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UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

-oOoIn Re:

PG&E CORPORATION AND PACIFIC 

GAS AND ELECTRIC COMPANY,

Debtors.

_____________________________

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Case No. 19-30088

Chapter 12

San Francisco, California

Thursday, May 9, 2019

9:30 AM

APPLICATION OF THE OFFICIAL 

COMMITTEE OF UNSECURED 

CREDITORS FOR AUTHORITY TO 

RETAIN AND EMPLOY CENTERVIEW 

PARTNERS LLC AS INVESTMENT 

BANKER, EFFECTIVE AS OF 

FEBRUARY 15, 2019 [1213];

APPLICATION OF THE OFFICIAL 

COMMITTEE OF TORT CLAIMANTS 

PURSUANT TO 11 U.S.C. SECTION 

1103 AND FED. R. BANKR. P. 

2014 AND 5002 TO RETAIN AND 

EMPLOY LINCOLN PARTNERS 

ADVISORS LLC AS FINANCIAL 

ADVISER EFFECTIVE AS OF MARCH 

1, 2019 [1134];

APPLICATION TO EMPLOY GROOM 

LAW GROUP, CHARTERED AS 

SPECIAL EMPLOYEE BENEFITS 

COUNSEL APPLICATION PURSUANT 

TO 11 U.S.C. SECTION 327)E_ 

AND FED. R. BANKR. P. 2014(A) 

AND 2016 FOR AUTHORITY TO 

RETAIN AND EMPLOY GROOM LAW 

GROUP, CHARTERED AS SPECIAL 

EMPLOYEE BENEFITS COUNSEL FOR 

THE DEBTS EFFECTIVE AS OF THE 

PETITION DATE FILED BY PG&E 

CORPORATION [1527];

APPLICATION TO EMPLOY AXIOM 

ADVISORS AS GOVERNMENT 

AFFAIRS CONSULTANT BY THE 

OFFICIAL COMMITTEE OF 

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UNSECURED CREDITORS, 

EFFECTIVE AS OF MATCH 15, 

2019 FILED BY OFFICIAL 

COMMITTEE OF UNSECURED 

CREDITORS [1524];

APPLICATION OF THE OFFICIAL 

COMMITTEE OF TORT CLAIMANTS 

PURSUANT TO 11 U.S.C. SECTION 

1103 AND FED. R. BANKR. P. 

2014 AND 5002 TO RETAIN AND 

EMPLOY DEVELOPMENT 

SPECIALISTS, INC. AS A 

FINANCIAL ADVISOR EFFECTIVE 

AS OF MARCH 20, 2019 [1461];

MOTION FOR RELIEF FROM STAY 

FILED BY VALERA REFINING 

COMPANY-CALIFORNIA [315];

MOTION PURSUANT TO 11 U.S.C. 

SECTION 363(B) AUTHORIZING 

DEBTORS TO PAY THE FEES AND 

EXPENSES OF SIMPSON THACHER & 

BARTLETT LLP AS COUNSEL TO 

THE INDEPENDENT DIRECTORS OF 

PG&E CORP. FILED BY PG&E 

CORPORATION [1182];

MOTION TO FILE REDACTED 

DOCUMENT AND TO FILE 

DOCUMENTS UNDER SEAL FILED BY 

VALERO REFINING COMPANYCALIFORNIA [1862]

TRANSCRIPT OF PROCEEDINGS

BEFORE THE HONORABLE DENNIS MONTALI

UNITED STATES BANKRUPTCY JUDGE

APPEARANCES:

For the Debtors: STEPHEN KAROTKIN, ESQ.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

(212)310-8000

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For the Debtors: THEODORE E. TSEKERIDES, ESQ.

(Telephonically)

HONG-AN TRAN, ESQ.

Weil, Gotshal & Manges LLP

201 Redwood Shores Parkway

Suite 400

Redwood City, CA 94065

(650)802-3000

For the Debtors: JANE KIM, ESQ.

Keller & Benvenutti LLP

650 California Street

Suite 1900

San Francisco, CA 94108

(415)364-6793

For Office of the United 

States Trustee:

MARTA E. VILLACORTA, ESQ.

TIMOTHY S. LAFFREDI, ESQ.

U.S. Department of Justice

450 Golden Gate Avenue

5th Floor, Suite 05-0513

San Francisco, CA 94102

(415)252-2062

For Centerview Partners 

LLC:

SAMUEL A. NEWMAN, ESQ.

Gibson, Dunn & Crutcher LLP

333 South Grand Avenue

Los Angeles, CA 90071

(213)229-7000

For Tort Claimants' 

Committee:

CECILY A. DUMAS, ESQ.

JERRY BLOOM, ESQ.

(Telephonically)

Baker & Hostetler, LLP

11601 Wilshire Boulevard

Suite 1400

Los Angeles, CA 90025

(310)820-8800

For Official Creditors'

Committee:

GREGORY A. BRAY, ESQ.

Milbank LLP

2029 Century Park East

33rd Floor

Los Angeles, CA 90067

(424)386-4000

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For the City and County of 

San Francisco:

EDWARD J. TREDINNICK, ESQ.

Greene Radovsky Maloney Share & 

Hennigh LLP

4 Embarcadero Center

San Francisco, CA 94111

(415)981-1400

For the City and County of 

San Francisco:

THERESA C. MUELLER, ESQ.

SUZY HONG, ESQ.

Office of the City Attorney of San 

Francisco

City Hall, Room 234

1 Dr. Carlton B. Goodlett Place

San Francisco, CA 94102

For Federal Energy 

Regulatory Commission:

SHANE HUANG, ESQ.

Federal Energy Regulatory 

Commission

888 First Street, NE 

Washington, DC 20426

(202)502-8659

For Marina Gelman and 

Mikhail Gelman:

DAVID W. WESSEL, ESQ.

Law Offices of Boris E. Efron

130 Portola Road

Portola Valley, CA 94028

(650)851-8880

For Public Employees 

Retirement Association of 

New Mexico:

LEONARD K. WELSH, ESQ.

(Telephonically)

Law Offices Of Leonard K. Welsh

4550 California Avenue

2nd Floor

Bakersfield, CA 93309

(661)328-5328

For Public Employees 

Retirement Association of 

New Mexico:

MICHAEL S. ETKIN, ESQ.

(Telephonically)

Lowenstein Sandler LLP

One Lowenstein Drive

Roseland, NJ 07068

(973)597-2500

For Valero Refining 

Corporation:

RICHARD A. LAPPING, ESQ.

Trodella & Lapping LLP

540 Pacific Avenue

San Francisco, CA 94133

(415)399-1015

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For TURN, The Utility 

Reform Network:

ROBERT G. HARRIS, ESQ.

Binder & Malter LLP

2775 Park Avenue

Santa Clara, CA 95050

(408)295-1700

For California Large 

Energy Consumers 

Association:

NORA E. SHERIFF, ESQ.

Buchalter

55 Second Street

Suite 1700

San Francisco, CA 94105

(415)227-0900

For Northern California 

Power Agency:

MARK GORTON, ESQ.

Boutin Jones, Inc.

