Pennsylvania Public Utility Commission s32

BEFORE THE PENNSYLVANIA PUBLIC UTILITY COMMISSION

Joint Application of PPL Interstate Energy : Company and PPL Electric Utilities Corporation : for All of the Necessary Authority, Approvals, : A-2014-2435752 and Certificates of Public Convenience (1) for : A-2014-2435833 the Transfer of PPL Corporation's Ownership : Interest in PPL Interstate Energy Company to : Talen Energy Corporation, and Certain Post : Closing Transactions Associated therewith; : (2) for the Transfer of Certain Property Interests : Between PPL Electric Utilities Corporation and : PPL Energy Supply, LLC, and its Subsidiaries in : Conjunction with the Transfer of All of the : Interests of PPL Energy Supply, LLC and its : Subsidiaries to Talen Energy Corporation; : (3) for any Modification or Amendment of : Associated Affiliated Interest Agreements; and : (4) for any Other Approvals Necessary to : Complete the Contemplated Transactions :

SCHEDULING ORDER Second Prehearing Order

On July 30, 2014, PPL Interstate Energy Company and PPL Electric Utilities Corporation (PPL or Applicants), filed the instant Joint Application along with Appendices A through O. Pursuant to Secretarial letter dated August 5, 2014, the Applicants published notice of the Application in newspapers having a general circulation in the areas involved, and on August 29, 2014, the Applicants filed Affidavits for Proof of Publication.

On August 16, 2014, notice was published in the Pennsylvania Bulletin, 44 Pa.B. 5547, which included notice of a prehearing conference to be held on September 18, 2014 at 1:30 pm. and setting the deadline for protests and interventions for September 5, 2014. A separate hearing notice was issued on August 25, 2014, containing the same information. On August 29, 2014, I issued a Prehearing Order which set forth some requirements for becoming a party and directing the filing of a prehearing memorandum on or before September 12, 2014. On August 26, 2014, the International Brotherhood of Electrical Workers, Local 1600 (IBEW) filed a petition to intervene.

On August 27, 2014, the Company served direct testimony.

Notice of intervention was filed by the Office of Consumer Advocate (OCA) on September 4, 2014.

A protest was filed by the Office of Small Business Advocate (OSBA) on September 5, 2014. The Allegheny Electric Cooperative, Inc. (AECI) filed a petition to intervene on September 5, 2014.

On or before September 12, 2014, each party filed a prehearing memorandum.

The prehearing conference was held as scheduled on September 18, 2014. The following counsel attended: on behalf of Applicants, David B. MacGregor, Esq., Paul E. Russell, Esq., and Christopher T. Wright, Esq.; on behalf of IBEW, Scott J. Rubin, Esq.; on behalf of OSBA, Steven C. Gray, Esq.; on behalf of OCA, Aron J. Beatty, Esq.; and on behalf of Allegheny Electric Cooperative, Inc., Thomas T. Niesen, Esq. and Charles E. Thomas, III, Esq.

The petitions to intervene were unopposed and will be granted in this Order.

The parties encountered some difficulty in agreeing upon a litigation schedule, as the Applicants are seeking an expedited schedule in order to meet goals for the closing of the underlying deal, and AECI, which claimed partial ownership of the facilities being transferred in the underlying deal but no actual notice of the transactions until notice of this case was published in the Pennsylvania Bulletin. AECI stated that it had to review the deeds appearing in the Appendices to the Application, and that the proposed time was insufficient. AECI asked for 60 days to be added to the proposed schedule. Company counsel protested that the same language appeared in each deed and would take far less time to review than AECI expected, but the result of the discussion was a compromise of a 30 day addition to the proposed schedule. The final

2 schedule is adopted in the ordering paragraphs below. If the parties find that they can proceed more quickly, they are free to request a new, shorter schedule.

In addition, modifications to the Commission's discovery regulations were requested and agreed upon, and they, too, are adopted here.

The Application was filed with highly proprietary material attached, so a protective order is already necessary. The parties stated that there is a proposed order being circulated among the parties and it will be submitted for adoption as soon as possible.

THEREFORE,

IT IS ORDERED:

1. That the petitions to intervene filed by the International Brotherhood of Electrical Workers, Local 1600, and the Allegheny Electric Cooperative, Inc., are granted as unopposed.

2. That the following schedule is adopted:

Settlement conference October 30, 2014 Other parties' direct November 21, 2014 Rebuttal December 4, 2014 Surrebuttal December 12, 2014 Hearings December 18-19, 2014 Main briefs January 9, 2015 Reply briefs January 23, 2015

3. That the Commission’s regulations regarding discovery at 52 Pa. Code § 5.342 are modified as follows:

3 a. Answers to written interrogatories shall be served in-hand within ten (10) calendar days of service. Discovery and discovery-related pleadings propounded after 12:00 noon on a Friday or after 12:00 noon on any business day immediately preceding a state holiday will be deemed served on the next business day for purposes of determining the due date of the responses and responsive pleadings.

b. Objections to interrogatories shall be communicated orally within three (3) business days of service of the interrogatories; unresolved objections shall be served to the ALJ in writing within five (5) business days of service of the interrogatories. Objections to interrogatories served on a Friday shall be communicated orally within four (4) business days, and unresolved objections shall be served to the ALJ in writing within six (6) business days of service of the interrogatories.

c. Motions to dismiss objections and/or direct the answering of interrogatories shall be filed within three (3) business days of service of the written objections.

d. Answers to motions to dismiss objections and/or direct the answering of interrogatories shall be filed within three (3) business days of service of such motions.

e. Responses to requests for document production, entry for inspection, or other purposes must be served in-hand within ten (10) calendar days.

f. Requests for admissions will be deemed admitted unless answered within ten (10) calendar days or objected to within five (5) calendar days of service.

