<PAGE>

                                 United States
                      Securities and Exchange Commission
                             Washington, DC 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  SEPTEMBER 30, 1999
                                   --------------------

                      OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
    For the transition period from                    to
                                   ------------------    ---------------

<TABLE>
<CAPTION>
Commission File    Registrant; State of Incorporation;   IRS Employer
    Number         Address; and Telephone No.            Identification No.
    ------         --------------------------            ------------------
<S>                <C>                                   <C>

  1-11459          PP&L Resources, Inc.                  23-2758192
                   (Pennsylvania)
                   Two North Ninth Street
                   Allentown, PA  18101
                   (610) 774-5151

   1-905           PP&L, Inc.                            23-0959590
                   (Pennsylvania)
                   Two North Ninth Street
                   Allentown, PA  18101
                   (610) 774-5151
</TABLE>

Indicate by check mark whether the registrant (1) has 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 registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

PP&L Resources, Inc.  Yes     X           No
                         -----------        -----------


PP&L, Inc.            Yes     X           No
                         -----------        -----------

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

PP&L Resources, Inc.                 Common stock, $.01 par value,
                                     143,694,305 shares outstanding at
                                     October 31, 1999, excluding
                                     30,995,957 shares held as treasury
                                     stock

PP&L, Inc.                           Common stock, no par value, 102,230,382
                                     shares outstanding and
                                     all held by PP&L Resources, Inc. at
                                     October 31, 1999, excluding
                                     55,070,000 shares held as
                                     treasury stock
<PAGE>

                             PP&L RESOURCES, INC.
                                      AND
                                  PP&L, INC.
                                  ----------



                                   FORM 10-Q
                   FOR THE QUARTER ENDED SEPTEMBER 30, 1999

                                     INDEX
                                     -----

<TABLE>
<CAPTION>
PART I.   FINANCIAL INFORMATION                                         Page
<S>      <C>                                                            <C>
Item 1.   Financial Statements

           PP&L Resources, Inc.
             Consolidated Statement of Income                            2
             Consolidated Statement of Cash Flows                        3
             Consolidated Balance Sheet                                  4
             Consolidated Statement of Shareowners' Common Equity        6

           PP&L, Inc.
             Consolidated Statement of Income                            8
             Consolidated Statement of Cash Flows                        9
             Consolidated Balance Sheet                                 10
             Consolidated Statement of Shareowner's Common Equity       12

           Notes to Consolidated Financial Statements
             PP&L Resources, Inc. and PP&L, Inc.                        13

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations
             PP&L Resources, Inc. and PP&L, Inc.                        28

Item 3.   Quantitative and Qualitative Disclosures
          About Market Risk                                             43

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings                                             44

Item 6.   Exhibits and Reports on Form 8-K                              44

GLOSSARY OF TERMS AND ABBREVIATIONS                                     45

SIGNATURES                                                              47

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES                       48
</TABLE>
<PAGE>

PP&L RESOURCES, INC. AND SUBSIDIARIES
-------------------------------------
Part 1. FINANCIAL INFORMATION
-----------------------------
Item 1. Financial Statements
----------------------------

     In the opinion of PP&L Resources, the unaudited financial statements
included herein reflect all adjustments necessary to present fairly the
Consolidated Balance Sheet as of September 30, 1999 and December 31, 1998, and
the Consolidated Statement of Income, Consolidated Statement of Cash Flows, and
the Consolidated Statement of Shareowners' Common Equity for the periods ended
September 30, 1999 and 1998. The financial condition and results of operations
of PP&L and PP&L Global are currently the principal factors affecting PP&L
Resources' financial condition and results of operations.

CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(Millions of Dollars, except per share data)
<TABLE>
<CAPTION>
                                                                                 Three Months                  Nine Months
                                                                                     Ended                        Ended
                                                                                  September 30,                September 30,
                                                                           --------------------------    ------------------------
                                                                                1999          1998           1999          1998
                                                                           ---------------  ---------    --------------  --------
<S>                                                                        <C>                <C>        <C>               <C>
Operating Revenues
  Electric...........................................................              $  811     $  647            $2,062     $1,822
  Gas and propane....................................................                  13          6                81          6
  Wholesale energy marketing and trading.............................                 497        483             1,131        987
  Energy related businesses..........................................                  65         30               183         69
                                                                         -----------------  ---------    --------------  --------
  Total..............................................................               1,386      1,166             3,457      2,884
                                                                         -----------------  ---------    --------------  --------
Operating Expenses
  Operation
    Electric fuel....................................................                 131        150               351        385
    Natural gas and propane..........................................                   3          2                36          2
    Energy purchases.................................................                 557        415             1,163        846
    Other............................................................                 210        168               512        418
    Amortization of recoverable transition costs.....................                  27                          113
  Maintenance........................................................                  53         39               150        130
  Depreciation and amortization......................................                  73         71               193        266
  Taxes, other than income...........................................                  40         34               135        136
  Energy related businesses..........................................                  54         25               139         54
                                                                         -----------------  ---------    --------------  --------
  Total..............................................................               1,148        904             2,792      2,237
                                                                         -----------------  ---------    --------------  --------
Operating Income.....................................................                 238        262               665        647
                                                                         -----------------  ---------    --------------  --------
Other Income.........................................................                             16                 7         26
                                                                         -----------------  ---------    --------------  --------
Income Before Interest, Income Taxes and Minority
Interest.............................................................                 238        278               672        673
Interest Expense.....................................................                  80         58               203        164
                                                                         -----------------  ---------    --------------  --------
Income Before Income Taxes, Minority Interest and
  Extraordinary Items................................................                 158        220               469        509
Income Taxes.........................................................                 (22)        78                92        200
Minority Interest....................................................                  13                           13
                                                                         -----------------  ---------    --------------  --------
Income Before Extraordinary Items....................................                 167        142               364        309
Extraordinary Items (net of income taxes)
  (Note 5)...........................................................                 (59)                         (59)      (948)
                                                                         -----------------  ---------    --------------  --------
Income(Loss) Before Dividends on Preferred Stock.....................                 108        142               305       (639)
Preferred Stock Dividend Requirements................................                   6          6                19         19
                                                                         -----------------  ---------    --------------  --------
Net Income(Loss).....................................................              $  102     $  136            $  286      ($658)
                                                                         =================  =========    ==============  ========
Earnings Per Share of Common Stock
  Basic and Diluted (Note 3):
    Income Before Extraordinary Items................................               $1.07      $0.81             $2.22      $1.74
    Extraordinary Items (net of tax).................................               (0.39)                       (0.37)     (5.68)
                                                                         -----------------  ---------    --------------  --------
Net Income(Loss).....................................................               $0.68      $0.81             $1.85     $(3.94)
                                                                         =================  =========    ==============  ========
Dividends Declared per Share of Common Stock.........................               $0.25      $0.25             $0.75     $1.085
</TABLE>

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

                                       2
<PAGE>

PP&L RESOURCES, INC. AND SUBSIDIARIES
-------------------------------------
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Millions of Dollars)

<TABLE>
<CAPTION>
                                                                               Nine Months
                                                                            Ended September 30,
                                                                     ------------------------------
                                                                         1999              1998
                                                                     ------------      ------------
<S>                                                                  <C>               <C>
Net Cash Provided by Operating Activities..........................      $   530           $ 435

Cash Flows From Investing Activities
 Expenditures for property, plant and equipment....................         (291)           (204)
 Investment in electric energy projects............................         (189)           (279)
 Sale of nuclear fuel to trust.....................................           14              16
 Purchases of available-for-sale securities........................                          (14)
 Sales and maturities of available-for-sale securities.............                           16
 Funding of security account for debt issuance.....................          (12)
 Other investing activities - net..................................            8             (15)
                                                                     ------------      ------------
       Net cash used in investing activities.......................         (470)           (480)
                                                                     ------------      ------------

Cash Flows From Financing Activities
 Issuance of long-term debt........................................        2,420             320
 Issuance of common stock..........................................            8              48
 Retirement of long-term debt......................................       (1,469)           (268)
 Purchase of treasury stock........................................         (417)           (419)
 Payment of common and preferred dividends.........................         (137)           (228)
 Net increase (decrease) in short-term debt........................         (200)            629
 Payments on capital lease obligations.............................          (42)            (42)
 Other financing activities - net..................................          (78)             (2)
                                                                     ------------      ------------
       Net cash provided by financing activities...................           85              38
                                                                     ------------      ------------

Net Increase (Decrease) In Cash and Cash Equivalents...............          145              (7)
Cash and Cash Equivalents at Beginning of Period...................          195              50
                                                                     ------------      ------------
Cash and Cash Equivalents at End of Period.........................      $   340           $  43
                                                                     ============      ============

Supplemental Disclosures of Cash Flow Information
 Cash paid during the period for:
  Interest (net of amount capitalized).............................      $   179           $ 169
  Income taxes.....................................................      $   141           $ 185
</TABLE>


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

                                       3
<PAGE>

PP&L RESOURCES,INC. AND SUBSIDIARIES
------------------------------------
CONSOLIDATED BALANCE SHEET
(Millions of Dollars)

<TABLE>
<CAPTION>
                                                                                    September 30,           December 31,
                                                                                        1999                    1998
                                                                                     (Unaudited)             (Audited)
                                                                                ------------------    ---------------------
<S>                                                                               <C>                   <C>
                                         ASSETS
Property, Plant and Equipment
Electric utility plant in service - net
     Transmission and distribution...........................................              $ 2,463                   $2,179
     Generation..............................................................                1,691                    1,601
     General and intangible..................................................                  247                      223
                                                                                ------------------    ---------------------
                                                                                             4,401                    4,003

   Construction work in progress - at cost...................................                  123                      117
   Nuclear fuel owned and leased - net.......................................                  129                      162
                                                                                ------------------    ---------------------
     Electric utility plant - net............................................                4,653                    4,282
   Gas and oil utility plant - net...........................................                  170                      175
   Other property - net......................................................                   58                       23
                                                                                ------------------    ---------------------
                                                                                             4,881                    4,480
                                                                                ------------------    ---------------------

Investments
   Investment in unconsolidated affiliates - at equity.......................                  524                      688
   Nuclear plant decommissioning trust fund..................................                  227                      206
   Other.....................................................................                   24                       12
                                                                                ------------------    ---------------------
                                                                                               775                      906
                                                                                ------------------    ---------------------
Current Assets
   Cash and cash equivalents.................................................                  340                      195
   Accounts receivable (less reserve:  1999, $21; 1998, $17)
     Utility customers.......................................................                  199                      173
     Other...................................................................                  252                      125
   Unbilled revenues
     Utility customers.......................................................                  140                      106
     Other...................................................................                  156                       64
   Fuel, materials and supplies - at average cost............................                  206                      207
   Prepayments...............................................................                   67                       15
   Unrealized mark-to-market energy trading gains............................                   22                        2
   Other.....................................................................                   97                       61
                                                                                ------------------    ---------------------
                                                                                             1,479                      948
                                                                                ------------------    ---------------------

Regulatory Assets and Other Noncurrent Assets
   Recoverable transition costs..............................................                2,706                    2,819
   Other.....................................................................                  768                      454
                                                                                ------------------    ---------------------
                                                                                             3,474                    3,273
                                                                                ------------------    ---------------------
                                                                                           $10,609                   $9,607
                                                                                ==================    =====================
</TABLE>

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

                                       4
<PAGE>

PP&L RESOURCES, INC. AND SUBSIDIARIES
-------------------------------------
CONSOLIDATED BALANCE SHEET
(Millions of Dollars)

<TABLE>
<CAPTION>
                                                                                    September 30,            December 31,
                                                                                        1999                    1998
                                                                                     (Unaudited)              (Audited)
                                                                                   --------------           -------------
<S>                                                                                <C>                      <C>
                                    LIABILITIES
Capitalization
  Common equity
    Common stock............................................................            $     2                $    2
    Capital in excess of par value..........................................              1,860                 1,866
    Treasury stock..........................................................               (836)                 (419)
    Earnings reinvested.....................................................                543                   372
    Accumulated other comprehensive income..................................                (47)                   (4)
    Capital stock expense and other.........................................                (12)                  (27)
                                                                                   --------------           -------------
                                                                                          1,510                 1,790
  Preferred stock
    With sinking fund requirements..........................................                 47                    47
    Without sinking fund requirements.......................................                 50                    50
  Company-obligated mandatorily redeemable preferred
    securities of subsidiary trusts holding solely
    company debentures......................................................                250                   250
  Minority interest.........................................................                 85
  Long-term debt............................................................              3,650                 2,983
                                                                                   --------------           -------------
                                                                                          5,592                 5,120
                                                                                   --------------           -------------

Current Liabilities
  Short-term debt...........................................................                436                   636
  Long-term debt due within one year........................................                481                     1
  Capital lease obligations due within one year.............................                 59                    59
  Above market NUG purchases due within one year............................                100                   105
  Accounts payable..........................................................                438                   197
  Taxes and interest accrued................................................                123                    95
  Dividends payable.........................................................                 43                    46
  Unrealized mark-to-market energy trading losses...........................                 23                     9
  Other.....................................................................                197                   128
                                                                                   --------------           -------------
                                                                                          1,900                 1,276
                                                                                   --------------           -------------
Deferred Credits and Other Noncurrent Liabilities
  Deferred income taxes and investment tax credits..........................              1,514                 1,574
  Above market NUG purchases................................................                699                   775
  Capital lease obligations.................................................                 83                   109
  Other.....................................................................                821                   753
                                                                                   --------------           -------------
                                                                                          3,117                 3,211
                                                                                   --------------           -------------