555 Capitol Mall

Suite 1500

Sacramento, CA 95814

(916)321-4444

Court Recorder: Jane Galvani

 United States Bankruptcy

Court

Transcriber: COLIN RICHILANO

 eScribers, LLC

7227 N. 16th Street

Suite #207

 Phoenix, AZ 85020

 (973)406-2250

Proceedings recorded by electronic sound recording; 

transcript provided by transcription service.

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SAN FRANCISCO, CALIFORNIA, THURSDAY, MAY 9, 2019, 9:31 AM

-oOo-

(Call to order of the Court.)

THE CLERK: The matter of PG&E Corporation.

THE COURT: Before we turn to the calendar, let me add 

a couple housekeeping matters for you. And we're going to 

change -- in the next day or two, whenever I get to it, my 

staff and I, we're going to make a change to the case 

management order in one specific matter. And that is, as those 

of you from out of the area know, the Northern District has had 

a procedure in forever that oppositions to motions from relief 

of stay are not required prior to the hearing. And some of you 

who -- in particular debtors' counsel, committees' counsel --

know that in recent times, I ask for at least a preliminary 

statement of opposition on a couple of motions. 

So I'm going to issue a change to the case management 

order that will apply to the debtors and the two official 

committees, not to anyone else, and ask that if you have a 

motion -- if you have an opposition to a motion for relief from 

stay, you file a response five days prior.

Now, it will be treated like a preliminary hearing,

and whether I act on it or not remains to be seen. And for 

anyone else, I'm just going to leave the rule in effect. Most 

of the motions for relief from stay are the debtors' 

responsibility, in any event. But it's just with the calendars 

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being as busy as they and the crowds that they are, I simply 

need more time to be able to anticipate oppositions. 

Another thing that's a matter of -- it's not a big 

deal, but it's important to me to help in doing my job, since 

we've had the case on file, all of the pleadings have been 

filed by local counsel, Ms. Kim and Mr. Benvenutti. I'd like 

to have going forward, from the debtors' side, Mr. Karotkin, 

that that lawyer principally responsible for the matter that's 

going to be on the calendar at least have his or her name on 

the pleading, their signature. I don't -- it can be the usual 

type of signature. 

And I'm not trying to discount Ms. Kim or Mr. 

Benvenutti's role. If you want to leave them on alone, they 

can make the argument. I just -- the point is when I have a 

point that I want to make, I like to know who's the author 

ahead of time. And that cuts both ways. If I want to be mean 

about it and critical, I'll take it out on the author. And if 

I want to be complimentary, I want to give props where they 

belong.

So -- and it's not absolute. If attorney A has done 

the work, but for some other reason attorney B is going to be 

presenting the argument for any other reason, I'm not going to 

make a big deal of it. And as I say, this is not a demotion of 

Ms. Kim or Mr. Benvenutti; they're more than welcome to present 

arguments. But it's not my place to tell the debtors' counsels 

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who and what law firm is supposed to be on something. So 

that's not a big deal, but --

MR. KAROTKIN: Can we get some insight first as to 

whether you're going to be nice or not nice about it before we 

sign our names? 

THE COURT: I won't scold you. Remember, I was blamed 

for scolding you once when I really didn't scold you. You 

might have felt like the scoldee, but I wasn't the scolder. So 

well, I'll tell you what, Mr. Karotkin: the answer is just 

always say the right thing.

The third thing that I want to make -- this is 

probably a plea for mercy. Some of you are, no doubt, blessed 

by staffs of thousands of people helping you. I have two law 

clerks and two courtroom staff who are right in front of me, 

and we are it. We are the total team. And on a couple of 

matters, I have recruited help from the clerks of other judges 

for specific matters. 

But one of the things that we're kind of squeezed on 

in some of these matters is when there are extensions of time 

as we come up to a hearing. And I don't want to be negative 

about this. If the committee -- and I think recently the 

creditors' committee and the U.S. Trustee exchanged 

stipulations to extend the time to do something, and I don't 

want to discourage that or sound like I think that's a bad 

idea. It's actually constructive, particularly if there's a 

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good result. The one I have in mind, I presume it got resolved 

because the U.S. Trustee didn't take advantage of the extended 

time to object and didn't. 

But I'm simply going to tell you I'll continue to 

honor those stipulations, but I may just have to pass the 

matter over to the next calendar or defer it. I'd rather not 

do that because a lot of you travel, a lot of you prepare, we 

prepare. But if I'm encouraging you to work things out and I 

get something twenty-four hours or thirty-six hours before the 

hearing and it's not something routine, I just don't always 

have the time for it. We are somewhat busy, you can imagine, 

and we want to continue to do it that way. 

The last thing is simply a comment. We have on the 

calendar -- we had on the calendar today motions for the 

retention of FTI and Compass. And for those of you who know --

that don't know, the parties have stipulated to put that over. 

So I'm just going to make a comment about it -- two 

comments. I believe in the tort committee position on that 

motion there was a statement made consistent with what one of 

the counsel -- perhaps from the U.S. Trustee's office; I don't 

remember -- discussed with me at a private hearing about the 

term "affiliate" and what is the consequences of being an 

affiliate. 

And it occurred to me afterwards that it might be 

helpful to read the statute, and I did read the statute. And 

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"affiliate" applies to the debtor. And to me, any issue that 

relates to two entities that are not the debtor, at least the 

statutory definition of affiliate doesn't seem to apply. 

Now, is that a big deal? No, it's not a big deal and 

it's not going to influence my ruling one way or the other. 

But here's where I want some help on at the next time around, 

whether it just be thought argument or policy considerations. 

And that is the following: we have a roomful of lawyers, some 

of us used to be lawyers, and lawyers are advocates for 

clients. And so therefore, the conflict rules are pretty clear 

about representing an adverse interest. We know it, we live 

it, we deal with it in the Bankruptcy Code and in our 

professional lives. 

But when I apply that to something like a professional 

organization hired to make an analysis of fire damage claims, 

or damage claims, or things of those nature, I start to wonder 

whether it really is adversarial. And so what that makes me 

think about -- and I don't want to turn this into a debate 

today; I just want it to be on people's minds -- is, well, if 

FTI is providing analysis or Compass is providing analysis, are 

they adversaries? Are they adverse to one another? If the 

purpose of the exercise it to get to the truth, rather than be 

what an advocate has to do -- I'm not suggesting that advocates 

ignore the truth, but sometimes they emphasize different 

things -- I don't know how adversarial it is. 

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And I think about this case, and comments were made 

yesterday in the discovery dispute that at some point down the 

road there may be a more expansive analysis -- and it might 

involve the Court, might involve the parties -- certainly would 

involve the parties -- on the subject of claims estimation. 

And I start to think, well, would I have one set of experts on 

one side of the courtroom saying the damages are X and another 

set of experts on the other side saying the damages are Y? And 

I don't imagine that that's what ought to be happening. And if 

that is what the parties think is going to happen, then that's 

fine. But think about what we're talking about. 

We had been told from the outset that this is a 

solvent estate, and if that's not the case, then some other 

consequences may follow. But if there's going to be a 

consensual -- or not a consensual -- if there's going to be a 

plan that leaves the estate solvent, then isn't the issue not 

to compete on different allocations or different amounts of 

damages? Because the issue to me is who are the claimants. 

