This "Item 2. Combined Management's Discussion and Analysis of Financial
Condition and Results of Operations" is separately filed by PPL, PPL Electric,
LG&E and KU. Information contained herein relating to any individual Registrant
is filed by such Registrant solely on its own behalf, and no Registrant makes
any representation as to information relating to any other Registrant. The
specific Registrant to which disclosures are applicable is identified in
parenthetical headings in italics above the applicable disclosure or within the
applicable disclosure for each Registrant's related activities and disclosures.
Within combined disclosures, amounts are disclosed for individual Registrants
The following should be read in conjunction with the Registrants' Condensed
Consolidated Financial Statements and the accompanying Notes and with the
Registrants' 2021 Form 10-K. Capitalized terms and abbreviations are defined in
the glossary. Dollars are in millions, except per share data, unless otherwise
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" includes the following information:
•"Overview" provides a description of each Registrant's business strategy and a
discussion of important financial and operational developments.
•"Results of Operations" for all Registrants includes a "Statement of Income
Analysis," which discusses significant changes in principal line items on the
Statements of Income, comparing the three and six months ended June 30, 2022
with the same period in 2021. The PPL "Results of Operations" also includes
"Segment Earnings" and "Adjusted Gross Margins," which provide a detailed
analysis of earnings by reportable segment. These discussions include non-GAAP
financial measures, including "Earnings from Ongoing Operations" and "Adjusted
Gross Margins" and provide explanations of the non-GAAP financial measures and a
reconciliation of the non-GAAP financial measures to the most comparable GAAP
•"Financial Condition - Liquidity and Capital Resources" provides an analysis of
the Registrants' liquidity positions and credit profiles. This section also
includes a discussion of rating agency actions.
•"Financial Condition - Risk Management" provides an explanation of the
Registrants' risk management programs relating to market and credit risk.
PPL, headquartered in Allentown, Pennsylvania, is a utility holding company.
PPL, through its regulated utility subsidiaries, delivers electricity to
customers in Pennsylvania, Kentucky, Virginia, and Rhode Island; delivers
natural gas to customers in Kentucky and Rhode Island; and generates electricity
from power plants in Kentucky.
PPL's principal subsidiaries are shown below (* denotes a Registrant).
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PPL Capital Funding
Provides financing for the operations of PPL
and certain subsidiaries
PPL Electric* A holding company that owns Engages in the regulated
Engages in the regulated transmission and regulated utility operations transmission,
distribution and sale
distribution of electricity in through its subsidiaries, LG&E of electricity and regulated
Pennsylvania and KU distribution and sale of natural gas
in Rhode Island
Engages in the regulated generation, KU*
transmission, distribution and sale Engages in the regulated generation,
of electricity and regulated transmission, distribution and sale of
distribution and sale of natural gas electricity, primarily in Kentucky
Pennsylvania Kentucky Rhode Island
Regulated Segment Regulated Segment Regulated Segment
In addition to PPL, the other Registrants included in this filing are as
PPL Electric, headquartered in Allentown, Pennsylvania, is a wholly-owned
subsidiary of PPL and a regulated public utility that is an electricity
transmission and distribution service provider in eastern and central
Pennsylvania. PPL Electric is subject to regulation as a public utility by the
PAPUC, and certain of its transmission activities are subject to the
jurisdiction of the FERC under the Federal Power Act. PPL Electric delivers
electricity in its Pennsylvania service area and provides electricity supply to
retail customers in that area as a PLR under the Customer Choice Act. PPL
Electric was organized in 1920 as Pennsylvania Power & Light Company.
LG&E, headquartered in Louisville, Kentucky, is a wholly-owned subsidiary of LKE
and a regulated utility engaged in the generation, transmission, distribution
and sale of electricity and distribution and sale of natural gas in Kentucky.
LG&E is subject to regulation as a public utility by the KPSC, and certain of
its transmission activities are subject to the jurisdiction of the FERC under
the Federal Power Act.
KU, headquartered in Lexington, Kentucky, is a wholly-owned subsidiary of LKE
and a regulated utility engaged in the generation, transmission, distribution
and sale of electricity in Kentucky and Virginia. KU is subject to regulation as
a public utility by the KPSC and the VSCC, and certain of its transmission and
wholesale power activities are subject to the jurisdiction of the FERC under the
Federal Power Act. KU serves its Kentucky customers under the KU name and its
Virginia customers under the Old Dominion Power name.
Segment Information (PPL)
The following segment information represents an update to "Item 1. Business" in
PPL's 2021 Form 10-K and should be read in conjunction with those disclosures.
PPL is organized into three reportable segments as depicted in the chart above:
Kentucky Regulated, which primarily represents the results of LG&E and KU,
Pennsylvania Regulated, which primarily represents the results of PPL Electric
and Rhode Island
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Regulated, which primarily represents the results of RIE. "Corporate and Other"
primarily includes financing costs incurred at the corporate level that have not
been allocated or assigned to the segments.
