Kentucky Public Service Commission

Order Entered: 1. PPL's March 29, 2018 petition for confidential protection is granted. 2. The designated materials shall not be placed in the public record or made available for public inspection for an indefinite period, or until further Orders of this Commission. 3. Use of the designated materials in any Commission proceeding shall be in compliance with 807 KAR 5:001, Section 13(9). 4. PPL shall inform the Commission if the designated materials become publicly available or no longer qualify for confidential treatment. 5. If a non-party to this proceeding requests to inspect the designated materials granted confidential treatment by this Order and the period during which the materials have been granted confidential treatment has not expired, PPL shall have 30 days from receipt of written notice of the request to demonstrate that the materials still fall within the exclusions from disclosure requirements established in KRS 61.878. If PPL is unable to make such demonstration, the requested materials shall be made available for inspection. Otherwise, the Commission shall deny the request for inspection. 6. The Commission shall not make the designated materials available for inspection for 30 days following an Order finding that the materials no longer qualify for confidential treatment in order to allow PPL to seek a remedy afforded by law.

Final Order Entered: 1. The proposed corporate reorganization that will result in the indirect acquisition of control of the Utilities by NEWC01 and NEWC02, as described in the Joint Application, is approved. 2. The Joint Applicants shall notify the Commission in writing within seven days of the reorganization being completed. If it has not been completed within six months of the date of this Order, the Joint Applicants shall provide a written status report to the Commission every 30 days thereafter. 3. LG&E and KU shall develop an internal study analyzing the costs and benefits associated with a potential merger of the two utilities as described herein. This study shall be filed on or before September 30, 2018, or in conjunction with LG&E and KU's next base rate application, whichever is earlier. 4. Any documents filed pursuant to ordering paragraph No. 2 of this Order shall reference the number of this case and shall be retained in the Utilities' general correspondence files. To the extent that the internal study referenced in ordering paragraph No. 3 of this Order is filed on or before September 30, 2018, the study shall be retained in the Utilities' general correspondence files. 5. Any material revision to the proposed reorganization shall require approval by the Commission in order for the amendment to be effective.

Responses of PPL Corporation, PPL Subidiary Holdings, LLC, PPL Energy Holdings, LLC, LGE and KU Energy LLC, Louisville Gas and Electric Company, and Kentucky Utilities Company to the Commission Staffs Post-Hearing Request for Information

Rick E. Lovekamp Louisville Gas and Electric Company and Kentucky Utilities Company

20180328_PSC Notice of Filing.pdf

Data Request

Order Entered: 1. Joint Applicants' motion to clarify is granted. 2. The February 22, 2018 Order is clarified to the extent that the scope of the formal hearing scheduled for March 20, 2018, will primarily focus on LG&E and KU's corporate governance as it relates to identifying areas of efficiencies from a combined LG&E and KU entity.

Direct Testimony of Kent W. Blake on behalf of LGE and KU

Kendrick R. Riggs of Stoll Keenon Ogden PLLC Louisville Gas and Electric Company and Kentucky Utilities Company

Motion of Joint Applicants for Clarification

Kendrick R. Riggs of Stoll Keenon Ogden PLLC Joint Applicants

Order Entered: 1. Joint Applicants shall file on or before March 13, 2018, testimony addressing in detail the costs and benefits associated with any potential merger of LG&E and KU, including whether there have been any formal or informal studies or evaluations conducted to assess the merits of a merger. 2. A hearing in this matter shall be held on March 20, 2018, at 9:00 a.m., Eastern Daylight Time, at the offices of the Public Service Commission at 211 Sower Boulevard, Frankfort, Kentucky. 3. Pursuant to KRS 278.360 and 807 KAR 5:001 , Section 9(9), a digital video transcript shall be made of the hearing.

KIUCs letter filing in response to January 8, 2018 letter submitted by counsel for the Joint Applicants.

