Obligation PPL Capital Finance Inc. 4.125% ( US69352PAQ63 ) en USD

PPL Capital Finance Inc.

100 % ▲

Etas-Unis

US69352PAQ63 ( en USD )

4.125% par an ( paiement semestriel )

14/04/2030

Prospectus brochure de l'obligation PPL Capital Funding Inc US69352PAQ63 en USD 4.125%, échéance 14/04/2030

2 000 USD

1 000 000 000 USD

69352PAQ6

BBB+ ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/04/2026 ( Dans 65 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 US69352PAQ63 émise par PPL Capital Funding Inc aux États-Unis, d'une valeur nominale de 1 000 000 000 USD, offre un taux d'intérêt de 4,125% avec des paiements semestriels jusqu'à son échéance le 14/04/2030, affichant actuellement un prix de marché de 100% et un minimum d'achat de 2000 USD, et bénéficie d'une notation BBB+ de S&P et Baa2 de Moody's.

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
File No. 333-223142 and 333-223142-05
CALCULATION OF REGISTRATION FEE

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

Offering Price
Registration Fee(1)
4.125% Senior Notes due 2030

$1,000,000,000
$129,800

(1)
Calculated in accordance with Rule 457(r) of the Securities Act, as amended.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated February 22, 2018)
$1,000,000,000

PPL Capital Funding, Inc.
4.125% Senior Notes due 2030
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 4.125% Senior Notes due 2030 (the "Notes"). Interest on the Notes will be payable
semi-annually in arrears on April 15 and October 15 of each year, commencing on October 15, 2020, and at maturity, as further described in this prospectus
supplement. The Notes will mature on April 15, 2030, 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-5 of this prospectus supplement, as well as under "Risk
Factors" in our Annual Report on Form 10-K for the year ended December 31, 2019, which is incorporated by reference herein, for more
information.
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.

Underwriting
Proceeds, Before

Price to Public
Discount

Expenses, to Us (1)
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Per Note

99.966%

0.650%
99.316%
Total

$ 999,660,000
$ 6,500,000
$
993,160,000

(1) Plus accrued interest, if any, from the date of issuance, which is expected to be on or about April 3, 2020.
The underwriters expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company for the accounts of its
participants, including Clearstream Banking, S.A. and Euroclear Bank S.A./N.V., on or about April 3, 2020.
Book-Running Managers

Credit Suisse

J.P. Morgan

Morgan Stanley
CIBC Capital Markets

Scotiabank
Co-Managers

BMO Capital Markets
BNY Capital Markets, LLC
Santander

TD Securities
The date of this prospectus supplement is April 1, 2020.
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
Prospectus Supplement

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
WHERE YOU CAN FIND MORE INFORMATION
S-iii
FORWARD-LOOKING INFORMATION
S-v
SUMMARY
S-1
RISK FACTORS
S-5
USE OF PROCEEDS
S-7
CAPITALIZATION
S-8
DESCRIPTION OF THE NOTES
S-9
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
S-21
UNDERWRITING (CONFLICTS OF INTEREST)
S-25
EXPERTS
S-31
VALIDITY OF THE NOTES AND THE GUARANTEES
S-31
Prospectus

ABOUT THIS PROSPECTUS
1
RISK FACTORS
2
FORWARD-LOOKING INFORMATION
2
PPL CORPORATION
5
PPL CAPITAL FUNDING, INC.
6
PPL ELECTRIC UTILITIES CORPORATION
6
LG&E AND KU ENERGY LLC
6
LOUISVILLE GAS AND ELECTRIC COMPANY
7
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KENTUCKY UTILITIES COMPANY
7
USE OF PROCEEDS
8
RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK
DIVIDENDS
9
WHERE YOU CAN FIND MORE INFORMATION
11
EXPERTS
13
VALIDITY OF THE SECURITIES AND THE PPL GUARANTEES
13
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.

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement is part of a registration statement that PPL Corporation and PPL Capital Funding 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 before making a decision to invest in the Notes. If the information in this
prospectus supplement or the information incorporated by reference in this prospectus supplement is inconsistent with the accompanying
prospectus, the information in this prospectus supplement or the information incorporated by reference in 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.

