This document is the Hearing Officer's Recommended Prehearing Conference Order from a prehearing conference held on November 4, 2015 in preparation for an evidentiary hearing regarding Hawaiian Electric Company, Inc., Hawaii Electric Light Company, Inc., Maui Electric Company, Limited, and NextEra Energy, Inc.'s application for approval of a proposed change of control. The order addresses procedural matters for the evidentiary hearing such as clarifying previous commission orders, making recommendations regarding the treatment of confidential information, and suggesting the order of witness examination and cross-examination.

1. BEFORE THE PUBLIC UTILITIES COMMISSION
OF THE STATE OF HAWAII
In the Matter of the Application of
HAWAIIAN ELECTRIC COMPANY, INC.
HAWAII ELECTRIC LIGHT COMPANY,
INC., MAUI ELECTRIC COMPANY,
LIMITED, and NEXTERA ENERGY, INC.
For Approval of the Proposed Change
Of Control and Related Matters.
DOCKET NO. 2015-0022
HEARING OFFICER'S RECOMMENDED PREHEARING CONFERENCE ORDER
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2. BEFORE THE PUBLIC UTILITIES COMMISSION
OF THE STATE OF HAWAII
In the Matter of the Application of
HAWAIIAN ELECTRIC COMPANY, INC.
HAWAII ELECTRIC LIGHT COMPANY,
INC., MAUI ELECTRIC COMPANY,
LIMITED, and NEXTERA ENERGY, INC.
For Approval of the Proposed Change
Of Control and Related Matters.
Docket No. 2015-0022
HEARING OFFICER'S RECOMMENDED PREHEARING CONFERENCE ORDER
The undersigned hearing officer issues this
Recommended Prehearing Conference Order as a result of the
prehearing conference held on November 4, 2015, in preparation
for the evidentiary hearing scheduled to commence on
November 3 0, 2015.
The underlying purpose of the prehearing conference
was to address the remaining matters set forth in Paragraph No. 19
of Order No. 33287, Addressing Certain Evidentiary Hearing Issues
and Changing Location for Prehearing Conference, filed on
October 27, 2015 ("Order No. 33287"), as amended by
Order No. 33296, Addressing the Four Procedural Motions Filed on
October 20, 2015, filed on October 30, 2015 ("Order No. 33296").

3. Paragraph No. 19, as amended, states:
19. The following issues shall be addressed
at the prehearing conference, and will be the
subject of a further prehearing conference order:
a. Any remaining issues pertaining to the
conduct of the hearing;
•[b. DELETED]
c. Procedural matters including, but not
limited to, layout of the hearing
room and treatment of confidential
matters; and
d. Any other issues properly raised by
the Parties.
See Order No. 33296, at 23-24.
, The parties may file with the commission,
by November 10, 2015, 4:30 p.m., Hawaii Standard Time,
written exceptions to this Recommended Prehearing Conference
Order. The commission will review any timely filed written
exceptions and issue its Prehearing Conference Order.
I.
Overall Matters
1. The attached certificate of service lists the
hearing officer's understanding of the remaining parties in the
subject proceeding, as of the date and time of this Recommended
Prehearing Conference Order.
2015-0022

4. 2. Any party that objects to a commission Order,
including Order No. 33287, filed on October 27, 2015, was required
to file a timely motion to reconsider with the commission,
or otherwise is required to timely file such motion with
the commission.
3. As a result, the hearing officer will not reconsider
any of the orders issued thus far by the commission, including
Order No. 33287, Instead, to the extent practical, the hearing
officer chooses to clarify and/or supplement Order No. 33287, as
amended by Order No. 3 32 96. Such action, in turn, is consistent
with Paragraph No. 19 of Order No. 33287, as amended by Order No.
33296.
4. paragraph No. 19, subsection c, refers to the layout
of the hearing room. The hearing officer recommends that
commission staff arrange a date and time for the parties to conduct
a site visit of the Blaisdell Center Hawaii Suites, and notify
the parties accordingly. Also, for commission staff to be present
at said site visit to further explain and answer questions about
the layout of the hearing room and other logistical matters,
including: (A) the availability of WiFi access and electrical
outlets for the parties; (B) parking at the Blaisdell Center;
and (C) security at the Blaisdell Center Hawaii Suites.
2015-0022

