STATE OF VERMONT PUBLIC SERVICE BOARD Joint Petition of Verizon New England Inc. d/b/a Verizon Vermont, Certain Affiliates Thereof and FairPoint Communications, Inc. For approval of asset transfer, acquisition of Control by merger and associated transactions ) ) ) ) ) Docket No. 7270 Confidential SURREBUTTAL TESTIMONY OF JOEL F. JEANSON ON BEHALF OF THE DEPARTMENT OF PUBLIC SERVICE August 10, 2007 Summary: The purpose of Mr. Jeanson’s testimony is to respond to certain financial issues attendant to the proposed transaction. 1 A. IDENTIFICATION AND QUALIFICATION OF WITNESS 2 Q. What is your name and business address? 3 A. My name is Joel F. Jeanson, and my business address is 549 River Bluff Circle, 4 Oconomowoc, WI 53066. 5 6 Q. By whom are you employed? 7 A. I am a Manager in the Utilities Consulting Practice of the Huron Consulting Group 8 (Huron). 9 10 Q. Mr. Jeanson, on whose behalf are you testifying in this proceeding? 11 A. My testimony is presented on behalf of The State of Vermont Department of Public 12 Service (DPS). 13 14 Q. Please provide your background and experience. 15 A. I have worked in management and as a consultant in the public utilities industry for over 16 25 years. As a consultant, I have performed numerous financial and management 17 reviews of electric, gas and telecommunications utilities for regulators throughout the 18 United States. 19 Accountants and the Wisconsin Institute of Certified Public Accountants. 20 Director and shareholder of the Barrington-Wellesley Group, Inc. (BWG), a management 21 consulting firm which was acquired by Huron Consulting Group on April, 1 2007. I 22 joined BWG in 2001. From 1983 to 2001, I held various financial management and 23 internal audit positions in a utility headquartered in Indiana. From 1979 to 1983 I was an 24 auditor with Arthur Andersen & Co. I am a member of both the American Institute of Certified Public I was a I have a B.S. in Business (with distinction), Surrebuttal Testimony of Joel F. Jeanson (on behalf of Vermont Department of Public Service). August 10, 2007 Page 1 1 majoring in accounting, from Indiana University. I am a licensed CPA in the state of 2 Wisconsin. ATTACHMENT DPS-JFJ-1 contains a copy of my Curriculum Vitae. 3 B. PURPOSE OF SURREBUTTAL TESTIMONY 4 Q. Mr. Jeanson, what is the purpose of your Surrebuttal Testimony? 5 A. My surrebuttal testimony provides the Vermont Public Service Board (Board) with a 6 response to portions of the rebuttal testimony of FairPoint Communications, Inc. 7 (FairPoint). Specifically, my testimony addresses points raised in the FairPoint rebuttal 8 testimony related to the sensitivity of the financial results of the proposed acquisition of 9 Verizon’s Vermont properties by FairPoint to certain risks attendant to the proposed 10 transaction. 11 C. SUMMARY OF TESTIMONY 12 Q. Please provide a summary of your Surrebuttal Testimony. 13 A. My surrebuttal testimony responds to statements made in the rebuttal testimony of 14 FairPoint witnesses Mr. Michael J. Balhoff and Mr. William E. King. Mr. Balhoff states 15 that his “original table did not include testing growth greater than 1% annually above the 16 company’s projections (highlight in the original)……The reason was that I believe it is 17 unlikely that such a scenario will unfold.”1 He goes on to state that “(m)y conviction is 18 that the company is more likely to outperform its model than underperform.”2 19 states “I believe there is a reasonable opportunity for FairPoint to outperform the 20 projections, providing additional “cushion” for the overall plan and serving as the basis 21 for my assertion that the NNE Projections might be conservative.”3 In my opinion, these 1 2 3 Mr. King Prefiled Rebuttal Testimony of FairPoint Communications, Inc. witness Michael J. Balhoff, page 25. Prefiled Rebuttal Testimony of FairPoint Communications, Inc. witness Michael J. Balhoff, page 27. Prefiled Rebuttal Testimony of FairPoint Communications, Inc. witness William E. King, page 24. Surrebuttal Testimony of Joel F. Jeanson (on behalf of Vermont Department of Public Service). August 10, 2007 Page 2 1 beliefs do not provide the Board with sufficient evidence that FairPoint has the financial 2 capacity to withstand risks associated with the transaction. 