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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol:
Name of each exchange on which registered
iCommon Stock of PPL Corporation
iPPL
iNew
York Stock Exchange
Junior Subordinated Notes of PPL Capital Funding, Inc.
i2007 Series A due 2067
iPPL/67
iNew
York Stock Exchange
i2013 Series B due 2073
iPPX
iNew
York Stock Exchange
Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.
PPL Corporation
iYes
☒
No
☐
PPL
Electric Utilities Corporation
iYes
☒
No
☐
LG&E and KU Energy LLC
iYes
☒
No
☐
Louisville
Gas and Electric Company
iYes
☒
No
☐
Kentucky Utilities Company
iYes
☒
No
☐
Indicate
by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit such files).
PPL Corporation
iYes
☒
No
☐
PPL
Electric Utilities Corporation
iYes
☒
No
☐
LG&E and KU Energy LLC
iYes
☒
No
☐
Louisville
Gas and Electric Company
iYes
☒
No
☐
Kentucky Utilities Company
iYes
☒
No
☐
Indicate
by check mark whether the registrants are large accelerated filers, accelerated filers, non-accelerated filers, smaller reporting companies or emerging growth companies. See the definitions of "large accelerated filer,""accelerated filer,""smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller
reporting company
Emerging growth company
PPL Corporation
☒
☐
☐
☐
☐
PPL Electric Utilities Corporation
☐
☐
☒
☐
☐
LG&E and KU Energy LLC
☐
☐
☒
☐
☐
Louisville
Gas and Electric Company
☐
☐
☒
☐
☐
Kentucky Utilities Company
☐
☐
☒
☐
☐
If emerging growth companies, indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
PPL Corporation
☐
PPL Electric Utilities Corporation
☐
LG&E
and KU Energy LLC
☐
Louisville Gas and Electric Company
☐
Kentucky Utilities Company
☐
Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act).
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
PPL Corporation Common stock, $0.01 par value, i769,427,879 shares outstanding at April 30, 2021.
PPL Electric Utilities Corporation Common stock, no par value, i66,368,056
shares outstanding and all held by PPL Corporation at April 30, 2021.
LG&E and KU Energy LLC PPL Corporation holds all of the membership interests in LG&E and KU Energy LLC.
Louisville Gas and Electric Company Common stock, no par value, i21,294,223 shares outstanding and all held by LG&E and KU Energy LLC at April 30,
2021.
Kentucky Utilities Company Common stock, no par value, i37,817,878 shares outstanding and all held by LG&E and KU Energy LLC at April 30, 2021.
This document is available free of charge at the Investors section of PPL Corporation's website at www.pplweb.com.
However, other information on this website does not constitute a part of this Form 10-Q.
This combined Form 10-Q is separately filed by the following Registrants in their individual capacity: PPL Corporation, PPL Electric Utilities Corporation, LG&E and KU Energy LLC, Louisville Gas and Electric Company and Kentucky Utilities Company. Information contained herein relating to any individual Registrant is filed by such Registrant solely on its own behalf, and no Registrant makes any representation as to information relating to any other Registrant, except that information under "Forward-Looking Information" relating to subsidiaries of PPL Corporation is also attributed to PPL Corporation and information relating to the subsidiaries of
LG&E and KU Energy LLC is also attributed to LG&E and KU Energy LLC.
Unless otherwise specified, references in this Report, individually, to PPL Corporation, PPL Electric Utilities Corporation, LG&E and KU Energy LLC, Louisville Gas and Electric Company and Kentucky Utilities Company are references to such entities directly or to one or more of their subsidiaries, as the case may be, the financial results of which subsidiaries are consolidated into such Registrants' financial statements in accordance with GAAP. This presentation has been applied where identification of particular subsidiaries is not material to the matter being disclosed, and to conform narrative disclosures to the presentation of financial information on a consolidated basis.
KU - Kentucky Utilities Company, a public utility subsidiary of LKE engaged in the regulated generation, transmission, distribution and sale of electricity,
primarily in Kentucky.
LG&E - Louisville Gas and Electric Company, a public utility subsidiary of LKE engaged in the regulated generation, transmission, distribution and sale of electricity and the distribution and sale of natural gas in Kentucky.
LKE - LG&E and KU Energy LLC, a subsidiary of PPL and the parent of LG&E, KU and other subsidiaries.
LKS - LG&E and KU Services Company, a subsidiary of LKE that provides administrative, management, and support services primarily to LKE and its subsidiaries.
PPL - PPL Corporation, the parent holding company of PPL Electric, PPL Energy Funding,
PPL Capital Funding, LKE and other subsidiaries.
PPL Capital Funding - PPL Capital Funding, Inc., a financing subsidiary of PPL that provides financing for the operations of PPL and certain subsidiaries. Debt issued by PPL Capital Funding is fully and unconditionally guaranteed as to payment by PPL.
PPL Electric - PPL Electric Utilities Corporation, a public utility subsidiary of PPL engaged in the regulated transmission and distribution of electricity in its Pennsylvania service area and that provides electricity supply to its retail customers in this area as a PLR.
PPL Energy Funding - PPL Energy Funding Corporation, a subsidiary of PPL and the parent holding company of PPL Global and other
subsidiaries.
PPL Energy Holdings - PPL Energy Holdings, LLC, a subsidiary of PPL and the parent holding company of PPL Energy Funding, LKE and other subsidiaries.
PPL EU Services - PPL EU Services Corporation, a subsidiary of PPL that provides administrative, management and support services primarily to PPL Electric.
PPL Global - PPL Global, LLC, a subsidiary of PPL Energy Funding that, primarily through its subsidiaries, owns and operates WPD, PPL's regulated electricity distribution businesses in the U.K.
PPL Rhode Island Holdings - PPL Rhode Island Holdings, LLC, a subsidiary of PPL Energy
Holdings to which certain interests of PPL Energy Holdings in the Narragansett SPA were assigned.
PPL Services - PPL Services Corporation, a subsidiary of PPL that provides administrative, management and support services to PPL and its subsidiaries.
PPL WPD Investments Limited – a subsidiary of PPL WPD Limited and parent to WPD plc.
PPL WPD Limited - a U.K. subsidiary of PPL Global. Following reorganizations in October 2015 and October 2017, PPL WPD Limited is an indirect parent to WPD plc having previously been a sister company.
Safari Energy - Safari Energy, LLC, an indirect subsidiary of PPL, acquired in June 2018, that
provides solar energy solutions for commercial customers in the U.S.
U.K. utility business – Includes PPL WPD Investments Limited and its subsidiaries, including, notably, WPD plc and the four DNOs, which substantially represents PPL's U.K. Regulated segment. On March 17, 2021, PPL WPD Limited entered into an agreement to sell PPL's U.K. utility business.
WPD - refers to PPL WPD Limited and its subsidiaries.
WPD (East Midlands) - Western Power Distribution (East Midlands) plc, a British regional electricity distribution utility company.
WPD plc - Western Power Distribution plc, a U.K. indirect subsidiary of PPL WPD Limited. Its principal indirectly owned subsidiaries are WPD (East Midlands), WPD (South Wales), WPD (South West) and WPD (West Midlands).
WPD Midlands - refers to WPD (East Midlands) and WPD (West Midlands), collectively.
WPD (South Wales) - Western Power Distribution (South Wales) plc, a British regional electricity distribution utility company.
WPD
(South West) - Western Power Distribution (South West) plc, a British regional electricity distribution utility company.
WPD (West Midlands) - Western Power Distribution (West Midlands) plc, a British regional electricity distribution utility company.
WKE - Western Kentucky Energy Corp., a subsidiary of LKE that leased certain non-regulated utility generating plants in western Kentucky until July 2009.
Other terms and abbreviations
£ - British pound sterling.
2020 Form 10-K - Annual Report to the SEC
on Form 10-K for the year ended December 31, 2020.
Act 11 - Act 11 of 2012 that became effective on April 16, 2012. The Pennsylvania legislation authorized the PUC to approve two specific ratemaking mechanisms: the use of a fully projected future test year in base rate proceedings and, subject to certain conditions, a DSIC.
Act 129 - Act 129 of 2008 that became effective in October 2008. The law amended the Pennsylvania Public Utility Code and created an energy efficiency and conservation program and smart metering technology requirements, adopted new PLR electricity supply procurement rules, provided remedies for market misconduct and changed the Alternative Energy Portfolio Standard (AEPS).
Act
129 Smart Meter program - PPL Electric's system wide meter replacement program that installs wireless digital meters that provide secure communication between PPL Electric and the meter as well as all related infrastructure.
Adjusted Gross Margins - a non-GAAP financial measure of performance used in "Item 2. Combined Management's Discussion and Analysis of Financial Condition and Results of Operations" (MD&A).
Advanced Metering Infrastructure - meters and meter reading infrastructure that provide two-way communication capabilities, which communicate usage and other relevant data to LG&E and KU at regular intervals, and are also able to receive information from LG&E and KU, such as software upgrades and requests to provide meter readings in real time.
AFUDC
- allowance for funds used during construction. The cost of equity and debt funds used to finance construction projects of regulated businesses, which is capitalized as part of construction costs.
AOCI - accumulated other comprehensive income or loss.
ARO - asset retirement obligation.
ATM Program - at-the-market stock offering program.
CCR(s) - coal combustion residual(s). CCRs include fly ash, bottom ash and sulfur dioxide scrubber wastes.
Clean Air Act - federal legislation enacted to address certain environmental issues related to air emissions,
including acid rain, ozone and toxic air emissions.
Clean Water Act - federal legislation enacted to address certain environmental issues relating to water quality including effluent discharges, cooling water intake, and dredge and fill activities.
COVID-19 - the disease caused by the novel coronavirus identified in 2019 that has caused a global pandemic.
CPCN
- Certificate of Public Convenience and Necessity. Authority granted by the KPSC pursuant to Kentucky Revised Statute 278.020 to provide utility service to or for the public or the construction of certain plant, equipment, property or facility for furnishing of utility service to the public. A CPCN is required for any capital addition, subject to KPSC jurisdiction, in excess of $100 million.
CPI -consumer price index, a measure of inflation in the U.K. published monthly by the Office for National Statistics.
CPIH - consumer price index including owner-occupiers' housing costs. An aggregate measure of changes in the cost of living in the U.K., including a measure of owner-occupiers' housing costs.
Customer
Choice Act - the Pennsylvania Electricity Generation Customer Choice and Competition Act, legislation enacted to restructure the state's electric utility industry to create retail access to a competitive market for generation of electricity.
DNO - Distribution Network Operator in the U.K.
DRIP - PPL Amended and Restated Direct Stock Purchase and Dividend Reinvestment Plan.
DSIC - Distribution System Improvement Charge. Authorized under Act 11, which is an alternative ratemaking mechanism providing more-timely cost recovery of qualifying distribution system capital expenditures.
DSM-
Demand Side Management. Pursuant to Kentucky Revised Statute 278.285, the KPSC may determine the reasonableness of DSM programs proposed by any utility under its jurisdiction. DSM programs consist of energy efficiency programs intended to reduce peak demand and delay the investment in additional power plant construction, provide customers with tools and information regarding their energy usage and support energy efficiency.
DSO - Distribution System Operation in the U.K. is the effective delivery of a range of functions and services that need to happen to run an advanced electricity distribution network. These functions cover long-term network planning; operations, real-time processes and planning, and markets and settlement. This does not focus on a single party as an operator; but recognizes roles for a range of parties to deliver DSO.
DSP
- Default Service Provider.
Earnings from Ongoing Operations- a non-GAAP financial measure of earnings adjusted for the impact of special items and used in "Item 2. Combined Management's Discussion and Analysis of Financial Condition and Results of Operations" (MD&A).
ECR - Environmental Cost Recovery. Pursuant to Kentucky Revised Statute 278.183, Kentucky electric utilities are entitled to the current recovery of costs of complying with the Clean Air Act, as amended, and those federal, state or local environmental requirements that apply to coal combustion wastes and byproducts from the production of energy from coal.
ELG(s)-
Effluent Limitation Guidelines, regulations promulgated by the EPA.
EPA - Environmental Protection Agency, a U.S. government agency.
EPS - earnings per share.
FERC - Federal Energy Regulatory Commission, the U.S. federal agency that regulates, among other things, interstate transmission and wholesale sales of electricity, hydroelectric power projects and related matters.
GAAP - Generally Accepted Accounting Principles in the U.S.
GLT - gas line tracker. The KPSC approved mechanism for LG&E's recovery of costs associated with gas transmission lines, gas service lines, gas risers, leak mitigation, and gas main replacements.
IRS - Internal Revenue Service, a U.S. government agency.
KPSC - Kentucky Public Service Commission, the state agency that has jurisdiction over the regulation of rates and service of
utilities in Kentucky.
LIBOR - London Interbank Offered Rate.
Moody's - Moody's Investors Service, Inc., a credit rating agency.
MW - megawatt, one thousand kilowatts.
NAAQS - National Ambient Air Quality Standards periodically adopted pursuant to the Clean Air Act.
NERC - North American Electric Reliability Corporation.
NPNS - the normal purchases and normal sales exception as permitted by derivative accounting rules. Derivatives that
qualify for this exception may receive accrual accounting treatment.
OCI - other comprehensive income or loss.
Ofgem - Office of Gas and Electricity Markets, the British agency that regulates transmission, distribution and wholesale sales of electricity and gas and related matters.
OVEC - Ohio Valley Electric Corporation, located in Piketon, Ohio, an entity in which LKE indirectly owns an 8.13% interest (consists of LG&E's 5.63% and KU's 2.50% interests), which is recorded at cost. OVEC owns and operates two coal-fired power plants, the Kyger Creek plant in Ohio and the Clifty Creek plant in Indiana, with combined capacities of 2,120 MW.
PEDFA
- Pennsylvania Economic Development Financing Authority.
PLR - Provider of Last Resort, the role of PPL Electric in providing default electricity supply within its delivery area to retail customers who have not chosen to select an alternative electricity supplier under the Customer Choice Act.
PP&E - property, plant and equipment.
PPL EnergyPlus - prior to the June 1, 2015 spinoff, PPL Energy Supply, LLC, PPL EnergyPlus, LLC, a subsidiary of PPL Energy Supply that marketed and traded wholesale and retail electricity and gas and supplied energy and energy services in competitive markets.
PPL Energy
Supply - prior to the June 1, 2015 spinoff, PPL Energy Supply, LLC, a subsidiary of PPL Energy Funding and the indirect parent company of PPL Montana, LLC.
PPL Montana - prior to the June 1, 2015 spinoff of PPL Energy Supply, PPL Montana, LLC, an indirect subsidiary of PPL Energy Supply that generated electricity for wholesale sales in Montana and the Pacific Northwest.
PUC - Pennsylvania Public Utility Commission, the state agency that regulates certain ratemaking, services, accounting and operations of Pennsylvania utilities.
RAV - regulatory asset value. This term, used within the U.K. regulatory
environment, is also commonly known as RAB or regulatory asset base. RAV is based on historical investment costs at time of privatization, plus subsequent allowed additions less annual regulatory depreciation, and represents the value on which DNOs earn a return in accordance with the regulatory cost of capital. RAV is indexed to Retail Price Index (RPI) in order to allow for the effects of inflation. RAV additions have been and continue to be based on a percentage of annual total expenditures that have a long-term benefit to WPD (similar to capital projects for the U.S. regulated businesses that are generally included in rate base).
RCRA
- Resource Conservation and Recovery Act of 1976.
Registrant(s) - refers to the Registrants named on the cover of this Report (each a "Registrant" and collectively, the "Registrants").
Regulation S-X - SEC regulation governing the form and content of and requirements for financial statements required to be filed pursuant to the federal securities laws.
RIIO - Ofgem's framework for setting U.K. regulated gas and electric utility price controls which stands for "Revenues = Incentive + Innovation + Outputs." RIIO-1 refers to the first generation of price controls under the RIIO framework. RIIO-ED1 refers to the RIIO regulatory price control applicable to the operators of U.K. electricity
distribution networks, the duration of which is April 2015 through March 2023. RIIO-2 refers to the second generation of price controls under the RIIO framework. RIIO-ED2 refers to the second generation of the RIIO regulatory price control applicable to the operators of U.K. electricity distribution networks, which will begin in April 2023.
Riverstone - Riverstone Holdings LLC, a Delaware limited liability company and, as of December 6, 2016, ultimate parent company of the entities that own the competitive power generation business contributed to Talen Energy.
RPI - retail price index, is a measure of inflation in the United Kingdom published monthly by the Office for National Statistics.
Sarbanes-Oxley
- Sarbanes-Oxley Act of 2002, which sets requirements for management's assessment of internal controls for financial reporting. It also requires an independent auditor to make its own assessment.
Scrubber - an air pollution control device that can remove particulates and/or gases (primarily sulfur dioxide) from exhaust gases.
SEC - the U.S. Securities and Exchange Commission, a U.S. government agency primarily responsible to protect investors and maintain the integrity of the securities markets.
Smart metering technology - technology that can measure, among other things, time of electricity consumption to permit offering rate incentives for usage during lower cost or demand intervals.
The use of this technology also has the potential to strengthen network reliability.
S&P - S&P Global Ratings, a credit rating agency.
Superfund - federal environmental statute that addresses remediation of contaminated sites; states also have similar statutes.
Talen Energy- Talen Energy Corporation, the Delaware corporation formed to be the publicly traded company and owner of the competitive generation assets of PPL Energy Supply and certain affiliates of Riverstone, which as of December 6, 2016, became wholly owned by Riverstone.
Talen EnergyMarketing- Talen Energy Marketing, LLC, the successor name of PPL EnergyPlus after the spinoff of PPL Energy Supply that marketed and traded wholesale and retail electricity and gas, and supplied energy and energy services in competitive markets, after the June 1, 2015 spinoff of PPL Energy Supply.
TCJA - Tax Cuts and Jobs Act. Comprehensive U.S. federal tax legislation enacted on December 22, 2017.
Treasury Stock Method - a method applied to calculate diluted EPS that assumes any proceeds that could be obtained upon exercise of options and warrants (and their equivalents) would be used to purchase common stock at the average market
price during the relevant period.
VEBA - Voluntary Employee Beneficiary Association. A tax-exempt trust under the Internal Revenue Code Section 501(c)(9) used by employers to fund and pay eligible medical, life and similar benefits.
VSCC - Virginia State Corporation Commission, the state agency that has jurisdiction over the regulation of Virginia corporations, including utilities.
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 2020 Form 10-K and in "Item 2. Combined Management's Discussion and Analysis
of Financial Condition and Results of Operations" in this Form 10-Q, the following are among the important factors that could cause actual results to differ materially and adversely from the forward-looking statements:
•strategic acquisitions, dispositions, or similar transactions, including the expected sale of our U.K. utility business and the expected acquisition of The Narragansett Electric Company, and our ability to consummate these business transactions or realize expected benefits from them;
•the COVID-19 pandemic and its continuing impact on economic conditions and financial markets;
•other pandemic health events or other catastrophic events such as fires, earthquakes, explosions, floods, droughts, tornadoes, hurricanes
and other storms;
•the outcome of rate cases or other cost recovery or revenue proceedings;
•changes in U.S. state or federal or U.K. tax laws or regulations;
•the direct or indirect effects on PPL or its subsidiaries or business systems of cyber-based intrusion or the threat of cyberattacks;
•significant decreases in demand for electricity in the U.S.;
•expansion of alternative and distributed sources of electricity generation and storage;
•changes in foreign currency exchange rates for British pound sterling and the related impact on unrealized gains and losses on
PPL's foreign currency economic hedges;
•the effectiveness of our risk management programs, including foreign currency and interest rate hedging;
•non-achievement by WPD of performance targets set by Ofgem;
•the effect of changes in RPI on WPD's revenues and index linked debt;
•developments related to the U.K.'s withdrawal from the European Union and any responses thereto;
•defaults by counterparties or suppliers for energy, capacity, coal, natural gas or key commodities, goods or services;
•capital market conditions, including the availability of capital or credit,
changes in interest rates and certain economic indices, and decisions regarding capital structure;
•a material decline in the market value of PPL's equity;
•significant decreases in the fair value of debt and equity securities and their impact on the value of assets in defined benefit plans, and the potential cash funding requirements if fair value declines;
•interest rates and their effect on pension and retiree medical liabilities, ARO liabilities and interest payable on certain debt securities;
•volatility in or the impact of other changes in financial markets and economic conditions;
•the potential impact of any unrecorded commitments
and liabilities of the Registrants and their subsidiaries;
•new accounting requirements or new interpretations or applications of existing requirements;
•changes in the corporate credit ratings or securities analyst rankings of the Registrants and their securities;
•any requirement to record impairment charges pursuant to GAAP with respect to any of our significant investments;
•laws or regulations to reduce emissions of GHGs or the physical effects of climate change;
•continuing ability to access fuel supply for LG&E and KU, as well as the ability to recover fuel costs and environmental expenditures in a timely manner at LG&E
and KU and natural gas supply costs at LG&E;
•weather and other conditions affecting generation, transmission and distribution operations, operating costs and customer energy use;
•war, armed conflicts, terrorist attacks, or similar disruptive events;
•changes in political, regulatory or economic conditions in states, regions or countries where the Registrants or their subsidiaries conduct business;
•receipt of necessary governmental permits and approvals;
•new state, federal or foreign legislation or regulatory developments;
•the impact of any state, federal or
foreign investigations applicable to the Registrants and their subsidiaries and the energy industry;
•our ability to attract and retain qualified employees;
•the effect of any business or industry restructuring;
•development of new projects, markets and technologies;
•the outcome of litigation involving the Registrants and their subsidiaries.
Any forward-looking statements should be considered in light of these important factors and in conjunction with other documents of the Registrants on file with the SEC.
New factors that could cause actual results to differ materially from those described in forward-looking statements emerge from time to time, and it is not possible for the Registrants to predict all such factors, or the extent to which any such factor or combination of factors may cause actual results to differ from those contained in any forward-looking statement. Any forward-looking statement speaks only as of the date on which such statement is made, and the Registrants undertake no obligation to update the
information contained in the statement to reflect subsequent developments or information.