Commitments and Contingent Liabilities (Note 10)............................
                                                                                   --------------           -------------
                                                                                        $10,609                $9,607
                                                                                   ==============           =============
</TABLE>

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

                                       5
<PAGE>

PP&L RESOURCES, INC. AND SUBSIDIARIES
-------------------------------------
CONSOLIDATED STATEMENT OF SHAREOWNERS' COMMON EQUITY
(Unaudited)
(Millions of Dollars)

<TABLE>
<CAPTION>
                                                                                        Accumulated   Capital
                                                     Capital                              Other        Stock
                                          Common    in Excess  Treasury   Earnings    Comprehensive   Expense
                                           Stock      of Par     Stock   Reinvested      Income      and Other   Total
                                          ------  -----------  --------  -----------  -------------  ---------  --------
<S>                                       <C>     <C>          <C>       <C>          <C>            <C>        <C>
For the Three Months Ended September 30,
----------------------------------------
1999
Beginning Balance....................         $2       $1,874    ($419)    $  477         ($20)        ($28)     $1,886
Comprehensive income
  Net income.........................                                         102
  Other comprehensive income:
    Foreign currency translation
      adjustment, net of taxes of $1.                                                      (27)
  Total comprehensive income.........                                                                                75
Issuance of common stock.............
Purchase of treasury stock...........                             (417)                                            (417)
Common dividends declared............                                         (37)                                  (37)
Other................................                     (14)                  1                         16          3
                                          ------  -----------  --------  -----------  -------------  ---------  -------
Ending Balance.......................         $2       $1,860    ($836)    $  543         ($47)        ($12)     $1,510
                                          ======  ===========  ========  ===========  =============  =========  =======
1998
Beginning Balance....................         $2       $1,702   $    0     $  231          ($1)        ($27)     $1,907
Comprehensive income
  Net income.........................                                         136
  Other comprehensive income:
    Foreign currency translation
      adjustment, net of tax credits
      of $2..........................                                                         6
    Unrealized gain on
      available-for-sale securities..                                                         1
  Total comprehensive income.........                                                                               143
Issuance of common stock.............                     150                                                       150
Purchase of treasury stock...........                             (419)                                            (419)
Common dividends declared............                                         (43)                                  (43)
Other................................                                          (1)                                   (1)
                                          ------  -----------  --------  -----------  -------------  ---------  -------
Ending Balance.......................         $2       $1,852    ($419)    $  323            $6        ($27)     $1,737
                                          ======  ===========  ========  ===========  =============  =========  =======

For the Nine Months Ended September 30,
---------------------------------------
1999
Beginning Balance....................         $2       $1,866    ($419)    $  372          ($4)        ($27)     $1,790
Comprehensive income
  Net income.........................                                         286
  Other comprehensive income:
    Foreign currency translation
      adjustment, net of tax credits
      of $2..........................                                                      (43)
  Total comprehensive income.........                                                                               243
Issuance of common stock.............                       8                                                         8
Purchase of treasury stock...........                             (417)                                            (417)
Common dividends declared............                                        (115)                                 (115)
Other................................                     (14)                                           15           1
                                          ------  -----------  --------  -----------  -------------  ---------  -------
Ending Balance.......................         $2       $1,860    ($836)    $  543         ($47)        ($12)     $1,510
                                          ======  ===========  ========  ===========  =============  =========  =======
1998
Beginning Balance....................         $2       $1,669       $0     $1,164         $  0         ($26)     $2,809
Comprehensive income
  Net loss...........................                                        (658)
    Other comprehensive income:
      Foreign currency translation
        adjustment, net of tax
        credits of $3................                                                        5
      Unrealized gain on available-
        for-sale securities..........                                                        1
    Total comprehensive income.......                                                                              (652)
Issuance of common stock.............                     183                                                       183
Purchase of treasury stock...........                             (419)                                            (419)
Common dividends declared............                                        (183)                                 (183)
Other................................                                                                    (1)         (1)
                                          ------  -----------  --------  -----------  -------------  ---------  -------
Ending Balance.......................         $2       $1,852    ($419)    $  323           $6         ($27)     $1,737
                                          ======  ===========  ========  ===========  =============  =========  =======
</TABLE>

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

                                       6
<PAGE>











                     (THIS PAGE LEFT BLANK INTENTIONALLY.)












                                       7
<PAGE>

PP&L, INC. AND SUBSIDIARIES
-------------- ------------

     In the opinion of PP&L, the unaudited financial statements included herein
reflect all adjustments necessary to present fairly the Consolidated Balance
Sheet as of September 30, 1999 and December 31, 1998, and the Consolidated
Statement of Income, Consolidated Statement of Cash Flows, and the Consolidated
Statement of Shareowner's Common Equity for the periods ended September 30, 1999
and 1998. All nonutility operating transactions are included in "Other Income"
in PP&L's Consolidated Statement of Income.

CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(Millions of Dollars)

<TABLE>
<CAPTION>
                                                                                  Three Months                  Nine Months
                                                                               Ended September 30,          Ended September 30,
                                                                             ----------------------       ----------------------
                                                                                1999         1998            1999         1998
                                                                             ----------    --------       ----------    --------
<S>                                                                          <C>           <C>            <C>           <C>
Operating Revenues
  Electric...........................................................            $  635     $  647            $1,886     $1,822
  Wholesale energy marketing and trading.............................               489        483             1,122        987
  Energy related businesses..........................................                 4          1                11          2
                                                                             ----------    --------       ----------    --------
  Total..............................................................             1,128      1,131             3,019      2,811
                                                                             ----------    --------       ----------    --------
Operating Expenses
  Operation
    Electric fuel....................................................               131        150               351        385
    Energy purchases.................................................               449        415             1,053        846
    Other............................................................               184        164               470        415
    Amortization of recoverable transition costs                                     27                          113
  Maintenance........................................................                45         39               140        130
  Depreciation and amortization......................................                59         70               176        265
  Taxes, other than income...........................................                39         33               130        135
  Energy related businesses..........................................                 4          1                10          2
                                                                             ----------    --------       ----------    --------
  Total..............................................................               938        872             2,443      2,178
                                                                             ----------    --------       ----------    --------
Operating Income.....................................................               190        259               576        633
Other Income.........................................................                 7         11                29         32
                                                                             ----------    --------       ----------    --------
Income Before Interest and Income Taxes..............................               197        270               605        665
Interest Expense.....................................................                59         49               155        147
                                                                             ----------    --------       ----------    --------
Income Before Income Taxes and Extraordinary Items...................               138        221               450        518
Income Taxes.........................................................               (28)        84                91        208
                                                                             ----------    --------       ----------    --------
Income Before Extraordinary Items....................................               166        137               359        310
Extraordinary Items (net of income taxes) (Note 5)...................               (59)                         (59)      (948)
                                                                             ----------    --------       ----------    --------
Net Income(Loss) Before Dividends on Preferred Stock.................               107        137               300       (638)
Dividends on Preferred Stock.........................................                 6         12                30         36
                                                                             ----------    --------       ----------    --------
Earnings Available to PP&L Resources, Inc............................            $  101     $  125            $  270     $ (674)
                                                                             ==========    ========       ==========    ========
</TABLE>

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

                                       8
<PAGE>

PP&L, INC. AND SUBSIDIARIES
---------------------------
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Millions of Dollars)

<TABLE>
<CAPTION>
                                                                                                       Nine Months
                                                                                                     Ended September 30,
                                                                                             ------------------------------------
                                                                                                   1999                 1998
                                                                                             ----------------     ---------------
<S>                                                                                          <C>                  <C>
Net Cash Provided by Operating Activities...............................................             $   459                $ 483

Cash Flows From Investing Activities
  Expenditures for property, plant and equipment........................................                (201)                (202)
  Loan to parent........................................................................                 136
  Sale of nuclear fuel to trust.........................................................                  14                   16
  Purchases of available-for-sale securities............................................                                      (14)
  Sales and maturities of available-for-sale securities.................................                                       15
  Funding of security account for debt issuance.........................................                 (12)
  Other investing activities - net......................................................                   2                    6
                                                                                             ----------------     ---------------
        Net cash used in investing activities...........................................                 (61)                (179)
                                                                                             ----------------     ---------------

Cash Flows From Financing Activities
  Issuance of long-term debt............................................................               2,420                  200
  Retirement of long-term debt..........................................................              (1,467)                (266)
  Purchase of treasury stock............................................................                (632)
  Retirement of preferred stock.........................................................                (369)
  Payment of common and preferred dividends.............................................                (188)                (245)
  Net increase in short-term debt.......................................................                 130                   69
  Payments on capital lease obligations.................................................                 (42)                 (42)
  Other financing activities - net......................................................                 (89)                  (1)
                                                                                             ----------------     ---------------
        Net cash used in financing activities...........................................                (237)                (285)
                                                                                             ----------------     ---------------

Net Increase in Cash and Cash Equivalents...............................................                 161                   19
Cash and Cash Equivalents at Beginning of Period........................................                  31                   15
                                                                                             ----------------     ---------------
Cash and Cash Equivalents at End of Period..............................................             $   192                $  34
                                                                                             ================     ===============

Supplemental Disclosures of Cash Flow Information
  Cash paid during the period for:
    Interest (net of amount capitalized)................................................             $   130                $ 152
    Income taxes........................................................................             $   143                $ 189
</TABLE>

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

                                       9
<PAGE>

PP&L, INC. AND SUBSIDIARIES
---------------------------
CONSOLIDATED BALANCE SHEET
(Millions of Dollars)

<TABLE>
<CAPTION>
                                                                                           September 30,     December 31,
                                                                                               1999             1998
                                                                                           (Unaudited)        (Audited)
                                                                                          --------------    -------------
<S>                                                                                       <C>               <C>
ASSETS
Property, Plant and Equipment
  Electric utility plant in service - net
    Transmission and distribution.....................................................           $2,185           $2,179
    Generation........................................................................            1,643            1,601
    General and intangible............................................................              217              223
                                                                                          --------------    -------------
                                                                                                  4,045            4,003

  Construction work in progress - at cost.............................................              106              117
  Nuclear fuel owned and leased - net.................................................              129              162
                                                                                          --------------    -------------
    Electric utility plant - net......................................................            4,280            4,282
  Gas and oil utility plant - net.....................................................               26               28
  Other property - net................................................................               21               21
                                                                                          --------------    -------------
                                                                                                  4,327            4,331
                                                                                          --------------    -------------

Investments
  Loan to parent......................................................................              293              429
  Nuclear plant decommissioning trust fund............................................              227              206
  Investment in unconsolidated affiliate - at equity..................................               17               17
  Other...............................................................................               24               13
                                                                                          --------------    -------------
                                                                                                    561              665
                                                                                          --------------    -------------
Current Assets
  Cash and cash equivalents...........................................................              192               31
  Accounts receivable (less reserve:  1999, $20; 1998, $16)
    Utility customers.................................................................              161              163
    Other.............................................................................              120               67
  Unbilled revenues
    Utility customers.................................................................              122              104
    Other.............................................................................              151               59
  Fuel, material and supplies - at average cost.......................................              186              196
  Prepayments.........................................................................               60               14
  Unrealized mark-to-market energy trading gains......................................               22                2
  Other...............................................................................               86               58
                                                                                          --------------    -------------
                                                                                                  1,100              694
                                                                                          --------------    -------------
Regulatory Assets and Other Noncurrent Assets
  Recoverable transition costs........................................................            2,706            2,819
  Other...............................................................................              334              329
                                                                                          --------------    -------------
                                                                                                  3,040            3,148
                                                                                          --------------    -------------
                                                                                                 $9,028           $8,838
                                                                                          ==============    =============
</TABLE>

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

                                       10
<PAGE>

PP&L, INC. AND SUBSIDIARIES
---------------------------
CONSOLIDATED BALANCE SHEET
(Millions of Dollars)

<TABLE>
<CAPTION>
                                                                                         September 30,           December 31,
                                                                                             1999                    1998
                                                                                          (Unaudited)              (Audited)
                                                                                       ----------------       ------------------
<S>                                                                                    <C>                    <C>
                                        LIABILITIES
Capitalization
  Common equity
    Common stock.................................................................                $1,476                   $1,476
    Additional paid-in capital...................................................                    55                       70
    Treasury stock...............................................................                  (632)
    Earnings reinvested..........................................................                   327                      210
    Accumulated other comprehensive income.......................................                    (6)                      (6)
    Capital stock expense and other..............................................                   (16)                     (20)
                                                                                       ----------------       ------------------
                                                                                                  1,204                    1,730
  Preferred stock
    With sinking fund requirements...............................................                    47                      295
    Without sinking fund requirements............................................                    50                      171
  Company-obligated mandatorily redeemable preferred securities of
    subsidiary trusts holding solely company debentures..........................                   250                      250
  Long-term debt.................................................................                 3,205                    2,569
                                                                                       ----------------       ------------------
                                                                                                  4,756                    5,015
                                                                                       ----------------       ------------------

Current Liabilities
  Short-term debt................................................................                   221                       91
  Long-term debt due within one year.............................................                   329
  Capital lease obligations due within one year..................................                    59                       59
  Above market NUG purchases due within one year.................................                   100                      105
  Accounts payable...............................................................                   232                      178
  Taxes and interest accrued.....................................................                   116                       86
  Dividends payable..............................................................                     6                       12
  Unrealized mark-to-market energy trading losses................................                    23                        9
  Other..........................................................................                   173                      114
                                                                                       ----------------       ------------------
                                                                                                  1,259                      654
                                                                                       ----------------       ------------------

