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8-K

PPL Corp (PPL)

8-K 2022-05-05 For: 2022-05-05
View Original
Added on April 11, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 5, 2022

Commission File<br><br>Number Registrant;<br><br>State of Incorporation;<br><br>Address and Telephone Number IRS Employer<br><br>Identification No.
1-11459 PPL Corporation 23-2758192
(Exact name of Registrant as specified in its charter)
Pennsylvania
Two North Ninth Street
Allentown, PA 18101-1179
(610) 774-5151

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol: Name of each exchange on which registered
Common Stock of PPL Corporation PPL New York Stock Exchange
Junior Subordinated Notes of PPL Capital Funding, Inc.
2007 Series A due 2067 PPL/67 New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition

On May 5, 2022, PPL Corporation ("PPL") issued a press release announcing its financial results for the quarter ended March 31, 2022 and other business matters. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Section 7 - Regulation FD

Item 7.01 Regulation FD Disclosure

On May 5, 2022, at 11:00 a.m. (Eastern Time), members of PPL's senior management will hold a teleconference and webcast with financial analysts to discuss PPL's financial results for the quarter ended March 31, 2022, and other business matters. The event will be available live, in audio format, together with the slides to be used during the teleconference, on PPL's Internet Web site: www.pplweb.investorroom.com/events. The webcast will be available for replay on PPL's Web site for 90 days.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits
99.1 - Press Release, dated May 5, 2022, announcing PPL's financial results for the quarter ended March 31, 2022, and other business matters.
104 - Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).

As provided in General Instruction B.2 of Form 8-K, the information contained in Items 2.02 and 7.01 of this Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall any such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PPL CORPORATION
By: /s/ Marlene C. Beers
Marlene C. Beers<br><br>Vice President and Controller

Dated:  May 5, 2022

Document

Exhibit 99.1

news release
www.pplnewsroom.com
Contacts: For news media: Ryan Hill, 610-774-4033
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For financial analysts: Andy Ludwig, 610-774-3389

PPL Corporation Reports First-Quarter 2022 Earnings

•Announces 2022 first-quarter reported earnings (GAAP) of $0.37 per share.

•Achieves 2022 first-quarter ongoing earnings per share of $0.41 vs. $0.28 in 2021.

•Remains confident in the value of Narragansett Electric acquisition for shareowners and Rhode Island customers and prepared to close promptly with National Grid.

ALLENTOWN, Pa. (May 5, 2022) - PPL Corporation (NYSE: PPL) today announced first-quarter 2022 reported earnings (GAAP) of $273 million, or $0.37 per share, compared with a first-quarter 2021 reported net loss of $1.84 billion, or $2.39 per share.

Adjusting for special items, first-quarter 2022 earnings from ongoing operations (non-GAAP) were $305 million, or $0.41 per share, compared with $219 million, or $0.28 per share, a year ago.

Special items in the first quarter of 2022 primarily included integration expenses associated with the planned acquisition of The Narragansett Electric Company. Special items in 2021 included a non-cash net loss from discontinued operations associated with PPL's former U.K. utility business.

"We continued to deliver solid financial and operational results in the first quarter as we remained focused on strategically repositioning PPL for long-term growth and success and on creating the utilities of the future – utilities that are customer-first, people-driven and technology-enabled to drive an affordable, reliable clean energy transition," said PPL President and Chief Executive Officer Vincent Sorgi.

"Across PPL, we are investing in smart grid technology that strengthens reliability. We continue to expand our use of data analytics to prevent outages, drive efficiency and prioritize investments. And we are leading the way in incorporating technology that enables widespread connection of renewable energy while preserving power quality and reliability."

In addition, Sorgi said PPL continues to work diligently through the state appeals process in Rhode Island after receiving all of the necessary regulatory approvals to acquire Narragansett Electric. The company remains confident in the value of the transaction for shareowners and Rhode Island customers and is prepared to close promptly with National Grid. PPL expects to provide a strategic update, including annualized dividend and earnings forecasts, as well as details on its plan to achieve long-term competitive earnings per share growth, at an investor day following the conclusion of the Rhode Island appeals process.

