UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
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[X] |
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
For the fiscal year ended
December 31, 2021
OR
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[ ] |
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the transition period from _________ to
___________
Commission file number 001-11459
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A. |
Full title of the plan and the address of the plan, if different
from that of the issuer named below: |
PPL EMPLOYEE STOCK OWNERSHIP PLAN
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B. |
Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office: |
PPL Corporation
Two North Ninth Street
Allentown, PA 18101-1179
PPL EMPLOYEE STOCK OWNERSHIP PLAN
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 2021 AND 2020
&
REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM
&
SUPPLEMENTAL SCHEDULE
PPL EMPLOYEE STOCK
OWNERSHIP PLAN
Table of Contents
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Page |
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Report of Independent Registered Public Accounting Firm |
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Financial Statements: |
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Statements of Net Assets Available for Benefits |
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Statements of Changes in Net Assets Available for
Benefits |
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Notes to the Financial Statements |
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Supplemental Schedule: |
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Schedule H, Line 4(i) - Schedule of Assets (Held at End of
Year) |
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Report of Independent Registered Public Accounting
Firm
To the Plan Administrator and Plan Participants of PPL Employee
Stock Ownership Plan:
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available
for benefits of the PPL Employee Stock Ownership Plan (the "Plan")
as of December 31, 2021 and 2020, the related statements of changes
in net assets available for benefits for the years then ended, and
the related notes and schedule (collectively referred to as the
"financial statements"). In our opinion, the financial statements
present fairly, in all material respects, the net assets available
for benefits of the Plan as of December 31, 2021 and 2020, and the
changes in net assets available for benefits for the years then
ended, in conformity with accounting principles generally accepted
in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on the
Plan's financial statements based on our audits. We are a public
accounting firm registered with the Public Company Accounting
Oversight Board (United States) ("PCAOB") and are required to be
independent with respect to the Plan in accordance with the U.S.
federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error
or fraud.
Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis
for our opinion.
Supplemental Information
The supplemental Schedule H, Line 4i – Schedule of Assets (Held at
End of Year) as of December 31, 2021, has been subjected to audit
procedures performed in conjunction with the audit of the Plan’s
financial statements. The supplemental information is the
responsibility of the Plan’s management. Our audit procedures
included determining whether the supplemental information
reconciles to the financial statements or the underlying accounting
and other records, as applicable, and performing procedures to test
the completeness and accuracy of the information presented in the
supplemental information. In forming our opinion on the
supplemental information, we evaluated whether the supplemental
information, including its forms and content, is presented in
conformity with the Department of Labor’s Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. In our opinion, the supplemental information
is fairly stated, in all material respects, in relation to the
financial statements as a whole.
/s/ Baker Tilly US, LLP
We have served as the Plan's auditor since 2005.
Philadelphia, Pennsylvania
June 10, 2022
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PPL EMPLOYEE STOCK OWNERSHIP PLAN |
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STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER
31, |
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(Thousands of Dollars) |
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2021 |
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2020 |
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ASSETS |
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Investments, at fair value (Note 4) |
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$ |
137,085 |
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$ |
135,985 |
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Investments, at contract value (Note 3): |
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Plan interest in PPL Defined Contribution Master Trust |
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895 |
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878 |
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Total investments |
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137,980 |
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136,863 |
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Receivables: |
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Accrued dividends |
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1,860 |
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1,964 |
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Due from broker for securities sold |
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3 |
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16 |
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Total receivables |
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1,863 |
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1,980 |
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TOTAL ASSETS |
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139,843 |
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138,843 |
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LIABILITIES |
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Dividends payable to participants |
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1,860 |
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1,964 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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$ |
137,983 |
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$ |
136,879 |
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The accompanying notes are an integral part of these financial
statements.
