INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 1 1 2 SUPREME COURT OF THE STATE OF NEW YORK 3 COUNTY OF NEW YORK: TRIAL TERM PART 61 4 5 6 - - - - - - - - - X In the Matter of the Application of the PEOPLE OF THE STATE OF NEW YORK by ERIC T. SCHNEIDERMAN, Attorney General of the State of New York, 7 Petitioner, 8 9 For an order pursuant to CPLR Section 2308(b) to compel compliance with a subpoena issued by the Attorney General 10 - against 11 12 PRICEWATERHOUSECOOPERS LLP and EXXON MOBIL CORPORATION, 13 Respondents 14 - - - - - - - - - - - - - - - - - - - - - - - Index No. 451962/2014 15 June 16, 2017 60 Centre Street New York, New York 10007 16 17 B E FOR E: A P PEA RAN THE HONORABLE BARRY R. OSTRAGER, Justice. 18 C E S: 19 20 21 22 STATE OF NEW YORK OFFICE OF THE ATTORNEY GENERAL ERIC T. SCHNEIDERMAN 120 Broadway New York, New York 10271-0332 BY : JOHN OLESKE, ESQ. MANISHA M. SHETH, ESQ. MANDY DeROCHE, ESQ. 23 24 (Continued on next page for certification.) 25 26 Terry-Ann Volberg, CSR, CRR, Official Court Reporter 1 of 101 X FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 INDEX NO. 451962/2016 RECEIVED NYSCEF: 06/21/2017 2 Proceedings 1 2 A P PEA 3 PAUL, WEISS, RIE'KIND, WHARTON & GARRISON LLP Attorneys at Law 1285 Avenue of. the Americas New York, New York 10019-6064 BY: THEODORE V. WELLS, JR., ESQ. DANIEL J. TOAL, ESQ. JUSTIN ANDERSON, ESQ. 4 5 6 RAN C E S (Continuing): 7 8 9 Terry-Ann Volberg, CSR, CRR Official Court Reporter. 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Terry-Ann Volberg, CSR, CRR, Official Court Reporter 2 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 3 Proceedings 1 2 3 THE COURT: outnumbered 4 Normally ExxonMobil is in the courtroom, but not today. I have orders to show cause which contain 5 ExxonMobil's 6 order, and the Attorney General's motion to compel. 7 motion to quash, and for a protective As has been the case with respect to all of 8 our many prior proceedings, I have read all of the 9 papers, and I have some historical experience with 10 respect to these kinds of issues and disputes. 11 I would like to do is take as the point of departure 12 the orders that were issued in connection with the 13 March 22nd transcript which I've reviewed in 14 anticipation 15 the issue of what depositions 16 the Attorney General may seek, I want to start today's 17 discussion 18 understanding 19 months of document production, 20 agreement on search terms and custodians and additional 21 search terms and additional 22 would be a certification 23 March 31st that ExxonMobil had fully complied with its 24 obligations 25 General would have the opportunity 26 who would attest to ExxonMobil's of this morning's proceedings, So what and passing and what interrogatories about documents because it was my that everybody agreed that after 16 and after complete custodians, that there within ten days after to produce documents, and that the Attorney to depose affiants compliance with the Terry-Ann Volberg, CSR, CRR, Official Court Reporter 3 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 4 Proceedings 1 2 court orders of March 22nd, and with the agreements 3 that were reached at the March 22nd hearing. Now if the affidavits were insufficient 4 or 5 the depositions of the affiants were not satisfactory 6 and additional deponents are required with respect to 7 compliance with the orders issued on March 22nd and the 8 agreements reached on March 22nd, that seems like a 9 reasonable thing for the Attorney General to seek and 10 request although I understand 11 different view. 12 seems to me that the Attorney General is entitled to 13 ask non-burdensome, 14 interrogatories. ExxonMobil has a With respect to interrogatories, non-overbroad, it non-abusive Let's start with the issue of the Attorney 15 16 General's 17 correspondence, request for additional documents and the motion to quash that request. 18 So who wants to go first? 19 MR. WELLS: I will go first. 20 THE COURT: Mr. Wells has grabbed the floor. 21 MR. WELLS: Your Honor, I asked your staff 22 if next time I can bring a computer and use a 23 PowerPoint 24 25 26 instead of these somewhat archaic boards. THE COURT: We love the old-fashioned paper presentations. MR. WELLS: For much of my life and yours Terry-Ann Volberg, CSR, CRR, Official Court Reporter 4 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 5 1 Proceedings 2 this is how we used to do it, so I am comfortable 3 it this way. doing My first line is consistent with the comments 4 5 by your Honor because I think we need to start with 6 what happened on March 22nd. 7 I note, and we go back 8 MR. OLESKE: 9 THE COURT: The attorney cannot see your MR. WELLS: I can hand a copy of the slides 10 charts. 11 12 to your Honor. 13 THE COURT: 14 (Handing. ) 15 MR. WELLS: 16 I am happy to take it. We will mark that as Exxon Exhibit Number One. (Exxon Exhibit Number 1 marked in 17 18 We can't see. evidence. ) 19 MR. WELLS: 20 York AG stated, "The production 21 company like Exxon has to have an end date. 22 have some expectation 23 March 22nd the New York AG stated, "No one wants more 24 than the Attorney General to complete the process of 25 obtaining 26 stage of the investigation." On November 21, 2016, the New of documents of the finality." from a We have to Then on these documents and moving on to the next Terry-Ann Volberg, CSR, CRR, Official Court Reporter 5 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 6 Proceedings 1 2 We understood the next stage of the 3 investigation 4 substantive 5 identified based on the production 6 million pages of documents. 7 them going to that next stage and taking those 8 depositions. would be where they would begin taking depositions of almost three We have no objection to I want to be clear. Now what happened after that -- also, what 9 10 happened 11 comments, 12 understand 13 certain documents 14 to get a certification 15 of the witnesses who they had that day, again consistent with your Honor's I stood up and I said, here's what I I am supposed to do. I am supposed to give to them by the 31st. I am supposed by April the 10th. We moved heaven and earth to finish the 16 document production. 17 time as required, and they were even permitted, 18 indicated by the court, to depose my partner, Michele 19 Hirshman, with respect to certification, 20 purpose of the certification 21 that the process was over. 22 We got them the certification on as but the whole was that it was to certify Again, we did that. I even talked about, I said, I will do that 23 with this final certification 24 the end of process. 25 March 31, you gave me ten extra days, but everyone was 26 on the same page. which usually comes at You tried to ask me to get it by We knew what we were talking about, Terry-Ann Volberg, CSR, CRR, Official Court Reporter 6 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 7 1 Proceedings 2 we would end the document production 3 depositions. 4 and move to Now what happened thereafter is that on 5 May 8th we were served with a new subpoena requesting 6 depositions and requesting documents. 7 depositions they requested, which we have no objection 8 to involve depositions, 9 stage, the substantive witnesses. Now the that would be part of the next These witnesses are 10 very important because they asked for five substantive 11 witnesses. 12 later, but the other four people who we agreed to 13 immediately 14 Corporate 15 scheduled for June 27. 16 We didn't negotiate with them about extending 17 asked for June 27. 18 testify, we will produce him, and we plan to produce 19 him on June 27. 20 scheduled for July 19, Pete Trelenberg, 21 for July 25, and Guy Powell, he is scheduled for 22 July 28. 23 One we don't control, we can deal with that were Bill Colton, vice president Strategic Planning. His deposition of is That's the date they asked for. it. They We said that he is happy to They asked for Robert Bailes, he is he is scheduled What is important about these four people is 24 that all of them are involved in identifying 25 proxy costs are, and how it's developed, 26 how -- what GHG costs are, and how they are developed. what the and also Terry-Ann Volberg, CSR, CRR, Official Court Reporter 7 of 101 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 INDEX NO. 451962/2016 RECEIVED NYSCEF: 06/21/2017 8 1 Proceedings 2 They are two very different concepts, but in their 3 papers what they talk about is, they seem to say 4 there's a difference between proxy costs and GHG costs, 5 and they suggest someone -- we have two sets of books. 6 The fact of the matter is, proxy cost is a different 7 concept than GHG cost, and they are used for different 8 purposes. 9 The important thing is that Mr. Colton is the 10 author of the Energy Outlook, and he is also the head 11 of corporate planning which deals with the budgeting 12 part, and they asked for him first, and we told them 13 that's the right person to talk to because he can 14 explain all of the role of the proxy cost to you, he 15 can explain how those costs are used with respect to 16 budgeting, he can explain GHG, how all of this is done. 17 They just waited to take the deposition of Mr. Colton 18 because he really is the boss, so to speak, he is the 19 author of the Energy Outlook, and because he heads the 20 budgeting process on the corporate planning side, he 21 brings the two things together. 22 So they waited to take this deposition. They 23 wanted to see if it would be necessary. They asked for 24 all these documents. It would be unnecessary to file 25 these outrageous allegations about sham accounting, and 26 double books, and two numbers. It was just wrong, what Terry-Ann Volberg, CSR, CRR, Official Court Reporter 8 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 9 1 2 Proceedings they did. 3 I want to be clear: All of these people are 4 scheduled to be deposed, and"we didn't fight them. We 5 said, happy to bring them in, and this is the first 6 date they asked for, and he will be produced. 7 Now turning to what else they did do on the 8 8th, they served a subpoena which we contend is 9 contrary to the agreements reached on March 22nd, is 10 unnecessary, is overly burdensome, which is grounded in 11 some notion of sham transactions that if they bothered 12 to take the deps first, we wouldn't have to be here and 13 spend all of this time on all of these papers. What 14 they did, they asked for the deps which we agreed to, 15 but yet they asked for us to put together 12 years of 16 analysis involving every business decision in terms of 17 oil and gas exploration that Exxon has made over 12 18 years. 19 pushing a button. 20 do. 21 Nobody has ever engaged in that type of exercise. This is not pushing some button. There is no This would take a year, two years to It would take a long time. Nobody "reallyknows. 22 THE COURT: Subject to what the Attorney 23 General is going to say, that seems unreasonable on its 24 face. 25 26 Now let me be clear: The four people who are being deposed, those were custodians from whom Terry-Ann Volberg, CSR, CRR, Official Court Reporter 9 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 10 Proceedings 1 2 documents were previously MR. WELLS: 3 requested? Yes, that's how they know their 4 names, and they identified 5 pages of documents 6 based on their review of the documents 7 exactly who they asked for. on proxy costs and the OUtlook, and they knew They set up Mr. Colton first. 8 9 -- they have had hundreds of is the boss. 10 everything. 11 He is -- 12 We agreed, he He is the one that can tell you He is the author of the Energy Outlook. THE COURT: Look, subject to what the 13 Attorney 14 deponents were previously 15 you produced all the documents 16 called for by the search terms that were expanded at 17 prior, at a prior hearing that we had, and that there 18 shouldn't be any more documents produced because over 19 16 months the Attorney General has made multiple 20 motions 21 revised the search terms, and they are going to get a 22 lot more information 23 going to get from these documents. 24 General says, it seems to me that these identified as custodians, and in their files that were to compel, revised the number of custodians, MR. WELLS: from the depositions than they are Yes, it's not like they would 25 even have these documents by June 27 because this would 26 take an enormous amount of manpower to even produce. Terry-Ann Volberg, CSR, CRR, Official Court Reporter 10 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 11 Proceedings 1 2 It's not like we are taking a depJune 3 this particular 4 complete disconnect, 5 THE COURT: 6 because 27, and we need piece of paper next week. There is a in fact. Let me ask you this, Mr. Wells, I know that you have a dozen more boards. 7 MR. WELLS: I wish it was only a dozen. 8 THE COURT: At the rate we are going, we 9 will be here until 4:00 o'clock. You would agree that the Attorney General can 10 11 supplement 12 interrogatories 13 questions 14 that you already produced? 15 its document requests with tailored requesting responses to certain that arise from the content of the documents MR. WELLS: I agree that they have the 16 statutory power to pose interrogatories 17 reasonable. 18 of 14 people, that they will take the deps first before 19 people start running around engaging in 20 interrogatories, 21 have the statutory power to request an interrogatory. 22 I agree that they have that power. 23 whether it makes any sense given that they are 24 producing 25 see is it a targeted interrogatory 26 have to look at the interrogatory. that are I would argue if they are taking the deps but the concept, I agree, that they witnesses is something, Whether they I guess, you have to or not. You would But do they have Terry-Ann Volberg, CSR, CRR, Official Court Reporter 11 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 12 Proceedings 1 2 the power? I agree they have the power. THE COURT: 3 Okay, because I believe they 4 have the power to propound interrogatories 5 the interrogatories 6 unreasonable are not excessively I'm sorry. 8 MR. WELLS: 10 I interrupted you. I thought you were going to interrupt me in the way you wanted us to short circuit THE COURT: 11 12 be producing 13 and not producing 14 the AG says. 15 16 burdensome, and abusive. 7 9 as long as I am comfortable witnesses, responding to interrogatories, any more documents MR. WELLS: that you should subject to what May I have one second, your Honor? 17 THE COURT: 18 (Discussion off the record.) 19 (The discussion Yes. off the record 20 concluded and the following occurred in 21 open court:) 22 23 24 MR. WELLS: I am going to try and cut some of this short. What I want to do for the court's edification 25 is state for the record that there's a difference 26 between what we call proxy costs and GHG costs, Terry-Ann Volberg, CSR, CRR, Official Court Reporter 12 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 13 1 2 Proceedings greenhouse gas costs. 3 THE COURT: I get it. I get it that if you 4 know exactly how much it costs to take oil out of the 5 ground in Alberta, you don't need to have a proxy cost. 6 MR. WELLS: 7 We actually used both. 8 concepts. 9 That's what I want to clarify. There are two different When the Energy Outlook talks about proxy 10 costs, that is the cost of proxy that ExxonMobil uses 11 for purposes of developing what it thinks the demand 12 will be for energy, oil and gas over the years. 13 THE COURT: Understood, but you start with 14 how much it costs to get it out of the ground, and then 15 you figure out how much you can sell it for. 16 MR. WELLS: Yes. We actually start with 17 what we think the demand will be before we get to cost. 18 We do both, whether it's a chicken or an egg, but the 19 proxy cost refers to the development of the demand 20 curve., 21 When you take into considerationa proxy 22 cost, what you are saying is that the actions of 23 governments in the future may be such as to suppress 24 the demand for oil and gas, move people to use other 25 types of energy sources, and that's going to suppress 26 the demand, and that affects our supply and demand Terry-Ann Volberg, CSR, CRR, Official Court Reporter 13 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 14 Proceedings 1 2 which ultimately 3 4 affects the price. THE COURT: I understand. We said the same thing differently. 5 MR. WELLS: The GHG, those are specific 6 costs for specific projects, and they both come 7 together, but the proxy costs are really baked in to 8 our demand forecast. 9 produced This is a document that we to the New York AG, and what this document in 10 front of it is a GHG Stabilization 11 Asset. 12 sorts of things into consideration: 13 technology, 14 again, a price curve, what's going to be the demand. 15 Then we figure out what the prices are. 16 Outlook is one of the most important documents at 17 Exxon, and it's used to analyze every project because 18 that's where we end up getting our prices. 19 Challenge and Carbon This shows that the Energy Outlook takes all macroeconomics, climate policy, all to ultimately produce, So the Energy Now I want to show one document that they 20 refer to in their brief, they did not supply it to the 21 court or us, but it's a document from 22 PricewaterhouseCoopers. 23 pages. 24 document 25 its accountants 26 and how it goes about doing what it does in terms of It's a critical document, four I won't go through all of it, but what this shows is ExxonMobil having discussions with about both proxy costs and GHG costs, Terry-Ann Volberg" CSR, CRR, Official Court Reporter 14 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 15 Proceedings 1 2 taking into consideration 3 climate change issues. All of this was discussed with our 4 accountants, 5 knowledge of this document, 6 they wrongly state that we were involved in some kind 7 of sham transaction or had two sets of books, it's just 8 wrong what they did. 9 10 I will make this Exxon Exhibit 2. (Exxon Exhibit Number 2 marked in evidence.) 13 14 they can file papers where I would like to hand the court a copy. 11 12 they know all of this, and how, with MR. WELLS: Your Honor, do you have the document? 15 THE COURT: 16 I am having a hard time understanding I do. what 17 the dispute is here. 18 MR. WELLS: They filed -- they filed a THE COURT: They filed a brief. 19 20 brief -They said 21 you did terrible things .. You're unhappy that they 22 filed the brief that said you did terrible things. 23 did what you did. 24 what they say. 25 produce are going to testify to what they are going to 26 testify to. The documents The witnesses that you produce say that you are going to The interrogatories that you are going to Terry-Ann Volberg, CSR, CRR, Official Court Reporter 15 of 101 You INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 16 Proceedings 1 2 answer are going to be admissible 3 trial proceeding. against you in any I'm having a hard time understanding 4 how it 5 is that the New York AG after receiving all of these 6 millions 7 that they have scheduled and are going to schedule in 8 the future are going to be unable to satisfy themselves 9 as to what the true state of facts is here. 10 of documents and deposing all of the witnesses MR. WELLS: Well, your Honor, we believe 11 based on documents we have given them, and, for 12 example, 13 know that the true state of facts is that ExxonMobil 14 has not done anything wrong. 15 this document THE COURT: (indicating), that they should Okay. They have one 16 interpretation 17 You have a different interpretation 18 that you've produced. 19 submitted here can't be reconciled, 20 who's right and who's wrong on the papers. 21 could conduct a trial and hear the witnesses 22 AG is going to depose, and review the documents 23 context of the testimony and form some very accurate 24 conclusions 25 correct, but we are not here for that. 26 decide whether or not you have to produce any more of the documents that you've produced. of the documents The two briefs that have been and I can't decide I suppose I that the in the about whose version of the facts is We are here to Terry-Ann Volberg, CSR, CRR, Official Court Reporter 16 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 17 1 Proceedings 2 documents, whether or not you have to produce any more 3 witnesses, and whether or not you have to answer any 4 interrogatories, right? 5 MR. WELLS: 6 MR. OLESKE: 7 points specifically, 8 cut to exactly -- 9 10 THE COURT: That is correct, your Honor. I think I can help with these if I may. I mean, I think I can I don't want to interrupt Mr. Wells, but if he does not object 11 MR. OLESKE: 12 MR. WELLS: I do not object. 13 THE COURT: He dose not object. 14 MR. OLESKE: 15 I mean, I am prepared I mean -- Thank you, your Honor. to speak to everything 16 Mr. Wells raised, and, obviously, based on what the 17 court said, the Attorney General has its work cut out 18 to make sure it's clear to the court the stakes here, 19 and what's at issue specifically 20 document requests that the court has focused on. 21 in terms of the But just to come from where the court was 22 just speaking, this is not a merits dispute. 23 posture we are in on subpoena compliance 24 enforcement 25 weighing of merits disputes. 26 investigation THE COURT: The in a law does not allow for the I complete and totally agree. Terry-Ann Volberg, CSR, CRR, Official Court Reporter 17 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 18 1 Proceedings 2 MR. OLESKE: And so based on the papers and 3 the record that we have here, the Attorney General has 4 the right to proceed with this investigation. 