Deferred Credits and Other Noncurrent Liabilities
  Deferred income taxes and investment tax credits...............................                 1,472                    1,561
  Above market NUG purchases.....................................................                   699                      775
  Capital lease obligations......................................................                    83                      109
  Other..........................................................................                   759                      724
                                                                                       ----------------       ------------------
                                                                                                  3,013                    3,169
                                                                                       ----------------       ------------------
Commitments and Contingent Liabilities (Note 10).................................
                                                                                       ----------------       ------------------
                                                                                                 $9,028                   $8,838
                                                                                       ================       ==================
</TABLE>

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

                                       11
<PAGE>

PP&L, INC. AND SUBSIDIARIES
---------------------------
CONSOLIDATED STATEMENT OF SHAREOWNER'S COMMON EQUITY
(Unaudited)
(Millions of Dollars)

<TABLE>
<CAPTION>
                                                                                                  Accumulated     Capital
                                                            Capital in                               Other         Stock
                                                   Common    Excess of   Treasury    Earnings    Comprehensive    Expense
                                                    Stock       Par        Stock    Reinvested      Income       and Other    Total
                                                  --------  -----------  ---------  -----------  --------------  ----------  -------
<S>                                                 <C>      <C>          <C>        <C>          <C>             <C>         <C>
For the Three Months Ended September 30,
----------------------------------------
1999
Beginning Balance..............................    $1,476         $ 70     $    0       $  262             ($6)       ($20)  $1,782
Comprehensive income
  Net income...................................                                            101
  Other comprehensive income:
  Total comprehensive income...................                                                                                 101
Issuance of common stock.......................
Purchase of treasury stock.....................                              (632)                                             (632)
Common dividends declared......................                                            (36)                                 (36)
Other..........................................                    (15)                                                  4      (11)
                                                  --------  -----------  ---------  -----------  --------------  ----------  -------
Ending Balance.................................    $1,476         $ 55      ($632)      $  327             ($6)       ($16)  $1,204
                                                  ========  ===========  =========  ===========  ==============  ==========  =======
1998
Beginning Balance..............................    $1,476         $ 64     $    0       $  153            $  0        ($20)  $1,673
Comprehensive income
  Net loss.....................................                                            125
  Other comprehensive income:
  Total comprehensive income...................                                                                                 125
Issuance of common stock.......................
Common dividends declared......................                                            (47)                                 (47)
Other..........................................
                                                  --------  -----------  ---------  -----------  --------------  ----------  -------
Ending Balance.................................    $1,476         $ 64     $    0       $  231            $  0        ($20)  $1,751
                                                  ========  ===========  =========  ===========  ==============  ==========  =======
For the Nine Months Ended September 30,
---------------------------------------
1999
Beginning Balance..............................    $1,476         $ 70     $    0       $  210             ($6)       ($20)  $1,730
Comprehensive income
  Net income...................................                                            270
  Other comprehensive income:
  Total comprehensive income...................                                                                                 270
Issuance of common stock.......................
Purchase of treasury stock.....................                              (632)                                             (632)
Common dividends declared......................                                           (153)                                (153)
Other..........................................                    (15)                                                  4      (11)
                                                  --------  -----------  ---------  -----------  --------------  ----------  -------
Ending Balance.................................    $1,476         $ 55      ($632)      $  327             ($6)       ($16)  $1,204
                                                  ========  ===========  =========  ===========  ==============  ==========  =======
1998
Beginning Balance..............................    $1,476         $ 64     $    0       $1,092            $  0        ($20)  $2,612
Comprehensive income
  Net loss.....................................                                           (674)
  Other comprehensive income
  Total comprehensive income...................                                                                                (674)
Issuance of common stock.......................
Common dividends declared......................                                           (187)                                (187)

Other..........................................
                                                  --------  -----------  ---------  -----------  --------------  ----------  -------
Ending Balance.................................    $1,476         $ 64     $    0       $  231            $  0        ($20)  $1,751
                                                  ========  ===========  =========  ===========  ==============  ==========  =======
</TABLE>

The accompanying Notes to Consolidated Financial Statements are an integral part
of the financial statement.

                                       12
<PAGE>

                      PP&L Resources, Inc. and PP&L, Inc.
                  Notes to Consolidated Financial Statements
                  ------------------------------------------


    Terms and abbreviations appearing in Notes to Consolidated Financial
Statements are explained in the glossary.

1.  Interim Financial Statements

    Certain information in footnote disclosures, normally included in financial
statements prepared in accordance with generally accepted accounting principles,
has been condensed or omitted in this Form 10-Q pursuant to the rules and
regulations of the SEC.  These financial statements should be read in
conjunction with the financial statements and notes included in PP&L Resources'
and PP&L's Annual Reports to the SEC on Form 10-K for the year ended December
31, 1998.

    Certain amounts in the September 30, 1998 and December 31, 1998 financial
statements have been reclassified to conform to the presentation in the
September 30, 1999 financial statements.

2.  Summary of Significant Accounting Policies

    Reference is made to the "Summary of Significant Accounting Policies" in
PP&L Resources' and PP&L's Form 10-K for the year ended December 31, 1998. The
following are updates to the accounting policies described in the 10-K.

Business and Consolidation

    PP&L Global consolidates the financial statements of its affiliates when it
has majority ownership and control, in accordance with SFAS 94, "Consolidation
of All Majority-Owned Subsidiaries."  The minority parties' share of operating
results and equity ownership are reflected as "Minority Interest" in the PP&L
Resources Consolidated Statement of Income and Consolidated Balance Sheet,
respectively.

    When PP&L Global increases its ownership interest in an affiliate through a
series of acquisitions and subsequently achieves control, it ceases the equity
method of accounting.  In accordance with Accounting Research Bulletin 51,
"Consolidated Financial Statements," PP&L Global consolidates the affiliate's
results as though it were acquired at the beginning of the fiscal year.  The
portion of affiliate earnings owned by outside shareowners prior to PP&L Global
majority ownership is included in "Minority Interest" on the Consolidated
Statement of Income.

    The consolidated financial statements of PP&L Resources and PP&L include the
accounts of PP&L Transition Bond Company. PP&L Transition Bond Company, a
special purpose Delaware limited liability company, was formed for the purpose
of purchasing and owning ITP, and pledging its interest in

                                       13
<PAGE>

ITP to a trustee to collateralize transition bonds. The assets of PP&L
Transition Bond Company, including the ITP, are not available to creditors of
PP&L Resources or PP&L. The transition bonds are obligations of PP&L Transition
Bond Company, and are non-recourse to PP&L Resources and PP&L.

Recoverable Transition Costs

    Based on the PUC Final Order, PP&L began amortizing its competitive
transition (or stranded) costs over an eleven-year transition period on January
1, 1999.  Reference is made to Note 3 to the Financial Statements in PP&L
Resources' and PP&L's Form 10-K for the year ended December 31, 1998 for the
"Annual Stranded Cost Amortization and Return Schedule."  This schedule is
subject to revision for actual CTC collections.

    Competitive transition costs of $2.402 billion were converted to intangible
transition costs when securitized by the issuance of transition bonds.  The
intangible transition costs are being amortized over the life of the transition
bonds, based on ITC revenues, interest accruals and other fees.  The assets of
PP&L Transition Bond Company are not available to creditors of PP&L or PP&L
Resources, and the intangible transition property is not an asset of PP&L or
PP&L Resources.

Liability for Above Market NUG Purchases

    At June 30, 1998, PP&L recorded an estimated liability for above-market
purchases under existing NUG contracts.  This liability was recorded as part of
the PUC restructuring adjustments.  Effective January 1, 1999, PP&L began
reducing this liability as an offset to "Energy Purchases" on the Consolidated
Statement of Income.  This reduction is based on the estimated timing of the
purchases from the NUGs and projected market prices for this generation.  This
accounting will continue through 2014, when the last of the existing NUG
contracts expires.  This liability is subject to future revision if the
underlying estimates change.

Accounting for Price Risk Management

    PP&L Resources and PP&L entered into forward starting swaps and treasury
locks to hedge the interest rate risk associated with debt issuances. The gains
or losses on these swaps have been deferred and are being recognized over the
life of the debt.

Comprehensive Income

    Comprehensive income consists of net income and other comprehensive income,
defined as changes in common equity from transactions not related to
shareowners.  For PP&L, other comprehensive income consists of unrealized gains
or losses on available-for-sale securities and the excess of additional pension
liability over unamortized prior service costs.  The other comprehensive income
of PP&L Resources consists of the foregoing as well as foreign currency
translation adjustments recorded by PP&L Global.

                                       14
<PAGE>

In accordance with SFAS 130, "Reporting Comprehensive Income," comprehensive
income is reflected on the Consolidated Statement of Shareowners' Common Equity,
and accumulated other comprehensive income is presented in the capitalization
section of the Consolidated Balance Sheet.

3.  Earnings Per Share

    SFAS 128, "Earnings Per Share," requires the disclosure of basic and diluted
EPS.  Basic EPS is calculated by dividing earnings available to common
shareowners ("Net Income" on the PP&L Resources' Consolidated Statement of
Income) by the weighted average number of common shares outstanding during the
period.  In the calculation of diluted EPS, weighted average shares outstanding
are increased for additional shares that would be outstanding if potentially
dilutive securities were converted to common stock.  In April 1999, PP&L
Resources made its initial award of stock options under its Incentive
Compensation Plan.  Stock options are the only potentially dilutive securities
outstanding.

    For the three months ended September 30, 1999, the weighted average shares
outstanding and the dilutive shares (in thousands) were 150,694 and 41,
respectively.  For the nine months ended September 30, 1999, the weighted
average shares outstanding and the dilutive shares (in thousands) were 154,865
and 29, respectively.  Dilutive shares had no impact on EPS in either period.

    There were no dilutive shares outstanding in 1998.  The weighted average
shares outstanding (in thousands) for the three and nine months ended September
30, 1998 were 166,652 and 166,871, respectively.

4.  Securitization

    In August 1999, PP&L Transition Bond Company issued $2.42 billion of
transition bonds to securitize a portion of PP&L's stranded costs.  The bonds
were issued in eight different classes, with expected average lives of 1 to 8.7
years.

    PP&L used a portion of the securitization proceeds to acquire equity held by
PP&L Resources, including $380 million of preferred stock and $481 million of
common stock.  In addition, PP&L used a portion of the proceeds to repurchase
$1.467 billion of its first mortgage bonds through tender offers and open market
purchases.  In August 1999, PP&L recorded an extraordinary charge of $59 million
for the premiums and related expenses to extinguish this first mortgage debt.
See Note 5 for additional information.

    PP&L Resources used $417 million of the proceeds it received from PP&L to
purchase 14 million shares of its common stock.  This repurchase is included as
"Treasury Stock" on the Consolidated Balance Sheet of PP&L Resources at
September 30, 1999.

                                       15
<PAGE>

    In August 1999, PP&L released approximately $78 million of deferred income
taxes associated with the CTC that were no longer required because of
securitization.

    PP&L customers will benefit from securitization through an expected average
rate reduction of approximately one percent for the period the transition bonds
are outstanding. With securitization, a substantial portion of the CTC has been
replaced with an ITC, which results in lower charges due to the flow through of
75% of the net financing savings.  The actual reduction will vary by year, by
customer class and by level of use.

5.  Extraordinary Items

PUC Restructuring and FERC Settlement

    In June 1998, PP&L recorded extraordinary items of $948 million, net of
income tax benefits of $666 million.  Reference is made to Note 4 to the
Financial Statements in PP&L Resources' and PP&L's Form 10-K for the year ended
December 31, 1998.

Extinguishment of Debt

    SFAS 4, "Reporting Gains and Losses from Extinguishment of Debt," requires
that a material aggregate gain or loss from the extinguishment of debt be
classified as an extraordinary item, net of the related income tax effect.

