Obbligazione PPL Capital Finance Inc. 5% ( US69352PAJ21 ) in USD

PPL Capital Finance Inc.

100 USD ▲

Stati Uniti

US69352PAJ21 ( in USD )

5% per anno ( pagato 2 volte l'anno)

14/03/2044

Prospetto opuscolo dell'obbligazione PPL Capital Funding Inc US69352PAJ21 en USD 5%, scadenza 14/03/2044

1 000 USD

400 000 000 USD

69352PAJ2

BBB+ ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

15/03/2026 ( In 33 giorni )

PPL Capital Funding Inc. è una società di finanziamento a capitale privato che fornisce soluzioni di finanziamento a breve termine a piccole e medie imprese (PMI) negli Stati Uniti, focalizzandosi su prestiti ponte, finanziamenti per l'acquisizione di immobili commerciali e finanziamenti per capitale circolante.

The Obbligazione issued by PPL Capital Finance Inc. ( United States ) , in USD, with the ISIN code US69352PAJ21, pays a coupon of 5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 14/03/2044

The Obbligazione issued by PPL Capital Finance Inc. ( United States ) , in USD, with the ISIN code US69352PAJ21, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by PPL Capital Finance Inc. ( United States ) , in USD, with the ISIN code US69352PAJ21, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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CALCULATION OF REGISTRATION FEE

Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

per Unit

Offering Price
Registration Fee (1)
3.95% Senior Notes due 2024

$350,000,000
99.672%

$348,852,000
$44,392.14
5.00% Senior Notes due 2044

$400,000,000
99.876%

$399,504,000
$51,456.12
Total

$96,388.25

(1) Calculated in accordance with Rule 457(r) of the Securities Act, as amended.
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Filed Pursuant to Rule 424(b)(2)
File Nos. 333-180410 and 333-180410-06

PROSPECTUS SUPPLEMENT
(To Prospectus dated March 28, 2012)
$750,000,000

$350,000,000 3.95% Senior Notes due 2024
$400,000,000 5.00% Senior Notes due 2044
Fully and Unconditionally Guaranteed as to Payment of Principal,
Premium, if any, and Interest by
The selling securityholders listed under the heading "Selling Securityholders" are offering to sell $350,000,000 aggregate principal amount of 3.95% Senior Notes due 2024 (the
"2024 Notes") and $400,000,000 aggregate principal amount of 5.00% Senior Notes due 2044 (the "2044 Notes" and, together with the 2024 Notes, the "Notes") of PPL Capital
Funding, Inc. 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. We will not receive any of the proceeds from the sale of the Notes being sold in this offering.
The 2024 Notes will bear interest at the rate of 3.95% and the 2044 Notes will bear interest at the rate of 5.00%. Interest on the Notes will be payable semi-annually on
March 15 and September 15 of each year, commencing on September 15, 2014, and at maturity, as further described in this prospectus supplement. The 2024 Notes will mature on
March 15, 2024 and the 2044 Notes will mature on March 15, 2044, unless redeemed on an earlier date. We may, at our option, redeem either series of Notes, in whole at any time
or in part from time to time on or after March 15, 2016, 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.

Proceeds, Before
Expenses, to Selling

Price to Public
Underwriting Discount
Securityholders(1)
Per 2024 Note

99.672%
0.650%
99.022%
Per 2044 Note

99.876%
0.875%
99.001%
Total
$
750,000,000
$5,775,000
$742,581,000
(1) Plus accrued interest, if any, from the date of issuance, which is expected to be on or about March 10, 2014.
The selling securityholders have agreed to purchase $350,000,000 principal amount of 2.189% Junior Subordinated Notes due 2017 (the "2017 Junior Notes") and $400,000,000
principal amount of 3.184% Junior Subordinated Notes due 2019 of PPL Capital Funding, Inc. (the "2019 Junior Notes" and, together with the 2017 Junior Notes, the "Junior
Notes") in connection with the remarketing of the Junior Notes pursuant to the Purchase Contract and Pledge Agreement, dated as of April 15, 2011, between PPL Corporation
and The Bank of New Mel on, as purchase contract agent, col ateral agent, custodial agent and securities intermediary (the "Purchase Contract and Pledge Agreement") and wil
sel the Junior Notes to us on or about March 10, 2014 in exchange for the Notes and a cash payment. The sum of the amount received by the selling securityholders for the Notes
offered hereby and the amount of cash the selling securityholders receive from us in the foregoing exchange will equal the purchase price of the Junior Notes that the selling
securityholders are purchasing in the remarketing.
Investing in the Notes involves certain risks. See "Risk Factors" on page S-4 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.
The underwriters expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company on or about March 10, 2014.
Joint Book-Running Managers

