UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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, 2011
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

1-32944	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

333-173665	LG&E and KU Energy LLC (Exact name of Registrant as specified in its charter) (Kentucky) 220 West Main Street Louisville, Kentucky 40202 (502) 627-2000	20-0523163

333-173676	Louisville Gas and Electric Company (Exact name of Registrant as specified in its charter) (Kentucky) 220 West Main Street Louisville, Kentucky 40202 (502) 627-2000	61-0264150

333-173675	Kentucky Utilities Company (Exact name of Registrant as specified in its charter) (Kentucky and Virginia) One Quality Street Lexington, Kentucky 40507 (502) 627-2000	61-0247570

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
LG&E and KU Energy LLC	Yes	No X
Louisville Gas and Electric Company	Yes	No X
Kentucky Utilities Company	Yes	No X

Indicate by check mark whether the registrants have submitted electronically and posted on their corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit and post such files).

PPL Corporation	Yes X	No
PPL Energy Supply, LLC	Yes X	No
PPL Electric Utilities Corporation	Yes X	No
LG&E and KU Energy LLC	Yes X	No
Louisville Gas and Electric Company	Yes X	No
Kentucky Utilities Company	Yes X	No

Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, non-accelerated filers, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

	Large accelerated filer	Accelerated filer	Non-accelerated filer	Smaller reporting company
PPL Corporation	[ X ]	[ ]	[ ]	[ ]
PPL Energy Supply, LLC	[ ]	[ ]	[ X ]	[ ]
PPL Electric Utilities Corporation	[ ]	[ ]	[ X ]	[ ]
LG&E and KU Energy LLC	[ ]	[ ]	[ X ]	[ ]
Louisville Gas and Electric Company	[ ]	[ ]	[ X ]	[ ]
Kentucky Utilities Company	[ ]	[ ]	[ 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
LG&E and KU Energy LLC	Yes	No X
Louisville Gas and Electric Company	Yes	No X
Kentucky Utilities Company	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, 577,749,262 shares outstanding at July 29, 2011.

	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 29, 2011.

	LG&E and KU Energy LLC	PPL Corporation directly holds all of the membership interests in LG&E and KU Energy LLC.

	Louisville Gas and Electric Company	Common stock, no par value, 21,294,223 shares outstanding and all held by LG&E and KU Energy LLC at July 29, 2011.

	Kentucky Utilities Company	Common stock, no par value, 37,817,878 shares outstanding and all held by LG&E and KU Energy LLC at July 29, 2011.

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

PPL CORPORATION

PPL ENERGY SUPPLY, LLC

PPL ELECTRIC UTILITIES CORPORATION

LG&E AND KU ENERGY LLC

LOUISVILLE GAS AND ELECTRIC COMPANY

KENTUCKY UTILITIES COMPANY

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2011

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	4
			Condensed Consolidated Statements of Cash Flows	5
			Condensed Consolidated Balance Sheets	6
			Condensed Consolidated Statements of Equity	8
			Condensed Consolidated Statements of Comprehensive Income	9
		PPL Energy Supply, LLC and Subsidiaries
			Condensed Consolidated Statements of Income	10
			Condensed Consolidated Statements of Cash Flows	11
			Condensed Consolidated Balance Sheets	12
			Condensed Consolidated Statements of Equity	14
			Condensed Consolidated Statements of Comprehensive Income	15
		PPL Electric Utilities Corporation and Subsidiaries
			Condensed Consolidated Statements of Income	16
			Condensed Consolidated Statements of Cash Flows	17
			Condensed Consolidated Balance Sheets	18
			Condensed Consolidated Statements of Shareowners' Equity	20
		LG&E and KU Energy LLC and Subsidiaries
			Condensed Consolidated Statements of Income	22
			Condensed Consolidated Statements of Cash Flows	23
			Condensed Consolidated Balance Sheets	24
			Condensed Consolidated Statements of Equity	26
		Louisville Gas and Electric Company
			Condensed Statements of Income	28
			Condensed Statements of Cash Flows	29
			Condensed Balance Sheets	30
			Condensed Statements of Equity	32
		Kentucky Utilities Company
			Condensed Statements of Income	34
			Condensed Statements of Cash Flows	35
			Condensed Balance Sheets	36
			Condensed Statements of Equity	38
	Combined Notes to Condensed Financial Statements (Unaudited)
		1. Interim Financial Statements		39
		2. Summary of Significant Accounting Policies		40
		3. Segment and Related Information		41
		4. Earnings Per Share		42
		5. Income Taxes		43
		6. Utility Rate Regulation		46
		7. Financing Activities		51

		8. Acquisitions, Development and Divestitures		57
		9. Defined Benefits		62
		10. Commitments and Contingencies		64
		11. Related Party Transactions		81
		12. Other Income (Expense) - net		84
		13. Fair Value Measurements and Credit Concentration		85
		14. Derivative Instruments and Hedging Activities		92
		15. Goodwill		107
		16. Asset Retirement Obligations		107
		17. Available-for-Sale Securities		108
		18. New Accounting Guidance Pending Adoption		110
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
			PPL Corporation and Subsidiaries	111
			PPL Energy Supply, LLC and Subsidiaries	141
			PPL Electric Utilities Corporation and Subsidiaries	155
			LG&E and KU Energy LLC and Subsidiaries	163
			Louisville Gas and Electric Company	174
			Kentucky Utilities Company	184
	Item 3. Quantitative and Qualitative Disclosures About Market Risk			194
	Item 4. Controls and Procedures			194
PART II. OTHER INFORMATION
	Item 1. Legal Proceedings			196
	Item 1A. Risk Factors			196
	Item 5. Other Information			198
	Item 6. Exhibits			198
SIGNATURES				201
COMPUTATIONS OF RATIO OF EARNINGS TO FIXED CHARGES				202
CERTICATES OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002				208
CERTICATES OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002				220

