10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2006
	OR
[  ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from _________ to ___________

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
333-74794	PPL Energy Supply, LLC (Exact name of Registrant as specified in its charter) (Delaware) Two North Ninth Street Allentown, PA 18101-1179 (610) 774-5151	23-3074920
1-905	PPL Electric Utilities Corporation (Exact name of Registrant as specified in its charter) (Pennsylvania) Two North Ninth Street Allentown, PA 18101-1179 (610) 774-5151	23-0959590

Indicate by check mark whether the Registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.

PPL Corporation	Yes  X	No
PPL Energy Supply, LLC	Yes  X	No
PPL Electric Utilities Corporation	Yes  X	No

Indicate by check mark whether the Registrants are large accelerated filers, accelerated filers, or non-accelerated filers. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

	Large accelerated filer	Accelerated filer	Non-accelerated filer
PPL Corporation	[ X ]	[     ]	[     ]
PPL Energy Supply, LLC	[     ]	[     ]	[ X ]
PPL Electric Utilities Corporation	[     ]	[     ]	[ X ]

Indicate by check mark whether the Registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act).

PPL Corporation	Yes	No  X
PPL Energy Supply, LLC	Yes	No  X
PPL Electric Utilities Corporation	Yes	No  X

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

PPL Corporation	Common stock, $.01 par value, 380,987,067 shares outstanding at July 31, 2006.
PPL Energy Supply, LLC	PPL Corporation indirectly holds all of the membership interests in PPL Energy Supply, LLC.
PPL Electric Utilities Corporation	Common stock, no par value, 66,368,056 shares outstanding and all held by PPL Corporation at July 31, 2006.

This document is available free of charge at the Investor Center on PPL's Web site at www.pplweb.com. However, information on this Web site does not constitute a part of this Form 10-Q.

PPL CORPORATION

PPL ENERGY SUPPLY, LLC

PPL ELECTRIC UTILITIES CORPORATION

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2006

Table of Contents

				Page
GLOSSARY OF TERMS AND ABBREVIATIONS					i
FORWARD-LOOKING INFORMATION					1
PART I. FINANCIAL INFORMATION
	Item 1. Financial Statements
		PPL Corporation and Subsidiaries
			Condensed Consolidated Statements of Income		2
			CondensedConsolidated Statements of Cash Flows		3
			Condensed Consolidated Balance Sheets		4
		PPL Energy Supply, LLC and Subsidiaries
			CondensedConsolidated Statements of Income		6
			Condensed Consolidated Statements of Cash Flows		7
			Condensed Consolidated Balance Sheets		8
		PPL Electric Utilities Corporation and Subsidiaries
			Condensed Consolidated Statements of Income		10
			Condensed Consolidated Statements of Cash Flows		11
			Condensed Consolidated Balance Sheets		12
		Combined Notesto Condensed Consolidated Financial Statements			14
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
			PPL Corporation and Subsidiaries		42
			PPL Energy Supply, LLC and Subsidiaries		55
			PPL ElectricUtilities Corporation and Subsidiaries		66
	Item 3. Quantitative andQualitative Disclosures About Market Risk				70
	Item 4. Controls and Procedures				70
PART II. OTHER INFORMATION
	Item 1.Legal Proceedings				70
	Item 1A. Risk Factors				70
	Item 4. Submission of Matters to a Vote of Security Holders				71
	Item 6. Exhibits				71
SIGNATURES					73
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
			PPL Corporation and Subsidiaries		74
			PPL EnergySupply, LLC and Subsidiaries		75
			PPL Electric Utilities Corporation and Subsidiaries		76
CERTIFICATES OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
			PPL Corporation		77
			PPL Energy Supply, LLC		79
			PPL Electric Utilities Corporation		81
CERTIFICATES OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
			PPL Corporation		83
			PPL Energy Supply, LLC		85
			PPL Electric Utilities Corporation		87

GLOSSARY OF TERMS AND ABBREVIATIONS

PPL Corporation and its current and former subsidiaries

Elfec - Empresa de Luz y Fuerza Electrica Cochabamba S.A., a Bolivian electric distribution company in which PPL Global has a majority ownership interest.

Emel - Empresas Emel S.A., a Chilean electric distribution holding company in which PPL Global has a majority ownership interest.

Hyder - Hyder Limited, a subsidiary of WPDL that was the previous owner of South Wales Electricity plc. In March 2001, South Wales Electricity plc was acquired by WPDH Limited and renamed WPD (South Wales).

PPL- PPL Corporation, the parent holding company of PPL Electric, PPL Energy Funding and other subsidiaries.

PPL Capital Funding - PPL Capital Funding, Inc., a wholly owned financing subsidiary of PPL.

PPL Electric- PPL Electric Utilities Corporation, a regulated utility subsidiary of PPL that transmits and distributes electricity in its service territory and provides electric supply to retail customers in this territory as a PLR.

PPL Energy Funding - PPL Energy Funding Corporation, a subsidiary of PPL and the parent company of PPL Energy Supply.

PPL EnergyPlus - PPL EnergyPlus, LLC, a subsidiary of PPL Energy Supply that markets and trades wholesale and retail electricity, and supplies energy and energy services in deregulated markets.

PPL Energy Supply - PPL Energy Supply, LLC, a subsidiary of PPL Energy Funding and the parent company of PPL Generation, PPL EnergyPlus, PPL Global and other subsidiaries.

PPL Gas Utilities - PPL Gas Utilities Corporation, a regulated utility subsidiary of PPL that specializes in natural gas distribution, transmission and storage services, and the competitive sale of propane.

PPL Generation - PPL Generation, LLC, a subsidiary of PPL Energy Supply that owns and operates U.S. generating facilities through various subsidiaries.

PPL Global - PPL Global, LLC, a subsidiary of PPL Energy Supply that owns and operates international energy businesses that are focused on the regulated distribution of electricity.

PPL Maine - PPL Maine, LLC, a subsidiary of PPL Generation that owns generating operations in Maine.

PPL Martins Creek - PPL Martins Creek, LLC, a subsidiary of PPL Generation that owns generating operations in Pennsylvania.

PPL Montana - PPL Montana, LLC, an indirect subsidiary of PPL Generation that generates electricity for wholesale sales in Montana and the Pacific Northwest.

PPL Services - PPL Services Corporation, a subsidiary of PPL that provides shared services for PPL and its subsidiaries.

PPL Susquehanna - PPL Susquehanna, LLC, the nuclear generating subsidiary of PPL Generation.

PPL Transition Bond Company - PPL Transition Bond Company, LLC, a subsidiary of PPL Electric that was formed to issue transition bonds under the Customer Choice Act.

SIUK Capital Trust I - a business trust created to issue preferred securities and whose common securities are held by WPD LLP.

WPD - refers collectively to WPDH Limited and WPDL.

WPD LLP - Western Power Distribution LLP, a wholly owned subsidiary of WPDH Limited, which owns WPD (South West) and WPD (South Wales).

WPD(South Wales) - Western Power Distribution (South Wales) plc, a British regional electric utility company.

WPD(South West) - Western Power Distribution (South West) plc, a British regional electric utility company.

WPDH Limited - Western Power Distribution Holdings Limited, an indirect, wholly owned subsidiary of PPL Global. WPDH Limited owns WPD LLP.

WPDL - WPD Investment Holdings Limited, an indirect wholly owned subsidiary of PPL Global. WPDL owns 100% of the common shares of Hyder.

Other terms and abbreviations

£ - British pounds sterling.

2005 Form 10-K - Annual Report to the SEC on Form 10-K for the year ended December 31, 2005.

AFUDC (Allowance for Funds Used During Construction) - the cost of equity and debt funds used to finance construction projects of regulated businesses, which is capitalized as part of construction cost.

APA - Asset Purchase Agreement.

ARO - asset retirement obligation.

Bcf - billion cubic feet.

Clean Air Act - federal legislation enacted to address certain environmental issues related to air emissions, including acid rain, ozone and toxic air emissions.

CTC - competitive transition charge on customer bills to recover allowable transition costs under the Customer Choice Act.

Customer Choice Act- the Pennsylvania Electricity Generation Customer Choice and Competition Act, legislation enacted to restructure the state's electric utility industry to create retail access to a competitive market for generation of electricity.

DEP - Department of Environmental Protection, a state government agency.

DOE - Department of Energy, a U.S. government agency.

EITF - Emerging Issues Task Force, an organization that assists the FASB in improving financial reporting through the identification, discussion and resolution of financial accounting issues within the framework of existing authoritative literature.

EMF - electric and magnetic fields.

EPA - Environmental Protection Agency, a U.S. government agency.

EPS - earnings per share.

FASB- Financial Accounting Standards Board, a rulemaking organization that establishes financial accounting and reporting standards.

FERC - Federal Energy Regulatory Commission, the federal agency that regulates interstate transmission and wholesale sales of electricity and related matters.

FIN - FASB Interpretation.

Fitch - Fitch, Inc.

FSP -FASB Staff Position.

GWh - gigawatt-hour, one million kilowatt-hours.

IRS- Internal Revenue Service, a U.S. government agency.

ISO - Independent System Operator.

ITC - intangible transition charge on customer bills to recover intangible transition costs associated with securitizing stranded costs under the Customer Choice Act.

LIBOR-London Interbank Offered Rate.

Montana Power - The Montana Power Company, a Montana-based company that sold its generating assets to PPL Montana in December 1999. Through a series of transactions consummated during the first quarter of 2002, Montana Power sold its electricity delivery business to NorthWestern.

Moody's - Moody's Investors Service, Inc.

MW - megawatt, one thousand kilowatts.

MWh - megawatt-hour, one thousand kilowatt-hours.

NorthWestern - NorthWestern Energy Division, a Delaware corporation and a subsidiary of NorthWestern Corporation and successor in interest to Montana Power's electricity delivery business, including Montana Power's rights and obligations under contracts with PPL Montana.

NRC - Nuclear Regulatory Commission, the federal agency that regulates the operation of nuclear power facilities.

NUGs(Non-Utility Generators) - generating plants not owned by public utilities, whose electrical output must be purchased by utilities under the PURPA if the plant meets certain criteria.

NYMEX- New York Mercantile Exchange.

PCB - polychlorinated biphenyl, an oil additive used in certain electrical equipment up to the late-1970s. It is now classified as a hazardous chemical.

PJM(PJM Interconnection, L.L.C.) - operator of the electric transmission network and electric energy market in all or parts of Delaware, Illinois, Indiana, Kentucky, Maryland, Michigan, New Jersey, North Carolina, Ohio, Pennsylvania, Tennessee, Virginia, West Virginia and the District of Columbia.

PLR (Provider of Last Resort) - the role of PPL Electric in providing electricity to retail customers within its delivery territory who have not chosen to select an alternative electricity supplier under the Customer Choice Act.

PP&E- property, plant and equipment.

PUC- Pennsylvania Public Utility Commission, the state agency that regulates certain ratemaking, services, accounting and operations of Pennsylvania utilities.

PUC Final Order - final order issued by the PUC on August 27, 1998, approving the settlement of PPL Electric's restructuring proceeding.

PUHCA - Public Utility Holding Company Act of 1935, legislation passed by the U.S. Congress. Repealed effective February 2006 by the Energy Policy Act of 2005.

PURPA -Public Utility Regulatory Policies Act of 1978, legislation passed by the U.S. Congress to encourage energy conservation, efficient use of resources and equitable rates.

Regulation S-X - SEC regulation governing the form and content of and requirements for financial statements required to be filed pursuant to the federal securities laws.

SEC - Securities and Exchange Commission, a U.S. government agency whose primary mission is to protect investors and maintain the integrity of the securities markets.

SFAS - Statement of Financial Accounting Standards, the accounting and financial reporting rules issued by the FASB.

S&P - Standard & Poor's Ratings Services.

Superfund - federal environmental legislation that addresses remediation of contaminated sites; states also have similar statutes.

Synfuel projects - production facilities that manufacture synthetic fuel from coal or coal byproducts. Favorable federal tax credits may be available on qualified synthetic fuel products.

Tolling agreement- agreement whereby the owner of an electric generating facility agrees to use that facility to convert fuel provided by a third party into electric energy for delivery back to the third party.

FORWARD-LOOKING INFORMATION

Statements contained in this Form 10-Q concerning expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements which are other than statements of historical facts are "forward-looking statements" within the meaning of the federal securities laws. Although PPL, PPL Energy Supply and PPL Electric believe that the expectations and assumptions reflected in these statements are reasonable, there can be no assurance that these expectations will prove to be correct. These forward-looking statements involve a number of risks and uncertainties, and actual results may differ materially from the results discussed in the forward-looking statements. In addition to the specific factors discussed in "Item 1A. Risk Factors" in the companies' 2005 Form 10-K and in "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Form 10-Q report, 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, capacity and fuel;

· market prices for crude oil and the potential impact on synthetic fuel operations, synthetic fuel purchases from third parties and the phase-out of synthetic fuel tax credits;

· weather conditions affecting generation production, customer energy usage and operating costs;

· competition in retail and wholesale power markets;

· liquidity of wholesale power markets;

· the effect of any business or industry restructuring;

· the profitability and liquidity, including access to capital markets and credit facilities, of PPL and its subsidiaries;

· new accounting requirements or new interpretations or applications of existing requirements;

· operation and availability of existing generation facilities and operating costs;

· transmission and distribution system conditions and operating costs;

· current and future environmental conditions and requirements and the related costs of compliance, including environmental capital expenditures and emission allowance and other expenses;

· significant delays in the planned installation of pollution control equipment at certain coal-fired generating units in Pennsylvania due to weather conditions, contractor performance or other reasons;

· market prices of commodity inputs for ongoing capital expenditures;

· collective labor bargaining negotiations;

· development of new projects, markets and technologies;

· performance of new ventures;

· asset acquisitions and dispositions;

· political, regulatory or economic conditions in states, regions or countries where PPL or its subsidiaries conduct business;

· any impact of hurricanes or other severe weather on PPL and its subsidiaries, including any impact on fuel prices;

· receipt of necessary governmental permits, approvals and rate relief;

· new state, federal or foreign legislation, including new tax legislation;

· state, federal and foreign regulatory developments;

· any impact of state, federal or foreign investigations applicable to PPL and its subsidiaries and the energy industry;

· capital market conditions, including changes in interest rates, and decisions regarding capital structure;

· stock price performance of PPL;

· the market prices of equity securities and the impact on pension costs and resultant cash funding requirements for defined benefit pension plans;

· securities and credit ratings;

· foreign currency exchange rates;

· the outcome of litigation against PPL and its subsidiaries;

· potential effects of threatened or actual terrorism or war or other hostilities; and

· the commitments and liabilities of PPL and its subsidiaries.

Any such forward-looking statements should be considered in light of such important factors and in conjunction with other documents of PPL, PPL Energy Supply and PPL Electric on file with the SEC.

New factors that could cause actual results to differ materially from those described in forward-looking statements emerge from time to time, and it is not possible for PPL, PPL Energy Supply or PPL Electric to predict all of such factors, or the extent to which any such factor or combination of factors may cause actual results to differ from those contained in any forward-looking statement. Any forward-looking statement speaks only as of the date on which such statement is made, and PPL, PPL Energy Supply and PPL Electric undertake no obligations to update the information contained in such statement to reflect subsequent developments or information.

Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
PPL Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars, except per share data)
	Three Months Ended June 30,					Six Months Ended June 30,
	2006		2005			2006		2005
Operating Revenues
Utility	$	1,071	$	1,016		$	2,303	$	2,167
Unregulated retail electric		20		23			45		48
Wholesale energy marketing		383		263			718		529
Net energy trading margins		1		(2	)		11		14
Energy related businesses		167		167			346		307
Total		1,642		1,467			3,423		3,065
Operating Expenses
Operation
Fuel		212		164			453		409
Energy purchases		314		234			618		495
Other operation and maintenance		351		334			684		699
Amortization of recoverable transition costs		63		59			135		128
Depreciation		111		104			219		207
Taxes, other than income		69		68			140		141
Energy related businesses		145		170			308		316
Total		1,265		1,133			2,557		2,395
Operating Income		377		334			866		670
Other Income - net		33		11			42		18
Interest Expense		121		125			240		260
Income from Continuing Operations Before Income Taxes, Minority Interest and Dividends on Preferred Securities of a Subsidiary		289		220			668		428
Income Taxes		83		40			178		74
Minority Interest		2		2			4		4
Dividends on Preferred Securities of a Subsidiary		4					5		1
Income from Continuing Operations		200		178			481		349
Loss from Discontinued Operations (net of income taxes)		19		50			20		53
Net Income	$	181	$	128		$	461	$	296
Earnings Per Share of Common Stock: (a)
Income from Continuing Operations:
Basic	$	0.53	$	0.47		$	1.27	$	0.92
Diluted		0.52		0.46			1.25		0.91
Net income:
Basic	$	0.48	$	0.34		$	1.21	$	0.78
Diluted		0.47		0.33			1.19		0.77
Dividends Declared per Share of Common Stock (a)	$	0.275	$	0.23		$	0.55	$	0.46

(a) Data for 2005 have been adjusted to reflect PPL's 2-for-1 common stock split completed in August 2005. See Note 4 to the Financial Statements.

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
PPL Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars)
	Six Months Ended June 30,
	2006			2005
Cash Flows from Operating Activities
Net income	$	461		$	296
Adjustments to reconcile net income to net cash provided by operating activities
Pre-tax loss from the sale of the Sundance plant					72
Pre-tax loss from the sale of interest in the Griffith plant		40
Depreciation		219			211
Stock compensation expense		19			27
Amortization - recoverable transition costs and other		151			136
Pension expense		23			14
Pension funding		(41	)		(19	)
Deferred income tax benefits and investment tax credits		(51	)		(31	)
Accrual for PJM billing dispute					47
Unrealized gain on derivatives and other hedging activities		(53	)		(6	)
Other		6			12
Change in current assets and current liabilities
Accounts receivable		(22	)		(85	)
Accounts payable		(44	)		23
Fuel, materials and supplies		(27	)		12
Other		(5	)		(36	)
Other operating activities
Other assets		(13	)		3
Other liabilities		32			(25	)
Net cash provided by operating activities		695			651
Cash Flows from Investing Activities
Expenditures for property, plant and equipment		(478	)		(359	)
Proceeds from the sale of the Sundance plant					190
Proceeds from the sale of interest in the Griffith plant		115
Purchases of emission allowances		(60	)		(82	)
Proceeds from the sale of emission allowances		35			49
Purchases of nuclear decommissioning trust investments		(133	)		(96	)
Proceeds from the sale of nuclear decommissioning trust investments		125			88
Purchases of other marketable securities		(167	)
Proceeds from the sale of other marketable securities		158			66
Net increase in restricted cash		(5	)		(49	)
Other investing activities		13			(7	)
Net cash used in investing activities		(397	)		(200	)
Cash Flows from Financing Activities
Issuance of common stock		7			33
Issuance of long-term debt		300			224
Issuance of preference stock, net of issuance costs		245
Retirement of long-term debt		(563	)		(907	)
Payment of common stock dividends		(200	)		(165	)
Net (decrease) increase in short-term debt		(171	)		128
Other financing activities		(4	)		(17	)
Net cash used in financing activities		(386	)		(704	)
Effect of Exchange Rates on Cash and Cash Equivalents		1			3
Net Decrease in Cash and Cash Equivalents		(87	)		(250	)
Cash and Cash Equivalents at Beginning of Period		555			616
Cash and Cash Equivalents at End of Period	$	468		$	366
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the financial statements.

CONDENSED CONSOLIDATED BALANCE SHEETS
PPL Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars)
	June 30, 2006		December 31, 2005
Assets
Current Assets
Cash and cash equivalents	$	468	$	555
Restricted cash		101		93
Accounts receivable (less reserve: 2006, $73; 2005, $87)		579		544
Unbilled revenues		436		479
Fuel, materials and supplies		373		346
Prepayments		117		53
Deferred income taxes		186		192
Price risk management assets		537		488
Other acquired intangibles		146		50
Other		96		110
Total Current Assets		3,039		2,910
Investments
Investment in unconsolidated affiliates - at equity		48		56
Nuclear plant decommissioning trust funds		460		444
Other		8		8
Total Investments		516		508
Property, Plant and Equipment
Electric plant in service
Transmission and distribution		8,403		7,984
Generation		8,671		8,761
General		663		646
		17,737		17,391
Construction work in progress		391		259
Nuclear fuel		307		327
Electric plant		18,435		17,977
Gas and oil plant		357		349
Other property		299		289
		19,091		18,615
Less: accumulated depreciation		7,858		7,699
Total Property, Plant and Equipment		11,233		10,916
Regulatory and Other Noncurrent Assets
Recoverable transition costs		1,030		1,165
Goodwill		1,110		1,070
Other acquired intangibles		346		412
Price risk management assets		203		84
Other		862		861
Total Regulatory and Other Noncurrent Assets		3,551		3,592
Total Assets	$	18,339	$	17,926
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the financial statements.

CONDENSED CONSOLIDATED BALANCE SHEETS
PPL Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars)
		June 30, 2006			December 31, 2005
Liabilities and Equity
Current Liabilities
Short-term debt		$	44		$	214
Long-term debt			931			1,126
Accounts payable			505			542
Above market NUG contracts			67			70
Taxes			221			168
Interest			113			112
Dividends			110			96
Price risk management liabilities			543			533
Other			433			479
Total Current Liabilities			2,967			3,340
Long-term Debt			5,919			5,955
Long-term Debt with Affiliate Trust			89			89
Deferred Credits and Other Noncurrent Liabilities
Deferred income taxes and investment tax credits			2,272			2,197
Price risk management liabilities			564			541
Accrued pension obligations			377			374
Asset retirement obligations			309			298
Above market NUG contracts			103			136
Other			492			471
Total Deferred Credits and Other Noncurrent Liabilities			4,117			4,017
Commitments and Contingent Liabilities (Note 11)
Minority Interest			56			56
Preferred Securities of a Subsidiary			301			51
Shareowners' Common Equity
Common stock - $0.01 par value (a)			4			4
Capital in excess of par value (b)			2,786			3,602
Treasury stock (a) (b)						(838	)
Earnings reinvested			2,433			2,182
Accumulated other comprehensive loss			(333	)		(532	)
Total Shareowners' Common Equity			4,890			4,418
Total Liabilities and Equity		$	18,339		$	17,926
(a)	780 million shares authorized; 381 million shares issued and outstanding at June 30, 2006, and 380 million shares issued and outstanding, excluding 62 million shares held as treasury stock, at December 31, 2005.
(b)	See Note 2 for additional information on the retirement of all treasury stock in 2006.
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
PPL Energy Supply, LLC and Subsidiaries
(Unaudited)
(Millions of Dollars)
	Three Months Ended June 30,					Six Months Ended June 30,
	2006		2005			2006		2005
Operating Revenues
Wholesale energy marketing	$	383	$	263		$	718	$	529
Wholesale energy marketing to affiliate		395		364			841		779
Utility		310		284			633		577
Unregulated retail electric		20		23			45		48
Net energy trading margins		1		(2	)		11		14
Energy related businesses		158		161			329		295
Total		1,267		1,093			2,577		2,242
Operating Expenses
Operation
Fuel		184		142			352		334
Energy purchases		266		184			517		357
Energy purchases from affiliate		39		32			78		70
Other operation and maintenance		255		242			499		502
Depreciation		76		73			151		144
Taxes, other than income		25		25			46		50
Energy related businesses		137		163			293		301
Total		982		861			1,936		1,758
Operating Income		285		232			641		484
Other Income - net		35		11			45		19
Interest Expense		66		65			127		130
Interest Expense with Affiliates		3		6			6		13
Income from Continuing Operations Before Income Taxes and Minority Interest		251		172			553		360
Income Taxes		72		16			141		44
Minority Interest		2		2			4		4
Income from Continuing Operations		177		154			408		312
Loss from Discontinued Operations (net of income taxes)		19		50			20		53
Net Income	$	158	$	104		$	388	$	259
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
PPL Energy Supply, LLC and Subsidiaries
(Unaudited)
(Millions of Dollars)
	Six Months Ended June 30,
	2006			2005
Cash Flows from Operating Activities
Net income	$	388		$	259
Adjustments to reconcile net income to net cash provided by operating activities
Pre-tax loss from the sale of the Sundance plant					72
Pre-tax loss from the sale of interest in the Griffith plant		40
Depreciation		151			147
Stock compensation expense		13			18
Amortization - energy commitments and other		3			(6	)
Pension expense		14			9
Pension funding		(41	)		(19	)
Deferred income taxes and investment tax credits		27			45
Unrealized gain on derivatives and other hedging activities		(58	)		(5	)
Other		2			11
Change in current assets and current liabilities
Accounts receivable		(26	)		(61	)
Accounts payable		(24	)
Fuel, materials and supplies		(35	)		2
Other		56			(38	)
Other operating activities
Other assets		(15	)		4
Other liabilities		3			(27	)
Net cash provided by operating activities		498			411
Cash Flows from Investing Activities
Expenditures for property, plant and equipment		(360	)		(258	)
Proceeds from the sale of the Sundance plant					190
Proceeds from the sale of interest in the Griffith plant		115
Purchases of emission allowances		(60	)		(82	)
Proceeds from the sale of emission allowances		35			49
Purchases of nuclear decommissioning trust investments		(133	)		(96	)
Proceeds from the sale of nuclear decommissioning trust investments		125			88
Purchases of other marketable securities		(66	)
Proceeds from the sale of other marketable securities		57			51
Net (increase) decrease in restricted cash		(13	)		12
Other investing activities		10			(11	)
Net cash used in investing activities		(290	)		(57	)
Cash Flows from Financing Activities
Issuance of long-term debt		300
Retirement of long-term debt		(19	)		(208	)
Distributions to Member		(366	)		(119	)
Contributions from Member		116
Net (decrease) increase in short-term debt		(171	)		83
Net decrease in note payable to affiliate		(8	)		(300	)
Other financing activities		(6	)		(3	)
Net cash used in financing activities		(154	)		(547	)
Effect of Exchange Rates on Cash and Cash Equivalents		1			3
Net Increase (Decrease) in Cash and Cash Equivalents		55			(190	)
Cash and Cash Equivalents at Beginning of Period		227			357
Cash and Cash Equivalents at End of Period	$	282		$	167
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the financial statements.

CONDENSED CONSOLIDATED BALANCE SHEETS
PPL Energy Supply, LLC and Subsidiaries
(Unaudited)
(Millions of Dollars)
	June 30, 2006		December 31, 2005
Assets
Current Assets
Cash and cash equivalents	$	282	$	227
Restricted cash		50		39
Accounts receivable (less reserve: 2006, $48; 2005, $65)		334		291
Unbilled revenues		283		300
Accounts receivable from affiliates		145		149
Collateral on PLR energy supply to affiliate		300		300
Fuel, materials and supplies		330		295
Prepayments		34		39
Deferred income taxes		142		166
Price risk management assets		536		487
Other acquired intangibles		146		50
Other		48		41
Total Current Assets		2,630		2,384
Investments
Investment in unconsolidated affiliates - at equity		48		56
Nuclear plant decommissioning trust funds		460		444
Other		4		3
Total Investments		512		503
Property, Plant and Equipment
Electric plant in service
Transmission and distribution		4,300		3,950
Generation		8,671		8,761
General		272		272
		13,243		12,983
Construction work in progress		346		210
Nuclear fuel		307		327
Electric plant		13,896		13,520
Gas and oil plant		63		64
Other property		203		198
		14,162		13,782
Less: accumulated depreciation		5,985		5,871
Total Property, Plant and Equipment		8,177		7,911
Other Noncurrent Assets
Goodwill		1,055		1,015
Other acquired intangibles		214		283
Price risk management assets		186		80
Other		497		488
Total Other Noncurrent Assets		1,952		1,866
Total Assets	$	13,271	$	12,664
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the financial statements.

CONDENSED CONSOLIDATED BALANCE SHEETS
PPL Energy Supply, LLC and Subsidiaries
(Unaudited)
(Millions of Dollars)
	June 30, 2006		December 31, 2005
Liabilities and Equity
Current Liabilities
Short-term debt	$	2	$	172
Note payable to affiliate				8
Long-term debt		356		445
Accounts payable		439		445
Accounts payable to affiliates		29		27
Above market NUG contracts		67		70
Taxes		147		72
Interest		85		79
Deferred revenue on PLR energy supply to affiliate		12		12
Price risk management liabilities		523		519
Other		275		313
Total Current Liabilities		1,935		2,162
Long-term Debt		3,926		3,506
Long-term Debt with Affiliate Trust		89		89
Deferred Credits and Other Noncurrent Liabilities
Deferred income taxes and investment tax credits		1,278		1,157
Price risk management liabilities		533		523
Accrued pension obligations		225		232
Asset retirement obligations		309		298
Above market NUG contracts		103		136
Deferred revenue on PLR energy supply to affiliate		29		35
Other		319		321
Total Deferred Credits and Other Noncurrent Liabilities		2,796		2,702
Commitments and Contingent Liabilities (Note 11)
Minority Interest		56		56
Member's Equity		4,469		4,149
Total Liabilities and Equity	$	13,271	$	12,664
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
PPL Electric Utilities Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars)
	Three Months Ended June 30,				Six Months Ended June 30,
	2006		2005		2006		2005
Operating Revenues
Retail electric	$	719	$	696	$	1,531	$	1,476
Wholesale electric		1		1		2		2
Wholesale electric to affiliate		39		32		78		70
Total		759		729		1,611		1,548
Operating Expenses
Operation
Energy purchases		49		50		102		138
Energy purchases from affiliate		395		364		841		779
Other operation and maintenance		96		87		185		191
Amortization of recoverable transition costs		63		59		135		128
Depreciation		28		27		57		55
Taxes, other than income		45		43		94		90
Total		676		630		1,414		1,381
Operating Income		83		99		197		167
Other Income - net		7		6		16		10
Interest Expense		36		42		74		93
Interest Expense with Affiliate		4		3		8		5
Income Before Income Taxes		50		60		131		79
Income Taxes		16		24		45		27
Net Income		34		36		86		52
Dividends on Preferred Securities		4				5		1
Income Available to PPL	$	30	$	36	$	81	$	51
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
PPL Electric Utilities Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars)
	Six Months Ended June 30,
	2006			2005
Cash Flows from Operating Activities
Net income	$	86		$	52
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation		57			55
Stock compensation expense		4			7
Amortization - recoverable transition costs and other		146			139
Deferred income tax benefits and investment tax credits		(6	)		(14	)
Accrual for PJM billing dispute					47
Change in current assets and current liabilities
Accounts receivable		7			(18	)
Accounts payable		(36	)		(42	)
Other		(71	)		(70	)
Other operating activities
Other assets					(5	)
Other liabilities		13			23
Net cash provided by operating activities		200			174
Cash Flows from Investing Activities
Expenditures for property, plant and equipment		(97	)		(85	)
Purchases of other marketable securities		(96	)
Proceeds from the sale of other marketable securities		96			10
Net decrease (increase) in restricted cash		5			(53	)
Other investing activities		3			2
Net cash used in investing activities		(89	)		(126	)
Cash Flows from Financing Activities
Issuance of preference stock, net of issuance costs		245
Issuance of long-term debt					224
Retirement of long-term debt		(297	)		(380	)
Repurchase of common stock from PPL		(200	)
Payment of common stock dividends to PPL		(69	)		(26	)
Net increase in short-term debt					45
Other financing activities		(1	)		(7	)
Net cash used in financing activities		(322	)		(144	)
Net Decrease in Cash and Cash Equivalents		(211	)		(96	)
Cash and Cash Equivalents at Beginning of Period		298			151
Cash and Cash Equivalents at End of Period	$	87		$	55
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the financial statements.

CONDENSED CONSOLIDATED BALANCE SHEETS
PPL Electric Utilities Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars)
	June 30, 2006		December 31, 2005
Assets
Current Assets
Cash and cash equivalents	$	87	$	298
Restricted cash		42		42
Accounts receivable (less reserve: 2006, $22; 2005, $20)		216		224
Unbilled revenues		150		174
Accounts receivable from affiliates		8		10
Note receivable from affiliate		300		300
Prepayments		70		4
Prepayment on PLR energy supply from affiliate		12		12
Other		100		87
Total Current Assets		985		1,151
Property, Plant and Equipment
Electric plant in service
Transmission and distribution		4,103		4,034
General		363		356
		4,466		4,390
Construction work in progress		42		43
Electric plant		4,508		4,433
Other property		3		3
		4,511		4,436
Less: accumulated depreciation		1,756		1,720
Total Property, Plant and Equipment		2,755		2,716
Regulatory and Other Noncurrent Assets
Recoverable transition costs		1,030		1,165
Acquired intangibles		112		114
Prepayment on PLR energy supply from affiliate		29		35
Other		346		356
Total Regulatory and Other Noncurrent Assets		1,517		1,670
Total Assets	$	5,257	$	5,537
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the financial statements.

CONDENSED CONSOLIDATED BALANCE SHEETS
PPL Electric Utilities Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars)
	June 30, 2006		December 31, 2005
Liabilities and Equity
Current Liabilities
Short-term debt	$	42	$	42
Long-term debt		295		434
Accounts payable		38		42
Accounts payable to affiliates		152		183
Taxes		61		76
Collateral on PLR energy supply from affiliate		300		300
Other		140		147
Total Current Liabilities		1,028		1,224
Long-term Debt		1,820		1,977
Deferred Credits and Other Noncurrent Liabilities
Deferred income taxes and investment tax credits		774		771
Other		202		190
Total Deferred Credits and Other Noncurrent Liabilities		976		961
Commitments and Contingent Liabilities (Note 11)
Shareowners' Equity
Preferred securities		301		51
Common stock - no par value (a)		364		1,476
Additional paid-in capital		349		354
Treasury stock (a)				(912	)
Earnings reinvested		419		406
Total Shareowners' Equity		1,433		1,375
Total Liabilities and Equity	$	5,257	$	5,537

(a)	170 million shares authorized; 66 million shares issued and outstanding at June 30, 2006, and 78 million shares issued and outstanding, excluding 79 million shares held as treasury stock, at December 31, 2005. See Note 2 for additional information on the retirement of all treasury stock in 2006.
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the financial statements.

Combined Notes to Condensed Consolidated Financial Statements (Unaudited)

Terms and abbreviations appearing in Combined Notes to Condensed Consolidated Financial Statements are explained in the glossary. Dollars are in millions, except per share data, unless otherwise noted.

1.   Interim Financial Statements

(PPL, PPL Energy Supply and PPL Electric)

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and, therefore, do not include all of the information and footnotes required by accounting principles generally accepted in the U.S. for complete financial statements. In the opinion of management, all adjustments (including normal, recurring accruals) considered necessary for a fair presentation in accordance with accounting principles generally accepted in the U.S. are reflected in the condensed consolidated financial statements. The Balance Sheets as of December 31, 2005, are derived from each Registrant's 2005 audited Balance Sheet. The financial statements and notes thereto should be read in conjunction with the financial statements and notes contained in each Registrant's 2005 Form 10-K. The results of operations for the three and six months ended June 30, 2006, are not necessarily indicative of the results to be expected for the full year ending December 31, 2006, or other future periods, because results for interim periods can be disproportionately influenced by various factors and developments and seasonal variations.

(PPL and PPL Electric)

The six months ended June 30, 2005, included costs in "Other Operation and Maintenance" on the Statement of Income of $16 million associated with severe ice storms that hit PPL Electric's service territory in January 2005. In August 2005, the PUC issued an order granting PPL Electric's petition for authority to defer and amortize for regulatory accounting and reporting purposes a portion of these storm costs subject to certain conditions. As a result of the PUC Order and in accordance with SFAS 71, "Accounting for the Effects of Certain Types of Regulation," in the third quarter of 2005, PPL Electric deferred $12 million of its previously expensed storm costs.

(PPL and PPL Energy Supply)

The classification of certain amounts in the June 30, 2005 and December 31, 2005 financial statements has been changed to conform to the presentation in the June 30, 2006 financial statements. On the Statements of Income, components of operating losses of the Sundance and Griffith plants were reclassified from certain line items to "Loss from Discontinued Operations." See Note 8 for further discussion. In addition, based on clarifications of accounting guidance, the June 30, 2005 Statement of Cash Flows has been revised to reflect the purchases and sales of emission allowances, and the purchases and sales of investments in the nuclear decommissioning trust funds, on a gross basis within "Cash Flows from Investing Activities." Previously, these cash flows were presented on a net basis within "Cash Flows from Operating Activities." The net impact of this revised presentation was to increase "Cash Flows from Operating Activities" and to decrease "Cash Flows from Investing Activities" by $41 million for the six months ended June 30, 2005. This revision had no impact on "Cash and Cash Equivalents" for the periods reported. This revision is not considered by management to be material to the Financial Statements.

2.   Summary of Significant Accounting Policies

The following accounting policy disclosures represent updates to the "Summary of Significant Accounting Policies" Note in each Registrant's 2005 Form 10-K.

Allowance for Doubtful Accounts (PPL and PPL Energy Supply)

PPL's and PPL Energy Supply's significant specific reserves relate to receivables from Enron Corporation (Enron), which filed for bankruptcy in 2001, and from the California ISO, which has withheld payment pending the outcome of regulatory proceedings arising from the California electricity supply situation that began in 2000.

The reserves related to Enron are claims against Enron North America and Enron Power Marketing (Enron Subsidiaries), and against Enron, which had guaranteed the Enron Subsidiaries' performance (Enron Corporation Guarantees).

In March 2006, the U.S. Bankruptcy Court approved agreements between Enron and PPL subsidiaries that settled the litigation between PPL and Enron regarding the validity and enforceability of the Enron Corporation Guarantees. As a result of the Bankruptcy Court's approval of the settlement of the Enron Corporation Guarantees litigation and an assessment of current market price quotes for the purchase of Enron claims, PPL reduced the associated allowance for doubtful accounts by $15 million, or $9 million after tax ($0.03 per share for PPL).

In July 2006, PPL executed an agreement to sell all of its Enron claims to an independent third party for $17 million and further reduced the associated allowance for doubtful accounts in the second quarter of 2006 by $4 million, or $2 million after tax ($0.01 per share for PPL). PPL received the payment in July 2006.

At June 30, 2006 and December 31, 2005, the Enron and California ISO reserves accounted for 45% and 60% of PPL's total allowance for doubtful accounts and 69% and 80% of PPL Energy Supply's total allowance for doubtful accounts.

Treasury Stock

(PPL)

In the second quarter of 2006, PPL retired all treasury shares, which totaled 62,174,729 shares, and restored them to authorized but unissued shares of common stock. "Capital in excess of par value" was reduced by $838 million as result of the retirement. Total "Shareowners' Common Equity" was not impacted. PPL expects that all shares of common stock acquired in the future will be restored to authorized but unissued shares of common stock upon acquisition.

(PPL Electric)

In the second quarter of 2006, PPL Electric retired all treasury shares, which totaled 90,932,326 shares, and restored them to authorized but unissued shares of common stock. "Common stock" was reduced by $1.1 billion as result of the retirement. Total "Shareowners' Equity" was not impacted. PPL Electric expects that all shares of common stock acquired in the future will be restored to authorized but unissued shares of common stock upon acquisition.

New Accounting Standards (PPL, PPL Energy Supply and PPL Electric)

See Note 18 for a discussion of new accounting standards recently adopted or pending adoption.

3.   Segment and Related Information

(PPL and PPL Energy Supply)

See the "Segment and Related Information" note in each Registrant's 2005 Form 10-K for a discussion of reportable segments.

Financial data for the segments are:

		Three Months Ended June 30,				Six Months Ended June 30,
PPL		2006		2005		2006		2005
Income Statement Data
Revenues from external customers
	Supply	$	548	$	438	$	1,076	$	867
	International Delivery		334		303		678		614
	Pennsylvania Delivery		760		726		1,669		1,584
			1,642		1,467		3,423		3,065
Intersegment revenues
	Supply		395		363		841		779
	Pennsylvania Delivery		39		34		80		72
Net Income
	Supply (a)		74		40		217		126
	International Delivery		79		54		160		116
	Pennsylvania Delivery		28		34		84		54
		$	181	$	128	$	461	$	296

PPL		June 30, 2006		December 31, 2005
Balance Sheet Data
Total assets
	Supply	$	7,402	$	7,118
	International Delivery		5,503		5,089
	Pennsylvania Delivery		5,434		5,719
		$	18,339	$	17,926

		Three Months Ended June 30,				Six Months Ended June 30,
PPL Energy Supply		2006		2005		2006		2005
Income Statement Data
Revenues from external customers
	Supply	$	933	$	790	$	1,899	$	1,628
	International Delivery		334		303		678		614
			1,267		1,093		2,577		2,242
Net Income
	Supply (a)		79		50		228		143
	International Delivery		79		54		160		116
		$	158	$	104	$	388	$	259

PPL Energy Supply		June 30, 2006		December 31, 2005
Balance Sheet Data
Total assets
	Supply	$	7,768	$	7,575
	International Delivery		5,503		5,089
		$	13,271	$	12,664

(a) 2006 and 2005 include the "Loss from Discontinued Operations" associated with the Griffith plant and 2005 also includes the "Loss from Discontinued Operations" associated with the Sundance plant. See Note 8 for additional information.

4.   Earnings Per Share

(PPL)

In August 2005, PPL completed a 2-for-1 split of its common stock. The record date for the stock split was August 17, 2005, and the distribution date was August 24, 2005. As a result of the stock split, 190 million shares were issued to shareholders, and 31 million shares were issued as treasury shares as of the record date. The par value of the stock remains at $0.01 per share and, accordingly, $2 million was transferred from "Capital in excess of par value" to "Common stock" on the Balance Sheet. The number of shares, the market price, and earnings and dividends per share amounts, as well as PPL's stock-based compensation awards and the conversion rate and market price trigger of PPL Energy Supply's 2.625% Convertible Senior Notes due 2023, in the financial statements for the periods ended June 30, 2005, have been adjusted to reflect the stock split.

