Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

______________

FORM 10-Q

______________

(Mark one)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2015



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ________

Commission File No. 0-8788

______________

DELTA NATURAL GAS COMPANY, INC.

(Exact name of registrant as specified in its charter)

______________



Kentucky	61-0458329
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)



3617 Lexington Road, Winchester, Kentucky	40391
(Address of principal executive offices)	(Zip code)

859-744-6171

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer ¨	Accelerated filer x
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.

As of September 30, 2015 Delta Natural Gas Company, Inc. had 7,064,932 shares of Common Stock outstanding.

DELTA NATURAL GAS COMPANY, INC.

INDEX TO FORM 10-Q



PART I -	FINANCIAL INFORMATION	3

ITEM 1.	Financial Statements	3

	Condensed Consolidated Statements of Income (Loss) (Unaudited) for the three months ended September 30, 2015 and 2014	3

	Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended September 30, 2015 and 2014	4

	Condensed Consolidated Balance Sheets (Unaudited) as of September 30, 2015 and June 30, 2015	5

	Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited) for the three months ended September 30, 2015 and 2014	7

	Notes to Condensed Consolidated Financial Statements (Unaudited)	8

ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	15

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	19

ITEM 4.	Controls and Procedures	20

PART II -	OTHER INFORMATION	21

ITEM 1.	Legal Proceedings	21

ITEM 1A.	Risk Factors	21

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21

ITEM 3.	Defaults Upon Senior Securities	21

ITEM 4.	Mine Safety Disclosures	21

ITEM 5.	Other Information	21

ITEM 6.	Exhibits	22

	Signatures	23

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

DELTA NATURAL GAS COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(UNAUDITED)



	Three Months Ended
	September 30,
	2015			2014

OPERATING REVENUES
Regulated revenues	$	5,833,925		$	6,143,373
Non-regulated revenues	4,559,498			7,177,932
Total operating revenues	$	10,393,423		$	13,321,305

OPERATING EXPENSES
Regulated purchased natural gas	$	986,623		$	1,496,697
Non-regulated purchased natural gas	3,654,917			5,648,315
Operation and maintenance	3,489,044			3,723,885
Depreciation and amortization	1,642,013			1,505,502
Taxes other than income taxes	753,375			786,845
Total operating expenses	$	10,525,972		$	13,161,244

OPERATING INCOME (LOSS)	$	(132,549	)	$	160,061

OTHER DEDUCTIONS, NET	(79,160		)	(17,455		)

INTEREST CHARGES	641,935			659,608

NET INCOME (LOSS) BEFORE INCOME TAXES	$	(853,644	)	$	(517,002	)

INCOME TAX EXPENSE (BENEFIT)	(329,187		)	(205,877		)

NET INCOME (LOSS)	$	(524,457	)	$	(311,125	)

EARNINGS (LOSS) PER COMMON SHARE (Note 11)
Basic and Diluted	$	(.08	)	$	(.05	)

DIVIDENDS DECLARED PER COMMON SHARE	$	.205		$	.20

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

DELTA NATURAL GAS COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)



	Three Months Ended
	September 30,
	2015			2014

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(524,457	)	$	(311,125	)
Adjustments to reconcile net income (loss) to net cash from operating activities
Depreciation and amortization	1,701,213			1,566,402
Deferred income taxes and investment tax credits	660,622			666,016
Change in cash surrender value of officer's life insurance	22,275			2,886
Share-based compensation	245,987			615,350
Excess tax deficiency from share-based compensation	(7,581		)	(9,574		)
Increase in assets	(4,289,597		)	(4,564,190		)
Decrease in liabilities	(737,332		)	(1,018,637		)

Net cash used in operating activities	$	(2,928,870	)	$	(3,052,872	)

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	$	(2,125,746	)	$	(2,536,904	)
Proceeds from sale of property, plant and equipment	133,571			31,936

Net cash used in investing activities	$	(1,992,175	)	$	(2,504,968	)

CASH FLOWS FROM FINANCING ACTIVITIES
Dividends on common shares	$	(1,453,344	)	$	(1,407,975	)
Issuance of common shares	147,731			132,232
Excess tax benefit from share-based compensation	2,073			18,823
Payment of minimum tax withholdings on share-based compensation	(240,900		)	—

Net cash used in financing activities	$	(1,544,440	)	$	(1,256,920	)

NET DECREASE IN CASH AND CASH EQUIVALENTS	$	(6,465,485	)	$	(6,814,760	)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	16,924,278			13,675,918

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	10,458,793		$	6,861,158

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

DELTA NATURAL GAS COMPANY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)



	September 30,			June 30,
	2015			2015
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	10,458,793		$	16,924,278
Accounts receivable, less accumulated allowances
for doubtful accounts of $210,000 and $258,000, respectively	5,543,076			5,760,550
Natural gas in storage, at average cost	7,202,419			4,634,162
Deferred natural gas costs	887,298			—
Materials and supplies, at average cost	515,736			543,563
Prepayments	4,497,602			3,347,187
Total current assets	$	29,104,924		$	31,209,740

PROPERTY, PLANT AND EQUIPMENT	$	238,262,528		$	236,780,490
Less-Accumulated provision for depreciation	(99,978,019		)	(98,741,351		)
Net property, plant and equipment	$	138,284,509		$	138,039,139

OTHER ASSETS
Cash surrender value of life insurance	$	398,908		$	421,183
Prepaid pension	1,942,975			2,145,969
Regulatory assets	15,069,244			14,917,823
Unamortized debt expense	82,104			83,704
Other non-current assets	916,700			977,312
Total other assets	$	18,409,931		$	18,545,991

Total assets	$	185,799,364		$	187,794,870

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

DELTA NATURAL GAS COMPANY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (continued)

(UNAUDITED)



	September 30,		June 30,
	2015		2015

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable	$	4,534,921	$	5,426,395
Current portion of long-term debt	1,500,000		1,500,000
Accrued taxes	1,550,232		1,472,401
Customers' deposits	589,550		600,788
Accrued interest on debt	115,076		112,296
Accrued vacation	780,783		749,031
Deferred income taxes	419,177		140,929
Regulatory liability - refundable natural gas costs	—		756
Other current liabilities	570,917		610,238
Total current liabilities	$	10,060,656	$	10,612,834

LONG-TERM DEBT	$	52,000,000	$	52,000,000

LONG-TERM LIABILITIES
Deferred income taxes	$	42,391,821	$	41,989,138
Investment tax credits	8,100		10,800
Regulatory liabilities	1,124,967		1,137,758
Asset retirement obligations	3,861,593		3,795,590
Other long-term liabilities	961,064		1,027,096
Total long-term liabilities	$	48,347,545	$	47,960,382

COMMITMENTS AND CONTINGENCIES (Note 8)
Total liabilities	$	110,408,201	$	110,573,216

SHAREHOLDERS' EQUITY
Common shares ($1.00 par value), 20,000,000 shares
authorized, 7,064,932 and 7,026,500 shares
outstanding at September 30, 2015 and June 30,
2015, respectively	$	7,064,932	$	7,026,500
Premium on common shares	48,844,486		48,735,608
Retained earnings	19,481,745		21,459,546
Total shareholders' equity	$	75,391,163	$	77,221,654

Total liabilities and shareholders' equity	$	185,799,364	$	187,794,870

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

DELTA NATURAL GAS COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(UNAUDITED)



	Three Months Ended September 30, 2015
	Common Shares		Premium on Common Shares			Retained Earnings			Shareholders' Equity

Balance, beginning of period	$	7,026,500	$	48,735,608		$	21,459,546		$	77,221,654
Net income (loss)	—		—			(524,457		)	(524,457		)
Issuance of common shares	7,222		140,509			—			147,731
Issuance of common shares under the
incentive compensation plan, net of cancellations	31,210		(272,110		)	—			(240,900		)
Share-based compensation expense	—		245,987			—			245,987
Excess tax benefit from share-based compensation	—		(5,508		)	—			(5,508		)
Dividends on common shares	—		—			(1,453,344		)	(1,453,344		)

Balance, end of period	$	7,064,932	$	48,844,486		$	19,481,745		$	75,391,163



	Three Months Ended September 30, 2014
	Common Shares		Premium on Common Shares		Retained Earnings			Shareholders' Equity

Balance, beginning of period	$	6,942,758	$	47,182,338	$	20,603,256		$	74,728,352
Net income (loss)	—		—		(311,125		)	(311,125		)
Issuance of common shares	6,587		125,645		—			132,232
Issuance of common shares under the
incentive compensation plan	57,330		385,251		—			442,581
Share-based compensation expense	—		172,769		—			172,769
Excess tax benefit from share-based compensation, net of cancellations	—		9,249		—			9,249
Dividends on common shares	—		—		(1,407,975		)	(1,407,975		)

Balance, end of period	$	7,006,675	$	47,875,252	$	18,884,156		$	73,766,083

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

DELTA NATURAL GAS COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


(1)	Nature of Operations and Basis of Presentation

Delta Natural Gas Company, Inc. ("Delta" or "the Company") distributes or transports natural gas to approximately 36,000 customers. Our distribution and transportation systems are located in central and southeastern Kentucky and we own and operate an underground storage field in southeastern Kentucky. We transport natural gas to our industrial customers who purchase their gas in the open market. We also transport natural gas on behalf of local producers and customers not on our distribution system and extract liquids from natural gas in our storage field and our pipeline systems that are sold at market prices. We have three wholly-owned subsidiaries. Delta Resources, Inc. ("Delta Resources") buys natural gas and resells it to industrial or other large use customers on Delta's system. Delgasco, Inc. ("Delgasco") buys natural gas and resells it to Delta Resources and to customers not on Delta's system. Enpro, Inc. ("Enpro") owns and operates natural gas production properties and undeveloped acreage.

All subsidiaries of Delta are included in the condensed consolidated financial statements. Intercompany balances and transactions have been eliminated. All adjustments necessary for a fair presentation of the unaudited results of operations for the three months ended September 30, 2015 and 2014 are included. All such adjustments are accruals of a normal and recurring nature.

The results of operations for the period ended September 30, 2015 are not necessarily indicative of the results of operations to be expected for the full fiscal year. Because of the seasonal nature of our sales, we generate the smallest proportion of cash from operations during the warmer months, when sales volumes decrease considerably. Most construction activity and natural gas storage injections take place during these warmer months.

The accompanying condensed consolidated financial statements are unaudited and should be read in conjunction with the financial statements, and the notes thereto, included in our Annual Report on Form 10-K for the year ended June 30, 2015.

(2) New Accounting Pronouncements

In September, 2013, the Internal Revenue Service ("IRS") issued final regulations regarding the tax treatment of amounts paid to acquire, produce or improve tangible property, effective for our tax year beginning July 1, 2014. In 2014, the IRS stated its intent to issue further guidance for specific industry sectors, including natural gas. We do not expect compliance with the industry specific guidance to have a material impact on our results of operations, financial position or cash flows.

In May, 2014, the Financial Accounting Standards Board issued guidance revising the principles and standards for revenue recognition. The guidance creates a framework for recognizing revenue to improve comparability of revenue recognition practices across entities and industries. The guidance is effective for our quarterly report ended September 30, 2018 and we are evaluating the methods of adoption allowed by the new standard and the effect the standard is expected to have on our results of operations, financial position or cash flows.

In June, 2014, the Financial Accounting Standards Board issued guidance on share-based payments where performance targets can be achieved subsequent to the requisite service period. The guidance, effective for our quarter ending September 30, 2016, is not expected to have a material impact on our results of operations, financial position or cash flows.

In April, 2015, the Financial Accounting Standards Board issued guidance on the presentation of debt issuance costs which requires the debt issuance costs to be recognized as a direct deduction from the carrying amount of the debt liability. The guidance, effective for our quarter ending September 30, 2016, is not expected to have a material impact on our results of operations, financial position or cash flows.

In May, 2015, the Financial Accounting Standards Board issued guidance simplifying the disclosure of certain investments measured using the net asset value per share of the investment. The guidance no longer requires such

investments to be categorized within the fair value hierarchy. The guidance, effective for our quarter ended September 30, 2016, is not expected to have a material impact on our disclosures.