First-Quarter 2022 Earnings Details

As discussed in this news release, reported earnings are calculated in accordance with U.S. Generally Accepted Accounting Principles (GAAP). "Earnings from ongoing operations" is a non-GAAP financial measure that is adjusted for special items. See the tables at the end of this news release for a reconciliation of reported earnings (net income) to earnings from ongoing operations, including an itemization of special items.

(Dollars in millions, except for per share amounts) 1st Quarter
2022 2021 Change
Reported earnings $ 273 $ (1,840) NM*
Reported earnings per share $ 0.37 $ (2.39) NM*
1st Quarter
2022 2021 Change
Earnings from ongoing operations $ 305 $ 219 39 %
Earnings from ongoing operations per share $ 0.41 $ 0.28 46 %
*NM: Not meaningful

First-Quarter 2022 Earnings by Segment

1st Quarter
Per share 2022 2021
Reported earnings
Kentucky Regulated $ 0.24 $ 0.19
Pennsylvania Regulated 0.19 0.14
Corporate and Other (0.06) (0.07)
Discontinued Operations (2.65)
Total $ 0.37 $ (2.39)
1st Quarter
2022 2021
Special items (expense) benefit
Kentucky Regulated $ (0.01) $ 0.01
Pennsylvania Regulated (0.02)
Corporate and Other (0.03) (0.01)
Discontinued Operations (2.65)
Total $ (0.04) $ (2.67)
1st Quarter
2022 2021
Earnings from ongoing operations
Kentucky Regulated $ 0.25 $ 0.18
Pennsylvania Regulated 0.19 0.16
Corporate and Other (0.03) (0.06)
Total $ 0.41 $ 0.28

Key Factors Impacting Earnings

In addition to the segment drivers outlined below, PPL’s reported earnings in the first quarter of 2022 included net special-item after-tax expenses of $32 million, or $0.04 per share, primarily attributable to integration expenses associated with the planned acquisition of Narragansett Electric. Reported earnings for the first quarter of 2021 included net special-item after-tax charges of $2.06 billion, or $2.67 per share, primarily attributable to discontinued operations associated with the U.K. utility business.

Kentucky Regulated Segment

PPL’s Kentucky Regulated segment primarily consists of the regulated electricity and natural gas operations of Louisville Gas and Electric Company and the regulated electricity operations of Kentucky Utilities Company.

Reported earnings in the first quarter of 2022 increased by $0.05 compared with a year ago. Earnings from ongoing operations in the first quarter of 2022 increased $0.07 per share compared with a year ago. Factors driving earnings results primarily included higher retail rates effective July 1, 2021, and share accretion, partially offset by higher depreciation expense.

Pennsylvania Regulated Segment

PPL’s Pennsylvania Regulated segment consists of the regulated electricity delivery operations of PPL Electric Utilities.

Reported earnings in the first quarter of 2022 increased by $0.05 compared with a year ago. Earnings from ongoing operations in the first quarter of 2022 increased $0.03 per share compared with a year ago. Factors driving earnings results primarily included higher peak transmission demand, returns on additional capital investments in transmission, higher sales volumes and share accretion, partially offset by higher operation and maintenance expense.

Corporate and Other

PPL’s Corporate and Other category primarily includes unallocated corporate-level financing and other costs.

Reported earnings in the first quarter of 2022 increased by $0.01 compared with a year ago. Earnings from ongoing operations in the first quarter of 2022 increased $0.03 per share compared with a year ago. Factors driving earnings results primarily included lower interest expense from less outstanding holding company debt.

About PPL

PPL Corporation (NYSE:PPL), based in Allentown, Pennsylvania, is a leading U.S. energy company focused on providing electricity and natural gas safely, reliably and affordably to more than 2.5 million customers in the U.S. PPL’s high-performing, award-winning utilities are addressing energy challenges head-on by building smarter, more resilient and more dynamic power grids and advancing sustainable energy solutions. For more information, visit www.pplweb.com.

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(Note: All references to earnings per share in the text and tables of this news release are stated in terms of diluted earnings per share unless otherwise noted.)