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PPL EMPLOYEE STOCK OWNERSHIP PLAN |
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STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS |
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FOR THE YEARS ENDED DECEMBER 31, |
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(Thousands of Dollars) |
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2021 |
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2020 |
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CHANGES IN NET ASSETS ATTRIBUTABLE TO |
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Investment income (loss): |
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Net appreciation (depreciation) in fair value of
investments |
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$ |
8,929 |
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(35,837) |
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Dividend income |
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7,650 |
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7,880 |
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Plan interest in investment income of PPL Defined Contribution
Master Trust (Note 3) |
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38 |
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38 |
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Total investment income (loss), net |
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16,617 |
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(27,919) |
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DEDUCTIONS |
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Distributions of dividends to participants |
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(2,892) |
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(3,091) |
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Distributions of stock and cash to participants |
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(12,620) |
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(8,023) |
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Administrative expenses |
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(1) |
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(1) |
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Total deductions |
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(15,513) |
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(11,115) |
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Net increase (decrease) |
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1,104 |
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(39,034) |
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NET ASSETS AVAILABLE FOR BENEFITS |
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Beginning of year |
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136,879 |
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175,913 |
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End of year |
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$ |
137,983 |
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$ |
136,879 |
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The accompanying notes are an integral part of these financial
statements.
PPL EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
1. PLAN DESCRIPTION
The PPL Employee Stock Ownership Plan (the "Plan") was adopted
effective January 1, 1975 to provide for employee stock ownership
in PPL Corporation ("PPL"). The Plan is currently sponsored by PPL
Services Corporation (the "Company"), an unregulated subsidiary of
PPL. Amounts contributed to the Plan are used to purchase shares of
PPL common stock ("Common Stock"). The following description of the
Plan provides only general information. Participants should refer
to the plan document for a more complete description of the Plan
provisions.
Employees of participating PPL companies, as defined in the plan
document, are eligible to participate in the Plan on the first day
of the month following their date of hire. Effective January 1,
2015, the Plan was closed to newly-hired salaried
employees.
The shares of Common Stock ("Shares") allocated to a participant's
account may not exceed the maximum permitted by law. All Shares
credited to a participant's account are 100% vested and
nonforfeitable, but cannot be pledged as security by the
participant. Each participant is entitled to exercise voting rights
attributable to the shares attributed to his/her account. The
Common Stock is held by Fidelity Management Trust Company (the
"Trustee").
The Plan allows for dividends on Shares held to be reinvested in
the Plan or paid in cash to participants. Under existing income tax
laws, PPL is permitted to deduct the amount of those dividends for
income tax purposes on its consolidated federal income tax return
and to contribute the resulting tax savings (dividend-based
contribution) to the Plan. The dividend-based contribution can be
made in Shares or in cash that is used to buy Shares. The
dividend-based contribution is expressly conditioned upon the
deductibility of the contribution for federal income tax purposes.
Shares are allocated to participants' accounts, 75% on the basis of
Shares held in a participant's account and 25% on the basis of the
participant's compensation.
Participants may elect to withdraw from their accounts Shares that
have been allocated with respect to a plan year ending at least 36
months prior to the end of the plan year in which the election is
made. Participants so electing may receive cash or Common Stock for
the number of whole Shares and cash for any fractional Shares
available for withdrawal, or may make a rollover to a qualified
plan.
Participants who have attained age 55 and have completed ten years
of participation in the Plan may elect to withdraw Shares or
diversify the value of Shares held into other investment options
under the Plan. For the first five years after meeting the
requirement, participants may withdraw or diversify up to an
aggregate of 25% of such Shares. In the sixth year, qualified
participants may withdraw or diversify up to an aggregate of 50% of
such Shares. Participants who elect to diversify may direct the
Trustee to invest their eligible diversification amounts into
various mutual funds and investments, which are similar to those
provided through PPL's 401(k) savings plans.
Upon termination of service with a participating PPL company,
participants are entitled to make a withdrawal and receive cash or
Common Stock for the number of whole Shares and cash for any
fractional Shares allocated to them, or may make a rollover to a
qualified plan. Participants who
PPL EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
terminate service with a participating PPL company and whose
account balance exceeds, or exceeded at the time of any prior
distribution, $1,000, may defer distribution of the Shares in their
account until April 1st of the calendar year following the year in
which the participant attains age 72. If a participant wishes to
withdraw prior to the age requirement, the entire account balance
must be withdrawn.
