Bond PPL Capital Finance Inc. 2.905% ( US69352PAC77 ) in USD

PPL Capital Finance Inc.

100 % ▲

United States

US69352PAC77 ( in USD )

2.905% per year ( payment 2 times a year)

29/03/2067

Prospectus brochure of the bond PPL Capital Funding Inc US69352PAC77 en USD 2.905%, maturity 29/03/2067

1 000 USD

500 000 000 USD

69352PAC7

BBB ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

30/09/2025 ( In 140 days )

PPL Capital Funding Inc. is a privately held commercial real estate finance company specializing in providing bridge loans and other short-term financing solutions to real estate investors and developers across the United States.

The Bond issued by PPL Capital Finance Inc. ( United States ) , in USD, with the ISIN code US69352PAC77, pays a coupon of 2.905% per year.
The coupons are paid 2 times per year and the Bond maturity is 29/03/2067

The Bond issued by PPL Capital Finance Inc. ( United States ) , in USD, with the ISIN code US69352PAC77, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by PPL Capital Finance Inc. ( United States ) , in USD, with the ISIN code US69352PAC77, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B2 1 e31666b2e424b2.htm PROSPECTUS SUPPLEMENT
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Table of Contents
Filed pursuant to Rule 424(b)(2). Based upon the registration of $500 million of Junior Subordinated
Notes to be offered by means of this prospectus supplement and the accompanying prospectus under
the amended registration statement filed March 9, 2007, a filing fee of $15,350 has been calculated in
accordance with Rule 457(r). This fee has been previously transmitted to the SEC. This paragraph
shall be deemed to update the "Calculation of Registration Fee" table in the registration statement
referred to in the second sentence above.

Filed Pursuant to Rule 424(b)(2)
File Numbers 333-132574 and 333-132574-02
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 9, 2007)

$500,000,000

PPL Capital Funding, Inc.

2007 Series A Junior Subordinated Notes due 2067
Fully and Unconditionally Guaranteed as to Payment of Principal, Interest and any Premium
under Subordinated Guarantees of

PPL Corporation

PPL Capital Funding's 2007 Series A Junior Subordinated Notes due 2067 (the "Notes") will bear
interest at 6.70% per year until March 30, 2017. During this period, PPL Capital Funding will pay
interest on the Notes on September 30 and March 30 of each year, beginning September 30, 2007.
Beginning March 30, 2017, the Notes will bear interest at the Three-Month LIBOR Rate plus
266.5 basis points (2.665%), reset quarterly, and payable on March 30, June 30, September 30 and
December 30 of each year, beginning June 30, 2017, as further described in this prospectus
supplement. The Notes will mature on March 30, 2067.

PPL Capital Funding may defer interest payments on the Notes on one or more occasions for up to
10 consecutive years as described in this prospectus supplement. Deferred interest payments will
accumulate additional interest at a rate equal to the interest rate then applicable to the Notes,
compounded on each interest payment date, to the extent permitted by law.

PPL Capital Funding may redeem the Notes at its option at the times and prices described in this
prospectus supplement.

PPL Capital Funding's parent, PPL Corporation, will fully and unconditionally guarantee PPL
Capital Funding's obligations to pay principal, interest and premium, if any, on the Notes pursuant to
its subordinated guarantees.

Investing in the Notes involves certain risks. See "Risk Factors" beginning on
page S-9 of this prospectus supplement.

These securities have not been approved or disapproved by the Securities and Exchange
Commission or any state securities commission, nor has the Securities and Exchange Commission or
any state securities commission determined that this prospectus supplement or the accompanying
prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Price to
Underwriting Proceeds, Before

Public(1)

Discount
Expenses, to Us(1)

Per Note

99.766 %
1.25 %
98.516 %
Total
$ 498,830,000 $ 6,250,000 $ 492,580,000

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(1) Plus accrued interest, if any, from the date of issuance.

The underwriters expect to deliver the Notes to the purchasers in book-entry form only through the
facilities of The Depository Trust Company on or about March 20, 2007.

