Obligation PPL Capital Finance Inc. 3.1% ( US69352PAL76 ) en USD

PPL Capital Finance Inc.

97.785 % ▼

Etas-Unis

US69352PAL76 ( en USD )

3.1% par an ( paiement semestriel )

14/05/2026

Prospectus brochure de l'obligation PPL Capital Funding Inc US69352PAL76 en USD 3.1%, échéance 14/05/2026

1 000 USD

650 000 000 USD

69352PAL7

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

15/05/2026 ( Dans 95 jours )

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 US69352PAL76, paye un coupon de 3.1% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/05/2026

L'Obligation émise par PPL Capital Finance Inc. ( Etas-Unis ) , en USD, avec le code ISIN US69352PAL76, a été notée Baa1 ( 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 US69352PAL76, 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

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)
3.100% Senior Notes due 2026

$650,000,000

99.872%

$649,168,000

$65,371.22

(1) Calculated in accordance with Rule 457(r) of the Securities Act, as amended.
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration Nos. 333-202290 and 333-202290-5

PROSPECTUS SUPPLEMENT
(To Prospectus dated February 25, 2015)

$650,000,000

PPL Capital Funding, Inc.

3.100% Senior Notes due 2026
Fully and Unconditionally Guaranteed as to Payment of Principal,
Premium, if any, and Interest by
PPL Corporation

PPL Capital Funding, Inc. ("PPL Capital Funding") is offering its 3.100% Senior Notes due 2026 (the "Notes"). Interest on the Notes will be
payable semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2016, and at maturity, as further
described in this prospectus supplement. The Notes will mature on May 15, 2026, 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 applicable redemption price 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-3 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.
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Price to
Underwriting
Proceeds, Before

Public

Discount

Expenses, to Us(1)
Per Note

99.872%

0.650%

99.222%
Total

$649,168,000
$4,225,000

$644,943,000

(1) Plus accrued interest, if any, from the date of issuance, which is expected to be on or about May 17, 2016.

The underwriters expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company on or about
May 17, 2016.

Joint Book-Running Managers
Barclays
Credit Suisse
MUFG
Wells Fargo Securities

Co-Managers

BNY Mellon Capital Markets, LLC

CIBC Capital Markets

UBS Investment Bank
US Bancorp

The date of this prospectus supplement is May 12, 2016.
Table of Contents
Neither we nor the underwriters 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 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 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

ii
WHERE YOU CAN FIND MORE INFORMATION

ii
SUMMARY
S-1
RISK FACTORS
S-3
USE OF PROCEEDS
S-4
CONSOLIDATED CAPITALIZATION OF PPL CORPORATION AND SUBSIDIARIES
S-5
DESCRIPTION OF THE NOTES
S-6
CERTAIN U.S. FEDERAL INCOME AND ESTATE TAX CONSEQUENCES
S-17
UNDERWRITING
S-21
VALIDITY OF THE NOTES AND THE GUARANTEES
S-25

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
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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
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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 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 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.

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).

ii
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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, 2015, filed on February 19, 2016
Quarterly Report on Form 10-Q
Quarter ended March 31, 2016, filed on April 29, 2016
Current Reports on Form 8-K
Filed on March 10, 2016
PPL Corporation's 2016 Notice of Annual Meeting and Proxy Statement
Filed on April 12, 2016 (portions thereof incorporated by reference
into PPL Corporation's Annual Report on Form 10-K for the year
ended December 31, 2015)

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: Shareowner 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
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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, Pennsylvania, is a utility holding company that was incorporated in 1994. PPL, through
its regulated utility subsidiaries, delivers electricity to customers in the U.K., Pennsylvania, Kentucky, Virginia and Tennessee; delivers
natural gas to customers in Kentucky; and generates electricity from power plants in Kentucky.

The Offering

Issuer
PPL Capital Funding, Inc.

Guarantor
PPL Corporation

Securities Offered
$650,000,000 aggregate principal amount of PPL Capital Funding's 3.100% Senior
Notes due 2026 (the "Notes").

Stated Maturity Date
May 15, 2026.

Interest Payment Dates
Interest on the Notes will be payable semi-annually in arrears on May 15 and
November 15 of each year, commencing on November 15, 2016, and at maturity, or
upon earlier redemption.

