20231020Exhibit 1 - Direct Testimony Michele Harradence.pdf

BEFORE THE PUBLIC SERVICE COMMISSION OF UTAH
In the Matter of the Joint Application of Questar Gas Company dba Dominion Energy Utah, and Enbridge Quail Holdings, LLC for
Approval of the Proposed Sale of Fall West
Holdco, LLC to Enbridge Quail Holdings, LLC
Docket No. 23-057-16

DIRECT TESTIMONY OF MICHELE HARRADENCE
FOR JOINT APPLICANTS

October 20, 2023

Joint Application Exhibit 1.0

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TABLE OF CONTENTS

I. INTRODUCTION 1 II. ENBRIDGE’S IDENTITY, MANAGEMENT AND EXPERIENCE IN THE ENERGY
INDUSTRY 2
III. PLAN FOR OPERATING QUESTAR GAS 6 IV. PUBLIC INTEREST CONSIDERATIONS AND BENEFITS 7 V. CONCLUSION 13

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I. INTRODUCTION 1
Q. Please state your name and business address. 2
A. My name is Michele Harradence. My business address is 500 Consumer Road, Toronto, 3
Ontario, M2J 1P8, Canada. 4
Q. By whom are you employed and what is your position? 5
A. I am employed by Enbridge Inc. (“Enbridge”), and I am Executive Vice President & 6
President, Gas Distribution and Storage at Enbridge, and President and Chief Executive 7
Officer for Enbridge Gas Inc. (“Enbridge Gas”), which includes accountability for its 8
primary gas utility, Enbridge Gas and Gazifère Inc. (“Gazifère”). 9
Q. What are your qualifications to testify in this proceeding? 10
A. I have listed my qualifications in Joint Application Exhibit 1.01. 11
Q. What is the purpose of your testimony in this Docket? 12
A. The purpose of my testimony is to provide an overview of the proposed transaction (the 13
“Transaction”) pursuant to which Enbridge Quail Holdings, LLC (“EQ Holdings”), a 14
Delaware limited liability company, will acquire all of the outstanding equity interests 15
(“Interests”) of Fall West Holdco LLC (“Fall West”), the parent company of Questar Gas 16
Company (dba Dominion Energy Utah (“Questar Gas” or the “Company”) from Dominion 17
Energy, Inc. (“Dominion Energy”). 18
I also discuss a number of the commitments that are being made by EQ Holdings and 19
Questar Gas in connection with the Transaction and how the Transaction will benefit 20
Questar Gas and its customers, and is just, reasonable and in the public interest. 21
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Q. Please provide an overview of the Transaction. 22
A. On September 5, 2023, Dominion Energy and EQ Holdings entered into a Purchase and 23
Sale Agreement (the “Agreement”) setting forth the terms of the Transaction. A copy of 24
the Agreement is attached to this Joint Application as Joint Application Exhibit 6.0. 25
Pursuant to the Transaction, EQ Holdings will acquire all of the Interests in Fall West and 26
thereby indirectly acquire all of the equity interests of (i) Questar Gas, (ii) the Wexpro 27
Companies,1 (iii) Dominion Gas Project Company, LLC and (iv) Questar InfoComm Inc. 28
EQ Holdings is a direct wholly-owned subsidiary of Genoa Holdings, LLC (“Genoa 29
Holdings”), a Delaware limited liability company. Genoa Holdings is a direct wholly-30
owned subsidiary of Enbridge U.S. Inc. (“Enbridge U.S.”), a Delaware corporation. 31
Enbridge U.S. is an indirect wholly-owned subsidiary of Enbridge, a Canadian 32
corporation. 33
The Transaction is described in further detail in the Agreement. 34
II. ENBRIDGE’S IDENTITY, MANAGEMENT AND EXPERIENCE 35
IN THE ENERGY INDUSTRY 36
Q. Please provide some background about Enbridge. 37
A. At Enbridge, our goal is to be the premier energy delivery company in North America and 38
beyond—for customers, communities, investors, regulators, policymakers, and 39
employees. 40
Enbridge, through its subsidiaries, is a diversified energy company that is uniquely 41
positioned to help accelerate the global transition to a cleaner energy future, and is doing 42

1 The “Wexpro Companies” include Wexpro Company, Wexpro II Company, Wexpro Development Co., and Dominion Energy Wexpro Services Co.