5. II.
Clarifying Order No. 33287, as Amended
The hearing officer recommends that the commission,
on its own motion, clarify Order No. 33287 in the following manner:
1. Paragraph No. 17, subsection a, refers to the filing
of "corrections or additions" to pre-filed testimonies. The phrase
"corrections or additions," in turn, refers to non-substantive
corrections or additions to pre-filed testimonies.
2. Paragraph No. 17, subsection e, refers to
commencing the evidentiary hearing with the calling of Applicants'
first witness. Applicants' witnesses, in turn, shall be called in
the sequential order of their pre-filed testimony, such that
the first witness .called shall be Mr. Alan M. Oshima
{Applicants' Exhibit-1), followed by Mr. Eric S. Gleason
(Applicants' Exhibit-7), and so forth. Consistent with
said approach, each of Applicants' witnesses wi-ll be
called once, even though said witness has more than one set of
pre-filed testimonies.
3. Paragraph No. 17, subsection f, states that:
(A) each witness shall be cross-examined separately;
and (B) friendly, repetitive, or cumulative cross-examination
shall not be allowed. That said, re-direct and re-cross examination
shall be subject to the presiding officer's discretion.
2015-0022

6. 4. Paragraph 17, subsection g, states that
cross-examination • shall be permitted of Applicants' witnesses
by the Interveners. The order of the Interveners'
cross-examination of Applicants' witnesses, in turn, will be
subj ect to any agreement reached amongst the Interveners, if any.
To the extent that an agreement is not reached by the
Interveners in this regard, the hearing officer's suggested order
of the Interveners' cross-examination of Applicants' witness is
set forth below (see Paragraph No. 7, below.)
5. Paragraph No. 17, subsection g, states that
"Interveners may net cross examine each other's witnesses."
Said statement is clarified to also refer to the
Consumer Advocate's witnesses, such that that statement
will now read as follows: "Interveners may not cross examine
each other's witnesses or the Consumer Advocate's witnesses."
This result is consistent with the commission's statements that:
(A) cross-examination shall be permitted of the
Consumer Advocate's and Interveners' witnesses by Applicants
(Paragraph No. 17, subsection g); and (B) cross-examination of the
Consumer Advpcate's witnesses will begin with the commission,
followed by Applicants (Paragraph No. 17, subsection i).
6. Paragraph No. 17, subsection g, refers to
Applicants' cress-examination of the Consumer Advocate's
2015-0022 5

7. witnesses. The Consumer Advocate's witnesses, in turn, shall be
called in the sequential order of their pre-filed testimony.
7. Paragraph No. 17, subsection g, refers to
Applicants' cross-examination of the Interveners' witnesses.
The presentation of each party-intervener's witness, in turn,
will be subject to any agreement reached amongst the Interveners,
if any.
To the extent that an agreement is not reached by the
Interveners in this regard, the hearing officer's suggested
classification and order are as follows:
A. State government entities, other than the
Consumer Advocate.
B. County government entities.
C. Federal government.
D. Public utilities, other than Hawaiian Electric
Company, Inc., Hawaii Electric Light Company, Inc.,
and Maui Electric Company, Limited.
E.. Public interest, community, and other
non-profit organizations.
F. Any remaining interveners.
The hearing officer's suggested classification and order
of cress-examination are: (1) based on his review of the parties'
respective lists of witnesses they do net intend to cross-examine,
filed by November 2, 2015 and (2) designed to promote the orderly
2015-0022 6

8. and efficient disposition of the subject proceeding, by providing
the interveners that seek to have their witness(es) called
"out of turn," with the opportunity to sufficiently plan to have
their witness(es) available for cross-examination.
In addition, the underlying issue for the commission's
adjudication is whether the proposed transaction is in the
public interest (Issue No. 1). Thus, the hearing officer's
suggested classification and order of cross-examination
are structured in such a manner as to hear first from
the interveners that appear to represent the overall
public interest (State government entities, County government
entities, federal government, "public" utilities, public interest
organizations), followed by the interveners with a
narrower interest.
8. Paragraph No. 17, subsection i, refers to
time intervals for the cross-examination of Applicants' witnesses
by the Interveners, specifically, a maximum of fifteen (15) minutes
followed by successive ten (10) minute periods until
cross-examination is completed or the commission determines that
further cross-examination is not required, or would be cumulative
or repetitious.
A. The references • to 15 minutes and 10 minutes,
respectively, refer to the time intervals each intervener will
have to cress-examine Applicants' witnesses. In ether words,
2015-0022 7

