Good morning, and welcome to the PPL Corporation Third Quarter Earnings Conference Call. All participants will be in listen-only mode After today's presentation, there will be an opportunity to ask questions Please note, that this event is being recorded. I would now like to turn the conference over to Mr. Joe Bergstein, please go ahead.

Thank you. Good morning, everyone and thank you for joining the PPL conference call on third quarter results and our general business outlook. We are providing slides to this presentation on our website at www.pplweb.com. 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 the factors that could cause actual results or events to differ is contained in the appendix to this presentation and in the company's SEC filings. We will refer to earnings from ongoing operations or ongoing earnings and non-GAAP measures on this call. For reconciliations to the GAAP measures, you should refer to the press release which has been posted on our website and has been filed with the SEC. This time, I'd like to turn the call over to Bill Spence, PPL Chairman, President and CEO. William H. Spence - Chairman, President & Chief Executive Officer: Thanks, Joe and good morning everyone. We're pleased that you've joined us this morning. With me on the call today are Vince Sorgi, PPL's Chief Financial Officer and the Presidents of our U.S. Utility businesses. Also with the recent retirement of Rick Klingensmith, the former President of PPL Global, with us today is Robert Symons, the Chief Executive of our U.K. Utility Western Power Distribution or WPD. Welcome to the call, Robert. Moving to slide 3, you'll see our agenda for today's discussion. We'll begin with an overview of our third quarter and year-to-date earnings results. We'll also address our 2015 earnings forecast which we are reaffirming today. I'll provide an update to our earnings and dividend growth expectations through 2017 both of which we are…

Many thanks, Bill and good morning. We've received several inquiries as to how the U.K. is performing against the tougher incentive targets set by Ofgem under RIIO-ED1. Moving to slide 10 as Bill mentioned earlier, we are pleased to be providing new disclosures to review our current performance. But before we get into the performance details, I would like to provide some background on the incentive framework. WPD has a long history of operational excellence. And we expect that to continue into RIIO-ED1. Our ability to execute on our plans and achieve incentive revenue has been key to our financial performance. And once again, WPD is on-track to outperform its Ofgem targets in the 2015/2016 regulatory year. And WPD now expects to earn total incentive revenues that exceed prior estimates for 2017 and 2018. Our original plan assume between $80 million and $100 million for 2017 and between $60 million and $90 million for 2018. Based on our performance to-date we are raising guidance estimates for the 2017 calendar year to $90 million to $110 million and $75 million to $105 million for 2018. One of the real benefits of being fast tracked through price control review process is that we've had more time to ensure we were in a strong position to deliver the output included in the business plan submitted to Ofgem. For example, in advance to the RIIO-ED1 period, we adjusted one of our operational targets to less than 12 hours for supply restoration down from 18 hours to align our performance with the new guaranteed standards in RIIO-ED1. The fast-track award of about $43 million per year during RIIO-ED1 period along with our ability to an incentive revenues are two very strong reasons that the UK regulatory model is considered a premium jurisdiction. Turning to slide…

[Operator Instruction] The first question comes from Shah Pourreza of Guggenheim. Please go ahead.

Good morning. William H. Spence - Chairman, President & Chief Executive Officer: Good morning.

I appreciate the new disclosures around the Compass Project. So how should we think about the remaining miles? Are you looking to potentially segment the rest? And then, is there an opportunity to potentially JV with some of the neighboring utilities to smooth out the process? William H. Spence - Chairman, President & Chief Executive Officer: Sure. I think in both cases the answer would be yes. So there's an ability to continue to segment the line as well as partnering with adjacent or utilities that the project goes through their service territory. So I think in both cases we would look to do that.

Got it. And then just on the updated guidance around the growth of 6%. Should we sort of think about that as a new midpoint of a new range, or is this sort of you being able to sort of achieve that top end of the prior plan? William H. Spence - Chairman, President & Chief Executive Officer: This is really our ability to achieve the top end of the plan for this current period, the 2015 through 2017 period, and then we will assess and report out on the fourth quarter call our expectations for how that growth rate will continue past 2017.