In July, 2015, the Financial Accounting Standards Board issued guidance simplifying the measurement of inventory. The guidance requires inventory to be measured at the lower of cost and net realizable value. The guideline, effective for our quarter ending September 30, 2017, is not expected to have a material impact on our results of operations, financial position or cash flows.


(3)	Fair Value Measurements

Our financial assets measured at fair value on a recurring basis consist of the assets of our supplemental retirement benefit trust, which are included in other non-current assets on the Condensed Consolidated Balance Sheets. Contributions to the trust are presented in other investing activities on the Condensed Consolidated Statements of Cash Flows. The assets of the trust are recorded at fair value and consist of exchange traded securities and exchange traded mutual funds. The securities and mutual funds are recorded at fair value using observable market prices from active markets, which are categorized as Level 1 in the fair value hierarchy. The fair value of the trust assets is as follows:



	September 30,	June 30,
($000)	2015	2015

Trust assets
Money market	14	27
U.S. equity securities	384	395
Foreign equity funds	161	185
U.S. fixed income funds	203	177
Foreign fixed income funds	18	57
Absolute return strategy mutual funds	137	136
	917	977

The carrying amounts of our other financial instruments including cash equivalents, accounts receivable, notes receivable and accounts payable approximate their fair value.

Our Series A Notes, presented as long-term debt, as well as current portion of long-term debt, on the Condensed Consolidated Balance Sheets, are stated at historical cost. The fair value of our long-term debt is based on the expected future cash flows of the debt discounted using a credit adjusted risk-free rate. The credit adjusted risk-free rate for our 4.26% Series A Notes is the estimated cost to borrow a debt instrument with the same terms from a private lender at the measurement date. The fair value of our long-term debt is categorized as Level 3 in the fair value hierarchy.



	September 30,		June 30,
	2015		2015
	Carrying	Fair	Carrying	Fair
($000)	Amount	Value	Amount	Value

4.26% Series A Notes	53,500	53,192	53,500	52,935


(4)	Risk Management and Derivative Instruments

To varying degrees, our regulated and non-regulated segments are exposed to commodity price risk. We purchase our natural gas supply through a combination of requirements contracts with no minimum purchase obligations, monthly spot purchase contracts and forward purchase contracts. We mitigate price risk related to the sale of natural gas by efforts to balance supply and demand. For our regulated segment, we utilize requirements contracts, spot purchase contracts and our underground storage to meet our regulated customers' natural gas requirements, all of which have minimal price risk because we are permitted to pass these natural gas costs on to our regulated customers through our natural gas cost recovery tariff. None of our natural gas contracts are accounted for using the fair value method of accounting. While some of our natural gas purchase contracts and natural gas sales contracts meet the definition of a derivative, we have designated these contracts as normal purchases and normal sales.


(5)	Unbilled Revenue

We bill our regulated sales of natural gas at tariff rates, as approved by the Kentucky Public Service Commission. Our customers are billed on a monthly basis; however, the billing cycle for certain classes of customers do not necessarily coincide with the calendar month-end. For these customers, we apply the unbilled method of accounting, where we estimate and accrue revenues applicable to customers, but not yet billed. The related natural gas costs are charged to expense. At the end of each month, natural gas service which has been rendered from the date the customer's meter was last read to the month-end is unbilled. Unbilled revenues are included in regulated revenues and unbilled natural gas costs are included in regulated purchased natural gas on the accompanying Condensed Consolidated Statements of Income (Loss). Unbilled revenues are included in accounts receivable and unbilled natural gas costs are included in deferred natural gas costs on the accompanying Condensed Consolidated Balance Sheets and include the following:



	September 30,	June 30,
(000)	2015	2015

Unbilled revenues ($)	1,532	1,674
Unbilled natural gas costs ($)	365	462
Unbilled volumes (Mcf)	60	69

(6) Defined Benefit Retirement Plan

Net periodic benefit costs for our trusteed, noncontributory defined benefit retirement plan for the periods ended September 30, 2015 and 2014, include the following:



	Three Months Ended
	September 30,
($000)	2015		2014

Service cost	251		248
Interest cost	289		264
Expected return on plan assets	(409	)	(428	)
Amortization of unrecognized net loss	94		61
Amortization of prior service cost	(22	)	(21	)
Net periodic benefit cost	203		124

In October, 2015 we made a $500,000 discretionary contribution to the defined benefit retirement plan.


(7)	Debt Instruments

Notes Payable

The current bank line of credit with Branch Banking and Trust Company permits borrowings up to $40,000,000, all of which was available as of September 30, 2015 and June 30, 2015. The bank line of credit extends through June 30, 2017. The interest rate on the used bank line of credit is the London Interbank Offered Rate plus 1.075%. The annual cost of the unused bank line of credit is 0.125%.

Long-Term Debt

Our Series A Notes are unsecured, bear interest at a rate of 4.26% per annum, which is payable quarterly, and mature on December 20, 2031. We are required to make an annual $1,500,000 principal payment on the Series A Notes each December. The following table summarizes the remaining contractual maturities of our Series A Notes by fiscal year:



($000)
2016	1,500
2017	1,500
2018	1,500
2019	1,500
2020	1,500
Thereafter	46,000
Total long-term debt	53,500

Any additional payment of principal by the Company is subject to a prepayment premium which varies depending on the yields of United States Treasury securities with a maturity equal to the remaining average life of the Series A Notes.

With our bank line of credit and Series A notes, we have agreed to certain financial and other covenants. Noncompliance with these covenants can make the obligations immediately due and payable. We were in compliance with the financial covenants under our bank line of credit and our 4.26% Series A Notes for all periods presented in the condensed consolidated financial statements.


(8)	Commitments and Contingencies

We have entered into an employment agreement with our Chairman of the Board, President and Chief Executive Officer and change in control agreements with our other four officers. The agreements expire or may be terminated at various times. The agreements provide for continuing monthly payments or lump sum payments and the continuation of specified benefits over varying periods in certain cases following defined changes in ownership of the Company. In the event all of these agreements were exercised in the form of lump sum payments, approximately $4.2 million would be paid in addition to continuation of specified benefits for up to five years. Additionally, upon a change in control, all unvested shares awarded under our Incentive Compensation Plan, as further discussed in Note 12 of the Notes to Condensed Consolidated Financial Statements, would immediately vest.

We are not a party to any material pending legal proceedings.

We have entered into forward purchase agreements for a portion of our non-regulated segment's natural gas purchases beginning in October, 2015 and expiring in May, 2017. The agreements require us to purchase minimum amounts of natural gas throughout the term of the agreements. The agreements are established in the normal course of business to ensure adequate natural gas supply to meet our non-regulated customers' natural gas requirements. The

agreements have aggregate minimum purchase obligations of $717,000 and $525,000 for our fiscal years ended June 30, 2016 and June 30, 2017, respectively.


(9)	Regulatory Matters

The Kentucky Public Service Commission exercises regulatory authority over our retail natural gas distribution and transportation services, which includes approval of our rates and tariffs. Their regulation of our business includes setting the rates we are permitted to charge our regulated customers. We monitor our need to file requests with them for a general rate increase for our natural gas distribution and transportation services. They have historically utilized cost-of-service ratemaking where our base rates are established to recover normal operating expenses, exclusive of natural gas costs, and a reasonable rate of return. Our regulated rates were most recently adjusted in our 2010 rate case and became effective in October, 2010. We do not currently have any matters before the Kentucky Public Service Commission which would have a material impact on our results of operations, financial position or cash flows.


(10)	Operating Segments

Our Company has two reportable segments: a regulated segment and a non-regulated segment. Our regulated segment includes our natural gas distribution and transportation services, which are regulated by the Kentucky Public Service Commission. Our non-regulated segment includes our natural gas marketing activities and the sales of natural gas liquids. The non-regulated segment produces a portion of the natural gas it markets to its customers. The division of these segments into separate revenue generating components is based upon regulation, products and services. Both segments operate in the single geographic area of central and southeastern Kentucky. Our chief operating decision maker is our Chief Executive Officer. We evaluate performance based on net income of the respective segment.

The reportable segments follow the same accounting policies as described in the Summary of Significant Accounting Policies in Note 1 of the Notes to Consolidated Financial Statements that are included in our Annual Report on Form 10-K for the year ended June 30, 2015. Intersegment revenues and expenses represent the natural gas transportation costs from the regulated segment to the non-regulated segment at our tariff rates. Operating expenses, taxes and interest are allocated to the non-regulated segment.

Segment information is shown in the following table:



	Three Months Ended
	September 30,
($000)	2015		2014
Operating Revenues
Regulated
External customers	5,834		6,143
Intersegment	671		723
Total regulated	6,505		6,866
Non-regulated
External customers	4,559		7,178

Eliminations for intersegment	(671	)	(723	)
Consolidated operating revenues	10,393		13,321

Net Income (Loss)
Regulated	(517	)	(382	)
Non-regulated	(7	)	71
Consolidated net income (loss)	(524	)	(311	)

(11) Earnings (Loss) per Share

The following table sets forth the computation of basic and diluted earnings (loss) per common share:



	Three Months Ended
	September 30,
	2015		2014
Numerator - Basic and Diluted ($000)
Net income (loss)	(524	)	(311	)
Dividends paid	(1,453	)	(1,408	)
Undistributed earnings (loss)	(1,977	)	(1,719	)

Allocated to common shares:
Undistributed earnings (loss) (a)	(1,977	)	(1,719	)
Dividends paid - common shares	1,447		1,400
Earnings (loss) allocated to common shares	(530	)	(319	)

Denominator - Basic and Diluted
Weighted average common shares (b)	7,044,462		6,973,326

Earnings (Loss) per Common Share - Basic and Diluted ($)	(.08	)	(.05	)



(a) Percentage allocated to weighted average common shares outstanding:
Common shares outstanding	7,044,462		6,973,326
Unvested participating shares outstanding (c)	—		—
Total	7,044,462		6,973,326

Percentage allocated to common shares	100.0	%	100.0	%

Undistributed earnings (loss) ($000)	(1,977	)	(1,719	)
Allocated to common shares ($000)	(1,977	)	(1,719	)

(b) Under our Incentive Compensation Plan, recipients of performance share awards receive unvested non-participating shares, as further discussed in Note 12 of the Notes to Condensed Consolidated Financial Statements. Unvested non-participating shares become dilutive in the interim quarter-end in which the performance objective is met. If the performance objective continues to be met through the end of the performance period, these shares become unvested participating shares as of the fiscal year-end, as further discussed below in Note (c). The weighted average number of unvested non-participating shares outstanding during a period is included in the diluted earnings (loss) per common share calculation using the treasury stock method, unless the effect of including such shares would be antidilutive. As of both September 30, 2015 and 2014, there were 39,000 unvested non-participating shares outstanding, which were not dilutive as the underlying performance condition has not been met.

(c) Certain awards under our shareholder approved incentive compensation plan, as further discussed in Note 12 of the Notes to Condensed Consolidated Financial Statements, provide recipients of the awards all the rights of a shareholder of Delta including the right to dividends declared on common shares. Any unvested shares which are participating in dividends are considered participating securities and are included in our computation of basic and diluted earnings (loss) per share using the two-class method unless the effect of including such shares would be antidilutive. As of September 30, 2015 and 2014 there were 30,300 and 39,000 participating shares outstanding, respectively, which were excluded from the computation of earnings (loss) allocated to common shares, as the holders of the unvested participating shares do not have a contractual obligation to share in losses.


(12)	Share-Based Compensation

We have a shareholder approved incentive compensation plan (the "Plan"), that provides for compensation payable in shares of our common stock. The Plan is administered by our Corporate Governance and Compensation Committee of our Board of Directors, which has complete discretion in determining our employees, officers and outside directors who shall be eligible to participate in the Plan, as well as the type, amount, terms and conditions of each award, subject to the limitations of the Plan.

The number of shares of our common stock that may be issued pursuant to the Plan may not exceed in the aggregate 1,000,000 shares. As of September 30, 2015, approximately 749,000 shares of common stock were available for issuance under the Plan, subject to the limitations imposed by our Corporate Governance Guidelines. Shares of common stock may be available from authorized but unissued shares, shares reacquired by us or shares that we purchase in the open market. Upon vesting, the plan allows for withholding a number of shares equal in fair value to the taxes required to satisfy minimum statutory withholding requirements.