5 your Honor has already pointed to the right to take 6 interrogatories, 7 stumbling block it seems for the court is whether or 8 not the Attorney General has the right to get these 9 additional the right to take witnesses. I think documents The key to support its investigation, and 10 it appears that there is kind of a dangerous 11 possibility 12 a contemptible 13 some new now non-existent 14 company produces X million documents over X period of 15 time, that's it, you are done. 16 of Exxon managing, through what we view as history of compliance, of establishing legal standard that if a Going to your Honor's initial point about the 17 last time we were here for compliance and your Honor 18 ordered what your Honor ordered with respect to 19 compliance 20 implicit question of time, we are deeply unsatisfied 21 with the information 22 compliance 23 testi~ony. 24 that the company still has not accounted 25 that's the four records witness subpoenas that we have 26 issued that Exxon's also contesting and doesn't want to on the original subpoena, to your Honor's that we got out of Exxon's witness both in the affidavit and in the There's years worth of destroyed documents for, and Terry-Ann Volberg, CSR, CRR, Official Court Reporter 18 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 19 Proceedings 1 2 submit to, to find out where these destroyed documents 3 are and how that happened. 4 Putting that aside for a moment, it's really 5 not about whether or not Exxon finished its compliance 6 under the first subpoena, which we don't think they 7 did. 8 what we have learned in fits and starts as Exxon has at 9 every move grudgingly We have issues there. The real issue is based on given us information over this 10 extended period of time, lost and destroyed documents 11 along the way, had to redo everything 12 the end of that we have. 13 our prior appearances, 14 the specific allegations 15 produced 16 contradictory at the end, at As your Honor suggested in we focused our investigation that the evidence Exxon has in that first round evidences, 17 on are to Exxon's representations. I am not getting into everything that 18 Mr. Wells said about what Exxon has disclosed which is 19 unfortunately 20 product that was one price. 21 purposes. 22 but that's the merits question that we won't get to. 23 false. Exxon's disclosure is there was a It was used for both It's in the record. I will not argue it, The question is, the Attorney General has 24 formulated 25 the missing information, 26 are not getting even though we are using these search requests for documents based on the gaps, what should be there that we Terry-Ann Volberg, CSR, CRR, Official Court Reporter 19 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 20 Proceedings 1 2 terms, GHG and proxy costs, but all of this stuff that 3 now for the first time in an attorney affirmation 4 is explaining 5 Exxon is explaining 6 do this. 7 terms should have caught them, but we don't have these 8 documents. to us, because in an attorney's brief to us about the facts of how they We don't have these documents. Exxon has continued 9 The search to make these same 10 representations 11 the subpoena. 12 most unqualified 13 annual shareholders meeting in 2016. after November of 2015 when we issued In fact, their CEO chairman made the statements about this process at the Our subpoena's instructions 14 Exxon called for Exxon 15 to produce documents up to the date of the production. 16 They didn't finish their management 17 or three months ago because they did it wrong the first 18 time, they had to redo it, but they refused. 19 refused to ongoing -- supplement 20 giving us the documents 21 that even though they are obviously relevant. 22 They their production by from 2016. We asked for documents documents until two They refused to do relating to Exxon's 23 impairment and write-down 24 in the course of the investigation, 25 instructed us to go to Exxon's accounts first to 26 prosecute of assets because we learned your Honor our subpoena there, get the documents from Terry-Ann Volberg, CSR, CRR, Official Court Reporter 20 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 21 Proceedings 1 2 them, before asking, this was in an appearance 3 year, before asking Exxon in a subsequent 4 a broad range of counter-documents. We listened to the court. 5 subpoena for We went through 6 PricewaterhouseCoopers' 7 Exxon, contrary to its representations 8 never applied the proxy costs when it came to this 9 apparent analysis. PricewaterhouseCoopers 11 have Exxon documents. THE COURT: to the public, documents, but we still don't Look, you told me, Mr. Oleske, 13 that we are not arguing merits here. 14 arguing compliance with discovery. 15 We learned that We learned it through the 10 12 documents. last MR. OLESKE: We are just Your Honor, it's not discovery, 16 it's our investigative 17 investigative 18 connection, 19 basis that we have established 20 investigation, 21 restrict the Attorney General from obtaining additional 22 documents 23 complied in full with a first subpoena. 24 millions 25 cases we cite in our brief are directly on point about 26 companies exactly like Exxon that say the reason why we subpoenas, and our new subpoenas are focused and have a factual direct factual connection to the factual as the basis for our and so legally there is no basis to simply because the target argues that they Even if it's of pages, even if it takes a long time, the Terry-Ann Volberg, CSR, CRR, Official Court Reporter. 21 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 22 1 Proceedings 2 need all of these documents, 3 look over business 4 complex 5 representations 6 its business, 7 decisions. Exxon's business, 8 9 it because and it chose that its many of whether or not Exxon 10 of it by saying we produced 11 you gotten 12 looking should have for 13 We have not seen thing 15 button 16 ways 17 argument 18 public, 19 a comprehensive, 20 track 21 that 22 let alone 23 shareholders, 24 in its disclosure should 25 process applying 26 order in which violate, Exxon uniform, report this it's to satisfy Volberg, its way out so far, in what you were they can't push and attorney its representations to the public rigorous system to a government to the that it has for keeping Exxon cry investigation, purposes information a to the other and now we are hearing very for Exxon claims be at its fingerprints about investors CSR, a is the other assertions for its own business that Terry-Ann new represented of all of this, just documents In addition contradict has it cannot says to this. Exxon's documents -- this -- Mr. Wells to respond talk all across we haven't. 14 -- Exxon can a big of its It's X million these so far, but for all basis. to the this process units is no legal why we need it has to make it applies across So there question the reason CRR, 22 of 101 that allover the company concerns about Official Court in a specific Reporter a INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 23 1 2 Proceedings risk. 3 So the problem that we have is that we have 4 demonstrated 5 Y, and in response they have come up with Z, attorney 6 admissions 7 their disclosures. 8 investigation. 9 requests. 10 the factual basis. Exxon said X, they did of what they did and attorney rewritings of That's not a basis to resist the It's specifically on the document We have shown in our papers, I can walk 11 through each one, how these are focused on obtaining 12 additional 13 on the first feed. 14 and the scope or the duration of the prior production 15 does not legally have an effect on that. 16 request for information information that is necessary to follow up That's within our office's power, As to our -- 17 THE COURT: 18 When you were here on March 27 Mr. Toal stood I'm trying to make this simple. 19 up, and Mr. Toal said properly, 20 attorneys for ExxonMobil 21 production of documents 22 are responsive 23 weren't produced, 24 about things. 25 certified that they've complied with the production 26 all responsive documents from all of the custodians it's our obligation as to make a continuing that come to our attention that to the requests that have been made that however it is that they come to learn It's a big company, and they have Terry-Ann Volberg, CSR, CRR, Official Court Reporter 23 of 101 of INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 24 Proceedings 1 2 that you have asked them to produce documents 3 using all of the search terms that you've agreed. 4 from, You are going to depose multiple witnesses, 5 you are going to propoun~ 6 to me that during the course of the depositions 7 you are going to conduct including additional 8 depositions 9 you've made a showing that their two affiants who they 10 have produced did not satisfy you that they have fully 11 complied with what they undertook 12 precluding 13 respect to their compliance. 14 interrogatories, to verify compliance, because to do. and it seems I think So I'm not you from taking further depositions So I am not precluding that with you from propounding 15 reasonable 16 from taking depositions, 17 from coming back here and explaining based on what the 18 additional 19 were produced 20 based on what the witnesses 21 depositions 22 interrogatories 23 documents. 24 interrogatories, depositions I am not precluding you and I am not precluding you about process by which documents including why documents disappeared, testified to in their as fact witnesses, you propound and what the reveal that you need more What I am saying is that when you have 25 engaged in a 16 month process of requesting and 26 receiving documents Terry-Ann Volberg, from Exxon's auditors, agreeing CSR, CRR, Official Court Reporter 24 of 101 and INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 25 Proceedings 1 2 with Exxon on custodians whose files you want searched, 3 agreeing with Exxon on what the search terms are that 4 are going to be used to produce documents 5 custodians, 6 documents allover 7 8 from the you can't start round two of producing again. MR. OLESKE: Your Honor, a couple of things. I need to discuss each of the items, your Honor. 9 Okay. We have been in this process for 16 months. 10 Exxon has produced 11 documents. 12 are without the documents we need because of Exxon's 13 choices. 14 documents, 15 literally three million pages of That process took that long, and we still They created this system of dribbling out fighting us at every turn. We didn't choose the custodians. It's 16 Exxon's job to know where th~ documents, 17 documents 18 Based on what we have just heard this last week now 19 there is a whole suite of relevant facts that Mr. Wells 20 is averring to for the first time on Exxon's behalf 21 ever. 22 Mr. Wells has talked about. are, who works with the right information. We have not seen any documents 23 the relevant referring to what But putting aside the compliance with the 24 original subpoena and those issues that do need to be 25 resolved, that is not what we are here about. 26 Attorney The General does have the authority even if -- Terry-Ann Volberg, CSR, CRR, Official Court Reporter 25 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 26 Proceedings 1 2 THE COURT: 3 authority 4 I get that. I understand to ask for additional you have the documents. I get that. 5 MR. OLESKE: I will get to why -- 6 THE COURT: You have the authority. You 7 have to make a showing that by taking depositions, 8 propounding 9 the people who supervised interrogatories, and and taking testimony from the production of documents, 10 that they have misled you, and have, you know, failed 11 to be forthcoming. 12 13 MR. OLESKE: No, your Honor, I hear that this is the critical issue for your Honor. 14 There are two issues: There's a legal issue 15 and a practical 16 is actually not the standard. 17 show, to sustain document requests that we are not 18 going to get the information we need through 19 alternative 20 empowered 21 22 investigative We are not required to techniques that we are also to use. level in this case, your Honor -THE COURT: You have not shown me that you have not gotten the documents 25 26 The legal issue is, no, that On a practical 23 24 issues. MR. OLESKE: that you claim you need. We explained that in our papers -Terry-Ann Volberg, CSR, CRR, Official Court Reporter 26 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 27 Proceedings 1 2 3 THE COURT: I read your papers. I read their papers. 4 MR. OLESKE: The simplest example of all of 5 these, your Honor, is that we have Exxon in our 6 subpoena making one, two, three, four, five, six, 7 seven, eight, eight different public representations 8 a different 9 different in 1angu'age, in different places, and formats to investors and the public about how 10 they have done this. The witnesses that we are 11 talking -- by the way, they have changed that over the 12 last year. 13 THE COURT: That's your case on the merits. 14 MR. OLESKE: My point is, yes, that's what 15 we are investigating. 16 17 THE COURT: That's what we have a Excuse me. Can I ask you a question? 18 MR. OLESKE: 19 THE COURT: Yes, your Honor. I'm sorry. Were the words "proxy cost" not 20 one of the search terms that was used in connection 21 with the production 22 of all of these documents? MR. OLESKE: That proves two things, your 23 Honor, two things. 24 terms. 25 year and a half worth of documents 26 Second, yes, and it shows us why we need these Yes, it and GHG both were search First of all, they refused to search the last for those terms. Terry-Ann Volberg, CSR, CRR, Official Court Reporter 27 of 101 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 INDEX NO. 451962/2016 RECEIVED NYSCEF: 06/21/2017 28 Proceedings 1 2 interrogatories and these document requests before we 3 decide who else we need to depose, take testimony. The reason why we need these documents now is 4 5 because, yes, we did have GHG, and we did have proxy 6 costs as search terms, and somehow the documents 7 show Exxon applying this in its rigorous way and in 8 this new alternate world that Mr. Wells has described 9 that's never been disclosed before, they have not 10 11 produced that those documents. 50 the answer to that is either the documents 12 don't exist, and we will find out when they respond we 13 don't have these documents, 14 for interviewing 15 we know from the outcome of our testimony they did not 16 do properly. 17 who have the documents 18 Mr. Wells has said. 19 or Exxon was responsible and finding the right custodians which They should know where the custodians are that substantiate any of what We don't have that information. 50 the point is, them arguing that they 20 complied with the first subpoena, that they executed 21 the search terms, that this is what we have got, that, 22 as a matter of law, cannot preclude our office from 23 following up with additional, more specific, more 24 targeted requests for documents, 25 inefficient, 26 our investigation, and it is, in fact, it interferes with our ability to progress to wait to depose witnesses only to Terry-Ann Volberg, C5R, CRR, Official Court Reporter 28 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 29 Proceedings 1 2 ask them so what documents are there, and then asking 3 let's just get the documents 4 THE COURT: Can I just ask you a question? 5 Why didn't you ask Exxon 16 months ago or 12. 6 months ago, please, identify individuals 7 who have information or knowledge about the application 8 of an implementation and disclosure 9 greenhouse 10 11 at ExxonMobil of proxy costs and gas costs? MR. OLESKE: We did, your Honor. We asked them for that from the very beginning. 12 THE COURT: 13 MR. OLESKE: Did they respond to that? They identified some custodians 14 although outside counsel had no part in identifying 15 outside custodians. 16 itself unsupervised 17 ExxonMobil's identified THE COURT: legal department by the custodians. I am not precluding 18 asking that question right now. 19 MR. OLESKE: 20 THE COURT: the you from The point is And then if it turns out there 21 are people who should have been previously 22 and haven't been identified, 23 produce the documents 24 MR. OLESKE: identified then they will have to that those people have. I guess the point is, your 25 Honor, that we think it's a waste of your time, the 26 court's time, our time, Exxon's time, for us to be Terry-Ann Volberg, CSR, CRR, Official Court Reporter 29 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 30 1 Proceedings 2 trying to relitigate 3 under the first subpoena. 4 subpoenas, we have narrowed requests for documents and 5 for information 6 everybody's 7 the custodian's or search terms We have issued these new to make sure that we are not wasting time. THE COURT: I think you are wasting my time 8 because Mr. Toa1 said he was going to produce any 9 documents that come into his possession 10 responsive 11 include 2016 and 2017. to your first subpoena and that would 12 MR. OLESKE: 13 THE COURT: 14 They refused, your Honor. Well, then I am ordering them to produce those documents. 15 16 that are MR. OLESKE: But the other documents we are asking for, your Honor 17 THE COURT: So those documents will be 18 produced because those are documents 19 continuing 20 obligation to produce. MR. OLESKE: We agree. that they had a Your Honor, when we 21 tried to meet and confer over this we pointed that out 22 to them. 23 these requests. 24 They refused to meet and confer about any of THE COURT: We have solved your problem with 25 respect to those custodians. 26 the undertaking They are going to honor they made in open court on March 22nd. Terry-Ann Volberg, CSR, CRR, Official Court Reporter 30 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 31 Proceedings 1 MR. OLESKE: 2 I appreciate that. We solved 3 that for one problem, for one of our document requests, 4 document question number two. 5 had that obligation all along and refused it. 6 why we issued this targeted subpoena for that. THE COURT: 7 We appreciate, yes, they That's They also have an obligation 8 produce documents 9 issues that you've framed in your search terms that 10 that are generally MR. OLESKE: Right. 12 had they had an obligation 13 second subpoena, your Honor. THE COURT: 14 do. That's why we thought to produce this without a That's what they are going to That's what they are going to do. 16 MR. OLESKE: 17 THE COURT: 18 additional 19 their obligations 20 their obligations. 21 to the they are aware of. 11 15 responsive to The additional You don't need to propound any document requests because they know what are and they are going to comply with MR. OLESKE: The other document requests are 22 not encompassed 23 first subpoena. 24 factually-based 25 They need to figure out, just like they always had an 26 obligation, by their failure to produce on the They are independently, document requests for new documents. the people who have these responsive Terry-Ann Volberg, CSR, CRR, Official Court Reporter 31 of 101 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 INDEX NO. 451962/2016 RECEIVED NYSCEF: 06/21/2017 32 Proceedings 1 2 documents 3 that have grown out of our investigation 4 have demonstrated 5 between 6 example for which we a factual basis and a connection that factual basis and these new requests. 7 8 for these new requests for subject matters THE COURT: For Let me ask Mr. Wells two questions. 9 Mr. Wells, you agree that Exxon has an 10 obligation to produce documents 11 attention 12 that was issued, correct? that are responsive that come to Exxon's to the original subpoena 13 MR. WELLS: If 14 THE COURT: A continuing obligation? 15 MR. WELLS: I don't think we have -- it's 16 just a definitional 17 gone out and searched the files, talked to custodians, 18 and produced 19 until this investigation 20 issue. the documents THE COURT: I don't think after we have that every day of the week is over Not every day of the week, but 21 if a whole year goes by from the time that the original 22 document request was propounded, 23 filled up with a year's worth of stuff, I am not 24 suggesting you have to mark to market every document 25 that comes, that's generated on a daily or weekly 26 basis, but when a whole year goes by, and there's a and the files get Terry-Ann Volberg, CSR, CRR, Official Court Reporter 32 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 33 Proceedings 1 2 plethora 3 subpoena, you have an obligation 4 documents. 5 of documents MR. WELLS: that respond to an outstanding to produce those If that's the issue, implicit in 6 what you are saying is if this investigation goes say 7 another three years, G-d forbid, that either every six 8 months or every year we have got to spend it will be 9 millions of dollars to go back and search 142 custodian 10 files on an annual basis. 11 most subpoenas work. I don't think that's how That's not how it's usually done. 12 We have produced up to the date. 13 come across something, okay, I don't think I have to 14 produce it, but whether it's civil litigation or an 15 investigatory 16 big production 17 at a cost of millions 18 don't think that's -- 19 litigation, Now if I I don't think we have, in a like this, have to go back and redo it THE COURT: of dollars every six months. I What we are trying to accomplish 20 today with no cooperation 21 the investigation 22 deposition phase, into the subsequent phase whether 23 that's a trial, whether that's a consensual 24 whether that's an injunction hearing. 25 get beyond, you know, being stuck in a time warp where 26 you come back to court 17 times arguing about from either party is to move from the document phase, into the resolution, We are trying to Terry-Ann Volberg, CSR, CRR, Official Court Reporter 33 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 34 Proceedings 1 2 documents. 