Got it. And then just one last question, under ED1 the updated disclosures which was obviously very helpful. Is this something we can expect an update on a quarterly basis as you report earnings? And is this sort of the trough earnings to that segment sort of being shifted a little bit into 2017 and potentially earlier than that? William H. Spence - Chairman, President & Chief Executive Officer: Well, two things, one is we will continue to update on a quarterly basis where we stand relative to those incentive targets. We previously had noted that the U.K. business was expected to be flat from an earnings per share basis. With the new disclosures and now six months behind us in terms of how well we feel about our capability to earn the incentive revenue, we are now comfortable saying that the UK earnings will be slightly positive 1% to 2% type growth rate off of the flat. So we are now looking at that 1% to 2% annual growth rate.

Excellent. Congrats on these results. William H. Spence - Chairman, President & Chief Executive Officer: Thank very much.

Our next question comes from Julien Dumoulin-Smith of UBS. Please go ahead.

Hi, good morning. Can you hear me? William H. Spence - Chairman, President & Chief Executive Officer: Good morning, Julien, yes.

So first quick question, if you can elaborate a little bit on the latest positive development in the UK? Could you perhaps give us a little bit of a sense of how much of that is driven by cost savings, if you will, specifically TotEx? William H. Spence - Chairman, President & Chief Executive Officer: Sure. The increase in earnings that we are announcing today from the U.K. is primarily driven by the increase in the incentive revenues that we now expect to earn through the period. There really are some other moving parts, the biggest of which is probably the depreciable change that we had in the lives of the assets, and that's in the short-term driving some cost savings there. From a TotEx perspective maybe Robert, you could indicate where we are relative to the filed (29:26) business plan?

Thanks, Bill. Yeah, in terms of TotEx basically, we are on target to deliver the plan. There are various variables, which obviously influence that, connections and other such things, but basically we are on plan. William H. Spence - Chairman, President & Chief Executive Officer: Great. Thank you.

Got it. All right. Excellent. And then perhaps to boot with that, if you will. Where do you stand with respect to solar DG interconnections into the your U.K. system? And how is that impacting the TotEx expectations in the near-term as well as into the mid-period review? And do you expect to have a mid-cycle review potentially to reflect more solar interconnections? William H. Spence - Chairman, President & Chief Executive Officer: Let me ask Robert to comment, but before he does just to put a little perspective on this. There has been a significant increase in request for connections for distributed generation in the U.K. predominantly driven by some very substantial feed in tariffs that have encouraged a lot of connections. My understanding is the feed in tariffs are coming to an end are being substantially reduced, such that the demand for distributed generation has dropped off very significantly. Having said that, there is a lot of pent-up demand and request on the system and it kind of depends on which DNO you look at. I think of the DNOs that we operate, the four DNOs, the one DNO where we're seeing the most significant request has really been in the Southwest. So with that bit of background, Robert, do you want to provide a little bit more color, please?

Yes, just to give you some idea of scale, the current subsidy on photovoltaic is about £0.06 per unit. That's going down. There's a consultation document out, and potentially that will go down to about £0.01 per unit. So basically it's the FIT tariffs which actually drive demand. In terms of its impact on TotEx, developers have to pay the cost of reinforcement upfront, and it's only the bit that possibly benefits us in other ways, but it's actually funded out of the TotEx part. So that 95% of the cost of actually putting in or reinforcing the network in order to connect large photovoltaics is actually met by the developer themselves. So I don't see it as a real big impact on TotEx. I think if there was a change in government policy as to how this stuff was funded then that would be the trigger that would trigger a midterm review if it was the case that companies had to make a larger contribution towards that investment. But given the current situation, I can't really see that happening.

Got it. But just to clarify here, is this a CapEx opportunity in your mind down the line and in the near-term is that one of the reasons that it prevents you from outpacing the current plan in the UK? Just to be very clear about it.

Well, we work under a series of rules, Julien and the rule say that there is no – the current rule say there's no investment ahead of need. So you can't build a line if you like before it's actually required. So that investment opportunity really isn't there under the current rules. And as I stated before, I think its impact on reinforcement expenditure detailed in the business plan is relatively small currently.

