Response to TASC Information requests

FILED September 3, 2015 DIS SEP - 3 P 3: l 2

PUBLIC UTILITiES The Honorable Chair and Members of the Hawai 'i Public Utilities Commission

465 South King Street Kekuanao'a Building, First Floor Honolulu, Hawai 'i 96813

Dear Commissioners:

. COHMISSIOH

Subject: Docket No. 2015-0022- Application of Hawaiian Electric Companies and NextEra Energy, Inc. for Approval of the Proposed Change of Control and Related Matters Applicants' Responses to TASC Information Requests 51 to 55

Enclosed for filing are the responses of the Hawaiian Electric Companies1 and NextEra Energy, Inc. (together, "Applicants") to The Alliance for Solar Choice's ("TASC") fourth submission of information requests ("IRs"), TASC-IR.s 51 to 55, submitted in this proceeding on August 19, 2015. Also enclosed is a certificate of service.

Further, the Applicants incorporate by reference all of the General Objections attached hereto as Exhibit "A" to the Applicants' responses to the IRs submitted by TASC. For the purpose of avoiding unnecessary duplication and repetition, each and every response submitted herewith is subject to the General Objections set forth in Exhibit "A".

In accordance with Order No. 32739, filed on April1, 2015 in the subject docket, documents provided electronically are being provided in Word format, Excel, or compatible spreadsheet format to the extent possible, and otherwise in pdf format.

Very truly yours,

Dean K. Matsuura Manager, Regulatory Rate Proceedings

Enclosures

1 The "Hawaiian Electric Companies" are Hawaiian Electric Company, Inc., Maui Electric Company, Limited and Hawai'i Electric Light Company, Inc.

Hawaiian Electric PO BOX 2750 I HONOLULU, HI 96840-0001

Applicants’ Response to TASC-IR-51 DOCKET NO. 2015-0022

Respondent: NextEra Energy Page 1 of 2

TASC-IR-51 Regarding the testimony of Alan Oshima at page 15, lines 21-23, and Applicants’ response to UL-IR-29, please provide an update to the parts of TASC IR-47 listed below, which ask for information about the estimated $3.7 million cost estimate for consultants: a. What amount of the estimated $3.7 million on consultants has been spent to

date? b. Please provide a breakout of the consultants that have been used by Applicants

to date and the amount paid to each of those consultants to date. c. Please provide a copy of all communications between Applicants and any

consultants regarding distributed energy resources or ratemaking. From this point forward, please consider this a continuing request. Response: Applicants object to the instruction regarding this information request being a

“continuing request” in that the instruction purports to expand Applicants’ obligations

beyond the permissible scope of discovery in this proceeding. Subject to, and without

waiving this specific objection and the general objections provided with this set of

information requests, Applicants provide the following response.

a. Approximately $2.8 million of the estimated $3.7 million in transaction costs

related to consultants has been spent through July 31, 2015.

b. Below is a breakout ($000’s), by consultant, of the $2.8 million spent to date as

referenced in subpart a. above:

Anthology $2 Bennet Group $230 Concentric $513 DTL $84 Ernst & Young US LLP $149 Integrity Graphics $2 Joele Frank $1,135



Maui Economic Development $15 MAUI NATIVE HAWAIIAN CHAMBER FOUNDATION $8 NSTI $15 SKD Knickerbocker $565 Tulchin Research LLC $70 University of Hawaii $20

Total $2,807 c. See the response to TASC-IR-47, subpart c.



TASC-IR-52 Regarding the testimony of Alan Oshima at page 15, lines 21-23, and Applicants’ response to UL-IR-29, please provide an update to TASC IR-48, which asks for the following information about the estimated $0.6 million cost estimate for communications: a. What amount of the estimated $0.6 million on communications has been spent to

date? b. Which consultants have Applicants retained, or contracted with, in order to assist

with communications related to the Proposed Change of Control? c. Which consultants were used to purchase media advertisements? d. Please provide a breakout of the advertisements run to date and which of the

Applicants paid for which advertisement. From this point forward, please consider this a continuing request. Response: Applicants object to the instruction regarding this information request being a




information requests, Applicants provide the following response.

a. To date (through July 2015), NextEra Energy has spent approximately $1.77

million on communications.

b. See the response to TASC-IR-48.

c. See the response to TASC-IR-48.

d. See the response to TASC-IR-48.