GLOSSARY OF TERMS AND ABBREVIATIONS

PPL Corporation and its current and former subsidiaries

Central Networks - collectively Central Networks East plc, Central Networks Limited and certain other related assets and liabilities. On April 1, 2011, PPL WEM Holdings plc (formerly WPD Investment Holdings Limited) purchased all of the outstanding ordinary share capital of these companies from E.ON AG subsidiaries. Central Networks West plc (subsequently renamed Western Power Distribution (West Midlands) plc), wholly owned by Central Networks Limited (subsequently renamed WPD Midlands Holdings Limited), and Central Networks East plc (subsequently renamed Western Power Distribution (East Midlands) plc) are British regional electricity distribution utility companies.

KU - Kentucky Utilities Company, a public utility subsidiary of LKE engaged in the regulated generation, transmission, distribution and sale of electricity, primarily in Kentucky. The subsidiary was acquired by PPL through the acquisition of LKE in November 2010.

LG&E - Louisville Gas and Electric Company, a public utility subsidiary of LKE engaged in the regulated generation, transmission, distribution and sale of electricity and the distribution and sale of natural gas in Kentucky. The subsidiary was acquired by PPL through the acquisition of LKE in November 2010.

LG&E and KU Services Company - LG&E and KU Services Company (formerly E.ON U.S. Services Inc.), a subsidiary of LKE that provides services for LKE and its subsidiaries.

LKE - LG&E and KU Energy LLC (formerly E.ON U.S. LLC), a subsidiary of PPL and the parent of LG&E, KU, and other subsidiaries. PPL acquired E.ON U.S. LLC in November 2010 and changed the name to LG&E and KU Energy LLC. Within the context of this document, references to LKE also relate to the consolidated entity.

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

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

PPL Electric - PPL Electric Utilities Corporation, a public utility subsidiary of PPL that transmits and distributes electricity in its Pennsylvania 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 holding company of PPL Energy Supply, PPL Global (effective January 2011) and other subsidiaries.

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

PPL Energy Supply - PPL Energy Supply, LLC, a subsidiary of PPL Energy Funding and the parent company of PPL Generation, PPL EnergyPlus and other subsidiaries. In January 2011, PPL Energy Supply distributed its membership interest in PPL Global, representing 100% of the outstanding membership interests of PPL Global, to PPL Energy Supply's parent, PPL Energy Funding.

PPL Gas Utilities - PPL Gas Utilities Corporation, which was a regulated utility subsidiary of PPL until its sale in October 2008, provided 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 Funding that primarily owns and operates a business in the U.K., WPD, that is focused on the regulated distribution of electricity. In January 2011, PPL Energy Supply, PPL Global's former parent, distributed its membership interest in PPL Global, representing 100% of the outstanding membership interest of PPL Global, to its parent, PPL Energy Funding.

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 services for PPL and its subsidiaries.

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

PPL WEM - PPL WEM Holdings plc (formerly WPD Investment Holdings Limited), an indirect, wholly owned U.K. subsidiary of PPL Global. PPL WEM directly wholly owns WPD (East Midlands) and indirectly wholly owns WPD (West Midlands).

PPL WW - PPL WW Holdings Limited (formerly Western Power Distribution Holdings Limited), an indirect, wholly owned U.K. subsidiary of PPL Global. PPL WW Holdings indirectly wholly owns WPD (South Wales) and WPD (South West).

WPD - refers to PPL WW and PPL WEM and their subsidiaries.

WPD Midlands - refers to Central Networks, which was renamed after the acquisition.

WPD (East Midlands) - Western Power Distribution (East Midlands) plc, a British regional electricity distribution utility company. The company, formerly Central Networks East plc, was acquired and renamed in April 2011.

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

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

WPD (West Midlands) - Western Power Distribution (West Midlands) plc, a British regional electricity distribution utility company. The company, formerly Central Networks West plc, was acquired and renamed in April 2011.

WKE - Western Kentucky Energy Corp., a subsidiary of LKE that leased certain non-utility generating stations in western Kentucky until July 2009.

Other terms and abbreviations

£ - British pounds sterling.

2001 Mortgage Indenture - PPL Electric's Indenture, dated as of August 1, 2001, to The Bank of New York Mellon (as successor to JPMorgan Chase Bank), as trustee, as supplemented.

2010 Bridge Facility - an up to $6.5 billion Senior Bridge Term Loan Credit Agreement between PPL Capital Funding, as borrower, and PPL, as guarantor, and a group of banks syndicated in June 2010, to serve as a funding backstop in the event alternative financing was not available prior to the closing of PPL's acquisition of E.ON U.S.

