UNITED ~~STATES SECURITIES~~ ~~AND EXCHANGE COMMISSION Washington, D.C. 20549~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~the~~Date ~~Securities~~of ~~Exchange~~Report ~~Act~~(Date of ~~1934~~ earliest event reported): November 6, 2013

Date of Report (Date of earliest event reported): July 7, 2006

Commission File Number	Registrant; State of Incorporation; Address and Telephone Number	IRS Employer Identification No.

1-11459	PPL Corporation (Exact name of Registrant as specified in its charter) (Pennsylvania) Two North Ninth Street Allentown, PA 18101-1179 (610) 774-5151	23-2758192

333-173665	LG&E and KU Energy LLC (Exact name of Registrant as specified in its charter) (Kentucky) 220 West Main Street Louisville, KY 40202-1377 (502) 627-2000	20-0523163

1-2893	Louisville Gas and Electric Company (Exact name of Registrant as specified in its charter) (Kentucky) 220 West Main Street Louisville, KY 40202-1377 (502) 627-2000	61-0264150

1-3464	Kentucky Utilities Company (Exact name of Registrant as specified in its charter) (Kentucky and Virginia) One Quality Street Lexington, KY 40507-1462 (502) 627-2000	61-0247570

~~Louisville~~Check ~~Gas~~the ~~and~~appropriate ~~Electric Company~~box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

(Exact name of registrant as specified in its charter)

Kentucky	1-2893	61-0264150
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
220 West Main Street, P.O. Box 32010, Louisville, Kentucky (Address of principal executive offices)		40232 (Zip Code)

Registrant’s telephone number, including area code: (502) 627-2000

(Former name or former address, if changed since last report)

Kentucky Utilities Company (Exact name of registrant as specified in its charter)

Kentucky and Virginia	1-3464	61-0247570
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Quality Street, Lexington, Kentucky (Address of principal executive offices)		40507 (Zip Code)

Registrant’s telephone number, including area code: (857) 255-2100

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~This combined Form~~Section 82 -K isFinancial ~~separately filed by Louisville Gas and Electric Company and Kentucky Utilities Company.~~ Information ~~contained herein relating to any individual registrant is filed by such registrant on its own behalf and each registrant makes no representation as to information relating to the other registrant.~~

Item 82.0103 ~~Other~~Creation ~~Events.~~of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

~~As previously disclosed, Louisville Gas~~ and Electric Company (“LG&E”) and Kentucky Utilities Company (“KU”, and collectively with LG&E, the “Companies”) have been involved in proceedings before the Kentucky Public Service Commission (“KPSC”) and the Federal Energy Regulatory Commission (“FERC”) seeking authority to withdraw from the Midwest Independent Transmission System Operator, Inc. (“MISO”). The Companies now estimate that they may complete their exit from MISO during late summer 2006. During spring and early summer 2006, the Companies received a number of regulatory rulings concerning aspects of the MISO exit process which have resolved or advanced certain matters involved in the pending withdrawal process.

~~In May~~Section ~~2006,~~8 the KPSC issued an order in its proceeding analyzing the costs versus benefits of MISO membership to the Companies, which order approved the request of LG&E and KU to withdraw from MISO. The order authorized the Companies, upon a MISO exit, to establish a regulatory asset for an exit fee, subject to adjustment for possible future MISO credits, and a regulatory liability for certain revenues which may be collected via current base rates, as a result of the inclusion of amounts associated with certain MISO Schedule 10 charges. In July 2006, the KPSC issued an order approving the Companies’ contractual arrangements with Tennessee Valley Authority (“TVA”) and Southwest Power Pool, Inc. (“SPP”) to provide services to the Companies as reliability coordinator and independent transmission organization, respectively, upon a withdrawal from MISO. This order was subject to certain conditions based upon a satisfactory outcome of pending FERC proceedings involving the Companies’ market-~~based~~ ~~rate~~Other authority. In July 2006, the KPSC issued further orders denying MISO’s request for a rehearing regarding the May 2006 order and denying MISO’s request for intervenor status in the proceeding concerning the Companies’ TVA/SPP arrangements.Events

InItem July 2006, the FERC issued an order in the Companies’ market-based rate proceeding accepting the Companies’ proposal to address certain market power issues the FERC had claimed would arise upon an exit from MISO8.01 InOther particular, LG&E and KU received permission to sell power at market-based rates at the interface of control areas in which they may be deemed to have market power, subject to a restriction that such power not be collusively re-sold back into such control areas. Upon a MISO exit, the relevant control areas would be LG&E’s and KU’s joint control area, as well as the control area of Big Rivers Electric Corporation (“BREC”) in western Kentucky (the latter due to a long-term contractual arrangement between BREC and Western Kentucky Energy Corp., an affiliate of the Companies.) In July 2006, the FERC issued a further decision accepting, in substantial part, certain of the Companies’ steps, including compliance and other filings, which constituted conditions to the FERC’s March 2006 order conditionally approving their exit from MISO. There remain certain further conditions that must be satisfied under the FERC’s exit orders, which conditions the Companies currently anticipate they can accomplish. Finally, also in July 2006, the FERC issued an order denying MISO’s request for a rehearing regarding the FERC’s March 2006 order.Events