Basic EPS is calculated using the weighted-average shares of common stock outstanding during the period. Diluted EPS is calculated using the weighted-average shares of common stock outstanding that are increased for additional shares that would be outstanding if potentially dilutive securities were converted to common stock. Potentially dilutive securities consist of:

· stock options, restricted stock and restricted stock units granted under the incentive compensation plans;

· stock units representing common stock granted under the directors compensation programs; and

· convertible senior notes.

The basic and diluted EPS calculations, and the reconciliation of the shares (in thousands) used in the calculations, are:

		Three Months Ended June 30,				Six Months Ended June 30,
		2006		2005		2006		2005
Income (Numerator)
Income from continuing operations		$	200	$	178	$	481	$	349
	Loss from discontinued operations (net of income taxes)		19		50		20		53
Net Income		$	181	$	128	$	461	$	296
Shares (Denominator)
Shares for Basic EPS			380,141		379,252		379,981		378,634
Add incremental shares:
	Convertible Senior Notes		2,735		1,822		2,857		1,496
	Stock options and other share-based awards		2,714		2,280		2,751		2,170
Shares for Diluted EPS			385,590		383,354		385,589		382,300
Basic EPS
Income from continuing operations		$	0.53	$	0.47	$	1.27	$	0.92
	Loss from discontinued operations (net of income taxes)		0.05		0.13		0.06		0.14
Net Income		$	0.48	$	0.34	$	1.21	$	0.78
Diluted EPS
Income from continuing operations		$	0.52	$	0.46	$	1.25	$	0.91
	Loss from discontinued operations (net of income taxes)		0.05		0.13		0.06		0.14
Net Income		$	0.47	$	0.33	$	1.19	$	0.77

If converted, PPL Energy Supply's 2.625% Convertible Senior Notes due 2023 require cash settlement of the principal amount and permit settlement of any conversion premium in cash or PPL common stock. Based upon the current conversion rate of 40.2212 shares per $1,000 principal amount of notes, the Convertible Senior Notes have a dilutive impact when the average market price of PPL common stock exceeds the conversion price of $24.87.

See Note 7 for discussion of attainment of the market price trigger related to the Convertible Senior Notes in 2006.

The maximum number of shares of PPL common stock that could potentially be issued to settle the conversion premium, based upon the current conversion rate, is 15,483,553 shares. Based on PPL's common stock price at June 30, 2006, the conversion premium equated to 3,565,287 shares, or $115 million.

The following number of stock options to purchase PPL common stock were excluded in the respective periods' computations of diluted EPS because the effect would have been antidilutive.

	Three Months Ended June 30,		Six Months Ended June 30,
(Thousands of Shares)	2006	2005	2006	2005
Antidilutive stock options			668	805

5.   Income Taxes

(PPL and PPL Energy Supply)

Reconciliations of effective income tax rates are:

		Three Months Ended June 30,						Six Months Ended June 30,
PPL		2006			2005			2006			2005
Reconciliation of Income Tax Expense
	Indicated federal income tax on Income from Continuing Operations Before Income Taxes, Minority Interest and Dividends on Preferred Securities of a Subsidiary at statutory tax rate - 35%	$	101		$	77		$	234		$	150
Increase (decrease) due to:
	State income taxes		1			4			10			2
	Amortization of investment tax credit		(2	)		(2	)		(5	)		(5	)
	Difference related to income recognition of foreign affiliates (net of foreign income taxes)		(19	)		(10	)		(22	)		(20	)
	Transfer of WPD tax items								(20	)
	Stranded cost securitization		(2	)					(3	)
	Federal income tax credits		2			(30	)		(14	)		(54	)
	Other		2			1			(2	)		1
			(18	)		(37	)		(56	)		(76	)
Total income tax expense		$	83		$	40		$	178		$	74
Effective income tax rate			28.7%			18.2%			26.6%			17.3%

PPL Energy Supply
Reconciliation of Income Tax Expense
	Indicated federal income tax on Income from Continuing Operations Before Income Taxes and Minority Interest at statutory tax rate - 35%	$	88		$	60		$	194		$	126
Increase (decrease) due to:
	State income taxes		4			(3	)		12			(4	)
	Amortization of investment tax credit		(2	)		(2	)		(4	)		(4	)
	Difference related to income recognition of foreign affiliates (net of foreign income taxes)		(19	)		(10	)		(22	)		(20	)
	Transfer of WPD tax items								(20	)
	Federal income tax credits		2			(30	)		(14	)		(54	)
	Other		(1	)		1			(5	)
			(16	)		(44	)		(53	)		(82	)
Total income tax expense		$	72		$	16		$	141		$	44
Effective income tax rate			28.7%			9.3%			25.5%			12.2%

In January 2006, WPD, Hyder's liquidator and a former Hyder affiliate signed an agreement to transfer to the affiliate a future tax liability from WPD and certain surplus tax losses from Hyder. The U.K. taxing authority subsequently confirmed this agreement. This transfer resulted in a net reduction of income tax expense of $20 million for the six months ended June 30, 2006, and a decrease to goodwill of $12 million from the resolution of a pre-acquisition tax contingency pursuant to EITF Issue 93-7, "Uncertainties Related to Income Taxes in a Purchase Business Combination."

(PPL Electric)

Reconciliations of effective income tax rates are:

		Three Months Ended June 30,					Six Months Ended June 30,
PPL Electric		2006			2005		2006			2005
Reconciliation of Income Tax Expense
	Indicated federal income tax on Income Before Income Taxes at statutory tax rate - 35%	$	18		$	22	$	46		$	28
Increase (decrease) due to:
	State income taxes		(1	)				1
	Amortization of investment tax credit							(1	)		(1	)
	Stranded cost securitization		(2	)				(3	)
	Deficiency reserves		1			1		1			(1	)
	Other					1		1			1
			(2	)		2		(1	)		(1	)
Total income tax expense		$	16		$	24	$	45		$	27
Effective income tax rate			32.0%			40.0%		34.4%			34.2%

6.   Comprehensive Income

(PPL and PPL Energy Supply)

The after-tax components of comprehensive income are:

		Three Months Ended June 30,						Six Months Ended June 30,
PPL		2006			2005			2006			2005
Net Income		$	181		$	128		$	461		$	296
Other comprehensive income (loss):
	Foreign currency translation adjustments		70			(55	)		82			(39	)
	Net unrealized gain (loss) on available-for-sale securities		(4	)		5			(9	)
	Net unrealized gain (loss) on qualifying derivatives		24			(14	)		126			(80	)
	Total other comprehensive income (loss)		90			(64	)		199			(119	)
Comprehensive Income		$	271		$	64		$	660		$	177

PPL Energy Supply
Net Income		$	158		$	104		$	388		$	259
Other comprehensive income (loss):
	Foreign currency translation adjustments		70			(55	)		82			(39	)
	Net unrealized gain (loss) on available-for-sale securities		(4	)		4			(9	)		(1	)
	Net unrealized gain (loss) on qualifying derivatives		14			(13	)		108			(79	)
	Total other comprehensive income (loss)		80			(64	)		181			(119	)
Comprehensive Income		$	238		$	40		$	569		$	140

(PPL Electric)

PPL Electric's comprehensive income approximates net income.

7.   Credit Arrangements and Financing Activities

Credit Arrangements

(PPL and PPL Electric)

PPL Electric maintains credit facilities in order to enhance liquidity and provide credit support, and as a backstop to its commercial paper program.

In June 2006, PPL Electric amended and restated the credit agreement for its $200 million five-year credit facility and extended the expiration date to June 2011. PPL Electric has the ability to cause the lenders under this facility to issue letters of credit. At June 30, 2006, PPL Electric had no cash borrowings or letters of credit outstanding under this credit facility. PPL Electric's $100 million three-year credit facility expired in June 2006 and was not renewed.

PPL Electric maintains a commercial paper program for up to $200 million to provide it with an additional financing source to fund its short-term liquidity needs, if and when necessary. Commercial paper issuances are supported by PPL Electric's $200 million five-year credit facility. PPL Electric had no commercial paper outstanding at June 30, 2006.

At June 30, 2006, $130 million of accounts receivable and $130 million of unbilled revenue were pledged by a PPL Electric subsidiary under the credit agreement related to PPL Electric's and the subsidiary's participation in an asset-backed commercial paper program. Also at this date, there was $42 million of short-term debt outstanding under the credit agreement at an interest rate of 5.21%, all of which was being used to cash collateralize letters of credit issued on PPL Electric's behalf. At June 30, 2006, based on the accounts receivable and unbilled revenue pledged, an additional $94 million was available for borrowing. PPL Electric's sale to its subsidiary of the pledged accounts receivable and unbilled revenue is an absolute sale of the assets, and PPL Electric does not retain an interest in these assets. However, for financial reporting purposes, the subsidiary's financial results are consolidated in PPL Electric's financial statements. In July 2006, PPL Electric and the subsidiary extended the expiration date of the credit agreement to July 2007.

(PPL and PPL Energy Supply)

PPL Energy Supply maintains credit facilities in order to enhance liquidity and provide credit support, and as a backstop to its commercial paper program.

In March 2006, PPL Energy Supply extended the expiration date of its 364-day reimbursement agreement to March 2007. Under the agreement, PPL Energy Supply can cause the bank to issue up to $200 million of letters of credit. At June 30, 2006, there was $55 million of letters of credit outstanding under this agreement.

In June 2006, PPL Energy Supply entered into a $1.9 billion Amended and Restated Five-Year Credit Agreement, which expires in June 2011. This credit agreement amended and restated and combined into one credit facility the following three five-year credit facilities of PPL Energy Supply: the $800 million facility expiring in June 2010, the $600 million facility expiring in June 2010 and the $500 million facility expiring in December 2010. PPL Energy Supply has the ability to cause the lenders under this facility to issue letters of credit. At June 30, 2006, PPL Energy Supply had an aggregate of $15 million of letters of credit and no cash borrowings outstanding under this facility.

PPL Energy Supply also maintains a $300 million five-year letter of credit and revolving credit facility expiring in March 2011. At June 30, 2006, there were no cash borrowings and $298 million of letters of credit outstanding under this facility. PPL Energy Supply's obligations under this facility are supported by a $300 million letter of credit issued on PPL Energy Supply's behalf under a separate $300 million five-year letter of credit and reimbursement agreement also expiring in March 2011.

PPL Energy Supply maintains a commercial paper program for up to $500 million to provide it with an additional financing source to fund its short-term liquidity needs, if and when necessary. Commercial paper issuances are supported by PPL Energy Supply's $1.9 billion five-year credit facility. PPL Energy Supply had no commercial paper outstanding at June 30, 2006.

WPD (South West) maintains three committed credit facilities: a £100 million 364-day facility, a £150 million three-year facility and a £150 million five-year facility, which expire in October 2006, October 2008 and October 2009, respectively. At June 30, 2006, WPD (South West) also has uncommitted credit facilities of £65 million. At June 30, 2006, there were no cash borrowings outstanding under the WPD (South West) credit facilities.

(PPL, PPL Energy Supply and PPL Electric)

The subsidiaries of PPL are separate legal entities. PPL's subsidiaries are not liable for the debts of PPL. Accordingly, creditors of PPL may not satisfy their debts from the assets of the subsidiaries absent a specific contractual undertaking by a subsidiary to pay PPL's creditors or as required by applicable law or regulation. Similarly, absent a specific contractual undertaking or as required by applicable law or regulation, PPL is not liable for the debts of its subsidiaries. Accordingly, creditors of PPL's subsidiaries may not satisfy their debts from the assets of PPL absent a specific contractual undertaking by PPL to pay the creditors of its subsidiaries or as required by applicable law or regulation.

Similarly, the subsidiaries of PPL Energy Supply and PPL Electric are separate legal entities. These subsidiaries are not liable for the debts of PPL Energy Supply and PPL Electric. Accordingly, creditors of PPL Energy Supply and PPL Electric may not satisfy their debts from the assets of their subsidiaries absent a specific contractual undertaking by a subsidiary to pay the creditors or as required by applicable law or regulation. In addition, absent a specific contractual undertaking or as required by applicable law or regulation, PPL Energy Supply and PPL Electric are not liable for the debts of their subsidiaries. Accordingly, creditors of these subsidiaries may not satisfy their debts from the assets of PPL Energy Supply or PPL Electric absent a specific contractual undertaking by that parent to pay the creditors of its subsidiaries or as required by applicable law or regulation.

Financing Activities

(PPL)

In May 2006, PPL Capital Funding retired all $99 million of its Senior Floating Rate Notes and all $148 million of its 7.29% Subordinated Notes upon maturity.

(PPL and PPL Electric)

In March 2006, PPL Electric retired all $146 million of its 6.55% Series First Mortgage Bonds upon maturity.

During the six months ended June 30, 2006, PPL Transition Bond Company made principal payments on transition bonds of $151 million.

In April 2006, PPL Electric sold 10 million depositary shares, each representing a quarter interest in a share of PPL Electric's 6.25% Series Preference Stock (Preference Shares), totaling $250 million. In connection with the sale of the depositary shares, PPL Electric issued 2.5 million Preference Shares, with a liquidation preference of $100 per share, to the bank acting as a depositary. PPL Electric used the net proceeds of $245 million from the offering to repurchase $200 million of its common stock held by PPL, and for other general corporate purposes. PPL used the $200 million received from PPL Electric to fund capital expenditures and for general corporate purposes.

Holders of the depositary shares are entitled to all proportional rights and preferences of the Preference Shares, including dividend, voting, redemption and liquidation rights, exercised through the depositary. The Preference Shares rank senior to PPL Electric's common stock and junior to its preferred stock, and they have no voting rights, except as provided by law.

Dividends on the Preference Shares will be paid when, as and if declared by the Board of Directors at a fixed annual rate of 6.25%, or $1.5625 per depositary share per year, and are not cumulative. PPL Electric may not pay dividends on, or redeem, purchase or make a liquidation payment with respect to any of its common stock, except in certain circumstances, unless full dividends on the Preference Shares have been paid for the then-current dividend period.

The Preference Shares do not have a stated maturity, and are not subject to sinking fund requirements. However, PPL Electric may, at its option, redeem the Preference Shares in whole or in part from time to time for $100 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends, on or after April 6, 2011.

In May 2006, PPL Electric filed Amended and Restated Articles of Incorporation that, among other things, increased the authorized amount of preference stock from 5 million to 10 million shares, without nominal or par value.

"Preferred Securities" in the financial statements refers to both preference stock and $51 million of preferred stock at June 30, 2006.

(PPL Electric)

During the six months ended June 30, 2006, PPL Electric paid common dividends of $69 million to PPL.

(PPL and PPL Energy Supply)

In December 2005, Elfec made a scheduled $3 million principal payment on its $23 million Bolivian Bonds, which was funded primarily with short-term debt. This transaction was recorded in January 2006 due to the one-month lag in foreign subsidiary reporting.

PPL Energy Supply issued $300 million of 6.20% Senior Notes due 2016 (6.20% Notes) in May 2006 and issued an additional $150 million of the 6.20% Notes in July 2006. The 6.20% Notes may be redeemed any time prior to maturity at PPL Energy Supply's option at make-whole redemption prices. In July 2006, PPL Energy Supply also issued $250 million of 7% Senior Notes due 2046 (7% Notes). The 7% Notes are not subject to redemption prior to July 15, 2011. On or after July 15, 2011, PPL Energy Supply may, at its option, redeem the 7% Notes, in whole or in part, at par. Proceeds from the sale of both the 6.20% Notes and 7% Notes are expected to be used for capital expenditures, including expenditures relating to PPL Energy Supply's installation of pollution control equipment at two of its coal-fired power plants in Pennsylvania, and for general corporate purposes.

In July 2006, Emel issued 3 million UF (inflation-indexed Chilean Pesos) denominated bonds in two series. The first series consists of 1 million UF denominated bonds that mature in 2011, are callable at par on or after June 1, 2009, and bear interest at 3.75%. The second series consists of 2 million UF denominated bonds with serial maturities from 2021 through 2027, which are callable on or after June 1, 2014, at a specified calculated value on the call date and bear interest at 4.50%. The proceeds will be used to pay in full Emel's 3 million UF denominated bond maturity in August 2006, which was approximately $102 million and has been classified as "Long-term Debt" on the Balance Sheet as of June 30, 2006.

The terms of PPL Energy Supply's 2.625% Convertible Senior Notes due 2023 include a market price trigger that permits holders to convert the notes during any fiscal quarter if the closing sale price of PPL's common stock exceeds $29.83 for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter. This market price trigger was met in the first and second quarters of 2006. Therefore, holders of the Convertible Senior Notes were entitled to convert their notes at any time during the second quarter of 2006 and are also entitled to convert their notes any time during the third quarter of 2006. As discussed in Note 4, when holders elect to convert the Convertible Senior Notes, PPL Energy Supply is required to settle the principal amount in cash and any conversion premium in cash or PPL common stock.

During the second quarter of 2006, Convertible Senior Notes in an aggregate principal amount of $29 million were presented for conversion, of which $15 million was settled in the second quarter of 2006 and the remaining $14 million was settled in the third quarter of 2006. The total conversion premium related to these conversions was $7 million, which was settled with 102,816 shares of PPL common stock and 130,612 shares of PPL common stock in the second and third quarters of 2006, along with an insignificant amount of cash in lieu of fractional shares.  After such conversions, PPL Energy Supply had approximately $370 million of Convertible Senior Notes that could be presented for conversion in the third quarter of 2006.

(PPL Energy Supply)

During the six months ended June 30, 2006, PPL Energy Supply distributed $366 million to its parent company and received capital contributions of $116 million.

Dividends

(PPL)

In February 2006, PPL announced an increase to its quarterly common stock dividend, effective April 1, 2006, to 27.5 cents per share (equivalent to $1.10 per annum). Future dividends, declared at the discretion of PPL's Board of Directors, will be dependent upon future earnings, cash flows, financial requirements and other factors.

(PPL and PPL Electric)

In July 2006, PPL Electric paid an initial dividend of $1.4757 per share on its outstanding Preference Shares. Since the Preference Shares were not outstanding for the entire second quarter of 2006, the dividend was prorated and, thus, less than a full quarterly dividend of $1.5625 per Preference Share. Dividends on the Preference Shares are not cumulative and future dividends, declared at the discretion of PPL Electric's Board of Directors, will be dependent upon future earnings, cash flows, financial requirements and other factors.

8.   Acquisitions, Development and Divestitures

From time to time, PPL and its subsidiaries are involved in negotiations with third parties regarding acquisitions and dispositions of businesses and assets, joint ventures and development projects. Any such transactions may impact future financial results.

(PPL and PPL Energy Supply)

Discontinued Operations

Sale of Interest in Griffith Plant

In June 2006, a subsidiary of PPL Energy Supply, which is included in the Supply segment, sold its 50% ownership interest in the 600 MW Griffith power plant located in Kingman, Arizona, for $115 million in cash. Proceeds of the sale will be used to fund a portion of PPL's capital expenditure requirements. The book value of PPL's interest in the plant was $150 million on the sale date.

Following are the components of "Loss from Discontinued Operations" on the Statements of Income related to the sale of PPL's interest in the Griffith plant.

	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
Operating revenues	$	3		$	12		$	5		$	14
Operating expenses		7			15			10			18
Loss from operations before income taxes		(4	)		(3	)		(5	)		(4	)
Income tax benefit		2			2			2			2
Loss from operations after income taxes		(2	)		(1	)		(3	)		(2	)
Loss on sale of interest (net of tax benefit of $16 million)		(24	)					(24	)
Acceleration of net unrealized gains on derivatives associated with the plant (net of tax expense of $4 million)		7						7
Loss from Discontinued Operations (net of income taxes)	$	(19	)	$	(1	)	$	(20	)	$	(2	)

See "Guarantees and Other Assurances" in Note 11 for more information on PPL Energy Supply's indemnifications related to the sale.

Sale of Sundance Plant

In May 2005, a subsidiary of PPL Energy Supply, which is included in the Supply segment, completed the sale of its 450 MW Sundance power plant located in Pinal County, Arizona, to Arizona Public Service Company for $190 million in cash. The book value of the plant was $260 million on the sale date.

Following are the components of "Loss from Discontinued Operations" on the Statements of Income related to the sale of the Sundance plant. There were no derivative contracts hedging the Sundance plant at the time of the sale.

	June 30, 2005
	Three Months Ended			Six Months Ended
Operating revenues	$	1		$	4
Operating expenses		3			10
Loss from operations before income taxes		(2	)		(6	)
Income tax benefit					2
Loss from operations after income taxes		(2	)		(4	)
Loss on disposal (net of tax benefit of $26 million)		(47	)		(47	)
Loss from Discontinued Operations (net of income taxes)	$	(49	)	$	(51	)

See "Guarantees and Other Assurances" in Note 11 for more information on PPL Energy Supply's indemnifications related to the sale.

International

In March 2006, PPL Global completed the sale of its minority interest in Aguaytia Energy, LLC, a combined generating and natural gas facility in Peru. PPL Global received $15 million from the sale, and recorded a pre-tax gain of $3 million, which is included in "Other Income - net" on the Statement of Income.

In February 2006, WPD received legal notification citing one of its real estate investments as an environmentally protected area, thus restricting planned development. Although WPD can appeal the notification, an impairment assessment was performed based on a third-party appraisal. As a result, PPL Global recorded an impairment charge of $8 million ($6 million after tax) in the first quarter of 2006, which is included in "Other Income - net" on the Statement of Income.

In September 2000, WPD acquired Hyder. Subsequently, WPD sold the majority of Hyder's non-electricity delivery activities and placed the remaining companies in liquidation. In March 2006, WPD received $24 million in proceeds as an initial distribution related to the planned ongoing liquidation of the remaining non-electricity delivery businesses, which is included in "Other Income - net" on the Statement of Income. These proceeds have been included in the second quarter 2006 financial results due to the one-month lag in foreign subsidiary reporting. WPD continues to operate the Hyder electricity delivery business.

Other

See Note 11 for a discussion of the impairment of PPL Energy Supply's synthetic fuel production facilities recorded in June 2006.

9.   Stock-Based Compensation

(PPL, PPL Energy Supply and PPL Electric)

Effective January 1, 2006, PPL adopted SFAS 123 (revised 2004), "Share-Based Payment," which is known as SFAS 123(R), using the modified prospective application transition method. The adoption of SFAS 123(R) did not have a significant impact on PPL and its subsidiaries, since PPL and its subsidiaries adopted the fair value method of accounting for stock-based compensation, as described by SFAS 123, "Accounting for Stock-Based Compensation," effective January 1, 2003. See Note 18 for further discussion of SFAS 123(R).

(PPL)

For the six months ended June 30, 2006, PPL recorded total compensation costs of $19 million related to stock-based compensation awards, with $8 million of related income tax benefits. For the six months ended June 30, 2005, PPL recorded total compensation costs of $27 million related to stock-based compensation awards, with $11 million of related income tax benefits. The six months ended June 30, 2005, included $5 million after tax (or $0.01 per share) related to periods prior to 2005 to record accelerated recognition of expense for employees at or near retirement age. The amounts related to periods prior to 2005 were not material to previously issued financial statements.

(PPL Energy Supply)

For the six months ended June 30, 2006, PPL Energy Supply recorded total compensation costs of $13 million related to stock-based compensation awards, with $6 million of related income tax benefits. For the six months ended June 30, 2005, PPL Energy Supply recorded total compensation costs of $18 million related to stock-based compensation awards, with $8 million of related income tax benefits. The six months ended June 30, 2005, included $3 million after tax related to periods prior to 2005 to record accelerated recognition of expense for employees at or near retirement age. The amounts related to periods prior to 2005 were not material to previously issued financial statements.

(PPL Electric)

For the six months ended June 30, 2006, PPL Electric recorded total compensation costs related to stock-based compensation awards of $4 million, with $1 million of related income tax benefits. For the six months ended June 30, 2005, PPL Electric recorded total compensation costs related to stock-based compensation of $7 million, with $3 million of related income tax benefits. The six months ended June 30, 2005, included $2 million after tax related to periods prior to 2005 to record accelerated recognition of expense for employees at or near retirement age. The amounts related to periods prior to 2005 were not material to previously issued financial statements.

Restricted Stock and Restricted Stock Units (PPL, PPL Energy Supply and PPL Electric)

Restricted stock and restricted stock unit activity for the six months ended June 30, 2006 was:

	Restricted Shares			Weighted- Average Grant Date Fair Value
PPL
Nonvested at January 1, 2006		1,557,123			$21.23
Granted		789,925			30.83
Vested		(321,946	)		18.36
Forfeited		(48,672	)		25.41
Nonvested at June 30, 2006		1,976,430			25.41
PPL Energy Supply
Nonvested at January 1, 2006		671,901			$19.67
Granted		297,970			31.10
Vested		(126,886	)		17.60
Forfeited		(45,560	)		25.32
Nonvested at June 30, 2006		797,425			23.93
PPL Electric
Nonvested at January 1, 2006		116,260			$23.09
Granted		58,550			31.17
Vested		(32,420	)		17.53
Nonvested at June 30, 2006		142,390			27.65

The weighted-average grant date fair value of restricted stock and restricted stock units granted during the six months ended June 30, 2005, was $27.08 for PPL, $27.27 for PPL Energy Supply and $27.11 for PPL Electric.

As of June 30, 2006, unrecognized compensation cost related to nonvested awards was:

	Unrecognized Compensation Cost		Weighted-Average Period for Recognition
PPL	$	14		3.5 years
PPL Energy Supply		12		2.9 years
PPL Electric		2		1.7 years

The total fair value of shares vesting during the six months ended June 30, 2006 and 2005, was:

	June 30, 2006		June 30, 2005
PPL	$	10	$	9
PPL Energy Supply		4		4
PPL Electric		1		1

Stock Options (PPL, PPL Energy Supply and PPL Electric)

Stock option activity under the plans for the six months ended June 30, 2006, was:

		Number of Options			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
PPL
Outstanding at January 1, 2006			5,586,072		$	21.81
	Granted		1,335,420			30.14
	Exercised		(410,420	)		20.39
Outstanding at June 30, 2006			6,511,072			23.60		7.4 years	$	55
Options exercisable at June 30, 2006			3,774,769			20.46		6.3 years		44
Weighted-average fair value of options granted		$	4.86
PPL Energy Supply
Outstanding at January 1, 2006			1,225,502		$	21.72
	Granted		494,660			30.14
	Exercised		(132,400	)		19.46
Outstanding at June 30, 2006			1,587,762			24.53		7.7 years	$	12
Options exercisable at June 30, 2006			738,362			19.97		6.2 years		9
Weighted-average fair value of options granted		$	4.86
PPL Electric
Outstanding at January 1, 2006			285,372		$	22.95
	Granted		88,540			30.14
Outstanding at June 30, 2006			373,912			24.65		7.4 years	$	3
Options exercisable at June 30, 2006			204,000			21.95		6.0 years		2
Weighted-average fair value of options granted		$	4.86

The total intrinsic value of stock options exercised was:

	Six Months Ended June 30,
	2006		2005
PPL	$	4	$	17
PPL Energy Supply		1		3
PPL Electric				2

As of June 30, 2006, unrecognized compensation cost related to stock options was:

	Unrecognized Compensation Cost		Weighted-Average Period for Recognition
PPL	$	3		2.1 years
PPL Energy Supply		2		2.1 years

PPL received cash from stock option exercises for the six months ended June 30, 2006, of $7 million. The income tax benefit from share-based arrangements for the six months ended June 30, 2006, was $4 million, with $1 million attributed to stock option exercises.

The estimated fair value of each option granted was calculated using a Black-Scholes option-pricing model. The weighted-average assumptions used in the model were:

	2006	2005
Risk-free interest rate	4.06%	4.09%
Expected option life	6.25 yrs.	7.00 yrs.
Expected stock volatility	19.86%	18.09%
Dividend yield	3.76%	3.88%

Based on the above assumptions, the weighted-average grant date fair value of options granted during the six months ended June 30, 2006 and 2005, was $4.86 and $3.99.

PPL uses historical volatility to value its stock options using the Black-Scholes option pricing model. Volatility over the expected term of the options is evaluated with consideration given to prior periods that may need to be excluded based on events not likely to recur that had impacted PPL's volatility in those prior periods. Management's expectations for future volatility, considering potential changes to PPL's business model and other economic conditions, are also reviewed in addition to the historical data to determine the final volatility assumption.

Directors Stock Units(PPL)

Under the Directors Deferred Compensation Plan, stock units are used to compensate members of PPL's Board of Directors who are not employees of PPL. Such stock units represent shares of PPL's common stock to which board members are entitled after they cease serving as a member of the Board of Directors. Board members are also entitled to defer any or all of their cash compensation into stock units. The stock unit accounts of each board member are increased based on dividends paid or other distributions on PPL's common stock. There were 289,851 such stock units outstanding at June 30, 2006. Compensation expense was $1 million for the six months ended June 30, 2006, and insignificant for the same period ended 2005.

Stock Appreciation Rights(PPL and PPL Energy Supply)

WPD uses stock appreciation rights to compensate senior management employees. Stock appreciation rights are granted with a reference price to PPL's common stock at the date of grant. These awards vest over a three-year period and have a 10-year term, during which time employees are entitled to receive a cash payment of any appreciation in the price of PPL's common stock over the grant date value. At June 30, 2006, there were 402,398 stock appreciation rights outstanding. Compensation expense was insignificant for the six months ended June 30, 2006 and 2005.

10.   Pension and Other Postretirement Benefits

(PPL and PPL Energy Supply)

Net periodic pension and other postretirement benefit costs were:

	Pension Benefits
	Three Months Ended June 30,												Six Months Ended June 30,
	Domestic						International						Domestic						International
	2006			2005			2006			2005			2006			2005			2006			2005
PPL
Service cost	$	16		$	14		$	5		$	5		$	31		$	28		$	10		$	9
Interest cost		30			28			35			39			62			58			69			77
Expected return on plan assets		(41	)		(40	)		(49	)		(52	)		(82	)		(79	)		(97	)		(105	)
Amortization of transition obligation		(1	)		(1	)								(2	)		(2	)
Amortization of prior service cost		4			4			1			1			7			7			2			2
Amortization of loss		1			1			13			8			2			1			24			14
Net periodic pension costs (credits) prior to special termination benefits		9			6			5			1			18			13			8			(3	)
Special termination benefits (a)											1												6
Net periodic pension costs	$	9		$	6		$	5		$	2		$	18		$	13		$	8		$	3
PPL Energy Supply
Service cost	$	1		$	1		$	5		$	5		$	2		$	2		$	10		$	9
Interest cost		1			1			35			39			3			2			69			77
Expected return on plan assets		(1	)		(1	)		(49	)		(52	)		(4	)		(3	)		(97	)		(105	)
Amortization of prior service cost								1			1									2			2
Amortization of loss								13			8						1			24			14
Net periodic pension costs (credits) prior to special termination benefits		1			1			5			1			1			2			8			(3	)
Special termination benefits (a)											1												6
Net periodic pension costs	$	1		$	1		$	5		$	2		$	1		$	2		$	8		$	3

(a) The 2005 amounts are related to a WPD-approved staff reduction plan as a result of the merger of its two control rooms, metering reorganization and other staff efficiencies. Additional pension costs were recognized due to early retirement and pension enhancement provisions granted to the employees.

	Other Postretirement Benefits
	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
PPL
Service cost	$	2		$	2		$	4		$	4
Interest cost		7			7			14			14
Expected return on plan assets		(5	)		(5	)		(10	)		(10	)
Amortization of transition obligation		2			2			4			4
Amortization of prior service cost		2			1			3			2
Amortization of loss		2			2			5			3
Net other postretirement benefits cost	$	10		$	9		$	20		$	17

11.   Commitments and Contingent Liabilities

Energy Purchases, Energy Sales and Other Commitments

Energy Purchase Commitments(PPL, PPL Energy Supply and PPL Electric)

PPL and PPL Energy Supply enter into long-term purchase contracts to supply the fuel requirements for generation facilities. These include contracts to purchase coal, emission allowances, natural gas, oil and nuclear fuel. These contracts extend for terms through 2019. PPL and PPL Energy Supply also enter into long-term contracts for the storage and transport of natural gas. These contracts extend through 2014 and 2032, respectively. Additionally, PPL and PPL Energy Supply enter into long-term contracts to purchase power that extend for terms through 2010.

PPL and PPL Energy Supply entered into long-term power purchase agreements with two wind project developers to purchase the full output of their facilities when they begin commercial operation. One of the power purchase agreements is for 50 to 100 MW and extends for a term of 15 years. The in-service date for this project is under evaluation. The power purchase agreement for the second facility, which is in service, is for 24 MW and extends for a term through 2026.

As part of the purchase of generation assets from Montana Power, PPL Montana assumed a power purchase agreement, which was still in effect at June 30, 2006. In accordance with purchase accounting guidelines, PPL Montana recorded a liability of $58 million as the estimated fair value of the agreement at the acquisition date. The liability is being reduced over the term of the agreement, through 2010, as an adjustment to "Energy purchases" on the Statement of Income. The unamortized balance of the liability related to the agreement at June 30, 2006, was $44 million and is included in "Deferred Credits and Other Noncurrent Liabilities - Other" on the Balance Sheet.

In 1998, PPL Electric recorded a loss accrual for above-market contracts with NUGs of $854 million, due to the deregulation of its generation business. Effective January 1999, PPL Electric began reducing this liability as an offset to "Energy purchases" on the Statement of Income. This reduction is based on the estimated timing of the purchases from the NUGs and projected market prices for this generation. The final NUG contract expires in 2014. In connection with the corporate realignment in 2000, the remaining balance of this liability was transferred to PPL EnergyPlus. At June 30, 2006, the remaining liability associated with the above-market NUG contracts was $170 million.

Energy Sales Commitments(PPL and PPL Energy Supply)

PPL Energy Supply enters into long-term power sales contracts in connection with its load-serving activities or associated with certain of its power plants. These power sales contracts extend for terms through 2017. All long-term contracts were executed at pricing that approximated market rates, including profit margin, at the time of execution.

In July 2002, PPL Montana began to sell to NorthWestern an aggregate of 450 MW of energy. Under two five-year agreements for a term through June 30, 2007, PPL Montana is supplying 300 MW of around-the-clock electricity and 150 MW of unit-contingent on-peak electricity. PPL Montana also makes short-term energy sales to NorthWestern. In July 2006, PPL Montana entered into a new seven-year power purchase and sale agreement with NorthWestern pursuant to which PPL Montana will provide the following wholesale electricity supply to NorthWestern.

Period	On-Peak Supply		Off-Peak Supply
7/1/2007 - 6/30/2010		325 MW		175 MW
7/1/2010 - 6/30/2012		275 MW		150 MW
7/1/2012 - 6/30/2014		200 MW		125 MW

In 2002, PPL began commercial operations of its Edgewood natural gas-fired generating station and its Shoreham oil-fired generating station. Each of these New York plants has a capacity of 79.9 MW. Initially, the Long Island Power Authority contracted to purchase all of Edgewood's capacity and ancillary services as part of a 3-year power purchase agreement with PPL EnergyPlus beginning at commercial operation, and all of Shoreham's capacity and ancillary services as part of a 15-year power purchase agreement with PPL EnergyPlus beginning at commercial operation. In 2005, PPL EnergyPlus extended the Edgewood power purchase agreement for an additional term that runs through October 2008. The Shoreham power purchase agreement remains in effect until 2017.

In January 2004, PPL EnergyPlus began supplying 12.5% of Connecticut Light & Power Company's (CL&P) Transitional Standard Offer load under a three-year fixed-price contract. During peak hours, PPL EnergyPlus' obligation to supply the Transitional Standard Offer load may reach 625 MW. Additionally, in January 2006, PPL EnergyPlus began to supply an additional 6.25% of CL&P's Transitional Standard Offer load under a one-year fixed-price contract. During peak hours, PPL EnergyPlus' obligation to supply the Transitional Standard Offer load may reach 313 MW.

As a result of New Jersey's Electric Discount and Energy Competition Act, the New Jersey Board of Public Utilities authorized and made available to power suppliers, on a competitive basis, the opportunity to provide Basic Generation Service (BGS) to all non-shopping New Jersey customers. In February 2003, PPL EnergyPlus was awarded 34-month fixed-price BGS contracts for a fixed percentage of customer load (an aggregate of 1,000 MW) for Atlantic City Electric Company (ACE), Jersey Central Power & Light Company (JCPL) and Public Service Electric & Gas Company (PSEG). These contracts commenced in August 2003. In the first quarter of 2005, PPL EnergyPlus was awarded a portion of the Commercial Industrial Energy Pricing tranche, which amounts to 85 MW after expected shopping. These 12-month contracts ended in June 2006. In February 2006, PPL EnergyPlus was awarded 36-month fixed-price BGS contracts for fixed percentages of customer load (an aggregate of 600 MW) for ACE, JCPL and PSEG. These contracts commenced in June 2006.

In December 2005 and January 2006, PPL EnergyPlus entered into agreements with Delmarva Power and Light Company to provide a portion of its full requirements service from May 2006 through May 2008.

PPL Montana Hydroelectric License Commitments(PPL and PPL Energy Supply)

PPL Montana has 11 hydroelectric facilities and one storage reservoir licensed by the FERC pursuant to the Federal Power Act under long-term licenses. Pursuant to Section 8(e) of the Federal Power Act, the FERC approved the transfer from Montana Power to PPL Montana of all pertinent licenses and any amendments in connection with the Montana APA.

The Kerr Dam Project license was jointly issued by the FERC to Montana Power and the Confederated Salish and Kootenai Tribes of the Flathead Reservation in 1985, and required Montana Power to hold and operate the project for 30 years. The license required Montana Power, and subsequently PPL Montana as a result of the purchase of the Kerr Dam from Montana Power, to continue to implement a plan to mitigate the impact of the Kerr Dam on fish, wildlife and the habitat. Under this arrangement, PPL Montana has a remaining commitment to spend $17 million between 2007 and 2015, at which point the tribes have the option to purchase, hold and operate the project.

PPL Montana entered into two Memoranda of Understanding (MOUs) with state, federal and private entities related to the issuance in 2000 of the FERC renewal license for the nine dams for the Missouri-Madison project. The MOUs require PPL Montana to implement plans to mitigate the impact of its projects on fish, wildlife and the habitat, and to increase recreational opportunities. The MOUs were created to maximize collaboration between the parties and enhance the possibility for matching funds from relevant federal agencies. Under this arrangement, PPL Montana has a remaining commitment to spend $34 million between 2006 and 2040.

Legal Matters

(PPL, PPL Energy Supply and PPL Electric)

PPL and its subsidiaries are involved in numerous legal proceedings, claims and litigation in the ordinary course of business. PPL and its subsidiaries cannot predict the outcome of such matters, or whether such matters may result in material liabilities.

Montana Power Shareholders' Litigation(PPL and PPL Energy Supply)

In August 2001, a purported class-action lawsuit was filed by a group of shareholders of Montana Power against Montana Power, the directors of Montana Power, certain advisors and consultants of Montana Power and PPL Montana. The plaintiffs allege, among other things, that Montana Power was required to, and did not, obtain shareholder approval of the sale of Montana Power's generation assets to PPL Montana in 1999, and thus that sale "was null and void ab initio." Among the remedies that the plaintiffs are seeking is the establishment of a "resulting and/or constructive trust" on both the generation assets and all profits earned by PPL Montana from the generation assets, plus interest on the amounts subject to the trust. This lawsuit has been pending in the U.S. District Court of Montana, Butte Division and the judge has placed this proceeding on hold pending the outcome of certain motions currently before the U.S. Bankruptcy Court for the District of Delaware, the resolution of which may impact this proceeding. PPL and PPL Energy Supply cannot predict the outcome of this matter.

Montana Hydroelectric Litigation(PPL and PPL Energy Supply)

In November 2004, PPL Montana, Avista Corporation and PacifiCorp commenced an action for declaratory judgment in Montana First Judicial District Court seeking a determination that no lease payments or other compensation for their hydropower facilities' use and occupancy of streambeds in Montana can be collected by the State of Montana. This request for declaratory judgment from the Montana state court was brought following the dismissal of the State of Montana's federal lawsuit seeking such payments or compensation in the U.S. District Court of Montana, Missoula Division, due to lack of diversity jurisdiction. The State's federal lawsuit was founded on allegations that the bed of Montana's navigable rivers became state-owned property upon Montana's admission to statehood, and that the use of them for placement of dam structures, affiliated structures and reservoirs should, under an existing regulatory scheme, trigger lease payments for use of land underneath. In July 2006, the Montana state court approved a stipulation by the State of Montana that it is not seeking any lease payments or other compensation from PPL Montana for the period prior to PPL Montana's acquisition of the hydropower facilities in December 1999. PPL and PPL Energy Supply cannot predict the outcome of this state court proceeding.

Regulatory Issues

California ISO and Western Markets(PPL and PPL Energy Supply)

Through its subsidiaries, PPL made $18 million of sales to the California ISO during the period from October 2000 through June 2001, of which $17 million has not been paid to PPL subsidiaries. Given the myriad of electricity supply problems presently faced by the California electric utilities and the California ISO, PPL cannot predict whether or when it will receive payment. At June 30, 2006, PPL has fully reserved for underrecoveries of payments for these sales.

Regulatory proceedings arising out of the California electricity supply situation have been filed at the FERC. The FERC has determined that all sellers of energy into markets operated by the California ISO and the California Power Exchange, including PPL Montana, should be subject to refund liability for the period beginning October 2, 2000 through June 20, 2001, but the FERC has not yet ruled on the exact amounts that the sellers, including PPL Montana, would be required to refund. In September 2004, the U.S. Court of Appeals for the Ninth Circuit held that the FERC had the additional legal authority to order refunds for periods prior to October 2, 2000, and ordered the FERC to determine whether or not it would be appropriate to grant such additional refunds.

In June 2003, the FERC took several actions as a result of a number of related investigations. The FERC terminated proceedings pursuant to which it had been considering whether to order refunds for spot market bilateral sales made in the Pacific Northwest, including sales made by PPL Montana, during the period December 2000 through June 2001. The FERC also commenced additional investigations relating to "gaming" and bidding practices during 2000 and 2001, but, to their knowledge, neither PPL EnergyPlus nor PPL Montana is a subject of these investigations.

