoff of PPL Energy Supply. This increase is primarily attributed to increases in the Supply segment.U.K. Regulated and Kentucky Regulated segments and lower Corporate and Other charges. The following projections and factors underlying these projections (on an after-tax basis) are provided for PPL's other segments and the Corporate and Other category and the related Registrants.

 

76
Table of Contents

(PPL's U.K. Regulated Segment)

 

Excluding special items, higher earnings are projected in 2015 compared with 2014, primarily driven by lower income taxes and lower depreciation expense, and effects of foreign currency, partially offset by lower utility revenue as Western Power DistributionWPD transitions to a new eight-year price control period (RIIO-ED1) effective April 1, 2015. The remaining 2015 foreign currency earnings exposure for this segment is 97 percentfully hedged.

 

(PPL's Kentucky Regulated Segment and LKE, LG&E and KU)

 

HigherExcluding special items, higher earnings are projected in 2015 compared with 2014, primarily driven by anticipated electric and gas base rate increases effective July 1, 2015, and returns on additional environmental capital investments, partially offset by higher operation and maintenance expense, higher depreciation and higher financing costs.

 

(PPL's Pennsylvania Regulated Segment and PPL Electric)

 

Excluding special items, lower earnings are projected in 2015 compared with 2014, primarily driven by higher operation and maintenance expense, higher depreciation, higher financing costs and a benefit recorded in the first quarter of 2014 for a change in estimate of a regulatory liability, partially offset by higher transmission margins and returns on distribution improvement capital investments.

 

(PPL's Corporate and Other Category)

 

Excluding special items, lower costs are projected in 2015 compared with 2014, after adjusting 2014 to include certain dissynergies in the Corporate and Other category that were recorded inrelated to the spinoff of PPL Energy Supply, segment, primarily driven by the reduction of those dissynergies in 2015 through corporate restructuring efforts and lower income taxes.

 

(All Registrants)

 

Earnings in future periods are subject to various risks and uncertainties. See "Forward-Looking Information," the rest of this Item 2, Notes 6 and 10 to the Financial Statements and "Item 1A. Risk Factors" in this Form 10-Q (as applicable) and "Item 1. Business" and "Item 1A. Risk Factors" in the Registrants' 2014 Form 10-K for a discussion of the risks, uncertainties and factors that may impact future earnings.

84

 

Other Financial and Operational Developments

 

Economic and Market ConditionsRegulatory Requirements

 

(All Registrants except PPL, Electric)LKE, LG&E and KU)

 

The businesses of PPL Energy Supply, LKE, LG&E and KU are subject to extensive federal, state and local environmental laws, rules and regulations, including those pertaining to CCRs, GHG, effluent limitation guidelinesELGs and MATS. See "Financial Condition - Environmental Matters" below for additional information on these requirements. These and other stringent environmental requirements combined with low energy margins for competitive generation, have led several energy companies, including PPL, PPL Energy Supply, LKE, LG&E and KU, to announce plans either to temporarily or permanently close and/or impair certain of their coal-fired generating plants.

 

(PPL)As a result of the environmental requirements discussed above, LKE projects $2.2 billion ($1.1 billion each at LG&E and KU) in capital investment over the next five years and anticipates retiring two coal-fired units at KU no later than early 2016 with a combined summer capacity rating of 161 MW. LG&E retired a 240 MW coal-fired unit in March 2015 and two additional coal-fired units, with a combined summer capacity rating of 323 MW, in June 2015 at the Cane Run plant. The retirement of these units is not expected to have a material impact on the financial condition or results of operations of PPL, LKE, LG&E and KU.

 

Given current and forecasted economic and market conditions, the announced transaction with affiliates of Riverstone to form Talen Energy, PPL Energy Supply's current sub-investment grade credit rating and Talen Energy's expected sub-investment grade credit rating, PPL Energy Supply will continue to monitor its business and operational plans, including capital and operation and maintenance expenditures, its hedging strategies and potential plant modifications to burn lower cost fuels. See "Margins - Changes in Non-GAAP Financial Measures - Unregulated Gross Energy Margins" below for additional information on energy margins.

(All Registrants)

 

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

 

77
Table of Contents

(

PPL)(PPL)

 

Anticipated Spinoff of PPL Energy Supply

In June 2014, PPL and PPL Energy Supply executed definitive agreements with affiliates of Riverstone to spin off PPL Energy Supply and immediately combine it with Riverstone's competitive power generation businesses to form a new, stand-alone, publicly traded company named Talen Energy. The transaction was subject to customary closing conditions, including receipt of regulatory approvals from the NRC, FERC, DOJ and PUC, all of which were received by mid-April 2015. On April 29, 2015, PPL's Board of Directors declared the June 1, 2015 distribution to PPL's shareowners of record on May 20, 2015 of a newly formed entity, Holdco, which at closing owned all of the membership interests of PPL Energy Supply and all of the common stock of Talen Energy.

Immediately following the spinoff on June 1, 2015, Holdco merged with a special purpose subsidiary of Talen Energy, with Holdco continuing as the surviving company to the merger and as a wholly owned subsidiary of Talen Energy and the sole owner of PPL Energy Supply. Substantially contemporaneous with the spinoff and merger, RJS Power was contributed by its owners to become a subsidiary of Talen Energy. PPL shareowners received approximately 0.1249 shares of Talen Energy common stock for each share of PPL common stock they owned on May 20, 2015. Following completion of these transactions, PPL shareowners owned 65% of Talen Energy and affiliates of Riverstone owned 35%. The spinoff had no effect on the number of PPL common shares owned by PPL shareowners or the number of shares of PPL common stock outstanding. The transaction is intended to be tax-free to PPL and its shareowners for U.S. federal income tax purposes.

PPL has no continuing ownership interest in, control of, or affiliation with Talen Energy and Talen Energy Supply (formerly PPL Energy Supply).

Loss on Spinoff

In conjunction with the accounting for the spinoff, PPL evaluated whether the fair value of the Supply segment's net assets was less than the carrying value as of the June 1, 2015 spinoff date.

PPL considered several valuation methodologies to derive a fair value estimate of its Supply segment at the spinoff date. These methodologies included considering the closing "when-issued" Talen Energy market value on June 1, 2015 (the spinoff date) adjusted for the proportional share of the equity value attributable to the Supply segment, as well as the valuation methods consistently used in PPL's goodwill impairment assessments - an income approach using a discounted cash flow analysis of the Supply segment and an alternative market approach considering market multiples of comparable companies.

Although the market value of Talen Energy approach utilized the most observable inputs of the three approaches, PPL considered certain limitations of the "when-issued" trading market for the spinoff transaction including the short trading duration, lack of liquidity in the market and anticipated initial Talen stock ownership base selling pressure, among other factors, and concluded that these factors limit this input being solely determinative of the fair value of the Supply segment. As such, PPL also considered the other valuation approaches in estimating the overall fair value, but ultimately assigned the highest weighting to the Talen Energy market value approach.

The following table summarizes PPL's fair value analysis:

       Weighted
       Fair Value
Approach   Weighting  (in billions)
        
Talen Energy Market Value   50% $ 1.4
Income/Discounted Cash Flow   30%   1.1
Alternative Market (Comparable Company)   20%   0.7
Estimated Fair Value     $ 3.2

A key assumption included in the fair value estimate is the application of a control premium of 25% in the two market approaches. PPL concluded it was appropriate to apply a control premium in these approaches as the goodwill impairment testing guidance was followed in determining the estimated fair value of the Supply segment which has historically been a reporting unit for PPL. This guidance provides that the market price of an individual security (and thus the market capitalization of a reporting unit with publically traded equity securities) may not be representative of the fair value of the reporting unit. This guidance also indicates that substantial value may arise to a controlling shareholder from the ability to take advantage of synergies and other benefits that arise from control over another entity, and that the market price of a

78
Table of Contents

Company's individual share of stock does not reflect this additional value to a controlling shareholder. Therefore, the quoted market price need not be the sole measurement basis for determining the fair value, and including a control premium is appropriate in measuring the fair value of a reporting unit.

In determining the control premium, PPL reviewed premiums received during the last five years in market sales transactions obtained from observable independent power producer and hybrid utility transactions greater than $1 billion. Premiums for these transactions ranged from 5% to 42% with a median of approximately 25%. Given these metrics, PPL concluded a control premium of 25% to be reasonable for both of the market valuation approaches used.

Assumptions used in the discounted cash flow analysis included forward energy prices, forecasted generation, and forecasted operation and maintenance expenditures that were consistent with assumptions used in the Energy Supply portion of the recent Talen Energy business planning process and a market participant discount rate.

Using these methodologies and weightings, PPL determined the estimated fair value of the Supply segment (Classified as Level 3) was below its carrying value of $4.1 billion and recorded a loss on the spinoff of $879 million, which is reflected in discontinued operations and is nondeductible for tax purposes. This amount served to reduce the basis of the net assets accounted for as a dividend at the June 1, 2015 spinoff date.

Costs of Spinoff

 

Following the announcement of the transaction to form Talen Energy as discussed in "Business Strategy" above, efforts were initiated to identify the appropriate staffing for Talen Energy and for PPL and its subsidiaries following completion of the spinoff.  Organizational plans were substantially completed in 2014. The new organizational plans identified the need to resize and restructure the organizations and as a result, in 2014, estimated charges for employee separation benefits were recorded. See Note 8 in the 2014 Form 10-K for additional information. The separation benefits include cash severance compensation, lump sum COBRA reimbursement payments and outplacement services.  Most separations and payment of separation benefits are expected to be completed by the end of 2015. At March 31,June 30, 2015 and December 31, 2014, the recorded liabilities related to the separation benefits were $19$13 million and $30$21 million, which are included in "Other current liabilities" on the Balance Sheets.

 

Additional employee-related costs to be incurred primarily include accelerated stock-based compensation and pro-rated performance-based cash incentive and stock-based compensation awards, primarily for PPL Energy Supply employees and for PPL Services employees who have becomebecame PPL Energy Supply employees in connection with the transaction. ThesePPL Energy Supply recognized $24 million of these costs will be recognized at the spinoff closing date. PPL estimates these additional costs will bedate which are reflected in the range of $30 million to $40 million.discontinued operations.

 

PPL recorded $6$36 million and $42 million of third-party costs related to this transaction during the three and six months ended March 31, 2015 related to this transaction.June 30, 2015. Of these costs, $2$29 million and $31 million were primarily for bank advisory, legal and accounting fees to facilitate the transaction, and are recordedreflected in "Other Income (Expense) - net" on the Statement of Income.discontinued operations. An additional $4$7 million and $11 million of consulting and other costs were incurred to readyprepare the new Talen Energy organization for the spinoff and reconfigure the remaining PPL service functions. These costs are primarily recorded in "Other operation and maintenance" on the Statement of Income. PPL recorded $27$16 million of third-party costs in 2014 related to this transaction. PPL currently estimates a range of totaltransaction during the three and six months ended June 30, 2014. No significant additional third-party costs that will ultimatelyare expected to be incurred of between $60 million and $70 million.incurred.

 

The assets and liabilities of PPL's Supply segment will continue to be classified as "held and used" on PPL's Balance Sheet until the closing of the transaction, at which time the operations of the Supply segment will be classified as discontinued operations. At the close of the transaction, $72 million ($42million after-tax) of cash flow hedges, primarily unamortized losses on PPL interest rate swaps recorded in AOCI and designated as cash flow hedges of PPL Energy Supply's future interest payments, will bewere reclassified into earnings and reflected in discontinued operations.

Discontinued Operations

The amountoperations of these unamortized losses deferredthe Supply segment are included in AOCI at March 31,"Income (Loss) from Discontinued Operations (net of income taxes)" on the Statements of Income.

The assets and liabilities of PPL's Supply segment for all periods prior to the spinoff are included in "Current assets of discontinued operations", "Noncurrent assets of discontinued operations", "Current liabilities of discontinued operations" and "Noncurrent liabilities of discontinued operations" on PPL's Balance Sheet.

Net assets, after recognition of the loss on spinoff, of $3.2 billion were distributed to PPL shareowners on June 1, 2015, was $55 million after-tax.as a result of the completion of the spinoff of PPL Energy Supply.

 

8579
Table of Contents

In conducting its annual goodwill impairment assessment inSee Note 8 to the fourth quarter of 2014financial statements for its Supply segment reporting unit, PPL determined that the estimated fair value of the Supply segment exceeded its carrying value and no impairment was recognized. PPL had not identified any indicators of impairment as of March 31, 2015, but cannot predict whether an impairment loss will be recorded atadditional information related to the spinoff date. An impairment loss would be recognized byof PPL at the spinoff date if the aggregate carrying amount of the Supply segment's assets and liabilities exceed their aggregate fair value at that date and would be reflected in discontinued operations. Upon completion of this transaction, PPL will no longer have a Supply segment.Energy Supply.

 

RIIO-ED1

 

On April 1, 2015, the RIIO-ED1 eight-year price control period commenced for WPD's four DNOs. In February 2014, Ofgem published formal confirmation that WPD's Business Plans submitted by its four DNOs under RIIO-ED1 were accepted as submitted, or "fast-tracked." Fast tracking affords several benefits to the WPD DNOs including the ability to collect additional revenue equivalent to 2.5% of total annual expenditures during the eight-year price control period, or approximately $43 million annually, greater revenue certainty and a higher level of cost savings retention. See "Item 1. Business - Segment Information - U.K. Regulated Segment" of PPL's 2014 Form 10-K for additional information on RIIO-ED1.

 

Depreciation

Effective January 1, 2015, after completing a review of the useful lives of its distribution network assets, WPD extended the weighted average useful lives of these assets to 69 years from 55 years. For the three and six months ended March 31,June 30, 2015, this change in useful lives resulted in lower depreciation of $20$22 million ($1617 million after-tax or $0.02$0.03 per share) and $42 million ($33 million after-tax or $0.05 per share). It is expected to result in an annual reduction in depreciation of approximately $81$86 million ($6568 million after-tax or $0.10 per share) in 2015.

Susquehanna Turbine Blade Inspection

PPL Susquehanna continues to make modifications to address the causes of turbine blade cracking at the PPL Susquehanna nuclear plant first identified in 2011.  Unit 1 completed its planned refueling and turbine inspection outage in June 2014 and installed newly designed shorter last stage blades on one of the low pressure turbines.  This change allowed Unit 1 to run with reduced blade vibration and no identified cracking during 2014. In the first, second and third quarters of 2014, Unit 2 was shut down for blade inspection and replacement, as well as additional maintenance.  The financial impact of the Unit 2 outages was not material.  Based on the positive experience on Unit 1, the same short blade modifications are currently being installed on two of the three turbines on Unit 2 during the spring 2015 scheduled refueling outage. All remaining turbine blade modifications are scheduled to be performed during planned refueling and maintenance outages. Inspections will be performed over the next several maintenance cycles to validate the performance of the modifications and ensure that the problem has been corrected. PPL Susquehanna does not expect additional unscheduled turbine maintenance outages after these modifications are complete.

 

IRS Audits for 1998 - 2011

 

In February 2015, PPL and the IRS Appeals division reached a settlement on the amount of PPL's refund from its open audits for the years 1998 - 2011. The settlement was required to be reviewed and approved by the Joint Committee on Taxation (JCT) before it is considered final. In April 2015, PPL was notified that the JCTJoint Committee on Taxation approved PPL's settlement. Subject toIn the second quarter of 2015, PPL recorded a finaltax benefit of $23 million, which includes an estimate of interest on the refund. Of this amount, $11 million is reflected in continuing operations. Final determination of interest on the refund PPL expects to record a tax benefit inis still pending from the range of $20 million to $30 million in the second quarter of 2015 related to the settlement of previously unrecognized tax benefits.IRS.

 

(PPL and PPL Electric)

Rate Case Proceedings

 

On March 31, 2015, PPL Electric filed a request with the PUC for an increase in its annual distribution revenue requirement of approximately $167.5 million.  The proposal would result in a rate increase of 3.9% on a total bill basis and is expected to become effective on January 1, 2016.  PPL Electric's application includes a request for an authorized return-on-equity of 10.95%.  The application is based on a fully projected future test year of January 1, 2016 through December 31, 2016.

 

Concurrently, PPL Electric filed a petition requesting a waiver of the DSIC cap of 5% of billed revenues and approval to increase the maximum allowable DSIC from 5% to 7.5% for service rendered after January 1, 2016. PPL Electric is requestingrequested that the PUC consolidate these two proceedings and cannot predict the outcome.Administrative Law Judge granted PPL Electric's request.

86

 

(PPL, LKE and KU)

 

FERC Wholesale Formula Rates

 

In September 2013, KU filed an application with the FERC to adjust the formula rate under which KU provides wholesale requirements power sales to 12 municipal customers.  Among other changes, the application requests an amended formula whereby KU would charge cost-based rates with a subsequent true-up to actual costs, replacing the current formula which does not include a true-up.  KU's application proposed an authorized return on equity of 10.7%.  Certain elements, including the new formula rate, became effective April 23, 2014, subject to refund.  In April 2014, nine municipalities submitted notices of termination, under the original notice period provisions, to cease taking power under the wholesale requirements contracts.  Such terminations are to be effective in 2019, except in the case of one municipality with a 2017 effective date.  In addition, a tenth municipality which has become a previously settled termination datetransmission-only customer as of 2016 has given notice that it will transfer service in June 2015.  In July 2014, KU agreed on settlement terms with the two municipal customers that did not provide termination notices and filed the settlement proposal with the FERC for its approval.  In August 2014, the FERC issued an order on the interim settlement agreement allowing the proposed rates to become effective pending a final order.  If approved, the settlement agreement will resolve the rate case with respect to these two municipalities, including an authorizedapproval of the formula rate with a true-up provision and authorizing a return on equity of 10% or the return on equity awarded to other parties in this case, whichever is lower.  Also inIn July 2014,2015, KU made a contractually required filing with the FERC that addressed certain rate recovery matters affectingand the nine terminating municipalities duringreached a settlement in principle which, subject to FERC approval, would resolve

80
Table of Contents

open matters, including providing for certain refunds, approving the remaining termformula rate with a true-up provision, and authorizing a 10.25% return on equity.  An unresolved matter with one terminating municipality may be the subject of their contracts.  KU and the terminating municipalities continue settlement discussions in this proceeding.further negotiations or proceedings.  KU cannot currently predict the ultimate outcome of itsthese FERC applicationsproceedings regarding its wholesale power agreements with the municipalities.municipalities, but does not currently anticipate significant remaining refunds beyond amounts already recorded.

