Kentucky Public Service Commission

Order Entered: 1. Attorney General/KIUC’s motion for rehearing is denied. 2. This case is closed and removed from the Commission’s docket.

Notice

M Todd Osterloh Liberty Utilities Co.

Response to Petition for Rehearing

M Todd Osterloh Joint Applicants

OAG-KIUC Joint Petition for Rehearing

Larry Cook Kentucky Office of the Attorney General

Order Entered: 1. Liberty’s motion for confidential treatment for responses to Staff’s Second-Post Hearing Request is granted in part and denied in part. 2. Liberty’s motion for confidential treatment for its responses to Items 1 and 2(b) of Staff’s Second Post-Hearing Request is granted. 3. Liberty’s motion for confidential treatment for the portion of the organizational chart provided in response to Item 3 of Staff’s Second Post-Hearing Request that details the relationship between Algonquin and Liberty Utilities Finance GP1 is denied. 4. Liberty’s motion for confidential treatment of the remainder of the organization chart provided in response to Item 3 of Staff’s Second Post-Hearing request is granted. 5. The designated material granted confidential treatment by this Order 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. 6. Use of the designated material granted confidential treatment by this Order in any Commission proceeding shall comply with 807 KAR 5:001, Section 13(9). 7. Liberty shall inform the Commission if the designated material granted confidential treatment becomes publicly available or no longer qualifies for confidential treatment.

Final Order Entered: 1. Liberty’s acquisition of Kentucky Power from AEP is approved subject to the modifications set forth in this Order. 2. Kentucky Power shall record a $30 million regulatory liability for increased transmission expenses in 2022 and 2023. 3. Three years of the $15 million annual subsidization of transmission costs is suspended conditioned on the Joint Applicants, including AEP, immediately and actively seeking the best solution for Kentucky Power and its customers regarding Kentucky Power either establishing its own PJM zone, joining another PJM zone, or another solution that results in Kentucky Power and its customers receiving benefits commensurate with its cost of participation. 4. Within five days of the closing of the acquisition, Liberty shall file a written notice setting forth the date of the acquisition. 5. Kentucky Power shall record a $43.561 million regulatory liability for deferred distribution restoration expenses. 6. The $40 million FAC Credit, as modified in the body of this Order, is approved. 7. The BSDR Deferral, as modified in the body of this Order, is approved. 8. Within ten days of receipt of regulatory and judicial decisions on pending applications, Joint Applicants shall file notice of all regulatory and judicial approvals that are pending as of the date of this Order.

20220504_PSC Notice of Filing Hearing Documents - March 29, 2022.pdf

20220504_PSC Notice of Filing Hearing Documents - March 28, 2022.pdf

Joint Applicants’ Supplemental Response to the Attorney General’s Post-Hearing Data Request No. 4.

Lerah M Scott Kentucky Power

Letter regarding not filing Reply brief

M Todd Osterloh Joint Applicants

Sierra Clubs Post-Hearing Brief

Joe Childers Sierra Club

Joint Applicants Response to Intervenors Briefs

M Todd Osterloh Joint Applicants

OAG-KIUC JOINT REPLY BRIEF

Larry Cook Kentucky Office of the Attorney General

Walmart Letter Notice re not filing Response Brief

Carrie H. Grundmann Walmart Inc.

Letter re not filing response brief

Mark David Goss LS Power Development LLC

Response to RFI Issued on April 12, 2022

M Todd Osterloh Liberty Utilities Co.

Joint Applicants’ April 14, 2022 Supplemental Response to Attorney General’s Data Request 1-34 dated January 13, 2022

Lerah M Scott Kentucky Power

Part 2 of 2: Notice of Filing Attachment 1 to Joint Applicants’ Response to Commission Staff’s Post-Hearing Data Request No. 2.

Lerah M Scott Kentucky Power

Part 1 of 2: Notice of Filing Attachment 1 to Joint Applicants’ Response to Commission Staff’s Post-Hearing Data Request No. 2.

Lerah M Scott Kentucky Power

Order Entered: 1. Liberty’s motion for confidential treatment is granted.

Post-Hearing Brief of Walmart Inc.

Carrie H. Grundmann Walmart Inc.

Post-Hearing Brief

M Todd Osterloh Joint Applicants

Joint Applicants’ Notice of Filing of Bridge Power Coordination Agreement and Associated Cover Letter.