Compensation expense for share-based compensation is recorded in the non-regulated segment and included in operation and maintenance expense in the Condensed Consolidated Statements of Income (Loss) based on the fair value of the awards at the grant date and is amortized over the requisite service period. Fair value is the closing price of our common shares at the grant date. The grant date is the date at which our commitment to issue the share-based awards arises, which is generally when the award is approved and the terms of the awards are communicated to the employee or director. We initially recognize expense for our performance shares when it is probable that any stipulated performance criteria will be met. For the three months ended September 30, 2015 and 2014, share-based compensation expense was $246,000 and $615,000, respectively.

To the extent the cumulative deduction for income tax purposes exceeds the cumulative compensation expense recognized for financial reporting purposes, the excess tax benefits can be utilized to offset tax deficiencies related to share-based compensation in subsequent periods. For the three months ended September 30, 2015 an immaterial tax deficiency was recognized. For the three months ended September 30, 2014, excess tax benefits of $9,000 were recognized as an increase to premium on common shares on our Condensed Consolidated Balance Sheets, which decreased our taxes payable.

Stock Awards

For the three months ended September 30, 2015, common stock was awarded to Delta's directors having grant date fair values of $169,000 (8,400 shares). The recipients vested in the awards shortly after the awards were granted, but during the time between the vesting dates and the grant dates the shares awarded were not transferable by the holders. Once the shares were vested, the shares received under the stock awards were immediately transferable.

Performance Shares

For the three months ended September 30, 2015 and 2014, performance shares were awarded to the Company's executive officers having grant date fair values of $787,000 (39,000 shares) and $773,000 (39,000 shares), respectively. The performance share awards vest only if the performance objectives of the awards are met, which are based on the Company's earnings per common share for the fiscal year in which the performance shares are awarded, before any cash bonuses or share-based compensation. Upon satisfaction of the performance objectives, unvested shares are issued to the recipients and vest in one-third increments each August 31 subsequent to achieving the performance objectives as long as the recipients are employees throughout each such service period. Unvested shares of executive officers while still employed by the Company will fully vest upon them attaining the age of sixty-seven. The recipients of the awards also become vested as a result of certain events such as death or disability of the holders. The unvested shares have both dividend participation rights and voting rights during the remaining terms of the awards. Holders of performance shares may not sell, transfer or pledge their shares until the shares vest. As of September 30, 2015 and 2014, there were 30,300 and 39,000 unvested performance shares outstanding, respectively, for which the performance objectives have been satisfied.

Our performance shares have graded vesting schedules, and each separate annual vesting tranche is treated as a separate award for expense recognition. Compensation expense is amortized over the vesting period of the individual awards based on the probable outcome of meeting the performance objectives. For the three months ended September 30, 2015 and 2014, compensation expense related to the performance shares was $77,000 and $173,000, respectively.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

YEAR TO DATE SEPTEMBER 30, 2015 OVERVIEW AND FUTURE OUTLOOK

The following is a discussion of the segments we operate, our corporate strategy for the conduct of our business within these segments and significant events that have occurred during the three months ended September 30, 2015. Our Company has two segments: a regulated segment, and a non-regulated segment. Our regulated segment includes our natural gas distribution and transportation services, which are regulated by the Kentucky Public Service Commission. Our non-regulated segment includes our natural gas marketing and production activities and the sales of natural gas liquids.

Earnings from the regulated segment are primarily influenced by sales and transportation volumes, the rates we charge our customers and the expenses we incur. In order for us to achieve our strategy of maintaining reasonable long-term earnings, cash flow and stock value, we must successfully manage each of these factors. Regulated sales volumes are temperature-sensitive and in any period reflect the impact of weather, with colder temperatures generally resulting in increased sales volumes. The impact of winter temperatures on our revenues is partially reduced by our ability to adjust our winter rates for residential and small non-residential customers based on the degree to which actual winter temperatures deviate from historical average temperatures.

Our non-regulated segment markets natural gas to large-volume customers. We endeavor to enter sales agreements matching supply with estimated demand while providing an acceptable gross margin. The non-regulated segment produces a portion of its natural gas supply, which is stored and sold when favorable market conditions arise. The non-regulated segment also sells liquids extracted from natural gas.

Our consolidated loss per common share of $.08 for the three months ended September 30, 2015, as compared to our consolidated loss per common share of $.05 for the same period in the prior year, increased primarily due to decreased revenue, net of gas costs, from the sale of natural gas liquids and natural gas by our non-regulated segment (as further discussed in Results of Operations). However, the results of operations for the period ended September 30, 2015 are not necessarily indicative of the results of operations to be expected for the full fiscal year. Because of the seasonal nature of our sales, we generate a significant proportion of our operating revenues during the heating months (December – April) when our sales volumes increase considerably.

Future profitability of the regulated segment is contingent on the adequate and timely adjustment of the rates we charge our regulated customers. The Kentucky Public Service Commission sets these rates, and we monitor our need to file rate cases with the Kentucky Public Service Commission for a general rate increase for our regulated services. The regulated segment's largest expense is natural gas supply, which we are permitted to pass through to our customers. We manage remaining expenses through budgeting, approval and review.

Future profitability of the non-regulated segment is dependent on the business plans of some of our industrial and other large-volume customers and the market prices of natural gas and natural gas liquids, all of which are beyond our control. We anticipate our non-regulated segment will continue to contribute to our consolidated net income for the remainder of fiscal 2016. If natural gas prices increase, we would expect to experience a corresponding increase in our non-regulated gross margins related to our natural gas marketing activities. However, if natural gas prices decrease, we would expect a decrease in our non-regulated gross margins related to our natural gas marketing activities. We process a portion of the natural gas in our distribution, transmission and storage system to extract liquids, enhancing the reliability and efficiency of our system. The profitability from the sales of the natural gas liquids is dependent on the amount of liquids extracted and the prices for any such liquids as determined by a national unregulated market.

LIQUIDITY AND CAPITAL RESOURCES

Operating activities provide our primary source of cash. Cash provided by operating activities consists of net income adjusted for non-cash items, including depreciation, amortization, deferred income taxes, share-based compensation and changes in working capital. Our sales and cash requirements are seasonal. The largest portion of our sales occur during the heating months (December - April), whereas significant cash requirements for the purchase of natural gas for injection into our storage field and capital expenditures occur during non-heating months. Therefore, when cash provided by operating activities is not sufficient to meet our capital requirements, our ability to maintain liquidity depends on our bank line of credit. The current bank line of credit

with Branch Banking and Trust Company extends through June 30, 2017 and permits borrowings up to $40,000,000. There were no borrowings outstanding on the bank line of credit as of September 30, 2015 or June 30, 2015.

Cash and cash equivalents were $10,459,000 at September 30, 2015, as compared with $16,924,000 at June 30, 2015. The changes in cash and cash equivalents are summarized in the following table:



	Three Months Ended
	September 30,
($000)	2015		2014

Used by operating activities	(2,929	)	(3,053	)
Used in investing activities	(1,992	)	(2,505	)
Used in financing activities	(1,544	)	(1,257	)
Decrease in cash and cash equivalents	(6,465	)	(6,815	)

Changes in cash used in investing activities results primarily from changes in the level of capital expenditures between years.

For the three months ended September 30, 2015, there were no significant changes in both cash used in operating activities, and cash used in financing activities, as compared to the same period in the prior year.

Cash Requirements

Our capital expenditures result in a continued need for cash. These capital expenditures are being made for system extensions and for the replacement and improvement of existing transmission, distribution, gathering, storage and general facilities. We expect our capital expenditures for fiscal 2016 to be approximately $7.5 million.

Sufficiency of Future Cash Flows

Our ability to maintain liquidity, finance capital expenditures and pay dividends is contingent on the adequate and timely adjustment of the regulated rates we charge our customers. The Kentucky Public Service Commission sets these rates and we monitor our need to file for rate increases for our regulated segment. Our regulated base rates were most recently adjusted in our 2010 rate case and became effective in October, 2010. We expect that cash provided by operations combined with our bank line of credit will be sufficient to satisfy our operating and normal capital expenditure requirements and to pay dividends for the next twelve months.

Our Series A Notes are unsecured, bear interest at a rate of 4.26% per annum which is payable quarterly, and mature on December 20, 2031. We are required to make an annual $1,500,000 principal payment on the Series A Notes each December. Any refinance of the Series A Notes, or any additional prepayments of principal, may be subject to a prepayment penalty.

With our bank line of credit and Series A Notes, we have agreed to certain financial covenants. Noncompliance with these covenants can make the obligation immediately due and payable, as further discussed in our Annual Report on Form 10-K for the year ended June 30, 2015. A default on the performance of any single obligation incurred in connection with our borrowings simultaneously creates an event of default with our bank line of credit and the Series A Notes. We were in compliance with the covenants under our bank line of credit and Series A Notes for all periods presented in the condensed consolidated financial statements.

RESULTS OF OPERATIONS

Operating Revenues and Purchased Natural Gas

Our operating revenues are derived primarily from the sale and delivery of natural gas, the sale of natural gas liquids and the provision of natural gas transportation services. Our operating revenues are significantly impacted by the price we pay for natural gas. Therefore, we view gross margins as an important performance measure of the core profitability of our operations and believe that investors benefit from having access to the same financial measures that our management uses. We define "gross margins" as natural gas sales less the corresponding purchased natural gas expenses, plus transportation, natural gas liquids and other revenues. Gross margins can be derived directly from our Condensed Consolidated Statements of Income, included in Item 1. Financial Statements, as follows:



	Three Months Ended
	September 30,
($000)	2015		2014

Operating revenues	10,393			13,321
Regulated purchased natural gas	(987	)		(1,497	)
Non-regulated purchased natural gas	(3,655	)		(5,648	)

Consolidated gross margins	5,751			6,176

Operating Income, as presented in the Condensed Consolidated Statements of Income, is the most directly comparable financial measure calculated and presented in accordance with accounting principles generally accepted in the United States ("GAAP"). Gross margin is a "non-GAAP financial measure", as defined in accordance with SEC rules.

Natural gas prices are determined by an unregulated national market. Therefore, the prices that we pay for natural gas fluctuate with national supply and demand. See Item 3. Quantitative and Qualitative Disclosures About Market Risk for discussion of our forward contracts.

In the following table we set forth significant variations in our gross margins for the three months ended September 30, 2015 compared with the same periods in the preceding year. The variation amounts and percentages presented in the following table include intersegment transactions. These intersegment revenues and expenses are eliminated in the Condensed Consolidated Statements of Income.



	2015 compared to 2014
	Three Months Ended
($000)	September 30

Increase (decrease) in gross margins:
Regulated segment
Natural gas sales	64
Natural gas transportation	125
Other	(40	)
Intersegment elimination (a)	52
Total	201

Non-regulated segment
Natural gas sales	(196	)
Natural gas liquids	(357	)
Other	(21	)
Intersegment elimination (a)	(52	)
Total	(626	)

Decrease in consolidated gross margins	(425	)

Percentage increase (decrease) in volumes:
Regulated segment
Natural gas sales (Mcf)	1
Natural gas transportation (Mcf)	8

Non-regulated segment
Natural gas sales (Mcf)	(1	)
Natural gas liquids (gallons)	(52	)


(a)	Intersegment eliminations represent the natural gas transportation costs from the regulated segment to the non-regulated segment.

For the three months ended September 30, 2015, consolidated gross margins decreased $425,000 (7%), as compared to the same period in the prior year, due to decreased non-regulated margins on natural gas liquids and natural gas sales. Gross margins on the sale of natural gas liquids decreased due to decreased sales prices and decreased volumes of natural gas liquids sold resulting from an outage for repairs and maintenance at our processing plant. Gross margins on non-regulated natural gas sales decreased due to decreased sales prices partially offset by decreased natural gas costs.

Operating Expenses

For the three months ended September 30, 2015, operations and maintenance decreased $235,000 (6%), as compared to the same period in the prior year, due to a decrease in share-based compensation expense (as further discussed in Note 12 to the Notes to Condensed Consolidated Financial Statements) partially offset by increased labor and pension expense.