3 Huron and the DPS developed seven scenarios to test the sensitivity of FairPoint’s 4 financial capacity to changes in costs and revenues. These scenarios included increases in 5 operating expenses, increases in capital expenditures, increases in interest rates, and 6 reductions in revenues. We developed a base case using the financial model provided by 7 FairPoint 8 (CONFIDENTIAL), and then modeled these scenarios to determine the impact on debt 9 service coverage ratios, cash flows and borrowings against this base case. The results of 10 these sensitivity analyses are provided as Exhibit DPS-JFJ-2, which is attached to this 11 testimony and are discussed in more detail below. 12 The results of the sensitivity analysis indicate that FairPoint has financial capacity to 13 absorb certain levels of cost increases, both on-going and one-time, conversion-related 14 increases, and revenue decreases. 15 dividends paid to common shareholders will be required to stay in compliance with debt 16 coverage ratios required by FairPoint’s debt covenants. 17 expect that at some time during the forecast period that FairPoint will have to reduce 18 dividend payments for one or more years in order to remain in compliance with its debt 19 coverage ratios. 20 In two scenarios, FairPoint does not appear to have the ability to satisfy the debt coverage 21 ratios even when eliminating the cash dividend paid to shareholders. These scenarios are: 22 1) both operating expenditures and capital expenditures increase by $50 million per year 23 in each year of the forecast period, and 2) the “perfect storm” scenario in which capital on May 21, 2007, as Attachment A.DPS:FP.1-197 Supplemental Some scenarios indicate that a reduction in cash Surrebuttal Testimony of Joel F. Jeanson (on behalf of Vermont Department of Public Service). August 10, 2007 I believe it is reasonable to Page 3 1 and operating expenditures increase, interest rates increase, and revenues decrease. I do 2 not believe that either of these two scenarios is likely. 3 4 Q. Have risk factors associated with this transaction been identified? 5 A. Yes, FairPoint identified numerous risk factors associated with this transaction. These 6 risk factors are most recently described in the Form S-4/A filed by FairPoint with the 7 Securities and Exchange Commission (SEC) on July 10, 2007. The risk factors described 8 in this SEC filing include: 9 The integration of FairPoint’s and Spinco’s businesses may not be successful. 10 If the assets transferred to Spinco by Verizon are insufficient to operate the combined 11 company’s business, it could adversely affect the combined company’s business, 12 financial condition, and results of operations. 13 FairPoint’s or the combined company’s spending in excess of the budgeted amounts 14 on infrastructure and network systems integration and planning related to the merger 15 could adversely affect FairPoint’s or the combined company’s business, financial 16 condition and results of operation. 17 FairPoint and Spinco provide services to customers over access lines, and if the 18 combined company loses access lines, its business, financial condition and results of 19 operations may be adversely affected. 20 21 22 The combined company may not be able to successfully integrate new technologies, respond effectively to customer requirements or provide new services. The combined company’s business, financial condition and results of operations 23 could be adversely affected if the combined company fails to maintain satisfactory 24 labor relations. 25 26 The combined company may face significant future liabilities or compliance costs in connection with environmental and worker health and safety matters. Surrebuttal Testimony of Joel F. Jeanson (on behalf of Vermont Department of Public Service). August 10, 2007 Page 4 1 Regulatory changes in the communications industry could adversely affect the 2 combined company’s business by facilitating greater competition, reducing potential 3 revenues or raising its costs. 4 Risk factors are also discussed in the prefiled direct and prefiled surrebuttal testimony of 5 Staff witness Perry L. Wheaton. 6 7 Q. Was the FairPoint financial model provided as Attachment A.DPS:FP.1-197 8 Supplemental (CONFIDENTIAL), the same financial model used to run the 9 financial projections provided in response to DPS:FP.1-86 (CONFIDENTIAL)? 10 A. Yes. Huron compared the information contained in the financial model to the response to 11 DPS:FP.1-86. The information was identical. The financial model covers an eight year 12 period from 2008 through 2015. 