Obligation PPL Capital Finance Inc. 3.4% ( US69352PAF09 ) en USD

PPL Capital Finance Inc.

100 % ▼

Etas-Unis

US69352PAF09 ( en USD )

3.4% par an ( paiement semestriel )

31/05/2023 - Obligation échue

Prospectus brochure de l'obligation PPL Capital Funding Inc US69352PAF09 en USD 3.4%, échue

1 000 USD

600 000 000 USD

69352PAF0

BBB+ ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

PPL Capital Funding Inc. est une société de financement basée aux États-Unis qui fournit des solutions de financement aux petites et moyennes entreprises (PME), se concentrant principalement sur le financement commercial, les prêts-relais et le financement par anticipation de factures.

L'Obligation émise par PPL Capital Finance Inc. ( Etas-Unis ) , en USD, avec le code ISIN US69352PAF09, paye un coupon de 3.4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/05/2023

L'Obligation émise par PPL Capital Finance Inc. ( Etas-Unis ) , en USD, avec le code ISIN US69352PAF09, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par PPL Capital Finance Inc. ( Etas-Unis ) , en USD, avec le code ISIN US69352PAF09, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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CALCULATION OF REGISTRATION FEE

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

Registered

Per Unit

Offering Price

Fee (1)

1.90% Senior Notes due 2018

$
250,000,000

99.900%
$249,750,000 $ 34,065.90
3.40% Senior Notes due 2023

$
600,000,000

99.705%
$598,230,000 $ 81,598.57
4.70% Senior Notes due 2043

$
300,000,000

99.648%
$298,944,000 $ 40,775.96
Total

$ 1,150,000,000

$ 156,440.43

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, 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)
$1,150,000,000

PPL Capital Funding, Inc.
$250,000,000 1.90% Senior Notes due 2018
$600,000,000 3.40% Senior Notes due 2023
$300,000,000 4.70% Senior Notes due 2043
Fully and Unconditionally Guaranteed as to Payment of Principal,
Premium, if any, and Interest by
PPL Corporation
The selling securityholders listed under the heading "Selling Securityholders" are offering to sell $250,000,000 aggregate principal amount of 1.90% Senior Notes due 2018 (the "2018 Notes"), $600,000,000 aggregate
principal amount of 3.40% Senior Notes due 2023 (the "2023 Notes") and $300,000,000 aggregate principal amount of 4.70% Senior Notes due 2043 (the "2043 Notes" and, together with the 2018 Notes and the 2023 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 2018 Notes will bear interest at the rate of 1.90%, the 2023 Notes will bear interest at the rate of 3.40% and the 2043 Notes will bear interest at the rate of 4.70%. Interest on the Notes will be payable semi-annually
on June 1 and December 1 of each year, commencing on December 1, 2013, and at maturity, as further described in this prospectus supplement. The 2018 Notes will mature on June 1, 2018, the 2023 Notes will mature on
June 1, 2023 and the 2043 Notes will mature on June 1, 2043, unless redeemed on an earlier date. We may, at our option, redeem any series of Notes, in whole at any time or in part from time to time on or after July 1, 2015, 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 2018 Note

99.900%

0.600%

99.300%
Per 2023 Note

99.705%

0.650%

99.055%
Per 2043 Note

99.648%

0.875%

98.773%
Total

$ 1,146,924,000
$
8,025,000.00
$
1,138,899,000
(1) Plus accrued interest, if any, from the date of issuance, which is expected to be on or about May 24, 2013.
The selling securityholders have agreed to purchase $300,000,000 principal amount of 2.04% Junior Subordinated Notes due 2016 (the "2016 Junior Notes") and $850,000,000 principal amount of 2.77% Junior
Subordinated Notes due 2018 of PPL Capital Funding, Inc. (the "2018 Junior Notes" and, together with the 2016 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 June 28, 2010, 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 will sell the Junior Notes to us on or about May 24, 2013 in exchange for the Notes and a cash payment. The sum of the amount received by the sel ing 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 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 May 24, 2013.
Joint Book-Running Managers

BofA Merrill Lynch

Credit Suisse

RBS

Wells Fargo Securities

Barclays

J.P. Morgan

Morgan Stanley

UBS Investment Bank
Senior Co-managers

KeyBanc Capital Markets

RBC Capital Markets

Scotiabank
Co-Managers

BNY Mellon Capital Markets, LLC

CIBC

Credit Agricole CIB

Lloyds Securities

PNC Capital Markets LLC

SunTrust Robinson Humphrey

US Bancorp
The date of this prospectus supplement is May 21, 2013.
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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

Page
ABOUT THIS PROSPECTUS SUPPLEMENT

ii

WHERE YOU CAN FIND MORE INFORMATION

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-19
CERTAIN UNITED STATES FEDERAL INCOME AND ESTATE TAX CONSEQUENCES OF THE NOTES

S-20
UNDERWRITING (CONFLICTS OF INTEREST)

S-24
VALIDITY OF THE NOTES AND THE GUARANTEES

S-28
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 28, 2013
Quarterly Report on Form 10-Q

Filed on May 3, 2013
Current Reports on Form 8-K
Filed on January 2, 2013, January 14, 2013, January 25, 2013 (solely with
respect to Item 5.02), February 11, 2013, February 13, 2013, March 15, 2013,

March 18, 2013 and May 20, 2013.
PPL Corporation's 2013 Notice of Annual Meeting and Proxy Statement
Filed on April 4, 2013 (portions thereof incorporated by reference 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.
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 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
$250,000,000 aggregate principal amount of PPL Capital Funding's 1.90% Senior Notes due 2018
(the "2018 Notes").

$600,000,000 aggregate principal amount of PPL Capital Funding's 3.40% Senior Notes due 2023

(the "2023 Notes").
$300,000,000 aggregate principal amount of PPL Capital Funding's 4.70% Senior Notes due 2043

(the "2043 Notes").
Stated Maturity Date

2018 Notes: June 1, 2018.

2023 Notes: June 1, 2023.

2043 Notes: June 1, 2043.
Interest Payment Dates
Interest on the Notes will be payable semi-annually on June 1 and December 1 of each year,

commencing on December 1, 2013, and at maturity, or upon earlier redemption.
Interest Rate
2018 Notes: From and including May 24, 2013 until maturity at the rate of 1.90% per annum.

2023 Notes: From and including May 24, 2013 until maturity at the rate of 3.40% per annum.

2043 Notes: From and including May 24, 2013 until maturity at the rate of 4.70% 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

July 1, 2015.

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If we redeem the 2018 Notes on or after July 1, 2015 and before
May 1, 2018 (the date that is one month prior to the Stated Maturity
Date of the 2018 Notes), the 2023 Notes on or after July 1, 2015 and
before March 1, 2023 (the date that is three months prior to the Stated
Maturity Date of the 2023 Notes) or the 2043 Notes on or after July 1,
2015 and before December 1, 2042 (the date that is six months prior
to the Stated Maturity Date of the 2043 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 2018 Notes, 25 basis points in the case of the 2023 Notes and 25 basis
points in the case of the 2043 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 2018 Notes on or after May 1, 2018, the 2023 Notes on or after March 1, 2023 or
the 2043 Notes on or after December 1, 2042, 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

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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 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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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 22 of PPL Corporation's Annual Report on Form 10-K for the year ended December 31, 2012 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.
Each series of 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.

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