Lerah M Scott Kentucky Power

AG-KIUC POST-HEARING BRIEF

Larry Cook Kentucky Office of the Attorney General

Data Request

Post-Hearing Brief

Mark David Goss LS Power Development LLC

American Electric Power Company, Inc. and Kentucky Power Company’s Notice of Filing Unredacted Portions of Seller Disclosure Letter.

Lerah M Scott Kentucky Power

Joint Applicants Responses to RFI

M. Todd Osterloh Joint Applicants

JOINT OAG-KIUC RESPONSE TO POST-HEARING DATA REQUEST OF AEP

Larry Cook Kentucky Office of the Attorney General

Joint Applicants Regular Update on KPSC-02-17

M. Todd Osterloh Joint Applicants

Data Request

Walmart Inc.s Post-Hearing Data Request to Liberty Utilities Company

Carrie H. Grundmann Walmart Inc.

AEP and Kentucky Power Companys post-hearing data request to AG-KIUC

Lerah M Scott Kentucky Power

OAGs POST-HEARING DATA REQUESTS

Larry Cook Kentucky Office of the Attorney General

Post Hearing Data Requests to Liberty Utilities Co.

Mark David Goss LS Power Development LLC

Order Entered: 1. Post-hearing data requests, if any, shall be filed on or before March 31, 2022. 2. Responses to post-hearing data requests shall be filed on or before April 8, 2022. 3. Parties shall file simultaneous memorandum post-hearing briefs on or before April 12, 2022. 4. Kentucky Power Company, Liberty Utilities Company, and American Electric Power Company, Inc. (Joint Applicants) shall file the Bridge Power Coordination Agreement (Bridge PCA) on or before April 12, 2022. 5. Parties shall file simultaneous response briefs on or before April 18, 2022. The Intervenors may address the Bridge PCA in their response briefs. 6. Joint Applicants may file a reply brief on or before April 21, 2022, solely responding to arguments regarding the Bridge PCA. 7. This case shall stand submitted for a decision by the Commission effective 12:01 a.m., Eastern Daylight Time, on April 22, 2022.

ERRATA version of the March 18, 2022 Rebuttal Testimony of Alex E. Vaughan filed on behalf of Kentucky Power Company.

Lerah M Scott Kentucky Power

ERRATA version of the February 21, 2022 Joint Direct Testimony and Exhibits of Stephen J. Baron filed on behalf of the Attorney General and KIUC

Michael L Kurtz Kentucky Industrial Utility Customers (KIUC)

Order Entered: 1. The Joint Applicants’ motion for confidential treatment is granted. 2. The designated material granted confidential treatment by this Order 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. 3. Use of the designated material granted confidential treatment by this Order in any Commission proceeding shall comply with 807 KAR 5:001, Section 13(9).

Order Entered: 1. The Joint Applicants’ motion for confidential treatment is granted. 2. The supplemental response to Attorney General’s First Request Item 49 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. 3. The supplemental response to Staff’s First Request for Information Item 67 shall not be placed in the public record or made available for public inspection for three years or until further Order of this Commission. 4. Use of the designated material granted confidential treatment by this Order in any Commission proceeding shall comply with 807 KAR 5:001, Section 13(9). 5. Joint Applicants shall inform the Commission if the designated material granted confidential treatment by this Order becomes publicly available or no longer qualifies for confidential treatment. 6. If a nonparty 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.

Order Entered: 1. Liberty’s motion for confidential treatment is granted. 2. The designated material granted confidential treatment by this Order 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. 3. Use of the designated material granted confidential treatment by this Order in any Commission proceeding shall comply with 807 KAR 5:001, Section 13(9). 4. Liberty shall inform the Commission if the designated material granted confidential treatment by this Order becomes publicly available or no longer qualifies for confidential treatment. 5. If a nonparty 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, Liberty 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 Liberty 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 from the date of service of an Order finding that the material no longer qualifies for confidential treatment in order to allow Liberty to seek a remedy afforded by law.

Order Entered: Joint Applicants’ motion is denied.

Order Entered: 1. Liberty’s motion for Michael Mosindy to participate virtually in the March 28–29, 2022 hearing is granted. 2. Commission Staff shall contact Liberty with instructions for conducting a test of technology and participating remotely in the hearing.

Amended Witness Assignments

M Todd Osterloh Joint Applicants

Motion

M Todd Osterloh Joint Applicants

Joint Applicants’ notice of filing of proof of publication.

Lerah M Scott Kentucky Power

Joint Applicants’ notice of filing of request for publication of hearing.