13 14 Q. 15 16 Did Huron use the abovementioned financial model as its base case from which to run the sensitivity analyses? A. No. In consultation with DPS staff, we created a new base case from which to run the 17 sensitivity analyses. The base case includes the following adjustments to the FairPoint 18 financial model: 19 Increase revenue by $23 million per year for the Yellow Page revenue adjustment in 20 New Hampshire that is not applicable to FairPoint beginning in 2008; Decrease revenue by $9 million per year for the termination of the alt reg benefit in 21 22 Vermont beginning in 2010; and Decrease revenue by $45 million per year for Maine rate reduction beginning in 2008. 23 24 25 Q. Why did you choose these three adjustments to calculate the base case? Surrebuttal Testimony of Joel F. Jeanson (on behalf of Vermont Department of Public Service). August 10, 2007 Page 5 1 A. In our opinion, these adjustments represent events that are likely to transpire based on 2 what we know at this point in time. In the event these adjustments do not prove to be 3 required, FairPoint’s EBITDA and Net Long-term Debt Cushion as described below will 4 increase. 5 Q. 6 7 Has FairPoint adjusted its financial model for these same three items subsequent to providing its response to DPS:FP.1-86? A. No. Q. Please describe in more detail how you evaluated the financial impact of the various 8 9 10 11 sensitivity analyses. A. For each scenario, I calculated the amount of EBITDA Cushion and Net Long-term Debt 12 Cushion available. The amount of cushion available is constrained by FairPoint’s debt 13 covenant in the form of two separate debt coverage ratios and by the total amount of debt 14 capacity available to FairPoint. 15 operating expenses can increase or revenues decrease (or some combination of the two) 16 and still satisfy the debt coverage ratio specified in the debt covenants. This coverage 17 ratio is defined as Adjusted EBITDA divided by Interest Expense, and must exceed 2.25. EBITDA Cushion represents the amount by which 18 19 Long-term Debt Cushion represents the amount of additional borrowing capacity 20 available to FairPoint while satisfying the debt coverage ratio defined as Net Long-term 21 Debt divided by Adjusted EBITDA. This coverage ratio must be not exceed 5.75 in 2008 22 and must not exceed 5.50 each year thereafter. 23 24 Throughout the remainder of my testimony I refer to EBITDA Cushion and Long-term 25 Debt Cushion collectively as financial cushion. 26 Surrebuttal Testimony of Joel F. Jeanson (on behalf of Vermont Department of Public Service). August 10, 2007 Page 6 1 Q. Why is financial cushion important? 2 A. Financial cushion represents the ability for FairPoint to absorb cost increases or revenue 3 decreases due to unanticipated events or transactions or assumptions that prove to be 4 inaccurate and still meet the needs of its various stakeholders. 5 6 Q. How mush financial cushion does FairPoint have available in the base case? 7 A. In the base case, FairPoint has financial cushion available by year (in million dollars) as 8 shown in the table below. As an example, in 2015 FairPoint has the ability to increase 9 operating expenses by $110.5 million and still satisfy the Adjusted EBITDA/Interest 10 Expense debt coverage ratio or add $472.0 million in long-term debt and still satisfy the 11 Net Long-term Debt/Adjusted EBITDA debt coverage ratio. But this does not mean that 12 FairPoint has the ability to both increase operating expenses and increase borrowings by 13 these amounts. If Adjusted EBITDA in 2015 is reduced by all or part of the $110.5 14 EBITDA Cushion, FairPoint’s Net Long-term Debt Cushion will decrease since adjusted 15 EBITDA is part of the Net Long-term Debt Cushion calculation. 16 2008 2009 2010 2011 2012 2013 2014 2015 EBITDA Cushion $145.8 $170.5 $168.8 $149.3 $140.8 $128.8 $119.8 $110.5 Net Long-term Debt Cushion $213.0 $279.0 $341.0 $391.0 $430.0 $461.0 $472.0 $472.0 17 18 Q. Please describe the scenarios used in performing your sensitivity analyses. 19 A. As shown in DPS-JFJ-2, I used seven scenarios in my sensitivity analysis in addition to 20 the new base case. These scenarios are: 21 1. New base case as described above. 22 2. Conversion-related capital expenditures increase by $25 million and conversion- 23 related operating expenses (e.g., the TSA fees) increase by $75 million in 2008. Surrebuttal Testimony of Joel F. Jeanson (on behalf of Vermont Department of Public Service). August 10, 2007 Page 7 1 3. Capital expenditures increase by $50 million per year beginning in 2008. 