Obligation PPL Inc. 4.6% ( US69352JAN72 ) en USD

PPL Inc.

100 % ▲

Etas-Unis

US69352JAN72 ( en USD )

4.6% par an ( paiement semestriel )

14/12/2021 - Obligation échue

Prospectus brochure de l'obligation PPL Corporation US69352JAN72 en USD 4.6%, échue

1 000 USD

712 415 000 USD

69352JAN7

N/A

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 US69352JAN72, paye un coupon de 4.6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/12/2021

Prospectus Supplement dated December 13, 2011
http://www.sec.gov/Archives/edgar/data/1161976/000119312511340535...
424B2 1 d255152d424b2.htm PROSPECTUS SUPPLEMENT DATED DECEMBER 13, 2011
Table of Contents
Filed pursuant to Rule 424(b)(2). Based upon the registration of $500 million of Senior Notes to be offered by means of this
prospectus supplement and the accompanying prospectus under the registration statement filed March 25, 2009, a filing fee of $57,300
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 Number 333-158200-02
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 25, 2009)
$500,000,000
4.60% Senior Notes due 2021
PPL Energy Supply, LLC is offering its 4.60% Senior Notes due 2021 (the "Notes"). Interest on the Notes will be payable on
June 15 and December 15 of each year, commencing on June 15, 2012 and at maturity, as further described in this prospectus
supplement. The Notes will mature on December 15, 2021, unless redeemed on an earlier date. We may, at our option, redeem the
Notes, in whole at any time or in part from time to time, at the redemption prices described herein. See "Description of the Notes --
Redemption."
Investing in the Notes involves certain risks. See "Risk Factors" on page S-5 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.

Proceeds, Before
Price to
Underwriting
Expenses,

Public(1)

Discount
to Us(1)

Per Note

99.968%

0.650%

99.318%

Total

$499,840,000
$3,250,000
$ 496,590,000
(1) Plus accrued interest, if any, from December 16, 2011.
The underwriters expect to deliver the Notes to the purchasers in book-entry form through the facilities of The Depository
Trust Company on or about December 16, 2011.
Joint Book-Running Managers

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Co-Managers

BNP PARIBAS

Mizuho Securities
Credit Agricole CIB

PNC Capital Markets LLC
The date of this prospectus supplement is December 13, 2011.
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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. Neither we nor the underwriters have authorized anyone to provide you with different information.
Neither we nor the underwriters are making an offer of these securities in any jurisdiction 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
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-1

WHERE YOU CAN FIND MORE INFORMATION
S-1

SUMMARY
S-3

RISK FACTORS
S-5

USE OF PROCEEDS
S-5

CAPITALIZATION
S-6

DESCRIPTION OF THE NOTES
S-7

UNDERWRITING
S-20
VALIDITY OF THE NOTES
S-21
Prospectus

Page
ABOUT THIS PROSPECTUS

2

RISK FACTORS

3

FORWARD-LOOKING INFORMATION

3

PPL CORPORATION

5

PPL CAPITAL FUNDING, INC.

6

PPL ENERGY SUPPLY, LLC

6

PPL ELECTRIC UTILITIES CORPORATION

6

USE OF PROCEEDS

7

RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS

7

WHERE YOU CAN FIND MORE INFORMATION

8

EXPERTS

10
VALIDITY OF THE SECURITIES AND THE PPL GUARANTEES

10
As used in this prospectus supplement and the accompanying prospectus, the terms "we," "our" and "us" may, depending on the
context, refer to PPL Energy Supply, LLC ("PPL Energy Supply"), or to PPL Energy Supply together with PPL Energy Supply's
consolidated subsidiaries, taken as a whole.

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ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement is part of a registration statement that PPL Energy Supply has 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 Energy Supply, specifically PPL Corporation, PPL Capital Funding, Inc. 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 Energy Supply and not of PPL Corporation or any of PPL Corporation's other subsidiaries or of any other
affiliate of PPL Energy Supply. None of PPL Corporation, PPL Capital Funding, Inc. or PPL Electric Utilities Corporation or any of
PPL Energy Supply's subsidiaries or other affiliates will guarantee or provide any credit support for the Notes.
WHERE YOU CAN FIND MORE INFORMATION
Available Information
PPL Energy Supply 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.
Our parent, 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 PPL Energy Supply's 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 Energy Supply's filings are also available at the SEC's Web site
(www.sec.gov).
Incorporation by Reference
PPL Energy Supply will "incorporate by reference" information into this prospectus supplement by disclosing important
information to you by referring you to other documents 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 Energy Supply.

SEC Filings
Period/Date
Annual Report on Form 10-K
Year ended December 31, 2010 (as amended by Current Report
on Form 8-K, filed on June 24, 2011)
Quarterly Reports on Form 10-Q and 10-Q/A
Quarters ended March 31, 2011, June 30, 2011 and
September 30, 2011
Current Reports on Form 8-K
Filed on January 31, 2011, March 10, 2011, May 20, 2011, June
24, 2011 and October 25, 2011
Additional documents that PPL Energy Supply files with the SEC pursuant to Section 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.