And I think if there are -- and we know there are 

countless real claimants in this case, but there might be some 

not real claimants. And that would be an issue, for example, 

if there's a claim that should be defeated not because of the 

nature of the injury suffered by the victim, but rather that 

the person isn't even a victim at all, that's a different 

issue. But that's much broader, I mean, a more specific 

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question in terms of the inquiry. 

So I'm going to end this observation by simply saying 

that as I think about, on the one hand Compass, on the other 

hand FTI, whether they continue to serve their clients as their 

particular clients want them or whether I have to sustain an 

objection by the U.S. Trustee or the tort committee or anyone, 

that's not the point. The point is what is the purpose of the 

Court when it's time to look at these big questions? Are these 

experts more like truth-seekers, or advisors to the Court, or 

are they more like advocates? 

I don't think they're more like advocates in this case 

because I -- again, if one side says, well, the damages are X 

billion dollars and the other side says well, the damages are X 

plus billion dollars, therefore what? If the ultimate result 

is the creditors are going to be paid, then it shouldn't make a 

difference.

So I'll leave it at that, and I don't want any debate 

today. When you are preparing for the next time around, if 

there's no resolution of the FTI-Compass engagement 

consensually, I'd like at least, let's say, five days before 

the hearing that the committee, the tort committee, the 

creditors' committee, the debtor, and the U.S. Trustee's 

certainly welcome to weigh in on this. I'm not inviting 

everyone to weigh in on it, but I'd like some help on how that 

should influence my thinking, not only on the particulars of 

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the engagement of one or the other of those two professionals, 

but on just the conduct of what is the purpose of this kind of 

an analysis that has to be made? 

So with that, I will conclude. And Mr. Karotkin, I 

believe you said you wanted to start with the relief from stay 

matters today, right? So are we sticking with that? 

Oh, Ms. Kim? You signed the pleadings, I guess you 

can speak.

MS. KIM: Thank you. For the record, Jane Kim, Keller 

& Benvenutti, on behalf of the debtors. Your Honor, because 

of, as you mentioned, the Compass and FTI retention 

applications late -- got pushed off, continued, to the next 

hearing --

THE COURT: Right.

MS. KIM: -- all of the remaining retention 

applications, there are six of them --

THE COURT: Uh-huh.

MS. KIM: -- are unopposed. And so we kind of figured 

that we'd shuffle it around a little bit since the relief from 

stay and the TURN ratepayer committee motion are both --

THE COURT: Contested.

MS. KIM: -- contested. So we would maybe try to --

THE COURT: So you want me to do the retention?

MS. KIM: I think yes. 

THE COURT: Okay.

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MS. KIM: But actually, before we do that if I could 

just make one logistical comment to --

THE COURT: Sure.

MS. KIM: -- the housekeeping issues that you 

identified? Happy to not be the lawyer who's signing the 

pleadings. Under the local rules, in order to e-file with a 

digital signature for lawyers who are not ECF-registered in 

this court, we're supposed to get scanned copies of their 

physical signatures, which as you probably can imagine gets a 

little bit cumbersome with the amount of papers that are 

involved.

THE COURT: Well, but it doesn't have to be for every 

pleading. I mean, if -- let's use Mr. Karotkin as an example. 

If he's going to be signing the next fifteen things, I mean, 

I'm not going to make an issue if -- I mean, if you --

MS. KIM: So it's okay --

THE COURT: He's been admitted as a pro hac vice.

MS. KIM: Pro hac, yes. 

THE COURT: And you are, as his cocounsel, are 

representing that you are aware of, or you have -- there is --

we can attribute this to you and your cocounsel -- are in 

control, then, of the original. I'm not going to question 

that.

MS. KIM: Okay.

THE COURT: Okay? But the issue really is nothing 

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more. I like -- and with the volume of pleadings such, I'm not 

making a list of who split the infinitive and who said the 

wrong thing; I just want to have the face that I'm having the 

conversation with. Because you know who you're talking to.

MS. KIM: Yep. I'm happy to not be on every single 

one of these pleadings, so thank you, Your Honor. So --

THE COURT: Well, no. You can let Mr. Benvenutti take 

the tough one.

MS. KIM: You know, I think he would be fine not being 

the lawyer signing all the pleadings either. 

So there are, as I mentioned, six retention apps --

THE COURT: Uh-huh.

MS. KIM: -- applications that are still on the 

agenda. There are two for the debtor, filed by the debtors, 

two filed by the unsecured creditors' committee, and two filed 

by the tort claimants' committee.

THE COURT: Yeah, I just had a couple questions for 

all of them; I have no issues.

MS. KIM: Sure. So I don't know if you want to take 

them all at once, or for the debtors --

THE COURT: I can go right through the list if you 

don't mind. I'll just go --

MS. KIM: That is fine with me.

THE COURT: One other comment. I'm not sure -- I'll 

let you and Mr. Karotkin decide the sequence when we get past 

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the retention. We have CCSF, Valero, Gelman, and TURN. 

MS. KIM: The ratepayer, yes.

THE COURT: When we come to TURN, I'm going to make 

some loose time allocations and suggest that for TURN and its 

counsel, no more than about thirty minutes with some time to 

reserve, and other people who are joining TURN can add on to 

whatever Mr. Harris makes by way of his opening comment. And 

similarly from the other side, from the debtor, the U.S. 

Trustee, and the committee, I'd like to just say divide up the 

thirty minutes. 

I've read the briefs. You well know that I know the 

issue. And so no one's going to be prejudiced by not having 

three hours to make the argument. So I'll leave to your side 

to pick the sequence of the four.

I'll go down the list. On Centerview, Centerview was 

carried over. Does the U.S. -- Ms. Villacorta is the U.S. 

Trustee satisfied with the disclosures that were made by 

Centerview?

MS. VILLACORTA: Okay. So good morning, Your Honor. 

Marta Villacorta on behalf of the United States Trustee. So 

just for the record, we have had discussions with Centerview, 

and Centerview has narrowed its list of confidential clients. 

And the remaining clients on the confidential list appear to be 

clients that, if disclosed, might affect the client's business 

as well as people may wonder why did they retain Centerview?

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We also conducted a public search to confirm that 

these entities are, in fact, confidential. And I've discussed 

with Mr. Newman that it is generally important to be careful to 

make sure that the confidential list is as narrow as possible.

THE COURT: And believe it is. 

MS. VILLACORTA: Yeah. So we've been working with 

Centerview on this, and we appreciate their cooperation.

THE COURT: So do you withdraw the objection? I mean, 

you're satisfied I should sign the order? 

MS. VILLACORTA: I'm satisfied. Yeah. 

THE COURT: Okay. 

MS. VILLACORTA: Just one thing that I'd like to note 

for the record. So we actually received a revised proposed 

order this morning, and I'd like the opportunity to review it 

and consult with my client. So --

THE COURT: The only other comment that I have is -- I 

think this is was carryover that I raised, the question about 

not having the indemnity for negligence. I assume that that 

was acceptable to Centerview, right? Mr. Newman?

MR. NEWMAN: Yes, Your Honor. 

