PPL Corp - FORM 8-K - EX-99.2 - EXHIBIT 99.2

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8-K - FORM 8-K - PPL Corp	form8k.htm
EX-99.3 - EXHIBIT 99.3 - PPL Corp	form8k-exhibit99_3.htm
EX-99.1 - EXHIBIT 99.1 - PPL Corp	form8k-exhibit99_1.htm

RIIO-ED1 Business Plan Review

July 1, 2013

Exhibit 99.2

Cautionary Statements and Factors
That May Affect Future Results

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.

Agenda

Opening Remarks

RIIO-ED1 Business Plan Process & Overview

RIIO-ED1 Business Plan Financial Review

Closing Remarks

Q&A

Robert Symons

CEO, Western Power Distribution

Paul Farr

PPL Executive VP and CFO

Bill Spence

PPL Chairman, President and CEO

Bill Spence

PPL Chairman, President and CEO

RIIO-ED1

• Revenue = Incentives + Innovation + Outputs
(Electricity Distribution 1)

• It covers the eight-year period 2015 - 2023

• The key challenges are:

– Replacing aging infrastructure and maintaining the high level of security of
supply that customers expect

– The timing and scale of the work needed to prepare the networks for Low
Carbon Technologies (LCTs) (e.g. electric vehicles, heat pumps and solar PV)

– The need to deliver affordable services - we must continue to be efficient

What’s New?

• Outputs

– Greater focus on the delivery of outputs with higher returns for well-
performing efficient companies

• Stakeholder engagement

– Greater emphasis on a wide ranging consultation program

• Well-justified business plans

– Requirement to submit a high-quality, long-term “Well-Justified Business Plan”
(WJBP)

• Three-tiered approach to companies

– Fast-track approach for excellent companies with very high-quality plans

– Proportionate treatment for good companies with high-quality plans

– Full scrutiny for low performers

Price Review Process

• The review determines the allowed revenues for all electricity
distribution companies for the period April 1, 2015 to March
31, 2023

• Ofgem will decide whether to accept the plan as submitted
and fast-track the plan, or whether to subject the plan to
further examination

• Ofgem’s examination is undertaken by its own staff and by
technical consultants

Well-Justified Business Plan

• Ofgem has set out in detail what the plan should contain

• The submitted plan should have been subject to and reflect
the results of significant stakeholder engagement

• Ofgem has also specified certain assumptions to ensure
comparability between companies

• All amounts included have to be justified by external review,
market testing or cost benefit analysis

• All expenditure numbers are shown on a cash basis (i.e., no
distinction between capital and O&M)

• All amounts shown in 2012/13 money ignoring inflation

• No resubmission is possible until after the fast-track decision

Benefits of Fast-track

• The benefits of fast-tracking for WPD:

– 2.5% of total expenditures (totex) reward (~$35 million annual average)

– All costs submitted are allowed

– Fast-tracked companies will keep more of the annual savings achieved than
other companies

– Fast-tracked companies conclude review 9 months earlier than other
companies

• These benefits are part of the submitted plan and
result from the plan being fast-tracked

• Ofgem will ensure that a company that is fast-
tracked does not secure a settlement that is worse
than had they remained in the process

WPD Approach to RIIO-ED1

WPD will demonstrate that it is a company capable of being
fast-tracked by:

• Delivering what was promised during DPCR5

– Continuing to be efficient

– Outperforming other Distribution Network Operators (DNOs)

• Submitting a well-justified business plan

– A long-term plan capable of dealing with a range of future scenarios

– A plan that delivers excellent customer service and a clear set of outputs

– A plan that is efficient

– A plan that is innovative

– A plan that is supported by stakeholders

Plan Preparation

• 13 Ofgem RIIO-ED1 working groups plus sub-groups, 300 meetings
attended

• 2,000 pages of Ofgem documents analyzed and responded to

– 66-page requirements schedule and associated compliance audits

• 120 Ofgem one-on-one meetings

• 12 meetings at director level

• More than 200 cost benefit analyses prepared

• Ofgem price control review financial model, data tables and LCT
scenarios completed

• Well-justified business plan

– 160-page core document, 700 pages of supporting annexes, 2,200
pages of sub-annexes