    As explained in Note 4, PP&L repurchased $1.467 billion of first mortgage
bonds in August 1999, using the proceeds from the issuance of transition bonds.
PP&L recorded an extraordinary charge of $59 million for the premiums and
related expenses to reacquire these first mortgage bonds.  Details of this
extraordinary charge are as follows (millions of dollars):

<TABLE>
<S>                                       <C>
          Reacquisition cost of debt      $1,554
          Net carrying amount of debt      1,454
                                          ------
          Extraordinary charge pre-tax       100
          Tax effects                         41
                                          ------
          Extraordinary charge            $   59
                                          ======
</TABLE>

6.  Segment and Related Information

    PP&L Resources' principal business segment is PP&L, which provides
electricity delivery service in eastern and central Pennsylvania, sells retail
electricity throughout Pennsylvania, and markets wholesale electricity in the
United States and Canada.  PP&L Resources' other reported business segment, PP&L
Global, invests in and develops worldwide power projects, with the majority of
its investments located in the U.K.,

                                       16
<PAGE>

Chile, and El Salvador. PP&L Global also owns and operates generating facilities
in the United States. PP&L Global's revenue represents equity earnings in
unconsolidated investments, revenues from the sale of generation to wholesale
customers, and revenue from the delivery of electricity to retail customers.
Other operating revenues of PP&L Resources represent gas distribution,
mechanical contracting and engineering, and unregulated energy services.
Financial data for PP&L Resources' business segments are as follows (millions of
dollars):

<TABLE>
<CAPTION>
                                        Three Months           Nine Months
                                     Ended September 30,    Ended September 30,
                                    --------------------  ----------------------
                                      1999       1998         1999        1998
                                    ---------  ---------  ------------  --------
<S>                                 <C>        <C>        <C>           <C>
Income Statement data
 Operating revenues
  PP&L                                $1,128     $1,131        $3,019    $2,811
  PP&L Global                            198          9           240        25
  Other and Eliminations                  60         26           198        48
                                      ------     ------        ------    ------
                                       1,386      1,166         3,457     2,884
 Depreciation and amortization
  PP&L                                    59         70           176       265
  PP&L Global                             13                       13
  Other and Eliminations                   1          1             4         1
                                      ------     ------        ------    ------
                                          73         71           193       266
 Interest expense
  PP&L                                    59         49           155       147
  PP&L Global                             18          7            33        15
  Other and Eliminations                   3          2            15         2
                                      ------     ------        ------    ------
                                          80         58           203       164
 Income taxes
  PP&L                                   (28)        84            91       208
  PP&L Global                              8         (3)            9        (1)
  Other and Eliminations                  (2)        (3)           (8)       (7)
                                      ------     ------        ------    ------
                                         (22)        78            92       200
 Extraordinary items, net of taxes
  PP&L                                   (59)                     (59)     (948)
  PP&L Global
  Other and Eliminations
                                      ------     ------        ------    ------
                                         (59)                     (59)     (948)
 Net income
  PP&L                                   101        125           270      (674)
  PP&L Global                              5         11            19        12
  Other and Eliminations                  (4)                      (3)        4
                                      ------     ------        ------    ------
                                      $  102     $  136        $  286    $ (658)
                                      ======     ======        ======    ======
</TABLE>

                                       17
<PAGE>

<TABLE>
<CAPTION>

                                                          Nine Months Ended
                                                            September 30,
                                                          -----------------
                                                            1999      1998
                                                          --------   ------
<S>                                                       <C>       <C>
Cash Flow data
 Property, plant & equipment expenditures
  PP&L                                                     $   201   $  202
  PP&L Global                                                   80
  Other and Eliminations                                        10        2
                                                           -------   ------
                                                               291      204
 Investment in electric energy projects
  PP&L
  PP&L Global                                                  189      279
  Other and Eliminations
                                                           -------   ------
                                                           $   189   $  279
                                                           =======   ======

<CAPTION>
                                                          Sept. 30  Dec. 31
                                                            1999     1998
                                                          --------   ------
<S>                                                       <C>       <C>
Balance Sheet data
 Cumulative net investment in equity method affiliates
  PP&L                                                     $    17   $   17
  PP&L Global                                                  507      671
  Other and Eliminations
                                                           -------   ------
                                                               524      688
 Total assets
  PP&L                                                       9,028    8,838
  PP&L Global                                                1,332      757
  Other and Eliminations                                       249       12
                                                           -------   ------
                                                           $10,609   $9,607
                                                           =======   ======
</TABLE>

7.  Sales to Other Electric Utilities

    PP&L is providing JCP&L with 189,000 kilowatts of capacity and related
energy from all of its generating units during 1999. This agreement terminates
on December 31, 1999. PP&L expects to be able to resell the returning capacity
and energy through its Energy Marketing Center. Under a separate agreement, PP&L
is providing additional capacity and energy to JCP&L. This capacity and energy
sale increased from 200,000 kilowatts to 300,000 kilowatts in June 1999 and
continues at this level through May 2004. Prices for this capacity and energy
are market-based.

    In August 1999, the FERC approved new interconnection and power supply
agreements between PP&L and UGI.  Under the new power supply agreement,
effective August 1999, UGI will purchase capacity from PP&L equal to UGI's PJM
capacity obligation less the capacity reserve value of UGI's owned generation
and an existing power purchase agreement.  In 2000, UGI will purchase a firm
block of energy in addition to the capacity.  The agreement terminates in
February 2001.

                                       18
<PAGE>

8.  Financial Instruments

    During the first nine months of 1999, PP&L Resources and PP&L entered into
forward starting interest rate swaps and treasury locks with various
counterparties to hedge the interest rate risk associated with anticipated debt
issuances, including the issuance of transition bonds in August 1999. All
financial instruments associated with hedging the interest rate risk of the
transition bonds were settled at the end of July.  The proceeds were received
and deferred on the balance sheet in August 1999.  As a result of these hedging
activities, interest expense on the transition bonds, applied under the
effective interest method, will be reduced by $24.8 million.  Seventy-five
percent of these savings are being passed back to customers.  On the same day
that PP&L priced its transition bonds, PP&L entered into short-dated treasury
lock transactions with a notional amount of $1.07 billion to lock in the
treasury rate related to PP&L's offer to purchase any or all of $1.66 billion of
selected series of its first mortgage bonds.  These contracts were settled one
week later for an amount that was not significant.  See Note 4 for additional
information about transition bonds.

    PP&L Resources has also entered into forward currency agreements with
various counterparties to hedge a portion of its currency risk associated with
its net investment in a foreign subsidiary. At September 30, 1999, the estimated
fair value of these forward currency agreements, which represents the amount
PP&L Resources would pay if it terminated these agreements on that date, was
$939,000.

    At September 30, 1999, PP&L Resources had also entered into forward-starting
interest rate swap agreements with various counterparties to hedge the interest
rate risk associated with debt issuances expected in the fourth quarter of 1999.
These interest rate swap agreements involve the exchange of floating rate
interest payments for fixed rate interest payments over the life of the
agreements. PP&L Resources agreed to pay fixed rates between 5.805% - 7.03% on
notional amounts of $1.17 billion, with maturity dates between October 29, 2004
and November 15, 2029. PP&L Resources will receive a variable rate interest
payment based on either a 3-month or 6-month LIBOR rate through the maturity
dates of these agreements. The estimated fair value of the forward interest rate
swaps, which represents the estimated amount PP&L Resources would receive if it
had terminated these agreements at September 30, 1999, was $22.5 million. In
October 1999, $170 million of these swaps were settled in connection with the
issuance of medium-term notes (as described in Note 9). PP&L Resources received
net proceeds from these settlements of about $9 million. This amount will be
deferred on the balance sheet and will subsequently be amortized over the life
of the medium-term notes using the effective interest rate method.

                                       19
<PAGE>

9.  Credit Arrangements and Financing Activities

    PP&L issues commercial paper and, from time to time, borrows from banks to
provide short-term funds for general corporate purposes.  Bank borrowings
generally bear interest at rates negotiated at the time of the borrowing.  At
September 30, 1999, PP&L had $225 million of commercial paper outstanding.

    PP&L Capital Funding, whose purpose is to provide debt funding for PP&L
Resources and its subsidiaries other than PP&L, also issues commercial paper.
As with all PP&L Capital Funding debt, this commercial paper is guaranteed by
PP&L Resources.  As of September 30, 1999, PP&L Capital Funding had $202 million
of commercial paper outstanding.

    In July 1999, PP&L, PP&L Capital Funding and PP&L Resources (as guarantor
for PP&L Capital Funding) entered into a new 364-day $750 million credit
facility with a group of banks. This facility replaced a $350 million 364-day
revolving credit facility shared by PP&L and PP&L Capital Funding and five
separate $80 million 364-day credit facilities maintained by PP&L Capital
Funding. No borrowings are outstanding under this new facility.

    In June 1999, PP&L instituted a short-term bond program in order to meet
short-term working capital requirements and to increase financing flexibility.
Under this program, a total of $600 million of short-term bonds were issued with
no more than $200 million of such bonds outstanding at any one time.  This
program was completed in August 1999.

    PP&L Resources, PP&L Capital Funding and PP&L Capital Funding Trust I filed
a $1.2 billion shelf registration with the SEC in September 1999 for the
registration of debt and equity securities. It is expected that such securities
will be issued from time to time to provide funding for general corporate
purposes, including making loans to the unregulated subsidiaries of PP&L
Resources and reducing commercial paper balances.

    In October 1999, PP&L Capital Funding issued $200 million of medium-term
notes in the form of 7.70% Reset Put Securities Series due 2007.  In connection
with this issuance, PP&L Capital Funding assigned to a third party the option to
call the notes from the holders on November 15, 2002.  These notes will mature
on November 15, 2007, but will be required to be surrendered by the existing
holders on November 15, 2002 either through the exercise of the call option by
the callholder or, if such option is not exercised, through the automatic
exercise of a mandatory put.  If the call option is exercised, the notes will be
remarketed and the interest rate will be reset for the remainder of their term
to the maturity date, not to exceed 8-1/2%.  If the call option is not
exercised, the mandatory put will be exercised and PP&L Capital Funding will be
required to repurchase the notes at 100% of their principal amount on November
15, 2002.

                                       20
<PAGE>

    In August 1999, PP&L Resources purchased 14 million shares of common stock
for $417 million, under a forward purchase agreement with a third party.  Also
in August 1999, PP&L repurchased and subsequently retired $1.467 billion of
first mortgage bonds through tender offers and open market purchases.  See Note
4 for additional information on the issuance of $2.42 billion of transition
bonds to securitize stranded costs, some of the proceeds of which were used to
fund this purchase of common stock and tendered debt.

10. Commitments and Contingent Liabilities

Nuclear Insurance

    PP&L is a member of certain insurance programs which provide coverage for
property damage to members' nuclear generating stations.  Under these programs,
facilities at the Susquehanna station are insured against property damage losses
up to $2.75 billion.  PP&L is also a member of an insurance program which
provides insurance coverage for the cost of replacement power during prolonged
outages of nuclear units caused by certain specified conditions.  Under the
property and replacement power insurance programs, PP&L could be assessed
retroactive premiums in the event of the insurers' adverse loss experience.  At
September 30, 1999, the maximum amount PP&L could be assessed under these
programs was about $24 million.

    PP&L's public liability for claims resulting from a nuclear incident at the
Susquehanna station is limited to about $9.7 billion under provisions of The
Price Anderson Amendments Act of 1988.  PP&L is protected against this liability
by a combination of commercial insurance and an industry assessment program.  In
the event of a nuclear incident at any of the reactors covered by The Price
Anderson Amendments Act of 1988, PP&L could be assessed up to $168 million per
incident, payable at $20 million per year, plus 5% surcharge, if applicable.

Environmental Matters

     Air
     ---

    The Clean Air Act deals, in part, with acid rain, attainment of federal
ambient ozone standards and toxic air emissions.  To comply with the year 2000
Phase II acid rain provisions, PP&L plans to purchase lower sulfur coal and use
banked or purchased emission allowances instead of installing FGD on its wholly
owned units.

    PP&L has met the 1995 ambient ozone requirements of the Clean Air Act by
reducing its rate of NOx  emissions by nearly 50% through the use of low NOx
burners.  Further seasonal (i.e., 5 month) NOx  reductions to 55% and 75% of
1990 levels for 1999 and 2003, respectively, are specified under the Northeast
Ozone Transport Region's Memorandum of Understanding.  The

                                       21
<PAGE>

Pennsylvania DEP has finalized regulations which require PP&L to reduce its
ozone seasonal NOx by 57% from 1999 levels beginning in May 1999. PP&L is
complying with this reduction with operational initiatives that rely primarily
on the existing low NOx burners.

    In 1997, the EPA finalized new national standards for ambient levels of
ground-level ozone and fine particulates.  Those standards were challenged by
industry groups and have been held invalid by the D.C. Circuit Court of Appeals.
Based in part on the new ozone standard, the EPA has called for 22 states
(including PA) to revise their regulations capping their NOx emissions to
specified levels in 2003.  PA's NOx emissions cap in effect requires
approximately an 80% reduction in NOx emissions from the 1990 level.  The EPA
required states to make these revisions to their regulations by September 1999.
However, these EPA requirements have also been challenged in the D.C. Circuit
Court of Appeals and the Court has stayed the September 1999 deadline.

    Pursuant to Section 126 of the Clean Air Act, several Northeast states have
petitioned the EPA to find that major sources of NOx emissions, including PP&L's
power plants, are significantly contributing to non-attainment in those states.
The EPA found significant contribution by most sources named in the petitions
and proposed to require emissions reductions at those sources if the states fail
to develop plans by September 1999 to implement the proposed 2003 limits.  The
EPA's finding of significant contribution has been challenged in the D.C.
Circuit Court of Appeals.  The EPA has recently issued an interim stay of its
action on these 126 petitions in light of the D. C. Circuit Court of Appeals'
decisions.

    PP&L estimates that compliance with the 2003 emissions regulations
requirements could require installation of NOx removal systems at PP&L's three
largest coal-fired units, at a total capital cost of approximately $120 million.
The first system is expected to be installed at the Montour Plant by May 2000.
A new particulates standard, if ultimately upheld, may require further
reductions in SO2 and may expand the planned seasonal NOx reductions to year
round in the 2010-2012 time frame.

    Under the Clean Air Act, the EPA has been studying the health effects of
hazardous air emissions from power plants and other sources, to determine
whether those emissions should be regulated.  The EPA released a technical
report of its findings to date and concluded that mercury is the power plant air
toxic of greatest concern, but that more evaluation is needed before it can
determine if regulation of air toxics from fossil fuel plants is necessary.  The
EPA is now seeking mercury and chlorine sampling and other data from electric
generating units, including PP&L's.  In addition, the EPA has announced an
enforcement initiative against older coal-fired plants.  Several of PP&L's coal-
fired plants could fall into this category.  These EPA initiatives could result
in compliance costs for PP&L in amounts which are not now determinable but which
could be significant.

                                       22
<PAGE>

    Expenditures to meet the 2000 acid rain and 1999 NOx reduction requirements
are included in the table of projected construction expenditures in the section
entitled "Financial Condition - Capital Expenditure Requirements" in the Review
of the Financial Condition and Results of Operations in the 1998 Form 10-K.
PP&L currently estimates that additional capital expenditures and operating
costs for environmental compliance under the Clean Air Act will be incurred
beyond 2002 in amounts which are not now determinable but which could be
significant.