Litigation arising out of the California electricity supply situation has been filed in California courts against sellers of energy to the California ISO. The plaintiffs and intervenors in these legal proceedings allege, among other things, abuse of market power, manipulation of market prices, unfair trade practices and violations of state antitrust laws, and seek other relief, including treble damages and attorneys' fees. While PPL's subsidiaries have not been named by the plaintiffs in these legal proceedings, one defendant in a consolidated court proceeding named PPL Montana in its cross-complaint; this defendant denied any unlawful conduct but asserted that, if it is found liable, the other generators and power marketers, including PPL Montana, caused, contributed to and/or participated in the plaintiffs' alleged losses. In July 2006, the court dismissed this case as the result of a settlement under which PPL Montana was not required to make any payments or provide any compensation.

In February 2004, the Montana Public Service Commission (PSC) initiated a limited investigation of the Montana retail electricity market for the years 2000 and 2001, focusing on how that market was affected by transactions involving the possible manipulation of the electricity grid in the western U.S. The investigation includes all public utilities and licensed electricity suppliers in Montana, including PPL Montana, as well as other entities that may possess relevant information. In June 2004, the Montana Attorney General served PPL Montana and more than 20 other companies with subpoenas requesting documents, and PPL Montana has provided responsive documents to the Montana Attorney General.

While PPL and its subsidiaries believe that they have not engaged in any improper trading or marketing practices affecting the California and western markets, PPL cannot predict the outcome of the above-described investigations, lawsuits and proceedings or whether any PPL subsidiaries will be the target of any additional governmental investigations or named in other lawsuits or refund proceedings.

PJM Capacity Litigation(PPL, PPL Energy Supply and PPL Electric)

In December 2002, PPL was served with a complaint against PPL, PPL EnergyPlus and PPL Electric filed in the U.S. District Court for the Eastern District of Pennsylvania by a group of 14 Pennsylvania boroughs that apparently alleged, among other things, violations of the federal antitrust laws in connection with the pricing of installed capacity in the PJM daily market during the first quarter of 2001 and certain breach of contract claims. These boroughs were wholesale customers of PPL Electric. In April 2006, the court dismissed all of the federal antitrust claims and all of the breach of contract claims except for one breach of contract claim by one of the boroughs.

Each of the U.S. Department of Justice - Antitrust Division, the FERC and the Pennsylvania Attorney General conducted investigations regarding PPL's PJM capacity market transactions in early 2001 and did not find any reason to take action against PPL.

New England Investigation(PPL and PPL Energy Supply)

In January 2004, PPL became aware of an investigation by the Connecticut Attorney General and the FERC's Office of Market Oversight and Investigation (OMOI) regarding allegations that natural gas-fired generators located in New England illegally sold natural gas instead of generating electricity during the week of January 12, 2004. PPL has responded to a data request of OMOI that indicated that PPL was not under suspicion of a regulatory violation, but that OMOI was conducting an initial investigation. PPL also has responded to data requests of ISO New England and data requests served by subpoena from the Connecticut Attorney General. Both OMOI and ISO New England have issued preliminary reports finding no regulatory or other violations concerning these matters. While PPL does not believe that it committed any regulatory or other violations concerning the subject matter of these investigations, PPL cannot predict the outcome of these investigations.

PJM Billing(PPL, PPL Energy Supply and PPL Electric)

In December 2004, Exelon Corporation, on behalf of its subsidiary, PECO Energy, Inc. (PECO), filed a complaint against PJM and PPL Electric with the FERC alleging that PJM had overcharged PECO from April 1998 through May 2003 as a result of an error by PJM in the State Estimator Model used in connection with billing all PJM customers for certain transmission, spot market energy and ancillary services charges. Specifically, the complaint alleged that PJM mistakenly identified PPL Electric's Elroy substation transformer as belonging to PECO and that, as a consequence, during times of congestion, PECO's bills for transmission congestion from PJM erroneously reflected energy that PPL Electric took from the Elroy substation and used to serve PPL Electric's load. The complaint requested the FERC, among other things, to direct PPL Electric to refund to PJM $39 million, plus interest of $8 million, and for PJM to refund these same amounts to PECO. In February 2005, PPL Electric filed its response with the FERC stating that neither PPL Electric nor any of its affiliates should be held financially responsible or liable to PJM or PECO as a result of PJM's error.

In April 2005, the FERC determined that PECO is entitled to reimbursement for the transmission congestion charges that PECO asserts PJM erroneously billed to it at the Elroy substation. The FERC set for additional proceedings before a judge the determination of the amount of the overcharge to PECO and which PJM market participants were undercharged and therefore are responsible for reimbursement to PECO.

PPL Electric recognized an after-tax charge of $27 million (or $0.07 per share for PPL) in the first quarter of 2005 for a loss contingency related to this matter. The pre-tax accrual was $47 million, with $39 million included in "Energy purchases" on the Statement of Income, and $8 million in "Interest Expense."

In September 2005, PPL Electric and Exelon Corporation filed a proposed settlement agreement regarding this matter with the FERC. In March 2006, the FERC rejected the settlement agreement indicating that the agreement involves material issues of fact that it cannot decide without further information, and ordered the matter to be set for hearing.

Subsequently, in March 2006, PPL Electric and Exelon filed with the FERC a new proposed settlement agreement under which PPL Electric would pay approximately $41 million over a five-year period to PJM through a new transmission charge that, under applicable law, would be recoverable from PPL Electric's retail customers. PJM would forward amounts collected under this new charge to PECO. The FERC has not yet acted on this new proposed settlement agreement.

PPL, PPL Electric and PPL Energy Supply cannot be certain of the outcome of this matter or the impact on PPL and its subsidiaries. Some or all of the first quarter 2005 charges for this matter may be reversed in a future period depending on the outcome of this matter, the potential for recovery of any amounts paid as a result of the additional FERC proceedings, the application of the relevant provisions of the energy supply agreements between PPL Electric and PPL EnergyPlus and other factors. Depending on these factors, PPL Energy Supply, the parent company of PPL EnergyPlus, may incur some or all of the costs associated with this matter in a future period.

FERC Market-Based Rate Authority(PPL and PPL Energy Supply)

In December 1998, the FERC issued an order authorizing PPL EnergyPlus to make wholesale sales of electric power and related products at market-based rates. In that order, the FERC directed PPL EnergyPlus to file an updated market analysis within three years of the date of the order, and every three years thereafter. The most recent market-based rate filings with the FERC were made in November 2004 by PPL EnergyPlus, PPL Electric, PPL Montana and most of PPL Generation's subsidiaries. These filings consisted of a Western market-based rate filing for PPL Montana and an Eastern market-based rate filing for most of the other PPL subsidiaries in the PJM region.

In September 2005, the FERC issued an order conditionally approving the Eastern market-based rate filing, subject to PPL subsidiaries making a compliance filing providing further support that they cannot erect other non-transmission barriers to entry into the generation market. The PPL subsidiaries made this compliance filing in October 2005, which the FERC accepted.

Also in September 2005, in an order on PPL's western market-based rate filing, the FERC found that PPL Montana did not pass one of the FERC's initial screening tests for market power in NorthWestern's control area, namely the wholesale market share screen. As a result, PPL Montana was required to make a more detailed filing with the FERC demonstrating that it meets the market power tests. Also, the FERC established a refund effective date of November 8, 2005 (for sales made in NorthWestern's control area pursuant to contracts entered into on and after that date), in the event that PPL Montana did not pass the FERC's market power tests. The FERC's order was not a definitive determination that PPL Montana has market power but rather the FERC's mechanism for analyzing market-based rate authority applications that require further scrutiny. In October 2005, PPL Montana made the more detailed filing with the FERC, which PPL Montana believes demonstrates that it cannot exercise generation market power in NorthWestern's control area and should be granted market-based rate authority in that area. The Montana PSC contended in this proceeding that PPL Montana possesses market power in NorthWestern's control area and that the FERC should deny PPL Montana authority to sell power at market-based rates. The Montana Consumer Counsel contended in this proceeding that PPL Montana has market power in NorthWestern's control area, that the FERC should deny PPL Montana authority to sell power in NorthWestern's control area at market-based rates and that PPL Montana cannot legally refuse to sell power to NorthWestern at cost-based rates if the FERC denies PPL Montana market-based rate authority in NorthWestern's control area. In May 2006, the FERC issued an order rejecting the claims of the opposing parties in this proceeding and granting PPL Montana market-based rate authority in NorthWestern's control area. There are two outstanding requests for rehearing of the FERC's order, and the FERC has issued a routine order allowing more time to consider these rehearing requests. While PPL Montana continues to believe that it does not have market power in NorthWestern's control area and that it has no obligations to make additional sales of power to NorthWestern regardless of the outcome of this proceeding, it cannot predict the outcome of these proceedings.

Wallingford Cost-Based Rates (PPL and PPL Energy Supply)

In January 2003, PPL negotiated an agreement with ISO New England that would declare that four of the five units at PPL's Wallingford, Connecticut facility are "reliability must run" (RMR) units and put those units under cost-based rates. This RMR agreement and the cost-based rates are subject to the FERC's approval. In May 2003, the FERC denied PPL's request for approval of the RMR agreement and cost-based rates, but in August 2005, the U.S. Court of Appeals for the District of Columbia Circuit reversed the FERC's denial and remanded the case to the FERC for further consideration. In April 2006, the FERC conditionally approved the RMR agreement and the cost-based rates for the four Wallingford units, effective February 1, 2003, subject to refund, hearing and settlement procedures. The FERC ordered a hearing to determine whether the Wallingford facility needed the RMR agreement, the proposed cost-based rates under the RMR agreement and the financial accounting for past periods under the RMR agreement. Any rates collected under the RMR agreement prior to the completion of the hearing and/or settlement proceedings will be subject to refund pending the outcome of the proceedings. The hearing has been held in abeyance pending the outcome of settlement procedures among PPL and all interested parties. In August 2006, PPL and certain parties reached an agreement in principle regarding payments to PPL for past supply under cost-based rates and payments for future supply.  The parties now will negotiate a written settlement agreement, which is expected to be filedwith the FERC in August 2006 for approval. PPL cannot predict whether the FERC will approve any such settlement or the ultimate outcome of this matter.

Montana Public Service Commissioner's Litigation(PPL and PPL Energy Supply)

In May 2006, one of the commissioners of the Montana PSC commenced an action in Montana First Judicial District Court against PPL Montana and the Montana PSC seeking to cause the Montana PSC to reverse its 1999 order consenting to "exempt wholesale generator" (EWG) status for PPL Montana's power plants. In 1999, the FERC had granted the plants EWG status and the authority to sell electricity produced at market-based rates, and the Montana PSC consented to this status for PPL Montana's plants under a provision of federal law. PPL Montana and the Montana PSC have filed motions to dismiss this action. The court has not yet ruled on these motions. PPL and PPL Energy Supply believe that this lawsuit is groundless and beyond the statute of limitations period, but cannot predict the outcome of this matter.

IRS Synthetic Fuels Tax Credits(PPL and PPL Energy Supply)

PPL, through its subsidiaries, has interests in two synthetic fuel production facilities: the Somerset facility located in Pennsylvania and the Tyrone facility located in Kentucky. PPL receives tax credits pursuant to Section 29/45K of the Internal Revenue Code based on the sale of synthetic fuel from these facilities to unaffiliated third-party purchasers. Section 29/45K of the Internal Revenue Code provides tax credits for the production and sale of solid synthetic fuels produced from coal. Section 29/45K tax credits are currently scheduled to expire at the end of 2007.

To qualify for the Section 29/45K tax credits, the synthetic fuel must meet three primary conditions: (i) there must be a significant chemical change in the coal feedstock, (ii) the product must be sold to an unaffiliated entity, and (iii) the production facility must have been placed in service before July 1, 1998.

In addition, Section 29/45K provides for the synthetic fuel tax credit to begin to phase out when the relevant annual reference price for crude oil, which is the domestic first purchase price (DFPP), falls within a designated range and to be eliminated when the DFPP exceeds the range. The phase-out range is adjusted annually for inflation. Currently, the DFPP is published by the IRS annually in April for the prior year and is calculated based on the annual average wellhead price per barrel for all unregulated domestic crude oil. PPL experienced no phase-out of tax credits in 2005, based on the final DFPP reference price and the phase-out range applicable for 2005.

Accounting for inflation, PPL currently estimates the phase-out range for 2006 to begin at $54 per barrel (DFPP) and the tax credits to be totally eliminated at about $68 per barrel (DFPP). Due to the volatility of crude oil prices, PPL cannot predict with any certainty the final DFPP reference price for crude oil for 2006 and 2007. However, if the price of crude oil remains at, or increases above, current price levels in 2006 or 2007, under current phase-out provisions, PPL's synthetic fuel tax credits for either or both of those years would be significantly reduced or eliminated.

Since PPL began the synthetic fuel operations, the synthetic fuel produced at the Somerset and Tyrone facilities has resulted in an aggregate recognition of $272 million and $67 million of tax credits as of June 30, 2006. During the first six months of 2006, the facilities produced $16 million and $25 million of tax credits before phase-out. As of June 30, 2006, PPL currently estimates the 2006 phase-out to be 69%, resulting in a recognition of $5 million of tax credits for Somerset and $8 million of tax credits for Tyrone.

In 2005, PPL entered into economic hedge transactions that serve to mitigate some of the earnings and cash flow impact of increases in crude oil prices for 2006 and 2007, with the mark-to-market value of these hedges reflected in "Energy-related businesses" revenues on the Statement of Income. Based on forecasted oil prices and other considerations, in early April 2006, PPL temporarily suspended operations at its Somerset facility. In August 2006, PPL plans to resume operations at its Somerset facility and expects to continue operations at this facility and the Tyrone facility throughout 2006. At this time, PPL cannot predict whether or the extent to which the facilities will operate in 2007.

PPL performed impairment reviews of both its synthetic fuel production facilities during the second quarter of 2006. The reviews were prompted by the Somerset suspension, the uncertainty surrounding the future operations of each of the facilities and continued observed and forecasted high crude oil prices. PPL determined that the net book value of the facilities exceeded the projected undiscounted cash flows. Therefore, PPL recorded charges totaling $10 million ($6 million after tax, or $0.01 per share for PPL) to fully impair its synfuel-related assets. The impairment charges are reflected in "Energy related businesses" expense on PPL's and PPL Energy Supply's Statements of Income. The assets of the facilities are a component of the Supply segment.

PPL also purchases synthetic fuel from unaffiliated third parties, at prices below the market price of coal, for use at its coal-fired power plants. In 2005, PPL's purchases from these third parties resulted in fuel cost savings of $24 million. PPL estimates that if these third parties had discontinued their synthetic fuel operations and sales to PPL at the end of July 2006 due to the impact of projected oil prices, it would incur additional fuel costs of $11 million for the remainder of 2006.

In October 2003, it was reported that the U.S. Senate Permanent Subcommittee on Investigations, of the Committee on Governmental Affairs, had begun an investigation of the synthetic fuel industry and its producers. That investigation is ongoing. PPL cannot predict when the investigation will be completed or the potential results of the investigation.

Energy Policy Act of 2005(PPL, PPL Energy Supply and PPL Electric)

In August 2005, President Bush signed into law the Energy Policy Act of 2005 (the "2005 Energy Act"). The 2005 Energy Act is comprehensive legislation that will substantially affect the regulation of energy companies. The Act amends federal energy laws and provides the FERC with new oversight responsibilities. Among the important changes to be implemented as a result of this legislation are:

· The Public Utility Holding Company Act of 1935 has been repealed. PUHCA significantly restricted mergers and acquisitions in the electric utility sector.

· The FERC will appoint and oversee an electric reliability organization to establish and enforce mandatory reliability rules regarding the bulk power system.

· The FERC will establish incentives for transmission companies, such as performance-based rates, recovery of the costs to comply with reliability rules and accelerated depreciation for investments in transmission infrastructure.

· The Price Anderson Amendments Act of 1988, which provides the framework for nuclear liability protection, will be extended by twenty years to 2025.

· Federal support will be available for certain clean coal power initiatives, nuclear power projects and renewable energy technologies.

The implementation of the 2005 Energy Act requires proceedings at the state level and the development of regulations by the FERC, the DOE and other federal agencies, some of which have not been finalized. PPL cannot predict when all of these proceedings and regulations will be finalized.

PPL cannot predict with certainty the impact of the 2005 Energy Act and any related regulations on PPL and its subsidiaries.

Environmental Matters - Domestic

(PPL, PPL Energy Supply and PPL Electric)

Due to the environmental issues discussed below or other environmental matters, PPL subsidiaries may be required to modify, replace or cease operating certain facilities to comply with statutes, regulations and actions by regulatory bodies or courts. In this regard, PPL subsidiaries also may incur capital expenditures or operating expenses in amounts which are not now determinable, but could be significant.

Air (PPL and PPL Energy Supply)

The Clean Air Act deals, in part, with acid rain, attainment of federal ambient ozone standards, particulate matter standards and toxic air emissions and visibility in the U.S. Amendments to the Clean Air Act are likely to continue to be brought up for consideration in the U.S. Congress. Past proposed amendments would have required significant further reductions in emissions of nitrogen oxide and sulfur dioxide and reductions in emissions of mercury beyond the reductions discussed below and some would have required reductions in carbon dioxide.

Citing its authority under the Clean Air Act, the EPA has developed new standards for ambient levels of ozone and fine particulates in the U.S. These standards have been upheld following court challenges. To facilitate attainment of these standards, the EPA has promulgated the Clean Air Interstate Rule (CAIR) for 28 midwestern and eastern states, including Pennsylvania, to reduce sulfur dioxide emissions by about 50% by 2010 and to extend the current seasonal program for nitrogen oxide emission reductions to a year-round program starting in 2009. The CAIR requires further reductions, starting in 2015, in sulfur dioxide and nitrogen oxide of 30% and 20%, respectively, from 2010 levels. The CAIR allows these reductions to be achieved through cap-and-trade programs. Pennsylvania has not challenged the CAIR, but the rule has been challenged by several states and environmental groups as not being sufficiently strict, and by industry petitioners as being too strict. In addition, several Canadian environmental groups have petitioned the EPA under the Clean Air Act to revise the CAIR to require deeper reductions in sulfur dioxide and mercury emissions, and the Ozone Transport Commission (consisting of Pennsylvania and 11 other states and the District of Columbia) has passed a resolution calling for reductions in sulfur dioxide and nitrogen oxide that are more stringent than those under CAIR. The Pennsylvania DEP, which represents Pennsylvania on the Ozone Transport Commission, has indicated its support for developing regulations for reductions in sulfur dioxide and nitrogen oxide that are more stringent than those under CAIR.

In order to continue meeting existing sulfur dioxide reduction requirements of the Clean Air Act, including CAIR, PPL is proceeding with the installation of sulfur dioxide scrubbers at its Montour Units 1 and 2 and Brunner Island Unit 3 by 2008, and also plans to install a scrubber at Brunner Island Units 1 and 2 by 2009. Based on expected levels of generation, emission allowance shortfalls that would otherwise occur without significant additional purchases of allowances and projected emission allowance prices, PPL has determined that it is more economic to install these scrubbers than to purchase significant additional emission allowances. PPL's current installation plan for the scrubbers and other pollution control equipment (primarily aimed at sulfur dioxide, particulate and nitrogen oxide emissions reduction) through 2010 reflects a cost of $1.6 billion. PPL expects a 30 MW reduction in generation capability at each of the Brunner Island and Montour plants, due to the estimated increases in station service usage during the scrubber operation.

Also citing its authority under the Clean Air Act, the EPA has finalized Clean Air Mercury Regulations (CAMR) that affect coal-fired plants. These regulations establish an emission trading program to take effect beginning January 2010, with a second phase to take effect in 2018. At the same time that it finalized these mercury regulations, the EPA determined that it currently does not need to regulate nickel emissions from oil-fired units. PPL is still assessing what measures it will need to take to comply with CAMR. PPL expects that the scrubbers to be installed at Montour and Brunner Island will provide mercury removal co-benefits. However, PPL believes that it may need to take additional measures to comply with the 2010 requirements of the EPA's mercury regulations and that it will need to take additional measures to comply with the 2018 requirements. The capital costs to PPL of complying with CAMR are not now determinable, but could be significant. Based on current analysis and industry estimates, the capital costs are expected to exceed $150 million beyond the capital cost of the scrubbers and other pollution control equipment to comply with CAIR.

Pennsylvania and ten other states have challenged the new EPA mercury regulations in the D.C. Circuit Court of Appeals as not being sufficiently strict. The Pennsylvania Environmental Quality Board (PaEQB) accepted a petition filed by PennFuture, an environmental citizens organization, requesting the PaEQB to develop mercury rules more stringent than the EPA's regulations. Consequently, the Pennsylvania DEP (which works with the PaEQB to develop Pennsylvania environmental regulations) has proposed a rule requiring that mercury controls be installed on each unit and that the EPA's annual emissions cap be met at each facility, without the benefit of an emissions trading program, beginning in 2010, with the second phase to take effect in 2015.

As a result of a petition to initiate state-specific rulemaking for mercury emissions that was filed by a coalition of environmental and other public interest groups with the Montana Board of Environmental Review in September 2005, the Montana Department of Environmental Quality (DEQ) has proposed a rule that is more stringent than the EPA's mercury regulations, has a severely restricted trading program in 2010 and does not allow for any emissions trading starting in 2018.

PPL and other energy companies and industry groups oppose state-specific regulations that are more stringent than the current federal rules and regulations regarding nitrogen oxide, sulfur dioxide and mercury emissions. PPL cannot predict whether more stringent regulations will ultimately be adopted in Pennsylvania or Montana. If the proposed state rules are adopted, PPL expects to be able to comply with the 2010 requirements in both Pennsylvania and Montana without incurring capital expenditures beyond those required for CAIR and/or CAMR. However, to comply with the second phase of the Pennsylvania and Montana rules, PPL may need to take additional measures, the capital costs of which could exceed $250 million, based on current analysis and industry estimates.

In addition to the above rules, the Clean Air Visibility Rule was issued by the EPA on June 15, 2005, to address regional haze or regionally-impaired visibility caused by multiple sources over a wide area. The rule defines Best Available Retrofit Technology (BART) requirements for electric generating units, including presumptive limits for sulfur dioxide and nitrogen oxide controls for large units. By December 2006, PPL must submit to Pennsylvania and Montana its analyses of the visibility impacts of plants covered by the BART rule in each state. In Pennsylvania, this would include Martins Creek Units 3 and 4, Brunner Island Units 2 and 3 and Montour Units 1 and 2. In Montana, this would include Colstrip Units 1 and 2 and Corette.

The EPA has stated that the BART rule will not require states to make reductions in sulfur dioxide or nitrogen oxide beyond those required by CAIR, although states can establish more stringent rules. At this time, PPL cannot predict whether the Pennsylvania DEP will require additional reductions beyond the requirements established through CAIR. If the Pennsylvania DEP establishes regulations to require additional reductions, the additional costs to comply with such regulations, which are not now determinable, could be significant. In states like Montana that are not within the CAIR region, the need for and costs of additional controls as a result of this new rule are not now determinable, but could be significant.

In 1999, the EPA initiated enforcement actions against several utilities, asserting that older, coal-fired power plants operated by those utilities have, over the years, been modified in ways that subject them to more stringent "New Source" requirements under the Clean Air Act. The EPA subsequently issued notices of violation and commenced enforcement activities against other utilities. However, in the past several years, the EPA has shifted its position on New Source Review. In 2003, the EPA issued changes to its regulations that clarified what projects are exempt from "New Source" requirements as routine maintenance and repair. However, these regulations were stayed and subsequently struck down by the U.S. Court of Appeals for the District of Columbia Circuit. PPL is therefore continuing to operate under the "New Source" regulations as they existed prior to the EPA's 2003 clarifications.

In October 2005, the EPA proposed changing its rules on how to determine whether a project results in an emissions increase and is therefore subject to review under the "New Source" regulations. The EPA's proposed tests are consistent with the position of energy companies and industry groups and, if adopted, would substantially reduce the uncertainties under the current regulations. PPL cannot predict whether these proposed new tests will be adopted. In addition to proposing these new tests, the EPA also announced in October 2005 that it will not bring new enforcement actions with respect to projects that would satisfy the proposed new tests or the EPA's 2003 clarifications referenced above. Accordingly, PPL believes that it is unlikely that the EPA will follow up on the information requests that had been issued to PPL Montana's Corette and Colstrip plants by EPA Region VIII in 2000 and 2003, respectively, and to PPL Generation's Martins Creek plant by EPA Region III in 2002. However, states and environmental groups also have been bringing enforcement actions alleging violations of "New Source" requirements by coal-fired plants, and PPL is unable to predict whether such state or citizens enforcement actions will be brought with respect to any of its affiliates' plants.

The New Jersey DEP and some New Jersey residents raised environmental concerns with respect to the Martins Creek plant, particularly with respect to sulfur dioxide emissions and the opacity of the plant's plume. These issues were raised in the context of an appeal by the New Jersey DEP of the Air Quality Plan Approval issued by the Pennsylvania DEP to PPL's Lower Mt. Bethel generating plant. In October 2003, PPL finalized an agreement with the New Jersey DEP and the Pennsylvania DEP pursuant to which PPL will reduce sulfur dioxide emissions from its Martins Creek power plant. Under the agreement, PPL Martins Creek will shut down the plant's two 150 MW coal-fired generating units by September 2007 and may repower them any time after shutting them down so long as it follows all applicable state and federal requirements, including installing the best available pollution control technology. Pursuant to the agreement, PPL Martins Creek began reducing the fuel sulfur content for the coal units as well as the plant's two oil-fired units in June 2004. The agreement also calls for PPL to donate to a non-profit organization 70% of the excess emission allowances and emission reduction credits that result from shutting down or repowering the coal units. Some of these donations have already been made to the Pennsylvania Environmental Council. As a result of the agreement, the New Jersey DEP withdrew its challenge to the Air Quality Plan Approval for the Lower Mt. Bethel facility. The agreement will not result in material costs to PPL. The agreement does not address the issues raised by the New Jersey DEP regarding the visible opacity of emissions from the oil-fired units at the Martins Creek plant. Similar issues also are being raised by the Pennsylvania DEP. PPL is currently negotiating the matter with the Pennsylvania DEP. If it is determined that actions must be taken to address the visible opacity of these emissions, such actions could result in costs that are not now determinable, but could be significant.

In December 2003, PPL Montana, as operator of the Colstrip facility, received an Administrative Compliance Order (ACO) from the EPA pursuant to the Clean Air Act. The ACO alleges that Units 3 and 4 of the facility have been in violation of the Clean Air Act permit at Colstrip since 1980. The permit required Colstrip to submit for review and approval by the EPA an analysis and proposal for reducing emissions of nitrogen oxide to address visibility concerns upon the occurrence of certain triggering events. The EPA is asserting that regulations it promulgated in 1980 triggered this requirement. PPL believes that the ACO is unfounded. PPL is engaged in settlement negotiations on these matters with the EPA, the Montana DEQ and the Northern Cheyenne Tribe.

In addition to the requirements related to emissions of sulfur dioxide, nitrogen oxide and mercury noted above, there is a growing concern nationally and internationally about carbon dioxide emissions. In June 2005, the U.S. Senate adopted a resolution declaring that mandatory reductions in carbon dioxide are needed. Various legislative proposals are being considered in Congress, and several states already have passed legislation capping carbon dioxide emissions. The Bush administration is promoting a voluntary carbon dioxide reduction program, called the Climate VISION program. In support of this program, the electric power industry has committed to reducing its greenhouse gas emission intensity levels (measured as tons of carbon dioxide equivalent against electric power production in MWh) by 3% to 5% by the 2010 to 2012 period. Separate from the national initiatives, in December 2005, seven northeastern states signed an MOU establishing a cap and trade program commencing in January 2009 for stabilization of carbon dioxide emissions, at base levels established in 2005, from electric power plants larger than 25 MW in capacity. The MOU also provides for a 10% reduction in carbon dioxide emissions from the base levels by the end of 2018. Increased pressure for carbon dioxide emissions reduction also is coming from investor organizations and the international community.

Pennsylvania and Montana have not, at this time, established any formal programs to address carbon dioxide and other greenhouse gases. PPL has conducted an inventory of its carbon dioxide emissions and is continuing to evaluate various options for reducing, avoiding, off-setting or sequestering its emissions. If Pennsylvania or Montana develops legislation or regulations imposing mandatory reductions of carbon dioxide and other greenhouse gases on generation facilities, the cost to PPL of such reductions could be significant.

Water/Waste (PPL and PPL Energy Supply)

In August 2005, a leak from a disposal basin containing fly ash and water used in connection with the operation of the two 150 MW coal-fired generating units at the Martins Creek generating facility caused the discharge of 100 million gallons of water containing ash from the basin onto adjacent roadways and fields, and into a nearby creek and the Delaware River. The leak was stopped, and PPL has determined that the problem was caused by a failure in the disposal basin's discharge structure. PPL has conducted extensive clean-up and is continuing to work with the Pennsylvania DEP and other appropriate agencies and consultants to assess whether the release caused any environmental damage. PPL shut down the two coal-fired generating units in September 2005 and placed the units back in service in December 2005 after completing the repairs and upgrades to the basin and obtaining the Pennsylvania DEP's approval.

In September 2005, PPL Martins Creek and the Pennsylvania DEP were served with notice by the Delaware Riverside Conservancy and several citizens of their intention to file a citizens' suit on the basis that the leak from the disposal basin at Martins Creek allegedly violated various state and federal laws. The Pennsylvania DEP subsequently filed a complaint in Commonwealth court against PPL Martins Creek and PPL Generation, alleging violations of various state laws and regulations and seeking penalties and injunctive relief. The Delaware Riverside Conservancy and several citizens have been granted the right, without objection from PPL, to intervene in the Pennsylvania DEP's action. PPL intends to engage in settlement discussions to resolve the Pennsylvania DEP action. In March 2006, several citizens (including some that have intervened in the Pennsylvania DEP's lawsuit) and two businesses filed a lawsuit in the Superior Court of New Jersey, Warren County, alleging that the fly ash spill caused damage to property along a 40-mile stretch of the Delaware River and asserting that the named plaintiffs are representative of a class of citizens and businesses along the 40-mile stretch of the Delaware River. PPL has exercised its right to remove this lawsuit to federal court in New Jersey.

At this time, PPL has no reason to believe that the Martins Creek leak has caused any danger to human health or any adverse biological impact on the river aquatic life. However, a group of natural resource trustees, along with the Delaware River Basin Commission, has been conducting an assessment of any natural resource damages that could have been caused by the Martins Creek leak. PPL expects the trustees and the Delaware River Basin Commission to seek to recover their costs as well as any damages they determine were caused by the leak. PPL cannot predict when the assessment will be completed, but does not expect it to be completed before the end of 2006.

PPL Energy Supply recognized a $33 million pre-tax charge in the third quarter of 2005 and an additional $15 million pre-tax charge in the fourth quarter of 2005 (or a total of $31 million after tax, or $0.08 per share for PPL) in connection with the then-expected on-site and off-site costs relating to the Martins Creek leak remediation. Based on its ongoing assessment of the expected remediation costs, in the first quarter of 2006, PPL Energy Supply reduced the estimate in connection with the current expected costs of the leak by $3 million, of which $2 million relates to off-site costs and the remainder to on-site costs. In the second quarter of 2006, PPL Energy Supply further reduced the estimate of off-site costs by $8 million ($5 million after tax, or $0.01 per share for PPL), primarily due to an insurance claim settlement. These reductions were included in "Other operation and maintenance" on the Statement of Income. At June 30, 2006, $31 million of the $37 million total estimate relates to off-site costs, and the balance relates to on-site costs. PPL and PPL Energy Supply cannot predict the final cost of assessment and remediation of the leak, the outcome of the action initiated by the Pennsylvania DEP, the outcome of the natural resource damage assessment, the outcome of the lawsuit brought by the citizens and businesses and the exact nature of any other regulatory or other legal actions that may be initiated against PPL, PPL Energy Supply or their subsidiaries as a result of the disposal basin leak. PPL and PPL Energy Supply also cannot predict the extent of the fines or damages that may be sought in connection with any such actions or the ultimate financial impact on PPL or PPL Energy Supply.

Seepages have been detected at active and retired wastewater basins at various PPL plants, including the Montour, Brunner Island and Martins Creek generating facilities. PPL has completed an assessment of some of the seepages at the Montour and Brunner Island facilities and is working with the Pennsylvania DEP to implement abatement measures for those seepages. PPL is continuing to conduct assessments of other seepages at the Montour and Brunner Island facilities as well as seepages at the Martins Creek facility to determine the appropriate abatement actions. PPL plans to comprehensively address issues related to wastewater basins at all of its Pennsylvania plants, as part of the process to renew the residual waste permits for these basins that expire within the next three years. The cost of addressing seepages at PPL's Pennsylvania plants is not now determinable, but could be significant.

In May 2003, approximately 50 plaintiffs brought an action now pending at the Montana Sixteenth Judicial District Court, Rosebud County, against PPL Montana and the other owners of the Colstrip plant alleging property damage from seepage from the freshwater and wastewater ponds at Colstrip. PPL Montana has undertaken certain groundwater investigation and remediation measures at the Colstrip plant to address groundwater contamination alleged by the plaintiffs as well as other groundwater contamination at the plant. These measures include proceeding with extending city water to certain residents who live near the plant, some of whom are plaintiffs in the litigation. Beyond the original estimated reserve of $1 million recorded by PPL Montana in 2004 (of which only an insignificant amount remains at June 30, 2006) for a proposed settlement of the property damage claims raised in the litigation, for extending city water and for a portion of the remedial investigation costs, PPL Montana may incur further costs based on its additional groundwater investigations and any related remedial measures, which costs are not now determinable, but could be significant.

PPL has reached a settlement with the Pennsylvania DEP concerning the thermal discharge from its Brunner Island plant into the Susquehanna River. The settlement commits PPL to install mechanical draft cooling towers at the plant. PPL expects construction of the cooling towers to begin by the end of 2007 and for the towers to be in service in the spring of 2010. The expected capital cost of the installation of the towers is $125 million.

The settlement with the Pennsylvania DEP regarding the Brunner Island discharge will be incorporated into a new National Pollutant Discharge Elimination System permit for the plant. The Pennsylvania DEP has issued a draft permit incorporating the settlement terms. Adverse comments have been filed by PennFuture questioning the proposed permit provisions.

The EPA has significantly tightened the water quality standard for arsenic. The revised standard became effective in January 2006 and at this time applies only to drinking water. The revised standard may result in action by individual states that could require several PPL subsidiaries to either further treat wastewater or take abatement action at their power plants, or both. The cost of complying with any such requirements is not now determinable, but could be significant.

The EPA finalized requirements in 2004 for new or modified water intake structures. These requirements affect where generating facilities are built, establish intake design standards, and could lead to requirements for cooling towers at new and modified power plants. Another rule that was finalized in 2004 addresses existing structures. PPL does not believe that either of these rules will impose material costs on PPL subsidiaries. However, six northeastern states have challenged the new rules for existing structures as being inadequate. If this challenge is successful, it could result in the EPA establishing stricter standards for existing structures that could impose significant costs on PPL subsidiaries.

Superfund and Other Remediation

(PPL, PPL Energy Supply and PPL Electric)

In 1995, PPL Electric and PPL Generation and, in 1996, PPL Gas Utilities entered into consent orders with the Pennsylvania DEP to address a number of sites that were not being addressed under another regulatory program such as Superfund, but for which PPL Electric, PPL Generation or PPL Gas Utilities may be liable for remediation. This may include potential PCB contamination at certain PPL Electric substations and pole sites; potential contamination at a number of coal gas manufacturing facilities formerly owned or operated by PPL Electric; oil or other contamination that may exist at some of PPL Electric's former generating facilities; and potential contamination at abandoned power plant sites owned by PPL Generation. This may also include former coal gas manufacturing facilities and potential mercury contamination from gas meters and regulators at PPL Gas Utilities' sites.

Since the PPL Electric Consent Order expired on January 31, 2005, and since only four sites remained, PPL has negotiated a new consent order and agreement (COA) with the Pennsylvania DEP that combines both PPL Electric's and PPL Gas Utilities' consent orders into one single agreement. As of June 30, 2006, PPL Electric and PPL Gas Utilities have 147 sites to address under the new combined COA, and currently no PPL Generation sites are included on the COA site list. Additional sites formerly owned or operated by PPL Electric, PPL Generation or PPL Gas Utilities are added to the consent orders on a case-by-case basis.

At June 30, 2006, PPL Electric and PPL Gas Utilities had accrued $2 million and $6 million, respectively, representing the estimated amounts each will have to spend for site remediation, including those sites covered by each company's consent orders mentioned above. Depending on the outcome of investigations at sites where investigations have not begun or have not been completed, the costs of remediation and other liabilities could be substantial. PPL and its subsidiaries also could incur other non-remediation costs at sites included in the consent orders or other contaminated sites, the costs of which are not now determinable, but could be significant.

There continues to be an issue with natural gas observed in several drinking water wells in and around Tioga, Pennsylvania, that the Pennsylvania DEP has been working to address. The Pennsylvania DEP had initially raised concerns that potential leakage of natural gas from the Tioga gas storage field owned by PPL Gas Utilities could be contributing to this issue. PPL Gas Utilities has worked with the Pennsylvania DEP to investigate the issue and to determine if the storage field is contributing to the issue. The investigations completed to date have not shown the storage field to be contributing to this issue. PPL Gas Utilities continues to discuss the matter with the operator of the field and with the Pennsylvania DEP and PPL Gas Utilities continues to believe that the issue is not related to the Tioga gas storage field.

The EPA is evaluating the risks associated with naphthalene, a chemical by-product of coal gas manufacturing operations. As a result of the EPA's evaluation, individual states may establish stricter standards for water quality and soil clean-up. This could require several PPL subsidiaries to take more extensive assessment and remedial actions at former coal gas manufacturing facilities. The costs to PPL of complying with any such requirements are not now determinable, but could be significant.

(PPL and PPL Energy Supply)

Under the Pennsylvania Clean Streams Law, subsidiaries of PPL Generation are obligated to remediate acid mine drainage at former mine sites and may be required to take additional measures to prevent potential acid mine drainage at previously capped refuse piles. One PPL Generation subsidiary is pumping and treating mine water at two mine sites. Another PPL Generation subsidiary is installing passive wetlands treatment at a third site, and the Pennsylvania DEP has suggested that it may require that PPL Generation subsidiary to pump and treat the mine water at that third site. At June 30, 2006, PPL Energy Supply had accrued $28 million to cover the costs of pumping and treating groundwater at the two mine sites for 50 years and for operating and maintaining passive wetlands treatment at the third site.

In 1999, the Montana Supreme Court held in favor of several citizens' groups that the right to a clean and healthful environment is a fundamental right guaranteed by the Montana Constitution. The court's ruling could result in significantly more stringent environmental laws and regulations, as well as an increase in citizens' suits under Montana's environmental laws. The effect on PPL Montana of any such changes in laws or regulations or any such increase in legal actions is not currently determinable, but could be significant.

(PPL, PPL Energy Supply and PPL Electric)

Future cleanup or remediation work at sites currently under review, or at sites not currently identified, may result in material additional operating costs for PPL subsidiaries that cannot be estimated at this time.

Electric and Magnetic Fields(PPL, PPL Energy Supply and PPL Electric)

Concerns have been expressed by some members of the public regarding potential health effects of power frequency EMFs, which are emitted by all devices carrying electricity, including electric transmission and distribution lines and substation equipment. Government officials in the U.S. and the U.K. have reviewed this issue. The U.S. National Institute of Environmental Health Sciences concluded in 2002 that, for most health outcomes, there is no evidence of EMFs causing adverse effects. The agency further noted that there is some epidemiological evidence of an association with childhood leukemia, but that this evidence is difficult to interpret without supporting laboratory evidence. The U.K. National Radiological Protection Board concluded in 2004 that, while the research on EMFs does not provide a basis to find that EMFs cause any illness, there is a basis to consider precautionary measures beyond existing exposure guidelines. PPL and its subsidiaries believe the current efforts to determine whether EMFs cause adverse health effects should continue and are taking steps to reduce EMFs, where practical, in the design of new transmission and distribution facilities. PPL and its subsidiaries are unable to predict what effect, if any, the EMF issue might have on their operations and facilities either in the U.S. or abroad, and the associated cost, or what, if any, liabilities they might incur related to the EMF issue.

Environmental Matters - International (PPL and PPL Energy Supply)

U.K.

WPD's distribution businesses are subject to numerous regulatory and statutory requirements with respect to environmental matters. PPL believes that WPD has taken and continues to take measures to comply with the applicable laws and governmental regulations for the protection of the environment. There are no material legal or administrative proceedings pending against WPD with respect to environmental matters. See "Environmental Matters - Domestic - Electric and Magnetic Fields" for a discussion of EMFs.

Latin America

Certain of PPL's affiliates have electric distribution operations in Latin America. PPL believes that these affiliates have taken and continue to take measures to comply with the applicable laws and governmental regulations for the protection of the environment. There are no material legal or administrative proceedings pending against PPL's affiliates in Latin America with respect to environmental matters.

Other

Nuclear Insurance(PPL and PPL Energy Supply)

PPL Susquehanna is a member of certain insurance programs that provide coverage for property damage to members' nuclear generating stations. Facilities at the Susquehanna station are insured against property damage losses up to $2.75 billion under these programs. PPL Susquehanna is also a member of an insurance program that provides insurance coverage for the cost of replacement power during prolonged outages of nuclear units caused by certain specified conditions. Under the property and replacement power insurance programs, PPL Susquehanna could be assessed retroactive premiums in the event of the insurers' adverse loss experience. At June 30, 2006, this maximum assessment was about $38 million.