The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA"), as amended. The plan is
designed to comply with section 4975(e)(7) and the regulations of
the Internal Revenue Code of 1986, as amended (IRC).
Provisions of the plan regarding vesting, distributions and other
matters are more fully described in the plan document and Summary
Plan Description.
The Plan is administered by the Employee Benefit Plan Board (the
"Plan Administrator"), which is composed of certain PPL officers
and employees appointed by the Board of Directors of
PPL.
Company contributions are held and managed by the Trustee, which
invests securities and cash received, interest, and dividend income
and makes distributions to participants. The Plan pays investment
and certain administrative expenses directly.
Certain administrative functions of the Plan are performed by
employees of the Company. No such employees receive compensation
from the Plan.
Certain professional fees and administrative expenses incurred by
the Plan are paid by the Company and are not included in these
financial statements.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements have been prepared under the
accrual basis of accounting.
For the following note disclosures dollar amounts are presented in
thousands.
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of additions and
deductions during the reporting period. Actual results could differ
from those estimates.
Investments are reported at fair value (except for fully
benefit-responsive investment contracts, which are reported at
contract value). Fair value is the price that would be received to
sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.
The Plan Administrator determines the Plan’s valuation policies
utilizing information provided by the investment advisors, Trustee
and insurance companies. See Note 4 for discussion of fair value
measurements.
PPL EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded on the accrual basis. Dividends
are recorded on the ex-dividend date. Net appreciation
(depreciation) includes the gains and losses on investments bought
and sold as well as held during the year.
Distributions to participants who terminate service for reasons
other than retirement, disability or death are recorded in the
period during which service is terminated unless such participants
defer the distributions. Single sum distributions for active,
retired, deceased, disabled and deferred terminated participants
are recorded as distributed. Installment payments are recorded as
distributed.
3. INTEREST IN PPL DEFINED CONTRIBUTION MASTER TRUST
PPL maintains the PPL Defined Contribution Master Trust (the
"Master Trust") with the Trustee to pool the investments of its
defined contribution benefit plans. The Blended Interest Rate Fund
(the "Fund") is the only investment option of the Plan included in
the Master Trust, and represented less than 1% of plan assets at
December 31, 2021 and 2020. Therefore, no detailed disclosures
related to the Master Trust have been presented in these financial
statements. The Fund is structured as a synthetic investment
contract and meets the fully benefit-responsive investment contract
criteria to be measured at contract value. Contract value is the
amount received by participants initiating transactions under the
terms of the Plan. Contract value represents contributions made,
plus earnings, less withdrawals and administrative
expenses.
Investments directed by participants to the Fund within the Master
Trust are combined with similar investments applicable to other
plans participating in the Master Trust and invested in high-grade
investment contracts issued by insurance companies and banks, as
well as other high-quality debt obligations and short-term money
market instruments. Wrapper contracts are purchased from another
party, which are agreements that allow for the Fund to maintain a
constant net asset value (“NAV”) and provide for participant
transactions to be made at contract value. In a typical wrapper
contract, the wrapper issuer agrees to pay the Fund the difference
between the contract value and the market value of the covered
assets if the market value becomes totally exhausted as a result of
significant participant redemptions. Purchasing wrapper contracts
is similar to buying insurance, in that the Fund pays a relatively
small amount to protect against the relatively unlikely event of
participant redemption of most of the shares of the Fund. The fair
value of the wrapper contracts is determined using the replacement
cost methodology that incorporates various inputs including the
difference between the market for wrapper fees and the actual
wrapper fees currently charged.