Combined Notes to Condensed Financial Statements (Unaudited)
Index to Combined
Notes to Condensed Financial Statements
The notes to the condensed financial statements that follow are a combined presentation. The following list indicates the Registrants to which the notes apply:
Registrant
PPL
PPL
Electric
LKE
LG&E
KU
1. Interim Financial Statements
x
x
x
x
x
2. Summary of Significant Accounting Policies
x
x
x
x
x
3.
Segment and Related Information
x
x
x
x
x
4. Revenue from Contracts with Customers
x
x
x
x
x
5.
Earnings Per Share
x
6. Income Taxes
x
x
x
x
x
7. Utility Rate Regulation
x
x
x
x
x
8.
Financing Activities
x
x
x
x
x
9. Acquisitions, Development and Divestitures
x
10.
Defined Benefits
x
x
x
x
x
11. Commitments and Contingencies
x
x
x
x
x
12.
Related Party Transactions
x
x
x
x
13. Other Income (Expense) - net
x
14. Fair Value Measurements
x
x
x
x
x
15.
Derivative Instruments and Hedging Activities
x
x
x
x
x
16. Asset Retirement Obligations
x
x
x
x
17.
Accumulated Other Comprehensive Income (Loss)
x
i
1.
Interim Financial Statements
(All Registrants)
Capitalized terms and abbreviations appearing in the unaudited combined notes to condensed financial statements are defined in the glossary. Dollars are in millions, except per share data, unless otherwise noted. The specific Registrant to which disclosures are applicable is identified in parenthetical headings in italics above the applicable disclosure or within the applicable disclosure for each Registrant's related activities and disclosures. Within combined disclosures, amounts are disclosed for any Registrant when significant.
The accompanying unaudited condensed financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X and, therefore, do not include all of the information and footnote disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation in accordance with GAAP are reflected in the condensed financial statements. All adjustments are of a normal recurring nature, except as otherwise disclosed. Each Registrant's Balance Sheet at December 31, 2020 is derived from that Registrant's 2020 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 2020 Form 10-K. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the full year ending December 31,
2021 or other future periods, because results for interim periods can be disproportionately influenced by various factors, developments and seasonal variations.
(PPL)
On March 17, 2021, PPL WPD Limited entered into a share purchase agreement to sell PPL's U.K. utility business, which substantially represents PPL’s U.K. Regulated segment, to a subsidiary of National Grid plc. The results of operations of the U.K. utility business have been classified as Discontinued Operations on PPL's Statements of Income. The assets and liabilities of the U.K. utility business have been classified as assets and liabilities held for sale on PPL's Balance Sheets. PPL has elected
to separately report the cash flows of continuing and discontinued operations on the Statements of Cash Flows. Unless otherwise noted, the notes to these financial statements exclude amounts related to discontinued operations and assets and liabilities held for sale for all periods presented. See Note 9 for additional information.
i
2.
Summary of Significant Accounting Policies
(All Registrants)
The following accounting policy disclosures represent updates to Note 1 in each Registrant's 2020 Form 10-K and should be read in conjunction with those disclosures.
Restricted Cash and Cash Equivalents(PPL)
Reconciliation of Cash, Cash Equivalents and Restricted Cash
i
The
following provides a reconciliation of Cash, Cash Equivalents and Restricted Cash reported within the Balance Sheets that sum to the total of the same amounts shown on the Statements of Cash Flows:
(a)Bank
deposits and other cash equivalents that are restricted by agreement or that have been clearly designated for a specific purpose are classified as restricted cash. On the Balance Sheets, the current portion of restricted cash is included in "Other current assets."
/
Current Expected Credit Losses
(All Registrants)
i
The
following table shows changes in the allowance for credit losses for the three months ended March 31, 2021:
Balance
at Beginning of Period
Charged to Income
Deductions (a)
Balance at End of Period
PPL
Accounts Receivable - Customer and Unbilled Revenue
$
i44
$
i2
$
i1
$
i45
Other
(b)
i28
i—
i—
i28
PPL
Electric
Accounts Receivable - Customer and Unbilled Revenue
$
i39
$
i1
$
i—
$
i40
Other
i1
i—
i—
i1
LKE
Accounts
Receivable - Customer and Unbilled Revenue
$
i5
$
i1
$
i1
$
i5
Other
(b)
i27
i—
i—
i27
LG&E
Accounts
Receivable - Customer and Unbilled Revenue
$
i3
$
i—
$
i—
$
i3
KU
Accounts
Receivable - Customer and Unbilled Revenue
$
i2
$
i1
$
i1
$
i2
(a)Primarily
related to uncollectible accounts receivable written off.
(b)Primarily related to receivables at WKE, which are fully reserved.
The TCJA included new provisions requiring that certain income, referred to as global intangible low-tax income (GILTI), earned by certain foreign subsidiaries must be included in the gross income of their U.S. shareholder. Accounting guidance allows a policy election regarding the timing of inclusion of GILTI in an entity’s financial statements. The election may be either to record deferred taxes for expected GILTI in future periods or record such taxes as a current-period expense when incurred. PPL has elected to record the tax effect of expected GILTI inclusions and thus, records deferred taxes relating to such inclusions.
In light of the anticipated sale of PPL's U.K. utility business and the associated classification of that business as assets held for sale, indefinite reinvestment is no longer relevant. As such, PPL expects to realize
the outside book-tax basis difference in those assets in the foreseeable future. Accordingly, a deferred tax liability is recorded reflecting the expected tax cost associated with the realization of that basis difference.
See Note 6 for additional discussion regarding income taxes, including the impact of the TCJA.
i
3. Segment and Related
Information
(PPL)
See Note 2 in PPL's 2020 Form 10-K for a discussion of reportable segments and related information.
On March 17, 2021, PPL WPD Limited entered into a share purchase agreement to sell PPL's U.K. utility business, which substantially represents PPL's U.K. Regulated segment. As a result of this strategic shift in the operations of the business, PPL will no longer provide segment information for the U.K. Regulated segment. See Note 9 for additional information.
i
Income
Statement data for the segments and reconciliation to PPL's consolidated results for the periods ended March 31 are as follows:
Three Months
2021
2020
Operating
Revenues from external customers
Kentucky Regulated
$
i885
$
i825
Pennsylvania
Regulated
i605
i608
Corporate
and Other
i8
i7
Total
$
i1,498
$
i1,440
Net
Income
Kentucky Regulated (a)
$
i146
$
i127
Pennsylvania
Regulated (a)
i113
i118
Corporate
and Other (a)
(i56)
(i41)
Discontinued
Operations (b)
(i2,043)
i350
Total
$
(i1,840)
$
i554
(a)For
the period ended March 31, 2020, corporate level financing costs of $i8 million, net of $i2 million
of income taxes, and an immaterial amount were allocated to the Kentucky Regulated and Pennsylvania Regulated segments. Beginning in 2021, corporate level financing costs will no longer be allocated to the reportable segments and are being reported in Corporate and Other.
(b)Includes unrealized gains and losses from hedging foreign currency economic activity. See Note 9 for additional information.
The following provides Balance Sheet data for the segments and reconciliation to PPL's consolidated Balance Sheets as of:
(a)Primarily consists of unallocated items, including cash, PP&E, goodwill, the elimination of inter-segment transactions as well as the assets of Safari Energy.
(b)See Note 9 for additional information.
(PPL Electric, LKE, LG&E and KU)
PPL Electric has two operating segments, distribution and transmission, which are aggregated into a single reportable segment. LKE, LG&E and KU are individually single operating and reportable segments.
i
4.
Revenue from Contracts with Customers
(All Registrants)
See Note 3 in PPL's 2020 Form 10-K for a discussion of the principal activities from which the Registrants and PPL’s segments generate their revenues.
i
The following tables reconcile "Operating Revenues" included in each Registrant's Statement of Income with revenues generated from contracts with customers for the periods ended March 31.
2021
Three Months
PPL
PPL Electric
LKE
LG&E
KU
Operating Revenues (a)
$
i1,498
$
i605
$
i885
$
i428
$
i469
Revenues
derived from:
Alternative revenue programs (b)
i24
i22
i2
i—
i2
Other
(c)
(i6)
i—
(i6)
(i3)
(i3)
Revenues
from Contracts with Customers
$
i1,516
$
i627
$
i881
$
i425
$
i468
2020
Three Months
PPL
PPL Electric
LKE
LG&E
KU
Operating Revenues (a)
$
i1,440
$
i608
$
i825
$
i407
$
i432
Revenues
derived from:
Alternative revenue programs (b)
(i3)
i—
(i3)
(i3)
i—
Other
(c)
(i8)
(i2)
(i6)
(i3)
(i3)
Revenues
from Contracts with Customers
$
i1,429
$
i606
$
i816
$
i401
$
i429
(a)PPL
Electric and LKE represent revenues from external customers reported by the Pennsylvania Regulated and Kentucky Regulated segments. See Note 3 for additional information.
(b)Alternative revenue programs include the transmission formula rate for PPL Electric, the ECR and DSM programs for LG&E and KU, the GLT program for LG&E, and the generation formula rate for KU. For PPL Electric, the three months ended March 31, 2021 includes a $ii27/ million
reserve recorded as a result of a challenge to the transmission formula rate return on equity. See Note 7 for further information. This line item shows the over/under collection of these rate mechanisms with over-collections of revenue shown as positive amounts in the table above and under-collections shown as negative amounts.
(c)Represents additional revenues outside the scope of revenues from contracts with customers, such as lease and other miscellaneous revenues.
The following tables show revenues from contracts with customers disaggregated by customer class for the periods ended March 31.
2021
Three Months
PPL
PPL Electric
LKE
LG&E
KU
Residential
$
i774
$
i361
$
i413
$
i205
$
i208
Commercial
i313
i82
i231
i121
i110
Industrial
i152
i12
i140
i46
i94
Other
(a)
i91
i12
i71
i34
i37
Wholesale
- municipality
i6
i—
i6
i—
i6
Wholesale
- other (b)
i20
i—
i20
i19
i13
Transmission
i160
i160
i—
i—
i—
Revenues
from Contracts with Customers
$
i1,516
$
i627
$
i881
$
i425
$
i468
2020
Three Months
PPL
PPL Electric
LKE
LG&E
KU
Residential
$
i714
$
i344
$
i370
$
i187
$
i183
Commercial
i312
i81
i231
i124
i107
Industrial
i144
i8
i136
i45
i91
Other
(a)
i87
i14
i66
i28
i38
Wholesale
- municipality
i5
i—
i5
i—
i5
Wholesale
- other (b)
i8
i—
i8
i17
i5
Transmission
i159
i159
i—
i—
i—
Revenues
from Contracts with Customers
$
i1,429
$
i606
$
i816
$
i401
$
i429
(a)Primarily
includes revenues from pole attachments, street lighting, other public authorities and other non-core businesses.
(b)Includes wholesale power and transmission revenues. LG&E and KU amounts include intercompany power sales and transmission revenues, which are eliminated upon consolidation at LKE.
/
As discussed in Note 2 in PPL's 2020 Form 10-K, PPL segments its business by geographic location. Revenues from external customers for each segment/geographic location are reconciled to revenues from contracts with customers in the footnotes to the tables above.
Contract receivables from customers are primarily included in "Accounts
receivable - Customer" and "Unbilled revenues" on the Balance Sheets.
i
The following table shows the accounts receivable and unbilled revenues balances that were impaired for the periods ended March 31.
Three
Months
2021
2020
PPL
$
i2
$
i6
PPL
Electric
i1
i4
LKE
i1
i2
LG&E
i—
i1
KU
i1
i1
/
i
The
following table shows the balances and certain activity of contract liabilities resulting from contracts with customers.
Contract liabilities result from recording contractual billings in advance for customer attachments to the Registrants' infrastructure and payments received in excess of revenues earned to date. Advanced billings for customer attachments are recognized as revenue ratably over the billing period. Payments received in excess of revenues earned to date are recognized as revenue as services are delivered in subsequent periods.
At March 31, 2021, PPL had $i47
million of performance obligations attributable to Corporate and Other that have not been satisfied. Of this amount, PPL expects to recognize approximately $i38 million within the next i12
months.
i
5. Earnings Per Share
(PPL)
Basic EPS is computed by dividing income available to PPL common shareowners by the weighted-average number of common shares outstanding during the applicable period. Diluted EPS is computed by dividing income available to PPL common shareowners by the weighted-average number of common shares outstanding,
increased by incremental shares that would be outstanding if potentially dilutive share-based payment awards were converted to common shares as calculated using the Two-Class Method or Treasury Stock Method.
i
Reconciliations of the amounts of income and shares of PPL common stock (in thousands) for the periods ended March 31 used in the EPS calculation are:
Three
Months
2021
2020
Income (Numerator)
Income
from continuing operations after income taxes available to PPL common shareowners - Basic and Diluted
$
i203
$
i204
Income
(loss) from discontinued operations (net of income taxes) available to PPL common shareowners - Basic and Diluted
$
(i2,043)
$
i350
Net
income (loss) available to PPL common shareowners - Basic and Diluted
$
(ii1,840/)
$
ii554/
Shares
of Common Stock (Denominator)
Weighted-average shares - Basic EPS
i769,159
i767,948
Add:
Dilutive share-based payment awards
i1,551
i790
Weighted-average
shares - Diluted EPS
i770,710
i768,738
Basic
and Diluted EPS
Available to PPL common shareowners:
Income from continuing operations after income taxes
$
i0.26
$
i0.27
Income
(loss) from discontinued operations (net of income taxes)
(i2.65)
i0.45
Net
Income (Loss) available to PPL common shareowners
$
(i2.39)
$
i0.72
/
i
For
the periods ended March 31, PPL issued common stock related to stock-based compensation plans and the DRIP as follows (in thousands):
Three Months
2021
2020
Stock-based
compensation plans
i520
i598
DRIP
i—
i434
/
i
For
the periods ended March 31, the following shares (in thousands) were excluded from the computations of diluted EPS because the effect would have been antidilutive.
Federal income tax on Income Before Income Taxes at statutory tax rate - 21%
$
i22
$
i21
Increase
(decrease) due to:
State income taxes, net of federal income tax benefit
i4
i4
Amortization
of excess deferred federal and state income taxes
(i4)
(i4)
Other
(i1)
(i1)
Total
increase (decrease)
(i1)
(i1)
Total
income tax expense (benefit)
$
i21
$
i20
Other
TCJA
Regulatory Update (All Registrants)
In July 2020, the IRS issued final and new proposed regulations relating to the limitation on interest deductibility. The final regulations do not apply to the Registrants until the 2021 tax year. The new proposed regulations were finalized on January 5, 2021 and will apply to the Registrants in the 2022 tax year. The Registrants have evaluated the final regulations issued in 2021 and concluded that neither the 2020 or 2021 regulations should have a material impact on the Registrants’ financial condition or results of operations.
i
7.
Utility Rate Regulation
(All Registrants)
i
The following table provides information about the regulatory assets and liabilities of cost-based rate-regulated utility operations.
(a)See
“Regulatory Matters - Federal Matters - Challenge to PPL Electric Transmission Formula Rate Return on Equity” below for further information.
Regulatory Matters
Kentucky Activities(PPL, LKE, LG&E and KU)
Rate Case Proceedings
On November 25, 2020, LG&E and KU filed requests with the KPSC for an increase in annual electricity and gas revenues of approximately $ii331/
million ($iii131//
million and $iii170//
million in electricity revenues at LG&E and KU and $iii30//
million in gas revenues at LG&E). The revenue increases would be an increase of iii11.6//%
and iii10.4//%
in electricity revenues at LG&E and KU, and an increase of iii8.3//%
in gas revenues at LG&E. In recognition of the economic impact of COVID-19, LG&E and KU requested approval of a iiiiiione-year/////
billing credit which will credit customers approximately $ii53/
million ($iii41//
million at LG&E and $iii12//
million at KU). The billing credit represents the return to customers of certain regulatory liabilities on LG&E’s and KU’s Balance Sheets and serves to partially mitigate the rate increases during the first year in which the new rates are in effect.
LG&E’s and KU’s applications also included a request for a CPCN to deploy Advanced Metering Infrastructure across LG&E’s and KU’s service territories in Kentucky.
The applications were based on a forecasted test year of July 1, 2021 through June 30, 2022 and requested an authorized return on equity of iiiiii10.0/////%.
On April 19, 2021, LG&E and KU entered into an agreement with all intervening parties to the proceedings resolving all matters in their applications, with the explicit exception of LG&E's and KU's net metering proposals. The agreement proposes increases in annual revenues of $ii217/ million
($iii77// million
and $iii116// million
in electricity revenues at LG&E and KU and $iii24// million
in gas revenues at LG&E) based on an authorized return on equity of iiiiii9.55/////%.
The proposal includes an authorized iiiiii9.35/////%
return on equity for the ECR and GLT mechanisms. The agreement does not modify the requested one-year billing credit. The agreement proposes that the KPSC should grant LG&E’s and KU’s request for a CPCN to deploy Advanced Metering Infrastructure and proposes the establishment of a Retired Asset Recovery rider (RAR) to provide for recovery of and return on the remaining investment in certain electric generating units upon their retirement over a iiiiiiten-year/////
period following retirement. In respect of the RAR rider, the agreement proposes that LG&E and KU will continue to use currently approved depreciation rates for Mill Creek units 1 and 2 and Brown Unit 3. The agreement also proposes a iiiiiifour-year/////“stay-out” commitment from LG&E and KU to refrain from effective base rate increases before July 1, 2025, subject to certain exceptions.
A hearing on the agreement, and the underlying proceedings, was completed on April 28, 2021. Subject to KPSC approval, the rates, decreased by the amount of the billing credit, are expected to become effective July 1, 2021. An Order on the net metering issues is expected by the end of September 2021. PPL, LKE, LG&E and KU cannot predict the outcome of these proceedings.
Act 129 requires Pennsylvania Electric Distribution Companies (EDCs) to meet, by specified dates, specified goals for reduction in customer electricity usage and peak demand. EDCs not meeting the requirements of Act 129 are subject to significant penalties. PPL Electric filed with the PUC its Act 129 Phase IV Energy Efficiency and Conservation Plan (Phase IV Act 129 Plan) on November 30, 2020, for the ifive-year
period starting June 1, 2021 and ending on May 31, 2026. PPL Electric's Phase IV Act 129 Plan was approved by the PUC at its March 25, 2021, public meeting.
Federal Matters
Challenge to PPL Electric Transmission Formula Rate Return on Equity (PPL and PPL Electric)
On May 21, 2020, PP&L Industrial Customer Alliance (PPLICA) filed a complaint with the FERC alleging that PPL Electric's base return on equity (ROE) of ii11.18/%
used to determine PPL Electric's formula transmission rate is unjust and unreasonable, and proposing an alternative ROE of ii8.0/%
based on its interpretation of FERC Opinion No. 569. However, also on May 21, 2020, the FERC issued Opinion No. 569-A in response to numerous requests for rehearing of Opinion No. 569, which revised the method for analyzing base ROE. On June 10, 2020, PPLICA filed a Motion to Supplement the May 21, 2020 complaint in which PPLICA continued to allege that PPL Electric’s base ROE is unjust and unreasonable, but revised its analysis of PPL Electric's base ROE to reflect the guidance provided in Opinion No. 569-A. The amended complaint proposed an updated alternative ROE of ii8.5/%
and also requested that the FERC preserve the original refund effective date as established by the filing of the original complaint on May 21, 2020. Several parties have filed motions to intervene, including one party who filed Comments in Support of the original complaint.
On July 10, 2020, PPL Electric filed its Answer and supporting Testimony to the PPLICA filings arguing that the FERC should deny the original and amended complaints as they are without merit and fail to demonstrate the existing base ROE is unjust and unreasonable. In addition, PPL Electric contended any refund effective date should be set for no earlier than June 10, 2020 and PPLICA's proposed replacement ROE should be rejected.
On
October 15, 2020, the FERC issued an order on the PPLICA complaints which established hearing and settlement procedures, set a refund effective date of May 21, 2020 and granted the motions to intervene. On November 16, 2020, PPL Electric filed a request for rehearing of the portion of the October 15, 2020 Order that set the May 21, 2020 refund effective date. On December 17, 2020, the FERC issued a Notice of Denial of Rehearing by Operation of Law and Providing for Further Consideration. On February 16 and April 19, 2021, PPL Electric filed Petitions for Review with the United States Court of Appeals for the District of Columbia
Circuit of the portion of the October 15, 2020 Order that set the May 21, 2020 refund effective date.
PPL Electric continues to believe its ROE is just and reasonable and that it has meritorious defenses against the original and amended complaints. Settlement negotiations are currently proceeding, but there can be no assurance that they will result in a final settlement. Although PPL Electric cannot predict the outcome of this matter, in the first quarter of 2021, PPL Electric recorded a revenue reserve of $ii19/ million
after-tax. Of this amount, $ii13/ million
relates to the period from May 21, 2020 to December 31, 2020. Additional revenue earned from May 21, 2020 through the ultimate resolution of this matter may be subject to refund. A change of 50 basis points to the base ROE would impact PPL Electric's net income by approximately $ii12/ million
on an annual basis.
FERC Transmission Rate Filing (PPL, LKE, LG&E and KU)
In 2018, LG&E and KU applied to the FERC requesting elimination of certain on-going credits to a sub-set of transmission customers relating to the 1998 merger of LG&E's and KU's parent entities and the 2006 withdrawal of LG&E and KU from the Midcontinent Independent System Operator, Inc. (MISO), a regional transmission operator and energy market. The application sought termination of LG&E's and KU's commitment to provide certain Kentucky municipalities mitigation for certain horizontal market power concerns arising out of the 1998 LG&E and KU merger and 2006 MISO withdrawal. The amounts at issue are generally waivers or credits granted to a limited number of Kentucky municipalities for either certain LG&E and KU or MISO
transmission charges incurred for transmission service received. Due to the development of robust, accessible energy markets over time, LG&E and KU believe the mitigation commitments are no longer relevant or appropriate. In March 2019, the FERC granted LG&E's and KU's request to remove the ongoing credits, conditioned upon the implementation by LG&E
and KU of a transition mechanism for certain existing power supply arrangements, subject to FERC review and approval. In July 2019, LG&E and KU proposed their transition mechanism to the FERC and in September 2019, the FERC rejected the proposed transition
mechanism. In September 2020, the FERC issued orders in the rehearing process that modified various aspects of the September 2019 orders which had approved future termination of the credits, including adjusting which customer arrangements are covered by the transition mechanism and respective future periods or dates for termination of credits. In November 2020, the FERC denied the parties' rehearing requests. In November 2020 and January 2021, LG&E and KU and other parties appealed the September 2020 and November 2020 orders at the D.C. Circuit Court of Appeals. The appellate proceedings are continuing, and also include certain additional prior pending petitions for review relating to the matter. On January 15, 2021, LG&E and KU made a filing seeking FERC acceptance of a new proposal for a transition mechanism. On March 16, 2021, the FERC accepted the filed transition
mechanism agreements effective on March 17, 2021 but subject to refund, and established hearing and settlement procedures. LG&E and KU are also required to make certain compliance filings consistent with the March 16, 2021 order. LG&E and KU cannot predict the outcome of the respective appellate and FERC proceedings. LG&E and KU currently receive recovery of the waivers and credits provided through other rate mechanisms and such rate recovery would be anticipated to be adjusted consistent with potential changes or terminations of the waivers and credits, as such become effective.