For the three months ended September 30, 2015, depreciation and amortization increased $136,000 (9%), as compared to the same period in the prior year, due to increased property, plant and equipment resulting from system extensions, the replacement and improvement of existing transmission, distribution, gathering, storage and general facilities.

For the three months ended September 30, 2015 there were no significant changes in taxes other than income taxes, as compared to the same period in the prior year.

Other Income and Deductions, Net

For the three months ended September 30, 2015, there were no significant changes in other income and deductions, net, as compared to the same period in the prior year.

Interest Expense

For the three months ended September 30, 2015, there were no significant changes in interest expense, as compared to the same period in the prior year.

Income Tax Expense (Benefit)

For the three months ended September 30, 2015, income tax benefit increased $123,000 (60%) due to an increase in our net loss before income taxes. For the three months ended September 30, 2015, there were no significant changes in our effective tax rate, as compared to the same period in the prior year.

Basic and Diluted Earnings (Loss) Per Common Share

For the three months ended September 30, 2015, our basic and diluted income (loss) per common share changed, as compared to the same period in the prior year, as a result of the change in our net income and an increase in the number of our common shares outstanding. We increased our number of common shares outstanding as a result of shares issued through our Dividend Reinvestment and Stock Purchase Plan as well as those shares awarded through our Incentive Compensation Plan. Our computation of basic and diluted earnings per common share is set forth in Note 11 of the Notes to Condensed Consolidated Financial Statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We purchase our natural gas supply primarily through a combination of requirements contracts with no minimum purchase obligation, monthly spot purchase contracts and forward purchase contracts. The price we pay for natural gas acquired under forward purchase contracts is fixed prior to the delivery of the natural gas. Additionally, we inject some of our natural gas purchases into our underground natural gas storage facility in the non-heating months and withdraw this natural gas from storage for delivery to customers during the heating months. For our regulated segment, we utilize requirements contracts, spot purchase contracts and our underground storage to meet our regulated customers' natural gas requirements, all of which have minimal price risk because we are permitted to pass these natural gas costs on to our regulated customers through our natural gas cost recovery tariff.

Price risk for our non-regulated segment is mitigated by efforts to balance supply and demand. However, there are greater risks in the non-regulated segment because of the practical limitations on the ability to perfectly predict demand. In addition, we are exposed to changes in the market price of natural gas on uncommitted natural gas inventory of our non-regulated segment. The pricing of the natural gas liquids sold by our non-regulated segment is determined in the national unregulated market.

None of our natural gas contracts are accounted for using the fair value method of accounting. While some of our natural gas purchase and natural gas sales contracts meet the definition of a derivative, we have designated these contracts as normal purchases and normal sales. As of September 30, 2015, we had forward purchase contracts totaling $1,242,000 that expire in May, 2017, which are at a fixed price and not impacted by changes in the market price of natural gas.

When we have a balance outstanding on our variable rate bank line of credit, we are exposed to risk resulting from changes in interest rates. The interest rate on our bank line of credit with Branch Banking and Trust Company is benchmarked to the monthly London Interbank Offered Rate. There were no borrowings outstanding on our bank line of credit as of September 30, 2015 or June 30, 2015, nor did we have any borrowings on our bank line of credit during the three months ended September 30, 2015.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures are our controls and other procedures that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 ("Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of September 30, 2015 and based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these controls and procedures are effective in providing reasonable assurance of compliance.

Changes in Internal Control over Financial Reporting

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended September 30, 2015 and found no change that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our management is responsible for establishing and maintaining an adequate system of internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles.

PART II – OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS

We are not a party to any legal proceedings that are expected to have a materially adverse impact on our liquidity, financial position or results of operations.


ITEM 1A.	RISK FACTORS

No material changes.


ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.


ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4.	MINE SAFETY DISCLOSURES

None.


ITEM 5.	OTHER INFORMATION

None.


ITEM 6.	EXHIBITS



	10.01		GTS Service Agreements, dated October 29, 2015 (Service Agreements Nos. 37,813, 37,814 and 37,815) and Appendix A to respective Service Agreements, effective November 1, 2015, by and between Columbia Gulf Transmission, LLC and Registrant are filed herewith.
	10.02		FTS-1 Service Agreements, dated October 29, 2015 (Service Agreements Nos. 43,827, 43,828 and 43,829) and Appendix A to respective Service Agreements, effective November 1, 2015, by and between Columbia Gulf Transmission, LLC and Registrant are filed herewith.
	10.03		Form of Notice of Performance Shares Award is filed herewith.
	31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	101.INS		XBRL Instance Document
	101.SCH		XBRL Taxonomy Extension Schema
	101.CAL		XBRL Taxonomy Extension Calculation Linkbase
	101.DEF		XBRL Taxonomy Extension Definition Database
	101.LAB		XBRL Taxonomy Extension Label Linkbase
	101.PRE		XBRL Taxonomy Extension Presentation Linkbase

	Attached as Exhibit 101 to this Quarterly Report are the following documents formatted in extensible business reporting language (XBRL):
	(i)		Document and Entity Information;
	(ii)		Condensed Consolidated Statements of Income (Unaudited) for the three months ended September 30, 2015 and 2014;
	(iii)		Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended September 30, 2015 and 2014;
	(iv)		Condensed Consolidated Balance Sheets (Unaudited) as of September 30, 2015 and June 30, 2015;
	(v)		Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited) for the three months ended September 30, 2015 and 2014; and
	(vi)		Notes to Condensed Consolidated Financial Statements (Unaudited).
	Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospects for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability. We also make available on our web site the Interactive Data Files submitted as Exhibit 101 to this Quarterly Report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



DATE: November 5, 2015	/s/Glenn R. Jennings
	Glenn R. Jennings Chairman of the Board, President and Chief Executive Officer (Duly Authorized Officer)

	/s/John B. Brown
	John B. Brown Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer)

THIS AGREEMENT is made and entered into this 29 day of October, 2015, by and between COLUMBIA GAS TRANSMISSION, LLC ("Transporter") and DELTA NATURAL GAS COMPANY, INC., CUMBERLAND DIVISION ("Shipper"). WITNESSETH: That in consideration of the mutual covenants herein contained, the parties hereto agree as follows: Section 1. Service to be Rendered. Transporter shall perform and Shipper shall receive service in accordance with the provisions of the effective GTS Rate Schedule and applicable General Terms and Conditions of Transporter's FERC Gas Tariff, Fourth Revised Volume No. 1 ("Tariff"), on file with the Federal Energy Regulatory Commission ("Commission"), as the same may be amended or superseded in accordance with the rules and regulations of the Commission. The maximum obligation of Transporter to deliver gas hereunder to or for Shipper, the designation of the points of delivery at which Transporter shall deliver or cause gas to be delivered to or for Shipper, and the points of receipt at which Shipper shall deliver or cause gas to be delivered, are specified in Appendix A, as the same may be amended from time to time by agreement between Shipper and Transporter, or in accordance with the rules and regulations of the Commission. Section 2. Term. Service under this Agreement shall commence as of November 1, 2015, and shall continue from year to year thereafter until terminated by either Transporter or Shipper upon six months' prior notice. Pre-granted abandonment shall apply upon termination of this Agreement, subject to any right of first refusal Shipper may have under the Commission's regulations and Transporter's Tariff. Section 3. Rates. Shipper shall pay Transporter the charges and furnish Retainage as described in the above-referenced Rate Schedule, unless otherwise agreed to by the parties in writing and specified as an amendment to this Service Agreement. Transporter may agree to discount its rate to Shipper below Transporter's maximum rate, but not less than Transporter's minimum rate. Such discounted rate may apply to: (a) specified quantities (contract demand or commodity quantities); (b) specified quantities above or below a certain level or all quantities if quantities exceed a certain level; (c) quantities during specified time periods; (d) quantities at specified points, locations, or other defined geographical areas; (e) that a specified discounted rate will apply in a specified relationship to the quantities actually transported (i.e., that the reservation charge will be adjusted in a specified relationship to quantities actually transported); (f) production and/or reserves committed by the Shipper; and (g) based on a formula including, but not limited to, published index prices for specific receipt and/or delivery points or other agreed-upon pricing points, provided that the resulting rate shall be no lower than the minimum nor higher than the maximum applicable rate set forth in the Tariff. In addition, the discount agreement may include a provision that if one rate component which was at or below the applicable maximum rate at the time the discount agreement was executed subsequently exceeds the applicable maximum rate due to a change in Transporter's maximum rate so that such rate component must be adjusted downward to equal the new applicable maximum rate, then other rate components may be adjusted upward to achieve the agreed overall rate, so long as none of the resulting rate components exceed the maximum rate applicable to that rate component. Such changes to rate components shall be applied prospectively, commencing with the date a Commission order accepts revised tariff sections. However, nothing contained herein shall be construed to alter a refund obligation under applicable law for any period during which rates, which had been charged under a discount agreement, exceeded rates which ultimately are found to be just and reasonable. Service Agreement No. 37813 Revision No. 6 GTS SERVICE AGREEMENT

Section 4. Notices. Notices to Transporter under this Agreement shall be addressed to it at 5151 San Felipe, Suite 2500, Houston, Texas 77056, Attention: Customer Services and notices to Shipper shall be addressed to it at Delta Natural Gas Company, Inc., Cumberland Division, 3617 Lexington Road, Winchester, KY 40391, Attention: Brian Ramsey, until changed by either party by written notice. Section 5. Superseded Agreements. This Service Agreement supersedes and cancels, as of the effective date hereof, the following Service Agreement(s): GTS No. 37813, Revision No. 5. DELTA NATURAL GAS COMPANY, INC., CUMBERLAND DIVISION COLUMBIA GAS TRANSMISSION, LLC By Brian Ramsey By Cindy Burnette Title Vice President-Trans&Gas Supply Title Manager-Customer Services Date October 29, 2015 Date October 28, 2015

Storage Contract Quantity Begin Date End Date Transportation Demand Dth/day Storage Contract Quantity Dth Annual GTS Quantity Dth/year Recurrence Interval November 1, 2015 N/A 5,400 177,662 98,200 1/1 - 12/31 Appendix A to Service Agreement No. 37813 Under Rate Schedule GTS between Columbia Gas Transmission, LLC ("Transporter") and Delta Natural Gas Company, Inc., Cumberland Division ("Shipper") Revision No. 6

Primary Receipt Points Begin Date End Date Scheduling Point No. Scheduling Point Name Measuring Point No. Measuring Point Name Maximum Daily Quantity (Dth/day) Minimum Receipt Pressure Obligation (psig) 1/ Recurrence Interval November 1, 2015 N/A 801 TCO-LEACH 801 TCO-LEACH 1,800 1/1 - 12/31 November 1, 2015 N/A STOR RP Storage Point TCO 0 1/1 - 12/31 Primary Delivery Points Begin Date End Date Scheduling Point No. Scheduling Point Name Measuring Point No. Measuring Point Name Maximum Daily Delivery Obligation (Dth/day) 1/ Minimum Delivery Pressure Obligation (psig) 1/ Recurrence Interval November 1, 2015 N/A 34 DELTA NATRL CUMBRLND 805992 MANCHESTER 5,100 265 1/1 - 12/31 November 1, 2015 N/A 34 DELTA NATRL CUMBRLND 832867 BEATYVILLE 300 230 1/1 - 12/31 November 1, 2015 N/A STOR RP Storage Point TCO 0 1/1 - 12/31 1/ Application of MDDOs minimum pressure and/or hourly flowrate shall be as follows: Unless Measuring Point specific Maximum Daily Delivery Obligations (MDDOs) are specified in a separate firm service agreement between Transporter and Shipper, Transporter?s aggregate MDDO, under this and any other service agreement between Transporter and Shipper, at the Measuring Points listed above shall not exceed the MDDO quantities set forth above for each Measuring Point. Any Measuring Point specific MDDOs in a separate firm service agreement between Transporter and Shipper shall be additive to the individual Measuring Point MDDOs set forth above.