Lerah M Scott Kentucky Power

Order Entered: Christen M. Blend, John Crespo, and Hector Garcia Santana are admitted pro hac vice for the purpose of representing Kentucky Power in association with Katie M. Glass and Mark R. Overstreet in the above-styled proceeding, provided that Katie M. Glass, Mark R. Overstreet, or another member of the Kentucky Bar Association acts as co-counsel and is present at all proceedings before this Commission.

Witness List for Hearing

Mark David Goss LS Power Development LLC

Witness List

M Todd Osterloh Joint Applicants

Walmart Inc.s Notice Regarding Order of Witnesses

Carrie H. Grundmann Walmart Inc.

OAG and KIUC JOINT WITNESS LIST

Larry Cook Kentucky Office of the Attorney General

Regular Update to KPSC 2-17

M Todd Osterloh Joint Applicants

Rebuttal Testimony

M Todd Osterloh Joint Applicants

Supplemental Responses to KPSC 2-2 and AG 1-129

M Todd Osterloh Joint Applicants

Responses to Staffs Third Request for Information

M Todd Osterloh Joint Applicants

Supplement to Joint Responses of the Attorney General and KIUC to Data Requests of the KPSC Staff Directed to Witnesses Kollen and Baron

Michael Kurtz Kentucky Industrial Utility Customers and Attorney General

Motion for Witness to Appear Virtually

M Todd Osterloh Liberty Utilities Co.

Order Entered: 1. LS Power’s motion for Thomas Hoatson to participate virtually in the March 28–March 29, 2022 hearing is granted. 2. Commission Staff shall contact participants with instructions for conducting a test of technology and participating remotely in the hearing.

Order Entered: Matthew E. Miller is admitted pro hac vice for the purpose of representing Sierra Club in association with another attorney licensed to practice law in the Commonwealth of Kentucky who has made an entry of appearance in the above-styled proceeding, provided that another member of the Kentucky Bar Association acts as co-counsel and is present at any and all proceedings before this Commission.

Order Entered: 1. Sierra Club’s motion for counsel to participate virtually in the March 28, 2022 through March 29, 2022 hearing is granted. 2. Commission Staff shall contact participants with instructions for conducting a test of technology and participating remotely in the hearing.

Order Entered: 1. The Attorney General’s motion for Lawrence W. Cook to participate virtually in the March 28–March 29, 2022 hearing is granted. 2. Commission Staff shall contact participants with instructions for conducting a test of technology and participating remotely in the hearing.

Order Entered: 1. Liberty’s motion for James W. Gardner to participate virtually in the March 28–March 29, 2022 hearing is granted. 2. Commission Staff shall contact participants with instructions for conducting a test of technology and participating remotely in the hearing.

Order Entered: 1. Kentucky Power’s motion for Chad W. Burnett to participate virtually in the March 28–March 29, 2022 hearing is granted. 2. Commission Staff shall contact participants with instructions for conducting a test of technology and participating remotely in the hearing.

Order Entered: 1. Joint Movants’ motion for confidential treatment for responses to requests for information is granted in part and denied in part. 2. Joint Movants’ motion for confidential treatment for Attachments 1, 2, 3, and 4 to Joint Movants’ responses to Attorney General’s First Request, Item 8, Attachment 1 to Joint Movants’ responses to KIUC First Request for Information, Item 32, and Attachment 1 to the Joint Movants’ responses to KIUC’s First Request, Item 68 is granted. 3. Joint Movants’ motion for confidential treatment for Attachments 1 and 2 to Joint Movants’ responses to Attorney General’s First Request, Item 34 is denied. 4. The designated material granted confidential treatment by this Order 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. 5. Use of the designated material granted confidential treatment by this Order in any Commission proceeding shall comply with 807 KAR 5:001, Section 13(9). 6. Joint Movants shall inform the Commission if the designated material granted confidential treatment becomes publicly available or no longer qualifies for confidential treatment.

JOINT RESPONSES OF ATTORNEY GENERAL AND KENTUCKY INDUSTRIAL UTILITY CUSTOMERS, INC. TO DATA REQUESTS OF COMMISSION STAFF AND JOINT APPLICANTS

Larry Cook Kentucky Office of the Attorney General

Responses to Joint Applicants Data Requests

Mark David Goss LS Power Development LLC

Motion for Witness to Appear Virtually

Mark David Goss LS Power Development LLC

Kentucky Power Company and American Electric Power Company, Inc. filing Motion to Participate Virtually.

Scott E. Bishop Kentucky Power Company

Motion to Participate Virtually

M Todd Osterloh Liberty Utilities Co.