9. said references do not impose any time limits each
intervener will have to cross-examine Applicants' witnesses.
Instead, consistent with' Paragraph No. 17, subsection i,
cross-examination of Applicants' witnesses by the Interveners will
continue until completed or the commission otherwise determines
that further cross-examination is not required, or would be
cumulative or repetitious.
B. The references to 15 minutes and 10 minutes,
respectively, are subject to the presiding officer's discretion.
In ether words, given the "flow" of an intervener's
cross-examination of a particular witness, said cross-examination
may continue past the applicable time interval, subj ect to the
presiding officer's discretion, so as to net interrupt the "flow"
of an intervener's cross-examination of a particular witness.
III.
Other Recommendations
The hearing officer makes the following
additional recommendations:
9. Paragraph 17, subsection b, refers to pre-filed
responses to information requests. The hearing officer recommends
that: (A) the commission set a deadline date for the parties to
identify in writing the sponsoring witness for each party's
response to information request, to the extent that such
2015-0022 8

10. information has not already been filed with the commission;
and (B) the sponsoring witnesses (with the exception of counsel
who assisted in preparing the responses to information requests)
be made available and subject to cross-examination.
With respect to the latter recommendation, a person who
did not file any pre-filed testimony but nonetheless is the sponsor
of a response or responses to information requests, shall be made
available and subject to cross-examination with respect to the
person's response or responses thereto.
10. Paragraph No. 19, subsection c, refers to the
treatment of confidential matters. The hearing officer recommends
the adoption of the following condition, which is consistent with
past commission prehearing conference ordersr^
A. Paragraph No. 20 of Protective Order No. 32726,
filed on March 19, 2015, provides in part that any commission
hearing where information designated as confidential is discussed
shall be held in camera or under ether conditions imposed by the
commission to prevent unnecessary public disclosure of
such information.
^See In re Melekai Public Util., Inc., Docket No. 2009-0048,
Prehearing Conference Order, filed on April 28, 2010, Paragraph No.
7, at 4; and In re Waikoloa Sanitary Sewer Co., Inc., Docket No.
05-0329, Order No. 24133, filed on April 4, 2008, Paragraph No. 5,
at 3.
2015-0022

11. B. That said, the commission' s preference is not to
hold any portion of the evidentiary hearing in camera, i.e.,
closed to the public. Thus, the parties shall utilize their
best efforts to refrain from having the need for the commission
to held any portion of the evidentiary'hearing in camera, i.e.,:
(1) closed to the public; and (2) to the extent applicable,
closed to any of the parties that do not have access to
information that is classified as "restricted information"
(see Protective Order No.' 32726, Paragraph No. 4a), in the
event that "restricted information" is the subject of a
witness' examination.
11. Nonetheless, in the event that confidential
information is the subject of a witness' examination, the treatment
and handling of said confidential information shall be governed by
the applicable requirements of Protective Order No. 32726.
12. To the extent that a party requests to obtain a
copy of the evidentiary hearing transcripts, said party shall make
the necessary arrangements directly with the court reporter,
including any requests for same day transcripts.
13. With respect to AES Hawaii, Inc.'s oral request to
excuse its witness from appearing at the evidentiary hearing,
when Applicants have indicated that they do net intend to
cross-examine said witness:
2015-0022 10

12. In the event that Applicants, by way .of their written
exceptions (if any), affirmatively do not object to said request,
the hearing officer recommends that the commission . grant
AES Hawaii, Inc.'s oral request.
14. The hearing officer recommends that the commission
grant Life of the Land's oral request to impose a deadline date
for substituting witnesses.
15. The Consumer Advocate orally requests that all
consultant-witnesses bring with them all of their up-to-date
information, including billing information, to the commission.
The Consumer Advocate's reasons for its request are not entirely
clear. For example, if the purpose of obtaining billing
information is to discredit a particular consultant-witness, the
hearing officer observes that such a strategy may not necessarily
be effective before the three-member commission (as opposed to a
jury of one's peers).
Given such uncertainty, the hearing officer recommends
that the Consumer Advocate's oral request, at a minimum, be subject
to an offer of proof.
^ ^ —
Michael Azama
Hearing Officer
State of Hawaii, Public Utilities Commission
DONE at Honolulu, Hawaii: November 5, 2015
2015-0022 11