2010 Equity Unit(s) - a PPL equity unit, issued in June 2010, consisting of a 2010 Purchase Contract and, initially, a 5.0% undivided beneficial ownership interest in $1,000 principal amount of PPL Capital Funding 4.625% Junior Subordinated Notes due 2018.

2010 Form 10-K - Annual Report to the SEC on Form 10-K for the year ended December 31, 2010.

2010 Purchase Contract(s) - a contract that is a component of a 2010 Equity Unit that requires holders to purchase shares of PPL common stock on or prior to July 1, 2013.

2011 Bridge Facility - the £3.6 billion Senior Bridge Term Loan Credit Agreement between PPL Capital Funding and PPL WEM, as borrowers, and PPL, as guarantor, and lenders party thereto, used to fund the April 1, 2011 acquisition of Central Networks, as amended by Amendment No. 1 thereto dated April 15, 2011.

2011 Equity Unit(s) - a PPL equity unit, issued in April 2011, consisting of a 2011 Purchase Contract and, initially, a 5.0% undivided beneficial ownership interest in $1,000 principal amount of PPL Capital Funding 4.32% Junior Subordinated Notes due 2019.

2011 Purchase Contract(s) - a contract that is a component of a 2011 Equity Unit that requires holders to purchase shares of PPL common stock on or prior to May 1, 2014.

2011 Registration Statements - refers to the registration statements on Form S-4 filed with the SEC by each of LKE (Registration No. 333-173665) on April 21, 2011, LG&E (Registration No 333-173676) on April 22, 2011 and KU (Registration No. 333-173675) on April 22, 2011, each as amended by Amendment No. 1 filed with the SEC on May 26, 2011 and effective June 1, 2011.

Acid Rain Program - allowance trading system established by the Clean Air Act to reduce levels of sulfur dioxide. Under this program, affected power plants are allocated allowances based on their fuel consumption during specified baseline years and a specific emissions rate.

Act 129 - became effective in October 2008. The law amends the Pennsylvania Public Utility Code and creates an energy efficiency and conservation program and smart metering technology requirements, adopts new PLR electricity supply procurement rules, provides remedies for market misconduct and makes changes to the existing Alternative Energy Portfolio Standard.

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.

A.M. Best - A.M. Best Company, a company that reports on the financial condition of insurance companies.

AOCI - accumulated other comprehensive income or loss.

ARO - asset retirement obligation.

Baseload generation - includes the output provided by PPL's nuclear, coal, hydroelectric and qualifying facilities.

Basis - when used in the context of derivatives and commodity trading, the commodity price differential between two locations, products or time periods.

Bcf - billion cubic feet.

CAIR - the EPA's Clean Air Interstate Rule.

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

COLA - license application for a combined construction permit and operating license from the NRC for a nuclear plant.

CSAPR - Cross State Air Pollution Rule, the CSAPR implements Clean Air Act requirements concerning the transport of air pollution from power plants across state boundaries. The CSAPR replaces the 2005 Clean Air Interstate Rule (CAIR), which the U.S. Court of Appeals for the D.C. Circuit ordered the EPA to revise in 2008. The court allowed CAIR to remain in place temporarily while the EPA worked to finalize the replacement rule.

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.

Depreciation not normalized - the flow-through income tax impact related to the state regulatory treatment of depreciation-related timing differences.

Dodd-Frank Act - the Dodd-Frank Wall Street Reform and Consumer Protection Act that was signed into law in July 2010.

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

DRIP - Dividend Reinvestment and Direct Stock Purchase Plan.

iii

DSM - Demand Side Management. Pursuant to Kentucky Revised Statute 278.285, the Kentucky Public Service Commission may determine the reasonableness of demand-side management plans proposed by any utility under its jurisdiction. Proposed demand-side management mechanisms may seek full recovery of demand-side management programs and revenues lost by implementing those programs and/or incentives designed to provide financial rewards to the utility for implementing cost-effective demand-side management programs. The cost of such programs shall be assigned only to the class or classes of customers which benefit from the programs.

E.ON AG - a German corporation and the parent of E.ON UK plc, the former parent of Central Networks.

Economic Stimulus Package - The American Recovery and Reinvestment Act of 2009, generally referred to as the federal economic stimulus package, which was signed into law in February 2009.

ECR - Environmental Cost Recovery. Pursuant to Kentucky Revised Statute 278.183, effective January 1993, Kentucky electric utilities are entitled to the current recovery of costs of complying with the Clean Air Act, as amended, and those federal, state or local environmental requirements which apply to coal combustion and by-products from the production of energy from coal.

EMF - electric and magnetic fields.

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

EPS - earnings per share.

Equity Units - refers collectively to the 2011 and 2010 Equity Units.

ESOP - Employee Stock Ownership Plan.

Euro - the basic monetary unit among participating members of the European Union.

E. W. Brown - a generating station in Kentucky with capacity of 1,631 MW. LG&E and KU are participants in a sale-leaseback transaction involving two combustion turbines at the station.

FERC - Federal Energy Regulatory Commission, the federal agency that regulates, among other things, interstate transmission and wholesale sales of electricity, hydroelectric power projects and related matters.

Fitch - Fitch, Inc., a credit rating agency.

FTR - financial transmission rights, which are financial instruments established to manage price risk related to electricity transmission congestion. They entitle the holder to receive compensation or require the holder to remit payment for certain congestion-related transmission charges based on the level of congestion in the transmission grid.

