Obligation PPL Inc. 5.7% ( US69352JAG22 ) en USD

PPL Inc.

100 % ▲

Etas-Unis

US69352JAG22 ( en USD )

5.7% par an ( paiement semestriel )

15/10/2035

Prospectus brochure de l'obligation PPL Corporation US69352JAG22 en USD 5.7%, échéance 15/10/2035

1 000 USD

300 000 000 USD

69352JAG2

N/A

15/04/2026 ( Dans 65 jours )

PPL Corporation est une société énergétique multinationale américaine qui produit et fournit de l'électricité et du gaz naturel dans le Royaume-Uni, aux États-Unis et au Canada.

L'Obligation émise par PPL Inc. ( Etas-Unis ) , en USD, avec le code ISIN US69352JAG22, paye un coupon de 5.7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/10/2035

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424B5 1 a12618be424b5.htm PPL ENERGY SUPPLY LLC
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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-128219
PROSPECTUS SUPPLEMENT
(To Prospectus dated September 27, 2005)
$300,000,000

PPL Energy Supply, LLC
5.70% REset Put Securities ("REPSSM") Due 2035*
Our 5.70% REset Put Securities Due 2035 (the "REPS") constitute a series of our debt securities described in the
accompanying prospectus. Interest on the REPS will be payable on April 15 and October 15 of each year,
commencing April 15, 2006. The REPS will mature on October 15, 2035, and will not be redeemable prior to
maturity. However, the REPS will be required to be put by existing holders on October 15, 2015, or, if such day is
not a Business Day, the next succeeding Business Day (such date, the "Remarketing Date"), as described in this
prospectus supplement, either for purchase and remarketing by the Remarketing Dealer, as described herein, or
for repurchase by us. In either event, you will be required to sell your REPS on the Remarketing Date.
Investing in the REPS involves certain risks. See "Risk Factors" beginning on page 2 of the
accompanying prospectus.
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.

Underwriting

Discounts and

Proceeds, Before

Price to Public(1)

Commissions

Expenses, to Us(1)(2)

Per REPS

99.980%

0.650%

103.650%
Total
$
299,940,000
$
1,950,000
$
310,950,000
(1) Plus accrued interest, if any, from the date of issuance.
(2) Includes payment by the Remarketing Dealer for the right to serve as Remarketing Dealer.
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*REPS is a service mark of Morgan Stanley & Co. Incorporated
The underwriters expect to deliver the REPS to the purchasers in book-entry form through the facilities of The
Depository Trust Company on or about October 26, 2005.
Joint Book-Running Managers
MORGAN STANLEY
BARCLAYS CAPITAL
UBS INVESTMENT BANK
BNP PARIBAS
HSBC
The date of this prospectus supplement is October 20, 2005.
TABLE OF CONTENTS
Prospectus Supplement

Page

USE OF PROCEEDS

S-3
CAPITALIZATION

S-3
RECENT DEVELOPMENTS

S-3
DESCRIPTION OF THE REPS

S-4
CERTAIN UNITED STATES FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS

S-10
UNDERWRITING

S-14
VALIDITY OF THE REPS

S-14
Prospectus

Page

ABOUT THIS PROSPECTUS

1
RISK FACTORS

2
FORWARD-LOOKING INFORMATION

11
PPL ENERGY SUPPLY, LLC

12
USE OF PROCEEDS

13
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

14
DESCRIPTION OF THE DEBT SECURITIES

14
DESCRIPTION OF THE PREFERRED SECURITIES

25
PLAN OF DISTRIBUTION

25
WHERE YOU CAN FIND MORE INFORMATION

26
EXPERTS

27
VALIDITY OF THE SECURITIES

27
You should rely 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
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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.
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Table of Contents
USE OF PROCEEDS
We expect to distribute up to approximately $248 million of the net proceeds from the sale of the REPS to our
parent corporation, PPL Energy Funding Corporation, for PPL Energy Funding Corporation to repay certain loans
made to it by PPL Capital Funding, Inc., and to use the remainder for capital expenditures and/or general corporate
purposes. PPL Capital Funding, Inc. will, in turn, apply the funds to the repayment at maturity of its $148 million of
outstanding 7.29% Subordinated Notes due May 2006 and its $99 million of outstanding Floating Rate Notes due
May 2006. Until the net proceeds are used as described above, they may be used for working capital purposes or
invested in short-term investments.
PPL Energy Funding Corporation is a wholly-owned subsidiary of PPL Corporation and a holding company for
PPL Corporation's deregulated businesses. PPL Capital Funding, Inc. is a wholly-owned financing subsidiary of PPL
Corporation.
CAPITALIZATION
The following table sets forth our historical unaudited consolidated capitalization as of June 30, 2005 on an actual
basis and on an as adjusted basis to give effect to the estimated net proceeds of approximately $311 million from the
sale by us of the REPS in this offering and the distribution of $248 million of the net proceeds as described above.
You should read the information in this table in conjunction with our consolidated financial statements, the notes
related thereto and the other financial and operating data incorporated by reference into this prospectus supplement
and the accompanying prospectus.