3 I suggested 15 times that you meet and 4 confer, and come to some reasonable 5 least six or seven times we have gotten these competing 6 motions resolutions, and at to compel or motions to quash. 7 MR. WELLS: In terms of cooperation, what we 8 all agreed to, I thought on March 22, is that we would 9 move to the next stage. When they asked to depose the 10 key people with respect to proxy costs, they asked for 11 June 27, I said he will be there. 12 the other dates, he will be there. 13 quash the deposition 14 everybody agreed where we were going. 15 So in terms of cooperation, 16 When they asked for We didn't move to subpoenas, because that's where they asked for these four people, and we gave them. 17 THE COURT: I don't think it's a huge 18 concession 19 people who the Attorney General has requested to give 20 deposition 21 production. 22 on the part of ExxonMobil to produce four testimony after 16 months of document Let me interrupt these proceedings. 23 Everybody 24 matter that I need to deal with. stay right where you are. I have one other 25 (A recess was taken.) 26 (After the recess the following Terry-Ann Volberg, CSR, CRR, Official Court Reporter 34 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 35 Proceedings 1 2 occurred:) THE COURT: Mr. Wells, I think you had the 5 MR. WELLS: Thank you, your Honor. 6 I will try to be brief. 7 With respect to the issue of updating 3 4 floor. the 8 document production 9 consider is the fact that to update a request of this aspect, what I want the court to 10 magnitude 11 have to go back and interview each custodian 12 what additional hard copies he or she may have, we are 13 going to have to go back, get their electronic 14 documents, 15 to do a privilege 16 months of works, and hundreds and hundreds of thousands 17 of dollars of work. 18 what Mr. Toal was referring to, if Paul, Weiss comes 19 across a document, 20 is responsive, 21 produce it, that's a different 22 than going out and basically 23 production 24 update for another year. 25 26 with 142 custodians where we are now going to to see and load them, and search them, we will have review, we are talking about many This is not a situation -- I think someone has a document and we have a continuing that we know obligation representation to he made redoing this document that we have been doing for 16 months to With that said, if that is what your Honor wants us to do, we will go out, and we will do it. Terry-Ann Volberg, CSR, CRR, Official Court Reporter 35 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 36 Proceedings 1 2 THE COURT: 3 If you are asking me whether I think that the That's what I want you to do. 4 Attorney 5 that could and should be conclusively 6 depositions 7 period of time than the Attorney General has already 8 spent investigating 9 answer to that question is yes. 10 point. 11 can't -- General is perpetually things resolved through in a much shorter this issue, I would tell you the That '.sbeside the They have certain statutory powers that I 12 13 and interrogatories investigating MR. WELLS: depositions? 14 What we will do with the That's the next implication. So what's going to happen is they are going 15 to start taking depositions, 16 assume they will keep taking depositions. 17 to take us a number of months to re-update, update this 18 production. 19 they want to depose all the people again because now 20 they have new documents. 21 these four people. I It's going Then they are going to come back and say So it would seem if that's what they want, 22 that we just go back to square one and put off the 23 depositions 24 continuous 25 26 because, otherwise, loop (indicating). THE COURT: I completely understand, is why I have encouraged Terry-Ann Volberg, this thing will be a which the parties to meet and CSR, CRR, Official Court Reporter 36 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 37 Proceedings 1 2 confer, and save each other a great deal of time and 3 effort, but I don'~ think the scope of this 4 investigation 5 are investigating 6 sleuthing to get to the bottom of that, that 7 ExxonMobil's 8 every document in ExxonMobil's 9 produced. is so massive, and that issues that they are so arcane and require such entire business has to be audited, and files has to be I think the answers to their questions 10 reside in the minds of a half dozen or more witnesses 11 who they could depose, and are reflected in some 12 manageable 13 tiny fraction of the documents 14 and are going to produce. 15 number of documents which is a tiny, tiny, that you have produced That's very clear to me. But, again, the Attorney General has certain 16 statutory powers. 17 can't interfere with their exercise of those powers 18 except to the extent of preventing 19 want to spend another 18 months doing what they have 20 done for the last 16 months, 21 stop them from doing that. 22 They are exercising those powers. abuses. I 50 if they I am not in a position to But I'm not ordering you to produce any 23 documents 24 the search terms that they have already agreed to. I 25 am ordering you to produce the additional witnesses to 26 testify about the completion of the responses to their from any custodians Terry-Ann Volberg, that aren't responsive C5R, CRR, Official Court Reporter 37 of 101 to INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 38 Proceedings 1 2 document requests that you claim are fully complied 3 with, and I am ordering you to update your document 4 production in accordance with their requests. MR. WELLS: 5 May we have an understanding 6 that the update will be as of today? 7 from which we are doing this. THE COURT: 8 9 and this investigation We need a date Surely it being June of 2017, having been ongoing for 16 10 months, June of 2016 seems like a reasonable 11 date to me. You can't keep moving the goal post. 12 MR. OLESKE: 13 THE COURT: 14 cutoff You said June of 2016. I said June of 2016. You can't keep moving the goal posts. 15 MR. OLESKE: of 2015. The subpoena was issued in 16 November Okay. 17 subpoena run all throughout 2016. 18 to be updated to the date of production. 19 wants it for the purposes of this order to be today, 20 that's one thing. 21 them only producing between November 22 2016. THE COURT: 24 the last six months? 26 MR. OLESKE: in the We are asking for it We don't understand 23 25 The events described If Mr. Wells the basis for 2015 and June of What do you think has changed in In our documents we show, in our papers we show Exxon has changed its practices Terry-Ann Volberg, CSR, CRR, Official Court Reporter 38 of 101 and INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 39 Proceedings 1 2 has modified 3 the course of 2016. 4 so vital for our investigation. 5 THE COURT: 6 7 8 9 conclusion its representations both in, throughout That's why documents You want documents from 2016 are through the of 2016? MR. OLESKE: We believe we are entitled to them up to the present day, your Honor. THE COURT: Look, they cannot and no 10 corporation 11 weekly or monthly basis every document that is 12 generated by that corporation. 13 14 15 can be required to produce on a daily or MR. OLESKE: to the purported unfairness of this. Exxon did not actually finish its collection 16 of management 17 deliberately 18 intervening 19 Your Honor, let me, first, go documents until two months ago. left out the documents It just from the gap as a matter of policy. Second, Exxon issued two new reports on this 20 very subject presumably 21 with new and different language, with new and different 22 internal policies in April of 2017. 23 basis to arbitrarily 24 investigate 25 representations which link up with all of these other 26 representations that Exxon has on the documents we have involving these same people There is no legal decide the Attorney General cannot and ask for documents about those Terry-Ann Volberg, CSR, CRR, Official Court Reporter 39 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 40 Proceedings 1 2 seen so far. 3 THE COURT: 4 MR. OLESKE: 5 THE COURT: You just told me that they changed their practices. MR. OLESKE: 8 9 No, we don't have any documents from 2016 or '17. 6 7 You have those documents. First of all, yes, we know that, for example, in 2016 it appears from what we have 10 seen from PricewaterhouseCoopers, 11 first as your Honor directed us to do -- your Honor 12 said that these impairment requests, our request number 13 four in your prior order, was not responsive 14 first subpoena, that we had to go to Pricewaterhouse 15 and search, which we did, got the documents, 16 Pricewaterhouse's 17 any of this up to 2016, at least for the PWC documents, 18 and then something changes in 2016, and they start 19 doing something new on this same subject matter. 20 documents because we did that to our we got showing them never doing We don't have any of the documents from Exxon 21 because your Honor told us it wasn't responsive 22 first subpoena, and to go to PricewaterhouseCoopers 23 first. 24 information 25 continued 26 We did both of those things. inculpating the company. to make representations to the We developed this They have to the present day. We are asking for not just this update, but, Terry-Ann Volberg, CSR, CRR, Official Court Reporter 40 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 41 Proceedings 1 2 for example, when it comes to impairment, 3 to Exxon's documents about value, its long-lived assets 4 that were previously 5 subpoena, we connected their relevance to our factual 6 basis, we have shown why the subject matter is tied to 7 Exxon's repre~entations 9 ruled not part of the first and our potential Your Honor had previously 8 getting these documents THE .COURT: 10 -I may be obtuse, but it seems to me that you will have these witnesses, 12 witnesses have percipient 13 practices. MR. OLESKE: fraud case. precluded us from 11 14 when it comes and these knowledge of Exxon's They don't have knowledge of 15 that. 16 Some of these document requests are not for stuff 17 covered by the first subpoena. 18 witnesses 19 step back for a minute, your Honor. 20 That's part of the point of these documents. They are not -- these -- this is the other bigger picture, if I can The standard here for stopping us from any of 21 these requests. including the document requests is that 22 it's not going to recover anything, any information 23 that is relevant. 24 it's utterly irrelevant 25 understand, 26 has counsel, to depositions. In fact, the showing has to be that to our investigation. your Honor has referred multiple Now I times, so These are, in fact, not Terry-Ann Volberg, CSR, CRR, Official Court Reporter 41 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 42 Proceedings 1 2 depositions. 3 Attorney 4 start with. 5 Exxon that the We have other, many other employees THE COURT: to from I am sure you are going to take dozens of MR. OLESKE: 8 9 hearings General has chosen these four witnesses 6 7 These are investigative the point: But we can't decide -- this is Exxon is inviting you into something 10 dangerous here. 11 how the Attorney General should stage its 12 investigation, 13 really need these documents now to decide what 14 witnesses we will take down the road, we don't need 15 those witnesses 16 what we need to hear from these witnesses. 17 these document requests is for the documents 18 to the interrogatories 19 ruled we take. 20 Exxon is inviting the court to decide and to make judgment calls that we don't now to find out whether or not we heard THE COURT: One of relevant that your Honor has already Look, respectfully, there is a 21 hard way to do things and there is an easy way to do 22 things. 23 MR. OLESKE: 24 THE COURT: We have been trying -The easy way to do things, the 25 easy way to do things is to examine witness X, ask 26 witness X, who knows about this, that or the other Terry-Ann Volberg, CSR, CRR, Official Court Reporter 42 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 43 1 Proceedings 2 thing. 3 by witness X, and examine each of those witnesses who 4 knows about this, that or the other thing. 5 had done that on day one you would be a thousand yards 6 ahead of where you are today. Then examine the witnesses who were identified 7 MR. OLESKE: And if you Your Honor, with all due 8 respect, that has not been our experience 9 investigation. in this We have examined so far two witnesses 10 in testimony, and, no, it has not been an efficient 11 process, and our discretionary 12 course of this investigation 13 documents to figure out who to depose, and what 14 questions to ask them, and to be able to evaluate, 15 sorry, to take testimony from and to evaluate their 16 testimony. 17 reason. 18 determination during the is that we needed these We still need the documents for the same There is no legal basis, Exxon has not met 19 any of the legal standards to deny us the factual basis 20 to proceed or to show that these document requests are 21 burdensome 22 required factual showings. 23 24 25 26 in any way. THE COURT: They have not met any of their You don't think it's burdensome to search 130 custodians? MR. OLESKE: As a matter of law, your Honor, even if Exxon had come into this with clean hands, as a Terry-Ann Volberg, CSR, CRR, Official Court Reporter 43 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 44 Proceedings 1 2 matter of law, no. For large companies that are spread 3 allover 4 operations, 5 cover those operations, 6 no, it is not a reason to deny such a request. the world, that have these kinds of 7 and when the allegations of potential fraud the courts have been unified, Your Honor, more importantly, the fact is, 8 Exxon's hands have not been clean in this. Exxon 9 refused to meet and confer with us about these requests 10 before we came in here. 11 about how these could be staged or prioritized, how 12 they could be narrowed, how the interrogatories could 13 help defer the need for some of the documents. We were 14 happy. 15 and now have to substantiate, 16 of the bases for our document requests even though in 17 our papers we demonstrated 18 factual basis, how they are narrow requests aiming at 19 information 20 recent documents 21 that were not covered by the original subpoena that are 22 vital for our continued investigation. We were happy to talk to Exxon They refused, your Honor, and forced us here 23 contrary to the law, each their connection to our that either was improperly withheld the from the original subpoena or requests Again, with all respect, this is not a civil 24 discovery dispute where the court has the wide 25 discretion 26 most efficient to gauge whether or not in what order it's for us to obtain discovery. We are Terry-Ann Volberg, CSR, CRR, Official Court Reporter 44 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 45 Proceedings 1 2 conducting an investigation 3 whether to ask this question or ask for these documents 4 or examine this witness is entrusted 5 of our office that we enjoy a presumption 6 they have not, for all of the sideshow talk, have not 7 overcome that presumption, 8 this to have been done was for them to meet and confer 9 with us, and talk about -- 10 THE COURT: in which the choice of to the good faith of, and that again, the right way for I agree that the parties should 11 have met and conferred, but I believe that I have the 12 inherent authority to assure that there is some degree 13 of proportionality and rationality 14 which the investigation in the manner in is being conducted. 15 MR. OLESKE: 16 dispute with the proportionality 17 specific requests in addition to the updated documents? 18 I mean, we have heard none of that. 19 tried to give your Honor that. 20 THE COURT: The issue then is, what is the Okay. can propound any interrogatories 22 fair and non-burdensome 23 investigation. 24 production. 26 of these Exxon has not even I've indicated that you 21 25 or connection that you want that are and calculated to advance your I've ordered Exxon to update its If you've identified potential are relevant to your investigation documents here in open court, Terry-Ann Volberg, CSR, CRR, Official Court Reporter 45 of 101 that INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 46 1 Proceedings 2 and Exxon is on notice of the existence of such 3 documents, 4 produce they have an affirmative obligation to them. 5 MR. OLESKE: Not for documents, your Honor, 6 that you have already ruled were not covered by the 7 first subpoena. 8 renewed document requests, was to obtain beyond the 9 updated information That's why we issued these updated and that they owed us and your Honor 10 already ordered. 11 that were not part of the original subpoena, are not 12 part of some obligation 13 production. 14 distasteful 15 burden. 16 They are connected and focused on that factual basis. These other subject areas are areas for them to make continuing As much as unfortunately this may be to the court, the fact is, we have met our We have a factual basis for these requests. 17 Exxon had a legal obligation to demonstrate 18 how anyone 19 documents 20 subpoena, at least they argued so far, why any of those 21 are burdensome 22 the law or disconnected 23 way that meets the standards of the law, and they have 24 not done that. 25 26 of these requests for new information, new that were not covered by the original in the way that meets the standards of THE COURT: from our factual basis in the But you can secure, you can secure the information by interrogatory that will Terry-Ann Volberg, CSR, CRR, Official Court Reporter 46 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 47 Proceedings 1 2 establish 3 simple response to interrogatory 4 man year to figure out by making them spend millions of 5 dollars to produce, you know, another million 6 documents. to your complete and total satisfaction in a what would take you a 7 MR. OLESKE: 8 First of all, that simply is not the case 9 A couple of things. with these facts, these documents, and these witnesses. 10 It shouldn't take -- it should not be a legal standard, 11 any substantial 12 given its virtually unlimited 13 and counsel have previously interference with Exxon's business resources which the court noted. We are only talking now -- presuming 14 that our 15 document request number two, which is -- this is our 16 subpoena which was Exhibit T to Mr. Anderson's 17 affirmation 18 the update. 19 request number one is for documents 20 substantiate 21 assume that's not really 22 with us asking for that. our document request number two is for We have addressed that. Our document relating to or the answers to our interrogatories. 23 THE COURT: 24 MR. OLESKE: 25 four document requests. 26 identified I assume your Honor is okay Absolutely. All we are dealing with now are One of them is for, I've in our interrogatory. Terry-Ann Volberg, I One of the CSR, CRR, Official Court Reporter 47 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 48 Proceedings 1 2 interrogatories they refused to answer was for a list 3 of people on a committee that handles their reserves. 4 They refused in the meet and confer to give us the list 5 of people. 6 THE COURT: 7 MR. OLESKE: They have to give you that. Number three, document request 8 number three is just to add those people, 9 that were on the reserve committees 10 previously 11 list. 12 your Honor's -- 14 THE COURT: That's consistent with That's consistent with what I have held. 15 16 MR. OLESKE: All we are now talking about is request four, five and six. 17 Number four are those impairment documents 18 that your Honor previously 19 subpoena, 20 out there was inculpatory 21 see Exxon's documents about it. 22 line -- 23 24 25 26 that they didn't identify, add those people to the prior That's number three. 13 these people ruled were not part of the told us they are the PWC. THE COURT: the documents We did, we found information, and now need to We have drawn a clear I don't understand. You have from PWC. MR. OLESKE: Pricewaterhouse's accounting documents about the process of taking impairments, Terry-Ann Volberg, CSR, CRR, Official Court Reporter 48 of 101 but INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 49 Proceedings 1 2 we don't have Exxon's documents about that same process 3 where they represented 4 conducted 5 changed their mind. in the last year, started doing it. 6 We don't have that because your Honor denied our 7 original attempt to enforce the first subpoena as 8 including 9 those documents. to investors that they have this analysis, and apparently have now that subset of documents. We don't have You told us to go to Pricewaterhouse 10 11 because we had a subpoena to them. 12 gone through that. 13 information 14 evidence 15 no basis to restrict us from getting those documents 16 from Exxon. 17 We did. first We have We have found the inculpatory there and now we need the connected from Exxon. It's a straight line. There is That's number four. Number five, this is amazing, this is the 18 simplest request of all. 19 meet and confer. 20 number five for documents 21 They have that on a compact disc. 22 sitting in their office that is document request them 23 five. 24 Exxon refused this in the They can push a button. they produced We asked in to the SEC. They have a disc They refused to give it to us. Document request number six, finally, is 25 communications 26 Exxon's position's between Exxon and the banks. not responsive Again, to the first Terry-Ann Volberg, CSR, CRR, Official Court Reporter 49 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 50 Proceedings 1 2 subpoena. 