form8k_exhibit99-2.htm

Value | Balance | Growth
Acquisition of E.ON U.S.

April 29, 2010

Exhibit 99.2

Any statements made in this presentation about future operating
results or other future events are forward-looking statements under
the Safe Harbor Provisions of the Private Securities Litigation Reform
Act of 1995. Actual results may differ materially from such forward-
looking statements. A discussion of factors that could cause actual
results or events to vary is contained in the Appendix to this
presentation and in the Company’s SEC filings.

Cautionary Statements and Factors
That May Affect Future Results

Agenda

Introduction Jim Miller
Chairman, President and CEO, PPL

E.ON U.S. Overview Vic Staffieri
CEO, E.ON U.S.

Transaction Overview and Timing Bill Spence
EVP and COO, PPL

Concluding Remarks Jim Miller
Chairman, President and CEO, PPL

Q&A

§ Transformative transaction that rebalances business mix

§ Consistent with our stated strategy to grow regulated earnings

§ Creates a stronger, more diversified enterprise with increased
earnings visibility

§ Strengthens solid investment grade credit profile

§ Enhances regulated growth opportunities

§ Retains significant upside to power market recovery
through PPL’s existing competitive generation fleet

Combination Creates Significant Value

§ Best-in-class utility franchises with progressive regulation

§ Very strong management team; strong track record of execution

§ Significant rate base growth profile with high degree of near-term
visibility

§ Lowest rates in the region

§ Track record of timely regulatory approvals

§ Attractive valuation:

– Purchase price of $7.625 billion includes approximately
$450 million of tax attributes

– Value net of tax attributes is $7.175 billion

– Implied multiples are well within the range of where fully-regulated
peers are valued

– Not dependent upon synergies

A Compelling Opportunity

EBITDA

(1) Based on mid-point of 2010 forecast.

Significantly and Immediately
Rebalances Business Mix

Note: Represents capitalization for E.ON US since LG&E and KU rate constructs are based on capitalization.

(1) Figures based on assumed exchange rate of $1.60 / GBP.

($ in billions)

2011E - 2014E CAGR: 7.1%

Increased Scale with Continued Growth

($ in billions)

(1) Based on PPL stock price as of 4/27/2010.

(2) Represents utility capitalization for E.ON US since LG&E and KU rate constructs are based on
capitalization.

(3) As of 12/31/2009.

(4) Capacity pro forma for completion of Trimble County 2.

Pro Forma Structure

PPL Corporation

WPD

PPL
Electric
Utilities

PPL
Energy
Supply

E.ON U.S.

(2)

Strengthened Utility Platform

§ J.D. Power study of business
customer satisfaction among
Eastern U.S. utilities

– Ranked 1st 8 times in the
past 11 years

– Total of 16 awards, more
than any other electric
utility in the country

§ J.D. Power study of residential
customer satisfaction among
Eastern U.S. utilities

– Earned top honor 8 times

§ Field sites certified as Star sites
under the OSHA Voluntary
Protection Program

§ J.D. Power study of residential
customer satisfaction among
Midwest U.S. utilities

– Ranked 1st 7 times in the
past 10 years

§ KU received highest ranking in
JD Power’s 2010 electric utility
business customer satisfaction
study

§ Winner of prestigious EEI
Emergency Recovery Award for
outstanding service restoration
during January 2009 ice storm

An unparalleled commitment to customer service, reliability and safety

§ UK Customer Excellence Award
(18 consecutive years)

§ 4 years with no customer
complaints to regulator

§ Best reliability among 14
distribution companies

§ Maximum performance bonuses
for surpassing regulatory targets

§ Most capital efficient in sector

§ Awarded $240 mm revenue
bonus in most recent five-year
rate review period for
operational performance

Best-in-Class Utility Operations

§ Complementary cultures

§ Strong addition to the management team

§ Customer commitments

§ Regulatory relationships

§ Headquarters and management of E.ON U.S., LG&E
and KU remain in Kentucky

LG&E and KU Will Be Important
Parts of PPL

E.ON U.S. Overview

§ Vertically integrated utilities serving
2/3 of counties in Kentucky

§ Small customer base in Virginia and
Tennessee

§ Fuel, purchased power, gas supply
and environmental cost pass-
through

§ No material non-regulated assets
or operations

§ ~8,100 MW of regulated generation

Louisville Gas & Electric

§ Serves Louisville, KY and 16 surrounding counties

§ 396,000 electric customers

§ 321,000 gas customers

§ $2.34 billion rate base ($487 million of which is gas)(1)

§ 2009 revenue of $1.28 billion(2)

Kentucky Utilities

§ Based in Lexington, KY

§ Serving 77 counties in KY and five in VA

§ 515,000 electric customers in Kentucky

§ 30,000 electric customers in Virginia

§ $3.55 billion rate base(1)

§ 2009 revenue of $1.36 billion(2)

E.ON U.S.