2 4. Operating expenses increase by $50 million per year beginning in 2008. 3 5. Revenues are less by five percent each year beginning in 2008. 4 6. Interest rate on borrowings increases by 200 basis points beginning in 2008. 5 7. Both operating expenses and capital expenses increase by $50 million per year 6 beginning in 2008. 7 8. In the “Perfect Storm” scenario, a) capital expenditures increase by $50 million per 8 year, b) operating expenses increase by $75 million per year, c) conversion-related 9 capital expenditures increase by $50 million, d) operating revenues are less by two 10 percent each year, and e) the interest rate on borrowings increases by 100 basis 11 points. 12 All of the items discussed above are assumed to be cash items. Related changes in 13 depreciation expense, long-term debt, interest expense, and income taxes are made within 14 the financial model. In the perfect storm scenario, dividends are reduced to zero in each 15 year; in the other scenarios, dividends remain unchanged at $142 million per year. 16 17 Q. Does FairPoint have adequate financial cushion in the scenario in which conversion- 18 related capital expenditures increase by $25 million and conversion-related 19 operating expenses (e.g., the TSA fees) increase by $75 million in 2008? 20 A. Yes. As can be seen in the table below, FairPoint has over $100 million of EBITDA 21 cushion on average in any single year. FairPoint’s Net Long-term Debt Cushion is 22 negative $15.0 million in 2008 averages well over $200 million in all other years. I do 23 not believe that the negative $15.0 million in 2008 should be of concern to the State of 24 Vermont since FairPoint has remedies, such as a reduction in dividends payments, which 25 can readily be applied to eliminate the negative Net Long-term Debt Cushion. 26 Surrebuttal Testimony of Joel F. Jeanson (on behalf of Vermont Department of Public Service). August 10, 2007 Page 8 2008 2009 2010 2011 2012 2013 2014 2015 EBITDA Cushion $57.3 $154.8 $153.0 $133.5 $122.8 $110.8 $101.8 $92.5 Net Long-term Debt Cushion $(15.0) $175.0 $235.0 $280.0 $314.0 $339.0 $337.0 $306.0 1 2 Q. 3 4 Does FairPoint have adequate financial cushion in the scenario in which capital expenditures increase by $50 million per year beginning in 2008? A. Yes. In the years 2008 through 2014, EBITDA Cushion averages over $100 million per 5 year and Net Long-term Debt Cushion averages well over $100 million per year as well. 6 Net Long-term Debt Cushion doesn’t become negative and EBITDA Cushion doesn’t 7 drop below $50 million until 2015. 8 2008 2009 2010 2011 2012 2013 2014 2015 EBITDA Cushion $139.0 $159.3 $150.8 $122.3 $102.5 $81.5 $61.3 $40.8 Net Long-term Debt Cushion $161.0 $176.0 $189.0 $183.0 $160.0 $125.0 $57.0 $(42.0) 9 10 Q. 11 12 Does FairPoint have adequate financial cushion in the scenario in which operating expenses increase by $50 million per year beginning in 2008? A. Yes, for about one-half of the eight year forecast period. Then, beginning in 2012, Net 13 Long-term Debt Cushion becomes negative and stays negative for the remainder of the 14 forecast period. EBITDA Cushion remains positive until 2015. In this scenario, one 15 option available to FairPoint to stay in compliance with its debt coverage ratios is to 16 reduce its cash dividend paid to common shareholders. Cash dividends are projected to be 17 $142 million per year. 18 EBITDA Cushion 2008 2009 2010 2011 2012 2013 2014 2015 $89.0 $109.3 $100.8 $72.3 $52.5 $33.8 $13.5 $(7.0) Surrebuttal Testimony of Joel F. Jeanson (on behalf of Vermont Department of Public Service). August 10, 2007 Page 9 Net Long-term Debt Cushion $164.0 $182.0 $198.0 $86.0 $(6.0) $(106.0) $(202.0) $(298.0) 1 2 Q. 3 4 Does FairPoint have adequate financial cushion in the scenario in which revenues are less by five percent each year beginning in 2008? A. No. In this scenario both EBITDA Cushion and Net Long-term Debt Cushion become 5 negative before the end of the forecast period – in the case of Net Long-term Debt 6 Cushion as early as 2011. In this scenario, reductions in cash dividends paid to common 7 shareholders will have to be significantly greater than the reductions referred to in the 8 preceding scenario to satisfy the Net Long-term Debt coverage ratio. Cash dividends are 9 projected to be $142 million per year. By using cash to reduce debt rather than pay 10 dividends, interest expense will also be reduced. This reduction in interest expense will 11 likely be sufficient to satisfy the adjusted EBITDA debt coverage ratio. 