S-8

As filed with the Securities and Exchange Commission on July 20, 2011

Registration No. 333-           

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

PPL CORPORATION

(Exact name of registrant as specified in its charter)

Commonwealth of Pennsylvania
(State or other jurisdiction of incorporation or organization) 23-2758192
(I.R.S. Employer Identification Number)

Two North Ninth Street
Allentown, Pennsylvania 18101-1179
(Address of Principal Executive Offices)(Zip Code)

DIRECTORS DEFERRED COMPENSATION PLAN
(Full title of the plan)

James E. Abel
Vice President — Finance and Treasurer
PPL Corporation
Two North Ninth Street
Allentown, Pennsylvania 18101-1179
(Name and address of agent for service)

(610) 774-5151
(Telephone number, including area code, of agent for service)

Copies of all notices, orders and communication to:

Vincent Pagano, Jr.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definition of “large accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Calculation of Registration Fee

		Proposed	Proposed
		maximum	maximum	Amount of
	Amount	offering price	aggregate	registration
Title of securities to be registered	to be registered(1)	per share(2)	offering price(2)	fee(2)
Common Stock, $0.01 par value per share	250,000 shares(2)	$ 27.49	$ 6,872,500	$ 797.90

(1)	In addition to the shares set forth in the table, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the number of shares registered includes an indeterminable number of shares of common stock issuable under the Directors Deferred Compensation Plan, as this amount may be adjusted as a result of stock splits, stock dividends and antidilution provisions.
	In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h)(1) under the Securities Act. The proposed maximum offering price per share, the proposed maximum aggregate offering price and the amount of the registration fee have been computed on the basis of the average of the high and low prices per share of the common stock on the New York Stock Exchange on July 19, 2011.

EXPLANATORY NOTE

     The 250,000 shares of Common Stock of PPL Corporation (the “Company”) being registered pursuant to this Registration Statement are additional securities of the same class as other securities for which a registration statement (File No. 333-02003) on Form S-8 was filed with the Securities and Exchange Commission (the “Commission”) on March 27, 1996, as amended by Post-Effective Amendment No.1 on September 23, 2005, and as supplemented by a registration statement on Form S-8 (File No. 333-144047) dated June 26, 2007. Pursuant to General Instruction E to Form S-8, the contents of such earlier registration statements are incorporated by reference into this Registration Statement, except that the provisions contained in Part II of such earlier registration statements are modified as set forth in this Registration Statement.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 5. Interests of Named Experts and Counsel.

     The validity of the securities offered hereby has been passed upon by Frederick C. Paine, Esq., Senior Counsel of PPL Services Corporation, a subsidiary of the Company. Mr. Paine is a full-time employee of PPL Services Corporation.

Item 8. Exhibits.

Exhibit
Number	Description of Exhibit
4.1	Amended and Restated Articles of Incorporation of PPL Corporation, effective May 21, 2008 (Exhibit 3(i) to PPL Corporation Form 8-K Report (File No. 1-11459) dated May 21, 2008)
4.2	Amended and Restated Bylaws of PPL Corporation, effective May 19, 2010 (Exhibit 99.1 to PPL Corporation Form 8-K Report (File No. 1-11459) dated May 24, 2010)
4.3	Form of Common Stock Certificate (Exhibit 4.1 to PPL Corporation’s Registration Statements on Form S-3ASR (File Nos. 333-158200, 333-158200-01, 333-158200-02 and 333-158200-03))
5.1	Opinion of Frederick C. Paine, Esq., with respect to legality of securities being registered hereunder
5.2	Opinion of Simpson Thacher & Bartlett LLP with respect to legality of securities being registered hereunder
23.1	Consent of Ernst & Young LLP
23.2	Consent of PricewaterhouseCoopers LLP
23.3	Consent of Frederick C. Paine, Esq. (reference is made to Exhibit 5.1 filed herewith)
23.4	Consent of Simpson Thacher & Bartlett LLP (reference is made to Exhibit 5.2 filed herewith)
24.1	Power of Attorney

II-1

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Allentown, Commonwealth of Pennsylvania, on this 20^th day of July, 2011.