Fundamental Change - as it relates to the terms of the 2011 and 2010 Equity Units, will be deemed to have occurred if any of the following occurs with respect to PPL, subject to certain exceptions: (i) a change of control; (ii) a consolidation with or merger into any other entity; (iii) common stock ceases to be listed or quoted; or (iv) a liquidation, dissolution or termination.

GAAP - generally accepted accounting principles in the U.S.

GBP - British pound sterling.

GHG - greenhouse gas(es).

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

Health Care Reform - The Patient Protection and Affordable Care Act (HR 3590) and the Health Care and Education Reconciliation Act of 2010 (HR 4872), signed into law in March 2010.

Intermediate and peaking generation - includes the output provided by PPL's oil- and natural gas-fired units.

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

ISO - Independent System Operator.

KPSC - Kentucky Public Service Commission, the state agency that has jurisdiction over the regulation of rates and service of utilities in Kentucky.

LIBOR - London Interbank Offered Rate.

Long Island generation business - includes a 79.9 MW gas-fired plant in the Edgewood section of Brentwood, New York and a 79.9 MW oil-fired plant in Shoreham, New York and related tolling agreements. This business was sold in February 2010.

MACT - maximum achievable control technology.

MISO - Midwest Independent System Operator, an independent system operator and the regional transmission organization that provides open-access transmission service and monitors the high-voltage transmission system in all or parts of Illinois, Indiana, Iowa, Michigan, Minnesota, Missouri, Montana, Nebraska, North Dakota, Ohio, South Dakota, Wisconsin and Manitoba, Canada.

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., a credit rating agency.

MW - megawatt, one thousand kilowatts.

NDT - PPL Susquehanna's nuclear plant decommissioning trust.

NERC - North American Electric Reliability Corporation.

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

NPDES - National Pollutant Discharge Elimination System.

NPNS - the normal purchases and normal sales exception as permitted by derivative accounting rules.

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

OCI - other comprehensive income or loss.

Ofgem - Office of Gas and Electricity Markets, the British agency that regulates transmission, distribution and wholesale sales of electricity and related matters.

Opacity - The degree to which emissions reduce the transmission of light and obscure the view of an object in the background. There are emission regulations that limit the opacity in power plant stack gas emissions.

OVEC - Ohio Valley Electric Corporation, located in Piketon, Ohio, an entity in which LKE indirectly owns an 8.13% interest (consists of LG&E's 5.63% and KU's 2.50% interests), which is accounted for as a cost-method investment. OVEC owns and operates two coal-fired power plants, the Kyger Creek Station in Ohio and the Clifty Creek Station in Indiana, with combined nameplate capacities of 2,390 MW.

PADEP - the Pennsylvania Department of Environmental Protection, a state government agency.

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 default electricity supply 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.

Purchase Contracts - refers collectively to the 2010 and 2011 Purchase Contracts.

PURTA - The Pennsylvania Public Utility Realty Tax Act.

RAV - regulatory asset value. This term is also commonly known as RAB or regulatory asset base.

RECs - renewable energy credits.

Regional Transmission Expansion Plan - PJM conducts a long-range Regional Transmission Expansion Planning process that identifies what changes and additions to the grid are needed to ensure future needs are met for both the reliability and the economic performance of the grid. Under PJM agreements, transmission owners are obligated to build transmission projects that are needed to maintain reliability standards and that are reviewed and approved by the PJM Board.

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.

RMC - Risk Management Committee.

S&P - Standard & Poor's Ratings Services, a credit rating agency.

Sarbanes-Oxley - Sarbanes-Oxley Act of 2002, which sets requirements for management's assessment of internal controls for financial reporting. It also requires an independent auditor to make its own assessment.

SCR - selective catalytic reduction, a pollution control process for the removal of nitrogen oxide from exhaust gases.

Scrubber - an air pollution control device that can remove particulates and/or gases (such as sulfur dioxide) from exhaust gases.

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

Securities Act of 1933 - the Securities Act of 1933, 15 U.S. Code, Sections 77a-77aa, as amended.

SIFMA Index - the Securities Industry and Financial Markets Association Municipal Swap Index.

Smart meter - an electric meter that utilizes smart metering technology.

Smart metering technology - technology that can measure, among other things, time of electricity consumption to permit offering rate incentives for usage during lower cost or demand intervals. The use of this technology also strengthens network reliability.

SNCR - selective non-catalytic reduction, a pollution control process for the removal of nitrogen oxide from exhaust gases.

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

TC2 - Trimble County Unit 2, a coal-fired plant located in Kentucky with a capacity of 760 MW. LKE indirectly owns a 75% interest (consists of LG&E's 14.25% and KU's 60.75% interests) in TC2, or 570 MW of the capacity.

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 electricity for delivery back to the third-party.

TRA - Tennessee Regulatory Authority, the state agency that has jurisdiction over the regulation of rates and service of utilities in Tennessee.

VaR - value-at-risk, a statistical model that attempts to estimate the value of potential loss over a given holding period under normal market conditions at a given confidence level.

VIE - variable interest entity.

Volumetric risk - the risk that the actual load volumes provided under full-requirement sales contracts could vary significantly from forecasted volumes.

VSCC - Virginia State Corporation Commission, the state agency that has jurisdiction over the regulation of Virginia corporations, including utilities.