Conference Call and Webcast

PPL invites interested parties to listen to a live Internet webcast of management’s teleconference with financial analysts about first-quarter 2022 financial results at 11 a.m. Eastern time on Thursday, May 5. The call will be webcast live, in audio format, together with slides of the presentation. For those who are unable to listen to the live webcast, a replay with slides will be accessible at www.pplweb.com/investors for 90 days after the call. Interested individuals can access the live conference call via telephone at 1-888-346-8683. International participants should call 1-412-902-4270. Participants will need to enter the following "Elite Entry" number to join the conference: 8931083. Callers can access the webcast link at www.pplweb.com/investors under “Events.”

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Management utilizes “Earnings from Ongoing Operations” as a non-GAAP financial measure that should not be considered as an alternative to reported earnings, or net income, an indicator of operating performance determined in accordance with GAAP. PPL believes that Earnings from Ongoing Operations is useful and meaningful to investors because it provides management's view of PPL's earnings performance as another criterion in making investment decisions. In addition, PPL’s management uses Earnings from Ongoing Operations in measuring achievement of certain corporate performance goals,

including targets for certain executive incentive compensation. Other companies may use different measures to present financial performance.

Earnings from Ongoing Operations is adjusted for the impact of special items. Special items are presented in the financial tables on an after-tax basis with the related income taxes on special items separately disclosed. Income taxes on special items, when applicable, are calculated based on the statutory tax rate of the entity where the activity is recorded. Special items may include items such as:

•Gains and losses on sales of assets not in the ordinary course of business.

•Impairment charges.

•Significant workforce reduction and other restructuring effects.

•Acquisition and divestiture-related adjustments.

•Significant losses on early extinguishment of debt.

•Other charges or credits that are, in management's view, non-recurring or otherwise not reflective of the company's ongoing operations.

Statements contained in this news release, including statements with respect to future earnings, cash flows, dividends, financing, regulation and corporate strategy, are “forward-looking statements” within the meaning of the federal securities laws. Although PPL Corporation believes that the expectations and assumptions reflected in these forward-looking statements are reasonable, these statements are subject to a number of risks and uncertainties, and actual results may differ materially from the results discussed in the statements. The following are among the important factors that could cause actual results to differ materially from the forward-looking statements: asset or business acquisitions and dispositions; the novel coronavirus pandemic or other pandemic health events or other catastrophic events and their effect on financial markets, economic conditions and our businesses; market demand for energy in our service territories; weather conditions affecting customer energy usage and operating costs; the effect of any business or industry restructuring; the profitability and liquidity of PPL Corporation and its subsidiaries; new accounting requirements or new interpretations or applications of existing requirements; operating performance of our facilities; the length of scheduled and unscheduled outages at our generating plants; environmental conditions and requirements and the related costs of compliance; system conditions and operating costs; development of new projects, markets and technologies; performance of new ventures; any impact of severe weather on our business; receipt of necessary government permits, approvals, rate relief and regulatory cost recovery; capital market conditions and decisions regarding capital structure; the impact of state, federal or foreign investigations applicable to PPL Corporation and its subsidiaries; the outcome of litigation against PPL Corporation and its subsidiaries; stock price performance; the market prices of equity securities and the impact on pension income and resultant cash funding requirements for defined benefit pension plans; the securities and credit ratings of PPL Corporation and its subsidiaries; political, regulatory or economic conditions in jurisdictions where PPL Corporation or its subsidiaries conduct business, including any potential effects of threatened or actual cyberattack, terrorism, or war or other hostilities; new state, federal or foreign legislation, including new tax legislation; and the commitments and liabilities of PPL Corporation and its subsidiaries. Any such forward-looking statements should be considered in light of such important factors and in conjunction with factors and other matters discussed in PPL Corporation's Form 10-K and other reports on file with the Securities and Exchange Commission.

Note to Editors: Visit our media website at www.pplnewsroom.com for additional news and background about PPL Corporation.