PPL CORPORATION
By:	/s/ James H. Miller
	James H. Miller
	Chairman, President & Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on the 20^th day of July, 2011.

Signature	Title
/s/ James H. Miller James H. Miller	Chairman, President and Chief Executive Officer (Principal Executive Officer and Director)
/s/ Paul A. Farr Paul A. Farr	Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Vincent Sorgi Vincent Sorgi	Vice President and Controller (Principal Accounting Officer)
* Frederick M. Bernthal	Director
* John W. Conway	Director
* Steven G. Elliott	Director
* Louise K. Goeser	Director
* Stuart E. Graham	Director
* Stuart Heydt	Director
* Venkata R. Madabhushi	Director
*	Director
Craig A. Rogerson
* Natica von Althann	Director
* Keith H. Williamson	Director

* By:	/s/ James H. Miller
	James H. Miller, Attorney-in-Fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the plan administrator of the directors deferred compensation plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Allentown, Commonwealth of Pennsylvania, on the 20^th day of July, 2011

DIRECTORS DEFERRED COMPENSATION PLAN
By:	Employee Benefit Plan Board, Plan Administrator
By:	/s/ Dale M. Kleppinger
	Dale M. Kleppinger

INDEX OF EXHIBITS

Exhibit
Number	Description of Exhibit
4.1	Amended and Restated Articles of Incorporation of PPL Corporation, effective May 21, 2008 (Exhibit 3(i) to PPL Corporation Form 8-K Report (File No. 1-11459) dated May 21, 2008)
4.2	Amended and Restated Bylaws of PPL Corporation, effective May 19, 2010 (Exhibit 99.1 to PPL Corporation Form 8-K Report (File No. 1-11459) dated May 24, 2010)
4.3	Form of Common Stock Certificate (Exhibit 4.1 to PPL Corporation’s Registration Statements on Form S-3ASR (File Nos. 333-158200, 333-158200-01, 333-158200-02 and 333-158200-03))
5.1	Opinion of Frederick C. Paine, Esq., with respect to legality of securities being registered hereunder
5.2	Opinion of Simpson Thacher & Bartlett LLP with respect to legality of securities being registered hereunder
23.1	Consent of Ernst & Young LLP
23.2	Consent of PricewaterhouseCoopers LLP
23.3	Consent of Frederick C. Paine, Esq. (reference is made to Exhibit 5.1 filed herewith)
23.4	Consent of Simpson Thacher & Bartlett LLP (reference is made to Exhibit 5.2 filed herewith)
24.1	Power of Attorney

EX-5.1

Exhibit 5.1

[PPL CORPORATION LETTERHEAD APPEARS HERE]

July 20, 2011

PPL Corporation
Two North Ninth Street
Allentown, Pennsylvania 18101

Ladies and Gentlemen:

     I am Senior Counsel of PPL Services Corporation, a wholly owned subsidiary of PPL Corporation, a corporation organized under the laws of the Commonwealth of Pennsylvania (the “Company”), and, as such, am familiar with the affairs of the Company.

     With respect to the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company on or about the date hereof with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), in connection with the registration by the Company of 250,000 shares of its Common Stock (the “Shares”), par value $0.01 per share, which have been or may be distributed to participants in the Company’s Directors Deferred Compensation Plan (the “Plan”), I wish to advise you as follows:

     I am of the opinion that the Company is a corporation validly organized and existing under the laws of the Commonwealth of Pennsylvania and is duly qualified to carry on the business which it is now conducting in that Commonwealth.

     I am further of the opinion that all necessary corporate action has been taken to authorize and approve the issuance of the Shares, and all such Shares, upon issuance in accordance with the Plan, will be validly issued, fully paid and nonassessable.

     I hereby consent to the use of this opinion as an exhibit to said Registration Statement. I also hereby give my consent to the use of my name in the opinion of Simpson Thacher & Bartlett LLP, filed as Exhibit 5.2 to said Registration Statement.