Respondent: Applicants Page 1 of 1

TASC-IR-53 Please (a) identify all third parties, including but not limited to contractors, consultants and experts, who have been retained by Applicants, or will be retained by Applicants, to assist with, consult on, or otherwise provide assistance to Applicants with regard to the proposed transaction, and (b) please provide a breakout of all such third parties that have been used by Applicants to date and the amount paid to each of those third parties to date. This is a continuing request. Response: Applicants object to the instruction regarding this information request being a




information requests, Applicants provide the following response. Please refer to

Attachment 1 of this response for a list of advisors, consultants, and other third parties

who have been retained to assist with, consult on, or otherwise provide assistance with

regard to the proposed transaction, and the amount paid and/or accrued for each party

as of July 31, 2015.

Applicants' Response to TASC-IR-53 DOCKET NO. 2015-0022

Respondent: Applicants Attachment 1

Page 1 of 3 �

�

NextEra Energy

Transaction costs for advisors, consultants,

and other third parties as of July 31, 2015

Third Party Amount ($000's)

Alston & Bird $75 Alston Hunt Floyd & Ing $58 Anthology Marketing Group $2 Ashford & Wriston, LLP $21 Bennet Group $230 Blackstone Holdings $1,017 Boies Schiller & Flexner $68 Boston Consulting Group $0 Building Industry Association $0 Citibank $8,060 Concentric Energy Advisors $513 D.F. King $0 Deloitte and Touche $105 DTL $84 Eckert Seamans Cherin & Mellott LLC $4 Ernst & Young $149 Feldman Gale PA $0 Fitch, Inc. $75 Gordon M Arakaki $24 Integrity Graphics $2 Intralinks $4 Joele Frank $1,135 JP Morgan $0 Kaimana Hila $0 Maui Economic Development $15 Maui Native Hawaiian Chamber Foundation $8 Moody's Investor Service $175 Morihara Lau & Fong $832 MykroBel LLC $8 National Conference of State Legislature $0 NSTI $15 P Plus Corporation $45



Page 2 of 3 �

�


PricewaterhouseCoopers $0 Radey Thomas $49 Rod S. Aoki, Attorney-at-Law $0 Schlack Ito $223 Securities and Exchange Commission $482 Skadden, Arps, Slate, Meagher & Flom LLP $109 SKD Knickerbocker $565 Slovin Ito $76 Squire Patton Boggs US LLP $31 Standard & Poors Financial Services LLC $250 Starn O'Toole Marcus & Fisher $84 StrataG Consulting, Inc. $22 Tulchin Research $70 University of Hawaii $20 Wachtell Lipton Rosen & Katz $6,650

Total $21,354



Page 3 of 3 �

�

Hawaiian Electric Companies

Transaction costs for advisors, consultants,

and other third parties as of July 31, 2015


Cades Schutte1 $58 Damon L. Schmidt, Esq1 $12 Goodsill Anderson Quinn & Stifel1 $405 Merrimack Energy Group Inc.1 $0 Rod S. Aoki1 $0

Total $475

��1 Services retained by applicant Hawaiian Electric, but invoices paid by HEI.


Respondent: Hawaiian Electric Companies Page 1 of 2

TASC-IR-54 Please provide both a map and a list of all the real property owned, leased, rented or controlled by the Hawaiian Electric Companies, and their parents, subsidiaries and affiliates, in the State of Hawai‘i, including the location and acreage of each property. If such data is unavailable, please provide a reasonable estimate of the acreage. Response: The Hawaiian Electric Companies (“Companies”) object to providing the documents

sought in this information request on the grounds that this information request is overly-

broad and unduly burdensome, and well beyond the scope of this proceeding. The

purpose of this proceeding is to address the Application filed by the Hawaiian Electric

Companies and NextEra Energy in this Docket No. 2015-0022.1 As set forth in Order

No. 32695 at pages 13-18 (Standards of Review), the overall scope of this proceeding

is to determine whether NextEra Energy is fit, willing, and able to perform the service

currently offered by the Hawaiian Electric Companies, and whether the proposed

acquisition is reasonable and in the public interest. The specific issues to be addressed

in this proceeding are set forth in Order No. 32739 at pages 8-10 (Statement of Issues).

