The strong year-to-date increase in ongoing earnings was driven in part by a combined $69 million from our domestic utilities, driven by returns on additional transmission investments in Pennsylvania...

Also this morning, we announced a PPL Electric Utilities proposal to PJM, as part of the competitive solicitation process under FERC Order 1000. As currently proposed, the 500 kV transmission line would run about 725 miles from Western Pennsylvania into New York and New Jersey, and also south into Maryland. The project is in the preliminary planning stages. The new line would improve electric service reliability, enhance grid security and enable the development of new gas-fired power plants in the shale gas regions of Northern Pennsylvania. The proposal would create savings for millions of electric customers by delivering lower cost electricity into the region and reducing grid-congesting cost. According to preliminary estimates, the cost of the project, which is not yet included in our CapEx projections, would be between $4 billion and $6 billion. Because of the magnitude of this proposal, there is a good chance we may enter into partnerships to develop and build the project. The preliminary timeline envisions completion of the project by 2023 to 2025, assuming all necessary approvals are received and construction begins in 2017. Approvals are needed from various regulatory and regional planning entities. We'll keep you posted on any further developments.

Daniel L. Eggers - Crédit Suisse AG, Research Division
Bill, can you maybe get a little bit more into this transmission project today? I guess, kind of how the process works from announcing, looking at something to where we'll see action. What kind of dollars you have to spend upfront? And then, if you look at the challenges you guys had with Roseland and other folks have had in the past, trying to build these new Pennsylvania East type of transmission lines, how you guys think you're going to approach it to make it a higher chance of success?

William H. Spence - Chairman, Chief Executive Officer, President and Chairman of Executive Committee
Sure. So the processes itself is one that's not been well traveled in the past, as you know. It's a relatively new process. So we'll continue to work with all the stakeholders to make sure that we do everything in our power to make sure that we get this approved on a -- as timely a basis as we can. Maybe I'll ask Greg to take you through kind of what we understand to be some of the key milestones and processes we have to do to make this a reality, so, Greg?

Gregory N. Dudkin - Principal Executive Officer, President and Director
Yes, thanks. So first off is the filings. So PJM had a window that just closed recently. So this project, Project Compass, was filed as part of that window. As far as the approvals are concerned, so this project not only is part of PJM, but also goes into the New York ISO, still need approvals from both entities. Also we'll need state approvals, as well as utility commission approvals. So for me, what increases the probability of success is just the compelling nature of this project. When you think about what's happened in the industry over the past year, the polar vortex, substation security being a big issue, coal retirements being a big issue. This project really pulls all those issues together and provides significant benefits to the consumers in the region. So I think it's the compelling nature of the benefits of this project that will help the project move forward. We are putting together an outreach plan. In fact, I've started this morning to get people that will be involved in the project, up to speed and be looking to work with others to make sure that this is a success.

Daniel L. Eggers - Crédit Suisse AG, Research Division
Okay. So we should -- this will be, I guess, probably a little quiet from our perspective for -- in a period of time, while you get your ducks in a row. Is that kind of how we should think about it?

Gregory N. Dudkin - Principal Executive Officer, President and Director
Yes, I would say so. Because of all the entities we have to work with my sense is that we have a better idea about the timeline as far as approvals probably by the end of this year. But it should be fairly quiet from your perspective.

Daniel L. Eggers - Crédit Suisse AG, Research Division
And then the money you guys are putting into it now, is there a route for recovery if this is not successful or is this money you guys are burying on PPL for the time being?

Gregory N. Dudkin - Principal Executive Officer, President and Director
Yes, this is something that is not recoverable. So we'll -- if it doesn't go forward, then we'll just had to eat that.

Neel Mitra - Tudor, Pickering, Holt & Co. Securities, Inc., Research Division
Question on the transmission project. It looks like the map you provided, the starting points are really kind of where the new CCGTs, that are announced for PJM in '16 and '17, are being built. Is the -- is kind of the economic reason for the project that some of those gas plants that are going to be built right on top of the shales, they just don't have enough transmission capacity to get to where they need to, to provide reliability? Or is there another real economic benefit that I'm not seeing?

William H. Spence - Chairman, Chief Executive Officer, President and Chairman of Executive Committee
Well, there's a number of potential benefits, and I'll let Greg describe some of those. But that clearly could be one of them, but there are others as well.

Gregory N. Dudkin - Principal Executive Officer, President and Director
Got it. And so, I would say when we are -- when potential generators come to us, one of the issues is they need to obviously connect to our transmission. And in some cases, that can be very, very high cost. So part of the thinking on the economics is if we sited through the region, the cost to connect for those generators would be much less. So again with potential coal retirements, we think there's economic advantage for that on a going-forward basis. And we use pretty conservative assumptions around generation retirements. But beyond that, there are reliability benefits. Again, we talked about substation security. There are benefits that, actually, we didn't really factor in the economics. But I think there'll be a significant economic benefit there, reduced congestion. So all that, when you factor all those together, it is a significant positive economic benefit to the consumers.