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it in ways that are beneficial to our customers and that are ethical, sustainable and socially 43
responsible. Enbridge is advancing new low-carbon energy technologies—including 44
hydrogen, renewable natural gas, and carbon capture and storage. Enbridge is committed 45
to reducing the carbon footprint of the energy delivered by Enbridge companies, and to 46
achieving net zero emissions within Enbridge’s operations by 2050. 47
Enbridge also recognizes the importance of a secure, reliable, and affordable supply of 48
energy, which is delivered every day through four core businesses: 49
• Liquids Pipelines; 50
• Gas Transmission & Midstream; 51
• Gas Distribution & Storage; and 52
• Renewable Power. 53
The energy transition requires a practical approach, and Enbridge is committed to lowering 54
emissions while meeting growing energy demand; supporting our customers’ needs today 55
while anticipating their needs tomorrow; and developing new energy sources while 56
keeping energy costs in check. 57
Enbridge companies move about 30% of the crude oil produced in North America, 58
transport nearly 20% of the natural gas consumed in the U.S., and operate North America’s 59
third-largest natural gas utility by consumer count and largest by volume of natural gas 60
delivered. 61
Enbridge’s values are Safety, Integrity, Respect, Inclusion, and High Performance. Above 62
all else, Enbridge aims to make a difference, economically and socially—as an industry 63
leader, as a responsible corporate citizen, and as an exceptional employer. 64
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Enbridge was named to the Thomson Reuters Top 100 Global Energy Leaders in 2018; 65
has been selected to Bloomberg’s Gender Equality Index five years running, most recently 66
in 2023; and has been ranked among Canada’s Top 100 Employers 20 times, most recently 67
in 2023. 68
Headquartered in Calgary, Canada, Enbridge has a workforce of more than 12,000 people, 69
primarily located in the United States and Canada. Enbridge (ENB) is traded on the New 70
York and Toronto stock exchanges. 71
Q. What is Enbridge’s financial status? 72
A. Enbridge has deep financial resources. As of December 31, 2022, Enbridge had total assets 73
of C$179.6 (US$131.5) billion and annual operating revenue of C$53.3 (US$39) billion. 74
Additional details about Enbridge’s financial strength and capabilities are addressed by 75
Witness Johnston. 76
Q. Please briefly describe Enbridge’s experience with retail natural gas utilities. 77
A. Enbridge Gas, which provides service in Ontario, has over 175 years of experience in 78
delivering safe, reliable, and affordable natural gas. Enbridge Gas is North America’s third 79
largest natural gas utility by customer count and largest natural gas utility by volume of 80
natural gas delivered with rate base in excess of C$15 (US$11) billion. Additional details 81
about Enbridge’s experience with retail natural gas utilities are addressed by Enbridge 82
Witness Sanders. 83
Q. What values does Enbridge employ in connection with its operations? 84
A. At Enbridge, our core values – Safety, Integrity, Respect, Inclusion, and High Performance 85
– reflect what is truly important to us as a company. The values represent the north star for 86
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the organization, a constant beacon by which Enbridge makes its decisions, as a company, 87
and by which its individual employees make decisions, every day. 88
In particular, safety is paramount at Enbridge. See Enbridge’s Safety Principles page for 89
more information on Enbridge’s safety practices for the employees and contractors, the 90
communities in which Enbridge operates, and the environment. 91
Our core values are more specifically defined as follows: 92
Safety 93
• Relentlessly ensure the safety of communities, customers, contractors, partners 94
and employees; 95
• Proactively identify and prevent safety issues; 96
• Act immediately when a safety issue is identified; and 97
• Continually strive to improve safety performance. 98
Integrity 99
• Do the right thing; 100
• Act courageously and speak up; 101
• Maintain truth and transparency; and 102
• Take accountability for our actions. 103
Respect 104
• Value everyone’s contributions; 105
• Listen to understand first; 106
• Be considerate and support the well-being of all; and 107
• Treat everyone with unfailing dignity and defend against intolerant behavior. 108
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Inclusion 109
