Bond PPL Capital Finance Inc. 3.5% ( US69352PAE34 ) in USD

PPL Capital Finance Inc.

100 % ▼

United States

US69352PAE34 ( in USD )

3.5% per year ( payment 2 times a year)

30/11/2022 - Bond has expired

Prospectus brochure of the bond PPL Capital Funding Inc US69352PAE34 in USD 3.5%, expired

1 000 USD

400 000 000 USD

69352PAE3

BBB+ ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

PPL Capital Funding Inc. is a privately held commercial real estate finance company specializing in providing bridge loans and other short-term financing solutions to real estate investors and developers across the United States.

The Bond issued by PPL Capital Finance Inc. ( United States ) , in USD, with the ISIN code US69352PAE34, pays a coupon of 3.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/11/2022

The Bond issued by PPL Capital Finance Inc. ( United States ) , in USD, with the ISIN code US69352PAE34, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by PPL Capital Finance Inc. ( United States ) , in USD, with the ISIN code US69352PAE34, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Prospectus Supplement - PPL Capital Funding, Inc.
http://www.sec.gov/Archives/edgar/data/922224/000119312512420010/...
424B2 1 d421065d424b2.htm PROSPECTUS SUPPLEMENT - PPL CAPITAL FUNDING, INC.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
File Nos. 333-180410 and 333-180410-06

Filed pursuant to Rule 424(b)(2). Based upon the registration of $400 million of Senior Notes to be offered by means of this
prospectus supplement and the accompanying prospectus under the registration statement filed March 28, 2012, a filing fee of $54,560
has been calculated in accordance with Rule 457(r). This fee has been previously transmitted to the SEC. This paragraph shall be
deemed to update the Calculation of Registration Fee table in the registration statement referred to in the second sentence above.

PROSPECTUS SUPPLEMENT
(To Prospectus dated March 28, 2012)
$400,000,000

3.50% Senior Notes due 2022
Fully and Unconditionally Guaranteed as to Payment of Principal,
Premium, if any, and Interest by
PPL Capital Funding, Inc. ("PPL Capital Funding") is offering its 3.50% Senior Notes due 2022 (the "Notes"). Interest on the
Notes will be payable semi-annually on June 1 and December 1 of each year, commencing on June 1, 2013, and at maturity, as further
described in this prospectus supplement. The Notes will mature on December 1, 2022, unless redeemed on an earlier date. We may,
at our option, redeem the Notes, in whole at any time or in part from time to time, at the redemption prices described in this
prospectus supplement under the heading "Description of the Notes--Redemption."
The Notes will be issued in registered form and available for purchase in the authorized denominations of $2,000 and integral
multiples of $1,000 in excess thereof.
PPL Capital Funding's parent, PPL Corporation, will fully and unconditionally guarantee (the "Guarantees") PPL Capital
Funding's obligations to pay principal, premium, if any, and interest on the Notes.
Investing in the Notes involves certain risks. See "Risk Factors" on page S-6 of this prospectus supplement and page 4 of
the accompanying prospectus.
These securities have not been approved or disapproved by the Securities and Exchange Commission or any state
securities commission, nor has the Securities and Exchange Commission or any state securities commission determined that
this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.

Proceeds, Before

Price to Public(1)
Underwriting Discount
Expenses, to Us(1)
Per Note

99.843%

0.650%

99.193%
Total

$399,372,000

$2,600,000

$396,772,000
(1) Plus accrued interest, if any, from the date of issuance, which is expected to be on or about October 15, 2012.
The underwriters expect to deliver the Notes to the purchasers in book-entry form only through the facilities of The Depository
Trust Company on or about October 15, 2012.
1 of 44
10/11/2012 9:18 AM

Prospectus Supplement - PPL Capital Funding, Inc.
http://www.sec.gov/Archives/edgar/data/922224/000119312512420010/...
Joint Book-Running Managers

Mitsubishi UFJ Securities
Morgan Stanley RBC Capital Markets
Wells Fargo Securities
Co-Managers

Deutsche Bank Securities

Lloyds Securities
SMBC Nikko

SunTrust Robinson Humphrey
The date of this prospectus supplement is October 10, 2012.