The Master List of Interconnects ("MLI") as defined in Section 1 of the General Terms and Conditions of Transporter's Tariff is incorporated herein by reference for purposes of listing valid secondary interruptible receipt points and delivery points. _____ Yes __X__ No (Check applicable blank) Shipper has a contractual right of first refusal equivalent to the right of first refusal set forth in Section 4 of the General Terms and Conditions of Transporter's FERC Gas Tariff. _____ Yes __X__ No (Check applicable blank) This Service Agreement covers interim capacity sold pursuant to the provisions of General Terms and Conditions Section 4. Right of first refusal rights, if any, applicable to this interim capacity are limited as provided for in General Terms and Conditions Section 4. __X__ Yes _____ No (Check applicable blank) This Service Agreement covers offsystem capacity sold pursuant to section 47 of the General Terms and Conditions. Right of first refusal rights, if any, applicable to this offsystem capacity are limited as provided for in General Terms and Conditions Section 47. DELTA NATURAL GAS COMPANY, INC., CUMBERLAND DIVISION COLUMBIA GAS TRANSMISSION, LLC By Brian Ramsey By Cindy Burnette Title Vice President-Trans&Gas Supply Title Manager-Customer Services Date October 29, 2015 Date October 28, 2015

THIS AGREEMENT is made and entered into this 29 day of October, 2015, by and between COLUMBIA GAS TRANSMISSION, LLC ("Transporter") and DELTA NATURAL GAS COMPANY, INC., STANTON DIVISION ("Shipper"). WITNESSETH: That in consideration of the mutual covenants herein contained, the parties hereto agree as follows: Section 1. Service to be Rendered. Transporter shall perform and Shipper shall receive service in accordance with the provisions of the effective GTS Rate Schedule and applicable General Terms and Conditions of Transporter's FERC Gas Tariff, Fourth Revised Volume No. 1 ("Tariff"), on file with the Federal Energy Regulatory Commission ("Commission"), as the same may be amended or superseded in accordance with the rules and regulations of the Commission. The maximum obligation of Transporter to deliver gas hereunder to or for Shipper, the designation of the points of delivery at which Transporter shall deliver or cause gas to be delivered to or for Shipper, and the points of receipt at which Shipper shall deliver or cause gas to be delivered, are specified in Appendix A, as the same may be amended from time to time by agreement between Shipper and Transporter, or in accordance with the rules and regulations of the Commission. Section 2. Term. Service under this Agreement shall commence as of November 1, 2015, and shall continue from year to year thereafter until terminated by either Transporter or Shipper upon six months' prior notice. Pre-granted abandonment shall apply upon termination of this Agreement, subject to any right of first refusal Shipper may have under the Commission's regulations and Transporter's Tariff. Section 3. Rates. Shipper shall pay Transporter the charges and furnish Retainage as described in the above-referenced Rate Schedule, unless otherwise agreed to by the parties in writing and specified as an amendment to this Service Agreement. Transporter may agree to discount its rate to Shipper below Transporter's maximum rate, but not less than Transporter's minimum rate. Such discounted rate may apply to: (a) specified quantities (contract demand or commodity quantities); (b) specified quantities above or below a certain level or all quantities if quantities exceed a certain level; (c) quantities during specified time periods; (d) quantities at specified points, locations, or other defined geographical areas; (e) that a specified discounted rate will apply in a specified relationship to the quantities actually transported (i.e., that the reservation charge will be adjusted in a specified relationship to quantities actually transported); (f) production and/or reserves committed by the Shipper; and (g) based on a formula including, but not limited to, published index prices for specific receipt and/or delivery points or other agreed-upon pricing points, provided that the resulting rate shall be no lower than the minimum nor higher than the maximum applicable rate set forth in the Tariff. In addition, the discount agreement may include a provision that if one rate component which was at or below the applicable maximum rate at the time the discount agreement was executed subsequently exceeds the applicable maximum rate due to a change in Transporter's maximum rate so that such rate component must be adjusted downward to equal the new applicable maximum rate, then other rate components may be adjusted upward to achieve the agreed overall rate, so long as none of the resulting rate components exceed the maximum rate applicable to that rate component. Such changes to rate components shall be applied prospectively, commencing with the date a Commission order accepts revised tariff sections. However, nothing contained herein shall be construed to alter a refund obligation under applicable law for any period during which rates, which had been charged under a discount agreement, exceeded rates which ultimately are found to be just and reasonable. Service Agreement No. 37814 Revision No. 8 GTS SERVICE AGREEMENT

Section 4. Notices. Notices to Transporter under this Agreement shall be addressed to it at 5151 San Felipe, Suite 2500, Houston, Texas 77056, Attention: Customer Services and notices to Shipper shall be addressed to it at Delta Natural Gas Company, Inc., Stanton Division, 3617 Lexington Road, Winchester, KY 40391, Attention: Brian Ramsey, until changed by either party by written notice. Section 5. Superseded Agreements. This Service Agreement supersedes and cancels, as of the effective date hereof, the following Service Agreement(s): GTS No. 37814, Revision No. 7. DELTA NATURAL GAS COMPANY, INC., STANTON DIVISION COLUMBIA GAS TRANSMISSION, LLC By Brian Ramsey By Cindy Burnette Title Vice President-Trans&Gas Supply Title Manager-Customer Services Date October 29, 2015 Date October 28, 2015

Storage Contract Quantity Begin Date End Date Transportation Demand Dth/day Storage Contract Quantity Dth Annual GTS Quantity Dth/year Recurrence Interval November 1, 2015 N/A 6,663 83,255 72,874 1/1 - 12/31 Appendix A to Service Agreement No. 37814 Under Rate Schedule GTS between Columbia Gas Transmission, LLC ("Transporter") and Delta Natural Gas Company, Inc., Stanton Division ("Shipper") Revision No. 8

Primary Receipt Points Begin Date End Date Scheduling Point No. Scheduling Point Name Measuring Point No. Measuring Point Name Maximum Daily Quantity (Dth/day) Minimum Receipt Pressure Obligation (psig) 1/ Recurrence Interval November 1, 2015 N/A 801 TCO-LEACH 801 TCO-LEACH 4,133 1/1 - 12/31 November 1, 2015 N/A 801 TCO-LEACH 801 TCO-LEACH 4,976 1/1 - 12/31 November 1, 2015 N/A STOR RP Storage Point TCO 0 1/1 - 12/31 Primary Delivery Points Begin Date End Date Scheduling Point No. Scheduling Point Name Measuring Point No. Measuring Point Name Maximum Daily Delivery Obligation (Dth/day) 1/ Minimum Delivery Pressure Obligation (psig) 1/ Recurrence Interval November 1, 2015 N/A 801 TCO-LEACH 801 TCO-LEACH 4,133 1/1 - 12/31 November 1, 2015 N/A 801 TCO-LEACH 801 TCO-LEACH 4,976 1/1 - 12/31 November 1, 2015 N/A 35 DELTA NATRL STANTON 800803 STANTON 2,530 200 1/1 - 12/31 November 1, 2015 N/A STOR RP Storage Point TCO 0 1/1 - 12/31 1/ Application of MDDOs minimum pressure and/or hourly flowrate shall be as follows: Unless Measuring Point specific Maximum Daily Delivery Obligations (MDDOs) are specified in a separate firm service agreement between Transporter and Shipper, Transporter?s aggregate MDDO, under this and any other service agreement between Transporter and Shipper, at the Measuring Points listed above shall not exceed the MDDO quantities set forth above for each Measuring Point. Any Measuring Point specific MDDOs in a separate firm service agreement between Transporter and Shipper shall be additive to the individual Measuring Point MDDOs set forth above.

The Master List of Interconnects ("MLI") as defined in Section 1 of the General Terms and Conditions of Transporter's Tariff is incorporated herein by reference for purposes of listing valid secondary interruptible receipt points and delivery points. _____ Yes __X__ No (Check applicable blank) Shipper has a contractual right of first refusal equivalent to the right of first refusal set forth in Section 4 of the General Terms and Conditions of Transporter's FERC Gas Tariff. _____ Yes __X__ No (Check applicable blank) This Service Agreement covers interim capacity sold pursuant to the provisions of General Terms and Conditions Section 4. Right of first refusal rights, if any, applicable to this interim capacity are limited as provided for in General Terms and Conditions Section 4. __X__ Yes _____ No (Check applicable blank) This Service Agreement covers offsystem capacity sold pursuant to section 47 of the General Terms and Conditions. Right of first refusal rights, if any, applicable to this offsystem capacity are limited as provided for in General Terms and Conditions Section 47. DELTA NATURAL GAS COMPANY, INC., STANTON DIVISION COLUMBIA GAS TRANSMISSION, LLC By Brian Ramsey By Cindy Burnette Title Vice President-Trans&Gas Supply Title Manager-Customer Services Date October 29, 2015 Date October 28, 2015

THIS AGREEMENT is made and entered into this 29 day of October, 2015, by and between COLUMBIA GAS TRANSMISSION, LLC ("Transporter") and DELTA NATURAL GAS COMPANY, INC. ("Shipper"). WITNESSETH: That in consideration of the mutual covenants herein contained, the parties hereto agree as follows: Section 1. Service to be Rendered. Transporter shall perform and Shipper shall receive service in accordance with the provisions of the effective GTS Rate Schedule and applicable General Terms and Conditions of Transporter's FERC Gas Tariff, Fourth Revised Volume No. 1 ("Tariff"), on file with the Federal Energy Regulatory Commission ("Commission"), as the same may be amended or superseded in accordance with the rules and regulations of the Commission. The maximum obligation of Transporter to deliver gas hereunder to or for Shipper, the designation of the points of delivery at which Transporter shall deliver or cause gas to be delivered to or for Shipper, and the points of receipt at which Shipper shall deliver or cause gas to be delivered, are specified in Appendix A, as the same may be amended from time to time by agreement between Shipper and Transporter, or in accordance with the rules and regulations of the Commission. Section 2. Term. Service under this Agreement shall commence as of November 1, 2015, and shall continue from year to year thereafter until terminated by either Transporter or Shipper upon six months' prior notice. Pre-granted abandonment shall apply upon termination of this Agreement, subject to any right of first refusal Shipper may have under the Commission's regulations and Transporter's Tariff. Section 3. Rates. Shipper shall pay Transporter the charges and furnish Retainage as described in the above-referenced Rate Schedule, unless otherwise agreed to by the parties in writing and specified as an amendment to this Service Agreement. Transporter may agree to discount its rate to Shipper below Transporter's maximum rate, but not less than Transporter's minimum rate. Such discounted rate may apply to: (a) specified quantities (contract demand or commodity quantities); (b) specified quantities above or below a certain level or all quantities if quantities exceed a certain level; (c) quantities during specified time periods; (d) quantities at specified points, locations, or other defined geographical areas; (e) that a specified discounted rate will apply in a specified relationship to the quantities actually transported (i.e., that the reservation charge will be adjusted in a specified relationship to quantities actually transported); (f) production and/or reserves committed by the Shipper; and (g) based on a formula including, but not limited to, published index prices for specific receipt and/or delivery points or other agreed-upon pricing points, provided that the resulting rate shall be no lower than the minimum nor higher than the maximum applicable rate set forth in the Tariff. In addition, the discount agreement may include a provision that if one rate component which was at or below the applicable maximum rate at the time the discount agreement was executed subsequently exceeds the applicable maximum rate due to a change in Transporter's maximum rate so that such rate component must be adjusted downward to equal the new applicable maximum rate, then other rate components may be adjusted upward to achieve the agreed overall rate, so long as none of the resulting rate components exceed the maximum rate applicable to that rate component. Such changes to rate components shall be applied prospectively, commencing with the date a Commission order accepts revised tariff sections. However, nothing contained herein shall be construed to alter a refund obligation under applicable law for any period during which rates, which had been charged under a discount agreement, exceeded rates which ultimately are found to be just and reasonable. Service Agreement No. 37815 Revision No. 7 GTS SERVICE AGREEMENT

Section 4. Notices. Notices to Transporter under this Agreement shall be addressed to it at 5151 San Felipe, Suite 2500, Houston, Texas 77056, Attention: Customer Services and notices to Shipper shall be addressed to it at Delta Natural Gas Company, Inc., 3617 Lexington Road, Winchester, KY 40391, Attention: Brian Ramsey, until changed by either party by written notice. Section 5. Superseded Agreements. This Service Agreement supersedes and cancels, as of the effective date hereof, the following Service Agreement(s): GTS No. 37815, Revision No. 6. DELTA NATURAL GAS COMPANY, INC. COLUMBIA GAS TRANSMISSION, LLC By Brian Ramsey By Cindy Burnette Title Vice President-Trans&Gas Supply Title Manager-Customer Services Date October 29, 2015 Date October 28, 2015