Wrapper contracts accrue interest using a formula called the
"crediting rate." Wrapper contracts use the crediting rate formula
to convert market value changes in the covered assets into income
distributions in order to minimize the difference between the
market and contract value of the covered assets over time. Using
the crediting rate formula, an estimated future market value is
calculated by compounding the Fund's current market value at the
Fund's current yield to maturity for a period equal to the Fund's
duration. The crediting rate is the discount rate that
PPL EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
equates estimated future market value with the Fund's current
contract value. Crediting rates are reset monthly.
4. FAIR VALUE MEASUREMENTS
The framework for measuring fair value provides a fair value
hierarchy that prioritizes the inputs to valuation techniques used
to measure fair value. The hierarchy gives the highest priority to
unadjusted quoted prices in active markets for identical assets or
liabilities (Level 1) and the lowest priority to unobservable
inputs (Level 3). The three levels of the fair value hierarchy are
described as follows:
Level 1 - Inputs to the valuation methodology are unadjusted quoted
prices for identical assets or liabilities in active markets that
the Plan has the ability to access.
Level 2 - Inputs to the valuation methodology include quoted prices
for similar assets or liabilities in active markets, quoted prices
for identical or similar assets or liabilities in inactive markets,
inputs other than quoted prices that are observable for the asset
or liability, and inputs that are derived principally from or
corroborated by observable market data by correlation or other
means. If the asset or liability has a specified (contractual)
term, the Level 2 input must be observable for substantially the
full term of the asset or liability.
Level 3 - Inputs to the valuation methodology are unobservable.
Management believes such inputs are predicated on the assumptions
market participants would use to measure the asset at fair
value.
The asset or liability's fair value measurement level within the
fair value hierarchy is based on the lowest level of any input that
is significant to the fair value measurement. Valuation techniques
maximize the use of relevant observable inputs and minimize the use
of unobservable inputs.
The following tables summarize instruments measured at fair value
on a recurring basis at December 31, 2021 and
2020:
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Fair Value Measurements at December 31, 2021 |
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Total |
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Level 1 |
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Level 2 |
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Level 3 |
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Common stock |
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$ |
134,156 |
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$ |
134,156 |
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$ |
— |
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$ |
— |
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Mutual funds |
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31 |
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31 |
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— |
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— |
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$ |
134,187 |
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$ |
134,187 |
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$ |
— |
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$ |
— |
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Common collective trust funds (a) |
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2,898 |
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$ |
137,085 |
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PPL EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
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Fair Value Measurements at December 31, 2020 |
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Total |
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Level 1 |
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Level 2 |
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Level 3 |
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Common stock |
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$ |
132,881 |
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$ |
132,881 |
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$ |
— |
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$ |
— |
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Mutual funds |
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14 |
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14 |
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— |
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— |
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$ |
132,895 |
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$ |
132,895 |
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$ |
— |
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$ |
— |
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Common collective trust funds (a) |
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3,090 |
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$ |
135,985 |
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(a)In
accordance with accounting guidance certain investments that are
measured at fair value using NAV, or its equivalent, practical
expedient have not been classified in the fair value hierarchy. The
fair value amounts presented in the table are intended to permit
reconciliation of the fair value hierarchy to the amounts presented
in the Statements of Net Assets Available for
Benefits.
Following is a description of the valuation methodologies used for
assets measured at fair value. There have been no changes in the
methodologies used at December 31, 2021 and 2020.
The fair value measurement of common stock, classified as Level 1,
is based on its quoted market price in an active
market.
The fair value measurements of mutual funds, classified as Level 1,
are valued at the daily closing prices as reported by the funds.
Mutual funds held by the Plan are open-end mutual funds that are
registered with the U.S. Securities and Exchange Commission. These
funds are required to publish their daily NAV and to transact at
that price. The mutual funds held by the Plan are deemed to be
actively traded.
The fair value measurements of common collective trust funds are
valued at the NAV of units of a bank collective trust. The NAV, as
provided by the Trustee, is used as a practical expedient to
estimate fair value. The NAV is based on the fair value of the
underlying investments held by the fund less its liabilities. This
practical expedient is not used when it is determined to be
probable that the fund will sell the investment for an amount
different than the reported NAV. There are no unfunded commitments.