Kentucky Power Company file a Motion to Appear Pro Hac Vice.

Scott E. Bishop Kentucky Power Company

OAG Motion to Allow for Virtual Participation at Hearing

Larry Cook KENTUCKY OFFICE OF THE ATTORNEY GENERAL

Order Entered: 1. Joint Applicants’ motion for confidential treatment for portions of the Seller’s Disclosure Letter is granted in part and denied in part. 2. Joint Applicants’ motion for confidential treatment for Sections 2.4(b), 2.7(c), 2.8(a), 2.8(b), 2.15, 4.1(a), 4.8(b), the information in 4.20(e) but not the title, and 9.2(a) of the Seller’s Disclosure Letter is granted. 3. Joint Applicants’ motion for confidential treatment for Section 2.13(f) and the title of 4.20(e) is denied. 4. The designated material granted confidential treatment in the portion of 2.8(a) regarding the sale of a subsidiary of the Seller’s Disclosure Letter by this Order shall not be placed in the public record or made available for public inspection for one year or until further Order of this Commission. 5. The designated material granted confidential treatment in the portion of 2.4(b) regarding the Big Sandy Firm Transportation Agreement of the Seller’s Disclosure Letter by this Order shall not be placed in the public record of made available for public inspection until September 2022 or until further Order of this Commission. 6. The designated material granted confidential treatment in Section 4.8(b) of the Seller’s Disclosure Letter by this Order shall not be placed in the public record or made available for public inspection until May 2024 or until further Order of this Commission.

Order Entered: 1. Any party requesting for counsel or witnesses to appear virtually shall file a motion with the request on or before March 14, 2022. 2. Any party requesting for counsel to be admitted pro hac vice shall file a motion with the request on or before March 14, 2022. 3. All parties shall submit a list of witnesses expected to testify at the hearing on or before March 21, 2022. 4. The order for witnesses shall be the Joint Applicants, the Attorney General, KICU, Walmart, and LS Power. 5. The order for cross-examination shall be the Attorney General, KIUC, Walmart, LS Power, Sierra Club, and Commission Staff.

Order Entered: An IC is scheduled on March 9, 2022, at 2 p.m. Eastern Standard Time, at the Commission’s offices at 211 Sower Boulevard, Frankfort, Kentucky.

Sierra Clubs Motion to Appear Virtually at Hearing

Joe Childers Sierra Club

Joint Applicants’ Motion for Informal Conference.

Lerah M Scott Kentucky Power

Data Request

Sierra Clubs Motion to Admit Matthew Miller pro hac vice

Joe Childers Sierra Club

Corrected Request for Information to OAG and KIUC

M Todd Osterloh Joint Applicants

Requests for Information

M Todd Osterloh Joint Applicants

Data Request

Updated Response to Staff 2-17

M Todd Osterloh Joint Applicants

Testimony with Verification

Mark David Goss LS Power Development LLC

LS Power Testimony

Mark David Goss LS Power

Direct Testimony and Exhibit of Lisa V. Perry on behalf of Walmart Inc.

Carrie H. Grundmann Walmart Inc.

JOINT DIRECT TESTIMONY OF ATTORNEY GENERAL AND KENTUCKY INDUSTRIAL UTILITY CUSTOMERS

Larry Cook Kentucky Office of the Attorney General

Supplemental Response to AG 2-4b and AG 2-18

M Todd Osterloh Joint Applicants

Supplemental Responses to Initial Requests for Information

M Todd Osterloh Joint Applicants

Motion for Confidential Treatment

M Todd Osterloh Joint Applicants

Responses to Sierra Clubs Supplemental Request for Information

M Todd Osterloh Joint Applicants

Response to KIUCs Second Data Request

M Todd Osterloh Joint Applicants

Response to AGs Second Data Request

M Todd Osterloh Joint Applicants

Responses to Staffs Supplemental Requests for Information

M Todd Osterloh Joint Applicants

Order Entered: Sarah Knowlton and Kenneth Tillotson are admitted pro hac vice for the purpose of representing Liberty in association with James W. Gardner and M. Todd Osterloh in the above-styled proceeding, provided that Mr. Gardner, Mr. Osterloh, or another member of the Kentucky Bar Association acts as co-counsel and is present at any and all proceedings before this Commission.

Motion to Admit Sarah Knowlton and Kenneth Tillotson Pro Hac Vice

M Todd Osterloh Liberty Utilities Co.