3 identifiable 4 communications That's a very narrowly identified, 5 easily set of documents which is Exxon's of the facts. It appears that really our document requests 6 one, two and three the court's already agreed we are 7 entitled 8 emphasize here, these are narrow requests, not covered 9 by what your Honor was assuming would be covered by to, and four, five and six, I am trying to 10 counsel's 11 obligation. 12 for new documents 13 connected 14 showing of burdensomeness, 15 That's what they are here opposing, refusing to meet 16 and confer on. 17 representations or Exxon's ongoing These are specifically targeted requests that were not covered, that we have to our factual basis, that Exxon has made no giving us a copy of the CD. Your Honor, it's clear that the court has 18 seen this go on, seen us come back here, and your Honor 19 said that the court's not had help from either party in 20 moving the investigation 21 beg to differ. 22 move this investigation 23 with the testimony. 24 questions. 25 26 forward. With all respect, we We-have been trying very, very hard to forward. We are moving forward We are moving forward with the We need to move forward with the documents. The fact that we are asking to fill in the gaps of our document collection with known relevant Terry-Ann Volberg, CSR, CRR, Official Court Reporter 50 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 51 Proceedings 1 2 evidence that should be easy get, that we had every 3 legal entitlement 4 come into court and say the Attorney General should not 5 run their investigation 6 should wait another two or three months to ask 7 witnesses, 8 documents. 9 efficient way to stage our investigation. 10 to get, it's simply not on Exxon to this way, the Attorney General and then, oh, yes, of course, you need those That's not from our perspective an With due respect, it's not a civil discovery 11 proceeding. This is a subpoena compliance proceeding. 12 We demonstrated 13 documents, 14 through, and, frankly, we don't see how there is a 15 legal basis as opposed to an understandable 16 share that desire to conclude this investigation, 17 we have to be able to conclude the investigation 18 the ambit of our authority 19 exercised and exercised with good faith. our legal authority to demand these specifics ones, all of them that we ran desire. We but within that's been properly 20 THE COURT: Mr. Wells. 21 MR. WELLS: Well, I thought he was going to 22 try to be practical and propose some type of'practical 23 solution. 24 very beginning because if you listen to him, he is 25 suggesting 26 in months and months of preparing I was wrong. It seems we are back to the that your Honor has now ordered us to engage spreadsheets for 12 Terry-Ann Volberg, CSR, CRR, Official Court Reporter 51 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 52 Proceedings 1 2 years of projects, 3 because that's what he said. He said, okay, number one 4 is done, number two is done. He is checking boxes like 5 the court ordered something. I told him, I am 6 confused all the underlying THE COURT: 7 documents, I have made it very clear. 8 are not going for 12 years at every project. 9 made that very, very, very clear. We I have 10 MR. WELLS: 11 So at the moment he checked so many things 12 off. 13 not. Thank you. I am not sure what is being ordered and what is I started trying to be cooperative 14 saying we 15 would update. 16 take months, and what I hear them saying is no matter 17 how much updating we do, there is always going to be 18 more because we do an Energy Outlook every year. 19 guess we are going to be updating for three years, four 20 years. 21 believe that there is supposed to be a stop date, and I 22 don't have to go out and redo a multimillion 23 production, 24 law. 25 are going to be back arguing about updating again 26 because he does not want any end date. We understand it adds costs, it will Look, there has got to be a stop date. multiple Listening times. So I I dollar I don't think that's the to him it is clear, whatever we do, we Terry-Ann Volberg, CSR, CRR, Official Court Reporter 52 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 53 1 Proceedings 2 Maybe what we should do is have your Honor 3 rule, we will go to the Appellate 4 the updating rules are, because I don't think they can 5 do what they are saying they can do which is 6 continually make us spend millions and millions 7 dollars, whether it's a monthly basis or every six 8 months, ad infinitum into the future. 9 that's rational. 10 Division, see what of I don't think I don't think that's proportional. I tried to be reasonable. Every time that 11 you try to be reasonable, with all due respect with 12 them, you get back because they -- look, this is not a 13 normal investigation. 14 That's what it is. 15 Attorney 16 the largest fossil fuel oil company in the world. 17 know it. 18 have not done anything wrong, anything. 19 .It is a political witch hunt. They cannot clear Exxon. The General cannot be in a position of clearing I know it. 50 our documents This investigation They show that we started in November 2015. 20 What they said was Exxon knew about secrete science, 21 Exxon was keeping the secret science buried, and going 22 out and being climate deniers. 23 looking at our scientific documents 24 don't want any scientific documents, 25 science because our science shows that Exxon is totally 26 innocent. Then after months of they said, oh, we stop giving us the Terry-Ann Volberg, C5R, CRR, Official Court Reporter 53 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 54 Proceedings 1 2 Then in August they changed the theory. They 3 went to a stranded asset theory, and we read about it 4 the newspaper. 5 right to the press. 6 will do a stranded asset theory. 7 Every time they do something, they go We read in the newspaper. Now we That goes away. Now we have a new theory. It's exactly 8 opposite 9 say in our documents how serious climate change is, but 10 than the first theory. The new theory is, we internally we don't pay that much attention 50 they totally flip-flopped 11 to it. the theories. 12 We are on the third theory now. 13 there. 14 through with your Honor, I won't burden you with it, 15 it's a PricewaterhouseCoopers 16 says with respect to proxy costs that that's what is 17 used for projecting 18 It says with respect to GHG costs, how we apply them in 19 specific locations, 20 conservative 21 does this in the most conservative 22 There is nothing That's why that document that I wanted to go internal document. demand and ultimately It the prices. it says Exxon has one of the more proxy costs of any oil company, and Exxon fashion. All of that is in the document I wanted to 23 walk you through. 24 statements, 25 mean, they just stand up here as officers of the court 26 and say whatever comes to their minds even if .they have It puts the lie to all of his that they are inculpatory, it's a sham. Terry-Ann Volberg, C5R, CRR, Official Court Reporter 54 of 101 I INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 55 Proceedings 1 2 documents 3 quite sure, they can't clear us. 4 us as innocent as we may be because it's politically 5 unacceptable 6 continuing 7 that contradict. At the end of the day, I am for them to do it. They can never clear So we will end up to produce, produce, produce. THE COURT: Look, the best suggestion that 8 I've heard is the one that you just made, Mr. Wells, 9 which is you can take this to the Appellate Division. 10 Take this to the Appellate Division because we are way 11 beyond proportionality, 12 reasonable 13 searching for the search terms that they agreed to, and 14 which were subsequently 15 134 people, and you have agreed to update that search 16 through 2016, and they can propound interrogatories, 17 and they can conduct the examination 18 that they want to conduct to verify that you've fully 19 complied through 2015 with all of their demands, that 20 that isn't reasonable under all the circumstances. 21 if the Appellate 22 the next three years changing their theory, and 23 imposing additional documentary 24 they are free to depose anybody in their corporation 25 that they choose to for the benefit of several million 26 pages of documents and in my judgment no court could conclude that if you are supplemented in the files of of the four people And Division decides that they can spend burdens on you when that you have already produced and Terry-Ann Volberg, CSR, CRR, Official Court Reporter 55 of 101 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 INDEX NO. 451962/2016 RECEIVED NYSCEF: 06/21/2017 56 Proceedings, 1 2 the additional 3 then so be it. documents 4 MR. OLESKE: 5 THE COURT: 6 MR. OLESKE: 7 Your Honor, -That's the ruling of the court. -- may I respond to this issue of -THE COURT: 8 9 that you are going to produce, obligation Look, you each have the to zealously represent your clients. You 10 have a different view of the world than Mr. Well's 11 client has a view of the world. 12 call balls and strikes. 13 MR. OLESKE: I'm just trying to Your Honor, I guess my -- part 14 of my point is, I want to clarify first what exactly 15 your Honor's ruling is because my understanding 16 your Honor is saying they have to give us the documents 17 that are responsive 18 which -- 19 is that to our requests, one, two and three THE COURT: No. If your request is that 20 they have to give you information 21 that they have been involved in for the last 12 years, 22 the answer is I absolutely, positively, 23 never intimated, 24 they have to do. 25 26 about every project definitely suggested or ruled that that's what MR. OLESKE: I guess what we are a little tied up on is the distinction between our requests for Terry-Ann V01berg, CSR, CRR, Official Court Reporter 56 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 57 1 Proceedings 2 information 3 Honor has made it clear that we have the right to ask 4 interrogatories. 5 and our document requests because your THE COURT: Yes, you can ask all the 6 interrogatories 7 those interrogatories. 8 those interrogatories 9 and I am going to sanction them for failing to answer 10 interrogatories you want, and they will respond to reasonably you will be back here, to which they have no proper objection. MR. OLESKE: 11 If they fail to respond to Does that mean -- we are 12 talking about the interrogatories 13 mean the court is 14 THE COURT: 15 interposed objections, 16 objections. 17 MR. OLESKE: we have. Does that To the extent that they have we will have to rule on the That's not how -- there is no 18 process for objecting to subpoena requests, your Honor. 19 The process is for them to move to quash on a specific 20 basis that they have. 21 about it, and they refused. 22 We should have met and conferred THE COURT: Yes, you should have met and 24 MR. OLESKE: They refused -- 25 THE COURT OFFICER: 26 THE COURT: 23 conferred Counsel. If they don't want to meet and Terry-Ann Volberg, CSR, CRR, Official Court Reporter 57 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 58 1 Proceedings 2 confer about it, then we will have to go interrogatory 3 by interrogatory 4 quashed or not. and ascertain whether they should be MR. OLESKB: 5 Your Honor, it's their burden 6 to do that on their motion to quash, and they didn't, 7 just like they didn't do any of the other things. The document requests your Honor is talking 8 9 about quashing here are document requests that are not 10 covered by original subpoena, that we have met all of 11 the legal requirements 12 they are not utterly irrelevant, which is the actual 13 standard. 14 value, how they were not part of the first subpoena, 15 how we need them for our investigation 16 17 18 to show. It's just not that We have shown their incredible probative THE COURT: -- We are talking passed each other. I've granted you the ability to propound any 19 interrogatories 20 standards of what an interrogatory 21 under these circumstances. 22 ability to take the nine depositions 23 seeking, several of which relate to the appropriateness 24 of their compliance with your prior document requests. 25 I've granted you the ability to depose anybody in the 26 Exxon mobile organization you wish that conform to reasonable can properly request I've granted you the that you are whom you need or want to Terry-Ann Volberg, CSR, CRR, Official Court Reporter 58 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 59 1 2 Proceedings depose. MR. OLESKE: 3 One note on the testimony, your 4 Honor. 5 point out that it's been unresolved, 6 resisting producing 7 testimony who is a secundate -- I'm sorry -- an 8 employee of Imperial Oil. Your Honor mentioned 9 nine witnesses. but Exxon is one of those witnesses THE COURT: We should I have overruled for that. I 10 granted you the depositions 11 All nine of these people, I have granted you the right 12 to propound any interrogatories 13 14 of all of these people. They have undertaken production pursuant you wish to propound. to update the document to the original subpoena. 15 MR. OLESKE: 16 THE COURT: Yes, your Honor. I believe that that is all you 17 can reasonably ask for, and all you're reasonably 18 entitled 19 the Appellate 20 to, and if the Appellate Division disagrees, Division disagrees. MR. OLESKE: Can I ask your Honor to 21 consider one thing, to begin with, on the specific 22 request? 23 Our request number five that your Honor was 24 just talking about quashing is for them to give us a 25 copy of the CD they already have that they produced 26 the SEC. That's our document request number five. Terry-Ann Volberg, CSR, CRR, Official Court Reporter 59 of 101 to INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 60 Proceedings 1 2 There is no years of identifying 3 pushing a button, giving us a copy. 4 the basis for quashing that is given that it's pushing 5 a button. anything. It's We don't see what The other key request here though, what I 6 7 guess the Attorney General is asking for guidance on, 8 what the basis is for so we know what to do, .is these 9 documents that we have been hunting down for impairment 10 purposes, that we, as the court directed because they 11 were not part of the first appeal, went to the PWC, 12 found this inculpatory 13 Exxon looking for those documents. 14 for us -- these witnesses will not answer those 15 questions. 16 it -- at what point are we able to get those documents 17 because we feel like we have done what the court asked 18 you us to do to get them. 19 made our showing, and there is no legal basis to deny 20 it, except that it's too much. 21 THE COURT: This is a different 22 to be disclosed.in 23 interrogatory. 24 stuff, and now are going to What is the basis subject matter. Now we are here, we have I think the information response to a properly MR. WELLS: Why is is going framed Your Honor, we would like, we 25 would like to be heard on these before you rule in 26 terms of a Canadian employee. We would like to have Terry-Ann Volberg, CSR, CRR, Official Court Reporter 60 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 61 1 2 Proceedings argument on that. 3 THE COURT: All right. 4 MR. WELLS: We would like to have argument 5 on Dan Bolia who is the internal Exxon lawyer with 6 respect.to the compliancebecause we think that raises 7 attorney-clientprivilege issues different from the -- 8 THE COURT: I am not overruling any 9 privilege claims that you have which would be asserted 10 in any deposition. I am of the view, which may be one 11 that the AG disagrees with, that the deposition process 12 in this case and interrogatoryprocess in this case is 13 a much more productive, efficient and cost-effective 14 means of securing information that the Attorney General 15 is legitimatelyentitled to pursue in its 16 investigation. I'm sympathetic to the fact that the 17 document demands are disproportionateto the years in 18 terms of advancing the investigation,but I will hear 19 you. 20 21 MR. WELLS: With respect to what was an offer of compromise, I offered to update through 2016. 22 THE COURT: Yes. 23 MR. WELLS: I understand they have rejected 24 the offer because they want to be able to get through 25 2017 and continually 26 THE COURT: I am not allowing that. I think Terry-Ann Volberg, CSR, CRR, Official Court Reporter 61 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 62 Proceedings 1 2 your offer is reasonable. 3 your obligation 4 generated on a rolling basis. 5 all. 6 I don't believe that it is to produce documents MR. WELLS: I don't believe that at It appears we are on that issue 7 heading to the Appellate Division. 8 figure how it's couched. 9 THE COURT: as they are I am trying to I am being somewhat -- Apparently you are heading to 10 the Appellate Division, and I think I have been very 11 clear that I don't believe that in an investigation 12 that started in 2015 in which you produced millions of 13 pages you have an obligation on a rolling basis to 14 produce documents as they are generated 15 the conduct of ExxonMobil's business. 16 that you have an obligation to make a continuing 17 production of any relevant documents 18 previously inquired about or come to your attention, 19 and you've voluntarily 20 your production 21 through the end of 2016. internally in I do believe that they have agreed to produce, to update in response to the original subpoena 22 MR. WELLS: Which offer they rejected. 23 THE COURT: Well, that's the order of the 24 court. 25 Division, 26 court has found to be reasonable. That's what will go up to the Appellate the reasonableness of your offer which the Terry-Ann Volberg, CSR, CRR, Official Court Reporter 62 of 101 . INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 63 Proceedings 1 MR. WELLS: 2 On that -- I don't plan to go 3 out spending money until we figure out what the new 4 dates are. THE COURT: 5 Nothing is precluding the 6 parties from meeting and conferring and coming to other 7 and different 8 ordered this morning. things that have been discussed and MR. WELLS: 9 Mr. Toal would like to address 10 the question of the witness who lives in Canada, and 11 also Dan Bolia. MR. TOAL: 12 Your Honor, starting with the 13 issue of Dan Bolia, this is one of the four depositions 14 the AG requested on the topic called discovery, 15 our discovery process. 16 were already provided, Connie Feinstein, a 20 year 17 veteran of Exxon's IT Department, 18 implementing 19 partner, 20 oversight over the entire discovery process, and signed 21 the affidavit of completion, 22 than adequate. 23 our submission about Now we think the witnesses who was in charge of holds, and Michele Hirshman, who is my senior partner at Paul, Weiss, who had 24 we think those are more They have fully addressed the topics in to the court. The AG said they were not satisfied with our 25 submission 26 You agreed they should get an affidavit, to the court. Terry-Ann Volberg, You found it very detailed. they should CSR, CRR, Official Court Reporter 63 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 64 1 Proceedings 2 have the opportunityto test the assertions in the 3 affidavit in the deposition. That's exactly what_ 4 happened. So those witnesses were able to testify 5 competentlyabout the subjects of the respective 6 affidavits or certifications. 7 THE COURT: If that's true, Mr. Toal, then 8 these other witnesses are simply going to come in and 9 say everything that the two prior witnesses have 10 testified to is correct, and the AG will have wasted 11 some of its time and a lot of your time. 12 13 14 15 16 17 MR. -TOAL: That's part of the problem, your THE COURT: I understand. That's what they Honor. are seeking. That's what I am granting. MR. TOAL: So I understand the ruling generally. 18 Mr. Bolia, is in-house counsel for 19 ExxonMobil. He has day-to-day responsibilityfor the 20 management of this case. There is a special standard 21 that applies when the opposing part is seeking to 22 depose in-house counsel. 23 THE COURT: 24 MR. TOAL: Agreed. That's one that the AG did not 25 even take on in this case. They have to show they have 26 no other means to obtain the informationthey are Terry-AnnVolberg, CSR, CRR, Official Court Reporter 64 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 65 1 Proceedings 2 seeking. They have not shown that. They have to show 3 the information sought is relevant and not privileged. 4 They have not shown that. They have to show that the 5 information is crucial to the preparation of its case. 6 They have not shown any of those things. 7 THE COURT: Nobody is precluding an attorney 8 from asserting attorney-clientprivilege. Normally 9 that wouldn't attach to knowledge that the attorney has 10 about how documents are being assembled, but ~e can 11 deal with it on a question-by-questionbasis if 12 necessary. 13 MR. TOAL: Thank you, your Honor. 14 If I could turn to the issue -- 15 THE COURT: I think that the one thing that 16 ExxonMobil wants to nail down here is that you have 17 fully and completely complied with the subpoena. 18 That's the one thing that I would think you would want 19 to have nailed down here, and if it takes seven 20 witnesses for the AG to be satisfied that you have 21 fully complied with the subpoena, the AG is doing you a 22 favor. 