Obligation Talen Energy Supply LLC 6% ( US69352JAK34 ) en USD

Talen Energy Supply LLC

43 % ⇌

Etats-unis

US69352JAK34 ( en USD )

6% par an ( paiement semestriel )

14/12/2036

Prospectus brochure de l'obligation Talen Energy Supply LLC US69352JAK34 en USD 6%, échéance 14/12/2036

1 000 USD

300 000 000 USD

69352JAK3

CCC+ ( Risque élevé )

B3 ( Très spéculatif )

15/06/2024 ( Dans 60 jours )

L'Obligation émise par Talen Energy Supply LLC ( Etats-unis ) , en USD, avec le code ISIN US69352JAK34, paye un coupon de 6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/12/2036

L'Obligation émise par Talen Energy Supply LLC ( Etats-unis ) , en USD, avec le code ISIN US69352JAK34, a été notée B3 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Talen Energy Supply LLC ( Etats-unis ) , en USD, avec le code ISIN US69352JAK34, a été notée CCC+ ( Risque élevé ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
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424B2 1 d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(2). Based upon the registration of $300 million of Senior Notes to be offered by means of this prospectus
supplement and the accompanying prospectus under the registration statement filed March 20, 2006, a filing fee of $32,100 has been
calculated in accordance with Rule 457(r). This fee has been previously transmitted to the SEC in connection with the securities offered
pursuant to this prospectus supplement. 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 333-132574-01
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 20, 2006)
$300,000,000

PPL Energy Supply, LLC
6.00% Senior Notes due 2036
PPL Energy Supply, LLC is offering its 6.00% Senior Notes due 2036 (the "Notes"). Interest on the Notes will be payable on June 15 and
December 15 of each year, commencing on June 15, 2007, and at maturity, as further described in this prospectus supplement. The Notes will
mature on December 15, 2036, 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" beginning on page S-7 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.

Underwriting
Proceeds, Before

Price to Public(1)
Discount

Expenses, to Us(1)
Per Note

98.848%
0.875%
97.973%
Total

$ 296,544,000
$2,625,000
$ 293,919,000
(1)
Plus accrued interest, if any, from the date of issuance.
The underwriters expect to deliver the Notes to the purchasers in book-entry form only through the facilities of The Depository Trust Company
on or about December 14, 2006.
Joint Book-Running Managers

BNP PARIBAS
Goldman, Sachs & Co.
HSBC

Co-Managers

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Lloyds TSB
Mellon Financial Markets, LLC
PNC Capital Markets
The date of this prospectus supplement is December 11, 2006.

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

Page
ABOUT THIS PROSPECTUS SUPPLEMENT

S-3
WHERE YOU CAN FIND MORE INFORMATION

S-4
SUMMARY

S-5
RISK FACTORS

S-7
RECENT DEVELOPMENT

S-7
USE OF PROCEEDS

S-8
CAPITALIZATION

S-9
DESCRIPTION OF THE NOTES

S-10
UNDERWRITING

S-23
VALIDITY OF THE NOTES

S-24
Prospectus

Page
ABOUT THIS PROSPECTUS

2
RISK FACTORS

4
FORWARD-LOOKING INFORMATION

4
PPL CORPORATION

6
PPL CAPITAL FUNDING, INC.

7
PPL ENERGY SUPPLY, LLC

7
PPL ELECTRIC UTILITIES CORPORATION

9
USE OF PROCEEDS

11
RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED
STOCK DIVIDENDS

11
WHERE YOU CAN FIND MORE INFORMATION

12
EXPERTS

14
VALIDITY OF THE SECURITIES AND THE PPL GUARANTEES

14
As used in this prospectus, the terms "we," "our," and "us" may, depending on the context, refer to PPL 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 of PPL Energy Supply's affiliates, 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 any of PPL Energy Supply's 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.

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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 all SEC filings of PPL Energy Supply 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. Additionally, PPL Energy Supply's filings are available at the SEC's Web site (www.sec.gov).
In addition, reports and other information concerning PPL Energy Supply can be inspected at its offices at Two North Ninth Street,
Allentown, Pennsylvania 18101-1179.
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 another document that it files separately with the SEC. The information incorporated by reference is deemed to be part
of this prospectus supplement, and later information that we file with the SEC will automatically update and supersede that information. This
prospectus supplement incorporates by reference the documents set forth below that have been previously filed with the SEC. These documents
contain important information about PPL Energy Supply.

SEC Filings
Period/Date
Annual Report on Form 10-K
Year ended December 31, 2005
Quarterly Report on Form 10-Q
Quarters ended March 31, 2006, June 30, 2006 and September 30,
2006
Current Reports on Form 8-K and 8-K/A
Filed on March 3, 2006, March 30, 2006, April 5, 2006, May 10,
2006, May 16, 2006, June 14, 2006, July 6, 2006 and July 14, 2006
Additional documents that PPL Energy Supply files with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, between the date of this prospectus supplement and the termination of the offering of the Notes are also
incorporated herein by reference.
PPL 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
$300,000,000 aggregate principal amount of our 6.00% Senior Notes due 2036.