Other
Purchase of Receivables Program (PPL and PPL Electric)
In accordance
with a PUC-approved purchase of accounts receivable program, PPL Electric purchases certain accounts receivable from alternative electricity suppliers at a discount, which reflects a provision for uncollectible accounts. The alternative electricity suppliers have no continuing involvement or interest in the purchased accounts receivable. Accounts receivable that are acquired are initially recorded at fair value on the date of acquisition. During the three months ended March 31, 2021, and 2020, PPL Electric purchased $ii324/
million and $ii311/ million of accounts receivable
from alternative suppliers.
i
8. Financing Activities
Credit Arrangements and Short-term Debt
(All Registrants)
The Registrants maintain credit facilities to enhance liquidity, provide credit support and act as a backstop to commercial
paper programs. For reporting purposes, on a consolidated basis, the credit facilities and commercial paper programs of PPL Electric, LKE, LG&E and KU also apply to PPL and the credit facilities and commercial paper programs of LG&E and KU also apply to LKE. The amounts listed in the borrowed column below are recorded as "Short-term debt" on the Balance Sheets except for borrowings under PPL Capital Funding’s term loan agreement due March 2022, which are reflected in “Long-term debt due within one year” at March 31, 2021 and “Long-term debt” at December 31, 2020. iThe
following credit facilities were in place at:
PPL, PPL Electric, LG&E and KU maintain commercial paper programs to provide an additional financing source to fund short-term liquidity needs. Commercial paper issuances, included in "Short-term debt" on the Balance Sheets, are supported by the respective Registrant's credit facilities. iThe following commercial paper programs were in place at:
In April 2021, the Louisville/Jefferson County Metro Government of Kentucky remarketed $iii128// million
of Pollution Control Revenue Bonds, 2003 Series A due 2033 previously issued on behalf of LG&E. The bonds were remarketed at a long-term rate and will bear interest at iii2.00//%
through their maturity date of October 1, 2033.
In May 2021, the County of Trimble, Kentucky remarketed $iii35// million
of Pollution Control Revenue Bonds, 2001 Series B due 2027 previously issued on behalf of LG&E. The bonds were remarketed at a long-term rate and will bear interest at iii1.35//%
through their maturity date of November 1, 2027.
In May 2021, the Louisville/Jefferson County Metro Government of Kentucky remarketed $iii35// million
of Pollution Control Revenue Bonds, 2001 Series B due 2027 previously issued on behalf of LG&E. The bonds were remarketed at a long-term rate and will bear interest at iii1.35//%
through their maturity date of November 1, 2027.
(PPL)
Equity Securities
ATM Program
In February 2018, PPL entered into an equity distribution agreement, pursuant to which PPL may sell, from time to time, up to an aggregate of $i1.0 billion of its common stock through an at-the-market
offering program, including a forward sales component. The compensation paid to the selling agents by PPL may be up to i2% of the gross offering proceeds of the shares. There were ino
issuances under the ATM program for the three months ended March 31, 2021. The ATM program expired in February 2021.
Distributions
In February 2021, PPL declared a quarterly common stock dividend, payable April 1, 2021, of i41.5 cents per share (equivalent to $i1.66
per annum). Future dividends, declared at the discretion of the Board of Directors, will depend upon future earnings, cash flows, financial and legal requirements and other factors.
Share Purchase Agreement to Sell U.K. Utility Business
On March 17, 2021, PPL WPD Limited (WPD Limited) entered into a share purchase agreement (WPD SPA) to sell PPL's U.K. utility business to National Grid Holdings One plc (National Grid U.K.), a subsidiary of National Grid plc. Pursuant to the WPD SPA, National Grid U.K. will acquire 100% of the issued share capital of PPL WPD Investments Limited (WPD Investments) for £i7.8
billion in cash. WPD Limited will also receive an additional amount of £i548,000 for each day during the period from January 1, 2021 to the closing date if the dividends usually declared by WPD Investments to WPD Limited are not paid for that period.
The completion of the transaction, which is currently expected to occur by the end of July 2021, is subject to approval by National Grid plc's shareholders and receipt of regulatory
approvals from the Financial Conduct Authority (the FCA), the Guernsey Financial Services Commission and, if applicable at the time of closing, from the U.K. Secretary of State in connection with the National Security and Investment Bill 2020. On April 22, 2021, National Grid plc’s shareholders approved the transaction pursuant to the listing rules of the FCA. On May 4, 2021, the Guernsey Financial Services Commission approved the transaction. The approval of the FCA is the sole remaining approval before the transaction can be consummated.
WPD Limited and National Grid U.K. have each made customary representations and warranties in the WPD SPA, as well as certain customary covenants by WPD Limited to conduct the businesses that are subject to the WPD SPA in the ordinary course between the execution of the WPD
SPA and the closing of the sale. National Grid U.K., at its expense, has purchased warranty and indemnity insurance. The consummation of the transaction is not subject to a financing condition. PPL will not have any significant involvement with the U.K. utility business after completion of the sale.
Loss on Sale
In connection with entering into the WPD SPA, the U.K. utility business has met the accounting criteria to be classified as assets and liabilities held for sale and discontinued operations beginning with the first quarter of 2021. iAccordingly,
PPL’s investment in the U.K. utility business has been reported at its estimated fair value, less costs to sell, resulting in an estimated pre-tax loss on sale of $i1.6 billion as of March 31, 2021, as determined below./
Three
Months
2021
Sales proceeds (a)
$
i10,806
Costs to sell (b)
i48
Carrying
value (c)
i12,405
Loss on Sale (d)
(i1,647)
(a)Amount
represents a contractual selling price of £i7.8 billion (a Level 1 fair value measurement) as well as accrued additional consideration of approximately £i49 million
converted at the March 31, 2021 spot rate of $i1.38 per GBP.
(b)Estimated amounts incurred for bank advisory, legal and accounting fees to facilitate the transaction.
(c)The measurement of PPL’s carrying value of the U.K. utility business includes the realization of accumulated other comprehensive losses of $i3.7
billion, which arose primarily from currency translation adjustments and defined benefit plans associated with the U.K. utility business.
(d)This loss has been recorded as a reduction to goodwill.
Summarized Results of Discontinued Operations
The operations of the U.K. utility business are included in "Income (Loss) from Discontinued Operations (net of income taxes)" on the Statements of Income. iFollowing
are the components of discontinued operations in the Statements of Income for the periods ended March 31:
Income
(loss) from Discontinued Operations (net of income taxes)
$
(i2,043)
$
i350
(a)No
interest from corporate level debt was allocated to discontinued operations.
(b)2021 primarily includes a federal tax expense of $i689 million for the recognition of the tax cost associated with the realization of the book-tax outside basis difference in PPL's investment in the U.K. utility business and foreign
tax expense of $i73 million on current year operations.
Summarized Assets and Liabilities Held for Sale
The assets and liabilities of PPL's U.K. utility business at March 31, 2021 and December
31, 2020 are included in "Current assets held for sale" and "Current liabilities held for sale" on PPL's Balance Sheets. iThe following major classes of assets and liabilities were reclassified on PPL's Balance Sheet as of March 31, 2021 and December 31, 2020:
Short-term
debt and long-term debt due within one year
$
i812
$
i994
Accounts
payable
i199
i220
Customer
deposits
i240
i217
Accrued
interest
i178
i190
Long-term
debt
i8,297
i7,938
Total
deferred income taxes
i1,123
i1,032
Price
risk management liabilities
i180
i137
Other
deferred credits and liabilities
i347
i295
Total
Liabilities
$
i11,376
$
i11,023
Net
assets (c)
$
i7,049
$
i7,960
(a)Depreciation
of fixed assets ceased upon classification as held for sale.
(b)The change in Goodwill is due to the loss on sale of $i1,647 million and a gain on foreign currency translation of $i118 million.
(c)The
net assets and liabilities held for sale exclude $i3.7 billion of accumulated other comprehensive losses related to the U.K. utility business that are required to be included in the carrying value of the loss on sale calculation presented above. Accumulated other comprehensive losses related to the U.K. utility business will be reported as a component of PPL’s equity until the sale of the U.K. utility business occurs.
Share Purchase Agreement to Acquire The Narragansett Electric Company
On March 17, 2021, PPL and its subsidiary, PPL Energy Holdings, entered into a share purchase agreement (Narragansett SPA) with National Grid USA (National Grid U.S.), a subsidiary of National Grid plc to acquire 100% of the outstanding shares of common stock of The Narragansett Electric Company (Narragansett Electric) for approximately $i3.8 billion
in cash. On May 3, 2021, an Assignment and Assumption Agreement was entered into by PPL, PPL Energy Holdings, PPL Rhode Island Holdings and National Grid U.S. whereby certain interests of PPL Energy Holdings in the Narragansett SPA were assigned to and assumed by PPL Rhode Island Holdings. Pursuant to that Assignment and Assumption Agreement, PPL Rhode Island Holdings became the purchasing entity under the Narragansett SPA. The acquisition is expected to be funded with proceeds from the sale of the U.K. utility business. PPL has agreed to guarantee all obligations of PPL Energy Holdings and PPL Rhode Island Holdings under the Narragansett SPA and the related Assignment and Assumption Agreement.
The closing of the acquisition, which is currently expected to occur by March 2022, is subject to the prior closing of the sale of WPD Investments to National Grid U.K.
and is also subject to the receipt of certain U.S. regulatory approvals, including, among others, clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, receipt of the approvals, authorizations or waivers from the Rhode Island Division of Public Utilities and Carriers, the FERC and the Massachusetts Department of Public Utilities, as well as other customary conditions to closing, including the execution and delivery of certain related transaction documents. PPL Energy Holdings and PPL Rhode Island Holdings and National Grid U.S. have each made customary representations, warranties and covenants in the Narragansett SPA, including, among others, customary indemnification provisions and covenants by National Grid U.S. to conduct the Narragansett Electric business in the ordinary course between the execution of the Narragansett SPA and the closing of the acquisition. The consummation of the transaction is not subject to a financing condition.
In connection with the acquisition, National Grid U.S. and one or more of its subsidiaries and PPL Energy Holdings and/or one or more of its subsidiaries will enter into a transition services agreement, pursuant to which National Grid U.S. and/or one or more of its affiliates will agree to provide certain transition services to Narragansett Electric and its affiliates to facilitate the operation of Narragansett Electric following the consummation of the acquisition and the transition of operations to PPL, as agreed upon in the Narragansett SPA.
i
10.
Defined Benefits
(PPL, LKE and LG&E)
Certain net periodic defined benefit costs are applied to accounts that are further distributed among capital, expense, regulatory assets and regulatory liabilities, including certain costs allocated to applicable subsidiaries for plans sponsored by PPL Services and LKE. iiiFollowing
are the net periodic defined benefit costs (credits) of the plans sponsored by PPL and its subsidiaries, LKE, and LG&E for the periods ended March 31://
Pension
Benefits
Three Months
U.S.
U.K. (a)
2021
2020
2021
2020
PPL
Service
cost
$
i13
$
i13
$
i25
$
i23
Interest
cost
i32
i38
i29
i36
Expected
return on plan assets
(i61)
(i60)
(i177)
(i158)
Amortization
of:
Prior service cost
i2
i2
i—
i—
Actuarial
loss
i25
i20
i54
i54
Net
periodic defined benefit costs (credits)
$
i11
$
i13
$
(i69)
$
(i45)
(a) U.K.
amounts are reflected in discontinued operations. See Note 9 for additional information on the share purchase agreement to sell the U.K. utility business.
(a) As
a result of treatment approved by the KPSC, the difference between actuarial loss calculated in accordance with LKE's accounting policy and actuarial loss calculated using a ii15/-year
amortization period was $i3 million for the three months ended March 31, 2021 and 2020.
.
Other
Postretirement Benefits
Three Months
2021
2020
PPL
Service cost
$
i2
$
i2
Interest
cost
i4
i5
Expected
return on plan assets
(i5)
(i5)
Net
periodic defined benefit costs
$
i1
$
i2
LKE
Service
cost
$
i1
$
i1
Interest
cost
i2
i2
Expected
return on plan assets
(i2)
(i2)
Net
periodic defined benefit costs
$
i1
$
i1
(PPL
Electric, LG&E and KU)
PPL Electric is allocated costs of defined benefit plans sponsored by PPL Services and LG&E and KU are allocated costs of defined benefit plans sponsored by LKE. LG&E and KU are also allocated costs of defined benefit plans from LKS for defined benefit plans sponsored by LKE. See Note 12 for additional information on costs allocated to LG&E and KU from LKS. These allocations are based on participation in those plans, which management believes are reasonable. iiiFor
the periods ended March 31, PPL Services allocated the following net periodic defined benefit costs to PPL Electric, and LKE allocated the following net periodic defined benefit costs to LG&E and KU: //
Three
Months
2021
2020
PPL Electric
$
i—
$
i3
LG&E
i3
i3
KU
i1
i1
(All
Registrants)
The non-service cost components of net periodic defined benefit costs (credits) (interest cost, expected return on plan assets, amortization of prior service cost and amortization of actuarial gain and loss) are presented in "Other Income (Expense) - net" on the Statements of Income. See Note 13 for additional information.
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.
Talen Litigation(PPL)
Background
In September 2013, one of PPL's former subsidiaries, PPL Montana entered into an agreement to sell its hydroelectric generating facilities. In June 2014, PPL and PPL Energy Supply, the parent
company of PPL Montana, entered into various definitive agreements with affiliates of Riverstone to spin off PPL Energy Supply and ultimately combine it with Riverstone's competitive power generation businesses to form a stand-alone company named Talen Energy. In November 2014, after executing the spinoff agreements but prior to the closing of the spinoff transaction, PPL Montana closed the sale of its hydroelectric generating facilities. Subsequently, on June 1, 2015, the spinoff of PPL Energy Supply was completed. Following the spinoff transaction, PPL had no continuing ownership interest in or control of PPL Energy Supply. In connection with the spinoff transaction, PPL Montana became Talen Montana, LLC (Talen Montana), a subsidiary of Talen Energy. Talen Energy Marketing also became a subsidiary of Talen Energy as a result of the June 2015 spinoff of PPL Energy Supply. Talen Energy has owned and operated both Talen
Montana and Talen Energy Marketing since the spinoff. At the time of the spinoff, affiliates of Riverstone acquired a i35% ownership interest in Talen Energy. Riverstone subsequently acquired the remaining interests in Talen Energy in a take private transaction in December 2016.
Talen Montana Retirement Plan and Talen Energy Marketing, LLC, Individually and on Behalf of All Others Similarly Situated v. PPL Corporation et al.
On
October 29, 2018, Talen Montana Retirement Plan and Talen Energy Marketing filed a putative class action complaint on behalf of current and contingent creditors of Talen Montana who allegedly suffered harm or allegedly will suffer reasonably foreseeable harm as a result of a November 2014 distribution of proceeds from the sale of then-PPL Montana's hydroelectric generating facilities. The action was filed in the Sixteenth Judicial District of the State of Montana, Rosebud County, against PPL and certain of its affiliates and current and former officers and directors (Talen Putative Class Action). Plaintiff asserts claims for, among other things, fraudulent transfer, both actual and constructive; recovery against subsequent transferees; civil conspiracy; aiding and abetting tortious conduct; and unjust enrichment.Plaintiff is seeking avoidance of the purportedly fraudulent
transfer, unspecified damages, including punitive damages, the imposition of a constructive trust, and other relief. In December 2018, PPL removed the Talen Putative Class Action from the Sixteenth Judicial District of the State of Montana to the United States District Court for the District of Montana, Billings Division (MT Federal Court). In January 2019, the plaintiff moved to remand the Talen Putative Class Action back to state court, and dismissed without prejudice all current and former PPL Corporation directors from the case. In September 2019, the MT Federal Court granted plaintiff's motion to remand the case back to state court. Although, the PPL defendants petitioned the Ninth Circuit Court of Appeals to grant an appeal of the remand decision, in November 2019, the Ninth Circuit Court of Appeals denied that request and in December 2019, Talen Montana Retirement Plan filed a Second Amended Complaint in the Sixteenth Judicial District of the State of Montana,
Rosebud County, which removed Talen Energy Marketing as a plaintiff. In January 2020, PPL defendants filed a motion to dismiss the Second Amended Complaint or, in the alternative, to stay the proceedings pending the resolution of the below mentioned Delaware Action. The Court held a hearing on June 24, 2020 regarding the motions. On September 11, 2020, the Court granted PPL defendants' alternative Motion for a Stay of the proceedings.
PPL Corporation et al. vs. Riverstone Holdings LLC, Talen Energy Corporation et al.
On November 30, 2018, PPL, certain PPL affiliates, and certain current and former officers and directors (PPL plaintiffs) filed a complaint in the Court of Chancery of the State of Delaware
seeking various forms of relief against Riverstone, Talen Energy and certain of their affiliates (Delaware Action), in response to and as part of the defense strategy for an action filed by Talen Montana, LLC (the Talen Direct Action, since dismissed) and the Talen Putative Class Action described above (together, the Montana Actions) originally filed in Montana state court in October 2018. In the complaint, the PPL plaintiffs ask the Delaware Court of Chancery for declaratory and injunctive relief. This includes a declaratory judgment that, under the separation
agreement governing the spinoff of PPL Energy Supply, all related claims that arise must be heard in Delaware; that the statute of limitations in Delaware and the spinoff agreement bar these claims at this time; that PPL is not liable for the claims in either the Talen Direct Action or the Talen Putative Class Action as PPL Montana was solvent at all relevant times; and that the separation agreement requires that Talen Energy indemnify PPL for all losses arising from the debts of Talen Montana, among other things. PPL's complaint also seeks damages against Riverstone for interfering with the separation agreement and against Riverstone affiliates for breach of the implied covenant of good faith and fair dealing. The complaint was subsequently amended on January 11, 2019 and March 20, 2019, to
include, among other things, claims related to indemnification with respect to the Montana Actions, request a declaration that the Montana Actions are time-barred under the spinoff agreements, and allege additional facts to support the tortious interference claim. In April 2019, the defendants filed motions to dismiss the amended complaint. In July 2019, the Court heard oral arguments from the parties regarding the motions to dismiss, and in October 2019, the Delaware Court of Chancery issued an opinion sustaining all of the PPL plaintiffs' claims except for the claim for breach of implied covenant of good faith and fair dealing. As a result of the dismissal of the Talen Direct Action in December 2019, in January 2020, Talen Energy filed a new motion to dismiss five of the remaining eight claims in the amended complaint. The Court heard oral argument on the motion to dismiss on May 28, 2020, and on June
22, 2020, issued an opinion denying the motion in its entirety. Discovery is proceeding, and a trial has been scheduled for February 2022.
With respect to each of the Talen-related matters described above, PPL believes that the 2014 distribution of proceeds was made in compliance with all applicable laws and that PPL Montana was solvent at all relevant times. Additionally, the agreements entered into in connection with the spinoff, which PPL and affiliates of Talen Energy and Riverstone negotiated and executed prior to the 2014 distribution, directly address the treatment of the proceeds from the sale of PPL Montana's hydroelectric generating facilities; in those agreements, Talen Energy and Riverstone definitively agreed that PPL was entitled to retain the proceeds.
PPL believes that it has meritorious defenses to the claims made in the Talen
Putative Class Action and intends to continue to vigorously defend against this action. The Talen Putative Class Action and the Delaware Action are both in early stages of litigation; at this time, PPL cannot predict the outcome of these matters or estimate the range of possible losses, if any, that PPL might incur as a result of the claims, although they could be material.
(PPL, LKE and LG&E)
Cane Run Environmental Claims
In December 2013, iiisix//
residents, on behalf of themselves and others similarly situated, filed a class action complaint against LG&E and PPL in the U.S. District Court for the Western District of Kentucky (U.S. District Court) alleging violations of the Clean Air Act, RCRA, and common law claims of nuisance, trespass and negligence. In July 2014, the U.S. District Court dismissed the RCRA claims and all but iiione//
Clean Air Act claim, but declined to dismiss the common law tort claims. In February 2017, the U.S. District Court dismissed PPL as a defendant and dismissed the final federal claim against LG&E, and in April 2017, issued an Order declining to exercise supplemental jurisdiction on the state law claims dismissing the case in its entirety. In June 2017, the plaintiffs filed a class action complaint in Jefferson County, Kentucky Circuit Court, against LG&E alleging state law nuisance, negligence and trespass tort claims. The plaintiffs seek compensatory and punitive damages for alleged property damage due to purported plant emissions on behalf of a class of residents within iiione//
to iiithree//
miles of the plant. On January 8, 2020, the Jefferson Circuit Court issued an order denying the plaintiffs’ request for class certification. On January 14, 2020, the plaintiffs filed a notice of appeal in the Kentucky Court of Appeals. On December 11, 2020, the Court of Appeals issued an order affirming the lower court’s denial of class certification. In December 2020, plaintiffs filed a petition for discretionary review with the Kentucky Supreme Court. On April 21, 2021, the Kentucky Supreme Court denied further review of the lower court order. The case will be remanded to the Jefferson Circuit Court for the claims of the three remaining petitioners to be heard on an individual basis. PPL, LKE and LG&E cannot predict the ultimate outcome of the remaining proceedings,
but do not anticipate this matter will have a material impact on operations or financial condition.