2 of 44
10/11/2012 9:18 AM

Prospectus Supplement - PPL Capital Funding, Inc.
http://www.sec.gov/Archives/edgar/data/922224/000119312512420010/...
Table of Contents
We have not, and the underwriters have not, authorized anyone to provide any information other than that contained in or
incorporated by reference into this prospectus supplement, the accompanying prospectus or any free writing prospectus
prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can
provide no assurance as to the reliability of, any other information that others may give you. We are not making an offer of
these securities in any jurisdiction where the offer is not permitted. You should assume that the information contained in or
incorporated by reference into this prospectus supplement, the accompanying prospectus or any free writing prospectus
prepared by or on behalf of us or to which we have referred you is accurate only as of the respective date of such document.
Our business, financial condition, results of operations and prospects may have changed since those dates.
TABLE OF CONTENTS

Page
PROSPECTUS SUPPLEMENT

ABOUT THIS PROSPECTUS SUPPLEMENT
S-1

WHERE YOU CAN FIND MORE INFORMATION
S-2

SUMMARY
S-4

RISK FACTORS
S-6

USE OF PROCEEDS
S-7

CONSOLIDATED CAPITALIZATION OF PPL CORPORATION AND SUBSIDIARIES
S-8

DESCRIPTION OF THE NOTES
S-9

UNDERWRITING
S-20
VALIDITY OF THE NOTES AND THE GUARANTEES
S-23
PROSPECTUS

ABOUT THIS PROSPECTUS
3

RISK FACTORS
4

FORWARD-LOOKING INFORMATION
5

PPL CORPORATION
7

PPL CAPITAL FUNDING, INC.
8

PPL ENERGY SUPPLY, LLC
8

PPL ELECTRIC UTILITIES CORPORATION
9

LG&E AND KU ENERGY LLC
9

LOUISVILLE GAS AND ELECTRIC COMPANY
9

KENTUCKY UTILITIES COMPANY
9

USE OF PROCEEDS
10

RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS
11

WHERE YOU CAN FIND MORE INFORMATION
13

EXPERTS
15

VALIDITY OF THE SECURITIES AND THE PPL GUARANTEES
16

As used in this prospectus supplement, the terms "we," "our" and "us" may, depending on the context, refer to PPL Capital
Funding, or to PPL Capital Funding together with PPL Corporation.

i
3 of 44
10/11/2012 9:18 AM

Prospectus Supplement - PPL Capital Funding, Inc.
http://www.sec.gov/Archives/edgar/data/922224/000119312512420010/...
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement is part of a registration statement that PPL Capital Funding and PPL Corporation have filed with the
Securities and Exchange Commission (the "SEC") utilizing a "shelf" registration process. Under this shelf process, we are offering to
sell the Notes, using this prospectus supplement and the accompanying prospectus. This prospectus supplement describes the specific
terms of this offering. The accompanying prospectus and the information incorporated by reference therein describe our business and
give more general information, some of which may not apply to this offering. Generally, when we refer only to the "prospectus," we
are referring to both parts combined. You should read this prospectus supplement together with the accompanying prospectus and the
information incorporated by reference herein and therein before making a decision to invest in the Notes. If the information in this
prospectus supplement or the information incorporated by reference into this prospectus supplement is inconsistent with the
accompanying prospectus, the information in this prospectus supplement or the information incorporated by reference into this
prospectus supplement will apply and will supersede that information in the accompanying prospectus.
Certain affiliates of PPL Capital Funding and PPL Corporation, specifically PPL Energy Supply, LLC, PPL Electric Utilities
Corporation, LG&E and KU Energy LLC, Louisville Gas and Electric Company and Kentucky Utilities Company, have also
registered their securities on the "shelf" registration statement referred to above. However, the Notes are solely obligations of PPL
Capital Funding and, to the extent of the Guarantees, PPL Corporation, and not of any of PPL Corporation's other subsidiaries. None
of PPL Energy Supply, LLC, PPL Electric Utilities Corporation, LG&E and KU Energy LLC, Louisville Gas and Electric Company or
Kentucky Utilities Company or any of PPL Corporation's other subsidiaries will guarantee or provide any credit support for the
Notes.