 

(PPL, LKE, LG&E and KU)

 

Rate Case Proceedings

 

On November 26, 2014, LG&E and KU filed requests with the KPSC for increases in annual base electricity rates for LG&E's electric and gas operations and KU's electric operations.  On April 20, 2015, LG&E and KU, and the other parties to the proceeding, filed a unanimous settlement agreement with the KPSC.  The settlement agreement was approved by the KPSC on June 30, 2015. Among other things, the proposed settlement provides for increases in the annual revenue requirements associated with KU base electricelectricity rates of $125 million and LG&E base gas rates of $7 million.  The annual revenue requirement associated with base electricelectricity rates at LG&E willwas not increase.  Thechanged.  Although the settlement did not establish a specific return on equity with respect to the base rates, however an authorized 10% return on equity will be utilized in the ECR and GLT mechanisms.  The settlement agreement provides for deferred recovery of costs associated with Green River Units 3 and 4 through their retirement.  The new regulatory asset will be amortized over three years. The settlement also provides regulatory asset treatment for the difference between pension expense currently booked in accordance with LG&E and KU's pension accounting policy and such anpension expense using a 15 year amortization period for actuarial gains and losses. The proposed settlement remains subject to KPSC approval. If approved, the new rates and all elements of the settlement would bebecame effective July 1, 2015.

(LKE and KU)

On June 30, 2015, KU filed an application with the VSCC to increase annual Virginia base electricity revenue by approximately $7.2 million, representing an increase of 10.1%. KU's application is based on an authorized 10.5% return on equity. Subject to regulatory review and approval, new rates would become effective April 1, 2016.

 

Results of Operations

 

(PPL)

 

The discussion for PPL provides a review of results by reportable segment. The "Margins" discussion provides explanations of non-GAAP financial measures (Kentucky Gross Margins and Pennsylvania Gross Delivery Margins and Unregulated Gross Energy Margins) and a reconciliation of non-GAAP financial measures to "Operating Income." The "Statement of Income Analysis" discussion addresses significant changes in principal line items on PPL's Statements of Income, comparing the three and six months ended March 31,June 30, 2015 with the same periodperiods in 2014. "Segment Earnings, Margins and Statement of Income Analysis" is presented separately for PPL.

 

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

 

(Subsidiary Registrants)

 

The discussion for each of PPL Electric, LKE, LG&E and KU provides a summary of earnings. The "Margins" discussion includes a reconciliation of non-GAAP financial measures to "Operating Income" and "Statement of Income Analysis"

87

addresses significant changes in principal line items on the Statements of Income comparing the three and six months ended March 31,June 30, 2015 with the same periodperiods in 2014. "Earnings, Margins and Statement of Income Analysis" is presented separately for PPL Electric, LKE, LG&E and KU.

 

(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.

81
Table of Contents

 

PPL: Segment Earnings, Margins and Statement of Income Analysis

 

Segment Earnings

 

U.K. Regulated Segment

 

The U.K. Regulated segment consists of PPL Global which primarily includes WPD's regulated electricity distribution operations, the results of hedging the translation of WPD's earnings from British pound sterling into U.S. dollars, and certain costs, such as U.S. income taxes, administrative costs, and allocated financing costs. The U.K. Regulated segment represents 58%70% of NetPPL's Income from Continuing Operations After Income Taxes for the threesix months ended March 31,June 30, 2015 and 33%42% of PPL's assets at March 31,June 30, 2015.

 

Net Income for the periods ended March 31June 30 includes the following results:results.

 

 Three Months Three Months Six Months
 2015 2014 $ Change 2015 2014  $ Change 2015 2014 $ Change
                          
Utility revenuesUtility revenues  $ 686 $ 637 $ 49Utility revenues $ 575 $ 659 $ (84) $ 1,261 $ 1,296 $ (35)
Energy-related businessesEnergy-related businesses    11   11   Energy-related businesses   12   13   (1)   23   24   (1)
Total operating revenues    697   648   49Total operating revenues   587   672   (85)   1,284   1,320   (36)
Other operation and maintenanceOther operation and maintenance    103  108  (5)Other operation and maintenance  96  117  (21)   199  225  (26)
DepreciationDepreciation    59  83  (24)Depreciation  59  87  (28)   118  170  (52)
Taxes, other than incomeTaxes, other than income    36  38  (2)Taxes, other than income  37  40  (3)   73  78  (5)
Energy-related businessesEnergy-related businesses    7   7   Energy-related businesses   8   8      15   15   
Total operating expenses    205   236   (31)Total operating expenses   200   252  (52)   405   488   (83)
Other Income (Expense) - netOther Income (Expense) - net    88  (24)  112Other Income (Expense) - net  (100)  (72)  (28)   (12)  (96)  84
Interest ExpenseInterest Expense    100  122  (22)Interest Expense  103  115  (12)   203  237  (34)
Income TaxesIncome Taxes    105  60  45Income Taxes  (6)  46  (52)   99  106  (7)
Net IncomeNet Income  $ 375 $ 206 $ 169Net Income $ 190 $ 187 $ 3 $ 565 $ 393 $ 172

 

The changes in the results of the U.K. Regulated segment between these periods were due to the factors set forth below, which reflect certain items that management considers special and effects of movements in foreign currency exchange on separate lines within the table and not in their respective Statement of Income line items. See below for additional detail of the special items.

 

Three Months
U.K.
Utility revenues$ 33
Other operation and maintenance (3)
Depreciation 20
Interest expense 5
Income taxes (6)
U.S.
Interest expense and other 9
Income taxes 7
Foreign currency exchange, after-tax 7
Special items, after-tax 97
Total$ 169
   Three Months Six Months
        
U.K.      
 Utility revenues $ (21) $ 12
 Other operation and maintenance   11   7
 Depreciation   22   42
 Interest expense   1   7
 Other   (1)   (1)
 Income taxes   7   1
U.S.      
 Interest expense and other   2   11
 Income taxes   11   19
Foreign currency exchange, after-tax   (9)   (3)
Special items, after-tax   (20)   77
Total $ 3 $ 172

 

U.K.

 

·Lower utility revenues for the three month period primarily due to $33 million from the April 1, 2015 price decrease primarily resulting from the commencement of RIIO-ED1, partially offset by $12 million of higher volume primarily due to weather.
·Higher utility revenues for the six month period primarily due to $42$46 million from the April 1, 2014 price increase, partially offset by $10$37 million from the April 1, 2015 price decrease primarily resulting from the commencement of RIIO-ED1.
·Lower other operation and maintenance for the three month period primarily due to $9 million of lower volume.network maintenance expense.
82
Table of Contents
·Lower depreciation expense for the three and six month periods primarily due to a $20$22 million and $42 million impact of an extension of the network asset lives. See Note 2 to the Financial Statements for additional information.

U.S.

88·Lower income taxes for the three and six month periods primarily due to decreases in taxable dividends.

 

The following after-tax gains (losses), which management considers special items, also impacted the U.K. Regulated segment's results during the periods ended March 31.June 30.

 

    Income Statement Three Months
    Line Item 2015 2014
           
  Other Income      
Foreign currency-related economic hedges, net of tax of $(20), $3 (a) (Expense)-net $ 37 $ (6)
   Other operation      
WPD Midlands acquisition-related adjustment, net of tax of $(1), $0 and maintenance   2   
Change in WPD line loss accrual, net of tax of $0, $13 (b) Utility      (52)
Total   $ 39 $ (58)
   Income Statement Three Months Six Months
   Line Item 2015 2014 2015 2014
                
 Other Income            
Foreign currency-related economic hedges, net of tax of $38, $18, $18, $21 (a)(Expense)-net $ (71) $ (33) $ (34) $ (39)
  Other operation            
WPD Midlands acquisition-related adjustment, net of tax of $0, $0, ($1), $0and maintenance         2   
Change in WPD line loss accrual, net of tax of $0, $0, $0, $13(b)Utility            (52)
Settlement of certain income tax positions (c)Income Taxes   18      18   
Total  $ (53) $ (33) $ (14) $ (91)

 

(a) Represents unrealized gains (losses) on contracts that economically hedge anticipated GBP denominated earnings.

(a)Represents unrealized gains (losses) on contracts that economically hedge anticipated GBP denominated earnings.
(b)In March 2014, Ofgem issued its final decision on the DPCR4 line loss incentives and penalties mechanism.As a result, WPD increased its existing liability by $65 million, pre-tax, for over-recovery of line losses. See Note 6 to the Financial Statements for additional information.
(c)Relates to the April 2015 settlement of open audits for the years 1998-2011. See Note 5 to the Financial Statements for additional information.

 

Kentucky Regulated Segment

 

The Kentucky Regulated segment consists primarily of LKE's regulated electricity generation, transmission and distribution operations of LG&E and KU, as well as LG&E's regulated distribution and sale of natural gas. In addition, certain financing costs are allocated to the Kentucky Regulated segment. The Kentucky Regulated segment represents 17%19% of NetPPL's Income from Continuing Operations After Income Taxes for the threesix months ended March 31,June 30, 2015 and 27%35% of PPL's assets at March 31,June 30, 2015.

 

Net Income for the periods ended March 31June 30 includes the following results:results.

 

 Three Months Three Months Six Months
  2015 2014 $ Change  2015 2014 $ Change 2015 2014 $ Change
        
Utility revenuesUtility revenues $ 899 $ 934 $ (35)Utility revenues $ 714 $ 722 $ (8) $ 1,613 $ 1,656 $ (43)
Fuel Fuel   253  277  (24)Fuel   214  231  (17)  467  508  (41)
Energy purchasesEnergy purchases  92  124  (32)Energy purchases  28  36  (8)  120  160  (40)
Other operation and maintenanceOther operation and maintenance  209  206  3Other operation and maintenance  214  206  8  423  412  11
DepreciationDepreciation  95  86  9Depreciation  94  87  7  189  173  16
Taxes, other than incomeTaxes, other than income   14   13   1Taxes, other than income   15   13   2   29   26   3
Total operating expenses    663   706   (43)Total operating expenses   565   573   (8)   1,228   1,279   (51)
Other Income (Expense) - netOther Income (Expense) - net  (1)  (2)  1Other Income (Expense) - net  (5)  (2)  (3)  (6)  (4)  (2)
Interest ExpenseInterest Expense  55  55  Interest Expense  56  53  3  111  108  3
Income TaxesIncome Taxes  71  64   7Income Taxes  41  36  5  112  100   12
Net IncomeNet Income $ 109 $ 107 $ 2Net Income $ 47 $ 58 $ (11) $ 156 $ 165 $ (9)

 

The changes in the results of the Kentucky Regulated segment between these periods were due to the factors set forth below, which reflect amounts classified as Kentucky Gross Margins and certain items that management considers special on a separate linelines within the table and not in their respective Statement of Income line items. See below for additional detail of the special items.

 

  Three Months Six Months
       
Kentucky Gross Margins $ 10 $ 23
Other operation and maintenance   (9)   (10)
Depreciation      (3)
Taxes, other than income   (1)   (2)
Other income (expense) - net   2   3
Interest expense   (3)   (3)
Income taxes   3   (4)
Special items   (13)   (13)
Total $ (11) $ (9)
Three Months
Kentucky Gross Margins$ 14
Other operation and maintenance (2)
Depreciation (4)
Other Income (Expense) - net 1
Income taxes (7)
Total$ 283
Table of Contents

 

·See "Margins - Changes in Non-GAAP Financial Measures" for an explanation of Kentucky Gross Margins.

 

·Higher depreciation expenseother operation and maintenance for the three month period primarily due to PP&E additions, net.$5 million of higher pension expense attributed to the change in mortality tables and lower discount rate in 2015 and $10 million of higher costs directly related to the Cane Run units' retirements consisting of an inventory write-down and separation benefits, partially offset by $4 million of lower storm expenses.

 

·Higher income taxesother operation and maintenance for the six month period primarily due to $9 million of higher pre-tax income which increased income taxespension expense attributed to the change in mortality tables and lower discount rate in 2015 and $11 million of higher costs directly related to the Cane Run units' retirements consisting of an inventory write-down and separation benefits, partially offset by $4$10 million of lower storm expenses.

The following after-tax gains (losses), which management considers special items, also impacted the Kentucky Regulated

segment's results during the periods ended June 30.

   Income Statement Three Months Six Months
   Line Item 2015 2014 2015 2014
                
EEI adjustments, net of tax of $0, $0, $0, $0 (a)Other Income (Expense)-net    $ 1    $ 1
LKE acquisition-related adjustment (b)Other Income (Expense)-net $ (4)    $ (4)   
Certain valuation allowances (c)Income Taxes   (8)      (8)   
Total  $ (12) $ 1 $ (12) $ 1

(a)Recorded by KU.
(b)Recorded at PPL and allocated to the Kentucky Regulated segment. The amount represents a settlement between E.ON AG (a German corporation and the establishmentindirect parent of E.ON US Investments Corp., the former parent of LKE) and PPL for a tax matter.
(c)Recorded at LKE and represents a valuation allowance on a deferredagainst tax asset of $3 million.credits expiring in 2016 and 2017 that are more likely than not to expire before being utilized.

 

Pennsylvania Regulated Segment

 

The Pennsylvania Regulated segment includes the regulated electricity transmission and distribution operations of PPL Electric. The Pennsylvania Regulated segment represents 13%17% of PPL's Income from Continuing Operations After Income Taxes for the six months ended June 30, 2015 and 21% of PPL's assets at June 30, 2015.

Net Income for the three monthsperiods ended March 31, 2015 and 16% of PPL's assets at March 31, 2015.June 30 includes the following results.

Net Income for the periods ended March 31 includes the following results:
            
    Three Months
    2015 2014 $ Change
            
Utility revenues  $ 630 $ 592 $ 38
Energy purchases          
 External    227   189   38
 Intersegment    9   27   (18)
Other operation and maintenance    133   134   (1)
Depreciation    51   45   6
Taxes, other than income    35   32   3
 Total operating expenses    455   427   28
Other Income (Expense) - net    2   2   
Interest Expense    31   29   2
Income Taxes    59   53   6
Net Income  $ 87 $ 85 $ 2

   Three Months Six Months
   2015 2014 $ Change 2015 2014 $ Change
                    
Utility revenues $ 476 $ 449 $ 27 $ 1,106 $ 1,041 $ 65
Energy purchases                  
 External   138   114   24   365   303   62
 Intersegment   5   21   (16)   14   48   (34)
Other operation and maintenance   140   135   5   273   269   4
Depreciation   52   45   7   103   90   13
Taxes, other than income   25   23   2   60   55   5
 Total operating expenses   360   338   22   815   765   50
Other Income (Expense) - net   2   1   1   4   3   1
Interest Expense   33   29   4   64   58   6
Income Taxes   36   31   5   95   84   11
Net Income $ 49 $ 52 $ (3) $ 136 $ 137 $ (1)

 

The changes in the components of the Pennsylvania Regulated segment's results between these periods were due to the factors set forth below, which reflect amounts classified as Pennsylvania Gross Delivery Margins and a certain item that management considers special on a separate linelines within the table and not in their respective Statement of Income line items. See below for additional detail of the special items.

84
Table of Contents

 

Three Months
Pennsylvania Gross Delivery Margins$ 13
Other operation and maintenance 2
Depreciation (6)
Interest expense (2)
Other 1
Income taxes (6)
Total$ 2
  Three Months Six Months
       
Pennsylvania Gross Delivery Margins $ 13 $ 26
Other operation and maintenance   (8)   (6)
Depreciation   (7)   (13)
Interest expense   (4)   (6)
Other   2   3
Income taxes   (3)   (9)
Special item, after-tax   4   4
Total $ (3) $ (1)

 

·See "Margins - Changes in Non-GAAP Financial Measures" for an explanation of Pennsylvania Gross Delivery Margins.

 

·Higher depreciationother operation and maintenance expense for the three month period primarily due to transmissionhigher corporate service costs.

·Higher other operation and maintenance expense for the six month period primarily due to $9 million of higher corporate service costs, partially offset by $6 million of lower storm costs.

·Higher depreciation expense for the three and six month periods primarily due to PP&E additions, net as well as additions related to the ongoing efforts to ensure the reliability of the delivery system and the replacement of aging infrastructure.

 

·Higher income taxesinterest expense for the three and six month periods primarily due to higher pre-tax income.

Supply Segment

The Supply segment primarily consists of PPL Energy Supply's wholesale, retail, marketing and trading activities, as well as its competitive generation operations. In addition, certain financing and other costs are allocated to the Supply segment. The Supply segment represents 15% of Net Income for the three months ended March 31, 2015 and 22% of PPL's assets at March 31, 2015.

In June 2014, PPL and PPL Energy Supply, which primarily represents PPL's Supply segment, executed definitive agreements with affiliates of Riverstone to combine their competitive power generation businesses into a new, stand-alone, publicly traded company named Talen Energy. Upon completion of this transaction, PPL will no longer have a Supply segment. See Note 8 to the Financial Statements for additional information.

Net Income for the periods ended March 31 includes the following results:
            
    Three Months
    2015 2014 $ Change
Energy revenues          
 External (a) (b)  $ 833 $ (1,107) $ 1,940
 Intersegment    9   27   (18)
Energy-related businesses    104   125   (21)
 Total operating revenues    946   (955)   1,901
Fuel (a)    351   482   (131)
Energy purchases (a) (c)    1   (1,804)   1,805
Other operation and maintenance    226   229   (3)
Depreciation    77   75   2
Taxes, other than income    15   18   (3)
Energy-related businesses    98   124   (26)
 Total operating expenses    768   (876)   1,644
90

    Three Months
    2015 2014 $ Change
           
Other Income (Expense) - net    7   6   1
Interest Expense    38   46   (8)
Income Taxes    52   (52)   104
Income (Loss) from Discontinued Operations       (8)   8
Net Income  $ 95 $ (75) $ 170

(a)Includes the impact from energy-related economic activity. See "Commodity Price Risk (Non-trading) - Economic Activity"issuance of first mortgage bonds in Note 14 to the Financial Statements for additional information.
(b)2014 includes significant realized and unrealized losses on physical and financial commodity sales contracts due to the unusually cold weather experienced in the first quarter of June2014.
(c)2014 includes significant realized and unrealized gains on physical and financial commodity purchase contracts due to the unusually cold weather experienced in the first quarter of 2014.

The changes in the results of the Supply segment between these periods were due to the factors set forth below, which reflect amounts classified as Unregulated Gross Energy Margins and certain other items on separate lines and not in their respective Statement of Income line items. See below for additional detail of these other items.