Participant transactions (purchases and sales) may occur daily. If
the Plan was to initiate a full redemption of the collective trust,
the investment advisor reserves the right to temporarily delay
withdrawal from the trust in order to ensure that securities
liquidations will be carried out in an orderly business
fashion.
The preceding methods described may produce a fair value
calculation that may not be indicative of net realizable value or
reflective of future fair values. Furthermore, although the Plan
believes its valuation methods are appropriate and consistent with
other market participants, the use of different methodologies or
assumptions to determine the fair value of certain financial
instruments could result in a different value measurement at the
reporting date.
PPL EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
5. NONPARTICIPANT - DIRECTED INVESTMENTS
The Plan's investments in Common Stock at December 31 are as
follows:
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2021 |
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2020 |
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Number of Shares |
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4,462,933 |
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4,712,080 |
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Cost |
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$ |
85,418 |
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$ |
89,161 |
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Fair Value |
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$ |
134,156 |
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$ |
132,881 |
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The fair value per share of Common Stock at December 31, 2021
and 2020 was $30.06 and $28.20, respectively.
The changes in nonparticipant-directed investments were as
follows:
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Year Ended December 31, 2021 |
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Year Ended December 31, 2020 |
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Dividends |
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$ |
7,650 |
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$ |
7,880 |
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Net appreciation (depreciation) |
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8,533 |
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(36,410) |
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Benefits paid to participants |
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(14,656) |
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(10,778) |
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Transfers to participant-directed investments |
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(252) |
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(283) |
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$ |
1,275 |
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$ |
(39,591) |
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6. RELATED PARTY AND PARTY-IN INTEREST TRANSACTIONS
The Plan investments are primarily PPL Common Stock. Transactions
involving Shares qualify as party-in-interest transactions under
the provisions of ERISA. Total sales at market value related to PPL
Common Stock for 2021 and 2020 were $11,511 and $7,971,
respectively. In 2021 and 2020, Participants elected to purchase
additional shares of stock using dividends received on their
existing shares totaling $4,758 and $4,789,
respectively.
No dividend-based contributions were made to the Plan for the years
ended December 31, 2021 and 2020.
Certain investments held in the Plan are shares of mutual funds
managed by Fidelity Investments. Fidelity Investments is an
affiliate of the Trustee and therefore, transactions in these
investments qualify as party-in-interest transactions that are
exempt from the prohibited transaction rules.
7. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has
the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of ERISA.
In the event of Plan termination, participants would receive
distribution of their accounts.
PPL EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
8. TAX STATUS
The Plan obtained its latest determination letter dated May 13,
2014, in which the Internal Revenue Service (the "IRS") stated that
the Plan, as then designed, was in compliance with the applicable
requirements of the IRC. The Plan Administrator believes that the
Plan is designed and is currently being operated in compliance with
the applicable requirements of the IRC and therefore, believes that
the Plan is qualified, and the related trust is tax
exempt.
Accounting principles generally accepted in the United States of
America require Plan management to evaluate tax positions taken by
the Plan and recognize a tax liability (or asset) if the Plan has
taken an uncertain position that more likely than not would not be
sustained upon examination by the IRS. The Plan is subject to
routine audits by taxing jurisdictions; however, there are
currently no audits for any tax periods in progress. The Plan
Administrator believes it is no longer subject to income tax
examinations for years prior to 2018.
9. RISK AND UNCERTAINTIES
The Plan investments consist primarily of PPL Common Stock in
addition to various investment funds, which are exposed to various
risks, such as interest rate, market, and credit risks, as well as
valuation assumptions based on earnings, cash flows, and other such
techniques. Due to the level of risk associated with these
investments and to uncertainties inherent in estimates and
assumptions, it is at least reasonably possible that changes in the
value will occur in the near term and that such changes could
materially affect the amounts reported in the Statements of Net
Assets Available for Benefits.