Interest Rate
From and including May 17, 2016 until maturity at the rate of 3.100% 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 February 15, 2026 (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 25 basis points;

S-1
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plus, in either of the above cases, accrued and unpaid interest on the principal amount of

the Notes being redeemed to, but not including, the date of redemption

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If we redeem the Notes on or after February 15, 2026, 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 of the Notes 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 and subject to certain
limitations, 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 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 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-2
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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 17 of PPL Corporation's Annual Report on Form 10-K for the year ended December 31, 2015
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
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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 nevertheless
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 their 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-3
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USE OF PROCEEDS

We expect the net proceeds from this offering to be approximately $644 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-4
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CONSOLIDATED CAPITALIZATION OF PPL CORPORATION AND SUBSIDIARIES

The following table sets forth the historical unaudited consolidated capitalization of PPL Corporation and its consolidated subsidiaries as of
March 31, 2016:

· on an actual basis; and

· on an as adjusted basis to give effect to the issuance of the Notes in this offering as described herein.

This table should be read in conjunction with the consolidated financial statements of PPL Corporation and its consolidated subsidiaries, the
notes related thereto and the financial and operating data incorporated by reference into this prospectus supplement and the accompanying
prospectus.

As of March 31, 2016

Actual
As Adjusted

(in millions)

Long-term debt(1)

$18,074
$ 18,074
Notes offered hereby

--

650

Total long-term debt

18,074

18,724
Total equity

9,762

9,762

Total capitalization

$27,836
$ 28,486

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(1) Long-term debt excludes $485 million of long-term debt due within one year as of March 31, 2016.

S-5
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DESCRIPTION OF THE NOTES

The following summary description sets forth certain terms and provisions of the Notes that are being offered by this prospectus supplement.
Because this description is a summary, it does not describe every aspect of the Notes or the Indenture under which the Notes will be issued, as
described below. The Indenture is filed as an exhibit to the registration statement of which the accompanying prospectus is a part. The Indenture
and its associated documents contain the full legal text of the matters described in this section. This summary is subject to and qualified in its
entirety by reference to all of the provisions of the Notes and the Indenture, including definitions of certain terms used in the Indenture. We also
include references in parentheses to certain sections of the Indenture. Whenever we refer to particular sections or defined terms of the Indenture in
this prospectus supplement, such sections or defined terms are incorporated by reference herein. The Indenture has been qualified under the Trust
Indenture Act, and you should refer to the Trust Indenture Act for provisions that apply to the Notes.

General

PPL Capital Funding will issue the Notes as a series of debt securities under an Indenture, dated as of November 1, 1997 (as such indenture
has been and may be amended and supplemented from time to time, the "Indenture"), among PPL Capital Funding, PPL Corporation and The
Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), as trustee (the
"Trustee"). We may issue an unlimited amount of Notes or other securities under the Indenture. The Notes and all other debt securities issued
previously or hereafter under the Indenture are collectively referred to herein as the "Indenture Securities."

The Notes will be unsecured and unsubordinated obligations of PPL Capital Funding 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 (the "Guarantees") 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.

The Notes will be issued in fully registered form only, without coupons. The Notes will be initially represented by one or more fully
registered global securities (the "Global Securities") deposited with the Trustee, as custodian for DTC, as depositary, and registered in the name of
DTC or DTC's nominee. A beneficial interest in a Global Security will be shown on, and transfers or exchanges thereof will be effected only
through, records maintained by DTC and its participants, as described below under "--Book-Entry Only Issuance--The Depository Trust
Company." The authorized denominations of the Notes will be $2,000 and any larger amount that is an integral multiple of $1,000. Except in
limited circumstances described below, the Notes will not be exchangeable for Notes in definitive certificated form.

The Notes are initially being offered in one series in the principal amount of $650,000,000. 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 (other than the price to public, the date of issuance and, in some circumstances, the initial interest accrual date and the initial interest
payment date, if applicable) as the Notes, provided that any such additional notes either shall be fungible with the original Notes for federal income
tax purposes or shall be issued under a different CUSIP. Any such additional notes may, together with the Notes, constitute a single series of
securities under the Indenture. The Notes and any additional notes of the same series having the same terms as the Notes offered hereby
subsequently issued under the Indenture will be treated as a single series for all purposes under the Indenture, including, without limitation, voting
waivers and amendments.

S-6
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Principal and Interest

The Notes will mature on May 15, 2026 (the "Stated Maturity Date") and will bear interest from the date of original issuance until maturity
at the rate of 3.100% per annum. Interest on the Notes will be payable semi-annually in arrears on May 15 and November 15 of each year (each, an
"Interest Payment Date"), commencing on November 15, 2016, and at maturity, whether at the Stated Maturity Date, upon redemption, or
otherwise ("Maturity"). Subject to certain exceptions, the Indenture provides for the payment of interest on an Interest Payment Date only to
persons in whose names the Notes are registered at the close of business on the Regular Record Date, which will be May 1 and November 1
(whether or not a Business Day), as the case may be, immediately preceding the applicable Interest Payment Date; except that interest payable at
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Maturity will be paid to the person to whom principal is paid. Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day
months, and with respect to any period less than a full calendar month, on the basis of the actual number of days elapsed during the period.