Three Months
Unregulated Gross Energy Margins$ (58)
Other operation and maintenance 8
Other Income (Expense) - net 1
Interest expense 9
Other 2
Income taxes    5
Energy-related businesses 5
Discontinued operations, after-tax 27
Other items, after-tax 171
Total$ 170

 

·See "Margins - Changes in Non-GAAP Financial Measures"Higher income taxes for an explanation of Unregulated Gross Energy Margins.the three month period primarily due to federal and state tax reserve adjustments.

 

·Lower other operation and maintenanceHigher income taxes for the six month period primarily due to lower labor costs attributable to restructuring activities.

·Lower interest expense primarily due to certain PPL Capital Funding debt no longer being associated with the Supply segment in 2015higher pre-tax income and represents a dissynergy for PPL related to the spinoff of PPL Energy Supply.federal and state tax reserve adjustments.

 

The following after-tax gains (losses)(loss), reflected as "Other items, after-tax" in the table above,which management considers a special item, also impacted the SupplyPennsylvania Regulated segment's results during the periods ended March 31.June 30.

 

   Income Statement  Three Months
   Line Item  2015 2014
           
Adjusted energy-related economic activity - net, net of tax of $(18), $95(a)  $ 27 $ (139)
 Discontinued       
Kerr Dam Project impairment, net of tax of $0, $8 (b)Operations       (10)
   Other operation       
Corette closure costs, net of tax of $2, $0 (c)and maintenance    (3)   
Spinoff of PPL Energy Supply:        
   Other operation       
 Transition costs, net of tax of $0, $0and maintenance    (1)   
  Other operation       
 Employee transitional services, net of tax of $1, $0and maintenance    (1)   
Total   $ 22 $ (149)
   Income Statement Three Months Six Months
   Line Item 2015 2014 2015 2014
                
 Other operation            
Separation benefits, net of tax of $0, $2, $0, $2 (a)and maintenance    $ (4)    $ (4)

 

(a)Represents unrealized gains (losses), after-tax, on economic activity. See "Commodity Price Risk (Non-trading) - Economic Activity" in Note 14 toIn June 2014, PPL Electric's largest IBEW local ratified a new three-year labor agreement. In connection with the Financial Statements for additional information. Amounts have been adjusted for insignificant option premiums.
(b)In 2014, an arbitration panel issued its final decision holding that the conveyance price payable to PPL Montana was $18 million. As a result, PPL determined the Kerr Dam Project was impaired and recorded a pre-tax charge of $18 million. See Note 13 to the Financial Statements for additional information.
(c)Operationsnew agreement, bargaining unit one-time voluntary retirement benefits were suspended and the Corette plant was retired in March 2015.recorded.

 

Margins

 

Non-GAAP Financial Measures

 

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

91

 

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

 

·"Pennsylvania Gross Delivery Margins" is a single financial performance measure of the electricity delivery operations of the Pennsylvania Regulated segment and PPL Electric, which includes transmission and distribution activities. In calculating this measure, utility revenues and expenses associated with approved recovery mechanisms, including energy provided as a PLR, are offset with minimal impact on earnings. Costs associated with these mechanisms are recorded in "Energy purchases," "Other operation and maintenance," which is primarily Act 129 costs, and "Taxes, other than income," which is primarily gross receipts tax. This performance measure includes PLR energy purchases by PPL Electric from PPL EnergyPlus, which are reflected in "PLR intersegment utility revenue (expense)" in the reconciliation table below (in "Energy purchases from affiliate" in PPL Electric's reconciliation table). As a result, this measure represents the net revenues from the Pennsylvania Regulated segment's and PPL Electric's electricity delivery operations.

85
·"Unregulated Gross Energy Margins" is a single financial performance measureTable of the Supply segment's competitive energy activities, which are managed on a geographic basis. In calculating this measure, energy revenues, including operating revenues associated with certain businesses classified as discontinued operations, are offset by the cost of fuel, energy purchases, certain other operation and maintenance expenses, primarily ancillary charges, gross receipts tax, recorded in "Taxes, other than income," and operating expenses associated with certain businesses classified as discontinued operations. This performance measure is relevant due to the volatility in the individual revenue and expense lines on the Statements of Income that comprise "Unregulated Gross Energy Margins." This volatility stems from a number of factors, including the required netting of certain transactions with ISOs and significant fluctuations in unrealized gains and losses. Such factors could result in gains or losses being recorded in either "Unregulated wholesale energy," "Unregulated retail energy" or "Energy purchases" on the Statements of Income. This performance measure includes PLR revenues from energy sales to PPL Electric by PPL EnergyPlus, which are reflected in "PLR intersegment utility revenue (expense)" in the reconciliation table below. "Unregulated Gross Energy Margins" excludes adjusted energy-related economic activity, which includes the changes in fair value of positions used to economically hedge a portion of the economic value of the competitive generation assets, full-requirement sales contracts and retail activities. This economic value is subject to changes in fair value due to market price volatility of the input and output commodities (e.g., fuel and power) prior to the delivery period that was hedged. Adjusted energy-related economic activity includes the ineffective portion of qualifying cash flow hedges and premium amortization associated with options. Unrealized gains and losses related to this activity are deferred and included in "Unregulated Gross Energy Margins" over the delivery period of the item that was hedged or upon realization.Contents

provided as a PLR, are offset with minimal impact on earnings. Costs associated with these mechanisms are recorded in "Energy purchases," "Other operation and maintenance," which is primarily Act 129 costs, and "Taxes, other than income," which is primarily gross receipts tax. This performance measure includes PLR energy purchases by PPL Electric from PPL EnergyPlus, which are reflected in "Energy purchases from affiliate" in the reconciliation tables. As a result of the spinoff of PPL Energy Supply and creation of Talen Energy on June 1, 2015, PPL EnergyPlus (renamed Talen Energy Marketing) is no longer an affiliate of PPL Electric. PPL Electric's purchases from Talen Energy Marketing subsequent to May 31, 2015 are reflected in "Energy Purchases" in the reconciliation tables. This measure represents the revenues from the Pennsylvania Regulated segment's and PPL Electric's electricity delivery operations.

 

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

 

Reconciliation of Non-GAAP Financial Measures

 

The following table contains the components from the Statement of Income that are included in the non-GAAP financial measures and a reconciliation to PPL's "Operating Income" for the periods ended March 31.

92

June 30.

 

 2015 Three Months 2014 Three Months 2015 Three Months2014 Three Months
    Unregulated        Unregulated                 
 Kentucky PA Gross Gross      Kentucky PA Gross Gross      KentuckyPA Gross    KentuckyPA Gross   
 Gross Delivery Energy    Operating Gross Delivery Energy    Operating GrossDelivery  OperatingGrossDelivery   Operating
 Margins Margins Margins Other (a) Income (b) Margins Margins Margins Other (a) Income (b) MarginsOther (a)Income (b)MarginsOther (a)Income (b)
Operating RevenuesOperating Revenues                        Operating Revenues       
Utility $ 899 $ 630   $ 685(c) $ 2,214 $ 934 $ 592   $ 636(c) $ 2,162
PLR intersegment utility         
 revenue (expense) (d)  (9) $ 9    (27) $ 27   
Unregulated wholesale energy  614  (93)(e)  521  (665)  (792)(e)  (1,457)
Unregulated retail energy  324  (14)(e)  310  377  (29)(e)  348Utility$ 714$ 476$ 575(c)$ 1,765$ 722$ 449$ 659(c)$ 1,830
Energy-related businesses          120    120          141    141Energy-related businesses      16   16      19   19
 Total Operating Revenues   899   621   947   698    3,165   934   565   (261)   (44)    1,194 Total Operating Revenues  714  476  591   1,781  722  449  678   1,849
                                              
Operating ExpensesOperating Expenses             Operating Expenses                  
Fuel   253  351    604   277  481    758Fuel  214       214  231    1   232
Energy purchases   92  227  152  (150)(e)  321   124  189  (1,219)  (588)(e)  (1,494)Energy purchases  28  138  4   170  36  114  21   171
Other operation and               Energy purchases from affiliate    5  (5)       21  (21)   
 maintenance   24  26  4  614  668   23  25  7  613  668Other operation and                  
Depreciation   7      286  293   2      298  300 maintenance  24  27  403   454  25  23  399   447
Taxes, other than income   1  33  12  55  101     29  13  59  101Depreciation  9    207   216  2    228   230
Energy-related businesses    2  109  111    2  136  138Taxes, other than income  1  23  52   76    21  56   77
 Total Operating Expenses   377   286   521   914    2,098   426   243   (716)   518    471Energy-related businesses      13   13      14   14
Income (Loss) from          Total Operating Expenses  276  193  674  1,143  294  179  698  1,171
 Discontinued Operations                      29   (29)(f)  
Total Total  $ 522 $ 335 $ 426 $ (216)  $ 1,067 $ 508 $ 322 $ 484 $ (591)  $ 723Total $ 438$ 283$ (83) $ 638$ 428$ 270$ (20) $ 678

     2015 Six Months2014 Six Months
                    
     KentuckyPA Gross   KentuckyPA Gross   
     GrossDelivery  OperatingGrossDelivery   Operating
     MarginsMarginsOther (a)Income (b)MarginsMarginsOther (a)Income (b)
Operating Revenues                  
 Utility$ 1,613$ 1,106$ 1,260(c)$ 3,979$ 1,656$ 1,041$ 1,295(c)$ 3,992
 Energy-related businesses      32   32      35   35
   Total Operating Revenues  1,613  1,106  1,292   4,011  1,656  1,041  1,330   4,027
                       
Operating Expenses                  
 Fuel  467       467  508       508
 Energy purchases  120  365  14   499  160  303  47   510
 Energy purchases from affiliate    14  (14)       48  (48)   
 Other operation and                  
  maintenance  49  53  795   897  48  48  791   887
 Depreciation  16    416   432  3    452   455
 Taxes, other than income  2  56  104   162  1  50  109   160
 Energy-related businesses      26   26      28   28
   Total Operating Expenses  654  488  1,341   2,483  720  449  1,379   2,548
Total   $ 959$ 618$ (49) $ 1,528$ 936$ 592$ (49) $ 1,479

 

(a)Represents amounts excluded from Margins.
(b)As reported on the Statements of Income.
(c)Primarily represents WPD's utility revenue.

(d)Primarily related to PLR supply sold by PPL EnergyPlus to PPL Electric.86
(e)Includes energy-related economic activity, which is subject to fluctuations in value due to market price volatility. See "Commodity Price Risk (Non-trading) - Economic Activity" in Note 14 to the Financial Statements. Amounts have been adjusted for insignificant option premiums.Table of Contents
(f)Represents the revenues associated with the hydroelectric generating facilities located in Montana that are classified as discontinued operations. These revenues are not reflected in "Operating Income" on the Statements of Income.

Changes in Non-GAAP Financial Measures

 

The following table shows the non-GAAP financial measures by PPL's reportable segment and by component, as applicable, for the three monthsperiods ended March 31June 30 as well as the change between periods. The factors that gave rise to the changes are described following the table.

 

    Three Months
    2015 2014 $ Change
Kentucky Regulated          
Kentucky Gross Margins          
 LG&E  $ 230 $ 226 $ 4
 KU    292   282   10
LKE  $ 522 $ 508 $ 14
            
Pennsylvania Regulated          
Pennsylvania Gross Delivery Margins          
 Distribution  $ 242 $ 249 $ (7)
 Transmission    93   73   20
Total  $ 335 $ 322 $ 13
            
Supply          
Unregulated Gross Energy Margins          
 Eastern U.S.  $ 405 $ 435 $ (30)
 Western U.S.    21   49   (28)
Total  $ 426 $ 484 $ (58)
   Three Months Six Months
   2015 2014 $ Change 2015 2014 $ Change
Kentucky Regulated                  
Kentucky Gross Margins                  
 LG&E $ 206 $ 196 $ 10 $ 436 $ 422 $ 14
 KU   232   232      523   514   9
LKE $ 438 $ 428 $ 10 $ 959 $ 936 $ 23
                    
Pennsylvania Regulated                  
Pennsylvania Gross Delivery Margins                  
 Distribution $ 193 $ 189 $ 4 $ 435 $ 438 $ (3)
 Transmission   90   81   9   183   154   29
Total $ 283 $ 270 $ 13 $ 618 $ 592 $ 26

 

Kentucky Gross Margins

 

Kentucky Gross Margins increased for the three months ended June 30, 2015 compared with 2014 primarily due to returns on additional environmental capital investments of $18$12 million ($109 million at LG&E and $8$3 million at KU).

Kentucky Gross Margins increased for the six months ended June 30, 2015 compared with 2014 primarily due to returns on additional environmental capital investments of $30 million ($19 million at LG&E and $11 million at KU), higher demand revenue of $7 million ($62 million at KULG&E and $1$5 million at LG&E)KU) partially offset by lower sales volume of $10 million ($64 million at KULG&E and $4$6 million at LG&E)KU). The change in sales volume was primarily attributable tovolumes were driven by milder winter weather conditions in 2015 compared to 2014.

 

93

Pennsylvania Gross Delivery Margins

 

Distribution

 

Distribution margins decreasedincreased for the three months ended June 30, 2015 compared with 2014, primarily due to a $4 million favorable effect of distribution improvement capital investments.

Distribution margins were relatively flat for the six months ended June 30, 2015 compared with 2014, due to a $8 million favorable effect of distribution improvement capital investments and a $7 million impact of favorable weather, primarily offset by a $12 million benefit recorded in the first quarter of 2014 as a result of a change in estimate of a regulatory liability partially offset by a $4 million favorable effect of distribution improvement capital investments and a $4 million impact of favorable weather.liability.

 

Transmission

 

Transmission margins increased for the three and six month periods ended June 30, 2015 compared with 2014 primarily due to increased capital investments.investment.

 

Unregulated Gross Energy Margins

Statement of Income Analysis --  
          
Utility Revenues  
          
The increase (decrease) in utility revenues for the periods ended June 30, 2015 compared with 2014 was due to:
          
     Three Months Six Months
Domestic:      
 PPL Electric (a) $ 27 $ 65
 LKE (b)   (8)   (43)
 Total Domestic   19   22
          
87
Table of Contents

   Three Months Six Months
U.K.:      
 Price (c)   (33)   9
 Foreign currency exchange rates   (63)   (110)
 Volume   12   1
 Line loss accrual adjustments (d)        65
 Total U.K.   (84)   (35)
Total $ (65) $ (13)

Eastern U.S.

Eastern margins decreased primarily due to lower capacity prices of $69 million, unusually cold weather conditions in 2014 as discussed below of $38 million, net change on commodity positions of $28 million and full-requirement sales contracts of $22 million, partially offset by higher baseload energy prices of $75 million and favorable asset performance of $49 million.

 

During the first quarter of 2014, the PJM region experienced unusually cold weather conditions, higher demand and congestion patterns, causing rising natural gas and electricity prices in spot and near-term forward markets. Due to these market dynamics, PPL Energy Supply captured opportunities on unhedged generation, which were offset primarily by losses incurred by under-hedged full-requirement sales contracts and retail electric portfolios which were not fully hedged or able to be fully hedged given the extreme load conditions and lack of market liquidity.

Western U.S.

Western margins decreased primarily due to the sale of the Montana hydroelectric generating facilities in November 2014.

Statement of Income Analysis --
Utility Revenues
The increase (decrease) in utility revenues for the period ended March 31, 2015 compared with 2014 was due to:
Three Months
Domestic:
PPL Electric (a)$ 38
LKE (b) (35)
Total Domestic 3
U.K.:
Price (c) 42
Foreign currency exchange rates (48)
Volume (10)
Line loss accrual adjustments (d) 65
Total U.K. 49
Total$ 52
(a)See "Pennsylvania Gross Delivery Margins" for further information.
(b)See "Kentucky Gross Margins" for further information.
(c)The decrease for the three month period was primarily due to a price decrease effective April 1, 2015 resulting from the commencement of RIIO-ED1. The increase for the six month period was due to a price increase effective April 1, 2014.2014, partially offset by a price decrease effective April 1, 2015.
(d)The increase for the six month period was due to unfavorable accrual adjustments in 2014 based on Ofgem's final decision on the DPCR4 line loss incentives and penalties. See Note 6 to the Financial Statements for additional information.

 

Certain Operating Revenues and Expenses Included in "Margins"

 

The following Statement of Income line items and their related increase (decrease)decrease during the periodperiods ended March 31,June 30, 2015 compared with 2014 are included above within "Margins" and are not discussed separately.

 

Three Months
Unregulated wholesale energy (a)$ 1,978
Unregulated retail energy (38)
Fuel (154)
Energy purchases (b) 1,815
94
   Three Months Six Months
        
Fuel $ (18) $ (41)
Energy purchases   (1)   (11)

 

(a)2014 includes significant realized and unrealized losses on physical and financial commodity sales contracts due to the unusually cold weather
(b)2014 includes significant realized and unrealized gains on physical and financial commodity purchase contracts due to the unusually cold weather.

Energy-Related Businesses

Net contributions from energy-related businesses increased by $6 million for the period ended March 31, 2015 compared with 2014 primarily due to higher margins on existing construction projects at the mechanical contracting and engineering subsidiaries.

Other Operation and Maintenance
The increase (decrease) in other operation and maintenance for the period ended March 31, 2015 compared with 2014 was due to:
Three Months
Domestic:
Fossil and hydroelectric plants (a)$ 4
PPL EnergyPlus (b) (9)
PPL Electric storm costs (10)
PPL Electric Act 129 5
External transition costs associated with the spinoff of PPL Energy Supply 4
Uncollectible accounts 3
Other 9
U.K.:
Network maintenance (5)
Foreign currency exchange rates (7)
Pension (4)
Engineering management 9
WPD Midlands acquisition-related adjustment (3)
Other 4
Total$

(a)The increase was primarily due to costs related to the retirement of the Corette plant in March 2015.
(b)The decrease was primarily due to lower labor costs attributable to restructuring activities.
Other Operation and Maintenance     
        
The increase (decrease) in other operation and maintenance for the periods ended June 30, 2015 compared with 2014 was due to:
        
   Three Months Six Months
Domestic:     
 Cane Run retired units$ 10 $ 11
 Uncollectible accounts  3   6
 External transition costs associated with the spinoff of PPL Energy Supply  7   11
 Other  7   8
U.K.:     
 Network maintenance  (9)   (15)
 Foreign currency exchange rates  (10)   (17)
 Pension  (4)   (7)
 Engineering management     9
 WPD Midlands acquisition-related adjustment     (3)
 Other  3   7
Total$ 7 $ 10

 

Depreciation

 

Depreciation decreased by $7$14 million and $23 million for the three and six months ended March 31,June 30, 2015 compared with 2014, primarily due to a $20$22 million and $42 million reduction from an extension of the WPD network asset lives partially offset by additions to PP&E, net.net primarily at the domestic utilities. See Note 2 to the Financial Statements for additional information on the extension of WPD network asset lives.