For additional information, Plan participants should refer to PPL’s
periodic reports and other filings with the Securities and Exchange
Commission with respect to PPL and its Common Stock, and the
applicable prospectus with respect to each of the various available
investment funds.
10. RECONCILIATION TO FORM 5500
For financial reporting purposes, the investment in the Master
Trust related to fully benefit-responsive investment contracts is
presented at contract value. However, this investment should be
reported at fair value on the Form 5500.
The following is a reconciliation of Net Assets Available for
Benefits per the financial statements to the Form 5500 at December
31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
2020 |
|
Net assets available for benefits per the financial
statements |
|
$ |
137,983 |
|
|
$ |
136,879 |
|
|
Adjustment from contract value to fair value for fully
benefit-responsive investment contracts |
|
7 |
|
|
31 |
|
|
Net assets available for benefits per the Form 5500 |
|
$ |
137,990 |
|
|
$ |
136,910 |
|
PPL EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
The following reconciliation details the reporting differences from
the Plan's financial statements to the Form 5500 for the Plan
investment income from the Master Trust and the adjustment for fair
value reporting of fully benefit-responsive contracts for the years
ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
|
Investment income in Master Trust per the financial
statements |
|
$ |
38 |
|
|
|
|
Adjustment from contract value to fair value for fully
benefit-responsive investment contracts previous year |
|
(31) |
|
|
|
|
Adjustment from contract value to fair value for fully
benefit-responsive investment contracts current year |
|
7 |
|
|
|
|
Investment gain in Master Trust per the Form 5500 |
|
$ |
14 |
|
|
|
11. PENDING LITIGATION
In January 2022, the law firm Schlichter, Bogard & Denton
(Schlichter) filed a class action lawsuit against PPL in the United
States District Court for the Eastern District of Pennsylvania on
behalf of five current and former employees who participate in the
Plan as well as the PPL Employee Savings Plan, PPL Deferred Savings
Plan, and LG&E and KU Savings Plan. The lawsuit claims plan
fiduciaries breached their duties by (1) failing to remove the
allegedly underperforming Northern Trust Focus Funds as an
investment option in the Plan as well as the PPL Employee Savings
Plan, PPL Deferred Savings Plan, and the LG&E and KU Energy
Savings Plan and (2) selecting higher-cost share classes when
lower-cost share classes of the same investment option were
available. The lawsuit also claims that PPL failed to monitor
appointed fiduciaries. PPL filed a motion to dismiss the lawsuit on
April 5, 2022.
12. SUBSEQUENT EVENTS
Acquisition
On March 17, 2021, subsidiaries of PPL entered into binding
agreements with subsidiaries of National Grid Plc (National Grid)
for (i) the disposition of PPL WPD Investments Limited, an indirect
wholly-owned subsidiary of PPL (WPD Sale), and (ii) the acquisition
of The Narragansett Electric Company, an indirect wholly-owned
subsidiary of National Grid (Narragansett Electric
Acquisition).
The WPD Sale closed on June 14, 2021, after receiving all required
regulatory approvals. PPL has not had and will not have any
significant involvement with the U.K. utility business since
completion of the sale.
The Narragansett Electric Acquisition closed on May 25, 2022, after
receiving all required regulatory approvals and
waivers.