THE COURT: Yeah, okay.

MR. NEWMAN: That was actually the reason for the 

revised proposed order. We've included language to address 

that, Your Honor. 

THE COURT: Then, in that case, I will --

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MR. NEWMAN: I have a copy of it with a redline if 

you'd like to see it.

THE COURT: That's okay. I don't want to take time 

with that. I will approve it subject to the U.S. Trustee 

signing off on the form of order. And then you just upload the 

order with the U.S. Trustee's sign-off on it, and I'll sign the 

order.

MR. NEWMAN: Will do.

THE COURT: Okay.

MR. NEWMAN: Thank you. I should mention for the 

record, I just got an email moments before I came up here from 

the tort committee who had a question about whether the 

language that we'd included was acceptable. So I would just --

just in an abundance of caution, you should include the tort 

committee's --

THE COURT: Sure.

MR. NEWMAN: -- sign-off to make sure that --

THE COURT: Sure.

MR. NEWMAN: -- language is acceptable to them.

THE COURT: That's fine. No problem. 

MR. NEWMAN: Thank you.

THE COURT: Okay, got that out of the way.

Lincoln Partners, I'll take Lincoln Partners and DSI 

together. And I simply want to note -- and this goes to my 

comment about knowing who the author is -- Ms. Dumas' the 

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author of the late filing, and I want to give her credit and 

her client credit. I thought that, on her behalf and on behalf 

of DSI and Lincoln, the response and the submission was very 

informative in terms of the methodology that the committee and 

the committee's chair went through to make the decision. I 

found it very helpful and appreciate the diligence with which 

they went about that, and I have no problems approving the two 

new applications for DSI and Lincoln, with that observation.

MS. DUMAS: Thank you, Your Honor.

THE COURT: So do you want to say anything? You don't 

need to say anything.

MS. DUMAS: No, no, no. I will, I will to give credit 

where credit's due. Since Your Honor thought it was a helpful 

brief, Mr. Rose was the author. 

THE COURT: How come your name is on it?

MS. DUMAS: I was simply the signatory.

THE COURT: In that case --

MS. DUMAS: Had you not liked it, sir --

THE COURT: -- there was a split infinitive that I'll 

overlook.

Next is I'll take Groom. I don't know if anyone's 

here or on the phone from Groom. I have just one slight 

problem with the Groom application. The application makes 

reference to an engagement letter, but in fact the application 

attaches what I assume is a PG&E standard form for employment 

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of counsel. It has all the usual rules that I'm used to seeing 

in those. And if there is a separate rule of engagement, I 

need a declaration from Mr. Levine that sets that forth. If 

there isn't one, he can say there isn't one.

And then the only other comment is, again, not 

something I want to get bogged down on except that the Groom 

Law Group is a specialist in the other end of the country, and 

they aren't familiar with the practice here, but the statement 

was made on page 3 of the Groom application that -- let me find 

the statement that I was focusing on. It was made -- which I 

would expect from any large law firm or other professional: 

"The debtors, however, have numerous relationships and 

creditors. Consequently, although every reasonable effort has 

been made to discover and eliminate the possibility of any 

conflicts, including the efforts outline in paragraphs 11 and 

12, Groom is unable to state with certainty" -- et cetera, et 

cetera. Well, paragraph 11 and 12 don't tell me much. 

So I want to get -- I will tentatively approve the 

Groom application, but I want a supplemental declaration from 

Mr. Levine that at least explains a little bit more about what 

did he mean when he said that.

He also, in one other comment, there's a statement 

made in the Groom application that -- except as disclosed in 

the application the payments that have been made, the prepetition payments have been made to his law firm, and there's 

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nothing that explains that. 

So again, I don't suggest that if there were payments 

that were made before bankruptcy that that is a disqualifier, 

nor do I assume that Mr. Levine actually is going to file a 

declaration saying that he has a horrible conflict. So but I 

want the record to be such that it clarifies. So for my 

purposes, I will treat this as tentatively granted, and I'll 

look forward to a supplemental declaration from Mr. Levine 

regarding the points that I made. I don't need further comment 

about that. 

Next is Axiom. I'm going to assume that --well, the 

debtor and the debtors' counsel haven't said a word, so the 

debtor doesn't object to a fair amount of money being paid per 

month to Axiom and the services it's going to render to the 

estate. And so therefore, I'm not going to second-guess that. 

This might -- I don't know whether the tort committee is going 

to be making a similar request, and I'm not going to worry 

about that for now. 

The only other comment is I believe the Axiom 

application still has the same kind of problem that I asked to 

be excluded from some of the other law firms' applications I 

have already approved: that is I don't want to have it in the 

finding -- or excuse me, in the order a finding as to no 

adverse interest and disinterested. I just want the 

representations that are made that are consistent with it. 

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That's all. 

So you're about to respond? You don't have to say 

anything.

MR. BRAY: I'll say nothing then. Thank you.

THE COURT: Okay. So I'll -- okay.

The final one I have is Simpson Thacher. Again, I 

compliment the U.S. Trustee for bird-dogging this one. It's an 

unusual application because I can't recall an application that 

gets bifurcated into coming in under two different rules. But 

I understand the procedure and understand why it came to be. 

And Ms. Villacorta, I compliment you and your office for

staying on top of this and --

MS. VILLACORTA: Thank you.

THE COURT: -- bird-dogging it. And I will approve 

that without any discussion. 

All right. So --

MR. ETKIN: Your Honor?

THE COURT: Yes, on the phone?

MR. ETKIN: Your Honor, sorry to interrupt. This is 

Michael Etkin on the phone --

THE COURT: Yes, sir. 

MR. ETKIN: -- on behalf of the Public Employees 

Retirement Association of New Mexico.

THE COURT: Yes, sir. 

MR. ETKIN: We filed a reservation of rights, and I 

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just didn't want that to be sitting in limbo. I think it's 

reflected in the agenda.

THE COURT: Yes, it is. I didn't --

MR. ETKIN: Our --

THE COURT: I didn't comment because I regard it as a 

reservation of rights. But go ahead, say what you wish. 

MR. ETKIN: Yeah. We actually -- I apologize. Can I 

be heard for just thirty seconds, Your Honor? 

THE COURT: Yes, sir.

MR. ETKIN: Our primary concern in filing the 

pleading, Your Honor, was the original motion was a little 

unclear as to where directors and officers liability insurance 

was going to kick in. And we are obviously very concerned 

about that. 

Just by way of quick background, we're the lead 

plaintiff in pending securities litigation involving the 

debtors. 

We see by the changes that this is now going to --

these applications are going to be teed up through the interim 

compensation order. And again, thanks to the U.S. Trustee for 

that; that was a concern. And there's also new language in 

there regarding a reservation of rights with respect to the D&O 

insurance. So I don't think the D&O insurance is implicated by 

this application at all, and that'll have to be done 

separately. 

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So those changes actually dealt with the concerns that 

we raised in our reservation of rights. And I just wanted to 

make sure I put that on the record. 

THE COURT: Okay, Mr. Etkin. That's fine. And you 

can reserve rights, and the other side is reserving rights, and 

everything's fine. We're good to go. And if there's a problem 

down the road you've reserved your rights.