Sierra Clubs Supplemental Requests for Information to Liberty Utilities Company

Joe F. Childers Sierra Club

SUPPLEMENTAL DATA REQUESTS OF KENTUCKY INDUSTRIAL CUSTOMERS, INC. (KIUC) TO JOINT APPLICANTS

Michael L Kurtz Kentucky Industrial Utility Customers (KIUC)

OAG SUPPLEMENTAL DATA REQUESTS

Larry Cook KENTUCKY OFFICE OF THE ATTORNEY GENERAL

Post-Intervention Response to Order

Mark David Goss LS Power Development LLC

Data Request

Supplemental Responses to KPSC 1-67 and AG 1-49

M Todd Osterloh Joint Applicants

Order Entered: 1. The motion of LS Power to intervene is granted. 2. LS Power 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, with the exception of confidential materials that are subject to a protective agreement between LS Power and the parties. 3. LS Power 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. LS Power shall adhere to the procedural schedule set forth in the Commission’s January 6, 2022 Order and as amended by subsequent Orders.

Motion for Confidential Treatment

M Todd Osterloh Liberty Utilities Co.

American Electric Power Company, Inc. and Kentucky Power Companys Motion for Confidential Treatment.

Scott E. Bishop Kentucky Power Company

Response to Walmarts Initial Request for Information

M Todd Osterloh Liberty Utilities Co.

Response to KIUCs Initial Data Request

M Todd Osterloh Joint Applicants

Response to Attorney Generals Initial Data Request

M Todd Osterloh Joint Applicants

Response to Commission Staffs First Request for Information

M Todd Osterloh Joint Applicants

Sierra Clubs Post-Intervention Statement

Joe F. Childers Sierra Club

Reply in Support of Motion to Intervene

Mark David Goss LS Power Development LLC

Order Entered: 1. The motion of Walmart to intervene is granted. 2. Walmart 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. Walmart 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. Walmart shall adhere to the procedural schedule set forth in the Commission’s January 6, 2022 Order and as amended by subsequent Orders.

Order Entered: 1. The motion of Sierra Club to intervene is granted. 2. Sierra Club 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. Sierra Club 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. Sierra Club shall adhere to the procedural schedule set forth in the Commission’s January 6, 2022 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, Sierra Club 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.

INITIAL DATA REQUESTS OF KENTUCKY INDUSTRIAL CUSTOMERS, INC. (KIUC) TO JOINT APPLICANTS

Michael L Kurtz Kentucky Industrial Utility Customers (KIUC)

Walmart Inc.s Initial Requests for Information to Liberty Utilities Company

Carrie H. Grundmann Walmart Inc.

OAGs INITIAL DATA REQUESTS

Larry Cook KENTUCKY OFFICE OF THE ATTORNEY GENERAL

Filing Response by Joint Applicants in Opposition to LS Power Development LLCs Motion to Intervene.

Scott E. Bishop Kentucky Power Company

Data Request

Motion to Intervene

Mark David Goss LS Power Development LLC

Motion to Intervene of Walmart Inc.

Carrie H. Grundmann Walmart Inc.

Kentucky Industrial Utility Customers (KIUC) Written Statement

Michael L Kurtz Kentucky Industrial Utility Customers (KIUC)

Notice of OAG and KIUC re Witness Sharing

J. Michael West Office of the Attorney General

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.

Sierra Clubs Motion to Intervene

JOE F CHILDERS Sierra Club

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.

Order Entered: 1. This case shall be continued for 60 additional days, up to and including May 4, 2022. 2. The procedural schedule set forth in the Appendix to this Order shall be followed. 3. A hearing in this matter shall be held on March 28, 2022, at 9 a.m. Eastern Daylight Time, and continuing on March 29, 2022, in the Richard Raff Hearing Room at the offices of the Public Service Commission at 211 Sower Boulevard, Frankfort, Kentucky.

OAG MOTION TO INTERVENE

Larry Cook

MOTION TO INTERVENE OF KENTUCKY INDUSTRIAL CUSTOMERS, INC. (KIUC)

Michael L Kurtz Kentucky Industrial Utility Customers (KIUC)

20220105_PSC No Deficiency Letter.pdf

Joint Application for Authority to Transfer Ownership of Kentucky Power Company to Liberty Utilities Co.

M Todd Osterloh Joint Applicants

20211221_PSC Acknowledgement Letter.pdf

American Electric Power Company, Inc., Kentucky Power Company and Liberty Utilities Co. Notice of Intent to File an Joint Application for Approval of the Transfer of Ownership and Control of Kentucky Power Company Using Electronic Filing Procedures