Paul Patterson - Glenrock Associates LLC
A lot of my questions have been answered. But just -- and I know it's some way off in the future here, but when the transmission line is built, what do you expect it to do to the market? Is there any basis differential or any sort of impact you could sort of suggest, that sort of in the ballpark, that would happen as a result of these major projects.

William H. Spence - Chairman, Chief Executive Officer, President and Chairman of Executive Committee
Yes, as you can imagine, because it is so far out and there's so many moving pieces, coal retirements, how many new gas pipelines may be built to move shale gas away from the constrained areas, and so forth, that we really don't have a forecast that we could point you to suggest which way prices would move as a result of this transmission project.

Paul Patterson - Glenrock Associates LLC
Okay. And no part of the project is going to be really done before 2023, is that correct?

William H. Spence - Chairman, Chief Executive Officer, President and Chairman of Executive Committee
That's our target. So with it, the earliest would be 2023.

Rajeev Lalwani - Morgan Stanley, Research Division
My first question is on the transmission project that you announced. Can you provide some insight on any competing projects that PJM is also looking at?

William H. Spence - Chairman, Chief Executive Officer, President and Chairman of Executive Committee
At the moment, we're not aware of any competing projects. This is a very unique project, that I'm very proud of the team here that came up with the concept and the forward thinking to put something of this nature in front of PJM. So we're not aware of any competing projects. And the requests that PJM have had, have been smaller projects to basically address some relatively small reliability concerns. I think there 4 or 5 of them. And this project and I response to some of those, but it goes well beyond that. Again with something that we think is very unique and compelling from a stakeholder process -- perspective.

Angie Storozynski - Macquarie Research
Okay. And lastly on the transmission project, I know it's many years out, but just looking at how the Susquehanna-Roseland went and the 3-year delay to cross, what, a 3-mile stretch through the Delaware Water Gap even though there was an existing right of away. I mean, obviously, we don't see exactly how this proposed line goes, but should we expect similar issues with siting of the transmission line?

William H. Spence - Chairman, Chief Executive Officer, President and Chairman of Executive Committee
Greg, do want to take one?

Gregory N. Dudkin - Principal Executive Officer, President and Director
Sure. Thanks. So certainly, when you're talking about a 725 mile line, siting is going to be a big issue. So we will work with all the stakeholders. We've had success, actually Susquehanna-Roseland is a great example. So it took us a while, but we were building through a national park. And I think it had been very successful. I think the folks there appreciate the care we took of the park, and so I think our reputation is good in that area and that's why I think we'll be successful.

Angie Storozynski - Macquarie Research
So this proposed line doesn't go through any national parks or any environmental -- that shouldn't face any environmental issues?

Gregory N. Dudkin - Principal Executive Officer, President and Director
No national parks.

Whereas, the Association of Tennessee Valley Governments (ATVG) represents local governments within more than 200 Tennessee Valley River Region Counties which closely monitor issues associated with the
Tennessee Valley Authority (TVA); and

Whereas, TVA's mission focuses on providing low cost, reliable electricity, environmental stewardship and economic development to the people of the Tennessee Valley; and

Whereas, the TVA Act of 1933 mandates that TVA provide power to its customers at the lowest feasible cost; and

Whereas, TVA is currently evaluating a proposal to purchase a large amount of wind generated electrical power from the Oklahoma panhandle from Clean Line Energy Partners, LLC, and transport It 700 miles using a single high voltage direct current transmission line that will bypass the existing network of power
lines to Memphis, Tennessee; and

Whereas, such a partnership between Clean Line and TVA would likely transport wealth outside the Tennessee Valley to the detriment of the nine million residents of the Valley; and

Whereas, TVA has stated that electricity demand in the Tennessee Valley is not expected to return to 2007 levels until 2020; and

Whereas, the nation's power grid is a complex, interconnected network of generating plants,
transmission lines and distribution facilities; and

Whereas, bypassing the grid to purchase electricity from such a long distance away increases security threats by providing additional exposure for natural or malicious events due to the extreme distance between generation and point of use without needed network redundancy; and

Whereas, wind is an intermittent power source that lacks the dispatch capability of other resources and does not eliminate the need for base load or dispatchable power plants like other more dependable resources such as nuclear, natural gas, coal and hydropower; and

Whereas, the number of property parcels and property owners that may be negatively affected by eminent domain as a result of the construction of this proposed 700 mile transition line is unknown;

now, therefore

BE IT RESOLVED by the Association of Tennessee Valley Governments (ATVG), that we strongly encourage the Tennessee Regulatory Authority to exercise caution as it considers the application of Clean Line Energy Partners, LLC, for a certificate of public convenience and necessity to operate as a
public utility with powers of eminent domain within the State of Tennessee until it is proven that its proposal meets TVA's obligation to provide reliable power to its customers at the lowest feasible cost.