~~The~~Louisville ~~Companies~~Gas ~~have currently tendered~~ and ~~not~~Electric withdrawn a contractual notice to MISO providing for a withdrawal date of September 1, 2006. On or about the date of a completed exit from MISO, and following initial calculation and invoicing from MISO, the Companies would pay an exit fee to MISO in an amount of up to approximately $41 million (allocated approximately $16 million for LG&E and $25 million for KU.) The ultimate amount would be determined based upon the actual date of exit and, following payment, is subject to confirmation, correction and true-up, as agreed between the Companies and MISO. Pursuant to the May 2006 KPSC order, concurrently with payment of a MISO exit fee, the Companies will establish a regulatory asset relating to such fee.Company

2On November 6, 2013, Louisville Gas and Electric Company (“LG&E”) entered into an underwriting agreement (the “LG&E Underwriting Agreement”) with Citigroup Global Markets Inc., RBS Securities Inc., Sun Trust Robinson Humphrey, Inc. and U. S. Bancorp Investments, Inc., as representatives of the several underwriters, relating to the offering and sale by LG&E of $250 million of 4.65% First Mortgage Bonds due 2043 (the “LG&E Bonds”).

~~While~~The Bonds were issued on November 14, 2013, under LG&E’s ~~and~~Indenture KU(the ~~believe~~“LG&E ~~they~~Indenture”), ~~can~~dated ~~reasonably~~as ~~achieve~~of ~~the~~October 1, ~~remaining conditions~~2010, ~~imposed~~to byThe ~~the~~Bank ~~FERC~~of ~~relating~~New toYork ~~MISO~~Mellon, ~~withdrawal~~as trustee, as previously supplemented and as supplemented by Supplemental Indenture No. 3 thereto (the ~~late~~“LG&E ~~summer~~Supplemental Indenture”), ~~including~~ ~~possibly~~dated as ~~early~~of ~~as September~~November 1, ~~2006~~2013 (collectively, the ~~actual~~“LG&E ~~timing~~Indenture”). The ~~or occurrence~~Bonds will be secured by the lien of ~~withdrawal~~the ~~cannot~~LG&E Indenture, which creates, subject to certain exceptions and exclusions, a lien on substantially all of LG&E’s real and tangible personal property located in Kentucky and used or to be ~~assured~~used in connection with the generation, transmission and distribution of electricity and the storage, transportation and distribution of natural gas, as described therein.

~~Statements~~The ~~made~~Bonds inare ~~this~~due ~~report that~~November 15, ~~state the Companies’ or management’s intentions~~2043, ~~expectations~~subject ~~or predictions~~to ofearly ~~the future are forward-looking statements~~redemption. LG&E ~~The~~will ~~Companies’~~use ~~actual results~~the ~~could~~net ~~differ~~proceeds ~~materially~~ from ~~those~~the ~~projected~~sale inof the ~~forward-looking statements,~~Bonds ~~and~~for ~~there~~repayment ~~can be no assurance that estimates~~ of ~~future~~short ~~results~~term ~~will be~~debt, ~~achieved.~~including ~~The~~commercial ~~Companies’~~paper, ~~SEC~~for ~~filings~~capital ~~contain~~expenditures ~~additional~~and ~~information concerning~~for ~~factors~~other ~~that~~general ~~could~~corporate ~~cause actual results to differ materially from those in the forward-looking statements~~purposes.

The Bonds were offered and sold under LG&E’s Registration Statement on Form S-3 on file with the Securities and Exchange Commission (Registration No. 333-180410-01).

~~SIGNATURES~~A copy of the LG&E Underwriting Agreement is attached as Exhibit 1(a) to this report and incorporated herein by reference. The LG&E Supplemental Indenture and LG&E Officer’s Certificate are filed with this report as Exhibits 4(a) and 4(c), respectively.

~~Pursuant~~Kentucky toUtilities ~~the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Company

	LOUISVILLE GAS AND ELECTRIC COMPANY
Dated: July 12, 2006	By:	/s/ John R. McCall
		John R. McCall Executive Vice President, General Counsel and Corporate Secretary
	KENTUCKY UTILITIES COMPANY
Dated: July 12, 2006	By:	/s/ John R. McCall
		John R. McCall Executive Vice President, General Counsel and Corporate Secretary

On November 6, 2013, Kentucky Utilities Company (“KU”) entered into an underwriting agreement (the “KU Underwriting Agreement”) with BNP Paribas Securities Corp., Citigroup Global Markets Inc., Goldman, Sachs & Co., and Mitsubishi UFJ Securities (USA), Inc., as representatives of the several underwriters, relating to the offering and sale by KU of $250 million of 4.65% First Mortgage Bonds due 2043 (the “KU Bonds”).