Storage Contract Quantity Begin Date End Date Transportation Demand Dth/day Storage Contract Quantity Dth Annual GTS Quantity Dth/year Recurrence Interval November 1, 2015 N/A 4,950 162,857 117,101 1/1 - 12/31 Appendix A to Service Agreement No. 37815 Under Rate Schedule GTS between Columbia Gas Transmission, LLC ("Transporter") and Delta Natural Gas Company, Inc. ("Shipper") Revision No. 7

Primary Receipt Points Begin Date End Date Scheduling Point No. Scheduling Point Name Measuring Point No. Measuring Point Name Maximum Daily Quantity (Dth/day) Minimum Receipt Pressure Obligation (psig) 1/ Recurrence Interval November 1, 2015 N/A 801 TCO-LEACH 801 TCO-LEACH 1,650 1/1 - 12/31 November 1, 2015 N/A STOR RP Storage Point TCO 0 1/1 - 12/31 Primary Delivery Points Begin Date End Date Scheduling Point No. Scheduling Point Name Measuring Point No. Measuring Point Name Maximum Daily Delivery Obligation (Dth/day) 1/ Minimum Delivery Pressure Obligation (psig) 1/ Recurrence Interval November 1, 2015 N/A 36-10 DNG-WIN 803545 DELTA- OWINGSVILLE 1,030 1/1 - 12/31 November 1, 2015 N/A 36-10 DNG-WIN 803564 SHARPSBURG DELTA GAS 220 1/1 - 12/31 November 1, 2015 N/A 36-12 DELTA NATRL WINCH-12 800809 KINGSTON TERRELL 2,270 200 1/1 - 12/31 November 1, 2015 N/A 36-12 DELTA NATRL WINCH-12 803512 DELTA-N. MIDDLETOWN 310 100 1/1 - 12/31 November 1, 2015 N/A 36-12 DELTA NATRL WINCH-12 803563 CARMARGO 340 1/1 - 12/31 November 1, 2015 N/A 36-14 DELTA NATRL WINCH-14 803544 FRENCHBURG 280 150 1/1 - 12/31 November 1, 2015 N/A 47 DELTA NATRL WINCH-10 804148 DELTA NATURAL GAS CO 500 1/1 - 12/31 November 1, 2015 N/A STOR RP Storage Point TCO 0 1/1 - 12/31

1/ Application of MDDOs minimum pressure and/or hourly flowrate shall be as follows: Unless Measuring Point specific Maximum Daily Delivery Obligations (MDDOs) are specified in a separate firm service agreement between Transporter and Shipper, Transporter?s aggregate MDDO, under this and any other service agreement between Transporter and Shipper, at the Measuring Points listed above shall not exceed the MDDO quantities set forth above for each Measuring Point. Any Measuring Point specific MDDOs in a separate firm service agreement between Transporter and Shipper shall be additive to the individual Measuring Point MDDOs set forth above. The Master List of Interconnects ("MLI") as defined in Section 1 of the General Terms and Conditions of Transporter's Tariff is incorporated herein by reference for purposes of listing valid secondary interruptible receipt points and delivery points. _____ Yes __X__ No (Check applicable blank) Shipper has a contractual right of first refusal equivalent to the right of first refusal set forth in Section 4 of the General Terms and Conditions of Transporter's FERC Gas Tariff. _____ Yes __X__ No (Check applicable blank) This Service Agreement covers interim capacity sold pursuant to the provisions of General Terms and Conditions Section 4. Right of first refusal rights, if any, applicable to this interim capacity are limited as provided for in General Terms and Conditions Section 4. __X__ Yes _____ No (Check applicable blank) This Service Agreement covers offsystem capacity sold pursuant to section 47 of the General Terms and Conditions. Right of first refusal rights, if any, applicable to this offsystem capacity are limited as provided for in General Terms and Conditions Section 47. DELTA NATURAL GAS COMPANY, INC. COLUMBIA GAS TRANSMISSION, LLC By Brian Ramsey By Cindy Burnette Title Vice President-Trans&Gas Supply Title Manager-Customer Services Date October 29, 2015 Date October 28, 2015

Service Agreement No. 43827 Revision No. 3 FTS-1 SERVICE AGREEMENT THIS AGREEMENT is made and entered into this 29 day of October, 2015, by and between COLUMBIA GULF TRANSMISSION, LLC ("Transporter") and DELTA NATURAL GAS COMPANY, INC., STANTON DIVISION ("Shipper"). WITNESSETH: That in consideration of the mutual covenants herein contained, the parties hereto agree as follows: Section 1. Service to be Rendered. Transporter shall perform and Shipper shall receive the service in accordance with the provisions of the effective FTS-1 Rate Schedule and applicable General Terms and Conditions of Transporter's FERC Gas Tariff, Third Revised Volume No. 1 ("Tariff"), on file with the Federal Energy Regulatory Commission ("Commission"), as the same may be amended or superseded in accordance with the rules and regulations of the Commission herein contained. The maximum obligations of Transporter to deliver gas hereunder to or for Shipper, the designation of the points of delivery at which Transporter shall deliver or cause gas to be delivered to or for Shipper, and the points of receipt at which the Shipper shall deliver or cause gas to be delivered, are specified in Appendix A, as the same may be amended from time to time by agreement between Shipper and Transporter, or in accordance with the rules and regulations of the Commission. Section 2. Term. Service under this Agreement shall commence as of November 1, 2015, and shall continue in full force and effect until October 31, 2020. Shipper and Transporter agree to avail themselves of the Commission's pre-granted abandonment authority upon termination of this Agreement, subject to any right of first refusal Shipper may have under the Commission's Regulations and Transporter's Tariff. Section 3. Rates. Shipper shall pay the charges and furnish the Retainage as described in the above- referenced Rate Schedule, unless otherwise agreed to by the parties in writing and specified as an amendment to this Service Agreement. Transporter may agree to discount its rate to Shipper below Transporter's maximum rate, but not less than Transporter's minimum rate. Such discounted rate may apply to: (a) specified quantities (contract demand or commodity quantities); (b) specified quantities above or below a certain level or all quantities if quantities exceed a certain level; (c) quantities during specified time periods; (d) quantities at specified points, locations, or other defined geographical areas; (e) that a specified discounted rate will apply in a specified relationship to the quantities actually transported (i.e., that the reservation charge will be adjusted in a specified relationship to quantities actually transported); and (f) production and/or reserves committed by the Shipper. Section 4. Notices. Notices to Transporter under this Agreement shall be addressed to it at 5151 San Felipe, Suite 2500, Houston, Texas 77056, Attention: Customer Services and notices to Shipper shall be addressed to it at Delta Natural Gas Company, Inc., Stanton Division, 3617 Lexington Road, Winchester, KY 40391, Attention: Brian Ramsey, until changed by either party by written notice. Section 5. Superseded Agreements. This Service Agreement supersedes and cancels, as of the effective date hereof, the following Service Agreement(s): FTS-1 No. 43827, Revision No. 2.

DELTA NATURAL GAS COMPANY, INC., STANTON DIVISION COLUMBIA GULF TRANSMISSION, LLC By Brian Ramsey By Edgar Trillo Title Vice President-Trans&Gas Supply Title Director Date October 29, 2015 Date October 19, 2015

Primary Receipt Points Begin Date End Date Measuring Point No. Measuring Point Name Maximum Daily Quantity (Dth/day) Recurrence Interval November 1, 2015 October 31, 2020 2700010 CGT-RAYNE 860 1/1 - 12/31 Primary Delivery Points Begin Date End Date Measuring Point No. Measuring Point Name Maximum Daily Quantity (Dth/day) Recurrence Interval November 1, 2015 October 31, 2020 801 GULF-LEACH 860 1/1 - 12/31 Transportation Demand Begin Date End Date Transportation Demand Dth/day Recurrence Interval November 1, 2015 October 31, 2020 860 1/1 - 12/31 Appendix A to Service Agreement No. 43827 Under Rate Schedule FTS-1 between Columbia Gulf Transmission, LLC ("Transporter") and Delta Natural Gas Company, Inc., Stanton Division ("Shipper") Revision No. 3

The Master List of Interconnects ("MLI") as defined in Section 1 of the General Terms and Conditions of Transporter's Tariff is incorporated herein by reference for purposes of listing valid secondary interruptible receipt points and delivery points. Transporter and Shipper have mutually agreed to the following maximum or minimum pressure commitments: _____ Yes __X__ No (Check applicable blank) Transporter and Shipper have mutually agreed to a Regulatory Restructuring Reduction Option pursuant to Section 33 of the General Terms and Conditions of Transporter's FERC Gas Tariff. _____ Yes __X__ No (Check applicable blank) Shipper has a contractual right of first refusal equivalent to the right of first refusal set forth from time to time in Section 4 of the General Terms and Conditions of Transporter's FERC Gas Tariff. _____ Yes __X__ No (Check applicable blank) This Service Agreement covers interim capacity sold pursuant to the provisions of General Terms and Conditions Section 4. Right of first refusal rights, if any, applicable to this interim capacity are limited as provided for in General Terms and Conditions Section 4. DELTA NATURAL GAS COMPANY, INC., STANTON DIVISION COLUMBIA GULF TRANSMISSION, LLC By Brian Ramsey By Edgar Trillo Title Vice President-Trans&Gas Supply Title Director Date October 29, 2015 Date October 19, 2015

Service Agreement No. 43828 Revision No. 3 FTS-1 SERVICE AGREEMENT THIS AGREEMENT is made and entered into this 29 day of October, 2015, by and between COLUMBIA GULF TRANSMISSION, LLC ("Transporter") and DELTA NATURAL GAS COMPANY, INC., CUMBERLAND DIVISION ("Shipper"). WITNESSETH: That in consideration of the mutual covenants herein contained, the parties hereto agree as follows: Section 1. Service to be Rendered. Transporter shall perform and Shipper shall receive the service in accordance with the provisions of the effective FTS-1 Rate Schedule and applicable General Terms and Conditions of Transporter's FERC Gas Tariff, Third Revised Volume No. 1 ("Tariff"), on file with the Federal Energy Regulatory Commission ("Commission"), as the same may be amended or superseded in accordance with the rules and regulations of the Commission herein contained. The maximum obligations of Transporter to deliver gas hereunder to or for Shipper, the designation of the points of delivery at which Transporter shall deliver or cause gas to be delivered to or for Shipper, and the points of receipt at which the Shipper shall deliver or cause gas to be delivered, are specified in Appendix A, as the same may be amended from time to time by agreement between Shipper and Transporter, or in accordance with the rules and regulations of the Commission. Section 2. Term. Service under this Agreement shall commence as of November 1, 2015, and shall continue in full force and effect until October 31, 2020. Shipper and Transporter agree to avail themselves of the Commission's pre-granted abandonment authority upon termination of this Agreement, subject to any right of first refusal Shipper may have under the Commission's Regulations and Transporter's Tariff. Section 3. Rates. Shipper shall pay the charges and furnish the Retainage as described in the above- referenced Rate Schedule, unless otherwise agreed to by the parties in writing and specified as an amendment to this Service Agreement. Transporter may agree to discount its rate to Shipper below Transporter's maximum rate, but not less than Transporter's minimum rate. Such discounted rate may apply to: (a) specified quantities (contract demand or commodity quantities); (b) specified quantities above or below a certain level or all quantities if quantities exceed a certain level; (c) quantities during specified time periods; (d) quantities at specified points, locations, or other defined geographical areas; (e) that a specified discounted rate will apply in a specified relationship to the quantities actually transported (i.e., that the reservation charge will be adjusted in a specified relationship to quantities actually transported); and (f) production and/or reserves committed by the Shipper. Section 4. Notices. Notices to Transporter under this Agreement shall be addressed to it at 5151 San Felipe, Suite 2500, Houston, Texas 77056, Attention: Customer Services and notices to Shipper shall be addressed to it at Delta Natural Gas Company, Inc., Cumberland Division, 3617 Lexington Road, Winchester, KY 40391, Attention: Brian Ramsey, until changed by either party by written notice. Section 5. Superseded Agreements. This Service Agreement supersedes and cancels, as of the effective date hereof, the following Service Agreement(s): FTS-1 No. 43828, Revision No. 2.