Joint Book-Running Managers

Barclays Capital

JPMorgan

Morgan Stanley

Wachovia Securities

Co-Managers

Credit Suisse
Merrill Lynch & Co.UBS Investment Bank

The date of this prospectus supplement is March 16, 2007.
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You should rely only on the information contained in or incorporated by reference in this
prospectus supplement and the accompanying prospectus. We have not authorized anyone to
provide you with different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the information contained in
or incorporated by reference in this prospectus supplement and the accompanying prospectus is
accurate as of any date after the date of this prospectus supplement.

TABLE OF CONTENTS

Page

Prospectus Supplement
ABOUT THIS PROSPECTUS SUPPLEMENT
S-3
WHERE YOU CAN FIND MORE INFORMATION
S-4
SUMMARY
S-5
RISK FACTORS
S-9
USE OF PROCEEDS
S-11
CONSOLIDATED CAPITALIZATION OF PPL CORPORATION AND SUBSIDIARIES
S-12
DESCRIPTION OF THE NOTES
S-13
CERTAIN TERMS OF THE REPLACEMENT CAPITAL COVENANT
S-29
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-30
UNDERWRITING
S-34
VALIDITY OF THE NOTES AND THE GUARANTEES
S-34

Prospectus
ABOUT THIS PROSPECTUS

2
RISK FACTORS

4
FORWARD-LOOKING INFORMATION

4
PPL CORPORATION

6
PPL CAPITAL FUNDING, INC.

7
PPL ENERGY SUPPLY, LLC

7
PPL ELECTRIC UTILITIES CORPORATION

9
USE OF PROCEEDS
11
RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED
CHARGES AND PREFERRED STOCK DIVIDENDS
11
WHERE YOU CAN FIND MORE INFORMATION
12
EXPERTS
14
VALIDITY OF THE SECURITIES AND THE PPL GUARANTEES
14

As used in this prospectus, the terms "we," "our," and "us" may, depending on the context, refer
to PPL Capital Funding, Inc. ("PPL Capital Funding"), or to PPL Capital Funding together with PPL
Corporation.

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Table of Contents

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement is part of a registration statement that PPL Capital Funding and PPL
Corporation have filed with the Securities and Exchange Commission (the "SEC") utilizing a "shelf"
registration process. Under this shelf process, we are offering to sell the Notes, using this prospectus
supplement and the accompanying prospectus. This prospectus supplement describes the specific
terms of this offering. The accompanying prospectus and the information incorporated by reference
therein describe our business and give more general information, some of which may not apply to this
offering. Generally, when we refer only to the "prospectus," we are referring to both parts combined.
You should read this prospectus supplement together with the accompanying prospectus before
making a decision to invest in the Notes. If the information in this prospectus supplement or the
information incorporated by reference in this prospectus supplement is inconsistent with the
accompanying prospectus, the information in this prospectus supplement or the information
incorporated by reference in this prospectus supplement will apply and will supersede that information
in the accompanying prospectus.

Certain affiliates of PPL Capital Funding and PPL Corporation, specifically PPL Energy Supply,
LLC and PPL Electric Utilities Corporation, have also registered their securities on the "shelf"
registration statement referred to above. However, the Notes are solely obligations of PPL Capital
Funding, Inc. and, to the extent of the Subordinated Guarantees, PPL Corporation, and not of any of
PPL Corporation's other subsidiaries. None of PPL Energy Supply, LLC or PPL Electric Utilities
Corporation or any of PPL Corporation's other subsidiaries will guarantee or provide any credit
support for the Notes.

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WHERE YOU CAN FIND MORE INFORMATION

Available Information

PPL Corporation files reports and other information with the SEC. You may obtain copies of this
information by mail from the Public Reference Room of the SEC, 100 F Street, N.E., Room 1580,
Washington, D.C. 20549, at prescribed rates. Further information on the operation of the SEC's Public
Reference Room in Washington, D.C. can be obtained by calling the SEC at 1-800-SEC-0330.

PPL Corporation maintains an Internet Web site at www.pplweb.com. On the Investor Center
page of that Web site, PPL Corporation provides access to its SEC filings free of charge, as soon as
reasonably practicable after filing with the SEC. The information at PPL Corporation's Web site is not
incorporated in this prospectus supplement by reference, and you should not consider it a part of this
prospectus supplement. PPL Corporation's filings are also available at the SEC's Web site
(www.sec.gov).

