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, 2012
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, KY  40202-1377 (502) 627-2000	20-0523163
1-2893	Louisville Gas and Electric Company (Exact name of Registrant as specified in its charter) (Kentucky) 220 West Main Street Louisville, KY  40202-1377 (502) 627-2000	61-0264150
1-3464	Kentucky Utilities Company (Exact name of Registrant as specified in its charter) (Kentucky and Virginia) One Quality Street Lexington, KY  40507-1462 (502) 627-2000	61-0247570

	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

	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

		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 ]	[     ]

	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

	PPL Corporation	Common stock, $0.01 par value, 580,736,054 shares outstanding at July 31, 2012.
	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 31, 2012.
	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 31, 2012.
	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 31, 2012.

						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	3
				Condensed Consolidated Statements of Comprehensive Income	4
				Condensed Consolidated Statements of Cash Flows	5
				Condensed Consolidated Balance Sheets	6
				Condensed Consolidated Statements of Equity	8
			PPL Energy Supply, LLC and Subsidiaries
				Condensed Consolidated Statements of Income	9
				Condensed Consolidated Statements of Comprehensive Income	10
				Condensed Consolidated Statements of Cash Flows	11
				Condensed Consolidated Balance Sheets	12
				Condensed Consolidated Statements of Equity	14
			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		39
		3.   Segment and Related Information		40
		4.   Earnings Per Share		41
		5.   Income Taxes		42
		6.   Utility Rate Regulation		46
		7.   Financing Activities		50
		8.   Acquisitions, Development and Divestitures		54
		9.   Defined Benefits		57
		10. Commitments and Contingencies		59
		11. Related Party Transactions		75
		12. Other Income (Expense) - net		77
		13. Fair Value Measurements and Credit Concentration		78
		14. Derivative Instruments and Hedging Activities		85
		15. Goodwill		98
		16. Asset Retirement Obligations		98
		17. Available-for-Sale Securities		98
		18. New Accounting Guidance Pending Adoption		100
	Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations
			PPL Corporation and Subsidiaries	101
			PPL Energy Supply, LLC and Subsidiaries	129
			PPL Electric Utilities Corporation and Subsidiaries	143
			LG&E and KU Energy LLC and Subsidiaries	151
			Louisville Gas and Electric Company	159
			Kentucky Utilities Company	166
	Item 3.  Quantitative and Qualitative Disclosures About Market Risk			173
	Item 4.  Controls and Procedures			173
PART II.  OTHER INFORMATION
	Item 1.  Legal Proceedings			174
	Item 1A.  Risk Factors			174
	Item 4.  Mine Safety Disclosures			174
	Item 6.  Exhibits			175
SIGNATURES				177
COMPUTATIONS OF RATIO OF EARNINGS TO FIXED CHARGES				178
CERTIFICATES OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002				184
CERTIFICATES OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002				196

 

·	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 and cost of scheduled and unscheduled outages at our generating facilities;

·	transmission and distribution system conditions and operating costs;

·	expansion of alternative sources of electricity generation;

·	collective labor bargaining negotiations;

·	the outcome of litigation against the Registrants and their subsidiaries;

·	potential effects of threatened or actual terrorism, war or other hostilities, cyber-based intrusions or natural disasters;

·	the commitments and liabilities of the Registrants and their 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;

·	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 the Registrants or their subsidiaries conduct business;

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

·	the outcome of any rate cases or other cost recovery filings 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 the Registrants and their 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.