In the event of a nuclear incident at the Susquehanna station, PPL Susquehanna's public liability for claims resulting from such an incident would be limited to about $10.8 billion under provisions of The Price Anderson Act Amendments under the Energy Policy Act of 2005. PPL Susquehanna is protected against this liability by a combination of commercial insurance and an industry assessment program. In the event of a nuclear incident at any of the reactors covered by The Price Anderson Act Amendments under the Energy Policy Act of 2005, PPL Susquehanna could be assessed up to $201 million per incident, payable at $30 million per year.

Guarantees and Other Assurances

(PPL)

PPL fully and unconditionally guarantees all of the debt securities of PPL Capital Funding.

(PPL, PPL Energy Supply and PPL Electric)

The table below provides an update to those guarantees that are within the scope of FIN 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an Interpretation of FASB Statements No. 5, 57, and 107 and Rescission of FASB Interpretation No. 34," and are specifically disclosed in Note 14 to the Financial Statements contained in each Registrant's 2005 Form 10-K.

		Recorded Liability at			Exposure at
		June 30, 2006	December 31, 2005		June 30, 2006 (a)			Expiration Date
PPL
Residual value guarantees of leased equipment					$	9			2007	(b)
PPL Energy Supply (c)
WPD LLP guarantee of obligations under SIUK Capital Trust I preferred securities						82	(d)		2027
Letters of credit issued on behalf of affiliates						7	(e)		2007
Support agreements to guarantee partnerships' obligations for the sale of coal						9			2007
Retroactive premiums under nuclear insurance programs						38
Nuclear claims under The Price-Anderson Act Amendments under The Energy Policy Act of 2005						201	(f)
Contingent purchase price payments to former owners of synfuel projects (g)						29			2007
Residual value guarantees of leased equipment						2			2007	(b)
WPD guarantee of pension and other obligations of unconsolidated entities (h)	$	4	$	4		42			2017
WPD guarantee of an unconsolidated entity's lease obligations						1			2008
Tax indemnification related to unconsolidated WPD affiliates						10			2012
Indemnifications for entities in liquidation and sales of assets		7		1		291	(i)		2008 to 2012	(i)
PPL Electric(c)
Guarantee of a portion of an unconsolidated entity's debt						7	(d)		2008
Residual value guarantees of leased equipment						70			2007	(b)

(a)	Represents the estimated maximum potential amount of future payments that could be required to be made under the guarantee.
(b)	Although the expiration date noted is 2007, equipment of similar value is generally leased and guaranteed on an on-going basis.
(c)	Other than the exceptions noted in (e) below, all guarantees of PPL Energy Supply and PPL Electric also apply to PPL on a consolidated basis.
(d)	Reflects principal payments only.
(e)	Represents letters of credit issued at the direction of PPL Energy Supply for the benefit of third parties for assurance against nonperformance by PPL and PPL Gas Utilities. This is not a guarantee by PPL on a consolidated basis.
(f)	Amount is per incident.
(g)	Actual payments are based upon production at the synfuel facilities. Future production levels are uncertain. See "IRS Synthetic Fuels Tax Credits" within this note for further discussion.
(h)	Neither the expiration date nor the maximum amount of potential payments for certain obligations is explicitly stated in the related agreements and, therefore, have been estimated based on the types of obligations.
(i)	PPL Energy Supply's maximum exposure with respect to guarantees and the expiration of the guarantees cannot be estimated because, in the case of certain of the indemnification provisions, the maximum potential liability is not capped by the transaction documents and the expiration date is based on the applicable statute of limitations. In connection with the liquidation of wholly owned subsidiaries that have been deconsolidated upon turning the entities over to the liquidators, certain affiliates of PPL Global have agreed to indemnify the liquidators, directors and/or the entities themselves for any liabilities or expenses arising during the liquidation process, including liabilities and expenses of the entities placed into liquidation. In some cases, the indemnifications are limited to a maximum amount that is based on distributions made from the subsidiary to its parent either prior or subsequent to being placed into liquidation. In other cases, the maximum amount of the indemnifications is not explicitly stated in the agreements. The indemnifications generally expire two to seven years subsequent to the date of dissolution of the entities. The exposure noted is only for those cases in which the agreements provide for a specific limit on the amount of the indemnification, and the expiration date was based on an estimate of the dissolution date of the entities. Certain of the indemnifications provided to the purchaser of the Sundance plant are triggered only if the purchaser's losses reach $1 million in the aggregate, are capped at 50% of the purchase price (or $95 million), and survive for a period of only 24 months after the May 13, 2005 transaction closing. The indemnification provision for unknown environmental and tort liabilities related to periods prior to PPL Energy Supply's ownership of the real property on which the Sundance plant is located are capped at $4 million in the aggregate and survive for a maximum period of five years after the transaction closing. PPL Energy Supply indemnified the purchaser of its interest in the Griffith plant for one-half of the total cost of repairing a damaged steam turbine at the plant. The maximum exposure for this indemnification is equal to an insurance deductible of $2 million. PPL Energy Supply also agreed to guarantee payment of a variable amount to the purchaser for each day until completion of repair of the turbine. The maximum amount of exposure associated with this guarantee cannot be estimated because the amount is not capped by the transaction documents and the expiration of the guarantee depends on a determination that the turbine has been repaired and is available for dispatch and scheduling. Although PPL Energy Supply believes that the turbine repair was complete and that the turbine was available for dispatch and scheduling on July 12, 2006, PPL Energy Supply is continuing to discuss this issue with the purchaser. At this time, PPL Energy Supply believes that it has adequately reserved its exposure under the contract.

PPL, PPL Energy Supply and PPL Electric and their subsidiaries provide other miscellaneous guarantees through contracts entered into in the normal course of business. These guarantees are primarily in the form of various indemnifications or warranties related to services or equipment and vary in duration. The obligated amounts of these guarantees often are not explicitly stated, and the overall maximum amount of the obligation under such guarantees cannot be reasonably estimated. Historically, PPL, PPL Energy Supply and PPL Electric and their subsidiaries have not made any significant payments with respect to these types of guarantees. As of June 30, 2006, the aggregate fair value of these indemnifications related to arrangements entered into subsequent to December 31, 2002, was insignificant.

12.   Related Party Transactions

Affiliate Trust (PPL and PPL Energy Supply)

At both June 30, 2006, and December 31, 2005, PPL's and PPL Energy Supply's Balance Sheets reflected $89 million of "Long-term Debt with Affiliate Trust." This debt represents obligations of PPL Energy Supply under 8.23% subordinated debentures maturing in February 2027 that are held by SIUK Capital Trust I, a variable interest entity whose common securities are owned by PPL Energy Supply but which is not consolidated by PPL Energy Supply. Interest expense on this obligation was $3 million for the three months ended June 30, 2006 and 2005, and $6 million for the six months ended June 30, 2006 and 2005. This interest is reflected in "Interest Expense" for PPL and "Interest Expense with Affiliates" for PPL Energy Supply on the Statements of Income. See Note 22 in each Registrant's 2005 Form 10-K for additional information.

PLR Contracts (PPL Energy Supply and PPL Electric)

PPL Electric has power sales agreements with PPL EnergyPlus, effective July 2000 and January 2002, to supply all of PPL Electric's PLR load through December 31, 2009. Under these contracts, PPL EnergyPlus provides electricity at the predetermined capped prices that PPL Electric is authorized to charge its PLR customers. For the three months ended June 30, 2006 and 2005, these purchases totaled $395 million and $364 million. For the six months ended June 30, 2006 and 2005, these purchases totaled $841 million and $779 million. These purchases include nuclear decommissioning recovery and amortization of an up-front contract payment and are included in the Statements of Income as "Energy purchases from affiliate" by PPL Electric, and as "Wholesale energy marketing to affiliate" by PPL Energy Supply.

Under one of the PLR contracts, PPL Electric is required to make performance assurance deposits with PPL EnergyPlus when the market price of electricity is less than the contract price by more than its contract collateral threshold. Conversely, PPL EnergyPlus is required to make performance assurance deposits with PPL Electric when the market price of electricity is greater than the contract price by more than its contract collateral threshold. PPL Electric estimated that, at June 30, 2006, the market price of electricity would exceed the contract price by $3.0 billion. Accordingly, at June 30, 2006, PPL Energy Supply was required to provide PPL Electric with performance assurance of $300 million, the maximum amount required under the contract. PPL Energy Supply's deposit with PPL Electric was $300 million at both June 30, 2006, and December 31, 2005. This deposit is shown on the Balance Sheets as "Collateral on PLR energy supply to/from affiliate," a current asset of PPL Energy Supply and a current liability of PPL Electric. PPL Electric pays interest equal to the one-month LIBOR plus 0.5% on this deposit, which is included in "Interest Expense with Affiliate" on the Statements of Income. PPL Energy Supply records this as affiliated interest income, which is included in "Other Income - net" on the Statements of Income.

In 2001, PPL Electric made a $90 million up-front payment to PPL EnergyPlus in connection with the PLR contracts. The up-front payment is being amortized by both parties over the term of the PLR contracts. The unamortized balance of this payment, and other payments under the contract, was $41 million at June 30, 2006, and $47 million at December 31, 2005. These current and noncurrent balances are reported on the Balance Sheets as "Prepayment on PLR energy supply from affiliate" by PPL Electric and as "Deferred revenue on PLR energy supply to affiliate" by PPL Energy Supply.

NUG Purchases (PPL Energy Supply and PPL Electric)

PPL Electric has a reciprocal contract with PPL EnergyPlus to sell electricity purchased under contracts with NUGs. PPL Electric purchases electricity from the NUGs at contractual rates and then sells the electricity at the same price to PPL EnergyPlus. For the three months ended June 30, 2006 and 2005, these NUG purchases totaled $39 million and $32 million. For the six months ended June 30, 2006 and 2005, these NUG purchases totaled $78 million and $70 million. These amounts are included in the Statements of Income as "Wholesale electric to affiliate" by PPL Electric, and as "Energy purchases from affiliate" by PPL Energy Supply.

Allocations of Corporate Service Costs(PPL Energy Supply and PPL Electric)

PPL Services provides corporate functions such as financial, legal, human resources and information services. PPL Services bills the respective PPL subsidiaries for the cost of such services when they can be specifically identified. The cost of these services that is not directly charged to PPL subsidiaries is allocated to certain of the subsidiaries based on an average of the subsidiaries' relative invested capital, operation and maintenance expenses, and number of employees. PPL Services directly charged or allocated the following amounts to PPL Energy Supply and PPL Electric, including amounts applied to accounts that are further distributed between capital or expense.

		Three Months Ended June 30,				Six Months Ended June 30,
		2006		2005		2006		2005
Direct costs
	PPL Energy Supply	$	31	$	26	$	62	$	51
	PPL Electric		22		21		45		43
Allocated costs
	PPL Energy Supply		14		14		34		38
	PPL Electric		7		7		16		20

Intercompany Borrowings

(PPL Energy Supply)

PPL Energy Supply had no notes receivable from affiliates at June 30, 2006, and December 31, 2005. Interest earned on cash collateral and loans to affiliates, included in "Other Income - net" on the Statements of Income, was $6 million and $3 million for the three months ended June 30, 2006 and 2005, and $11 million and $5 million for the six months ended June 30, 2006 and 2005.

In May 2006, PPL Energy Supply terminated a note payable to an affiliate which allowed borrowings up to $650 million until May 2010. At December 31, 2005, there was no balance outstanding. Interest was payable monthly in arrears at LIBOR plus 1%. Interest expense on this note was insignificant for the three and six months ended June 30, 2006, and $3 million and $7 million for the three and six months ended June 30, 2005. Interest expense is reflected in "Interest Expense with Affiliates" on the Statements of Income.

In December 2005, PPL Energy Supply issued a $30 million demand note payable to an affiliate. There was no balance outstanding at June 30, 2006, and $8 million was outstanding at December 31, 2005, which is shown on the Balance Sheets as "Note Payable to Affiliate," a current liability. Interest is payable monthly at a rate equal to LIBOR plus 1.5%. Interest on this note was insignificant for the three and six months ended June 30, 2006, and is reflected in "Interest Expense with Affiliates" on the Statements of Income.

(PPL Electric)

In August 2004, a PPL Electric subsidiary issued a $300 million demand note to an affiliate. In February 2006, the demand note was amended to increase the maximum amount of the note to $450 million. In April 2006, the loan was amended back to a maximum amount of $300 million. There was a balance of $300 million outstanding at both June 30, 2006, and December 31, 2005. Interest is due quarterly at a rate equal to the 3-month LIBOR plus 1.25%. This note is shown on the Balance Sheets as "Note receivable from affiliate." Interest earned on the note is included in "Other Income - net" on the Statements of Income, and was $5 million and $3 million for the three months ended June 30, 2006 and 2005. For the six months ended June 30, 2006 and 2005, interest earned was $10 million and $6 million.

In May 2006, a PPL Electric subsidiary issued a $150 million demand note to an affiliate. There was no outstanding balance at June 30, 2006. Interest is due monthly at a rate equal to the one-month LIBOR plus 1.25%.

Intercompany Derivatives (PPL Energy Supply)

PPL Energy Supply has entered into a combination of average rate forward and average rate option contracts with PPL. These contracts have terms identical to average rate forwards and average rate options entered into by PPL with third parties to protect expected income denominated in British pounds sterling. At June 30, 2006, the total amount of these contracts was £88 million and the market value of these positions, representing the amount PPL Energy Supply would receive from PPL upon their termination, was $1 million and is reflected in "Other Income - net" on the Statements of Income and "Price risk management assets" on the Balance Sheets.

Trademark Royalties (PPL Energy Supply)

A PPL subsidiary owns PPL trademarks and bills certain affiliates for their use. PPL Energy Supply was allocated $9 million and $8 million of this license fee for the three months ended June 30, 2006 and 2005, and $18 million and $15 million for the six months ended June 30, 2006 and 2005. These allocations of the license fee are primarily included in "Other operation and maintenance" on the Statements of Income.

13.   Other Income - Net

(PPL, PPL Energy Supply and PPL Electric)

The breakdown of "Other Income - net" was:

		Three Months Ended June 30,					Six Months Ended June 30,
		2006			2005		2006		2005
PPL
Other Income
	Hyder liquidation distribution (Note 8)	$	24				$	24
	Interest income		9		$	6		17	$	12
	Equity earnings		1			1		2		2
	Realized earnings on nuclear decommissioning trust		2			2		5		3
	Gain on sale of investment in an unconsolidated affiliate (Note 8)		(1	)				3
	Miscellaneous - International		1			1		3		3
	Miscellaneous - Domestic		2			3		6		4
	Total		38			13		60		24
Other Deductions
	Impairment of investment in U.K. real estate (Note 8)							8
	Taxes, other than income		1			1		1		1
	Charitable contributions							2		2
	Miscellaneous - International		1			1		1		1
	Miscellaneous - Domestic		3					6		2
Other Income - net		$	33		$	11	$	42	$	18
PPL Energy Supply
Other Income
	Hyder liquidation distribution (Note 8)	$	24				$	24
	Interest income		5		$	4		9	$	8
	Affiliated interest income		6			3		11		5
	Equity earnings		1			1		2		2
	Realized earnings on nuclear decommissioning trust		2			2		5		3
	Gain on sale of investment in an unconsolidated affiliate (Note 8)		(1	)				3
	Miscellaneous - International		1			1		3		3
	Miscellaneous - Domestic					1		2		2
	Total		38			12		59		23
Other Deductions
	Impairment of investment in U.K. real estate (Note 8)							8
	Taxes, other than income		1					1
	Miscellaneous - International		1			1		1		1
	Miscellaneous - Domestic		1					4		3
Other Income - net		$	35		$	11	$	45	$	19
PPL Electric
Other Income
	Interest income	$	2		$	1	$	5	$	3
	Affiliated interest income		5			3		10		6
	Miscellaneous					2		1		2
	Total		7			6		16		11
Other Deductions										1
Other Income - net		$	7		$	6	$	16	$	10

14.   Derivative Instruments and Hedging Activities

(PPL and PPL Energy Supply)

Sale of Interest in Griffith Plant

Hedge accounting treatment must be discontinued if it is probable that the original forecasted transaction will not occur by the end of the originally specified time period. Due to the sale of PPL's interest in the Griffith plant in the second quarter of 2006, PPL and PPL Energy Supply reclassified net gains of $7 million, after tax, from accumulated other comprehensive loss to "Loss from Discontinued Operations" on the Statements of Income. Additionally, PPL and PPL Energy Supply recognized an insignificant amount of net gains resulting from hedges of firm commitments that no longer qualified as fair value hedges and an insignificant amount of net losses resulting from firm commitments that had received accrual accounting treatment under the normal purchase/sale election.

See Note 8 for additional information on the sale of PPL's interest in the Griffith plant.

Fair Value Hedges

PPL and PPL Energy Supply enter into financial or physical contracts to hedge a portion of the fair value of firm commitments of forward electricity sales and emissions allowance positions. As of June 30, 2006, these contracts range in maturity through 2007. Additionally, PPL and PPL Energy Supply enter into financial contracts to hedge fluctuations in the market value of existing debt issuances. As of June 30, 2006, these contracts range in maturity through 2013. PPL and PPL Energy Supply also enter into foreign currency forward contracts to hedge the exchange rates associated with firm commitments denominated in foreign currencies. As of June 30, 2006, these forward contracts range in maturity through 2008.

Other than transactions associated with the sale of PPL's interest in the Griffith plant, PPL and PPL Energy Supply did not recognize any gains or losses resulting from hedges of firm commitments that no longer qualified as fair value hedges for the three and six months ended June 30, 2006 or 2005. PPL and PPL Energy Supply did not recognize any gains or losses resulting from the ineffective portion of fair value hedges for the three and six months ended June 30, 2006 or 2005.

Cash Flow Hedges

PPL and PPL Energy Supply enter into financial and physical contracts, including forwards, futures and swaps, to hedge the price risk associated with electricity, emission allowances, gas, oil and certain metals positions. As of June 30, 2006, these contracts range in maturity through 2012. Additionally, PPL and PPL Energy Supply enter into financial interest rate swap contracts to hedge interest expense associated with both existing and anticipated debt issuances. As of June 30, 2006, these interest rate contracts range in maturity through 2028. PPL and PPL Energy Supply also enter into foreign currency forward contracts to hedge the cash flows associated with foreign currency-denominated debt, the exchange rates associated with firm commitments denominated in foreign currencies and the net investment of foreign operations. As of June 30, 2006, these forward contracts range in maturity through 2028.

Other than transactions associated with the sale of the Griffith plant, PPL and PPL Energy Supply discontinued an insignificant amount of hedges because it was probable that the anticipated forecasted transaction would not occur for the three and six months ended June 30, 2006 or 2005. Due to hedge ineffectiveness, PPL and PPL Energy Supply reclassified an insignificant amount from accumulated other comprehensive loss into earnings (reported in "Wholesale energy marketing" and "Energy purchases" on the Statements of Income) for the three months ended June 30, 2006. For the same period in 2005, PPL and PPL Energy Supply reclassified gains, after tax, of $2 million. For the six months ended June 30, 2006, PPL and PPL Energy Supply reclassified gains, after tax, of $2 million. For the same period in 2005, PPL and PPL Energy Supply reclassified an insignificant amount into earnings.

As of June 30, 2006, the deferred net loss, after tax, on derivative instruments in accumulated other comprehensive loss that is expected to be reclassified into earnings during the next twelve months was $25 million for PPL and $22 million for PPL Energy Supply. Amounts are expected to be reclassified as the commodity contracts go to delivery and interest payments are made.

This table shows the after tax change in accumulated unrealized gains or losses on derivatives in accumulated other comprehensive loss.

		Three Months Ended June 30,						Six Months Ended June 30,
		2006			2005			2006			2005
PPL
	Beginning accumulated derivative loss	$	(144	)	$	(129	)	$	(246	)	$	(63	)
	Net change associated with current period hedging activities and other		(32	)		30			46			(49	)
	Net change from reclassification into earnings (a)		56			(44	)		80			(31	)
	Ending accumulated derivative loss	$	(120	)	$	(143	)	$	(120	)	$	(143	)
PPL Energy Supply
	Beginning accumulated derivative loss	$	(143	)	$	(111	)	$	(237	)	$	(45	)
	Net change associated with current period hedging activities and other		(40	)		32			31			(45	)
	Net change from reclassification into earnings (a)		54			(45	)		77			(34	)
	Ending accumulated derivative loss	$	(129	)	$	(124	)	$	(129	)	$	(124	)

(a) The three and six months ended June 30, 2006, include $7 million for the acceleration of unrealized gains associated with the Griffith plant that have been recorded as a component of "Loss from Discontinued Operations."

Other Hedging Activities

In 2006, PPL and PPL Energy Supply entered into forward contracts to hedge their exposure to changes in market prices of certain metals necessary for the scrubbers PPL is installing at its Brunner Island and Montour generating plants. These contracts qualify for cash flow hedge treatment and will ultimately be recognized on the Statement of Income in "Depreciation."

Net investment hedge activity is reported in the foreign currency translation adjustments component of accumulated other comprehensive loss. PPL recorded net investment hedge losses, after tax, of $6 million at June 30, 2006 and 2005. During the three and six months ended June 30, 2006 and 2005, PPL and PPL Energy Supply recognized insignificant amounts in accumulated other comprehensive loss. Gains and losses associated with net investment hedges remain in accumulated other comprehensive loss until the investment is sold or substantially liquidated.

PPL and PPL Energy Supply have entered into energy derivative transactions that hedge a specific risk, but do not qualify for hedge accounting under SFAS 133, "Accounting for Derivative Instruments and Hedging Activities," as amended and interpreted. The unrealized gains and losses on these transactions are classified as non-trading and are reflected on the Statements of Income in "Wholesale energy marketing" or "Energy related businesses" revenues, or "Fuel" or "Energy Purchases" expenses.

Credit Concentration

(PPL and PPL Energy Supply)

PPL and PPL Energy Supply enter into contracts with many entities for the purchase and sale of energy. Many of these contracts are considered a normal part of doing business and, as such, the mark-to-market value of these contracts is not reflected in the financial statements. However, the mark-to-market value of these contracts is considered when committing to new business from a credit perspective.

PPL and PPL Energy Supply have credit exposures to energy trading partners. The majority of these exposures are the mark-to-market value of multi-year contracts for energy sales and purchases. Therefore, if these counterparties fail to perform their obligations under such contracts, PPL and PPL Energy Supply would not experience an immediate financial loss but would experience lower revenues or higher costs in future years to the extent that replacement sales or purchases could not be made at the same prices as those under the defaulted contracts.

At June 30, 2006, both PPL and PPL Energy Supply had credit exposures of $389 million to energy trading partners. Ten counterparties accounted for 74% of this exposure. No other individual counterparty accounted for more than 3% of the exposure. All ten of these counterparties had an investment grade credit rating from S&P.

PPL and PPL Energy Supply generally have the right to request collateral from their counterparties in the event that the counterparties' credit ratings fall below investment grade. It is also the policy of PPL and PPL Energy Supply to enter into netting agreements with all of their counterparties to limit credit exposure.

(PPL Electric)

PPL Electric has an exposure to PPL Energy Supply under the long-term contract for PPL EnergyPlus to supply PPL Electric's PLR load, as described in Note 12. This is the only credit exposure for PPL Electric that has a mark-to-market element. No other counterparty accounts for more than 1% of PPL Electric's total exposure.

15.   Restricted Cash

(PPL, PPL Energy Supply and PPL Electric)

The following table details the components of restricted cash by reporting entity and by type.

			June 30, 2006
			PPL		PPL Energy Supply		PPL Electric
Current:
Collateral for letters of credit (a)			$	42			$	42
Deposits for trading purposes with NYMEX broker				47	$	47
Counterparty collateral				1		1
Client deposits				9
Miscellaneous				2		2
	Restricted cash - current			101		50		42
Noncurrent:
Required deposits of WPD (b)				20		20
PPL Transition Bond Company Indenture reserves (c)				27				27
	Restricted cash - noncurrent			47		20		27
		Total restricted cash	$	148	$	70	$	69

			December 31, 2005
			PPL		PPL Energy Supply		PPL Electric
Current:
Collateral for letters of credit (a)			$	42			$	42
Deposits for trading purposes with NYMEX broker				29	$	29
Counterparty collateral				9		9
Client deposits				12
Miscellaneous				1		1
	Restricted cash - current			93		39		42
Noncurrent:
Required deposits of WPD (b)				16		16
PPL Transition Bond Company Indenture reserves (c)				32				32
	Restricted cash - noncurrent			48		16		32
		Total restricted cash	$	141	$	55	$	74

(a)	A deposit with a financial institution of funds from the asset-backed commercial paper program to fully collateralize $42 million of letters of credit. See Note 7 for further discussion on the asset-backed commercial paper program.
(b)	Includes insurance reserves of $19 million and $15 million at June 30, 2006, and December 31, 2005.
(c)	Credit enhancement for PPL Transition Bond Company's $2.4 billion Series 1999-1 Bonds to protect against losses or delays in scheduled payments.

16.   Goodwill

(PPL and PPL Energy Supply)

The changes in the carrying amounts of goodwill by segment were:

	PPL Energy Supply										PPL
	Supply		International Delivery			Total			Pennsylvania Delivery		Total
Balance at December 31, 2005	$	94	$	921		$	1,015		$	55	$	1,070
Effect of foreign currency exchange rates				57			57					57
Purchase accounting adjustments (a)				(17	)		(17	)				(17	)
Balance at June 30, 2006	$	94	$	961		$	1,055		$	55	$	1,110

(a) Adjustments pursuant to EITF Issue 93-7, "Uncertainties Related to Income Taxes in a Purchase Business Combination." See Note 5 for a discussion of a $12 million goodwill adjustment related to the transfer of WPD tax items.

17.   Asset Retirement Obligations

(PPL and PPL Energy Supply)

The change in the carrying amounts of the AROs was:

AROs at December 31, 2005	$	298
Accretion expense		12
Obligations settled		(1	)
AROs at June 30, 2006	$	309

Funds in the nuclear decommissioning trust are legally restricted for purposes of settling PPL's and PPL Energy Supply's ARO related to the decommissioning of the Susquehanna station. PPL Electric collects authorized nuclear decommissioning costs through the CTC. These revenues are passed on to PPL EnergyPlus under the power supply agreements between PPL Electric and PPL EnergyPlus. Similarly, these revenues are passed on to PPL Susquehanna under a power supply agreement between PPL EnergyPlus and PPL Susquehanna. These revenues, less applicable taxes, are used to fund the nuclear plant decommissioning trust funds and can only be used for future decommissioning costs. The aggregate fair value of the nuclear plant decommissioning trust funds was $460 million as of June 30, 2006, and $444 million as of December 31, 2005.

18.   New Accounting Standards

(PPL, PPL Energy Supply and PPL Electric)

FIN 48

In June 2006, the FASB issued FIN 48, "Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109." FIN 48 requires an entity to evaluate its tax positions following a two-step process. The first step requires an entity to determine whether it is more-likely-than-not that a tax position will be sustained based on the technical merits of the position. The second step requires an entity to recognize in the financial statements each tax position that meets the more-likely-than-not criterion. Each recognized tax position should be measured at the largest amount of benefit that has a greater than 50 percent likelihood of being realized. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

FIN 48 is effective for fiscal years beginning after December 15, 2006. The impact of initially applying FIN 48 is required to be recognized as a cumulative effect adjustment to the opening balance of retained earnings for that fiscal year. PPL and its subsidiaries are currently unable to determine the impact of applying this guidance.

FSP No. FIN 46(R)-6

In April 2006, the FASB issued FSP No. FIN 46(R)-6, "Determining the Variability to Be Considered in Applying FASB Interpretation No. 46(R)." FSP No. FIN 46(R)-6 provides that the variability to be considered in applying FIN 46 (revised December 2003), "Consolidation of Variable Interest Entities, an Interpretation of ARB 51," (FIN 46(R)) should be based on the design of the entity involved. PPL and its subsidiaries adopted FSP No. FIN 46(R)-6 effective July 1, 2006. PPL and its subsidiaries did not elect to apply retrospective application to any period prior to the date of adoption. The adoption of FSP No. FIN 46(R)-6 did not have a material impact on PPL and its subsidiaries. However, the impact in periods subsequent to adoption could be material.

SFAS 123(R)

In December 2004, the FASB issued SFAS 123 (revised 2004), "Share-Based Payment," which is known as SFAS 123(R) and replaces SFAS 123, "Accounting for Stock-Based Compensation," as amended by SFAS 148, "Accounting for Stock-Based Compensation-Transition and Disclosure." Among other things, SFAS 123(R) eliminates the alternative to use the intrinsic value method of accounting for stock-based compensation. SFAS 123(R) requires public entities to recognize compensation expense for awards of equity instruments to employees based on the grant-date fair value of the awards. PPL and its subsidiaries adopted SFAS 123(R) effective January 1, 2006. PPL and its subsidiaries applied the modified prospective application transition method of adoption. Under this application, entities must recognize compensation expense based on the grant-date fair value for new awards granted or modified after the effective date and for unvested awards outstanding on the effective date. The adoption of SFAS 123(R) did not have a material impact on PPL and its subsidiaries, since PPL and its subsidiaries adopted the fair value method of accounting for stock-based compensation, as described by SFAS 123, effective January 1, 2003. See Note 9 for the disclosures required by SFAS 123(R).

SFAS 155

In February 2006, the FASB issued SFAS 155, "Accounting for Certain Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and 140." Among other items, SFAS 155 addresses certain accounting issues surrounding securitized financial assets and hybrid financial instruments with embedded derivatives that require bifurcation. PPL and its subsidiaries must adopt SFAS 155 no later than January 1, 2007. PPL and its subsidiaries do not have any interests in securitized financial assets or hybrid financial instruments with embedded derivatives that require bifurcation. However, PPL and its subsidiaries are currently in the process of performing a complete assessment of SFAS 155.

PPL CORPORATION AND SUBSIDIARIES

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

PPL is an energy and utility holding company with headquarters in Allentown, PA. In PPL's 2005 Form 10-K, descriptions of its domestic and international businesses are found in "Item 1. Business - Background" and the current corporate organizational structure is shown in Exhibit 99(a). Through its subsidiaries, PPL is primarily engaged in the generation and marketing of electricity in two key markets - the northeastern and western U.S. - and in the delivery of electricity in Pennsylvania, the U.K. and Latin America. PPL's reportable segments are Supply, International Delivery and Pennsylvania Delivery. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Overview" in PPL's 2005 Form 10-K for an overview of PPL's strategy and the risks and the challenges that it faces in its business. See "Forward-Looking Information," Note 11 to the Financial Statements and the rest of this Item 2 in this Form 10-Q and "Item 1A. Risk Factors" and the rest of Item 7 in PPL's 2005 Form 10-K for more information concerning the material risks and uncertainties that PPL faces in its businesses and with respect to its future earnings.

The following information should be read in conjunction with PPL's Condensed Consolidated Financial Statements and the accompanying Notes and in conjunction with PPL's 2005 Form 10-K.

Terms and abbreviations are explained in the glossary. Dollars are in millions, except per share data, unless otherwise noted.

Results of Operations

The following discussion begins with a summary of PPL's earnings. "Results of Operations" continues with a review of results by reportable segment and a description of key factors by segment that management expects may impact future earnings. This section ends with explanations of significant changes in principal items on PPL's Statements of Income, comparing the three and six months ended June 30, 2006, with the same periods in 2005.

Earnings

Net income and the related EPS were:

	Three Months Ended June 30,				Six Months Ended June 30,
	2006		2005		2006		2005
Net income	$	181	$	128	$	461	$	296
EPS - basic	$	0.48	$	0.34	$	1.21	$	0.78
EPS - diluted	$	0.47	$	0.33	$	1.19	$	0.77

The changes in net income from period to period were, in part, attributable to several significant items that management considers unusual. Details of these unusual items are provided within the review of each segment's earnings.

The period-to-period changes in significant earnings components, including domestic gross energy margins by region and significant income statement line items, are explained in the "Statement of Income Analysis."

The Statements of Income reflect the results of past operations and are not intended as any indication of future operating results. Future operating results will necessarily be affected by various and diverse factors and developments. Furthermore, because results for interim periods can be disproportionately influenced by various factors and developments and by seasonal variations, the results of operations for interim periods do not necessarily indicate results or trends for the year.

Segment Results

Net income by segment was:

		Three Months Ended June 30,				Six Months Ended June 30,
		2006		2005		2006		2005
Supply		$	74	$	40	$	217	$	126
International Delivery			79		54		160		116
Pennsylvania Delivery			28		34		84		54
	Total	$	181	$	128	$	461	$	296

Supply Segment

The Supply segment primarily consists of the domestic energy marketing, domestic generation and domestic development operations of PPL Energy Supply.

The Supply segment results in 2006 and 2005 reflect the reclassification of the Griffith plant revenues and expenses from certain income statement line items to "Loss from Discontinued Operations." The Supply segment results in 2005 also reflect the reclassification of the Sundance plant revenues and expenses from certain income statement line items to "Loss from Discontinued Operations." See Note 8 to the Financial Statements for further discussion.

Supply segment net income was:

			Three Months Ended June 30,				Six Months Ended June 30,
			2006		2005		2006		2005
Energy revenues
	External		$	405	$	290	$	775	$	597
	Intersegment			395		363		841		779
Energy-related businesses				143		148		301		270
	Total operating revenues			943		801		1,917		1,646
Fuel and energy purchases
	External			366		264		704		567
	Intersegment			39		34		80		72
Other operation and maintenance				177		170		341		359
Depreciation				39		36		76		72
Taxes, other than income				10		11		19		22
Energy-related businesses				135		163		289		303
	Total operating expenses			766		678		1,509		1,395
Other Income - net				1		1		1		1
Interest Expense				29		27		56		57
Income Taxes				55		6		115		15
Minority Interest				1		1		1		1
Loss from Discontinued Operations				19		50		20		53
		Total	$	74	$	40	$	217	$	126

The after-tax change in net income was due to the following factors, including discontinued operations.

	June 30, 2006 vs. June 30, 2005
	Three Months Ended			Six Months Ended
Eastern U.S. non-trading margins	$	13		$	39
Northwestern U.S. non-trading margins		6			19
Southwestern U.S. non-trading margins		(1	)		1
Net energy trading margins		2			(1	)
Operation and maintenance expenses		(8	)		(16	)
Earnings from synfuel projects		(15	)		(12	)
Energy-related businesses					2
Taxes, other than income		1			2
Other		5			7
Unusual items		31			50
	$	34		$	91

The following after-tax items, which management considers unusual, had a significant impact on Supply segment earnings.

		Three Months Ended June 30,						Six Months Ended June 30,
		2006			2005			2006			2005
Sale of Sundance plant (Note 8)					$	(47	)				$	(47	)
Loss related to sale of interest in the Griffith plant (Note 8)		$	(17	)				$	(17	)
Reduction in Enron reserve (Note 2)			2						11
Off-site remediation of ash basin leak (Note 11)			5						6
Settlement of NorthWestern litigation												(6	)
Impairment of synfuel-related assets (Note 11)			(6	)					(6	)
Acceleration of stock-based compensation expense for periods prior to 2005 (Note 9)												(3	)
	Total	$	(16	)	$	(47	)	$	(6	)	$	(56	)

· See "Domestic Gross Energy Margins" for an explanation of non-trading margins by geographic region and for an explanation of net energy trading margins.

· Higher operation and maintenance expenses in both periods were primarily due to the nuclear refueling outage, inspection costs at the Susquehanna station and outages at the Brunner Island and Martins Creek plants in 2006. The costs of these outages exceeded the costs of the 2005 planned outage at Montour and a short-duration outage at the Susquehanna station.

· In May 2005, a subsidiary of PPL Energy Supply completed the sale of its 450 MW Sundance power plant located in Pinal County, Arizona to Arizona Public Service Company for $190 million in cash. The subsidiary recorded a loss on the sale of $47 million after tax (or $0.12 per share).

· In June 2006, a subsidiary of PPL Energy Supply completed the sale of its 50% ownership in the 600 MW Griffith power plant located in Kingman, Arizona, for $115 million in cash. The subsidiary recorded a loss on the sale of $24 million after tax (or $0.07 per share). Another subsidiary of PPL Energy Supply recorded the acceleration of net unrealized gains on derivatives associated with the plant of $7 million after tax (or $0.02 per share).

· In June 2006, PPL reduced its estimate of the costs for the remediation of the Martins Creek ash basin leak. This adjustment increased earnings by $5 million after tax (or $0.01 per share) in the second quarter. Most of this reduction was related to an insurance claim settlement.

· The decline in earnings contribution from synfuel projects resulted from lower recognition of synthetic fuel tax credits due to the anticipated phase-out of synthetic fuel tax credits starting in 2006, partially offset by unrealized gains on options purchased to hedge a portion of the risk associated with the phase-out of the synthetic fuel tax credits for 2006 and 2007. In June 2006, based upon observed and forecasted higher crude oil prices and projected cash flows, PPL fully impaired its synfuel-related assets. This adjustment decreased earnings by $6 million after tax (or $0.01 per share).

· In 2006, PPL decreased its reserve on claims related to the Enron bankruptcy. These adjustments increased earnings by $11 million after tax (or $0.03 per share).

· In the first quarter of 2005, PPL recognized a charge of $6 million after tax (or $0.02 per share) for a loss contingency related to litigation with NorthWestern. In September 2005, PPL and NorthWestern reached a final agreement to settle this litigation.

Outlook

PPL is projecting higher energy margins for its Supply segment in 2006 compared with 2005. This increase is primarily driven by an 8.4% increase in PLR sale prices as well as higher prices for wholesale electricity sales and higher hydroelectric generation output in the western U.S. These benefits are expected to be partially offset by increased fuel and fuel transportation expenses, higher operation and maintenance expenses and reduced earnings from synfuel projects. See "Regulatory Issues - IRS Synthetic Fuels Tax Credits" in Note 11 to the Financial Statements for a discussion of the tax credits that PPL has earned in connection with its synfuel projects and the impact of higher oil prices on future tax credits.

International Delivery Segment

The International Delivery segment includes operations of the international energy businesses of PPL Global that are primarily focused on the distribution of electricity. Substantially all of PPL Global's international businesses are located in the U.K., Chile, El Salvador and Bolivia.

International Delivery segment net income was:

			Three Months Ended June 30,				Six Months Ended June 30,
			2006		2005		2006		2005
Utility revenues			$	310	$	284	$	633	$	577
Energy-related businesses				24		19		45		37
	Total operating revenues			334		303		678		614
Energy purchases				83		65		164		128
Other operation and maintenance				67		63		134		124
Depreciation				41		38		82		76
Taxes, other than income				15		15		27		29
Energy-related businesses				10		7		19		13
	Total operating expenses			216		188		426		370
Other Income - net				25		4		25		7
Interest Expense				51		52		99		102
Income Taxes				12		12		15		30
Minority Interest				1		1		3		3
		Total	$	79	$	54	$	160	$	116

The after-tax change in net income was due to the following factors.

		June 30, 2006 vs. June 30, 2005
		Three Months Ended			Six Months Ended
U.K.
	Delivery margins	$	7		$	25
	Operation and maintenance expenses		(6	)		(13	)
	Income taxes		1			22
	Impact of changes in foreign currency exchange rates		(4	)		(11	)
	Impairment of investment in U.K. real estate (Note 8)					(6	)
	Hyder liquidation distribution (Note 8)		24			24
	Other		2			4
Latin America			3			8
U.S. income taxes			(4	)		(10	)
Other			2
Unusual item - collection of receivable from Enron						1
		$	25		$	44

· The U.K.'s earnings were positively impacted by higher margins, primarily due to price increases and 2% higher sales volumes for the six months ended June 30, 2006.

· In the second quarter of 2006, WPD received $24 million as an initial distribution related to the planned ongoing liquidation of Hyder's non-electricity delivery businesses. PPL does not expect income from the sale or liquidation of Hyder's non-electricity delivery businesses to continue at the same level in 2007 as occurred in 2006.

· Lower U.K. income taxes in 2006 were due to the transfer of a future tax liability from WPD and certain surplus tax losses from Hyder to a former Hyder affiliate. See Note 5 to the Financial Statements for additional information.

· Changes in foreign exchange rates decreased WPD's portion of revenue and expense line items by 5% in the three months ended June 30, 2006, and 6% in the six months ended June 30, 2006, compared with the same periods in 2005.

Outlook

PPL projects that the International Delivery segment will have slightly higher earnings in 2006 compared with 2005, reflecting the same factors that affected this segment's earnings in the first half of 2006.

Pennsylvania Delivery Segment

The Pennsylvania Delivery segment includes the regulated electric and gas delivery operations of PPL Electric and PPL Gas Utilities.

Pennsylvania Delivery segment net income was:

			Three Months Ended June 30,				Six Months Ended June 30,
			2006		2005		2006		2005
Operating revenues
	External		$	760	$	726	$	1,669	$	1,584
	Intersegment			39		34		80		72
	Total operating revenues			799		760		1,749		1,656
Fuel and energy purchases
	External			77		69		203		209
	Intersegment			395		363		841		779
Other operation and maintenance				107		101		209		216
Amortization of recoverable transition costs				63		59		135		128
Depreciation				31		30		61		59
Taxes, other than income				44		42		94		90
	Total operating expenses			717		664		1,543		1,481
Other Income - net				7		6		16		10
Interest Expense				41		46		85		101
Income Taxes				16		22		48		29
Dividends on Preferred Securities				4				5		1
		Total	$	28	$	34	$	84	$	54

The after-tax change in net income was due to the following factors.

	June 30, 2006 vs. June 30, 2005
	Three Months Ended			Six Months Ended
Delivery revenues (net of CTC/ITC amortization, interest expense on transition bonds and ancillary charges)	$	1
Operation and maintenance expenses		(4	)	$	2
Interest expense		(2	)		(1	)
Other		(1	)
Unusual items					29
	$	(6	)	$	30

The following after-tax items, which management considers unusual, had a significant impact on the Pennsylvania Delivery segment earnings.

