Kentucky Public Service Commission

Order Entered: 1. This case is reopened. 2. Divesting Parties' motion for clarification is granted. 3. Finding paragraph 3 of the March 13, 2019 Order is amended to read: Aqua America, PNG, and Delta have agreed to be bound by respective commitments made during the course of this proceeding. 4. All other provisions of the Commission's March 13, 2019 Order that are not in conflict with the terms of this Order shall remain in effect. 5. This case is closed and removed from the Commission's docket.

Motion for Clarification

Monica H. Braun Delta Natural Gas Company, Inc.

Final Order Entered: 1. Joint Applicants' request for approval of the acquisition as set forth in the joint Application is granted. 2. Within five days of consummation of the acquisition, Aqua America shall file a written notice setting forth the date of acquisition. 3. Within 20 days of the consummation of the acquisition, Aqua America shall file the journal entries it proposes to record the acquisition. The acquisition shall be recorded in accordance with the Uniform System of Accounts. 4. Any document filed in the future pursuant to ordering paragraphs 2 and 3 shall reference this case number and shall be retained in the post-case correspondence file. 5. This case is closed and removed from the Commission's docket.

Aqua America, Inc.s Post-Hearing Brief

Allison L. Brown Aqua America, Inc.

Post-Hearing Brief

Monica H. Braun Delta Natural Gas Company, Inc. and Its Affiliates

Order Entered: 1 . Aqua America's petition for confidential treatment of its response to the Attorney General's Post-Hearing Request, Item 2 is granted. 2. The designated materials shall not be placed in the public record or made available for public inspection for five years, or 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. Aqua America 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, Aqua America shall have 30 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 Aqua America 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 the requested material available for inspection for 30 days following an Order finding that the material no longer qualifies for confidential treatment in order to allow Aqua America to seek a remedy afforded by law.

OAG Final Comments

LW Cook Office of the Attorney General

Supplement to Joint Applicants Responses to the Attorney Generals Post-Hearing Data Requests Dated February 18, 2019.

Allison L. Brown Aqua America, Inc.

20190226_PSC Notice of Filing.pdf

Responses to Post-Hearing Data Requests from Commission Staff and Attorney General.

Allison L. Brown Aqua America, Inc., SteelRiver Infrastructure Investment Fund North America LP, SteelRiver LDC Investments LP, LDC Parent LLC, L

Attorney Generals Post-Hearing Data Requests

LW Cook Office of the Attorney General

Order Entered: 1 . Post-hearing data requests shall be filed in the record on or before February 18, 2019. 2. Responses to post-hearing data requests shall be filed in the record on or before February 25, 2019. 3. The parties shall file simultaneous post-hearing briefs on or before March 5, 2019. 4. This case shall stand submitted for decision by the Commission effective 12:01 a.m., Eastern Standard Time, on March 6, 2019.

Data Request

Order Entered: 1. Aqua America's December 17, 2018, January 7, 2019, and February 7, 2019 petitions for confidential treatment are granted. 2. The designated material in the December 17, 2018 and January 7, 2019 petitions shall not be placed in the public record or made available for public inspection for five years, or until further Order of this Commission. 3. The designated material in the February 7, 2019 petition shall not be placed in the public record or made available for public inspection for an indefinite period, or until further Order of this Commission. 4. Use of the material in question in any Commission proceeding shall be in compliance with 807 KAR 5:001, Section 13(9). 5. Aqua America shall inform the Commission if the material in question becomes publicly available or no longer qualifies for confidential treatment. 6. 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, Aqua America shall have 30 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 Aqua America is unable to make such demonstration, the requested material shall be made available for inspection. Otherwise, the Commission shall deny the request for inspection.

Proof of Publishing Notice of Hearing

Monica H. Braun Joint Applicants

Motion for Confidential Treatment

Allison L. Brown Aqua America, Inc.

Order Entered: 1. Joint Applicant's petition for confidential protection for the application, Exhibit C-CONF is granted. 2. The designated materials shall not be placed in the public record or made available for public inspection for five years, or 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. Joint Applicants 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, Joint Applicants shall have 30 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 Joint Applicants are 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 the requested material available for inspection for 30 days following an Order finding that the material no longer qualifies for confidential treatment in order to allow Joint Applicants to seek a remedy afforded by law.

Publication of Hearing Request

Monica H. Braun Joint Applicants

Joint Applicants Response to Supplemental Data Requests.

Allison L. Brown Aqua America, Inc., SteelRiver Infrastructure Fund North America LP, SteelRiver LDC Investments LP, LDC Parent LLC, LDC Funding

Attorney Generals Supplemental Data Requests

LW Cook Office of the Attorney General

Data Request

Joint Applicants Response to Initial Data Requests

Allison L. Brown Aqua America, Inc., SteelRiver Infrastructure Investment Fund North America LP, SteelRiver LDC Investments LP, LDC Parent LLC, L

Order Entered: 1. A hearing in this matter shall be held on Thursday, February 14, 2019, at 9:00 a.m., Eastern Daylight Time, at the offices of the Public Service Commission at 211 Sower Boulevard, Frankfort, Kentucky. 2. Aqua America, Inc., Steelriver Infrastructure Fund North America, LP, Steelriver LDC Investments, LP, LDC Parent, LLC, LDC Funding, LLC, LDC Holdings, LLC, PNG Companies, LLC, Peoples Gas KY, LLC, and Delta Natural Gas Company, Inc. (collectively, Joint Applicants), shall give notice of the hearing in compliance with 807 KAR 5:001, Section 9(2)(b). In addition, the notice of hearing shall include the following statement: "This hearing will be streamed live and may be viewed on the PSC website, psc.ky.gov." At the time the notice is mailed or publication is requested, Joint Applicants shall forward a duplicate of the notice and request to the Commission. 3. Pursuant to KRS 278.360 and 807 KAR 5:001, Section 9(9), a digital video transcript shall be made of the hearing.

Attorney Generals Initial Data Requests

LW Cook Office of the Attorney General

Data Request

Order Entered: 1. This case shall be continued for 60 additional days, up to and including March 20, 2019. 2. The procedural schedule set forth in the Appendix to this Order shall be followed. 3. a. Responses to requests for information shall be appropriately bound, tabbed, and indexed, with the original in paper medium and an electronic version to the Commission. Electronic documents shall be in portable document format (PDF), shall be searchable, and shall be appropriately bookmarked. Each response shall include the name of the witness responsible for responding to the questions related to the information provided. 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. A 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 requested information, party shall provide a written explanation of specific grounds for its failure to completely and precisely respond.

Attorney Generals Notice of Waiver of Service by U.S. Mail

LW Cook Office of the Attorney General

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. 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.

Attorney Generals Motion to Intervene

LW Cook Office of the Attorney General

20181126_PSC No Deficiency Letter.pdf

Joint Application and Motion for Confidential Treatment

Allison L. Brown Aqua America, Inc.

20181108_PSC Acknowledgment Letter.pdf

Aqua America, Inc. Notice of Intent to File Application for Approval of Transfer of Control of Peoples Natural Gas Company, LLC, Peoples Gas Company, LLC and Delta Natural Gas Company, Inc. Using Electronic Filing Procedures

20181105_PSC Acknowledgment Letter.pdf

Aqua America, Inc. Notice of Intent to File an Application for Approval of Transfer of Control of Peoples Natural Gas Company, LLC, Peoples Gas Company, LLC, and Delta Natural Gas Company, Inc.