Rhode Island Regulated Segment
The Rhode Island Regulated segment consists primarily of the regulated
electricity transmission and distribution operations and regulated distribution
and sale of natural gas conducted by RIE.
RIE is engaged in the regulated transmission, distribution and sale of
electricity and regulated distribution and sale of natural gas in Rhode Island.
RIE provides electricity service to approximately 510,000 customers and natural
gas service to approximately 270,000 customers in Rhode Island. RIE's service
area covers substantially all of Rhode Island. See Note 3 to the Financial
Statements for revenue information.
Franchises and Licenses
RIE provides electricity delivery service and natural gas distribution service
in its service territory pursuant to certain franchises, licenses, statutory
service areas, easements and other rights or permissions granted by state
legislatures, cities or municipalities or other entities.
There are currently no other electric or gas public utilities operating within
the service area of RIE.
Rates and Regulation
RIE is subject to the jurisdiction of the FERC, the RIPUC and the Rhode Island
Division of Public Utilities and Carriers. RIE operates under a FERC-approved
open access transmission tariff.
RIE owns and maintains electric and natural gas distribution networks in Rhode
Island. Distribution revenues are primarily from the sale of electricity,
natural gas, and related services to retail customers. Distribution sales are
regulated by the RIPUC, which is responsible for approving the rates and other
terms of services as part of the rate making process. Natural gas and electric
distribution revenues are derived from the regulated sale and distribution of
electricity and natural gas to residential, commercial, and industrial customers
within RIE's service territory under the tariff rates. The tariff rates approved
by the regulator are designed to recover the costs incurred by the RIE for
products and services provided and along with a return on investment.
RIE owns an electric transmission system in Rhode Island. RIE's transmission
services are regulated by the FERC and coordinated with Independent System
Operator (ISO) - New England. Additionally, RIE makes available its transmission
facilities to NEP, for operation and control pursuant to an integrated
facilities agreement, Service Agreement No. 23 (Integrated Facilities Agreement
or IFA). These revenues arise under tariff/rate agreements.
RIE records revenues in accordance with accounting principles for rate-regulated
operations for arrangements between the RIE and the regulator. These include
various deferral mechanisms such as capital trackers, energy efficiency
programs, and other programs that also qualify as Alternative Revenue Programs
(ARPs). ARPs enable the RIE to adjust rates in the future, in response to past
activities or completed events. RIE's electric and gas distribution rates both
have a revenue decoupling mechanism, which allows for annual adjustments to the
RIE's delivery rates, as a result of the reconciliation between allowed revenue
and billed revenue. RIE also has other ARPs related to the achievement of
certain objectives, demand side management initiatives, and certain other rate
making mechanisms. RIE recognizes ARPs with a corresponding offset to a
regulatory asset or
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liability account when the regulatory specified events or conditions have been
met, when the amounts are determinable, and are probable of recovery (or
payment) through future rate adjustments.
At June 30, 2022, all of RIE's regulatory assets earn a rate of return except
$98 million of environmental response costs, $75 million of postretirement
benefits and $51 million of net metering deferral costs.
Last Resort Service
RIE is required by the RIPUC and by statute to provide Last Resort Service. Last
Resort Service is available to all customers (including new customers) who have
not elected to take their electric supply from a non-regulated power producer or
any customer who, for any reason, has stopped receiving generation service from
a non-regulated power producer.
The charge for Last Resort Service is the sum of the applicable Last Resort
Service charges in addition to all appropriate Retail Delivery charges as stated
in the applicable tariff. The monthly charge for Last Resort Service also
includes the costs incurred by RIE to comply with the Renewable Energy Standard,
established in R.I.G.L. Section 39-26-1 and the costs to comply with the RIPUC's
Rules Governing Energy Source Disclosure. The charge for Last Resort Service
includes the administrative costs associated with the procurement of Last Resort
Service, including an adjustment for uncollectible accounts as approved by the
Numerous alternative suppliers have offered to provide generation supply in
RIE's service area. As the cost of generation supply is a pass-through cost for
RIE, its financial results are not impacted if its customers purchase
electricity supply from these alternative suppliers.
See Note 6 to the Financial Statements for additional information on rate
mechanisms and regulatory matters.
Natural Gas Distribution Supply
To meet the projected annual gas supply requirements of approximately 37 Bcf,
RIE has a portfolio of gas supply arrangements of varying contractual terms and
durations to provide reliable and cost-effective service to its customers. These
natural gas supply arrangements include contracts with natural gas producers and
marketers that reflect market price signals. RIE also has firm pipeline and
underground storage capacity contracts to support the delivery of natural gas
supplies to its customers. Also, to manage the winter peak requirements for RIE
customers, RIE contracts for liquified natural gas (LNG) service and owns and
operates certain LNG storage facilities.