 

Other Income (Expense) - net

 

Other income (expense) - net decreased by $28 million and increased by $118$89 million for the three and six months ended March 31,June 30, 2015 compared with 2014, primarily due to an increase of $112 million fromchanges in realized and unrealized gainslosses on foreign currency contracts to economically hedge GBP denominated earnings from WPD.

See Note 12 to the Financial Statements for additional information.

 

Interest Expense   
      
The increase (decrease) in interest expense for the periodperiods ended March 31,June 30, 2015 compared with 2014 was due to:
     
Three Months
      
Loss on extinguishment of debt (a)  $ (9)
Foreign currency exchange rates (7)
Other 1
Total$ (15)88
Table of Contents

   Three Months Six Months
        
Long-term debt interest expense    $ 5
Loss on extinguishment of debt (a)      (9)
Net amortization of debt discounts, premiums and issuance costs $ 11   11
Capitalized interest and debt component of AFUDC   5   7
Foreign currency exchange rates   (10)   (17)
Other   1   3
Total $ 7 $ 

 

(a)In March 2014, PPL Capital Funding remarketed and exchanged junior subordinated notes that were originally issued in April 2011 as a component of PPL's 2011 Equity Units.

 

Income Taxes
The increase (decrease) in income taxes for the period ended March 31, 2015 compared with 2014 was due to:
95
Income Taxes  
        
The increase (decrease) in income taxes for the periods ended June 30, 2015 compared with 2014 was due to:
    
   Three Months Six Months
        
Change in pre-tax income at current period tax rates $ (24) $ 46
Valuation allowance adjustments (a)   (41)   (38)
Federal and state tax reserve adjustments (b)   (11)   (11)
U.S. income tax on foreign earnings net of foreign tax credit (c)   (10)   (22)
Intercompany interest on U.K. financing entities   (2)   (8)
Reduction in U.K. income tax rates   (2)   (6)
Other   (5)   (6)
Total $ (95) $ (45)

 

(a)Three Months
Change in pre-tax income at current period tax rates$ 165
Valuation allowance adjustments 3
U.S.As a result of the spinoff announcement, PPL recorded deferred income tax expense during the three and six months ended June 30, 2014 to adjust valuation allowances on foreigndeferred tax assets primarily for state net operating loss carryforwards that were previously supported by the earnings net of foreignPPL Energy Supply.
(b)During the three and six months ended June 30, 2015, PPL recorded a tax creditbenefit to adjust the settled refund amount approved by Joint Committee on Taxation for the open audit years 1998-2011.
(c) (12)
Intercompany interest on U.K. financing entities (6)
Impact ofDuring the three and six months ended June 30, 2015, PPL recorded lower U.K. income tax rates 6
Other (2)
Total$ 154expense due to a decrease in taxable dividends.

 

See Note 5 to the Financial Statements for additional information.

 

Income (Loss) from Discontinued Operations (net of income taxes)

 

Income (Loss) from Discontinued Operations (net of income taxes) for the three and six months ended March 31, 2014June 30, 2015 includes the results of operations of the Montana hydroelectric generating facilities,PPL Energy Supply, which were sold in November 2014.was spun off from PPL on June 1, 2015 and substantially represents PPL's former Supply segment. See "Discontinued Operations - Montana Hydro Sale"Operations" in Note 8 to the Financial Statements for additional information.

 

PPL Electric: Earnings, Margins and Statement of Income Analysis

 

EarningsEarnings  Earnings 
  Three Months Ended  Three Months Ended Six Months Ended
 March 31, June 30, June 30,
 2015 2014 2015 2014 2015 2014
                     
Net IncomeNet Income  $ 87 $ 85Net Income $ 49 $ 52 $ 136 $ 137
Special item, gains (losses), after-taxSpecial item, gains (losses), after-tax    (4)    (4)

 

Earnings increased slightlyExcluding a special item, earnings decreased for the three month period in 2015 compared with 2014 primarily due to higher other operation and maintenance expense and higher depreciation expense, partially offset by higher margins from additional transmission capital investments and returns on distribution improvement capital investments.

Excluding a special item, earnings decreased for the six month period in 2015 compared with 2014 primarily due to higher other operation and maintenance expense, higher depreciation expense, higher interest expense and a benefit recorded in the first quarter of 2014 for a change in the estimate of a regulatory liability, partially offset by higher depreciation expense. The first quarter of 2014 also benefitedmargins from a change in estimate of a regulatory liability.additional transmission capital investments, returns on distribution improvement capital investments and favorable weather.

 

The table below quantifies the changes in the components of Net Income between these periods, which reflects amounts classified as Pennsylvania Gross Delivery Margins and an item that management considers special on a separate linelines within the table and not in their respective Statement of Income line items.

89
Table of Contents

  Three Months Six Months
       
Pennsylvania Gross Delivery Margins $ 13 $ 26
Other operation and maintenance   (8)   (6)
Depreciation   (7)   (13)
Other   2   3
Interest expense   (4)   (6)
Income taxes   (3)   (9)
Special item, after-tax (a)   4   4
Total $ (3) $ (1)

 

(a)Three Months
See PPL's "Results of Operations - Segment Earnings - Pennsylvania Gross Delivery Margins$ 13
Other operation and maintenance 2
Depreciation (6)
Other 1
Interest expense (2)
Income taxes (6)
Total$ 2Regulated Segment" for details.

 

Margins

 

"Pennsylvania Gross Delivery Margins" is a non-GAAP financial performance measure that management utilizes as an indicator of the performance of its business. See PPL's "Results of Operations - Margins" for information on why management believes this measure is useful and for explanations of the underlying drivers of the changes between periods.

 

The following tables contain the components from the Statements of Income that are included in this non-GAAP financial measure and a reconciliation to "Operating Income" for the periods ended March 31.June 30.

 

     2015 Three Months 2014 Three Months
     PA Gross      PA Gross     
     Delivery   Operating Delivery    Operating
     Margins Other (a) Income (b) Margins Other (a) Income (b)
Operating Revenues$ 630    $ 630 $ 592    $ 592
                      
Operating Expenses                 
 Energy purchases  227      227   189      189
 Energy purchases from affiliate  9      9   27      27
 Other operation and maintenance  26 $ 107   133   25 $ 109   134
 Depreciation     51   51      45   45
 Taxes, other than income  33   2   35   29   3   32
   Total Operating Expenses  295   160   455   270   157   427
Total   $ 335 $ (160) $ 175 $ 322 $ (157) $ 165
96
     2015 Three Months 2014 Three Months
     PA Gross      PA Gross     
     Delivery   Operating Delivery    Operating
     Margins Other (a) Income (b) Margins Other (a) Income (b)
Operating Revenues$ 476    $ 476 $ 449    $ 449
                      
Operating Expenses                 
 Energy purchases  138      138   114      114
 Energy purchases from affiliate  5      5   21      21
 Other operation and maintenance  27 $ 113   140   23 $ 112   135
 Depreciation     52   52      45   45
 Taxes, other than income  23   2   25   21   2   23
   Total Operating Expenses  193   167   360   179   159   338
Total   $ 283 $ (167) $ 116 $ 270 $ (159) $ 111

     2015 Six Months 2014 Six Months
     PA Gross      PA Gross     
     Delivery   Operating Delivery    Operating
     Margins Other (a) Income (b) Margins Other (a) Income (b)
Operating Revenues$ 1,106    $ 1,106 $ 1,041    $ 1,041
                      
Operating Expenses                 
 Energy purchases  365      365   303      303
 Energy purchases from affiliate  14      14   48      48
 Other operation and maintenance  53 $ 220   273   48 $ 221   269
 Depreciation     103   103      90   90
 Taxes, other than income  56   4   60   50   5   55
   Total Operating Expenses  488   327   815   449   316   765
Total   $ 618 $ (327) $ 291 $ 592 $ (316) $ 276

 

(a)Represents amounts excluded from Margins.
(b)As reported on the Statements of Income.

 

Statement of Income Analysis --

 

Certain Operating Revenues and Expenses Included in "Margins"

 

The following Statement of Income line items and their related increase (decrease) during the periodperiods ended March 31,June 30, 2015 compared with 2014 are included above within "Margins" and are not discussed separately.

90
Table of Contents

 

Three Months
Operating revenues$ 38
Energy purchases 38
Energy purchases from affiliate (18)

 

Other Operation and Maintenance
The increase (decrease) in other operation and maintenance for the period ended March 31, 2015 compared with 2014 was due to:
Three Months
Vegetation management$ (2)
Storm costs (10)
Act 129 5
Uncollectible accounts 3
Corporate service costs 3
Total$ (1)
   Three Months Six Months
        
Operating revenues $ 27 $ 65
Energy purchases   24   62
Energy purchases from affiliate   (16)   (34)

Other Operation and Maintenance     
       
The increase (decrease) in other operation and maintenance for the periods ended June 30, 2015 compared with 2014 was due to:
   
  Three Months Six Months
       
      
Vegetation management   $ (2)
Storm costs$ 2   (8)
Act 129  (2)   3
Uncollectible accounts  3   6
Corporate service costs  6   9
Bargaining unit one-time voluntary retirement benefits  (6)   (6)
Other  2   2
Total$ 5 $ 4

 

Depreciation

 

Depreciation increased by $6$7 million and $13 million for the three and six months ended March 31,June 30, 2015 compared with 2014, primarily due to transmission PP&E additions, net as well as additions related to the ongoing efforts to ensure the reliability of the delivery system and the replacement of aging infrastructure.

 

Income Taxes
The increase (decrease) in income taxes for the period ended March 31, 2015 compared with 2014 was due to:
Three Months
Change in pre-tax income at current period tax rates$ 5
Other 1
Total$ 6

Interest Expense

Interest expense increased by $4 million and $6 million for the three and six months ended June 30, 2015 compared with 2014, primarily due to the issuance of first mortgage bonds in June 2014.

Income Taxes      
       
The increase in income taxes for the periods ended June 30, 2015 compared with 2014 was due to:
       
  Three Months Six Months
       
Change in pre-tax income at current period tax rates $ 1 $ 6
Federal and state tax reserve adjustments   3   3
Other   1   2
Total $ 5 $ 11

 

See Note 5to the Financial Statements for additional information.

 

LKE: Earnings, Margins and Statement of Income Analysis

 

EarningsEarningsEarnings
 Three Months Ended Three Months Ended Six Months Ended
 March 31, June 30, June 30,
 2015 2014 2015 2014 2015 2014
                     
Net IncomeNet Income  $ 117 $ 115Net Income $ 60 $ 65 $ 177 $ 180
Special items, gains (losses), after-taxSpecial items, gains (losses), after-tax  (8)  1   (8)  1

 

EarningsExcluding special items, earnings increased slightly for the three and six month periodperiods in 2015 compared with 2014 primarily due to higher returns on additional environmental capital investments and higher demand revenue partially offset by higher other operation and maintenance expense and lower sales volume, higher depreciation expense and higher income tax expense.volumes. The change in sales volume was primarily attributable to milder winter weather conditions in 2015 compared to 2014.

 

91
Table of Contents

The table below quantifies the changes in the components of Net Income between these periods, which reflect amounts classified as Margins and certain items that management considers special on a separate linelines within the table and not in their respective Statement of Income line items.

97

  Three Months Six Months
       
Margins $ 10 $ 23
Other operation and maintenance   (9)   (10)
Depreciation      (3)
Taxes, other than income   (1)   (2)
Other income (expense)- net   2   3
Interest expense   (2)   (2)
Income taxes   4   (3)
Special items, after-tax (a)   (9)   (9)
Total $ (5) $ (3)

 

(a)Three Months
Margins$ 14
Other operation and maintenance (2)
Depreciation (4)
Other Income (Expense)See PPL's "Results of Operations - net 1
Income taxes (7)
Total$ 2Segment Earnings - Kentucky Regulated Segment" for details of special items.

 

Margins

 

"Margins" is a non-GAAP financial performance measure that management utilizes as an indicator of the performance of its business. See PPL's "Results of Operations - Margins" for an explanation of why management believes this measure is useful and the underlying drivers of the changes between periods. Within PPL's discussion, LKE's Margins are referred to as "Kentucky Gross Margins."

 

The following tables contain the components from the Statements of Income that are included in this non-GAAP financial measure and a reconciliation to "Operating Income" for the periods ended March 31.June 30.

 

 2015 Three Months 2014 Three Months 2015 Three Months 2014 Three Months
     Operating   Operating     Operating   Operating
 Margins Other (a) Income (b) Margins Other (a) Income (b) Margins Other (a) Income (b) Margins Other (a) Income (b)
                          
Operating RevenuesOperating Revenues $ 899   $ 899 $ 934   $ 934Operating Revenues $ 714   $ 714 $ 722   $ 722
                              
Operating ExpensesOperating Expenses             Operating Expenses             
Fuel   253      253   277     277Fuel   214      214   231     231
Energy purchases   92      92   124     124Energy purchases   28      28   36     36
Other operation and maintenance   24 $ 185   209   23 $ 183   206Other operation and maintenance   24 $ 190   214   25 $ 181   206
Depreciation   7   88   95   2   84   86Depreciation   9   85   94   2   85   87
Taxes, other than income   1   13   14      13   13Taxes, other than income   1   14   15      13   13
 Total Operating Expenses   377   286   663   426   280   706 Total Operating Expenses   276   289   565   294   279   573
Total Total  $ 522 $ (286) $ 236 $ 508 $ (280) $ 228Total  $ 438 $ (289) $ 149 $ 428 $ (279) $ 149

      2015 Six Months  2014 Six Months
          Operating       Operating
      Margins Other (a) Income (b)  Margins Other (a) Income (b)
                  
Operating Revenues $ 1,613    $ 1,613  $ 1,656    $ 1,656
                        
Operating Expenses                   
 Fuel   467      467    508      508
 Energy purchases   120      120    160      160
 Other operation and maintenance   49 $ 374   423    48 $ 364   412
 Depreciation   16   173   189    3   170   173
 Taxes, other than income   2   27   29    1   25   26
   Total Operating Expenses   654   574   1,228    720   559   1,279
Total    $ 959 $ (574) $ 385  $ 936 $ (559) $ 377

 

(a)Represents amounts excluded from Margins.
(b)As reported on the Statements of Income.

92
Table of Contents

 

Statement of Income Analysis --

 

Certain Operating Revenues and Expenses included in "Margins"

 

The following Statement of Income line items and their related decrease during the periodperiods ended March 31,June 30, 2015 compared with 2014 are included above within "Margins" and are not discussed separately.

 

Three Months
Operating revenues$ 35
Fuel 24
Energy purchases 32
   Three Months Six Months
        
Operating revenues $ 8 $ 43
Fuel   17   41
Energy purchases   8   40

Other Operation and Maintenance     
       
The increase in other operation and maintenance expense for the periods ended June 30, 2015 compared with 2014 was due to:
   
 Three Months Six Months
       
Cane Run retired units$ 10 $ 11
Pension  5   9
Storm costs  (4)   (10)
Other  (3)   1
Total$ 8 $ 11

 

Depreciation

 

Depreciation increased by $9$7 million and $16 million for the three and six months ended March 31,June 30, 2015 compared with 2014 primarily due to additions to PP&E, net.

 

Income Taxes

 

Income taxes increased by $7$11 million for the threesix months ended March 31,June 30, 2015 compared with 2014 due to the change in pre-tax income of $4 million and the establishment of a valuation allowance on a deferred tax asset of $3 million.

98

$8 million and the change in pre-tax income at current period tax rates.

 

LG&E: Earnings, Margins and Statement of Income Analysis

 

EarningsEarningsEarnings
 Three Months Ended Three Months Ended Six Months Ended
 March 31, June 30, June 30,
 2015 2014 2015 2014 2015 2014
                    
Net IncomeNet Income  $ 53 $ 52Net Income $ 35 $ 35 $ 88 $ 87

 

Earnings increased slightlywere substantially the same for the three and six month periodperiods in 2015 compared with 2014 primarily due to returns on additional environmental capital investments partially offset by higher other operation and maintenance expense and lower sales volume and higher depreciation expense.volume. The change in sales volume was primarily attributable to milder winter weather conditions in 2015 compared to 2014.

 

The table below quantifies the changes in the components of Net Income between these periods, which reflect amounts classified as Margins on a separate line within the table and not in their respective Statement of Income line items.

 

  Three Months Six Months
       
Margins $ 10 $ 14
Other operation and maintenance   (11)   (9)
Depreciation   2   1
Taxes, other than income   1   
Other income (expense) - net      1
Interest expense   (1)   (2)
Income taxes   (1)   (4)
Total $  $ 1

Three Months
Margins$ 4
Other operation and maintenance 2
Depreciation (2)
Other Income (Expense) - net 1
Interest expense (1)
Income taxes (3)
Total$ 193
Table of Contents

 

Margins

 

"Margins" is a non-GAAP financial performance measure that management utilizes as an indicator of the performance of its business. See PPL's "Results of Operations - Margins" for an explanation of why management believes this measure is useful and the underlying drivers of the changes between periods. Within PPL's discussion, LG&E's Margins are included in "Kentucky Gross Margins."

 

The following tables contain the components from the Statements of Income that are included in this non-GAAP financial measure and a reconciliation to "Operating Income" for the periods ended March 31.June 30.

 

 2015 Three Months 2014 Three Months 2015 Three Months 2014 Three Months
     Operating   Operating     Operating   Operating
 Margins Other (a) Income (b) Margins Other (a) Income (b) Margins Other (a) Income (b) Margins Other (a) Income (b)
                            
Operating RevenuesOperating Revenues $ 439 $ 439 $ 479   $ 479Operating Revenues $ 331   $ 331 $ 344   $ 344
                              
Operating ExpensesOperating Expenses             Operating Expenses             
Fuel   103      103   117     117Fuel   82      82   104     104
Energy purchases, including affiliate   91      91   124     124Energy purchases, including affiliate   28      28   31     31
Other operation and maintenance   11 $ 85   96   11 $ 87   98Other operation and maintenance   10 $ 93   103   12 $ 82   94
Depreciation   3   39   42   1   37   38Depreciation   4   36   40   1   38   39
Taxes, other than income   1   6   7      6   6Taxes, other than income   1   6   7      7   7
 Total Operating Expenses   209   130   339   253  130   383 Total Operating Expenses   125   135   260   148   127   275
Total Total  $ 230 $ (130) $ 100 $ 226 $ (130) $ 96Total  $ 206 $ (135) $ 71 $ 196 $ (127) $ 69

      2015 Six Months  2014 Six Months
          Operating       Operating
      Margins Other (a) Income (b)  Margins Other (a) Income (b)
                    
Operating Revenues $ 770    $ 770  $ 823    $ 823
                        
Operating Expenses                   
 Fuel   185      185    221      221
 Energy purchases, including affiliate   119      119    155      155
 Other operation and maintenance   22 $ 177   199    24 $ 168   192
 Depreciation   7   75   82    1   76   77
 Taxes, other than income   1   13   14       13   13
   Total Operating Expenses   334   265   599    401  257   658
Total    $ 436 $ (265) $ 171  $ 422 $ (257) $ 165

 

(a)Represents amounts excluded from Margins.
(b)As reported on the Statements of Income.