The Companies further object to providing the documents sought in this

information request on the grounds that the documents sought contain critical

emergency response and infrastructure information that if disclosed, could increase risk

to the Companies’ facilities, jeopardize its emergency and disaster preparedness plans,

and/or adversely impact its ability to respond to potential terrorist threats.

See also the general objections in Exhibit A to this set of responses.

1 See Order No. 32738 issued on April 1, 2015 in this docket at page 8 (“The purpose of this proceeding is to address the Application filed by the HECO Companies and NextEra.”).



Subject to and without waiving the specific objections and general objections to

this set of responses, the Companies provide the following response. The following is

an estimate of the acreage of all property owned, leased, rented or controlled by the

Hawaiian Electric Companies (excluding easements).

x Hawaiian Electric Acreage: 685.2 acres

x Maui Electric Acreage: 177.7 acres

x Hawai‘i Electric Light Acreage: 167.2 acres

Total Estimated Acreage: 1,030.1 acres



TASC-IR-55 Please provide the total combined acreage of all of the real property owned, leased, rented or controlled by the Hawaiian Electric Companies, and their parents, subsidiaries and affiliates, in the State of Hawai‘i. If such data is unavailable, please provide a reasonable estimate of the total combined acreage. Response: See the response to TASC-IR-54.

EXHIBIT A Page 1 of 5

GENERAL OBJECTIONS

For the purpose of avoiding unnecessary duplication and repetition, each and every

response to the foregoing Information Requests are subject to the objections set forth below.

1. Hawaiian Electric Company, Inc., Hawaiދi Electric Light Company, Inc., Maui

Electric Company, Limited, and NextEra Energy, Inc. (hereinafter collectively “Applicants”)

object to each and every definition and each and every instruction in the Information Request to

the extent the definitions and/or instructions purport to expand Applicants’ obligations beyond

the permissible scope of discovery in this proceeding.

2. Applicants object to the definition of the terms “you,” “your,” and “yourself” to

the extent that they invade the attorney-client or other privilege.

3. Applicants object to each Information Request to the extent that it requests

information well beyond the purpose of this proceeding, which is intended to address the

Application filed by the Hawaiian Electric Companies and NextEra Energy.1 As set forth in

Order No. 32695 at pages 13-18 ("Standard of Review"), the overall scope of this proceeding is

to determine whether NextEra Energy is fit, willing, and able to perform the service currently

offered by the Hawaiian Electric Companies, and whether the proposed acquisition is reasonable

and in the public interest. The specific issues to be addressed in this proceeding are set forth in

Order No. 32739 at pages 8-10 ("Statement of Issues"). Further, in granting intervention in this

docket, the Commission stated that “participation will be limited to the issues as established by

the commission in this docket”2 and it will “preclude any attempts to broaden the issues or to

unduly delay the proceeding[.]”3 In addition, the Commission reminded all parties “that it is

imperative that their involvement in this docket reflect a high standard of quality, relevance, and

timeliness.”4

4. Applicants object to each Information Request to the extent that it seeks

information that is protected from disclosure by the attorney-client privilege, and/or to the extent

the request seeks information that reflects the mental impressions, conclusions, opinions, or legal

��1 See Order No. 32738, issued on April 1, 2015 in this docket, at 8 (“The purpose of this proceeding is to address the Application filed by the HECO Companies and NextEra.”). 2 Order No. 32695, issued March 2, 2015 in this docket, at 62. 3 Id. at 63. 4 Id. at 62-63 (emphasis added).


theories of the Applicants and their attorneys, which is also protected from disclosure by the

attorney work product doctrine.


information or documents within the sole knowledge or possession of other Parties in this

proceeding.

6. Applicants are large corporations with employees located in many different

locations. These documents are kept in numerous locations and frequently are moved from site

to site as employees change jobs or as the business is reorganized. Therefore, it is possible that

not every relevant document may have been consulted in developing Applicants' response.