BofA Merrill Lynch

Credit Suisse
J.P. Morgan

Morgan Stanley

Barclays

BNP PARIBAS

Scotiabank

UBS Investment Bank

Wells Fargo Securities
Senior Co-Managers

BNY Mellon Capital Markets, LLC

Lloyds Securities
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Co-Managers

CIBC

KeyBanc Capital Markets
PNC Capital Markets LLC
Santander

SunTrust Robinson Humphrey
US Bancorp
The Williams Capital Group L.P
The date of this prospectus supplement is March 5, 2014.
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Neither we, the underwriters nor the selling securityholders have 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, the underwriters and the selling
securityholders 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 and the underwriters 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

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
WHERE YOU CAN FIND MORE INFORMATION
S-iii
SUMMARY
S-1

RISK FACTORS
S-4

USE OF PROCEEDS
S-5

CONSOLIDATED CAPITALIZATION OF PPL CORPORATION AND SUBSIDIARIES
S-6

DESCRIPTION OF THE NOTES
S-7

SELLING SECURITYHOLDERS
S-18
CERTAIN UNITED STATES FEDERAL INCOME AND ESTATE TAX CONSEQUENCES OF THE NOTES
S-19
UNDERWRITING (CONFLICTS OF INTEREST)
S-23
VALIDITY OF THE NOTES AND THE GUARANTEES
S-27
As used in this prospectus supplement, the terms "we," "our" and "us" may, depending on the context, refer to PPL Capital
Funding, Inc. ("PPL Capital Funding"), or to PPL Capital Funding together with PPL Corporation.

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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.

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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
Filed on February 24, 2014
Current Reports on Form 8-K
Filed on February 28, 2014 and March 5, 2014
PPL Corporation's 2013 Notice of Annual Meeting and Proxy
Filed on April 4, 2013 (portions thereof incorporated by
Statement
reference into PPL Corporation's Annual Report on Form
10-K for the year ended December 31, 2012)
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.
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

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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.

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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 delivers electricity to customers in the U.K., Pennsylvania, Kentucky, Virginia and
Tennessee; delivers natural gas to customers in Kentucky; generates electricity from power plants in the northeastern,
northwestern and southeastern U.S.; and markets wholesale or retail energy primarily in the northeastern and northwestern
portions of the U.S.
The Offering

Issuer
PPL Capital Funding, Inc.
Guarantor
PPL Corporation
Securities Offered
$350,000,000 aggregate principal amount of PPL Capital Funding's 3.95% Senior
Notes due 2024 (the "2024 Notes").

$400,000,000 aggregate principal amount of PPL Capital Funding's 5.00% Senior
Notes due 2044 (the "2044 Notes").
Stated Maturity Date
2024 Notes: March 15, 2024.
2044 Notes: March 15, 2044.
Interest Payment Dates
Interest on the Notes will be payable semi-annually on March 15 and September
15 of each year, commencing on September 15, 2014, and at maturity, or upon
earlier redemption.
Interest Rate
2024 Notes: From and including March 10, 2014 until maturity at the rate of 3.95%
per annum.

2044 Notes: From and including March 10, 2014 until maturity at the rate of 5.00%
per annum.
Redemption
We may, at our option, redeem the Notes, in whole at any time or in part from time
to time on or after March 15, 2016.
If we redeem the 2024 Notes on or after March 15, 2016 and before December 15,
2023 (the date that is three months prior to the Stated Maturity Date of the 2024
Notes) or the 2044 Notes on or after March 15, 2016 and before September 15,
2043 (the date that is six

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months prior to the Stated Maturity Date of the 2044 Notes) such 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 20 basis points in the case of the 2024 Notes, and 20 basis points
in the case of the 2044 Notes,

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 2024 Notes on or after December 15, 2023 or the 2044 Notes on
or after September 15, 2043, such 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
The Notes offered by this prospectus supplement are being sold for the accounts of
the selling securityholders named in this prospectus

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supplement. Any proceeds from the sale of these Notes will be received by the
selling securityholders for their own accounts, and we will not receive any
proceeds from the sale of any of the Notes offered by this prospectus supplement.
Reopening of the Series
We may, without the consent of the Holders of the Notes and subject to certain
limitations, increase the principal amount of a series of Notes and issue additional
Notes of such series having the same ranking, interest rate, maturity and other terms
as the Notes of such series, other than the public offering price, 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 outstanding Notes of such series, 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.
Conflicts of Interest
Each of the Joint Book-Running Managers and Senior Co-Managers listed on the
cover page of this prospectus supplement will receive 5% or more of the proceeds
of this offering. Accordingly, this offering is being conducted in compliance with
the provisions FINRA Rule 5121. Such entities are not permitted to sell the Notes
in this offering to an account over which they exercise discretionary authority
without prior specific written approval of the customer to which the account
relates.

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