(PPL, LKE and KU)
E.W. Brown Environmental Claims
In July 2017, the Kentucky Waterways Alliance and the Sierra Club filed a citizen suit complaint against KU in the U.S. District Court for the Eastern District of Kentucky (U.S. District Court) alleging discharges at the E.W. Brown plant in violation of the Clean Water Act and the plant's water discharge permit and alleging contamination that may present an imminent and substantial endangerment in violation of the RCRA. The plaintiffs' suit relates to prior notices of intent to file a citizen suit submitted in October and November 2015 and October 2016. These plaintiffs sought injunctive
relief ordering KU
to take all actions necessary to comply with the Clean Water Act and RCRA, including ceasing the discharges in question, abating effects associated with prior discharges and eliminating the alleged imminent and substantial endangerment. These plaintiffs also sought assessment of civil penalties and an award of litigation costs and attorney fees. In December 2017, the U.S. District Court issued an Order dismissing the Clean Water Act and RCRA complaints against KU in their entirety. In January 2018, the plaintiffs appealed the dismissal Order to the U.S. Court of Appeals for the Sixth Circuit.
In September 2018, the U.S. Court of Appeals for the Sixth Circuit issued its ruling affirming the lower court's decision to dismiss the Clean Water Act claims but reversing its dismissal of the RCRA claims against KU and remanding the latter to the U.S. District Court. In October 2018, KU filed a petition for rehearing to the U.S. Court of Appeals for the Sixth Circuit regarding the RCRA claims. In November 2018, the U.S. Court of Appeals for the Sixth Circuit denied KU's petition for rehearing regarding the RCRA claims. In January 2019, KU filed an answer to plaintiffs’ complaint in the U.S. District Court. Discovery is complete and the parties' motions for partial summary judgment are pending. In December 2020, the U.S. District Court delayed the trial scheduled for February 2, 2021 indefinitely due to pandemic considerations. PPL, LKE and KU cannot predict the outcome of these matters and an estimate or range of possible
losses cannot be determined.
KU is undertaking extensive remedial measures at the E.W. Brown plant including closure of the former ash pond, implementation of a groundwater remedial action plan and performance of a corrective action plan including aquatic study of adjacent surface waters and risk assessment. The aquatic study and risk assessment are being undertaken pursuant to a 2017 agreed Order with the Kentucky Energy and Environment Cabinet (KEEC). KU conducted sampling of Herrington Lake in 2017 and 2018. In June 2019, KU submitted to the KEEC the required aquatic study and risk assessment, conducted by an independent third-party consultant, finding that discharges from the E.W. Brown plant have not had any significant impact on Herrington Lake and that the water in the lake is safe for recreational use and meets safe drinking water standards. However, until the KEEC assesses the study and issues any
regulatory determinations, PPL, LKE and KU are unable to determine whether additional remedial measures will be required at the E.W. Brown plant.
Air
Sulfuric Acid Mist Emissions (PPL, LKE and LG&E)
In June 2016, the EPA issued a notice of violation under the Clean Air Act alleging that LG&E violated applicable rules relating to sulfuric acid mist emissions at its Mill Creek plant. The notice alleges failure to install proper controls, failure to operate the facility consistent with good air pollution control practice, and causing emissions exceeding applicable requirements or constituting a nuisance or endangerment. LG&E believes it has complied with applicable regulations during the relevant time period. On July
31, 2020, the U.S. Department of Justice and Louisville Metro Air Pollution Control District filed a complaint in the U.S. District Court for the Western District of Kentucky alleging violations specified in the EPA notice of violation and seeking civil penalties and injunctive relief. In October 2020, LG&E filed a motion to dismiss the complaint. In December 2020, the U.S. Department of Justice and the Louisville Metro Air Pollution Control District filed an amended complaint. In February 2021, LG&E filed a renewed motion to dismiss regarding the amended complaint. PPL, LKE and LG&E are unable to predict the outcome of this matter or the potential impact on operations of the Mill Creek plant, including increased capital or operating costs, and potential civil penalties or remedial measures, if any. An estimate or range of possible losses cannot be determined.
Water/Waste
(PPL,
LKE, LG&E and KU)
ELGs
In 2015, the EPA finalized ELGs for wastewater discharge permits for new and existing steam electricity generating facilities. These guidelines require deployment of additional control technologies providing physical, chemical and biological treatment and mandate operational changes including "no discharge" requirements for certain wastewaters. The implementation date for individual generating stations was to be determined by the states on a case-by-case basis according to criteria provided by the EPA. Legal challenges to the final rule were consolidated before the U.S. Court of Appeals for the Fifth Circuit. In April 2017, the EPA announced that it would grant petitions for reconsideration of the rule. In September 2017, the EPA issued a rule to postpone the compliance date for certain requirements. On October
13, 2020, the EPA published final revisions to its best available technology standards for certain wastewaters and potential extensions to compliance dates. The rule is expected to be implemented by the states or applicable permitting authorities in the course of their normal permitting activities. LG&E and KU are currently implementing responsive compliance strategies and schedules. Certain aspects of these compliance plans and estimates relate to developments in state water quality standards, which are separate from the ELG rule or its implementation.
Certain costs are included in the Registrants' capital
plans and expected to be recovered from customers through rate recovery mechanisms, but additional costs and recovery will depend on further regulatory developments at the state level.
CCRs
In 2015, the EPA issued a final rule governing management of CCRs which include fly ash, bottom ash and sulfur dioxide scrubber wastes. The CCR Rule imposes extensive new requirements for certain CCR impoundments and landfills, including public notifications, location restrictions, design and operating standards, groundwater monitoring and corrective action requirements, and closure and post-closure care requirements, and specifies restrictions relating to the beneficial use of CCRs. In July 2018, the EPA issued a final rule extending the deadline for closure of certain impoundments and adopting other substantive changes. In August 2018, the D.C. Circuit Court
of Appeals vacated and remanded portions of the CCR Rule. In December 2019, the EPA addressed the deficiencies identified by the court and proposed amendments to change the closure deadline. In August 2020, the EPA published a final rule extending the deadline to initiate closure to April 11, 2021, while providing for certain extensions. The EPA is conducting ongoing rulemaking actions regarding various other amendments to the rule. Certain ongoing legal challenges to various provisions of the CCR Rule have been held in abeyance pending review by the EPA pursuant to the President's executive order. PPL, LKE, LG&E and KU are unable to predict the outcome of the ongoing litigation and rulemaking or potential impacts on current LG&E and KU compliance plans. The Registrants are currently finalizing closure plans and schedules.
In January 2017, Kentucky
issued a new state rule relating to CCR management, effective May 2017, aimed at reflecting the requirements of the federal CCR rule. As a result of a subsequent legal challenge, in January 2018, the Franklin County, Kentucky Circuit Court issued an opinion invalidating certain procedural elements of the rule. LG&E and KU presently operate their facilities under continuing permits authorized under the former program and do not currently anticipate material impacts as a result of the judicial ruling. The Kentucky Energy and Environmental Cabinet has announced it intends to propose new state rules aimed at addressing procedural deficiencies identified by the court and providing the regulatory framework necessary for operation of the state program in lieu of the federal CCR Rule. Associated costs are expected to be subject to rate recovery.
LG&E and KU received KPSC approval for a compliance plan providing
for the closure of impoundments at the Mill Creek, Trimble County, E.W. Brown, and Ghent stations, and construction of process water management facilities at those plants. In addition to the foregoing measures required for compliance with the federal CCR rule, KU also received KPSC approval for its plans to close impoundments at the retired Green River, Pineville and Tyrone plants to comply with applicable state law. As of April 2021, LG&E and KU have commenced closure of all of the subject impoundments and have completed closure of some of their smaller impoundments. LG&E and KU generally expect to complete impoundment closures within five years of commencement, although a longer period may be required to complete closure of some facilities. Associated costs are expected to be subject to rate recovery.
In connection with the final CCR rule, LG&E and KU recorded adjustments to existing AROs beginning
in 2015 and continue to record adjustments as required. See Note 16 for additional information. Further changes to AROs, current capital plans or operating costs may be required as estimates are refined based on closure developments, groundwater monitoring results, and regulatory or legal proceedings. Costs relating to this rule are subject to rate recovery.
(All Registrants)
Superfund and Other Remediation
PPL Electric, LG&E and KU are potentially responsible for investigating and remediating contamination under the federal Superfund program and similar state programs. Actions are under way at certain sites including former coal gas manufacturing plants in Pennsylvania and Kentucky previously owned or operated by, or currently owned by predecessors
or affiliates of, PPL Electric, LG&E and KU. PPL Electric is potentially responsible for a share of clean-up costs at certain sites including the Columbia Gas Plant site and the Brodhead site. Cleanup actions have been or are being undertaken at these sites as requested by governmental agencies, the costs of which have not been and are not expected to be significant to PPL Electric.
As of March 31, 2021 and December 31, 2020, PPL Electric had a recorded liability of $iiii10///
million representing its best estimate of the probable loss incurred to remediate the sites identified above. Depending on the outcome of investigations at identified sites where investigations have not begun or been completed, or developments at sites for which information is incomplete, additional costs of remediation could be incurred. PPL Electric, LG&E and KU lack sufficient information about such additional sites to estimate any potential liability or range of reasonably possible losses, if any, related to these sites. Such costs, however, are not currently expected to be significant.
The
EPA is evaluating the risks associated with polycyclic aromatic hydrocarbons and naphthalene, chemical by-products of coal gas manufacturing. As a result, individual states may establish stricter standards for water quality and soil cleanup, that could require several PPL subsidiaries to take more extensive assessment and remedial actions at former coal gas manufacturing plants. PPL, PPL Electric, LKE, LG&E and KU cannot estimate a range of possible losses, if any, related to these matters.
Regulatory Issues(All Registrants)
See Note 7 for information on regulatory matters related to utility rate regulation.
Electricity - Reliability Standards
The
NERC is responsible for establishing and enforcing mandatory reliability standards (Reliability Standards) regarding the bulk electric system in North America. The FERC oversees this process and independently enforces the Reliability Standards.
The Reliability Standards have the force and effect of law and apply to certain users of the bulk electric system, including electric utility companies, generators and marketers. Under the Federal Power Act, the FERC may assess civil penalties for certain violations.
PPL Electric, LG&E and KU monitor their compliance with the Reliability Standards and self-report or self-log potential violations of applicable reliability requirements whenever identified, and submit accompanying mitigation plans, as required. The resolution of a small number of potential violations is pending. Penalties incurred to date
have not been significant. Any Regional Reliability Entity determination concerning the resolution of violations of the Reliability Standards remains subject to the approval of the NERC and the FERC.
In the course of implementing their programs to ensure compliance with the Reliability Standards by those PPL affiliates subject to the standards, certain other instances of potential non-compliance may be identified from time to time. The Registrants cannot predict the outcome of these matters, and an estimate or range of possible losses cannot be determined.
Other
Guarantees and Other Assurances
(All Registrants)
In the normal course of business, the Registrants
enter into agreements that provide financial performance assurance to third parties on behalf of certain subsidiaries. Such agreements include, for example, guarantees, stand-by letters of credit issued by financial institutions and surety bonds issued by insurance companies. These agreements are entered into primarily to support or enhance the creditworthiness attributed to a subsidiary on a stand-alone basis or to facilitate the commercial activities in which these subsidiaries engage.
(PPL)
PPL fully and unconditionally guarantees all of the debt securities of PPL Capital Funding.
(All Registrants)
iThe
table below details guarantees provided as of March 31, 2021."Exposure" represents the estimated maximum potential amount of future payments that could be required to be made under the guarantee. The probability of expected payment/performance under each of these guarantees is remote except for "WPD guarantee of pension and other obligations of unconsolidated entities," for which PPL has a total recorded liability of $i4 million at March 31,
2021 and $i5 million at December 31, 2020,which is included in “Current liabilities held for sale” on the Balance Sheets. 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.
WPD
indemnifications for entities in liquidation and sales of assets
$
i11
(a)
2023
WPD guarantee of pension and other obligations of unconsolidated entities
i96
(b)
LKE
Indemnification
of lease termination and other divestitures
$
ii200/
(c)
2021
LG&E
and KU
LG&E and KU obligation of shortfall related to OVEC
(d)
(a)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 itwo
to iseven years subsequent to the date of dissolution of the entities. The exposure noted only includes those cases where the agreements provide for specific limits.
In connection with their sales of various businesses, WPD and its affiliates have provided the purchasers with indemnifications that are standard for such transactions, including indemnifications for certain pre-existing liabilities and environmental and tax matters
or have agreed to continue their obligations under existing third-party guarantees, either for a set period of time following the transactions or upon the condition that the purchasers make reasonable efforts to terminate the guarantees. Additionally, WPD and its affiliates remain secondarily responsible for lease payments under certain leases that they have assigned to third parties.
(b)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, 2021, 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.
(c)LKE provides certain indemnifications covering the due and punctual payment, performance and discharge by each party of its respective obligations. The most comprehensive of these guarantees is the LKE guarantee covering operational, regulatory and environmental commitments and indemnifications made by WKE under a 2009 Transaction Termination Agreement. This guarantee has a term of ii12/
years ending July 2021, and a maximum exposure of $ii200/
million exclusive of certain items such as government fines and penalties that may exceed the maximum. Additionally, LKE has indemnified various third parties related to historical obligations for other divested subsidiaries and affiliates. The indemnifications vary by entity and the maximum exposures range from being capped at the sale price to no specified maximum. LKE could be required to perform on these indemnifications in the event of covered losses or liabilities being claimed by an indemnified party. LKE cannot predict the ultimate outcomes of the various indemnification scenarios, but does not expect such outcomes to result in significant losses above the amounts recorded.
(d)Pursuant to the OVEC power purchase contract, LG&E and KU are obligated to pay for their share of OVEC's excess debt service, post-retirement and decommissioning costs, as well as any shortfall from amounts included
within a demand charge designed and expected to cover these costs over the term of the contract. LKE's proportionate share of OVEC's outstanding debt was $ii103/
million at March 31, 2021, consisting of LG&E's share of $i71 million and KU's share of $i32
million. iiiiThe
maximum exposure and the expiration date of these potential obligations are not presently determinable//./ See "Energy Purchase Commitments" in Note 11 in PPL's, LKE's, LG&E's and KU's 2020 Form 10-K for additional information on the OVEC power purchase contract.
In March 2018, a sponsor with a 4.85% pro-rata share of OVEC obligations filed for bankruptcy under Chapter 11 and, in August 2018, received a rejection order for the OVEC
power purchase contract in the bankruptcy proceeding. OVEC and other entities challenged the contract rejection, the bankruptcy plan confirmation and regulatory aspects of the plan in various forums. In May 2020, OVEC and the relevant sponsor announced a settlement resolving all disputed matters in the bankruptcy and other proceedings, including providing that the sponsor will withdraw its request to reject the power purchase agreement. The settlement was implemented in July 2020.
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 $i225 million. This insurance may be applicable to obligations under certain of these contractual arrangements.
Risks
and Uncertainties(All Registrants)
The COVID-19 pandemic has disrupted the U.S. and global economies and continues to present extraordinary challenges to businesses, communities, workforces and markets. In the U.S. and throughout the world, governmental authorities have taken urgent and extensive actions to contain the spread of the virus and mitigate known or foreseeable impacts. In the Registrants’ service territories, mitigation measures have included quarantines, stay-at-home orders, travel restrictions, reduced operations or closures of businesses, schools and governmental agencies, and legislative or regulatory actions to address health or other pandemic-related concerns, all of which have the potential to adversely impact the Registrants' business and operations, especially if these measures remain in effect for a prolonged period
of time.
To date, there has been no material impact on the Registrants’ operations, financial condition, liquidity or on their supply chain as a result of COVID-19; however, the duration and severity of the outbreak and its ultimate effects on the global economy, the financial markets, or the Registrants’ workforce, customers and suppliers are uncertain. A protracted slowdown of broad sectors of the economy, prolonged or pervasive restrictions on businesses and their workforces, or significant changes in legislation or regulatory policy to address the COVID-19 pandemic all present significant
risks to the Registrants. These or other unpredictable events resulting from the pandemic could further reduce customer demand for electricity and gas, impact the Registrants’ employees and supply chains, result in an increase in certain costs, delay payments or increase bad debts, or result in changes in the fair value of their assets and liabilities, which could materially and adversely affect the Registrants’ business, results of operations, financial condition or liquidity.
iiii
12.
Related Party Transactions
Support Costs(PPL Electric, LKE, LG&E and KU)
PPL Services, PPL EU Services and LKS provide PPL, PPL Electric and LKE, their respective subsidiaries, including LG&E and KU, and each other with administrative, management and support services. For all services companies, the costs of directly assignable and attributable services are charged to the respective recipients as direct support costs. General costs that cannot be directly attributed to a specific entity are allocated and charged to the respective recipients as indirect support costs. PPL Services and PPL EU Services use a three-factor methodology that includes the applicable recipients' invested capital, operation and maintenance expenses and number of employees to allocate indirect costs. PPL Services may
also use a ratio of overall direct and indirect costs or a weighted average cost ratio. LKS bases its indirect allocations on the subsidiaries' number of employees, total assets, revenues, number of customers and/or other statistical information. iiiiPPL
Services, PPL EU Services and LKS charged the following amounts for the periods ended March 31, including amounts applied to accounts that are further distributed between capital and expense on the books of the recipients, based on methods that are believed to be reasonable.///
Three
Months
2021
2020
PPL Electric from PPL Services
$
i10
$
i10
LKE
from PPL Services
i6
i6
PPL
Electric from PPL EU Services
i50
i41
LG&E
from LKS
i42
i38
KU
from LKS
i44
i41
In
addition to the charges for services noted above, LKS makes payments on behalf of LG&E and KU for fuel purchases and other costs for products or services provided by third parties. LG&E and KU also provide services to each other and to LKS. Billings between LG&E and KU relate to labor and overheads associated with union and hourly employees performing work for the other company, charges related to jointly-owned generating units and other miscellaneous charges. Tax settlements between LKE and LG&E and KU are reimbursed through LKS.
Intercompany Borrowings
(PPL Electric)
PPL Energy Funding maintains a $i650
million revolving line of credit with a PPL Electric subsidiary. iiNo/
balance was outstanding at March 31, 2021 and December 31, 2020. The interest rates on borrowings are equal to one-month LIBOR plus a spread. Interest income is reflected in "Interest Income from Affiliate" on the Income Statements.
(LKE)
LKE maintains a $i375 million revolving line of credit with a
PPL Energy Funding subsidiary whereby LKE can borrow funds on a short-term basis at market-based rates. The interest rates on borrowings are equal to one-month LIBOR plus a spread. At March 31, 2021 and December 31, 2020, $i227 million and $i251
million were outstanding and reflected in "Notes payable with affiliates" on the Balance Sheets. The interest rates on the outstanding borrowings at March 31, 2021 and December 31, 2020 were i1.62% and i1.65%.
Interest expense on the revolving line of credit was not significant for the three months ended March 31, 2021 and 2020.
LKE maintains an agreement with a PPL affiliate that has a $i300 million borrowing limit whereby LKE can loan funds on a short-term basis at market-based rates. iiNo/
balance was outstanding at March 31, 2021 and December 31, 2020. The interest rate on the loan is based on the PPL affiliate's credit rating and equal to one-month LIBOR plus a spread.
LKE maintains ten-year notes with a combined value of $i1.2 billion with a PPL affiliate with a weighted-average interest rate of ii3.89/%
and maturities ranging from 2026 to 2030. At March 31, 2021 and December 31, 2020, the notes were reflected in "Long-term debt to affiliate" on the Balance Sheets. The total interest expense on the 10-year notes was $i12 million and $i7
million for the three months ended March 31, 2021 and 2020.
(LG&E and KU)
LG&E participates in an intercompany money pool agreement whereby LKE and/or KU make available to LG&E funds up to the difference between LG&E's FERC borrowing limit and LG&E's commercial paper capacity limit at an interest rate based on the lower of a market index of commercial paper issues and two additional rate options based on LIBOR. LG&E's money pool borrowing limit is $i325 million.
iiNo/
balances were outstanding at March 31, 2021 and December 31, 2020.
KU participates in an intercompany money pool agreement whereby LKE and/or LG&E make available to KU funds up to the difference between KU's FERC borrowing limit and KU's commercial paper capacity limit at an interest rate based on the lower of a market index of commercial paper issues and two additional rate options based on LIBOR. KU's money pool borrowing limit is $i300 million.
iiNo/
balances were outstanding at March 31, 2021 and December 31, 2020.
VEBA Funds Receivable (PPL Electric)
In May 2018, PPL received a favorable private letter ruling from the IRS permitting a transfer of excess funds from the PPL Bargaining Unit Retiree Health Plan VEBA to a new subaccount within the VEBA, to be used to pay medical claims of active bargaining unit employees. Based on PPL Electric's participation in PPL’s Other Postretirement Benefit plan, PPL Electric was allocated a portion of the excess funds from PPL Services. These funds have been recorded as an intercompany receivable on PPL Electric's Balance Sheets. The receivable balance decreases as PPL Electric pays incurred medical claims and is reimbursed by PPL
Services. The intercompany receivable balance associated with these funds was $i20 million as of March 31, 2021, of which $i10 million was reflected in "Accounts receivable from affiliates"
and $i10 million was reflected in "Other noncurrent assets" on the PPL Electric Balance Sheet. The intercompany receivable balance associated with these funds was $i22 million as of December 31,
2020, of which $i10 million was reflected in "Accounts receivable from affiliates" and $i12 million was reflected in "Other noncurrent assets" on the PPL Electric Balance Sheet.
Other(PPL Electric, LG&E and KU)
See Note 10 for discussions regarding intercompany allocations associated with defined benefits.
i
13. Other Income (Expense) - net
(PPL)
i
The
details of "Other Income (Expense) - net" for the periods ended March 31, were:
Three Months
2021
2020
Other
Income
Defined
benefit plans - non-service credits (Note 10)
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). A market approach
(generally, data from market transactions), an income approach (generally, present value techniques and option-pricing models) and/or a cost approach (generally, replacement cost) are used to measure the fair value of an asset or liability, as appropriate. These valuation approaches incorporate inputs such as observable, independent market data and/or unobservable data that management believes are predicated on the assumptions market participants would use to price an asset or liability. These inputs may incorporate, as applicable, certain risks such as nonperformance risk, which includes credit risk. The fair value of a group of financial assets and liabilities is measured on a net basis. See Note 1 in each Registrant's 2020 Form 10-K for information on the levels in the fair value hierarchy.