     Water and Residual Waste
     ------------------------

    Water discharges at PP&L facilities and any groundwater contamination caused
by PP&L's ash basins must be addressed under DEP's regulations under the Clean
Streams Law and DEP's residual waste regulations, respectively.

    The final NPDES permit for the Montour plant contains stringent limits for
iron and chlorine discharges.  Depending on the results of a toxic reduction
study, additional water treatment facilities or operational changes may be
needed at this plant.

    Capital expenditures through the year 2003 to correct groundwater
degradation at fossil-fueled generating stations and to address waste water
control at PP&L facilities are included in the table of construction
expenditures in the section entitled "Financial Condition - Capital Expenditure
Requirements" in the Review of the Financial Condition and Results of Operations
in the 1998 Form 10-K. In this regard, PP&L currently estimates that $5.5
million of additional expenditures may be required in the next four years to
close some of the ash basins and address other ash basin issues at various
generating plants. Additional expenditures could be required beyond the year
2003 in amounts which are not now determinable but which could be material.
Actions taken to correct groundwater degradation, to comply with the DEP's
regulations and to address waste water control, are also expected to increase
operating costs. These amounts are not now determinable but could be material.

     Remediation Under Multi-Site Consent Orders
     -------------------------------------------

    In 1995, PP&L entered into a consent order with the DEP to address a number
of sites where PP&L may be liable for remediation of contamination.  This may
include potential PCB contamination at certain PP&L substations and pole sites;
potential contamination at a number of coal gas manufacturing facilities
formerly owned and operated by PP&L; and oil or other contamination which may
exist at some of PP&L's former generating facilities.  As of September 30, 1999,
PP&L has completed work on more than half of the sites included in the consent
order.

    In 1996, Penn Fuel Gas entered into a similar consent order with the DEP to
address a number of its sites where Penn Fuel Gas may be liable for

                                       23
<PAGE>

remediation of contamination. The sites primarily include former coal gas
manufacturing facilities. Prior to PP&L Resources acquiring Penn Fuel Gas on
August 21, 1998, Penn Fuel Gas had obtained a "no further action" determination
from the DEP for two of the 20 sites covered by the order.

    At September 30, 1999, PP&L and Penn Fuel Gas had accrued $6 million and $14
million, respectively, representing the amounts they reasonably estimate they
will have to spend to remediate sites involving the removal of hazardous or
toxic substances, including those covered by each company's consent orders
mentioned above.  Future cleanup or remediation work at sites currently under
review, or at sites not currently identified, may result in material additional
operating costs for PP&L or Penn Fuel Gas, which neither company can estimate at
this time.  In addition, certain federal and state statutes, including Superfund
and the Pennsylvania Hazardous Sites Cleanup Act, empower certain governmental
agencies, such as the EPA and the DEP, to seek compensation from the responsible
parties for the lost value of damaged natural resources.  The EPA and the DEP
may file such compensation claims against the parties, including PP&L or Penn
Fuel Gas, held responsible for cleanup of such sites. Natural resource damage
claims against PP&L or Penn Fuel Gas could result in material additional
liabilities.

     General
     -------

    Due to the environmental issues discussed above or other environmental
matters, PP&L may be required to modify, replace or cease operating certain
facilities to comply with statutes, regulations and actions by regulatory bodies
or courts.  In this regard, PP&L also may incur capital expenditures, operating
expenses and other costs in amounts which are not now determinable but which
could be material.

Loan and Other Guarantees of Affiliated Companies

    PP&L Resources provides certain guarantees for its subsidiaries. PP&L
Resources guarantees all of the debt of PP&L Capital Funding, which consisted of
$397 million of medium-term notes and $202 million of commercial paper at
September 30, 1999 (as shown on the Consolidated Balance Sheet).  As noted in
Note 9, an additional $200 million of medium-term notes were issued in October
1999 by PP&L Capital Funding.   PP&L Resources also guaranteed $17 million of
notes of a subsidiary of Penn Fuel Gas.  In addition, PP&L Resources has
provided $113 million of guarantees to PP&L Global subsidiaries.  With respect
to the development of the Griffith Energy Project, PP&L Resources has received a
guaranty from Duke Capital Corporation to backstop a portion of PP&L Resources'
guaranty (up to $25 million of PP&L Resources' $50 million guaranty).  See Note
11 for additional information on the Griffith Energy Project.  Lastly, PP&L
Resources has guaranteed certain obligations of PP&L EnergyPlus for up to $263
million under certain power purchase and sales agreements.

                                       24
<PAGE>

    As of September 30, 1999, PP&L had provided a $12 million guarantee in
support of one of its subsidiaries.

11. Acquisitions and Divestitures

    In February 1999, PP&L Resources acquired McCarl's; in April 1999, PP&L
Spectrum acquired Burns Mechanical; and in September 1999, PP&L Resources
acquired Western Mass. Holdings.  In October 1999, Burns Mechanical finalized
its merger with DVY.  The purchase prices for these mechanical contractor and
engineering firms were not individually significant.

    In November 1999, PP&L sold its Sunbury plant and the principal assets of
its wholly-owned coal processing subsidiary, Lady Jane Collieries, to Sunbury
Holdings, LLC. PP&L received cash proceeds of $107 million for these assets,
including coal inventory, which will result in a one-time contribution of about
27 cents per share to PP&L Resources' 1999 earnings. This sale will be recorded
in the fourth quarter of 1999.

    In May 1999, PP&L Global acquired most of Bangor Hydro's generating assets
and certain transmission rights, as well as its interest in an oil-fired
generation facility, for $79 million.  In August 1999, PP&L Global purchased
Bangor Hydro's 50% interest in the 13-megawatt West Enfield hydroelectric
station for $10 million.

    In July 1999, PP&L Global acquired an additional 29.4% interest in Emel for
$95 million, resulting in majority ownership and control of the company.  In
August 1999, PP&L Global acquired an additional 18.5% interest in Emel for $44
million.  The most recent acquisition brought PP&L Global's ownership of Emel to
85.4%. The additional ownership in Emel also gave PP&L Global a majority
interest in EC, an entity that is jointly owned by PP&L Global and
Emel.  As a result, in the third quarter PP&L Global consolidated the financial
statements of Emel and EC, including DelSur from January 1, 1999 through August
31, 1999, thereby establishing a one-month reporting lag.  In October 1999, PP&L
Global offered to purchase additional shares of Emel between October 13 and
November 26.  If these additional shares are purchased, PP&L Global would own
about 95% of Emel's shares.

    PP&L Global has also signed definitive agreements with the Montana Power
Company, Portland General Electric Company and Puget Sound Energy, Inc. to
acquire interests in 13 Montana power plants, with 2,372 megawatts of generating
capacity, for a purchase price of $1.546 billion.  The acquisition is subject to
several conditions, including the receipt of required state and federal
regulatory approvals and third party consents.  In this regard, FERC has
approved the sale of the assets to PP&L Global.  Upon completion of this
acquisition, PP&L Global will have 100% ownership interest in these power
plants, except for Colstrip Units 3 and 4, in which PP&L Global's ownership
interest will be 75% and 45%, respectively.  PP&L Global expects to complete
this acquisition by the first quarter of 2000.  About 65% of the acquisition
cost is expected to be financed on a

                                       25
<PAGE>

project credit basis, non-recourse to PP&L Resources. The balance of the
acquisition cost is expected to be financed through a combination of debt and
equity issued by PP&L Resources. The agreements also provide for PP&L Resources'
acquisition of related transmission assets for an additional $126 million,
subject to certain conditions, including federal regulatory approval.

    PP&L Resources is in the process of acquiring the energy marketing operation
of the Montana Power Company for an amount that is not significant.  The Montana
marketing and trading operation will become part of PP&L EnergyPlus, and will
sell electricity in wholesale and retail markets in Montana and the Northwest.

    In September 1999, PP&L Global's U.K. subsidiary, SWEB, sold its electricity
supply business to London Electricity for about $264 million.  PP&L Global
expects to record an after tax gain from the sale of about $40 million in the
fourth quarter of 1999.  The supply business provided about 15% of SWEB's annual
earnings.  PP&L Global and Southern Energy will continue joint ownership of the
electric delivery business, which has been renamed Western Power Distribution
(WPD). WPD will continue to own and operate an extensive power network in
southwest Britain, transporting and delivering electricity to 1.4 million
customers.

    In August 1999, the U.K.'s Office of Gas and Electricity Markets, the
regulatory authority for electricity and natural gas distribution, issued
proposed base rate reductions for the country's 14 electricity distribution
businesses, including WPD.  The proposed rate reduction for WPD is between 20%
and 25%.  Under the proposal, the final rates would be issued in November 1999
and would be effective for five years beginning in April 2000.  In anticipation
of this action, PP&L Global is evaluating the carrying value of its investment
in WPD.  The amount of any possible write-down cannot be determined until the
final rate reductions for WPD are known, but such a write-down could be
material.

    In July 1999, PP&L Global reached an agreement with Duke Energy North
America to jointly complete the Griffith Energy Project, a gas-fired, combined-
cycle power plant near Kingman, Arizona. As part of the agreement, PP&L Global
transferred a 50% interest in the project to Duke. PP&L Global will fund 50% of
the capital cost of the project. The facility, expected to be in service in
2001, would have a nominal base-load capacity of 500 megawatts and a peak
capacity of 600 megawatts. The project cost is anticipated to be about $300
million.

12. New Accounting Standards

    In June 1999, the FASB issued SFAS 137 which defers the effective date of
SFAS 133, "Accounting for Derivative Instruments and Hedging Activities," to
fiscal years beginning after June 15, 2000.  SFAS 137 also changed the look-back
period for bifurcating embedded derivatives in host contracts from December 31,
1997, to December 31, 1998.  PP&L Resources

                                       26
<PAGE>

and PP&L intend to adopt SFAS 133 as of January 1, 2001. The impact of adopting
this statement on the net income and financial position of PP&L Resources and
PP&L is not yet determinable but may be significant.

13. Subsequent Event

     On November 1, 1999 the Pennsylvania Department of Revenue (DOR) issued
Public Utility Realty Tax Act (PURTA) tax notices to Pennsylvania Utilities for
calendar year 1998 in accordance with amendments to PURTA enacted earlier in
1999.  Based on the DOR notice, PP&L's PURTA tax expense for 1998 and 1999 will
be reduced by about $19 million.  This reduction in expense will be recorded in
the fourth quarter of 1999.

                                       27
<PAGE>

                      PP&L Resources, Inc. and PP&L, Inc.
                      -----------------------------------

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations
         ---------------------------------------------

     The financial condition and results of operations of PP&L and PP&L Global
are currently the principal factors affecting the financial condition and
results of operations of PP&L Resources.  Unless specifically noted,
fluctuations are primarily due to activities of PP&L.  This discussion should be
read in conjunction with the section entitled "Review of the Financial Condition
and Results of Operations of PP&L Resources, Inc. and PP&L, Inc." in PP&L
Resources' and PP&L's Annual Report to the SEC on Form 10-K for the year ended
December 31, 1998.

     Terms and abbreviations appearing in Management's Discussion and Analysis
of Financial Condition and Results of Operations are explained in the glossary.

                          Forward-looking Information
                          ---------------------------

     Certain 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 facts, including, but not limited to, statements with respect to
future earnings growth, are "forward-looking statements" within the meaning of
the federal securities laws.  Although PP&L Resources and PP&L believe that the
expectations and assumptions reflected in these statements are reasonable, there
can be no assurance that these expectations will prove to have been correct.
These forward-looking statements involve a number of risks and uncertainties,
and actual results may differ materially from the results discussed in the
forward-looking statements.  The following are among the important factors that
could cause actual results to differ materially from the forward-looking
statements:  state and federal regulatory developments; new state or federal
legislation; national or regional economic conditions; market demand and prices
for energy, capacity and fuel; weather variations affecting customer energy
usage; competition in retail and wholesale power markets; the effect of any
business or industry restructuring; PP&L Resources' and PP&L's profitability and
liquidity; new accounting requirements or new interpretations or applications of
existing requirements; operating performance of plants and other facilities;
environmental conditions and requirements; system conditions (including actual
results in achieving Year 2000 compliance by PP&L Resources, its subsidiaries
and others) and operating costs; performance of new ventures; political,
regulatory or economic conditions in foreign countries where PP&L Global makes
investments; foreign exchange rates; and PP&L Resources' and PP&L's commitments
and liabilities.  Any such forward-looking statements should be considered in
light of such important factors and in conjunction with PP&L Resources' and
PP&L's other documents on file with the SEC.

                                       28
<PAGE>

     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 PP&L Resources or PP&L to predict all of 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 neither PP&L Resources nor PP&L undertakes any obligation to update
the information contained in such statement to reflect subsequent developments
or information.

                             Results of Operations
                             ---------------------

     The following discussion explains significant changes in principal items on
the Consolidated Statement of Income comparing the three months and nine months
ended September 30, 1999, to the comparable periods in 1998.

     The Consolidated Statement of Income reflects the results of past
operations and is not intended as any indication of the results of future
operations.  Future results of operations will necessarily be affected by
various and diverse factors and developments.  Furthermore, because results for
interim periods can be disproportionately influenced by various factors and
developments and by seasonal variations, the results of operations for interim
periods are not necessarily indicative of results or trends for the year.