23 MR. TOAL: I don't think the AG has been 24 doing us any favors. I don't think the AG will ever be 25 satisfied. I think part of the game is to impose a 26 burden here. I do think we established through the Terry-Ann Volberg, CSR, CRR, Official Court Reporter 65 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 66 Proceedings 1 2 affidavits and certifications that we have complied 3 fully with our discovery obligations, 4 questions 5 identified 6 There's been no showing that that information 7 way critical to their evaluation 8 our obligations 9 to do with the internal searches of the management and the types of that the AG points to that the witness somebody else have to do with details. is in any of our compliance with in the subpoena, and many of them have 10 committee custodians which is entirely irrelevant at 11 this point because we redid the entire production 12 management 13 they say it shouldn't have been done. 14 15 committee custodians in precisely of the way I don't think these are good faith depositions that have a reasonable basis. THE COURT: 16 If you are asking me whether 17 this is being handled in a proper, proportional 18 I would tell you I don't think so, but they are 19 entitled to do this. 20 MR. TOAL: manner, As to the witness from Imperial, 21 one of the witnesses 22 substantive 23 Iwanika. 24 employed by Imperial Oil, not employed by ExxonMobil. 25 Imperial is a Canadian company. 26 exclusively they have sought, one of the witnesses, is a gentleman named Jason Mr. Iwanika is a resident of Canada. in Canada. He is It does business Exxon owns about 69 percent of Terry-Ann Volberg, CSR, CRR, Official Court Reporter 66 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 67 Proceedings 1 2 its stock. 3 controls Imperial, and, therefore, controls 4 Mr. Iwanika. The AG is of the view that ExxonMobil The standard for establishing 5 corporate 6 control requires that a subsidiary be operated as a 7 mere department 8 circumstance 9 identical ownership interest before one corporation of a parent organization, and in that the companies have t to have merely is 10 deemed to be a mere department 11 not a department 12 corporation. 13 widely on the market. 14 no connection with Exxon, no prior employment history. 15 Exxon does not have the ability to hire, fire or 16 discipline 17 because that deprives us of any way of compelling 18 Mr. Iwanika to appear. 19 of another. of ExxonMobil. Imperial is It's a separate Thirty percent of its shares are owned Five of the seven directors have Imperial employees, which is important We can't -- Exxon can't approve Imperial 20 employee expenses and can't enter into agreements 21 behalf of Imperial. 22 effect at Imperial if and only if Imperial, Imperial's 23 management approves those policies. So the AG has not 24 carried its burden of demonstrating here that Imperial 25 is a mere department 26 ExxonMobil's on policy guidance takes of ExxonMobil. The thing the AG does point to is that Exxon Terry-Ann Volberg, CSR, CRR, Official Court Reporter 67 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 68 Proceedings 1 2 produced certain documents from Mr. Iwanika. 3 pursuant to a request we made for Imperial to make 4 those documents available 5 time they did they said we are doing this as an 6 accommodation 7 Attorney General, but this is not going to compel us to 8 make any further productions 9 They made their determination to us. That was They did it. At the both to Exxon and to the New York or to do anything else. when the Attorney General 10 requested the presence of Mr. Iwanika in New York for 11 examination. 12 weren't willing to make that accommodation, 13 does not have the ability to compel an employee of a 14 separate organization 15 don't think we have the ability to comply with. 16 They weren't willing to do that, they MR. OLESKE: to appear. and Exxon So that's one I just Your Honor, I appreciate your 17 Honor's perspective 18 and seems to the court to be thwarted. 19 that's obviously not our belief. 20 been as efficient as possible. The difficulty has been 21 in dealing with representations about prior compliance 22 or about matters before the court. 23 that this has gone on for so long, Obviously, We believe we have I have got -- counsel testified, like they 24 did in their affidavit and they did in their brief, 25 they have given you attorney attestations 26 This is Imperial Oil's 10-K (indicating). to facts. "By virtue Terry-Ann Volberg, CSR, CRR, Official Court Reporter 68 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 69 Proceedings 1 2 of majority stock ownership of the company by 3 ExxonMobil, the company's considered 4 not controlled by Canadians." 5 company is a controlled 6 York Stock Exchange and the Toronto Stock Exchange, and 7 Exxon mentions 8 employees 9 is not an employee of Imperial Oil. to be an entity The company the company for purposes of the New that only two of the seven directors are of ExxonMobil. The president 10 of ExxonMobil 11 salary is paid by ExxonMobil Corporation. of Imperial Oil He is an employee The president of Imperial's Corporation. 12 That's kind of a big picture. 13 THE COURT: 14 I ordered these depositions 15 MR. OLESKE: 16 But, your Honor, if I could, I just You don't have to say any more. to proceed. Thank you, your Honor. 17 dealt with all of the depositions, 18 with -- I presume, and I don't want to presume, 19 to clarify with the court, we've propounded 20 interrogatories. 21 conferred with us in the first place. 22 understanding 23 for compliance with these interrogatories, 24 of course, we are going to talk to them about 25 fulfilling 26 guidance on that point. if we if we have dealt I want these We think they should have met and Our is that you are ordering, as we asked, those interrogatories. but, that, I am asking for Terry-Ann Volberg, CSR, CRR, Official Court Reporter 69 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 70 Proceedings 1 2 As to the document requests themselves, I 3 guess I am trying to drill down on, it appears that we 4 have got the court's okay for the ones that we 5 previously 6 three other ones, the one that's a copy of the SEC 7 documents. 8 order that we are not entitled to get that? 9 going to get that information discussed, and I'm just getting to these I am asking, I guess, is it the court's from witnesses. 10 disc of information 11 another regulator that they have copied. 12 that they have previously And the documents, We are not That's a given to the impairment documents, 13 we have gone through all the other routes the court 14 sent us through to get what we need, that these 15 witnesses 16 theoretically 17 depose, to take testimony from witnesses 18 the blind without these documents. 19 are not about, and that we could could be waiting months and months to So, again, I understand about that in the court's 20 perspective 21 pages, although many of these pages are duplicative 22 you would expect. 23 are not for everything. 24 disc and for a range of documents 25 produced on, and we have been looking for now for seven 26 months. They refused to give to us when we asked. about the overall duration, millions of as Putting that aside, these requests It's for copies of a compact that PWC has already Terry-Ann Volberg, CSR, CRR, Official Court Reporter 70 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 71 1 Proceedings 2 Your Honor told us to go somewhere else to look, and we 3 did. 4 and we did. Your Honor said you can issue another subpoena, 5 So I guess the question is, can we ask the 6 court to reconsider, 7 ordering 8 of documents given to the SEC, and the production 9 the documents in addition to the other ones, the reproduction of that one disc or that set of that we have been trying to get, and that 10 we followed the steps that the court said to follow to 11 get. 12 about we have to stage our investigation 13 now we will have to figure out how to identify the 14 witnesses 15 about on this impairment issue that weren't covered by 16 the first subpoena because we don't have Exxon's 17 documents Now, I mean, based on what the court is saying 18 a certain way, at Exxon for the testimony you are talking from -- we working from PWC's documents. It doesn't make sense in terms of the very 19 issues that your Honor has talked about. 20 basis to restrict us from getting responses 21 request. 22 on Exxon's presentation, 23 in the world. 24 categories, 25 26 While at first I understand There is no to that it seemed, based we are asking for everything We have asked for very narrow and we don't see a basis to quash them. MR. TOAL: to understand Your Honor, I find it difficult how these sets of interrogatories and Terry-Ann Volberg, CSR, CRR, Official Court Reporter 71 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 72 Proceedings 1 2 these sets of document requests can be characterized as 3 targeted or specific as they attest in their brief. I 4 found that difficult 5 documents 6 project Exxon has not only pursued, but even 7 considered, 8 decision. 9 trying to come up with a broader subpoena you would be 10 to understand. They seek for 12 years concerning virtually every every impairment decision, every reserve It's difficult hard-pressed to imagine. If you were to beat this one. 11 THE COURT: I agree. I agree. 12 So what I haven't done is, I haven't ruled 13 interrogatory 14 interrogatories. 15 powers to propound 16 relevant and not excessively 17 interrogatory 18 project 19 that Exxon has pursued in a 12 year period is 20 unreasonable 21 would be quashed. 22 proceedings 23 can't work out a meet and confer process, we will have 24 another meeting and I will rule interrogatory 25 interrogatory. 26 by interrogatory to the scope of the I have ruled that the AG has broad reasonable interrogatories burdensome. that asks for information that Exxon has considered that are Clearly an about every and every project on its face, and such an interrogatory If we are going to have further about the scope of interrogatories, if you by It's the court's view, right or wrong, you're Terry-Ann Volberg, CSR, CRR, Official Court Reporter 72 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 73 1 Proceedings 2 free to get guidance from a higher court, that by 3 propounding 4 obtaining 5 the search terms that address all of the issues that 6 you are concerned about, you are in a position 7 any information 8 have recourse. taking depositions, and full compliance with the prior subpoena with that you need. to get If you disagree, you 9 MR. OLESKE: 10 much that I disagree. 11 that we have these search terms with the original 12 subpoena. 13 documents not covered by the first subpoena. 14 Honor already ruled that 15 Your Honor, I guess it's not so Your Honor keeps pointing out The point is, these requests are for THE COURT: Your I just can't believe that you 16 don't have major amounts of information 17 subject based on the search terms that you utilized and 18 134 custodians. 19 20 21 ,~ interrogatories, MR. OLESKE: Two things: about this We are surprised too, although after -THE COURT: That's why I am giving you leave 22 to conduct the deposition 23 appropriateness 24 in terms of your original subpoena. of five people about the of the compliance 25 MR. OLESKE: 26 THE COURT: that Exxon has made Right, your Honor. So if you come back here and you Terry-Ann Volberg, CSR, CRR, Official Court Reporter 73 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 74 Proceedings 1 2 say we just deposed X, and X has indicated that Exxon 3 wrongfully 4 well, then we will have a different discussion 5 are having today. discarded all of the relevant documents, than we 6 MR. OLESKE: 7 I guess what I am getting at is, you are I apologize, your Honor. 8 right, we got that remedy, and we appreciate 9 potential 10 subpoena. 11 are relevant to our investigation 12 connected and met our legal burden to connect with our 13 investigation 14 satisfied by the process your Honor is talking about, 15 and one of them is copying the compac~ disc, and the 16 other is giving us a production 17 year ago, and your Honor gave us instructions 18 get these documents, 19 covered by the process your Honor was talking about is 20 what the basis for us not being able to get those 21 documents. 22 that it's not legally required nor to resist these. 23 In terms of the interrogatories spoliation or noncompliance that, for with the original The issue is, these are subject matters that that we have that are not covered by, would not be that we moved for a on how to and we have done that, and are not There is -- Exxon has not made any showing the fact is 24 that it is Exxon that chose to represent to the 25 investors and to the public that it does this for all 26 of its decision. It applies this across its -- and Terry-Ann Volberg, CSR, CRR, Official Court Reporter 74 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 75 Proceedings 1 2 they represented 3 computerized 4 responding 5 data and information 6 public to do and you tell the public you keep track of 7 vigorously further that they have a comprehensive system to manage all of this information to requests that ask them to give us the for something that we tell the cannot be on its face burdensome. 8 THE COURT: 9 As I have said, I have not ruled on any I agree with that. 10 specific interrogatory 11 interrogatories. 12 about, you know, what you might ask in interrogatories 13 or have asked in interrogatories 14 me. 15 and I am prepared Everything MR. OLESKE: to rule on that you have just said sounds reasonable The question then on the 16 court's ruling on the interrogatories, 17 denying the motion to quash, granting our motion to 18 compel, and, as we would expect, leaving it to us 19 hopefully 20 to is the court this time to meet and confer? THE COURT: I am leaving it to you to meet 21 and confer with the understanding 22 come to a resolution 23 and all day session, and I will go through the 24 interrogatories 25 interrogatory 26 you from asking by interrogatory that if you cannot on interrogatories, we will have with you one by one and rule on any and any subpart. So I am not precluding anything you want to Terry-Ann Volberg, CSR, CRR, Official Court Reporter 75 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 76 1 Proceedings 2 ask, 3 some, 4 propound. and I am not precluding most MR. 6 THE COURT: OLESKE: 7 an absolute 8 interrogatories. right MR. 10 Understood, I am just to propose OLESKE: my question is, could I suggest 11 requests 12 respectfully, 13 requests that your for these two of you 16 by what 17 discussing. 18 court 19 observations 20 consideration to have we have 21 either MR. Honor party these Honor. document not quash these OLESKE: with 23 those purposes, because 24 happen, 25 are. 26 our motion informed two and a half specific hours rulings you hopefully by the and general take Honor, I don't know Division, that at least to clarify what the court's is that your on document CRR, 76 of 101 Honor request Official has for that will rulings granted number Court what's but I hear CSR, into and confer. the Appellate My understanding to compel confer which Your to happen and it to the to appeal, as you meet want meet to leave is free the court Volberg, your at least you have going Terry-Ann have to the court, the last 22 I just for a further spent by that you reasonable I am going I think which ruling Honor. documents? THE COURT: 15 to quash that you your Understood, I guess 14 from moving or all of the interrogatories 5 9 them two Reporter INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 77 1 Proceedings 2 which is about the updated documents, but not through 3 the current date, through the end of 2016. 4 5 6 MR. TOAL: Your Honor, this is about the fifth time Mr. Oleske has tried to reframe your ruling. THE COURT: My rulings are all reflected in 7 the transcript of the proceedings, and it won't be 8 difficult to read the transcript and distill the 9 rulings. I understand that Mr. Oleske is persistent. 10 MR. OLESKE: I was asking for a question of 11 clarity to determine which issues your Honor has 12 actually made a ruling on as opposed to which issues 13 have been deferred and not ripe for appeal. 14 THE COURT: What I have ruled is that you 15 are entitled to take nine depositions. I have ruled 16 that you are entitled to propound interrogatories.'I 17 have not ruled on any motion to quash any portion of 18 any interrogatorythat you ask. 19 and confer on. 20 undertaking to update the production through the end of 21 2016 of your original subpoena with the search terms 22 that have been used is a reasonable concessionby Exxon 23 and is being adopted by order of the court. That's what you meet And I have ruled that Mr. Wells' 24 MR. OLESKE: 25 We previously discussed -- that is a 26 Understood, your Honor. modification of our document request number two which Terry-Ann Volberg, CSR, CRR, Official Court Reporter 77 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 78 .Proceedings 1 2 is the updating one that your Honor limited to 2016. 3 Our document question number three which, I 4 believe, your Honor previously 5 updating of the production 6 listed in response to our interrogatory 7 which asks for a list of people who worked on reserve 8 committees which they have not previously 9 us. 10 THE COURT: granted was for the for the individuals to be number nine disclosed to I think that's an interrogatory, 11 and I think, maybe I am wrong, I thought Exxon agreed 12 to do that. 13 MR. OLESKE: The interrogatory asked them to 14 identify the people who served on these committees 15 they have not identified 16 their documents. 17 18 19 THE COURT: that to us yet, and to produce I think that those people need to be identified. MR. OLESKE: Document request number three 20 is for their responsive documents, 21 who they are, and give us their responsive documents. 22 23 THE COURT: That's something you will meet and confer about. 24 MR. OLESKE: 25 it's really not a large list -- 26 for them to tell us THE COURT: I guess the remaining ones, We will not go through this, the Terry-Ann Volberg, CSR, CRR, Official Court Reporter 78 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 79 1 Proceedings 2 six items, for 3 everything that 4 again. 5 6 MR. or not I have All four, five THE COURT: today MR. 10 directing 11 six. that OLESKE: us to meet 12 THE COURT: 13 MR. 14 protective 15 pages 16 of even 17 the production more. 19 information. 20 advises 21 this 22 the benefit 23 legal 24 to be treated 25 each production 26 that produced confer about four, five in our motion now produced ruling is highly sensitive and result we will in more letters commercial information. New letter documents CSR, law 79 of 101 that It is to the for that material reference of the parties not be publicly Official expressly We invoke and we also the agreement CRR, documents. General competitors. York update corporate Attorney under for a to get production Lieutenant confidentially, Volberg, on. 2.8 million that of our production of ExxonMobil's protections to be ruled Yes. Honor's York on is will the New ruled Honor certainly Each quashed. your The AG is trying is confidential Terry-Ann are not being them to do it for is whether six are being you want We have Your This and We did ask of documents. 18 and recited I am not going I assume TOAL: order. I just I am looking They in the manner 9 time. ruled. OLESKE: requests 7 8 the eighth released Court and Reporter in INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 80 1 2 Proceedings disseminated 3 4 or publicized. THE COURT: have agreed to what you are seeking? 5 MR. 6 their 7 business 8 without 9 us any notice, 10 object 11 are TOAL: opposition They brief information conferring and have they with without not. When appended of Exxon to seek filed confidential to their submission us in advance, giving they without giving us any opportunity the sealing of these to documents which sensitive. 12 13 They THE COURT: this? You agree 14 MR. to keep OLESKE: 15 to disclose 16 third 17 purposes. 18 Attorney 19 in a public 20 documents 21 evidence 22 it is not appropriate 23 THE COURT: 24 MR. 25 Exxon 26 secret proceeding. that of Exxon's wants Terry-Ann Volberg, CSR, that a blanket with be sealed 80 of 101 simply forward, seal that. document when Official are Going -- on a case-by-case CRR, the by attaching fraud. this particular so it should to for its investigation secrets, I agree not to for legal and challenged prospective to put we agreed investigation required basis trade OLESKE: to say of our to confidential? okay, We responded are not object information in here factual do you Honor, we were came General's this outside unless Exxon Oleske, Your documents parties and Mr. basis. is a trade it goes Court If into Reporter INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 81 1 Proceedinqs 2 court, they can make that on a case-by-case 3 qoinq forward they don't trust us to know what is a 4 trade secret -- now they have not actually moved to 5 seal any of the stuff we did disclose on the basis that 6 it was a trade secret because it wasn't. 7 basis. The question is, if qoinq forward they want 8 protocol where they have the opportunity 9 documents because they are actually qenuine trade to seal 10 secrets as opposed to embarrassinq 11 fraud, it's qoinq to be hard for us to oppose a 12 mechanism 13 secrets. 14 MR. TOAL: mechanism, 16 confidential 17 That's what we are askinq for, a a qround rule, so we can protect our business MR. OLESKE: between or evidence of for them to preemptive protect the trade 15 18 If information. There is a biq difference those two thinqs. 19 THE COURT: 20 between the parties, 21 act in a professional 22 have aqreed that you are not qoinq to disclose trade 23 secrets of Exxon, I would expect that AG's Office to, 24 at a minimum, advise counsel for ExxonMobil 25 if you are planninq 26 reason to believe Exxon miqht consider to be a trade I'm assuminq, despite the qulf that the attorneys are qoinq to manner, and if you, Mr. Oleske, to file somethinq in advance that you have any Terry-Ann Volberq, CSR, CRR, Official Court Reporter 81 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 82 Proceedings 1 2 secret. MR. OLESKE: 3 4 If we are talking about -THE COURT: 5 6 Understood. With respect to what has already been filed, the cat's out of the bag, Mr. Toal. 7 MR. TOAL: 8 nothing we can do. 9 to trade secrets. I agree. That's why -- there is I think this concept is not limited This is not just the formula for 10 Coca-Cola. This is competitively sensitive information 11 that can be used by a competitors. 