12 noted that the base case includes a net decrease in operating revenues and that these 13 revenue reductions are in addition to the base case revenue reductions. It should be 14 2008 2009 2010 2011 2012 2013 2014 2015 EBITDA Cushion $66.8 $84.8 $74.0 $42.0 $17.8 $(6.8) $(31.5) $(56.5) Net Long-term Debt Cushion $46.0 $79.0 $49.0 $(107.0) $(225.0) $(346.0) $(471.0) $(599.0) 15 16 Q. 17 18 19 Does FairPoint have adequate financial cushion in the scenario in which the interest rate on borrowings increases by 200 basis points beginning in 2008? A. Yes. In this scenario FairPoint is able to satisfy both debt coverage ratios in all years forecasted. 20 EBITDA Cushion 2008 2009 2010 2011 2012 2013 2014 2015 $107.5 $132.3 $130.5 $108.8 $95.8 $81.5 $70.3 $58.8 Surrebuttal Testimony of Joel F. Jeanson (on behalf of Vermont Department of Public Service). August 10, 2007 Page 10 Net Long-term Debt Cushion $198.0 $251.0 $303.0 $339.0 $362.0 $375.0 $379.0 $369.0 1 2 Q. Does FairPoint have adequate financial cushion in the scenario in which both 3 operating expenses and capital expenditures increase by $50 million per year 4 beginning in 2008? 5 A. No. In this scenario, both EBITDA Cushion and Net Long-term Debt Cushion become 6 negative before the end of the forecast period – in the case of Net Long-term Debt 7 Cushion as early as 2011. 8 elimination of, the cash dividend paid to common shareholders may not in and of itself be 9 sufficient to satisfy the debt coverage ratios. Cash dividends are projected to be $142 10 And in this case, it appears that reductions in, or the million per year. 11 2008 2009 2010 2011 2012 2013 2014 2015 EBITDA Cushion $82.3 $98.0 $80.5 $43.0 $12.0 $(20.3) $(51.8) $(85.8) Net Long-term Debt Cushion $111.0 $75.0 $32.0 $(142.0) $(299.0) $(469.0) $(640.0) $(818.0) 12 13 Q. Does FairPoint have adequate financial cushion in the “Perfect Storm” scenario, 14 that is, in which a) capital expenditures increase by $50 million per year, b) 15 operating expenses increase by $75 million per year, c) conversion-related capital 16 expenditures increase by $50 million, d) operating revenues are less by two percent 17 each year, and e) the interest rate on borrowings increases by 100 basis points? 18 A. No. This scenario assumes that projected cash dividends paid to common shareholders of 19 $142 million per year have been eliminated in all years. Even with the elimination of the 20 cash dividend paid to common shareholders, FairPoint will not be in compliance with the 21 Net Long-term Debt coverage ratio beginning in 2008, the first year of the forecast Surrebuttal Testimony of Joel F. Jeanson (on behalf of Vermont Department of Public Service). August 10, 2007 Page 11 1 period. FairPoint will be in compliance with the adjusted EBITDA debt coverage ratio in 2 three of the eight years, and have negative cushion in the other five years. 3 2008 2009 2010 2011 2012 2013 2014 2015 EBITDA Cushion $(4.5) $27.0 $34.3 $13.5 $(0.5) $(12.5) $(22.8) $(35.3) Net Long-term Debt Cushion $(290.0) $(56.0) $(26.0) $(117.0) $(170.0) $(222.0) $(261.0) $(308.0) 4 5 Q. Does this conclude your Rebuttal Testimony? 6 7 A. Yes. Surrebuttal Testimony of Joel F. Jeanson (on behalf of Vermont Department of Public Service). August 10, 2007 Page 12 1 Exhibit DPS-JFJ-1 2 JOEL F. JEANSON 3 4 5 6 7 8 9 10 11 Mr. Jeanson, CPA, has extensive experience in utility finance and accounting, financial and operational auditing, internal control review and assessment, corporate performance, capital and O&M budgeting and management reporting. He is a member of the American Institute of CPAs, the Wisconsin Institute of CPAs, the Institute of Management Accountants, and is a past president of the Indianapolis Chapter of the Institute of Internal Auditors. During his business career, Mr. Jeanson has directed the accounting, budgeting, corporate performance and auditing departments at a major investor owned LDC headquartered in Indiana. He began his career with Arthur Andersen & Co. 12 13 14 Mr. Jeanson received a Bachelor of Science degree in Accounting, with distinction, from Indiana University. He has continued his studies with course work at the Indiana University Graduate School of Business and is also a graduate of the Wabash Executive Program. 