Very truly yours,
 

/s/ Frederick C. Paine  

Frederick C. Paine 

EX-5.2

Exhibit 5.2

July 20, 2011

PPL Corporation
Two North Ninth Street
Allentown, Pennsylvania 18101-1179

Ladies and Gentlemen:

     We have acted as counsel to PPL Corporation, a Pennsylvania corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the issuance by the Company of 250,000 shares of Common Stock, par value $0.01 per share (the “Shares”), to be acquired from time to time by participants (the “Participants”) under the PPL Directors Deferred Compensation Plan (the “Plan”).

     We have examined copies of the Plan, a form of the certificate for the Shares (which has been incorporated by reference as an exhibit to the Registration Statement) and the Registration Statement (including the exhibits thereto). We also have examined the originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinion hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.

     In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

     Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that (1) when the Board of Directors of the Company has taken all necessary corporate action to authorize and approve the issuance of the Shares and (2) when such Shares have been issued to Participants in the Plan in accordance with the provisions of the Plan, any newly-issued Shares to be so issued to such Participants will be validly issued, fully paid and nonassessable.

     Insofar as the opinion expressed herein relates to or is dependent upon matters governed by the law of the Commonwealth of Pennsylvania, we have relied upon the opinion of Frederick C. Paine, Esq., dated the date hereof, filed as an exhibit to the Registration Statement.

     We do not express any opinion herein concerning any law other than the Pennsylvania Business Corporation Law to the extent set forth herein.

     We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement.

Very truly yours,

SIMPSON THACHER & BARTLETT LLP

/s/ Simpson Thacher & Bartlett LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Directors Deferred Compensation Plan of PPL Corporation of our reports dated February 25, 2011, with respect to the consolidated financial statements and schedule of PPL Corporation and the effectiveness of internal control over financial reporting of PPL Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2010, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania
July 20, 2011

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of PPL Corporation of our report dated February 25, 2011 relating to the financial statements of LG&E and KU Energy LLC for the period from November 1, 2010 to December 31, 2010, which appears in PPL Corporation’s Annual Report on Form 10-K for the year ended December 31, 2010.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Louisville, Kentucky
July 20, 2011

EX-24.1

Exhibit 24.1

PPL CORPORATION

POWER OF ATTORNEY

     The undersigned directors of PPL Corporation, a Pennsylvania corporation, hereby appoint James H. Miller and Robert J. Grey their true and lawful attorneys, and each of them their true and lawful attorney, with power to act without the other and with full power of substitution and resubstitution, to execute for the undersigned directors and in their names to file with the Securities and Exchange Commission, Washington, D.C., under provisions of the Securities Act of 1933, as amended, a registration statement or registration statements for the registration under provisions of the Securities Act of 1933, as amended, and any other rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, of 250,000 shares of Common Stock of PPL Corporation (in connection with issuances made under PPL Corporation’s Directors Deferred Compensation Plan), and any and all amendments thereto, whether said amendments add to, delete from or otherwise alter any such registration statement or registration statements, or add or withdraw any exhibits or schedules to be filed therewith and any and all instruments in connection therewith. The undersigned hereby grant to said attorneys and each of them full power and authority to do and perform in the name of and on behalf of the undersigned, and in any and all capabilities, any act and thing whatsoever required or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might do, hereby ratifying and approving the acts of said attorneys and each of them.

     IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 20^th day of July, 2011.

/s/ Frederick M. Bernthal Frederick M. Bernthal	/s/ Stuart Heydt Stuart Heydt
/s/ John W. Conway	/s/ Venkata Rajamannar Madabhushi
John W. Conway	Venkata Rajamannar Madabhushi
/s/ Steven G. Elliott	/s/ James H. Miller
Steven G. Elliott	James H. Miller
/s/ Louise K. Goeser	/s/ Craig A. Rogerson
Louise K. Goeser	Craig A. Rogerson
/s/ Stuart E. Graham	/s/ Natica von Althann
Stuart E. Graham	Natica von Althann
	/s/ Keith H. Williamson Keith H. Williamson