12 THE COURT: 13 Your agreement with the New York AG seems to I agree with that. 14 cover, you know, any commercially 15 and I thought I heard Mr. Oleske say that at a minimum 16 before he files anything in court which is going to be 17 released to the newspapers, before you come to court, 18 that he give you the opportunity 19 20 21 22 MR. TOAL: to object. Thank you, your Honor, that's what we were looking for. With respect to the depositions that are upcoming, we would ask 23 THE COURT: 24 MR. TOAL: 25 THE COURT: 26 sensitive information The same rules apply. Beyond-The same rules apply. elicit testimony that represents If they trade secrets or Terry-Ann Volberg, CSR, CRR, Official Court Reporter 82 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 83 1 Proceedings 2 sensitive 3 agreed 4 a report, 5 you 6 prevent commercial before he publishes he will extend the opportunity that from 7 MR. 8 With 9 information, depositions, 10 ask that 11 are having 12 Texas. Thank respect we have that I am not going 17 witnesses for a week 21 time 22 information 23 more 24 those because than in from agree I think to you understanding. the AG to depose your or two weeks. is going in advance to be proportionality, that a particular for any excessively of your witnesses to depose long may of subjects, them about witness period of have and their it may knowledge subjects. 25 26 to some to allow on a multitude a day We the AG -- and come there some coming but I am not going examined part long. that, Certainly is being be a day to order 16 20 We would he will can meet rule up. think 15 and confer of the I don't that. I can't to Honor. coming for the most 14 and your presumptively THE COURT: 19 to give intervention to the length agree Again, you, depositions witnesses 18 or files to you judicial Oleske happening. depositions 13 Mr. to the public the courtesy to seek TOAL: We would that I think MR. WELLS: matter. Terry-Ann I want Volberg, to make CSR, Your sure CRR, 83 of 101 Honor, a housekeeping for the record Official' Court in case Reporter take of INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 84 Proceedings 1 2 either side goes to the Appellate 3 slides that I handed to the court and the 4 Pricewaterhouse 5 marked as Exxon exhibits for the purposes documents 6 THE COURT: 7 MR. OLESKE: of the file. And the 10-K from Imperial Oil Ltd. that I referenced, 9 have marked, as well. THE COURT: I handed to the court were They have been marked. 8 10 Division that the I would like to hand up and Okay. You can check with the 11 court reporter before you leave to be sure that 12 everything 13 record. 14 that you want in the record is in the MS. SHETH: Your Honor, Manisha Sheth, 15 Executive Deputy Attorney General, Economic Justice 16 Division of" the AG's Office. 17 Very briefly, Mr. Wells referred to this as a 18 politically 19 correct the record on that. 20 21 motivated witch hunt. I would like to THE COURT: The AG does not agree with that MS. SHETH: The AG does not agree with that at all. 22 23 at all. 24 has not been consistent with good faith compliance with 25 the subpoena. 26 production To the contrary, Exxon's behavior in this case What we have seen is a slow roll of responsive documents. The documents Terry-Ann Volberg, CSR, CRR, Official Court Reporter 84 of 101 that INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 85 1 Proceedings 2 were produced, many of them do not have anything to do 3 with this investigation. 4 They withheld and continue to this day to 5 withhold documents on the basis of a purported 6 accountant-clientprivilege that your Honor as well as 7 the First Department found is improper, and they have 8 now appealed that to the Court of Appeals. 9 They have sued us in an unprecedented 10 maneuver in a Texas federal court to enjoin our 11 investigation. 12 One of their counsel has failed to disclose 13 the existence of an e-mail of their CEO, the former 14 CEO, and then joked about it at her deposition saying 15 that she thought it was a test to see if the Attorney 16 General would find those documents interesting,and 17 whether the Attorney General was even reviewing the 18 documents they produced. As a result, documents of the 19 CEO were destroyed, and they have not put forth a 20 witness who can discuss fully the destruction of these 21 documents. 22 23 24 THE COURT: This is why you are taking these other five depositions. If you're asking me to state on the record 25 that Exxon has behaved in an exemplary manner, I 26 decline to do so. If Exxon is asking me to state on Terry-Ann Volberg, CSR, CRR, Official Court Reporter 85 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 RECEIVED NYSCEF: 06/21/2017 86 1 Proceedings 2 the record that the New York AG has pursued in an 3 exemplary manner, MS. SHETH: 4 5 Thank you, your Honor. MR. WELLS: Can we stipulate 'that Exxon, totally disagrees with all of her comments? 8 THE COURT: 9 Thank you very much. 10 11 you. All right. I always enjoy seeing Have a nice day and nice weekend. (Received and marked Attorney 12 General Exhibit Number 1 marked in 13 evidence 14 15 I do want to put that on the record. 6 7 I decline to do that also. ) *** C E R T I F I CAT E 16 I, Terry-Ann Volberg, C.S.R., an official court reporter of 17 the State of New York, do hereby certify that the foregoing 18 is a true and accurate transcript of my stenographic notes. 19 20 21 ~~ Terry-Ann Volberg, CSR, CRR Official Court Reporter. 22 23 24 ~. 25 l J.S; • 26 Terry-Ann Volberg, CSR, CRR, Official Court Reporter 86 of 101 INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. PSNYNO. v, 236 RECEIVED NYSCEF: 06/21/2017 P ricewa terhouseCoopers A ability (7) 28:25;58: I 8,22,25; 67:15;68:13,15 able (6) 43:14;51: 17;60: 16; 61 :24;64:4;74:20 absolute (I) 76:7 Absolutely (2) 47:23;56:22 abuses (I) 37:18 abusive (I) 12:6 accommodation (2) 68:6,12 accomplish (I) 33: 19 accordance (I) 38:4 accountant-client (I) 85:6 accountants (2) 14:25;15:4 accounted (I). 18:24 accounting (2) 8:25;48:25 accounts (I) 20:25 accurate (I) 16:23 across (5) 22:5,6;33: 13;35: 19; 74:26 act (I) 81:21 actions (I) 13:22 actual (I) 58:12 actually (7) 13:7,16;26:16; 39: 15;77: 12;8 I :4,9 ad (I) 53:8 add (2) 48:8,10 addition (3) 22: 15;45: 17;71:6 additional (17) 3 :20,21 ;4:6, 16; 18:9;21 :21 ;23: 12; 24:7, I 8;26:3;28:23; 31:16,18;35:12; 37:25;55:23;56:2 address (2) 63:9;73:5 addressed (2) 47: I 8;63:22 June 16,2017 adds (I) 52: 15 adequate (I) 63:22 admissible (I) 16:2 admissions (I) 23:6 adopted (I) 77:23 advance (4) 45:22;80:8;8 I :24; 83:19 advancing (I) 61 :18 advise (I) 81:24 advises (I) 79:20 affects (2) 13:26; 14:2 affiants (3) 3:25;4:5;24:9 affidavit (5) 18:22;63:21,26; 64:3;68:24 affidavits (3) 4:4;64:6;66:2 affirmation (2) 20:3;47:17 affirmative (I) 46:3 AG (26) 5:20,23; 12: 14; 14:9; 16:5,22;61:11;63:14, 24;64: 10,24;65:20,21, 23,24;66:4;67:2,23, 26;72: 14;79: 15; 82:13;83:12,16; 84:20,22 again (13) 6: 10,21; 14: 14;25:6; 36: 19;37: 15;44:23; 45:7;49:25;52:25; 70: 19;79:4;83: I 8 against (I) 16:2 ago (5) 20: 17;29:5,6;39: 16; 74:17 agree (20) II: 10,15,20,22; 12:2; 17:26;30:20; 32:9;45:10;72:11,11; 75:8;80: 13,23;82:7, 12;83: 12, 13;84:20,22 agreed (19) 3:18;7:12;9:14; 10:8;24:3;34:8,14; 37:24;50:6;55: 13, 15; 62: 19;63:26;64:23; 78:11;80:3,14;81:22; 83:3 agreeing (2) 24:26;25:3 agreement (3) 3:20;79:25;82: 13 agreements (4) 4:2,8;9:9;67:20 AG's (2) 81:23;84:16 ahead (I) 43:6 aiming (I) 44:18 Alberta (I) 13:5 allegations (3) 8:25; 19: 14;44:4 allow (2) 17:24;83:16 allowing (I) 61 :26 almost (I) 6:5 alone (I) 22:22 along (2) 19:11 ;31:5 alternate (I) 28:8 alternative (I) 26:19 although (4) 4:10;29: 14;70:21; 73:20 always (2) 31 :25;52: 17 amazing (I) 49:17 ambit (I) 51:18 amount (I) 10:26 amounts (I) 73:16 analysis (3) 9: 16;21 :9;49:4 analyze (I) 14:17 Anderson's (I) 47:16 annual (2) 20:13;33:10 anticipation (I) 3:14 apologize (I) 74:6 apparent (I) 21:9 apparently (2) 49:4;62:9 appeal (3) 60: II ;76: 18;77: 13 appealed (I) 85:8 Appeals (I) 85:8 appear (2) 67: I 8;68: 14 appearance (I) 21:2 appearances (I) 19:13 appears (5) 18: I 0;40:9;50:5; 62:6;70:3 Appellate (II) 53:3;55:9,10,21 ; 59: I 8, 19;62:7, 10,24; 76:22;84:2 appended (I) 80:6 application (I) 29:7 applied (I) 21:8 applies (3) 22:5;64:21 ;74:26 apply (3) 54: I 8;82:23,25 applying (2) 22:25;28:7 appreciate (4) 31 :2,4;68: 16;74:8 appropriate (I) 80:22 appropriateness (2) 58:23;73:23 approve (I) 67:19 approves (I) 67:23 April (2) 6: 14;39:22 arbitrarily (I) 39:23 arcane (I) 37:5 archaic (I) 4:23 areas (2) 46:10,10 argue (2) 11:17;19:21 argued (I) 46:20 argues (I) 21:22 arguing (5) 21:13,14;28:19; 33:26;52:25 argument (3) 22: 17;61 :2,4 arise (I) II: 13 around (I) II: 19 ascertain (I) Supreme Court - New York 87 of 101 58:3 aside (3) 19:4;25:23;70:22 aspect (I) 35:8 assembled (I) 65:10 asserted (I) 61:9 asserting (I) 65:8 assertions (2) 22: 16;64:2 Asset (3) 14: II ;54:3,6 assets (2) 20:23;41 :3 assume (4) 36: 16;47:21 ,21; 79:9 assuming (2) 50:9;81: 19 assure (I) 45:12 attach (I) 65:9 attaching (I) 80:19 attempt (I) 49:7 attention (4) 23:21;32:11;54:10; 62:18 attest (2) 3:26;72:3 attestations (I) 68:25 Attorney (44) 3:6,16,24;4:9,12, 15;5:9,24;9:22; I0: 13, 19;11:10;17:17;18:3, 8; 19:23;20:3;21 :21; 22: 16;23:5,6;25:26; 34: 19;36:4,7;37: 15; 39:23;42:3, II ;51 :4,5; 53: 15;60:7;61: 14; 65:7,9;68:7,9,25; 79:20;80: I 8;84: 15; 85: 15, 17 attorney-client (2) 61 :7;65:8 attorneys (2) 23 :20;8 I :20 attorney's (I) 20:4 audited (I) 37:7 auditors (I) 24:26 August (I) 54:2 author (3) 8: 10, 19; 10: 10 (I) ability - author INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. PSNYNO. v. 236 RECEIVED NYSCEF: 06/21/2017 PricewaterhouseCoopers authority (6) 25:26;26:3,6;45: 12; 51:12,18 available (I) 68:4 averring (I) 25:20 aware (I) 31:10 away (I) 54:6 behavior (I) 84:23 belief (I) 68:19 benefit (2) 55:25;79:22 beside (I) 36:9 best(l) 55:7 beyond (4) 33:25;46:8;55:11 ; 8 82:24 big (5) 22:3;23:24;33: 16; back (16) 5:7;24: 17;33:9, 16, 69:12;81:17 26;35:11,13;36:18, bigger (I) 22;41: 19;50: I 8; 41:18 51 :23;52:25;53: 12; Bill (I) 57:8;73:26 7: 13 bag (I) blanket (I) 82:6 80:22 Bailes (I) blind (I) 7:19 70:18 block (I) baked (I) 18:7 14:7 balls (I) boards (2) 4:23;11:6 56:12 banks (I) Bolia (4) 49:25 61:5;63:11,13; based (13) 64:18 6:5; I0:6;16: II; books (3) 17: 16; I 8:2; 19:7,24; 8:5,26; 15:7 24:17,20;25:18; boss (2) 71: II ,21 ;73:17 8:18;10:9 both (10) bases (I) 44:16 13:7, I 8; 14:6,25; basically (I) 18:22; 19:20;27:23; 35:22 39:2;40:23;68:6 basis (41) bothered (I) 21: 19, 19,20;22:8; 9: II 23:4,7;32:4,5,26; bottom (I) 33: I0;38:20;39: II, 37:6 23;41 :6;43: I 8, 19; boxes (I) 44: I 8;46: 15, 16,22; 52:4 49: 15;50: 13;51: 15; brief(IO) 53:7;57:20;60:4,8,13, 14:20; 15: 19,20,22; 19;62:4,13;65: II; 20:4;21 :25;35:6; 66: 15;71 :20,24; 68:24;72:3;80:6 74:20;80: 18,24;8 1:2, brieny (I) 5;85:5 84:17 beat (I) briefs (I) 72:10 16:18 beg (I) bring (2) 50:21 4:22;9:5 begin (2) brings (I) 6:3;59:21 8:21 beginning (2) broad (2) 29: II ;51 :24 21 :4;72: 14 behalf (2) broader (I) 25:20;67:21 72:9 behaved (I) budgeting (3) 85:25 8:11,16,20 June 16,2017 burden (6) 46: 15;54: 14;58:5; 65:26;67:24;74: 12 burdens (I) 55:23 burdensome (7) 9: I0; 12:5;43:21 ,23; 46:21 ;72: 16;75:7 burdensomeness (I) 50:14 buried (I) 53:21 business (II) 9: 16;22:3,4,6,22; 37:7;47: II ;62: 15; 66:25;80:7;8 I: 16 button (6) 9:18,19;22:15; 49: 19;60:3,5 21:25 categories (I) 71:24 eat's (I) 82:6 caught (I) 20:7 cause (I) 3:4 CD (2) 50: 14;59:25 CEO (4) 20:11;85:13,14,19 certain (6) 6:13;11:12;36:10; 37: 15;68:2;71: 12 certainly (2) 79:17;83:16 certification (6) 3:22;6: 14,16,19,20, 23 C certifications (2) 64:6;66:2 calculated (I) 45:22 certified (I) call (2) 23:25 12:26;56: 12 certify (I) called (3) 6:20 10: 16;20: 14;63: 14 chairman (I) calls (I) 20:11 Challenge (I) 42:12 came (3) 14:10 chalienged'(I) 21 :8;44: I0;80: 17 can (44) 80:17 4:22;5:11;7:11; change (2) 8: 13, 15, 16; I0:9; 15:2;54:9 11:10;13:15;15:5; changed (6) 17:6,7;22:9;23: 10; 27: II ;38:23,26; 27: 16;29:4;39: 10; 40:7;49:5;54:2 41: I 8;45:21 ;46:25, changes (I) 25 ;49: 19;53 :4,5 ;55 :3, 40:18 9,16,17,21 ;57:5; changing (I) 58:20;59: 17,20; 55:22 65: I 0;71 :3,5;72:2; characterized (I) 81:2,15;82:8,11; 72:2 83: 15;84: I0;85:20 charge (I) Canada (3) 63:17 63: 10;66:23,26 charts (I) Canadian (2) 5:10 60:26;66:25 check (I) . Canadians (I) 84:10 69:4 checked (I) Carbon (I) 52:11 14:10 checking (I) carried (I) 52:4 67:24 chicken (I) case (12) 13: 18 3:7;26:21 ;27: 13; choice (I) 41 :7;47:8;61: 12, 12; 45:2 64:20,25;65 :5;83 :26; choices (I) 84:23 25: 13 case-by-case (2) choose (2) 80:24;81 :2 25: 15;55:25 cases (I) chose (2) Supreme Court - New York 88 of 101 22:4;74:24 chosen (I) 42:3 circuit (I) 12:10 circumstance (I) 67:8 circumstances (2) 55:20;58:21 cite (I) 21:25 civil (3) 33: 14;44:23;51: 10 claim (2) 26:24;38:2 claims (2) 22:23;61 :9 clarify (4) 13:6;56: 14;69: 19; 76:24 clarity (I) 77:11 clean (2) 43:26;44:8 clear (15) 6:8;9:3,25; 17: I 8; 37: 14;48:21 ;50: 17; 52:7,9,24;53: 14;55:3, 3;57:3;62:11 clearing (I) 53: 15 Clearly (I) 72:16 client (I) 56:11 clients (I) 56:9 climate (4) 14: 13; 15:2;53:22; 54:9 Coca-Cola (I) 82:10 collection (2) 39: 15;50:26 Colton (4) 7: 13;8:9, 17; I 0:8 comfortable (2) 5:2;12:11 coming (4) 24:17;63:6;83:9,11 comments (2) 5:4;6: II commercial (2) 79:21 ;83:2 commercially (I) 82:14 committee (3) 48:3;66: 10,12 committees (3) 48:9;78:8,14 communications (2) 49:25;50:4 compact (3) (2) authority - compact INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. PSNYNO. v. 236 RECEIVED NYSCEF: 06/21/2017 PricewaterhouseCoopers 49:21 ;70:23;74: 15 companies (3) 21 :26;44:2;67:8 company (13) 5:21;18:14,24; 22:25;23 :24;40:24; 53: 16;54:20;66:25; 69:2,4,5,5 company's (I) 69:3 compel (7) 3:6; 10:20;34:6; 68:7,13;75: 18;76:26 compelling (I) 67:17 competently (I) 64:5 competing (I) 34:5 competitively (I) 82:10 competitors (2) 79:22;82: II complete (5) 3:19;5:24;11:4; 17:26;47:2 completely (2) 36:25;65: 17 completion (2) 37:26;63:21 complex (I) 22:4 compliance (21) 3:26;4:7; 17:23; 18: 12, 17,19,22; 19:5; 21: 14;24:8, 13;25:23; 51: 1\ ;58:24;61 :6; 66:7;68:21 ;69:23; 73:4,23;84:24 complied (10) 3:23;21 :23;23:25; 24: II ;28:20;38:2; 55: 19;65: 17,21 ;66:2 comply (2) 31: 19;68: 15 comprehensive (2) 22:19;75:2 compromise (I) 61:21 computer (I) 4:22 computerized (I) 75:3 concept (3) 8:7; II :20;82:8 concepts (2) 8:2;13:8 concerned (I) 73:6 concerning (I) 72:5 concerns (I) 22:26 June 16,2017 concession (2) 34: 18;77:22 conclude (3) 51:16,17;55:12 concluded (I) 12:20 conclusion (I) 39:6 conclusions (I) 16:24 conclusively (I) 36:5 conduct (6) 16:21 ;24:7;55: 17, 18;62:15;73:22 conducted (2) 45: 14;49:4 conducting (I) 45:2 confer (19) 30:2 1,22;34:4;37:2; 44:9;45:8;48:4;49: 19; 50: 16;58:2;72:23; 75: 19,21 ;76: 15,20; 77: 19;78:23;79: I0; 83: 15 conferred (4) 45: II ;57:20,23; 69:2\ conferring (2) 63:6;80:8 confidential (4) 79:21 ;80:6, 13; 81:16 confidentially (I) 79:24 conform (I) 58:19 confused (I) 52:6 connect (I) 74:12 connected (5) 41 :5;46: 16;49: 13; 50: 13;74: 12 connection (8) 3:12;21:18,18; 27:20;32:4;44: 17; 45: I 6;67: 14 Connie (I) 63:16 consensual (I) 33:23 conservative (2) 54:20,21 consider (3) 35:9;59:21 ;81 :26 consideration (4) 13:21; 14: 12; 15:2; 76:20 considered (3) 69:3;72:7,18 consistent (5) 5:4;6:10;48:11,13; 84:24 contain (I) 3:4 contemptible (I) 18:12 contend (I) 9:8 content (I) II: 13 contesting (I) 18:26 context (I) 16:23 continually (2) 53:6;61 :25 continue (I) 85:4 continued (3) 20:9;40:25;44:22 continuing (7) 23:20;30: 19;32: 14; 35:20;46: I 2;55:6; 62:16 continuous (I) 36:24 contradict (2) 22:17;55:2 contradictory (I) 19:16 contrary (4) 9:9;21 :7;44: I 5; 84:23 control (2) 7:11;67:6 controlled (2) 69:4,5 controls (2) 67:3,3 cooperation (3) 33:20;34:7,15 cooperative (I) 52:14 copied (I) 70:11 copies (2) 35:12;70:23 copy (6) 5:11;15:9;50:14; 59:25;60:3;70:6 copying (I) 74:15 Corporate (5) 7: 14;8: II ,20;67:5; 79:18 corporation (7) 39: I0, 12;55:24; 67:9,12;69: I0, II correspondence (I) 4:17 cost (10) 8:6,7,14; 13:5, I 0, 17, 19,22;27: 19;33: 17 cost-effective (I) 61:13 costs (26) 7:25,26;8:4,4,15; 10:5; 12:26,26; 13:2,4, 10,14; 14:6,7,25,25; 20:2;21 :8;28:6;29:8, 9;34: I 0;52: 15;54: 16, 18,20 couched (I) 62:8 counsel (9) 29: 14;41 :26;47: 13; 57:25;64: 18,22; 68:23;81 :24;85: 12 counsel's (I) 50:10 counter-documents (I) 21:4 couple (2) 25:7;47:7 course (6) 20:24;24:6;39:3; 43: 12;51 :7;69:24 COURT (179) 3:2;4:2,20,24;5:9, 13;6: 18;9:22; I0: 12; II :5,8; 12:3, 11,17,21; 13:3,13; 14:3,21; 15:9, 15,20; 16: 15; 17:9, 13, 17,18,20,21,26; 18:7; 21 :5, 12;23: 17;26:2,6, 23;27:2,13,16,19; 29:4,12,17,20;30:7, 13,17,24,26;31 :7, 14, 17;32:7,14,20;33: 19, 26;34: 17;35:3,8;36:2, 25;38:8,13,23;39:5,9; 40:3,6;41: I0;42:6, 10, 20,24;43 :23;44:24; 45: 10,20,26;46: 14,25; 47: 12,23;48:6, 13,23; 50: 17;5 I :4,20;52:5,7; 54:25;55:7,12;56:5,5, 8,19;57:5,13,14,22, 25,26;58: 16;59:9, 16; 60: I0, 17,21 ;61 :3,8, 22,26;62: 9,23,24,26; 63:5,23,25;64:7,14, 23;65:7,15;66: 16; 68: 18,22;69: 13, 19; 70:13;71:6,10,11; 72:11;73:2,15,21,26; 75:8,16,20;76:6, II, 14,18,19;77:6,14,23; 78: I0, 17,22,26;79:7, 12;80:3,12,23;8 I :2, 19;82:5,12, I 6, 17,23, 25;83: 13;84:3,4,6, I0, 11,20;85:8, 10,22 courtesy (I) 83:4 cou rtroom (I) Supreme Court - New York 89 of 101 3:3 courts (I) 44:5 court's (10) 12:24;29:26;50:6, 19;70:4,7,19;72:26; 75: 16;76:24 cover (2) 44:5;82: 14 covered (12) 41: 17;44:21 ;46:6, 19;50:8,9,12;58: I0; 71: I 5;73: 13;74: 13, 19 created (I) 25:13 critical (3) 14:22;26: 13;66:7 crucial (I) 65:5 cry (I) 22:20 current (I) 77:3 curve (2) 13:20; 14: 14 custodian (2) 33:9;35: II custodians (22) 3:20,21 ;9:26; I0: 14, 20;23:26;25:2,5,15; 28: 14,16;29: 13,15, 16; 30:25;32: 17;35: I0; 37:23;43:24;66: I0, 12;73: 18 custodian's (I) 30:2 cut (3) 12:22; 17:8, 17 cutoff(l) 38:10 D daily (2) 32:25;39: I0 Dan (3) 61:5;63:11,13 dangerous (2) 18:10;42:10 data (I) 75:5 date (12) 5:21;7:15;9:6; 20:15;33:12;38:6,11, 18;52:20,21,26;77:3 dates (2) 34: 12;63:4 day (II) 6: 10;32: 18,20;39:8; 40:25;43:5;55:2; 75:23;83: 10,23;85:4 days (2) 3:22;6:25 (3) companies - days INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. PSNYNO. v. 236 RECEIVED NYSCEF: 06/21/2017 PricewaterhouseCoopers day-to-day (I) 64:19 deal (4) 7: 11;34:24;37:2; 65:11 dealing (2) 47:24;68:21 deals (\) 8:11 dealt (2) 69:17,17 decide (7) 16:19,26;28:3; 39:23;42:8, I 0, 13 decides (\) 55:21 decision (4) 9: 16;72:7,8;74:26 decisions (\) 22:7 decline (\) 85:26 deemed (I) 67:10 deeply (I) 18:20 defer (I) 44:13 deferred (\) 77: 13 definitely (\) 56:22 definitional (\) 32:16 degree (\) 45:12 deliberately (\) 39:17 demand (\0) 13:11,17,19,24,26, 26; 14:8, 14;51: 12; 54:17 demands (2) 55: 19;61:17 demonstrate (\) 46:17 demonstrated (4) 23:4;32:4;44: 17; 51:12 demonstrating (I) 67:24 denied (I) 49:6 deniers (\) 53:22 deny (3) 43: 19;44:6;60: 19 denying (I) 75:17 dep(\) 11:2 department (7) 29: 15;63: 17;67:7, \1 ill_t" -~IHTiflt I( June \6,20\7 10,11,25;85:7 departure (\) 3: \I deponents (2) 4:6;10:14 depose (17) 3:25;6: 18; 16:22; 24:4;28:3,26;34:9; 36:19;37:11;43:13; 55:24;58:25;59:2; 64:22;70: 17;83: 16,23 deposed (3) 9:4,26;74:2 deposing (\) 16:6 deposition (\1) 7: 14;8: 17,22;33:22; 34:13,20;61:10,11; 64:3;73:22;85: 14 depositions (36) 3:15;4:5;6:4,8;7:3, 6,7,8; I0:22;24:6,8, 12, 16,18,21 ;26:7;36:6, 13,15,16,23;41:26; 42:2;58:22;59: I0; 63: 13;66: 15;69: 14, 17;73:3;77: 15;82:21; 83:9,9,10;85:23 deprives (I) 67:17 deps (4) 9:12,14;11:17,18 Deputy (\) 84:15 described (2) 28:8;38: 16 desire (2) 51:15,16 despite (\) 81:19 destroyed (4) 18:23;19:2,10; 85:19 destruction (I) 85:20 detailed (I) 63:25 details (\) 66:5 determination (2) 43: II ;68:9 determine (I) 77:11 developed (3) 7:25,26;40:23 developing (I) 13:11 development (\) 13:19 differ (\) 50:21 difference (3) 8:4; 12:25;81: 17 different (\8) 4:11;8:2,6,7;13:7; 16: 17;27:7,8,8,9; 35:21 ;39:21 ,21; 56: 10;60: 15;61 :7; 63:7;74:4 differently (I) 14:4 difficult (4) 71 :25;72:4,8;77:8 difficulty (I) 68:20 direct(\) 21:18 directed (2) 40: II ;60: 10 directing (\) 79:10 directly (\) 21 :25 directors (2) 67: 13;69:7 disagree (2) 73:7,10 disagrees (3) 59:18,19;61:11 disappeared (\) 24:19 disc (6) 49:21,21 ;70: I0,24; 71:7;74: 15 discarded (\) 74:3 discipline (\) 67:16 disclose (4) 80: 15;81 :5,22; 85: 12 disclosed (4) 19: 18;28:9;60:22; 78:8 disclosure (3) 19: 19;22:24;29:8 disclosures (\) 23:7 disconnect (\) 11:4 disconnected (\) 46:22 discovery (9) 21: 14,15;44:24,26; 51: 10;63: 14, 15,20; 66:3 discretion (I) 44:25 discretionary (I) 43:11 discuss (2) 25:8;85:20 discussed (4) 15:3;63:7;70:5; 77:25 discussing (I) 76:17 discussion (4) 3: 17; 12: 18, 19;74:4 discussions (\) 14:24 disproportionate (\) 61: 17 dispute (4) 15: 17; 17:22;44:24; 45:16 disputes (2) 3:10;17:25 disseminated (\) 80:2 distasteful (I) 46:14 distill (\) 77:8 distinction (\) 56:26 Division (\2) 53:3;55:9, I0,21; 59: 18, 19;62:7, I0,25; 76:22;84:2,16 document (67) 3: 19;6: 16;7:2; 11:11;14:8,9,19,21, 22,24; 15:5, 14; 16: 12; 17:20;23:8;26: 17; 28:2;31 :3,4,18,21,24; 32:22,24;33:21 ; 34:20;35:8,19,19,22; 37:8;38:2,3;39: II; 41:16,21;42:17; 43:20;44: 16;46:8; 47: 15, 17, 18,25;48:7; 49:22,24;50:5,26; 54: 13, 15,22;57:2; 58:8,9,24;59: 13,26; 61: 17;70:2;72:2; 76: I0,26;77:26;78:3, 19;80:25 documentary (I) 55:23 documents (\92) 3: 17,24;4: 16;5:20, 25;6:6,13;7:6;8:24; 10:2,5,6,15,18,23,25; 11:13;12:13;14:16; 15:23;16:6,11,16,17, 22; 17:2; 18:9, 14,23; 19:2, I0,24;20:6,8, 