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WHERE YOU CAN FIND MORE INFORMATION
Available Information
PPL Corporation files reports and other information with the SEC. PPL Corporation maintains an Internet Web site at www.pplweb.com. On
the "Investors" 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 on PPL Corporation's Web site is not incorporated in 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 other documents 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 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, 2019 filed with the SEC on February 14,
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2020
Current Reports on Form 8-K
Filed with the SEC on February 26, 2020, March 27, 2020, March
31, 2020 and April 1, 2020
PPL Corporation's 2019 Notice of Annual Meeting and Proxy Statement
Filed with the SEC on April 2, 2019
(portions thereof incorporated by reference into PPL Corporation's Annual
Report on Form 10-K for the year ended December 31, 2018)

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 (the "Exchange Act"), between the date of this prospectus supplement and the termination of this offering of 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
Telephone: 1-800-345-3085

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Table of Contents
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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FORWARD-LOOKING INFORMATION
Statements contained in or incorporated by reference into this prospectus supplement concerning expectations, beliefs, plans, objectives,
goals, strategies, future events or performance and underlying assumptions and other statements which are other than statements of historical fact
are "forward-looking statements" within the meaning of the federal securities laws. Although we believe that the expectations and assumptions
reflected in these statements are reasonable, there can be no assurance that these expectations will prove to be correct. Forward-looking statements
are subject to many risks and uncertainties, and actual results may differ materially from the results discussed in forward-looking statements. In
addition to the specific factors discussed in "Risk Factors" set forth below and in the accompanying prospectus, in "Item 1A. Risk Factors" and in
"Item 7. Combined Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form
10-K for the year ended December 31, 2019, the following are among the important factors that could cause actual results to differ materially and
adversely from the forward-looking statements.

· the outcome of rate cases or other cost recovery or revenue proceedings;

· changes in U.S. state or federal or U.K. tax laws or regulations;

· the direct or indirect effects on PPL or its subsidiaries or business systems of cyber-based intrusion or the threat of cyber attacks;

· significant decreases in demand for electricity in the U.S.;

· expansion of alternative and distributed sources of electricity generation and storage;

· changes in foreign currency exchange rates for British pound sterling and the related impact on unrealized gains and losses on PPL's

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foreign currency economic hedges;

· the effectiveness of our risk management programs, including foreign currency and interest rate hedging;

· non-achievement by PPL WPD Limited and its subsidiaries ("WPD") of performance targets set by the Office of Gas and Electricity

Markets ("Ofgem");

· the effect of changes in the retail price index ("RPI") on WPD's revenues and index linked debt;

· developments related to the U.K.'s withdrawal from the European Union and any responses thereto;

· the amount of WPD's pension deficit funding recovered in revenues after March 31, 2021, following the triennial pension review that

began in March 2019 and is due to conclude at the end of 2020;

· defaults by counterparties or suppliers for energy, capacity, coal, natural gas or key commodities, goods or services;

· capital market conditions, including the availability of capital or credit, changes in interest rates and certain economic indices, and

decisions regarding capital structure;

· a material decline in the market value of PPL's equity;

· significant decreases in the fair value of debt and equity securities and its impact on the value of assets in defined benefit plans, and the

potential cash funding requirements if fair value declines;

· interest rates and their effect on pension and retiree medical liabilities, asset retirement obligation liabilities and interest payable on certain

debt securities;

· volatility in or the impact of other changes in financial markets and economic conditions;

· the potential impact of any unrecorded commitments and liabilities of PPL, PPL Electric Utilities Corporation, LG&E and KU Energy

LLC, Louisville Gas and Electric Company, Kentucky Utilities Company and their subsidiaries;

· new accounting requirements or new interpretations or applications of existing requirements;

S-v
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· changes in the corporate credit ratings or securities analyst rankings of PPL, PPL Electric Utilities Corporation, LG&E and KU Energy

LLC, Louisville Gas and Electric Company, Kentucky Utilities Company and their securities;

· any requirement to record impairment charges pursuant to GAAP with respect to any of our significant investments;

· laws or regulations to reduce emissions of greenhouse gases or the physical effects of climate change;

· continuing ability to access fuel supply for Louisville Gas and Electric Company and Kentucky Utilities Company, as well as the ability to

recover fuel costs and environmental expenditures in a timely manner at Louisville Gas and Electric Company and Kentucky Utilities
Company and natural gas supply costs at Louisville Gas and Electric Company;

· weather and other conditions affecting generation, transmission and distribution operations, operating costs and customer energy use;

· catastrophic events such as fires, earthquakes, explosions, floods, tornadoes, hurricanes and other storms, droughts, pandemic health events

or other similar occurrences;

· war, armed conflicts, terrorist attacks, or similar disruptive events;

· changes in political, regulatory or economic conditions in states, regions or countries where PPL, PPL Electric Utilities Corporation,

LG&E and KU Energy LLC, Louisville Gas and Electric Company, Kentucky Utilities Company or their subsidiaries conduct business;

· receipt of necessary governmental permits and approvals;

· new state, federal or foreign legislation or regulatory developments;

· the impact of any state, federal or foreign investigations applicable to PPL and its subsidiaries and the energy industry;

· our ability to attract and retain qualified employees;

· the effect of any business or industry restructuring;
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· development of new projects, markets and technologies;

· performance of new ventures;

· business dispositions or acquisitions and our ability to realize expected benefits from such business transactions;

· collective labor bargaining negotiations; and

· the outcome of litigation against PPL and its subsidiaries.
Any such forward-looking statements should be considered in light of such important factors and in conjunction with other documents of
PPL on file with the SEC.
New factors that could cause actual results to differ materially from those described in forward-looking statements emerge from time to time,
and it is not possible for PPL to predict all such factors, or the extent to which any such factor or combination of factors may cause actual results to
differ from those contained in any forward-looking statement. Any forward-looking statement speaks only as of the date on which such statement
is made, and PPL undertakes no obligation to update the information contained in such statement to reflect subsequent developments or
information.