I don't mean to imply that everybody in the case has 

to reserve their rights, but at least you've made it clear in 

terms of this motion, so we'll leave it at that. 

So Mr. --

MR. ETKIN: Thank you, Your Honor. 

THE COURT: So is there anyone in court or on the 

phone that wants to be heard on any of the retention 

applications that are being dealt with today or that are on the 

calendar for today? Okay.

Mr. Karotkin, we're back to you. What's your pleasure 

on the action items?

What sequence do you want to do?

MR. KAROTKIN: Your Honor, I think the CCSF, the stay 

motion, and Mr. Tsekerides from my office is on the phone to 

handle that.

MR. TSEKERIDES: Good morning, Your Honor. Ted 

Tsekerides from Weil, Gotshal for the debtors. 

THE COURT: Good morning. I guess it's good afternoon 

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your time, Mr. Tsekerides. Or are you on --

MR. TSEKERIDES: It is, but I think it --

THE COURT: Or are you in China or somewhere? You 

were somewhere else before, right?

MR. TSEKERIDES: I was in Japan, but I'm back.

THE COURT: Mr. Tredinnick, good morning.

MR. TREDINNICK: Good morning, Your Honor. Edward 

Tredinnick of Greene Radovsky Maloney Share & Hennigh on behalf 

of the City and County of San Francisco. And also in the 

courtroom is Ms. Theresa Mueller and Suzy Hong of the city 

attorney's office --

THE COURT: Good morning.

MR. TREDINNICK: -- who head up the city's energy 

team.

THE COURT: So a question I had for you is the defense 

or the opposition says that this is really all about money on 

the third -- the final one, the most recent proceeding that 

that city started, and that everything else is all rolled up in 

the existing QF litigation. Is that -- do you agree with that?

MR. TREDINNICK: No, Your Honor. The QF, the 

quarterly filing proceedings are specific proceedings relating

to specific applications that have taken place where the PG&E 

is required, under a separate provision of the Federal Power 

Act, to file these quarterly filings where there has been a 

service agreement that has been put in place for a specific 

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application.

The city has a very short period of time to protest 

those. There are approximately four that are still pending,

and about three of those -- and three of those have to do with 

the primary, secondary issue, that is also part of the 

complaint that has been filed. 

The complaint is a more broad --

THE COURT: The more recent one, the one you've just 

filed, just before the petition. 

MR. TREDINNICK: The one that was just filed.

THE COURT: Yeah, I can't keep track of these numbers.

MR. TREDINNICK: Yeah, I'm sorry, Your Honor. The 

2019 complaint. 

THE COURT: Right, right.

MR. TREDINNICK: The 2019 complaint deals directly 

with all of the other applications that the city has been 

attempting to get service from but has unable to get an 

appropriate service from PG&E. And so that is approximately 

thirty or more applications that are detailed in Ms. Hale's 

(phonetic) declaration and including, on a going forward basis, 

was getting some resolution on this primary, secondary issue, 

and the proper application of the wholesale --

THE COURT: That's not a -- I mean, that's not a 

measure of damages. That's a measure --

MR. TREDINNICK: No.

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THE COURT: That's a determination of whether the 

utility owes the city this lower level, whatever you call it, 

second tier.

MR. TREDINNICK: If I might make just a statement on 

the issue of these damages, these are not really damages. They 

are a request for a refund --

THE COURT: Well --

MR. TREDINNICK: -- based on --

THE COURT: -- some people would --

MR. TREDINNICK: Well, it's a money --

THE COURT: -- consider that damage. 

MR. TREDINNICK: Yeah, it's a --

THE COURT: Well, let's put it this way: if there's 

no bankruptcy and you win, what do you get? Do you get a 

check? A credit?

MR. TREDINNICK: A credit. 

THE COURT: Well, but you get the dollar equivalent, 

right? I mean, you do get a money recovery, even if it's just 

a credit.

MR. TREDINNICK: If FERC makes the determination that 

PG&E has improperly administered the wholesale distribution 

tariff --

THE COURT: Uh-huh.

MR. TREDINNICK: -- there could be a determination 

that the cost that the city had to incur because of that 

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application could be refunded back to them.

THE COURT: Right.

MR. TREDINNICK: That is a dollar --

THE COURT: Okay.

MR. TREDINNICK: We concede that that is a dollar 

issue.

THE COURT: Okay. But do you concede that if that 

happens, you're back here to determine --

MR. TREDINNICK: Absolutely.

THE COURT: -- whether you can recover it. I mean, 

you --

MR. TREDINNICK: There's no question about that.

THE COURT: So --

MR. TREDINNICK: And the city has no issue with that.

THE COURT: Much like any other kind of claim for 

money. If I've got you right, and Mr. Tsekerides might take a 

different view, but your position is that you have asserted 

rights for the city -- a whole bundle of rights, but the one 

that we're focusing on for the 2019 is that Utility did 

something improper or incorrect, and that if FERC agrees, the 

recovery including -- including various remedies, is a monetary 

recovery of some sort. Right?

MR. TREDINNICK: Right. 

THE COURT: Okay. And if we get to that point, then 

you're back in line.

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MR. TREDINNICK: We'll file a claim for that amount. 

THE COURT: Okay. Maybe you'll have a claim, maybe 

you're entitled to offset. You'll maybe do something, but the 

automatic stay will apply.

Well then, do you concede then, at least on this 

issue, that the company's right, that this is governed by the 

stay? This is not a 362(b)(4) exception?

MR. TREDINNICK: The enforcement of any recovery --

THE COURT: How about the determination of it? I 

mean, this -- you're doing --

MR. TREDINNICK: I believe that the determination --

THE COURT: The city is doing it for itself; it's 

doing it for its own fiscal outcome, right? 

MR. TREDINNICK: I don't believe that the 

determination should be stayed. I believe that the enforcement 

of any determination should be stayed.

THE COURT: No, no. But what I'm asking you is a 

different question. Your motion says determine that there's no 

stay, or if there is stay, give me a relief from stay. I'm 

hearing from the utility, at least, that there is a stay. This 

isn't a police power exception. This is an attempt by the city 

to recover an economic recovery for its own account, and 

therefore the stay applies. And they want me to leave the stay 

in effect; you want me to vacate the stay. I'm just asking if 

you agree to that analysis. 

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If you go home with a winner today, you're a winner, 

right? 

MR. TREDINNICK: Um-hum.

THE COURT: But if I agree that the stay applies but 

grant relief from stay up to the point of any recovery, that's 

really what you want to do. I mean, you don't care how you get 

there.

MR. TREDINNICK: I don't -- no, I don't.

THE COURT: Well, you see --

MR. TREDINNICK: Well, I believe that there's a reason 

to have a determination that the stay does not apply --

THE COURT: Why is that?

MR. TREDINNICK: -- to these types of proceedings.

THE COURT: Well, why do you think it's important? If 

I just say there is no stay, but if there is it's modified, why 

isn't that sufficient? 