The project also would be a significant source of revenue for PPL Corp., PPL Electric Utilities' Allentown-based parent. Under Federal Energy Regulatory Commission rules designed to encourage infrastructure investment, utilities may earn a profit of 11.68 percent on transmission projects.
That translates into a profit of up to $700 million. PPL would share the money with any other utilities that participate in the project.
PPL customers, meanwhile, would see the cost, including utility profits, reflected in their rates — though the burden of paying for the project would be shared by ratepayers in all four of the states involved.

If approved, PPL predicts, the project will improve energy reliability and security and provide customer savings by eliminating transmission bottlenecks and encouraging development of lower-cost natural gas-fueled generation plants.
The new plants would help replace energy supplied today primarily by coal-fired plants that, under increasingly stringent federal air quality standards, are expected to be retired in coming years.

The TVA and other load serving entities have a strong and growing demand for cost-effective electricity from renewable resources.

There has and will continue to be a demand for affordable and reliable renewable energy in Tennessee, the larger TVA service footprint, and throughout the Mid-South and Southeast.

The Project will allow TVA and other utilities in the South to reliably and consistently access the country’s most cost-effective wind energy resources.

In particular TVA has been a leader in realizing the benefits of wind energy in the Southeast. In its most recent Integrated Resource Plan, TVA called for 2,500 MW of renewable energy purchases by 2020. Wind energy from economical locations such as the Oklahoma Panhandle can provide a consistent, long-term, low-cost energy supply to TVA and other load-serving utilities in the Mid-South and Southeast.

These wholesale buyers may include TVA as well as other utilities inside and outside of Tennessee that seek to purchase low-cost electricity generated in the Oklahoma Panhandle region.

The Petition states that the Company will provide wind power to TVA and other potential customers. Please identify all other potential customers that Plains and Eastern has had discussions with regarding the purchase of power and provide copies of any agreements reached with these customers.

On page 6 of David Berry's testimony, he provides a list of wind power purchase
agreements involving the TVA (purchaser). To your knowledge, discuss the TVA's process for choosing to enter into such projects, including whether the projects go through the RFP process.

Is TVA or other potential wholesale purchasers under any obligations (including any state or federal requirements) to purchase additional wind power to meet its renewable energy objectives? Provide supporting documentation. To your knowledge, is TVA currently meeting its renewable energy objectives? Will TVA be able to meet its renewable energy objectives absent approval of Plains and Eastern's petition?

Provide a copy of all Memorandums of Understanding with TVA.

Please explain and describe in detail any guarantees or assurances that Plains and Eastern can provide lower cost renewable energy to TVA than TVA currently purchases.

Please list all available state and federal tax credits that Plains and Eastern currently
receives related to projects in other states and federal credits that the Company anticipates receiving upon completion of the project proposed in this docket. Are these federal credits figured into the pricing model used by Plains and Eastern? If so, please explain in detail the impact on rates, as well as the Company's overall operations, that
would result if these federal credits were discontinued by the federal government.

On page 9 of Michael Skelly's direct testimony, he states, "The TVA and other load serving entities have a strong and growing demand for cost-effective electricity from renewable resources." Provide the source from TVA and other potential entities stating they have a growing demand for renewable resources.

On page 11 of Michael Skelly's direct testimony, he states, "The Project will allow TVA and other utilities in the South to reliably and consistently access the country's most cost effective wind energy resources." Please provide all underlying support and rationale
relied upon for the assertion that this project will allow access to "the country's most
cost-effective wind energy resources."

For clarification, please provide the estimated number of construction jobs that would be
created in Tennessee if the petition is  approved. Also provide the estimated duration of these temporary construction jobs.

For clarification, please provide the estimated number of permanent full-time jobs that
would be created in Tennessee upon  completion of the project.

Please describe any assurances and/or guarantees that Plains and Eastern will hire
Tennesseans for the temporary construction and permanent jobs detailed above.

Provide the latest update on the environmental impact statement being prepared by the DOE under NEPA. Also provide the latest update on all federal reviews/environmental studies being performed by the DOE.

Provide an update regarding Plains and Eastern's CCN application in Arkansas.