Earnings
<TABLE>
<CAPTION>
                                         Comparison of Earnings - September 30
                                         -------------------------------------
                                         Three Months Ended  Nine Months Ended
                                         ------------------  -----------------
                                            1999      1998     1999      1998
                                           ------    ------   ------    ------
<S>                                      <C>       <C>       <C>      <C>
Earnings per share - excluding
 one-time adjustments and
 restructuring impacts                      $0.55     $0.54    $1.72   $  1.47

One-time adjustments:
 Securitization                              0.13               0.13
 PUC Restructuring Charge                                                (5.49)
 FERC Municipalities Settlement                                          (0.19)
 U.K. Income Tax Rate Reduction                        0.06               0.06
 Penn Fuel Gas Acquisition Costs                       0.03               0.03
Restructuring impacts                                  0.18               0.18
                                            -----     -----  -------    ------
Earnings per share - actual                 $0.68     $0.81    $1.85    ($3.94)
                                            =====     =====  =======    ======
</TABLE>

     PP&L recorded two extraordinary items in June 1998 related to the PUC
restructuring proceeding and a settlement with municipalities under FERC
jurisdiction.  Refer to Note 4 to the Financial Statements in PP&L Resources'
and PP&L's Form 10-K for the year ended December 31, 1998.

     PP&L also recorded an extraordinary item in August 1999 for the
extinguishment of debt using the proceeds of transition bonds.  Refer to Note 5
to the Financial Statements for further information.  Also, certain

                                       29
<PAGE>

deferred income taxes were no longer required because of securitization. This
$78 million credit to income, when offset by the extinguishment charge,
increased 1999 earnings by 13 cents per share.

     Earnings per share, excluding these and other one-time adjustments and
restructuring impacts, were $0.01 higher for the three months ended September
30, 1999, and $0.25 higher for the first nine months of 1999, when compared with
the same periods in 1998.

     The earnings improvement during the nine-month period reflects higher sales
of electricity to retail customers, higher margins on wholesale energy marketing
and trading activities and higher earnings of PP&L Global.  Depreciation and
effective income tax rates were lower than in 1998, a direct result of the
restructuring adjustments recorded by PP&L in June 1998.  PP&L Resources' common
stock repurchases in September 1998 and August 1999 also had a favorable impact
on earnings per share.

     These earnings gains were partially offset by a four percent rate reduction
for electricity delivery customers effective January 1, 1999, through December
31, 1999.  PP&L revenues were further impacted by the loss of commercial and
industrial customers who chose alternate suppliers for their generation supply
and higher operating and maintenance costs.  In addition, PP&L lost the benefit
of certain regulatory treatments that improved earnings during the first nine
months of 1998.

Electric Energy Sales

     PP&L's electricity sales for 1999 and 1998 were as follows:

<TABLE>
<CAPTION>
                                September 30, 1999 vs. September 30, 1998
                                -----------------------------------------
                                  Three Months Ended  Nine Months Ended
                                  ------------------  -----------------
<S>                               <C>       <C>       <C>       <C>
                                      1999     1998      1999     1998
                                     -----    ------    ------   ------
                                            (Millions of kWh)
Electricity delivered to
  retail customers by PP&L (a)       8,221     8,368    25,086   24,201
Less:  Electricity supplied
  by others                          2,770       520     6,950    1,493
                                     -----    ------    ------   ------
Electricity supplied to retail
  customers by PP&L                  5,451     7,848    18,136   22,708
Electricity supplied to retail
  customers by PP&L EnergyPlus       3,029       469     7,096    1,139
                                     -----    ------    ------   ------
Total electricity supplied to
  retail customers (a)               8,480     8,317    25,232   23,847
Wholesale Energy Sales               7,805    12,258    24,034   29,303
</TABLE>

(a)  kWh for customers residing in PP&L's service territory who received energy
     from PP&L or PP&L EnergyPlus are reflected in both of these categories.

     Under Pennsylvania's Electric Choice program, beginning on January 1, 1999
customers were allowed to choose the supplier of their electricity.

                                       30
<PAGE>

Customers making this choice continue to have the utility that serves their
territory deliver electricity from the supplier of choice.

     Electricity delivered to retail customers in the three months ended
September 30, 1999, decreased by 147 million kWh, or 1.8%, from the comparable
period in 1998.  The decline reflects lower usage by industrial customers.

     Electricity supplied to retail customers increased by 163 million kWh, or
2.0%, when comparing the three months ended September 30, 1999, to the same
period in 1998.  Total electricity supplied increased more than electricity
delivered because PP&L EnergyPlus' gains in the competitive electricity supply
market were greater than the losses to other utilities.  In the third quarter,
PP&L's supply of electricity to retail customers was 3% higher than its delivery
of electricity.

     Electricity delivered to retail customers in the nine months ended
September 30, 1999, increased by 885 million kWh, or 3.7%, from the comparable
period in 1998.  If normal weather had been experienced in the first nine months
of 1999 and 1998, deliveries would have increased by 0.8%.

     Electricity supplied to retail customers increased by 1,385 million kWh, or
5.8%, when comparing the nine months ended September 30, 1999, to the same
period in 1998.  This increase is due to the increased sales by PP&L EnergyPlus
in the competitive market and the impact of mild weather on sales in the first
quarter of 1998.

     Wholesale energy sales, which includes sales to other utilities and energy
marketers through contracts, spot market transactions or power pool
arrangements, decreased by 4,453 million kWh and 5,269 million kWh in the three
and nine month periods ending September 30, 1999, when compared to the same
periods in 1998.  These decreases were primarily the result of decreased
activity of the Energy Marketing Center in the wholesale market because of
retail market needs and the decrease or expiration of contracts.

Energy Marketing and Trading Activities

     PP&L purchases and sells electric capacity and energy at the wholesale
level under its FERC market-based tariff.  PP&L has entered into agreements to
sell firm capacity or energy under its market-based tariff to certain entities
located inside and outside of the PJM power pool.  PP&L enters into these
agreements to market available energy and capacity from its generating assets
and to profit from market price fluctuations.  PP&L is actively managing its
portfolio to attempt to capture the opportunities and limit its exposure to
volatile prices.  In July 1999, PP&L entered into an insurance contract to
mitigate risk associated with a potential forced outage during periods of high
market prices.

     PP&L has entered into an agreement to provide wholesale energy marketing,
trading and energy portfolio management services for an energy

                                       31
<PAGE>

cooperative organization that provides energy-related services to public power
entities. The market risk associated with this type of activity is not material.
PP&L expects to expand its activities by entering into similar agreements with
other counterparties.

Quantitative and Qualitative Disclosures About Market Risk

     See Note 8 to the Financial Statements for a discussion of forward starting
interest rate swaps and treasury locks to hedge debt issuances and retirements
during the first nine months of 1999.  Note 8 also describes hedge positions at
September 30, 1999 to manage exposures to foreign currency risk and interest
rate risk for anticipated debt issuance in the fourth quarter of 1999.

     PP&L Resources remains exposed to changes in the fair value of the forward
starting interest rate swaps.  At September 30, 1999, PP&L Resources, based on
historical trends, estimated its potential maximum exposure to a change in the
fair value of these instruments through a downward movement in interest rates
over a one-day period at $11.1 million, based on a confidence level of 97.5%.

Operating Revenues

Electric
--------

     The increase (decrease) in revenues from electric operations was
attributable to the following:

<TABLE>
<CAPTION>
                                                                               September 30, 1999 vs. September 30, 1998
                                                                              -------------------------------------------
                                                                                 Three Months Ended     Nine Months Ended
                                                                              -----------------------  ------------------
                                                                                        (Millions of Dollars)
<S>                                                                           <C>                      <C>
Retail Electric Revenue
  PP&L - electric delivery and generation provider of last resort                     $(131)              $(247)
  PP&L EnergyPlus - electric generation supply                                          117                 294
  PP&L Global - Emel/EC - electric delivery                                             176                 176
  Other                                                                                   2                  17
                                                                                      -----               -----
                                                                                      $ 164               $ 240
                                                                                      =====               =====
</TABLE>

     PP&L and PP&L EnergyPlus revenues for the third quarter of 1999 were $14
million, or 2.2%, below the third quarter of 1998.  This reflects lower
deliveries to industrial and commercial customers and the 4% reduction in PP&L's
retail rates effective January 1, 1999 in connection with the PUC Final Order in
PP&L's restructuring proceeding.  While PP&L delivery sales were down, PP&L
EnergyPlus and PP&L supplied more generation than they did in the third quarter
of 1998.

     PP&L and PP&L EnergyPlus revenues for the nine months ended September 30,
1999 were $47 million, or 2.6%, higher compared with the same period in 1998.
This increase, in part, reflects the unfavorable impact of mild

                                       32
<PAGE>

winter weather on 1998 sales. Also, PP&L EnergyPlus and PP&L provided 5.8% more
electricity to retail customers during the first nine months of 1999. These
revenue gains were partially offset by the 4% reduction in PP&L's regulated
rates, as noted above.

     PP&L Global consolidated the financial results of Emel and EC in the third
quarter of 1999, effective from January 1, 1999.  Accordingly, "Electric
Operating Revenues" includes Emel and EC revenues from transmission and
distribution of electricity to their customers in Central America.  See Note 11
for additional information.

Gas and Propane
---------------

     PP&L Resources acquired Penn Fuel Gas in August 1998.  The results of Penn
Fuel Gas, including revenues and the associated costs from gas and propane
operations, have been recorded subsequent to acquisition.

Wholesale Energy Marketing and Trading Activities
-------------------------------------------------

     The increase (decrease) in revenues from wholesale energy marketing and
trading activities was attributable to the following:

<TABLE>
<CAPTION>

                          September 30, 1999 vs. September 30, 1998
                         -------------------------------------------
                          Three Months Ended     Nine Months Ended
                         ---------------------  --------------------
                                   (Millions of Dollars)
<S>                      <C>                    <C>
Electric
 Bilaterial Sales                 $(54)                 $ 16
 PJM                                 9                    13
 Cost-based contracts              (20)                  (52)
Oil & gas sales                     79                   167
                                  ----                  ----
                                  $ 14                  $144
                                  ====                  ====
</TABLE>

     Revenues in both periods increased despite the phase-down of the capacity
and energy agreement with JCP&L and the end of the capacity and energy agreement
with Atlantic.  The revenue decreases associated with the phase-downs are
reflected in cost-based contracts.  The overall revenue increase reflects PP&L's
continued emphasis in competing in wholesale markets and support of PP&L
EnergyPlus requirements.  Energy purchases have also increased to meet these
increased sales.  Refer to "Energy Purchases" for more information.

Energy-Related Businesses

     Energy-related businesses contributed $11 million and $5 million to the
operating income of PP&L Resources for the three months ended September 30, 1999
and 1998, respectively.  For the nine months ended September 30, 1999 and 1998,
these businesses contributed a total of $44 million and $15 million,
respectively, to operating income. The improvement in 1999 over 1998 primarily
reflects PP&L Global's higher equity earnings due to its additional investment
in SWEB, and additional operating income provided by PP&L Spectrum and the
mechanical contractor and engineering subsidiaries.  Energy-related businesses,
including PP&L

                                       33
<PAGE>

Global equity investments, PP&L Spectrum, H.T. Lyons, McClure, McCarl's and
Burns Mechanical, are expected to provide an increasing share of PP&L Resources'
future earnings.

Electric Fuel Costs

     Electric fuel costs decreased $19 million and $34 million for the three and
nine months ended September 30, 1999, respectively, from the comparable periods
in 1998.  The decrease for the three months was attributed to an unplanned
outage coupled with lower generation for fossil fuel units.  Less generation was
required in the third quarter of 1999 due to reduced Energy Marketing Center
activity and lower summer demand.  The decrease for the nine months was
attributed to lower fossil plant availability and lower fuel prices for coal-
fired units.  These decreases were partially offset by a one-time charge of $5
million in 1999 for the increase in estimated costs of dry cask canisters for
on-site spent fuel storage at the Susquehanna plant.

Energy Purchases

     After eliminating the purchases made by Emel and EC, which were
consolidated by PP&L Global in the third quarter of 1999, energy purchases
increased by $33 million and $209 million for the three and nine months ended
September 30, 1999, respectively, compared with the same periods in 1998. These
increases were primarily due to increased gas purchases by the Energy Marketing
Center, additional wholesale purchases to support PP&L EnergyPlus, and higher
wholesale prices for electricity.  These costs were partially offset by a
decrease in the volume of electricity  purchased by the Energy Marketing Center
for trading purposes and the amortization of the liability for above market NUG
purchases.

Other Operation Expenses

     Other operation expenses increased by $42 million and $94 million for the
three and nine months ended September 30, 1999, respectively, compared with the
same periods in 1998.  Certain regulatory impacts and operating expenses of
acquired companies caused a substantial portion of these increases.  These
included:

     .    About $13 million and $43 million of regulatory credits were recorded
          in the three months and nine months ended September 30, 1998,
          respectively. These credits were for the loss of revenue as a result
          of the customer choice pilot program and the deferral of
          undercollected energy costs. No similar accounting was recorded in
          1999, as the pilot program was completed and energy costs are no
          longer recoverable through the ECR.

     .    About $3 million and $21 million of additional operation expenses of
          Penn Fuel Gas were recorded in the three and nine months ended
          September 30, 1999, respectively, over the comparable periods in 1998.
          Penn Fuel Gas was acquired in August of 1998.

                                       34
<PAGE>

     .    PP&L Global consolidated the results of Emel and EC in the third
          quarter of 1999, which added about $16 million in operation expenses.

     Eliminating these items, the other operation expenses of PP&L Resources
increased by $10 million and $14 million for the three and nine months ended
September 30, 1999, respectively, compared with the same periods in 1998.  These
increases were primarily due to additional expenses associated with customer
choice, including expenses to educate customers and additional marketing
expenses by PP&L EnergyPlus.  Higher wages and employee benefits also
contributed to the increase.