• Plan is supported by stakeholders, cost benefit analyses, and has
been reviewed by external consultants

The Stakeholder Engagement Program

Stage 1:

Preliminary
engagement

Stage 3:

Business Plan
consultation

Stage 2:

Willingness to Pay

Customer Research

Stage 4:

Business Plan
outcome

Stage 5:

Review of our
delivery

– 24 stakeholder workshops

– 7 customer panel meetings

– 8 focus groups (domestic customers)

– 1,208 ‘willingness to pay’ interviews (domestic)

– 426 ‘willingness to pay’ interviews (business)

– 6 connections and distributed generation workshops

– 774 distributed generation customer interviews

– 408 vulnerable customer surveys

– 2 energy supplier forums

– 50 staff roadshows

Stakeholder Engagement - Key Messages

• Reliability - #1 priority for customers

– Continue to reduce the number and duration of power outages

– Improve service for worst served customers

– Improve network resilience to severe weather events

• Customers

– A quicker connections service

– Multiple communication channels

– Enhanced services to vulnerable customers

• Sustainability and Environment

– Continue undergrounding schemes in Areas of Outstanding Natural Beauty (AONB)

– Future proof the network by taking sensible incremental steps

All of the above must be delivered efficiently and demonstrate value for money

Uncertainty Mechanisms

• WPD is not proposing any additional mechanisms

• There will also be a mid-period review that is intended to cover external factors
affecting the operation of the RIIO-ED1 price control

• In order to address the uncertainty in the 8-year RIIO-ED1 period, Ofgem has
included uncertainty mechanisms

Uncertainty Mechanisms • In order to address the uncertainty in the 8 year RIIO- ED1 period, Ofgem has included uncertainty mechanisms • WPD is not proposing any additional mechanisms TypeAreacoveredFrequencyMechanisticIndexationRPIindexationofallowedrevenuesCostofdebtAnnualPassthroughBusinessratesOfgemlicense feesDataandCommunicationCompany(DCC) fixedcostsAnnualVolumedriverSmartmeterroll- outcostsAnnual(aboveadefinedthreshold) AssessedReopenerStreetworksEnhancedphysicalsitesecurityHigh- valueprojectsSinglewindow– 2019Load- relatedexpenditure2017,2020Innovationroll- outmechanism2017,2019Pensiondeficitrepairmechanism2014,2017,2020TriggerTaxAtanytime • There will also be a mid- period review that is intended to cover external factorsaffecting the operation of the RIIO- ED1 price control © PPLCorporation201313

WPD’s Plan

• The plan shows a 10.9% reduction in customer bills
between 2014/15 and 2015/16 before inflation

• Despite this reduction among other improvements:

– Network investment will increase by 7%

– Network operating costs will decrease by 15%

– Overheads, business support and non-operational capital expenditure have decreased
by 18%

– Power outages will be reduced by 13% and will be restored 20% quicker

– Guaranteed Standards penalties are voluntarily doubled

• This is possible because:

– Midlands capital unit costs were reduced by 24%

– Overhead costs were reduced by 20%

– Financing costs were reduced by cost of debt

WPD’s Plan - 75 Outputs

• We commit to additional voluntary output measures within each of the six
categories:

▲ = Improve current performance; ► = Maintain current performance

Category	Safety	Reliability	Environment	Connections	Customer Satisfaction	Social Obligations
Measures	10	8	14	10	16	17
Stakeholder View	►	▲	▲	▲	►	▲
WPD’s focus in RIIO-ED1	Reduce staff accident frequency rate by 10%	Reduce the duration of power outages by 20% Implement flood defenses at 75 substations	Reduce the amount of waste sent to landfill by 20% by 2017 (5%/yr thereafter) Underground 55km of line in AONB	Target zero Guaranteed Standard failures Better engagement with large customers	Maintain top position for customer satisfaction and complaints	Improve data on vulnerable customers Provide practical support during power failures
Voluntary	Educate 400,000 children on electrical safety	Reduce number of power outages lasting more than 12 hours by 20%		Improve overall time to deliver a connection by 20%	Double Guaranteed Standard Payments	Contact vulnerable customers every two years