Recurring Fair Value Measurements
i
The
assets and liabilities measured at fair value were:
(a)Included
in "Other current assets" on the Balance Sheets.
(b)In accordance with accounting guidance, certain investments that are measured at fair value using net asset value per share (NAV), or its equivalent, have not been classified in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Balance Sheets.
(c)Current portion is included in "Other current liabilities" and noncurrent portion is included in "Other deferred credits and noncurrent liabilities" on the Balance Sheets.
Special Use Funds
(PPL)
The special use funds
are investments restricted for paying active union employee medical costs. In May 2018, PPL received a favorable private letter ruling from the IRS permitting a transfer of excess funds from the PPL Bargaining Unit Retiree Health Plan VEBA to a new subaccount within the VEBA to be used to pay medical claims of active bargaining unit employees. The funds are invested primarily in commingled debt and equity funds measured at NAV and are classified as investments in equity securities. Changes in fair value of the funds are recorded to the Statements of Income.
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.
Nonrecurring Fair Value Measurements (PPL)
See Note 9 for information regarding the estimated fair value of the U.K. utility business which is classified as held for sale as of March 31, 2021.
Financial Instruments Not Recorded at Fair Value(All Registrants)
iThe
carrying amounts of long-term debt on the Balance Sheets and their estimated fair values are set forth below. Long-term debt is classified as Level 2. The effect of third-party credit enhancements is not included in the fair value measurement.
The carrying amounts of other current financial instruments (except for long-term debt due within one year) approximate their fair values because of their short-term nature.
i
15. Derivative Instruments and Hedging Activities
Risk
Management Objectives
(All Registrants)
PPL has a risk management policy approved by the Board of Directors to manage market risk associated with commodities, interest rates on debt issuances and foreign exchange (including price, liquidity and volumetric risk) and credit risk (including non-performance risk and payment default risk). The Risk Management Committee, comprised of senior management and chaired by the Senior Director-Risk Management, oversees the risk management function. Key risk control activities designed to ensure compliance with the risk policy and detailed programs include, but are not limited to, credit review and approval, validation of transactions, verification of risk and transaction limits, value-at-risk analyses (VaR, a statistical model that attempts to estimate the value of potential loss over a given holding
period under normal market conditions at a given confidence level) and the coordination and reporting of the Enterprise Risk Management program.
Market Risk
Market risk includes the potential loss that may be incurred as a result of price changes associated with a particular financial or commodity instrument as well as market liquidity and volumetric risks. Forward contracts, futures contracts, options, swaps and structured transactions are utilized as part of risk management strategies to minimize unanticipated fluctuations in earnings caused by changes in commodity prices, interest rates and foreign currency exchange rates. Many of these contracts meet the definition of a derivative. All derivatives are recognized on the Balance Sheets at their fair value, unless NPNS is elected.
The
following summarizes the market risks that affect PPL and its subsidiaries.
Interest Rate Risk
•PPL and its subsidiaries are exposed to interest rate risk associated with forecasted fixed-rate and existing floating-rate debt issuances. PPL and WPD hold over-the-counter cross currency swaps to limit exposure to market fluctuations on interest and principal payments from changes in foreign currency exchange rates and interest rates. PPL, LKE and LG&E utilize over-the-counter interest rate swaps to limit exposure to market fluctuations on floating-rate debt. PPL, LKE, LG&E and KU utilize forward starting interest rate swaps to hedge changes in benchmark interest rates, when appropriate, in connection with future debt issuances.
•PPL
and its subsidiaries are exposed to interest rate risk associated with debt securities and derivatives held by defined benefit plans. This risk is significantly mitigated to the extent that the plans are sponsored at, or sponsored on behalf of, the regulated domestic utilities and for certain plans at WPD due to the recovery methods in place.
Foreign Currency Risk (PPL)
•PPL is exposed to foreign currency exchange risk primarily associated with its investments in and earnings of U.K. affiliates.
PPL is exposed to commodity price risk through its domestic subsidiaries as described below.
•PPL Electric is required to purchase electricity to fulfill its obligation as a PLR. Potential commodity price risk is insignificant and mitigated through its PUC-approved cost recovery mechanism and full-requirement supply agreements to serve its PLR customers which transfer the risk to energy suppliers.
•LG&E's and KU's rates include certain mechanisms for fuel, fuel-related expenses and energy purchases. In addition, LG&E's rates include
a mechanism for natural gas supply expenses. These mechanisms generally provide for timely recovery of market price fluctuations associated with these expenses.
Volumetric Risk
Volumetric risk is the risk related to the changes in volume of retail sales due to weather, economic conditions or other factors. PPL is exposed to volumetric risk through its subsidiaries as described below.
•WPD is exposed to volumetric risk which is significantly mitigated as a result of the method of regulation in the U.K. Under the RIIO-ED1 price control regulations, recovery of such exposure occurs on a two year lag. See Note 1 in PPL's 2020 Form 10-K for additional information on revenue recognition under RIIO-ED1.
•PPL
Electric, LG&E and KU are exposed to volumetric risk on retail sales, mainly due to weather and other economic conditions for which there is limited mitigation between rate cases.
Equity Securities Price Risk
•PPL and its subsidiaries are exposed to equity securities price risk associated with the fair value of the defined benefit plans' assets. This risk is significantly mitigated at the regulated domestic utilities and for certain plans at WPD due to the recovery methods in place.
•PPL is exposed to equity securities price risk from future stock sales and/or purchases.
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 derivatives with financial institutions, as well as additional credit risk through certain of its subsidiaries, as discussed below.
In the event a supplier of PPL Electric, LG&E or KU defaults on its obligation, those Registrants would be required to seek replacement power or replacement fuel in the market. In general, subject to regulatory review or other processes, appropriate incremental costs incurred by these entities would be recoverable from customers through applicable rate mechanisms, thereby mitigating the financial risk for these entities.
PPL and its subsidiaries have credit policies in place to manage
credit risk, including the use of an established credit approval process, daily monitoring of counterparty positions and the use of master netting agreements or provisions. These agreements generally include credit mitigation provisions, such as margin, prepayment or collateral requirements. PPL and its subsidiaries may request additional credit assurance, in certain circumstances, in the event that the counterparties' credit ratings fall below investment grade, their tangible net worth falls below specified percentages or their exposures exceed an established credit limit.
Master Netting Arrangements (PPL, LKE, LG&E and KU)
iNet
derivative positions on the balance sheets are not offset against the right to reclaim cash collateral (a receivable) or the obligation to return cash collateral (a payable) under master netting arrangements.
PPL had no obligation and an immaterial obligation to return cash collateral under master netting arrangements at March 31, 2021 and December 31, 2020.
PPL had a $i22
million obligation and ino obligation to post cash collateral under master netting arrangements at March 31, 2021 and December 31, 2020.
LKE, LG&E and KU had iiiiiino/////
obligation to return cash collateral under master netting arrangements at March 31, 2021 and December 31, 2020.
LKE, LG&E and KU had iiiiiino/////
obligation to post cash collateral under master netting arrangements at March 31, 2021.and December 31, 2020.
See "Offsetting Derivative Instruments" below for a summary of derivative positions presented in the balance sheets where a right of setoff exists under these arrangements.
Interest Rate Risk
(All Registrants)
PPL and its subsidiaries issue debt to finance their operations, which exposes them to interest rate risk. A variety of financial derivative instruments are utilized to adjust the mix of fixed and floating interest rates in their debt portfolios, adjust the duration of the debt portfolios
and lock in benchmark interest rates in anticipation of future financing, when appropriate. Risk limits under PPL's risk management program are designed to balance risk exposure to volatility in interest expense and changes in the fair value of the debt portfolio due to changes in benchmark interest rates. In addition, the interest rate risk of certain subsidiaries is potentially mitigated as a result of the existing regulatory framework or the timing of rate cases.
Cash Flow Hedges(PPL)
Interest rate risks include exposure to adverse interest rate movements for outstanding variable rate debt and for future anticipated financings. Financial interest rate swap contracts that qualify as cash flow hedges may be entered into to hedge floating interest rate risk associated with both existing and
anticipated debt issuances. PPL had no such contracts at March 31, 2021.
At March 31, 2021, PPL held an aggregate notional value in cross-currency interest rate swap contracts of $i202 million that mature in 2028 to hedge the interest payments and principal of WPD's U.S. dollar-denominated senior notes. In March 2021, $i500 million
of WPD's U.S. dollar-denominated senior notes were repaid prior to maturity and $i500 million notional value of cross-currency interest rate swap contracts matured.
Cash flow hedges are discontinued if it is no longer probable that the original forecasted transaction will occur by the end of the originally specified time period and any amounts previously recorded in AOCI are reclassified into earnings once it is determined that the hedged transaction is not probable of occurring.
For
the three months ended March 31, 2021 and 2020, PPL had iino/
cash flow hedges reclassified into earnings associated with discontinued cash flow hedges.
At March 31, 2021, the amount of accumulated net unrecognized after-tax gains (losses) on qualifying derivatives expected to be reclassified into earnings during the next 12 months is insignificant. Amounts are reclassified as the hedged interest expense is recorded.
Economic Activity(PPL, LKE and LG&E)
LG&E enters into interest rate swap contracts that economically hedge interest payments. Because realized gains and losses from the swaps, including terminated swap contracts, are recoverable through regulated rates, any subsequent changes in fair value of these derivatives
are included in regulatory assets or liabilities until they are realized as interest expense. Realized gains and losses are recognized in "Interest Expense" on the Statements of Income at the time the underlying hedged interest expense is recorded. At March 31, 2021, LG&E held contracts with a notional amount of $iii64// million
that mature in 2033.
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, including the anticipated sale of its U.K. utility business and net investments. In addition, PPL enters into financial instruments to protect
against foreign currency translation risk of expected GBP earnings.
Net Investment Hedges
PPL enters into foreign currency contracts on behalf of a subsidiary to protect the value of a portion of its net investment in WPD. There were no contracts outstanding at March 31, 2021.
At March 31, 2021 and December 31, 2020, PPL had $ii33/ million
of accumulated net investment hedge after tax gains (losses) that were included in the foreign currency translation adjustment component of AOCI.
Economic Activity
PPL enters into foreign currency contracts on behalf of a subsidiary to economically hedge GBP-denominated anticipated earnings and anticipated transactions, including the anticipated sale of its U.K. utility business. At March 31, 2021, the total exposure hedged by PPL was approximately £i7.5
billion.
Accounting and Reporting
(All Registrants)
All derivative instruments are recorded at fair value on the Balance Sheet as an asset or liability unless NPNS is elected. NPNS contracts include certain full requirement purchase contracts and other physical purchase contracts. Changes in the fair value of derivatives not designated as NPNS are recognized in earnings unless specific hedge accounting criteria are met and designated as such, except for the changes in fair values of LG&E's interest rate swaps that are recognized as regulatory assets or regulatory liabilities. See Note 7 for amounts recorded in regulatory assets and regulatory liabilities at March 31, 2021 and December 31,
2020.
See Note 1 in each Registrant's 2020 Form 10-K for additional information on accounting policies related to derivative instruments.
(PPL)
iThe following table presents the fair value and location of derivative instruments recorded on the Balance Sheets.
(a)Current
portion is included in "Price risk management assets" and "Other current liabilities" and noncurrent portion is included in "Price risk management assets" and "Other deferred credits and noncurrent liabilities" on the Balance Sheets.
(b)Excludes accrued interest, if applicable.
(c)Included in "Current assets held for sale" and "Current liabilities held for sale" on the Balance Sheets.
i
The
following tables present the pre-tax effect of derivative instruments recognized in income, OCI or regulatory assets and regulatory liabilities for the period ended March 31, 2021.
Three
Months
Three Months
Derivative Relationships
Derivative Gain (Loss) Recognized in OCI
Location of Gain (Loss) Recognized in Income on Derivative
Gain (Loss) Reclassified from AOCI into Income
Cash Flow Hedges:
Interest
rate swaps
$
i—
Interest expense
$
(i1)
Income
(Loss) from Discontinued Operations (net of taxes)
(i1)
Cross-currency swaps
(i46)
Income
(Loss) from Discontinued Operations (net of taxes)
(i37)
Total
$
(i46)
$
(i39)
Derivatives
Not Designated as Hedging Instruments
Location of Gain (Loss) Recognized in Income on Derivative
Three Months
Foreign currency contracts
Income (Loss) from Discontinued Operations (net of taxes)
$
(i25)
Interest
rate swaps
Interest expense
(i1)
Total
$
(i26)
Derivatives
Not Designated as Hedging Instruments
Location of Gain (Loss) Recognized as Regulatory Liabilities/Assets
Three Months
Interest rate swaps
Regulatory assets - noncurrent
$
i6
The
following tables present the pre-tax effect of derivative instruments recognized in income, OCI or regulatory assets and regulatory liabilities for the period ended March 31, 2020.
The
following tables present the pre-tax effect of derivatives not designated as cash flow hedges that are recognized in income or regulatory assets for the period ended March 31, 2021.
Location of Gain (Loss) Recognized in
Derivative
Instruments
Income on Derivatives
Three Months
Interest rate swaps
Interest expense
$
(ii1/)
Location
of Gain (Loss) Recognized in
Derivative Instruments
Regulatory Assets
Three Months
Interest rate swaps
Regulatory assets - noncurrent
$
ii6/
The
following tables present the pre-tax effect of derivatives not designated as cash flow hedges that are recognized in income or regulatory assets for the period ended March 31, 2020.
Location of Gain (Loss) Recognized in
Derivative
Instruments
Income on Derivatives
Three Months
Interest rate swaps
Interest expense
$
(ii1/)
Location
of Gain (Loss) Recognized in
Derivative Instruments
Regulatory Assets
Three Months
Interest rate swaps
Regulatory assets - noncurrent
$
(ii8/)
//
(PPL, LKE, LG&E and KU)
Offsetting Derivative Instruments
PPL, LKE, LG&E and KU or certain of their subsidiaries have master netting arrangements in place and also enter into agreements pursuant to which they purchase or sell certain energy and other products. Under the agreements, upon termination of the agreement as a result of a default or other termination event, the non-defaulting party typically would have a right to set off amounts owed under the agreement against any other obligations arising between the two parties (whether under the agreement or not), whether matured or contingent and irrespective of the currency, place of payment or place of booking of the obligation.
PPL, LKE, LG&E and KU have elected not
to offset derivative assets and liabilities and not to offset net derivative positions against the right to reclaim cash collateral pledged (an asset) or the obligation to return cash collateral received (a liability) under derivatives agreements. iiiThe
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.//
Certain derivative contracts contain credit risk-related contingent features which, when in a net liability position, would permit the counterparties to require the transfer of additional collateral upon a decrease in the credit ratings of PPL, LKE, LG&E and KU or certain of their subsidiaries. Most of these features would require the transfer of additional collateral or permit the counterparty to terminate the contract if the applicable credit rating were to fall below investment grade. Some of these features also would allow the counterparty to require additional collateral upon each downgrade in credit rating at levels that remain above investment grade. In either case, if the applicable credit rating were to fall below investment grade, and assuming no assignment to an investment grade affiliate were allowed, most of these credit contingent features require either
immediate payment of the net liability as a termination payment or immediate and ongoing full collateralization on derivative instruments in net liability positions.
Additionally, certain derivative contracts contain credit risk-related contingent features that require adequate assurance of performance be provided if the other party has reasonable concerns regarding the performance of PPL's, LKE's, LG&E's and KU's obligations under the contracts. A counterparty demanding adequate assurance could require a transfer of additional collateral or other security, including letters of credit, cash and guarantees from a creditworthy entity. This would typically involve negotiations among the parties. However, amounts disclosed below represent assumed immediate payment or immediate and ongoing full collateralization for derivative instruments in net liability positions with "adequate assurance" features.
(PPL)
iii
At
March 31, 2021, 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
Aggregate fair value of derivative instruments in a net liability position with credit risk-related
contingent features
$
i161
Aggregate fair value of collateral posted on these derivative instruments
i22
Aggregate
fair value of additional collateral requirements in the event of a credit downgrade below investment grade (a)
i139
(a)Includes the effect of net receivables and payables already recorded on the Balance Sheet.
PPL's, LKE's, LG&E's and KU's ARO liabilities are primarily related to CCR closure costs. See Note 11 for information on the CCR rule. LG&E also has AROs related to natural gas mains and wells. LG&E's and KU's transmission and distribution lines largely operate under perpetual property easement agreements, which do not generally require restoration upon removal of the property. Therefore, no material AROs are recorded for transmission and distribution assets. For LKE, LG&E and KU, all ARO accretion and depreciation expenses are reclassified as a regulatory asset. ARO regulatory assets associated with certain CCR projects are amortized to expense in accordance with regulatory approvals. For other AROs, at the time of retirement, the related ARO regulatory asset is offset against
the associated cost of removal regulatory liability, PP&E and ARO liability.
iiii
The
changes in the carrying amounts of AROs were as follows.
(a) Amounts
relate to operations of the U.K. utility business.
(b) Substantially all of the amounts relate to pension plans of the U.K. utility business. At March 31, 2021, the combined accumulated other comprehensive loss related to these plans was $i2.8 billion.
Item 2. Combined Management's Discussion and Analysis of Financial Condition and
Results
of Operations
(All Registrants)
This "Item 2. Combined Management's Discussion and Analysis of Financial Condition and Results of Operations" is separately filed by PPL, PPL Electric, LKE, LG&E and KU. Information contained herein relating to any individual Registrant is filed by such Registrant solely on its own behalf, and no Registrant makes any representation as to information relating to any other Registrant. The specific Registrant to which disclosures are applicable is identified in parenthetical headings in italics above the applicable disclosure or within the applicable disclosure for each Registrant's related activities and disclosures. Within combined disclosures, amounts are disclosed for individual Registrants when significant.
The
following should be read in conjunction with the Registrants' Condensed Consolidated Financial Statements and the accompanying Notes and with the Registrants' 2020 Form 10-K. Capitalized terms and abbreviations are defined in the glossary. Dollars are in millions, except per share data, unless otherwise noted.
"Management's Discussion and Analysis of Financial Condition and Results of Operations" includes the following information:
•"Overview" provides a description of each Registrant's business strategy and a discussion of important financial and operational developments.
•"Results of Operations" for all Registrants includes a "Statement of Income Analysis," which
discusses significant changes in principal line items on the Statements of Income, comparing the three months ended March 31, 2021 with the same period in 2020. The PPL "Results of Operations" also includes "Segment Earnings" and "Adjusted Gross Margins," which provide a detailed analysis of earnings by reportable segment. These discussions include non-GAAP financial measures, including "Earnings from Ongoing Operations" and "Adjusted Gross Margins" and provide explanations of the non-GAAP financial measures and a reconciliation of the non-GAAP financial measures to the most comparable GAAP measure.
•"Financial Condition - Liquidity and Capital Resources" provides an analysis of the Registrants' liquidity positions and credit profiles. This section also includes a discussion of rating
agency actions.
•"Financial Condition - Risk Management" provides an explanation of the Registrants' risk management programs relating to market and credit risk.
•"Application of Critical Accounting Policies" provides an update to PPL's critical accounting policy related to "Income Taxes."
Overview
Introduction
(PPL)
PPL,
headquartered in Allentown, Pennsylvania, is a utility holding company. PPL, through its regulated utility subsidiaries, delivers electricity to customers in the U.K., Pennsylvania, Kentucky and Virginia; delivers natural gas to customers in Kentucky; and generates electricity from power plants in Kentucky. On March 17, 2021, PPL WPD Limited entered into a share purchase agreement to sell PPL's U.K. utility business, which substantially represents PPL's U.K. Regulated segment. As a result of this strategic shift in the operations of the business, PPL will no longer provide segment information for the U.K. Regulated segment. See "Financial and Operational Developments - "Share Purchase Agreement to Sell U.K. Utility Business" below for additional information.
PPL's principal subsidiaries are shown below (* denotes a Registrant).
Engages in the regulated transmission and distribution of electricity in Pennsylvania
LKE*
PPL Capital Funding
Provides financing for the operations of PPL and certain subsidiaries
LG&E*
Engages
in the regulated generation, transmission, distribution and sale of electricity and regulated distribution and sale of natural gas in Kentucky
KU*
Engages in the regulated generation, transmission, distribution and sale of electricity, primarily in Kentucky
Pennsylvania Regulated
Segment
Kentucky Regulated Segment
PPL's reportable segments' results primarily represent the results of LKE and PPL Electric, except that in 2020 the reportable segments were also allocated certain corporate level financing and other costs that were not included in the results of LKE and PPL Electric. In 2021, corporate level financing costs are no longer being allocated to the reportable segments.
In addition to PPL, the other Registrants included
in this filing are as follows.
(PPL Electric)
PPL Electric, headquartered in Allentown, Pennsylvania, is a wholly owned subsidiary of PPL and a regulated public utility that is an electricity transmission and distribution service provider in eastern and central Pennsylvania. PPL Electric is subject to regulation as a public utility by the PUC, and certain of its transmission activities are subject to the jurisdiction of the FERC under the Federal Power Act. PPL Electric delivers electricity in its Pennsylvania service area and provides electricity supply to retail customers in that area as a PLR under the Customer Choice Act.
(LKE)
LKE, 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 transmission, distribution and sale of natural gas in Kentucky. LG&E and KU maintain separate corporate identities and serve customers in Kentucky under their respective names. KU also serves customers in Virginia under the Old Dominion Power name.
(LG&E)
LG&E, headquartered in Louisville, Kentucky, is a wholly owned subsidiary of LKE and a regulated utility engaged in the generation, transmission, distribution and sale of electricity and distribution and sale of natural gas in Kentucky. LG&E is subject to regulation as a public utility
by the KPSC, and certain of its transmission activities are subject to the jurisdiction of the FERC under the Federal Power Act.