 

Statement of Income Analysis --

 

Certain Operating Revenues and Expenses included in "Margins"

 

The following Statement of Income line items and their related decreaseincrease (decrease) during the periodperiods ended March 31,June 30, 2015 compared with 2014 are included above within "Margins" and are not discussed separately.

99

 

   Three Months Six Months
        
Retail and wholesale $ 3 $ (22)
Electric revenue from affiliate   (16)   (31)
Fuel   (22)   (36)
Energy purchases   (6)   (36)
Energy purchases from affiliate   3   

 

Other Operation and Maintenance    Three Months
      
Retail and wholesale $ 25
Electric revenue from affiliateThe increase in other operation and maintenance expense for the periods ended June 30, 2015 compared with 2014 was due to:
    15
Fuel 14
Energy purchases 30
Energy purchases from affiliate 394
Table of Contents

  Three Months Six Months
       
Cane Run retired units$ 10 $ 11
Pension  3   5
Storm costs  (1)   (5)
Other  (3)   (4)
Total$ 9 $ 7

 

Depreciation

 

Depreciation increased by $4$5 million for the threesix months ended March 31,June 30, 2015 compared with 2014 primarily due to additions to PP&E, net.

 

Income Taxes

Income taxes increased by $4 million for the six months ended June 30, 2015 compared with 2014 primarily due to the change in pre-tax income at current period tax rates.

KU: Earnings, Margins and Statement of Income Analysis

 

EarningsEarningsEarnings
 Three Months Ended Three Months Ended Six Months Ended
 March 31, June 30, June 30,
 2015 2014 2015 2014 2015 2014
                    
Net IncomeNet Income  $ 78 $ 77Net Income $ 39 $ 40 $ 117 $ 117
Special items, gains (losses), after-taxSpecial items, gains (losses), after-tax    1     1

 

Earnings increased slightlyExcluding a special item, earnings were substantially the same for the three and six month periodperiods in 2015 compared with 2014 primarily due to higher other operation and maintenance expense offset by an increase in returns on additional environmental capital investments and higher demand revenue partially offset by lower sales volume, higher expenses related to scheduled maintenance outages and higher depreciation expense. The change in sales volume was primarily attributable to milder winter weather conditions in 2015 compared to 2014.investments.

 

The table below quantifies the changes in the components of Net Income between these periods, which reflect amounts classified as Margins and a certain item that management considers special on a separate linelines within the table and not in their respective Statement of Income line items.

 

Three Months
Margins$ 10
Other operation and maintenance (5)
Depreciation (2)
Other Income (Expense)- net (1)
Income taxes (1)
Total$ 1
  Three Months Six Months
       
Margins $  $ 9
Other operation and maintenance   (1)   (5)
Depreciation   (3)   (5)
Taxes, other than income   (2)   (2)
Other income (expense)- net   1   
Interest expense   1   1
Income taxes   2   1
Special item, after-tax   1   1
Total $ (1) $ 

 

Margins

 

"Margins" is a non-GAAP financial performance measure that management utilizes as an indicator of the performance of its business. See PPL's "Results of Operations - Margins" for an explanation of why management believes this measure is useful and the underlying drivers of the changes between periods. Within PPL's discussion, KU's Margins are included in "Kentucky Gross Margins."

 

The following tables contain the components from the Statements of Income that are included in this non-GAAP financial measure and a reconciliation to "Operating Income" for the periods ended March 31.June 30.

95
Table of Contents

 

 2015 Three Months 2014 Three Months 2015 Three Months 2014 Three Months
     Operating   Operating     Operating   Operating
 Margins Other (a) Income (b) Margins Other (a) Income (b) Margins Other (a) Income (b) Margins Other (a) Income (b)
                          
Operating RevenuesOperating Revenues $ 485   $ 485 $ 498 $ 498Operating Revenues $ 396   $ 396 $ 404   $ 404
                                     
Operating ExpensesOperating Expenses             Operating Expenses             
Fuel   150      150   160     160Fuel   132      132   127     127
Energy purchases, including affiliate   26      26   43     43Energy purchases, including affiliate   13      13   31     31
Other operation and maintenance   13 $ 91   104   12 $ 86   98Other operation and maintenance   14 $ 95   109   13 $ 94   107
Depreciation   4   49   53   1   47   48Depreciation   5   49   54   1   46   47
Taxes, other than income      7   7      7   7Taxes, other than income      8   8      6   6
 Total Operating Expenses   193   147   340   216   140   356 Total Operating Expenses   164   152   316   172   146   318
Total Total  $ 292 $ (147) $ 145 $ 282 $ (140) $ 142Total  $ 232 $ (152) $ 80 $ 232 $ (146) $ 86

      2015 Six Months  2014 Six Months
          Operating       Operating
      Margins Other (a) Income (b)  Margins Other (a) Income (b)
                  
Operating Revenues $ 881    $ 881  $ 902    $ 902
                        
Operating Expenses                   
 Fuel   282      282    287      287
 Energy purchases, including affiliate   39      39    74      74
 Other operation and maintenance   27 $ 186   213    24 $ 181   205
 Depreciation   9   98   107    2   93   95
 Taxes, other than income   1   14   15    1   12   13
   Total Operating Expenses   358   298   656    388   286   674
Total    $ 523 $ (298) $ 225  $ 514 $ (286) $ 228

 

(a)Represents amounts excluded from Margins.
(b)As reported on the Statements of Income.
100

 

Statement of Income Analysis --

 

Certain Operating Revenues and Expenses included in "Margins"

 

The following Statement of Income line items and their related decreaseincrease (decrease) during the periodperiods ended March 31,June 30, 2015 compared with 2014 are included above within "Margins" and are not discussed separately.

 

Three Months
Retail and wholesale$ 10
Electric revenue from affiliate 3
Fuel 10
Energy purchases 2
Energy purchases from affiliate 15
   Three Months Six Months
        
Retail and wholesale $ (11) $ (21)
Electric revenue from affiliate   3   
Fuel   5   (5)
Energy purchases   (2)   (4)
Energy purchases from affiliate   (16)   (31)

 

Other Operation and Maintenance
The increase (decrease) in other operation and maintenance expense for the period ended March 31, 2015 compared with 2014 was due to:
Three Months
Timing and scope of generation maintenance$ 2
Pension 3
Storm expenses (2)
Other 3
Total$ 6
Other Operation and Maintenance     
       
The increase in other operation and maintenance expense for the periods ended June 30, 2015 compared with 2014 was due to:
   
  Three Months Six Months
       
Pension$ 3 $ 6
Cane Run 7 operations  1   1
Timing and scope of generation maintenance  (1)   1
Storm costs  (3)   (5)
Other  2   5
Total$ 2 $ 8

 

Depreciation

 

Depreciation increased by $5$7 million and $12 million for the three and six months ended March 31,June 30, 2015 compared with 2014 primarily due to additions to PP&E, net.

 

Financial Condition
                
The remainder of this Item 2 in this Form 10-Q is presented on a combined basis, providing information, as applicable, for all Registrants.
                
Liquidity and Capital Resources
                
(All Registrants)
                
The Registrants had the following at:
                
  PPL (a) PPL Electric LKE LG&E KU
March 31, 2015               
Cash and cash equivalents $ 1,335 $ 35 $ 40 $ 17 $ 23
Short-term investments   135            
Short-term debt   1,595   85   484   216   193
Notes payable with affiliates         40      
                
December 31, 2014               
Cash and cash equivalents $ 1,751 $ 214 $ 21 $ 10 $ 11
Short-term investments   120            
Short-term debt   1,466      575   264   236
Notes payable with affiliates         41      
96
Table of Contents

Financial Condition 
                 
The remainder of this Item 2 in this Form 10-Q is presented on a combined basis, providing information, as applicable, for all Registrants. 
                 
Liquidity and Capital Resources 
                 
(All Registrants) 
                 
The Registrants expect to continue to have adequate liquidity available through operating cash flows, cash and cash equivalents, credit facilities and commercial paper issuances. 
 
                 
The Registrants had the following at: 
                 
  PPL (a) PPL Electric LKE LG&E KU 
June 30, 2015                
Cash and cash equivalents $ 846 $ 28 $ 13 $ 7 $ 6 
Short-term debt   1,100   168   561   259   227 
Notes payable with affiliates         59       
                 
December 31, 2014                
Cash and cash equivalents $ 1,399 $ 214 $ 21 $ 10 $ 11 
Short-term investments   120             
Short-term debt   836      575   264   236 
Notes payable with affiliates         41       

 

(a)At March 31,June 30, 2015, $416$226 million of cash and cash equivalents were denominated in GBP.  If these amounts would be remitted as dividends, PPL would not anticipate a material incremental U.S. tax cost.  Historically, dividends paid by foreign subsidiaries have been limited to distributions of the current year's earnings.  See Note 5 to the Financial Statements in PPL's 2014 Form 10-K for additional information on undistributed earnings of WPD.

 

Net cash provided by (used in) operating, investing and financing activities from continuing operations for the threesix month period ended March 31,June 30, and the changes between periods, were as follows.

101

 

 PPL PPL Electric LKE LG&E KU PPL PPL Electric LKE LG&E KU
2015                    
Operating activities $ 673 $ (45) $ 451 $ 251 $ 229 $ 970 $ 76 $ 703 $ 389 $ 360
Investing activities  (990)  (225)  (317)  (173)  (144)  (1,575)  (483)  (626)  (349)  (275)
Financing activities  (97)  91  (115)  (71)  (73)  (71)  221  (85)  (43)  (90)
  
2014  
Operating activities $ 931 $ (4) $ 310 $ 149 $ 191 $ 1,293 $ 148 $ 517 $ 203 $ 297
Investing activities  (1,183)  (42)  (206)  (116)  (154)  (1,700)  (295)  (502)  (249)  (305)
Financing activities  392  63  (109)  (32)  (37)  349  271  (27)  43  5
  
Change - Cash Provided (Used)  
Operating activities $ (258) $ (41) $ 141 $ 102 $ 38 $ (323) $ (72) $ 186 $ 186 $ 63
Investing activities  193  (183)  (111)  (57)  10  125  (188)  (124)  (100)  30
Financing activities  (489)  28  (6)  (39)  (36)  (420)  (50)  (58)  (86)  (95)

 

Operating Activities

 

The components of the change in cash provided by (used in) operating activities from continuing operations for the threesix months ended March 31,June 30, 2015 compared with 2014 were as follows.

 

                          
 PPL PPL Electric LKE LG&E KU PPL PPL Electric LKE LG&E KU
           
Change - Cash Provided (Used)Change - Cash Provided (Used) Change - Cash Provided (Used) 
 Net income $ 331 $ 2 $ 2 $ 1 $ 1 Net income $ 183 $ (1) $ (3) $ 1  
 Non-cash components  (255)    31  50  15 Non-cash components  (67)  21  43  74 $ 5
 Working capital  (171)  (31)  126  68  37 Working capital  (314)  (96)  188  118  104
 Defined benefit plan funding  (136)  (14)  (15)  (13)  (12) Defined benefit plan funding  (103)  (14)  (23)  (15)  (16)
 Other operating activities   (27)   2   (3)   (4)   (3) Other operating activities   (22)   18   (19)   8   (30)
TotalTotal $ (258) $ (41) $ 141 $ 102 $ 38Total $ (323) $ (72) $ 186 $ 186 $ 63

97
Table of Contents

(PPL)

PPL had a $323 million decrease in cash provided by operating activities from continuing operations in 2015 compared with 2014.

·Income from continuing operations improved by $183 million between the periods. This was offset by $67 million less net non-cash expenses. The net $116 million increase from net income and non-cash components in 2015 compared with 2014 reflects higher margins in the Pennsylvania and Kentucky regulated segments and lower income taxes.

·The $314 million decrease in cash from changes in working capital was primarily due to a decrease in taxes payable, primarily due to higher income tax payments in 2015. The decrease also reflects lower other current liabilities and an increase in prepayments.

·Defined benefit plan funding was $103 million higher in 2015.

 

(PPL)(PPL Electric)

 

PPL Electric had a $258$72 million decrease in cash provided by operating activities in 2015 compared with 2014.

·Net income improved by $331 million between the periods. However, this included an additional $255 million of net non-cash benefits, including a $331 million decrease in unrealized losses on hedging activities, which was partially offset by a $150 million increase in deferred income tax expense. The net $76 million increase from net income and non-cash components in 2015 compared with 2014 reflects higher revenues in the U.K. and higher margins in the Pennsylvania and Kentucky regulated segments.

·The $171 million decrease in cash from changes in working capital was primarily due to decreases in accounts payable, in part due to lower swaps payable and the impact of market price changes on electric trading and timing of payments. The decrease also reflects lower taxes payable and other current liabilities. These cash outflows were partially offset by the positive impact of lower unbilled revenues.

·Defined benefit plan funding was $136 million higher in 2015.

(PPL Electric)

PPL Electric had a $41 million increase in cash used in operating activities in 2015 compared with 2014.

·Net income improved by $2 million between the periods. There was no change in net non-cash components of net income.

·The $31$96 million decline in cash from changes in working capital was partially due to a decreasedecreases in accountstaxes payable with affiliates (primarily due to lower federalhigher income taxes payable to PPL)tax payments in 2015) and prepayment of gross receipts tax, partially offset by a decrease in accounts receivable.

 

·Defined benefit plan funding was $14 million higher in 2015.

 

(LKE)

 

LKE had a $141$186 million increase in cash provided by operating activities in 2015 compared with 2014.

102
·LKE's non-cash components of net income included a $9$16 million increase in depreciation expense due to additional assets in service since the firstsecond quarter of 2014, and a $1net $17 million increase in deferred income taxes primarily due to an increase in accelerated depreciation over book depreciation of $34 million, partially offset by a decrease in utilization of Federal net operating losses of $36 million, and a net $21 million change incurrent regulatory assets and regulatory liabilities due to the timing of rate recovery mechanisms.

·The increase in cash from working capital was driven primarily by a decrease in income tax receivable as a result of receiving payment from PPL for the use of excess tax depreciation deductions in 2014, a decreasean increase in coal inventorytaxes payable due to fewer purchasestiming of payments, and a decreasenet changes in natural gas stored undergroundaccounts receivable and unbilled revenue due to increased withdrawals,colder winter weather in 2014, partially offset by a decrease in accounts payable due to the timing of fuel purchases.purchases and payments.

 

(LG&E)

 

LG&E had a $102$186 million increase in cash provided by operating activities in 2015 compared with 2014.

·LG&E's non-cash components of net income included a $4$5 million increase in depreciation expense due to additional assets in service since the firstsecond quarter of 2014, a $25net $23 million increase in deferred income taxes primarily due to an increase in accelerated depreciation over book depreciation of $18 million, and a net $18 million increase incurrent regulatory assets and regulatory liabilities due to the timing of rate recovery mechanisms.mechanisms, and a $38 million increase in deferred income taxes. The increase in deferred income taxes was primarily due to an increase in accelerated tax depreciation over book depreciation of $54 million, partially offset by an increase of $15 million of net operating loss.

·The increase in cash from working capital was driven primarily by a decrease in income tax receivable as a result of receiving payment from LKE for the use of excess tax depreciation deductions in 2014, an increase in taxes payable due to timing of payments, a decrease in accounts receivable from affiliates due to timing of intercompany settlements associated with capital expenditures, inventory, and inventory, a decreaseenergy sales to KU, and net changes in coal inventoryaccounts receivable and unbilled revenue due to fewer purchases and a decreasecolder winter weather in natural gas stored underground due to increased withdrawals,2014, partially offset by a decrease in accounts payable due to the timing of fuel purchases.purchases and payments.

 

(KU)

 

KU had a $38$63 million increase in cash provided by operating activities in 2015 compared with 2014.

·KU's non-cash components of net income included a $5$12 million increase in depreciation expense due to additional assets in service since the firstsecond quarter of 2014, andpartially offset by a $9net $6 million increase in deferred income taxes primarilycurrent regulatory assets and regulatory liabilities due to an increase in accelerated depreciation over book depreciationthe timing of $16 million, offset by a $6 million Federal net operating loss accrual.rate recovery mechanisms.
98
Table of Contents

·The increase in cash from working capital was driven primarily by a decrease in income tax receivable as a result of receiving payments from LKE for the use of excess tax depreciation deductions in 2014, and a decreasean increase in coal inventorytaxes payable due to fewer purchases, partially offset by a decreasetiming of payments, net changes in accounts receivable and unbilled revenue due to colder winter weather in 2014, and an increase in accounts payable due to the timing of fuel purchases and payments, partially offset by a decrease in accounts payable to affiliates due to timing of intercompany settlements associated with capital expenditures, inventory, and inventory.energy purchases from LG&E.

 

Investing Activities

 

(All Registrants)

 

Expenditures for Property, Plant and Equipment

 

Investment in PP&E is the primary investing activity of the registrants. The primary use of cash within investing activities ischange in expenditures for PP&E. The change in these expenditures&E for the threesix months ended March 31,June 30, 2015 compared with 2014 was as follows.

 

  PPL PPL Electric LKE LG&E KU
                
(Increase) Decrease $ (50) $ (23) $ (49) $ (57) $ 6
  PPL PPL Electric LKE LG&E KU
                
(Increase) Decrease $ (1) $ (44) $ (74) $ (100) $ 26

 

The increase in expenditures for PP&E forFor PPL, was primarily due to the changesincreases in project expenditures at PPL Electric and LG&E, and KU, partiallywere offset by lower expenditures at WPD.WPD and KU. The increase in expenditures for PPL Electric was primarily due to increases in expenditures for the Northeast Pocono reliability project, smart grid projects and other various projects, partially offset by the near completion of the Susquehanna-Roseland transmission project. The increase in expenditures for LG&E was primarily due to environmental air projects at LG&E's Mill Creek plant, partially offset by lower expenditures for the construction of Cane Run Unit 7.7 which was put into commercial operation in June 2015. The decrease in expenditures for KU was related to lower expenditures for the construction of Cane Run Unit 7, environmental air projects and CCR projects at KU's Ghent and E.W. Brown plants, partially offset by higher expenditures for environmental air projects at KU's Ghent and E.W. Brown plants.

