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Business Acquisitions (Tables)

12 Months Ended

Dec. 31, 2012

Purchase Price and Related Purchase Price Allocation

The fair value of the consideration paid for this acquisition was as follows.

Aggregate enterprise consideration	$	326
Less: Fair value of long-term debt outstanding assumed through consolidation (a)		258
Plus: Restricted cash debt service reserves		17
Cash consideration paid for equity interests (including working capital adjustments)	$	85

(a) The long-term debt assumed through consolidation consisted of $226 million aggregate principal amount of 8.857% senior secured bonds to be fully repaid by 2025, plus $8 million of debt service reserve loans, and a $24 million fair value adjustment.

Purchase Price Allocation

The following table summarizes the allocation of the purchase price to the fair value of the major classes of assets acquired and liabilities assumed through consolidation, and the effective settlement of the tolling agreement through consolidation.

PP&E	$	505
Long-term debt (current and noncurrent) (a)		(258)
Tolling agreement (b)		(170)
Other net assets (a)		8
Net identifiable assets acquired	$	85

(a) Represents non-cash activity excluded from the 2012 Statement of Cash Flows.

(b) Prior to the acquisition, PPL EnergyPlus had recorded primarily an intangible asset, which represented its rights to and the related accounting for the tolling agreement with PPL Ironwood, LLC. On the acquisition date, PPL Ironwood, LLC recorded a liability, recognized at fair value, for its obligation to PPL EnergyPlus. The tolling agreement assets of PPL EnergyPlus and the tolling agreement liability of PPL Ironwood, LLC eliminate in consolidation for PPL and PPL Energy Supply as a result of the acquisition, and therefore the agreement is considered effectively settled. The difference between the tolling agreement assets and liability resulted in an insignificant loss on the effective settlement of the agreement.

The fair value of the consideration paid for this acquisition was as follows (in billions).

Aggregate enterprise consideration	$	6.6
Less: Fair value of long-term debt outstanding assumed through consolidation		0.8
Total cash consideration paid		5.8
Less: Funds used to repay pre-acquisition affiliate indebtedness		1.7
Cash consideration paid for Central Networks' outstanding ordinary share capital	$	4.1

The following table summarizes (in billions) the allocation of the purchase price to the fair value of the major classes of assets acquired and liabilities assumed.

Current assets (a)	$	0.2
PP&E		4.9
Intangible assets		0.1
Other noncurrent assets		0.1
Current liabilities (b)		(0.4)
PPL WEM affiliate indebtedness		(1.7)
Long-term debt (current and noncurrent) (b)		(0.8)
Other noncurrent liabilities (b)		(0.7)
Net identifiable assets acquired		1.7
Goodwill		2.4
Net assets acquired	$	4.1

(a) Includes gross contractual amount of the accounts receivable acquired of $122 million, which approximates fair value.

(b) Represents non-cash activity excluded from the 2011 Statement of Cash Flows.

The fair value of the consideration paid for this acquisition was as follows (in billions).

Aggregate enterprise consideration	$	7.6
Less: Fair value of assumed long-term debt outstanding, net		0.8
Total cash consideration paid		6.8
Less: Funds used to repay pre-acquisition affiliate indebtedness		4.3
Cash consideration paid for E.ON U.S. LLC equity interests	$	2.5

The following table summarizes (in billions) the allocation of the purchase price to the fair value of the major classes of assets acquired and liabilities assumed.

Current assets (a)	$	0.9
PP&E		7.5
Other intangibles (current and noncurrent)		0.4
Regulatory and other noncurrent assets		0.7
Current liabilities, excluding current portion of long-term debt (b)		(0.5)
PPL affiliate indebtedness (c)		(4.3)
Long-term debt (current and noncurrent) (b)		(0.9)
Other noncurrent liabilities (b)		(2.3)
Net identifiable assets acquired		1.5
Goodwill		1.0
Net assets acquired	$	2.5

(a) Includes gross contractual amount of the accounts receivable acquired of $186 million. PPL expected $11 million to be uncollectible; however, credit risk is mitigated since uncollectible accounts are a component of customer rates.

(b) Represents non-cash activity excluded from the 2010 Statement of Cash Flows.

Separation Benefits

The separation benefits, before income taxes, associated with the reorganization are as follows.

Severance compensation	$	61
Early retirement deficiency costs (ERDC) under applicable pension plans		46
Outplacement services		1
Total separation benefits	$	108

The changes in the carrying amounts of accrued severance were as follows.

		2012		2011
Accrued severance at beginning of period	$	21
Severance compensation		13	$	48
Severance paid		(34)		(27)
Accrued severance at end of period	$		$	21

Carrying Amount of Accrued Severance

WPD Midlands 2011 financial results included in PPL's Statement of Income and included in the U.K. Regulated segment were as follows.

Pro-forma Information

Operating Revenues					$	790
Net Income Attributable to PPL Shareowners						137

Pro forma Information

The pro forma financial information, which includes LKE, discussed below, as if the acquisition had occurred January 1, 2009 and WPD Midlands as if the acquisition had occurred January 1, 2010, is as follows.

	2011		2010

Operating Revenues - PPL consolidated pro forma (unaudited)	$	13,140	$	11,850
Net Income Attributable to PPL Shareowners - PPL consolidated pro forma (unaudited)		1,800		1,462

The 2010 LKE financial results included in PPL's Statement of Income and included in the Kentucky Regulated segment were as follows.