(KU)
KU, headquartered in Lexington, Kentucky, is a wholly owned subsidiary of LKE and a regulated utility engaged in the generation, transmission, distribution and sale of electricity in Kentucky and Virginia. KU is subject to regulation as a public utility by the KPSC and the VSCC, and certain of its transmission and wholesale power activities are subject to the jurisdiction
of
the FERC under the Federal Power Act. KU serves its Kentucky customers under the KU name and its Virginia customers under the Old Dominion Power name.
Business Strategy
(All Registrants)
PPL's strategy, which is supported by the other Registrants, is to achieve industry-leading performance in safety, reliability, customer satisfaction and operational efficiency; to advance a clean energy transition while maintaining affordability and reliability; to maintain a strong financial foundation and create long-term value for our shareowners; to foster a diverse and exceptional workplace; and to build strong communities in areas that we serve.
Central
to PPL's strategy is recovering capital project costs efficiently through various rate-making mechanisms, including periodic base rate case proceedings using forward test years, annual FERC formula rate mechanisms and other regulatory agency-approved recovery mechanisms designed to limit regulatory lag. In Kentucky, the KPSC has adopted a series of regulatory mechanisms (ECR, DSM, GLT, fuel adjustment clause, and gas supply clause) and recovery on construction work-in-progress that reduce regulatory lag and provide timely recovery of and return on, as appropriate, prudently incurred costs. In Pennsylvania, the FERC transmission formula rate, DSIC mechanism, Smart Meter Rider and other recovery mechanisms operate to reduce regulatory lag and provide for timely recovery of and a return on, as appropriate, prudently incurred costs.
In March 2021, PPL entered into definitive agreements that strategically reposition
the company as a U.S.-based energy company focused on building the utilities of the future. PPL WPD Limited entered into a share purchase agreement to sell PPL's U.K. utility business to a subsidiary of National Grid plc. PPL and its subsidiary, PPL Energy Holdings also entered into a separate share purchase agreement to acquire The Narragansett Electric Company from a different subsidiary of National Grid plc, to be financed with a portion of the proceeds from the sale of the U.K. utility business. On May 3, 2021, an Assignment and Assumption Agreement was entered into by PPL, PPL Energy Holdings, PPL Rhode Island Holdings and National Grid U.S. whereby certain interests of PPL Energy Holdings in the Narragansett SPA were assigned to and assumed by PPL Rhode Island Holdings. The announced transactions are intended to strengthen PPL’s credit metrics, enhance long-term earnings growth and predictability, and provide the
company with greater financial flexibility to invest in sustainable energy solutions. See Note 9 to the Financial Statements, and the discussions in "Financial and Operating Developments" below, for additional information on these transactions.
Financial and Operational Developments
(PPL)
Share Purchase Agreement to Sell U.K. Utility Business
On March 17, 2021, PPL WPD Limited (WPD Limited) entered into
a share purchase agreement (WPD SPA) to sell PPL's U.K. utility business to National Grid Holdings One plc (National Grid U.K.), a subsidiary of National Grid plc. Pursuant to the WPD SPA, National Grid U.K. will acquire 100% of the issued share capital of PPL WPD Investments Limited (WPD Investments) for £7.8 billion in cash. WPD Limited will also receive an additional amount of £548,000 for each day during the period from January 1, 2021 to the closing date if the dividends usually declared by WPD Investments to WPD Limited are not paid for that period.
The completion of the transaction, which is currently expected to occur by the end of July 2021, is subject to approval by National Grid plc's shareholders and receipt of regulatory approvals from the Financial Conduct Authority (the FCA), the Guernsey Financial Services Commission and, if applicable at the
time of closing, from the U.K. Secretary of State in connection with the National Security and Investment Bill 2020. On April 22, 2021, National Grid plc’s shareholders approved the transaction pursuant to the listing rules of the FCA. On May 4, 2021, the Guernsey Financial Services Commission approved the transaction. The approval of the FCA is the sole remaining approval before the transaction can be consummated. The consummation of the transaction is not subject to a financing condition.
In connection with entering into the WPD SPA, the U.K. utility business has met the accounting criteria to be classified as assets and liabilities held for sale and discontinued operations beginning with the first quarter of 2021. Accordingly, PPL’s investment in the U.K. utility business has been reported at its estimated
fair value, less costs to sell, resulting in an estimated pre-tax loss on sale of $1.6 billion as of March 31, 2021.
See Note 9 to the Financial Statements for additional information on the WPD SPA.
Share Purchase Agreement to Acquire The Narragansett Electric Company
On March 17, 2021, PPL and its subsidiary, PPL Energy Holdings, entered into a share purchase agreement
(Narragansett SPA) with National Grid USA (National Grid U.S.), a subsidiary of National Grid plc to acquire 100% of the outstanding shares of common stock of The Narragansett Electric Company (Narragansett Electric) for approximately $3.8 billion in cash. On May 3, 2021, an Assignment and Assumption Agreement was entered into by PPL, PPL Energy Holdings, PPL Rhode Island Holdings and National Grid U.S. whereby certain interests of PPL Energy Holdings in the Narragansett SPA were assigned to and assumed by PPL Rhode Island Holdings. Pursuant to that Assignment and Assumption Agreement, PPL Rhode Island Holdings became the purchasing entity under the Narragansett SPA. The acquisition is expected to be funded with proceeds from the sale of the U.K. utility business. PPL has agreed to guarantee all obligations of PPL Energy Holdings and PPL Rhode Island Holdings under the Narragansett SPA and the related Assignment and Assumption
Agreement.
The closing of the acquisition, which is currently expected to occur by March 2022, is subject to the prior closing of the sale of WPD Investments to National Grid U.K. and is also subject to the receipt of certain U.S. regulatory approvals, as well as other customary conditions to closing. The consummation of the transaction is not subject to a financing condition.
See Note 9 to the Financial Statements for additional information on the Narragansett SPA.
Regulatory Requirements
(All Registrants)
The Registrants cannot predict the impact that future regulatory requirements may have on their financial condition or results of operations.
(PPL,
LKE, LG&E and KU)
The businesses of LKE, LG&E and KU are subject to extensive federal, state and local environmental laws, rules and regulations, including those pertaining to CCRs, GHG, and ELGs. See Notes 7, 11 and 16 to the Financial Statements for a discussion of these significant environmental matters. These and other environmental requirements led PPL, LKE, LG&E and KU to retire approximately 1,200 MW of coal-fired generating plants in Kentucky since 2010.
Challenge to PPL Electric Transmission Formula Rate Return on Equity (PPL and PPL Electric)
On May 21, 2020, PP&L Industrial Customer Alliance (PPLICA) filed a complaint with the FERC alleging that PPL Electric's base return on equity (ROE)
of 11.18% used to determine PPL Electric's formula transmission rate is unjust and unreasonable, and proposing an alternative ROE of 8.0% based on its interpretation of FERC Opinion No. 569. However, also on May 21, 2020, the FERC issued Opinion No. 569-A in response to numerous requests for rehearing of Opinion No. 569, which revised the method for analyzing base ROE. On June 10, 2020, PPLICA filed a Motion to Supplement the May 21, 2020 complaint in which PPLICA continued to allege that PPL Electric’s base ROE is unjust and unreasonable, but revised its analysis of PPL Electric's base ROE to reflect the guidance provided in Opinion No. 569-A. The amended complaint proposed an updated alternative ROE of 8.5% and also requested that the FERC preserve the original refund effective date as established by the filing of the
original complaint on May 21, 2020. Several parties have filed motions to intervene, including one party who filed Comments in Support of the original complaint.
On July 10, 2020, PPL Electric filed its Answer and supporting Testimony to the PPLICA filings arguing that the FERC should deny the original and amended complaints as they are without merit and fail to demonstrate the existing base ROE is unjust and unreasonable. In addition, PPL Electric contended any refund effective date should be set for no earlier than June 10, 2020 and PPLICA's proposed replacement ROE should be rejected.
On October 15, 2020, the FERC issued an order on the PPLICA complaints
which established hearing and settlement procedures, set a refund effective date of May 21, 2020 and granted the motions to intervene. On November 16, 2020, PPL Electric filed a request for rehearing of the portion of the October 15, 2020 Order that set the May 21, 2020 refund effective date. On December 17, 2020, the FERC issued a Notice of Denial of Rehearing by Operation of Law and Providing for Further Consideration. On February 16 and April 19, 2021, PPL Electric filed Petitions for Review with the United States Court of
Appeals for the District of Columbia Circuit of the portion of the October 15, 2020 Order that set the May 21, 2020 refund effective date.
PPL Electric continues to believe its ROE is just and reasonable and that it has meritorious defenses against the original and amended complaints. Settlement negotiations are currently proceeding, but there can be no assurance that they will result in a final settlement. Although PPL Electric cannot predict the outcome of this matter, in the first quarter of 2021, PPL Electric recorded a revenue reserve of $19 million after-tax. Of this amount, $13 million relates to
the period from May 21, 2020 to December 31, 2020. Additional revenue earned from May 21, 2020 through the ultimate resolution of this matter may be subject to refund. A change of 50 basis points to the base ROE would impact PPL Electric's net income by approximately $12 million on an annual basis.
FERC Transmission Rate Filing (PPL, LKE, LG&E and KU)
In 2018, LG&E and KU applied to the FERC requesting elimination of certain on-going credits to a sub-set of transmission customers relating to the 1998 merger of LG&E's and KU's parent entities and the 2006 withdrawal of LG&E and KU from the Midcontinent Independent System Operator, Inc. (MISO), a regional transmission
operator and energy market. The application sought termination of LG&E's and KU's commitment to provide certain Kentucky municipalities mitigation for certain horizontal market power concerns arising out of the 1998 LG&E and KU merger and 2006 MISO withdrawal. The amounts at issue are generally waivers or credits granted to a limited number of Kentucky municipalities for either certain LG&E and KU or MISO transmission charges incurred for transmission service received. Due to the development of robust, accessible energy markets over time, LG&E and KU believe the mitigation commitments are no longer relevant or appropriate. In March 2019, the FERC granted LG&E's and KU's request to remove the ongoing credits, conditioned upon the implementation by LG&E and KU of a transition mechanism for certain existing power supply arrangements, subject to FERC review and approval. In July 2019, LG&E and KU proposed their transition mechanism to the FERC
and in September 2019, the FERC rejected the proposed transition mechanism. In September 2020, the FERC issued orders in the rehearing process that modified various aspects of the September 2019 orders which had approved future termination of the credits, including adjusting which customer arrangements are covered by the transition mechanism and respective future periods or dates for termination of credits. In November 2020, the FERC denied the parties' rehearing requests. In November 2020 and January 2021, LG&E and KU and other parties appealed the September 2020 and November 2020 orders at the D.C. Circuit Court of Appeals. The appellate proceedings are continuing, and also include certain additional prior pending petitions for review relating to the matter. On January 15, 2021, LG&E and KU made a filing seeking FERC acceptance of a new proposal for a transition mechanism. On March
16, 2021, the FERC accepted the filed transition mechanism agreements effective on March 17, 2021 but subject to refund, and established hearing and settlement procedures. LG&E and KU are also required to make certain compliance filings consistent with the March 16, 2021 order. LG&E and KU cannot predict the outcome of the respective appellate and FERC proceedings. LG&E and KU currently receive recovery of the waivers and credits provided through other rate mechanisms and such rate recovery would be anticipated to be adjusted consistent with potential changes or terminations of the waivers and credits, as such become effective.
Rate Case Proceedings (PPL, LKE, LG&E and KU)
On November
25, 2020, LG&E and KU filed requests with the KPSC for an increase in annual electricity and gas revenues of approximately $331 million ($131 million and $170 million in electricity revenues at LG&E and KU and $30 million in gas revenues at LG&E). The revenue increases would be an increase of 11.6% and 10.4% in electricity revenues at LG&E and KU, and an increase of 8.3% in gas revenues at LG&E. In recognition of the economic impact of COVID-19, LG&E and KU requested approval of a one-year billing credit which will credit customers approximately $53 million ($41 million at LG&E and $12 million at KU). The billing credit represents the return to customers of certain regulatory liabilities on LG&E’s and KU’s Balance Sheets and serves to partially mitigate the rate increases during the first year in which the new rates are in effect.
LG&E’s and KU’s applications also included
a request for a CPCN to deploy Advanced Metering Infrastructure across LG&E’s and KU’s service territories in Kentucky.
The applications were based on a forecasted test year of July 1, 2021 through June 30, 2022 and requested an authorized return on equity of 10.0%.
On April 19, 2021, LG&E and KU entered into an agreement with all intervening parties to the proceedings resolving all matters in their applications, with the explicit exception of LG&E's and KU's net metering proposals. The agreement proposes increases in annual revenues of $217 million ($77 million and $116 million in electricity revenues at LG&E and KU and $24 million in gas revenues at LG&E) based on an authorized
return on equity of 9.55%. The proposal includes an authorized
9.35% return on equity for the ECR and GLT mechanisms. The agreement does not modify the requested one-year billing credit. The agreement proposes that the KPSC should grant LG&E’s and KU’s request for a CPCN to deploy Advanced Metering Infrastructure and proposes the establishment of a Retired Asset Recovery rider (RAR) to provide recovery of and return on the remaining investment in certain electric generating units upon their retirement over a ten-year period following retirement. In respect of the RAR rider, the agreement proposes that LG&E
and KU will continue to use currently approved depreciation rates for Mill Creek units 1 and 2 and Brown Unit 3. The agreement also proposes a four-year “stay-out” commitment from LG&E and KU to refrain from effective base rate increases before July 1, 2025, subject to certain exceptions.
A hearing on the agreement, and the underlying proceedings, was completed on April 28, 2021. Subject to KPSC approval, the rates, decreased by the amount of the billing credit, are expected to become effective July 1, 2021. An Order on the net metering issues is expected by the end of September 2021. PPL, LKE, LG&E and KU cannot predict the outcome of these proceedings.
Results
of Operations
(PPL)
The "Statement of Income Analysis" discussion below describes significant changes in principal line items on the Statements of Income, comparing the three months ended March 31, 2021 with the same period in 2020. The "Segment Earnings" and "Adjusted Gross Margins" discussions provide a review of results by reportable segment. These discussions include non-GAAP financial measures, including "Earnings from Ongoing Operations" and "Adjusted Gross Margins," and provide explanations of the non-GAAP financial measures and a reconciliation of those measures to the most comparable GAAP measure.
(PPL Electric, LKE, LG&E and KU)
A
"Statement of Income Analysis" is presented separately for PPL Electric, LKE, LG&E and KU. The "Statement of Income Analysis" discussion below describes significant changes in principal line items on the Statements of Income, comparing the three months ended March 31, 2021 with the same period in 2020.
(All Registrants)
The results for interim periods can be disproportionately influenced by numerous factors and developments and by seasonal variations. As such, the results of operations for interim periods do not necessarily indicate results or trends for the year or future periods.
PPL: Statement of Income Analysis, Segment Earnings and Adjusted Gross Margins
Statement of Income Analysis
Net income for the periods ended March 31 includes the following results:
Three
Months
2021
2020
$ Change
Operating Revenues
$
1,498
$
1,440
$
58
Operating
Expenses
Operation
Fuel
177
163
14
Energy
purchases
220
201
19
Other operation and maintenance
367
355
12
Depreciation
267
250
17
Taxes,
other than income
52
47
5
Total Operating Expenses
1,083
1,016
67
Other
Income (Expense) - net
—
(5)
5
Interest Expense
153
154
(1)
Income
from Continuing Operations Before Income Taxes
262
265
(3)
Income Taxes
59
61
(2)
Income
from Continuing Operations After Income Taxes
203
204
(1)
Income (Loss) from Discontinued Operations (net of income taxes) (Note 9)
(2,043)
350
(2,393)
Net
Income (Loss)
$
(1,840)
$
554
$
(2,394)
Operating Revenues
The increase (decrease) in operating revenues was due to:
Three
Months
PPL Electric Distribution price
$
(2)
PPL Electric Distribution volume (a)
17
PPL Electric PLR (b)
6
PPL Electric Transmission Formula Rate (c)
(22)
LKE
Volumes (a)
42
LKE Fuel and other energy prices (d)
14
Other
3
Total
$
58
(a)The
increase was primarily due to favorable weather.
(b)The increase was due to favorable volumes of $32 million, partially offset by lower prices of $20 million and higher customer shopping of $6 million.
(c)The decrease was primarily due to a $27 million reserve recorded due to a challenge to the transmission formula rate return on equity and a $17 million decrease as a result of a lower PPL zonal peak load billing factor, partially offset by $19 million from returns on additional transmission capital investments. See Note 7 to the Financial Statements for additional information on the transmission formula rate return on equity challenge.
(d)The increase was primarily due to higher recoveries of fuel and energy purchases due to higher commodity costs and higher off-system
sales prices.
Fuel
Fuel increased $14 million for the three months ended March 31, 2021 compared with 2020, primarily due to an increase in volumes driven by weather.
Energy Purchases
Energy purchases increased $19 million for the three months ended March 31, 2021 compared with 2020, primarily due to an $11 million increase in gas volumes driven by weather and a $3 million increase in commodity costs. at LKE
Other Operation and Maintenance
The increase (decrease) in other operation
and maintenance was due to:
Income taxes decreased $2 million for the three months ended March 31, 2021 compared with 2020, primarily due to a change in pre-tax income. See Note 6 to the Financial Statements for additional information on income taxes.
Income (Loss) from Discontinued Operations (net of income taxes)
Income (Loss) from Discontinued Operations (net of income taxes) decreased $2.4 billion for the three months ended March 31, 2021 compared with 2020. The decrease was attributable primarily to a loss on sale of approximately $1.6 billion and an increase in income tax expense
of $672 million in 2021. The increase in income tax expense includes federal tax expense of $689 million for the recognition of the tax cost associated with the realization of the book-tax outside basis difference in PPL's investment in the U.K. utility business. See "Discontinued Operations" in Note 9 to the Financial Statements for summarized results of operations for the U.K. utility business.
Segment Earnings
PPL's Net Income by reportable segment for the periods ended March 31 was as follows:
Three
Months
2021
2020
$ Change
Kentucky Regulated
$
146
$
127
$
19
Pennsylvania
Regulated
113
118
(5)
Corporate and Other (a)(b)
(56)
(41)
(15)
Discontinued
Operations (c)
(2,043)
350
(2,393)
Net Income
$
(1,840)
$
554
$
(2,394)
(a)Primarily
represents financing and certain other costs incurred at the corporate level that have not been allocated or assigned to the segments, which are presented to reconcile segment information to PPL's consolidated results.
(b)The amount for the period ended March 31, 2020 has been adjusted for certain costs that were previously included in the U.K. Regulated segment.
(c)See Note 9 to the Financial Statements for additional information.
Earnings from Ongoing Operations
Management utilizes "Earnings from Ongoing Operations" as a non-GAAP financial measure that should not be considered as an alternative to net income, an indicator
of operating performance determined in accordance with GAAP. PPL believes that Earnings from Ongoing Operations is useful and meaningful to investors because it provides management's view of PPL's earnings performance as another criterion in making investment decisions. In addition, PPL's management uses Earnings from Ongoing Operations in measuring achievement of certain corporate performance goals, including targets for certain executive incentive compensation. Other companies may use different measures to present financial performance.
Earnings from Ongoing Operations is adjusted for
the impact of special items. Special items are presented in the financial tables on an after-tax basis with the related income taxes on special items separately disclosed. Income taxes on special items, when applicable, are calculated based on the statutory tax rate of the entity where the activity is recorded. Special items may include items such as:
• Gains and losses on sales of assets not in the ordinary course of business.
• Impairment charges.
• Significant workforce reduction and other restructuring effects.
• Acquisition and divestiture-related adjustments.
• Other charges or credits that are, in management's view, non-recurring or otherwise not reflective of the company's ongoing operations.
PPL's
Earnings from Ongoing Operations by reportable segment for the periods ended March 31 were as follows:
Three Months
2021
2020
$
Change
Kentucky Regulated
$
142
$
127
$
15
Pennsylvania
Regulated
126
118
8
Corporate and Other (a)
(49)
(39)
(10)
Earnings
from Ongoing Operations
$
219
$
206
$
13
(a)The amount for the period ended March 31, 2020 has been adjusted for certain costs that were previously included in the U.K. Regulated segment.
See "Reconciliation
of Earnings from Ongoing Operations" below for a reconciliation of this non-GAAP financial measure to Net Income.
Kentucky Regulated Segment
The Kentucky Regulated segment consists primarily of LKE's regulated electricity generation, transmission and distribution operations conducted by LG&E and KU, as well as LG&E's regulated distribution and sale of natural gas. In addition, certain costs are allocated to the Kentucky Regulated segment. The Kentucky Regulated segment represents 72% of PPL's Income from Continuing Operations After Income Taxes for the three months ended March 31, 2021 and 54% of PPL's assets excluding "Current assets held for sale" at March 31, 2021.
Net
Income and Earnings from Ongoing Operations for the periods ended March 31 include the following results.
Three Months
2021
2020
$
Change
Operating revenues
$
885
$
825
$
60
Fuel
177
163
14
Energy
purchases
71
57
14
Other operation and maintenance
220
204
16
Depreciation
156
149
7
Taxes,
other than income
21
18
3
Total operating expenses
645
591
54
Other
Income (Expense) - net
—
—
—
Interest Expense
64
75
(11)
Income
Taxes
30
32
(2)
Net Income
146
127
19
Less:
Special Items
4
—
4
Earnings from Ongoing Operations
$
142
$
127
$
15
The
following after-tax gains (losses), which management considers special items, impacted the Kentucky Regulated segment's results and are excluded from Earnings from Ongoing Operations during the periods ended March 31.
(a)Adjustment of valuation allowances related to certain tax credits recorded in 2017 as a result
of the TCJA.
The changes in the components of the Kentucky Regulated segment's results between these periods were due to the factors set forth below, which reflect amounts classified as Kentucky Adjusted Gross Margins and the items that management considers special on separate lines and not in their respective Statement of Income line items.