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,
					2012			2011				2012			2011
Operating Revenues
	Utility				$	1,605		$	1,484		$	3,319		$	3,020
	Unregulated retail electric and gas					179			181			402			328
	Wholesale energy marketing
		Realized				1,083			732			2,291			1,770
		Unrealized economic activity (Note 14)				(458)			(44)			394			13
	Net energy trading margins					10			10			18			21
	Energy-related businesses					130			126			237			247
	Total Operating Revenues					2,549			2,489			6,661			5,399
Operating Expenses
	Operation
		Fuel				411			414			835			889
		Energy purchases
			Realized			787			434			1,670			1,105
			Unrealized economic activity (Note 14)			(442)			(109)			149			(127)
		Other operation and maintenance				739			723			1,445			1,306
	Depreciation					271			237			535			445
	Taxes, other than income					87			75			178			148
	Energy-related businesses					124			120			226			233
	Total Operating Expenses					1,977			1,894			5,038			3,999
Operating Income						572			595			1,623			1,400
Other Income (Expense) - net						30			(34)			13			(39)
Other-Than-Temporary Impairments						1						1			1
Interest Expense						236			264			466			438
Income from Continuing Operations Before Income Taxes						365			297			1,169			922
Income Taxes						88			96			347			319
Income from Continuing Operations After Income Taxes						277			201			822			603
Income (Loss) from Discontinued Operations (net of income taxes)						(6)			(1)			(6)			2
Net Income						271			200			816			605
Net Income Attributable to Noncontrolling Interests									4			4			8
Net Income Attributable to PPL Corporation					$	271		$	196		$	812		$	597
Amounts Attributable to PPL Corporation:
	Income from Continuing Operations After Income Taxes				$	277		$	197		$	818		$	595
	Income (Loss) from Discontinued Operations (net of income taxes)					(6)			(1)			(6)			2
	Net Income				$	271		$	196		$	812		$	597
Earnings Per Share of Common Stock:
	Income from Continuing Operations After Income Taxes Available to PPL
	Corporation Common Shareowners:
		Basic			$	0.47		$	0.35		$	1.40		$	1.13
		Diluted			$	0.47		$	0.35		$	1.40		$	1.13
	Net Income Available to PPL Corporation Common Shareowners:
		Basic			$	0.46		$	0.35		$	1.39		$	1.14
		Diluted			$	0.46		$	0.35		$	1.39		$	1.14
Dividends Declared Per Share of Common Stock					$	0.36		$	0.35		$	0.72		$	0.70
Weighted-Average Shares of Common Stock Outstanding (in thousands)
		Basic				579,881			561,652			579,462			522,897
		Diluted				580,593			562,019			580,062			523,184
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,
					2012			2011			2012			2011
Net income					$	271		$	200		$	816		$	605
Other comprehensive income (loss):
Amounts arising during the period - gains (losses), net of tax (expense)
	benefit:
		Foreign currency translation adjustments, net of tax of ($2), $0, $0, $1				(179)			93			(103)			160
		Available-for-sale securities, net of tax of $8, ($1), ($20), ($13)				(7)			1			15			13
		Qualifying derivatives, net of tax of $7, $21, ($55), ($11)				2			(30)			68			7
		Equity investees' other comprehensive income (loss), net of
			tax of $0, $0, $2, $0			1						(3)			(1)
		Defined benefit plans:
			Net actuarial gain (loss), net of tax of $28, $0, $28, $0			(85)						(85)
Reclassifications to net income - (gains) losses, net of tax expense
	(benefit):
		Available-for-sale securities, net of tax of $1, $0, $3, $5				(1)			(1)			(4)			(8)
		Qualifying derivatives, net of tax of $84, $55, $171, $106				(140)			(89)			(262)			(158)
		Equity investees' other comprehensive (income) loss, net of
			tax of $0, $0, $0, $0						1						3
		Defined benefit plans:
			Prior service costs, net of tax of ($2), ($1), ($3), ($3)			2			2			5			5
			Net actuarial loss, net of tax of ($7), ($6), ($11), ($10)			17			12			37			23
Total other comprehensive income (loss) attributable to PPL
	Corporation					(390)			(11)			(332)			44
Comprehensive income (loss)						(119)			189			484			649
		Comprehensive income attributable to noncontrolling interests							4			4			8