S-1
4 of 44
10/11/2012 9:18 AM

Prospectus Supplement - PPL Capital Funding, Inc.
http://www.sec.gov/Archives/edgar/data/922224/000119312512420010/...
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
Available Information
PPL Corporation files reports and other information with the SEC. You may obtain copies of this information by mail from the
Public Reference Room of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549, at prescribed rates. Further information
on the operation of the SEC's Public Reference Room in Washington, D.C. can be obtained by calling the SEC at 1-800-SEC-0330.
PPL Corporation maintains an Internet Web site at www.pplweb.com. On the Investor Center page of that Web site, PPL
Corporation provides access to its SEC filings free of charge, as soon as reasonably practicable after filing with the SEC. The
information at PPL Corporation's Web site is not incorporated into this prospectus supplement by reference, and you should not
consider it a part of this prospectus supplement. PPL Corporation's filings are also available at the SEC's Web site (www.sec.gov).
Incorporation by Reference
PPL Corporation will "incorporate by reference" information into this prospectus supplement by disclosing important
information to you by referring you to another document that it files separately with the SEC. The information incorporated by
reference is deemed to be part of this prospectus supplement, and later information that we file with the SEC prior to completion of
this offering will automatically update and supersede that information. This prospectus supplement incorporates by reference the
documents set forth below that have been previously filed with the SEC. These documents contain important information about PPL
Corporation.

SEC Filings
Period/Date
Annual Report on Form 10-K
Year ended December 31, 2011
Quarterly Reports on Form 10-Q
Quarters ended March 31, 2012 and June 30, 2012 (as amended)
Current Reports on Form 8-K
Filed on January 18, 2012, January 31, 2012, February 1, 2012,
February 27, 2012 (solely with respect to Item 1.01), February 29,
2012, March 27, 2012, March 28, 2012, March 29, 2012, April
13, 2012, April 16, 2012, April 19, 2012 (two separate Form 8-K
filings), April 26, 2012, May 21, 2012, June 8, 2012 (three
separate Form 8-K filings), June 14, 2012, July 12, 2012, August
24, 2012, September 20, 2012 (solely with respect to Item 8.01)
and October 5, 2012 (solely with respect to Item 8.01).
PPL Corporation's 2012 Notice of Annual Meeting and Proxy
Filed on April 3, 2012 (portions thereof incorporated by reference
Statement
into PPL Corporation's Annual Report on Form 10-K)
Additional documents that PPL Corporation files with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, between the date of this prospectus supplement and the termination of the offering of the Notes
are also incorporated herein by reference. Unless specifically stated to the contrary, none of the information that we disclose under
Item 2.02 or 7.01 of any Current Report on Form 8-K that we have furnished or may from time to time furnish with the SEC is or will
be incorporated by reference into, or otherwise included in, this prospectus supplement.

S-2
5 of 44
10/11/2012 9:18 AM

Prospectus Supplement - PPL Capital Funding, Inc.
http://www.sec.gov/Archives/edgar/data/922224/000119312512420010/...
Table of Contents
PPL Corporation will provide without charge to each person to whom a copy of this prospectus supplement has been delivered
a copy of any and all of its filings with the SEC. You may request a copy of these filings by writing or telephoning PPL Corporation
at:
Two North Ninth Street
Allentown, Pennsylvania 18101-1179
Attention: Investor Services Department
Telephone: 1-800-345-3085
We have not included or incorporated by reference any separate financial statements of PPL Capital Funding herein. We do not
consider those financial statements to be material to holders of the Notes because (1) PPL Capital Funding is a wholly-owned
subsidiary that was formed for the primary purpose of providing financing for PPL Corporation and its subsidiaries, (2) PPL Capital
Funding does not currently engage in any independent operations, (3) PPL Capital Funding does not currently plan to engage, in the
future, in more than minimal independent operations and (4) PPL Capital Funding's parent, PPL Corporation, will fully and
unconditionally guarantee PPL Capital Funding's obligations to pay principal, premium, if any, and interest on the Notes. See "PPL
Capital Funding" in the accompanying prospectus.