Michael L. Kurtz, Esq. Kentucky Industrial Utility Customers

Letter requesting submission of case

Kendrick R. Riggs of Stoll Keenon Ogden PLLC Kentucky Utilities Company and Louisville Gas and Electric Company

Responses of PPL Corporation, PPL Subidiary Holdings, LLC, PPL Energy Holdings, LLC, LGE and KU Energy LLC, Louisville Gas and Electric Company, and Kentucky Utilities Company to the Attorney General of the Commonwealth of Kentuckys Supplemental Data Reque

Rick E. Lovekamp Louisville Gas and Electric Company and Kentucky Utilities Company

Attorney Generals Supplemental Data Requests

Kent A Chandler Kentucky Office of the Attorney General

Responses of PPL Corporation, PPL Subidiary Holdings, LLC, PPL Energy Holdings, LLC, LGE and KU Energy LLC, Louisville Gas and Electric Company, and Kentucky Utilities Company to the Attorney General of the Commonwealth of Kentuckys Initial Data Request

Rick E. Lovekamp Louisville Gas and Electric Company and Kentucky Utilities Company

Responses of PPL Corporation, PPL Subidiary Holdings, LLC, PPL Energy Holdings, LLC, LGE and KU Energy LLC, Louisville Gas and Electric Company, and Kentucky Utilities Company to the Commission Staffs First Request for Information

Rick E. Lovekamp Louisville Gas and Electric Company and Kentucky Utilities Company

Attorney Generals Initial Data Requests

LW Cook OAG

Data Request

KIUCs Written Statement in Response to Commissions Order of Procedure

Michael L. Kurtz Kentucky Industrial Utility Customers, Inc. (KIUC)

Order Entered: 1. The motion of the Attorney General to intervene is granted. 2. The Attorney General 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. The Attorney General shall comply with all provisions of the Commission's regulations, 807 KAR 5:001, Section 8, related to the service and electronic filing of documents. 4. The Attorney General shall adhere to the procedural schedule set forth in the Commission's October 31, 201 7 Order and as amended by subsequent Orders. 5. Pursuant to 807 KAR 5:001, Section 8(9), within seven days of entry of this Order, the Attorney General shall file a written statement with the Commission that: a. Certifies that it, or its agent, possesses the facilities to receive electronic transmissions; and b. Sets forth the electronic mail address to which all electronic notices and messages related to this proceeding should be served.

Order Entered: 1. The motion of KIUC to intervene is granted. 2. KIUC 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. KIUC shall comply with all provisions of the Commission's regulations, 807 KAR 5:001, Section 8, related to the service and electronic filing of documents. 4. KIUC shall adhere to the procedural schedule set forth in the Commission's October 31, 2017 Order and as amended by subsequent Orders. 5. Pursuant to 807 KAR 5:001, Section 8(9), within seven days of entry of this Order, KIUC shall file a written statement with the Commission that: a. Certifies that it, or its agent, possesses the facilities to receive electronic transmissions; and b. Sets forth the electronic mail address to which all electronic notices and messages related to this proceeding should be served.

OAG Motion to Intervene

LW Cook Office of the Attorney General

Order Entered: 1. The procedural schedule set forth in the Appendix, which is attached hereto and incorporated herein, shall be followed. 2. 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 questions related to the information provided, with an original and six copies in paper medium and an electronic version to the Commission. b. Each response shall be answered under oath or, for representatives of a public or private corporation or a partnership or an association or a governmental agency, be accompanied by a signed certification of the preparer or person supervising the preparation of the response on behalf of the entity that the response is true and accurate to the best of that person's knowledge, information, and belief formed after a reasonable inquiry. c. Any party shall make timely amendment to any prior response if it obtains information which indicates that the response was incorrect when made or, though correct when made, is now incorrect in any material respect. d. For any request to which a party fails or refuses to furnish all or part of the requested information, that party shall provide a written explanation of the specific grounds for its failure to completely and precisely respond.

Order Entered: 1. Joint Applicants' motion for use of electronic filing procedures is granted. 2. The electronic filing procedures set forth in 807 KAR 5:001, Section 8, shall be used in the processing of this matter.

Kentucky Industrial Utility Customers, Inc. Motion to Intervene

20171023_PSC No Deficiency Letter.pdf

20171017_PSC Acknowledgement Letter.pdf

Joint Application of PPL Corporation, PPL Subsidiary Holdings, LLC, PPL Energy Holdings, LLC, LGE and KU Energy LLC, Louisville Gas and Electric Company and Kentucky Utilities Company For Approval of an Indirect Change of Control of Louisville Gas and Elec

Joint Applicants Motion for Use of Electronic Filing Procedures