		Six Months Ended June 30,
		2006	2005
PJM billing dispute			$	(27	)
Acceleration of stock-based compensation expense for periods prior to 2005 (Note 9)				(2	)
	Total		$	(29	)

·	PPL Electric recognized an after-tax charge of $27 million (or $0.07 per share) in the first quarter of 2005 for a loss contingency related to the PJM billing dispute. See Note 11 to the Financial Statements for an update on this matter. PPL cannot be certain of the outcome of this matter or the impact on PPL and its subsidiaries.
·	Lower operation and maintenance expenses in the first six months of 2006 were primarily due to the costs incurred in January 2005 when severe ice storms hit PPL Electric's service territory. The total cost of restoring service to 238,000 customers, excluding capitalized costs and regular payroll expenses, was $16 million (or $0.02 per share). Partially offsetting this variance were higher flood-related costs in the second quarter of 2006, and higher tree trimming costs for the six months ended June 30, 2006.
	In August 2005, the PUC issued an order granting PPL Electric's petition for authority to defer and amortize for regulatory accounting and reporting purposes a portion of the ice storm costs, subject to certain conditions. As a result of the PUC Order and in accordance with SFAS 71, "Accounting for the Effects of Certain Types of Regulation," in the third quarter of 2005, PPL Electric deferred $12 million (or $0.02 per share) of its previously expensed storm costs. The deferral was based on its assessment of the timing and likelihood of recovering the deferred costs in PPL Electric's next distribution base rate case. At this time, PPL Electric cannot be certain that it will recover the storm costs, nor can it predict whether future incidents of severe weather will cause significant facility damage and service disruptions that would also result in significant costs.

Outlook

PPL projects that the Pennsylvania Delivery segment will have lower delivery earnings in 2006 compared with 2005 due to favorable weather impacts in 2005. In addition, operation and maintenance expenses are expected to be higher in 2006.

Statement of Income Analysis --

Domestic Gross Energy Margins

The following table provides pre-tax changes in the income statement line items that comprise domestic gross energy margins.

			June 30, 2006 vs. June 30, 2005
			Three Months Ended			Six Months Ended
Utility			$	55		$	136
Unregulated retail electric				(3	)		(3	)
Wholesale energy marketing				120			189
Net energy trading margins				3			(3	)
Other revenue adjustments (a)				(35	)		(76	)
	Total revenues			140			243
Fuel				48			44
Energy purchases				80			123
Other cost adjustments (a)				(34	)		(35	)
	Total cost of sales			94			132
		Domestic gross energy margins	$	46		$	111

(a) Adjusted to exclude the impact of any revenues and costs not associated with domestic gross energy margins; in particular, revenues and energy costs related to the international operations of PPL Global, the domestic delivery operations of PPL Electric and PPL Gas Utilities and an accrual for the loss contingency related to the PJM billing dispute in 2005 (see Note 11 to the Financial Statements for additional information). Also adjusted to include the margins of the Griffith and Sundance plants prior to their sales in June 2006 and May 2005, which are included in "Loss from Discontinued Operations," and gains or losses on sales of emission allowances, which are included in "Other operation and maintenance" expenses on the Statements of Income.

Changes in Domestic Gross Energy Margins By Region

Domestic gross energy margins are generated through PPL's normal hedging (non-trading) activities, as well as trading activities. PPL manages its non-trading energy business on a geographic basis that is aligned with its generation assets. Additionally, beginning in 2006, PPL further segregates non-trading activities into two categories: non-trading hedge activity and non-trading economic activity. Non-trading economic activity represents the net unrealized effect of derivative transactions that are entered into as economic hedges, but do not qualify for hedge accounting under SFAS 133, "Accounting for Derivative Instruments and Hedging Activities," as amended and interpreted.

			June 30, 2006 vs. June 30, 2005
			Three Months Ended			Six Months Ended
Non-trading
		Eastern U.S.	$	22		$	67
		Northwestern U.S.		10			33
		Southwestern U.S.		(1	)		2
Net energy trading				15			9
	Domestic gross energy margins		$	46		$	111

Eastern U.S.

Eastern U.S. non-trading margins were higher in the second quarter of 2006 compared with the same period in 2005, primarily because of an 8.4% increase in PLR sale prices in accordance with the schedule established by the PUC Final Order. Also contributing to the increase in margins was higher generation output of 19% from the coal facilities and lower reliance on higher-cost oil and gas units in 2006. Partially offsetting these improvements were lower nuclear generation of 8% as well as higher coal prices, which were up 18%.

Non-trading margins included an unrealized loss of $13 million for the quarter due to commodity price movements on forward energy contracts used to economically hedge wholesale marketing activities.

Eastern U.S. non-trading margins were higher for the six months ended June 30, 2006, compared with the same period in 2005, primarily because of an 8.4% increase in PLR sale prices in accordance with the schedule established by the PUC Final Order. Also contributing to the increase in margins were higher sales prices and lower reliance on higher-cost oil and gas units in 2006. Partially offsetting these improvements were lower nuclear generation of 4% as well as higher coal prices, which were up 18%.

Non-trading margins included an unrealized loss of $1 million for the first six months due to commodity price movements on forward energy contracts used to economically hedge wholesale marketing activities.

Northwestern U.S.

Northwestern U.S. non-trading margins were higher in the second quarter of 2006 compared with the same period in 2005, primarily due to a 13% increase in hydroelectric generation output. Also contributing were higher average sales prices, which were up 11%.

Northwestern U.S. non-trading margins were higher for the six months ended June 30, 2006, compared with the same period in 2005, primarily due to a 22% increase in hydroelectric generation output.

Net Energy Trading

PPL enters into certain energy contracts that meet the criteria of trading derivatives as defined by EITF Issue 02-3, "Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities." These physical and financial contracts cover trading activity associated with electricity, gas and oil.

Net energy trading margins increased by $15 million in the second quarter of 2006 compared with the same period in 2005. This increase was primarily due to an $11 million net gain reclassified as trading activity for hedge (non-trading) transactions related to the Griffith plant after the announced plan to sell PPL Energy Supply's interest in the plant (see Note 8 to the Financial Statements).

The physical volumes for electricity and gas associated with energy trading for the three months ended June 30, 2006, were 1,694 GWh and 5.0 Bcf, compared with 1,200 GWh and 3.1 Bcf in the same period last year. The physical volumes for electricity and gas associated with energy trading for the six months ended June 30, 2006, were 3,779 GWh and 9.3 Bcf, compared with 2,265 GWh and 7.6 Bcf in the same period last year.

The amount of energy trading margins from unrealized transactions was an $8 million gain in the second quarter of 2006 compared with a $6 million loss in the same period last year. The amount of energy trading margins from unrealized transactions was a $12 million gain for the six months ended June 30, 2006, compared with a $1 million loss in the same period last year.

Utility Revenues

The increases in utility revenues were attributable to:

			June 30, 2006 vs. June 30, 2005
			Three Months Ended			Six Months Ended
Domestic:
	Retail electric revenue (PPL Electric)
		PLR electric generation supply	$	33		$	67
		Electric delivery		(11	)		(14	)
	Gas revenue (PPL Gas Utilities)			6			25
	Other			1			2
International:
	Retail electric delivery (PPL Global)
		U.K.		13			38
		Chile		12			21
		El Salvador		4			7
		Bolivia		1			3
	Foreign currency exchange rates			(4	)		(13	)
			$	55		$	136

The increases in utility revenues, excluding foreign currency exchange rate impacts, for both periods were primarily due to:

· higher PLR revenues attributable to an increase of 8.4% in prices and an increase in commercial and industrial sales volumes, due in part to the return of customers previously served by alternate suppliers, offset by a decrease in residential sales volumes, due in part to milder weather in 2006 compared with 2005;

· a decrease in electric delivery revenues resulting primarily from the impact of milder weather on residential sales in 2006 compared with 2005;

· higher gas revenues primarily due to the increase in natural gas prices, which are passed through to customers, offset by a decrease in volumes;

· increases of 1% and 2% in sales volumes in the U.K. for the three and six months ended June 30, 2006, compared with the same periods in 2005, and higher average prices overall;

· increases of 7% in Chilean electric delivery sales volumes and higher average prices overall; and

· increases of 7% and 8% in electric delivery sales volumes in El Salvador for the three and six months ended June 30, 2006, compared with the same periods in 2005, and higher average prices overall.

Energy-related Businesses

Energy-related businesses contributed $25 million more to operating income for the three months ended June 30, 2006, compared with the same period in 2005. The increase was primarily attributable to $21 million of higher pre-tax contributions from synfuel projects. This reflects:

· an $18 million net unrealized gain on options purchased to hedge a portion of the risk associated with the phase-out of the synthetic fuel tax credits for 2006 and 2007; and

· $13 million of lower operating losses due to lower production levels; partially offset by

· an impairment charge of $10 million on the synfuel-related assets.

Energy-related businesses contributed $47 million more to operating income for the six months ended June 30, 2006, compared with the same period in 2005. The increase was primarily attributable to $41 million of higher pre-tax contributions from synfuel projects. This reflects:

· a $41 million net unrealized gain on options purchased to hedge a portion of the risk associated with the phase-out of the synthetic fuel tax credits for 2006 and 2007; and

· $10 million of lower operating losses due to lower production levels; partially offset by

· an impairment charge of $10 million on the synfuel-related assets.

See Note 11 to the Financial Statements for an overall assessment of synthetic fuel tax credits and a further discussion of the impairment of these facilities.

Other Operation and Maintenance

The increase (decrease) in other operation and maintenance expenses was due to:

	June 30, 2006 vs. June 30, 2005
	Three Months Ended			Six Months Ended
Reduction in Enron reserve (Note 2)	$	(4	)	$	(19	)
Costs associated with severe ice storms in January 2005 (Note 1)					(16	)
Martins Creek ash basin remediation adjustment (Note 11)		(8	)		(11	)
NorthWestern litigation accrual in March 2005					(9	)
Stock-based compensation (Note 9)		(3	)		(8	)
Susquehanna plant refueling and inspection costs		7			12
Increase in domestic and international pension and postretirement costs		7			10
Outage costs at Martins Creek and Brunner Island plants		4			8
PUC reportable storm costs in 2006		3			7
Increase in international operation and maintenance expenses		2			5
Lower gains on sales of emission allowances		8			2
Other		1			4
	$	17		$	(15	)

Depreciation

The increases in depreciation expense were due to:

	June 30, 2006 vs. June 30, 2005
	Three Months Ended			Six Months Ended
Additions to PP&E	$	8		$	14
Reduction of useful lives of certain assets		2			4
Foreign currency exchange rates		(2	)		(4	)
Extension of useful lives of certain generation assets		(1	)		(2	)
	$	7		$	12

Other Income - net

See Note 13 to the Financial Statements for details of other income.

Financing Costs

The changes in financing costs, which include "Interest Expense" and "Dividends on Preferred Securities" were due to:

	June 30, 2006 vs. June 30, 2005
	Three Months Ended			Six Months Ended
Increase in interest expense due to hedging activities accounted for under SFAS 133, "Accounting for Derivative Instruments and Hedging Activities"	$	7		$	17
Dividends on 6.25% Series Preference Stock		4			4
Decrease in long-term debt interest expense		(5	)		(14	)
Interest accrued in 2005 for PJM billing dispute (Note 11)					(8	)
Increase in capitalized interest		(3	)		(5	)
Decrease in foreign currency exchange rates		(1	)		(4	)
Decrease in short-term debt interest expense		(1	)		(3	)
Other		(1	)		(3	)
	$			$	(16	)

Income Taxes

The increases in income taxes were due to:

	June 30, 2006 vs. June 30, 2005
	Three Months Ended			Six Months Ended
Higher pre-tax book income	$	16		$	81
Reduction in tax benefits related to nonconventional fuel tax credits		32			40
Decrease in tax expense on foreign earnings		(8	)
Transfer of WPD tax items in 2006 (Note 5)					(20	)
Other		3			3
	$	43		$	104

See Note 5 to the Financial Statements for details on effective income tax rates.

Discontinued Operations

In the second quarter of 2006, PPL recorded a $24 million loss on the sale of its ownership interest in the Griffith plant, which is net of a tax benefit of $16 million. The "Loss from Discontinued Operations" also includes the acceleration of net unrealized gains on derivatives associated with the Griffith plant of $7 million after tax.

In the second quarter of 2005, PPL reported a $47 million loss, which is net of a tax benefit of $26 million, in connection with the sale of its Sundance power plant.

See "Discontinued Operations" in Note 8 to the Financial Statements for information on these sales, along with information regarding operating losses recorded in 2006 and 2005 for the Griffith plant prior to the sale and for operating losses recorded in 2005 prior to the Sundance sale.

Financial Condition

Liquidity and Capital Resources

At June 30, 2006, PPL had $540 million of cash, cash equivalents and short-term investments and $44 million of short-term debt. At December 31, 2005, PPL had $618 million of cash, cash equivalents and short-term investments and $214 million of short-term debt. The $78 million decrease in PPL's cash, cash equivalents and short-term investments position was primarily the net result of:

· the retirement of $563 million of long-term debt;

· a net decrease in short-term debt of $171 million (excluding a $1 million impact of currency translation adjustments);

· the payment of $200 million of common stock dividends;

· $478 million of capital expenditures; and

· $25 million of net purchases of emission allowances; offset by

· $695 million of cash provided by operating activities;

· the issuance of $300 million of long-term debt;

· $245 million of net proceeds from the issuance of preference stock; and

· $115 million of proceeds from the sale of PPL's interest in the Griffith plant.

Convertible Senior Notes

The terms of PPL Energy Supply's 2.625% Convertible Senior Notes due 2023 include a market price trigger that permits holders to convert the notes during any fiscal quarter if the closing sale price of PPL's common stock exceeds $29.83 for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter. This market price trigger was met in the first and second quarters of 2006. Therefore, holders of the Convertible Senior Notes were entitled to convert their notes at any time during the second quarter of 2006 and are also entitled to convert their notes any time during the third quarter of 2006. When holders elect to convert the Convertible Senior Notes, PPL Energy Supply is required to settle the principal amount in cash and any conversion premium in cash or PPL common stock.

During the second quarter of 2006, Convertible Senior Notes in an aggregate principal amount of $29 million were presented for conversion, of which $15 million was settled in the second quarter of 2006 and the remaining $14 million was settled in the third quarter of 2006. The total conversion premium related to these conversions was $7 million, which was settled with 102,816 shares of PPL common stock and 130,612 shares of PPL common stock in the second and third quarters of 2006 along with an insignificant amount of cash in lieu of fractional shares. After such conversions, PPL Energy Supply had approximately $370 million of Convertible Senior Notes that could be presented for conversion in the third quarter of 2006. PPL and PPL Energy Supply have, and expect to continue to have, access to sufficient liquidity sources to fund any future conversions.

Preference Stock

In April 2006, PPL Electric sold 10 million depositary shares, each representing a quarter interest in a share of PPL Electric's 6.25% Series Preference Stock (Preference Shares), totaling $250 million. In connection with the sale of the depositary shares, PPL Electric issued 2.5 million Preference Shares, with a liquidation preference of $100 per share, to the bank acting as a depositary. PPL Electric used the net proceeds of $245 million from the offering to repurchase $200 million of its common stock held by PPL, and for other general corporate purposes. PPL used the $200 million received from PPL Electric to fund capital expenditures and for general corporate purposes.

Holders of the depositary shares are entitled to all proportional rights and preferences of the Preference Shares, including dividend, voting, redemption and liquidation rights, exercised through the depositary. The Preference Shares rank senior to PPL Electric's common stock and junior to its preferred stock, and they have no voting rights, except as provided by law.

Dividends on the Preference Shares will be paid when, as and if declared by the Board of Directors at a fixed annual rate of 6.25%, or $1.5625 per depositary share per year, and are not cumulative. PPL Electric may not pay dividends on, or redeem, purchase or make a liquidation payment with respect to any of its common stock, except in certain circumstances, unless full dividends on the Preference Shares have been paid for the then-current dividend period.

The Preference Shares do not have a stated maturity, and are not subject to sinking fund requirements. However, PPL Electric may, at its option, redeem the Preference Shares in whole or in part from time to time for $100 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends, on or after April 6, 2011. It is PPL Electric's intention to redeem or repurchase the Preference Shares only from the proceeds of the sale of certain qualifying securities having equity characteristics similar to or greater than the applicable equity characteristics of the Preference Shares. PPL Electric may decide to affirm this intention in the future by making an enforceable covenant in favor of holders of a specific series of its outstanding long-term debt securities.

Credit Facilities

In March 2006, PPL Energy Supply extended the expiration date of its 364-day reimbursement agreement, under which it can cause the bank to issue up to $200 million of letters of credit, to March 2007. In June 2006, PPL Energy Supply entered into a $1.9 billion Amended and Restated Five-Year Credit Agreement, which expires in June 2011. This credit agreement amended and restated and combined into one credit facility the following three five-year credit facilities of PPL Energy Supply: the $800 million facility expiring in June 2010, the $600 million facility expiring in June 2010 and the $500 million facility expiring in December 2010.

In June 2006, PPL Electric amended and restated the credit agreement for its $200 million five-year credit facility and extended the expiration date to June 2011. PPL Electric's $100 million three-year credit facility expired in June 2006 and was not renewed. In July 2006, PPL Electric extended the expiration date of the credit agreement related to its participation in an asset-backed commercial paper program to July 2007.

Debt Financings

PPL Energy Supply issued $300 million of 6.20% Senior Notes due 2016 (6.20% Notes) in May 2006 and issued an additional $150 million of the 6.20% Notes in July 2006. The 6.20% Notes may be redeemed at any time prior to maturity at PPL Energy Supply's option at make-whole redemption prices. In July 2006, PPL Energy Supply also issued $250 million of 7% Senior Notes due 2046 (7% Notes). The 7% Notes are not subject to redemption prior to July 15, 2011. On or after July 15, 2011, PPL Energy Supply may, at its option, redeem the 7% Notes, in whole or in part, at par. Proceeds from the sale of both the 6.20% Notes and 7% Notes are expected to be used for capital expenditures, including expenditures relating to PPL Energy Supply's installation of pollution control equipment at two of its coal-fired power plants in Pennsylvania, and for general corporate purposes.

In July 2006, Emel issued 3 million UF (inflation-indexed Chilean Pesos) denominated bonds in two series. The first series consists of 1 million UF denominated bonds that mature in 2011, are callable at par on or after June 1, 2009, and bear interest at 3.75%. The second series consists of 2 million UF denominated bonds with serial maturities from 2021 through 2027, which are callable on or after June 1, 2014, at a specified calculated value on the call date and bear interest at 4.50%. The proceeds will be used to pay in full Emel's 3 million UF denominated bond maturity in August 2006, which was approximately $102 million and has been classified as "Long-term Debt" on the Balance Sheet as of June 30, 2006.

Rating Agency Decisions

Moody's, S&P and Fitch periodically review the credit ratings on the debt and preferred securities of PPL and its subsidiaries. Based on their respective independent reviews, the rating agencies may make certain ratings revisions or ratings affirmations.

A credit rating reflects an assessment by the rating agency of the credit-worthiness associated with an issuer and particular securities that it issues. PPL's and its subsidiaries' credit ratings are based on information provided by PPL and other sources. The ratings of Moody's, S&P and Fitch are not a recommendation to buy, sell or hold any securities of PPL or its subsidiaries. Such ratings may be subject to revisions or withdrawal by these agencies at any time and should be evaluated independently of each other and any other rating that may be assigned to the securities. A downgrade in PPL's or its subsidiaries' credit ratings could result in higher borrowing costs and reduced access to capital markets.

Moody's

In March 2006, Moody's took the following actions related to the credit ratings of PPL and its subsidiaries:

· PPL - assigned a Baa2 issuer rating;

· PPL Capital Funding - upgraded the ratings of its senior unsecured debt and Medium Term Notes to Baa2 from Baa3 and subordinated debt to Baa3 from Ba1; and

· PPL Electric - upgraded the issuer rating to Baa1 from Baa2 and upgraded the ratings of its First Mortgage Bonds and Senior Secured Bonds to A3 from Baa1 and preferred stock to Baa3 from Ba1.

Moody's noted that PPL's financial performance improved in 2005 and that it expects PPL's financial performance to continue to improve in 2006. More specifically, Moody's stated that the upgrades were prompted by (i) expectations for higher earnings and cash flow over the next three years, (ii) the generally constructive regulatory situation for PPL Electric, which includes a pass through of generation-based energy costs related to its long-term, full-requirements power supply agreements that enable PPL Electric to meet its obligations as a PLR over the 2006-2009 period, and (iii) moderate expected growth in the volume of energy deliveries, which it indicated supports the expected stability of cash flows from regulated operations until the end of the regulatory transition period in 2009. Moody's acknowledged that the upgrade of PPL Electric takes into consideration the risk that PPL Electric may need to seek large rate increases in 2010, after the expiration of its current supply contracts, if market prices for wholesale power remain at or above current levels. Moody's indicated that the upgrade assumes that regulatory treatment will provide for reasonably timely recovery of increased costs and expenditures.

In March 2006, Moody's also reviewed the credit ratings of PPL Energy Supply and concluded that its ratings remain unchanged.

S&P

In connection with PPL Electric's issuance of Preference Shares in April 2006, S&P affirmed all of PPL Electric's credit ratings.

Fitch

In February 2006, Fitch's Europe, Middle East and Africa group implemented issuer default ratings (IDRs) based on its new IDR methodology. This implementation led to Fitch's assignment of the following IDRs and Fitch's revision of its ratings on the following securities currently outstanding at WPD and its affiliates:

· WPDH Limited IDR of BBB- and senior unsecured rating to BBB from BBB-;

· WPD LLP IDR of BBB, senior unsecured rating to BBB+ from BBB and preferred stock rating to BBB from BBB-; and

· WPD (South Wales) and WPD (South West) IDR of BBB+ and senior unsecured debt rating to A- from BBB+.

Fitch's outlook for WPD and its affiliates remains stable.

Capital Expenditures

The schedule below shows PPL's capital expenditure projections as of June 30, 2006, for the years 2006 through 2010.

			Projected
			2006		2007		2008		2009		2010
Construction expenditures (a)
	Generating facilities		$	266	$	233	$	180	$	202	$	174
	Transmission and distribution facilities			507		529		511		553		615
	Environmental			337		576		375		118		70
	Other			86		76		37		30		30
		Total Construction Expenditures		1,196		1,414		1,103		903		889
Nuclear fuel				79		92		97		97		99
		Total Capital Expenditures	$	1,275	$	1,506	$	1,200	$	1,000	$	988

(a) Construction expenditures include AFUDC and capitalized interest, which are expected to be $162 million for the 2006-2010 period.

PPL's capital expenditure projections for the years 2006-2010 total $6.0 billion. Capital expenditure plans are revised periodically to reflect changes in operational, market and regulatory conditions. The above schedule has been revised from that which was presented in PPL's 2005 Form 10-K, primarily to reflect the installation costs of cooling towers at the Brunner Island plant. See Note 11 to the Financial Statements for additional information.

PPL plans to fund all of its capital expenditures in 2006 with cash on hand, cash from operations and the issuance of debt securities.

For additional information on PPL's liquidity and capital resources, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," in PPL's 2005 Form 10-K.

Risk Management - Energy Marketing & Trading and Other

Market Risk

Commodity Price Risk (Non-trading)

PPL's non-trading commodity derivative contracts mature at various times through 2012. PPL segregates its non-trading activities as either hedge or economic. Transactions that are accounted for as hedge activity qualify for special hedge accounting treatment under SFAS 133, "Accounting for Derivative Instruments and Hedging Activities," as amended and interpreted. The non-trading economic category includes transactions that address a specific risk, but are not eligible for hedge accounting or hedge accounting is not elected. Included in the non-trading economic category are certain load-following energy obligations and related supply contracts, financial transmission rights, crude oil swaps to hedge rail transportation charges and hedges of synthetic fuel tax credits. The fair value of these non-trading economic contracts as of June 30, 2006, including net premiums on related options, was $84 million. The following chart sets forth PPL's net fair value of the non-trading contracts.

	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
Fair value of contracts outstanding at the beginning of the period	$	(111	)	$	(106	)	$	(284	)	$	(11	)
Contracts realized or otherwise settled during the period		1			(16	)		12			(23	)
Fair value of new contracts at inception					13						13
Other changes in fair values		11			(20	)		173			(108	)
Fair value of contracts outstanding at the end of the period	$	(99	)	$	(129	)	$	(99	)	$	(129	)

Beginning in January 2006, PPL instituted a program to hedge its exposures to changes in market prices of certain metals necessary for the scrubbers PPL is installing at the Brunner Island and Montour generating plants. These contracts, which qualify for cash flow hedge treatment, were designated as hedges in March 2006 and their fair values are included in the table above.

The following chart segregates estimated fair values of PPL's non-trading commodity derivative contracts at June 30, 2006, based on whether the fair values are determined by quoted market prices or other more subjective means.

	Fair Value of Contracts at Period-End Gains (Losses)
	Maturity Less Than 1 Year			Maturity 1-3 Years			Maturity 4-5 Years			Maturity in Excess of 5 Years		Total Fair Value
Source of Fair Value
Prices actively quoted	$	7		$	2		$	1				$	10
Prices provided by other external sources		(42	)		(159	)		(44	)	$	1		(244	)
Prices based on models and other valuation methods		79			56								135
Fair value of contracts outstanding at the end of the period	$	44		$	(101	)	$	(43	)	$	1	$	(99	)

The "Prices actively quoted" category includes the fair value of exchange-traded natural gas futures contracts quoted on the NYMEX. The NYMEX has currently quoted prices through 2011.

The "Prices provided by other external sources" category includes PPL's forward positions and options in natural gas and power and natural gas basis swaps at points for which over-the-counter (OTC) broker quotes are available. The fair value of electricity positions recorded above use the midpoint of the bid/ask spreads obtained through OTC brokers. On average, OTC quotes for forwards and swaps of natural gas and power extend one and two years into the future.

The "Prices based on models and other valuation methods" category includes the value of transactions for which an internally developed price curve was constructed as a result of the long-dated nature of the transaction or the illiquidity of the market point, or the value of options not quoted by an exchange or OTC broker. This category reflects the fair value of transactions completed in auction markets, where contract prices represent the market value for load-following, bundled energy prices delivered at specific, illiquid delivery points. The transaction prices associated with the contracts did not equal the wholesale bilateral market prices at inception (Day 1). However, EITF 02-3, "Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities," does not generally permit Day 1 gains and losses to be recognized unless the fair value is derived principally from observable market inputs. Therefore, PPL recorded a reserve for the modeled Day 1 gain, which is netted against the above fair values.

As of June 30, 2006, PPL estimated that a 10% adverse movement in market prices across all geographic areas and time periods, excluding the effect of any commodity price correlations, would have decreased the value of the commodity contracts in its non-trading portfolio by $244 million. For purposes of this calculation, an increase in the market price for electricity is considered an adverse movement because PPL's electricity portfolio is generally in a net sales position, and the decrease in the market price for fuel is considered an adverse movement because PPL's commodity fuels portfolio is generally in a net purchase position. PPL enters into these commodity contracts to reduce the market risk inherent in the generation of electricity.

In accordance with its marketing strategy, PPL does not completely hedge its generation output or fuel requirements. PPL estimates that for its entire portfolio, including all generation, emissions and physical and financial energy positions, a 10% adverse change in power prices across all geographic zones and time periods would decrease expected 2006 pre-tax gross margins by $6 million. Similarly, a 10% adverse movement in all fossil fuel prices would decrease 2006 gross margins by $51 million.

The data in the above tables includes the activity for PPL's synthetic fuel tax credit hedges. Additional information regarding these hedges can be found in the "Synthetic Fuel Tax Credit Risk" section below.

Commodity Price Risk (Trading)

PPL also executes energy contracts to take advantage of market opportunities. As a result, PPL may at times create a net open position in its portfolio that could result in significant losses if prices do not move in the manner or direction anticipated. The margins from these trading activities are shown in the Statement of Income as "Net energy trading margins."

PPL's trading contracts mature at various times through 2009. The following chart sets forth PPL's net fair value of trading contracts.

	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
Fair value of contracts outstanding at the beginning of the period	$	12		$	16		$	5		$	10
Contracts realized or otherwise settled during the period		(7	)		(3	)		(18	)		(7	)
Fair value of new contracts at inception		(1	)		1			3			4
Other changes in fair values		15			(3	)		29			4
Fair value of contracts outstanding at the end of the period	$	19		$	11		$	19		$	11

PPL will reverse $4 million of the $19 million unrealized trading gains over the next three months of 2006 as the transactions are realized.

The following chart segregates estimated fair values of PPL's trading portfolio at June 30, 2006, based on whether the fair values are determined by quoted market prices or other more subjective means.

	Fair Value of Contracts at Period-End Gains (Losses)
	Maturity Less Than 1 Year		Maturity 1-3 Years		Maturity 4-5 Years		Maturity in Excess of 5 Years	Total Fair Value
Source of Fair Value
Prices actively quoted	$	5	$	1				$	6
Prices provided by other external sources		8		2	$	2			12
Prices based on models and other valuation methods				1					1
Fair value of contracts outstanding at the end of the period	$	13	$	4	$	2		$	19

See "Commodity Price Risk (Non-trading)" for information on the various sources of fair value.

As of June 30, 2006, PPL estimated that a 10% adverse movement in market prices across all geographic areas and time periods, excluding the effect of any commodity price correlations, would have decreased the value of the commodity contracts in its trading portfolio by $24 million.

Interest Rate Risk

PPL and its subsidiaries have issued debt to finance their operations, which increases their interest expense risk. PPL utilizes various financial derivative products to adjust the mix of fixed and floating interest rates in its debt portfolio, adjust the duration of its debt portfolio and lock in treasury rates (and interest rate spreads over treasuries) in anticipation of future financing, when appropriate. Risk limits under the risk management program are designed to balance risk exposure to volatility in interest expense and changes in the fair value of PPL's debt portfolio due to changes in the absolute level of interest rates.

At June 30, 2006, PPL's potential annual exposure to increased interest expense, based on a 10% increase in interest rates, was $7 million.

PPL is also exposed to changes in the fair value of its domestic and international debt portfolios. At June 30, 2006, PPL estimated that its potential exposure to a change in the fair value of its debt portfolio, through a 10% adverse movement in interest rates, was $218 million.

PPL utilizes various risk management instruments to reduce its exposure to the expected future cash flow variability of its debt instruments. These risks include exposure to adverse interest rate movements for outstanding variable rate debt and for future anticipated financing. While PPL is exposed to changes in the fair value of these instruments, any changes in the fair value of these instruments are recorded in equity and then reclassified into earnings in the same period during which the item being hedged affects earnings. At June 30, 2006, the market value of these instruments, representing the amount PPL would receive upon their termination, was $64 million. At June 30, 2006, PPL estimated that its potential exposure to a change in the fair value of these instruments, through a 10% adverse movement in the hedged exposure, was $51 million.

PPL also utilizes various risk management instruments to adjust the mix of fixed and floating interest rates in its debt portfolio. While PPL is exposed to changes in the fair value of these instruments, any change in market value is recorded with an equal and offsetting change in the value of the debt being hedged. At June 30, 2006, PPL estimated that its potential additional exposure to a change in the fair value of these instruments, through a 10% adverse movement in interest rates, was $12 million.

Foreign Currency Risk

PPL is exposed to foreign currency risk, primarily through investments in affiliates in the U.K. and Latin America. In addition, PPL may make purchases of equipment in currencies other than U.S. dollars.

PPL has adopted a foreign currency risk management program designed to hedge certain foreign currency exposures, including firm commitments, recognized assets or liabilities and net investments. In addition, PPL enters into financial instruments to protect against foreign currency translation risk of expected earnings.

To protect 2006 expected income in Chilean pesos, PPL entered into an average rate forward for 8 billion Chilean pesos. The settlement date of this forward is November 2006. At June 30, 2006, the market value of this position, representing the amount PPL would receive upon its termination, was insignificant. PPL estimated that its potential additional exposure to a change in the market value of this instrument, through a 10% adverse movement in foreign currency exchange rates, was insignificant at June 30, 2006.

To protect 2006 expected income denominated in British pounds sterling, PPL entered into a combination of average rate forwards and average rate options for £88 million. These forwards and options terminate in November 2006. At June 30, 2006, the market value of these positions, representing the amount PPL would pay upon their termination, was $1 million. PPL estimated that its potential additional exposure to a change in the market value of these instruments, through a 10% adverse movement in foreign currency exchange rates, was $2 million at June 30, 2006.

WPDH Limited holds a net position in cross-currency swaps totaling $1.1 billion to hedge the interest payments and value of its U.S. dollar-denominated bonds with maturity dates ranging from December 2006 to December 2028. The estimated value of this position at June 30, 2006, being the amount PPL would pay to terminate it, including accrued interest, was $271 million. PPL estimated that its potential additional exposure to a change in the market value of these instruments, through a 10% adverse movement in foreign currency exchange rates, was $139 million at June 30, 2006.

On the Statement of Income, gains and losses associated with hedges of interest payments denominated in foreign currencies are reflected in "Interest Expense." Gains and losses associated with the purchase of equipment are reflected in "Depreciation." Gains and losses associated with net investment hedges remain in "Accumulated other comprehensive loss" on the Balance Sheets until the investment is sold or substantially liquidated.

Nuclear Decommissioning Trust Funds - Securities Price Risk

In connection with certain NRC requirements, PPL Susquehanna maintains trust funds to fund certain costs of decommissioning the Susquehanna station. As of June 30, 2006, these funds were invested primarily in domestic equity securities and fixed-rate, fixed-income securities and are reflected at fair value on PPL's Balance Sheet. The mix of securities is designed to provide returns to be used to fund Susquehanna's decommissioning and to compensate for inflationary increases in decommissioning costs. However, the equity securities included in the trusts are exposed to price fluctuation in equity markets, and the values of fixed-rate, fixed-income securities in the trusts are exposed to changes in interest rates. PPL Susquehanna actively monitors the investment performance and periodically reviews asset allocation in accordance with its nuclear decommissioning trust policy statement. At June 30, 2006, a hypothetical 10% increase in interest rates and a 10% decrease in equity prices would have resulted in an estimated $34 million reduction in the fair value of the trust assets. See Note 21 in PPL's 2005 Form 10-K for more information regarding the nuclear decommissioning trust funds.

Synthetic Fuel Tax Credit Risk

At this time, PPL expects that the current high level and the volatility of crude oil prices will reduce the amount of synthetic fuel tax credits that PPL receives through its synthetic fuel production. The tax credits are reduced if the annual average wellhead price of domestic crude oil falls within a phase-out range. The tax credits are eliminated if this reference price exceeds the phase-out range. See "Regulatory Issues - IRS Synthetic Fuels Tax Credits" in Note 11 to the Financial Statements for more information regarding the phase-out of the tax credits and shutdown of synfuel projects.

PPL implemented a risk management strategy to hedge a portion of the variability of cash flows associated with its 2006 and 2007 synthetic fuel tax credits by hedging the risk that the 2006 and 2007 annual average wellhead price for domestic crude oil will be within the phase-out range.

PPL purchased options in 2005 to mitigate some of the reductions in synthetic fuel tax credits if the annual average wellhead price for 2006 and 2007 falls within the applicable phase-out range. These positions did not qualify for hedge accounting treatment. The mark-to-market value of these positions at June 30, 2006, was a gain of $57 million. Of this total, $24 million and $47 million was recorded during the three and six months ended June 30, 2006, and is reflected in "Energy-related businesses" revenues on the Statements of Income.

As of June 30, 2006, PPL estimated that a 10% adverse movement in market prices of crude oil would have decreased the value of the synthetic fuel hedges by $39 million. For purposes of this calculation, a decrease in the market price for crude oil is considered an adverse movement.

Related Party Transactions

PPL is not aware of any material ownership interests or operating responsibility by senior management of PPL, PPL Energy Supply or PPL Electric in outside partnerships, including leasing transactions with variable interest entities, or other entities doing business with PPL.

For additional information on related party transactions, see Note 12 to the Financial Statements.

Acquisitions, Development and Divestitures

From time to time, PPL and its subsidiaries are involved in negotiations with third parties regarding acquisitions and dispositions of businesses and assets, joint ventures and development projects, which may or may not result in definitive agreements. Any such transactions may impact future financial results. See Note 8 to the Financial Statements for information regarding recent transactions.

PPL is currently planning incremental capacity increases of 270 MW at several existing domestic generating facilities. Offsetting this increase is an expected 30 MW reduction in generation capability at each of the Brunner Island and Montour plants, due to the estimated increases in station service usage during the scrubber operation. See Note 11 for additional information.

PPL is continuously reexamining development projects based on market conditions and other factors to determine whether to proceed with these projects, sell them, cancel them, expand them, execute tolling agreements or pursue other opportunities.

Environmental Matters

See Note 11 to the Financial Statements for a discussion of environmental matters.

New Accounting Standards

See Note 18 to the Financial Statements for a discussion of new accounting standards recently adopted or pending adoption.

Application of Critical Accounting Policies

PPL's financial condition and results of operations are impacted by the methods, assumptions and estimates used in the application of critical accounting policies. The following accounting policies are particularly important to the financial condition or results of operations of PPL, and require estimates or other judgments of matters inherently uncertain: price risk management, pension and other postretirement benefits, asset impairment, leasing, loss accruals and asset retirement obligations.

See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," in PPL's 2005 Form 10-K for a discussion of each critical accounting policy. PPL's senior management has reviewed these critical accounting policies, and the estimates and assumptions regarding them, with its Audit Committee. In addition, PPL's senior management reviewed the Form 10-K disclosures regarding the application of these critical accounting policies with the Audit Committee.

PPL ENERGY SUPPLY, LLC AND SUBSIDIARIES

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

PPL Energy Supply is an energy company with headquarters in Allentown, PA. In PPL Energy Supply's 2005 Form 10-K, descriptions of its domestic and international businesses are found in "Item 1. Business - Background" and a listing of its principal subsidiaries is shown in Exhibit 99(a). Through its subsidiaries, PPL Energy Supply is primarily engaged in the generation and marketing of electricity in two key markets - the northeastern and western U.S. - and in the delivery of electricity in the U.K. and Latin America. PPL Energy Supply's reportable segments are Supply and International Delivery. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Overview" in PPL Energy Supply's 2005 Form 10-K for an overview of PPL Energy Supply's strategy and the risks and the challenges that it faces in its business. See "Forward-Looking Information," Note 11 to the Financial Statements and the rest of this Item 2 in this Form 10-Q and "Item 1A. Risk Factors" and the rest of Item 7 in PPL Energy Supply's 2005 Form 10-K for more information concerning the material risks and uncertainties that PPL Energy Supply faces in its businesses and with respect to its future earnings.

The following information should be read in conjunction with PPL Energy Supply's Condensed Consolidated Financial Statements and the accompanying Notes and in conjunction with PPL Energy Supply's 2005 Form 10-K.

Terms and abbreviations are explained in the glossary. Dollars are in millions unless otherwise noted.

Results of Operations

The following discussion begins with a summary of PPL Energy Supply's earnings. "Results of Operations" continues with a review of results by reportable segment and a description of key factors by segment that management expects may impact future earnings. This section ends with explanations of significant changes in principal items on PPL Energy Supply's Statements of Income, comparing the three and six months ended June 30, 2006, with the same periods in 2005.

Earnings

Net income was as follows.

Three Months Ended June 30,				Six Months Ended June 30,
2006		2005		2006		2005
$	158	$	104	$	388	$	259

The changes in net income from period to period were, in part, attributable to several significant items that management considers unusual. Details of these unusual items are provided within the review of each segment's earnings.

The period-to-period changes in significant earnings components, including domestic gross energy margins by region and significant income statement line items, are explained in the "Statement of Income Analysis."

The Statements of Income reflect the results of past operations and are not intended as any indication of future operating results. Future operating results will necessarily be affected by various and diverse factors and developments. Furthermore, because results for interim periods can be disproportionately influenced by various factors and developments and by seasonal variations, the results of operations for interim periods do not necessarily indicate results or trends for the year.

Segment Results

Net income by segment was:

		Three Months Ended June 30,				Six Months Ended June 30,
		2006		2005		2006		2005
Supply		$	79	$	50	$	228	$	143
International Delivery			79		54		160		116
	Total	$	158	$	104	$	388	$	259

Supply Segment

The Supply segment primarily consists of the domestic energy marketing, domestic generation and domestic development operations of PPL Energy Supply.

The Supply segment results in 2006 and 2005 reflect the reclassification of the Griffith plant revenues and expenses from certain income statement line items to "Loss from Discontinued Operations." The Supply segment results in 2005 also reflect the reclassification of the Sundance plant revenues and expenses from certain income statement line items to "Loss from Discontinued Operations." See Note 8 to the Financial Statements for further discussion.

Supply segment net income was:

			Three Months Ended June 30,				Six Months Ended June 30,
			2006		2005		2006		2005
Energy revenues			$	799	$	648	$	1,615	$	1,370
Energy-related businesses				134		142		284		258
	Total operating revenues			933		790		1,899		1,628
Fuel and energy purchases				406		293		783		633
Other operation and maintenance				188		179		365		378
Depreciation				35		35		69		68
Taxes, other than income				10		10		19		21
Energy-related businesses				127		156		274		288
	Total operating expenses			766		673		1,510		1,388
Other Income - net				10		7		20		12
Interest Expense				18		19		34		41
Income Taxes				60		4		126		14
Minority Interest				1		1		1		1
Loss from Discontinued Operations				19		50		20		53
		Total	$	79	$	50	$	228	$	143

The after-tax change in net income was due to the following factors, including discontinued operations.

	June 30, 2006 vs. June 30, 2005
	Three Months Ended			Six Months Ended
Eastern U.S. non-trading margins	$	13		$	39
Northwestern U.S. non-trading margins		6			19
Southwestern U.S. non-trading margins		(1	)		1
Net energy trading margins		2			(1	)
Operation and maintenance expenses		(12	)		(16	)
Interest expense		1			4
Earnings from synfuel projects		(15	)		(12	)
Other		4			1
Unusual items		31			50
	$	29		$	85

The following after-tax items, which management considers unusual, had a significant impact on Supply segment earnings.