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

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SUMMARY
The following summary contains information about the offering by PPL Energy Supply 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 Energy Supply and the offering of the Notes, 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 Energy Supply, LLC.

Securities Offered
$500,000,000 aggregate principal amount of PPL Energy
Supply's 4.60% Senior Notes due 2021.

Stated Maturity Date
December 15, 2021.

Interest Payment Dates
Interest on the Notes will be payable on June 15 and December 15 of each
year, commencing on June 15, 2012 and at maturity or upon earlier redemption.

Interest Rate
4.60% per annum.

Redemption
The Notes may be redeemed at our option, in whole at any time or in part from
time to time, at the redemption prices set forth in this prospectus supplement.
The Notes will not be entitled to the benefit of any sinking fund or other
mandatory redemption and will not be repayable at the option of the holder of
a Note prior to the Stated Maturity Date. See "Description of the Notes --
Redemption."

Covenants
Under the Indenture, we have agreed to certain restrictions on incurring
secured debt and entering into certain transactions. See "Description of the
Notes -- Certain Covenants."

Listing
We do not intend to list the Notes on any securities exchange.

Form and Denomination
The Notes will be initially registered in the form of one or more global
securities, without coupons, in denominations of $1,000 and integral multiples
thereof, and deposited with the Trustee on behalf of The Depository
Trust Company ("DTC"), as depositary, and registered in the name of DTC or
its nominee. See "Description of the Notes -- General" and "Description of
the Notes -- Book-Entry Only Issuance -- The Depository Trust Company."

Ranking
The Notes will be our unsecured and unsubordinated obligations and will rank
equally with all of our other unsecured and unsubordinated indebtedness from
time to time outstanding. Because we are a holding company, our obligations
on the Notes will be effectively subordinated to existing and future liabilities
of our subsidiaries. See "Risk Factors."

Use of Proceeds
We intend to apply a portion of the net proceeds of this offering to repay a
portion of the short-term debt incurred to repay at maturity our $500 million
aggregate principal amount of 6.40% Senior Notes due November 1, 2011. The
balance of the net proceeds will be used for general corporate purposes. See
"Use of Proceeds."

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Reopening of the Series
We may, without the consent of the holders of the Notes, increase the principal
amount of the series and issue additional notes of such series having the same
ranking, interest rate, maturity and other terms (other than the date of initial
issuance, public offering price and, in some circumstances, the initial interest
accrual date and the initial interest payment date) as the Notes. See
"Description of the Notes -- General."

Trustee
The Bank of New York Mellon. See "Description of the Notes -- Regarding
the Trustee."

Governing Law
The Notes and the Indenture are governed by the laws of the State of New
York, except to the extent the Trust Indenture Act shall be applicable.

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RISK FACTORS
Before making a decision to invest in the Notes, you should carefully consider the risk factors described below, the risk
factors described on page 3 of the accompanying prospectus and the risk factors set forth in our Annual Report on Form 10-K for
the year ended December 31, 2010 beginning on page 17, as supplemented by our Quarterly Report on Form 10-Q for the quarter
ended September 30, 2011 on page 207, as well as the other information included in this prospectus supplement, the
accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying
prospectus.
Our cash flow and ability to meet debt obligations largely depend on the performance of our subsidiaries and affiliates.
We are a holding company and conduct our operations primarily through subsidiaries. Substantially all of our consolidated
assets are held by such subsidiaries. Accordingly, our cash flow and our ability to meet our obligations under the Notes are largely
dependent upon the earnings of these subsidiaries and the distribution or other payment of such earnings to us in the form of dividends,
loans or advances or repayment of loans and advances from us. The subsidiaries are separate and distinct legal entities and have no
obligation to pay any amounts due on the Notes or to make any funds available for such payment.
Because we are a holding company, our obligations on the Notes will be effectively subordinated to all existing and future
liabilities of our subsidiaries. Therefore, our rights and the rights of our creditors, including rights of a holder of any Note, to
participate in the assets of any subsidiary in the event that such a subsidiary is liquidated or reorganized will be subject to the prior
claims of such subsidiary's creditors. To the extent that we may be a creditor with recognized claims against any such subsidiary, our
claims would still be effectively subordinated to any security interest in, or mortgages or other liens on, the assets of the subsidiary
and would be subordinated to any indebtedness or other liabilities of the subsidiary senior to that held by us. Although certain
agreements to which we and our subsidiaries are parties limit the ability to incur additional indebtedness, we and our subsidiaries
retain the ability to incur substantial additional indebtedness and other liabilities.
The debt agreements of some of our subsidiaries and affiliates contain provisions that might restrict their ability to pay
dividends, make distributions or otherwise transfer funds to us upon failing to meet certain financial tests or other conditions prior to
the payment of other obligations, including operating expenses, debt service and reserves. We currently believe that all of our
subsidiaries and affiliates are in compliance with such tests and conditions. Further, if we elect to receive distributions of earnings
from our foreign operations, we may incur United States taxes, net of any available foreign tax credits, on such amounts. Distributions
to us from our international projects are, in some countries, also subject to withholding taxes.
An active trading market for the Notes may not develop.
The Notes are new securities and we do not intend to apply for listing of the Notes on any securities exchange. We cannot assure
that an active trading market for the Notes will develop. There can be no assurances as to the liquidity of any market that may develop
for the Notes, the ability of holders to sell their Notes or the price at which the holders will be able to sell their Notes. Future trading
prices of the Notes will depend on many factors including, among other things, prevailing interest rates, our operating results and the
market for similar securities.
USE OF PROCEEDS
We anticipate that we will receive approximately $496 million in net proceeds from the offering after deducting the
underwriting discount and estimated expenses payable by us. We intend to apply a portion of the net proceeds of this offering to repay
a portion of the short-term debt (with a weighted-average interest rate of approximately 0.94%) incurred to repay at maturity our
$500 million aggregate principal amount of 6.40% Senior Notes due November 1, 2011. The balance of the net proceeds will be used
for general corporate purposes.