15 UTILITY INDUSTRY CONSULTING EXPERIENCE 16 17 Lead consultant for the independent assessment of Water System revenue requirements of the Los Angeles Department of Water and Power for the LA City Council. (On-going) 18 19 20 Lead consultant for the review of affiliate transactions in connection with audit preparation services provided to Peoples Gas Light and Coke Company in connection with a management audit ordered by the Illinois Commerce Commission. (2007) 21 22 Lead consultant for the operational review of the financial services division of a large Midwest water and wastewater utility. (2007) 23 24 Project manager and lead consultant for the management and operations audit of the Martin County Water District for the Kentucky Public Service Commission. (2006-07) 25 26 27 28 Lead consultant for the review of business planning, cost allocations and benchmarking for the Lower Colorado River Authority Water and Wastewater Utility (WWUS) in connection with the management review of WWUS for the LCRA Board of Directors. (2006) 29 30 31 Lead consultant for the review of customer services and cost allocations in connection with the management audit of the Pennsylvania operating affiliates of FirstEnergy Corporation for the Pennsylvania Public Utility Commission. (2006) 32 33 34 Project manager and lead consultant for the review of the meter reading and billing practices of Arizona American Water Company for the Arizona Corporation Commission. (2006-07) 35 36 Project manager and lead consultant for the review of the meter reading, usage estimation and billing practices of Arizona Public Service Company for the ACC. (2005) Surrebuttal Testimony of Joel F. Jeanson (on behalf of Vermont Department of Public Service). August 10, 2007 Page 13 1 2 3 Lead BWG Consultant for cost of service litigation strategy support for Baltimore Gas & Electric Company’s recent gas services rate case in Maryland. Analyzed company and intervener testimonies and developed cross-examination strategies. (2005) 4 5 6 7 Lead consultant for the review of cost allocations in connection with management audit preparation services provided to South Jersey Gas and New Jersey Natural Gas in connection with management audits ordered by the New Jersey Board of Public Utilities. (2004) 8 9 10 Lead consultant for the review of cost allocations and structural requirements of the Southern New England Telephone Company (an SBC affiliate) for the Connecticut Department of Public Utility Control. (2005) 11 12 13 14 15 Lead consultant for the analysis of variances by FERC account for the four utility operating company subsidiaries of a major Midwestern utility holding company in connection with the Companies’ applications for authority to increase utility rates. Variances are attributable to operating efficiencies and other synergies from a recent merger, changes in allocation methodologies, and accounting inconsistencies. (2004) 16 17 18 Lead consultant for the review of budgeting and accounting issues associated with the focused management audit of Kentucky Utility’s and Louisville Gas & Electric’s earnings sharing mechanism for the Kentucky Public Service Commission. (2003) 19 20 21 22 Lead Consultant for the program evaluation of SBX1 5 energy efficiency and low-income assistance funds performed for the CPUC. Reviewed and tested SDG&E and Southern California Gas’s program costs, administration and compliance with CPUC and Legislative requirements. (2003) 23 24 25 26 Consultant for the audit of Atlantic City Electric’s (ACE) restructuring-related Deferred Balances performed for New Jersey Board of Public Utilities (NJ BPU). Developed the regulatory framework for the audit and assessed ACE’s compliance with NJ BPU Orders and guidelines. (2002) 27 28 A lead consultant for the utility integration and organizational study of the City and County of Denver Wastewater Management Division. (2004) 29 30 31 A lead consultant for the restructuring of the financial organization of The Metropolitan District, a municipal water and sewer utility headquartered in Hartford, Connecticut. (2004) 32 33 34 35 Lead Consultant for the review of financial, human resources, information technology, and customer service (including meter reading and billing) functions in connection with the comprehensive management study of a large municipal water and wastewater utility (2003) 36 37 38 39 Consultant for BWG’s audit of the Los Angeles Department of Water & Power (LADWP) performed for the City of Los Angeles. Assessed LADWP’s financial management and control environment and assisted with the review of workforce planning policies and procedures. (2002) 40 Surrebuttal Testimony of Joel F. Jeanson (on behalf of Vermont Department of Public Service). August 10, 2007 Page 14 1 UTILITY INDUSTRY EXPERIENCE 2 3 4 Directed the accounting department with responsibility for financial (SEC, GAAP and regulatory) and management reporting, budgeting, financial controls, financial information systems, and the quarterly Gas Cost Adjustment accounting schedules. 