VWAP - as it relates to the 2011 and 2010 Equity Units issued by PPL, the per share volume-weighted-average price as displayed under the heading Bloomberg VWAP on Bloomberg page "PPL <EQUITY> AQR" (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading on the relevant trading day until the scheduled close of trading on the relevant trading day (or if such volume-weighted-average price is unavailable, the market price of one share of PPL common stock on such trading day determined, using a volume-weighted-average method, by a nationally recognized independent investment banking firm retained for this purpose by PPL).

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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 fact are "forward-looking statements" within the meaning of the federal securities laws. Although PPL, PPL Energy Supply, PPL Electric, LKE, LG&E and KU 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. Forward-looking statements are subject to many risks and uncertainties, and actual results may differ materially from the results discussed in forward-looking statements. In addition to the specific factors discussed in "Item 1A. Risk Factors" in this Form 10-Q and each Registrant's 2010 Form 10-K (in the case of PPL, PPL Energy Supply and PPL Electric) or 2011 Registration Statements (in the case of LKE, LG&E and KU), 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.

·	fuel supply cost and availability;

·	continuing ability to recover fuel costs and environmental expenditures in a timely manner at LG&E and KU, and natural gas supply costs at LG&E;

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

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

·	the length of scheduled and unscheduled outages at our generating facilities;

·	transmission and distribution system conditions and operating costs;

·	potential expansion of alternative sources of electricity generation;

·	potential laws or regulations to reduce emissions of "greenhouse" gases or the physical effects of climate change;

·	collective labor bargaining negotiations;

·	the outcome of litigation against PPL and its subsidiaries;

·	potential effects of threatened or actual terrorism, war or other hostilities, or natural disasters;

·	the commitments and liabilities of PPL and its subsidiaries;

·	market demand and prices for energy, capacity, transmission services, emission allowances, RECs and delivered fuel;

·	competition in retail and wholesale power and natural gas markets;

·	liquidity of wholesale power markets;

·	defaults by counterparties under energy, fuel or other power product contracts;

·	market prices of commodity inputs for ongoing capital expenditures;

·	capital market conditions, including the availability of capital or credit, changes in interest rates and certain economic indices, and decisions regarding capital structure;

·	stock price performance of PPL;

·	volatility in the fair value of debt and equity securities and its impact on the value of assets in the NDT funds and in defined benefit plans, and the potential cash funding requirements if fair value declines;

·	interest rates and their effect on pension, retiree medical, and nuclear decommissioning liabilities, and interest payable on certain debt securities;

·	volatility in or the impact of other changes in financial or commodity markets and economic conditions;

·	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;

·	changes in securities and credit ratings;

·	foreign currency exchange rates;

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

·	legal, regulatory, political, market or other reactions to the 2011 incident at the nuclear generating facility at Fukushima, Japan, including additional NRC requirements;

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

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

·	new state, federal or foreign legislation, including new tax, environmental, healthcare or pension-related legislation;

·	state, federal and foreign regulatory developments;

·	the outcome of any rate cases by PPL Electric at the PUC or the FERC; by LG&E at the KPSC or the FERC; by KU at the KPSC, VSCC, TRA or the FERC; or by WPD at Ofgem in the U.K.;

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

·	the effect of any business or industry restructuring;

·	development of new projects, markets and technologies;

·	performance of new ventures; and

·	business dispositions or acquisitions and our ability to successfully operate such acquired businesses and realize expected benefits from business acquisitions, including PPL's 2011 acquisition of WPD Midlands and 2010 acquisition of LKE.

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, PPL Electric, LKE, LG&E and KU 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, PPL Electric, LKE, LG&E or KU to predict all 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, PPL Electric, LKE, LG&E and KU undertake no obligation to update the information contained in such statement to reflect subsequent developments or information.

(THIS PAGE LEFT BLANK INTENTIONALLY.)

PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
PPL Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars, except share data)

				Three Months Ended				Six Months Ended
				June 30,				June 30,
				2011		2010			2011		2010
Operating Revenues
	Utility			$	1,484	$	692	$	3,020	$	1,706
	Unregulated retail electric and gas				181		101		328		205
	Wholesale energy marketing
		Realized			732		1,231		1,770		2,590
		Unrealized economic activity (Note 14)			(44)		(666)		13		(242)
	Net energy trading margins				10		5		21		16
	Energy-related businesses				126		110		247		204
	Total Operating Revenues				2,489		1,473		5,399		4,479

Operating Expenses
	Operation
		Fuel			414		258		889		488
		Energy purchases
			Realized		434		737		1,105		1,746
			Unrealized economic activity (Note 14)		(109)		(445)		(127)		118
		Other operation and maintenance			723		419		1,306		863
	Depreciation				237		125		445		249
	Taxes, other than income				75		53		148		125
	Energy-related businesses				120		100		233		188
	Total Operating Expenses				1,894		1,247		3,999		3,777

Operating Income					595		226		1,400		702

Other Income (Expense) - net					(34)				(39)		8

Other-Than-Temporary Impairments							3		1		3

Interest Expense					264		131		438		242

Income from Continuing Operations Before Income Taxes					297		92		922		465

Income Taxes					96		7		319		133

Income from Continuing Operations After Income Taxes					201		85		603		332

Income (Loss) from Discontinued Operations (net of income taxes)					(1)		7		2		15