• Want and encourage diverse perspectives for the best decisions; 110
• See and celebrate our differences as a strength; 111
• Foster a sense of belonging and team; and 112
• Champion fairness and equity. 113
High Performance 114
• Align to deliver results on things that matter; 115
• Embrace change, take measured risks and adapt to stay ahead; 116
• Trust, empower and provide autonomy; and 117
• Simplicity over complexity. 118
III. PLAN FOR OPERATING QUESTAR GAS 119
Q. Please describe the plans for Questar Gas. 120
A. Following completion of the Transaction, Questar Gas’s headquarters will remain at 333 121
South State Street in Salt Lake City, Utah, and will continue to be locally managed by a 122
seasoned team of executives with expertise in the retail natural gas utility industry. Upon 123
announcement of the Transaction, I noted that, today and for the long-term, natural gas 124
will remain essential for achieving North America’s energy security, affordability, and 125
sustainability goals. Enbridge remains committed to supporting natural gas as critical 126
infrastructure for the long-term to provide safe, reliable, and affordable energy and Questar 127
Gas plays an important role in fulfilling that plan. Additionally, Enbridge will continue to 128
support policies and practices for the diligent management and operation of these assets to 129
provide the current and future customers of Questar Gas choice with respect to their energy 130
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needs. Enbridge’s focus across all the operations of Enbridge companies is to deliver the 131
energy people need and want. 132
IV. PUBLIC INTEREST CONSIDERATIONS AND BENEFITS 133
Q. Will the Transaction serve the public interest? 134
A. Yes. Questar Gas will benefit from the Transaction by being a part of the larger Enbridge 135
group of companies. Enbridge has the experience, expertise, resources and financial 136
strength and wherewithal to ensure that Questar Gas has access to innovative programs, 137
funding and credit as needed to support the operations and growth of Questar Gas as part 138
of Enbridge’s larger plan to create a natural gas utility platform. This is further described 139
in Witness Sanders and Witness Johnston’s testimony. 140
Q. Are EQ Holdings and Questar Gas making any commitments regarding the 141
operations of Questar Gas upon completion of the Transaction? 142
A. Yes. EQ Holdings and Questar Gas are making a number of important commitments 143
regarding the management, operations and financing of Questar Gas, including ring-144
fencing commitments. Some of these commitments are described below and others are 145
addressed by Witness Johnston and Witness Sanders. Enbridge supports and will continue 146
to support EQ Holdings in making these commitments and seeing that they are fulfilled. 147
Further, consistent with Enbridge’s policies and practices, Enbridge supports and will 148
continue to support the commitments made by EQ Holdings and Questar Gas to comply 149
with all existing laws, rules, regulations, provisions of its Tariff, orders, and directives of 150
the Commission, as applicable, following completion of the Transaction. 151
Enbridge supports and will continue to support the further commitments made by EQ 152
Holdings and Questar Gas that senior officers and management employees will be made 153
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available to testify before the Commission and provide information relevant to matters 154
within the jurisdiction of the Commission. 155
Q. Do EQ Holdings and Questar Gas intend to continue supporting economic 156
development in Questar Gas’s service territory? 157
A. Yes. EQ Holdings and Questar Gas commit that Questar Gas will continue to install, 158
upgrade, and maintain Questar Gas’s infrastructure as necessary for safe, reliable, and 159
affordable operations as described in greater detail below and in the testimony of Witness 160
Sanders. Enbridge supports EQ Holdings and Questar Gas in making this commitment and 161
will ensure that resources are made available to fulfill this commitment. 162
In addition, EQ Holdings also intends to continue to advance Questar Gas’s investments 163
in clean technology. Enbridge and its affiliates have significant expertise with clean 164
technology. For example, Enbridge Gas continues to deploy capital with local 165
municipalities and cities to construct infrastructure to capture methane from landfills and 166
upgrade it to pipeline-quality natural gas (renewable natural gas). Furthermore, Enbridge 167
Gas also operates North America’s first utility scale power-to-gas plant to manufacture 168