Got it. Excellent. Just the last little detail, I'd be curious you all have a good track record in the UK, what are your thoughts to expanding the UK footprint specifically transmission is opening up for competitive bid, obviously we talk a lot about that domestically, just curious to get your initial thoughts. William H. Spence - Chairman, President & Chief Executive Officer: Yeah, at the moment Julien, we would not look to expand into transmission. I think as Robert said, we are great at what we do and we want to stick to what we know best, and so that's our current plan.

Great. Well, congratulations again. Good results. Keep going. William H. Spence - Chairman, President & Chief Executive Officer: Thank you very much.

The next question comes from Dan Eggers of Credit Suisse. Please go ahead. Daniel Eggers - Credit Suisse Securities (USA) LLC (Broker): Hi, good morning guys. William H. Spence - Chairman, President & Chief Executive Officer: Good morning, Dan. Daniel Eggers - Credit Suisse Securities (USA) LLC (Broker): Just going back to the UK incentive revenues and the updates there, do I take that the new ranges for the next couple of years, those are going to be the high end of what you can earn based on the formulas in the UK because you're performing at the upper bounds of what they're allowing for? William H. Spence - Chairman, President & Chief Executive Officer: We're not projecting to be at the very top of the band, but based on the projection – you know we have a range there. So we're near that – I would say we are in the upper end of the band, but there is probably still a little bit more room to the extent we outperform even more than we are currently projecting. Vincent Sorgi - Chief Financial Officer & Senior Vice President: Yeah, Dan. This is Vince. I would say, the midpoint of those ranges would reflect kind of current level of performance, so if WPD is able to continue to improve that would push us probably to the high-end of those bands. But there's also risk that something bumps in the night, and so we took that into account as well. But it's based on current level of performance. Daniel Eggers - Credit Suisse Securities (USA) LLC (Broker): So effectively since the last update you guys have moved your performance from the old midpoint to the high end of the old band. Is this basically what's happening into the (35:17) either way. Okay. And then just kind of, given the shape of when you go from the old RIIO to the new RIIO, the 2019 opportunity, and I know this is far out, but just so we can kind of thinking about the shape of the outlook to the incentive revenue pool, does that shrink when you get out to 2019 given the fast-track design or does that stay about the same level, which you can keep competing for the same amount of revenue contribution? William H. Spence - Chairman, President & Chief Executive Officer: Robert, why don't you take that?

The pool stays the same, the incentive mechanism stays the same, the targets get slightly more difficult year-on-year and that varies between, which of the full businesses you were talking about, but those, sort of, things have been built into sort of information that Vince chooses. Daniel Eggers - Credit Suisse Securities (USA) LLC (Broker): Okay. So we don't have a contraction in that size. There is still opportunity for you guys to continue and be able to reach the top level in the future?

Yes, you got it exactly right. The opportunity still remains the same albeit the targets get slightly more difficult as time goes on. But one would hope that also investment and (36:24) investment in line and all the rest of it. Automation schemes will actually produce some benefit later on. Daniel Eggers - Credit Suisse Securities (USA) LLC (Broker): Okay. Very good. I got that. And then just on Compass real quick. I know it's ways off, but does this get caught up in this Order 1000 workout because it's an economic line instead of a reliability line? Do you get more competition, and people prospectively bid away the cost of capital? Or how do you think you're going to be able to reserve some sort of competitive advantage in this line? William H. Spence - Chairman, President & Chief Executive Officer: I'll let Greg take that question.

Yes. So the way this is set up currently under New York law, this would not be considered a FERC 1000 Project, so we are going and making interconnection requests and will be filing our Article VII now. So if the approval path goes down that path there may be an opportunity for competition, but the probability is little bit lower. If the PSC opens up economic window next year then there could be competition, so we'll see how it plays out. William H. Spence - Chairman, President & Chief Executive Officer: I think relative to the competitive nature of this, obviously just having completed a very major line essentially in the same region, I think our capability to be very competitive should we get to that point should be strong. Daniel Eggers - Credit Suisse Securities (USA) LLC (Broker): Okay. Very good. Think you guys. William H. Spence - Chairman, President & Chief Executive Officer: Sure. Thanks Dan.