Power Plant Operations

     In April 1999, PP&L closed its Holtwood coal-fired generating station. The
closing is part of an effort to reduce operating costs and position PP&L for the
competitive marketplace.  The adjacent hydroelectric plant continues to operate.

     In November 1999, PP&L sold its Sunbury plant and the principal assets of
its wholly-owned coal processing subsidiary, Lady Jane Collieries, to Sunbury
Holdings, LLC.  PP&L received cash proceeds of $107 million for the assets,
including coal inventory, which will result in a one-time contribution of about
27 cents per share to PP&L Resources' 1999 earnings.  This sale will be recorded
in the fourth quarter of 1999.

Maintenance Expenses

     Maintenance expenses increased by $14 million and $20 million for the three
and nine months ended September 30, 1999, respectively, from the comparable
periods in 1998.  About one-half of these increases were due to higher cost of
outage-related and other maintenance at PP&L's fossil power plants, and
additional expenses to maintain transmission and distribution facilities.  The
balance of the increase in maintenance expenses is due to the consolidation of
Emel's accounts in the third quarter of 1999 and the acquisition of Penn Fuel
Gas in August 1998.

Depreciation and Amortization Expenses

     Depreciation and amortization expenses decreased by $73 million for the
nine months ended September 30, 1999, compared with the same period in 1998.
This decrease was mainly due to the write-down of generation-related assets in
connection with the restructuring adjustments recorded in June 1998.  The
decrease was partially offset by the additional depreciation associated with the
acquisition of Penn Fuel Gas in August 1998 and PP&L Global's consolidation of
Emel's accounts in the third quarter of 1999.

                                       35
<PAGE>

Other Income

     Other income decreased $16 million and $19 million for the three and nine
months ended September 30, 1999, respectively, from the comparable periods in
1998.  PP&L Global's earnings for 1998 reflected a $9 million U.K. income tax
rate reduction.  In addition, PP&L Resources recorded the Penn Fuel Gas
acquisition in August 1998.  Third quarter 1998 earnings were credited by $6
million for estimated transaction costs originally contemplated as a pooling of
interests but ultimately recorded under purchase accounting.  These decreases
were partially offset by PP&L Global's consolidation of Emel and EC financial
results in the third quarter of 1999, which resulted in deductions of about $5
million.

Income Taxes

     Income taxes decreased by $100 million and $108 million for the three and
nine months ended September 30, 1999, respectively, when compared to the same
periods in 1998.  The decreases were primarily due to changes in PP&L Resources'
pre-tax book income, deferred income taxes no longer required due to
securitization and tax changes relating to the second quarter 1998 restructuring
write-off.

                              Financial Condition
                              -------------------

Financing Activities

     The following financing activities have occurred to date in 1999:

     .    In January and February, PP&L Resources issued $8 million of new
          common stock through the DRIP. Effective March 1, the DRIP was changed
          from a new issue to an open market purchase program.

     .    In June, PP&L instituted a short-term bond program in order to meet
          short-term working capital requirements and to increase financing
          flexibility. Under this program, a total of $600 million of short-term
          bonds were issued with no more than $200 million of such bonds
          outstanding at any one time. This program was completed in August
          1999.

     .    In August, PP&L Transition Bond Company issued $2.42 billion of
          transition bonds to securitize stranded costs. PP&L used these
          proceeds to repurchase $1.467 billion of first mortgage bonds. PP&L
          Resources purchased 14 million shares of its common stock for $417
          million. Refer to Note 4 to the Financial Statements for additional
          information.

     .    In September, PP&L Resources, PP&L Capital Funding, and PP&L Capital
          Funding Trust I filed a $1.2 billion shelf registration with the SEC
          to issue various debt and equity securities. It is expected that these
          various securities will be issued from time to time to provide long-
          term funding for PP&L Resources and its subsidiaries other than PP&L.

                                       36
<PAGE>

     .    PP&L Capital Funding issued $200 million of medium-term notes in
          October 1999, in the form of 7.70% Reset Put Securities Series due
          2007.

     Refer to Note 9 to the Financial Statements for additional information on
credit arrangements and financing activities.

Financing and Liquidity

     Cash and cash equivalents increased by $152 million more during the nine
months ended September 30, 1999, compared with the same period in 1998.  The
reasons for this change were:

     .    A $95 million increase in cash provided by operating activities,
          primarily due to higher operating cash flow from PP&L Global, an
          increase in trade payables to support operations, and the adjustment
          for certain non-cash components of earnings, including the
          amortization of recoverable transition costs. These sources of funds
          were partially offset by an increase in accounts receivable and
          unbilled revenues.

     .    $10 million decrease in cash used in investing activities.

     .    A $47 million increase in cash provided by financing activities. This
          increase was due to additional issuance of long-term debt and a
          decrease in payments of common dividends. These financing inflows were
          partially offset by lower funds from issuing common stock, greater
          retirement of long-term debt, and a net reduction in short-term debt
          balances in 1999.

Financial Indicators

     Earnings for the twelve months ended September 30, 1999 and 1998 were
impacted by one-time adjustments and restructuring impacts, which are listed in
the "Earnings" discussion in the Results of Operations of this Form 10-Q, and
the Form 10-K for the year ended December 31, 1998.  The following financial
indicators for PP&L Resources reflect the elimination of these impacts from
earnings, and provide an additional measure of the underlying earnings
performance of PP&L Resources and its subsidiaries.

<TABLE>
<CAPTION>
                                                12 Months Ended September 30,
                                               -------------------------------
                                                    1999             1998
                                               ---------------  --------------
<S>                                            <C>              <C>
Earnings per share, as adjusted                        $ 2.13          $ 1.90

Return on average common equity                         13.90%          11.04%

Ratio of pre-tax income to interest charges              3.06            3.47

Dividends declared per share                           $ 1.00          $ 1.50
</TABLE>

                                       37
<PAGE>

Acquisitions and Divestitures

     Refer to Note 11 to the Financial Statements for information regarding
Acquisitions and Divestitures.

     As of September 30, 1999, PP&L Global had investments of $864 million in
foreign and domestic facilities, including consolidated investments, Emel,
DelSur, and Penobscot Hydro.

     PP&L Global continues to pursue opportunities to develop and acquire
electric generation, transmission and distribution facilities in the United
States and abroad.

Commitments and Contingent Liabilities

     Refer to Note 10 to the Financial Statements for a discussion of
commitments and contingent liabilities.

Increasing Competition

     The electric utility industry has experienced and will continue to
experience a significant increase in the level of competition in the energy
supply market at both the state and federal level.

     State Activities
     ----------------

     Reference is made to Note 3 to the Financial Statements in PP&L Resources'
and PP&L's Form 10-K for the year ended December 31, 1998 for a discussion of
PP&L's PUC restructuring proceeding under the Customer Choice Act.

     Reference is also made to Note 3 to the Financial Statements in PP&L
Resources' and PP&L's Form 10-K for the year ended December 31, 1998 regarding
PP&L's transfer of its retail electric marketing function to PP&L EnergyPlus, a
separate affiliated corporation.  PP&L EnergyPlus has a PUC license to act as a
Pennsylvania EGS.  This license permits PP&L EnergyPlus to offer retail electric
supply to participating customers in PP&L's service territory and in the service
territories of other Pennsylvania utilities.  In 1999, PP&L EnergyPlus is
offering such supply to industrial and commercial customers throughout
Pennsylvania.  PP&L EnergyPlus is also approved to market electricity in New
Jersey, Maine, Delaware, and Montana.

     Federal Activities
     ------------------

     In June 1999, PP&L filed with the FERC an application requesting authority
to sell specified ancillary services at market-based rates in the following
markets:  the New England power pool, the New York power pool, the market
administered by the California ISO, and PJM.  The FERC granted the application
in July 1999.

                                       38
<PAGE>

     PP&L EnergyPlus has authority from the FERC to sell electric energy and
capacity at market-based rates and to sell, assign or transfer transmission
rights and associated ancillary services.  PP&L has a FERC-filed code of conduct
governing its relationship with such affiliates that engage in the sale and/or
transmission of electric energy.

     In July 1999, PP&L EnergyPlus filed an application with the FERC requesting
authority to sell specified ancillary services at market-based rates in the
following markets:  the New England power pool, the New York power pool, the
market administered by the California ISO, and PJM.  The FERC granted the
application in August 1999.

Proposed Corporate Realignment

     In September 1999, the Boards of Directors of PP&L Resources and PP&L
approved the initiation of a corporate realignment, in order to better position
PP&L Resources and its subsidiaries in the new competitive marketplace.  This
realignment includes the following key features:

     .    The transfer of all of PP&L's electric generating facilities and
          related assets to a new generating company subsidiary of PP&L
          Resources.

     .    The transfer of PP&L's wholesale energy marketing business, along with
          the energy marketing business of PP&L EnergyPlus, to a new marketing
          company subsidiary of PP&L Resources.

     .    The transfer of the U.S. electric generating business of PP&L Global
          to the new generating company.

     As a result of this corporate realignment, PP&L's principal business would
be the transmission and distribution of electricity to serve retail customers in
its franchised territory in eastern and central Pennsylvania.  PP&L Global's
principal business would be the acquisition or development of both U.S. and
international energy projects and the ownership of international energy
projects.  With respect to other existing subsidiaries of PP&L Resources and
PP&L, they generally will be aligned in the new corporate structure according to
their principal business functions.

     The proposed corporate realignment is subject to approval from the PUC, the
FERC and the NRC, as well as certain third-party consents.  PP&L Resources
expects to complete the corporate realignment in mid-2000.

Year 2000

     PP&L Resources is faced with the task of addressing the Year 2000 issue.
The Year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year and other programming
techniques which limit date calculations or assign special meanings to some
dates. Any of PP&L's computer systems that have date-sensitive software or
microprocessors may recognize a date using "00"

                                       39
<PAGE>

as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to measure usage, read meters, process
transactions, send bills or operate electric generation stations. In addition,
the Year 2000 issue could affect the ability of customers to receive bills sent
by PP&L or to make payments on these bills.

     A Company-wide Year 2000 coordination committee was formed to raise the
awareness of the Year 2000 issue, share information and review progress towards
compliance. A seven-step approach was developed to achieve Year 2000 compliance
by assessing and remediating the problem in application software, hardware,
plant control systems and devices containing embedded microprocessors. The seven
steps in the plan include awareness, inventory, assessment, remediation,
testing, implementation, and contingency planning.

     Delivery of electricity is dependent on the overall reliability of the
electric grid.  PP&L is cooperating and coordinating with the NERC and the PJM
Interconnection regarding Year 2000 remediation efforts.

     PP&L's power plant and electricity delivery systems are ready for the Year
2000.  PP&L has completed testing all electricity generation and delivery
systems.  This testing has determined that the equipment necessary for the
delivery of safe and reliable electricity to customers is ready for the turnover
to the Year 2000.

     .    The inventory and assessment steps have addressed computer system;
          embedded systems at power plants; equipment involved in the
          transmission and distribution of electricity on various grids,
          including substations; security systems; environmental monitoring
          equipment; elevators; and other areas. (Embedded systems are one or
          more integral computer chips containing a calendar/clock function.)

     .    In addition, PP&L has a team of employees from departments throughout
          the company that is reviewing the equipment and systems within their
          departments to ensure that they are either "compliant" or "ready" for
          the Year 2000.

     .    The company has also contacted appropriate vendors to ensure they are
          aware of the Year 2000 issues, and that they are taking appropriate
          steps to deal with those issues.

     .    PP&L also has tested appropriate systems to make sure they can
          continue operating on January 1, 2000, and beyond. The testing on the
          major systems, those involved in the production of power and its
          delivery, has been completed.

     It is anticipated that all systems will be Year 2000 ready by November 30,
1999. Year 2000 compliant means computer systems or equipment with date-
sensitive chips will accurately process date and time data. Year 2000 ready
means that the computer systems or equipment with date-

                                       40
<PAGE>

sensitive chips can be used on January 1, 2000 and beyond, but are not fully
Year 2000 compliant.

     For many years, PP&L has had basic contingency plans in place to address
issues such as blackouts on the electrical grid, cold starts of generating
facilities and disaster recovery procedures for the computing environment. PP&L
recognized that additional contingency plans were necessary and, as part of the
seven-step remediation process, developed additional contingency plans.

     The additional plans that have been developed address loss of
telecommunications, loss of off-site power to various generating stations,
degradation of emergency planning capabilities, running out of consumables,
electrical system disturbance or failure, power plant control system failures,
fuel delivery problems, problems with various relays or programming logic
control, and staffing concerns. PP&L has completed the development of these
contingency plans.

     In May 1998, the NRC issued a notification requirement under which nuclear
utilities are required to inform the NRC, in writing, that they are working to
solve the Year 2000 computer problem. In addition, nuclear utilities had until
July 1, 1999 to inform the NRC that their computers are Year 2000 ready or to
submit a status report summarizing the ongoing work.  On July 1, 1999, PP&L
filed its written response with the NRC, stating that PP&L's nuclear power plant
is Year 2000 ready.

     In February 1999, an independent assessment of the Year 2000 Program
Readiness Plan for PP&L's nuclear department was performed with no significant
adverse findings identified. The results of that assessment were incorporated
into the overall Year 2000 Program Readiness Plan for PP&L's nuclear department.
In May 1999, the NRC conducted an audit of PP&L's nuclear-related Year 2000
compliance activities. This audit was observed by the PUC. There were no adverse
findings identified as a result of the audit.