As of June 30, 2005

Actual

As Adjusted

(millions of dollars)
Cash and cash equivalents

$
167

$
230

Short-term debt

$
75

$
75
Current portion of long-term debt

5

5

Total short-term debt

80

80

Long-term debt

3,652

3,652
Long-term debt payable to affiliates

284

284
REPS offered hereby (including payment associated with the remarketing)

--

313

Total long-term debt

3,936

4,249

Member's equity

4,073

3,825

Total capitalization

$
8,089

$
8,154

RECENT DEVELOPMENTS
Martins Creek Disposal Basin Leak
PPL Martins Creek, LLC ("PPL Martins Creek"), one of our indirect, wholly owned subsidiaries, owns and
operates the Martins Creek generating facility along the Delaware River in eastern Pennsylvania. The Martins Creek
facility includes two 150-megawatt coal-fired generating units and two 835-megawatt oil/gas-fired generating units.
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In August 2005, a leak from a disposal basin containing fly ash and water used in connection with the operation of
the coal-fired generating units caused the discharge of approximately 100 million gallons of water containing ash
from the basin onto adjacent roadways and fields and into the Delaware River. The leak has been stopped, and we
have determined that the problem was caused by a failure in the disposal basin's discharge structure.
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Table of Contents
We currently are working with the Pennsylvania Department of Environmental Protection ("DEP") and other
appropriate agencies and consultants to assess the extent of the environmental damage caused by the ash in the
discharged water and to remediate the damage. Repairs and upgrades to the disposal basin that leaked are nearly
complete. We have shut down the coal-fired generating units and intend to place the units back in service and begin
using the basin again after completing the repairs and upgrades and obtaining the Pennsylvania DEP's approval.
We have completed the clean-up of the adjacent roadways and fields and are continuing to work on the removal
of ash from the Delaware River. At this time, we have no reason to believe that there is any danger to human health
as a result of the disposal basin leak or its clean-up activities. We continue to carefully monitor river water quality
and drinking water from residential wells and the local city water supply. Analyses conducted by an independent
laboratory have shown that the area drinking water meets current and prospective federal drinking water standards
for the coal ash constituents of concern--arsenic, selenium and mercury. We have been informed by outside experts
retained by us that, based on the experts' biological assessment to be reflected in their pending assessment report,
there was no short-term adverse biological impact on the river aquatic life. We currently are developing an
assessment plan for any potential long-term impacts.
In September 2005, PPL Martins Creek received a Notice of Violation ("NOV") from the Pennsylvania DEP
concerning the leak and we have provided a response to the NOV. The Pennsylvania DEP held a formal enforcement
conference with us on September 28, 2005 at which our actions to date in response to the leak were discussed, and
the Pennsylvania DEP requested various additional information for purposes of determining the appropriate penalty.
The Delaware Riverkeeper Network, an environmental activist group, has stated that it will seek legal redress.
Also, representatives of the Commonwealth of Pennsylvania, the State of New Jersey, the U.S. Fish and Wildlife
Service and the National Oceanic and Atmospheric Administration have indicated that they are considering natural
resource damage claims under applicable state and federal environmental laws.
On or about September 21, 2005 we received notice from the Delaware Riverside Conservancy, Inc. and
approximately 63 local residents of their intention to file suit against us for alleged violations of numerous state and
federal environmental laws resulting from the leak. The notice was given pursuant to provisions in those laws that
give citizens the right to act as "private attorneys general" in bringing enforcement actions but require such notice to
be given 60 days in advance of their bringing such lawsuits so that the state and federal environmental agencies can
have the opportunity to bring enforcement action themselves. If the state or federal agencies do so, then the citizens'
suits may be preempted.
We have recorded a charge in the third quarter of 2005 of $33 million, or $22 million after-taxes, in connection
with the current expected costs relating to the Martins Creek leak. At this time, we cannot predict the final cost of
assessment and remediation, the exact nature of any regulatory or other legal actions that may be initiated against us
or our subsidiaries as a result of the disposal basin leak, the extent of the fines or damages that may be sought in
connection with any such actions, when the coal-fired generating units may be placed back in service or the ultimate
financial impact on us. If the costs of remediation exceed our current estimates, or if the legal or regulatory costs