DELTA NATURAL GAS COMPANY, INC., CUMBERLAND DIVISION COLUMBIA GULF TRANSMISSION, LLC By Brian Ramsey By Edgar Trillo Title Vice President-Trans&Gas Supply Title Director Date October 29, 2015 Date October 19, 2015

Primary Receipt Points Begin Date End Date Measuring Point No. Measuring Point Name Maximum Daily Quantity (Dth/day) Recurrence Interval November 1, 2015 October 31, 2020 2700010 CGT-RAYNE 1,836 1/1 - 12/31 Primary Delivery Points Begin Date End Date Measuring Point No. Measuring Point Name Maximum Daily Quantity (Dth/day) Recurrence Interval November 1, 2015 October 31, 2020 801 GULF-LEACH 1,836 1/1 - 12/31 Transportation Demand Begin Date End Date Transportation Demand Dth/day Recurrence Interval November 1, 2015 October 31, 2020 1,836 1/1 - 12/31 Appendix A to Service Agreement No. 43828 Under Rate Schedule FTS-1 between Columbia Gulf Transmission, LLC ("Transporter") and Delta Natural Gas Company, Inc., Cumberland Division ("Shipper") Revision No. 3

The Master List of Interconnects ("MLI") as defined in Section 1 of the General Terms and Conditions of Transporter's Tariff is incorporated herein by reference for purposes of listing valid secondary interruptible receipt points and delivery points. Transporter and Shipper have mutually agreed to the following maximum or minimum pressure commitments: _____ Yes __X__ No (Check applicable blank) Transporter and Shipper have mutually agreed to a Regulatory Restructuring Reduction Option pursuant to Section 33 of the General Terms and Conditions of Transporter's FERC Gas Tariff. _____ Yes __X__ No (Check applicable blank) Shipper has a contractual right of first refusal equivalent to the right of first refusal set forth from time to time in Section 4 of the General Terms and Conditions of Transporter's FERC Gas Tariff. _____ Yes __X__ No (Check applicable blank) This Service Agreement covers interim capacity sold pursuant to the provisions of General Terms and Conditions Section 4. Right of first refusal rights, if any, applicable to this interim capacity are limited as provided for in General Terms and Conditions Section 4. DELTA NATURAL GAS COMPANY, INC., CUMBERLAND DIVISION COLUMBIA GULF TRANSMISSION, LLC By Brian Ramsey By Edgar Trillo Title Vice President-Trans&Gas Supply Title Director Date October 29, 2015 Date October 19, 2015

Service Agreement No. 43829 Revision No. 3 FTS-1 SERVICE AGREEMENT THIS AGREEMENT is made and entered into this 29 day of October, 2015, by and between COLUMBIA GULF TRANSMISSION, LLC ("Transporter") and DELTA NATURAL GAS COMPANY, INC. ("Shipper"). WITNESSETH: That in consideration of the mutual covenants herein contained, the parties hereto agree as follows: Section 1. Service to be Rendered. Transporter shall perform and Shipper shall receive the service in accordance with the provisions of the effective FTS-1 Rate Schedule and applicable General Terms and Conditions of Transporter's FERC Gas Tariff, Third Revised Volume No. 1 ("Tariff"), on file with the Federal Energy Regulatory Commission ("Commission"), as the same may be amended or superseded in accordance with the rules and regulations of the Commission herein contained. The maximum obligations of Transporter to deliver gas hereunder to or for Shipper, the designation of the points of delivery at which Transporter shall deliver or cause gas to be delivered to or for Shipper, and the points of receipt at which the Shipper shall deliver or cause gas to be delivered, are specified in Appendix A, as the same may be amended from time to time by agreement between Shipper and Transporter, or in accordance with the rules and regulations of the Commission. Section 2. Term. Service under this Agreement shall commence as of November 1, 2015, and shall continue in full force and effect until October 31, 2020. Shipper and Transporter agree to avail themselves of the Commission's pre-granted abandonment authority upon termination of this Agreement, subject to any right of first refusal Shipper may have under the Commission's Regulations and Transporter's Tariff. Section 3. Rates. Shipper shall pay the charges and furnish the Retainage as described in the above- referenced Rate Schedule, unless otherwise agreed to by the parties in writing and specified as an amendment to this Service Agreement. Transporter may agree to discount its rate to Shipper below Transporter's maximum rate, but not less than Transporter's minimum rate. Such discounted rate may apply to: (a) specified quantities (contract demand or commodity quantities); (b) specified quantities above or below a certain level or all quantities if quantities exceed a certain level; (c) quantities during specified time periods; (d) quantities at specified points, locations, or other defined geographical areas; (e) that a specified discounted rate will apply in a specified relationship to the quantities actually transported (i.e., that the reservation charge will be adjusted in a specified relationship to quantities actually transported); and (f) production and/or reserves committed by the Shipper. Section 4. Notices. Notices to Transporter under this Agreement shall be addressed to it at 5151 San Felipe, Suite 2500, Houston, Texas 77056, Attention: Customer Services and notices to Shipper shall be addressed to it at Delta Natural Gas Company, Inc., 3617 Lexington Road, Winchester, KY 40391, Attention: Brian Ramsey, until changed by either party by written notice. Section 5. Superseded Agreements. This Service Agreement supersedes and cancels, as of the effective date hereof, the following Service Agreement(s): FTS-1 No. 43829, Revision No. 2.

DELTA NATURAL GAS COMPANY, INC. COLUMBIA GULF TRANSMISSION, LLC By Brian Ramsey By Edgar Trillo Title Vice President-Trans&Gas Supply Title Director Date October 29, 2015 Date October 19, 2015

Primary Receipt Points Begin Date End Date Measuring Point No. Measuring Point Name Maximum Daily Quantity (Dth/day) Recurrence Interval November 1, 2015 October 31, 2020 2700010 CGT-RAYNE 1,682 1/1 - 12/31 Primary Delivery Points Begin Date End Date Measuring Point No. Measuring Point Name Maximum Daily Quantity (Dth/day) Recurrence Interval November 1, 2015 October 31, 2020 801 GULF-LEACH 1,682 1/1 - 12/31 Transportation Demand Begin Date End Date Transportation Demand Dth/day Recurrence Interval November 1, 2015 October 31, 2020 1,682 1/1 - 12/31 Appendix A to Service Agreement No. 43829 Under Rate Schedule FTS-1 between Columbia Gulf Transmission, LLC ("Transporter") and Delta Natural Gas Company, Inc. ("Shipper") Revision No. 3

The Master List of Interconnects ("MLI") as defined in Section 1 of the General Terms and Conditions of Transporter's Tariff is incorporated herein by reference for purposes of listing valid secondary interruptible receipt points and delivery points. Transporter and Shipper have mutually agreed to the following maximum or minimum pressure commitments: _____ Yes __X__ No (Check applicable blank) Transporter and Shipper have mutually agreed to a Regulatory Restructuring Reduction Option pursuant to Section 33 of the General Terms and Conditions of Transporter's FERC Gas Tariff. _____ Yes __X__ No (Check applicable blank) Shipper has a contractual right of first refusal equivalent to the right of first refusal set forth from time to time in Section 4 of the General Terms and Conditions of Transporter's FERC Gas Tariff. _____ Yes __X__ No (Check applicable blank) This Service Agreement covers interim capacity sold pursuant to the provisions of General Terms and Conditions Section 4. Right of first refusal rights, if any, applicable to this interim capacity are limited as provided for in General Terms and Conditions Section 4. DELTA NATURAL GAS COMPANY, INC. COLUMBIA GULF TRANSMISSION, LLC By Brian Ramsey By Edgar Trillo Title Vice President-Trans&Gas Supply Title Director Date October 29, 2015 Date October 19, 2015

1 Delta Natural Gas Company, Inc. Notice of Performance Shares Award To: At its meeting on August XX, XXX1, the Corporate Governance and Compensation Committee (the “Committee”) of Delta Natural Gas Company, Inc. (the “Company”), authorized and directed the Company, on the Date of Award set forth below, to issue and make an award to you of Performance Shares entitling you to receive shares of the Company’s common stock under the terms and conditions of the Incentive Compensation Plan (the “Plan”) of the Company and this Notice of Performance Shares Award. A copy of the Plan was filed with the Securities and Exchange Commission on March 4, 2010 as an exhibit to Form S-8 and is available on the Company’s website (deltagas.com). A hard copy is also available upon request. Contact John B. Brown, Chief Financial Officer, Treasurer and Secretary. Capitalized terms that are not defined have the meanings given them in the Plan. Date of Award: August 31, XXX1 Award: Subject to the Performance Period, Performance Criteria and other restrictions set forth herein, you may receive between XX,XXX to XX,XXX Performance Shares which will entitle you to receive one share of the Company’s common stock (“Share”) for each Performance Share. Performance Period: The period from July 1, XXX1 – June 30, XXX2. Restriction Period(s): Restriction Period 1 (covers 1/3 of Performance Shares paid): July 1, XXX2 - August 31, XXX2 Restriction Period 2 (covers 1/3 of Performance Shares paid): July 1, XXX2 - August 31, XXX3 Restriction Period 3 (covers 1/3 of Performance Shares paid): July 1, XXX2 - August 31, XXX4 Performance Criteria: The performance objective of this award is based upon on the Company’s XXX2 audited earnings per share as reported in the Company’s Annual Report on Form 10-K, before any cash bonuses or stock awards, for the year ending June 30, XXX2 (“XXX2 Audited EPS”). Minimum Performance Objective: $ X.XX per share Targeted Performance Objective: $ X.XX per share Maximum Performance Objective: $ X.XX per share Minimum Performance Objective Not Met. If the Minimum Performance Objective is not met, i.e., if the Company does not achieve a XXX2 Audited EPS of at least $X.XX, the number of Performance Shares will not be determined and none will vest and you will not be entitled to any Performance Shares hereunder.

2 Minimum Performance Objective Met or Exceeded. If the Minimum Performance Objective and all other conditions, including the Conditions to Payment set out below, are met or exceeded, then you shall receive the following number of Performance Shares based upon the actual XXX2 Audited EPS: $X.XX – $X.XX XXX2 Audited EPS $X.XX – $X.XX XXX2 Audited EPS $X.XX and over XXX2 Audited EPS XX,XXX shares XX,XXX shares XX,XXX shares Restrictions and Vesting: Except as provided in Paragraph 2 under Conditions to Payment, all Performance Shares paid hereunder shall be in the form of Restricted Stock, which shall vest in 1/3 increments as described below under Conditions on Restrictions. Conditions to Payment: 1. Payment of Shares. Except as provided in Paragraph 2, your Performance Shares will be paid in Shares of Restricted Stock, subject to the restrictions and vesting set forth below, as soon as administratively feasible after the end of the Performance Period, but no earlier than the filing date of the Company’s annual report on Form 10-K and no later than September 14 of the same year. Payment will be made in the form of whole shares of Restricted Stock in a lump sum payment. You will only receive such number of Shares as are established under the Performance Criteria. 2. Death, Disability or Retirement before end of Performance Period and Payment. For purposes of this Paragraph 2 only, the Performance Shares awarded as provided in subsections 2(a), (b), (c) or (d) shall be in the form of shares of the Company’s common stock and will not be subject to the Conditions on Restrictions in this Notice of Performance Shares Award. (a) In the event of your Disability or Retirement before the Performance Period has ended, the number of Performance Shares to which you shall be entitled to, if any, shall equal (i) the number of Performance Shares, if any, you would otherwise be entitled to had you been an active Employee at the end of the Performance Period (i.e., as adjusted or forfeited based on the actual Performance Criteria) multiplied by (ii) the portion of the Performance Period during which you were an active Employee multiplied by (iii) one-third, and such Performance Shares shall be distributed as soon as administratively feasible after the end of the Performance Period, but no later than September 13 of the same year; or (b) In the event of your death while an Employee before the Performance Period has ended, the Company will be assumed to have achieved a Targeted Performance Objective for the Performance Period in which death occurs, and the number of Shares your beneficiary shall be entitled to, if any, shall equal the number of Shares you would otherwise be entitled to had you been an active Employee at the end of the Performance Period without any further adjustment, and such Performance Shares shall be distributed within a reasonable period following death; or (c) In the event of your Disability or Retirement after the end of the Performance Period, but before the date the Performance Shares are distributed, the number of Performance