 

103

Other Significant Changes in Components of Investing Activities

 

For (PPL)

PPL the change in investing activities forreceived $135 million during the three and six months ended March 31,June 30, 2015 compared with 2014 reflects decreasesfrom the sale of $324 million in additional cash restricted for collateral requirements to support short-term investments.

(PPL Energy Supply's commodity hedging program. This was primarily due to an increase in forward prices in the three months ended March 31, 2014.

and PPL also had investing inflows of $56 million for the three months ended March 31, 2014 from U.S. Department of Treasury grants for the Rainbow hydroelectric expansion projects.Electric)

 

PPL Electric received $150 million during the three and six months ended March 31,June 30, 2014 on notes receivable from affiliates.

 

Financing Activities

 

(All Registrants)

 

The components of the change in cash provided by (used in) financing activities from continuing operations for the threesix months ended March 31,June 30, 2015 compared with 2014 was as follows.

 

   PPL PPL Electric LKE LG&E KU
Change - Cash Provided (Used)               
 Long-term debt issuances/retirements, net $ 238 $ 10         
 Stock issuances/redemptions, net   20            
 Dividends   (16)   (12)    $ 4 $ 7
 Capital contributions/distributions, net      (15) $ 41      (40)
 Change in short-term debt, net   (745)   45   (46)   (43)   (3)
 Other financing activities   14      (1)      
 Total $ (489) $ 28 $ (6) $ (39) $ (36)
   PPL PPL Electric LKE LG&E KU
Change - Cash Provided (Used)               
 Long-term debt issuances/retirements, net $ 31 $ (286)         
 Stock issuances/redemptions, net   (934)            
 Dividends   (30)   (20)    $ 2 $ 5
 Capital contributions/distributions, net      65 $ 13   (33)   (66)
 Change in short-term debt, net   493   188   (89)   (55)   (34)
 Other financing activities   20   3   18      
 Total $ (420) $ (50) $ (58) $ (86) $ (95)

 

For the threesix months ended March 31,June 30, 2015, PPL required $489$420 million less cash from financing activities primarily due to lower cash requirements to support PPL Energy Supply's commodity hedging program and the ability to use cash-on-hand in conjunction with cash from operating activities and cash-on-hand to support the significant capital expenditure programs of its subsidiaries.

 

For the three months ended March 31, 2015, PPL Electric required $28 million more cash from financing activities. In the first quarter of 2014, PPL Electric financed its capital expenditures program with proceeds from a $150 million note with an affiliate. In the first quarter of 2015, PPL Electric financed its capital expenditures program with cash-on-hand and additional short-term debt.

99
Table of Contents

See Note 7 to the Financial Statements in this Form 10-Q for information on 2015 short and long-term debt activity, equity transactions and PPL dividends. See the Registrants' 2014 Form 10-K for information on 2014 activity.

 

Credit Facilities

 

The Registrants maintain credit facilities to enhance liquidity, provide credit support and provide a backstop to commercial paper programs. Amounts borrowed under these credit facilities are reflected in "Short-term debt" on the Balance Sheets. At March 31,June 30, 2015, the total committed borrowing capacity and the use of that capacity under these credit facilities was as follows:

 

External (All Registrants)

 

         Letters of   
         Credit   
         and   
   Committed   Commercial Unused
   Capacity Borrowed Paper Issued Capacity
          
PPL Capital Funding Credit Facilities $ 750    $ 32 $ 718
PPL Energy Supply Credit Facility   3,000 $ 600   267   2,133
PPL Electric Credit Facility   300      86   214
              
LKE Credit Facility   75   75      
LG&E Credit Facility   500      216   284
KU Credit Facilities   598      391   207
Total LKE   1,173   75   607   491
 Total U.S. Credit Facilities (a) $ 5,223 $ 675 $ 992 $ 3,556
              
Total U.K. Credit Facilities (b) £ 1,055 £ 277    £ 778
104
         Letters of   
         Credit   
         and   
   Committed   Commercial Unused
   Capacity Borrowed Paper Issued Capacity
          
PPL Capital Funding Credit Facilities $ 750    $ 20 $ 730
PPL Electric Credit Facility   300      169   131
              
LKE Credit Facility   75 $ 75      
LG&E Credit Facility   500      259   241
KU Credit Facilities   598      425   173
Total LKE   1,173   75   684   414
 Total U.S. Credit Facilities (a) $ 2,223 $ 75 $ 873 $ 1,275
              
Total U.K. Credit Facilities (b) £ 1,055 £ 242    £ 813

 

(a)The commitments under the U.S. credit facilities are provided by a diverse bank group, with no one bank and its affiliates providing an aggregate commitment of more than the following percentages of the total committed capacity: PPL - 7%13%, PPL Electric - 7%, LKE - 21%, LG&E - 7% and KU - 37%.
(b)The amounts borrowed at March 31,June 30, 2015 were USD-denominated borrowings of $200 million and GPB-denominated borrowings which equated to $226$171 million. At March 31,June 30, 2015, the USD equivalent of unused capacity under the U.K. committed credit facilities was $1.2 billion.

 

The commitments under the U.K. credit facilities are provided by a diverse bank group, with no one bank providing more than 14% of the total committed capacity.

 

As a result of the proposed spinoff transaction, PPL Energy Supply has syndicated a $1.85 billion credit facility which is currently fully committed. This syndicated credit facility will replace the existing $3 billion PPL Energy Supply syndicated credit facility and will be effective upon closing of the spinoff transaction. See "Overview - Business Strategy" and "Financial and Operational Developments - Other Financial and Operational Developments - Anticipated Spinoff of PPL Energy Supply" above for additional information.

See Note 7 to the Financial Statements for further discussion of the Registrants' credit facilities.

 

Intercompany (LKE, LG&E and KU)

 

 Committed   Other Used Unused Committed   Other Used Unused
 Capacity Borrowed Capacity Capacity Capacity Borrowed Capacity Capacity
           
                  
LKE Credit Facility $ 225 $ 40 $ 185 $ 225 $ 59 $ 166
LG&E Money Pool (a)  500 $ 216  284  500 $ 259  241
KU Money Pool (a)  500  193  307  500  227  273

 

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

 

See Note 11 to the Financial Statements for further discussion of intercompany credit facilities.

 

Commercial Paper(All Registrants)

 

PPL Electric, LG&E and KU maintain commercial paper programs to provide an additional financing source to fund short-term liquidity needs, as necessary. Commercial paper issuances, included in "Short-term debt" on the Balance Sheets, are supported by the respective Registrant's Syndicated Credit Facility. The following commercial paper programs were in place at March 31,June 30, 2015:

100
Table of Contents

 

   Commercial     Commercial  
   Paper Unused   Paper Unused
  Capacity Issuances Capacity  Capacity Issuances Capacity
             
PPL ElectricPPL Electric $ 300 $ 85 $ 215PPL Electric $ 300 $ 168 $ 132
              
LG&ELG&E  350  216  134LG&E  350  259  91
KU    350   193   157    350   227   123
Total LKETotal LKE   700   409   291Total LKE   700   486   214
Total PPL $ 1,000 $ 494 $ 506Total PPL $ 1,000 $ 654 $ 346

 

Common Stock Dividends(PPL)

 

At-the-Market Stock Offering Program

During the three and six months ended June 30, 2015, PPL issued 421,700 shares of common stock under the program at an average price of $33.73 per share, receiving net proceeds of $14 million.

See Note 7 to the Financial Statements for additional information.

Common Stock Dividends

In FebruaryMay 2015, PPL declared its quarterly common stock dividend, payable AprilJuly 1, 2015, at 37.25 cents per share (equivalent to $1.49 per annum). On August 3, 2015, PPL announced that the company is increasing its common stock dividend to 37.75 cents per share on a quarterly basis (equivalent to $1.51 per annum). The increased dividend will be payable on October 1, 2015 to shareowners of record as of September 10, 2015. Future dividends, declared at the discretion of the Board of Directors, will be dependent upon future earnings, cash flows, financial and legal requirements and other factors.

 

Rating Agency Actions

 

(All Registrants)

 

Moody's, S&P and Fitch have periodically reviewed the credit ratings of the debt of the Registrants and their subsidiaries. Based on their respective independent reviews, the rating agencies may make certain ratings revisions or ratings affirmations.

 

105

A credit rating reflects an assessment by the rating agency of the creditworthiness associated with an issuer and particular securities that it issues. The credit ratings of the Registrants and their subsidiaries are based on information provided by the Registrants and other sources. The ratings of Moody's, S&P and Fitch are not a recommendation to buy, sell or hold any securities of the Registrants or their subsidiaries. Such ratings may be subject to revisions or withdrawal by the agencies at any time and should be evaluated independently of each other and any other rating that may be assigned to the securities. The credit ratings of the Registrants and their subsidiaries affect their liquidity, access to capital markets and cost of borrowing under their credit facilities.

 

The rating agencies have taken the following actions related to the Registrants and their subsidiaries during 2015:2015.

 

In January 2015, Fitch withdrew its ratings for PPL, PPL Capital Funding, PPL Energy Supply, PPL Electric, LKE, LG&E, and KU.

 

(PPL)

In May 2015, Moody's upgraded the following ratings with a stable outlook:

·the long-term issuer rating from Baa3 to Baa2 for PPL;
·the senior unsecured rating from Baa3 to Baa2 for PPL Capital Funding; and
·the junior subordinated rating from Ba1 to Baa3 for PPL Capital Funding.

In May 2015, Fitch affirmed and withdrew its ratings for PPL UK Distribution Holdings Limited (formerly known as PPL WW), WPD (South Wales) and WPD (South West).

In June 2015, S&P upgraded the following ratings with a stable outlook:

·the long-term issuer rating from BBB to A- for PPL;
101
Table of Contents
·the senior unsecured rating from BBB- to BBB+ for PPL Capital Funding; and
·the junior subordinated rating from BB+ to BBB for PPL Capital Funding.

In June 2015, S&P affirmed the short-term ratings for WPD plc, WPD (East Midlands), WPD (West Midlands), WPD (South Wales) and WPD (South West). S&P also upgraded the following ratings with a stable outlook:

·the long-term issuer rating from BBB to A- for WPD plc, WPD (East Midlands), WPD (West Midlands), WPD (South Wales) and WPD (South West);
·the senior unsecured rating from BBB- to BBB+ for WPD plc; and
·the senior unsecured rating from BBB to A- for WPD (East Midlands), WPD (West Midlands), WPD (South Wales) and WPD (South West).

(PPL and PPL Electric)

In May 2015, Moody's affirmed its ratings and revised its outlook to positive for PPL Electric.

In June 2015, S&P affirmed its commercial paper rating and upgraded the following ratings with a stable outlook for PPL Electric:

·the long-term issuer rating from BBB to A-; and
·the senior secured rating from A- to A.

(PPL, LKE, LG&E and KU)

In May 2015, Moody's upgraded the following ratings with a stable outlook for LKE:

·the long-term issuer rating from Baa2 to Baa1; and
·the senior unsecured rating from Baa2 to Baa1.

In June 2015, S&P affirmed its commercial paper ratings for LG&E and KU. S&P also upgraded the following ratings with a stable outlook:

·the long-term issuer ratings from BBB to A- for LKE, LG&E and KU;
·the senior secured ratings from A- to A for LG&E and KU; and
·the senior unsecured rating from BBB- to BBB+ for LKE.

In June 2015, S&P upgraded its ratings from AA+ to AAA for KU's 2000 Series A Solid Waste Disposal Facility Revenue Bonds, KU's 2004 Series A and 2008 Series A Environmental Facilities Revenue Bonds and KU's 2006 Series B Environmental Facilities Revenue Refunding Bonds and removed them from CreditWatch with positive implications.

Ratings Triggers

 

(All Registrants except PPL, Electric)LKE, LG&E and KU)

 

Various derivative and non-derivative contracts, including contracts for the sale and purchase of electricity and fuel, commodity transportation and storage, interest rate and foreign currency instruments (for PPL), contain provisions that require the posting of additional collateral or permit the counterparty to terminate the contract, if PPL's, LKE's, LG&E's or KU's or their subsidiaries' credit rating, as applicable, were to fall below investment grade. See Note 14 to the Financial Statements for a discussion of "Credit Risk-Related Contingent Features," including a discussion of the potential additional collateral requirements for PPL, LKE and LG&E for derivative contracts in a net liability position at March 31,June 30, 2015.

 

(All Registrants)

 

For additional information on the Registrants' liquidity and capital resources, see "Item 7. Combined Management's Discussion and Analysis of Financial Condition and Results of Operations," in the Registrants' 2014 Form 10-K.

102
Table of Contents

 

Risk Management

 

Market Risk

 

(All Registrants)

 

See Notes 13 and 14 to the Financial Statements for information about the Registrants' risk management objectives, valuation techniques and accounting designations.

 

The forward-looking information presented below provides estimates of what may occur in the future, assuming certain adverse market conditions and model assumptions. Actual future results may differ materially from those presented. These disclosures are not precise indicators of expected future losses, but only indicators of possible losses under normal market conditions at a given confidence level.

 

Commodity Price Risk (Non-trading)

(PPL, LKE, LG&E and KU)

LG&E's and KU's retail electric and natural gas rates and municipal wholesale electric rates are set by regulatory commissions and the fuel costs incurred are directly recoverable from customers. As a result, LG&E and KU are subject to commodity price risk for only a small portion of their business operations. LG&E and KU sell excess economic generation to maximize the value of the physical assets at times when the assets are not required to serve LG&E's or KU's customers. See Note 14to the Financial Statements for additional information.

(PPL and PPL Electric)

PPL Electric is exposed to market price and volumetric risks from its obligation as a PLR. The PUC has approved a cost recovery mechanism that allows PPL Electric to pass through to customers the cost associated with fulfilling its PLR obligation. This cost recovery mechanism substantially eliminates PPL Electric's exposure to market price risk. PPL Electric also mitigates its exposure to volumetric risk by entering into full-requirement energy supply contracts for the majority of its

106

PLR obligations. These supply contracts transfer the volumetric risk associated with the PLR obligation to the energy suppliers.

(PPL)

PPL Energy Supply segregates its non-trading activities into two categories: hedge activity and economic activity. Transactions that are accounted for as hedge activity qualify for hedge accounting treatment. The economic activity category includes transactions that address a specific risk, but were not eligible for hedge accounting or for which hedge accounting was not elected. This activity includes the changes in fair value of positions used to hedge a portion of the economic value of PPL Energy Supply's competitive generation assets and full-requirement sales and retail contracts. This economic activity is subject to changes in fair value due to market price volatility of the input and output commodities (e.g., fuel and power). Although they do not receive hedge accounting treatment, these transactions are considered non-trading activity. See Note 14 to the Financial Statements for additional information.

To hedge the impact of market price volatility on PPL Energy Supply's energy-related assets, liabilities and other contractual arrangements, PPL Energy Supply both sells and purchases physical energy at the wholesale level under FERC market-based tariffs throughout the U.S. and enters into financial exchange-traded and over-the-counter contracts. PPL Energy Supply's non-trading commodity derivative contracts range in maturity through 2020.

The following tables sets forth the changes in the net fair value of non-trading commodity derivative contracts for the period ended March 31. See Notes 13 and 14 to the Financial Statements for additional information.

   Gains (Losses)
   Three Months
   2015 2014
        
Fair value of contracts outstanding at the beginning of the period  $ 53 $ 107
Contracts realized or otherwise settled during the period    133   505
Fair value of new contracts entered into during the period (a)    (5)   (16)
Other changes in fair value    (92)   (737)
Fair value of contracts outstanding at the end of the period  $ 89 $ (141)

(a)Represents the fair value of contracts at the end of the quarter of their inception.

The following table segregates the net fair value of non-trading commodity derivative contracts at March 31, 2015, based on the observability of the information used to determine the fair value.

   Net Asset (Liability)
   Maturity       Maturity   
   Less Than Maturity Maturity in Excess Total Fair
   1 Year 1-3 Years 4-5 Years of 5 Years Value
Source of Fair Value               
Prices based on significant observable inputs (Level 2) $ 53 $ (34) $ 13    $ 32
Prices based on significant unobservable inputs (Level 3)   32   23   2      57
Fair value of contracts outstanding at the end of the period $ 85 $ (11) $ 15    $ 89

PPL Energy Supply sells electricity, capacity and related services and buys fuel on a forward basis to hedge the value of energy from its generation assets. If PPL Energy Supply were unable to deliver firm capacity and energy or to accept the delivery of fuel under its agreements, under certain circumstances it could be required to pay liquidating damages. These damages would be based on the difference between the market price and the contract price of the commodity. Depending on price changes in the wholesale energy markets, such damages could be significant. Extreme weather conditions, unplanned power plant outages, transmission disruptions, nonperformance by counterparties (or their counterparties) with which it has energy contracts and other factors could affect PPL Energy Supply's ability to meet its obligations, or cause significant increases in the market price of replacement energy. Although PPL Energy Supply attempts to mitigate these risks, there can be no assurance that it will be able to fully meet its firm obligations, that it will not be required to pay damages for failure to perform, or that it will not experience counterparty nonperformance in the future.

Commodity Price Risk (Trading)

PPL Energy Supply's trading commodity derivative contracts range in maturity through 2020. The following table sets forth changes in the net fair value of trading commodity derivative contracts for the periods ended March 31. See Notes 13 and 14 to the Financial Statements for additional information.

107

   Gains (Losses)
   Three Months
   2015 2014
        
Fair value of contracts outstanding at the beginning of the period  $ 48 $ 11
Contracts realized or otherwise settled during the period    (30)   
Fair value of new contracts entered into during the period (a)    (7)   (13)
Other changes in fair value    35   33
Fair value of contracts outstanding at the end of the period  $ 46 $ 31

(a)Represents the fair value of contracts at the end of the quarter of their inception.

The following table segregates the net fair value of trading commodity derivative contracts at March 31, 2015, based on the observability of the information used to determine the fair value.

  Net Asset (Liability)
  Maturity      Maturity  
  Less Than Maturity Maturity in Excess Total Fair
  1 Year 1-3 Years 4-5 Years of 5 Years Value
Source of Fair Value               
Prices based on significant observable inputs (Level 2) $ (6) $ (11) $ (9)    $ (26)
Prices based on significant unobservable inputs (Level 3)   4   33   33 $ 2   72
Fair value of contracts outstanding at the end of the period $ (2) $ 22 $ 24 $ 2 $ 46

VaR Models

A VaR model is utilized to measure commodity price risk in unregulated gross energy margins for the non-trading and trading portfolios. VaR is 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. VaR is calculated using a Monte Carlo simulation technique based on a five-day holding period at a 95% confidence level. Given the company's disciplined hedging program, the non-trading VaR exposure is expected to be limited in the short-term. The VaR for portfolios using end-of-month results for the three months ended March 31, 2015 was as follows.