     In July 1998, the PUC initiated a non-adversarial investigation to be
conducted by the Office of Administrative Law Judge to accurately assess any and
all steps taken and proposed to be taken to resolve the Year 2000 compliance
issue by all jurisdictional fixed utilities and mission-critical service
providers such as the PJM.  The PUC required all jurisdictional utilities to
file a written response to a list of questions concerning Year 2000 compliance
and, if mission-critical systems cannot be made Year 2000 compliant on or before
March 31, 1999, to file a detailed contingency plan by that date. PP&L filed its
written response to the PUC questions in August 1998 and in November 1998
submitted testimony to the PUC that PP&L would have its mission-critical systems
Year 2000 ready by July 1, 1999, and all systems ready by November 30, 1999. On
March 31, 1999, PP&L filed its contingency plans with the PUC and will continue
to update these plans on an ongoing basis. On July 1, 1999, PP&L informed the
PUC that all of the systems that support the generation and delivery of
electricity are Year 2000 ready. PP&L also filed its updated Year 2000
contingency plans with the PUC.

                                       41
<PAGE>

     In early March 1999, the PUC conducted an audit of PP&L's Year 2000
compliance activities. In conjunction with this audit, PP&L submitted to the PUC
an update to its November 1998 testimony. On March 26, 1999, PP&L filed its Year
2000 testing schedule with the PUC; meanwhile, the PUC staff has been on-site
observing some of the testing being performed.

     PP&L, along with utilities throughout the country, participated in an
emergency exercise that simulated the loss of normal communications on the power
grid as a result of Year 2000 computer problems. The results of this exercise
demonstrated that all backup communication systems operated properly.

     An internal audit performed during the first quarter of 1999 evaluated the
approaches used by each business entity within PP&L to address Year 2000 issues.
This review indicated that some improvements were required by certain business
entities to improve their Year 2000 efforts to ensure that all mission-critical
systems are either Year 2000 compliant or Year 2000 ready by July 1, 1999. The
audit recommendations were incorporated into the respective business entities'
Year 2000 remediation efforts.

     As of October 1, 1999, PP&L is more than 98% complete in addressing the
Year 2000 issue.  PP&L has achieved the following completion percentages on the
seven steps referenced above for Year 2000 compliance: awareness, 98%;
inventory, 100%; assessment, 99%; remediation, 98%; testing, 99%;
implementation, 97%; and additional contingency plans, beyond the basic plans
referenced above, 85%. The preceding percentages are for all of PP&L's computer
systems, including components of the computer systems that are mission-critical.

     Third-party relationships are very important to the continued operations of
PP&L. These third-party relationships are the means to acquire equipment,
services, consumables and fuel that are needed to keep the generating and
transmission and distribution facilities running smoothly. PP&L began addressing
third-party relationships with respect to the Year 2000 issue during the fourth
quarter of 1998 by identifying the suppliers that are important to PP&L's day-
to-day operations. PP&L identified approximately 400 of these suppliers. An
introductory letter, as well as two follow-up letters, were mailed to the
suppliers asking for their Year 2000 compliance status. Approximately 96% of all
vendors have responded to date, with 99% of their responses being favorable. All
of the mission-critical vendors have provided favorable responses. PP&L is
responding to those suppliers whose Year 2000 compliance status does not meet
PP&L's expectations.

     PP&L has participated in several Year 2000 tests with the PJM.  The first
test with the PJM focused on basic data communications.  The second test with
the PJM was done in conjunction with NERC on April 9, 1999, and focused on
redundant communications.  The third test focused on system interfaces.  PP&L
also participated with the PJM in a NERC-sponsored Year 2000 test on September
8, 1999, which was a full simulation of generation,

                                       42
<PAGE>

transmission and distribution operational plans. The results indicated that
these systems were Year 2000 ready.

     In October 1999, Penn Fuel Gas also announced that its systems used in the
distribution of natural gas and propane to its customers are ready for the year
2000.  Penn Fuel Gas's Year 2000 Project included its subsidiaries PFG Gas Inc.
and North Penn Gas Company.

     Based upon present assessments, PP&L estimates that it will incur
approximately $13.5 million in Year 2000 remediation costs. Through September
30, 1999, PP&L had spent approximately $12.3 million in remediation costs, which
included assistance from outside consultants. These costs are being expensed as
incurred.

     With respect to PP&L Global's Emel-related investments, an assessment has
been made of the Chilean and Bolivian companies, and they are taking appropriate
steps to ensure Year 2000 Readiness by year-end. An assessment of Year 2000
Readiness is ongoing in El Salvador.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
-------------------------------------------------------------------

     Reference is made to "Quantitative and Qualitative Disclosures About Market
Risk," in Management's Discussion and Analysis of Financial Condition and
Results of Operations, and Note 8 to the Financial Statements.

                                       43
<PAGE>

                           PP&L RESOURCES, INC. AND
                           ------------------------
                          PP&L, INC. AND SUBSIDIARIES
                          ---------------------------

PART II.   OTHER INFORMATION

Item 1.  Legal Proceedings
--------------------------

Reference is made to "Increasing Competition" for information regarding pending
FERC proceedings.

Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------

     (a)  Exhibits
            12 - Computation of Ratio of Earnings to Fixed Charges
            27 - Financial Data Schedule

     (b)  Reports on Form 8-K

     Report dated July 27, 1999
     --------------------------

     Item 5.  Other Events

          Information regarding PP&L's cash tender offers for any and all of
     approximately $1.66 billion of 11 different series of its first mortgage
     bonds.

     Report dated August 10, 1999
     ----------------------------

     Item 5.  Other Events

          Information regarding the expiration of PP&L's cash tender offers for
     any and all of approximately $1.66 billion of 11 different series of its
     first mortgage bonds.

     Report dated August 31, 1999
     ----------------------------

     Item 5.  Other Events

          Information regarding PP&L Global's acquisition of approximately 2.7
     million additional shares of the Chilean electricity distribution company
     Empresas Emel S.A. The transaction brings PP&L Global's ownership of Emel
     to 85.4 percent.

     Report dated September 24, 1999
     -------------------------------

     Item 5.  Other Events

          Information regarding the approval by the Board of Directors of PP&L
     Resources, Inc. and PP&L, Inc. to initiate a corporate realignment.

     Report dated September 30, 1999
     -------------------------------

     Item 5.  Other Events

          Information regarding SWEB's settlement on the sale of its electricity
     supply business to London Electricity for 160 million pounds (about $264
     million).

                                      44
<PAGE>

GLOSSARY OF TERMS AND ABBREVIATIONS

Atlantic - Atlantic City Electric Company.

Bangor Hydro - Bangor Hydro-Electric Company.

Burns Mechanical - Burns Mechanical, Inc., a PP&L Spectrum unregulated
subsidiary specializing in mechanical contracting and engineering.

Clean Air Act - (Federal Clean Air Act Amendments of 1990) legislation enacted
to address environmental issues including acid rain, ozone and toxic air
emissions.

CTC - competitive transition charge on customer bills to recover allowable
transition costs under the Customer Choice Act.

Customer Choice Act - (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.

DelSur - Distribuidora Electricidad del Sur S.A., an electric distribution
company in El Salvador, a majority of which is owned by EC.

DEP - Pennsylvania Department of Environmental Protection.

District Court - United States District Court for the Eastern District of
Pennsylvania.

DRIP - (Dividend Reinvestment Plan) program available to shareowners of PP&L
Resources' common stock and PP&L preferred stock to reinvest dividends in PP&L
Resources' common stock instead of receiving dividend checks.

DVY - DVY, Incorporated, a mechanical contractor and engineering firm acquired
by Burns Mechanical in October 1999.

EC - Electricidad de Centroamerica, S.A. de C.V, an ElSalvadoran holding company
and the majority owner of Del Sur.  EC is jointly owned by PP&L Global and Emel.

ECR - (Energy Cost Rate) a tariff applied to PUC-jurisdictional customers to
recover fuel and other energy costs.  Effective January 1997, energy costs were
rolled into base rates.

EGS - electric generation supplier.

EITF - (Emerging Issues Task Force) an organization that aids the FASB in
identifying emerging issues that may require FASB action.

Emel - Empresas Emel, S.A., a Chilean electric distribution holding company.

Energy Marketing Center - organization within PP&L responsible for marketing and
trading wholesale energy.

EPA - Environmental Protection Agency.

EPS - Earnings per share.

FASB - (Financial Accounting Standards Board) a rulemaking organization that
establishes financial accounting and reporting standards.

FGD - flue gas desulfurization equipment installed at coal-fired power plants to
reduce sulfur dioxide emissions.

FERC - (Federal Energy Regulatory Commission) federal agency that regulates
interstate transmission and sale of electricity and related matters.

H.T. Lyons - H.T. Lyons, Inc., a PP&L Resources unregulated subsidiary
specializing in mechanical contracting and engineering.

ISO - Independent System Operator.

ITC - intangible transition charge on customer bills to recover intangible
transition costs associated with securitizing stranded costs under the Customer
Choice Act.

ITP - intangible transition property created under the Customer Choice Act,
which represents the right to recover intangible transition costs, through the
ITC.

JCP&L - Jersey Central Power & Light Company.

LIBOR - London Interbank Offering Rate.

McCarl's - McCarl's Inc., a PP&L Resources unregulated subsidiary specializing
in mechanical contracting.

McClure - McClure Company, a PP&L Resources unregulated subsidiary specializing
in mechanical contracting and engineering.

NERC - North American Electric Reliability Council.

                                       45
<PAGE>

NOx - nitrogen oxide.

NPDES - National Pollutant Discharge Elimination System.

NRC - (Nuclear Regulatory Commission) federal agency that regulates operation of
nuclear power facilities.

NUG - (Non-Utility Generator) generating plants not owned by regulated
utilities.  If the NUG meets certain criteria, its electrical output must be
purchased by public utilities as required by PURPA.

PCB - (Polychlorinated Biphenyl) additive to oil used in certain electrical
equipment up to the late-1970s.  Now classified as a hazardous chemical.

PECO - PECO Energy Company.

Penn Fuel Gas - Penn Fuel Gas, Inc., a PP&L Resources regulated subsidiary
specializing in natural gas distribution, transmission and storage services, and
the sale of propane.

PJM - (PJM Interconnection, LLC) operates the electric transmission network and
electric energy market in the mid-Atlantic region of the U.S.

PP&L - PP&L, Inc.

PP&L Capital Funding Trust I - a Delaware statutory business trust created to
issue Preferred Securities and Common Trust Securities.

PP&L Capital Funding - PP&L Capital Funding, Inc., PP&L Resources' financing
subsidiary.

PP&L EnergyPlus - Refers to PP&L, Inc. d/b/a PP&L EnergyPlus, and PP&L
EnergyPlus Co., LLC, a PP&L, Inc. unregulated subsidiary which is involved in
retail electric generating supply.  During 1998, PP&L, Inc. d/b/a PP&L
EnergyPlus provided retail electric generating supply in the Pennsylvania retail
pilot program.  As a result of the PUC restructuring settlement, PP&L EnergyPlus
became a separate subsidiary of PP&L, Inc. in September 1998.  As of January
1999, PP&L EnergyPlus Co. is providing retail electric generating supply to
customers throughout Pennsylvania.

PP&L Global  - PP&L Global, Inc., a PP&L Resources unregulated subsidiary which
invests in and develops world-wide power projects.

PP&L Resources - PP&L Resources, Inc., the parent holding company of PP&L, PP&L
Global and other subsidiaries.

PP&L Spectrum - PP&L Spectrum, Inc., a PP&L Resources unregulated subsidiary
which offers energy-related products and services.

PP&L Transition Bond Company - PP&L Transition Bond Company LLC, a wholly-owned
subsidiary of PP&L, Inc. which was formed to issue transition bonds under the
Customer Choice Act.

PUC - (Pennsylvania Public Utility Commission) state agency that regulates
certain ratemaking, services, accounting, and operations of Pennsylvania
utilities.

PUC Final Order - Final order issued by the PUC on August 27, 1998, approving
the settlement of PP&L, Inc.'s restructuring proceeding.

PURPA - (Public Utility Regulatory Policies Act of 1978) legislation passed by
Congress to encourage energy conservation, efficient use of resources, and
equitable rates.

SEC - Securities and Exchange Commission.

SO2 - Sulfur dioxide.

SFAS - (Statement of Financial Accounting Standards) accounting and financial
reporting rules issued by the FASB.

Superfund - federal and state legislation that addresses remediation of
contaminated sites.

SWEB - South Western Electricity plc, a British regional electric utility
company.

UGI - UGI Corporation.

U.K. - United Kingdom.

Western Mass. Holdings - Western Massachusetts Holdings, Inc., a PP&L Resources
unregulated subsidiary specializing in mechanical contracting and engineering.

WPD - Western Power Distribution, the new name for SWEB's remaining power
distribution business.

Year 2000 - A set of date-related problems that may be experienced by software
systems or applications.

                                       46
<PAGE>

                                  SIGNATURES
                                  ----------

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized. The signature for each undersigned
company shall be deemed to relate only to matters having reference to such
company or its subsidiaries.

                                  PP&L Resources, Inc.
                                  --------------------
                                     (Registrant)

                                  PP&L, Inc.
                                  ----------
                                     (Registrant)



Date:  November 12, 1999                    /s/ John R. Biggar
                                  ----------------------------------------
                                                John R. Biggar
                                          Senior Vice President and
                                           Chief Financial Officer
                                   (PP&L Resources, Inc. and PP&L, Inc.)


                                         /s/ Joseph J. McCabe
                                  ----------------------------------------
                                             Joseph J. McCabe
                                         Vice President & Controller
                                    (PP&L Resources, Inc. and PP&L, Inc.)


                                      47