15, 16,20,22,26;21 :6, 10, 11,22;22:2, I0, II; 23:21,26;24:2,18,19, 23,26;25:4,6, 11,12, 14,16,17,21 ;26:3,9, 24;27:21,25;28:4,6, 10,11,13,17,24;29:2, 3,23;30:4,9,14,15,17, 18;31 :8,24;32:2, I0, 18;33:2,4;34:2;35: 14; 36:20;37: 12, 13,23; Supreme Court - New York 90 of 101 38:25;39:3,5,16,17, 24,26;40:3,4,15,16, 17,20;41 :3,9, 15; 42: 13, 17;43: 13, 16; 44: 13,20;45:3, 17,25; 46:3,5,19;47:6,9,19; 48: 17,21 ,24,26;49:2, 8,9,15,20;50:3,12,24; 51 :8, 13;52:2;53: 17, 23,24;54:9;55:2,26; 56:2,16;60:9,13,16; 62:3,14,17;65: I 0; 68:2,4;70:7,12,12,18, 24;71 :8,9,17,17;72:5; 73: 13;74:3, 18,21; 76: 13;77:2;78: 16,20, 21;79: 15,17,26;80: 10, 15,20;81 :9;84:4,26, 26;85:5,16,18,18,21 dollar (\) 52:22 dollars (5) 33:9,17;35: 17;47:5; 53:7 done (\6) 8: 16;16: 14; 18: 15; 27: 10;33: II ;37:20; 43:5 ;45 :8;46:24;52:4, 4;53: 18;60: 17;66: 13; 72: 12;74: 18 dose (I) 17: 13 double (I) 8:26 down (5) 42: 14;60:9;65: 16, 19;70:3 dozen (3) 11:6,7;37:10 dozens (I) 42:7 drawn (I) 48:21 dribbling (\) 25:13 drill (I) 70:3 due (3) 43:7;51:10;53:11 duplicative (\) 70:21 duration (2) 23: 14;70:20 during (2) 24:6;43: II E earth (\) 6:15 easily (I) 50:2 easy (4) (4) day-to-day - easy INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. PSNYNO. v. 236 RECEIVED NYSCEF: 06/21/2017 Pricewa terhouseCoopers 42:21,24,25;51 :2 Economic (I) 84:15 edification (I) \2:24 errect (2) 23: 15;67:22 efficient (5) 43: \0;44:26;5\ :9; 6\: 13;68:20 errort (I) 37:3 egg (I) 13: \8 eight (2) 27:7,7 eighth (I) 79:2 either (7) 28: II ;33:7,20; 44: 19;50: 19;76; 18; 84:2 electronic (I) 35: \3 elicit (I) 82:26 else (5) 9:7;28;3 ;66:5 ;68:8; 71:2 e-mail (I) 85: \3 embarrassing (I) 81:10 emphasize (I) 50:8 employed (2) 66:24,24 employee (6) 59;8;60:26;67:20; 68: 13;69:9,9 employees (3) 42:4;67: 16;69:8 employment (I) 67:14 empowered (I) 26:20 encompassed (I) 31 :22 encouraged (I) 36:26 end (12) 5:2\ ;6:24;7:2; 14:\8;19:11,12; 52:26;55:2,5;62:21 ; 77:3,20 Energy (9) 8: 10,19;10: \0; 13:9, 12,25;\4:\1,15;52:18 enrorce (I) 49:7 enrorcement (I) 17:24 engage (I) \lil1-1 -~eripl M June 16,2017 51:25 engaged (2) 9:2\ ;24:25 engaging (I) 11:19 enjoin (I) 85:\0 enjoy (I) 45:5 enormous (I) 10:26 enter (I) 67:20 entire (3) 37:7;63:20;66: II entirely (I) 66:10 entitled (9) 4: 12;39:7;50:7; 59: 18;61: \5;66: 19; 70:8;77: 15,16 entitlement (I) 51 :3 entity (I) 69:3 entrusted (I) 45:4 establish (I) 47:2 established (2) 2\: 19;65:26 establishing (2) \8: 12;67:5 evaluate (2) 43:\4,\5 evaluation (I) 66:7 even (17) 6: 17,22; I0:25,26; 19:26;20:21 ;21 :23, 24;25:26;43:26; 44: \6;45: 18;54:26; 64:25;72:6;79: 16; 85:\7 events (I) 38:16 everybody (3) 3: 18;34: \4,23 everybody's (I) 30:6 everyone (I) 6:25 evidence (7) 5: 18; \5: 12; 19: \4; 49: \4;5\ :2;80:21; 81:10 evidences (I) \9:\5 exactly (7) 10:7;13:4;17:8; 21 :26;54:7;56: 14; 64:3 examination (2) 55: 17;68: 11 examine (4) 42:25;43:2,3;45:4 examined (2) 43:9;83:20 example (5) 16: 12;27:4;32:6; 40:9;4\ :2 except (2) 37:18;60:20 excessively (3) \2:5;72: \6;83:20 Exchange (2) 69:6,6 exclusively (I) 66:26 Excuse (I) 27:16 executed (I) 28:20 Executive (I) 84:\5 exemplary (I) 85:25 exercise (2) 9:21;37:\7 exercised (2) 5\:19,19 exercising (I) 37:16 Exhibit (5) 5:\6,\7;15:10,11; 47:\6 exhibits (I) 84:5 exist (I) 28:\2 existence (2) 46:2;85: 13 expanded (I) 10:16 expect (3) 70:22;75: 18;8\ :23 expectation (I) 5:22 expenses (I) 67:20 experience (2) 3:9;43:8 explain (3) 8:14,15,16 explained (I) 26;25 explaining (3) 20:4,5;24:17 exploration (I) 9:\7 expressly (I) 79:19 extend (I) 83:4 extended (I) 19:\0 extending (I) 7:16 extent (2) 37:\8;57:14 extra (I) 6:25 Exxon (92) 5:\5,17,21;9:\7; 14:17;\5:\0,\\; 18:11;\9:5,8,\4,\8; 20:3,5,9,\4;2\ :3,7,\\, 26;22:9,14,18,20,23; 23:4;25:2,3,\ 0;27:5; 28:7,13;29:5;32:9; 38:26;39: \5,19,26; 40:20;42:5,9,10; 43: 18,26;44:8,1 0; 45: 18,23;46:2,17; 49: 14,16,18,25;50: 13; 5\ :3;53: 14,20,21,25; 54: \9,20;58:26;59:5; 60: \3;61:5;66:26; 67: \4,\5,19,26;68:6, 12;69:7;7\; 14;72:6, 18,19;73:23;74:2,21, 24;77:22;78: II ;80:7, 17,25;81 :23,26;84:5; 85;25,26 ExxonMobil (20) 3:2,23;4: I 0; \3: I0; \4:24; 16; 13;23:20; 29:6;34: 18;64: 19; 65: \6;66:24;67:2,\\, 25;69:3,8,\0,1\ ;81:24 ExxonMobil's (8) 3:5,26;29: 15;37:7, 8;62: \5;67;21 ;79:22 Exxon's (29) 18:21,26; \9: 16,19; 20:22,25;22:3,16; 24:26;25: 12,16,20; 29:26;32: I0;41 :3,7, 12;44:8;47; II ;48:21; 49:2,26;50:3,10; 63:\7;71:16,22; 80:21 ;84:23 44: 18;46: 15,16,22; 50:\3;80:18 ractuaUy-based (I) 31:24 rail (I) 57:7 railed (2) 26:10;85:\2 railing (I) 57:9 railure (I) 3\:22 rair (I) 45:22 raith (4) 45:4;51: 19;66: 14; 84:24 raise (I) 19:19 rar (5) 22: 10,12;40:2;43:9; 46:20 rashion (I) 54:21 ravor (I) 65:22 ravors (I) 65:24 rederal (I) 85:\0 reed (I) 23;13 reel (I) 60:17 Feinstein (I) 63:16 fifth (I) 77:5 fight(l) 9:4 fighting (I) 25:14 figure (8) 13; 15; \4: \5;31 :25; 43: 13;47:4;62:8;63:3; 71:\3 file (4) F 8:24; 15;5;8\ :25; 84:5 race (3) filed (6) 9:24;72:20;75;7 \5: 18,18,20,22; ract(13) 80:5;82:6 8:6; \\ :4;20: \1; files (9) 24:21 ;28:24;35:9; \ 0: 15;25:2;32: 17, 41 :23,26;44:7;46: \4; 22;33: \ 0;37:8;55: 14; 50:25;61: 16;74:23 82: 16;83:3 racts (8) fill (I) \6:9,13,24;20:5; 50:25 25: 19;47:9;50:4; filled (I) 68:25 32;23 ractual (IS) final (I) 21:17,18,18;23:4; 6:23 32:4,5;4\ :5;43: 19,22; finality (I) Supreme Court - New York 91 of 101 (5) Economic - finality INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. PSNYNO. v. 236 RECEIVED NYSCEF: 06/21/2017 PricewaterhouseCoopers 5:22 finally (1) 49:24 find (5) 19:2;28: 12;42: 15; 71:25;85:16 finding (1) 28:14 fingerprints (I) 22:24 finish (3) 6: 15;20: 16;39: 15 finished (1) 19:5 fire (1) 67: 15 first (43) 4: 18, 19;5:4;8: 12; 9:5,12;10:8;11:18; 19:6,15;20:3,17,25; 21 :23;23: 13;25:20; 27:24;28:20;30:3,10; 31 :23;39: 13;40:8, II, 14,22,23;41 :4, 17; 46:7;47:8;49:7, I0,26; 54:8;56: 14;58: 14; 60: II ;69:21 ;71: 16, 21 ;73: 13;85:7 fits (1) 19:8 five (14) 7: I 0;27:6;48: 16; 49: 17,20,23;50:7; 59:23,26;67: 13; 73:22;79:6, I0;85:23 nip-nopped (1) 54:11 noor (2) 4:20;35:4 focused (5) 17:20; 19: 13;21: 17; 23:11;46:16 follow (2) 23:12;71:10 followed (1) 71:10 following (3) 12:20;28:23;34:26 forbid (1) 33:7 forced (I) 44:14 forecast (I) 14:8 form (I) 16:23 formats (I) 27:9 former (1) 85: 13 formula (1) 82:9 formulated (1) June 16,2017 19:24 forth (1) 85:19 forthcoming (1) 26:11 forward (8) 50:20,22,22,23,24; 80:21;81:3,7 fossil (1) 53: 16 found (7) 48: 19;49: 12;60: 12; 62:26;63:25;72:4; 85:7 four (21) 7: 12,23;9:25; 14:22; 18:25;27:6;34: 16, 18; 36: 15;40: 13;42:3; 47:25;48: 16, 17; 49: 16;50:7;52: 19; 55: 17;63: 13;79:6, 10 fraction (1) 37:13 framed (2) 31 :9;60:22 frankly (I) 51: 14 fraud (4) 41 :7;44:4;80:21; 81:11 free (3) 55:24;73:2;76: 18 front (1) 14:10 fuel (I) 53:16 fulfilling (I) 69:25 full (2) 21 :23;73:4 fully (9) 3:23;24: I0;38:2; 55: 18;63:22;65: 17, 21 ;66:3;85:20 further (5) 24: 12;68:8;72:21; 75:2;76: 15 future (3) 13:23; 16:8;53:8 G game (1) 65:25 gap (I) 39:18 gaps (2) 19:24;50:26 gas (5) 9: 17; 13:2,12,24; 29:9 gauge (1) 44:25 gave (3) 6:25;34: 16;74: 17 G-d (1) 33:7 General (34) 3: 16,25;4:9,12; 5:24;9:23; I0: 13, 19; II: 10; 17: 17; 18:3,8; 19:23;21 :21 ;25:26; 34: 19;36:4,7;37: 15; 39:23;42:3, II ;51 :4,5; 53: 15;60:7;61: 14; 68:7,9;76: 18;79:20; 84:15;85:16,17 generally (2) 31:8;64:17 General's (3) 3:6;4: 16;80: 18 generated (4) 32:25;39: 12;62:4, 14 gentleman (I) 66:22 genuine (1) 81:9 GHG (12) 7:26;8:4,7, I 6; 12:26; 14:5, 10,25; 20:2;27:23;28:5; 54:18 given (8) 11:23;16:11;19:9; 47: 12;60:4;68:25; 70:10;71 :8 giving (8) 20:20;50: 14;53:24; 60:3;73:21 ;74: 16; 80:8,9 goal (2) 38:11,14 goes (7) 14:26;32:21,26; 33 :6;54:6;80:26;84:2 good (4) 45:4;51: 19;66: 14; 84:24 government (1) 22:21 governments (I) 13:23 grabbed (1) 4:20 granted (7) 58: 18,21 ,25;59: I 0, II ;76:25;78:4 granting (2) 64: 15;75: 17 great (1) 37:2 greenhouse (2) 13:2;29:9 ground (3) 13:5,14;81:15 grounded (1) 9:10 grown (1) 32:3 grudgingly (1) 19:9 guess (13) II :24;29:24;52: 19; 56: 13,25;60:7;70:3,7; 71 :5;73:9;74:7;76: I 0; 78:24 guidance (4) 60:7;67:21 ;69:26; 73:2 gulf(l) 81:19 Guy (1) 7:21 H half (3) 27:25;37: 10;76: 16 hand (3) 5: II; 15:9;84:8 handed (2) 84:3,4 Handing (1) 5:14 handled (1) 66:17 handles (I) 48:3 hands (2) 43:26;44:8 happen (3) 36: 14;76:22,24 happened (6) 5:6;6:9,10;7:4; 19:3;64:4 happening (1) 83:6 happy (5) 5: 13;7: 17;9:5; 44:10,14 hard (6) 15: 16; 16:4;35: 12; 42:21;50:21;81:11 hard-pressed (1) 72:10 head (I) 8:10 heading (2) 62:7,9 heads (1) 8:19 hear (6) 16:21 ;26: 12;42: 16; 52: 16;61: 18;76:23 heard (6) 25: 18;42: 15;45: 18; 55:8;60:25;82: 15 hearing (4) Supreme Court - New York 92 of 101 4:3; I 0: 17;22:20; 33:24 hearings (1) 42:2 heaven (I) 6:15 held (1) 48:14 help (3) 17:6;44: 13;50: 19 here's (1) 6:11 higher (I) 73:2 highly (1) 79:18 hire (I) 67:15 Hirshman (2) 6:19;63:18 historical (I) 3:9 history (2) 18:12;67:14 holds (1) 63: 18 Honor (104) 4:21 ;5:5, 12; 12: 16; 15: 13;16: 10; 17:5, 14; 18:5,17,18; 19: 12; 20:24;21: 15;25:7,8; 26: 12, 13,22;27:5, 18, 23;29: I0,25;30: 12,16, 20,25;31: 13;35:5,25; 39:8,13;40:11,11,21; 41 :8, 19,25;42: 18; 43:7,25;44:7,14; 45: 19;46:5,9;47:21; 48: 18;49:6;50:9, 17, 18;51 :25;53:2;54: 14; 56:4,13,16;57:3,18; 58:5,8;59:4,4,15,20, 23;60:24;63: 12; 64: 13;65: 13;68: 16; 69: 15, 16;71 :2,3,19, 25;73:9,10,14,25; 74:6,14,17,19;76:5,9, 12,21,25;77:4,11,24; 78:2,4;79:9;80: 14; 82: 19;83:7,25;84: 14; 85:6 Honor's (7) 6: I 0; 18: 16,19; 48: 12;56: 15;68: 17; 79:16 hopefully (2) 75: 19;76: 19 hours (1) 76:16 housekeeping (I) 83:25 huge (1) 34:17 (6) finally - huge INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. PSNYNO. v. 236 RECEIVED NYSCEF: 06/21/2017 P ricewa terhouseCoopers hundreds (3) 10:4;35:16,16 hunt (2) 53:13;84:18 hunting (I) 60:9 June 16, 2017 including (4) 24:7,19;41 :21 ;49:8 incredible (I) 58: 13 inculpating (I) 40:24 inculpatory (4) I 48:20;49: 12;54:24; 60:12 independently (I) identical (I) 31:23 67:9 identifiable (I) indicated (3) 50:3 6: 18;45:20;74:2 identified (14) indicating (3) 16: 12;36:24;68:26 6:5; I 0:4, 14;29: 13, 16,21,22;43:2;45:25; individuals (2) 47:26;50:2;66:5; 29:6;78:5 inefficient (I) 78: 15, 18 identify (4) 28:25 29:6;48: 10;71: 13; infinitum (I) 78:14 53:8 identifying (3) information (44) 7:24;29: 14;60:2 10:22; 18:21; 19:9, imagine (I) 25;22:23;23: 12, 16; 72:8 25: 17;26: 18;28: 18; immediately (I) 29:7;30:5;40:24; 7: 13 41 :22;44: 19;46:9, 18, impairment (8) 26;48:20;49: 13; 20:23;40: 12;41 :2; 56:20;57:2;60:21 ; 48: 17;60:9;70: 12; 61: 14;64:26;65:3,5; 71:15;72:7 66:6;70:9, I0;72: 17; 73:7,16;75:3,5;79: 19, impairments (I) 48:26 21 ;80:7, 13;81: 16; Imperial (17) 82: I0, 14;83:2,22 59:8;66:20,24,25; informed (I) 67:3, I0,16,19,21,22, 76:15 22,24 ;68: 3,26;69: 8,9; inherent (I) 84:7 45:12 Imperial's (2) in-house (2) 64: 18,22 67:22;69: 10 implementation (I) initial (I) 29:8 18:16 injunction (I) implementing (I) 33:24 63:18 implication (I) innocent (2) 36: 13 53:26;55:4 implicit (2) inquired (I) 18:20;33:5 62:18 important (5) instead (I) 7: 10,23;8:9; 14: 16; 4:23 67:16 instructed (I) importantly (I) 20:25 44:7 instructions (2) impose (I) 20:14;74:17 65:25 insufficient (I) imposing (I) 4:4 55:23 interest (I) improper (I) 67:9 85:7 interesting (I) improperly (I) 85:16 44:19 interfere (I) include (I) 37: 17 30:11 interference (I) ., Till-l' ~~rrip""~ 47:11 interferes (I) 28:25 internal (4) 39:22;54: 15;61 :5; 66:9 internally (2) 54:10;62:14 interposed (I) 57:15 interpretation (2) 16:16,17 interrogatories (50) 3:15;4:11,14;11:12, 16,20; 12:4,5, 12; 15:26; 17:4; 18:6;24:5, 15,22;26:8;28:2;36:6; 42: 18;44: 12;45:21; 47:20;48:2;55: 16; 57:4,6,7,8,10,12; 58: 19;59: 12;69:20, 23,25;71 :26;72: 14, 15, 22;73:3;74:23;75: II, 12,13,16,22,24;76:3, 8;77:16 interrogatory (24) II :21 ,25,26;46:26; 47:3,26;58:2,3,20; 60:23;61: 12;72: 13, 13,17,20,24,25;75: I0, 25,26;77: 18;78:6, I0, 13 interrupt (3) 12:9; 17:9;34:22 interrupted (I) 12:7 intervening (I) 39:18 intervention (I) 83:5 interview (I) 35: II interviewing (I) 28:14 intimated (I) 56:23 into (14) 13:21; 14: 12; 15:2; 19: 17;30:9;33:21 ,22; 42:9;43:26;51 :4;53:8; 67:20;76: 19;80:26 investigate (I) 39:24 investigating (4) 27: 15;36:4,8;37:5 investigation (46) 5:26;6:3; 17:24; 18:4,9; 19: 13;20:24; 21 :20;22:21 ;23:8; 28:26;32:3,19;33:6, 21 ;37:4;38:9;39:4; 41 :24;42: 12;43:9, 12; 44:22;45:2,14,23,26; 50:20,22;51 :5,9, 16, 17;53: 13, 19;58: 15; 61: 16, 18;62: II; 71:12;74:11,13; SO:15, 18;85:3, II investigative (4) 21:16,17;26:19; 42:2 investigatory (I) 33:15 investors (4) 22:26;27:9;49:3; 74:25 inviting (2) 42:9,10 invoke (I) 79:22 involve (I) 7:8 involved (3) 7:24; 15:6;56:21 involving (2) 9: 16;39:20 irrelevant (3) 41 :24;58: 12;66: I0 issue (19) 3:15;4:15;17:19; 19:7;26: 13, 14, 15; 32: 16;33:5;35:7;36:8; 45: 15;56:6;62:6; 63: 13;65: 14;71 :3, 15; 74:10 issued (10) 3:12;4:7;18:26; 20: I0;30:3;31 :6; 32: 12;38: 15;39: 19; 46:7 issues (13) 3:10;15:2;19:7; 25:24;26: 14, 15;31 :9; 37:4;61 :7;71: 19;73:5; 77:11,12 items (2) 25:8;79:2 Iwanika (6) 66:23,23;67:4,18; 68:2,10 J Jason (I) 66:22 job (I) 25:16 joked (I) 85:14 judgment (2) 42: 12;55: II judicial (I) 83:5 July (3) 7:20,21,22 June (II) Supreme Court - New York 93 of 101 7: 15, 17, 19; I0:25; 11:2;34:11;38:8,10, 12,13,21 Justice (I) 84:15 K keep (5) 36:16;38:11,14; 75:6;80:13 keeping (2) 22:19;53:21 keeps (I) 73:10 key (3) 18:6;34: I0;60:6 kind (3) 15:6; 18: I0;69: 12 kinds (2) 3:10;44:3 knew (3) 6:26; I0:6;53:20 knowledge (6) 15:5;29:7;41: 12, 14; 65:9;83:23 known (I) 50:26 knows (3) 9:20;42:26;43:4 L language (2) 27:8;39:21 large (2) 44:2;78:25 largest (I) 53:16 last (10) 18: 17;21 :2;25: 18; 27: 12,24;37:20; 38:24;49:5;56:21 ; 76:16 later (I) 7:12 law (9) 17:23;28:22;43:25; 44:2,15;46:22,23; 52:24;79:23 lawyer (I) 61:5 learn (I) 23:23 learned (4) 19:8;20:23;21 :6,9 least (5) 34:5;40: 17;46:20; 76:12,23 leave (3) 73:21;76:14;84:11 leaving (2) 75: 18,20 (7) hundreds - leaving INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. PSNYNO. v. 236 RECEIVED NYSCEF: 06/21/2017 PricewaterhouseCoopers left (I) 39:17 legal (18) 18: 13;22:8;26: 14, 15;29: 15;39:22; 43:18,19;46:17; 47: 10;51 :3, 12, 15; 58: 11;60: 19;74: 12; 79:23;80: 16 legally (3) 21 :20;23: 15;74:22 legitimately (I) 61:15 length (I) 83:8 letter (I) 79:25 letters (I) 79:19 level (I) 26:21 lie (I) 54:23 Lieutenant (I) 79:20 life (I) 4:26 limited (2) 78:2;82:8 line (3) 5:4;48:22;49:14 link (I) 39:25 list (5) 48:2,4, II ;78:7,25 listed (I) 78:6 listen (I) 51:24 listened (I) 21 :5 Listening (I) 52:24 literally (I) 25:10 litigation (2) 33:14,15 little (I) 56:25 lives (I) 63: 10 load (I) 35: 14 locations (I) 54:19 long (7) 9:20; 12:4;21 :24; 25:11;68:17;83:10,20 long-lived (I) 41:3 Look (II) 10:12;11:26;21:12; 22:3;39:9;42:20; 'lin-l -~tl"ipt ,N. June 16,2017 52:20;53: 12;55:7; 56:8;71 :2 looking (6) 22: 12;53:23;60: 13; 70:25;79:5;82:20 loop (I) 36:24 lost (I) 19:10 lot (2) 10:22;64: \I love (I) 4:24 Ltd (I) 84:8 M macroeconomics (1) 14:12 magnitude (I) 35:10 major (I) 73:16 majority (I) 69:2 makes (I) 11:23 making (2) 27:6;47:4 man (I) 47:4 manage (I) 75:3 manageable (I) 37:12 management (6) 20: 16;39: 16;64:20; 66:9,12;67:23 managing (I) 18: II maneuver (I) 85:10 Manisha (I) 84:14 manner (5) 45: 13;66: 17;79:8; 81 :21 ;85:25 manpower (I) 10:26 many (8) 3:8;22:6;35: 15; 42:4;52: II ;66:8; 70:21;85:2 March (13) 3: 13,23;4:2,3,7,8; 5:6,23;6:25;9:9; 23: 18;30:26;34:8 mark (2) 5: 15;32:24 marked (5) 5:17;15:11;84:5,6,9 market (2) 32:24;67: 13 massive (I) 37:4 material (I) 79:23 matter (II) 8:6;28:22;34:24; 39: 18;40: 19;41 :6; 43:25;44:2;52: 16; 60:15;83:26 matters (3) 32:2;68:22;74: 10 may (14) 3:16;7:5;12:15; 13:23; 17:7;35: 12; 38:5;41: 10;46: 13; 55:4;56:6;61: 10; 83:21,22 Maybe (2) 53:2;78:11 mean (8) 17:7,11,15;45:18; 54:25;57:11,13;71:1 I means (2) 61:14;64:26 mechanism (2) 81 :12,15 meet (19) 30:21,22;34:3; 36:26;44:9;45 :8;48:4; 49: 19;50: 15;57:26; 72:23;75: 19,20; 76: 15,20;77: 18; 78:22;79: 10;83: 15 meeting (3) 20: 13;63 :6;72:24 meets (2) 46:21,23 mentioned (I) 59:4 mentions (I) 69:7 mere (3) 67:7,10,25 merely (I) 67:8 merits (5) 17:22,25; 19:22; 21:13;27:13 met (9) 43: 18,2 1;45: II; 46: 14;57:20,22; 58: 10;69:20;74: 12 Michele (2) 6:18;63:18 might (2) 75: 12;81 :26 million (7) 6:6; 18: 14;22: 10; 25: I0;47:5;55:25; 79:14 millions (9) 16:6;21 :24;33:9, 17; Supreme Court- 94 of 101 47:4;53:6,6;62: 12; 70:20 mind (I) 49:5 minds (2) 37:10;54:26 minimum (2) 81 :24;82: 15 minute (I) 41:19 misled (I) 26:10 missing (I) 19:25 mobile (I) 58:26 modification (I) 77:26 modified (I) 39:2 moment (2) 19:4;52: 11 money (I) 63:3 month (I) 24:25 monthly (2) 39: II ;53:7 months (26) 3: 19; 10: 19;20: 17; 25:9;29:5,6;33:8,17; 34:20;35: 16,23; 36:17;37:19,20; 38: I 0,24;39: 16;5 1:6, 26,26;52: 16;53:8,22; 70: 16, 16,26 more (20) 5:23; I0: 18,22; II :6; 12: 13; 16:26; 17:2; 24:22;28:23,23; 37: I0;44:7;52: 18; 54: 19;61: 13;63:21; 69: 13;79: 16, 17;83:23 morning (I) 63:8 morning's (I) 3:14 most (7) 14:16;20:12;33:1 I; 44:26;54:21 ;76:3; 83: II motion (9) 3:5,6;4: 17;58:6; 75: 17, 17;76:26; 77: 17;79: 13 motions (3) 10:20;34:6,6 motivated (I) 84:18 move (9) 7:2;13:24;19:9; 33:20;34:9,12;50:22, 24;57: 19 New York moved (3) 6:15;74:16;81:4 moving (7) 5:25;38:11,14; 50:20,22,23;76:2 much (II) 4:26; 13:4, 14, 15; 36:6;46: 13;52: 17; 54: 10;60:20;61: 13; 73:10 multimillion (I) 52:22 multiple (4) 10: 19;24:4;41 :25; 52:23 multitude (I) 83:22 N nail (I) 65:16 nailed (I) 65:19 named (I) 66:22 names (I) 10:4 narrow (3) 44: 18;50:8;71 :23 narrowed (2) 30:4;44: 12 narrowly (I) 50:2 necessary (3) 8:23;23: 12;65: 12 need (32) 5:5; 11:2; 13:5;22:2, 2;24:22;25:8,12,24; 26: 18,24;27:26;28:3, 4;31: 17,25;34:24; 38:6;42: 13, 14, 16; 43: 16;44: 13;48:20; 49: 13;50:24;5 1:7; 58: 15,26;70: 14;73:7; 78:17 needed (I) 43:12 negotiate (I) 7:16 New (30) 5: 19,23;7:5; 14:9; 16:5;18:13;21:16; 22: 16;28:8;30:3; 31 :24;32:2,5;36:20; 39: 19,2 1,21 ;40: 19; 46: 18, 18;50: 12;54:7, 8;63:3;68:6,10;69:5; 79:20,23;82: 13 newspaper (2) 54:4,5 newspapers (I) 82:17 (8) left - newspapers INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. PSNYNO. v. 236 RECEIVED NYSCEF: 06/21/2017 PricewaterhouseCoopers next (9) 4:22;5:25;6:2,7; 7:8; II :3;34:9;36: 13; 55:22 nine (5) 58:22;59:4, II; 77: 15;78:6 Nobody (3) 9:20,21 ;65:7 non-abusive (I) 4:13 non-burdensome (2) 4: 13;45:22 noncompliance (I) 74:9 none (I) 45:18 non-existent (I) 18:13 non-overbroad (I) 4:13 nor(l) 74:22 normal (I) 53: 13 Normally (2) 3:2;65:8 note (2) 5:7;59:3 noted (I) 47:13 notice (2) 46:2;80:9 notion (I) 9:11 November (5) . 5: 19;20: 10;38: 16, 21;53:19 Number (28) 5:16,17;10:20; 15:11;31:4;36:17; 37: 12;40: 12;47: 15, 17,19;48:7,8,11,17; 49: 16, 17,20,24;52:3, 4;59:23,26;76:26; 77:26;78:3,6,19 numbers (I) 8:26 0 object (6) 17: 10,12,13;80: I0, 12;82:18 objecting (I) 57: 18 objection (3) 6:6;7:7;57: I0 objections (2) 57: 15,16 obligation (18) 23: 19;30: 19;31:5,7, 12,26;32: I0, 14;33:3; 'Jin-l -~rriJllJl. June 16,2017 35:20;46:3,12,17; 50: II ;56:9;62:3, 13, 16 obligations (5) 3:24;31: 19,20;66:3, 8 observations (I) 76:19 obtain (3) 44:26;46:8;64:26 obtaining (4) 5:25;21 :21 ;23: II; 73:4 obtuse (I) 41:10 obviously (4) 17: 16;20:21 ;68: 18, 19 occurred (2) 12:20;35:2 o'clock (I) 11:9 off (4) 12: 18, 19;36:22; 52:12 offer (5) 61 :21 ,24;62:2,22, 25 offered (I) 61:21 office (5) 28:22;45:5;49:22; 81 :23;84: 16 OFFICER (I) 57:25 officers (I) 54:25 office's (I) 23: 13 oil (II) 9: 17; 13:4, 12,24; 53: 16;54:20;59:8; 66:24;69:8,9;84:7 Oil's (I) 68:26 old-fashioned (I) 4:24 OLESKE (84) 5:8;17:6,11,14; 18:2;21: 12,15;25:7; 26:5,12,25;27:4,14, 18,22;29: I0,13, 19,24; 30: 12,15,20;31 :2,11, 16,21 ;38: 12,15,25; 39:7,13;40:4,8;41: 14; 42:8,23;43:7,25; 45: 15;46:5;47:7,24; 48:7,15,25;56:4,6,13, 25;57: 11,17,24;58:5; 59:3,15,20;68: 16; 69: 15;73:9, 19,25; 74:6;75: 15;76:5,9,21; 77:5,9,10,24;78: 13, 19,24;79:5,9;80: 12, 14,24;81: 17,21 ;82:3, 15;83:2;84:7 One (48) 5:16,23;7:11;10:9; 12:15;14:16,19; 16:15;19:20;23:11; 27:6,20;31 :3,3;34:23; 36:22;38:20;42: 16; 43:5;46: 18;47: 19,25, 26;50:6;52:3;54: 19; 55:8;56: 17;59:3,6,21; 61: I0;63: 13;64:24; 65: 15, 18;66:21 ,21; 67:9;68: 14;70:6;71 :7; 72: 10;74: 15;75:24, 24;78:2;85: 12 ones (5) 51: 13;70:4,6;71 :6; 78:24 ongoing (3) 20: 19;38:9;50: 10 only (7) II :7;28:26;38:21; 47: 14;67:22;69:7; 72:6 open (3) 12:21 ;30:26;45:26 operated (I) 67:6 operations (2) 44:4,5 opportunity (6) 3:25;64:2;80:9; 81 :8;82: 18;83:5 oppose (I) 81:11 opposed (3) 51: 15;77: 12;81: 10 opposing (2) 50:15;64:21 opposite (I) 54:8 opposition (I) 80:6 order (10) 3:6;22:26;38: 19; 40: 13;44:25;62:23; 70:8;77:23;79: 14; 83:14 ordered (9) 18:18,18;45:23; 46: I0;51 :25;52:5,12; 63:8;69: 14 ordering (6) 30: 13;37:22,25; 38:3;69:22;71 :7 orders (4) 3:4,12;4:2,7 organization (3) 58:26;67:7;68: 14 original (16) 18: 19;25:24;32: II, 21 ;44:20,21 ;46: II, 19;49:7;58: 10;59: 14; 62:20;73: II ,24;74:9; 77:21 otherwise (I) 36:23 out (31) 13:4,14,15; 14: 15; 17: 17; 18:21; 19:2; 22:9;25: 13;28: 12; 29:20;30:21 ;31 :25; 32:3,17;35:22,26; 39: 17;42: 15;43: 13; 47:4;48:20;52:22; 53 :22;59:5;63 :3,3; 71: 13;72:23;73: I0; 82:6 outcome (I) 28:15 Outlook (8) 8: I0, 19; 10:5, I0; 13:9;14:11,16;52:18 outnumbered (I) 3:3 outrageous (I) 8:25 outside (3) 29: 14, 15;80: 15 outstanding (I) 33:2 over (14) 6:21 ;9: 17; I0: 18; 13: 12;18: 14; 19:9; 22:3,25;25:6;27: II; 30:21 ;32: 19;44:3; 63:20 overall (I) 70:20 overcome (I) 45:7 overly (I) 9:10 overruled (I) 59:9 overruling (I) 61:8 oversight (I) 63:20 owed (I) 46:9 own (I) 22:22 owned (I) 67:12 ownersbip (2) 67:9;69:2 owns (I) 66:26 P page(l) 6:26 Supreme Court - New York 95 of 101 pages (10) 6:6; I0:5; 14:23; 21 :24;25: I 0;55:26; 62: 13;70:21 ,21 ;79: 15 paid (I) 69:11 paper (2) 4:24;11:3 papers (12) 3:9;8:3;9:13;15:5; 16:20; 18:2;23: I0; 26:26;27:2,3 ;38:26; 44:17 parent (I) 67:7 part (16) 7:8;8: 12;29: 14; 34:18;41:4,15;46:11, 12;48:18;56:13; 58: 