Net Income					200		92		605		347

Net Income Attributable to Noncontrolling Interests					4		7		8		12

Net Income Attributable to PPL Corporation				$	196	$	85	$	597	$	335

Amounts Attributable to PPL Corporation:
	Income from Continuing Operations After Income Taxes			$	197	$	78	$	595	$	320
	Income (Loss) from Discontinued Operations (net of income taxes)				(1)		7		2		15
	Net Income			$	196	$	85	$	597	$	335

Earnings Per Share of Common Stock:
	Income from Continuing Operations After Income Taxes Available
	to PPL Corporation Common Shareowners:
		Basic		$	0.35	$	0.20	$	1.13	$	0.84
		Diluted		$	0.35	$	0.20	$	1.13	$	0.84
	Net Income Available to PPL Corporation Common Shareowners:
		Basic		$	0.35	$	0.22	$	1.14	$	0.88
		Diluted		$	0.35	$	0.22	$	1.14	$	0.88

Dividends Declared Per Share of Common Stock				$	0.350	$	0.350	$	0.700	$	0.700

Weighted-Average Shares of Common Stock Outstanding (in thousands)
		Basic			561,652		381,896		522,897		379,810
		Diluted			562,019		382,075		523,184		380,034

The accompanying Notes to Condensed 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,
				2011		2010
Cash Flows from Operating Activities
	Net income			$	605	$	347
	Adjustments to reconcile net income to net cash provided by operating activities
		Depreciation			446		258
		Amortization			126		87
		Defined benefit plans - expense			71		51
		Deferred income taxes and investment tax credits			337		(63)
		Unrealized (gains) losses on derivatives, and other hedging activities			(165)		344
		Provision for Montana hydroelectric litigation			7		59
		Other			60		51
	Change in current assets and current liabilities
		Accounts receivable			(36)		(45)
		Accounts payable			(60)		79
		Unbilled revenue			194		(114)
		Prepayments			111		(156)
		Counterparty collateral			(258)		98
		Taxes			(63)		(15)
		Other			27		(93)
	Other operating activities
		Defined benefit plans - funding			(550)		(345)
		Other assets			(42)		9
		Other liabilities			4		20
			Net cash provided by operating activities		814		572
Cash Flows from Investing Activities
	Expenditures for property, plant and equipment				(1,003)		(624)
	Proceeds from the sale of certain non-core generation facilities				381
	Proceeds from the sale of the Long Island generation business						124
	Acquisition of WPD Midlands				(5,763)
	Purchases of nuclear plant decommissioning trust investments				(107)		(75)
	Proceeds from the sale of nuclear plant decommissioning trust investments				100		68
	Proceeds from the sale of other investments				163
	Net (increase) decrease in restricted cash and cash equivalents				(22)		80
	Other investing activities				(48)		(31)
			Net cash provided by (used in) investing activities		(6,299)		(458)
Cash Flows from Financing Activities
	Issuance of long-term debt				4,350		1,747
	Issuance of common stock				2,266		2,410
	Payment of common stock dividends				(340)		(263)
	Redemption of preferred stock of a subsidiary						(54)
	Debt issuance and credit facility costs				(72)		(76)
	Net increase (decrease) in short-term debt				(321)		(158)
	Other financing activities				(36)		(11)
			Net cash provided by (used in) financing activities		5,847		3,595
Effect of Exchange Rates on Cash and Cash Equivalents					(18)		(5)
Net Increase (Decrease) in Cash and Cash Equivalents					344		3,704
Cash and Cash Equivalents at Beginning of Period					925		801
Cash and Cash Equivalents at End of Period				$	1,269	$	4,505


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

CONDENSED CONSOLIDATED BALANCE SHEETS
PPL Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars, shares in thousands)
			June 30,		December 31,
			2011		2010
Assets

Current Assets
	Cash and cash equivalents		$	1,269	$	925
	Short-term investments					163
	Restricted cash and cash equivalents			43		28
	Accounts receivable (less reserve: 2011, $39; 2010, $55)
		Customer		712		652
		Other		72		90
	Unbilled revenues			708		789
	Fuel, materials and supplies			647		643
	Prepayments			344		435
	Price risk management assets			1,467		1,918
	Other intangibles			42		70
	Assets held for sale					374
	Regulatory assets			25		85
	Other current assets			35		16
	Total Current Assets			5,364		6,188

Investments
	Nuclear plant decommissioning trust funds			648		618
	Other investments			78		75
	Total Investments			726		693

Property, Plant and Equipment
	Regulated utility plant			22,572		15,994
	Less: accumulated depreciation - regulated utility plant			3,290		3,037
		Regulated utility plant, net		19,282		12,957
	Non-regulated property, plant and equipment
		Generation		10,366		10,165
		Nuclear fuel		575		578
		Other		505		403
	Less: accumulated depreciation - non-regulated property, plant and equipment			5,535		5,440
		Non-regulated property, plant and equipment, net		5,911		5,706
	Construction work in progress			1,415		2,160
	Property, Plant and Equipment, net (a)			26,608		20,823
Other Noncurrent Assets
	Regulatory assets			1,200		1,180
	Goodwill (Note 15)			4,190		1,761
	Other intangibles (a)			1,078		966
	Price risk management assets			665		655
	Other noncurrent assets			706		571
	Total Other Noncurrent Assets			7,839		5,133

Total Assets			$	40,537	$	32,837

(a)	At June 30, 2011 and December 31, 2010, includes $418 million and $424 million of PP&E, consisting primarily of "Generation," including leasehold improvements, and $11 million of "Other intangibles" from the consolidation of a VIE that is the owner/lessor of the Lower Mt. Bethel plant.

