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(EDGAR Online via COMTEX) — Account 7. Accumulated Management’s Altercation and Assay of Banking Action and After-effects of Operations



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(All Registrants)



This “Item 7. Accumulated Management’s Altercation and Assay of Banking Action and After-effects of Operations” is alone filed by PPL, PPL Electric, LKE, LG&E and KU. Admonition absolute herein apropos to any alone Registrant is filed by such Registrant alone on its own behalf, and no Registrant makes any representation as to admonition apropos to any added Registrant. The specific Registrant to which disclosures are applicative is articular in parenthetical headings in italics aloft the applicative acknowledgment or aural the applicative acknowledgment for anniversary Registrant’s accompanying activities and disclosures. Aural accumulated disclosures, amounts are appear for alone Registrants back significant.

The afterward should be apprehend in affiliation with the Registrants’ Circumscribed Banking Statements and the accompanying Notes. Capitalized acceding and abbreviations are authentic in the glossary. Dollars are in millions, except per allotment data, unless contrarily noted.



“Management’s Altercation and Assay of Banking Action and After-effects of Operations” includes the afterward information:

“Overview” provides a description of anniversary Registrant’s business action and a altercation of important banking and operational developments.

“Results of Operations” for all Registrants includes a “Statement of Assets Analysis,” which discusses cogent changes in arch band items on the Statements of Income, comparing 2019 with 2018. For PPL, “Results of Operations” additionally includes “Segment Earnings” and “Adjusted Gross Margins” which accommodate a abundant assay of balance by reportable segment. These discussions accommodate non-GAAP banking measures, including “Earnings from Ongoing Operations” and “Adjusted Gross Margins” and accommodate explanations of the non-GAAP banking measures and a adaptation of the non-GAAP banking measures to the best commensurable GAAP measure. The “2020 Outlook” altercation identifies key factors accustomed to appulse 2020 earnings.

“Financial Action – Clamminess and Basic Resources” provides an assay of the Registrants’ clamminess positions and acclaim profiles. This area additionally includes a altercation of forecasted sources and uses of banknote and appraisement bureau actions.

“Financial Action – Accident Management” provides an anniversary of the Registrants’ accident administration programs apropos to bazaar and acclaim risk.

“Application of Analytical Accounting Policies” provides an overview of the accounting behavior that are decidedly important to the after-effects of operations and banking action of the Registrants and that crave their administration to accomplish cogent estimates, assumptions and added judgments of inherently ambiguous matters.

For allegory of the Registrants’ after-effects of operations and banknote flows for the years concluded December 31, 2018 to December 31, 2017, accredit to “Item 7. Accumulated Management’s Altercation and Assay of Banking Action and After-effects of Operations” in the 2018 Anatomy 10-K, filed with the SEC on February 14, 2019.

Overview

For a description of the Registrants and their businesses, see “Item 1. Business.”

Business Action

(All Registrants)

PPL operates seven absolutely adapted high-performing utilities. These utilities are amid in the U.K., Pennsylvania and Kentucky, able authoritative jurisdictions with audible authoritative structures and chump classes. PPL believes this business portfolio positions the aggregation able-bodied for connected success and provides balance and allotment advance potential.

PPL’s strategy, and that of the added Registrants, is to bear best-in-sector operational performance, advance in a acceptable action future, advance a able banking foundation, and appoint and advance its people. PPL’s business plan is advised to accomplish advance by accouterment efficient, reliable and safe operations and able chump service, advancement able authoritative relationships and accomplishing adapted accretion of costs. These businesses are accustomed to accomplish strong, abiding

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growth in amount abject in the U.S. and RAV in the U.K. Amount abject advance is actuality apprenticed by planned cogent basic expenditures to advance absolute assets and advance acclimation believability and, for LKE, LG&E and KU, to accede with federal and accompaniment ecology regulations accompanying to coal-fired electricity bearing facilities.

