Kentucky Public Service Commission

Order Entered: 1. Joint Applicants’ motion for rehearing is granted in part and denied in part. 2. The requested modification to Commitment No. 2 is denied. 3. The requested modification to Commitment No. 3 is denied. Commitment No. 3 shall instead be modified to state, Corix US commits that it will not utilize push-down accounting in any manner related to WSCK arising from the transaction contemplated in this case. 4. The requested modification to Commitment No. 6 is granted. 5. The requested modification to Commitment No. 7 is denied. 6. The requested modification to Commitment No. 8 is granted. 7. The requested modification to Commitment No. 12 is granted, with language added by the Commission to read: Corix US commits that the proposed transaction should not result in any writeups, write-offs, or restatements of financial results on WSCK’s books and records. However, if any such writeups, write-offs, or restatements of financial results do occur, and are required to be recorded on WSCK’s books and records pursuant to GAAP, then Corix US and WSCK agree that any writeups, writeoffs, or restatements on WSCK’s books and records would be excluded for rate making purposes. WSCK shall track, and clearly and explicitly provide, all costs related to this condition in all subsequent base rate proceedings. 8. The requested modification to Commitment No. 22 is denied. 9. The requested modification to Commitment No. 24 is granted.

Petition for Modification

M Todd Osterloh Water Service Corporation of Kentucky

Order Entered: 1. Joint Applicants’ motions for confidential treatment are 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 5:001E, Section 13(9). 4. 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. 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, 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. Joint Applicants’ motion for an extension until 10 days after all rights for rehearing under KRS 278.400, an action for review under KRS 278.410, and any appeal under KRS 278.450 or Rule of Appellate Procedure 44 are exhausted, is denied. 2. Joint Applicants are granted an extension of an additional 15 days, or until April 18, 2023, for the Chief Executive Officer of each Joint Applicant to provide a written acknowledgment accepting and agreeing to be bound by all regulatory commitments set forth in the Appendix to the Commission’s March 23, 2023 Order. 3. All other provisions of the Commission’s March 23, 2023 Order shall remain in effect.

Motion for Extension

M Todd Osterloh Sturgill, Turner, Barker Moloney

Final Order Entered: 1. Joint Applicants’ request for approval of the acquisition as set forth in the joint Application is approved conditioned on the Chief Executive Officers of Joint Applications filing written acknowledgement accepting and agreeing to be bound by the party-specific commitments enumerated in the Appendix to this Order. 2. Within ten days of service of this Order, the respective Chief Executive Officers of Joint Applicants shall file under oath a written acknowledgement accepting and agreeing to be bound by the party-specific commitments specifically enumerated in the Appendix to this Order. 3. Within five days of consummation of the acquisition, Corix US shall filed a written notice setting forth the date of acquisition. 4. Within 20 days of the consummation of the acquisition, Corix US shall file the journal entries it proposes to record the acquisition. The acquisition shall be recoded in accordance with the Uniform System of Accounts. 5. Any document filed pursuant to ordering paragraphs 3 and 4 shall reference this case number and shall be retained in the post-case correspondence file. 6. This case remains open pending compliance with ordering paragraph 2.

Statement Regarding Hearing

M Todd Osterloh Joint Applicants

Certification of Supplemental Responses

M Todd Osterloh Joint Applicants

Supplemental Response to DR 1-9

M Todd Osterloh Water Service Corporation of Kentucky

Response to Initial Request for Information

M Todd Osterloh Joint Applicants

Data Request

Order Entered: 1. This case is continued for 60 additional days, up to and including March 23, 2023. 2. The procedural schedule set forth in the Appendix to this Order shall be followed. 3. Any party filing a paper with the Commission shall file an electronic copy in accordance with the electronic filing procedures set forth in 807 KAR 5:001, Section 8. Electronic documents shall be in portable document format (PDF), shall be searchable, and shall be appropriately bookmarked.

20221207_PSC No Deficiency Letter.pdf

Application

M Todd Osterloh Joint Applicants

20221114_PSC Acknowledgment Letter.pdf

Water Service Corporation of Kentucky along with Corix Infrastructure (US) Inc. and SW Merger Acquisition Corp. Notice of Intent for Approval of Transfer of Control Using Electronic Filing Procedures