WPD’s Plan - Stakeholder Endorsement

• A series of six workshops were held across WPD in April 2013

• Stakeholders were given an overview of the draft plan and
key outputs were presented in packages and discussed in
detail

• Electronic voting was used to calibrate the package of outputs
and gauge overall endorsement for the plan

• Additional specialized workshops were held covering:

– Connections

– Regulatory Distribution Use of System (DUoS) charges

– Innovation

– Social obligations

Very high overall endorsement for WPD’s plan:

• 96% agree with WPD’s plans for customer service & complaints

• 94% agree with WPD’s plans for customer communication

• 94% agree with WPD’s plans to improve connections communications

• 91% agree with WPD’s plans to enhance resilience to severe weather

• 90% agree with WPD’s plans for stakeholder engagement

• 86% agree with WPD’s plans to improve network performance

• 86% agree with WPD’s plans to make the connections service faster and more
efficient

• 82% agree with WPD’s plans to reduce the network environmental impact

• 78% agree with WPD’s plans to reduce its business carbon footprint

• 76% agree with WPD’s plans to facilitate a competitive connections market

• 74% agree with WPD’s plans to facilitate increased volumes of LCTs

WPD’s Plan - Stakeholder Headlines

Joint statement from WPD’s Customer Panel
- June 2013

Joint statement from WPD’s Customer Panel – June 2013 [Some minor edits suggested –was this a public statement? ] Western Power Distribution (WPD) was the first DNO to adopt "open and enduring stakeholder engagement, long before RIIO-ED1. They have led the way by giving stakeholders a clear say and involvement in strategic decisions for the future of the business. WPD's Customer Panel was the first of its kind and currently enables us to regularly meet the senior company managers, see the company at work and learn more about what WPD is doing, where and when. The transparent and open approach affords us the opportunity to comment on policy and feedback concerns and suggestions to management and key decisions makers directly. Collectively the professional experience and knowledge of the invited members have enabled consideration of the outputs proposed by WPD for RIIO-ED1 in order to submit a plan that would be most beneficial for stakeholders and customers. WPD respect both positive and negative response and address issues accordingly. WPD's approach to engagement is transparent, genuine and well thought out, using a wide range of methods. Meetings are a worthwhile use of our time as we see our suggestions implemented to ensure customers continue to receive the best possible overall customer service. © PPLCorporation2013 18

WPD’s Plan - Total Projected Expenditure
Summary

* Tax is not included

Core expenditure funded through DUoS (£m)
	West Midlands	East Midlands	South Wales	South West	Total
Reinforcement of the network	198.0	267.2	48.6	84.7	598.5
Non-load network investment	664.2	587.3	396.9	575.1	2,223.5
Network operating costs	354.3	370.0	193.8	304.4	1,222.5
Engineering management	288.6	290.8	147.9	214.5	941.8
Corporate activities	87.0	83.2	47.3	75.8	293.3
Workforce renewal	47.7	47.7	35.6	46.9	177.9
Vehicles, IT, property & engineering equipment	237.2	233.1	120.3	201.9	792.5
Total	1,877.0	1,879.3	990.4	1,503.3	6,250.0

Other expenditure within the price control funded through DUoS (£m)
	West Midlands	East Midlands	South Wales	South West	Total
Real price effects	143.3	141.6	71.8	112.2	468.7
Smart metering	20.6	21.6	10.0	14.6	66.8
Rates	276.0	362.7	144.8	146.4	929.9
License fees	9.6	10.4	4.0	6.4	30.4
Normal pension contributions	84.7	84.5	62.3	98.8	330.3
Deficit pension contributions	180.0	176.8	204.8	331.2	892.8
Transmission exit charges	107.9	92.7	68.7	71.6	340.9
Total*	822.1	890.3	566.4	781.2	3,059.8