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

CONDENSED CONSOLIDATED BALANCE SHEETS
PPL Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars, shares in thousands)
			June 30,		December 31,
			2011		2010
Liabilities and Equity

Current Liabilities
	Short-term debt		$	431	$	694
	Long-term debt			502		502
	Accounts payable			1,246		1,028
	Taxes			110		134
	Interest			175		166
	Dividends			207		174
	Price risk management liabilities			817		1,144
	Counterparty collateral			80		338
	Regulatory liabilities			77		109
	Other current liabilities			948		925
	Total Current Liabilities			4,593		5,214

Long-term Debt				17,532		12,161

Deferred Credits and Other Noncurrent Liabilities
	Deferred income taxes			3,434		2,563
	Investment tax credits			262		237
	Price risk management liabilities			443		470
	Accrued pension obligations			1,015		1,496
	Asset retirement obligations			491		435
	Regulatory liabilities			1,023		1,031
	Other deferred credits and noncurrent liabilities			825		752
	Total Deferred Credits and Other Noncurrent Liabilities			7,493		6,984

Commitments and Contingent Liabilities (Notes 6 and 10)

Equity
	PPL Corporation Shareowners' Common Equity
		Common stock - $0.01 par value (a)		6		5
		Additional paid-in capital		6,774		4,602
		Earnings reinvested		4,306		4,082
		Accumulated other comprehensive loss		(435)		(479)
		Total PPL Corporation Shareowners' Common Equity		10,651		8,210
	Noncontrolling Interests			268		268
	Total Equity			10,919		8,478

Total Liabilities and Equity			$	40,537	$	32,837

(a)	780,000 shares authorized; 577,265 and 483,391 shares issued and outstanding at June 30, 2011 and December 31, 2010.

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

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
PPL Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars)
		PPL Corporation Shareowners
		Common
		stock								Accumulated
		shares				Additional				other		Non-
		outstanding		Common		paid-in		Earnings		comprehensive		controlling
		(a)		stock		capital		reinvested		loss		interests		Total

March 31, 2011		484,618	$	5	$	4,637	$	4,312	$	(424)	$	268	$	8,798
Common stock issued (b)		92,647		1		2,273								2,274
Purchase Contracts (c)						(141)								(141)
Stock-based compensation						5								5
Net income								196				4		200
Dividends, dividend equivalents
	and distributions (d)							(202)				(4)		(206)
Other comprehensive
	income (loss)									(11)				(11)
June 30, 2011		577,265	$	6	$	6,774	$	4,306	$	(435)	$	268	$	10,919

December 31, 2010		483,391	$	5	$	4,602	$	4,082	$	(479)	$	268	$	8,478
Common stock issued (b)		93,874		1		2,312								2,313
Purchase Contracts (c)						(141)								(141)
Stock-based compensation						1								1
Net income								597				8		605
Dividends, dividend equivalents
	and distributions (d)							(373)				(8)		(381)
Other comprehensive
	income (loss)									44				44
June 30, 2011		577,265	$	6	$	6,774	$	4,306	$	(435)	$	268	$	10,919

March 31, 2010		378,131	$	4	$	2,310	$	3,866	$	(288)	$	319	$	6,211
Common stock issued (b)		104,057		1		2,425								2,426
Purchase Contracts (c)						(186)								(186)
Stock-based compensation						4								4
Net income								85				7		92
Dividends, dividend equivalents,
	redemptions and distributions (d)							(133)				(58)		(191)
Other comprehensive
	income (loss)									(151)				(151)
June 30, 2010		482,188	$	5	$	4,553	$	3,818	$	(439)	$	268	$	8,205

December 31, 2009		377,183	$	4	$	2,280	$	3,749	$	(537)	$	319	$	5,815
Common stock issued (b)		105,005		1		2,458								2,459
Purchase Contracts (c)						(186)								(186)
Stock-based compensation						1								1
Net income								335				12		347
Dividends, dividend equivalents,
	redemptions and distributions (d)							(266)				(63)		(329)
Other comprehensive
	income (loss)									98				98
June 30, 2010		482,188	$	5	$	4,553	$	3,818	$	(439)	$	268	$	8,205

(a)	Shares in thousands. Each share entitles the holder to one vote on any question presented to any shareowners' meeting.

(b)

The 2011 periods include the April issuance of 92 million shares of common stock. See Note 7 for additional information. The 2010 periods include the June issuance of 103.5 million shares of common stock. The 2011 and 2010 periods include shares of common stock issued through various stock and incentive compensation plans.

(c)	The 2011 periods include $123 million for the 2011 Purchase Contracts and $18 million of related fees and expenses, net of tax. See Note 7 for additional information. The 2010 periods include $157 million for the 2010 Purchase Contracts and $29 million of related fees and expenses.