Rather, these responses provide information that Applicants obtained after a reasonable and

diligent search conducted in connection with this Information Request. To the extent that the

Information Request proposes to require more, Applicants object on the grounds that compliance

would impose an undue burden or expense on Applicants.


information or documents containing trade secrets, and proprietary commercial and/or financial

information, on the grounds that (a) the information or documents are subject to a Non-

Disclosure Agreement, (b) the disclosure of such proprietary commercial and financial

information on a public basis or to entities engaged in competing businesses could adversely

impact Applicants’ transactions with customers, adversely impact Applicants’ costs of doing

business, and result in higher costs to customers, and (c) the uncontrolled disclosure of

proprietary information would give providers of competitive services information useful in

making their own marketing decisions, without expending the time and money necessary to

gather and develop the data, and would allow providers of competitive services to profit or

otherwise derive benefits at the expense of Applicants and their customers.

8. Applicants object to each Information Request seeking internal communications,

audit and/or management reports that reveal internal deliberations, analyses, appraisals and

recommendations regarding the adequacy and effectiveness of the organization’s system of

internal controls, risk management practices, corporate governance, and/or Applicants’ potential

rights, remedies and strategies (i.e., “self-critical assessments”) on public policy grounds.

Requiring that this information be subject to review by parties in a regulatory proceeding would


have a “chilling” effect on deliberative and self-analysis processes. Subjecting such sensitive

internal deliberations to review in a regulatory proceeding would inhibit robust and candid

internal dialogue and evaluation of this nature in the future, and the Applicants’ internal

communications and management process would be seriously hampered. Requests for

information revealing self-critical assessments should balance the need for the information

against the Applicants’ need to manage. By analogy, for example, the Federal Freedom of

Information Act, codified at 5 U.S.C. § 552, and the Uniform Information Practices Act

(Modified), Chapter 92F of the Hawaiދi Revised Statutes, contain broad disclosure requirements

based on the public’s interest in open government. However, the broad policy in favor of

disclosure still allows for exceptions that are intended to permit the efficient and effective

functioning of government by protecting the internal deliberative process.5 The Applicants

object to disclosure of such information revealing self-critical assessments even under a

protective order, unless it is shown that the need for the information outweighs the harm (i.e., the

“chilling” effect on deliberative and self-analysis processes).


customer-specific information or documents on the grounds that (a) such information is

confidential and has been protected from disclosure by the Commission in other proceedings,

(b) in some cases, the customer-specific information is already subject to a protective order in

another docket, and (c) the disclosure of such information has not been consented to by the

customer.


confidential forecast information, which is maintained by Applicants as non-public, confidential

information. Public disclosure of forecast information from which income and earnings

information could be derived, may trigger requirements under the rules and guidelines of the

Securities and Exchange Commission and/or the New York Stock Exchange that information

that is meaningful to investors be released to all investors, if the information is disclosed beyond

a limited number of “insiders” (including persons required by agreement to maintain the

��5 See generally Pennsylvania Public Utility Commission v. West Penn Power Company, 73 PA PUC 122 (July 20, 1990), West Law Slip Op. (“deliberative process privilege” recognized by the Pennsylvania Public Utility Commission with respect to its own internal staff reports).


confidentiality of the information and to use it only for proper purposes). Forecast of earnings,

etc., are the types of information that, if selectively released, could violate such requirements.

11. Applicants object to each Information Request seeking “all” communications,

correspondence, e-mails, documents and other information relating to a particular subject, unless

otherwise noted in the response, on the grounds that such requests generally are overly broad,

unduly burdensome, onerous, oppressive and vexatious. To the extent these requests could be

interpreted to include hard copy and electronic forms of communications (i.e., e-mails), the

number of e-mails relating to certain topics may be voluminous and very difficult and time-

consuming to locate, compile and review. To capture all e-mail relating to specific subjects, for

each person having any involvement whatsoever in the process, including persons who are no

longer employees, every e-mail generated or received directly or as a “cc” over the course of

years would have to be located, reviewed and evaluated. On this basis, attempting to locate,

review, evaluate, copy, scan and produce “all” documentation including communications,

correspondence, e-mails and other information would be unduly burdensome, onerous and

time-consuming. Moreover, the need to review each communication and document to exclude

those that are protected by the attorney-client privilege or attorney work product doctrine, or to

exclude or redact information that Applicants are precluded from disclosing by confidentiality

agreements or arrangements with vendors, bidders or other entities, makes such requests even

more burdensome, onerous and time-consuming. In addition, information produced pursuant to

such requests could include preliminary and/or outdated analyses, which have been superseded

by later analyses that are more relevant to the subject-matter of this proceeding.