5 6 7 Performed an internal audit of revenue requirement calculations and pro forma accounting adjusting entries in connection with the application for an increase in rates prior to filing. 8 9 10 11 Performed a comparative analysis and assessment of Indiana Gas’ main and service extension policies to those of other gas distribution utilities across the United States. Developed strategy for changing those policies and the internal operating procedures related to those policies. 12 13 14 15 16 Directed the corporate business planning and budgeting process. Integrated the strategic and operational planning processes so that departmental plans, capital and O&M budgets and performance measures would be focused on both continuous improvement and the accomplishment of corporate objectives – which included both financial and nonfinancial measures. 17 Directed the capital budgeting process, including the capital variance reporting process. 18 19 20 Developed responsibility reporting process, budgets (capital and O&M), and management reports for Vectren Corporation for first year post-merger that reflected merger-related costs and savings. 21 22 23 24 Financial lead in Vectren merger integration efforts for the various financial areas, including identification of staffing levels and cost savings opportunities and making recommendations to provide structure and direction for the company’s financial organization. 25 26 27 Project director for activity-based management initiative focused on internal products and services. ABM used to assess performance against other service providers, measure performance, and improve decision-making. 28 29 30 Updated and enhanced monthly financial report used to review actual and projected operating results, and set direction as to action required to meet corporate financial objectives. 31 32 33 Directed team that established capital expenditure guidelines, policies and procedures for new business capital investments. Introduced discounted cash flow modeling to decision-making process. 34 35 36 Developed quarterly performance measurement reports that included non-financial as well as financial measures that tracked performance over time and across operating regions as well as against external benchmarks. 37 38 39 40 Led customer service business process improvement initiative that assessed performance and made recommendations for improvement of all customer service processes including the customer billing process, leading to improved customer service and reduced costs. Facilitated the development of customer service standards. Surrebuttal Testimony of Joel F. Jeanson (on behalf of Vermont Department of Public Service). August 10, 2007 Page 15 1 2 3 Key member of team that completed a study to identify the services, and levels of service, that customers are willing to pay for. This study resulted in significant changes in how the company delivered services to its customers. 4 5 6 7 Directed the service technician performance management pilot project to evaluate customer satisfaction and identify cost savings opportunities. This pilot project ultimately led to establishing processes to evaluating operating performance and quality for the entire bargaining unit workforce. 8 9 10 Directed the internal audit department which included responsibility for testing the accuracy of customer billing as well as operational reviews of field meter reading processes. 11 WORK EXPERIENCE 12 Manager, Huron Consulting Group (2007 – present) 13 Director and Partner, Barrington-Wellesley Group (2001 - 2007) 14 15 Director of Accounting, Budgeting and Management Reporting, Indiana Gas / Vectren (1996 - 2001) 16 Director of Corporate Performance, Indiana Gas (1992 - 1996) 17 Financial Director of Marketing and Operations, Indiana Gas (1989 - 1992) 18 Director of Internal Audit, Indiana Gas. (1983 - 1989) 19 Senior Auditor, Arthur Andersen (1979 – 1983) 20 Surrebuttal Testimony of Joel F. Jeanson (on behalf of Vermont Department of Public Service). August 10, 2007 Page 16