4The KU Bonds were issued on November 14, 2013, under KU’s Indenture (the “KU Indenture”), dated as of October 1, 2010, to The Bank of New York Mellon, as trustee, as previously supplemented and as supplemented by Supplemental Indenture No. 3 thereto (the “KU Supplemental Indenture”), dated as of November 1, 2013

(collectively, the “KU Indenture”). The KU Bonds will be secured by the lien of the KU Indenture, which creates, subject to certain exceptions and exclusions, a lien on substantially all of KU’s real and tangible personal property located in Kentucky and used or to be used in connection with the generation, transmission and distribution of electricity, as described therein.

The KU Bonds are due November 15, 2043, subject to early redemption. KU will use the net proceeds from the sale of the KU Bonds for repayment of short term debt, including commercial paper, for capital expenditures and for other general corporate purposes.

The KU Bonds were offered and sold under KU’s Registration Statement on Form S-3 on file with the Securities and Exchange Commission (Registration No. 333-180410-02).

A copy of the KU Underwriting Agreement is attached as Exhibit 1(b) to this report and incorporated herein by reference. The KU Supplemental Indenture and KU Officer’s Certificate are filed with this report as Exhibits 4(b) and 4(d), respectively.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(a)	Exhibits

	1(a)	Underwriting Agreement, dated November 6, 2013, among Louisville Gas and Electric Company and Citigroup Global Markets Inc., RBS Securities Inc., Sun Trust Robinson Humphrey, Inc. and U. S. Bancorp Investments, Inc., as representatives of the several underwriters named therein.

	1(b)	Underwriting Agreement, dated November 6, 2013, among Kentucky Utilities Company and BNP Paribas Securities Corp., Citigroup Global Markets Inc., Goldman, Sachs & Co., and Mitsubishi UFJ Securities (USA), Inc., as representatives of the several underwriters named therein.

	4(a)	Supplemental Indenture No 3, dated as of November 1, 2013, of Louisville Gas and Electric Company to The Bank of New York Mellon, as Trustee.

	4(b)	Supplemental Indenture No. 3, dated as of November 1, 2013, of Kentucky Utilities Company to The Bank of New York Mellon, as Trustee.

	4(c)	LG&E Officer’s Certificate, dated November 14, 2013, pursuant to Section 201 and 301 of the LG&E Indenture.

	4(d)	KU Officer’s Certificate, dated November 14, 2013, pursuant to Section 201 and 301 of the KU Indenture.

	5(a)	Opinion of Dorothy E. O’Brien, Vice President and Deputy General Counsel — Legal and Environmental Affairs of Louisville Gas and Electric Company.

	5(b)	Opinion of Dorothy E. O’Brien, Vice President and Deputy General Counsel — Legal and Environmental Affairs of Kentucky Utilities Company

	5(c)		Opinion of Pillsbury Winthrop Shaw Pittman LLP as to the LG&E Bonds.

	5(d)		Opinion of Pillsbury Winthrop Shaw Pittman LLP as to the KU Bonds.

	5(e)		Opinion of Stoll Keenon Ogden PLLC as to the KU Bonds.

	23(a)		Consent of Dorothy E. O’Brien, Vice President and Deputy General Counsel of Louisville Gas and Electric Company (included as part of Exhibit 5(a)).

	23(b)		Consent of Dorothy E. O’Brien, Vice President and Deputy General Counsel of Kentucky Utilities Company (included as part of Exhibit 5(b)).

	23(c)		Consent of Pillsbury Winthrop Shaw Pittman LLP (included as part of Exhibit 5(c)).

	23(d)		Consent of Pillsbury Winthrop Shaw Pittman LLP (included as part of Exhibit 5(d)).

	23(e)		Consent of Stoll Keenon Ogden PLLC (included as part of Exhibit 5(e)).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

	PPL CORPORATION

	By:	/s/ Vincent Sorgi
		Vincent Sorgi
		Vice President and Controller


	LG&E AND KU ENERGY LLC

	By:	/s/ Kent W. Blake
		Kent W. Blake
		Chief Financial Officer


	LOUISVILLE GAS AND ELECTRIC COMPANY

	By:	/s/ Kent W. Blake
		Kent W. Blake
		Chief Financial Officer


	KENTUCKY UTILITIES COMPANY

	By:	/s/ Kent W. Blake
		Kent W. Blake
		Chief Financial Officer


Dated: November 14, 2013

Filing Compare · LOUISVILLE GAS & ELECTRIC CO /KY/