14;60: II ;64: 12, 21;65:25;83:11 particular (3) 11:3;80:25;83:19 parties (6) 36:26;45: 10;63:6; 79:25;80: 16;81 :20 partner (3) 6:18;63:19,19 party (3) 33:20;50: 19;76: 18 passed (I) 58:16 passing (I) 3:14 Paul (2) 35:18;63:19 pay (I) 54:10 people (30) 7: 12,23;9:3,25; II: 18, 19; 13:24;26:9; 29:21,23;31 :26; 34: 10,16, 19;36: 15,19; 39:20;48:3,5,8,8,10; 55:15,17;59:10,11; 73:22;78:7,14,17 percent (2) 66:26;67: 12 percipient (I) 41:12 period (5) 18: 14; 19: I 0;36:7; 72: 19;83:20 permitted (I) 6:17 perpetually (I) 36:4 persistent (I) 77:9 person (I) 8: 13 perspective (3) 51 :8;68: 17;70:20 (9) next - perspective INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. PSNYNO. v. 236 RECEIVED NYSCEF: 06/21/2017 PricewaterhouseCoopers Pete (I) 7:20 phase (3) 33:21,22,22 picture (2) 41:18;69:12 piece (I) 11:3 place (I) 69:21 places (I) 27:8 plan (2) 7: 18;63:2 Planning (4) 7: 14;8: 11,20;81 :25 please (I) 29:6 plethora (I) 33:2 point (17) 3:11;18:16;21:25; 27: 14;28: 19;29: 19, 24;36: 10;41: 15;42:9; 56: 14;59:5;60: 16; 66: II ;67:26;69:26; 73:12 pointed (2) 18:5;30:21 pointing (I) 73:10 points (2) 17:7;66:4 policies (2) 39:22;67:23 policy (3) 14: 13;39: 18;67:21 political (I) 53: 13 politically (2) 55:4;84: 18 portion (I) 77: 17 pose (I) 11:16 position (3) 37:20;53: 15;73:6 position's (I) 49:26 positively (I) 56:22 possession (I) 30:9 possibility (I) 18:11 possible (I) 68:20 posl(l) 38:11 posts (I) 38:14 posture (I) 17:23 June 16,2017 potential (4) 41 :7;44:4;45:25; 74:9 Powell (I) 7:21 power (7) II: 16,21 ,22; 12:2,2, 4;23:13 PowerPoint (I) 4:23 powers (5) 36: I 0;37: 16, 16, 17; 72:15 practical (4) 26: 15,21 ;51 :22,22 practices (3) 38:26;40:7;41: 13 precisely (I) 66:12 preclude (I) 28:22 precluded (I) 41:8 precluding (9) 24:12,14,15,16; 29: 17;63:5;65:7; 75:25;76:2 preemptive (I) 81:12 preparation (I) 65:5 prepared (2) 17: 15;75: 10 preparing (I) 51 :26 presence (I) 68:10 present (2) 39:8;40:25 presentation (I) 71 :22 presentations (I) 4:25 president (3) 7: 13;69:8, I0 press (I) 54:5 presumably (I) 39:20 presume (2) 69:18,18 presuming (I) 47:14 presumption (2) 45:5,7 presumptively (I) 83:10 prevent (I) 83:6 preventing (I) 37: 18 previously (14) 10:2,14;29:21 ;41 :4, 8;47: 13;48: I0, 18; 62: 18;70:5, 10;77:25; 78:4,8 price (3) 14:2,14;19:20 prices (3) 14:15,18;54:17 Pricewaterhouse (3) 40: 14;49: 10;84:4 PricewalerhouseCoopers (5) 14:22;21: 10;40: 10, 22;54: 15 PritewalerhouscCoopers' (1) 21:6 Pricewaterhouse's (2) 40: 16;48:25 prior (12) 3:8; 10: 17, 17;19: 13; 23: 14;40: 13;48: I0; 58:24;64:9;67: 14; 68:21;73:4 prioritized (I) 44:11 privilege (5) 35: 15;61 :7,9;65:8; 85:6 privileged (I) 65:3 probative (I) 58: 13 problem (4) 23:3;30:24;31 :3; 64:12 proceed (3) 18:4;43:20;69: 14 proceeding (4) 16:3;51: II, II; 80:19 Proceedings (88) 3: I ,8, 14;4: I ;5:1; 6: I ;7: I ;8: I ;9: I; I0: I; 11:1;12:1;13:1;14:1; 15:1;16:1;17:1;18:1; 19: I ;20: I ;21: I ;22: I; 23:1 ;24: I ;25: I ;26: I; 27: I ;28: I ;29: I ;30: I; 31: I ;32: I ;33: I ;34: I, 22;35: I ;36: I ;37: I; 38: I ;39: I ;40: I ;41: I; 42:1 ;43: I ;44: I ;45: I; 46: I ;47: I ;48: I ;49: I; 50: I ;51: I ;52: I ;53: I; 54: I ;55: I ;56: I ;57: I; 58: I ;59: I ;60: I ;61: I; 62: I ;63: I ;64: I ;65: I; 66: I ;67: I ;68: I ;69: I; 70: I ;71: I ;72: 1,22; 73: I ;74: I ;75: I ;76: I; 77: I,7;78: I ;79: I; 80: I ;81: I ;82: I ;83: I; 84: I ;85:1 process (23) 5:24;6:21,24;8:20; Supreme Court- 96 of 101 New York 20: 12;22:5,25;24: 18, 25;25:9, II ;43: II; 48:26;49:2;57: 18, 19; 61: 11,12;63: 15,20; 72:23;74:14,19 produce (38) 3:24;7: 18, 18; I0:26; 14:13;15:23,25; 16:26; 17:2;20: 15; 24:2;25 :4;29:23;30:8, 14,19;31 :8, 12,22; 32: I0;33:3, 14;34: 18; 35:21 ;37: 14,22,25; 39: I0;46:4;47:5;55:6, 6,6;56:2;62:3,14,19; 78:15 produced (29) 9:6;10:15,18;11:14; 14:9; 16: 16, 18; 19: 15; 22: I0;23:23;24: I 0, 19;25:10;28:10; 30: 18;32: 18;33: 12; 37:9,13;49:20;55:26; 59:25;62: 12;68:2; 70:25 ;79: 14,26;85:2, 18 produces (I) 18:14 producing (6) 11:24;12:12,13; 25:5;38:21 ;59:6 product (I) 19:20 production (35) 3: 19;5:20;6:5, 16; 7:2;20: 15, 19;23: 14, 21,25;26:9;27:21 ; 33: 16;34:21 ;35:8,23; 36: 18;38:4, 18;45:24; 46: 13;52:23;59: 14; 62:17,20;66:11;71:8; 74: 16;77:20;78:5; 79: 15, 17, 19,25;84:26 productions (I) 68:8 productive (I) 61 :13 professional (I) 81:21 progress (I) 28:25 project (6) 14: 17;52:8;56:20; 72:6,18,18 projecting (I) 54:17 projects (2) 14:6;52:2 proper (2) 57: I 0;66: 17 properly (5) 23: 19;28:16;51: 18; 58:20;60:22 proportional (2) 53:9;66: 17 proportionality (4) 45:13,16;55:11; 83:18 propose (2) 51 :22;76:7 propound (12) 12:4;24:5,22;31: 17; 45:21 ;55: 16;58: 18; 59: 12, 12;72: 15;76:4; 77:16 propounded (2) 32:22;69: 19 propounding (3) 24: 14;26:8;73:3 prosecute (I) 20:26 prospective (I) 80:21 protect (2) 81:12,15 protections (I) 79:23 protective (2) 3:5;79: 14 protocol (I) 81 :8 proves (I) 27:22 provided (I) 63:16 proxy (21) 7:25;8:4,6,14; I0:5; 12:26; 13:5,9, I0, 19, 21; 14:7,25;20:2;21 :8; 27: 19;28:5;29:8; 34: I0;54: 16,20 public (10) 21 :7;22: 18, 18;27:7, 9;74:25;75:6,6;80: 19; 83:3 publicized (I) 80:2 publicly (I) 79:26 publishes (I) 83:3 pu rported (2) 39: 14;85:5 purpose (I) 6:20 purposes (10) 8:8;13:11;19:21; 22:22;38: 19;60: I 0; 69:5;76:23;80: 17; 84:5 pursuant (2) 59: 14;68:3 pursue (I) 61:15 pursued (2) 72:6,19 (10) Pete - pursued INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. PSNYNO. v. 236 RECEIVED NYSCEF: 06/21/2017 PricewaterhouseCoopers push (2) 22:14;49:\9 pushing (4) 9: 18, 19;60:3,4 put(4) 9: 15;36:22;80:22; 85:19 puts (1) 54:23 Putting (3) 19:4;25:23;70:22 PWC (5) 40: 17;48: \9,24; 60: II ;70:24 PWC's (1) 7\:17 Q quash (II) 3:5;4: 17;34:6, \3; 57: \9;58:6;71 :24; 75: \7;76:2,\2;77: \7 quashed (3) 58:4;72:2\ ;79:6 quashing (3) 58:9;59:24;60:4 question-by-question 65:\1 quite(l) 55:3 R raised (I) 17:\6 raises (1) 6\:6 ran (I) 51:13 range (2) 2\ :4;70:24 rate (I) \I :8 rational (1) 53:9 rationality (I) 45:\3 reached (3) 4:3,8;9:9 read (6) 3 :8;27:2,2;54:3,5; 77:8 real (I) \9:7 really (8) 8: \8;9:20; 14:7; .19:4;42: \3;47:2\; 50:5;78:25 reason (6) 2\ :26;22:2;28:4; 43: \7;44:6;8\ :26 reasonable (17) (1) June 16,2017 4:9;11:\7;24:\5; 34:4;38:\0;53:\0,\1; 55: \2,20;58: \9;62:2, 26;66: \5;72: \5; 75: \3;76:7;77:22 reasonableness (1) 62:25 reasonably (3) 57:8;59:17,17 receiving (2) \6:5;24:26 recent (1) 44:20 recess (2) 34:25,26 recited (1) 79:2 reconciled (I) 16:19 reconsider (1) 7\:6 record (10) \2: 18, \9,25; 18:3; \9:2\ ;83:26;84: 12, \3, \9;85:24 records (I) 18:25 recourse (I) 73:8 recover (I) 41:22 redid (I) 66:11 redo (4) 19:11;20:\8;33:16; 52:22 redoing (1) 35:22 refer (1) 14:20 reference (I) 79:24 referenced (1) 84:8 referred (2) 41 :25;84: \7 referring (2) 25:21 ;35: \8 refers (I) 13:\9 renected (2) 37:\\;77:6 reframe (1) 77:5 refused (16) 20: \8,\9,20;27:24; 30: \2,22;31 :5;44:9, \4;48:2,4;49: \8,23; 57:21,24;70:26 refusing (I) 50:\5 regulator (I) 70:\\ rejected (2) 6\ :23;62:22 relate (1) 58:23 relating (2) 20:22;47: \9 released (2) 79:26;82: 17 relevance (1) 41:5 relevant (12) 20:2\ ;25: 16, 19; 41 :23;42: 17;45:26; 50:26;62: 17;65:3; 72: 16;74:3, \\ relitigate (I) 30:2 remaining (I) 78:24 remedy (1) 74:8 renewed (1) 46:8 report (2) 22:2\ ;83:4 reporter (I) 84:\1 reports (1) 39:19 represent (2) 56:9;74:24 representation (I) 35:21 representations (13) \9: 16;20: \0;21:7; 22:5,17;27:7;39:2,25, 26;40:25;4\ :7;50: \0; 68:21 represented (3) 22: 18;49:3;75:2 represents (I) 82:26 reproduction (I) 7\:7 request (28) 4:10,16,17;\\:2\; 23: 16;32:22;35:9; 40: \2;44:6;47: \5, \7, 19;48:7,\6;49: \8,22, 24;56: \9;58:20;. 59:22,23,26;60:6; 68:3;7\ :2\ ;76:26; 77:26;78: \9 requested (5) 7:7; 10:2;34: 19; 63:\4;68:\0 requesting (4) 7:5,6; \1: \2;24:25 requests (51) 1\:\\;\7:20;\9:24; 23:9,22;26: 17;28:2, 24;30:4,23;31 :3, \8, 2\ ,24;32:2,5;38:2,4; Supreme Court - New York 97 of 101 40:12;4\: \6,2\,2\; 42: 17;43:20;44:9, \6, \8,20;45: 17;46:8, \5, \8;47:25;50:5,8, \\; 56: \7,26;57:2, 18; 58:8,9,24;70:2,22; 72:2;73: 12;75:4; 76:\\,\3;79:6 require (1) 37:5 required (7) 4:6;6: 17;26: \6; 39: 10;43:22;74:22; 80: 16 requirements (I) 58:11 requires (I) 67:6 reserve (3) 48:9;72:7;78:7 reserves (1) 48:3 reside (I) 37:10 resident (I) 66:23 resist (2) 23:7;74:22 resisting (I) 59:6 resolution (2) 33:23;75:22 resolutions (I) 34:4 resolved (2) 25:25;36:5 resources (1) 47:12 respect (23) 3:7, I0;4:6, \\ ;6: \9; 8: 15; \8: \8;24: 13; 30:25;34: \ 0;35:7; 43:8;44:23;50:20; 5\:10;53:\\;54:16, 18;61 :6,20;82:5,2\; 83:8 respectfully (2) 42:20;76: \2 respective (1) 64:5 respond (7) 22: \5;28: 12;29: \2; 33:2;56:6;57:6,7 responded (1) 80:\9 responding (2) \2: 12;75:4 response (5) 23:5;47:3;60:22; 62:20;78:6 responses (3) \\: \2;37:26;7\ :20 responsibility (I) 64:\9 responsible (1) 28:13 responsive (15) 23 :22,26;30: I 0; 31 :8,26;32: II ;35:20; 37:23;40:13,21; 49:26;56: \7;78:20, 21 ;84:26 restrict (3) 2\ :21 ;49: \5;71 :20 result (2) 79: 17;85: \8 re-update (I) 36:\7 reveal (1) 24:22 review (3) 10:6; 16:22;35: 15 reviewed (I) 3: \3 reviewing (1) 85: \7 revised (2) 10:20,21 rewritings (I) 23:6 right (21) 8: 13; 16:20; 17:4; \8:4,5,6,8;25: \7; 28:14;29:\8;3\:11; 34 :23;45: 7;54: 5;57: 3; 59: 1\ ;61 :3;72:26; 73:25;74:8;76:7 rigorous (2) 22: \9;28:7 ripe(l) 77: \3 risk (1) 23:2 road (I) 42:\4 Robert (I) 7:\9 role (I) 8:\4 roll (I) 84:25 rolling (2) 62:4, \3 round (2) 19:\5;25:5 routes (1) 70:\3 rule (8) 53:3;57: \5;60:25; 72:24;75: \ 0,24; 8\:\5;83:\9 ruled (16) 4\ :4;42: \9;46:6; 48:18;56:23;72: 12, \4;73: \4;75:9;77: \4, \5,\7,19;79:3,7,8 (II) push - ruled INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 PSNYv. RECEIVED NYSCEF: 06/21/2017 PricewaterhouseCoopers June 16,2017 I rules (3) 53:4;82:23,25 ruling (8) 56:5,15;64: 16; 75: 16;76:6;77:5, 12; 79:16 rulings (4) 76: 17,24;77:6,9 run (2) 38: 17;5 1:5 running (I) 11:19 77:21 searched (2) 25:2;32: 17 searches (I) 66:9 searching (I) 55: 13 SEC (4) 49:20;59:26;70:6; 71:8 second (4) 12: 15;27:26;31: 13; 39:19 secret (5) S 53:21 ;80:26;81 :4,6; salary (I) 82:2 secrete (I) 69: \I same (9) 53:20 6:26; 14:3;20:9; secrets (6) 39:20;40: 19;43: 16; 80:20;81: I 0, 13,23; 49:2;82:23,25 82:9,26 sanction (I) secundate (I) 57:9 59:7 satisfaction (I) secure (2) 47:2 46:25,26 satisfactory (I) securing (I) 4:5 61:14 satisfied (4) seek (5) 3: 16;4:9;72:4; 63:24;65:20,25; 74:14 80:10;83:5 satisfy (3) seeking (5) 16:8;22:26;24: 10 58:23;64: 15,21; save (I) 65:2;80:4 seem (2) 37:2 saying (10) 8:3;36:21 13:22;22: 10;24:24; seemed (I) 33:6;52: 14, 16;53:5; 71:21 56:16;71:11;85:14 seems (II) schedule (I) 4:8,12;9:23; I0: 13; 16:7 18:7;24:5;38: I0; scheduled (6) 41: 10;51 :23;68: 18; 7: 15,20,20,21 ;9:4; 82:13 16:7 sell (I) science (4) 13: 15 senior (I) 53:20,21,25,25 scientific (2) 63:19 53:23,24 sense (2) scope (4) II :23;71: 18 23: 14;37:3;72: 13, sensitive (5) 22 79:18;80:11;82:10. seal (3) 14;83:2 80:22;81 :5,8 sent (I) sealed (I) 70:14 80:26 separate (2) sealing (I) 67: II ;68: 14 80:10 serious (I) search (26) 54:9 3 :20,21; I 0: 16,21 ; served (3) 19:26;20:6;24:3;25:3; 7:5;9:8;78: 14 27:20,23,24;28:6,21 ; session (I) 30:2;31 :9;33:9;35: 14; 75:23 37:24;40: 15;43:24; set (3) 55:13,15;73:5,11,17; 10:8;50:3;71 :7 sets (4) 8:5; 15:7;71 :26; 72:2 seven (6) 27:7;34:5;65: 19; 67: 13;69:7;70:25 several (2) 55:25;58:23 sham (4) 8:25;9: II; 15:7; 54:24 share (I) 51:16 shareholders (2) 20: 13;22:23 shares (I) 67:12 Sheth (3) 84: 14, 14,22 short (2) 12:9,23 shorter (I) 36:6 show (12) 3:4; 14: 19;26: 17; 28:7;38:25,26;43 :20; 53:17;58:11;64:25; 65:2,4 showing (8) 24:9;26:7;40: 16; 41 :23;50: 14;60: 19; 66:6;74:21 showings (I) 43:22 shown (7) 23: 10;26:23;41 :6; 58: 13;65:2,4,6 shows (4) 14:11.24;27:26; 53:25 side (2) 8:20;84:2 sideshow (I) 45:6 signed (I) 63:20 simple (2) 23:17;47:3 simplest (2) 27:4;49: 18 simply (5) 21 :22;47:8;51 :3; 64:8;80:20 sitting (I) 49:22 situation (I) 35: 17 six (12) 27:6;33:7,17;34:5; 38:24;48: 16;49:24; 50:7;53:7;79:2,6, II sleuthing (I) 37:6 slides (2) 5:11;84:3 slow (I) 84:25 solution (I) 51:23 solved (2) 30:24;31 :2 somebody (I) 66:5 somehow (I) 28:6 someone (2) 8:5;35: 19 somewhat (2) 4:23;62:8 somewhere (I) 71:2 sorry (4) 12:7;27: 18;43: 15; 59:7 sorts (I) 14:12 sought (2) 65:3;66:21 sounds (I) 75: 13 sources (I) 13:25 speak (2) 8:18;17:15 speaking (I) 17:22 special (I) 64:20 specific (12) 14:5,6; 19: 14;22:26; 28:23;45: 17;54: 19; 57: 19;59:21 ;72:3; 75: 10;76: 17 specifically (4) 17:7,19;23:8;50:11 specifics (I) 51: 13 spend (6) 9: 13;33:8;37: 19; 47:4;53:6;55:21 spending (1) 63:3 spent (2) 36:8;76: 16 spoliation (I) 74:9 spread (I) 44:2 spreadsheets (I) 51:26 square (I) 36:22 Stabilization (I) 14:10 staff(l) 4:21 Supreme Court - New York 98 of 101 stage (8) 5:26;6:2,7;7:9; 34:9;42: 11;51 :9; 71:12 staged (I) 44: \I stakes (I) 17:18 stand (I) 54:25 standard (7) 18: 13;26: 16;41 :20; 47: I0;58: 13;64:20; 67:5 standards (4) 43: 19;46:21,23; 58:20 start (10) 3:16;4:15;5:5; 11:19;13:13,16;25:5; 36: 15;40: 18;42:4 started (4) 49:5;52: 14;53: 19; 62:12 starting (I) 63:12 starts (I) 19:8 state (6) 12:25; 15:6; 16:9, 13; 85:24,26 stated (2) 5:20,23 statements (2) 20: 12;54:24 statutory (4) 11:16,21;36:10; 37:16 stay (I) 34:23 step (I) 41:19 steps (I) 71:10 slill (4) 18:24;21:10;25:11; 43:16 stock (4) 67:2;69:2,6,6 stood (2) 6:11;23:18 stop (4) 37:21 ;52:20,21; 53:24 stopping (I) 41 :20 straight (I) 49:14 stranded (2) 54:3,6 Strategic (I) 7:14 strikes (I) (12) rules - strikes INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. PSNYNO. v. 236 RECEIVED NYSCEF: 06/21/2017 PricewaterhouseCoopers 56:12 stuck (I) 33:25 stuff (5) 20:2;32:23;41: 16; 60:12;81:5 stumbling (1) 18:7 Subject (II) 9:22; I0: 12; 12: 13; 32:2;39:20;40: 19; 41 :6;46: I 0;60: 15; 73:17;74:10 subjects (3) 64:5;83:22,24 submission (3) 63:23,25;80:7 submit (1) 19:2 submitted (1) 16:19 subpart (I) 75:25 subpoena (54) 7:5;9:8; 17:23; 18: 19; 19:6;20: II ,26; 21 :3,23;25:24;27:6; 28:20;30:3, I0;31 :6, 13,23;32: II ;33:3; 38: 15, 17;40: 14,22; 41 :5, 17;44:20,21; 46:7,11,20;47:16; 48:19;49:7,11;50:2; 51:11;57:18;58:10, 14;59: 14;62:20; 65: 17,21 ;66:8;71 :3, 16;72:9;73:4,12,13, 24;74: I0;77:21 ;84:25 subpoenas (6) 18:25;21:16,17; 30:4;33:11;34:13 subpoena's (I) 20:14 subsequent (2) 21 :3;33:22 subsequently (I) 55:14 subset (1) 49:8 subsidiary (I) 67:6 substantial (I) 47:11 substantiate (3) 28: 17;44: 15;47:20 substantive (4) 6:4;7:9, I0;66:22 sued (I) 85:9 suggest (2) 8:5;76:11 suggested (3) 19: 12;34:3;56:23 June 16,2017 suggesting (2) 32:24;51 :25 suggestion (1) 55:7 suite (1) 25:19 supervised (1) 26:9 supplement (2) 11:11;20:19 supplemented (I) 55:14 supply (2) 13:26; 14:20 support (1) 18:9 suppose (I) 16:20 supposed (4) 6: 12, 12, 13;52:21 suppress (2) 13:23,25 sure (7) 17: 18;30:5;42:6; 52: 12;55:3;83:26; 84:11 Surely (I) 38:8 surprised (1) 73:19 sustain (1) 26:17 sympatbetic (I) 61:16 system (3) 22: 19;25: 13;75:3 ten (2) 3:22;6:25 terms (31) 3:20,21 ;9: 16; I0: 16, 21; 14:26; 17: 19;20:2, 7;24:3 ;25 :3;27:20,24, 25;28:6,21 ;30:2;31 :9; 34:7,15;37:24;55: 13; 60:26;61: 18;71: 18; 73:5,11,17,24;74:23; 77:21 terrible (2) 15:21,22 test (2) 64:2;85: 15 testified (3) 24:20;64: 10;68:23 testify (5) 7: 18; 15:25,26; 37:26;64:4 testimony (15) 16:23; 18:23;26:8; 28:3,15;34:20;43: I 0, 15,16;50:23;59:3,7; 70: 17;71: 14;82:26 Texas (2) 83: 12;85: 10 theoretically (1) 70:16 theories (1) 54:11 theory (8) 54:2,3,6,7,8,8,12; 55:22 thereafter (I) 7:4 therefore (I) T 67:3 third (2) tailored (I) 54: 12;80: 16 11:11 Thirty (I) talk (7) 67:12 8:3,13;22:9;44: I 0; though (4) 45:6,9;69:24 19:26;20:21 ;44: 16; talked (4) 60:6 6:22;25:22;32: 17; thought (7) 71 :19 12:8;31: II ;34:8; talking (13) 51:21;78:11;82:15; 6:26;27: II ;35: 15; 85:15 47: 14;48: 15;57: 12; thousand (I) 58:8,16;59:24;71: 14; 43:5 74:14,19;82:3 thousands (1) talks (1) 35:16 13:9 three (16) target (I) 6:5;20: 17;25: I0; 21:22 27:6;33:7;48:7,8, II; targeted (5) 50:6;51 :6;52: 19; II :25;28:24;31 :6; 55:22;56: 17;70:6; 50: II ;72:3 78:3.19 techniques (I) throughout (2) 26:19 38: 17;39:2 technology (I) thwarted (I) 14:13 68: 18 tied (2) 41:6;56:26 times (5) 33:26;34:3,5;41 :25; 52:23 tiny (3) 37:12,12,13 Toal (23) 23:18,19;30:8; 35: 18;63:9, 12;64:7, 12,16,24;65: 13,23; 66:20;71 :25;77:4; 79: 13;80:5;81: 14; 82:6,7,19,24;83:7 today (7) 3:3;33:20;38:6,19; 43:6;74:5;79:8 today's (1) 3:16 togetber (3) 8:21;9:15;14:7 told (8) 8: 12;21: 12;40:6,21; 48: 19;49: 10;52:5; 71 :2 took (1) 25:11 topic (I) 63:14 topics (I) 63:22 Toronto (I) 69:6 total (I) 47:2 totally (3) 17:26;53:25;54: II track (2) 22:20;75:6 trade (10) 80:20,25;81 :4,6,9, 12,22,26;82:9,26 transaction (1) 15:7 transactions (1) 9:11 transcript (3) 3:13;77:7,8 treated (I) 79:24 Trelenberg (I) 7:20 trial (3) 16:3,21;33:23 tried (5) 6:24;30:21 ;45: 19; 53:10;77:5 true (3) 16:9,13;64:7 trust (I) 81 :3 try (4) 12:22;35:6;51 :22; Supreme Court - New York 99 of 101 53: II trying (14) 23: 17;30:2;33: 19, 24;42:23;50:7,21 ; 52: 14;56: II ;62:7; 70:3;71 :9;72:9;79: 15 turn (2) 25:14;65:14 turning (I) 9:7 turns (I) 29:20 two (35) 8:2,5,21,26;9: 19; 13:7;15:7;16:18; 20: 16;24:9;25:5; 26: 14;27:6,22,23; 31 :4;32:7;39: 16, 19; 43:9;47: 15, 17;50:6; 51 :6;52:4;56: 17;64:9; 69:7;73: 19;76: I 5, 16, 26;77:26;81: 18;83: 17 type (2) 9:21 ;51:22 types (2) 13:25;66:3 U ultimately (3) 14:2,13;54:17 unable (I) 16:8 unacceptable (I) 55:5 under (5) 19:6;30:3;55:20; 58:21 ;79:23 underlying (I) 52:2 understandable (I) 51:15 understood (6) 6:2; 13: 13;76:5,9; 77:24;82:3 undertaken (I) 59:13 undertaking (2) 30:26;77:20 undertook (I) 24:11 unfairness (I) 39:14 unfortunately (2) 19:19;46:13 unhappy (I) 15:21 unified (I) 44:5 uniform (I) 22:19 units (I) 22:6 (13) stuck - units INDEX NO. 451962/2016 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. NO. 236 PSNYv. RECEIVED NYSCEF: 06/21/2017 PricewaterhouseCoopers unless (I) 80: 16 unlimited (I) 47:12 unnecessary (2) 8:24;9:10 unprecedented (I) 85:9 unqualified (I) 20:12 unreasonable (3) 9:23; 12:6;72:20 unresolved (I) 59:5 unsatisfied (I) 18:20 unsupervised (I) 29:16 up (20) 6:11;10:8;14:18; 20: 15;23:5,12,19; 28:23;32:23;33: 12; 39:8,25;40: 17;54:25; 55:5;56:26;62:24; 72:9;83:9;84:8 upcoming (I) 82:22 update (15) 35:9,24;36: 17;38:3, 6;40:26;45:23;47: 18; 52: 15;55: 15;59: 13; 61 :21 ;62: 19;77:20; 79:16 updated (5) 38: 18;45: 17;46:7,9; 77:2 updating (7) 35:7;52: 17, 19,25; 53:4;78:2,5 use (3) 4:22; 13:24;26:20 used (II) 5:2;8:7,15; 13:7; 14: 17; 19:20;25:4; 27:20;54: 17;77:22; 82:11 uses (I) 13:10 using (2) 19:26;24:3 usually (2) 6:23;33: II utilized (I) 73:17 utterly (2) 41 :24;58: 12 V value (2) 41 :3;58: 14 verify (2) 24:8;55: 18 June 16,2017 version (I) 16:24 veteran (I) 63:17 vice (I) 7:13 view (7) 4:11;18:11;56:10, II ;61: I 0;67:2;72:26 vigorously (I) 75:7 violate (I) 22:17 virtually (2) 47: 12;72:5 virtue (I) 68:26 vital (2) 39:4;44:22 voluntarily (I) 62:19 WELLS (56) 4: 19,20,21,26;5: II, 15,19;10:3,24;11:5,7, 15; 12:8,15,22; 13:6, 16; 14:5; 15: 13,18; 16: I0; 17:5,1 0,12,16; 19: 18;22: 14;25: 19, 22;28:8,18;32:7,9,13, 15;33:5;34:7;35:3,5; 36: 12;38:5,18;51 :20, 21 ;52: I0;55:8;60:24; 61 :4,20,23;62:6,22; 63:2,9;83:25;84: 17 Wells' (I) 77:19 Well's (I) 56:10 weren't (4) 23:23;68:11,12; 71:15 what's (4) 14: 14; 17: 19;36: 14; W 76:21 whole (4) wait (2) 6: 19;25: 19;32:21, 28:26;51 :6 26 waited (2) who's (2) 8:17,22 16:20,20 waiting (I) whose (2) 70:16 16:24;25:2 walk (2) wide (I) 23: 10;54:23 44:24 wants (6) widely (I) 4: 18;5:23;35:26; 67:13 38: 19;65: 16;80:25 willing (2) warp (I) 68:11,12 33:25 wish (3) waste (I) II :7;58: 19;59: 12 29:25 witch (2) wasted (I) 53:13;84:18 64:10 withheld (2) wasting (2) 44: 19;85:4 30:5,7 withhold (I) way (21) 85:5 5:3;12:9;19:11; within (3) 22:9;27: II ;28:7; 3:22;23: 13;51: 17 42:21,21,24,25;43:21 ; without (6) 45:7;46:21,23;51 :5,9; 25: 12;31: 12;70: 18; 55: 10;66:7,12;67: 17; 80:8,8,9 71:12 witness (II) ways (I) 18:22,25;42:25,26; 22:16 43:3;45:4;63: I0;66:4, week (5) 20;83: 19;85:20 II :3;25: 18;32: 18, witnesses (47) 20;83: 17 6:4;7:9,9,11; II :24; weekly (2) 12: 12; 15:24; 16:6,21; 32:25;39: II 17:3; 18:6;24:4,20,21; weeks (I) 27: I 0;28:26;37: 10, 83: 17 25;41:11,12,18;42:3, weighing (I) 14,15,16;43:2,3,9; 17:25 47:9;51 :7;59:4,6; Weiss (2) 60: 14;63: 15;64:4,8,9; 35:18;63:19 65:20;66:21,22;70:9, 15,17;71:14;83:11,17, 21 words (I) 27:19 work (4) 17:17;33:11;35:17; 72:23 worked (I) 78:7 working (I) 71:17 works (2) 25: 17;35: 16 world (6) 28:8;44:3;53: 16; 56:10,11;71:23 worth (3) 18:23;27:25;32:23 write-down (I) 20:23 wrong (9) 8:26; 15:8; 16: 14,20; 20: 17;51 :23;53: 18; 72:26;78: II wrongfully (I) 74:3 wrongly (I) 15:6 Y yards (I) 43:5 year (14) 9: 19;21 :3;27: 12,25; 32:21,26;33:8;35:24; 47:4;49:5;52: 18; 63: 16;72: 19;74: 17 years (15) 9: 15,18,19; 13: 12; 18:23;33:7;52:2,8,19, 20;55:22;56:21 ;60:2; 61: 17;72:5 year's (I) 32:23 York (10) 5:20,23; 14:9; 16:5; 68:6,10;69:6;79:20, 23;82: 13 Z zealously (I) 56:9 Supreme Court - New York 100 of 101 1 I (I) 5:17 10-K (2) 68:26;84:7 10th (I) 6:14 12 (8) 9: 15, 17;29:5;51 :26; 52:8;56:21 ;72:5,19 130 (I) 43:24 134 (2) 55:15;73:18 14 (I) 11:18 142 (2) 33:9;35: 10 15 (I) 34:3 16 (9) 3: 18; I0: 19;24:25; 25:9;29:5;34:20; 35:23;37:20;38:9 17 (2) 33:26;40:5 18 (I) 37:19 19 (I) 7:20 2 2 (2) 15:10,11 2.8 (I) 79:14 20(1) 63:16 2015 (6) 20: 10;38: 16,21; 53: 19;55: 19;62: 12 2016 (22) 5: 19;20: 13,20; 30:11;38:10,12,13,17, 22;39:3,3,6;40:5,9,17, 18;55:16;61:21; 62:21 ;77:3,21 ;78:2 2017(4) 30: II ;38:8;39:22; 61:25 21 (I) 5:19 22 (I) 34:8 22nd (9) 3: 13;4:2,3,7,8;5:6, 23;9:9;30:26 25 (I) 7:21 27 (7) 7: 15,17,19; 10:25; 11:2;23:18;34:11 28 (I) 7:22 3 31 (I) 6:25 (14) unless - 31 FILED: NEW YORK COUNTY CLERK 06/21/2017 02:24 PM NYSCEF DOC. PSNYNO. v. 236 INDEX NO. 451962/2016 RECEIVED NYSCEF: 06/21/2017 June t6, 2017 PricewaterhouseCoopers 31st (2) 3:23;6: 13 4 4:00 (I) II :9 6 69 (I) 66:26 8 8th (2). 7:5;9:8 , Supreme Court - New York 101 of 101 (15) 31st - 8th