13. CERTIFICATE OF SERVICE
The foregoing Recommended Prehearing Conference Order was
served on the date of filing by mail, postage prepaid, and properly
addressed to the following parties:
JEFFREY T. ONO
EXECUTIVE DIRECTOR
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
DIVISION OF CONSUMER ADVOCACY
P. 0. Box 541
Honolulu, HI 96809 .
Attorney for the CONSUMER ADVOCATE
JOSEPH P. VIOLA
P.O. Box 2750
Honolulu, HI 96840
Vice President, Regulatory Affairs
HAWAIIAN ELECTRIC COMPANY, INC.
Vice president
HAWAII ELECTRIC LIGHT COMPANY, INC
MAUI ELECTRIC COMPANY, LIMITED
THOMAS W. WILLIAMS
PETER Y. KIKUTA
GOODSILL ANDERSON QUINN & STIFEL LLP
FIRST HAWAIIAN CENTER
999 Bishop Street
Suite 1600
Honolulu, HI 96813
Attorneys for HAWAIIAN ELECTRIC COMPANY,
HAWAII ELECTRIC LIGHT COMPANY, INC.,
And MAUI ELECTRIC COMPANY, LIMITED

14. Certificate of Service
Page 2
DOUGLAS A. CODIGA
SCHLACK ITO, LLLC
Topa Financial Center
745 Fort Street Mall #1500
Honolulu, HI 96813
Attorney for NEXTERA ENERGY, INC
HENRY Q. CURTIS
P.O. Box 37158
Honolulu, HI 96837
Vice President for Consumer Issues
of LIFE OF THE LAND
ERIK KVAM
1110 University Avenue, Suite 402
Honolulu, HI 96826
President of RENEWABLE ENERGY
ACTION COALITION OF HAWAII, INC.
DAVID J. MINKIN
BRIAN T. HIRAI
PETER J. HAMASAKI
MCCORRISTON MILLER MUKAI MACKINNON LLP
Five Waterfront Plaza, 4th Floor
500 Ala Moana Boulevard
Honolulu, HI 96813
Attorneys for HAWAII ISLAND ENERGY
COOPERATIVE and KAUAI ISLAND UTILITY COOPERATIVE

15. Certificate of Service
Page 3
HENRY Q. CURTIS
P.O. Box 37313
Honolulu, HI 96837
Treasurer of KA LEI MAILE ALI'I HAWAIIAN CIVIC CLUB
PATRICK K. WONG
CORPORATION COUNSEL
MICHAEL J. HOPPER
DEPUTY CORPORATION COUNSEL
DEPARTMENT OF THE CORPORATION COUNSEL
COUNTY OF MAUI
200 South High Street
Wailuku, Maui, HI 96793
Attorneys for the COUNTY OF MAUI
LESLIE COLE-BROOKS
P.O. Box 37070
Honolulu, HI 96837
Executive Director of HAWAII SOLAR ENERGY ASSOCIATION
ROBIN KAYE
P.O. Box 631739
Lanai City, HI 96763
For FRIENDS OF LANAI
THOMAS L. TRAVIS
RR 2 Box 3 317
Pahoa, HI 96778
Vice-President of PUNA PONO ALLIANCE

16. Certificate of Service
Page 4
MOLLY A. STEBBINS
CORPORATION COUNSEL
WILLIAM V. BRILHANTE, JR.
DEPUTY CORPORATION COUNSEL
DEPARTMENT OF THE CORPORATION COUNSEL
COUNTY OF HAWAII
101 Aupuni Street, Suite 325
Hilo, HI 96720
Attorneys for the COUNTY OF HAWAII
JAMES M. CRIBLEY
MICHAEL R. MARSH
CASE LOMBARDI & PETTIT
Mauka Tower, Pacific Guardian Center
737 Bishop Street, Suite 2600
Honolulu, HI 96 813
JASON KUZMA
PERKINS COIE, LLP
10885 NE 4th Street, Suite 700
Bellevue, WA 98004
Attorneys for ULUPONO INITIATIVE LLC
TIMOTHY LINDL
KEYES, FOX Sc WIEDMAN LLP
436 14th Street, Suite 1305
Oakland, CA 94 612
Attorney for THE ALLIANCE FOR
SOLAR CHOICE