PPL Corporation Common Stock is listed on the New York Stock Exchange ("NYSE") and the
Philadelphia Stock Exchange (symbol: PPL), and reports, proxy statements and other information
concerning PPL Corporation can also be inspected at the offices of the NYSE at 20 Broad Street, New
York, New York 10005 and the Philadelphia Stock Exchange, 1900 Market Street, Philadelphia,
Pennsylvania 19103. In addition, proxy statements, reports and other information concerning PPL
Corporation can be inspected at its offices at Two North Ninth Street, Allentown, Pennsylvania
18101-1179.

Incorporation by Reference

PPL Corporation will "incorporate by reference" information into this prospectus supplement by
disclosing important information to you by referring you to another document that it files separately
with the SEC. The information incorporated by reference is deemed to be part of this prospectus
supplement, and later information that we file with the SEC will automatically update and supersede
that information. This prospectus supplement incorporates by reference the documents set forth below
that have been previously filed with the SEC. These documents contain important information about
PPL Corporation.

SEC Filings
Period/Date

Annual Report on Form 10-K
Year ended December 31, 2006
Current Reports on Form 8-K
Filed on January 3, 2007, January 31, 2007,
March 6, 2007 and March 16, 2007
PPL Corporation's 2006 Notice of Annual Meeting Filed on March 20, 2006
and Proxy Statement

Additional documents that PPL Corporation files with the SEC pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, between the date of this prospectus
supplement and the termination of the offering of the Notes are also incorporated herein by reference.

PPL Corporation will provide without charge to each person, including any beneficial owner, to
whom a copy of this prospectus supplement has been delivered, a copy of any and all of its filings with
the SEC. You may request a copy of these filings by writing or telephoning PPL Corporation at:

Two North Ninth Street
Allentown, Pennsylvania 18101-1179
Attention: Investor Services Department
Telephone: 1-800-345-3085

We have not included or incorporated by reference any separate financial statements of PPL
Capital Funding herein. We do not consider those financial statements to be material to holders of the
Notes because (1) PPL Capital Funding is a wholly-owned subsidiary that was formed for the primary
purpose of providing financing for PPL Corporation and its subsidiaries, (2) PPL Capital Funding does
not currently engage in any independent operations and (3) PPL Capital Funding does not currently
plan to engage, in the future, in more than minimal independent operations. See "PPL Capital
Funding" in the accompanying prospectus. PPL Capital Funding has received a "no action" letter from
the Staff of the SEC stating that the Staff would not raise any objection if PPL Capital Funding does
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not file periodic reports under Section 13 and 15(d) of the Exchange Act. Accordingly, we do not
expect PPL Capital Funding to file those reports.

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SUMMARY

The following summary contains information about the offering by PPL Capital Funding of
its Notes. It does not contain all of the information that may be important to you in making a
decision to purchase the Notes. For a more complete understanding of PPL Capital Funding,
PPL Corporation and the offering of the Notes and the Subordinated Guarantees, we urge you
to read this entire prospectus supplement, the accompanying prospectus and the documents
incorporated by reference herein carefully, including the "Risk Factors" sections and our
financial statements and the notes to those statements.

The Offering

Issuer
PPL Capital Funding, Inc.

Guarantor
PPL Corporation

Securities Offered
$500,000,000 aggregate principal amount of PPL Capital
Funding's 2007 Series A Junior Subordinated Notes due
2067.

Stated Maturity Date
March 30, 2067

Interest
Fixed Rate Period -- The Notes will bear interest at
6.70% per year from the date they are issued up to, but not
including, March 30, 2017 or earlier redemption date (the
"Fixed Rate Period"). Subject to our right to defer interest
payments as described below, during the Fixed Rate Period
interest is payable semi-annually in arrears on March 30 and
September 30 of each year, beginning September 30, 2007.

Floating Rate Period -- The Notes will bear interest from
March 30, 2017 up to, but not including, the maturity date or
earlier redemption date (the "Floating Rate Period") at the
Three-Month LIBOR Rate (as defined herein) plus
266.5 basis points (2.665%), reset quarterly. Subject to our
right to defer interest payments as described below, during
the Floating Rate Period interest is payable quarterly in
arrears on March 30, June 30, September 30 and
December 30 of each year, beginning June 30, 2017.