MR. TREDINNICK: For these --

THE COURT: So when your cocounsel goes before the 

FERC commissioners and the hearing examiners and all the people 

you have to go through the drill, nobody says, wait a minute; 

doesn't the bankruptcy court have something to say about 

letting us go forward with this? I mean --

MR. TREDINNICK: I agree. For our purposes, how we 

get there is not a particularly --

THE COURT: Well, I'm not trying to trap you. I'm 

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trying to -- I mean, look. The parties are familiar with this 

case law. And again, one of the decisions that's cited was my 

decision that was ultimately affirmed by the Court of Appeals. 

But then this Dingley case, the way the Dingley case came out, 

the debtor's counsel believed that Dingley has -- that both of 

these tests have to be satisfied.

I'm of the view that I don't have to decide that if I 

grant you relief from stay and you can see that that's good 

enough. Now, if you want me to -- if I have to make the 

decision there is no stay, then I have to make the second 

inquiry, and -- you follow me?

MR. TREDINNICK: Yes. 

THE COURT: Okay. And so I'm really -- so if I -- I'm 

trying to put it a different way. Do I need to make the 

decision, if I'm persuaded that if there is a stay you should 

get relief, at least up to the point of recovery?

MR. TREDINNICK: I don't think that's -- I don't think 

you necessarily need to make that decision.

THE COURT: Well, one of the things that was confusing 

about this -- again, this is a rather subtle issue for us 

bankruptcy people -- is the United States FERC, through 

counsel, they argue that the 362(b)(4) operates or lets FERC 

proceed, and you are arguing and the debtor argues, no, the 

analysis here is who's governed by it or exempted from it, and 

it's the city. 

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The city, if the stay applies -- I mean, let me put it 

this way. If the city's trying to recover a monetary recovery 

for its own account, the debtors' argument is there is a stay, 

and FERC's argument that FERC is exempt from the stay is 

irrelevant. You have to measure it from the point of view of 

the city, not from the point of view of FERC. Did you not pick 

that up in their papers?

MR. TREDINNICK: But I disa -- I don't know whose 

papers you're talking about now. 

THE COURT: Well, both.

MR. TREDINNICK: Okay.

THE COURT: Well, let's try it a different way. Is 

FERC stayed if it needs to proceed in responding or dealing 

with this application?

MR. TREDINNICK: Which application are we talking 

about now?

THE COURT: 2019.

MR. TREDINNICK: The 2019? 

THE COURT: Um-hum.

MR. TREDINNICK: The debtor has taken a position that 

they're stayed. They filed a notice --

THE COURT: You're stayed, right? You're stayed from 

prosecuting.

MR. TREDINNICK: Well, I think that's --

THE COURT: Well, I tell you what.

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MR. TREDINNICK: We're splitting hairs a little bit 

about it.

THE COURT: Mr. Tredinnick, let me --

MR. TREDINNICK: I don't believe that --

THE COURT: Let me see -- let Mr. Tsekerides, when 

it's his turn, he can tell me if this is something that we 

should even be worried about. We don't need to take 

everybody's time to get into a philosophical debate about 

whether 362(b)(4) applies from FERC towards the debtor with 

CCSF as a litigant or applies to CCSF as the litigant seeking 

recovery from a tribunal, called FERC, against Utility. It's 

semantics, to some extent, I think anyway. Go ahead and add 

anything more you want to add. 

MR. TREDINNICK: Well, I mean, I believe that the 

regulatory agency is FERC.

THE COURT: Correct.

MR. TREDINNICK: And that is the governmental unit 

that we're talking about when we're talking about 362(b)(4)

because they're the ones that's doing the regulation. And this 

is --

THE COURT: Well, but that's my point. I think the 

debtors' position says, no, you're the governmental until. And 

the city is not enforcing its police power in this proceeding;

it's enforcing its own entitlement to monetary recovery.

MR. TREDINNICK: But in this instance, the city, which 

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is a governmental unit --

THE COURT: Right.

MR. TREDINNICK: -- is acting as the eligible customer 

under the wholesale distribution tariff. It would be no 

different if it was a private entity that is coming to FERC and 

saying, please PG&E is not doing right; help us out.

THE COURT: So for a private entity, there would never 

be -- the 362(b)(4) would not come in to play. The fact that 

FERC is a federal agency is -- so is the bankruptcy court, so 

is the superior court, so is any other adjudicative body, 

right? 

You're the plaintiff, or your client is the plaintiff, 

and the Utility is the respondent. 

MR. TREDINNICK: Well, I don't think this situation is 

much different than the other Ninth Circuit cases, Berg and 

Dingley, where you had private litigants, there was sanctions 

given, and the court ruled that these were not stayed because 

it was -- the entity that was doing that was the court, the 

federal agency.

THE COURT: This is like an old class reunion. Berg 

was my case.

MR. TREDINNICK: That's your case.

THE COURT: All right. Do you want to reserve some 

time?

MR. TREDINNICK: Sure. 

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THE COURT: Does -- Mr. Huang, are you here? Do you

want to be heard? Because I'm not sure whether FERC really has 

a dog in this fight, but --

MR. HUANG: Your Honor --

THE COURT: -- you did file a very helpful brief, and 

so why don't you go ahead and tell me what you think I should 

be doing.

MR. HUANG: Yes. Shane Huang for the Federal Energy 

Regulatory Commission. From FERC's point of view, this is not 

just semantics; it has real consequences for how FERC is going 

to move forward. FERC is very conscious of what's going on in 

this bankruptcy proceeding, and --

THE COURT: Well, wow, didn't I know that?

MR. HUANG: -- FERC doesn't want to violate the 

automatic stay. FERC does care how you get there, to use your 

phrase from earlier.

The City and County of San Francisco is a complaining 

party in the proceeding that PG&E says is stayed. But we would 

take the same position even if it were a private entity, a 

private customer of PG&E. And it's because these proceedings, 

we think, don't resemble that of private parties complaining to 

a neutral -- in a neutral forum.

THE COURT: But isn't CCSF a party that's saying, 

wait, I'm paying too much because the utility's charging me 

this amount when I'm entitled to be charged this lower amount? 

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And they're asking FERC to rule in their favor.

MR. HUANG: I think the nature of the dispute in the 

January complaint, from January 2019 complaint, is not exactly 

that the debtor is charging CCSF too much money. It's the 

debtor is attaching certain terms and conditions as a condition 

of receiving service, and there's a dispute about whether this 

is primary or secondary service. 

Without getting in to the merits of who's right and 

who's wrong, there's a declaratory component to that that's at 

the very center of that dispute.

THE COURT: Right.

MR. HUANG: And --

THE COURT: And you're saying that even if CCSF, if we 

substituted it in place of private company that is a customer, 

wholesale customer, it would be the same analysis?

MR. HUANG: Yes, Your Honor. And we would have to 

split the -- the San Francisco v. PG&E case that we cited from 

the Ninth Circuit talks about splitting the claims and 

analyzing the 362(b)(4) analysis on a claim-by-claim basis.

THE COURT: Right. 

MR. HUANG: So the declaratory portion of that 

complaint is, I think, pretty clearly falls within the police 

and regulatory exception.

THE COURT: Well, I think that was -- again, that was 

the ruling that I made in the first PG&E case, right?

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MR. HUANG: Right. 