green hydrogen. In 2021, Enbridge Gas initiated a pilot project, whereby that hydrogen is 169
blended into the natural gas stream for approximately 3,600 customers. This is a first of its 170
kind in North America. 171
Q. Are there additional benefits to Questar Gas and its customers from the Transaction? 172
A. Yes. EQ Holdings and Questar Gas will commit to each of the commitments set forth in 173
the Utah Commitment Matrix attached to the Joint Application as Joint Application 174
Exhibit 5.0. Upon completion of the Transaction, these commitments will provide benefits 175
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to Questar Gas and its customers. Enbridge supports each of those commitments and will 176
ensure that support and resources are necessary to see those commitments fulfilled. 177
Safety 178
Q. Please describe Enbridge’s view towards safety in its operations. 179
A. Enbridge’s mission is to fuel quality of life for its employees, customers, and communities. 180
Operating safely is essential to achieving that mission. It is the duty of each Enbridge 181
company to keep the public, the members of the Enbridge team, the communities where 182
we operate, and the environment safe. Safety is one of Enbridge’s core values. 183
Accordingly, Enbridge assesses and refines safety systems and programs, and monitors 184
and measures safety performance and the health of Enbridge’s safety culture to deliver on 185
Enbridge’s commitment to operate systems safely and reliably, and ensuring that every 186
member of the Enbridge team goes home safely and soundly at the end of every day. To 187
ensure that all members of the team strive for excellent safety and reliability outcomes, 188
Enbridge ties each employee’s incentive compensation to safety and reliability metrics. 189
Ethics 190
Q. Please explain the role of ethics in Enbridge’s culture. 191
A. Everyone who works for Enbridge and its subsidiary companies is accountable for 192
upholding high standards of conduct and understands that transparency around 193
performance is essential for building trust with our stakeholders. 194
Enbridge’s Statement on Business Conduct (“SOBC”) is the foundation of Enbridge’s 195
commitment to ethics and compliance. Upon joining an Enbridge company and annually 196
thereafter, all active team members are required to complete SOBC training and certify 197
their compliance with its provisions. They must also disclose any actual or potential 198
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conflicts of interest. In 2022, the Board approved a revised SOBC, which became effective 199
June 2022. Please see Enbridge’s SOBC. 200
Enbridge’s Whistle Blower Policy encourages employees to turn to their people leaders 201
first to share concerns. The policy sets out the procedures for reporting concerns about 202
potential fraudulent or inaccurate accounting, auditing or financial reporting violations, 203
and ethical misconduct or violations of law or policy. Should team members feel 204
uncomfortable reporting certain concerns through this channel, the Ethics Helpline allows 205
the option of filing a report confidentially and anonymously. The policy also indicates how 206
such concerns are handled, and articulates Enbridge’s approach to preventing further 207
violations of policy as well as our prohibition against retaliation against any person making 208
a complaint in good faith. Please see Enbridge’s Whistle Blower Policy. 209
Q. Please discuss how Enbridge’s commitment to the sustainability of the environment 210
is reinforced by its ethics. 211
A. Sustainability is foundational to Enbridge’s business. Enbridge is committed to reducing 212
its emissions, building lasting relationships with stakeholders, and advancing diversity, 213
equity, and inclusion. Enbridge’s 2022 Sustainability Report4 and Witness Sanders’ 214
testimony provides detailed information with respect to Enbridge’s commitment to 215
Sustainability. Please see Enbridge’s 2022 Sustainability Report. 216
Q. Please elaborate on Enbridge’s activities to support the communities served by 217
Enbridge companies. 218
A. Enbridge’s corporate citizenship program, Enbridge Fueling Futures, supports programs 219
that strengthen the safety, vibrancy, and sustainability of the communities served by 220
Enbridge companies. 221
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Safe communities: Enbridge supports local safety initiatives and organizations that help 222
make communities safer places to live. Enbridge’s commitment to safety – one of five 223