Three Months
Kentucky Adjusted Gross Margins
$
23
Other
operation and maintenance
(12)
Depreciation
(4)
Taxes, other than income
(1)
Other Income (Expense) - net
—
Interest Expense
11
Income
Taxes
(2)
Earnings from Ongoing Operations
15
Special items, after-tax
4
Net Income
$
19
•See "Adjusted Gross Margins
- Changes in Adjusted Gross Margins" for an explanation of Kentucky Adjusted Gross Margins.
•Higher other operation and maintenance expense primarily due to a $7 million increase in plant operations and maintenance and a $4 million increase in distribution operations and maintenance.
•Lower interest expense primarily due to interest costs allocated to the Kentucky Regulated segment in 2020 that were not allocated in 2021.
Pennsylvania Regulated Segment
The Pennsylvania Regulated segment includes the regulated electricity transmission and distribution operations of PPL Electric. In addition, certain costs are allocated to the Pennsylvania
Regulated segment. The Pennsylvania Regulated segment represents 56% of PPL's Income from Continuing Operations After Income Taxes for the three months ended March 31, 2021 and 43% of PPL's assets excluding "Current assets held for sale" at March 31, 2021.
Net Income and Earnings from Ongoing Operations for the periods ended March 31 include the following results.
Three
Months
2021
2020
$ Change
Operating revenues
$
605
$
608
$
(3)
Energy
purchases
149
144
5
Other operation and maintenance
128
137
(9)
Depreciation
108
98
10
Taxes,
other than income
32
30
2
Total operating expenses
417
409
8
Other
Income (Expense) - net
5
4
1
Interest Expense
43
44
(1)
Income
Taxes
37
41
(4)
Net Income
113
118
(5)
Less:
Special Item
(13)
—
(13)
Earnings from Ongoing Operations
$
126
$
118
$
8
The
following after-tax gains (losses), which management considers special items, impacted the Pennsylvania Regulated segment's results and are excluded from Earnings from Ongoing Operations during the periods ended March 31.
Income Statement Line Item
Three
Months
2021
2020
Challenge
to transmission formula rate return on equity reserve, net of tax of $6 (a)
(a) Represents the portion of the reserve recognized in the March 31, 2021
Statements of Income related to the period from May 21, 2020 through December 31, 2020. See Note 7 to the Financial Statements for additional information.
The changes in the components of the Pennsylvania Regulated segment's results between these periods are due to the factors set forth below, which reflect amounts classified as Pennsylvania Adjusted Gross Margins and the items that management considers special on separate lines and not in their respective Statement of Income line items.
Three
Months
Pennsylvania Adjusted Gross Margins
$
2
Other operation and maintenance
11
Depreciation
(5)
Taxes, other than income
—
Other
Income (Expense) - net
1
Interest Expense
1
Income Taxes
(2)
Earnings from Ongoing Operations
8
Special Item, after tax
(13)
Net
Income
$
(5)
•See "Adjusted Gross Margins - Changes in Adjusted Gross Margins" for an explanation of Pennsylvania Adjusted Gross Margins.
•Lower other operation and maintenance expense primarily due to lower canceled project write offs.
Reconciliation of Earnings from Ongoing Operations
The following tables contain after-tax gains (losses), in total, which management considers special items, that are excluded from Earnings from Ongoing Operations and a reconciliation to
PPL's "Net Income" for the periods ended March 31.
2021
Three Months
KY Regulated
PA Regulated
Corporate and Other
Discontinued Operations (a)
Total
Net Income
$
146
$
113
$
(56)
$
(2,043)
$
(1,840)
Less:
Special Items (expense) benefit:
Income (Loss) from Discontinued Operations (a)
—
—
—
(2,047)
(2,047)
Talen
litigation costs, net of tax of $1 (b)
—
—
(3)
—
(3)
Valuation
allowance adjustment (c)
4
—
(4)
4
4
Challenge to transmission formula rate return on equity reserve, net of tax of $6
—
(13)
—
—
(13)
Total
Special Items
4
(13)
(7)
(2,043)
(2,059)
Earnings from Ongoing Operations
$
142
$
126
$
(49)
$
—
$
219
2020
Three Months
KY Regulated
PA Regulated
Corporate and Other (d)
Discontinued Operations (a)
Total
Net Income
$
127
$
118
$
(41)
$
350
$
554
Less:
Special Items (expense) benefit:
Income (Loss) from Discontinued Operations (a)
—
—
—
350
350
Talen
litigation costs, net of tax of $1 (b)
—
—
(2)
—
(2)
Total
Special Items
—
—
(2)
350
348
Earnings from Ongoing Operations
$
127
$
118
$
(39)
$
—
$
206
(a)See
Note 9 to the Financial Statements for additional information.
(b)PPL incurred legal expenses related to litigation with its former affiliate, Talen Montana. See Note 11 to the Financial Statements for additional information.
(c)Adjustment of valuation allowances related to certain tax credits recorded in 2017 as a result of the TCJA.
(d)The amount for the period ended March 31, 2020 has been adjusted for certain costs that were previously included in the U.K. Regulated segment.
Management also utilizes the following non-GAAP financial measures as indicators of performance for its businesses:
•"Kentucky Adjusted Gross Margins" is a single financial performance measure of the electricity generation, transmission and distribution operations of the Kentucky Regulated segment, as well as the Kentucky Regulated segment's distribution and sale of natural gas. In calculating this measure, fuel, energy purchases and certain variable costs of production (recorded in "Other operation and maintenance" on the Statements of Income) are deducted from operating revenues. In addition, certain other expenses, recorded in "Other operation and maintenance,""Depreciation" and
"Taxes, other than income" on the Statements of Income, associated with approved cost recovery mechanisms are offset against the recovery of those expenses, which are included in revenues. These mechanisms allow for direct recovery of these expenses and, in some cases, returns on capital investments and performance incentives. As a result, this measure represents the net revenues from electricity and gas operations.
•"Pennsylvania Adjusted Gross Margins" is a single financial performance measure of the electricity transmission and distribution operations of the Pennsylvania Regulated segment. In calculating this measure, utility revenues and expenses associated with approved recovery mechanisms, including energy provided as a PLR, are offset with minimal impact on earnings. Costs associated with these mechanisms are recorded in "Energy purchases,""Other operation and maintenance" (which are primarily Act 129, Storm Damage and Universal Service program costs), "Depreciation" (which is primarily related to the Act 129 Smart Meter program) and "Taxes, other than income" (which is primarily gross receipts tax) on the Statements of Income. This measure represents the net revenues from the Pennsylvania Regulated segment's electricity delivery operations.
These measures are not intended to replace "Operating Income," which is determined in accordance with GAAP, as an indicator of overall operating performance. Other companies may use different measures to analyze and report their results of operations. Management believes these measures provide additional useful criteria to make investment decisions. These performance measures are used, in conjunction with other information, by senior management and PPL's Board of Directors to
manage operations and analyze actual results compared with budget.
Changes in Adjusted Gross Margins
The following table shows Adjusted Gross Margins by PPL's reportable segment and by component, as applicable for the periods ended March 31 as well as the change between periods. The factors that gave rise to the changes are described following the table.
Three
Months
2021
2020
$ Change
Kentucky Regulated
Kentucky
Adjusted Gross Margins
$
570
$
547
$
23
Pennsylvania
Regulated
Pennsylvania Adjusted Gross Margins
Distribution
$
247
$
242
$
5
Transmission
156
159
(3)
Total
Pennsylvania Adjusted Gross Margins
$
403
$
401
$
2
Kentucky Adjusted Gross Margins
Kentucky Adjusted Gross Margins increased due to increased sales volumes primarily due to weather.
Pennsylvania Adjusted Gross
Margins
Distribution
Distribution Adjusted Gross Margins increased primarily due to $13 million of higher sales volumes largely due to weather, partially offset by $8 million of lower returns on distribution system improvement capital investments.
Transmission Adjusted Gross Margins decreased for the three months ended March 31, 2021, compared
with 2020, primarily due to a $17 million decrease as a result of a lower PPL zonal peak load billing factor and $8 million due to a reserve recorded as a result of a challenge to the transmission formula rate return on equity. Partially offsetting these unfavorable items was $19 million of returns on additional transmission capital investments focused on replacing aging infrastructure and improving reliability. See Note 7 to the Financial Statements for additional information on the transmission formula rate return on equity challenge.
Reconciliation of Adjusted Gross Margins
The following tables contain the components from the Statement of Income that are included in the non-GAAP financial measures and a reconciliation to PPL's "Operating Income" for the periods ended March 31.
2021
Three Months
Kentucky Adjusted Gross Margins
Pennsylvania Adjusted Gross Margins
Other (a)
Operating Income (b)
Operating Revenues
$
885
$
624
$
(11)
$
1,498
Operating
Expenses
Fuel
177
—
—
177
Energy purchases
71
149
—
220
Other
operation and maintenance
25
25
317
367
Depreciation
40
17
210
267
Taxes,
other than income
2
30
20
52
Total Operating Expenses
315
221
547
1,083
Total
$
570
$
403
$
(558)
$
415
2020
Three Months
Kentucky Adjusted Gross Margins
Pennsylvania Adjusted Gross Margins
Other (a)
Operating Income (b)
Operating Revenues
$
825
$
608
$
7
$
1,440
Operating
Expenses
Fuel
163
—
—
163
Energy purchases
57
144
—
201
Other
operation and maintenance
21
23
311
355
Depreciation
37
12
201
250
Taxes,
other than income
—
28
19
47
Total Operating Expenses
278
207
531
1,016
Total
$
547
$
401
$
(524)
$
424
(a)Represents
amounts excluded from Adjusted Gross Margins.
Net income for the periods ended March 31 includes the following results.
Three
Months
2021
2020
$ Change
Operating Revenues
$
605
$
608
$
(3)
Operating
Expenses
Operation
Energy purchases
149
144
5
Other
operation and maintenance
128
137
(9)
Depreciation
108
98
10
Taxes,
other than income
32
30
2
Total Operating Expenses
417
409
8
Other
Income (Expense) - net
5
3
2
Interest Income from Affiliate
—
1
(1)
Interest
Expense
43
44
(1)
Income Taxes
37
41
(4)
Net
Income
$
113
$
118
$
(5)
Operating Revenues
The increase (decrease) in operating revenues was due to:
Three
Months
Distribution price
$
(2)
Distribution volume (a)
17
PLR (b)
6
Transmission Formula Rate (c)
(22)
Other
(2)
Total
$
(3)
(a)The
increase was primarily due to favorable weather.
(b)The increase was due to favorable volumes of $32 million, partially offset by lower prices of $20 million and higher customer shopping of $6 million.
(c)The decrease was primarily due to a $27 million reserve recorded due to a challenge to the transmission formula rate return on equity and a $17 million decrease as a result of a lower PPL zonal peak load billing factor, partially offset by $19 million from returns on additional transmission capital investments. See Note 7 to the Financial Statements for additional information on the transmission formula rate return on equity challenge.
Other Operation and Maintenance
The increase (decrease) in other operation
and maintenance was due to:
Three Months
Canceled projects
$
(11)
Bad debts
(3)
Act 129
(1)
Storm
costs
6
Total
$
(9)
Depreciation
Deprecation
increased $10 million for the three months ended March 31, 2021 compared with 2020, primarily due to additional assets placed in service, net of retirements.
Net income for the periods ended March 31 includes
the following results.
Three Months
2021
2020
$
Change
Operating Revenues
$
885
$
825
$
60
Operating Expenses
Operation
Fuel
177
163
14
Energy
purchases
71
57
14
Other operation and maintenance
220
204
16
Depreciation
156
149
7
Taxes,
other than income
21
18
3
Total Operating Expenses
645
591
54
Other
Income (Expense) - net
—
—
—
Interest Expense
51
58
(7)
Interest
Expense with Affiliate
13
7
6
Income Taxes
30
34
(4)
Net
Income
$
146
$
135
$
11
Operating Revenues
The increase in operating revenues was due to:
Three
Months
Volumes (a)
$
42
Fuel and other energy prices (b)
14
Other
4
Total
$
60
(a)The
increase was primarily due to favorable weather.
(b)The increase was primarily due to higher recoveries of fuel and energy purchases due to higher commodity costs and higher off-system sales prices.
Fuel
Fuel increased $14 million for the three months ended March 31, 2021 compared with 2020, primarily due to an increase in volumes driven by weather.
Energy Purchases
Energy purchases increased $14 million for the three months ended March 31, 2021 compared with 2020, due to an $11 million increase in gas volumes driven by weather and a $3 million increase in
commodity costs.
Other Operation and Maintenance
The increase in other operation and maintenance was due to:
Depreciation increased $7 million for the three months ended March 31, 2021 compared with 2020, primarily due to additional assets placed into service, net of retirements.
LG&E: Statement of Income Analysis
Statement of Income Analysis
Net income for the periods ended March 31 includes
the following results.
Three Months
2021
2020
$
Change
Operating Revenues
Retail and wholesale
$
421
$
393
$
28
Electric
revenue from affiliate
7
14
(7)
Total Operating Revenues
428
407
21
Operating
Expenses
Operation
Fuel
67
74
(7)
Energy
purchases
66
52
14
Energy purchases from affiliate
5
—
5
Other
operation and maintenance
96
92
4
Depreciation
66
64
2
Taxes,
other than income
11
10
1
Total Operating Expenses
311
292
19
Other
Income (Expense) - net
(2)
(1)
(1)
Interest Expense
21
22
(1)
Income
Taxes
19
19
—
Net Income
$
75
$
73
$
2
Operating
Revenues
The increase (decrease) in operating revenues was due to:
Three Months
Volumes (a)
$
13
Fuel and other energy prices (b)
10
Other
(2)
Total
$
21
(a)The
increase was primarily due to weather.
(b)The increase was primarily due to higher recoveries of fuel and energy purchases due to higher commodity costs and higher off-system sales prices.
Fuel
Fuel decreased $7 million for the three months ended March 31, 2021 compared with 2020, primarily due to the timing of generation maintenance outages.
Energy Purchases
Energy purchases increased $14 million for the three months ended March 31, 2021 compared with 2020, due to an $11 million increase in gas volumes driven by weather and a $3 million increase in commodity
costs.
Energy purchases from affiliate increased $5 million for the three months ended March 31, 2021 compared with 2020, primarily due to the timing of generation maintenance outages.
Other Operation and Maintenance
The increase in other operation and maintenance was due to:
Three
Months
Plant operations and maintenance
$
3
Other
1
Total
$
4
KU:
Statement of Income Analysis
Statement of Income Analysis
Net income for the periods ended March 31 includes the following results.
Three
Months
2021
2020
$ Change
Operating Revenues
Retail and wholesale
$
464
$
432
$
32
Electric
revenue from affiliate
5
—
5
Total Operating Revenues
469
432
37
Operating
Expenses
Operation
Fuel
110
89
21
Energy
purchases
5
5
—
Energy purchases from affiliate
7
14
(7)
Other
operation and maintenance
115
104
11
Depreciation
89
84
5
Taxes,
other than income
10
9
1
Total Operating Expenses
336
305
31
Other
Income (Expense) - net
1
1
—
Interest Expense
27
28
(1)
Income
Taxes
21
20
1
Net Income
$
86
$
80
$
6
Operating
Revenues
The increase in operating revenues was due to:
Three Months
Volumes (a)
$
26
Fuel
and other energy prices (b)
5
Other
6
Total
$
37
(a)The
increase was primarily due to weather.
(b)The increase was primarily due to higher recoveries of fuel and energy purchases due to higher commodity costs and higher off-system sales prices.
Fuel
Fuel increased $21 million for the three months ended March 31, 2021 compared with 2020, primarily due to an increase in volumes driven by weather.
Energy purchases from affiliate decreased $7 million for the three months ended March 31, 2021 compared with 2020, primarily due to the timing of generation maintenance outages.
Other Operation and Maintenance
The increase in other operation and maintenance was due to:
Three Months
Plant operations and maintenance
$
5
Transmission
operations and maintenance
3
Distribution operations and maintenance
3
Total
$
11
Depreciation
Depreciation increased $5 million for the three months ended March 31, 2021 compared with 2020, primarily due to additional assets placed into service, net of retirements.
Financial Condition
The remainder of this Item 2 in this Form 10-Q is presented on a combined basis, providing information, as applicable, for all Registrants.
The
Statements of Cash Flows separately report the cash flows of discontinued operations. The "Operating Activities",
"Investing Activities" and "Financing Activities" sections below include only the cash flows of continuing operations.
(All Registrants)
Net cash provided by (used in) operating, investing and financing activities for the three month periods ended March 31, and the changes between periods, were as follows.
The components of the change in cash provided by (used in) operating activities for the three months ended March 31, 2021 compared with 2020 were as follows.
PPL
PPL
Electric
LKE
LG&E
KU
Change - Cash Provided (Used)
Net income
$
(1)
$
(5)
$
11
$
2
$
6
Non-cash
components
(13)
(23)
(4)
—
(2)
Working capital
48
58
28
3
25
Defined
benefit plan funding
21
—
21
3
1
Other operating activities
(72)
(41)
—
2
1
Total
$
(17)
$
(11)
$
56
$
10
$
31
(PPL)
PPL's
cash provided by operating activities in 2021 decreased $17 million compared with 2020.
•Net income decreased $1 million between the periods and included a decrease in non-cash charges of $13 million. The decrease in non-cash charges was primarily due a decrease in deferred income taxes (due to book versus tax plant timing differences and Federal net operating losses) and a decrease in defined benefit plan expense partially offset by an increase in depreciation expense (primarily due to higher depreciation rates and additional assets placed into service, net of retirements).
•The $48 million increase in cash from changes in working capital was primarily due to a decrease in fuel inventory (primarily due to higher generation and natural gas consumption due to weather), a decrease in unbilled revenue (primarily
due to weather), partially offset by an increase in accounts receivable (primarily due to weather, the impact of COVID-19 and timing of receipts) and an increase in regulatory assets and liabilities, net.
•The $72 million decrease in cash provided by other operating activities was driven primarily by a decrease in other assets (primarily related to pension plan assets).
(PPL Electric)
PPL Electric's cash provided by operating activities in 2021 decreased $11 million compared with 2020.
•Net income decreased $5 million between the periods and included a decrease in non-cash components of $23 million. The decrease in non-cash components was primarily due to a decrease in deferred
income taxes and investment tax credits (primarily due to book versus tax plant timing differences) and a decrease in other expenses (primarily due to a decrease in canceled projects), partially offset by an increase in depreciation expense (primarily due to additional assets placed into service, net of retirements).
•The $58 million increase in cash from changes in working capital was primarily due to an increase in regulatory liabilities (primarily due to the challenge to transmission formula rate return on equity reserve and the timing of rate recovery mechanisms).
•The $41 million decrease in cash provided by other operating activities was driven primarily by an increase in non-current assets (primarily related to noncurrent receivables and prepayments).
(LKE)
LKE's cash provided by operating activities in 2021 increased $56 million compared with 2020.
•Net income increased $11 million between the periods and included a decrease in non-cash components of $4 million. The decrease in non-cash components was primarily driven by a decrease in deferred income tax expense (primarily due to book versus tax plant timing differences and the adjustment of valuation allowances related to certain tax credits), partially offset by an increase
in depreciation expense (primarily due to additional assets placed into service, net of retirements).
•The increase in cash from changes in working capital was primarily driven by a decrease in fuel inventory (primarily due to higher generation and natural gas consumption due to weather), an increase in accounts payable (primarily due to timing of payments), a decrease in unbilled revenue (primarily due to weather), and an increase in taxes payable (primarily due to the utilization of a tax credit in the prior year), partially offset by an increase in accounts receivable (primarily due to weather and the impact of COVID-19) and a decrease in other current liabilities (primarily due to timing of payments).
•Defined benefit plan funding was $21 million lower in 2021.
(LG&E)
LG&E's cash provided by operating activities in 2021 increased $10 million compared with 2020.
•Net income increased $2 million between the periods. Non-cash components were consistent between periods.
•The increase in cash from changes in working capital was primarily due to an increase in accounts payable (primarily due to timing of payments) and a decrease in unbilled revenues (primarily due to weather), partially offset by an increase in accounts receivable (primarily due to weather and the impact of COVID-19), an increase in net regulatory assets (primarily due to the timing of rate recovery mechanisms) and a decrease in other current liabilities
(primarily due to timing of payments).
(KU)
KU's cash provided by operating activities in 2021 increased $31 million compared with 2020.
•Net income increased $6 million between the periods and included a decrease in non-cash components of $2 million. The decrease in non-cash components was driven by a decrease in deferred income tax expense (primarily due to book versus tax plant timing differences), partially offset by an increase in depreciation expense (primarily due to additional assets placed into service, net of retirements).
•The increase in cash from changes in working capital was primarily due to a decrease in fuel inventory (primarily due to
higher generation due to weather), a decrease in net regulatory assets (primarily due to the timing of rate recovery mechanisms), an increase in taxes payable (primarily due to an increase in taxable income), a decrease in unbilled revenue (primarily due to weather), partially offset by an increase in accounts receivable (primarily due to weather and the impact of COVID-19) and a decrease in other current liabilities (primarily due to timing of payments).
Investing Activities
(All Registrants)
The components of the change in cash provided by (used in) investing activities for the three months ended March 31, 2021 compared with 2020 were as follows.
For
PPL, the decrease in expenditures for PP&E was due to lower project expenditures at Safari Energy, PPL Electric, LKE, LG&E and KU. The decrease in expenditures at Safari Energy was primarily due to timing differences on capital spending projects. The decrease in expenditures at PPL Electric was primarily due to timing differences on capital spending projects related to the ongoing efforts to improve reliability and replace aging infrastructure. The decrease in expenditures at LKE was primarily due to decreased spending for environmental water projects at LG&E and KU's Trimble County plant, LG&E's Mill Creek plant and KU's Ghent plant, and decreased spending on various other projects at LG&E and KU that are not individually significant, partially offset by spending on ELG projects at LG&E and KU.
Financing Activities
(All
Registrants)
The components of the change in cash provided by (used in) financing activities for the three months ended March 31, 2021 compared with 2020 were as follows.