12. Applicants object to Information Requests asking Applicants to list documents

that are not produced on the grounds that (a) attempts to list the documents would be unduly

burdensome given the volume of documents, (b) adequate time has not been provided to survey,

much less list, all such documents, and (c) listing documents subject to the attorney-client

privilege and/or attorney work product privilege could result in the disclosure of privileged

information.

13. Applicants object to each Information Request to the extent that it is vague,

ambiguous, overly broad, imprecise, or utilizes terms that are subject to multiple interpretations

but are not properly defined or explained for purposes of such information requests.


14. Applicants object to each Information Request to the extent that it is unlimited in

time or not limited to the time frame relevant to this proceeding.


information that is not relevant to the subject matter of this docket and is not reasonably

calculated to lead to the discovery of admissible evidence.


documents not within the present possession, custody, or control of Applicants, their agents,

employees, representatives, and attorneys, or purports to expand Applicants’ obligations beyond

the permissible scope of discovery in this proceeding.


documents or information easily available to the Requesting Party because it is already on file

with the Commission or otherwise part of the public record.

18. Applicants object to each Information Request that seeks information regarding

Applicants’ confidential security measures designed and implemented to protect Applicants’

assets, particularly measures associated with critical information protection, cybersecurity and

physical security.

19. Applicants object to each Information Request that asks Applicants to make

computations, compute ratios, reclassify, trend, calculate, or otherwise rework data contained in

its files or records.

20. Applicants expressly reserve and do not waive any and all objections they may

have to the admissibility, authenticity or relevancy of the information provided in its responses.

21. In the event any document or information within the scope of any privilege or

objection is disclosed, its disclosure is inadvertent and shall not constitute a waiver of the

privilege or objection.

22. Notwithstanding any of the foregoing general objections and without waiving

these objections, Applicants intend in good faith to respond to these Information Requests.

CERTIFICATE OF SERVICE

I hereby certify that copies of the foregoing document, together with this Certificate of

Service, were duly served on the following parties, by having said copies delivered by electronic

service, as set forth below:

Party Electronic Service

DIVISION OF CONSUMER ADVOCACY 335 Merchant Street Room 326 Honolulu, HI 96813

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DEAN T. YAMAMOTO CARLITO P. CALIBOSO WIL K. YAMAMOTO TYLER P. MCNISH YAMAMOTO CALIBOSO A Limited Liability Law Company 1099 Alakea Street, Suite 2100 Honolulu, HI 96813 Attorneys for PANIOLO POWER COMPANY, LLC and THE GAS COMPANY, LLC, dba HAWAII GAS

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TIM LINDL KEYES, FOX & WIEDMAN LLP 436 14th Street, Suite 1305 Oakland, CA 94612 Attorney for The Alliance for Solar Choice

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RICHARD WALLSGROVE PROGRAM DIRECTOR BLUE PLANET FOUNDATION 55 Merchant Street, 17th Floor Honolulu, HI 96813

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MOLLY A. STEBBINS CORPORATION COUNSEL WILLIAM V. BRILHANTE, JR. DEPUTY CORPORATION COUNSEL COUNTY OF HAWAII 101 Aupuni Street, Suite 325 Hilo, HI 96720

1

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PATRICK K. WONG CORPORATION COUNSEL MICHAEL J. HOPPER DEPUTY CORPORATION COUNSEL DEPARTMENT OF THE CORPORATION COUNSEL COUNTY OF MAUI 200 South High Street Wailuku, Maui, HI 96793

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DOUGLAS S. CHIN ATTORNEY GENERAL OF HAWAII DEBORAH DAY EMERSON GREGG J. KINKLEY DEPUTY ATTORNEYS GENERAL Department of the Attorney General State of Hawaii 425 Queen Street Honolulu, HI 96813 Attorneys for the DEPARTMENT OF BUSINESS, ECONOMIC DEVELOPMENT, AND TOURISM

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ROBIN KAYE FRIENDS OF LANAI P.O. Box 631739 Lanai City, HI 96763

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DAVID J. MINKIN BRIAN T. HIRAI PETER J. HAMASAKI McCORRISTON MILLER MUKAI MacKINNON LLP Five Waterfront Plaza, 4th Floor 500 Ala Moana Boulevard Honolulu, HI 96813 Attorneys for HAWAII ISLAND ENERGY COOPERATIVE and KAUAI ISLAND UTILITY COOPERATIVE