Enbridge core values—is about more than our operational safety. It’s also about the safety 224
of the communities where employees of Enbridge companies live and work. Enbridge’s 225
2022 contribution to safe communities was C$3.5 (US$2.6) million. 226
Vibrant communities: Vibrant communities are places that offer opportunities for every 227
citizen. Enbridge Fueling Futures supports activities that build potential in youth, celebrate 228
culture and community, honor Indigenous peoples and culture and empower people to 229
achieve their full potential. Enbridge’s 2022 contribution to vibrant communities was 230
C$11.8 (US$8.6) million. 231
Sustainable communities: Enbridge supports initiatives that contribute to a sustainable 232
future by helping to improve, grow and nurture the environment. In particular, Enbridge 233
Fueling Futures supports environmental education projects to advance the energy 234
transition and habitat conservation and remediation. Enbridge’s 2022 contribution to 235
sustainable communities was C$1.7 (US$1.2) million. 236
Through Enbridge Fueling Futures, Enbridge is energizing communities through the 237
volunteerism and generosity of employees of Enbridge companies. Employees are 238
empowered to contribute and strengthen the communities served by Enbridge companies 239
on behalf of Enbridge by supporting causes that are important to them. Enbridge provided 240
C$4.6 (US$3.4) million to 2,097 organizations through employee donation matching, 241
volunteer grants, as well as community project and leadership grants in 2022. 242
The Enbridge Fueling Futures program directs substantial support each year to The United 243
Way— supporting and building community resiliency. Since 2018, Enbridge has invested 244
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more than C$32.1 (US$23.5) million in support of local United Way chapters. In 2022, 245
133 communities across North America benefited from: 246
• 2,000+ Enbridge team members’ participation; 247
• 2,900 volunteer hours by Enbridge employees; and 248
• C$4.7 (US$3.4) million of total giving from employee, contractor, and retiree 249
donations, boosted by Enbridge’s corporate match. 250
Enbridge is committed to supporting and strengthening the communities near pipelines 251
and facilities of Enbridge companies, and being a good neighbor means the world to us. 252
Additional information, along with a listing of community investments, can be found at 253
https://www.enbridge.com/about-us/our-values/corporate-citizenship. 254
Teamwork 255
Q. What is Enbridge’s approach to teamwork among its employees and its operating 256
businesses? 257
A. Enbridge employees are encouraged by and have said that the most important actions and 258
behaviors contributing to building pride in Enbridge and energizing the team come from 259
the working environment that has been created: 260
• Being accountable; 261
• Communicating effectively; 262
• Building relationships and collaborating as one team; 263
• Leading by example; and 264
• Engaging and developing our people. 265
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V. CONCLUSION 266
Q. Would you please summarize your testimony? 267
A. It is my firm belief that the Transaction will benefit Questar Gas and its customers, and 268
that the Transaction is in the public interest and provides a net positive benefit. Enbridge 269
has the necessary financial, technical, and managerial expertise to own and operate Questar 270
Gas. Enbridge is a strong and well-financed company that will strengthen Questar Gas. 271
Enbridge’s lasting investment focus means that Enbridge intends to own Questar Gas for 272
the long term – lending stability to, and confidence in, Questar Gas’ continued role as a 273
dependable supplier of natural gas service at reasonable rates. 274
Q. Does this conclude your testimony? 275
A. Yes.276
Country of Canada )
) ss.
City of Toronto, Canada )
I, Michele Hanadence, being first duly sworn on oath, state that the answers in the
foregoing written testimony are true and correct to the best of my knowledge, information and
belief. The exhibits attached to the testimony were prepared by me or under my direction and
supervision, except where otherwise stated, in which case they are true and correct copies of what
they purport to be, to the best of my knowledge, information and belief. Any exhibits not prepared
by me or under my direction and supervision are true and conect copies of the documents they
purport to be.
SUBSCRIBED AND SWORN TO this ----',-,.,_______ day of October, 2023.
Notary Public
A1exanaer Heuton
LSO#: 776741