       
   Trading Non-Trading
95% Confidence Level, Five-Day Holding Period      
 Period End $ 4 $ 12
 Average for the Period   4   10
 High   4   12
 Low   4   8

The trading portfolio includes all proprietary trading positions, regardless of the delivery period. All positions not considered proprietary trading are considered non-trading. The non-trading portfolio includes the entire portfolio, including generation, with delivery periods through the next 12 months. Both the trading and non-trading VaR computations exclude FTRs due to the absence of reliable spot and forward markets. The fair value of the non-trading and trading FTR positions was insignificantat March 31, 2015.

Interest Rate Risk (All Registrants)

 

The Registrants and their subsidiaries issue debt to finance their operations, which exposes them to interest rate risk. The Registrants and their subsidiaries utilize various financial derivative instruments to adjust the mix of fixed and floating interest rates in their debt portfolios, adjust the duration of their debt portfolios and lock in benchmark interest rates in anticipation of future financing, when appropriate. Risk limits under the risk management program are designed to balance risk exposure to volatility in interest expense and changes in the fair value of the debt portfolios due to changes in the absolute level of interest rates.

 

The following interest rate hedges were outstanding at March 31,June 30, 2015.

108

 

         Effect of a  
      Fair Value, 10% Adverse Maturities
    Exposure Net - Asset Movement Ranging
   Hedged (Liability) (a) in Rates (b) Through
PPL           
Cash flow hedges           
 Interest rate swaps (c) $ 1,600 $ (183) $ (54) 2045
 Cross-currency swaps (d)   1,262   47   (162) 2028
Economic hedges           
 Interest rate swaps (e)   179   (52)   (3) 2033
LKE           
Cash flow hedges           
 Interest rate swaps (c)   1,000   (122)   (40) 2045
Economic hedges           
 Interest rate swaps (e)   179   (52)   (3) 2033
LG&E           
Cash flow hedges           
 Interest rate swaps (c)   500   (61)   (20) 2045
Economic hedges           
 Interest rate swaps (e)   179   (52)   (3) 2033
KU           
Cash flow hedges           
 Interest rate swaps (c)   500   (61)   (20) 2045
             
         Effect of a  
      Fair Value, 10% Adverse Maturities
    Exposure Net - Asset Movement Ranging
   Hedged (Liability) (a) in Rates (b) Through
PPL           
Cash flow hedges           
 Interest rate swaps (c) $ 1,300 $ (59) $ (52) 2045
 Cross-currency swaps (d)   1,262   63   (159) 2028
Economic hedges           
 Interest rate swaps (e)   179   (45)   (3) 2033
LKE           
Cash flow hedges           
 Interest rate swaps (c)   1,000   (46)   (44) 2045
Economic hedges           
 Interest rate swaps (e)   179   (45)   (3) 2033
LG&E           
Cash flow hedges           
 Interest rate swaps (c)   500   (23)   (22) 2045
Economic hedges           
 Interest rate swaps (e)   179   (45)   (3) 2033
KU           
Cash flow hedges           
 Interest rate swaps (c)   500   (23)   (22) 2045

 

(a)Includes accrued interest, if applicable.
(b)Effects of adverse movements decrease assets or increase liabilities, as applicable, which could result in an asset becoming a liability. Sensitivities represent a 10% adverse movement in interest rates, except for cross-currency swaps which also includes foreign currency exchange rates.
(c)Changes in the fair value of such cash flow hedges are recorded in equity or as regulatory assets or regulatory liabilities, if recoverable through regulated rates, and reclassified into earnings in the same period during which the item being hedged affects earnings.
(d)Cross-currency swaps are utilized to hedge the principal and interest payments of WPD's U.S. dollar-denominated senior notes. Changes in the fair value of these instruments are recorded in equity and reclassified into earnings in the same period during which the item being hedged affects earnings.
(e)Realized changes in the fair value of such economic hedges are recoverable through regulated rates and any subsequent changes in the fair value of these derivatives are included in regulatory assets or regulatory liabilities.

 

The Registrants are exposed to a potential increase in interest expense and to changes in the fair value of their debt portfolios. The estimated impact of a 10% adverse movement in interest rates on interest expense at March 31,June 30, 2015 was insignificant for PPL, PPL Electric, LKE, LG&E and KU.  The estimated impact of a 10% adverse movement in interest rates on the fair value of debt at June 30, 2015 is shown below.

 

   PPL PPL Electric LKE LG&E KU
                 
 Increase in interest expenseNot  Not  Not  Not  Not
   Significant  Significant  Significant  Significant  Significant
                 
 Increase in fair value of debt$ 662 $ 128 $ 133 $ 43 $ 79
103
Table of Contents

10% Adverse
Movement
in Rates
PPL$ 630
PPL Electric 131
LKE 135
LG&E 43
KU 81

 

Foreign Currency Risk (PPL)

 

PPL is exposed to foreign currency risk primarily through investments in U.K. affiliates.  In addition, PPL's domestic operations may make purchases of equipment in currencies other than U.S. dollars.

PPL has adopted a foreign currencyUnder its risk management program, designedPPL may enter into financial instruments to hedge certain foreign currency exposures, including translation risk of expected earnings, firm commitments, recognized assets or liabilities, anticipated transactions and net investments. In addition, PPL enters into financial instruments to protect against foreign currency translation risk of expected earnings.

 

The following foreign currency hedges were outstanding at March 31,June 30, 2015.

 

     Effect of a      Effect of a 
     10%      10% 
     Adverse      Adverse 
     Movement      Movement 
     in Foreign      in Foreign 
   Fair Value, Currency Maturities   Fair Value, Currency Maturities
 Exposure Net - Asset Exchange Ranging Exposure Net - Asset Exchange Ranging
 Hedged (Liability) Rates (a) Through Hedged (Liability) Rates (a) Through
                      
Net investment hedges (b)Net investment hedges (b) £ 217 $ 34 $ (32) 2016Net investment hedges (b) £ 134 $ 12 $ (21) 2016
Economic hedges (c)Economic hedges (c)  1,306   169   (177) 2017Economic hedges (c)  1,571   61   (230) 2017

 

(a)Effects of adverse movements decrease assets or increase liabilities, as applicable, which could result in an asset becoming a liability.
(b)To protect the value of a portion of its net investment in WPD, PPL executes forward contracts to sell GBP.
(c)To economically hedge the translation of expected earnings denominated in GBP to U.S. dollars.

 

109

NDT Funds - SecuritiesCommodity Price Risk (PPL)(Non-trading)

(PPL, LKE, LG&E and KU)

 

In connection with certain NRC requirements, PPL Susquehanna maintains trust funds to fund certain costs of decommissioning the PPL Susquehanna nuclear plant (Susquehanna). At March 31, 2015, these funds were invested primarily in domestic equity securitiesLG&E's and fixed-rate, fixed-income securitiesKU's retail electric and natural gas rates and municipal wholesale electric rates are reflected at fair value on the Balance Sheet. The mix of securities is designed to provide returns sufficient to fund Susquehanna's decommissioning and to compensate for inflationary increases in decommissioning costs. However, the equity securities included in the trusts are exposed to price fluctuation in equity markets,set by regulatory commissions and the valuesfuel costs incurred are directly recoverable from customers. As a result, LG&E and KU are subject to commodity price risk for only a small portion of fixed-rate, fixed-income securities are primarily exposedtheir business operations. LG&E and KU sell excess economic generation to changes in interest rates. PPL actively monitorsmaximize the investment performance and periodically reviews asset allocation in accordance with its nuclear decommissioning trust policy statement. At March 31, 2015, a hypothetical 10% increase in interest rates and a 10% decrease in equity prices would have resulted in an estimated $74 million reduction in the fair value of the trust assets.physical assets at times when the assets are not required to serve LG&E's or KU's customers. See Notes 13 and 17 Note 14to the Financial Statements for additional information regardinginformation.

(PPL and PPL Electric)

PPL Electric is exposed to market price and volumetric risks from its obligation as a PLR. The PUC has approved a cost recovery mechanism that allows PPL Electric to pass through to customers the NDT funds.cost associated with fulfilling its PLR obligation. This cost recovery mechanism substantially eliminates PPL Electric's exposure to market price risk. PPL Electric also mitigates its exposure to volumetric risk by entering into full-requirement energy supply contracts for the majority of its PLR obligations. These supply contracts transfer the volumetric risk associated with the PLR obligation to the energy suppliers.

 

Credit Risk(All Registrants)

 

See Notes 13 and 14 to the Financial Statements in this Form 10-Q and "Risk Management - Credit Risk" in the Registrants' 2014 Form 10-K for additional information.

 

Foreign Currency Translation (PPL)

 

The value of the British pound sterling fluctuates in relation to the U.S. dollar. Changes in this exchange rate resulted in a foreign currency translation loss of $77$149 million for the threesix months ended March 31,June 30, 2015, which primarily reflected a $199$376 million decrease to PP&E and goodwill offset by a decrease of $122$227 million to net liabilities. Changes in this exchange rate

104
Table of Contents

resulted in a foreign currency translation gain of $135$140 million for the threesix months ended March 31,June 30, 2014, which primarily reflected a $334$349 million increase to PP&E and goodwill offset by an increase of $199$209 million to net liabilities. The impact of foreign currency translation is recorded in AOCI.

 

Related Party Transactions(All Registrants)

 

The Registrants are not aware of any material ownership interests or operating responsibility by senior management in outside partnerships, including leasing transactions with variable interest entities, or other entities doing business with the Registrants. See Note 11 to the Financial Statements for additional information on related party transactions for PPL Electric, LKE, LG&E and KU.

 

Acquisitions, Development and Divestitures

 

(All Registrants)

 

The Registrants from time to time evaluate opportunities for potential acquisitions, divestitures and development projects. Development projects are reexamined based on market conditions and other factors to determine whether to proceed with the projects, sell, cancel or expand them, execute tolling agreements or pursue other options. See Note 8 to the Financial Statements for information on the more significant activities.

 

(PPL)

 

See Note 8 to the Financial Statements for information on the anticipated spinoff of PPL Energy Supply and the completed Montana hydro sale.Supply.

 

Environmental Matters

 

(All Registrants except PPL Electric)Registrants)

 

Extensive federal, state and local environmental laws and regulations are applicable to PPL's, LKE's, LG&E's and KU's air emissions, water discharges and the management of hazardous and solid waste, as well as other aspects of the Registrants' businesses. The cost of compliance or alleged non-compliance cannot be predicted with certainty but could be material.significant. In addition, costs may increase significantly if the requirements or scope of environmental laws or regulations, or similar rules, are expanded or changed. Costs may take the form of increased capital expenditures or operating and maintenance expenses, monetary fines, penalties or other restrictions. Many of these environmental law considerations are also applicable to the operations of key suppliers, or customers, such as coal producers and industrial power users, and may impact the cost for their products or their demand for the Registrants' services.Increased capital and operating costs are subject to rate recovery. PPL, PPL Electric, LKE, LG&E and KU can provide no assurances as to the ultimate outcome of future environmental or rate proceedings before regulatory authorities.

 

110

The following is a discussion of the more significant environmental matters. See Note 10 to the Financial Statements and "Item 1. Business - Environmental Matters" in the Registrants' 2014 Form 10-K for additional information on environmental matters.

 

Climate Change

Physical effects associated with climate change could include the impact of changes in weather patterns, such as storm frequency and intensity, and the resultant potential damage, as applicable, to the Registrants' generation assets, electricity transmission and delivery systems, as well as impacts on the Registrants' customers. In addition, changed weather patterns could potentially reduce annual rainfall in areas where PPL, PPL Energy Supply, LKE, LG&E and KU have hydroelectric generating facilities or where river water is used to cool their fossil and nuclear (as applicable) powered generators.generators, as applicable. The Registrants cannot currently predict whether their businesses will experience these potential risks or estimate the cost of their related consequences.

 

In June 2013, President Obama released his Climate Action Plan which reiterates the goal of reducing GHG emissions in the U.S. through such actions as regulating power plant emissions, promoting increased use of renewables and clean energy technology, and establishing more restrictive energy efficiency standards. Additionally, the Climate Action Plan calls for the U.S. to prepare for the impacts of climate change. Requirements related to this plan could affect the Registrants and others in the industry as modifications may be needed to electricity delivery systems to improve the ability to withstand major storms in order to meet those requirements. As further described below, the EPA has proposed rules pursuant to this directive for both new power plants and existing power plants, which it expects to finalize in the second or third quarter of 2015. The EPA has also announced that it will develop a federal implementation plan which would apply to any states that fail to submit an

105
Table of Contents

acceptable state implementation plan.plan under these rules. The EPA's authority to promulgate these regulations under Section 111 of the Clean Air Act when the sources are already regulated under Section 112 is under challenge in the D.C. Circuit Court. Oral arguments were heard on April 16, 2015.

 

In January 2014, the EPA issued a revisedThe EPA's proposal to regulate carbon dioxide emissions fromfor new power plants.plants was issued in January 2014. The proposed limits for coal-fired plants can only be achieved through carbon capture and sequestration, a technology that is not presently commercially viable and, therefore, effectively preclude the construction of new coal-fired plants. The proposed standards for new gas-fired plants may also not be continuously achievable. The preclusion of new coal-fired plants and the compliance difficulties posed for new gas-fired plants could have a significant industry-wide impact.

 

In June 2014, the EPA issued a proposed regulation addressing carbon dioxide emissions fromThe EPA's proposal for existing power plants.plants was issued in June 2014. The existing plant proposal contains stringent, state-specific rate-based reduction goals to be achieved in two phases (2020-2029 and 2030 and beyond). The EPA believes it has offered some flexibility to the states as to how state compliance plans can be crafted, including the option to demonstrate compliance on a mass basis and through multi-state collaborations. The EPA is also proposing potential state plan extensions based on the type of plan filed (single or multi-state). PPL hasLG&E and KU have analyzed the proposal and identified potential impacts and solutions in comments filed onin December 1, 2014. PPL also submitted Supplemental Comments to FERC through EEI, advocating for reliability coordination and relief in response to technical conferences hosted by FERC on the reliability implications of implementing this rule. LG&E and KU are also working closely with state regulators in the development of Kentucky's state implementation plan. The regulation of carbon dioxide emissions from existing plants could have a significant industry-wide impact depending on the structure and stringency of the final rule and state implementation plans.

 

Waters of the United States (WOTUS)

In April 2014,On May 27, 2015, the EPA released a final rule on the definition of WOTUS. Although the rule was meant to clarify which streams and other bodies of water fall under the jurisdiction of EPA and the U.S. Army Corps of Engineers published a proposed rule that could greatly expandunder the Clean Water Act, definition of Waterssignificant ambiguity remains. The Registrants do not currently expect the rule to have a significant impact on their operations. Until such time as ongoing litigation is complete, however, the Registrants are unable to predict the impact of the United States. If the definition is expandedrule which could be substantial and include significant project delays and added costs, as proposed, permits and other regulatory requirements may be imposed for many mattersactivities presently not covered by permitting requirements (including vegetation management for transmission lines and activities affecting storm water conveyances and wetlands), the implications of which could be significant. The EPA plans. However, these costs are subject to make certain changes to the proposed regulation based on comments received. The U.S. Houserate recovery.

(PPL, LKE, LG&E and Senate are considering legislation to block this regulation. Until a final rule is issued, the Registrants cannot predict the outcome of the pending rulemaking. A final rule is expected by summer 2015.KU)

Coal Combustion Residuals (CCRs)

On April 17, 2015, the EPA published its final rule regulating CCRs. CCRs imposinginclude fly ash, bottom ash and sulfur dioxide scrubber wastes. The rule will become effective on October 14, 2015. It imposes extensive new requirements, including location restrictions, design and operating standards, groundwater monitoring and corrective action requirements and closure and post-closure care requirements on CCR impoundments and landfills that are located on active power plants and not closed. Under the rule, the EPA will regulate CCRs as non-hazardous under Subtitle D of RCRA and allow beneficial use of CCRs, with some restrictions. The CCR rule will become effective on October 14, 2015. This self-implementing rule requires posting of compliance documentation on a publicly accessible website and is enforceable through citizen suits. PPL expects that itsLG&E's and KU's plants using surface impoundments for management and disposal of CCRs or the past management of CCRs and continued use to manage waste waters will be most impacted by this rule. The rule's requirements for covered CCR impoundments and landfills include commencement or completion of closure activities generally between three and ten years from certain triggering events. PPL, LKE, LG&E and KU also anticipate incurring capital or operation and maintenance

111

costs prior to that time to address other provisions of the rule, such as groundwater monitoring and disposal facility modifications or closings, or to implement various compliance strategies.

 

PPL, LKE,In connection with the final CCR rule, LG&E and KU are reviewing the rule and are still evaluating its financial and operational impact. It is expected that these requirements will result inrecorded increases to existing AROs which will be recorded induring the second quarter of 2015. PPL, LKE, LG&E and KU are not yet able to determine an estimate of the expectedSee Note 16 for additional information. Further increases to the existing AROs. PPL, LKE, LG&EAROs or changes to current capital plans or to operating costs may be required as estimates are refined based on closure developments, groundwater monitoring results and KU believe relevant costsregulatory or legal proceedings.  Costs relating to this rule are subject to future rate recovery before the respective state regulatory agencies, or the FERC, as applicable.recovery.

 

Effluent Limitation Guidelines (ELGs) and Standards

In June 2013, the EPA published proposed regulations to revise discharge limitations for steam electric generation wastewater permits. The proposed limitations are based on the EPA review of available treatment technologies and their capacity for reducing pollutants and include new requirements for fly ash and bottom ash transport water and metal cleaning waste waters, as well as new limits for scrubber wastewater and landfill leachate. The EPA's proposed ELG regulations alsoELGs contain some requirements that would affect the inspection and operation of CCR facilities, if finalized as proposed. The proposal contains several alternative approaches, some of which could significantly impact PPL's, PPL Energy Supply's, LKE's,impose significant costs on LG&E's and KU's coal-fired plants. The final

106
Table of Contents

regulation is expected to be issued by the third or fourth quarter of 2015. At the present time, PPL, LKE, LG&E and KU are unable to predict the outcome of this matter or estimate a range of reasonably possible costs, but the costs could be significant. Pending finalization of the ELGs, certain states (including Pennsylvania and Kentucky) and environmental groups are proposing more stringent technology-based limits in permit renewals. Depending on the final limits imposed, the costs of compliance could vary significantly from the current capital expenditures projectionsbe significant and costs could be imposed ahead of federal timelines. Costs to comply with ELGs or technology-based limits are subject to rate recovery.