The eventual “partnership” with DOE through its agency Southwestern Power Administration (SWPA), which markets power in six south-central states, would be limited to use – if needed – SWPA’s eminent domain authority to obtain right-of-way in Arkansas.

SPRA has concerns in general about implementation of Section 1222, and specifically about the proposed Plains and Eastern project. Of specific concern is the protection of SPRA’s federal power customers from any and all liabilities arising from the planning, design, construction, operation, maintenance, and/or ownership of Section 1222 projects. Other concerns include the
demonstrated need for any proposed project and that such projects promote   interconnection of the grid in which they are located.

SWPA’s original authority to construct transmission facilities is limited by Section 5 of the Flood Control Act of 1944 to “only such … facilities as may be necessary in order to
make the energy and power generated at … [Corps] projects available” to its wholesale
customers. SPRA is concerned about extending SWPA’s authority to construct transmission facilities beyond this original mandate.

"The CPUC is committed to facilitating access to records requested under the California Public Records Act and always intended to meet the broad public records requests of the City of San Bruno," said CPUC interim General Counsel Karen V. Clopton in response to the allegations. "The delay in doing so was due to the breadth of the city's requests, the volume of records to be located and reviewed, and the limited availability of staff resources to conduct a comprehensive search and review. Under the settlement, the CPUC has produced records that it would have made publicly available regardless of the complaint."

"[The] disclosure (from more than 7,000 pages of documents received after San Bruno filed the Public Records Act lawsuit against the CPUC) demonstrates an ongoing, illicit and illegal relationship between the CPUC and PG&E," said San Bruno Mayor Jim Ruane in a statement. "Not only do these private communications violate the law, but they provide evidence of a relationship between the utility and the CPUC that is familiar, collegial and cozy."

The private emails over the past 36 months are alleged to expose more than 40 violations of the law against ex parte contact by Peevey and top CPUC staff in the San Bruno case.

In a statement, the City of San Bruno said: "We cannot have the same man who has proven to be biased presiding over the so-called 'penalties' that the CPUC will levy against PG&E. Nor should the citizens of our state be endangered by the CPUC's inability to ensure pipeline safety issues."

For example, the Susquehanna-Roseland project had environmental and other types of challenges, but PSE&G and its co-developer, PPL Electric Utilities Corporation, overcame the challenges to get the line sited and built. The
National Park Service spokesperson for  Delaware Water Gap National Recreation area recently stated: “They worked through one heck of a winter. They didn't miss too many days. ... If you have to have somebody building a power line in your backyard, these folks were great to work with.”

The same PSE&G team that brought Susquehanna-Roseland to a successful conclusion is committed to this project.

Except, shouldn't the investigation come before a guy's promoted?

How assertive will Acting Chair Cheryl LaFleur be as a lame duck? And will she remain for her five-year term after she has to relinquish the gavel?

With Commissioner John Norris openly musing about his post-FERC future, who will replace him and how soon?

How will Bay resolve the investigation into Powhatan Energy Fund, whose principals have been running a public relations campaign accusing FERC of heavy-handed enforcement tactics?

FERC commissioners, however, disregard the just and reasonable standard, routinely ignore evidence and act more as agents of utilities than fair-minded regulators.

Absent from the commission is anyone who represents the rights of consumers.

Lastly, this decision is risky as precedent for future RFPs that should encourage innovative, well-engineered proposals and rigorous competition. In a typical RFP, a problem in need of fixing is published and competitors are invited to submit proposed solutions. The customer (PJM in this case) evaluates the proposals, disqualifies the ones that don’t work, and makes a selection from the remaining qualified projects. But PJM’s RFP was more like a “call for ideas.” It appears that PJM took the proposals and then re-engineered a solution it liked best by mixing and matching pieces from different project proposals. The result is that PJM’s recommended 7K Project looks almost nothing like the original 7K proposal submitted by PSE&G. Unfortunately, if this RFP sets the pattern for the future, PJM will discourage participants from spending time, money and engineering resources to develop innovative, well-engineered RFP responses. And ratepayers will lose when the robust, competitive process PJM hoped for fails to develop.

For PJM it is risky because significant permitting hurdles mean that the project
has a high likelihood of being rejected at the state and/or federal levels and a
needed reliability solution will be substantially delayed because PJM has proceeded down a dead end. As discussed below, the New Jersey Board of Public Utilities (NJBPU) has submitted comments warning about the permitting risks of all of the preferred options, including the 7K Project, and pointing out that none of the preferred options took advantage of the opportunity to get a preliminary determination of permitting feasibility. The NJBPU warns that the protests, delays, and costs well above initial estimates for mitigation during construction that plagued the Susquehanna-Roseland project also may affect PJM’s recommended solution “especially given that a viable alternative exists.”