		Three Months Ended June 30,						Six Months Ended June 30,
		2006			2005			2006			2005
Sale of Sundance plant (Note 8)					$	(47	)				$	(47	)
Loss related to sale of interest in the Griffith plant (Note 8)		$	(17	)				$	(17	)
Reduction in Enron reserve (Note 2)			2						11
Off-site remediation of ash basin leak (Note 11)			5						6
Settlement of NorthWestern litigation												(6	)
Impairment of synfuel facilities (Note 11)			(6	)					(6	)
Acceleration of stock-based compensation expense for periods prior to 2005 (Note 9)												(3	)
	Total	$	(16	)	$	(47	)	$	(6	)	$	(56	)

· See "Domestic Gross Energy Margins" for an explanation of non-trading margins by geographic region and for an explanation of net energy trading margins.

· Higher operation and maintenance expenses in both periods were primarily due to the nuclear refueling outage, inspection costs at the Susquehanna station and outages at the Brunner Island and Martins Creek plants in 2006. The costs of these outages exceeded the costs of the 2005 planned outage at Montour and a short-duration outage at the Susquehanna station.

· In May 2005, a subsidiary of PPL Energy Supply completed the sale of its 450 MW Sundance power plant located in Pinal County, Arizona to Arizona Public Service Company for $190 million in cash. The subsidiary recorded a loss on the sale of $47 million after tax.

· In June 2006, a subsidiary of PPL Energy Supply completed the sale of its 50% ownership in the 600 MW Griffith power plant located in Kingman, Arizona, for $115 million in cash. The subsidiary recorded a loss on the sale of $24 million after tax. Another subsidiary of PPL Energy Supply recorded the acceleration of net unrealized gains on derivatives associated with the plant of $7 million after tax.

· In June 2006, PPL reduced its estimate of the costs for the remediation of the Martins Creek ash basin leak. This adjustment increased earnings by $5 million after tax in the second quarter. Most of this reduction was related to an insurance claim settlement.

· The decline in earnings contribution from synfuel projects resulted from lower recognition of synthetic fuel tax credits due to the anticipated phase-out of synthetic fuel tax credits starting in 2006, partially offset by unrealized gains on options purchased to hedge a portion of the risk associated with the phase-out of the synthetic fuel tax credits for 2006 and 2007. In June 2006, based upon observed and forecasted higher crude oil prices and projected cash flows, PPL Energy Supply fully impaired its synfuel-related assets. This adjustment decreased earnings by $6 million after tax.

· In 2006, PPL Energy Supply decreased its reserve on claims related to the Enron bankruptcy. These adjustments increased earnings by $11 million after tax.

· In the first quarter of 2005, PPL Energy Supply recognized a charge of $6 million after tax for a loss contingency related to the litigation with NorthWestern. In September 2005, PPL Energy Supply and NorthWestern reached a final agreement to settle this litigation.

Outlook

PPL Energy Supply is projecting higher energy margins for its Supply segment in 2006 compared with 2005. This increase is primarily driven by an 8.4% increase in PLR sale prices as well as higher prices for wholesale electricity sales and higher hydroelectric generation output in the western U.S. These benefits are expected to be partially offset by increased fuel and fuel transportation expenses, higher operation and maintenance expenses and reduced earnings from synfuel projects. See "Regulatory Issues - IRS Synthetic Fuels Tax Credits" in Note 11 to the Financial Statements for a discussion of the tax credits that PPL Energy Supply has earned in connection with its synfuel projects and the impact of higher oil prices on future tax credits.

International Delivery Segment

The International Delivery segment includes operations of the international energy businesses of PPL Global that are primarily focused on the distribution of electricity. Substantially all of PPL Global's international businesses are located in the U.K., Chile, El Salvador and Bolivia.

International Delivery segment net income was:

			Three Months Ended June 30,				Six Months Ended June 30,
			2006		2005		2006		2005
Utility revenues			$	310	$	284	$	633	$	577
Energy-related businesses				24		19		45		37
	Total operating revenues			334		303		678		614
Energy purchases				83		65		164		128
Other operation and maintenance				67		63		134		124
Depreciation				41		38		82		76
Taxes, other than income				15		15		27		29
Energy-related businesses				10		7		19		13
	Total operating expenses			216		188		426		370
Other Income - net				25		4		25		7
Interest Expense				51		52		99		102
Income Taxes				12		12		15		30
Minority Interest				1		1		3		3
		Total	$	79	$	54	$	160	$	116

The after-tax change in net income was due to the following factors.

		June 30, 2006 vs. June 30, 2005
		Three Months Ended			Six Months Ended
U.K.
	Delivery margins	$	7		$	25
	Operation and maintenance expenses		(6	)		(13	)
	Income taxes		1			22
	Impact of changes in foreign currency exchange rates		(4	)		(11	)
	Impairment of investment in U.K. real estate (Note 8)					(6	)
	Hyder liquidation distribution (Note 8)		24			24
	Other		2			4
Latin America			3			8
U.S. income taxes			(4	)		(10	)
Other			2
Unusual item - collection of receivable from Enron						1
		$	25		$	44

· The U.K.'s earnings were positively impacted by higher margins, primarily due to price increases and 2% higher sales volumes for the six months ended June 30, 2006.

· In the second quarter of 2006, WPD received $24 million as an initial distribution related to the planned ongoing liquidation of Hyder's non-electricity delivery businesses. PPL Energy Supply does not expect income from the sale or liquidation of Hyder's non-electricity delivery businesses to continue at the same level in 2007 as occurred in 2006.

· Lower U.K. income taxes in 2006 were due to the transfer of a future tax liability from WPD and certain surplus tax losses from Hyder to a former Hyder affiliate. See Note 5 to the Financial Statements for additional information.

· Changes in foreign exchange rates decreased WPD's portion of revenue and expense line items by 5% in the three months ended June 30, 2006, and 6% in the six months ended June 30, 2006, compared with the same periods in 2005.

Outlook

PPL Energy Supply projects that the International Delivery segment will have slightly higher earnings in 2006 compared with 2005, reflecting the same factors that affected this segment's earnings in the first half of 2006.

Statement of Income Analysis --

Domestic Gross Energy Margins

The following table provides pre-tax changes in the income statement line items that comprise domestic gross energy margins.

			June 30, 2006 vs. June 30, 2005
			Three Months Ended			Six Months Ended
Wholesale energy marketing			$	120		$	189
Wholesale energy marketing to affiliate				31			62
Unregulated retail electric				(3	)		(3	)
Net energy trading margins				3			(3	)
Other revenue adjustments (a)				(11	)		(2	)
	Total revenues			140			243
Fuel				42			18
Energy purchases				82			160
Energy purchases from affiliate				7			8
Other cost adjustments (a)				(37	)		(54	)
	Total cost of sales			94			132
		Domestic gross energy margins	$	46		$	111

(a) Adjusted to exclude the impact of any revenues and costs not associated with domestic gross energy margins; in particular, revenues and energy costs related to the international operations of PPL Global. Also adjusted to include the margins of the Griffith and Sundance plants prior to their sales in June 2006 and May 2005, which are included in "Loss from Discontinued Operations," and gains or losses on sales of emission allowances, which are included in "Other operation and maintenance" expenses on the Statements of Income.

Changes in Domestic Gross Energy Margins By Region

Domestic gross energy margins are generated through PPL Energy Supply's normal hedging (non-trading) activities, as well as trading activities. PPL Energy Supply manages its non-trading energy business on a geographic basis that is aligned with its generation assets. Additionally, beginning in 2006, PPL Energy Supply further segregates non-trading activities into two categories: non-trading hedge activity and non-trading economic activity. Non-trading economic activity represents the net unrealized effect of derivative transactions that are entered into as economic hedges, but do not qualify for hedge accounting under SFAS 133, "Accounting for Derivative Instruments and Hedging Activities," as amended and interpreted.

			June 30, 2006 vs. June 30, 2005
			Three Months Ended			Six Months Ended
Non-trading
		Eastern U.S.	$	22		$	67
		Northwestern U.S.		10			33
		Southwestern U.S.		(1	)		2
Net energy trading				15			9
	Domestic gross energy margins		$	46		$	111

Eastern U.S.

Eastern U.S. non-trading margins were higher in the second quarter of 2006 compared with the same period in 2005, primarily because of an 8.4% increase in PLR sale prices in accordance with the schedule established by the PUC Final Order. Also contributing to the increase in margins was higher generation output of 19% from the coal facilities and lower reliance on higher-cost oil and gas units in 2006. Partially offsetting these improvements were lower nuclear generation of 8% as well as higher coal prices, which were up 18%.

Non-trading margins included an unrealized loss of $13 million for the quarter due to commodity price movements on forward energy contracts used to economically hedge wholesale marketing activities.

Eastern U.S. non-trading margins were higher for the six months ended June 30, 2006, compared with the same period in 2005, primarily because of an 8.4% increase in PLR sale prices in accordance with the schedule established by the PUC Final Order. Also contributing to the increase in margins were higher sales prices and lower reliance on higher-cost oil and gas units in 2006. Partially offsetting these improvements were lower nuclear generation of 4% as well as higher coal prices, which were up 18%.

Non-trading margins included an unrealized loss of $1 million for the first six months due to commodity price movements on forward energy contracts used to economically hedge wholesale marketing activities.

Northwestern U.S.

Northwestern U.S. non-trading margins were higher in the second quarter of 2006 compared with the same period in 2005, primarily due to a 13% increase in hydroelectric generation output. Also contributing were higher average sales prices, which were up 11%.

Northwestern U.S. non-trading margins were higher for the six months ended June 30, 2006, compared with the same period in 2005, primarily due to a 22% increase in hydroelectric generation output.

Net Energy Trading

PPL Energy Supply enters into certain energy contracts that meet the criteria of trading derivatives as defined by EITF Issue 02-3, "Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities." These physical and financial contracts cover trading activity associated with electricity, gas and oil.

Net energy trading margins increased by $15 million in the second quarter of 2006 compared with the same period in 2005. This increase was primarily due to an $11 million net gain reclassified as trading activity for hedge (non-trading) transactions related to the Griffith plant after the announced plan to sell PPL Energy Supply's interest in the plant (see Note 8 to the Financial Statements).

The physical volumes for electricity and gas associated with energy trading for the three months ended June 30, 2006, were 1,694 GWh and 5.0 Bcf, compared with 1,200 GWh and 3.1 Bcf in the same period last year. The physical volumes for electricity and gas associated with energy trading for the six months ended June 30, 2006, were 3,779 GWh and 9.3 Bcf, compared with 2,265 GWh and 7.6 Bcf in the same period last year.

The amount of energy trading margins from unrealized transactions was an $8 million gain in the second quarter of 2006 compared with a $6 million loss in the same period last year. The amount of energy trading margins from unrealized transactions was a $12 million gain for the six months ended June 30, 2006, compared with a $1 million loss in the same period last year.

Utility Revenues

The increases in utility revenues were attributable to:

			June 30, 2006 vs. June 30, 2005
			Three Months Ended			Six Months Ended
International:
	Retail electric delivery (PPL Global)
		U.K.	$	13		$	38
		Chile		12			21
		El Salvador		4			7
		Bolivia		1			3
	Foreign currency exchange rates			(4	)		(13	)
			$	26		$	56

The increases in utility revenues, excluding foreign currency exchange rates impacts, for both periods were primarily due to:

· increases of 1% and 2% in sales volumes in the U.K. for the three and six months ended June 30, 2006, compared with the same periods in 2005, and higher average prices overall;

· increases of 7% in Chilean electric delivery sales volumes and higher average prices overall; and

· increases of 7% and 8% in electric delivery sales volumes in El Salvador for the three and six months ended June 30, 2006, compared with the same periods in 2005, and higher average prices overall.

Energy-related Businesses

Energy-related businesses contributed $23 million more to operating income for the three months ended June 30, 2006, compared with the same period in 2005. The increase was primarily attributable to $21 million of higher pre-tax contributions from synfuel projects. This reflects:

· an $18 million net unrealized gain on options purchased to hedge a portion of the risk associated with the phase-out of the synthetic fuel tax credits for 2006 and 2007; and

· $13 million of lower operating losses due to lower production levels; partially offset by

· an impairment charge of $10 million on the synfuel-related assets.

Energy-related businesses contributed $42 million more to operating income for the six months ended June 30, 2006, compared with the same period in 2005. The increase was primarily attributable to $41 million of higher pre-tax contributions from synfuel projects. This reflects:

· a $41 million net unrealized gain on options purchased to hedge a portion of the risk associated with the phase-out of the synthetic fuel tax credits for 2006 and 2007; and

· $10 million of lower operating losses due to lower production levels; partially offset by

· an impairment charge of $10 million on the synfuel-related assets.

See Note 11 to the Financial Statements for an overall assessment of synthetic fuel tax credits and a further discussion of the impairment of these facilities.

Other Operation and Maintenance

The increase (decrease) in other operation and maintenance expenses was due to:

	June 30, 2006 vs. June 30, 2005
	Three Months Ended			Six Months Ended
Reduction in Enron reserve (Note 2)	$	(4	)	$	(19	)
Martins Creek ash basin remediation adjustment (Note 11)		(8	)		(11	)
NorthWestern litigation accrual in March 2005					(9	)
Stock-based compensation (Note 9)		(2	)		(5	)
Susquehanna plant refueling and inspection costs		7			12
Outage costs at Martins Creek and Brunner Island plants		4			8
Increase in allocation of corporate service costs (Note 12)		5			7
Increase in domestic and international pension and postretirement costs		4			6
Increase in international operation and maintenance expenses		2			5
Lower gains on sales of emission allowances		8			2
Other		(3	)		1
	$	13		$	(3	)

Depreciation

The increases in depreciation expense were due to:

	June 30, 2006 vs. June 30, 2005
	Three Months Ended			Six Months Ended
Additions to PP&E	$	4		$	9
Reduction of useful lives of certain assets		2			4
Foreign currency exchange rates		(2	)		(4	)
Extension of useful lives of certain generation assets		(1	)		(2	)
	$	3		$	7

Other Income - net

See Note 13 to the Financial Statements for details of other income.

Interest Expense

The decreases in interest expense, which includes "Interest Expense with Affiliates," were due to:

	June 30, 2006 vs. June 30, 2005
	Three Months Ended			Six Months Ended
Increase in long-term debt interest expense	$	7		$	11
Decrease in interest expense with affiliates		(3	)		(7	)
Increase in capitalized interest		(3	)		(5	)
Decrease in foreign currency exchange rates		(1	)		(4	)
Decrease in short-term debt interest expense		(1	)		(3	)
Other		(1	)		(2	)
	$	(2	)	$	(10	)

Income Taxes

The increases in income taxes were due to:

	June 30, 2006 vs. June 30, 2005
	Three Months Ended			Six Months Ended
Higher pre-tax book income	$	28		$	75
Reduction in tax benefits related to nonconventional fuel tax credits		32			40
Decrease in tax expense on foreign earnings		(8	)
Transfer of WPD tax items in 2006 (Note 5)					(20	)
Other		4			2
	$	56		$	97

See Note 5 to the Financial Statements for details on effective income tax rates.

Discontinued Operations

In the second quarter of 2006, PPL Energy Supply recorded a $24 million loss on the sale of its ownership interest in the Griffith plant, which is net of a tax benefit of $16 million. The "Loss from Discontinued Operations" also includes the acceleration of net unrealized gains on derivatives associated with the Griffith plant of $7 million after tax.

In the second quarter of 2005, PPL Energy Supply reported a $47 million loss, which is net of a tax benefit of $26 million, in connection with the sale of its Sundance power plant.

See "Discontinued Operations" in Note 8 to the Financial Statements for information on these sales, along with information regarding operating losses recorded in 2006 and 2005 for the Griffith plant prior to the sale and for operating losses recorded in 2005 prior to the Sundance sale.

Financial Condition

Liquidity and Capital Resources

At June 30, 2006, PPL Energy Supply had $324 million of cash, cash equivalents and short-term investments and $2 million of short-term debt. At December 31, 2005, PPL Energy Supply had $260 million of cash, cash equivalents and short-term investments and $180 million of short-term debt (including a note payable to an affiliate). The $64 million increase in PPL Energy Supply's cash, cash equivalents and short-term investments position was primarily the net result of:

· $498 million of cash provided by operating activities;

· the issuance of $300 million of long-term debt;

· contributions from Member of $116 million; and

· $115 million of proceeds from the sale of PPL Energy Supply's interest in the Griffith plant; offset by

· a net decrease in short-term debt (including a note payable to an affiliate) of $179 million (excluding a $1 million impact of currency translation adjustments);

· distributions to Member of $366 million;

· $360 million of capital expenditures; and

· $25 million of net purchases of emission allowances.

Convertible Senior Notes

The terms of PPL Energy Supply's 2.625% Convertible Senior Notes due 2023 include a market price trigger that permits holders to convert the notes during any fiscal quarter if the closing sale price of PPL's common stock exceeds $29.83 for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter. This market price trigger was met in the first and second quarters of 2006. Therefore, holders of the Convertible Senior Notes were entitled to convert their notes at any time during the second quarter of 2006 and are also entitled to convert their notes any time during the third quarter of 2006. When holders elect to convert the Convertible Senior Notes, PPL Energy Supply is required to settle the principal amount in cash and any conversion premium in cash or PPL common stock.

During the second quarter of 2006, Convertible Senior Notes in an aggregate principal amount of $29 million were presented for conversion, of which $15 million was settled in the second quarter of 2006 and the remaining $14 million was settled in the third quarter of 2006. The total conversion premium related to these conversions was $7 million, which was settled with 102,816 shares of PPL common stock and 130,612 shares of PPL common stock in the second and third quarters of 2006 along with an insignificant amount of cash in lieu of fractional shares. After such conversions, PPL Energy Supply had approximately $370 million of Convertible Senior Notes that could be presented for conversion in the third quarter of 2006. PPL and PPL Energy Supply have, and expect to continue to have, access to sufficient liquidity sources to fund any future conversions.

Credit Facilities

In March 2006, PPL Energy Supply extended the expiration date of its 364-day reimbursement agreement, under which it can cause the bank to issue up to $200 million of letters of credit, to March 2007. In June 2006, PPL Energy Supply entered into a $1.9 billion Amended and Restated Five-Year Credit Agreement, which expires in June 2011. This credit agreement amended and restated and combined into one credit facility the following three five-year credit facilities of PPL Energy Supply: the $800 million facility expiring in June 2010, the $600 million facility expiring in June 2010 and the $500 million facility expiring in December 2010.

Debt Financings

PPL Energy Supply issued $300 million of 6.20% Senior Notes due 2016 (6.20% Notes) in May 2006 and issued an additional $150 million of the 6.20% Notes in July 2006. The 6.20% Notes may be redeemed at any time prior to maturity at PPL Energy Supply's option at make-whole redemption prices. In July 2006, PPL Energy Supply also issued $250 million of 7% Senior Notes due 2046 (7% Notes). The 7% Notes are not subject to redemption prior to July 15, 2011. On or after July 15, 2011, PPL Energy Supply may, at its option, redeem the 7% Notes, in whole or in part, at par. Proceeds from the sale of both the 6.20% Notes and 7% Notes are expected to be used for capital expenditures, including expenditures relating to PPL Energy Supply's installation of pollution control equipment at two of its coal-fired power plants in Pennsylvania, and for general corporate purposes.

In July 2006, Emel issued 3 million UF (inflation-indexed Chilean Pesos) denominated bonds in two series. The first series consists of 1 million UF denominated bonds that mature in 2011, are callable at par on or after June 1, 2009, and bear interest at 3.75%. The second series consists of 2 million UF denominated bonds with serial maturities from 2021 through 2027, which are callable on or after June 1, 2014, at a specified calculated value on the call date and bear interest at 4.50%. The proceeds will be used to pay in full Emel's 3 million UF denominated bond maturity in August 2006, which was approximately $102 million and has been classified as "Long-term Debt" on the Balance Sheet as of June 30, 2006.

Rating Agency Decisions

Moody's, S&P and Fitch periodically review the credit ratings on the debt and preferred securities of PPL Energy Supply and its subsidiaries. Based on their respective independent reviews, the rating agencies may make certain ratings revisions or ratings affirmations.

A credit rating reflects an assessment by the rating agency of the credit-worthiness associated with an issuer and particular securities that it issues. PPL Energy Supply's and its subsidiaries' credit ratings are based on information provided by PPL Energy Supply and other sources. The ratings of Moody's, S&P and Fitch are not a recommendation to buy, sell or hold any securities of PPL Energy Supply or its subsidiaries. Such ratings may be subject to revisions or withdrawal by these agencies at any time and should be evaluated independently of each other and any other rating that may be assigned to the securities. A downgrade in PPL Energy Supply's or its subsidiaries' credit ratings could result in higher borrowing costs and reduced access to capital markets.

In March 2006, Moody's reviewed the credit ratings of PPL Energy Supply and concluded that its ratings remain unchanged.

In February 2006, Fitch's Europe, Middle East and Africa group implemented issuer default ratings (IDRs) based on its new IDR methodology. This implementation led to Fitch's assignment of the following IDRs and Fitch's revision of its ratings on the following securities currently outstanding at WPD and its affiliates:

· WPDH Limited IDR of BBB- and senior unsecured rating to BBB from BBB-;

· WPD LLP IDR of BBB, senior unsecured rating to BBB+ from BBB and preferred stock rating to BBB from BBB-; and

· WPD (South Wales) and WPD (South West) IDR of BBB+ and senior unsecured debt rating to A- from BBB+.

Fitch's outlook for WPD and its affiliates remains stable.

Capital Expenditures

The schedule below shows PPL Energy Supply's capital expenditure projections as of June 30, 2006, for the years 2006 through 2010.

			Projected
			2006		2007		2008		2009		2010
Construction expenditures (a)
	Generating facilities		$	266	$	233	$	180	$	202	$	174
	Transmission and distribution facilities			291		289		291		298		310
	Environmental			337		576		375		118		70
	Other			36		37		2		2		2
		Total Construction Expenditures		930		1,135		848		620		556
Nuclear fuel				79		92		97		97		99
		Total Capital Expenditures	$	1,009	$	1,227	$	945	$	717	$	655

(a) Construction expenditures include AFUDC and capitalized interest, which are expected to be $147 million for the 2006-2010 period.

PPL Energy Supply's capital expenditure projections for the years 2006-2010 total $4.6 billion. Capital expenditure plans are revised periodically to reflect changes in operational, market and regulatory conditions. The above schedule has been revised from that which was presented in PPL Energy Supply's 2005 Form 10-K, primarily to reflect the installation costs of cooling towers at the Brunner Island plant. See Note 11 to the Financial Statements for additional information.

PPL Energy Supply plans to fund all of its capital expenditures in 2006 with cash on hand, cash from operations and the issuance of debt securities.

For additional information on PPL Energy Supply's liquidity and capital resources, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," in PPL Energy Supply's 2005 Form 10-K.

Risk Management - Energy Marketing & Trading and Other

Market Risk

Commodity Price Risk (Non-Trading)

PPL Energy Supply's non-trading commodity derivative contracts mature at various times through 2012. PPL Energy Supply segregates its non-trading activities as either hedge or economic. Transactions that are accounted for as hedge activity qualify for special hedge accounting treatment under SFAS 133, "Accounting for Derivative Instruments and Hedging Activities," as amended and interpreted. The non-trading economic category includes transactions that address a specific risk, but are not eligible for hedge accounting or hedge accounting is not elected. Included in the non-trading economic category are certain load-following energy obligations and related supply contracts, financial transmission rights, crude oil swaps to hedge rail transportation charges and hedges of synthetic fuel tax credits. The fair value of these non-trading economic contracts as of June 30, 2006, including net premiums on related options, was $84 million. The following chart sets forth PPL Energy Supply's net fair value of the non-trading contracts.

	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
Fair value of contracts outstanding at the beginning of the period	$	(96	)	$	(106	)	$	(278	)	$	(9	)
Contracts realized or otherwise settled during the period		(4	)		(15	)		5			(24	)
Fair value of new contracts at inception					13						13
Other changes in fair values		5			(19	)		178			(107	)
Fair value of contracts outstanding at the end of the period	$	(95	)	$	(127	)	$	(95	)	$	(127	)

Beginning in January 2006, PPL Energy Supply instituted a program to hedge its exposures to changes in market prices of certain metals necessary for the scrubbers PPL Energy Supply is installing at the Brunner Island and Montour generating plants. These contracts, which qualify for cash flow hedge treatment, were designated as hedges in March 2006 and their fair values are included in the table above.

The following chart segregates estimated fair values of PPL Energy Supply's non-trading commodity derivative contracts at June 30, 2006, based on whether the fair values are determined by quoted market prices or other more subjective means.

	Fair Value of Contracts at Period-End Gains (Losses)
	Maturity Less Than 1 Year			Maturity 1-3 Years			Maturity 4-5 Years			Maturity in Excess of 5 Years		Total Fair Value
Source of Fair Value
Prices actively quoted	$	7		$	2		$	1				$	10
Prices provided by other external sources		(40	)		(157	)		(44	)	$	1		(240	)
Prices based on models and other valuation methods		79			56								135
Fair value of contracts outstanding at the end of the period	$	46		$	(99	)	$	(43	)	$	1	$	(95	)

The "Prices actively quoted" category includes the fair value of exchange-traded natural gas futures contracts quoted on the NYMEX. The NYMEX has currently quoted prices through 2011.

The "Prices provided by other external sources" category includes PPL Energy Supply's forward positions and options in natural gas and power and natural gas basis swaps at points for which over-the-counter (OTC) broker quotes are available. The fair value of electricity positions recorded above use the midpoint of the bid/ask spreads obtained through OTC brokers. On average, OTC quotes for forwards and swaps of natural gas and power extend one and two years into the future.

The "Prices based on models and other valuation methods" category includes the value of transactions for which an internally developed price curve was constructed as a result of the long-dated nature of the transaction or the illiquidity of the market point, or the value of options not quoted by an exchange or OTC broker. This category reflects the fair value of transactions completed in auction markets, where contract prices represent the market value for load-following, bundled energy prices delivered at specific, illiquid delivery points. The transaction prices associated with the contracts did not equal the wholesale bilateral market prices at inception (Day 1). However, EITF 02-3, "Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities," does not generally permit Day 1 gains and losses to be recognized unless the fair value is derived principally from observable market inputs. Therefore, PPL Energy Supply recorded a reserve for the modeled Day 1 gain, which is netted against the above fair values.

As of June 30, 2006, PPL Energy Supply estimated that a 10% adverse movement in market prices across all geographic areas and time periods, excluding the effect of any commodity price correlations, would have decreased the value of the commodity contracts in its non-trading portfolio by $244 million. For purposes of this calculation, an increase in the market price for electricity is considered an adverse movement because PPL Energy Supply's electricity portfolio is generally in a net sales position, and the decrease in the market price for fuel is considered an adverse movement because PPL Energy Supply's commodity fuels portfolio is generally in a net purchase position. PPL Energy Supply enters into these commodity contracts to reduce the market risk inherent in the generation of electricity.

In accordance with its marketing strategy, PPL Energy Supply does not completely hedge its generation output or fuel requirements. PPL Energy Supply estimates that for its entire portfolio, including all generation, emissions and physical and financial energy positions, a 10% adverse change in power prices across all geographic zones and time periods would decrease expected 2006 pre-tax gross margins by $6 million. Similarly, a 10% adverse movement in all fossil fuel prices would decrease 2006 gross margins by $51 million.

The data in the above tables includes the activity for PPL Energy Supply's synthetic fuel tax credit hedges. Additional information regarding these hedges can be found in the "Synthetic Fuel Tax Credit Risk" section below.

Commodity Price Risk (Trading)

PPL Energy Supply also executes energy contracts to take advantage of market opportunities. As a result, PPL Energy Supply may at times create a net open position in its portfolio that could result in significant losses if prices do not move in the manner or direction anticipated. The margins from these trading activities are shown in the Statement of Income as "Net energy trading margins."

PPL Energy Supply's trading contracts mature at various times through 2009. The following chart sets forth PPL Energy Supply's net fair value of trading contracts.

	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
Fair value of contracts outstanding at the beginning of the period	$	12		$	16		$	5		$	9
Contracts realized or otherwise settled during the period		(7	)		(3	)		(18	)		(6	)
Fair value of new contracts at inception		(1	)		1			3			4
Other changes in fair values		15			(3	)		29			4
Fair value of contracts outstanding at the end of the period	$	19		$	11		$	19		$	11

PPL Energy Supply will reverse $4 million of the $19 million unrealized trading gains over the next three months of 2006 as the transactions are realized.

The following chart segregates estimated fair values of PPL Energy Supply's trading portfolio at June 30, 2006, based on whether the fair values are determined by quoted market prices or other more subjective means.

	Fair Value of Contracts at Period-End Gains (Losses)
	Maturity Less Than 1 year		Maturity 1-3 years		Maturity 4-5 years		Maturity in Excess of 5 Years	Total Fair Value
Source of Fair Value
Prices actively quoted	$	5	$	1				$	6
Prices provided by other external sources		8		2	$	2			12
Prices based on models and other valuation methods				1					1
Fair value of contracts outstanding at the end of the period	$	13	$	4	$	2		$	19

See "Commodity Price Risk (Non-trading)" for information on the various sources of fair value.

As of June 30, 2006, PPL Energy Supply estimated that a 10% adverse movement in market prices across all geographic areas and time periods, excluding the effect of any commodity price correlations, would have decreased the value of the commodity contracts in its trading portfolio by $24 million.

Interest Rate Risk

PPL Energy Supply and its subsidiaries have issued debt to finance their operations, which increases their interest expense risk. Both PPL and PPL Energy Supply manage interest rate risk for PPL Energy Supply by using various financial derivative products to adjust the mix of fixed and floating interest rates in PPL Energy Supply's debt portfolio, adjust the duration of its debt portfolio and lock in treasury rates (and interest rate spreads over treasuries) in anticipation of future financing, when appropriate. Risk limits under the risk management program are designed to balance risk exposure to volatility in interest expense and changes in the fair value of PPL Energy Supply's debt portfolio due to changes in the absolute level of interest rates.

At June 30, 2006, PPL Energy Supply's potential annual exposure to increased interest expense, based on a 10% increase in interest rates, was $2 million.

PPL Energy Supply is also exposed to changes in the fair value of its domestic and international debt portfolios. At June 30, 2006, PPL Energy Supply estimated that its potential exposure to a change in the fair value of its debt portfolio, through a 10% adverse movement in interest rates, was $167 million.

PPL and PPL Energy Supply utilize various risk management instruments to reduce PPL Energy Supply's exposure to the expected future cash flow variability of its debt instruments. These risks include exposure to adverse interest rate movements for outstanding variable rate debt and for future anticipated financing. While PPL Energy Supply is exposed to changes in the fair value of these instruments, any changes in the fair value of these instruments are recorded in equity and then reclassified into earnings in the same period during which the item being hedged affects earnings. At June 30, 2006, the market value of these instruments, representing the amount PPL Energy Supply would receive upon their termination, was $47 million. At June 30, 2006, PPL Energy Supply estimated that its potential exposure to a change in the fair value of these instruments, through a 10% adverse movement in the hedged exposure, was $32 million.

PPL and PPL Energy Supply also utilize various risk management instruments to adjust the mix of fixed and floating interest rates in PPL Energy Supply's debt portfolio. While PPL Energy Supply is exposed to changes in the fair value of these instruments, any change in market value is recorded with an equal and offsetting change in the value of the debt being hedged. At June 30, 2006, PPL Energy Supply estimated that its potential exposure to a change in the fair value of these instruments, through a 10% adverse movement in interest rates, was $2 million.

Foreign Currency Risk

PPL Energy Supply is exposed to foreign currency risk, primarily through investments in affiliates in the U.K. and Latin America. In addition, PPL Energy Supply may make purchases of equipment in currencies other than U.S. dollars.

PPL and PPL Energy Supply have adopted a foreign currency risk management program designed to hedge certain foreign currency exposures, including firm commitments, recognized assets or liabilities and net investments. In addition, PPL and PPL Energy Supply enter into financial instruments to protect against foreign currency translation risk of expected earnings.

To protect 2006 expected income in Chilean pesos, PPL Energy Supply entered into an average rate forward for 8 billion Chilean pesos. The settlement date of this forward is November 2006. At June 30, 2006, the market value of this position, representing the amount PPL Energy Supply would receive upon its termination, was insignificant. PPL Energy Supply estimated that its potential additional exposure to a change in the market value of this instrument, through a 10% adverse movement in foreign currency exchange rates, was insignificant at June 30, 2006.

To protect 2006 expected income denominated in British pounds sterling, PPL entered into a combination of average rate forwards and average rate options for £88 million. In connection with these transactions, PPL Energy Supply entered into average rate forwards and average rate options with PPL that have terms identical to those executed by PPL. These forwards and options terminate in November 2006. At June 30, 2006, the market value of these positions, representing the amount PPL Energy Supply would pay upon their termination, was $1 million. PPL Energy Supply estimated that its potential additional exposure to a change in the market value of these instruments, through a 10% adverse movement in foreign currency exchange rates, was $2 million at June 30, 2006.

WPDH Limited holds a net position in cross-currency swaps totaling $1.1 billion to hedge the interest payments and value of its U.S. dollar-denominated bonds with maturity dates ranging from December 2006 to December 2028. The estimated value of this position at June 30, 2006, being the amount PPL Energy Supply would pay to terminate it, including accrued interest, was $271 million. PPL Energy Supply estimated that its potential additional exposure to a change in the market value of these instruments, through a 10% adverse movement in foreign currency exchange rates, was $139 million at June 30, 2006.

On the Statement of Income, gains and losses associated with hedges of interest payments denominated in foreign currencies are reflected in "Interest Expense." Gains and losses associated with the purchase of equipment are reflected in "Depreciation." Gains and losses associated with net investment hedges remain in accumulated other comprehensive loss, a component of "Member's Equity" on the Balance Sheets, until the investment is sold or substantially liquidated.

Nuclear Decommissioning Trust Funds - Securities Price Risk

In connection with certain NRC requirements, PPL Susquehanna maintains trust funds to fund certain costs of decommissioning the Susquehanna station. As of June 30, 2006, these funds were invested primarily in domestic equity securities and fixed-rate, fixed-income securities and are reflected at fair value on PPL Energy Supply's Balance Sheet. The mix of securities is designed to provide returns to be used to fund Susquehanna's decommissioning and to compensate for inflationary increases in decommissioning costs. However, the equity securities included in the trusts are exposed to price fluctuation in equity markets, and the values of fixed-rate, fixed-income securities in the trusts are exposed to changes in interest rates. PPL Susquehanna actively monitors the investment performance and periodically reviews asset allocation in accordance with its nuclear decommissioning trust policy statement. At June 30, 2006, a hypothetical 10% increase in interest rates and a 10% decrease in equity prices would have resulted in an estimated $34 million reduction in the fair value of the trust assets. See Note 21 in PPL Energy Supply's 2005 Form 10-K for more information regarding the nuclear decommissioning trust funds.

Synthetic Fuel Tax Credit Risk

At this time, PPL Energy Supply expects that the current high level and the volatility of crude oil prices will reduce the amount of synthetic fuel tax credits that PPL Energy Supply receives through its synthetic fuel production. The tax credits are reduced if the annual average wellhead price of domestic crude oil falls within a phase-out range. The tax credits are eliminated if this reference price exceeds the phase-out range. See "Regulatory Issues - IRS Synthetic Fuels Tax Credits" in Note 11 to the Financial Statements for more information regarding the phase-out of the tax credits and shutdown of synfuel projects.

PPL Energy Supply implemented a risk management strategy to hedge a portion of the variability of cash flows associated with its 2006 and 2007 synthetic fuel tax credits by hedging the risk that the 2006 and 2007 annual average wellhead price for domestic crude oil will be within the phase-out range.

PPL Energy Supply purchased options in 2005 to mitigate some of the reductions in synthetic fuel tax credits if the annual average wellhead price for 2006 and 2007 falls within the applicable phase-out range. These positions did not qualify for hedge accounting treatment. The mark-to-market value of these positions at June 30, 2006, was a gain of $57 million. Of this total, $24 million and $47 million was recorded during the three and six months ended June 30, 2006, and is reflected in "Energy-related businesses" revenues on the Statement of Income.

As of June 30, 2006, PPL Energy Supply estimated that a 10% adverse movement in market prices of crude oil would have decreased the value of the synthetic fuel hedges by $39 million. For purposes of this calculation, a decrease in the market price for crude oil is considered an adverse movement.

Related Party Transactions

PPL Energy Supply is not aware of any material ownership interests or operating responsibility by senior management of PPL Energy Supply in outside partnerships, including leasing transactions with variable interest entities, or other entities doing business with PPL Energy Supply.

For additional information on related party transactions, see Note 12 to the Financial Statements.

Acquisitions, Development and Divestitures

From time to time, PPL Energy Supply and its subsidiaries are involved in negotiations with third parties regarding acquisitions and dispositions of businesses and assets, joint ventures and development projects, which may or may not result in definitive agreements. Any such transactions may impact future financial results. See Note 8 to the Financial Statements for information regarding recent transactions.

PPL Energy Supply is currently planning incremental capacity increases of 270 MW at several existing domestic generating facilities. Offsetting this increase is an expected 30 MW reduction in generation capability at each of the Brunner Island and Montour plants, due to the estimated increases in station service usage during the scrubber operation. See Note 11 for additional information.

PPL Energy Supply is continuously reexamining development projects based on market conditions and other factors to determine whether to proceed with these projects, sell them, cancel them, expand them, execute tolling agreements or pursue other opportunities.

Environmental Matters

See Note 11 to the Financial Statements for a discussion of environmental matters.

New Accounting Standards

See Note 18 to the Financial Statements for a discussion of new accounting standards recently adopted or pending adoption.

Application of Critical Accounting Policies

PPL Energy Supply's financial condition and results of operations are impacted by the methods, assumptions and estimates used in the application of critical accounting policies. The following accounting policies are particularly important to the financial condition or results of operations of PPL Energy Supply, and require estimates or other judgments of matters inherently uncertain: price risk management, pension and other postretirement benefits, asset impairment, leasing, loss accruals and asset retirement obligations.

See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," in PPL Energy Supply's 2005 Form 10-K for a discussion of each critical accounting policy. PPL's senior management has reviewed these critical accounting policies, and the estimates and assumptions regarding them, with its Audit Committee. In addition, PPL's senior management reviewed the Form 10-K disclosures regarding the application of these critical accounting policies with the Audit Committee.

PPL ELECTRIC UTILITIES CORPORATION AND SUBSIDIARIES

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

PPL Electric provides electricity delivery service in eastern and central Pennsylvania. Its headquarters are in Allentown, PA. In PPL Electric's 2005 Form 10-K, a description of its business is found in "Item 1. Business - Background" and an overview of its strategy and the risks and the challenges that it faces in its business are discussed in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Overview." See "Forward-Looking Information," Note 11 to the Financial Statements and the rest of this Item 2 in this Form 10-Q and "Item 1A. Risk Factors" and the rest of Item 7 in PPL Electric's 2005 Form 10-K for more information concerning the material risks and uncertainties that PPL Electric faces in its business and with respect to its future earnings.

The following information should be read in conjunction with PPL Electric's Condensed Consolidated Financial Statements and the accompanying Notes and in conjunction with PPL Electric's 2005 Form 10-K.

Terms and abbreviations are explained in the glossary. Dollars are in millions unless otherwise noted.

Results of Operations

The following discussion, which explains significant changes in principal items on PPL Electric's Statements of Income, compares the three and six months ended June 30, 2006, with the same periods in 2005.

The Statements of Income reflect the results of past operations and are not intended as any indication of future operating results. Future operating results will necessarily be affected by various and diverse factors and developments. Furthermore, because results for interim periods can be disproportionately influenced by various factors and developments and by seasonal variations, the results of operations for interim periods do not necessarily indicate results or trends for the year.

Earnings

Income available to PPL was as follows:

Three Months Ended June 30,				Six Months Ended June 30,
2006		2005		2006		2005
$	30	$	36	$	81	$	51

The after-tax changes in income available to PPL were due to:

	June 30, 2006 vs. June 30, 2005
	Three Months Ended			Six Months Ended
Delivery revenues (net of CTC/ITC amortization, interest expense on transition bonds and ancillary charges)	$	1
Operation and maintenance expenses		(5	)	$	2
Other		(2	)		(1	)
Unusual items					29
	$	(6	)	$	30

The following after-tax items, which management considers unusual, had a significant impact on earnings.

		Six Months Ended June 30,
		2006	2005
PJM billing dispute			$	(27	)
Acceleration of stock-based compensation expense for periods prior to 2005 (Note 9)				(2	)
	Total		$	(29	)

The period-to-period changes in significant earnings components are explained in the "Statement of Income Analysis."

PPL Electric's period-to-period earnings were affected by a number of factors, including:

·	PPL Electric recognized an after-tax charge of $27 million in the first quarter of 2005 for a loss contingency related to the PJM billing dispute. See Note 11 to the Financial Statements for an update on this matter. PPL Electric cannot be certain of the outcome of this matter or the impact on PPL Electric.
·	Lower operation and maintenance expenses in the first six months of 2006 were primarily due to the costs incurred in January 2005, when severe ice storms hit PPL Electric's service territory. The total cost of restoring service to 238,000 customers, excluding capitalized costs and regular payroll expenses, was $16 million. Partially offsetting this variance were higher flood-related costs in the second quarter of 2006, and higher tree trimming costs for the six months ended June 30, 2006.
	In August 2005, the PUC issued an order granting PPL Electric's petition for authority to defer and amortize for regulatory accounting and reporting purposes a portion of the ice storm costs, subject to certain conditions. As a result of the PUC Order and in accordance with SFAS 71, "Accounting for the Effects of Certain Types of Regulation," in the third quarter of 2005, PPL Electric deferred $12 million of its previously expensed storm costs. The deferral was based on its assessment of the timing and likelihood of recovering the deferred costs in PPL Electric's next distribution base rate case. At this time, PPL Electric cannot be certain that it will recover the storm costs, nor can it predict whether future incidents of severe weather will cause significant facility damage and service disruptions that would also result in significant costs.