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CAPITALIZATION
The following table sets forth our historical unaudited consolidated capitalization as of September 30, 2011 on an actual basis,
and on an as adjusted basis to give effect to (i) the issuance of the Notes in this offering and (ii) the repayment at maturity of $500
million aggregate principal amount of our 6.40% Senior Notes due 2011, as described above in "Use of Proceeds."
This table should be read in conjunction with our consolidated financial statements, the notes related thereto and the financial
and operating data incorporated by reference into this prospectus supplement and the accompanying prospectus.

As of September 30,

2011

Actual
As Adjusted

(In millions)

Long-term debt, including current portion

$3,025
$
2,525
Notes offered hereby

--

500

Total long-term debt

3,025
3,025

Noncontrolling interests

18

18

Member's equity

3,666
3,666

Total capitalization

$6,709
$
6,709

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DESCRIPTION OF THE NOTES
The following summary description sets forth certain terms and provisions of the Notes that we are offering by this prospectus
supplement. Because this description is a summary, it does not describe every aspect of the Notes or the Indenture under which the
Notes will be issued, as described below. The Indenture is filed as an exhibit to the registration statement of which the accompanying
prospectus is a part. The Indenture and its associated documents contain the full legal text of the matters described in this section.
This summary is subject to and qualified in its entirety by reference to all of the provisions of the Notes and the Indenture, including
definitions of certain terms used in the Indenture. We also include references in parentheses to certain sections of the Indenture.
Whenever we refer to particular sections or defined terms of the Indenture in this prospectus supplement, such sections or defined
terms are incorporated by reference herein. The Indenture has been qualified under the Trust Indenture Act, and you should refer to the
Trust Indenture Act for provisions that apply to the Notes.
General
We will issue the Notes as a series of debt securities under our Indenture, dated as of October 1, 2001 (as such indenture has
been and may be amended and supplemented from time to time, the "Indenture"), to The Bank of New York Mellon, as trustee (the
"Trustee"). We may issue an unlimited amount of Notes or other debt securities under the Indenture. The Notes and all other debt
securities issued previously or hereafter under the Indenture are collectively referred to herein as the "Indenture Securities."
The Notes will be our unsecured and unsubordinated obligations.
The Notes will be issued in fully registered form only, without coupons. The Notes will be initially represented by one or more
fully registered global securities (the "Global Securities") deposited with the Trustee, as custodian for 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 Notes will be $1,000 and
integral multiples thereof. Except in limited circumstances described below, the Notes will not be exchangeable for Notes in
definitive certificated form.
The Notes are initially being offered in one series in the principal amount of $500,000,000. We may, without the consent of the
holders of the Notes, increase the principal amount of the series and issue additional notes of such series having the same ranking,
interest rate, maturity and other terms (other than the date of issuance, public offering price and, in some circumstances, the initial
interest accrual date and initial interest payment date) as the Notes. Any such additional notes may, together with the Notes, constitute
a single series of securities under the Indenture and may be treated as a single class for all purposes under the Indenture, including,
without limitation, voting, waivers and amendments.
Principal and Interest
The Notes will mature on December 15, 2021 (the "Stated Maturity Date") and will bear interest from the date of issuance at the
rate of 4.60% per annum. Interest will be payable on June 15 and December 15 of each year (each, an "Interest Payment Date"),
commencing on June 15, 2012, and at maturity (whether at the Stated Maturity Date, upon redemption, or otherwise, "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 Notes are registered at the close of business on the Regular Record Date, which will be the June 1 or December 1 (whether
or not a Business Day), as the case may be, immediately preceding the applicable Interest Payment Date; except that interest payable
at Maturity will be paid to the person to whom principal is paid.
Interest on the Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months, and with respect to
any period less than a full calendar month, on the basis of the actual number of days elapsed during the period.

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