The next question comes from Mike Lapides of Goldman Sachs. Please go ahead. Michael J. Lapides - Goldman Sachs & Co.: Hey, guys. Congrats on a good quarter and outlook. I don't know if this is Bill or Vince question or both, when you think about just companywide what's the O&M assumption that's embedded in your guidance growth rate the kind of 6% off of 2014? William H. Spence - Chairman, President & Chief Executive Officer: Sure, Thanks for the question, Michael. I'll let Vince take that one. Vincent Sorgi - Chief Financial Officer & Senior Vice President: Sure. So in general coming – so obviously you know we've reduced O&M quite significantly coming out of the spin with the corporate restructuring efforts where we're targeting about $75 million and we are comfortable that we've achieved that. However, we do continue to look at the corporate services organization as well as just operations between PA and Kentucky so see if there is opportunities for continued efficiency there domestically. WPD is already very efficient. And so we just continue to look at that and we built in about another $0.02 worth of opportunity through 2017 in achieving the 6% growth rate. Michael J. Lapides - Goldman Sachs & Co.: Got it. Okay. And can you just give us the puts and takes? I mean I know the Pennsylvania rate increase, I know the environmental cost recovery rider in Kentucky. But your U.S. utility growth rate puts you kind of well above the norm for traditional utilities. Can you talk about some of the other drivers of that besides those two items I referenced? William H. Spence - Chairman, President & Chief Executive Officer: Yeah, I think a key one would be transmission. Our transmission is growing at a compound rate of…

The next question comes from Steve Fleishman of Wolfe Research. Please go ahead.

Yeah. Hi, good morning. William H. Spence - Chairman, President & Chief Executive Officer: Good morning, Steve.

Hey, Bill. Just want to clarify some of the UK changes where it seems like that's where the guidance uplift is. So the incentive benefit which you've given, it looks like it's about $0.01 in 2017 based on the higher on a per share, $10 million or $15 million? William H. Spence - Chairman, President & Chief Executive Officer: Yes.

Okay. And then you did change your RPI guidance, you said down $0.03? William H. Spence - Chairman, President & Chief Executive Officer: Correct, we did flex it down. Vincent Sorgi - Chief Financial Officer & Senior Vice President: In the guidance, right. William H. Spence - Chairman, President & Chief Executive Officer: Yes.

In the guidance. So is then all the rest of the benefit, depreciation benefit or some kind of O&M to or what's...? Vincent Sorgi - Chief Financial Officer & Senior Vice President: Year, so Steven, I would say the 6% as we were going through the planning – or the $0.06, as we were going through the planning process, we didn't bake, up until now, all of that $0.06 of depreciation upside through 2017 because of the risks around RPI and FX. I would say that the RPI forecast has been holding strong in that 3% range. So we're at 2.8% for 2016 and 3.1% for 2017, so we are feeling pretty good. The exposure there is really only another month because once that gets set next month, that's really what it will drive for the next two years. So we feel comfortable with that exposure. And then as we continue to layer on the hedges, I think we are extremely comfortable that we can manage the FX exposure and hedge that up to $1.60 through at least 2017. So as our comfort level on both of those risk factors improved, we were able to put more of this $0.06 upside kind of into the base forecast. So that $0.06 has been there all along, but we were using it as a risk mitigant up until now.

Got it. Okay. So that depreciation benefit you had at the beginning of the year, there's not like a new one on top of that. That's just you're able to see the full benefit of that because you've limited some of the pressures that might been there. Vincent Sorgi - Chief Financial Officer & Senior Vice President: Correct.

Got it. Got it. Perfect. Okay. That was really it. Thank you. William H. Spence - Chairman, President & Chief Executive Officer: Okay. Thanks Steve.

Your next question comes from Gregg Orrill of Barclays. Please go ahead.