S-3
6 of 44
10/11/2012 9:18 AM

Prospectus Supplement - PPL Capital Funding, Inc.
http://www.sec.gov/Archives/edgar/data/922224/000119312512420010/...
Table of Contents
SUMMARY
The following summary contains information about the offering by PPL Capital Funding of its Notes. It does not contain
all of the information that may be important to you in making a decision to purchase the Notes. For a more complete
understanding of PPL Capital Funding, PPL Corporation and the offering of the Notes and the Guarantees, we urge you to
read carefully this entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference
herein, including the "Risk Factors" sections and our financial statements and the notes to those statements.
PPL Corporation
PPL Corporation, headquartered in Allentown, PA, is an energy and utility holding company that was incorporated in 1994.
Through its subsidiaries, PPL Corporation owns or controls nearly 19,000 megawatts ("MW") of generating capacity in the
United States, sells energy in key U.S. markets and delivers electricity and natural gas to approximately 10.5 million customers in
the United States and the United Kingdom.
The Offering

Issuer
PPL Capital Funding, Inc.

Guarantor
PPL Corporation

Securities Offered
$400,000,000 aggregate principal amount of PPL Capital Funding's 3.50%
Senior Notes due 2022.

Stated Maturity Date
December 1, 2022

Interest Payment Dates
Interest on the Notes will be payable semi-annually on June 1 and December 1
of each year, commencing on June 1, 2013, and at maturity, or upon earlier
redemption.

Interest Rate
3.50% per annum

Redemption
We may, at our option, redeem the Notes, in whole at any time or in part from
time to time.

If we redeem the Notes before September 1, 2022 (the date that is three months

prior to the stated maturity of the Notes (the "Stated Maturity Date")), the Notes
will be redeemed by us at a redemption price equal to the greater of:

(1) 100% of the principal amount of the Notes to be so redeemed; and

(2) the sum of the present values of the remaining scheduled payments of
principal and interest on the Notes to be so redeemed (not including any portion
of such payments of interest accrued to the date of redemption) discounted to the

date of redemption on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Adjusted Treasury Rate (as defined in this
prospectus supplement), plus 30 basis points;

S-4
7 of 44
10/11/2012 9:18 AM

Prospectus Supplement - PPL Capital Funding, Inc.
http://www.sec.gov/Archives/edgar/data/922224/000119312512420010/...
Table of Contents
plus, in either of the above cases, accrued and unpaid interest on the principal

amount being redeemed to, but not including, the date of redemption.

If we redeem the Notes on or after September 1, 2022, the Notes will be
redeemed by us at a redemption price equal to 100% of the principal amount of

the Notes to be so redeemed, plus accrued and unpaid interest on the principal
amount being redeemed to, but not including, the date of redemption. See
"Description of the Notes--Redemption."

Ranking, Guarantees
The Notes will be PPL Capital Funding's unsecured and unsubordinated
obligations and will rank equally in right of payment with PPL Capital
Funding's existing unsecured and unsubordinated indebtedness and senior in
right of payment to PPL Capital Funding's subordinated indebtedness. The Notes
will be fully and unconditionally guaranteed by PPL Corporation as to payment
of principal, premium, if any, and interest. The Guarantees will be PPL
Corporation's unsecured obligations and will rank equally in right of payment
with PPL Corporation's other unsecured and unsubordinated indebtedness.
However, because PPL Corporation is a holding company, its obligations under
the Guarantees will be effectively subordinated to existing and future liabilities
of its subsidiaries. See "Risk Factors."

Form and Denomination
The Notes will be initially issued in the form of one or more global securities,
without coupons, in denominations of $2,000 and integral multiples of $1,000 in
excess thereof, and deposited with the Trustee on behalf of The Depository
Trust Company ("DTC"), as depositary, and registered in the name of DTC or
its nominee. See "Description of the Notes--General" and "Description of the
Notes--Book-Entry Only Issuance--The Depository Trust Company."

Use of Proceeds
We expect the net proceeds from the sale of the Notes to be invested in or
loaned to subsidiaries of PPL Corporation, which will use the funds to repay
short-term debt obligations, including commercial paper borrowings, and for
general corporate purposes. See "Use of Proceeds."

Reopening of the Series
We may, without the consent of the Holders of the Notes, increase the principal
amount of the series and issue additional notes of such series having the same
ranking, interest rate, maturity and other terms as the Notes, other than the date
of issuance and, in some circumstances, the initial interest accrual date and the
initial interest payment date, if applicable. Any such additional notes may,
together with the Notes, constitute a single series of securities under the
Indenture. See "Description of the Notes--General."