PPL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED FINANCIAL INFORMATION(1)
Condensed Consolidated Balance Sheets (Unaudited)
(Millions of Dollars)
March 31, December 31,
2022 2021
Assets
Cash and cash equivalents $ 4,249 $ 3,571
Accounts receivable 669 641
Unbilled revenues 279 307
Fuel, materials and supplies 280 322
Other current assets 236 166
Property, Plant and Equipment
Regulated utility plant 30,679 30,477
Less: Accumulated depreciation - regulated utility plant 6,599 6,488
Regulated utility plant, net 24,080 23,989
Non-regulated property, plant and equipment 278 266
Less: Accumulated depreciation - non-regulated property, plant and equipment 41 41
Non-regulated property, plant and equipment, net 237 225
Construction work in progress 1,328 1,256
Property, Plant and Equipment, net 25,645 25,470
Noncurrent regulatory assets 1,219 1,236
Goodwill and other intangibles 1,056 1,059
Other noncurrent assets 474 451
Total Assets $ 34,107 $ 33,223
Liabilities and Equity
Short-term debt $ 985 $ 69
Long-term debt due within one year 474 474
Accounts payable 686 679
Other current liabilities 888 1,101
Long-term debt 10,668 10,666
Deferred income taxes and investment tax credits 3,335 3,270
Accrued pension obligations 183 183
Asset retirement obligations 151 157
Noncurrent regulatory liabilities 2,417 2,422
Other deferred credits and noncurrent liabilities 455 479
Common stock and additional paid-in capital 12,307 12,311
Treasury stock (987) (1,003)
Earnings reinvested 2,697 2,572
Accumulated other comprehensive loss (152) (157)
Total Liabilities and Equity $ 34,107 $ 33,223

(1)    The Financial Statements in this news release have been condensed and summarized for purposes of this presentation. Please refer to PPL Corporation's periodic filings with the Securities and Exchange Commission for full financial statements, including note disclosure.

PPL CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Income (Unaudited)
(Millions of Dollars, except share data)
Three Months Ended March 31,
2022 2021
Operating Revenues $ 1,782 $ 1,498
Operating Expenses
Operation
Fuel 212 177
Energy purchases 352 220
Other operation and maintenance 433 367
Depreciation 271 267
Taxes, other than income 60 52
Total Operating Expenses 1,328 1,083
Operating Income 454 415
Other Income (Expense) - net
Interest Expense 107 153
Income from Continuing Operations Before Income Taxes 347 262
Income Taxes 74 59
Income from Continuing Operations After Income Taxes 273 203
Loss from Discontinued Operations (net of income taxes) (2,043)
Net Income (Loss) $ 273 $ (1,840)
Earnings Per Share of Common Stock:
Basic and Diluted
Income from Continuing Operations After Income Taxes $ 0.37 $ 0.26
Loss from Discontinued Operations (net of income taxes) (2.65)
Net Income (Loss) Available to PPL Common Shareowners $ 0.37 $ (2.39)
Weighted-Average Shares of Common Stock Outstanding (in thousands)
Basic 735,503 769,159
Diluted 736,184 770,710
PPL CORPORATION AND SUBSIDIARIES
--- --- --- --- ---
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Millions of Dollars)
Three Months Ended March 31,
2022 2021
Cash Flows from Operating Activities
Net income (loss) $ 273 $ (1,840)
Loss from discontinued operations (net of income taxes) 2,043
Income from continuing operations (net of income taxes) 273 203
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation 271 267
Amortization 7 11
Deferred income taxes and investment tax credits 39 50
Stock-based compensation expense 11 6
Other (4) (1)
Change in current assets and current liabilities
Accounts receivable (38) (60)
Accounts payable 4 (42)
Unbilled revenues 28 76
Fuel, materials and supplies 42 41
Prepayments (75) (76)
Taxes payable (4) (25)
Regulatory assets and liabilities, net (41) 29
Accrued interest 57 69
Other (53) (76)
Other operating activities
Defined benefit plans - funding (3) (33)
Other (12) (43)
Net cash provided by operating activities - continuing operations 502 396
Net cash provided by operating activities - discontinued operations 267
Net cash provided by operating activities 502 663
Cash Flows from Investing Activities
Expenditures for property, plant and equipment (427) (471)
Other investing activities (1)
Net cash provided by (used in) investing activities - continuing operations (427) (472)
Net cash provided by (used in) investing activities - discontinued operations (263)
Net cash provided by (used in) investing activities (427) (735)
Cash Flows from Financing Activities
Payment of common stock dividends (306) (320)
Retirement of term loan (300)
Retirement of commercial paper (73)
Net increase (decrease) in short-term debt 916 752
Other financing activities (7) (4)
Net cash provided by (used in) financing activities - continuing operations 603 55
Net cash provided by (used in) financing activities - discontinued operations (126)
Net cash provided by (used in) financing activities 603 (71)
Effect of Exchange Rates on Cash, Cash Equivalents and Restricted Cash included in Discontinued Operations 8
Net (Increase) Decrease in Cash, Cash Equivalents and Restricted Cash included in Discontinued Operations 114
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash 678 (21)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period 3,572 443
Cash, Cash Equivalents and Restricted Cash at End of Period $ 4,250 $ 422
Supplemental Disclosures of Cash Flow Information
Significant non-cash transactions:
Accrued expenditures for property, plant and equipment at March 31, $ 236 $ 229
Operating - Electricity Sales (Unaudited)
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Three Months Ended March 31,
Percent
(GWh) 2022 2021 Change
PA Regulated Segment
Retail Delivered 10,157 9,861 3.0 %
KY Regulated Segment
Retail Delivered 7,629 7,572 0.8 %
Wholesale(1) 196 276 (29.0) %
Total 7,825 7,848 (0.3) %
Total 17,982 17,709 1.5 %

