Kentucky Public Service Commission

Order Entered: 1. Kentucky American's petition for confidential protection for the designated information in response to Staff's First Request, Item 1, is granted. 2. The designated information contained in response to Staff's First Request, Item 1, shall not be placed in the public record or made available for public inspection until further Order of this Commission. 3. Use of the material in question in any Commission proceeding shall be in compliance with 807 KAR 5:001, Section 13(9). 4. Kentucky American shall inform the Commission if the material in question becomes publicly available or no longer qualifies for confidential treatment. 5. If a non-party to this proceeding requests to inspect the material granted confidential treatment by this Order and the period during which the material has been granted confidential treatment has not expired, Kentucky American shall have 20 days from receipt of written notice of the request to demonstrate that the material still falls within the exclusions from disclosure requirements established in KRS 61.878. If Kentucky American is unable to make such demonstration, the requested material shall be made available for inspection. Otherwise, the Commission shall deny the request for inspection. 6. The Commission shall not make requested material available for inspection for 20 days following an Order finding the material no longer qualifies for confidential treatment in order to allow Kentucky American to seek a remedy afforded by law.

Final Order Entered: 1. The proposed transfer of ownership and control of the Eastern Rockcastle system pursuant to the terms of the APA is approved, subject to the conditions set forth in ordering paragraphs 2 through 9, as of the date of entry of this Order. 2. The Joint Applicants shall notify the Commission in writing of the closing of the transaction within ten days of the closing. 3. If the transaction does not close within 90 days of the date of entry of this Order, Joint Applicants shall file with the Commission a report on the status of the efforts to complete the transfer. 4. Any material revision to the proposed transaction shall require approval by the Commission in order for the amendment to be effective. 5. Eastern Rockcastle shall continue to operate the water system until the closing of the transaction, at which time Kentucky American will begin operating the system and serving the customers. 6. No later than July 1, 2018, Eastern Rockcastle shall submit its Annual Report for 2017, and the Gross Report for 2017 and 2018 through the date of the transfer. 7. Eastern Rockcastle shall submit the journal entries associated with the transfer of the Eastern Rockcastle water system within 30 days of the date of closing. 8. Kentucky American shall submit the journal entries associated with the transfer of the Eastern Rockcastle water system within 30 days of the date of closing.

Intervenors Response Brief

M. Todd Osterloh James E. Ballinger and Thomas P. Dupree, Jr.

Joint Applicants Reply Brief

Lindsey Ingram KAW

Order Entered: The Commission, on its own motion, HEREBY ORDERS that its December 21 , 2017 Order is amended to provide that simultaneous reply briefs on the issues of whether the proposed transfer will be in accordance with law and consistent with the public interest shall be filed no later than January 5, 2018.

Joint Applicants Brief

Lindsey Ingram Kentucky American Water

Intervenors Brief

M. Todd Osterloh James E. Ballinger and Thompas P. Dupree, Jr.

Order Entered: 1. The Intervenors' Motions are granted. 2. All other provisions of the Commission's October 17, 2017 Order that are not in conflict with this Order are still in place. 3. Nothing contained herein shall prevent the Commission from entering further Orders in this matter.

Intervenors Reply in Support of Motions

M Todd Osterloh

Joint Applicants Response

Lindsey Ingram Kentucky American Water

Statement Regarding Hearing and Motions to Admit Evidence and for Briefing Schedule

M Todd Osterloh

Joints Applicants Statement Regardign Hearing

Lindsey Ingram KAW

KAWs and ERWAs Responses to Information Requests and KAWs Supplemental Response

Lindsey Ingram Kentucky American Water

Intervenors Second Requests for Information

M Todd Osterloh

Data Request

Response to 2

Monica H. Braun Joint Applicants

Cover Letter and Responses 1, 3-27

Monica H. Braun Joint Applicants

Joint Applicants Responses to PSC Staff First Request for Information

Monica H. Braun Joint Applicants

Order Entered: 1. The Intervenors' Motion for Leave is granted. 2. The Joint Motion to Extend the Deadline is granted. 3. All other provisions of the Commission's October 17, 2017 Order that are not in conflict with this Order are still in place. 4. Nothing contained herein shall prevent the Commission from entering further Orders in this matter.

Joint Motion to Extend Deadline

Lindsey Ingram KAW

Order Entered: 1. The motion of Movants to intervene is granted. 2. Movants shall be entitled to the full rights of a party and shall be served with the Commission's Orders and with filed testimony, exhibits, pleadings, correspondence, and all other documents submitted by parties after the date of this Order. 3. Movants shall comply with all provisions of the Commission's regulation, 807 KAR 5:001, Section 8, related to the service and electronic filing of documents. 4. Pursuant to 807 KAR 5:001, Section 8(9), within seven days of entry of the Order, Movants shall file a written statement, with a copy to parties of record, that: a. Certifies that Movants or their agent possess the facilities to receive electronic transmissions; b. Sets forth the electronic mail address to which all electronic notices and messages related to this proceeding should be served.

Intervenors Request for Information

M. Todd Osterloh

Motion for Leave to File Request for Information Out of Time

M. Todd Osterloh

Data Request

Motion to Intervene

M. Todd Osterloh

Order Entered: 1. Joint Applicants' request for approval of the proposed transfer of ownership and control is continued for an additional 60 days from November 20, 2017, to January 19, 2018, pursuant to KRS 278.020(7). 2. The procedural schedule for processing the review of the proposed transfer of ownership and control is attached hereto as an Appendix and shall be followed in this case. 3. Any party filing a paper with the Commission shall file an original and six copies in paper medium, with an electronic version. The original and six copies in paper medium shall be appropriately bound, tabbed, and indexed. 4. All parties shall respond to any interrogatories or requests for production of documents that Commission Staff submits in accordance with the procedural schedule set forth in the Appendix. 5. a. Responses to requests for information in paper medium shall be appropriately bound, tabbed and indexed, and shall include the name of the witness responsible for responding to the questions related to the information provided, with the original and six copies to the Commission.

20170928_PSC No Deficiency Letter.pdf

Joint Application

Lindsey Ingram Kentucky American Water

20170922_PSC Acknowledgement Letter.pdf

Kentucky-American Water Company Notice of Intent to File Application for Transfer of Control and Assets Using the Electronic Filing Procedures