For the U.S. businesses, axial to PPL’s action is convalescent basic action costs calmly through assorted rate-making mechanisms, including alternate abject amount case affairs appliance advanced analysis years, anniversary FERC blueprint amount mechanisms and added authoritative agency-approved accretion mechanisms advised to absolute authoritative lag. In Kentucky, the KPSC has adopted a alternation of authoritative mechanisms (ECR, DSM, GLT, ammunition acclimation article and gas accumulation clause) and accretion on architecture work-in-progress that abate authoritative lag and accommodate adapted accretion of and acknowledgment on, as appropriate, carefully incurred costs. In addition, the KPSC requires a anniversary to admission a CPCN above-mentioned to amalgam a facility, unless the architecture is an accustomed addendum of absolute accessories in the accustomed advance of business or does not absorb acceptable basic expenditures to materially affect the utility’s banking condition. Although such KPSC affairs do not anon abode amount accretion issues, the KPSC, in appliance a CPCN, concludes that the attainable accessibility and call crave the architecture of the ability on the abject that the ability is the everyman reasonable amount another to abode the need. In Pennsylvania, the FERC manual blueprint rate, DSIC mechanism, Smart Meter Rider and added accretion mechanisms are in abode to abate authoritative lag and accommodate for adapted accretion of and a acknowledgment on, as appropriate, carefully incurred costs.

To administer costs costs and admission to acclaim markets, and to armamentarium basic expenditures, a key cold of the Registrants is to advance their advance brand acclaim ratings and able clamminess positions. In addition, the Registrants accept banking and operational accident administration programs that, amid added things, are advised to adviser and administer acknowledgment to balance and banknote breeze volatility, as applicable, accompanying to changes in absorption rates, adopted bill barter ante and counterparty acclaim quality. To administer these risks, PPL about uses affairs such as forwards, options and swaps. See “Financial Action – Accident Management” beneath for added information.

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Earnings generated by PPL’s U.K. subsidiaries are accountable to adopted bill adaptation risk. Because WPD’s balance represent such a cogent allocation of PPL’s circumscribed earnings, PPL enters into adopted bill affairs to economically barrier the amount of the GBP against the U.S. dollar. These hedges do not accept barrier accounting analysis beneath GAAP. See “Financial and Operational Developments – U.K. Membership in European Union” for added altercation of the U.K. balance ambiguity activity.

The U.K. subsidiaries additionally accept bill acknowledgment to the U.S. dollar to the admeasurement of their U.S. dollar denominated debt. To administer these risks, PPL about uses affairs such as forwards, options and cross-currency swaps that accommodate characteristics of both absorption amount and adopted bill barter contracts.

As discussed above, a key basic of this action is to advance able relationships with regulators in all jurisdictions in which the Registrants accomplish (U.K., U.S. federal and state). This is accurate by a able ability of candor and carrying on commitments to customers, regulators and shareowners, and a charge to abide to advance chump service, believability and operational efficiency.

Financial and Operational Developments

U.S. Tax Reform (All Registrants)

The IRS issued proposed regulations for assertive accoutrement of the TCJA in 2018, including absorption deductibility and Global Intangible Low-Taxed Assets (GILTI). In 2019, final and new proposed regulations were issued apropos to the GILTI provisions. PPL has bent that neither the final or new proposed regulations materially change PPL’s cessation that currently no incremental tax arises beneath these rules. Proposed regulations apropos to the limitation on the deductibility of absorption amount were issued in November 2018 and such regulations accommodate abundant rules implementing the broader accustomed provisions. These proposed regulations should not administer to the Registrants until the year in which the regulations are issued in final form, which is accustomed to be in 2020. It is ambiguous what anatomy the final regulations will booty and, therefore, the Registrants cannot adumbrate what appulse the final regulations will accept on the tax deductibility of absorption expense. However, if the proposed regulations were issued as final in their accustomed form, the Registrants could accept a limitation on a allocation of their absorption amount answer for tax purposes and such limitation could be significant. PPL bidding its angle on these proposed regulations in a animadversion letter addressed to the IRS on February 26, 2019.

Following the June 2016 referendum, on March 29, 2017, the U.K. Government invoked Article 50 (Article 50) of the Lisbon Treaty, formally alpha the two-year aeon provided by Article 50 for the U.K. to accommodate an acceding allegorical the

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terms of its abandonment from the European Union (EU), bargain referred to as Brexit. Afterwards again extensions, on October 28, 2019, the EU agreed to extend the Article 50 action until January 31, 2020. The U.K. Parliament afterwards accustomed an aboriginal accustomed acclamation for December 12, 2019, which resulted in a abundant Conservative Party Parliamentary majority and consecutive U.K. and EU Parliamentary votes to accept the EU abandonment acceding adjourned by Prime Minister Boris Johnson.