associated with this matter are substantial, or if the Martins Creek coal-fired generating units remain out of service
for an extended period, our business and financial condition may be adversely affected.
DESCRIPTION OF THE REPS
The following description of the particular terms of the REPS supplements, and to the extent inconsistent,
replaces the description of the general terms and provisions of the Debt Securities set forth under "Description of the
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Debt Securities" in the accompanying prospectus, to which general description reference is made. Capitalized terms
used but not defined herein shall have the meanings given to them in the accompanying prospectus, the REPS or the
Indenture, as the case may be.
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Table of Contents
General
The REPS will be issued as one series of Debt Securities under our Indenture, which is more fully described in
the accompanying prospectus.
The REPS will be issued in fully registered form only, without coupons. The REPS will be initially represented
by one or more fully registered global securities (the "Global Securities") deposited with or on behalf of The
Depository Trust Company ("DTC"), as depositary, and registered in the name of DTC or DTC's nominee. A
beneficial interest in a Global Security will be shown on, and transfers or exchanges thereof will be effected only
through, records maintained by DTC and its participants, as described below under "--Book-Entry Only Issuance--
The Depository Trust Company." The authorized denominations of the REPS will be $1,000 and any larger amount
that is an integral multiple of $1,000. Except in limited circumstances described below, the REPS will not be
exchangeable for REPS in definitive certificated form.
The REPS are initially being offered in the principal amount of $300,000,000. We may, without the consent of
the holders of the REPS, increase this principal amount in the future on the same terms and conditions and with the
same CUSIP number(s) as the REPS being offered by this prospectus supplement.
Maturity; Interest
The REPS will mature on October 15, 2035 (the "Stated Maturity Date") and will bear interest from the date of
original issuance at the rate of 5.70% per annum to, but not including, the Remarketing Date. From and after the
Remarketing Date, the REPS will bear interest at a new fixed rate per annum (the "New Coupon Rate"), to be
determined as described below under "Purchase by Remarketing Dealer; Remarketing-- Remarketing Process if
REPS are Remarketed."
Interest will be payable on April 15 and October 15 of each year (each, an "Interest Payment Date") commencing
April 15, 2006, and at maturity. Subject to certain exceptions, the Indenture provides for the payment of interest on
an Interest Payment Date only to persons in whose names the REPS are registered at the close of business on the
Regular Record Date, which will be the April 1 or October 1 (whether or not a Business Day), as the case may be,
immediately preceding the applicable Interest Payment Date; except that (a) interest payable on the Remarketing
Date will be paid to the person to whom the Purchase Price (as defined below) is paid; and (b) interest payable at
Maturity will be paid to the person to whom principal is paid. Interest will be calculated on the basis of a 360-day
year of twelve 30-day months.
Purchase From Existing Holders Required on Remarketing Date
The REPS will not be redeemable prior to the Stated Maturity Date, and will not be repayable at the option of the
holder prior to the Stated Maturity Date. However, the REPS are subject to automatic purchase or repurchase from
existing holders by the Remarketing Dealer or by us on the Remarketing Date as described below.
Morgan Stanley & Co. International Limited is acting as Remarketing Dealer (the "Remarketing Dealer") with
respect to the REPS. Morgan Stanley & Co. International Limited may assign its rights and obligations as
Remarketing Dealer to an affiliate, including Morgan Stanley & Co. Incorporated. The Remarketing Dealer may
elect to remarket only the entire aggregate principal amount of the REPS and may not remarket a portion thereof. If
the Remarketing Dealer elects to remarket the REPS, (a) the REPS will be subject to purchase by the Remarketing
Dealer at 100% of the principal amount thereof (the "Purchase Price") for remarketing on the Remarketing Date, on
the terms and subject to the conditions described herein, and (b) if the REPS are so purchased by the Remarketing
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Dealer, on and after the Remarketing Date, the REPS will bear interest at the New Coupon Rate determined by the
Remarketing Dealer in accordance with the procedures set forth below. See "--Purchase by the Remarketing Dealer;
Remarketing" below.
Under the circumstances described below, the REPS are subject to repurchase by us on the Remarketing Date at
the Purchase Price plus accrued and unpaid interest, if any, on the REPS to, but excluding, the Remarketing Date.
See "--Optional Repurchase by PPL Energy Supply" and "--Mandatory Repurchase by PPL Energy Supply" below.
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