(d)

"Earnings reinvested" includes dividends and dividend equivalents on PPL Corporation common stock and restricted stock units. "Noncontrolling interests" includes dividends, redemptions and distributions to noncontrolling interests, for which the 2010 periods include $54 million paid to redeem PPL Electric's preferred stock.

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

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
PPL Corporation and Subsidiaries
(Unaudited)
(Millions of Dollars)

				Three Months Ended				Six Months Ended
				June 30,				June 30,
				2011		2010		2011		2010

Net income				$	200	$	92	$	605	$	347

Other comprehensive income (loss):
Amounts arising during the period - gains (losses), net of tax (expense)
	benefit:
		Foreign currency translation adjustments, net of tax of $0, $0, $1, ($1)			93		(67)		160		(160)
		Available-for-sale securities, net of tax of ($1), $21, ($13), $10			1		(17)		13		(7)
		Qualifying derivatives, net of tax of $21, $114, ($11), ($148)			(30)		(151)		7		226
		Equity investees' other comprehensive income (loss)							(1)
		Defined benefit plans:
			Net actuarial gain, net of tax of $0, ($31), $0, ($31)				80				80
Reclassifications to net income - (gains) losses, net of tax expense
	(benefit):
		Available-for-sale securities, net of tax of $0, $0, $5, $2			(1)		(2)		(8)		(4)
		Qualifying derivatives, net of tax of $55, $1, $106, $38			(89)		(7)		(158)		(67)
		Equity investees' other comprehensive (income) loss			1				3
		Defined benefit plans:
			Prior service costs, net of tax of ($1), ($1), ($3), ($4)		2		5		5		7
			Net actuarial loss, net of tax of ($6), ($6), ($10), ($6)		12		7		23		21
			Transition obligation, net of tax of $0, ($1), $0, ($1)				1				2
Total other comprehensive income (loss)					(11)		(151)		44		98

Comprehensive income (loss)					189		(59)		649		445
		Comprehensive income attributable to noncontrolling interests			4		7		8		12

Comprehensive income (loss) attributable to PPL Corporation				$	185	$	(66)	$	641	$	433

The accompanying Notes to Condensed 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				Six Months Ended
				June 30,				June 30,
				2011		2010		2011		2010
Operating Revenues
	Wholesale energy marketing
		Realized		$	732	$	1,231	$	1,770	$	2,590
		Unrealized economic activity (Note 14)			(44)		(666)		13		(242)
	Wholesale energy marketing to affiliate				4		64		10		179
	Unregulated retail electric and gas				181		101		328		205
	Net energy trading margins				10		5		21		16
	Energy-related businesses				114		100		224		181
	Total Operating Revenues				997		835		2,366		2,929

Operating Expenses
	Operation
		Fuel			208		258		468		488
		Energy purchases
			Realized		226		530		540		1,130
			Unrealized economic activity (Note 14)		(109)		(445)		(127)		118
		Energy purchases from affiliate			1				2		1
		Other operation and maintenance			288		254		533		552
	Depreciation				60		60		119		117
	Taxes, other than income				16		11		32		22
	Energy-related businesses				112		93		220		174
	Total Operating Expenses				802		761		1,787		2,602

Operating Income					195		74		579		327

Other Income (Expense) - net					4		5		18		11

Other-Than-Temporary Impairments							3		1		3

Interest Income from Affiliates					1		2		4		2

Interest Expense					51		49		98		102

Income from Continuing Operations Before Income Taxes					149		29		502		235

Income Taxes					59		3		201		85

Income from Continuing Operations After Income Taxes					90		26		301		150

Income (Loss) from Discontinued Operations (net of income taxes)					(1)		60		2		136

Net Income				$	89	$	86	$	303	$	286

The accompanying Notes to Condensed 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,
				2011		2010
Cash Flows from Operating Activities
	Net income			$	303	$	286
	Adjustments to reconcile net income to net cash provided by operating activities
		Depreciation			120		183
		Amortization			50		69
		Defined benefit plans - expense			17		29
		Deferred income taxes and investment tax credits			186		(95)
		Unrealized (gains) losses on derivatives, and other hedging activities			(163)		347
		Provision for Montana hydroelectric litigation			7		59
		Other			22		45
	Change in current assets and current liabilities
		Accounts receivable			57		94
		Accounts payable			(104)		(38)
		Unbilled revenue			126		(190)
		Taxes			31		37
		Counterparty collateral			(258)		98
		Other			(69)		(66)
	Other operating activities
		Defined benefit plans - funding			(137)		(275)
		Other assets			(25)		(25)
		Other liabilities			25		44
			Net cash provided by operating activities		188		602
Cash Flows from Investing Activities
	Expenditures for property, plant and equipment				(324)		(464)
	Proceeds from the sale of certain non-core generation facilities				381
	Proceeds from the sale of the Long Island generation business						124
	Purchases of nuclear plant decommissioning trust investments				(107)		(75)
	Proceeds from the sale of nuclear plant decommissioning trust investments				100		68
	Net (increase) decrease in notes receivable from affiliates				(37)
	Net (increase) decrease in restricted cash and cash equivalents				(14)		77
	Other investing activities				(35)		(30)
			Net cash provided by (used in) investing activities		(36)		(300)
Cash Flows from Financing Activities
	Issuance of long-term debt						597
	Contributions from member				168		3,525
	Distributions to member

PPL ELECTRIC UTILITIES CORP 10-Q