WPD’s Plan –Total Projected Expenditure Summary Core expenditure funded through DUoS(£m) West Midlands East Midlands South Wales SouthWest Total Reinforcement of the network 198.0267.248.684.7598.5 Non- load network investment 664.2587.3396.9575.12,223.5 Network operating costs 354.3370.0193.8304.41,222.5 Engineering management 288.6290.8 147.9214.5941.8 Corporate activities 87.083.247.375.8293.3 Work force renewal 47.747.735.646.9177.9 Vehicles, IT, property & engineering equipment 237.2233.1120.3201.9792.5 Total 1,877.01,879.3990.41,503.36,250.0 Other expenditure within the price control funded through DUoS (£m) West Midlands East Midlands South Wales South West Total Real price effects 143.3 141.6 71.8 112.2 468.7 Smart metering 20.6 21.6 10.0 14.6 66.8 Rates 276.0 362.7 144.8 146.4 929.9 License fees 9.6 10.4 4.0 6.4 30.4 Normal pension contributions 84.7 84.5 62.3 98.8 330.3 Deficit pension contributions 180.0 176.8 204.8 331.2 892.8 Transmission exit charges 107.9 92.7 68.7 71.6 340.9 Total* 822.1 890.3 566.4 781.2 3,059.8 * Tax is not included © PPLCorporation2013 19

WPD’s Plan - Financial Assumptions

Parameter	Value*	Details
Cost of Debt	2.92%	As specified by Ofgem (10-year trailing average iBoxx rate)
Cost of Equity	6.7%	The same as DPCR5 and RIIO-GD1 (Gas Distribution 1)
Gearing	65%	The same as DPCR5
Vanilla WACC	4.24%	Derived from cost of debt and cost of equity (4.7% at DPCR5)
Capitalization	80%	Comparable to DPCR5 taking into account changes in definition
RAV Depreciation	Average of 35 years	For RIIO-ED1 we transition from the DPCR5 20-year life to a 45- year life using the transition methodology accepted by Ofgem in National Grid’s Electricity Transmission final proposals

* All amounts shown before inflation

• Ofgem has required that the business plan be submitted based on its
set of regulatory assumptions

• Converting the regulatory assumptions to PPL’s U.K. Regulated
Segment projected earnings requires a number of adjustments

• Adjustments include:

– Revenues and costs have been provided for in the business plan in real prices (2012/13)

– Ofgem has required that the WACC be based on a debt rate of 2.92% as its assumption for
the 10-year trailing iBoxx average. The rate will likely be different at the start of RIIO-ED1.
(A 15bps change in the rate equates to an EPS change of approximately $0.01 per share)

– Addition of non-regulated revenues

– Pension deficit recovery is based on deficits as of December 31, 2012; revenues must be
adjusted to reflect actual deficit amounts as of the March 31, 2013 valuation

– Annual performance incentives are not provided for in the submitted business plan

– U.S. GAAP adjustments to the regulatory financial model

– Currency conversion to U.S. dollars

– Inclusion of U.K. Holding companies and PPL domestic operating, financing and tax costs

U.K. Regulated Segment - PPL Adjustments
to the Ofgem Submitted Business Plan

• Incentives (and penalties) are a fundamental element of the
RIIO framework

• Available incentives include:

– Fast-track award equivalent to 2.5% of annual total expenditures (totex)

– Interruptions Incentive Scheme (annual performance against targets for the number and
duration of interruptions)

– Broad Measure of Customer Satisfaction (annual performance of customer views on
service level)

– Efficiency incentives (IQI) from the prior price control period and RIIO-ED1

• Included in the PPL view of the RIIO-ED1 Business Plan are the
following incentives:

Incentives

IncentivesIncentives • Incentives (and penalties) are a fundamental element of the RIIO framework • Available incentives include: – Fast- track award equivalent to 2.5% of annual total expenditures (totex) – Interruptions Incentive Scheme (annual performance against targets for the number and duration of interruptions) – Broad Measure of Customer Satisfaction (annual performance of customer views on service level) – Efficiency incentives (IQI) from the prior price control period • Included in the PPL view of the RIIO- ED1 Business Plan are the following incentives: ( $ in millions, nominal pre- t ax) Revenue Incentives ( fiscal year) 2015E 2016E Fast-Track Award 25 35 Annual Performance Incentives from DPCR5 100 100 Efficiency Incentive from DPCR5 25 20 Total Incentives 150 155 (1) Based on performance metrics set under DPCR5 © PPLCorporation201322

RIIO-ED1 Utility Revenue Walk -

PPL Adjusted Plan

2.8%
assumed

* Assumes foreign currency exchange rate of $1.58/£.