(1) Figures per January 2010 KU and LG&E rate case filings (test year ending 10/31/09).

(2) Figures per KU and LG&E 2009 FERC Form 1 filings.

Electric service area

Gas service area

Electric and gas combined area

(1) E.ON US cost adjusted upward to include CWIP changes over the five-year period.

(2) E.ON US cost adjusted upward to include $80 million of Value Delivery Team amortization costs
over the five-year period.

Source: FERC Form 1, E.ON US Corporate Development Analysis.

Note: The Triangle = 52 US electric holding company’s averages for 2004-2008 (only includes
companies competing in all 5 segments).

15 companies

16 companies

4 companies

1 company

E.ON
US

4
Top Q

3
Top Q

2
Top Q

1
Top Q

0
Top Q

Only utility with top quartile cost performance in five major cost areas
over the 2004-2008 period

Top Quartile Cost Performance

(¢/kilowatt hour)

Competitive Rates

2009 electric retail rate comparison

Source: Edison Electric Institute, typical bills and average rates report, winter 2010 (covers January 2009 through December 2009).

Note: The EEI report surveys approximately 90 electric utilities in the US.

(1) ‘Midwest’ definition is the Reliability First Corporation area, which includes DE, IL, IN, KY, MD, MI, NJ, OH, PA WI, and WV.

Residential: 7.26 7.56 11.44 11.72

Commercial: 7.12 6.99 9.90 10.03

Industrial: 5.61 5.18 6.56 6.63

(1)

Pending Rate Cases

§ On January 29, 2010, LG&E and KU filed applications with the KPSC
requesting annual increases in base electric and gas rates

– Total request of $253 million

– Includes 11.5% requested ROE, 53% Equity

– Majority of request associated with investment and storm cost regulatory assets
previously approved by the KPSC

– Requested increases are based on an historic test year ended
October 31, 2009

§ Procedural schedule issued and well underway

– Discovery phase nearing completion

– Company rebuttal testimony due May 28, 2010

– Public hearing scheduled for June 8, 2010

– Rate increases suspended until August 1, 2010

Supportive and progressive regulation combined with competitive customer rates

Progressive and Constructive Regulation

Environmental Cost Recovery (“ECR”)

§ Recovery of and return on environmental investment required as a result of coal
combustion reflected in bill two months after incurred

Construction Work In Progress (“CWIP”)

§ History of including CWIP in ECR and base rates

Fuel Adjustment Clause (“FAC”)

§ Variations in fuel costs and economic power purchases are reflected monthly in rates
charged to electric customers two months after incurred

Gas Supply Clause Adjustment (“GSC”)

§ Cost of natural gas supply for LG&E Gas reflected in rates reset quarterly with
mechanisms to balance to actual costs and provide utility performance-based incentive

Demand Side Management (“DSM”)

§ Concurrent recovery of DSM costs including lost revenue

Kentucky Rate Mechanisms:

Strong Regulated Growth Profile

Capital expenditures

($ in millions)

Significant rate base growth opportunity driven by balanced capital
expenditures with realized ROEs ranging from 10-12% historically

Capitalization(1)

Transaction Overview and Timing

§ Committed bridge financing for cash portion of purchase price

§ Permanent financing to include debt, equity and high-equity-content
securities, and cash on hand

Estimated Closing

Financing

Pro Forma Profile

§ PPL expects to maintain its existing dividend

§ Strengthens credit position while maintaining investment-grade ratings

§ Modestly dilutive in first full year, moving to earnings accretion by 2013

Regulatory Approvals

§ State commissions: Kentucky, Virginia and Tennessee

§ Federal: FERC (Federal Power Act), DOJ (HSR)

Consideration

Transaction

§ Cash: $6.7 billion

§ Assumption of utility tax-exempt debt: $925 million

§ Year-end 2010

Overview

§ Acquisition of E.ON U.S., parent company of Louisville Gas & Electric
and Kentucky Utilities

§ $7.625 billion purchase price including approximately $450 million
of present value associated with tax benefits

§ $7.175 billion enterprise value for E.ON U.S.