PPL EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
Common Stock Dividends
In November 2021, PPL declared its quarterly common stock dividend,
payable January 3, 2022, at 41.50 cents per share. In February
2022, PPL declared its quarterly common stock dividend, payable
April 1, 2022, at 20.00 cents per share. On June 9, 2022, PPL
declared its quarterly common stock dividend, payable July 1, 2022,
at 22.50 cents per share. The increase from the first quarter
dividend follows the closing of the Narragansett Electric
Acquisition in May 2022. Future dividends will be declared at the
discretion of the Board of Directors of PPL and will depend upon
future earnings, cash flows, financial and legal requirements and
other factors.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Name:
PPL EMPLOYEE STOCK OWNERSHIP PLAN
|
|
Plan Number:
002
|
|
|
|
|
Plan Sponsor:
PPL SERVICES CORPORATION
|
|
EIN:
23-3041441
|
|
|
|
|
|
|
|
|
|
|
Schedule H, Line 4(i) - SCHEDULE OF ASSETS (Held at End of
Year) |
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
(a) |
(b) |
|
(c) |
|
(d) |
|
|
(e) |
|
Identity of Issue, Borrower, Lessor or Similar Party |
|
Description of Investment
including maturity date, rate of interest, collateral, par or
maturity value |
|
Cost |
|
|
Current Value |
|
* |
PPL Corporation |
|
4,462,933 Shares of PPL Corp Common Stock - $0.01 par
value |
|
$ |
85,417,593 |
|
|
|
$ |
134,155,779 |
|
|
Dodge & Cox Stock Fund |
|
Mutual Fund |
|
15,690 |
|
** |
|
21,305 |
|
|
PIMCO All Asset Inst |
|
Mutual Fund |
|
3,885 |
|
** |
|
3,841 |
|
|
PIMCO Income Inst |
|
Mutual Fund |
|
5,870 |
|
** |
|
5,818 |
|
|
BlackRock LP Index Retirement |
|
Common Collective Trust Fund |
|
926,816 |
|
** |
|
1,090,325 |
|
|
BlackRock LP Index 2025 |
|
Common Collective Trust Fund |
|
173,485 |
|
** |
|
210,247 |
|
|
BlackRock LP Index 2030 |
|
Common Collective Trust Fund |
|
37,700 |
|
** |
|
48,765 |
|
|
BlackRock LP Index 2035 |
|
Common Collective Trust Fund |
|
— |
|
** |
|
13 |
|
|
BlackRock LP Index 2040 |
|
Common Collective Trust Fund |
|
444 |
|
** |
|
625 |
|
|
BlackRock LP Index 2045 |
|
Common Collective Trust Fund |
|
19 |
|
** |
|
27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Northern Trust S&P 500 Index Fund |
|
Common Collective Trust Fund |
|
221,146 |
|
** |
|
363,984 |
|
|
Northern Trust Extended Equity Market Index Fund |
|
Common Collective Trust Fund |
|
18,690 |
|
** |
|
21,601 |
|
|
Northern Trust Aggregate Bond Index Fund |
|
Common Collective Trust Fund |
|
33,718 |
|
** |
|
37,702 |
|
|
Northern Trust ACWI ex-US Fund |
|
Common Collective Trust Fund |
|
29,764 |
|
** |
|
39,378 |
|
|
FIAM Small/Mid Cap Core |
|
Common Collective Trust Fund |
|
35,249 |
|
** |
|
44,858 |
|
|
Mawer International Equity Fund A |
|
Common Collective Trust Fund |
|
8,174 |
|
** |
|
12,200 |
|
|
* |
Fidelity Growth Co Pool Class 2 |
|
Common Collective Trust Fund |
|
884,811 |
|
** |
|
937,234 |
|
|
Prudential Core Plus Bond Fund Class 15 |
|
Common Collective Trust Fund |
|
90,705 |
|
** |
|
91,107 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
87,903,759 |
|
|
|
$ |
137,084,809 |
|
*Represents a Party-in-interest.
**Cost information provided for participant directed investments is
not required, but is disclosed because it is readily
available.
EXHIBIT INDEX
|
|
|
|
|
|
|
|
|
|
EXHIBIT |
|
|
|
|
Consent of Baker Tilly US, LLP, Independent Registered
Public |
|
Accounting Firm Dated |
June 10, 2022 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Employee Benefit Plan Board has duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PPL Employee Stock Ownership Plan |
|
|
|
|
|
|
By: |
/s/ Christine Hess |
|
|
|
Christine Hess |
|
|
|
Chair, Employee Benefit Plan Board |
|
|
|
PPL Corporation |
|
Dated: |
June 10, 2022 |
|
|
PPL (NYSE:PPL)
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