Stated Maturity Date
December 15, 2036

Interest Payment Dates
Interest on the Notes will be payable on June 15 and December 15 of each year,
commencing on June 15, 2007 and at maturity, or upon earlier redemption.

Interest Rate
6.00% 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 in excess 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."

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Use of Proceeds
We expect to use the net proceeds from the sale of the Notes to replenish cash or repay
short-term indebtedness, including intercompany loans, that PPL Energy Supply used or
incurred to fund conversions of its 2 5/8% Convertible Senior Notes due 2023 ("Convertible
Notes"). Of the $400 million aggregate principal amount of Convertible Notes originally
issued in 2003, approximately $259 million in principal amount has been converted to date
in the fourth quarter of 2006. An additional $39 million in principal amount was converted
earlier in 2006. The principal amount of the converted Convertible Notes was settled in
cash and the conversion premium was settled in PPL common stock, in accordance with the
terms of the Convertible Notes.

Ratings
Our senior unsecured debt is currently rated BBB by Standard & Poor's Ratings Services,
Baa2 by Moody's Investors Service, Inc. and BBB+ by Fitch Ratings. A credit rating
reflects an assessment by the rating agency of the creditworthiness associated with an issuer
and particular securities that it issues. These ratings are not a recommendation to buy, sell
or hold any securities of PPL Energy Supply. Such ratings may be subject to revisions or
withdrawal by these agencies at any time and should be evaluated independently of each
other and any other rating that may be assigned to the securities.

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

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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 4 of the accompanying prospectus, and the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31,
2005, beginning on page 10, 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.
RECENT DEVELOPMENT
Reference is made to "Legal Matters-Regulatory Issues-PJM Billing Dispute" in Note 11 to the Financial Statements included in the SEC
Form 10-Q of PPL Corporation, PPL Electric Utilities Corporation and PPL Energy Supply, LLC for the quarter ended September 30, 2006.
On November 9, 2006, the Federal Energy Regulatory Commission (FERC) entered an order accepting the parties' March 2006 proposed
settlement agreement, upon the condition that PPL Electric Utilities Corporation (PPL Electric) agree to certain

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modifications. FERC's acceptance was conditioned upon reimbursement of PECO Energy through a single credit to PECO Energy's monthly
PJM bill and a corresponding charge on PPL Electric's monthly PJM bill, rather than through a PJM Tariff transmission charge applicable only
to PPL Electric. FERC ordered PPL Electric to advise FERC within 30 days as to whether it would accept or reject the proposed modifications.
The 30-day period expires at the close of business on December 11, 2006, by which time PPL Electric intends to respond to FERC.
PPL Electric and PPL Energy Supply cannot be certain of the outcome of this matter or the impact on them. Depending upon this
outcome, the potential for recovery for amounts ultimately paid as a result of the FERC proceedings, and the application of relevant provisions
of supply agreements between PPL Electric and PPL EnergyPlus, PPL Energy Supply may incur some or all of the costs associated with this
matter.
PPL Electric expects to file an SEC Form 8-K reporting the outcome of this matter. Because, as described above, PPL Energy Supply
may incur some or all of the costs associated with this matter, PPL Energy Supply will also be a filer of that Form 8-K.
USE OF PROCEEDS
We expect to use the net proceeds from the sale of the Notes to replenish cash or repay short-term indebtedness, including intercompany
loans, that PPL Energy Supply used or incurred to fund conversions of its 2 5/8% Convertible Senior Notes due 2023 ("Convertible Notes"). Of
the $400 million aggregate principal amount of Convertible Notes originally issued in 2003, approximately $259 million in principal amount
has been converted to date in the fourth quarter of 2006. An additional $39 million in principal amount was converted earlier in 2006. The
principal amount of the converted Convertible Notes was settled in cash and the conversion premium was settled in PPL common stock, in
accordance with the terms of the Convertible Notes.

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CAPITALIZATION
The following table sets forth our historical unaudited consolidated cash and cash equivalents and capitalization as of September 30,
2006:

· on an actual basis; and

· on an as adjusted basis to give effect to (i) the conversion of $259 million in principal amount of Convertible Notes in the fourth

quarter of 2006, (ii) the issuance of the Notes in this offering and (iii) the application of the estimated net proceeds of approximately
$294 million as described herein.
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, 2006

Actual
As Adjusted

(In millions)
Cash and cash equivalents

$
496
$
531

Long-term debt, including current portion

$ 4,665
$
4,406
Long-term debt payable to affiliate

89
89
Notes offered hereby

300

Total long-term debt

4,754
4,795

Member's equity

4,507
4,507

Total capitalization

$ 9,261
$
9,302

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