THE COURT: The Ninth Circuit case, right.

MR. HUANG: Right, Your Honor. And to the extent that 

the refund should be -- the request for refund, that portion of 

the relief should be analyzed separately, we would still argue 

that it falls within the police and regulatory exception in the 

same way that the litigation misconduct sanctions in Dingley 

and Berg were still public policy. 

THE COURT: But is that because FERC is exercising its 

regulatory function to make the ruling that CCSF is seeking?

MR. HUANG: Yes, Your Honor. You know, they -- we 

were talking about -- I don't know which FERC proceedings we're 

talking about. If we're isolating it purely to the Section 

206 --

THE COURT: Well, the motion -- the attention seems to 

be on the 2019 one.

MR. HUANG: Sure.

THE COURT: I understand -- you understand much better 

than I do the interplay of all these things, but the action 

seems to be on the 2019 one, so.

MR. HUANG: Yes. And we would just -- we take the 

position that they're all covered by the police and regulatory 

exception. But if we're going to focus on only the 2019, we 

would ask that you split that into the two separate claims: 

the request for relief, a declaratory component regarding the 

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secondary and primary service, and the request for refunds, 

that backward-looking relief calculating the refund. 

We think that that's pretty similar to the proceedings 

in Dingley where the court ordered sanctions in a monetary 

amount.

THE COURT: Right.

MR. HUANG: And then the debtor didn't pay, and the 

court issued a show cause order. And that proceeding was held 

to be part of the police and regulatory exception because --

THE COURT: But Dingley resembles Berg in that sense. 

They both -- Berg was a lawyer, Dingley was not, but they -- in 

both cases the debtors were, in effect, defying a judicial 

order of some kind, right?

MR. HUANG: Right.

THE COURT: Yeah. But well, why does it matter to you 

and to FERC if, at the end of the day, I issue an order that 

says if there's a stay, it's modified, or it's granted? I 

mean, there is -- it's vacated. What difference does it make 

to you --

MR. HUANG: Well, Your Honor --

THE COURT: -- both as a legal matter and as practical 

matter?

MR. HUANG: -- FERC has a large number of different 

types of regulatory proceedings. 

THE COURT: Right.

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MR. HUANG: And some of them take the form of -- for 

example, a lot of section 205 proceedings that I believe the 

debtor is not disputing that the police and regulatory 

exception applies -- are those where the debtor is essentially 

a party that files these quarterly filings or files a rate or a 

modification to a rate and submits it to FERC for approval. 

And then anybody else who's affected by that may file a protest 

or --

THE COURT: So there, the utility is more like a 

plaintiff. More like. It's not a plaintiff, but it's the one 

that come to the tribunal asking for --

MR. HUANG: Right.

THE COURT: -- something.

MR. HUANG: And Your Honor, I'd say it runs the entire 

spectrum from -- FERC has a hotline that effected people can 

call and complain. It's much more informal than the filing of 

a complaint in, for example, a district court.

And Section 206, that really is the furthest along the 

spectrum of proceedings that resemble a plaintiff coming in. 

And we would still not characterize it in that way because we 

think it resembles the NLRB decisions that are discussed in 

Continental Hagen which we cited where a private party may 

submit a complaint, but the agency, the regulatory authority 

ends up acting on that complaint in its own name and issuing 

orders for the benefit of the public, for the benefit of third 

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parties, and in pursuit of its regulatory mission.

MR. HUANG: So to bring it back to your question, 

what does it matter to FERC? FERC wants to be able to know, 

with clear lines drawn, to say this is not to say we don't have 

to go to the bankruptcy court and ask permission. 

PG&E, as you might imagine, is party to a number of 

FERC proceedings and so rather than going to the bankruptcy 

court and asking for either relief for a stay or a 

clarification on whether the stay applies, we would like to 

know in advance so that when FERC makes a decision, it doesn't 

have to run that risk of violating the automatic stay and its 

action. 

THE COURT: But suppose at the end of the day FERC's 

decision is favorable to CCSF. Is it expressed in terms of --

forget declarative relief, I got that. But is it also 

expressed in terms of an entitlement to money recovered, either 

a refund or a payment? 

MR. HUANG: If CCSF prevails on --

THE COURT: Yeah. 

MR. HUANG: -- this. Yes, FERC could calculate the 

amount of a refund by it, but --

THE COURT: So -- so again, I understand this is where 

you live your life, but if I -- the next case on our docket 

today, or one of them, is a request to have a matter go forward 

for an injury to a plaintiff in the Superior Court. And if I 

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grant that relief, that plaintiff, I think, understands that 

it's trying -- she or her counsel is trying to get the claim 

liquidated, but then after that, if that court says plaintiff 

is entitled to X dollars, then that party is governed by the 

stay in terms of what to do about that recovery; isn't -- that 

has to happen here, too, don't you think?

MR. HUANG: Your Honor, I think Continental Hagen is a 

good case of drawing that line between the entry of something 

that resembles a money judgment and the enforcement of that socalled money. 

THE COURT: Okay, but don't you see, if you want me to 

give you a green light to say there's no stay, I have to at the 

same time say, but there really is one if you rule in favor of 

CCSF. So I mean, I'm willing if I -- if debtor's counsel 

doesn't persuade me otherwise and I go with what Mr. Tredinnick

is asking for, consistent with what you seem to be agreeing. 

I still have to make sure it's clear what Mr. 

Tredinnick concedes. If he gets a money recovery, he doesn't 

get to go levy on a bank account or offset something that would 

typically be stayed as a matter of bankruptcy law as an 

entitlement. So that's just the facts, like my Superior Court 

example, if the plaintiff in that case wins. So how you 

want -- how would that get reconciled from FERC's point of 

view? FERC -- I agree with you. FERC shouldn't have to be 

coming back here asking permission to do its job. 

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MR. HUANG: Right. 

THE COURT: But its job isn't to collect refunds, 

right -- for customers? 

MR. HUANG: No, Your Honor.

THE COURT: Okay. 

MR. HUANG: It issues the orders and then --

THE COURT: Okay, so again, simplify it. The trial's 

over. The ALJ is done. The Commission's ruled. It orders 

that CCSF is entitled to X dollars. That's his order, right? 

MR. HUANG: Yes, Your Honor. 

THE COURT: Period. End of story. Then it's up to 

CCSF to collect its X, right?

MR. HUANG: Yes, Your Honor. 

THE COURT: Correct? 

MR. HUANG: Yeah. 

THE COURT: So I can say that -- I can say either that 

there is no stay to get to that point or that -- which is what 

you'd like me to do, but then -- this is kind of a bifurcation 

of the analysis, but by the way, after that, the stay is alive 

and well, and Mr. Tredinnick acknowledges that and you don't 

care. 

MR. HUANG: Yes, Your Honor, we would --

THE COURT: You don't care. 

MR. HUANG: We would draw the line between enforce --

entry and enforcement --

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THE COURT: Right. Right. 

MR. HUANG: -- in the same way. And we would advise 

our client FERC --

THE COURT: And you don't care --

MR. HUANG: -- on where that line is drawn. 