See "Description of the Notes -- Interest."

Redemption
PPL Capital Funding may redeem the Notes at our option
before their maturity (i) in whole or in part on one or more
occasions any time before March 30, 2017 at a redemption
price equal to the Make-Whole Amount (as described under
"Description of the Notes -- Redemption") plus any
accrued and unpaid interest thereon, and (ii) in whole or in
part on one or more occasions on or after March 30, 2017 at
a redemption price equal to 100% of their principal amount,
plus any accrued and unpaid interest thereon. In addition,
PPL Capital Funding may redeem the Notes before
March 30, 2017 (a) in whole, but not in part, at a redemption
price equal to the Tax Event Make-Whole Amount (as
described under "Description of the Notes --
Redemption -- Right to Redeem Upon a Tax Event"), plus
any accrued and unpaid interest thereon, if certain changes
in tax laws, regulations or interpretations occur and (b) in
whole or in part on one or more occasions at a redemption
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price equal to the Rating Agency Event Make-Whole
Amount (as described under "Description of the Notes --
Redemption -- Right to Redeem Upon a Rating Agency
Event"), plus any accrued and unpaid interest thereon, if a
rating

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agency makes certain changes in the equity credit criteria for
securities such as the Notes. See "Description of the
Notes -- Redemption."

Ranking; Guarantees
The Notes will be unsecured, subordinated obligations of
PPL Capital Funding that rank junior to all of PPL Capital
Funding's Senior Indebtedness (as defined herein). The
Notes will be fully and unconditionally guaranteed by PPL
Corporation as to payment of principal, interest and any
premium pursuant to subordinated guarantees
("Subordinated Guarantees") of PPL Corporation that rank
junior to all of PPL Corporation's Senior Indebtedness (as
defined herein). See "Description of the Notes --
Subordination." In addition, because PPL Corporation is a
holding company, its obligations on the Subordinated
Guarantees will be effectively subordinated to existing and
future liabilities of its subsidiaries. See "Risk Factors."

Option to Defer Interest
We may defer interest payments on the Notes, from time to
Payments
time, for one or more periods (each, an "Optional Deferral
Period") of up to 10 consecutive years per Optional Deferral
Period. In other words, we may declare at our discretion up
to a 10-year interest payment moratorium on the Notes, and
may choose to do that on more than one occasion. We may
not defer payments beyond the maturity date of the Notes.
Any deferred interest on the Notes will accrue additional
interest at a rate equal to the interest rate then applicable to
the Notes, to the extent permitted by applicable law. Once
all accrued and unpaid interest on the Notes has been paid,
we can begin a new Optional Deferral Period. See
"Description of the Notes -- Option to Defer Interest
Payments."

Certain Limitations During an During any period in which we defer interest payments on
Optional Deferral Period
the Notes, neither PPL Corporation nor PPL Capital
Funding may: (i) declare or pay any dividend or distribution
on its capital stock other than dividends paid in shares of its
capital stock, (ii) redeem, purchase, acquire or make a
liquidation payment with respect to any of its capital stock,
(iii) pay any principal, interest or premium on, or repay,
repurchase or redeem any debt securities that are equal or
junior in right of payment with the Notes or the
Subordinated Guarantees, as the case may be, or (iv) make
any payments with respect to any guarantee of debt
securities if such guarantee is equal or junior in right of
payment to the Notes or the Subordinated Guarantees, as the
case may be, subject to certain exceptions as more fully
described in this prospectus supplement. PPL Capital
Funding, however, has no current intention of deferring
interest payments on the Notes. See "Description of the
Notes -- Option to Defer Interest Payments."

Replacement Capital Covenant;
Capital Replacement Intention
On or about the time of the initial issuance of the Notes,
PPL Corporation and PPL Capital Funding will enter into a
Replacement Capital Covenant, in which PPL Corporation
and PPL Capital Funding will covenant for the benefit of
holders of a designated series of unsecured, long-term
indebtedness of PPL Corporation or PPL Capital Funding
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