Professional Documents
Culture Documents
September 3, 2015
DIS SEP - 3 P 3: l 2
PUBLIC UTILITiES
. COHMISSIOH
Dear Commissioners:
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 Companies 1 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
The "Hawaiian Electric Companies" are Hawaiian Electric Company, Inc., Maui Electric Company, Limited and
Hawai'i Electric Light Company, Inc.
Hawaiian Electric
What amount of the estimated $3.7 million on consultants has been spent to
date?
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.
Please provide a copy of all communications between Applicants and any
consultants regarding distributed energy resources or ratemaking.
b.
$2
$230
$513
$84
$149
$2
$1,135
c.
$15
$8
$15
$565
$70
$20
$2,807
What amount of the estimated $0.6 million on communications has been spent to
date?
Which consultants have Applicants retained, or contracted with, in order to assist
with communications related to the Proposed Change of Control?
Which consultants were used to purchase media advertisements?
Please provide a breakout of the advertisements run to date and which of the
Applicants paid for which advertisement.
To date (through July 2015), NextEra Energy has spent approximately $1.77
million on communications.
b.
c.
d.
NextEra Energy
Transaction costs for advisors, consultants,
and other third parties as of July 31, 2015
Third Party
Alston & Bird
Alston Hunt Floyd & Ing
Anthology Marketing Group
Ashford & Wriston, LLP
Bennet Group
Blackstone Holdings
Boies Schiller & Flexner
Boston Consulting Group
Building Industry Association
Citibank
Concentric Energy Advisors
D.F. King
Deloitte and Touche
DTL
Eckert Seamans Cherin & Mellott LLC
Ernst & Young
Feldman Gale PA
Fitch, Inc.
Gordon M Arakaki
Integrity Graphics
Intralinks
Joele Frank
JP Morgan
Kaimana Hila
Maui Economic Development
Maui Native Hawaiian Chamber Foundation
Moody's Investor Service
Morihara Lau & Fong
MykroBel LLC
National Conference of State Legislature
NSTI
P Plus Corporation
Amount
($000's)
$75
$58
$2
$21
$230
$1,017
$68
$0
$0
$8,060
$513
$0
$105
$84
$4
$149
$0
$75
$24
$2
$4
$1,135
$0
$0
$15
$8
$175
$832
$8
$0
$15
$45
Amount
($000's)
$0
$49
$0
$223
$482
$109
$565
$76
$31
$250
$84
$22
$70
$20
$6,650
$21,354
Amount
($000's)
$58
$12
$405
$0
$0
$475
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.).
685.2 acres
177.7 acres
167.2 acres
1,030.1 acres
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., Hawai i 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
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 docket2 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.
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).
EXHIBIT A
Page 2 of 5
theories of the Applicants and their attorneys, which is also protected from disclosure by the
attorney work product doctrine.
5.
information or documents within the sole knowledge or possession of other Parties in this
proceeding.
6.
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.
7.
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 NonDisclosure 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.
audit and/or management reports that reveal internal deliberations, analyses, appraisals and
recommendations regarding the adequacy and effectiveness of the organizations 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
EXHIBIT A
Page 3 of 5
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 Hawai i Revised Statutes, contain broad disclosure requirements
based on the publics 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).
9.
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).
EXHIBIT A
Page 4 of 5
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.
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 timeconsuming 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.
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.
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.
EXHIBIT A
Page 5 of 5
14.
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.
16.
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.
17.
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.
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.
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
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
MOLLY A. STEBBINS
CORPORATION COUNSEL
WILLIAM V. BRILHANTE, JR.
DEPUTY CORPORATION COUNSEL
COUNTY OF HAWAII
101 Aupuni Street, Suite 325
Hilo, HI 96720
Electronic
Service
Party
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
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
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
Electronic
Service
Party
WARREN S. BOLLMEIER II
PRESIDENT
HAWAII RENEWABLE ENERGY ALLIANCE
46-040 Konane Place 3816
Kaneohe, HI 96744
LESLIE COLE-BROOKS
EXECUTIVE DIRECTOR
HAWAII SOLAR ENERGY ASSOCIATION
P.O. Box 37070
Honolulu, HI 96837
J. DOUGLAS ING
PAMELA J. LARSON
DAVID Y. NAKASHIMA
WATANABE ING LLP
First Hawaiian Center
999 Bishop Street, 23rd Floor
Honolulu, Hawaii 96813
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
HENRY Q CURTIS
TREASURER
KA LEI MAILE ALII HAWAIIAN CIVIC CLUB
P.O. BOX 37313
Honolulu, HI 96837
Electronic
Service
Party
HENRY Q CURTIS
VICE PRESIDENT FOR CONSUMER ISSUES
LIFE OF THE LAND
P.O. BOX 37158
Honolulu, HI 96837
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
ERIK KVAM
PRESIDENT
RENEWABLE ENERGY ACTION COALITION OF
HAWAII, INC.
1110 University Avenue, Suite 402
Honolulu, Hawaii 96826
ISAAC H. MORIWAKE
KYLIE W. WAGER
EARTHJUSTICE
850 Richards Street, Suite 400
Honolulu, HI 96813-4501
Electronic
Service
Party
SANDRA-ANN Y.H. WONG
ATTORNEY AT LAW, A LAW CORPORATION
1050 Bishop Street, #514
Honolulu, HI 96813
Tyler Oya
HAWAIIAN ELECTRIC COMPANY, INC.
Regulatory Affairs