Note: Projections are presented based on Ofgem required assumptions, PPL adjustments and assumed receipt of certain incentives. Actual results may differ

materially.

U.K. Regulated Segment EPS from Ongoing
Operations Projection

Strong earnings continue in RIIO-ED1

Assumes foreign currency exchange rate of $1.58/£.

See Appendix for the reconciliation of earnings from ongoing operations to reported earnings.

Note: Projections are presented based on Ofgem required assumptions, PPL adjustments and assumed receipt of certain incentives. Actual results may differ
materially.

Cash Repatriation Projection

Significant and stable cash flow to parent

Assumes foreign currency exchange rate of $1.58/£.

Note: Projections are presented based on Ofgem required assumptions, PPL adjustments and assumed receipt of certain incentives. Actual results may differ
materially.

Concluding Remarks

• WPD well-positioned to be fast-tracked

• RIIO-ED1 business plan reflects continuation of
WPD's standard of:

– Cost efficiency

– Excellent customer service

– Network reliability

• Strong stakeholder support for business plan

Appendix

U.K. Electricity Distribution Price Control
Review Schedule

RIIO-ED1 Timetable
Provisional Timing	Milestone
September 2012	Publication of Strategy Consultation
March 2013	Strategy decision published
July 2013	DNOs submit and publish business plans
November 2013	Initial assessment and fast-track Draft Determination published
March 2014	Fast-track Final Determination published
March 2014	Non-fast-track DNOs resubmit & publish business plans
July 2014	Non-fast-track Draft Determination published
November 2014	Non-fast-track Final Determination published
December 2014	Statutory Consultation on license modifications
April 1, 2015	New price control period commences

Source: Ofgem, June 2013

Completed

Reconciliation of U.K. Regulated Segment
Earnings from Ongoing Operations to
Reported Earnings

Reconciliation of U. K. Regulated Segment Earnings from Ongoing Operations to Reported Earnings (Per Share - Dilute d) Forecast Earnings from Ongoing Operations Special Items: Foreign currency- related economic hedges Total Special Items Reported Earnings 2013 1.20$ 0.12 0.12 1.32 $ (1) $ $ High 2014 1.32 --1.32 $ $ Low 2014 1.25 --1.25 $ $ High 2015 1.31 --1.31 $ $ Low2015 1.19 --1.19 $ $ High 2016 1.33 --1.33 $ $ Low 2016 1.17 --1.17 (1) Midpoint Earnings from Ongoing Operations © PPL Corporation 2013 29

Definitions of Non-GAAP Financial Measures

Earnings from ongoing operations should not be considered as an alternative to reported earnings, or net income attributable to PPL
shareowners, which is an indicator of operating performance determined in accordance with U.S. generally accepted accounting
principles (GAAP). PPL believes that "earnings from ongoing operations," although a non-GAAP financial measure, is also useful and
meaningful to investors because it provides management's view of PPL's fundamental earnings performance as another criterion in
making investment decisions. PPL's management also uses "earnings from ongoing operations" in measuring certain corporate performance
goals. Other companies may use different measures to present financial performance.

"Earnings from ongoing operations" is adjusted for the impact of special items, as applicable. Special items include:

• Adjusted energy-related economic activity.

• Foreign currency-related economic hedges.

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

• Impairment charges (including impairments of securities in the company's nuclear decommissioning trust funds).

• Workforce reduction and other restructuring effects.

• Acquisition-related adjustments.

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

Statements contained in this presentation, including statements with respect to future earnings, cash flows, 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: market demand and prices for energy; weather conditions
affecting customer energy usage and operating costs; competition in power markets; the effect of any business or industry restructuring; new
accounting requirements or new interpretations or applications of existing requirements; operating performance of plants and other facilities; the
length of scheduled and unscheduled outages; 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 or business acquisitions and dispositions; any impact of hurricanes or
other 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 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 states,
regions or countries where PPL Corporation or its 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 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 PPL Corporation's Form 10-K and other reports on file with the Securities and Exchange Commission.

Forward-Looking Information Statement

PPL Corp - FORM 8-K - EX-99.2 - EXHIBIT 99.2 - July 1, 2013

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