Yes, thank you. Can you talk about a little bit about the funding needs for the CapEx plan? You have almost $1 billion of cash on the balance sheet. Would one of the strategies be to work that cash balance down? Or how are you thinking about that? William H. Spence - Chairman, President & Chief Executive Officer: Sure, that would be the plan. We work that down. Vince, you can probably speak more specifically to exactly how we are planning to fund the CapEx plan. Vincent Sorgi - Chief Financial Officer & Senior Vice President: Sure. So slide 26 in the appendix, Gregg, really details that. It's the same slide that we went through last quarter in terms of funding the growth. So in the UK, I'll just reiterate that the UK business is fully self funding variable with their cash from operations and their ability to borrow in country and maintain their 80% to 85% debt to rev ratios. They are able to basically self fund (45:06) dividends about $400 million of cash a year back to the state. We take that $400 million, add it to our cash from operations, fund our maintenance capital and we still think we'll have even after we pay the dividend about $250 million and over say the next three years to five years that will continue to grow as the domestic cash from ops grows. So that $250 million will drive either dividend growth that Bill talked about or CapEx growth, and then we'll use debt and a little bit of equity. We still have the $200 million of maxed equity issuances in the plan. Everything else would be funded with debt and we are able to do that and maintain our solid investment-grade credit ratings.

Thanks, Vince. William H. Spence - Chairman, President & Chief Executive Officer: Sure.

The next question comes from Neel Mitra of Tudor, Pickering. Please go ahead. Neel Mitra - Tudor, Pickering, Holt & Co. Securities, Inc.: Hi, good morning. Thanks for updating the RPI assumption. My question is when is the next time, you will be evaluated for? I guess for the 2016/2017 planning years? So when would the 2.8% be evaluated versus what's actually happening? And would that impact mainly 2018 earnings, if there was a reset? William H. Spence - Chairman, President & Chief Executive Officer: Yeah, the first impact would be showing up in 2018 and 2019 period. It's the regulatory year. So that is correct. And in terms of the next end of the period, I guess when would that be, Vince, in terms of the measurements? Vincent Sorgi - Chief Financial Officer & Senior Vice President: Yeah. I mean, it's the same schedule as the 2015/2016, so we are truing up the 2.6% to the 1.6% and that giveback shows up two years later, two regulatory years later, so in the 2017/2018 timeframe. So if 2016/2017 comes in on an actual basis less than the 2.8% that would be given back in 2018/2019. Neel Mitra - Tudor, Pickering, Holt & Co. Securities, Inc.: Okay. Great. Vincent Sorgi - Chief Financial Officer & Senior Vice President: But also if it comes in higher, we will receive additional revenues in 2018/2019, so it's not one way. Neel Mitra - Tudor, Pickering, Holt & Co. Securities, Inc.: Right, right. And then looking at the percent hedged for the currency at 66%, and you are assuming $1.60 for the exchange rate, do you have any more flexibility to maybe lower 2015 hedges to benefit 2017, if the exchange rate doesn't go your way? Vincent Sorgi - Chief Financial Officer & Senior Vice President: Yeah. So we are pretty much done with our 2015 hedges. However, our 2016 hedges are in the money as well, and there certainly could be an opportunity to re-strike our 2016 hedges and move that value into 2017 and potentially even a little bit in 2018. I would say we probably have $0.03 or $0.04 of opportunity to do that. Neel Mitra - Tudor, Pickering, Holt & Co. Securities, Inc.: Okay. Great. And then directionally can you guys provide where you are in terms of the exchange rate hedges for 2018 at this point? Vincent Sorgi - Chief Financial Officer & Senior Vice President: So we are currently 0% hedged for 2018. Neel Mitra - Tudor, Pickering, Holt & Co. Securities, Inc.: Okay. Great. Thank you. William H. Spence - Chairman, President & Chief Executive Officer: You're welcome. And I think we're out of time Joe.

Yeah, I think there is no more questions in the queue. So go ahead, Bill. William H. Spence - Chairman, President & Chief Executive Officer: Okay. Great. Well, thanks everyone for participating on today's call. I know several members of our senior management team and myself will be attending the EEI Financial Conference coming up in November, so we look forward to seeing everyone there. Thanks.

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.