Outlook

PPL Electric projects lower delivery earnings in 2006 compared with 2005 due to favorable weather impacts in 2005. In addition, operation and maintenance expenses are expected to be higher in 2006.

Statement of Income Analysis --

Operating Revenues

Retail Electric

The increases in revenues from retail electric operations were attributable to:

	June 30, 2006 vs. June 30, 2005
	Three Months Ended			Six Months Ended
PLR electric generation supply	$	33		$	67
Electric delivery		(11	)		(14	)
Other		1			2
	$	23		$	55

Higher PLR revenues for both periods resulted from an increase of 8.4% in prices and an increase in commercial and industrial sales volumes, due in part to the return of customers previously served by alternate suppliers, offset by a decrease in residential sales volumes, due in part to milder weather in 2006 compared to 2005.

The decreases in electric delivery revenues for both periods resulted primarily from the impact of milder weather on residential sales in 2006 compared to 2005.

Wholesale Electric to Affiliate

PPL Electric has a contract to sell to PPL EnergyPlus the electricity that PPL Electric purchases under contracts with NUGs. The increases of $7 million and $8 million in wholesale revenue to affiliate for the three and six months ended June 30, 2006, compared with the same periods in 2005, were primarily due to an unplanned outage at a NUG facility during the second quarter of 2005. PPL Electric therefore had more electricity to sell to PPL EnergyPlus in 2006.

Energy Purchases

Energy purchases decreased by $36 million for the six months ended June 30, 2006, compared with the same period in 2005, primarily due to a $39 million pre-tax loss accrual for the PJM billing dispute recorded in the first quarter of 2005. See Note 11 to the Financial Statements for additional information regarding the loss accrual recorded for the PJM billing dispute.

Energy Purchases from Affiliate

Energy purchases from affiliate increased by $31 million and $62 million for the three and six months ended June 30, 2006, compared with the same periods in 2005. The increases reflect an 8.4% increase in prices for energy purchased under the power supply contracts with PPL EnergyPlus needed to support PLR load. The six months ended June 2006 increase was slightly offset by a decrease in that load.

Other Operation and Maintenance

The increase (decrease) in other operation and maintenance expenses was due to:

	June 30, 2006 vs. June 30, 2005
	Three Months Ended		Six Months Ended
Costs associated with severe ice storms in January 2005 (Note 1)			$	(16	)
PUC reportable storm costs in 2006	$	3		7
Cost escalations		3		5
Tree trimming costs		1		2
Allocation of corporate service costs (Note 12)		1		(2	)
Stock-based compensation (Note 9)				(3	)
Other		1		1
	$	9	$	(6	)

Other Income - net

See Note 13 to the Financial Statements for details of other income.

Financing Costs

The decreases in financing costs, which include "Interest Expense," "Interest Expense with Affiliate" and "Dividends on Preferred Securities," were due to:

	June 30, 2006 vs. June 30, 2005
	Three Months Ended			Six Months Ended
Dividends on 6.25% Series Preference Stock	$	4		$	4
Additional interest on PLR contract collateral		1			3
Decrease in long-term debt interest expense		(5	)		(10	)
Interest accrued in 2005 for PJM billing dispute (Note 11)					(8	)
Other		(1	)		(1	)
	$	(1	)	$	(12	)

Income Taxes

Income taxes decreased by $8 million and increased by $18 million for the three and six months ended June 30, 2006, compared with the same periods in 2005, primarily due to changes in pre-tax book income in 2006 relative to 2005.

See Note 5 to the Financial Statements for details on effective income tax rates.

Financial Condition

Liquidity and Capital Resources

At June 30, 2006, PPL Electric had $112 million of cash, cash equivalents and short-term investments and $42 million of short-term debt. At December 31, 2005, PPL Electric had $323 million of cash, cash equivalents and short-term investments and $42 million of short-term debt. The $211 million decrease in PPL Electric's cash, cash equivalents and short-term investments position was primarily the net result of:

· the retirement of $297 million of long-term debt;

· the purchase of $200 million of common stock from PPL;

· the payment of $69 million of common stock dividends to PPL; and

· $97 million of capital expenditures; offset by

· $245 million of net proceeds from the issuance of preference stock; and

· $200 million of cash provided by operating activities.

Preference Stock

In April 2006, PPL Electric sold 10 million depositary shares, each representing a quarter interest in a share of PPL Electric's 6.25% Series Preference Stock (Preference Shares), totaling $250 million. In connection with the sale of the depositary shares, PPL Electric issued 2.5 million Preference Shares, with a liquidation preference of $100 per share, to the bank acting as a depositary. The net proceeds of $245 million from the offering were used to repurchase $200 million of PPL Electric's common stock held by PPL, and for other general corporate purposes.

Holders of the depositary shares are entitled to all proportional rights and preferences of the Preference Shares, including dividend, voting, redemption and liquidation rights, exercised through the depositary. The Preference Shares rank senior to PPL Electric's common stock and junior to its preferred stock, and they have no voting rights, except as provided by law.

Dividends on the Preference Shares will be paid when, as and if declared by the Board of Directors at a fixed annual rate of 6.25%, or $1.5625 per depositary share per year, and are not cumulative. PPL Electric may not pay dividends on, or redeem, purchase or make a liquidation payment with respect to any of its common stock, except in certain circumstances, unless full dividends on the Preference Shares have been paid for the then-current dividend period.

The Preference Shares do not have a stated maturity, and are not subject to sinking fund requirements. However, PPL Electric may, at its option, redeem the Preference Shares in whole or in part from time to time for $100 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends, on or after April 6, 2011. It is PPL Electric's intention to redeem or repurchase the Preference Shares only from the proceeds of the sale of certain qualifying securities having equity characteristics similar to or greater than the applicable equity characteristics of the Preference Shares. PPL Electric may decide to affirm this intention in the future by making an enforceable covenant in favor of holders of a specific series of its outstanding long-term debt securities.

Credit Facilities

In June 2006, PPL Electric amended and restated the credit agreement for its $200 million five-year credit facility and extended the expiration date to June 2011. PPL Electric's $100 million three-year credit facility expired in June 2006 and was not renewed. In July 2006, PPL Electric extended the expiration date of the credit agreement related to its participation in an asset-backed commercial paper program to July 2007.

Rating Agency Decisions

Moody's, S&P and Fitch periodically review the credit ratings on the debt and preferred securities of PPL Electric and its subsidiary, PPL Transition Bond Company. Based on their respective independent reviews, the rating agencies may make certain ratings revisions or ratings affirmations.

A credit rating reflects an assessment by the rating agency of the credit-worthiness associated with an issuer and particular securities that it issues. PPL Electric's and PPL Transition Bond Company's credit ratings are based on information provided by PPL Electric and other sources. The ratings of Moody's, S&P and Fitch are not a recommendation to buy, sell or hold any securities of PPL Electric or PPL Transition Bond Company. Such ratings may be subject to revisions or withdrawal by these agencies at any time and should be evaluated independently of each other and any other rating that may be assigned to the securities. A downgrade in PPL Electric's or PPL Transition Bond Company's credit ratings could result in higher borrowing costs and reduced access to capital markets.

In March 2006, Moody's upgraded the issuer rating of PPL Electric to Baa1 from Baa2, upgraded the ratings of its First Mortgage Bonds and Senior Secured Bonds to A3 from Baa1 and upgraded the rating of its preferred stock to Baa3 from Ba1. Moody's stated that the upgrades were prompted by (i) expectations for higher earnings and cash flow over the next three years, (ii) the generally constructive regulatory situation for PPL Electric, which includes a pass through of generation-based energy costs related to its long-term, full-requirements power supply agreements that enable PPL Electric to meet its obligations as a PLR over the 2006-2009 period, and (iii) moderate expected growth in the volume of energy deliveries, which it indicated supports the expected stability of cash flows from regulated operations until the end of the regulatory transition period in 2009. Moody's acknowledged that the upgrade of PPL Electric takes into consideration the risk that PPL Electric may need to seek large rate increases in 2010, after the expiration of its current supply contracts, if market prices for wholesale power remain at or above current levels. Moody's indicated that the upgrade assumes that regulatory treatment will provide for reasonably timely recovery of increased costs and expenditures.

In connection with PPL Electric's issuance of Preference Shares in April 2006, S&P affirmed all of PPL Electric's credit ratings.

Capital Expenditures

The schedule below shows PPL Electric's capital expenditure projections as of June 30, 2006, for the years 2006 through 2010.

		Projected
		2006		2007		2008		2009		2010
Construction expenditures (a)
	Transmission and distribution facilities	$	206	$	231	$	211	$	246	$	296
Other			12		13		15		11		13
	Total Capital Expenditures	$	218	$	244	$	226	$	257	$	309

(a) Construction expenditures include AFUDC, which is expected to be $15 million for the 2006-2010 period.

PPL Electric's capital expenditure projections for the years 2006-2010 total $1.3 billion. Capital expenditure plans are revised periodically to reflect changes in operational, market and regulatory conditions.

PPL Electric plans to fund all of its capital expenditures in 2006 with cash on hand and cash from operations.

For additional information on PPL Electric's liquidity and capital resources, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," in PPL Electric's 2005 Form 10-K.

Risk Management

Market Risk

Commodity Price Risk - PLR Contracts

PPL Electric and PPL EnergyPlus have power supply agreements under which PPL EnergyPlus sells to PPL Electric (under a predetermined pricing arrangement) energy and capacity to fulfill PPL Electric's PLR obligation through 2009. As a result, PPL Electric has shifted any electric price risk relating to its PLR obligation to PPL EnergyPlus through 2009. See Note 12 to the Financial Statements for information on the PLR contracts.

Interest Rate Risk

PPL Electric has issued debt to finance its operations, which increases its interest expense risk. At June 30, 2006, PPL Electric's potential annual exposure to increased interest expense, based on a 10% increase in interest rates, was insignificant.

PPL Electric is also exposed to changes in the fair value of its debt portfolio. At June 30, 2006, PPL Electric estimated that its potential exposure to a change in the fair value of its debt portfolio, through a 10% adverse movement in interest rates, was $43 million.

Related Party Transactions

PPL Electric is not aware of any material ownership interests or operating responsibility by senior management of PPL Electric in outside partnerships, including leasing transactions with variable interest entities, or other entities doing business with PPL Electric.

For additional information on related party transactions, see Note 12 to the Financial Statements.

Environmental Matters

See Note 11 to the Financial Statements for a discussion of environmental matters.

New Accounting Standards

See Note 18 to the Financial Statements for a discussion of new accounting standards recently adopted or pending adoption.

Application of Critical Accounting Policies

PPL Electric's financial condition and results of operations are impacted by the methods, assumptions and estimates used in the application of critical accounting policies. The following accounting policies are particularly important to the financial condition or results of operations of PPL Electric, and require estimates or other judgments of matters inherently uncertain: pension and other postretirement benefits and loss accruals.

See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," in PPL Electric's 2005 Form 10-K for a discussion of each critical accounting policy. PPL's senior management has reviewed these critical accounting policies, and the estimates and assumptions regarding them, with its Audit Committee. In addition, PPL's senior management reviewed the Form 10-K disclosures regarding the application of these critical accounting policies with the Audit Committee.

PPL CORPORATION

PPL ENERGY SUPPLY, LLC

PPL ELECTRIC UTILITIES CORPORATION

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Reference is made to "Risk Management - Energy Marketing & Trading and Other" for PPL and PPL Energy Supply and "Risk Management" for PPL Electric in Management's Discussion and Analysis of Financial Condition and Results of Operations.

Item 4. Controls and Procedures

(a)	Evaluation of disclosure controls and procedures.
	The registrants' principal executive officers and principal financial officers, based on their evaluation of the registrants' disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) have concluded that, as of June 30, 2006, the registrants' disclosure controls and procedures are effective to ensure that material information relating to the registrants and their consolidated subsidiaries is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms, particularly during the period for which this quarterly report has been prepared. The aforementioned principal officers have concluded that the disclosure controls and procedures are also effective to ensure that information required to be disclosed in reports filed under the Exchange Act is accumulated and communicated to management, including the principal executive and principal financial officers, to allow for timely decisions regarding required disclosure.
(b)	Change in internal controls over financial reporting.
	The registrants' principal executive officers and principal financial officers have concluded that there were no changes in the registrants' internal control over financial reporting during the registrants' second fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrants' internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings
For additional information regarding various pending administrative and judicial proceedings involving regulatory, environmental and other matters, which information is incorporated by reference into this Part II, see:
·	"Item 3. Legal Proceedings" in PPL's, PPL Energy Supply's and PPL Electric's 2005 Form 10-K; and
·	Note 11 of the registrants' "Combined Notes to Condensed Consolidated Financial Statements" in Part I of this report.

Item 1A. Risk Factors

There have been no material changes in PPL's, PPL Energy Supply's and PPL Electric's risk factors from those disclosed in "Item 1A . Risk Factors" of the 2005 Form 10-K.

Item 4. Submission of Matters to a Vote of Security Holders
At PPL's Annual Meeting of Shareowners held on April 28, 2006, the shareowners:
	(1)	Elected the four nominees for the office of director. The votes for individual nominees were:
			Number of Votes
			For	Withhold Authority
		John W. Conway	309,884,428	4,967,300
		E. Allen Deaver	308,546,088	6,305,640
		James H. Miller	308,899,798	5,951,930
		Susan M. Stalnecker	309,845,119	5,006,609

	(2)	Re-approved PPL's Short-Term Incentive Plan for executive officers of PPL and its affiliates. The vote was 296,516,181 in favor and 13,649,134 against, with 4,686,413 abstaining.
	(3)	Ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2006. The vote was 310,290,139 in favor and 1,662,358 against, with 2,899,231 abstaining.
	(4)	Adopted a shareowner proposal that the "Board of Directors take each step necessary for a simple majority vote to apply on each issue that can be subject to shareholder vote to the greatest extent possible." The vote was 184,346,790 in favor and 78,458,333 against, with 6,420,761 abstaining and 45,625,844 broker non-votes.
At PPL Electric's Annual Meeting of Shareowners held on April 26, 2006, the shareowners:
	(1)	Elected all seven nominees for the office of director. John R. Biggar, Dean A. Christiansen, Robert J. Grey, William F. Hecht, Rick L. Klingensmith, James H. Miller, and John F. Sipics were elected with 78,029,863 votes cast for each director, no votes cast against and no votes abstaining.
	(2)	Approved an amendment to Article V of PPL Electric's Amended and Restated Articles of Incorporation to increase the authorized amount of Preference Stock from 5,000,000 to 10,000,000 shares, without nominal or par value. The vote was 78,029,863 in favor, with no votes cast against and no votes abstaining.

Item 6. Exhibits
4(a)	-	Supplement, dated May 1, 2006, to Indenture, dated October 1, 2001, by PPL Energy Supply and JPMorgan Chase Bank, N.A., as Trustee
4(b)	-	Supplement, dated July 1, 2006, to Indenture, dated October 1, 2001, by PPL Energy Supply and JPMorgan Chase Bank, N.A., as Trustee
4(c)	-	Supplement, dated July 1, 2006, to Indenture, dated October 1, 2001, by PPL Energy Supply and JPMorgan Chase Bank, N.A., as Trustee
*10(a)	-	$1.9 billion Amended and Restated Five-Year Credit Agreement dated as of June 9, 2006, among PPL Energy Supply, LLC, as Borrower, and the banks named therein (PPL Energy Supply, LLC Form 8-K Report (File No. 333-74794) dated June 14, 2006)
*10(b)	-	$200 million Second Amended and Restated Five-Year Credit Agreement dated as of June 9, 2006, among PPL Electric Utilities Corporation, as Borrower, and the banks named therein (PPL Electric Utilities Corporation Form 8-K Report (File No. 1-905) dated June 14, 2006)
*10(c)	-	Confirmation Letter dated July 5, 2006, between PPL Montana, LLC and NorthWestern Corporation (PPL Corporation and PPL Energy Supply, LLC Form 8-K Reports (File Nos. 1-11459 and 333-74794) dated July 6, 2006)
10(d)	-	Fourth Amendment to Credit and Security Agreement dated as of July 31, 2006, among PPL Receivables Corporation, PPL Electric Utilities Corporation, Variable Funding Capital Company, LLC and Wachovia Bank, National Association
12(a)	-	PPL Corporation and Subsidiaries Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
12(b)	-	PPL Energy Supply, LLC and Subsidiaries Computation of Ratio of Earnings to Fixed Charges
12(c)	-	PPL Electric Utilities Corporation and Subsidiaries Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
		* - Previously filed

Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, for the quarterly period ended June 30, 2006, filed by the following officers for the following companies:
31(a)	-	William F. Hecht for PPL Corporation
31(b)	-	John R. Biggar for PPL Corporation
31(c)	-	William F. Hecht for PPL Energy Supply, LLC
31(d)	-	Paul A. Farr for PPL Energy Supply, LLC
31(e)	-	John F. Sipics for PPL Electric Utilities Corporation
31(f)	-	Paul A. Farr for PPL Electric Utilities Corporation
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, for the quarterly period ended June 30, 2006, furnished by the following officers for the following companies:
32(a)	-	William F. Hecht for PPL Corporation
32(b)	-	John R. Biggar for PPL Corporation
32(c)	-	William F. Hecht for PPL Energy Supply, LLC
32(d)	-	Paul A. Farr for PPL Energy Supply, LLC
32(e)	-	John F. Sipics for PPL Electric Utilities Corporation
32(f)	-	Paul A. Farr for PPL Electric Utilities Corporation

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 thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.

	PPL Corporation
	(Registrant)
	PPL Energy Supply, LLC
	(Registrant)
	PPL Electric Utilities Corporation
	(Registrant)
Date:  August 3, 2006	/s/  Matt Simmons
	Matt Simmons
	Vice President and Controller
	(Principal Accounting Officer)

EX-4.A

Exhibit 4(a)

PPL ENERGY SUPPLY, LLC,

Issuer

TO

JPMORGAN CHASE BANK, N.A.

(formerly known as The Chase Manhattan Bank),

Trustee

_________

Supplemental Indenture No. 4

Dated as of May 1, 2006

Supplemental to the Indenture

dated as of October 1, 2001

Establishing a series of Securities designated

Senior Notes, 6.20% Series due 2016

limited in aggregate principal amount to $300,000,000

SUPPLEMENTAL INDENTURE NO. 4, dated as of May 1, 2006 between PPL ENERGY SUPPLY, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (herein called the “Company”), and JPMORGAN CHASE BANK, N.A., a national banking association (formerly known as The Chase Manhattan Bank), as Trustee (herein called the “Trustee”), under the Indenture dated as of October 1, 2001 (hereinafter called the “Original Indenture”), this Supplemental Indenture No. 4 being supplemental thereto. The Original Indenture and any and all indentures and instruments supplemental thereto are hereinafter sometimes collectively called the “Indenture.”

Recitals of the Company

The Original Indenture was authorized, executed and delivered by the Company to provide for the issuance by the Company from time to time of its Securities (such term and all other capitalized terms used herein without definition having the meanings assigned to them in the Original Indenture), to be issued in one or more series as contemplated therein.

As contemplated by Sections 301 and 1201(f) of the Original Indenture, the Company wishes to establish a series of Securities to be designated “Senior Notes, 6.20% Series due 2016” to be limited in aggregate principal amount (except as contemplated in Section 301(b) and the last paragraph of Section 301 of the Original Indenture) to $300,000,000, such series of Securities to be hereinafter sometimes called “Series No. 5.”

The Company has duly authorized the execution and delivery of this Supplemental Indenture No. 4 to establish the Securities of Series No. 5 and has duly authorized the issuance of such Securities. All acts necessary to make this Supplemental Indenture No. 4 a valid agreement of the Company and to make the Securities of Series No. 5 valid obligations of the Company have been performed.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 4 WITNESSETH:

For and in consideration of the premises and of the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities of Series No. 5, as follows:

ARTICLE ONE

Fifth Series of Securities

Section 1.There is hereby created a series of Securities designated “Senior Notes, 6.20% Series due 2016” and limited in aggregate principal amount (except as contemplated in Section 301(b) and the last paragraph of Section 301 of the Original Indenture) to $300,000,000. The form and terms of the Securities of Series No. 5 shall be established in an Officer’s Certificate of the Company, as contemplated by Section 301 of the Original Indenture.

Section 2.The Company hereby agrees that, if the Company shall make any deposit of money and/or Eligible Obligations with respect to any Securities of Series No. 5, or any portion of the principal amount thereof, as contemplated by Section 701 of the Indenture, the Company shall not deliver an Officer’s Certificate described in clause (z) in the first paragraph of said Section 701 unless the Company shall also deliver to the Trustee, together with such Officer’s Certificate, either:

(A)an instrument wherein the Company, notwithstanding the satisfaction and discharge of its indebtedness in respect of such Securities, shall assume the obligation (which shall be absolute and unconditional) to irrevocably deposit with the Trustee or Paying Agent such additional sums of money, if any, or additional Eligible Obligations (meeting the requirements of Section 701), if any, or any combination thereof, at such time or times, as shall be necessary, together with the money and/or Eligible Obligations theretofore so deposited, to pay when due the principal of and premium, if any, and interest due and to become due on such Securities or portions thereof, all in accordance with and subject to the provisions of said Section 701; provided, however, that such instrument may state that the obligation of the Company to make additional deposits as aforesaid shall arise only upon the delivery to the Company by the Trustee of a notice asserting the deficiency and showing the calculation thereof and shall continue only until the Company shall have delivered to the Trustee an opinion of an independent public accountant of nationally recognized standing to the effect that no such deficiency exists and showing the calculation of the sufficiency of the deposits then held by the Trustee; or

(B)an Opinion of Counsel to the effect that the Holders of such Securities, or portions of the principal amount thereof, will not recognize income, gain or loss for United States federal income tax purposes as a result of the satisfaction and discharge of the Company’s indebtedness in respect thereof and will be subject to United States federal income tax on the same amounts, at the same times and in the same manner as if such satisfaction and discharge had not been effected.

Section 3.The Company agrees that for so long as any Securities of Series No. 5 shall remain Outstanding, without consent of the Holders of a majority in principal amount of the Outstanding Securities of such series, the Company shall not create, incur or assume any Lien (other than Permitted Liens) upon any property of the Company, whether now owned or hereafter acquired, in order to secure any Debt of the Company. The foregoing agreement shall not restrict the ability of Subsidiaries or Affiliates of the Company to create, incur or assume any Lien upon their properties or assets.

Section 4.The provisions of Section 3 above shall not prohibit the creation, issuance, incurrence or assumption of any Lien if either

(A)the Company shall make effective provision whereby all Securities of Series No. 5 then Outstanding shall be secured equally and ratably with all other Debt then outstanding under such Lien; or

(B)the Company shall deliver to the Trustee bonds, notes or other evidences of indebtedness secured by the Lien which secures such Debt (hereinafter called “Secured Obligations”) (I) in an aggregate principal amount equal to the aggregate principal amount of the Securities of Series No. 5 then Outstanding, (II) maturing (or being subject to mandatory redemption) on such dates and in such principal amounts that, at each Stated Maturity of the Outstanding Securities of Series No. 5, there shall mature (or be redeemed) Secured Obligations equal in principal amount to such Securities then to mature and (III) containing, in addition to any mandatory redemption provisions applicable to all Secured Obligations outstanding under such Lien and any mandatory redemption provisions contained therein pursuant to clause (II) above, mandatory redemption provisions correlative to the provisions, if any, for the mandatory redemption (pursuant to a sinking fund or otherwise) of the Securities of Series No. 5 or for the redemption thereof at the option of the Holder, as well as a provision for mandatory redemption upon an acceleration of the maturity of all Outstanding Securities of Series No. 5 following an Event of Default (such mandatory redemption to be rescinded upon the rescission of such acceleration); it being expressly understood that such Secured Obligations (X) may, but need not, bear interest, (Y) may, but need not, contain provisions for the redemption thereof at the option of the issuer, any such redemption to be made at a redemption price or prices not less than the principal amount thereof and (Z) shall be held by the Trustee for the benefit of the Holders of all Securities of Series No. 5 from time to time Outstanding subject to such terms and conditions relating to surrender to the Company, transfer restrictions, voting, application of payments of principal and interest and other matters as shall be set forth in an indenture supplemental hereto specifically providing for the delivery to the Trustee of such Secured Obligations.

Section 5.If the Company shall elect either of the alternatives described in Section 4 above, the Company shall deliver to the Trustee:

(A)an indenture supplemental to the Original Indenture (I) together with any appropriate inter-creditor arrangements, whereby such Securities of Series No. 5 then Outstanding shall be secured by the Lien referred to in Section 4 above equally and ratably with all other indebtedness secured by such Lien or (II) providing for the delivery to the Trustee of Secured Obligations; and

(B)an Officer’s Certificate (I) stating that, to the knowledge of the signer, (1) no Event of Default has occurred and is continuing and (2) no event has occurred and is continuing which entitles the secured party under such Lien to accelerate the maturity of the indebtedness outstanding thereunder and (II) stating the aggregate principal amount of indebtedness issuable, and then proposed to be issued, under and secured by such Lien; and

(C)an Opinion of Counsel (I) if the Securities of Series No. 5 then Outstanding are to be secured by such Lien, to the effect that all such Securities then Outstanding are entitled to the benefit of such Lien equally and ratably with all other indebtedness outstanding under such Lien or (II) if Secured Obligations are to be delivered to the Trustee, to the effect that such Secured Obligations have been duly issued under such Lien and constitute valid obligations, entitled to the benefit of such Lien equally and ratably with all other indebtedness then outstanding under such Lien.

Section 6.The Company agrees that for so long as any Securities of Series No. 5 shall remain Outstanding, and except for the sale of the properties and assets of the Company substantially as an entirety pursuant to Article Eleven of the Original Indenture, and other than assets required to be sold to conform with governmental requirements, the Company shall not, and shall not permit any of its Subsidiaries to, consummate any Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 15% of the consolidated assets of the Company and its consolidated Subsidiaries as of the beginning of the Company’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded for purposes of the 15% limitation specified above (i) if any such Asset Sale is in the ordinary course of business, (ii) to the extent that such assets are worn out or are no longer useful or necessary in connection with the operation of the business of the Company or its Subsidiaries, (iii) to the extent such assets are being transferred to a wholly-owned Subsidiary of the Company, (iv) to the extent any such assets subject to any such Asset Sale involve transfers of assets of or equity interests in connection with (a) the formation of any joint venture between the Company or any of its Subsidiaries and any other entity, or (b) any project development and acquisition activities, and (v) if the proceeds thereof (a) are, within 12 months of such Asset Sale, invested or reinvested by the Company or any Subsidiary in a Permitted Business, (b) are used by the Company or a Subsidiary to repay Debt of the Company or such Subsidiary, or (c) are retained by the Company or its Subsidiaries. Additionally, if prior to any Asset Sale that otherwise would cause the 15% limitation to be exceeded, Moody’s and S&P confirm the then current long term debt rating of such Securities of Series No. 5 after giving effect to such Asset Sale, such Asset Sale shall also be disregarded for purposes of the foregoing limitations.

Section 7.So long as any Securities of Series No. 5 shall remain Outstanding, the following event shall be an Event of Default with respect to the Securities of Series No. 5: the occurrence of a matured event of default, as defined in any instrument of the Company under which there may be issued or evidenced any Debt of the Company, that has resulted in the acceleration of such Debt in excess of $25,000,000, or any default in payment of Debt in excess of $25,000,000 at final maturity, after the expiration of any applicable grace or cure periods; provided, however, that the waiver or cure of any such default under any such instrument or Debt shall constitute a waiver and cure of the corresponding Event of Default under the Indenture and the rescission and annulment of the consequences thereof shall constitute a rescission and annulment of the corresponding consequences under the Indenture.

Section 8.So long as any Securities of Series No. 5 shall remain Outstanding, for purposes of Section 1101(a) of the Indenture, “corporation” shall be deemed to refer to a corporation or limited liability company. For all other purposes, the definition of “corporation” in Section 101 of the Original Indenture shall govern.

Section 9.For the purposes of this Article One, except as otherwise expressly provided or unless the context otherwise requires:

(A)“Asset Sale” shall mean any sale of any assets of the Company or its Subsidiaries including by way of the sale by the Company or any of its Subsidiaries of equity interests in such Subsidiaries.

(B)“Debt”, with respect to any Person, means (A) indebtedness of such Person for borrowed money evidenced by a bond, debenture, note or other similar written instrument or agreement by which such Person is obligated to repay such borrowed money and (B) any guaranty by such Person of any such indebtedness of another Person. “Debt” does not include, among other things, (W) indebtedness of such Person under any installment sale or conditional sale agreement or any other agreement relating to indebtedness for the deferred purchase price of property or services, (X) any trade obligations (including obligations under agreements relating to the purchase and sale of any commodity, including power purchase or sale agreements, and any commodity hedges or derivatives regardless or whether such transaction is a “financial” or physical transaction) or other obligations of such Person in the ordinary course of business, (Y) obligations of such Person under any lease agreement (including any lease intended as security), whether or not such obligations are required to be capitalized on the balance sheet of such Person under generally accepted accounting principles, or (Z) liabilities secured by any Lien on any property owned by such Person if and to the extent that such Person has not assumed or otherwise become liable for the payment thereof.

(C)“Lien” means any lien, mortgage, deed of trust, pledge or security interest, in each case, intended to secure the repayment of Debt, except for any Permitted Lien.

(D)“Material Subsidiary” means PPL Global, LLC, a Delaware limited liability company, PPL EnergyPlus, LLC, a Delaware limited liability company, or PPL Generation, LLC, a Delaware limited liability company.

(E)“Moody’s” means Moody’s Investors Service, Inc. and its successors and assigns, or absent a successor, or if such entity ceases to rate the Securities of Series No. 5, such other nationally recognized statistical rating organization as the Company may designate by notice to the Trustee.

(F)“Permitted Business” means a business that is the same or similar to the business of the Company or any Subsidiary as of the date that Securities of Series No. 5 are first authenticated hereunder, or any business reasonably related thereto.

(G)“Permitted Liens” means

(i)any Liens existing at May 18, 2006;

(ii)any vendors’ Liens, purchase money Liens and other Liens on property at the time of acquisition thereof by the Company and Liens to secure or provide for the construction or improvement of property provided that no such Lien shall extend to or cover any other property of the Company;

(iii)any Liens on cash or securities (other than limited liability company interests issued by any Material Subsidiary), including any cash or securities on hand or in banks or other financial institutions, deposit accounts and interests in general or limited partnerships;

(iv)any Liens on the equity interest of any Subsidiary that is not a Material Subsidiary;

(v)any Liens on property or shares of capital stock, or arising out of any Debt of any corporation existing at the time the corporation becomes or is merged or consolidated into the Company;

(vi)any Liens in connection with the issuance of tax-exempt industrial development or pollution control bonds or other similar bonds issued pursuant to Section 103(b) of the Internal Revenue Code of 1986, as amended (or any successor provision), to finance all or any part of the purchase price of or the cost of constructing, equipping or improving property, provided that such Liens are limited to the property acquired or constructed or improved and to substantially unimproved real property on which such construction or improvement is located; provided, further, that the Company may further secure all or any part of such purchase price or the cost of construction or improvement by an interest on additional property of the Company only to the extent necessary for the construction, maintenance and operation of, and access to, such property so acquired or constructed or such improvement;

(vii)any Liens on contracts, leases and other agreements of whatsoever kind and nature; any Liens on contract rights, bills, notes and other instruments; any Liens on revenues, income and earnings, accounts, accounts receivable and unbilled revenues, claims, credits, demands and judgments; any Liens on governmental and other licenses, permits, franchises, consents and allowances; and any Liens on patents, patent licenses and other patent rights, patent applications, trade names, trademarks, copyrights, claims, credits, choses in action and other intangible property and general intangibles including, but not limited to, computer software;

(viii)any Liens securing Debt which matures less than one year from the date of issuance or incurrence thereof and is not extendible at the option of the issuer, and any refundings, refinancings and/or replacements of any such Debt by or with similar secured Debt;

(ix)any Liens on automobiles, buses, trucks and other similar vehicles and movable equipment; vessels, boats, barges and other marine equipment; airplanes, helicopters, aircraft engines and other flight equipment; parts, accessories and supplies used in connection with any of the foregoing;

(x)any Liens on furniture and furnishings, and computers, data processing, data storage, data transmission, telecommunications and other equipment and facilities, equipment and apparatus, which, in any case, are used primarily for administrative or clerical purposes;

(xi)any Liens on property which is the subject of a lease agreement designating the Company as lessee and all right, title and interest of the Company in and to such property and in, to and under such lease agreement, whether or not such lease agreement is intended as security;

(xii)other Liens securing Debt the principal amount of which does not exceed 10% of the total assets of the Company and its consolidated Subsidiaries as shown on the Company’s most recent audited consolidated balance sheet; and

(xiii)any Liens granted in connection with extending, renewing, replacing or refinancing, in whole or in part, the Debt secured by liens described in the foregoing clauses (i) through (xii), to the extent of such Debt so extended, renewed, replaced or refinanced.

(H)“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and its successors and assigns, or absent a successor, or if such entity ceases to rate the Securities of Series No. 5, such other nationally recognized statistical rating organization as the Company may designate by notice to the Trustee.

(I)“Subsidiary” means any corporation a majority of the outstanding Voting Stock of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries of the Company.

(J)“Voting Stock” means stock (or other interests) of a corporation having voting power for the election of directors, managers or trustees thereof, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.

ARTICLE TWO

Miscellaneous Provisions

Section 1.This Supplemental Indenture No. 4 is a supplement to the Original Indenture. As supplemented by this Supplemental Indenture No. 4, the Indenture is in all respects ratified, approved and confirmed, and the Original Indenture and this Supplemental Indenture No. 4 shall together constitute one and the same instrument.

Section 2.The recitals contained in this Supplemental Indenture No. 4 shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness and makes no representations as to the validity or sufficiency of this Supplemental Indenture No. 4.

Section 3.This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 4 to be duly executed, and their respective seals to be hereunto affixed and attested, all as of the day and year first written above.

PPL ENERGY SUPPLY, LLC

By: ________________________________________________

Name: James E. Abel

Title: Vice President and Treasurer

[SEAL]

ATTEST:

________________________________________________

JPMORGAN CHASE BANK, N.A.,

   as Trustee

By: ________________________________________________

Name:

Title:

[SEAL]

ATTEST:

________________________________________________

EX-4.B

Exhibit 4(b)

PPL ENERGY SUPPLY, LLC,

Issuer

TO

JPMORGAN CHASE BANK, N.A.

(formerly known as The Chase Manhattan Bank),

Trustee

_________

Supplemental Indenture No. 5

Dated as of July 1, 2006

Supplemental to the Indenture

dated as of October 1, 2001

Establishing a series of Securities designated

Senior Notes, 7% Series due 2046

limited in aggregate principal amount to $250,000,000

SUPPLEMENTAL INDENTURE NO. 5, dated as of July 1, 2006 between PPL ENERGY SUPPLY, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (herein called the “Company”), and JPMORGAN CHASE BANK, N.A., a national banking association (formerly known as The Chase Manhattan Bank), as Trustee (herein called the “Trustee”), under the Indenture dated as of October 1, 2001 (hereinafter called the “Original Indenture”), this Supplemental Indenture No. 5 being supplemental thereto. The Original Indenture and any and all indentures and instruments supplemental thereto are hereinafter sometimes collectively called the “Indenture.”

Recitals of the Company

The Original Indenture was authorized, executed and delivered by the Company to provide for the issuance by the Company from time to time of its Securities (such term and all other capitalized terms used herein without definition having the meanings assigned to them in the Original Indenture), to be issued in one or more series as contemplated therein.

As contemplated by Sections 301 and 1201(f) of the Original Indenture, the Company wishes to establish a series of Securities to be designated “Senior Notes, 7% Series due 2046” to be limited in aggregate principal amount (except as contemplated in Section 301(b) and the last paragraph of Section 301 of the Original Indenture) to $250,000,000, such series of Securities to be hereinafter sometimes called “Series No. 6.”

The Company has duly authorized the execution and delivery of this Supplemental Indenture No. 5 to establish the Securities of Series No. 6 and has duly authorized the issuance of such Securities. All acts necessary to make this Supplemental Indenture No. 5 a valid agreement of the Company and to make the Securities of Series No. 6 valid obligations of the Company have been performed.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 5 WITNESSETH:

For and in consideration of the premises and of the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities of Series No. 6, as follows:

ARTICLE ONE

Sixth Series of Securities

Section 1.There is hereby created a series of Securities designated “Senior Notes, 7% Series due 2046” and limited in aggregate principal amount (except as contemplated in Section 301(b) and the last paragraph of Section 301 of the Original Indenture) to $250,000,000. The form and terms of the Securities of Series No. 6 shall be established in an Officer’s Certificate of the Company, as contemplated by Section 301 of the Original Indenture.

Section 2.The Company hereby agrees that, if the Company shall make any deposit of money and/or Eligible Obligations with respect to any Securities of Series No. 6, or any portion of the principal amount thereof, as contemplated by Section 701 of the Indenture, the Company shall not deliver an Officer’s Certificate described in clause (z) in the first paragraph of said Section 701 unless the Company shall also deliver to the Trustee, together with such Officer’s Certificate, either:

(A)an instrument wherein the Company, notwithstanding the satisfaction and discharge of its indebtedness in respect of such Securities, shall assume the obligation (which shall be absolute and unconditional) to irrevocably deposit with the Trustee or Paying Agent such additional sums of money, if any, or additional Eligible Obligations (meeting the requirements of Section 701), if any, or any combination thereof, at such time or times, as shall be necessary, together with the money and/or Eligible Obligations theretofore so deposited, to pay when due the principal of and premium, if any, and interest due and to become due on such Securities or portions thereof, all in accordance with and subject to the provisions of said Section 701; provided, however, that such instrument may state that the obligation of the Company to make additional deposits as aforesaid shall arise only upon the delivery to the Company by the Trustee of a notice asserting the deficiency and showing the calculation thereof and shall continue only until the Company shall have delivered to the Trustee an opinion of an independent public accountant of nationally recognized standing to the effect that no such deficiency exists and showing the calculation of the sufficiency of the deposits then held by the Trustee; or

(B)an Opinion of Counsel to the effect that the Holders of such Securities, or portions of the principal amount thereof, will not recognize income, gain or loss for United States federal income tax purposes as a result of the satisfaction and discharge of the Company’s indebtedness in respect thereof and will be subject to United States federal income tax on the same amounts, at the same times and in the same manner as if such satisfaction and discharge had not been effected.

Section 3.The Company agrees that for so long as any Securities of Series No. 6 shall remain Outstanding, without consent of the Holders of a majority in principal amount of the Outstanding Securities of such series, the Company shall not create, incur or assume any Lien (other than Permitted Liens) upon any property of the Company, whether now owned or hereafter acquired, in order to secure any Debt of the Company. The foregoing agreement shall not restrict the ability of Subsidiaries or Affiliates of the Company to create, incur or assume any Lien upon their properties or assets.

Section 4.The provisions of Section 3 above shall not prohibit the creation, issuance, incurrence or assumption of any Lien if either

(A)the Company shall make effective provision whereby all Securities of Series No. 6 then Outstanding shall be secured equally and ratably with all other Debt then outstanding under such Lien; or

(B)the Company shall deliver to the Trustee bonds, notes or other evidences of indebtedness secured by the Lien which secures such Debt (hereinafter called “Secured Obligations”) (I) in an aggregate principal amount equal to the aggregate principal amount of the Securities of Series No. 6 then Outstanding, (II) maturing (or being subject to mandatory redemption) on such dates and in such principal amounts that, at each Stated Maturity of the Outstanding Securities of Series No. 6, there shall mature (or be redeemed) Secured Obligations equal in principal amount to such Securities then to mature and (III) containing, in addition to any mandatory redemption provisions applicable to all Secured Obligations outstanding under such Lien and any mandatory redemption provisions contained therein pursuant to clause (II) above, mandatory redemption provisions correlative to the provisions, if any, for the mandatory redemption (pursuant to a sinking fund or otherwise) of the Securities of Series No. 6 or for the redemption thereof at the option of the Holder, as well as a provision for mandatory redemption upon an acceleration of the maturity of all Outstanding Securities of Series No. 6 following an Event of Default (such mandatory redemption to be rescinded upon the rescission of such acceleration); it being expressly understood that such Secured Obligations (X) may, but need not, bear interest, (Y) may, but need not, contain provisions for the redemption thereof at the option of the issuer, any such redemption to be made at a redemption price or prices not less than the principal amount thereof and (Z) shall be held by the Trustee for the benefit of the Holders of all Securities of Series No. 6 from time to time Outstanding subject to such terms and conditions relating to surrender to the Company, transfer restrictions, voting, application of payments of principal and interest and other matters as shall be set forth in an indenture supplemental hereto specifically providing for the delivery to the Trustee of such Secured Obligations.

Section 5.If the Company shall elect either of the alternatives described in Section 4 above, the Company shall deliver to the Trustee:

(A)an indenture supplemental to the Original Indenture (I) together with any appropriate inter-creditor arrangements, whereby such Securities of Series No. 6 then Outstanding shall be secured by the Lien referred to in Section 4 above equally and ratably with all other indebtedness secured by such Lien or (II) providing for the delivery to the Trustee of Secured Obligations; and

(B)an Officer’s Certificate (I) stating that, to the knowledge of the signer, (1) no Event of Default has occurred and is continuing and (2) no event has occurred and is continuing which entitles the secured party under such Lien to accelerate the maturity of the indebtedness outstanding thereunder and (II) stating the aggregate principal amount of indebtedness issuable, and then proposed to be issued, under and secured by such Lien; and

(C)an Opinion of Counsel (I) if the Securities of Series No. 6 then Outstanding are to be secured by such Lien, to the effect that all such Securities then Outstanding are entitled to the benefit of such Lien equally and ratably with all other indebtedness outstanding under such Lien or (II) if Secured Obligations are to be delivered to the Trustee, to the effect that such Secured Obligations have been duly issued under such Lien and constitute valid obligations, entitled to the benefit of such Lien equally and ratably with all other indebtedness then outstanding under such Lien.