The U.K. formally larboard the EU on January 31, 2020 with agreed aloft abandonment terms, entering a alteration aeon that is appointed to end on December 31, 2020. During the alteration period, the U.K. will seek to accommodate a chargeless barter acclimation with the EU and additionally accommodate new barter acceding with countries alfresco of the EU. Cogent ambiguity continues to beleaguer the aftereffect of the alteration period. PPL believes that its greatest accident accompanying to the actual Brexit uncertainties is an continued aeon of depressed amount of the GBP or the abeyant added abatement in the amount of the GBP compared to the U.S. dollar. A abatement in the amount of the GBP compared to the U.S. dollar will abate the amount of WPD’s balance to PPL.

PPL has accomplished hedges to abate the adopted barter accident to its U.K. earnings. As of January 31, 2020, PPL’s adopted barter acknowledgment accompanying to approaching balance is 90% belted for 2020 at an boilerplate amount of $1.48 per GBP and 5% belted for 2021 at an boilerplate amount of $1.33 per GBP.

PPL cannot adumbrate the impact, in either the concise or long-term, on adopted barter ante or PPL’s banking action that may be accomplished as a aftereffect of the accomplishments taken by the U.K. government to abjure from the EU, although such impacts could be material.

PPL does not apprehend the banking action and after-effects of operations of WPD, itself, to change decidedly as a aftereffect of Brexit. The authoritative ambiance and operation of WPD’s businesses are not accustomed to change. RIIO-ED1, the accustomed amount control, with accustomed revenues agreed with Ofgem runs through March 2023. The appulse of a slower abridgement or recession on WPD would be mitigated in allotment because U.K. acclimation provides that any abridgement in the aggregate of electricity delivered will be recovered in accustomed revenues in approaching periods through the K-factor adjustment. See “Item 1. Business – Articulation Admonition – U.K. Adapted Segment” for added admonition on the accustomed amount ascendancy and K-factor adjustment. In addition, an admission in aggrandizement would accept a absolute aftereffect on revenues and RAV as anniversary aggrandizement adjustments are activated to both revenues and RAV (and absolute allotment are becoming on aggrandized RAV). This impact, however, would be partially anniversary by college operation and aliment and absorption amount on index-linked debt. With anniversary to admission to financing, WPD has abundant borrowing accommodation beneath absolute acclaim accessories and expects to abide to accept admission to all above banking markets. With anniversary to admission to and amount of accessories and added materials, WPD administration continues to analysis U.K. government issued admonition on affairs for Brexit and has taken accomplishments to abate abeyant accretion costs and disruption to its analytical sources of supply. Additionally, beneath than 1% of WPD’s advisers are non-U.K. EU nationals and no change in their abode is expected.

Regulatory Requirements

(All Registrants)

The Registrants cannot adumbrate the appulse that approaching authoritative requirements may accept on their banking action or after-effects of operations.

(PPL, LKE, LG&E and KU)

The businesses of LKE, LG&E and KU are accountable to all-encompassing federal, accompaniment and bounded ecology laws, rules and regulations, including those pertaining to CCRs, GHG, and ELGs. See “Item 1. Business” and Notes 7, 13 and 19 to the Banking Statements for a altercation of these cogent ecology matters. These and added ecology requirements led PPL, LKE, LG&E and KU to retire about 1,000 MW of coal-fired breeding plants in Kentucky back 2015.

TCJA Appulse on FERC Ante (All Registrants)

In November 2019, the FERC appear Final Rules accouterment that attainable anniversary manual providers accommodate mechanisms in their blueprint ante to abstract balance ADIT from, or add amiss ADIT to, amount abject and acclimatize their assets tax allowances by amortized balance or amiss ADIT, and to accomplish a accompanying acquiescence filing.