Governing Law
The Notes and the Indenture are governed by the laws of the State of New York,
except to the extent the Trust Indenture Act shall be applicable.

S-5
8 of 44
10/11/2012 9:18 AM

Prospectus Supplement - PPL Capital Funding, Inc.
http://www.sec.gov/Archives/edgar/data/922224/000119312512420010/...
Table of Contents
RISK FACTORS
Before making a decision to invest in the Notes, you should carefully consider the following risk factors, as well as the other
information included in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference
into this prospectus supplement and the accompanying prospectus.
Risks Relating to PPL Corporation's Businesses
See the risk factors set forth beginning on page 21 of PPL Corporation's Annual Report on Form 10-K for the year ended
December 31, 2011 for a discussion of certain risks relating to PPL Corporation's businesses.
Risks Relating to the Notes
PPL Corporation's cash flow and ability to meet its obligations with respect to its Guarantees of the Notes largely depend on
the performance of its subsidiaries. As a result, PPL Corporation's obligations with respect to its Guarantees of the Notes
will be effectively subordinated to all existing and future liabilities of its subsidiaries.
PPL Corporation is a holding company and conducts its operations primarily through subsidiaries. Substantially all of its
consolidated assets are held by such subsidiaries. Accordingly, its cash flow and its ability to meet its obligations under its
Guarantees of the Notes are largely dependent upon the earnings of these subsidiaries and the distribution or other payment of such
earnings to it in the form of dividends, loans or advances or repayment of loans and advances from it. The subsidiaries are separate
and distinct legal entities and have no obligation to pay any amounts due on the Notes or to make any funds available for such
payment.
Because PPL Corporation is a holding company, its obligations with respect to the Notes will be effectively subordinated to all
existing and future liabilities of its subsidiaries. Therefore, its rights and the rights of its creditors, including rights of a holder of any
Note, to participate in the assets of any subsidiary in the event that such a subsidiary is liquidated or reorganized will be subject to
the prior claims of such subsidiary's creditors. To the extent that PPL Corporation may be a creditor with recognized claims against
any such subsidiary, its claims would still be effectively subordinated to any security interest in, or mortgages or other liens on, the
assets of the subsidiary and would be subordinated to any indebtedness or other liabilities of the subsidiary senior to that held by it.
Although certain agreements to which PPL Corporation's subsidiaries are parties limit the ability to incur additional indebtedness,
PPL Corporation and its subsidiaries retain the ability to incur substantial additional indebtedness and other liabilities.
The debt agreements of some of PPL Corporation's subsidiaries contain provisions that might restrict their ability to pay
dividends, make distributions or otherwise transfer funds to PPL Corporation upon failing to meet certain financial tests or other
conditions prior to the payment of other obligations, including operating expenses, debt service and reserves. PPL Corporation
currently believes that all of its subsidiaries are in compliance with such tests and conditions. Further, if PPL Corporation elects to
receive distributions of earnings from its foreign operations, PPL Corporation may incur United States taxes, net of any available
foreign tax credits, on such amounts. Distributions to PPL Corporation from its international projects are, in some countries, also
subject to withholding taxes.
An active trading market for the Notes may not develop.
The Notes are a new issue of securities with no established trading market. We cannot assure that an active trading market for
the Notes will develop. There can be no assurances as to the liquidity of any market that may develop for the Notes, the ability of
holders to sell their Notes or the price at which the holders will be able to sell their Notes. Future trading prices of the Notes will
depend on many factors including, among other things, prevailing interest rates, our operating results and the market for similar
securities.

S-6
9 of 44
10/11/2012 9:18 AM

Prospectus Supplement - PPL Capital Funding, Inc.
http://www.sec.gov/Archives/edgar/data/922224/000119312512420010/...
Table of Contents
USE OF PROCEEDS
We expect the net proceeds of this offering to be approximately $396.0 million, after the payment of the underwriting discount
and our estimated offering expenses. We expect the net proceeds from the sale of the Notes to be invested in or loaned to subsidiaries
of PPL Corporation, which will use the funds to repay short-term debt obligations, including commercial paper borrowings, and for
general corporate purposes.

S-7
10 of 44
10/11/2012 9:18 AM