 

Clean Water Act 316(b)

The EPA's final 316(b) rule for existing facilities became effective in October 2014,Mercury and regulates cooling water intake structures and their impact on aquatic organisms. States are allowed considerable authority to make site-specific determinations under the rule. The rule requires existing facilities to choose between several options to reduce the impact to aquatic organisms that become trapped against water intake screens (impingement) and to determine the intake structure's impact on aquatic organisms pulled through a plant's cooling water system (entrainment). Plants already equipped with closed-cycle cooling, an acceptable option, would likely not incur substantial costs. Once-through systems would likely require additional technology to comply with the rule. Mill Creek Unit 1 and Brunner Island (all units) are the only units expected to be impacted. PPL, LKE, LG&E and KU are evaluating compliance strategies but do not presently expect the compliance costs to be material.

MATSAir Toxics Standards (MATS)

In February 2012, the EPA finalized the MATS rule requiring fossil-fuel fired plants to reduce emissionsreductions of mercury and other hazardous air pollutants byfrom fossil-fuel fired power plants, with an effective date of April 16, 2015.2012. The MATS rule was challenged by industry groups and states and was upheld by the U.S. Court of Appeals for the D.C. Circuit Court (D.C. Circuit Court) in April 2014. A group of states subsequently petitioned the U.S. Supreme Court (Supreme Court) to review this decision and on March 25, June 29,2015, oral arguments were heard asthe Supreme Court held that the EPA failed to one issue - whether or not EPA unreasonably refused toproperly consider costs when determiningdeciding to regulate hazardous air emissions from power plants under MATS.  The Court remanded the matter to the D.C. Circuit Court.  EPA's MATS rule remains in effect pending action by the D.C. Circuit Court. It is uncertain whether the D.C. Circuit Court will vacate the MATS regulation was appropriaterule, remand the rule to the EPA, or require further proceedings or actions. 

LG&E and necessary. A U.S. Supreme Court decision is expected by June 30, 2015. The rule provides for a three-year compliance deadlineKU have installed significant controls in connection with the potentialMATS rule and in conjunction with compliance with other environmental requirements, including fabric-filter baghouses, upgraded FGDs or chemical additive systems for one- and two-year extensions as provided under the statute.which appropriate KPSC authorization and/or ECR treatment has been received. PPL, LKE, LG&E and KU have completed installationcannot predict the outcome of this matter or upgrading of relevant environmental controls at affected plants or have received compliance extensions, as applicable.

PPL believes that installation of chemical additive systems and other controls may be necessary at certain coal-fired plants in Pennsylvania, the capital cost of which is not expected to be significant. PPL continues to analyze the potential impact, of MATSif any, on operating costs. With respect to PPL's Montana plants, modifications to the air pollution controls installed at Colstrip are required, the cost of which is not expected to be significant. Operations were suspended and the Corette plant was retired in March 2015 due to expected market conditions and the costs to comply with the MATS requirements.

LG&E's March 2015 retirement of one coal-fired generating unit at Cane Run and LG&E's and KU's anticipated retirement of remaining coal-fired electricity generating units located at Cane Run and Green River in 2015 and 2016 are in response to MATS and other environmental regulations. The retirement of these units is not expected to have a material impact on the financial conditionoperations, rate treatment or results of operations of PPL, LKE, LG&E or KU.

CSAPR

The EPA's CSAPR addresses the interstate transport of fine particulates and ozone by regulating emissions of sulfur dioxide and nitrogen oxide. In accordance with an October 2014 U.S. Court of Appeals decision, CSAPR establishes interstate allowance trading programs for sulfur dioxide and nitrogen oxide emissions from fossil-fueled plants in two phases: Phase 1 commenced in January 2015 and Phase 2 commences in 2017. Sulfur dioxide emissions are subject to an annual trading

112

program and nitrogen oxide emissions are subject to annual and ozone season programs. Oral arguments pertaining to outstanding challenges to the EPA's CSAPR were heard before the D.C. Circuit Court during February 2015.

Although PPL, LKE, LG&E and KU do not anticipate incurring significant costs to comply with these programs, changes in marketfuture capital or operating conditions could result in impacts that are higher than anticipated.

Regional Haze

Under the EPA's regional haze programs (developed to eliminate man-made visibility degradation by 2064), states are required to make reasonable progress every decade through the application, among other things, of Best Available Retrofit Technology (BART) on power plants commissioned between 1962 and 1977. To date, the focus of regional haze regulation has been on the western U.S. As for the eastern U.S., the EPA determined that region-wide reductions under the CSAPR trading program could, in most instances, be utilized under state programs to satisfy BART requirements for sulfur dioxide and nitrogen oxides. However, the EPA's determination is being challenged by environmental groups and others.

LG&E's Mill Creek Units 3 and 4 are required to reduce sulfuric acid mist emissions because they were determined to have a regional haze impact. These reductions are required in the regional haze state implementation plan that the Kentucky Division for Air Quality submitted to the EPA. LG&E is currently installing sorbent injection technology to comply with these reductions, the costs of which are not expected to be significant.

In Montana, the EPA finalized a Federal Implementation Plan (FIP) of the Regional Haze Rules in September 2012, with stricter emissions limits for PPL Energy Supply's Colstrip Units 1 & 2 based on the installation of new controls (no limits or additional controls were specified for Colstrip Units 3 & 4), and stricter emission limits for the Corette plant (which are not based on additional controls). The cost of the additional controls for Colstrip Units 1 & 2 could be significant. PPL Energy Supply was meeting the stricter permit limits at Corette without any significant changes to operations, although other requirements led to the suspension of operations and the retirement of Corette in March 2015 (see "MATS" discussion above). Both PPL and environmental groups have appealed the final FIP to the U.S. Court of Appeals for the Ninth Circuit and litigation is ongoing.needs.

 

National Ambient Air Quality Standards (NAAQS)

In 2008, the EPA revised the National Ambient Air Quality StandardNAAQS for ozone. As a result, states in the ozone transport region (OTR), including Pennsylvania, are required by the Clean Air Act to impose additional reductions in nitrogen oxide emissions based upon reasonably available control technologies (RACT). The PADEP is finalizing a RACT rule in 2015 requiring some fossil-fueled plants to operate at more stringent nitrogen oxide emission rates. The EPAand proposed to further strengthen the ozone standard in November 2014, which could lead to further nitrogen oxide reductions for PPL's fossil-fueled plants within the OTR. The2014.The EPA is required under court order to finalize the standard by October 1, 2015. States are also obligated to address interstate transport issues associated with new ozone standards through the establishment of "good neighbor" state implementation plans for those states that are found to contribute significantly to another states' non-attainment. The EPA recently sent a policy memo to state agencies to facilitateStates that are not in the development of these plans for the 2008 standard, including modeling data showing which states are contributing. The implementation of such plans could have an impact on the structure and stringency of CSAPR Phase 2 reductions (discussed above), or it could lead to the development of a new ozone transport rule. Non-OTR states,region, including Kentucky, are working together to evaluate further nitrogen oxide reductions from fossil-fueled plants with SCRs. The nature and timing of any additional reductions resulting from these evaluations cannot be determinedpredicted at this time.

 

In 2010, the EPA finalized a new, more stringent ambient air standardrevised NAAQS for sulfur dioxide and required states to identify areas that meet the standardthose standards and areas that are in "non-attainment". In July 2013, the EPA finalized non-attainment designations for parts of the country, including part of Jefferson County in Kentucky and part of Yellowstone County in Montana.Kentucky. Attainment is due for both areasmust be achieved by 2018. Pursuant to a consent decree between the EPA and Sierra Club approved on March 2, 2015, states are working to finalize designations for other areas by the 2017 or 2020 deadline depending on which designation methodology is used. PPL, PPL Energy Supply, LKE, LG&E and KU anticipate that some of the measures required for compliance with the CSAPR, the MATS,Clean Air Act regulations governing attainment of ozone or the Regional Haze Rules (as discussed above),particulates standards, such as upgraded or new sulfur dioxide scrubbers at certain plants and in the case of LG&E and KU, the previously announced retirement of coal-fired generating units, at theLG&E's Cane Run plant and KU's Green River and Tyrone plants, will help to achieve compliance with the new sulfur dioxide standard. If additional reductions were to be required, the financial impactcosts could be significant. The short-term impact on the Corette plant from the EPA's final designation of part of Yellowstone County in Montana as non-attainment is not expectedSuch costs are subject to be significant, as the plant's operations were suspended and the plant was retired in March 2015. In addition, MDEQ submitted a request to the EPA for a determination that this area is in attainment. If the EPA agrees with this request, then the deadlines associated with non-attainment would be suspended.

In December 2012, the EPA finalized a new, more stringent, annual National Ambient Air Quality Standard for fine particulates. The rules were challenged by the D.C. Circuit Court and upheld in May 2014. Final designations for the 2012

113

particulate standard were published in January 2015. Non-attainment areas in Pennsylvania and Kentucky were identified; however, EPA recently approved state implementation plan revisions for both states that improved these classifications. PPL Energy Supply, LG&E and KU plants in Pennsylvania and Kentucky will not be expected to make further reductions towards achieving attainment.rate recovery.

 

New Accounting Guidance (All Registrants)

 

See Notes 2 and 1918 to the Financial Statements for a discussion of new accounting guidance adopted and pending adoption.

 

Application of Critical Accounting Policies(All Registrants)

 

Financial condition and results of operations are impacted by the methods, assumptions and estimates used in the application of critical accounting policies. The following table summarizes the accounting policies by Registrant that are particularly important to an understanding of the reported financial condition or results of operations, and require management to make estimates or other judgments of matters that are inherently uncertain. See "Item 7. Combined Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Registrants' 2014 Form 10-K for a discussion of each critical accounting policy.

 

      PPL         
   PPL Electric LKE LG&E KU
                
Defined Benefits X X X X X
Loss Accruals X X X X X
Income Taxes X X X X X
Asset Impairments (Excluding Investments) X   X X X
AROs X   X X X
Price Risk Management X   X X X
Regulatory Assets and Liabilities X X X X X
Revenue Recognition - unbilled revenue    X X X X
114107
Table of Contents

PPL Corporation

PPL Electric Utilities Corporation

LG&E and KU Energy LLC

Louisville Gas and Electric Company

Kentucky Utilities Company

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Reference is made to "Risk Management" in "Item 2. Combined Management's Discussion and Analysis of Financial Condition and Results of Operations."

 

Item 4. Controls and Procedures

 

(a) Evaluation of disclosure controls and procedures.

 

The Registrants' principal executive officers and principal financial officers, based on their evaluation of the Registrants' disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934) have concluded that, as of March 31,June 30, 2015, the Registrants' disclosure controls and procedures are effective to ensure that material information relating to the Registrants and their consolidated subsidiaries is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms, particularly during the period for which this quarterly report has been prepared. The aforementioned principal officers have concluded that the disclosure controls and procedures are also effective to ensure that information required to be disclosed in reports filed under the Exchange Act is accumulated and communicated to management, including the principal executive and principal financial officers, to allow for timely decisions regarding required disclosure.

 

(b) Change in internal controls over financial reporting.

 

The Registrants' principal executive officers and principal financial officers have concluded that there were no changes in the Registrants' internal control over financial reporting during the Registrants' firstsecond fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Registrants' internal control over financial reporting.

 

PPL Corporation

 

Following the announcement of the transaction to spin off PPL Energy Supply, LLC to form Talen Energy, management determined the appropriate staffing for Talen Energy and for PPL and its subsidiaries. During the threesix months ended March 31,June 30, 2015, staffing changes, including the consolidation of certain positions and transition of responsibilities, resulted in changes in certain individuals responsible for executing internal controls. However, changes to system applications, business processes and the associated internal controls were not significant. Management has taken steps to minimize the risk from the changes in individuals executing internal controls.

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

For information regarding pending administrative and judicial proceedings involving regulatory, environmental and other matters, which information is incorporated by reference into this Part II, see:

 

 · "Item 3. Legal Proceedings" in each Registrant's 2014 Form 10-K; and
 · Notes 6 and 10 to the Financial Statements.

 

Item 1A. Risk Factors

 

There have been no material changes in the Registrants' risk factors from those disclosed in "Item 1A. Risk Factors" of the Registrants' 2014 Form 10-K.10-K, except that as a result of the June 1, 2015 spinoff by PPL of PPL Energy Supply, the risk factors disclosed under the heading "Risks Related to Supply Segment" at pages 26 through 31 of the Registrants' 2014 Form 10-K are no longer applicable.

108
Table of Contents

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
              
 Issuer Purchase of Equity Securities during the Second Quarter of 2015:   
              
    (a)(b)(c)(d)
              
             Maximum Number (or
             Approximate Dollar
          Total Number ofValue) of Shares
          Shares (or Units)(or Units) that May
    Total Number ofAverage PricePurchased as Part ofYet Be Purchased
    Shares (or Units)Paid per SharePublicly AnnouncedUnder the Plans
Period  Purchased (1)(or Unit)Plans of Programsor Programs
April 1 to April 30, 2015   18,576 $33.66  
May 1 to May 31, 2015      
June 1 to June 30, 2015   18,569 $34.77  
Total   37,145 $34.21  

(1)Represents shares of common stock withheld by PPL at the request of its executive officers to pay income taxes upon the vesting of the officers' restricted stock awards, as permitted under the terms of PPL's Incentive Compensation Plan and Incentive Compensation Plan for Key Employees.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

115

Item 6. Exhibits

 

The following Exhibits indicated by an asterisk preceding the Exhibit number are filed herewith. The balance of the Exhibits has heretofore been filed with the Commission and pursuant to Rule 12(b)-32 are incorporated herein by reference. Exhibits indicated by a [_] are filed or listed pursuant to Item 601(b)(10)(iii) of Regulation S-K.

 

1(a)3(a)-Equity Distribution Agreement, dated February 26, 2015, byAmended and amongRestated Articles of Incorporation of PPL Corporation, and Merrill Lynch, Pierce, Fenner & Smith Incorporatedeffective as of May 21, 2015 (Exhibit 1.13(i) to PPL Corporation Form 8-K Report (File No. 1-11459) dated February 26,May 27, 2015)
1(b)3(b)-Equity Distribution Agreement, dated February 26, 2015, by and amongBylaws of PPL Corporation, and Morgan Stanley & Co. LLCeffective as of May 21, 2015 (Exhibit 1.23(ii) to PPL Corporation Form 8-K Report (File No. 1-11459) dated February 26,May 27, 2015)
*1(c)-Final Terms of the Western Power Distribution (East Midlands) plc £25,000,000 1.676% Index Linked Notes due September 24, 2052 under the £3,000,000,000 Euro Medium Term Note Programme
*[_]10(a)-Service Agreement, dated March 16, 2015, between Western Power Distribution (South West) plc and Robert A. Symons
*[_]10(b)4(a)-Amendment No. 11 to the PPL Employee Stock Ownership Plan, dated May 11, 2015
[_]10(a)-Form of Retention Agreement, dated May 6, 2015, among PPL Corporation, PPL Services Corporation and Robert J. Grey (Exhibit 99.1 to PPL Corporation Directors Deferred Compensation Plan,Form 8-K Report (File No. 1-11459) dated asMay 7, 2015)
[_]10(b)-Form of April 15,Grant Letter dated May 29, 2015 (Exhibit 10.1 to PPL Corporation Form 8-K Report (File No. 1-11459) dated June 1, 2015)
*12(a)-PPL Corporation and Subsidiaries Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
*12(b)-PPL Electric Utilities Corporation and Subsidiaries Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
*12(c)-LG&E and KU Energy LLC and Subsidiaries Computation of Ratio of Earnings to Fixed Charges
*12(d)-Louisville Gas and Electric Company Computation of Ratio of Earnings to Fixed Charges
*12(e)-Kentucky Utilities Company Computation of Ratio of Earnings to Fixed Charges
109
Table of Contents

   
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, for the quarterly period ended March 31,June 30, 2015, filed by the following officers for the following companies:
   
*31(a)-PPL Corporation's principal executive officer
*31(b)-PPL Corporation's principal financial officer
*31(c)-PPL Electric Utilities Corporation's principal executive officer
*31(d)-PPL Electric Utilities Corporation's principal financial officer
*31(e)-LG&E and KU Energy LLC's principal executive officer
*31(f)-LG&E and KU Energy LLC's principal financial officer
*31(g)-Louisville Gas and Electric Company's principal executive officer
*31(h)-Louisville Gas and Electric Company's principal financial officer
*31(i)-Kentucky Utilities Company's principal executive officer
*31(j)-Kentucky Utilities Company's principal financial officer
 
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, for the quarterly period ended March 31,June 30, 2015, furnished by the following officers for the following companies:
   
*32(a)-PPL Corporation's principal executive officer and principal financial officer
*32(b)-PPL Electric Utilities Corporation's principal executive officer and principal financial officer
*32(c)-LG&E and KU Energy LLC's principal executive officer and principal financial officer
*32(d)-Louisville Gas and Electric Company's principal executive officer and principal financial officer
*32(e)-Kentucky Utilities Company's principal executive officer and principal financial officer
   
116

101.INS-XBRL Instance Document
101.SCH-XBRL Taxonomy Extension Schema
101.CAL-XBRL Taxonomy Extension Calculation Linkbase
101.DEF-XBRL Taxonomy Extension Definition Linkbase
101.LAB-XBRL Taxonomy Extension Label Linkbase
101.PRE-XBRL Taxonomy Extension Presentation Linkbase

 

117110
Table of Contents

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.

 

 PPL Corporation
 (Registrant) 
   
   
   
Date:  May 7,August 3, 2015/s/  Stephen K. Breininger 
 Stephen K. Breininger 
 Vice President and Controller 
 (Principal Accounting Officer) 
   
   
   
 PPL Electric Utilities Corporation
 (Registrant) 
   
   
   
Date:  May 7,August 3, 2015/s/  Dennis A. Urban, Jr. 
 Dennis A. Urban, Jr. 
 Controller 
 (Principal Financial Officer and Principal Accounting Officer) 

 

 

 LG&E and KU Energy LLC
 (Registrant) 
   
 Louisville Gas and Electric Company
 (Registrant) 
   
 Kentucky Utilities Company
 (Registrant) 
   
   
   
Date:  May 7,August 3, 2015/s/  Kent W. Blake 
 

Kent W. Blake

Chief Financial Officer

 
 (Principal Financial Officer and Principal Accounting Officer) 

111

118