			Net Income
			(Loss)
			Attributable
	Operating		to PPL
	Revenues		Shareowners

From November 1, 2010 – December 31, 2010	$	493	$	47

Nonrecurring Adjustments to Pro-forma Information

The pre-tax nonrecurring credits (expenses) presented in the following table were directly attributable to the WPD Midlands and LKE acquisitions and adjustments were included in the calculation of pro forma operating revenue and net income to remove the effect of these nonrecurring items and the related income tax effects.

Income Statement

Line Item

2011

2010

WPD Midlands acquisition

2011 Bridge Facility costs (a)

Interest Expense

(44)

Foreign currency loss on 2011 Bridge Facility (b)

Other Income (Expense) - net

(57)

Net hedge gains associated with the 2011 Bridge Facility (c)

Other Income (Expense) - net

Hedge ineffectiveness (d)

Interest Expense

(12)

U.K. stamp duty tax (e)

Other Income (Expense) - net

(21)

Separation benefits (f)

Other operation and maintenance

(102)

Other acquisition-related adjustments

(g)

(77)

LKE acquisition

2010 Bridge Facility costs (h)

Interest Expense

(80)

Other acquisition-related adjustments (i)

Other Income (Expense) - net

(31)

(a) The 2011 Bridge Facility costs, primarily commitment and structuring fees, were incurred to establish a bridge facility for purposes of funding the WPD Midlands acquisition purchase price.

(b) The 2011 Bridge Facility was denominated in GBP. The amount includes a $42 million foreign currency loss on PPL Capital Funding's repayment of its 2011 Bridge Facility borrowing and a $15 million foreign currency loss associated with proceeds received on the U.S. dollar-denominated senior notes issued by PPL WEM in April 2011 that were used to repay a portion of PPL WEM's borrowing under the 2011 Bridge Facility.

(c) The repayment of borrowings on the 2011 Bridge Facility was economically hedged to mitigate the effects of changes in foreign currency exchange rates with forward contracts to purchase GBP, which resulted in net hedge gains.

(d) The hedge ineffectiveness includes a combination of ineffectiveness associated with closed out interest rate swaps and a charge recorded as a result of certain interest rate swaps failing hedge effectiveness testing, both associated with the acquisition financing.

(e) The U.K. stamp duty tax represents a tax on the transfer of ownership of property in the U.K. incurred in connection with the acquisition.

(f) See "Separation Benefits - U.K. Regulated Segment" above.

(g) Primarily includes acquisition-related advisory, accounting and legal fees recorded in "Other Income (Expense) - net" and contract termination costs, rebranding costs and relocation costs recorded in "Other operation and maintenance."

(h) Primarily commitment and structuring fees, incurred to establish a bridge facility for purposes of funding the acquisition purchase price.

(i) Primarily includes acquisition-related advisory, accounting and legal fees.

PPL Energy Supply LLC [Member]

Business Acquisition [Line Items]

Purchase Price and Related Purchase Price Allocation

The fair value of the consideration paid for this acquisition was as follows.

Aggregate enterprise consideration	$	326
Less: Fair value of long-term debt outstanding assumed through consolidation (a)		258
Plus: Restricted cash debt service reserves		17
Cash consideration paid for equity interests (including working capital adjustments)	$	85

Purchase Price Allocation

PP&E	$	505
Long-term debt (current and noncurrent) (a)		(258)
Tolling agreement (b)		(170)
Other net assets (a)		8
Net identifiable assets acquired	$	85

(a) Represents non-cash activity excluded from the 2012 Statement of Cash Flows.

LG And E And KU Energy LLC [Member]

Business Acquisition [Line Items]

Purchase Price and Related Purchase Price Allocation

The push-down accounting for the fair value of assets acquired and liabilities assumed was as follows (in millions).

		LKE		LG&E		KU
Current assets	$	969	$	503	$	341
Investments		31		1		30
PP&E		7,469		2,935		4,531
Other intangibles (current and noncurrent)		427		226		201
Regulatory and other noncurrent assets		689		416		274
Current liabilities, excluding current portion of long-term debt		(516)		(420)		(367)
PPL affiliate indebtedness		(4,349)		(485)		(1,331)
Long-term debt (current and noncurrent)		(934)		(580)		(352)
Other noncurrent liabilities		(2,289)		(1,283)		(1,278)
Net identifiable assets acquired		1,497		1,313		2,049
Goodwill		996		389		607
Net assets acquired		2,493		1,702		2,656
Capital Contribution on November 1, 2010, to replace affiliate indebtedness		1,565
Beginning equity balance on November 1, 2010	$	4,058	$	1,702	$	2,656

- Definition

Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.

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- Definition

Tabular disclosure of restructuring and related costs by type of restructuring including the description of the restructuring costs, such as the expected cost; the costs incurred during the period; the cumulative costs incurred as of the balance sheet date; the income statement caption within which the restructuring charges recognized for the period are included; and changes to an entity's restructuring reserve that occurred during the period associated with the exit from or disposal of business activities or restructurings for each major type of cost.

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- Definition

Tabular disclosure of an entity's restructuring reserve that occurred during the period associated with the exit from or disposal of business activities or restructurings for each major type of cost. This element may also include a description of any reversal and other adjustment made during the period to the amount of an accrued liability for restructuring activities. This element may be used to encapsulate the roll forward presentations of an entity's restructuring reserve by type of cost and in total, and explanation of changes that occurred in the period.

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