Payment

So long as the Notes are registered in the name of DTC, as depositary for the Notes as described herein under "--Book-Entry Only Issuance
--The Depository Trust Company" or DTC's nominee, payments on the Notes will be made as described therein.

If we default in paying interest on a Note, we will pay such interest either

· on a special record date fixed by the Trustee between 10 and 15 days before the payment; or

· in any other lawful manner of payment that is consistent with the requirements of any securities exchange on which the Notes may be

listed for trading if deemed practicable by the Trustee. (See Section 307.)

We will pay principal, premium, if any, and interest on the Notes at Maturity upon presentation of the Notes at the corporate trust office of
The Bank of New York Mellon in New York, New York, as our Paying Agent. In our discretion, we may change the place of payment on the
Notes, and we may remove any Paying Agent and may appoint one or more additional Paying Agents (including us or any of our affiliates). (See
Section 602.)

If any Interest Payment Date, Redemption Date or the Maturity of a Note falls on a day that is not a Business Day, the required payment of
principal, premium, if any, and/or interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no
interest will accrue on such payment for the period from and after such Interest Payment Date, Redemption Date or the Maturity, as the case may
be, to the date of such payment on the next succeeding Business Day. "Business Day" means any day, other than a Saturday or Sunday, that is not a
day on which banking institutions or trust companies are generally authorized or required by law, regulation or executive order to close in The City
of New York or other city in which any Paying Agent for the Notes is located. (See Section 113.)

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 February 15,
2026 (the date that is three months prior to 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) as determined by the Quotation Agent, 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 Redemption
Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 25 basis points;

plus, in either of the above cases, accrued and unpaid interest on the principal amount of the Notes being redeemed to, but not including, the
Redemption Date.

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If we redeem the Notes on or after February 15, 2026, 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 of the Notes being redeemed to, but not including,
the Redemption Date.

For purposes of calculating the redemption price, the following terms will have the meanings set forth below:

"Adjusted Treasury Rate" means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for that Redemption Date.

"Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated
maturity comparable to the remaining term of the Notes to the Stated Maturity Date that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of
the Notes.

"Comparable Treasury Price" means, with respect to any Redemption Date:

· the average of five Reference Treasury Dealer Quotations for that Redemption Date, after excluding the highest and lowest Reference

Treasury Dealer Quotations; or

· if the Quotation Agent obtains fewer than five Reference Treasury Dealer Quotations, the average of all of those quotations received.
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"Quotation Agent" means one of the Reference Treasury Dealers appointed by us.

"Reference Treasury Dealer" means:

· each of Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Wells Fargo Securities, LLC and a primary treasury dealer selected by
Mitsubishi UFJ Securities (USA), Inc., respectively, and their respective successors, unless any of them ceases to be a primary U.S.

government securities dealer in the United States (a "Primary Treasury Dealer"), in which case we will substitute another Primary
Treasury Dealer; and

· any other Primary Treasury Dealer selected by us.

"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount), as provided to the Quotation Agent by that Reference Treasury Dealer at 3:00 p.m., New York City time, on the third business
day preceding that Redemption Date.

The Notes will not be subject to a sinking fund or other mandatory redemption and will not be repayable at the option of the Holder of a Note
prior to the Stated Maturity Date.

Notes will be redeemable upon notice by mail (or, in the case of Global Securities, in accordance with DTC's applicable policies and
procedures) between 10 and 60 days prior to the Redemption Date. If less than all of the Notes are to be redeemed, the Trustee will select the Notes
for redemption in such manner as it deems fair and appropriate (or, in the case of Global Securities, in accordance with DTC's applicable policies
and procedures). (See Sections 403 and 404.)

Notes called for redemption will cease to bear interest on the Redemption Date. We will pay the redemption price and any accrued interest
once you surrender the Note for redemption. (See Section 405.) If only part of a Note is redeemed, the Trustee will deliver to you a new Note for
the remaining portion without charge. (See Section 406.)

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Upon giving notice of redemption, PPL Capital Funding may make any redemption at its option conditional upon the receipt by the Paying
Agent, on or prior to the date fixed for redemption, of money sufficient to pay the redemption price. If the Paying Agent has not received such
money by the date fixed for redemption, such redemption notice shall be of no force and effect and we will not be required to redeem such Notes.
(See Section 404.)