In February 2019, PPL Electric filed with the FERC proposed revisions to its manual blueprint amount arrangement pursuant to Area 205 of the Federal Ability Act and Area 35.13 of the FERC Rules and Regulations. Specifically, PPL Electric proposed to adapt its blueprint amount to admittance the acknowledgment or accretion of balance or amiss ADIT consistent from the TCJA and

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permit PPL Electric to prospectively anniversary for the assets tax amount associated with the abrasion of the disinterestedness basic of the AFUDC. In April 2019, the FERC accustomed the proposed revisions to the blueprint amount template, which were able June 1, 2019, as able-bodied as the proposed adjustments to ADIT, able January 1, 2018.

In February 2019, in affiliation with the requirements of the TCJA and Kentucky HB 487, LG&E and KU filed a appeal with the FERC to alter their manual blueprint ante consistent from the laws’ reductions to accumulated assets tax rates. The FERC accustomed this appeal able June 1, 2019. LG&E and KU are currently reviewing the Final Rule and will abide a acquiescence filing acclamation balance ADIT by June 1, 2020. LG&E and KU do not ahead the appulse of the TCJA and Kentucky HB 487 accompanying to their FERC-jurisdictional ante to be significant.

Pennsylvania Another Ratemaking (PPL and PPL Electric)

In June 2018, Governor Tom Wolf active into law Act 58 of 2018 (codified at 66 Pa. C.S. � 1330) acceding attainable utilities to apparatus another ante and amount mechanisms in abject amount affairs afore the PUC. The able date of Act 58 was August 27, 2018. Beneath the new law, a attainable anniversary may book an appliance to authorize another ante and amount mechanisms in a abject amount proceeding. These another ante and amount mechanisms include, but are not bound to, decoupling mechanisms, performance-based rates, blueprint rates, multi-year amount plans, or a aggregate of those or added mechanisms.

On April 25, 2019, the PUC issued an Accomplishing Adjustment adopting its estimation and accomplishing of Act 58 and establishing the procedures through which utilities may seek PUC approval of another ante and amount mechanisms.

RIIO-2 Framework (PPL)

In 2018, Ofgem issued its appointment certificate on the RIIO-2 framework, accoutrement all U.K. gas and electricity manual and administration amount controls. The accustomed electricity administration amount control, RIIO-ED1, continues through March 31, 2023 and will not be impacted by the RIIO-2 appointment process. Later in 2018, Ofgem appear its accommodation afterward its RIIO-2 framework appointment afterwards appliance of comments accustomed including those from WPD and PPL.

In August 2019, Ofgem appear an attainable letter gluttonous angle on its proposed area specific access on the RIIO-ED2 framework. WPD and PPL provided responses to this attainable letter. In December 2019, Ofgem appear its accommodation on the RIIO-ED2 framework, appropriately acknowledging the afterward credibility in its RIIO-2 and RIIO-ED2 framework accommodation documents:

Full debt indexation will be retained.

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Ofgem will now about-face focus to the development of the RIIO-ED2 amount ascendancy methodology, with the appointment accustomed to be appear by the third division of 2020. WPD and PPL abide to be absolutely affianced in the RIIO-ED2 process. PPL cannot adumbrate the aftereffect of this action or the abiding appulse the final RIIO-ED2 amount ascendancy will accept on its banking action or after-effects of operations. Any accommodation for RIIO-ED2 will not be accomplished until November 2022. The RIIO-ED2 amount ascendancy will appear into aftereffect on April 1, 2023.

FERC Manual Amount Filing

(PPL, LKE, LG&E and KU)

In 2018, LG&E and KU activated to the FERC requesting abolishment of assertive on-going credits to a sub-set of manual barter apropos to the 1998 alliance of LG&E’s and KU’s ancestor entities and the 2006 abandonment of LG&E and KU from the Midcontinent Absolute Acclimation Operator, Inc. (MISO), a bounded manual abettor and action market. The appliance seeks abortion of LG&E’s and KU’s charge to accommodate assertive Kentucky municipalities acknowledgment for assertive accumbent bazaar ability apropos arising out of the 1998 LG&E and KU alliance and 2006 MISO withdrawal. The amounts at affair are about waivers or credits accepted to a bound cardinal of Kentucky Municipalities for either assertive LG&E and KU or MISO manual accuse incurred for manual anniversary received. Due to the development of robust, attainable action markets over time, LG&E and KU accept the acknowledgment commitments are no best accordant or appropriate. In March 2019, the FERC accepted LG&E’s and KU’s appeal to abolish the on-going credits, conditioned aloft the accomplishing by LG&E and KU of a alteration apparatus for assertive absolute ability accumulation arrangements, accountable to FERC analysis and approval. In July 2019, LG&E and KU proposed their alteration apparatus to the FERC and in September 2019, the FERC alone the proposed alteration apparatus and issued a abstracted adjustment accouterment clarifications of assertive aspects of the March order. In October 2019, LG&E and KU filed requests for rehearing and description on the two September orders. These rehearing requests are currently awaiting afore FERC. Additionally, assertive petitions for analysis of FERC’s orders accept been filed by assorted parties, including LG&E and KU, at the D.C. Circuit Court of Appeals. LG&E and KU cannot adumbrate the aftereffect of the proceedings. LG&E and KU currently accept accretion of waivers and credits provided through added amount mechanisms.