1

COLIN A. YOST, ESQ. Counsel for HAWAII PV COALITION 1003 Bishop Street, Suite 2020 Honolulu, HI 96813 Attorney for HAWAII PV COALITION

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WARREN S. BOLLMEIER II PRESIDENT HAWAII RENEWABLE ENERGY ALLIANCE 46-040 Konane Place 3816 Kaneohe, HI 96744

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LESLIE COLE-BROOKS EXECUTIVE DIRECTOR HAWAII SOLAR ENERGY ASSOCIATION P.O. Box 37070 Honolulu, HI 96837

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J. DOUGLAS ING PAMELA J. LARSON DAVID Y. NAKASHIMA WATANABE ING LLP First Hawaiian Center 999 Bishop Street, 23rd Floor Honolulu, Hawaii 96813 Attorneys for HAWAII WATER SERVICE COMPANY, INC.

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CHRIS MENTZEL CEO HINA POWER CORP P.O. Box 158 Kihei, HI 96753

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ERNEST Y. W. LAU, P.E. MANAGER AND CHIEF ENGINEER HONOLULU BOARD OF WATER SUPPLY 630 South Beretania Street Honolulu, HI 96813

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AMY E. EJERCITO DIRECTOR OF GOVERNMENT AND LEGAL AFFAIRS INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS LOCAL UNION 1260 700 Bishop Street, Suite 1600 Honolulu, HI 96813

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HENRY Q CURTIS TREASURER KA LEI MAILE ALII HAWAIIAN CIVIC CLUB P.O. BOX 37313 Honolulu, HI 96837

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HENRY Q CURTIS VICE PRESIDENT FOR CONSUMER ISSUES LIFE OF THE LAND P.O. BOX 37158 Honolulu, HI 96837

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DOUGLAS S. CHIN ATTORNEY GENERAL OF HAWAII DEBORAH DAY EMERSON BRYAN C. YEE DEPUTY ATTORNEYS GENERAL Office of the Attorney General State of Hawaii 425 Queen Street Honolulu, HI 96813 Attorneys for the OFFICE OF PLANNING, STATE OF HAWAII

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THOMAS L. TRAVIS VICE-PRESIDENT PUNA PONO ALLIANCE RR 2 Box 3317 Pahoa, HI 96778

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ERIK KVAM PRESIDENT RENEWABLE ENERGY ACTION COALITION OF HAWAII, INC. 1110 University Avenue, Suite 402 Honolulu, Hawaii 96826

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ISAAC H. MORIWAKE KYLIE W. WAGER EARTHJUSTICE 850 Richards Street, Suite 400 Honolulu, HI 96813-4501 Attorneys for SIERRA CLUB

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BRUCE NAKAMURA, ESQ. JOSEPH A. STEWART, ESQ. AARON R. MUN, ESQ. KOBAYASHI, SUGITA & GODA 999 Bishop Street, Suite 2600 Honolulu, HI 96813 Attorneys for SUNEDISON, INC.

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SANDRA-ANN Y.H. WONG 1 ATTORNEY AT LAW, A LAW CORPORATION 1050 Bishop Street, #514 Honolulu, HI 96813

Attorney for SunPower Corporation and Tawhiri Power LLC

JAMES M. CRIBLEY 1 MICHAEL R. MARSH CASE LOMBARDI & PETTIT Mauka Tower, Pacific Guardian Center 737 Bishop Street, Suite 2600 Honolulu, HI 96813

Attorneys for ULUPONO INITIATIVE LLC

JAMES J. SCHUBERT 1 Associate Counsel Naval Facilities Engineering Command Pacific (09C) Joint Base Pearl Harbor-Hickam, HI 96860-3134

DON J. GELBER 1 JONATHAN B. GELBER Clay Chapman I wamura Pulice & N ervell 700 Bishop Street, Suite 2100 Honolulu, HI 96813

Attorneys for AES HAW All, INC.

DATED: Honolulu, Hawai'i, September 3, 2015.

Tyler Oya

HAWAIIAN ELECTRIC COMPANY, INC. Regulatory Affairs

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Documents

Response to TASC Information requests