Committed
Acquisition
Facility

§ $6.5 billion committed bridge facility from Bank of America Merrill Lynch and
Credit Suisse

§ Financing term extends beyond the expected timing of regulatory approvals

Balanced combination of financing sources

§ Assumption of $925 million tax-exempt utility debt

§ $800 million unsecured corporate debt and $2.1 billion first mortgage bonds at
LG&E and KU

§ $250 - $750 million cash on hand

§ $750 million - $1.0 billion high-equity-content securities

§ $2.2 - $2.6 billion common stock

§ May fund certain amounts prior to closing depending on market conditions

§ Would consider potential sale of certain non-core assets

Permanent
Financing

Transaction Financing

Transaction

Announced

Filed with KPSC

KPSC Approval

E.ON / PowerGen

April 2001

May 2001

September 2001

PowerGen / LG&E

February 2000

March 2000

May 2000

LG&E / KU

May 1997

June 1997

September 1997

KPSC has historically approved similar transactions in relatively short timeframes

Transaction Timeline

§ State regulatory approvals

– Kentucky PSC: 120-day statutory review period

– Virginia State Corporation Commission and Tennessee Regulatory Authority
expected to follow a similar timeline

§ Other regulatory approvals include FERC (Federal Power Act) and HSR

Concluding Remarks

§ Adds a best-in-class utility franchise

§ Attractive valuation

§ Rebalances business mix

§ Improves financial flexibility

§ Strengthens credit profile

§ Better positions for future growth

§ Expected year-end 2010 closing

PPL

Service territory

Generating assets

E.ON U.S.

Service territory

Generating assets

Note: Represents only PPL Electric Utilities service territory and generation in PA.

Combined Utility Platform

Q&A

Statements contained in this presentation, including statements with respect to future events and their timing, including the
acquisition by PPL Corporation of E.ON U.S., LLC and its subsidiaries Louisville Gas & Electric Company and Kentucky Utilities
Company (collectively, the “E.ON Entities”), the expected results of operations of any of the E.ON Entities or PPL Corporation
both before or following PPL Corporation’s acquisition of the E.ON Entities, as well as statements as to future earnings, energy
prices, margins and sales, growth, revenues, expenses, cash flow, credit profile, ratings, financing, asset disposition, marketing
performance, hedging, regulation, corporate strategy and generating capacity and performance, 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 expectations, assumptions and 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: capital market conditions and decisions regarding capital structure; 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; stock price performance; receipt of necessary government permits,
approvals, rate relief and regulatory cost recovery; market demand and prices for energy, capacity and fuel; weather conditions
affecting customer energy usage and operating costs; competition in power markets; the effect of any business or industry
restructuring; the profitability and liquidity of PPL Corporation, the E.ON Entities and either of their subsidiaries; new accounting
requirements or new interpretations or applications of existing requirements; operating performance of plants and other facilities;
environmental conditions and requirements and the related costs of compliance, including environmental capital expenditures
and emission allowance and other expenses; system conditions and operating costs; development of new projects, markets and
technologies; performance of new ventures; asset acquisitions and dispositions; any impact of hurricanes or other severe
weather on our business, including any impact on fuel prices; the impact of state, federal or foreign investigations applicable to
PPL Corporation, the E.ON Entities and either of their subsidiaries; the outcome of litigation against PPL Corporation, the E.ON
Entities and either of their subsidiaries; political, regulatory or economic conditions in states, regions or countries where PPL
Corporation, the E.ON Entities and either of their subsidiaries conduct business, including any potential effects of threatened or
actual terrorism or war or other hostilities; foreign exchange rates; new state, federal or foreign legislation, including new tax or
environmental legislation or regulation; and the commitments and liabilities of PPL Corporation, the E.ON Entities and each of
their subsidiaries. Any such forward-looking statements should be considered in light of such important factors and in
conjunction with PPL Corporation’s Form 10-K and other reports on file with the Securities and Exchange Commission.

Forward-Looking Information Statement