S-vi
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 financial 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 and Virginia; delivers natural gas to
customers in Kentucky; and generates electricity from power plants in Kentucky.
PPL Capital Funding
PPL Capital Funding is a Delaware corporation and a wholly owned subsidiary of PPL Corporation. PPL Capital Funding's primary
business is to provide PPL Corporation with financing for its operations.

S-1
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The Offering

Issuer
PPL Capital Funding, Inc.

Guarantor
PPL Corporation

Securities Offered
$1,000,000,000 aggregate principal amount of PPL Capital Funding's 4.125% Senior
Notes due 2030 (the "Notes").
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Stated Maturity Date
April 15, 2030 (the "Stated Maturity Date").

Interest Payment Dates
Interest on the Notes will be payable semi-annually in arrears on April 15 and October
15 of each year, commencing on October 15, 2020, and at maturity, or upon earlier
redemption.

Interest Rate
From and including April 3, 2020 until maturity at the rate of 4.125% 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 January 15, 2030 (the date that is months prior to the

Stated Maturity Date) (the "Par Call 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) to the Par Call Date

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 50 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 date of redemption.

If we redeem the Notes on or after the Par Call Date, 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."

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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 intend to use the net proceeds from the sale of the Notes to repay short-term debt
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obligations 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; provided
that any such additional notes either shall be fungible with the original Notes for U.S.
federal income tax purposes or shall be issued under a different CUSIP number. 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.

Conflicts of Interest
Certain of the underwriters or their affiliates may hold a portion of the commercial paper
that we intend to repay using a portion of the net proceeds of this offering. In such
event, it is possible that one or more of the underwriters or their affiliates could receive
more than 5% of the net proceeds of the offering, and in that case, such underwriter
would be deemed to have a conflict of interest under FINRA Rule 5121 (Public
Offering of Securities with Conflicts of Interest). In the

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event of any such conflict of interest, such underwriter would be required to conduct the
distribution of the notes offered hereby in accordance with FINRA Rule 5121. If the

distribution is conducted in accordance with FINRA Rule 5121, such underwriter would
not be permitted to confirm a sale to an account over which it exercises discretionary
authority without first receiving specific written approval from the account holder.

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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
The spread of the Coronavirus (COVID-19) and resultant impact on business and economic conditions could negatively affect our
operations.
In recent weeks, the continued spread of COVID-19 has led to global economic disruption and volatility in the financial markets. It is
possible that the continued spread of COVID-19 and efforts to contain the virus, such as quarantines or closures or reduced operations of
businesses, governmental agencies and other institutions, could cause an economic slowdown, which could adversely affect customer demand,
impact our employees, cause us to experience an increase in certain costs, delayed payments or uncollectable accounts, or cause other
unpredictable events, each of which could adversely affect our business, results of operations or financial condition.
See also 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,
2019 for a discussion of certain risks relating to PPL Corporation's businesses.
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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 structurally
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 structurally 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.

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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.

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USE OF PROCEEDS
We expect the net proceeds from this offering to be approximately $992,160,000, after deducting the underwriting discounts and
commissions and estimated offering expenses payable by us. We intend to use the net proceeds from the sale of the Notes to repay short-term debt
obligations and for general corporate purposes.

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CAPITALIZATION
The following table sets forth the historical unaudited consolidated capitalization of PPL Corporation and its consolidated subsidiaries as of
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December 31, 2019:

· 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 December 31, 2019

Actual
As Adjusted

(in millions)

Long-term debt (1)

20,721

20,721
Notes offered hereby

--

1,000

Total long-term debt

20,721

21,721

Shareowners' common equity

12,991

12,991

Total equity

12,991

12,991

Total capitalization

$ 33,712
$
34,712

(1) Long-term debt excludes $1,172 million of long-term debt due within one year as of December 31, 2019.
On March 27, 2020, PPL Capital Funding entered into a term loan credit facility that provides for up to $200 million in borrowings. The
credit facility matures in March 2021 and is guaranteed by PPL Corporation. PPL Capital Funding borrowed the full amount of the credit facility
on March 27, 2020. On April 1, 2020, PPL Capital Funding entered into two additional term loan credit facilities, each providing for up to $100
million in borrowings. These credit facilities mature in March 2021 and March 2022, respectively, and are each guaranteed by PPL Corporation.

S-8
Table of Contents
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
https://www.sec.gov/Archives/edgar/data/922224/000119312520096086/d852936d424b2.htm[4/3/2020 8:16:55 AM]

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