17. Certificate of S^ervice
Page 5
DEAN T. YAMAMOTO
CARLITO P. CALIBOSO
WIL K. YAMAMOTO
TYLER P. MCNISH
YAMAMOTO CA'LIBOSO
1099 Alakea Street, Suite 2100
Honolulu, HI 96813
WILLIAM K. MEHEULA, III
SULLIVAN MEHEULA LEE, LLLP
Topa 'Financial Center
Fort Street Tower, Suite 800
745 Fort Street Mall
Honolulu, HI 96813
Attorneys for THE GAS COMPANY, LLC
dba HAWAII GAS
DON J. GELBER
JONATHAN B. GELBER
CLAY CHAPMAN IWAMURA PULICE & NERVELL
700 Bishop Street, Suite 2100
Honolulu, HI 96813
GREGGORY L. WHEATLAND
JEFFERY D. HARRIS
ELLISON, SCHNEIDER & HARRIS L.L.P
2600 Capitol Avenue, Suite 400
Sacramento, CA 9 5816
Attorneys for AES HAWAII, INC.
RICHARD WALLSGROVE
55 Merchant street, 17th Floor
Honolulu, HI 96813
Program Director for BLUE
PLANET FOUNDATION

18. Certificate of Service
Page 6
SANDRA-ANN Y.H. WONG
LAW OFFICE OF SANDRA-ANN Y.H. WONG
1050 Bishop Street, #514
Honolulu, HI 96813
Attorney for SUNPOWER CORPORATION
And TAWHIRI POWER LLC
COLIN A. YOST
1003 Bishop Street, Suite 2020
Honolulu, HI 96813
Attorney for HAWAII PV COALITION
WARREN S. BOLLMEIER II
46-040 Konane Place 3816
Kaneohe, HI 96744
President of HAWAII RENEWABLE ENERGY ALLIANCE
DOUGLAS S. CHIN
ATTORNEY GENERAL OF HAWAII
DEBORAH DAY EMERSON
BRYCE C. YEE
DEPUTY ATTORNEYS GENERAL
DEPARTMENT OF THE ATTORNEY GENERAL
STATE OF HAWAII
425 Queen Street
Honolulu, HI 96813
TERRANCE M. REVERE
REVERE & ASSOCIATES LLLC
970 N. Kalaheao Avenue, #A-301
Kailua, HI 96734
Attorneys for the OFFICE OF PLANNING,
STATE OF HAWAII

19. Certificate of Service
Page 7
DOUGLAS S. CHIN
ATTORNEY GENERAL OF HAWAII
DEBORAH DAY EMERSON
GREGG J. KINKLEY
DEPUTY ATTORNEYS GENERAL
DEPARTMENT OF THE ATTORNEY GENERAL
STATE OF HAWAII
425 Queen Street
Honolulu, HI 96813
Attorneys for the DEPARTMENT OF
BUSINESS, ECONOMIC DEVELOPMENT, AND TOURISM
ISAAC H. MORIWAKE
EARTH JUSTICE
850 Richards Street, Suite 400
Honolulu, HI 96813
Attorney for SIERRA CLUB
BRUCE NAKAMURA
JOSEPH A. STEWART
AARON R. MUN
KOBAYASHI, SUGITA & GODA
999 Bishop Street, Suite 2600
Honolulu, HI 96813
Attorneys for SUNEDISON, INC.
CHRIS MENTZEL
P.O. Box 158
Kihei, HI 96753
For HINA POWER CORP., INC.

20. Certificate of Service
Page 8
DONNA Y.L. LEONG
CORPORATION COUNSEL
DANIEL W. S. LAWRENCE
PAUL S. AOKI
DEPUTIES CORPORATION COUNSEL
CITY AND COUNTY OF HONOLULU
530 South King Street, Room 110
Honolulu, HI 96813
Attorneys for HONOLULU BOARD OF WATER SUPPLY
JAMES J. SCHUBERT
ASSOCIATE COUNSEL
Naval Facilities Engineering Command Pacific (09C;
JBPHH, HI 96860-3134
Attorney for the DEPARTMENT OF DEFENSE
Michael Azama
Hearing Officer
State of Hawaii, Public Utilities Commission
DONE at Honolulu, Hawaii: November 5, 2015