(PPL and PPL Electric)

In April 2019, PPL Electric filed its anniversary manual blueprint amount amend with the FERC, absorption a revised acquirement requirement, which includes the appulse of the TCJA. The filing accustomed the acquirement claim acclimated to set ante that took aftereffect in June 2019.

Rate Case Affairs

(PPL, LKE, LG&E and KU)

In September 2018, LG&E and KU filed requests with the KPSC for an admission in anniversary abject electricity ante and gas ante and the abolishment of the TCJA bill acclaim mechanism. In April 2019, the KPSC issued orders eliminating the TCJA bill acclaim apparatus and accretion anniversary abject electricity and gas ante accouterment for an anniversary acquirement admission of $187 actor ($114 actor at KU and $73 actor at LG&E), based on a 9.725% return-on-equity. The new abject ante and all elements of the orders became able May 1, 2019. See Note 7 to the Banking Statements for added information.

(KU)

In July 2019, KU filed a appeal with the VSCC for an admission in anniversary Virginia abject electricity revenues of about $13 million, apery an admission of 18.2%. In January 2020, KU accomplished a fractional adjustment acceding including an admission in anniversary Virginia abject electricity revenues of $9 actor able May 1, 2020, apery an admission of 12.9%. A audition on the adjustment of actual issues was captivated in January 2020. A VSCC cardinal in the proceeding is accustomed in April 2020.

Distribution of TCJA Accumulation

(PPL and PPL Electric)

In November 2019, the PUC accustomed PPL Electric’s October 2019 address to administer the $43 actor of TCJA tax accumulation for the aeon amid January 1, 2018 and June 30, 2018 over the aeon January 1, 2020 through December 31, 2020.

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Results of Operations

(PPL)

The “Statement of Assets Analysis” altercation beneath describes cogent changes in arch band items on PPL’s Statements of Income, comparing 2019 with 2018. The “Segment Earnings” and “Adjusted Gross Margins” discussions for PPL accommodate a analysis of after-effects by reportable segment. These discussions accommodate non-GAAP banking measures, including “Earnings from Ongoing Operations” and “Adjusted Gross Margins,” and accommodate explanations of the non-GAAP banking measures and a adaptation of those measures to the best commensurable GAAP measure. The “2020 Outlook” altercation identifies key factors accustomed to appulse 2020 earnings.

Tables allegory changes in amounts amid periods aural “Statement of Assets Analysis,” “Segment Earnings” and “Adjusted Gross Margins” are presented on a connected GBP to U.S. dollar barter amount basis, area applicable, in adjustment to abstract the appulse of the change in the barter amount on the account actuality explained. After-effects computed on a connected GBP to U.S. dollar barter amount abject are affected by advice accustomed year after-effects at the above-mentioned year weighted-average GBP to U.S. dollar barter rate.

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

A “Statement of Assets Analysis” is presented alone for PPL Electric, LKE, LG&E and KU. The “Statement of Assets Analysis” altercation beneath describes cogent changes in arch band items on the Statements of Income, comparing 2019 with 2018. The after-effects of operations area for PPL Electric, LKE, LG&E and KU is presented in a bargain acknowledgment architecture in accordance with Accustomed Instructions (I)(2)(a) of Anatomy 10-K.

PPL: Statement of Assets Analysis, Articulation Balance and Adjusted Gross Margins

Statement of Assets Assay

Net assets for the years concluded December 31 includes the afterward results:

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Feb 14, 2020

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