4. One week prior to the start of the evidentiary hearings, the Company shall provide a completed daily witness listing and cross-examination grid to the presiding officer. Parties shall complete the daily witness listing and cross-examination grid as developed by the Company in a cooperative and timely fashion.

4 5. Briefs must comply with 52 Pa. Code §§ 5.501 and 5.502.

Dated: September 22, 2014 ______Susan D. Colwell Administrative Law Judge

5 A-2014-2435752 – JOINT APPLICATION OF PPL INTERSTATE ENERGY COMPANY AND PPL ELECTRIC UTILITIES CORPORATION FOR APPROVAL OF 1) THE TRANSFER OF PPL CORPORATION'S OWNERSHIP INTERESTS IN PPL INTERSTATE ENERGY COMPANY TO TALEN ENERGY CORPORATION AND CERTAIN POST CLOSING TRANSACTIONS ASSOCIATED THEREWITH; 2) FOR THE TRANSFER OF CERTAIN PROPERTY INTERESTS BETWEEN PPL ELECTRIC UTILITIES CORPORATION AND PPL ENERGY SUPPLY, LLC AND ITS SUBSIDIARIES IN CONJUNCTION WITH THE TRANSFER OF ALL OF THE INTERESTS OF PPL ENERGY SUPPLY, LLC, AND IT'S SUBSIDIARIES TO TALEN ENERGY CORPORATION, AND 3) FOR ANY MODIFICATION OR AMENDMENT OF ASSOCIATED AFFILIATED INTEREST AGREEMENTS AND 4) FOR ANY OTHER APPROVALS NECESSARY TO COMPLETE THE CONTEMPLATED TRANSACTIONS.

A-2014-2435833 - JOINT APPLICATION OF PPL INTERSTATE ENERGY COMPANY AND PPL ELECTRIC UTILITIES CORPORATION FOR APPROVAL OF 1) THE TRANSFER OF PPL CORPORATION'S OWNERSHIP INTERESTS IN PPL INTERSTATE ENERGY COMPANY TO TALEN ENERGY CORPORATION AND CERTAIN POST CLOSING TRANSACTIONS ASSOCIATED THEREWITH; 2) FOR THE TRANSFER OF CERTAIN PROPERTY INTERESTS BETWEEN PPL ELECTRIC UTILITIES CORPORATION AND PPL ENERGY SUPPLY, LLC AND ITS SUBSIDIARIES IN CONJUNCTION WITH THE TRANSFER OF ALL OF THE INTERESTS OF PPL ENERGY SUPPLY, LLC, AND IT'S SUBSIDIARIES TO TALEN ENERGY CORPORATION, AND 3) FOR ANY MODIFICATION OR AMENDMENT OF ASSOCIATED AFFILIATED INTEREST AGREEMENTS AND 4) FOR ANY OTHER APPROVALS NECESSARY TO COMPLETE THE CONTEMPLATED TRANSACTIONS. (Revised 9/22/14)

DAVID B MACGREGOR ESQUIRE STEVEN C GRAY ESQUIRE CHRISTOPHER T WRIGHT ESQUIRE OFFICE OF SMALL BUSINESS ADVOCATE POST & SCHELL 300 NORTH SECOND STREET SUITE 1102 17 NORTH SECOND STREET 12TH FLOOR HARRISBURG PA 17101 HARRISBURG PA 17101-1601 717-783-2525 717-731-1970 Accepts e-Service (Wright) CHARLES E THOMAS III ESQUIRE THOMAS T NIESEN ESQUIRE PAUL E RUSSELL ESQUIRE THOMAS NIESEN & THOMAS LLC PPL ELECTRIC UTILITIES CORPORATION 212 LOCUST STREET 2 NORTH NINTH STREET SUITE 600 ALLENTOWN PA 18101 HARRISBURG PA 17101 610-774-4254 717-255-7611 Accepts e-Service Accepts e-Service Representing PPL Services Corporation. Representing Allegheny Electric Cooperative, Inc. SCOTT J RUBIN ESQUIRE LAW OFFICE OF SCOTT J RUBIN ARON J BEATTY ESQUIRE 333 OAK LANE OFFICE OF CONSUMER ADVOCATE BLOOMSBURG PA 17815 5TH FLOOR FORUM PLACE 570-387-1893 555 WALNUT STREET Accepts e-Service HARRISBURG PA 17101-1923 Representing International Brotherhood of 717-783-5048 Electrical Workers, Local 1600.