The RIE gas supply portfolio includes contracts for firm transportation service
with eleven interstate pipeline companies and natural gas storage operators.
These contracts have various termination dates with certain contracts being
subject to evergreen renewal provisions affording RIE with flexibility in
managing its upstream resource portfolio.
RIE expects to purchase natural gas supplies for its gas distribution operations
from onshore producing regions accessed by its pipeline capacity portfolio in
South Texas, East Texas, and Louisiana, as well as gas originating in the
Marcellus and Utica production areas. RIE expects to purchase certain natural
gas supplies that originate in Canada and from regional LNG importation
PPL's strategy, which is supported by the other Registrants, is to achieve
industry-leading performance in safety, reliability, customer satisfaction and
operational efficiency; to advance a clean energy transition while maintaining
affordability and reliability; to maintain a strong financial foundation and
create long-term value for our shareowners; to foster a diverse and exceptional
workplace; and to build strong communities in areas that we serve.
Central to PPL's and the other Registrants' strategy is recovering capital
project costs efficiently through various rate-making mechanisms, including
periodic base rate case proceedings using forward test years, annual FERC
formula rate mechanisms and other regulatory agency-approved recovery mechanisms
designed to limit regulatory lag. In Kentucky, the KPSC has adopted a series of
regulatory mechanisms (ECR, DSM, GLT, fuel adjustment clause, and gas supply
clause) and recovery on
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construction work-in-progress that reduce regulatory lag and provide timely
recovery of and return on, as appropriate, prudently incurred costs. In
Pennsylvania, the FERC transmission formula rate, DSIC mechanism, Smart Meter
Rider and other recovery mechanisms operate to reduce regulatory lag and provide
for timely recovery of and a return on, as appropriate, prudently incurred
costs. In Rhode Island, the gas cost adjustment, net metering, infrastructure,
safety and reliability (ISR) and revenue decoupling mechanisms and other rate
adjustment mechanisms operate to reduce regulatory lag and provide timely
recovery of and return on, as appropriate, prudently incurred costs.
Financial and Operational Developments
Acquisition of Narragansett Electric (PPL)
On May 25, 2022, PPL Rhode Island Holdings acquired 100% of the outstanding
shares of common stock of Narragansett Electric from National Grid U.S. The
consideration for the Acquisition consisted of approximately $3.8 billion in
cash and approximately $1.5 billion of long-term debt assumed through the
transaction. The $3.8 billion total cash consideration paid was funded with
proceeds from PPL's 2021 sale of its U.K. utility business. The Acquisition
resulted in $1.6 billion of goodwill. The results of RIE are reported in PPL's
Rhode Island Regulated segment.
The acquisition of Narragansett Electric was deemed an asset acquisition for
federal and state income tax purposes, as a result of PPL and National Grid
making a tax election under Internal Revenue Code (IRC) §338(h)(10).
Accordingly, the tax basis of substantially all of the assets acquired were
increased to fair market value, which equaled net book value, thereby
eliminating the related deferred tax assets and liabilities. The tax goodwill
will be amortized for tax purposes over 15 years.
See Note 8 to the Financial Statements for additional information.
Pennsylvania State Tax Reform (PPL and PPL Electric)
On July 8, 2022, the Governor of Pennsylvania signed into law Pennsylvania House
Bill 1342 (H.B. 1342). Among other changes to the state tax code, the bill will
reduce the corporate net income tax rate from 9.99% to 8.99% beginning January
1, 2023, and reduces annually by half a percentage point until the rate reaches
4.99% in 2031.
GAAP requires that deferred tax assets and liabilities be measured at the
enacted tax rate expected to apply when temporary book-to-tax differences are
expected to be realized or settled. Accordingly, in the third quarter of 2022,
PPL expects to record the impact of the reduced tax rate as a reduction in the
accumulated deferred income taxes related to regulated operations in an amount
between $200 million and $300 million, with a corresponding increase in
regulatory liabilities. In addition, PPL expects to recognize a deferred tax
benefit of between $3 million and $7 million primarily associated with the
remeasurement of accumulated deferred income tax balances related to
The foregoing numbers are estimates that will be updated quarterly to reflect
revised forecast, actual activity, and orders from regulatory authorities.
The Registrants cannot predict the impact that future regulatory requirements
may have on their financial condition or results of operations.