Section 6.The Company agrees that for so long as any Securities of Series No. 6 shall remain Outstanding, and except for the sale of the properties and assets of the Company substantially as an entirety pursuant to Article Eleven of the Original Indenture, and other than assets required to be sold to conform with governmental requirements, the Company shall not, and shall not permit any of its Subsidiaries to, consummate any Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 15% of the consolidated assets of the Company and its consolidated Subsidiaries as of the beginning of the Company’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded for purposes of the 15% limitation specified above (i) if any such Asset Sale is in the ordinary course of business, (ii) to the extent that such assets are worn out or are no longer useful or necessary in connection with the operation of the business of the Company or its Subsidiaries, (iii) to the extent such assets are being transferred to a wholly-owned Subsidiary of the Company, (iv) to the extent any such assets subject to any such Asset Sale involve transfers of assets of or equity interests in connection with (a) the formation of any joint venture between the Company or any of its Subsidiaries and any other entity, or (b) any project development and acquisition activities, and (v) if the proceeds thereof (a) are, within 12 months of such Asset Sale, invested or reinvested by the Company or any Subsidiary in a Permitted Business, (b) are used by the Company or a Subsidiary to repay Debt of the Company or such Subsidiary, or (c) are retained by the Company or its Subsidiaries. Additionally, if prior to any Asset Sale that otherwise would cause the 15% limitation to be exceeded, Moody’s and S&P confirm the then current long term debt rating of such Securities of Series No. 6 after giving effect to such Asset Sale, such Asset Sale shall also be disregarded for purposes of the foregoing limitations.

Section 7.So long as any Securities of Series No. 6 shall remain Outstanding, the following event shall be an Event of Default with respect to the Securities of Series No. 6: the occurrence of a matured event of default, as defined in any instrument of the Company under which there may be issued or evidenced any Debt of the Company, that has resulted in the acceleration of such Debt in excess of $25,000,000, or any default in payment of Debt in excess of $25,000,000 at final maturity, after the expiration of any applicable grace or cure periods; provided, however, that the waiver or cure of any such default under any such instrument or Debt shall constitute a waiver and cure of the corresponding Event of Default under the Indenture and the rescission and annulment of the consequences thereof shall constitute a rescission and annulment of the corresponding consequences under the Indenture.

Section 8.So long as any Securities of Series No. 6 shall remain Outstanding, for purposes of Section 1101(a) of the Indenture, “corporation” shall be deemed to refer to a corporation or limited liability company. For all other purposes, the definition of “corporation” in Section 101 of the Original Indenture shall govern.

Section 9.For the purposes of this Article One, except as otherwise expressly provided or unless the context otherwise requires:

(A)“Asset Sale” shall mean any sale of any assets of the Company or its Subsidiaries including by way of the sale by the Company or any of its Subsidiaries of equity interests in such Subsidiaries.

(B)“Debt”, with respect to any Person, means (A) indebtedness of such Person for borrowed money evidenced by a bond, debenture, note or other similar written instrument or agreement by which such Person is obligated to repay such borrowed money and (B) any guaranty by such Person of any such indebtedness of another Person. “Debt” does not include, among other things, (W) indebtedness of such Person under any installment sale or conditional sale agreement or any other agreement relating to indebtedness for the deferred purchase price of property or services, (X) any trade obligations (including obligations under agreements relating to the purchase and sale of any commodity, including power purchase or sale agreements, and any commodity hedges or derivatives regardless or whether such transaction is a “financial” or physical transaction) or other obligations of such Person in the ordinary course of business, (Y) obligations of such Person under any lease agreement (including any lease intended as security), whether or not such obligations are required to be capitalized on the balance sheet of such Person under generally accepted accounting principles, or (Z) liabilities secured by any Lien on any property owned by such Person if and to the extent that such Person has not assumed or otherwise become liable for the payment thereof.

(C)“Lien” means any lien, mortgage, deed of trust, pledge or security interest, in each case, intended to secure the repayment of Debt, except for any Permitted Lien.

(D)“Material Subsidiary” means PPL Global, LLC, a Delaware limited liability company, PPL EnergyPlus, LLC, a Delaware limited liability company, or PPL Generation, LLC, a Delaware limited liability company.

(E)“Moody’s” means Moody’s Investors Service, Inc. and its successors and assigns, or absent a successor, or if such entity ceases to rate the Securities of Series No. 6, such other nationally recognized statistical rating organization as the Company may designate by notice to the Trustee.

(F)“Permitted Business” means a business that is the same or similar to the business of the Company or any Subsidiary as of the date that Securities of Series No. 6 are first authenticated hereunder, or any business reasonably related thereto.

(G)“Permitted Liens” means

(i)any Liens existing at July 18, 2006;

(ii)any vendors’ Liens, purchase money Liens and other Liens on property at the time of acquisition thereof by the Company and Liens to secure or provide for the construction or improvement of property provided that no such Lien shall extend to or cover any other property of the Company;

(iii)any Liens on cash or securities (other than limited liability company interests issued by any Material Subsidiary), including any cash or securities on hand or in banks or other financial institutions, deposit accounts and interests in general or limited partnerships;

(iv)any Liens on the equity interest of any Subsidiary that is not a Material Subsidiary;

(v)any Liens on property or shares of capital stock, or arising out of any Debt of any corporation existing at the time the corporation becomes or is merged or consolidated into the Company;

(vi)any Liens in connection with the issuance of tax-exempt industrial development or pollution control bonds or other similar bonds issued pursuant to Section 103(b) of the Internal Revenue Code of 1986, as amended (or any successor provision), to finance all or any part of the purchase price of or the cost of constructing, equipping or improving property, provided that such Liens are limited to the property acquired or constructed or improved and to substantially unimproved real property on which such construction or improvement is located; provided, further, that the Company may further secure all or any part of such purchase price or the cost of construction or improvement by an interest on additional property of the Company only to the extent necessary for the construction, maintenance and operation of, and access to, such property so acquired or constructed or such improvement;

(vii)any Liens on contracts, leases and other agreements of whatsoever kind and nature; any Liens on contract rights, bills, notes and other instruments; any Liens on revenues, income and earnings, accounts, accounts receivable and unbilled revenues, claims, credits, demands and judgments; any Liens on governmental and other licenses, permits, franchises, consents and allowances; and any Liens on patents, patent licenses and other patent rights, patent applications, trade names, trademarks, copyrights, claims, credits, choses in action and other intangible property and general intangibles including, but not limited to, computer software;

(viii)any Liens securing Debt which matures less than one year from the date of issuance or incurrence thereof and is not extendible at the option of the issuer, and any refundings, refinancings and/or replacements of any such Debt by or with similar secured Debt;

(ix)any Liens on automobiles, buses, trucks and other similar vehicles and movable equipment; vessels, boats, barges and other marine equipment; airplanes, helicopters, aircraft engines and other flight equipment; parts, accessories and supplies used in connection with any of the foregoing;

(x)any Liens on furniture and furnishings, and computers, data processing, data storage, data transmission, telecommunications and other equipment and facilities, equipment and apparatus, which, in any case, are used primarily for administrative or clerical purposes;

(xi)any Liens on property which is the subject of a lease agreement designating the Company as lessee and all right, title and interest of the Company in and to such property and in, to and under such lease agreement, whether or not such lease agreement is intended as security;

(xii)other Liens securing Debt the principal amount of which does not exceed 10% of the total assets of the Company and its consolidated Subsidiaries as shown on the Company’s most recent audited consolidated balance sheet; and

(xiii)any Liens granted in connection with extending, renewing, replacing or refinancing, in whole or in part, the Debt secured by liens described in the foregoing clauses (i) through (xii), to the extent of such Debt so extended, renewed, replaced or refinanced.

(H)“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and its successors and assigns, or absent a successor, or if such entity ceases to rate the Securities of Series No. 6, such other nationally recognized statistical rating organization as the Company may designate by notice to the Trustee.

(I)“Subsidiary” means any corporation a majority of the outstanding Voting Stock of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries of the Company.

(J)“Voting Stock” means stock (or other interests) of a corporation having voting power for the election of directors, managers or trustees thereof, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.

ARTICLE TWO

Miscellaneous Provisions

Section 1.This Supplemental Indenture No. 5 is a supplement to the Original Indenture. As supplemented by this Supplemental Indenture No. 5, the Indenture is in all respects ratified, approved and confirmed, and the Original Indenture and this Supplemental Indenture No. 5 shall together constitute one and the same instrument.

Section 2.The recitals contained in this Supplemental Indenture No. 5 shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness and makes no representations as to the validity or sufficiency of this Supplemental Indenture No. 5.

Section 3.This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 5 to be duly executed, and their respective seals to be hereunto affixed and attested, all as of the day and year first written above.

PPL ENERGY SUPPLY, LLC

By:_______________________________________

Name: James E. Abel

Title: Vice President and Treasurer

[SEAL]

ATTEST:

_______________________________________

JPMORGAN CHASE BANK, N.A.,

   as Trustee

By: _____________________________________

Name:

Title:

[SEAL]

ATTEST:

_______________________________________

EX-4.C

Exhibit 4(c)

PPL ENERGY SUPPLY, LLC,

Issuer

TO

JPMORGAN CHASE BANK, N.A.

(formerly known as The Chase Manhattan Bank),

Trustee

_________

Supplemental Indenture No. 6

Dated as of July 1, 2006

Supplemental to the Indenture

dated as of October 1, 2001

Increasing the aggregate principal amount

of the Securities of Series No. 5 under the Indenture

designated Senior Notes, 6.20% Series due 2016 to $450,000,000

SUPPLEMENTAL INDENTURE NO. 6, dated as of July 1, 2006 between PPL ENERGY SUPPLY, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (herein called the “Company”), and JPMORGAN CHASE BANK, N.A., a national banking association (formerly known as The Chase Manhattan Bank), as Trustee (herein called the “Trustee”), under the Indenture dated as of October 1, 2001 (hereinafter called the “Original Indenture”), this Supplemental Indenture No. 6 being supplemental thereto. The Original Indenture and any and all indentures and instruments supplemental thereto are hereinafter sometimes collectively called the “Indenture.”

Recitals of the Company

The Original Indenture was authorized, executed and delivered by the Company to provide for the issuance by the Company from time to time of its Securities (such term and all other capitalized terms used herein without definition having the meanings assigned to them in the Original Indenture), to be issued in one or more series as contemplated therein.

As contemplated by Sections 301 and 1201(f) of the Original Indenture, (i) the Company previously established a series of Securities to be designated “Senior Notes, 6.20% Series due 2016” pursuant to Supplemental Indenture No. 4, dated as of May 1, 2006, to the Original Indenture, such series to be limited in aggregate principal amount (except as contemplated in Section 301(b) and the last paragraph of Section 301 of the Original Indenture) to $300,000,000 (such series of Securities hereinafter and in such Supplemental Indenture No. 4 sometimes called “Series No. 5”) and (ii) as contemplated in the last paragraph of Section 301 of the Original Indenture, the Company now wishes to increase the aggregate principal amount of such series and issue additional Securities of Series No. 5.

The Company has duly authorized the execution and delivery of this Supplemental Indenture No. 6 to increase the aggregate principal amount of such series and provide for the issuance of additional Securities of Series No. 5 (the “Additional Securities”), and has duly authorized the issuance of such Additional Securities. All acts necessary to make this Supplemental Indenture No. 6 a valid agreement of the Company and to make the Additional Securities of Series No. 5 valid obligations of the Company have been performed.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 6 WITNESSETH:

For and in consideration of the premises and of the purchase of the Additional Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities of Series No. 5 (including the Additional Securities), as follows:

ARTICLE ONE

Fifth Series of Securities

Section 1.The aggregate principal amount of the series of Securities designated “Senior Notes, 6.20% Series due 2016” and sometimes called the Securities of Series No. 5 under the Indenture is hereby increased and limited in aggregate principal amount (except as contemplated in Section 301(b) and the last paragraph of Section 301 of the Original Indenture) to $450,000,000, and the additional Securities shall constitute a part of the Securities of Series No. 5. The form and terms of the Additional Securities of Series No. 5 shall be established in an Officer’s Certificate of the Company, as contemplated by Section 301 of the Original Indenture.

Section 2.The Company hereby agrees that, if the Company shall make any deposit of money and/or Eligible Obligations with respect to any Securities of Series No. 5, including the Additional Securities, or any portion of the principal amount thereof, as contemplated by Section 701 of the Indenture, the Company shall not deliver an Officer’s Certificate described in clause (z) in the first paragraph of said Section 701 unless the Company shall also deliver to the Trustee, together with such Officer’s Certificate, either:

(A)an instrument wherein the Company, notwithstanding the satisfaction and discharge of its indebtedness in respect of such Securities, shall assume the obligation (which shall be absolute and unconditional) to irrevocably deposit with the Trustee or Paying Agent such additional sums of money, if any, or additional Eligible Obligations (meeting the requirements of Section 701), if any, or any combination thereof, at such time or times, as shall be necessary, together with the money and/or Eligible Obligations theretofore so deposited, to pay when due the principal of and premium, if any, and interest due and to become due on such Securities or portions thereof, all in accordance with and subject to the provisions of said Section 701; provided, however, that such instrument may state that the obligation of the Company to make additional deposits as aforesaid shall arise only upon the delivery to the Company by the Trustee of a notice asserting the deficiency and showing the calculation thereof and shall continue only until the Company shall have delivered to the Trustee an opinion of an independent public accountant of nationally recognized standing to the effect that no such deficiency exists and showing the calculation of the sufficiency of the deposits then held by the Trustee; or

(B)an Opinion of Counsel to the effect that the Holders of such Securities, or portions of the principal amount thereof, will not recognize income, gain or loss for United States federal income tax purposes as a result of the satisfaction and discharge of the Company’s indebtedness in respect thereof and will be subject to United States federal income tax on the same amounts, at the same times and in the same manner as if such satisfaction and discharge had not been effected.

Section 3.The Company agrees that for so long as any Securities of Series No. 5, including the Additional Securities, shall remain Outstanding, without consent of the Holders of a majority in principal amount of the Outstanding Securities of such series, the Company shall not create, incur or assume any Lien (other than Permitted Liens) upon any property of the Company, whether now owned or hereafter acquired, in order to secure any Debt of the Company. The foregoing agreement shall not restrict the ability of Subsidiaries or Affiliates of the Company to create, incur or assume any Lien upon their properties or assets.

Section 4.The provisions of Section 3 above shall not prohibit the creation, issuance, incurrence or assumption of any Lien if either

(A)the Company shall make effective provision whereby all Securities of Series No. 5 then Outstanding shall be secured equally and ratably with all other Debt then outstanding under such Lien; or

(B)the Company shall deliver to the Trustee bonds, notes or other evidences of indebtedness secured by the Lien which secures such Debt (hereinafter called “Secured Obligations”) (I) in an aggregate principal amount equal to the aggregate principal amount of the Securities of Series No. 5 then Outstanding, (II) maturing (or being subject to mandatory redemption) on such dates and in such principal amounts that, at each Stated Maturity of the Outstanding Securities of Series No. 5, there shall mature (or be redeemed) Secured Obligations equal in principal amount to such Securities then to mature and (III) containing, in addition to any mandatory redemption provisions applicable to all Secured Obligations outstanding under such Lien and any mandatory redemption provisions contained therein pursuant to clause (II) above, mandatory redemption provisions correlative to the provisions, if any, for the mandatory redemption (pursuant to a sinking fund or otherwise) of the Securities of Series No. 5 or for the redemption thereof at the option of the Holder, as well as a provision for mandatory redemption upon an acceleration of the maturity of all Outstanding Securities of Series No. 5 following an Event of Default (such mandatory redemption to be rescinded upon the rescission of such acceleration); it being expressly understood that such Secured Obligations (X) may, but need not, bear interest, (Y) may, but need not, contain provisions for the redemption thereof at the option of the issuer, any such redemption to be made at a redemption price or prices not less than the principal amount thereof and (Z) shall be held by the Trustee for the benefit of the Holders of all Securities of Series No. 5 from time to time Outstanding subject to such terms and conditions relating to surrender to the Company, transfer restrictions, voting, application of payments of principal and interest and other matters as shall be set forth in an indenture supplemental hereto specifically providing for the delivery to the Trustee of such Secured Obligations.

Section 5.If the Company shall elect either of the alternatives described in Section 4 above, the Company shall deliver to the Trustee:

(A)an indenture supplemental to the Original Indenture (I) together with any appropriate inter-creditor arrangements, whereby such Securities of Series No. 5 then Outstanding shall be secured by the Lien referred to in Section 4 above equally and ratably with all other indebtedness secured by such Lien or (II) providing for the delivery to the Trustee of Secured Obligations; and

(B)an Officer’s Certificate (I) stating that, to the knowledge of the signer, (1) no Event of Default has occurred and is continuing and (2) no event has occurred and is continuing which entitles the secured party under such Lien to accelerate the maturity of the indebtedness outstanding thereunder and (II) stating the aggregate principal amount of indebtedness issuable, and then proposed to be issued, under and secured by such Lien; and

(C)an Opinion of Counsel (I) if the Securities of Series No. 5 then Outstanding are to be secured by such Lien, to the effect that all such Securities then Outstanding are entitled to the benefit of such Lien equally and ratably with all other indebtedness outstanding under such Lien or (II) if Secured Obligations are to be delivered to the Trustee, to the effect that such Secured Obligations have been duly issued under such Lien and constitute valid obligations, entitled to the benefit of such Lien equally and ratably with all other indebtedness then outstanding under such Lien.

Section 6.The Company agrees that for so long as any Securities of Series No. 5 shall remain Outstanding, and except for the sale of the properties and assets of the Company substantially as an entirety pursuant to Article Eleven of the Original Indenture, and other than assets required to be sold to conform with governmental requirements, the Company shall not, and shall not permit any of its Subsidiaries to, consummate any Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 15% of the consolidated assets of the Company and its consolidated Subsidiaries as of the beginning of the Company’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded for purposes of the 15% limitation specified above (i) if any such Asset Sale is in the ordinary course of business, (ii) to the extent that such assets are worn out or are no longer useful or necessary in connection with the operation of the business of the Company or its Subsidiaries, (iii) to the extent such assets are being transferred to a wholly-owned Subsidiary of the Company, (iv) to the extent any such assets subject to any such Asset Sale involve transfers of assets of or equity interests in connection with (a) the formation of any joint venture between the Company or any of its Subsidiaries and any other entity, or (b) any project development and acquisition activities, and (v) if the proceeds thereof (a) are, within 12 months of such Asset Sale, invested or reinvested by the Company or any Subsidiary in a Permitted Business, (b) are used by the Company or a Subsidiary to repay Debt of the Company or such Subsidiary, or (c) are retained by the Company or its Subsidiaries. Additionally, if prior to any Asset Sale that otherwise would cause the 15% limitation to be exceeded, Moody’s and S&P confirm the then current long term debt rating of such Securities of Series No. 5 after giving effect to such Asset Sale, such Asset Sale shall also be disregarded for purposes of the foregoing limitations.

Section 7.So long as any Securities of Series No. 5 shall remain Outstanding, the following event shall be an Event of Default with respect to the Securities of Series No. 5: the occurrence of a matured event of default, as defined in any instrument of the Company under which there may be issued or evidenced any Debt of the Company, that has resulted in the acceleration of such Debt in excess of $25,000,000, or any default in payment of Debt in excess of $25,000,000 at final maturity, after the expiration of any applicable grace or cure periods; provided, however, that the waiver or cure of any such default under any such instrument or Debt shall constitute a waiver and cure of the corresponding Event of Default under the Indenture and the rescission and annulment of the consequences thereof shall constitute a rescission and annulment of the corresponding consequences under the Indenture.

Section 8.So long as any Securities of Series No. 5 shall remain Outstanding, for purposes of Section 1101(a) of the Indenture, “corporation” shall be deemed to refer to a corporation or limited liability company. For all other purposes, the definition of “corporation” in Section 101 of the Original Indenture shall govern.

Section 9.For the purposes of this Article One, except as otherwise expressly provided or unless the context otherwise requires:

(A)“Asset Sale” shall mean any sale of any assets of the Company or its Subsidiaries including by way of the sale by the Company or any of its Subsidiaries of equity interests in such Subsidiaries.

(B)“Debt”, with respect to any Person, means (A) indebtedness of such Person for borrowed money evidenced by a bond, debenture, note or other similar written instrument or agreement by which such Person is obligated to repay such borrowed money and (B) any guaranty by such Person of any such indebtedness of another Person. “Debt” does not include, among other things, (W) indebtedness of such Person under any installment sale or conditional sale agreement or any other agreement relating to indebtedness for the deferred purchase price of property or services, (X) any trade obligations (including obligations under agreements relating to the purchase and sale of any commodity, including power purchase or sale agreements, and any commodity hedges or derivatives regardless or whether such transaction is a “financial” or physical transaction) or other obligations of such Person in the ordinary course of business, (Y) obligations of such Person under any lease agreement (including any lease intended as security), whether or not such obligations are required to be capitalized on the balance sheet of such Person under generally accepted accounting principles, or (Z) liabilities secured by any Lien on any property owned by such Person if and to the extent that such Person has not assumed or otherwise become liable for the payment thereof.

(C)“Lien” means any lien, mortgage, deed of trust, pledge or security interest, in each case, intended to secure the repayment of Debt, except for any Permitted Lien.

(D)“Material Subsidiary” means PPL Global, LLC, a Delaware limited liability company, PPL EnergyPlus, LLC, a Delaware limited liability company, or PPL Generation, LLC, a Delaware limited liability company.

(E)“Moody’s” means Moody’s Investors Service, Inc. and its successors and assigns, or absent a successor, or if such entity ceases to rate the Securities of Series No. 5, such other nationally recognized statistical rating organization as the Company may designate by notice to the Trustee.

(F)“Permitted Business” means a business that is the same or similar to the business of the Company or any Subsidiary as of the date that Securities of Series No. 5 are first authenticated hereunder, or any business reasonably related thereto.

(G)“Permitted Liens” means

(i)any Liens existing at May 18, 2006;

(ii)any vendors’ Liens, purchase money Liens and other Liens on property at the time of acquisition thereof by the Company and Liens to secure or provide for the construction or improvement of property provided that no such Lien shall extend to or cover any other property of the Company;

(iii)any Liens on cash or securities (other than limited liability company interests issued by any Material Subsidiary), including any cash or securities on hand or in banks or other financial institutions, deposit accounts and interests in general or limited partnerships;

(iv)any Liens on the equity interest of any Subsidiary that is not a Material Subsidiary;

(v)any Liens on property or shares of capital stock, or arising out of any Debt of any corporation existing at the time the corporation becomes or is merged or consolidated into the Company;

(vi)any Liens in connection with the issuance of tax-exempt industrial development or pollution control bonds or other similar bonds issued pursuant to Section 103(b) of the Internal Revenue Code of 1986, as amended (or any successor provision), to finance all or any part of the purchase price of or the cost of constructing, equipping or improving property, provided that such Liens are limited to the property acquired or constructed or improved and to substantially unimproved real property on which such construction or improvement is located; provided, further, that the Company may further secure all or any part of such purchase price or the cost of construction or improvement by an interest on additional property of the Company only to the extent necessary for the construction, maintenance and operation of, and access to, such property so acquired or constructed or such improvement;

(vii)any Liens on contracts, leases and other agreements of whatsoever kind and nature; any Liens on contract rights, bills, notes and other instruments; any Liens on revenues, income and earnings, accounts, accounts receivable and unbilled revenues, claims, credits, demands and judgments; any Liens on governmental and other licenses, permits, franchises, consents and allowances; and any Liens on patents, patent licenses and other patent rights, patent applications, trade names, trademarks, copyrights, claims, credits, choses in action and other intangible property and general intangibles including, but not limited to, computer software;

(viii)any Liens securing Debt which matures less than one year from the date of issuance or incurrence thereof and is not extendible at the option of the issuer, and any refundings, refinancings and/or replacements of any such Debt by or with similar secured Debt;

(ix)any Liens on automobiles, buses, trucks and other similar vehicles and movable equipment; vessels, boats, barges and other marine equipment; airplanes, helicopters, aircraft engines and other flight equipment; parts, accessories and supplies used in connection with any of the foregoing;

(x)any Liens on furniture and furnishings, and computers, data processing, data storage, data transmission, telecommunications and other equipment and facilities, equipment and apparatus, which, in any case, are used primarily for administrative or clerical purposes;

(xi)any Liens on property which is the subject of a lease agreement designating the Company as lessee and all right, title and interest of the Company in and to such property and in, to and under such lease agreement, whether or not such lease agreement is intended as security;

(xii)other Liens securing Debt the principal amount of which does not exceed 10% of the total assets of the Company and its consolidated Subsidiaries as shown on the Company’s most recent audited consolidated balance sheet; and

(xiii)any Liens granted in connection with extending, renewing, replacing or refinancing, in whole or in part, the Debt secured by liens described in the foregoing clauses (i) through (xii), to the extent of such Debt so extended, renewed, replaced or refinanced.

(H)“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and its successors and assigns, or absent a successor, or if such entity ceases to rate the Securities of Series No. 5, such other nationally recognized statistical rating organization as the Company may designate by notice to the Trustee.

(I)“Subsidiary” means any corporation a majority of the outstanding Voting Stock of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries of the Company.

(J)“Voting Stock” means stock (or other interests) of a corporation having voting power for the election of directors, managers or trustees thereof, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.

ARTICLE TWO

Miscellaneous Provisions

Section 1.This Supplemental Indenture No. 6 is a supplement to the Original Indenture. As supplemented by this Supplemental Indenture No. 6, the Indenture is in all respects ratified, approved and confirmed, and the Original Indenture and this Supplemental Indenture No. 6 shall together constitute one and the same instrument.

Section 2.The recitals contained in this Supplemental Indenture No. 6 shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness and makes no representations as to the validity or sufficiency of this Supplemental Indenture No. 6.

Section 3.This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 6 to be duly executed, and their respective seals to be hereunto affixed and attested, all as of the day and year first written above.

PPL ENERGY SUPPLY, LLC

By:_______________________________________

Name: James E. Abel

Title: Vice President and Treasurer

[SEAL]

ATTEST:

______________________________

JPMORGAN CHASE BANK, N.A.,

   as Trustee

By: ______________________________________

Name:

Title:

[SEAL]

ATTEST:

______________________________

EX-10.D

Exhibit 10(d)

FOURTH AMENDMENT

TO

CREDIT AND SECURITY AGREEMENT

THIS FOURTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT, dated as of July 31, 2006 (this “Amendment”), is entered into by and among PPL Receivables Corporation (“Borrower”), PPL Electric Utilities Corporation (“PPL Electric”), Variable Funding Capital Company LLC (successor to Blue Ridge Asset Funding Corporation) (“VFCC”), and Wachovia Bank, National Association (together with its successors and assigns, the “Agent”). Capitalized terms used and not otherwise defined herein are used as defined in the Agreement (as defined below).

WHEREAS, the Borrower, PPL Electric, VFCC and the Agent are parties to that certain Credit and Security Agreement, dated as of August 1, 2004 (as amended, supplemented or otherwise modified from time to time, the "Agreement");

WHEREAS, the parties to the Agreement wish to amend the Agreement in certain respects as hereinafter described;

NOW THEREFORE, in consideration of the premises and the other mutual covenants contained herein, the parties hereto agree as follows:

SECTION 1.Amendments. The Agreement is hereby amended in the following ways:

(i)Section 14.5 is hereby amended and restated in its entirety to read as follows:

“Section 14.5  Confidentiality.

(a)Each PPL Electric Party and each Lender shall maintain and shall cause each of its employees and officers to maintain the confidentiality of this Agreement and the other confidential or proprietary information with respect to the PPL Electric Parties, the Agent and the Lenders and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that such PPL Electric Party and such Lender and its officers and employees may disclose such information to such PPL Electric Party’s and such Lender’s respective external accountants and attorneys and as required by any applicable law or order of any judicial or administrative proceeding.

(b)Anything herein to the contrary notwithstanding, each PPL Electric Party hereby consents to the disclosure of any nonpublic information with respect to it (i) to the Agent, the Liquidity Banks or VFCC by each other, (ii) by the Agent or the Lenders to any prospective or actual assignee or participant of any of them and (iii) by the Agent to any rating agency, Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to VFCC and to any officers, directors, employees, advisors, outside accountants and attorneys of any of the foregoing, provided that each such Person is informed of the confidential nature of such information. In addition, the Lenders and the Agent may disclose any such nonpublic information pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law).”

(ii)Clause (iv) of the definition of “Eligible Receivable” in Exhibit I of the Agreement is hereby amended and restated in its entirety to read as follows:

“(iv) which is not a Defaulted Receivable;”.

(iii)The definition of “Facility Termination Date” in Exhibit I of the Agreement is hereby amended and restated in its entirety to read as follows:

“Facility Termination Date: The earlier of (i) the Liquidity Termination Date, (ii) the Amortization Date and (iii) July 30, 2007.”

(iv)The definition of “Five-Year Credit Agreement” in Exhibit I of the Agreement is hereby amended and restated in its entirety to read as follows:

“Five-Year Credit Agreement: That certain Second Amended and Restated Five-Year Credit Agreement, dated as of June 9, 2006, by and among Originator, the Lenders from time to time party thereto, Wachovia Bank, National Association, Barclays Bank PLC, Citibank, N.A., Wachovia Capital Markets, LLC, Barclays Capital, CitiGroup Global Markets, Inc., UBS Loan Finance, LLC and JPMorgan Chase Bank, as may be modified, amended or restated from time to time.”

SECTION 2. Reference to and Effect on the Agreement and the Related Documents. Upon the effectiveness of this Amendment, (i) each of the Borrower and PPL Electric hereby reaffirms all representations and warranties made by it in the Agreement and agrees that all such representations and warranties shall be deemed to have been remade as of the effective date of this Amendment, (ii) each of the Borrower and PPL Electric hereby represents and warrants that no Amortization Event or Unmatured Amortization Event shall have occurred and be continuing and (iii) each reference in the Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean and be, and any references to the Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Agreement shall mean and be, a reference to the Agreement as amended hereby.

SECTION 3. Effect. Upon the execution and delivery of counterparts of this Amendment by each of the parties hereto, this Amendment shall be effective as of the date of receipt by the Agent of all executed signature pages. Except as otherwise amended by this Amendment, the Agreement shall continue in full force and effect and is hereby ratified and confirmed.

SECTION 4. Governing Law. This Amendment will be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflicts of laws principles thereof (other than Section 5-1401 of the New York General Obligations Law).

SECTION 5. Severability. Each provision of this Amendment shall be severable from every other provision of this Amendment for the purpose of determining the legal enforceability of any provision hereof, and the unenforceability of one or more provisions of this Amendment in one jurisdiction shall not have the effect of rendering such provision or provisions unenforceable in any other jurisdiction.

SECTION 6. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

PPL RECEIVABLES CORPORATION

By: _______________________________________

Name:_____________________________________

Title:______________________________________

PPL ELECTRIC UTILITIES CORPORATION

By: _______________________________________

Name:_____________________________________

Title:______________________________________

VARIABLE FUNDING CAPITAL COMPANY LLC

By:Wachovia Capital Markets, LLC,

        as Attorney-In-Fact

By: _______________________________________

Name:_____________________________________

Title:______________________________________

WACHOVIA BANK,

NATIONAL ASSOCIATION,

as a Liquidity Bank and as Agent

By: _______________________________________

Name:_____________________________________

Title:______________________________________

[Signature page to Fourth Amendment to CSA - PPL]

EX-12.A

Exhibit 12(a)
PPL CORPORATION AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (Millions of Dollars)
	12 Months Ended June 30,			12 Months Ended December 31,
	2006			2005			2004			2003			2002			2001
Fixed charges, as defined:
Interest on long-term debt	$	464		$	465		$	491		$	417		$	486		$	351
Interest on short-term debt and   other interest		18			29			20			25			70			44
Amortization of debt discount,   expense and premium - net		20			23			8			41			25			17
Estimated interest component of   operating rentals		32			32			34			45			38			36
Preferred securities distributions of   subsidiaries on a pre-tax basis		11			5			5			45			79			64
Total fixed charges	$	545		$	554		$	558		$	573		$	698		$	512
Earnings, as defined:
Net income (a)	$	879		$	744		$	721		$	740		$	444		$	167
Preferred security dividend requirements		6			3			3			30			66			52
Less undistributed income (loss)   of equity method investments		(8	)		(14	)		(14	)		(19	)		(23	)		20
		893			761			738			789			533			199
Add:
Income taxes		225			121			203			179			214			261
Total fixed charges as above   (excluding capitalized interest and   preferred security distributions of   subsidiaries on a pre-tax basis)		520			540			547			521			598			419
Total earnings	$	1,638		$	1,422		$	1,488		$	1,489		$	1,345		$	879
Ratio of earnings to fixed charges		3.0			2.6			2.7			2.6			1.9			1.7
Ratio of earnings to combined fixed charges   and preferred stock dividends (b)		3.0			2.6			2.7			2.6			1.9			1.7

(a)	Net income excludes minority interest, loss from discontinued operations and the cumulative effects of changes in accounting principles.
(b)	PPL, the parent holding company, does not have any preferred stock outstanding; therefore, the ratio of earnings to combined fixed charges and preferred stock dividends is the same as the ratio of earnings to fixed charges.

EX-12.B

Exhibit 12(b)
PPL ENERGY SUPPLY, LLC AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Millions of Dollars)
	12 Months Ended June 30,			12 Months Ended December 31,
	2006			2005			2004			2003			2002			2001
Fixed charges, as defined:
Interest on long-term debt	$	266		$	259		$	255		$	149		$	169		$	36
Interest on short-term debt and   other interest		16			26			23			25			52			33
Amortization of debt discount,   expense and premium - net		5			7			(6	)		31			9			2
Estimated interest component of   operating rentals		15			15			17			31			21			19
Preferred securities distributions of   subsidiaries on a pre-tax basis											8			12
Total fixed charges	$	302		$	307		$	289		$	244		$	263		$	90
Earnings, as defined:
Net income (a)	$	707		$	608		$	673		$	733		$	515		$	168
Preferred security dividend requirement											5			8
Less undistributed income (loss)   of equity method investments		(9	)		(14	)		(13	)		(15	)		(22	)		20
		716			622			686			753			545			148
Add:
Income taxes		173			75			207			194			270			274
Total fixed charges as above (excluding   capitalized interest and preferred security   distributions of subsidiaries on a pre-tax   basis)		289			299			285			230			231			66
Total earnings	$	1,178		$	996		$	1,178		$	1,177		$	1,046		$	488
Ratio of earnings to fixed charges		3.9			3.2			4.1			4.8			4.0			5.4

(a) Net income excludes minority interest, loss from discontinued operations and the cumulative effects of changes in accounting principles.

EX-12.C

Exhibit 12(c)
PPL ELECTRIC UTILITIES CORPORATION AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (Millions of Dollars)
	12 Months Ended June 30,		12 Months Ended December 31,
	2006		2005		2004		2003		2002		2001
Fixed charges, as defined:
Interest on long-term debt	$	141	$	151	$	176	$	201	$	209	$	220
Interest on short-term debt and   other interest		18		22		7		3		3		4
Amortization of debt discount,   expense and premium - net		8		9		7		8		7		6
Estimated interest component of   operating rentals		8		8		8		7		7		8
Preferred security distributions of   subsidiaries on a pre-tax basis										13		23
Total fixed charges	$	175	$	190	$	198	$	219	$	239	$	261
Earnings, as defined:
Net income (a)	$	181	$	147	$	76	$	28	$	55	$	140
Add:
Income taxes		88		69		8		18		18		65
Total fixed charges as above   (excluding capitalized interest and   preferred security distributions of   subsidiaries on a pre-tax basis)		174		190		197		219		225		238
Total earnings	$	443	$	406	$	281	$	265	$	298	$	443
Ratio of earnings to fixed charges		2.5		2.1		1.4		1.2		1.2		1.7
Preferred stock dividend requirements on a   pre-tax basis	$	10	$	4	$	4	$	5	$	7	$	7
Fixed charges, as above		175		190		198		219		239		261
Total fixed charges and preferred   stock dividends	$	185	$	194	$	202	$	224	$	246	$	268
Ratio of earnings to combined fixed charges   and preferred stock dividends		2.4		2.1		1.4		1.2		1.2		1.7

(a) Net income excludes the cumulative effect of a change in accounting principle.

EX-31.A

Exhibit 31(a)

CERTIFICATION
I, WILLIAM F. HECHT, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of PPL Corporation ("the registrant");
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 3, 2006			/s/  William F. Hecht
			William F. Hecht Chairman and Chief Executive Officer PPL Corporation

EX-31.B

Exhibit 31(b)

CERTIFICATION
I, JOHN R. BIGGAR, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of PPL Corporation ("the registrant");
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 3, 2006			/s/  John R. Biggar
			John R. Biggar Executive Vice President and Chief Financial Officer PPL Corporation

EX-31.C

Exhibit 31(c)

CERTIFICATION
I, WILLIAM F. HECHT, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of PPL Energy Supply, LLC (the "registrant");
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 3, 2006			/s/  William F. Hecht
			William F. Hecht President PPL Energy Supply, LLC

EX-31.D

Exhibit 31(d)

CERTIFICATION
I, PAUL A. FARR, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of PPL Energy Supply, LLC (the "registrant");
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 3, 2006			/s/  Paul A. Farr
			Paul A. Farr Senior Vice President PPL Energy Supply, LLC

EX-31.E

Exhibit 31(e)

CERTIFICATION
I, JOHN F. SIPICS, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of PPL Electric Utilities Corporation (the "registrant");
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 3, 2006			/s/  John F. Sipics
			John F. Sipics President PPL Electric Utilities Corporation

EX-31.F

Exhibit 31(f)

CERTIFICATION
I, PAUL A. FARR, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of PPL Electric Utilities Corporation (the "registrant");
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 3, 2006			/s/  Paul A. Farr
			Paul A. Farr Senior Vice President-Financial PPL Electric Utilities Corporation

EX-32.A

Exhibit 32(a)

CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

FOR PPL CORPORATION'S 10-Q FOR THE QUARTER ENDED JUNE 30, 2006

In connection with the quarterly report on Form 10-Q of PPL Corporation (the "Company") for the quarter ended June 30, 2006, as filed with the Securities and Exchange Commission on the date hereof (the "Covered Report"), I, the principal executive officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify that:

· The Covered Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

· The information contained in the Covered Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  August 3, 2006	/s/ William F. Hecht
	William F. Hecht Chairman and Chief Executive Officer PPL Corporation

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.B

Exhibit 32(b)

CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

FOR PPL CORPORATION'S 10-Q FOR THE QUARTER ENDED JUNE 30, 2006

In connection with the quarterly report on Form 10-Q of PPL Corporation (the "Company") for the quarter ended June 30, 2006, as filed with the Securities and Exchange Commission on the date hereof (the "Covered Report"), I, the principal financial officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify that:

· The Covered Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

· The information contained in the Covered Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  August 3, 2006	/s/ John R. Biggar
	John R. Biggar Executive Vice President and Chief Financial Officer PPL Corporation

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.C

Exhibit 32(c)

CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

FOR PPL ENERGY SUPPLY, LLC'S 10-Q FOR THE QUARTER ENDED JUNE 30, 2006

In connection with the quarterly report on Form 10-Q of PPL Energy Supply, LLC (the "Company") for the quarter ended June 30, 2006, as filed with the Securities and Exchange Commission on the date hereof (the "Covered Report"), I, the principal executive officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify that:

· The Covered Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

· The information contained in the Covered Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  August 3, 2006	/s/ William F. Hecht
	William F. Hecht President PPL Energy Supply, LLC

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.D

Exhibit 32(d)

CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

FOR PPL ENERGY SUPPLY, LLC'S 10-Q FOR THE QUARTER ENDED JUNE 30, 2006

In connection with the quarterly report on Form 10-Q of PPL Energy Supply, LLC (the "Company") for the quarter ended June 30, 2006, as filed with the Securities and Exchange Commission on the date hereof (the "Covered Report"), I, the principal financial officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify that:

· The Covered Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

· The information contained in the Covered Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  August 3, 2006	/s/  Paul A. Farr
	Paul A. Farr Senior Vice President PPL Energy Supply, LLC

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.E

Exhibit 32(e)

CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

FOR PPL ELECTRIC UTILITIES CORPORATION'S 10-Q FOR THE QUARTER ENDED JUNE 30, 2006

In connection with the quarterly report on Form 10-Q of PPL Electric Utilities Corporation (the "Company") for the quarter ended June 30, 2006, as filed with the Securities and Exchange Commission on the date hereof (the "Covered Report"), I, the principal executive officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify that:

· The Covered Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

· The information contained in the Covered Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  August 3, 2006	/s/ John F. Sipics
	John F. Sipics President PPL Electric Utilities Corporation

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.F

Exhibit 32(f)

CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

FOR PPL ELECTRIC UTILITIES CORPORATION'S 10-Q FOR THE QUARTER ENDED JUNE 30, 2006

In connection with the quarterly report on Form 10-Q of PPL Electric Utilities Corporation (the "Company") for the quarter ended June 30, 2006, as filed with the Securities and Exchange Commission on the date hereof (the "Covered Report"), I, the principal financial officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify that:

· The Covered Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

· The information contained in the Covered Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  August 3, 2006	/s/  Paul A. Farr
	Paul A. Farr Senior Vice President-Financial PPL Electric Utilities Corporation

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.