PPL
PPL
Electric
LKE
LG&E
KU
Change - Cash Provided (Used)
Proceeds
from project financing
$
5
$
—
$
—
$
—
$
—
Stock issuances/redemptions, net
(19)
—
—
—
—
Dividends
(3)
50
—
(31)
(19)
Capital
contributions/distributions, net
—
—
(10)
(25)
(37)
Issuance of term loan
(200)
—
—
—
—
Retirement
of term loan
(300)
—
—
—
—
Change in short-term debt, net
364
120
93
110
(17)
Retirement
of commercial paper
(73)
—
(73)
(41)
(32)
Notes payable with affiliate
—
—
(116)
(21)
—
Other
financing activities
(2)
—
—
—
—
Total
$
(228)
$
170
$
(106)
$
(8)
$
(105)
See
Note 8 to the Financial Statements in this Form 10-Q for information on 2021 short-term and long-term debt activity, equity transactions and PPL dividends. See Note 8 to the Financial Statements in the Registrants' 2020 Form 10-K for information on 2020 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, 2021, the total committed borrowing capacity under credit facilities and the borrowings under these facilities were:
(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 - 6%, PPL Electric - 6%, LKE - 7%, LG&E - 7% and KU - 7%.
See Note 8 to the Financial Statements for further discussion of the Registrants' credit facilities.
Intercompany (LKE, LG&E and KU)
Committed Capacity
Borrowed
Commercial
Paper Program Capacity
Unused Capacity
LKE Credit Facility
$
375
$
227
$
—
$
148
LG&E
Money Pool (a)
750
—
425
325
KU Money Pool (a)
650
—
350
300
(a)LG&E
and KU participate in an intercompany money pool agreement whereby LKE and/or KU make available to LG&E, and LKE and/or LG&E make available to KU funds up to the difference between LG&E's and KU's FERC borrowing limit and LG&E's and KU's commercial paper capacity limit, at an interest rate based on the lower of a market index of commercial paper issues and two additional rate options based on LIBOR.
See Note 12 to the Financial Statements for further discussion of intercompany credit facilities.
Commercial Paper(All Registrants)
PPL, PPL Electric, LG&E and KU maintain commercial paper programs to provide an additional financing source to fund short-term liquidity needs, as necessary. Commercial paper issuances,
included in "Short-term debt" on the Balance Sheets, are supported by the respective Registrant's credit facility. The following commercial paper programs were in place at March 31, 2021:
Capacity
Commercial Paper Issuances
Unused Capacity
PPL
Capital Funding
$
1,500
$
942
$
558
PPL Electric
650
205
445
LG&E
(a)
425
252
173
KU
350
148
202
Total LKE
775
400
375
Total
PPL
$
2,925
$
1,547
$
1,378
(a)In March 2021, the capacity for the LG&E commercial paper program was increased from $350 million to $425 million.
Long-term Debt (All Registrants)
See Note 8 to the Financial Statements for information regarding the Registrants’ long-term debt activities.
In February 2018, PPL entered into an equity distribution agreement, pursuant to which PPL may sell, from time to time, up to an aggregate of $1.0 billion of its common stock through an at-the-market offering program, including a forward sales component. The compensation paid to the selling agents by PPL may be up to 2% of the gross offering proceeds of the shares. There were no issuances under the ATM program for the three months ended March 31, 2021. The ATM program expired in February 2021.
Common
Stock Dividends
In February 2021, PPL declared a quarterly common stock dividend, payable April 1, 2021, of 41.5 cents per share (equivalent to $1.66 per annum). Future dividends, declared at the discretion of the Board of Directors, will depend upon future earnings, cash flows, financial and legal requirements and other factors.
Rating Agency Actions
(All Registrants)
Moody's and S&P periodically review the credit ratings of the debt of the Registrants and their subsidiaries. Based on their respective independent reviews, the rating agencies may make certain ratings revisions or ratings affirmations.
A
credit rating reflects an assessment by the rating agency of the creditworthiness associated with an issuer and particular securities that it issues. The credit ratings of the Registrants and their subsidiaries are based on information provided by the Registrants and other sources. The ratings of Moody's and S&P are not a recommendation to buy, sell or hold any securities of the Registrants or their subsidiaries. Such ratings may be subject to revisions or withdrawal by the agencies at any time and should be evaluated independently of each other and any other rating that may be assigned to the securities.
The credit ratings of the Registrants and their subsidiaries affect their liquidity, access to capital markets and cost of borrowing under their credit facilities. A downgrade in the Registrants' or their subsidiaries' credit ratings could result in higher borrowing costs and reduced access to capital
markets. The Registrants and their subsidiaries have no credit rating triggers that would result in the reduction of access to capital markets or the acceleration of maturity dates of outstanding debt.
The rating agencies have taken the following actions related to the Registrants and their subsidiaries during 2021:
(PPL)
In March 2021, Moody's revised its outlook to positive for PPL and PPL Capital Funding.
(PPL and PPL Electric)
In March 2021, S&P revised its outlook to positive for PPL Electric.
(PPL, LKE and LG&E)
In March
2021, Moody’s and S&P assigned ratings of A1 and A to the Louisville/Jefferson County Metro Government, Kentucky’s $128 million 2.00% Pollution Control Revenue Bonds, 2003 Series A, due 2033, previously issued on behalf of LG&E. The bonds were remarketed April 1, 2021.
In March 2021, Moody’s assigned a rating of A1 and in April 2021, S&P assigned a rating of A to the Louisville/Jefferson County Metro Government, Kentucky’s $35 million 1.35% Pollution Control Revenue Bonds, 2001 Series B, due 2027, previously issued on behalf of LG&E. The bonds were remarketed May 3, 2021.
In March 2021, Moody’s assigned a rating of A1 and in April 2021, S&P assigned a rating of A to the County of Trimble, Kentucky’s $35 million 1.35% Pollution Control Revenue Bonds, 2001 Series B, due 2027, previously issued on behalf of LG&E. The bonds were remarketed May 3, 2021.
Ratings Triggers
(PPL, LKE, LG&E and KU)
Various derivative and non-derivative contracts, including contracts for the sale and purchase of electricity and fuel, commodity transportation and storage, interest rate and foreign currency instruments (for PPL), contain provisions that require the posting of additional collateral or permit the counterparty to terminate
the contract, if PPL's, LKE's, LG&E's or KU's or their subsidiaries' credit rating, as applicable, were to fall below investment grade. See Note 15 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, 2021.
(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' 2020 Form 10-K.
Risk
Management
Market Risk
(All Registrants)
See Notes 14 and 15 to the Financial Statements for information about the Registrants' risk management objectives, valuation techniques and accounting designations.
The forward-looking information presented below provides estimates of what may occur in the future, assuming certain adverse market conditions and model assumptions. Actual future results may differ materially from those presented. These are not precise indicators of expected future losses, but are rather only indicators of possible losses under normal market conditions at a given confidence level.
Interest Rate Risk
The
Registrants and their subsidiaries issue debt to finance their operations, which exposes them to interest rate risk. The Registrants and their subsidiaries utilize various financial derivative instruments to adjust the mix of fixed and floating interest rates in their debt portfolios, adjust the duration of their debt portfolios and lock in benchmark interest rates in anticipation of future financing, when appropriate. Risk limits under the risk management program are designed to balance risk exposure to volatility in interest expense and changes in the fair value of the debt portfolios due to changes in the absolute level of interest rates. In addition, the interest rate risk of certain subsidiaries is potentially mitigated as a result of the existing regulatory framework or the timing of rate cases.
The following interest rate hedges were outstanding at March 31, 2021.
Exposure Hedged
Fair
Value, Net - Asset (Liability) (a)
Effect of a 10% Adverse Movement in Rates (b)
Maturities Ranging Through
PPL
Cash flow hedges
Cross-currency
swaps (c)
$
202
$
39
$
(27)
2028
Economic hedges
Interest rate swaps (d)
64
(18)
(1)
2033
LKE
Economic
hedges
Interest rate swaps (d)
64
(18)
(1)
2033
LG&E
Economic
hedges
Interest rate swaps (d)
64
(18)
(1)
2033
(a)Includes accrued interest, if applicable.
(b)Effects
of adverse movements decrease assets or increase liabilities, as applicable, which could result in an asset becoming a liability. Sensitivities represent a 10% adverse movement in interest rates, except for cross-currency swaps which also includes a 10% adverse movement in foreign currency exchange rates.
(c)All cross-currency swaps are related to the U.K. utility business. Changes in the fair value of these instruments are recorded in equity and reclassified into earnings in the same period during which the item being hedged affects earnings.
(d)Realized changes in the fair value of such economic hedges are recoverable through regulated rates and any subsequent changes in the fair value of these derivatives are included in regulatory assets or regulatory liabilities.
The
Registrants are exposed to a potential increase in interest expense and to changes in the fair value of their debt portfolios. The estimated impact of a 10% adverse movement in interest rates on interest expense at March 31, 2021 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 March 31, 2021 is shown below.
10% Adverse Movement in Rates
PPL
$
546
PPL
Electric
188
LKE
221
LG&E
80
KU
127
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, including the anticipated sale of its U.K. utility business and net investments. In addition, PPL enters into financial instruments to protect against foreign currency translation risk of expected GBP earnings.
The following foreign currency hedges were outstanding at March 31, 2021.
Exposure Hedged
Fair
Value, Net - Asset (Liability)
Effect of a 10% Adverse Movement in Foreign Currency Exchange Rates (a)
Maturities Ranging Through
Economic hedges (b)
£
7,493
$
(157)
$
(903)
2021
(a)Effects
of adverse movements decrease assets or increase liabilities, as applicable, which could result in an asset becoming a liability.
(b)To economically hedge the translation risk of sales proceeds denominated in GBP from the anticipated sale of the U.K. utility business.
PPL is exposed to commodity price risk through its domestic subsidiaries
as described below.
•PPL Electric is required to purchase electricity to fulfill its obligation as a PLR. Potential commodity price risk is insignificant and mitigated through its PUC-approved cost recovery mechanism and full-requirement supply agreements to serve its PLR customers which transfer the risk to energy suppliers.
•LG&E's and KU's rates include certain mechanisms for fuel, fuel-related expenses and energy purchases. In addition, LG&E's rates include a mechanism for natural gas supply expenses. These mechanisms generally provide for timely recovery of market price fluctuations associated with these expenses.
Volumetric Risk
Volumetric risk is the risk related
to the changes in volume of retail sales due to weather, economic conditions or other factors. PPL is exposed to volumetric risk through its subsidiaries as described below.
•WPD is exposed to volumetric risk which is significantly mitigated as a result of the method of regulation in the U.K. Under the RIIO-ED1 price control regulations, recovery of such exposure occurs on a two year lag. See Note 1 in PPL's 2020 Form 10-K for additional information on revenue recognition under RIIO-ED1.
•PPL Electric, LG&E and KU are exposed to volumetric risk on retail sales, mainly due to weather and other economic conditions for which there is limited mitigation between rate cases.
Credit Risk(All Registrants)
See
Notes 14 and 15 to the Financial Statements in this Form 10-Q and "Item 7. Combined Management's Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition - Risk Management - Credit Risk" in the Registrants' 2020 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 pre-tax foreign currency translation gain of $383 million for the three months ended March 31, 2021, which primarily reflected a $662 million increase to PP&E, a $118
million increase to goodwill and a $40 million increase to other net assets, partially offset by a $363 million increase to long-term debt, a $49 million increase to deferred income taxes and a $25 million increase to long term debt due within one year. Changes in this exchange rate resulted in a pre-tax foreign currency translation loss of $63 million for the three months ended March 31, 2020, which primarily reflected a $108 million decrease to PP&E and a $20 million decrease to goodwill, partially offset by a $63 million decrease to long-term debt and a $2 million decrease to other net liabilities.
The impact of foreign currency translation is recorded in AOCI. The assets and liabilities of the U.K. utility business have been classified as held for sale. See Note 9 to the Financial Statements for additional information.
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 12 to the Financial Statements for additional information on related party transactions for PPL Electric, LKE, LG&E and KU.
Acquisitions, Development and Divestitures(All Registrants)
The Registrants from time to time evaluate opportunities for potential
acquisitions, divestitures and development projects. Development projects are reexamined based on market conditions and other factors to determine whether to proceed with, modify or terminate the projects. Any resulting transactions may impact future financial results. See Note 9 to the Financial Statements for information on significant activities.
Extensive
federal, state and local environmental laws and regulations are applicable to PPL's, PPL Electric's, LKE's, LG&E's and KU's air emissions, water discharges and the management of hazardous and solid waste, as well as other aspects of the Registrants' businesses. The costs of compliance or alleged non-compliance cannot be predicted with certainty but could be significant. In addition, costs may increase significantly if the requirements or scope of environmental laws or regulations, or similar rules, are expanded or changed. Costs may take the form of increased capital expenditures or operating and maintenance expenses, monetary fines, penalties or other restrictions. Many of these environmental law considerations are also applicable to the operations of key suppliers, or customers, such as coal producers and industrial power users, and may impact the costs for their products or their demand for the Registrants' services. Increased capital and operating costs are subject
to rate recovery. PPL, PPL Electric, LKE, LG&E and KU can provide no assurances as to the ultimate outcome of future environmental or rate proceedings before regulatory authorities.
See "Environmental Matters" in Item 1. "Business" in the Registrants' 2020 Form 10-K for information about environmental laws and regulations affecting the Registrants' business. See "Legal Matters" in Note 11 to the Financial Statements for a discussion of the more significant environmental claims. See "Financial Condition - Liquidity and Capital Resources - Forecasted Uses of Cash - Capital Expenditures" in "Item 7. Combined Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Registrants' 2020 Form 10-K for information on projected environmental capital expenditures for 2021 through 2025. See Note 16 to the Financial Statements for information
related to the impacts of CCRs on AROs.
The information below represents an update to “Item 1. Business – Environmental Matters – Air – NAAQS” and "Item 1. Business – Environmental Matters – Air – Climate Change" in the Registrants' 2020 Form 10-K.
NAAQS (PPL, LKE, LG&E and KU)
In March 2021, the EPA released final revisions to the Cross-State Air Pollution Rule (CSAPR) providing for reductions in ozone season nitrogen oxide emissions for 2021 and subsequent years from sources in 12 states, including Kentucky. Additionally, the EPA reversed its previous approval of the Kentucky State Implementation Plan with respect to these requirements. The CSAPR revisions are aimed at ensuring compliance with the 2008 ozone NAAQS, so additional nitrogen oxide
emission reductions could potentially be required for compliance with the revised 2015 ozone NAAQS. PPL, LKE, LG&E and KU are currently assessing the potential impact of the CSAPR revisions on operations, but such impact is not expected to be material. Pursuant to the President’s executive order, the EPA is currently reviewing its previous determinations made in December 2020 to retain the existing NAAQS for ozone and particulate matter without change.
PPL, LKE, LG&E, and KU are unable to predict future emission reductions that may be required by future federal rules or state implementation actions. Compliance with the NAAQS, CSAPR and related requirements may require installation of additional pollution controls or other compliance actions, the costs of which PPL, LKE, LG&E and KU believe would be subject to rate recovery.
Climate
Change (All Registrants)
The new U.S. presidential administration is undertaking wide-ranging efforts to address climate change. Recent government actions and policy developments, including the President’s announced goal of a carbon free electricity sector by 2035, could have far-reaching impacts on PPL’s business operations, products, and services. All of these developments are preliminary or ongoing in nature and the Registrants cannot predict their final outcome or ultimate impact on operations.
New Accounting Guidance(All Registrants)
There has been
no new accounting guidance adopted in 2021 and there is no new significant accounting guidance pending adoption as of March 31, 2021.
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' 2020 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
Income Taxes
X
X
X
X
X
Regulatory
Assets and Liabilities
X
X
X
X
X
Price Risk Management
X
Goodwill
Impairment
X
X
X
X
AROs
X
X
X
X
Revenue
Recognition - Unbilled Revenue
X
X
X
Following is an update to the critical accounting policies disclosed in PPL's 2020 Form 10-K.
Income Taxes (PPL)
Significant management judgment is required in developing the Registrants' provision for
income taxes, primarily due to the uncertainty related to tax positions taken or expected to be taken on tax returns, valuation allowances on deferred tax assets, as well as whether the undistributed earnings of WPD are considered indefinitely reinvested.
Additionally, significant management judgment is required to determine the amount of benefit recognized related to an uncertain tax position. On a quarterly basis, uncertain tax positions are reassessed by considering information known as of the reporting date. Based on management's assessment of new information, a tax benefit may subsequently be recognized for a previously unrecognized tax position, a previously recognized tax position may be derecognized, or the benefit of a previously recognized tax position may be remeasured. The amounts ultimately paid upon resolution of issues raised by taxing authorities may differ materially from the amounts accrued
and may materially impact the financial statements in the future.
The need for valuation allowances to reduce deferred tax assets also requires significant management judgment. Valuation allowances are initially recorded and reevaluated each reporting period by assessing the likelihood of the ultimate realization of a deferred tax asset. Management considers several factors in assessing the expected realization of a deferred tax asset, including the reversal of temporary differences, future taxable income and ongoing prudent and feasible tax planning strategies. Any tax planning strategy utilized in this assessment must meet the recognition and measurement criteria utilized to account for an uncertain tax position. When evaluating the need for valuation allowances, the uncertainty posed by political risk on such factors is also considered by management. The amount of deferred tax assets ultimately realized
may differ materially from the estimates utilized in the computation of valuation allowances and may materially impact the financial statements in the future.
The TCJA included new provisions requiring that certain income, referred to as global intangible low-taxed income (GILTI), earned by certain foreign subsidiaries be included in the gross income of their U.S. shareholder. Accounting guidance allows a policy election regarding the timing of inclusion of GILTI in an entity’s financial statements. The election may be either to record deferred taxes for expected GILTI in future periods or record such taxes as a current-period expense when incurred. PPL has elected to record the tax effect of expected GILTI inclusions and thus, records deferred taxes relating to such inclusions.
In light of the anticipated sale of PPL's U.K. utility business and
the associated classification of that business as assets held for sale, indefinite reinvestment is no longer relevant. As such, PPL expects to realize the outside book-tax basis difference in those assets in the foreseeable future. Accordingly, a deferred tax liability has been recorded reflecting the expected tax cost associated with the realization of that basis difference.
See Note 6 to the Financial Statements for income tax disclosures, including the impact of the TCJA.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Reference is made to "Risk Management" in "Item 2. Combined Management's Discussion and Analysis of Financial Condition and Results of Operations."
Item 4. Controls and Procedures
Although
the COVID-19 pandemic prompted the Registrants to make certain procedural adjustments to accommodate an increased remote workforce, PPL’s accounting and reporting systems and functions were well prepared to perform necessary accounting and reporting activities as of March 31, 2021 and to maintain the effectiveness of its disclosure controls and procedures and internal control over financial reporting.
(a) Evaluation of disclosure controls and procedures.
The Registrants' principal executive officers and principal financial officers, based on their evaluation of the Registrants' disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934) have concluded that, as of March 31, 2021,
the Registrants' disclosure controls and procedures are effective to ensure that material information relating to the Registrants and their consolidated subsidiaries is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms, particularly during the period for which this quarterly report has been prepared. The principal officers have concluded that the disclosure controls and procedures are also effective to ensure that information required to be disclosed in reports filed under the Exchange Act is accumulated and communicated to management, including the principal executive and principal financial officers, to allow for timely decisions regarding required disclosure.
(b) Change in internal controls over financial reporting.
The Registrants' principal
executive officers and principal financial officers have concluded that there were no changes in the Registrants' internal controls over financial reporting during the Registrants' first fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Registrants' internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
For information regarding legal, tax, regulatory, environmental or other administrative proceedings that became
reportable events or were pending in the first quarter of 2021 see:
•"Item 3. Legal Proceedings" in each Registrant's 2020 Form 10-K; and
•Notes 6, 7 and 11 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' 2020 Form 10-K.
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)-23 are incorporated herein by reference. Exhibits indicated by a [_] are filed or listed pursuant to Item 601(b)(10)(iii) of Regulation S-K.
Share Purchase Agreement, dated as of March 17, 2021, by and among PPL WPD Limited, National Grid Holdings One plc and National Grid plc. (Exhibit 2.1 to
PPL Corporation Form 8-K Report (File No. 1-11459) dated March 18, 2021)
Share Purchase Agreement, dated as of March 17, 2021, by and among PPL Energy Holdings, LLC, PPL Corporation (solely as guarantor), and National Grid USA (Exhibit 2.2 to PPL Corporation Form 8-K Report (File No. 1-11459)
dated March 18, 2021)
Assignment and Assumption Agreement, dated as of May 3, 2021, by and among PPL Energy Holdings, LLC, PPL Corporation, National Grid USA and PPL Rhode Island Holdings, LLC
£350,000,000
Facility Agreement, dated February 26, 2021, among Western Power Distribution plc, J.P. Morgan AG as Agent and the financial institutions party thereto as Original Lenders (Exhibit 10.1 to PPL Corporation Form 8-K Report (File No. 1-11459) dated March 4, 2021)
Amendment Letter, dated as of March 18, 2021, to the £210 million Multicurrency Revolving Credit Facility Agreement, dated January 13, 2016,
among Western Power Distribution plc as the Borrower, the Co-ordinators, the Arrangers, the Original Lenders and Mizuho Bank, Ltd. as Facility Agent
Amendment Letter, dated as of April 7, 2021, to the £210 million Multicurrency Revolving Credit Facility Agreement, dated January 13, 2016, among Western Power Distribution plc as the Borrower, the Co-ordinators, the Arrangers, the Original Lenders and Mizuho Bank, Ltd. as Facility Agent
Amendment
Letter, dated as of April 7, 2021, to the £50 million Facility Agreement, dated June 7, 2019, among Western Power Distribution plc as the Borrower and National Westminster Bank plc as the Original Lender and Agent
Amendment Letter, dated as of April 7, 2021, to the £845 million Multicurrency Revolving Facility Agreement, dated May 13, 2020, among Western Power Distribution (East Midlands) plc, Western Power Distribution (West Midlands) plc, Western Power Distribution (South West) plc,
and Western Power Distribution (South Wales) plc as the Borrowers, the Joint Co-ordinators, the Bookrunners, the Arrangers, the Original Lenders and Lloyds Bank plc as Facility Agent
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, for the quarterly period ended March 31, 2021, filed by the following officers for the following companies:
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, 2021, furnished by the following officers for the following companies:
Kentucky Utilities Company's principal executive officer and principal financial officer
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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.