Form; Transfers; Exchanges

So long as the Notes are registered in the name of DTC, as depositary for the Notes as described herein under "--Book-Entry Only Issuance
--The Depository Trust Company" or DTC's nominee, transfers and exchanges of beneficial interests in the Notes will be made as described
therein. In the event that the book-entry only system is discontinued, and the Notes are issued in certificated form, you may exchange or transfer
Notes at the corporate trust office of the Trustee. Notes presented or surrendered for registration of transfer or for exchange shall (if so required by
us or the Trustee) be duly endorsed or shall be accompanied by a written instrument of transfer in the form satisfactory to us and the Trustee, duly
executed by the Holder thereof or his attorney duly authorized in writing. The Trustee acts as our agent for registering Notes in the names of
Holders and transferring debt securities. We may appoint another agent or act as our own agent for this purpose. The entity performing the role of
maintaining the list of registered Holders is called the "Security Registrar." It will also perform transfers. In our discretion, we may change the
place for registration of transfer of the Notes and may remove and/or appoint one or more additional Security Registrars (including us or any of our
affiliates). (See Sections 305 and 602.)

There will be no service charge for any transfer or exchange of the Notes, but you may be required to pay a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. We may block the transfer or exchange of (1) Notes during a period of 15 days prior
to giving any notice of redemption or (2) any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being
redeemed in part. (See Section 305.)

Guarantees

PPL Corporation will fully and unconditionally guarantee the payment of principal, premium, if any, and any interest on the Notes, when due
and payable, whether at the Stated Maturity Date, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of
the Notes and the Indenture. The Guarantees will remain in effect until the entire principal, premium, if any, and interest on the Notes has been
paid in full or otherwise discharged in accordance with the provisions of the Indenture. (See Article Fourteen.)

Events of Default

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An "Event of Default" with respect to the Notes will occur if:

· we do not pay any interest on any Note within 30 days of the due date;

· we do not pay principal or premium, if any, on any Note on its due date;

· we remain in breach of a covenant (excluding covenants solely applicable to a specific series other than the Notes) or warranty of the
Indenture for 90 days after we receive a written notice of default stating we are in breach and requiring remedy of the breach; the notice

must be sent by either the Trustee or Holders of 25% of the aggregate principal amount of the outstanding Indenture Securities of the
affected series; the Trustee or such Holders can agree to extend the 90-day period and such an agreement to extend will be automatically
deemed to occur if we are diligently pursuing action to correct the default;

· PPL Corporation's Guarantees of the Notes cease to be effective (except in accordance with their terms), are found in any judicial

proceeding to be unenforceable or invalid, or are denied or disaffirmed (except in accordance with their terms); or

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· we file for bankruptcy or certain other similar events in bankruptcy, insolvency, receivership or reorganization occur.

(See Section 801.)

No Event of Default with respect to the Notes necessarily constitutes an Event of Default with respect to the Indenture Securities of any other
series issued under the Indenture.

Remedies

Acceleration

Any One Series. If an Event of Default occurs and is continuing with respect to any one series of Indenture Securities, then either the
Trustee or the Holders of 25% in principal amount of the outstanding Indenture Securities of such series may declare the principal amount of all of
the Indenture Securities of such series to be due and payable immediately.

More Than One Series. If an Event of Default occurs and is continuing with respect to more than one series of Indenture Securities, then
either the Trustee or the Holders of 25% of the aggregate principal amount of the outstanding Indenture Securities of all such series, considered as
one class, may make such declaration of acceleration. Thus, if there is more than one series affected, the action by the Holders of 25% of the
aggregate principal amount of the outstanding Indenture Securities of any particular series will not, in itself, be sufficient to make a declaration of
acceleration. (See Section 802.)

Rescission of Acceleration

After the declaration of acceleration has been made and before the Trustee has obtained a judgment or decree for payment of the money due,
such declaration and its consequences will be rescinded and annulled, if

· we pay or deposit with the Trustee a sum sufficient to pay:

· all overdue interest;

· the principal of and any premium on the Notes which have become due otherwise than by such declaration of acceleration and interest

thereon;

· interest on overdue interest to the extent lawful; and

· all amounts due to the Trustee under the Indenture; and

· all Events of Default, other than the nonpayment of the principal which has become due solely by such declaration of acceleration, have

been cured or waived as provided in the Indenture.

No such rescission shall affect any subsequent Event of Default or impair any right consequent thereon. (See Section 802.) For more
information as to waiver of defaults, see "--Waiver of Default and of Compliance" below.

Control by Holders; Limitations

Subject to the Indenture, if an Event of Default with respect to the Indenture Securities of any one series occurs and is continuing, the Holders
of a majority in principal amount of the outstanding Indenture Securities of that series will have the right to

· direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or

· exercise any trust or power conferred on the Trustee with respect to the Indenture Securities of such series.

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Document Outline

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