Comprehensive income (loss) attributable to PPL Corporation					$	(119)		$	185		$	480		$	641
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,
					2012			2011
Cash Flows from Operating Activities
	Net income				$	816		$	605
	Adjustments to reconcile net income to net cash provided by operating activities
		Depreciation				535			446
		Amortization				88			126
		Defined benefit plans - expense				84			71
		Deferred income taxes and investment tax credits				364			337
		Unrealized (gains) losses on derivatives, and other hedging activities				(209)			(165)
		Other				25			67
	Change in current assets and current liabilities
		Accounts receivable				21			(36)
		Accounts payable				(126)			(60)
		Unbilled revenues				72			194
		Prepayments				(97)			111
		Counterparty collateral				57			(258)
		Taxes				29			(63)
		Accrued interest				(87)			(9)
		Other				(71)			36
	Other operating activities
		Defined benefit plans - funding				(493)			(550)
		Other assets				(16)			(42)
		Other liabilities				(45)			4
			Net cash provided by operating activities			947			814
Cash Flows from Investing Activities
	Expenditures for property, plant and equipment					(1,309)			(1,003)
	Proceeds from the sale of certain non-core generation facilities								381
	Ironwood Acquisition, net of cash acquired					(84)
	Acquisition of WPD Midlands								(5,763)
	Purchases of nuclear plant decommissioning trust investments					(85)			(107)
	Proceeds from the sale of nuclear plant decommissioning trust investments					79			100
	Proceeds from the sale of other investments					21			163
	Net (increase) decrease in restricted cash and cash equivalents					54			(22)
	Other investing activities					(29)			(48)
			Net cash provided by (used in) investing activities			(1,353)			(6,299)
Cash Flows from Financing Activities
	Issuance of long-term debt					575			4,350
	Issuance of common stock					35			2,266
	Payment of common stock dividends					(413)			(340)
	Redemption of preference stock of a subsidiary					(250)
	Net increase (decrease) in short-term debt					311			(321)
	Other financing activities					(67)			(108)
			Net cash provided by (used in) financing activities			191			5,847
Effect of Exchange Rates on Cash and Cash Equivalents						(6)			(18)
Net Increase (Decrease) in Cash and Cash Equivalents						(221)			344
Cash and Cash Equivalents at Beginning of Period						1,202			925
Cash and Cash Equivalents at End of Period					$	981		$	1,269
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,
					2012			2011
Assets
Current Assets
	Cash and cash equivalents				$	981		$	1,202
	Short-term investments								16
	Restricted cash and cash equivalents					101			152
	Accounts receivable (less reserve:  2012, $64; 2011, $54)
		Customer				750			736
		Other				63			91
	Unbilled revenues					754			830
	Fuel, materials and supplies					719			654
	Prepayments					252			160
	Price risk management assets					2,483			2,548
	Regulatory assets					17			9
	Other current assets					31			28
	Total Current Assets					6,151			6,426
Investments
	Nuclear plant decommissioning trust funds					681			640
	Other investments					68			78
	Total Investments					749			718
Property, Plant and Equipment
	Regulated utility plant					23,584			22,994
	Less:  accumulated depreciation - regulated utility plant					3,813			3,534
		Regulated utility plant, net				19,771			19,460
	Non-regulated property, plant and equipment
		Generation				11,182			10,514
		Nuclear fuel				524			457
		Other				674			637
	Less:  accumulated depreciation - non-regulated property, plant and equipment					5,762			5,676
		Non-regulated property, plant and equipment, net				6,618			5,932
	Construction work in progress					1,880			1,874
	Property, Plant and Equipment, net (a)					28,269			27,266
Other Noncurrent Assets
	Regulatory assets					1,335			1,349
	Goodwill					4,036			4,114
	Other intangibles (a)					909			1,065
	Price risk management assets					1,112			920
	Other noncurrent assets					947			790
	Total Other Noncurrent Assets					8,339			8,238
Total Assets					$	43,508		$	42,648