3 Shares you shall be entitled to, if any, shall be (i) based on the actual Performance Criteria for the entire Performance Period multiplied by (ii) one-third; or (d) In the event of your death after the end of the Performance Period, but before the date the Performance Shares are distributed, the number of Performance Shares you shall be entitled to, if any, shall be based on the actual Performance Criteria for the entire Performance Period without any further adjustment. 3. Other Termination. (a) You shall have no right to receive payment in respect of Performance Shares if you resign or are otherwise terminated from the Company before the end of the Performance Period for reasons other than your death, Disability, or Retirement or following a Change in Control. (b) You shall have no right to receive payment in respect of Performance Shares if you resign or are otherwise terminated from the Company after the end of the Performance Period but before any Performance Shares have vested if you resign or are otherwise terminated from the Company for reasons other than your death, Disability, or Retirement or following a Change in Control. 4. Short-Term Disability; Other Authorized Leaves of Absence. If you are absent from employment during a Performance Period and you are entitled to (a) reemployment rights following military service under the Uniformed Services Employment and Reemployment Rights Act (USERRA) (or any other similar applicable federal or state law) or (b) sickness allowance and/or short-term disability benefits under the Company’s employee benefit plans, then your absence shall not affect your award of Performance Shares, if any. In the event you are absent from employment during a Performance Period due to an authorized leave of absence not described in the immediately preceding sentence, the amount or number of Performance Shares to which you shall be entitled to, if any, shall equal (i) the amount or number of Performance Shares, if any, to which you would otherwise be entitled had you been an active Employee during the entire Performance Period (i.e., as adjusted or forfeited based on the Performance Criteria) multiplied by (ii) the portion of the Performance Period during which you were an active Employee (i.e., excluding the period of the authorized leave of absence) and such Performance Shares shall be distributed and vest following the end of the Performance Period as set forth in Section 1 above. 5. Adjustment of Award Due to Demotion or Promotion. The Committee, in its discretion, may reduce the number of Performance Shares (if the Performance Criteria are met) in the event you are demoted during a Performance Period, or grant additional Performance Shares (if the Performance Criteria are met) in the event you are promoted during a Performance Period. 6. Restriction on Payment of Awards. No distributions in respect of Performance Shares shall be made, and such distribution shall be forfeited, if at the time a distribution would otherwise have been made:

4 (a) The regular quarterly dividend on any outstanding common or preferred shares of the Company has been omitted and not subsequently paid prior to or on September 15, XXX2; or (b) The consolidated net income of the Company for the fiscal year ending June 30, XXX2 is less than the sum of (i) the aggregate amount to be distributed plus (ii) dividends on all outstanding preferred and common shares of the Company applicable to such twelve-month period (either paid, declared or accrued at the most recently paid rate). Conditions on Restrictions: 7. Restricted Stock. Except as provided in Paragraph 2 under Conditions to Payment, Performance Shares paid hereunder shall be in the form of Restricted Stock which will vest and the restrictions thereon will lapse in 1/3 increments each year beginning on August 31, XXX2, and annually each August 31 thereafter until fully vested as long as the Recipient is an Employee throughout each such Restriction Period. If the Performance Criteria is not met, you will not receive any Restricted Stock. 8. Restrictions. Except as otherwise provided in this Agreement, the Shares of Restricted Stock granted hereunder may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the termination of the applicable Restriction Period. Except as otherwise provided herein and subject to the Plan, if you resign, are otherwise terminated from the Company, prior to the end of the Restriction Period, you will forfeit all interests in the applicable Restricted Stock. All rights with respect to the Restricted Stock granted to you shall be exercisable during your lifetime only by you or your guardian or legal representative. 9. Removal of Restrictions. Restricted Stock paid hereunder shall become freely transferable by you after the last day of the applicable Restriction Period. 10. Voting Rights. During the Restriction Period, you may exercise full voting rights with respect to the Restricted Stock subject thereto. 11. Dividends and Other Distributions. During the Restriction Period, you shall be entitled to receive all dividends and other distributions paid with respect to the applicable Restricted Stock. If any such dividends or distributions are paid in Shares, the Shares shall be subject to the same restrictions on transferability and forfeitability as the Restricted Stock with respect to which they were distributed. 12. Death, Disability, Attainment of Age 67 or Retirement after Payment but before end of Restriction Period. Except as otherwise provided in this Notice, in the event of your death, Disability, or Retirement while an Employee, the following shall apply: (a) Disability and Retirement. In the event of your Disability or Retirement (except in certain limited situations described in Section 12(c) below) before the Restriction Period has ended, the restrictions on the Shares shall be removed upon expiration of the Restriction Period, and the number of Shares you shall be entitled to, if any, shall equal (i) the number of Shares, if any, you would otherwise be entitled to had you been an active Employee at the end of the

5 Restriction Period multiplied by (ii) the portion of the Restriction Period you were an active Employee; or (b) Death. In the event of your death before the Restriction Period has ended, the restrictions on the Shares shall be removed upon your date of death, and the number of Shares you shall be entitled to, if any, shall equal the number of Shares contingently granted to you, without any further adjustment. (c) Attainment of Age 67. In the event of your employment beyond the “normal retirement age” as defined under the defined benefit plan sponsored by the Company but before the Restriction Period has ended, then the restrictions on the Shares shall be removed upon the attainment of age 67. The number of Shares you shall be entitled to, if any, shall equal the number of Restricted Shares contingently granted to you, without any further adjustment. Change of Control: 13. Change in Control. Upon a Change in Control Performance Shares previously granted shall be immediately vested and not subject to forfeiture due to any subsequent termination from employment. Upon a change in Control, Restrictions on Restricted Stock shall be eliminated as of such event. If the Change in Control occurs before the end of the Performance Period, the amount of the Performance Shares shall be determined assuming the Company has achieved the Targeted Performance Objective and, the amount shall then be multiplied by the portion of the Performance Period for which you were an active Employee hereunder. If the Change in Control occurs after the end of the Performance Period but before the Performance Shares are paid, the amount payable shall be determined based on the actual performance objective achieved. In either case payment of the Performance Shares shall be made as soon as practicable following the Change in Control but no later than the close of the seventy five (75) day period following the earlier of the end of the Performance Period or the Change in Control. Recovery of Stock: 14. If you are or become subject to the terms of the Company’s Compensation Recovery Policy (the “Policy”), as such Policy may be amended from time to time, including amendments adopted in order to conform to the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any resulting rules issued by the SEC or national securities exchanges thereunder, then the Performance Shares and Restricted Stock granted hereunder shall also be subject to such Policy. Accordingly, if the Committee determines that recovery of compensation under such Policy is due, then the Committee will determine the percentage of your total Performance Shares and Restricted Stock that is recoverable (the “Recoverable Percentage”) and the following shall occur:  the Performance Shares and Restricted Stock equal to the Recoverable Percentage granted hereunder shall automatically terminate and be forfeited effective on the date of such determination; and

6  all shares of Common Stock equal to the Recoverable Percentage that you acquired pursuant to this Agreement (or other securities into which such shares have been converted or exchanged) shall be returned to the Company or, if no longer held by you, then you shall pay to the Company, without interest, all cash, securities or other assets received by you from the sale or transfer of such stock or securities. If you received nominal or no consideration on transfer of the Common Stock (e.g. a gift) then in connection with such recovery, you shall pay to the Company the market value of the Common Stock at the time of the transfer. Definitions: 14. Definitions. The following terms used in this Notice of Performance Shares Award will have the meanings indicated: (a) “Change in Control” shall have the same meaning as such term or similar term is defined by your individual agreement with the Company which relates to your compensation and benefits upon the occurrence of a change in ownership of the Participating Company or similar event. In the event there is no such agreement, “Change in Control” shall mean: (i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of either (A) the then outstanding shares of Common Stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that the following acquisitions shall not constitute an acquisition of control: any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege), any acquisition by the Company, any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or any acquisition by any corporation pursuant to a reorganization, merger, share exchange or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (A), (B) and (C) of subsection (iii) of this section are satisfied; or (ii) Individuals who, as of the Effective Date, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

7 (iii) Consummation of a reorganization, merger, share exchange or consolidation, in each case, unless, following such reorganization, merger, share exchange or consolidation, (A) more than fifty percent (50%) of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger, share exchange or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger, share exchange or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, share exchange or consolidation, of the Outstanding Company Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding the Company, any employee benefit plan or related trust of the Company, or such corporation resulting from such reorganization, merger, share exchange or consolidation and any Person beneficially owning, immediately prior to such reorganization, merger, share exchange or consolidation, directly or indirectly, twenty percent (20%) or more of the Outstanding Company Common Stock or Outstanding Voting Securities, as the case may be) beneficially owns, directly or indirectly, twenty percent (20%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger, share exchange or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger, share exchange or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger, share exchange or consolidation; or (iv) Approval by the shareholders of the Company and consummation of (A) a complete liquidation or dissolution of the Company or (B) the sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation, with respect to which following such sale or other disposition (1) more than fifty percent (50%) of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding the Company and any employee benefit plan or related trust of the Company, or such corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, twenty percent (20%) or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, twenty percent (20%) or more of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (3) at least

8 a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Company; or (v) The closing, as defined in the documents relating to, or as evidenced by a certificate of any state or federal governmental authority in connection with, a transaction approval of which by the shareholders of the Company would constitute a “Change in Control” under subsection (iii) or (iv) of this Section. Notwithstanding (a) above, if your employment is terminated before a Change in Control as defined in this Section and you reasonably demonstrate that such termination (i) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a “Change in Control” and who effectuates a “Change in Control” or (ii) otherwise occurred in connection with, or in anticipation of, a “Change in Control” which actually occurs, then for all purposes of this Notice of Performance Shares Award, the date of a “Change in Control” with respect to you shall mean the date immediately prior to the date of such termination of your employment. (b) “Disability” shall mean (a) your mental or physical disability that is defined as “Disability” under the terms of the long-term disability plan sponsored by the Company and in which you are covered, as amended from time to time in accordance with the provisions of such plan; or (b) a determination by the Committee, in its sole discretion, of total disability (based on medical evidence) that precludes you from engaging in a full-time position at the Company for wage or profit for at least twelve months and appears to be permanent. All decisions by the Committee relating to your Disability (including a decision that you are not disabled), shall be final and binding on all parties. (c) “Retirement” shall mean the termination of your employment consistent with the provisions for early or normal retirement under the defined benefit pension plan sponsored by the Company. Notwithstanding the foregoing, “Retirement” before you are eligible for normal retirement under such plan shall require prior approval by the Committee. 15. Conflicts. If there is a conflict between the terms of this Notice of Performance Shares Award and the Plan, the Plan shall control. DELTA NATURAL GAS COMPANY, INC. By: Its: ________________________________________ [Signature of Participant] 005522.135297/4133863.4

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Glenn R. Jennings, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Delta Natural Gas Company, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



DATE: November 5, 2015		/s/Glenn R. Jennings
		Glenn R. Jennings
		Chairman of the Board, President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John B. Brown, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Delta Natural Gas Company, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



DATE: November 5, 2015		/s/John B. Brown
		John B. Brown
		Chief Financial Officer, Treasurer and Secretary

Exhibit 32.1

CERTIFICATION OF THE

CHIEF EXECUTIVE OFFICER PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Delta Natural Gas Company, Inc. on Form 10-Q for the period ending September 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Glenn R. Jennings, Chairman of the Board, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:


1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Delta Natural Gas Company, Inc.



DATE: November 5, 2015		/s/Glenn R. Jennings
		Glenn R. Jennings
		Chairman of the Board, President and Chief Executive Officer

Exhibit 32.2

CERTIFICATION OF THE

CHIEF FINANCIAL OFFICER PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Delta Natural Gas Company, Inc. on Form 10-Q for the period ending September 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John B. Brown, Chief Financial Officer, Treasurer and Secretary of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:


1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Delta Natural Gas Company, Inc.