Environmental Considerations for Coal-Fired Generation (PPL, LG&E and KU)
The businesses of LG&E and KU are subject to extensive federal, state and local
environmental laws, rules and regulations, including those pertaining to CCRs,
GHG, and ELGs. See Notes 6, 10 and 15 to the Financial Statements for a
discussion of these significant environmental matters. These and other
environmental requirements led PPL, LG&E and KU to retire approximately 1,200 MW
of coal-fired generating plants in Kentucky since 2010. As part of the long-term
generation planning process, LG&E and KU evaluate a range of factors including
the impact of potential stricter environmental regulations, fuel price
scenarios, the cost of replacement generation, continued operations and major
maintenance costs and the risk of major equipment failures in determining when
to retire generation assets. As a result of environmental requirements and aging
infrastructure, LG&E anticipates retiring two older coal-fired units at the Mill
Creek Plant and KU anticipates retiring one coal-fired unit at the E.W. Brown
plant. Mill Creek Unit 1 has 300 MW of capacity and is expected to be retired in
2024. Mill Creek
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Unit 2 and E.W. Brown Unit 3 have capacities of 297 MW and 412 MW and are
expected to be retired in 2028. LG&E and KU anticipate earning recovery of and
return on any remaining net book value of these assets through the Retired Asset
Recovery (RAR) rider. See Note 7 to the Financial Statements in the Registrants'
2021 Form 10-K for additional information related to the RAR rider.
FERC Transmission Rate Filing (PPL, LG&E and KU)
In 2018, LG&E and KU applied to the FERC requesting elimination of certain
on-going credits to a sub-set of transmission customers relating to the 1998
merger of LG&E's and KU's parent entities and the 2006 withdrawal of LG&E and KU
from the Midcontinent Independent System Operator, Inc. (MISO), a regional
transmission operator and energy market. The application sought termination of
LG&E's and KU's commitment to provide certain Kentucky municipalities mitigation
for certain horizontal market power concerns arising out of the 1998 LG&E and KU
merger and 2006 MISO withdrawal. The amounts at issue are generally waivers or
credits granted to a limited number of Kentucky municipalities for either
certain LG&E and KU or MISO transmission charges incurred for transmission
service received. In 2019, the FERC granted LG&E's and KU's request to remove
the ongoing credits, conditioned upon the implementation by LG&E and KU of a
transition mechanism for certain existing power supply arrangements, which was
subsequently filed, modified, and approved by the FERC in 2020 and 2021. In
2020, LG&E and KU and other parties filed appeals with the D.C. Circuit Court of
Appeals regarding FERC's orders on the elimination of the mitigation and
required transition mechanism. Oral arguments in the appellate proceeding
occurred on February 14, 2022. LG&E and KU cannot predict the outcome of the
respective appellate and FERC proceedings. LG&E and KU currently receive
recovery of the waivers and credits provided through other rate mechanisms and
such rate recovery would be anticipated to be adjusted in future rate
proceedings consistent with potential changes or terminations of the waivers and
credits, as such become effective.
Rate Case Proceedings (KU)
On August 31, 2021, KU filed a request with the VSCC for an annual increase in
Virginia base electricity rates of approximately $12 million, based on an
authorized 10.4% return on equity. On March 11, 2022, KU, certain intervenors
and the VSCC staff reached a partial stipulation and recommendation agreement
providing KU with an increase in base electricity rates of approximately $7
million based on an authorized 9.4% return on equity. A hearing on open issues
occurred on March 17, 2022. On May 25, 2022, the VSCC issued an order approving
the proposed agreement. New rates became effective June 1, 2022.
Labor Union Agreement (PPL and PPL Electric)
In March 2022, members of the IBEW Local 1600 ratified a new five-year labor
agreement with PPL and PPL Electric. The contract covers over 1,000 employees
and was effective May 16, 2022. The terms of the new labor agreement are not
expected to have a significant impact on the financial results of PPL or PPL
Results of Operations
The "Statement of Income Analysis" discussion below describes significant
changes in principal line items on the Statements of Income, comparing the three
and six months ended June 30, 2022 with the same periods in 2021. The "Segment
Earnings" and "Adjusted Gross Margins" discussions provide a review of results
by reportable segment. These discussions include non-GAAP financial measures,
including "Earnings from Ongoing Operations" and "Adjusted Gross Margins," and
provide explanations of the non-GAAP financial measures and a reconciliation of
those measures to the most comparable GAAP measure.
(PPL Electric, LG&E and KU)
A "Statement of Income Analysis" is presented separately for PPL Electric, LG&E
and KU. The "Statement of Income Analysis" discussion below describes
significant changes in principal line items on the Statements of Income,
comparing the three and six months ended June 30, 2022 with the same periods in
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The results for interim periods can be disproportionately influenced by numerous
factors and developments and by seasonal variations. As such, the results of
operations for interim periods do not necessarily indicate results or trends for
the year or future periods.
PPL: Statement of Income Analysis, Segment Earnings and Adjusted Gross Margins
Statement of Income Analysis
Net income for the periods ended June 30 includes the following results:
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