(1) Represents FERC-regulated municipal and unregulated off-system sales.

Reconciliation of Segment Reported Earnings to Earnings from Ongoing Operations
(After-Tax)
(Unaudited)
Year-to-Date March 31, 2022 (millions of dollars)
KY PA Corp.
Reg. Reg. & Other Total
Reported Earnings(1) $ 179 $ 143 $ (49) $ 273
Less: Special Items (expense) benefit:
Talen litigation costs, net of tax of $1 (4) (4)
Strategic corporate initiatives, net of tax of $1, $0, $1 (4) (4) (8)
Acquisition integration, net of tax of $6(2) (21) (21)
Solar panel impairment, net of tax of $0 1 1
Total Special Items (4) (28) (32)
Earnings from Ongoing Operations $ 183 $ 143 $ (21) $ 305
(per share - diluted)
KY PA Corp.
Reg. Reg. & Other Total
Reported Earnings(1) $ 0.24 $ 0.19 $ (0.06) $ 0.37
Less: Special Items (expense) benefit:
Strategic corporate initiatives (0.01) (0.01)
Acquisition integration(2) (0.03) (0.03)
Total Special Items (0.01) (0.03) (0.04)
Earnings from Ongoing Operations $ 0.25 $ 0.19 $ (0.03) $ 0.41

(1) Reported Earnings represents Net Income.

(2) Costs related to the integration of Narragansett Electric, including approximately $9 million of IT systems implementation costs and

approximately $12 million primarily related to other external consultant costs. PPL does not expect to recover these costs.

Reconciliation of Segment Reported Earnings to Earnings from Ongoing Operations
(After-Tax)
(Unaudited)
Year-to-Date March 31, 2021 (millions of dollars)
KY PA Corp. Disc.
Reg. Reg. & Other Ops.(2) Total
Reported Earnings(1) $ 146 $ 113 $ (56) $ (2,043) $ (1,840)
Less: Special Items (expense) benefit:
Loss from Discontinued Operations (2,047) (2,047)
Talen litigation costs, net of tax of $1 (3) (3)
Valuation allowance adjustment 4 (4) 4 4
Transmission formula rate return on equity reduction, net of tax of $6 (13) (13)
Total Special Items 4 (13) (7) (2,043) (2,059)
Earnings from Ongoing Operations $ 142 $ 126 $ (49) $ $ 219
(per share - diluted)
KY PA Corp. Disc.
Reg. Reg. & Other Ops.(2) Total
Reported Earnings(1) $ 0.19 $ 0.14 $ (0.07) $ (2.65) $ (2.39)
Less: Special Items (expense) benefit:
Loss from Discontinued Operations (2.66) (2.66)
Valuation allowance adjustment 0.01 (0.01) 0.01 0.01
Transmission formula rate return on equity reduction (0.02) (0.02)
Total Special Items 0.01 (0.02) (0.01) (2.65) (2.67)
Earnings from Ongoing Operations $ 0.18 $ 0.16 $ (0.06) $ $ 0.28

(1) Reported Earnings represents Net Income.

(2) PPL sold its U.K. utility business on June 14, 2021, and its earnings were treated as a special item.