THE COURT: -- so when the FERC order is final, and if 

the FERC order gives the complaining party one dollar or one 

gazillion dollars, it doesn't matter in terms of the regulatory 

function. But it does matter as a matter of bankruptcy law and 

how that party gets his one dollar or his lots of dollars, 

right? 

MR. HUANG: Yes, Your Honor. 

THE COURT: Okay. Okay, well, I guess if I decide to 

go the way that CCSF wants me to, I'll certainly instruct the 

parties to make sure you're on board as to the form of the 

order so we have it clear. 

So the last thing in the world I want, if I make any 

ruling here that's favorable to CCSF, is to create confusion 

for people outside of the bankruptcy world, like your client. 

Do the counsel for the official committee or the tort 

committee want to be heard? You both have weighed in on it. I 

don't know if you want to be heard on the subject? 

MR. BLOOM: This is Jerry Bloom, Your Honor, on behalf 

of the Tort Committee, if I could be heard? 

THE COURT: Okay, go ahead first, then. We had 

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counsel at the table at the podium --

MR. BLOOM: Sure. 

THE COURT: -- but I'll -- you can go first on the 

phone. 

MR. BLOOM: I can't see that, so why don't you let him 

go and then I'll follow him? 

THE COURT: No, that's all right. It's Mr. Bloom, you 

said Bloom?

MR. BLOOM: Yes, it is, Your Honor. 

THE COURT: Yeah, go ahead. Make your statement, Mr. 

Bloom. 

MR. BLOOM: Well, following your discussion, Your 

Honor, I think that the position that you've been saying 

follows very closely to what we wrote in our response, which is 

we do not oppose San Francisco's request to permit the 

proceedings to proceed before FERC to a final determination on 

the issue of PG&E's compliance with the wholesale distribution 

tariff. 

In other words, there is a upfront determination, what 

is the proper way in the past and going forward for PG&E to 

comply with the terms and conditions of the tariff that is 

filed with FERC, and we're not opposed to FERC makes this 

determination. It has the specific expertise needed to 

determine what does the tariff say, and here are the actions 

for PG&E in the past in accordance with that, and how should it 

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be implemented going forward; and we think that is their 

determination to be made, so we do not oppose what CCSF has 

asked for in terms of allowing that to go forward. 

And in terms of the second question, then, if they 

make a determination, I would note that the relief that is 

granted by FERC might be a monetary refund or something, but it 

could be a number of other different ways in which they 

craft -- in fact, we have cases where FERC can say going 

forward this is how we want this done, but in the past for 

whatever reasons, we don't rule on, but we need a determination 

so that frankly, what it does by allowing FERC to go forward, 

if San Francisco is right, going forward there won't be an 

additional accumulation of damages or possible additional 

refund. 

If the debtor is correct here, then there won't be 

anything owed, and that determination is important to bring 

clarity as to FERC in the implementation of federal rules and 

the tariff, which has the enforcement as a law during the 

pendency of the bankruptcy, so that -- as the cases that were 

cited in the motions and the responses, that the debtor (break 

in audio) avoid the consequences of complying with these FERC 

tariffs during the pendency of the case. 

That being said, we agree -- and I think this is the 

way you were framing the question -- that the liquidation of --

if there's anything rewarded, which is the second step in that, 

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if they come back and say, and the City is due X amount of 

money, that liquidation should not be going -- should not go 

forward and can't go forward, As you stated correctly, they 

have to come back to the court, the bankruptcy court. They 

can't just go and attach a fund or get a refund or get payment. 

THE COURT: Yeah. 

MR. BLOOM: And I think -- so I think our position in 

our response follows very closely to the way you were 

posturing, which is the part that -- within FERC's specific 

expertise to make a determination, i.e., how do you comply with 

the tariff as they've done expressly in the past, how do we 

comply with the tariff going forward; so we either make a 

determination of damages or cessation of damages accruing in 

the future is something FERC should be doing. If -- but we 

oppose, or we said that we ask that San Francisco not be 

allowed to -- from liquidating the claims as we go forward, or 

estimating the claims for seeking payment. That definitely has 

to come back to the Court. 

THE COURT: Okay, I think that counsel for the City 

conceded that issue, so that's fine. I appreciate your 

comments, Mr. Bloom. 

MR. BLOOM: Thank you. 

THE COURT: All right, let's hear from the committee; 

well, state your appearance for the record? 

MR. BRAY: Good morning, Your Honor. Gregory Bray, 

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Milbank, LLP, counsel for the committee. 

THE COURT: Mr. Bray, in looking at your submission --

MR. BRAY: Yes, sir. 

THE COURT: You seem to say that you defer to the 

debtor on whether they should be liquidating -- litigating at 

this point, but you want -- you don't want a ruling with 

respect to claims for damages. You're still wedded to that? 

MR. BRAY: Well, Your Honor, let me just say it this 

way. We think that any -- the issue of the allowability, 

validity, priority, amount of the damages, really should be 

determined by this Court. This is a big case, lots of claims. 

We think there is --

THE COURT: Expertise, special tribunal?

MR. BRAY: Yes, I understand that. 

THE COURT: You really want me to -- you want me to 

calculate FERC? 

MR. BRAY: No, no. I'm not asking you to calculate. 

I think what I -- we think there should be a uniform 

application of damages or claims against the estate, and that's 

the responsibility and the jurisdiction of this court. 

We're not saying FERC can't arrive at a number. I 

suspect that it's part of whatever -- if you lift the stay at 

all, that as a part of that analysis, it's inevitable. What we 

are saying is that that number shouldn't be etched in stone. 

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They have to file a proof of claim if someone wants to 

challenge the calculation of the damages, the validity.

THE COURT: Where would they challenge? 

MR. BRAY: They would challenge it here, Your Honor, 

as an objection to the claim. 

THE COURT: Well, I understand that your committee and 

the other committee, for the reasons we discussed yesterday, 

want to have some sort of a systematic approach to claim 

staking, but stay tuned to the next case. We have a personal 

injury claim and there are questions about where they can even 

be determined. 

I mean, how could I possibly take away from FERC its 

function of making these very, very complicated determinations? 

You heard Mr. Huang and Mr. Tredinnick, both I think are on the 

same page, that if FERC reaches a point where it says the 

utilities -- I mean, the City is entitled to X dollars, that's 

where we stop and that's where the stay kicks in. 

There may be bankruptcy defenses, but I don't know how 

I would go back and second-guess that amount. It's almost like 

res judicata. 

MR. BRAY: Well, that's the slippery slope we're 

concerned about here. I don't know that the committee --

obviously, it's your decision -- would agree it's res judicata. 

THE COURT: Well --

MR. BRAY: -- and I'm not saying --

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THE COURT: -- maybe not in a legal sense. 

MR. BRAY: -- that you would agree or you're going to 

say I'm going to revisit the entire FERC analysis and 

substitute my judgment for them; that's not my point. I 

just -- we're going to have a lot of these types of issues come 

before the Court in all sorts of capacities, and it's pretty 

clear to us that FERC is going to take a very expansive view of 

their interpretation of their jurisdiction, so we're --

THE COURT: Well, why do you think that, though, in 

this case? In other words, what we just heard from FERC's own 

lawyer saying -- and I think you and I both know from other 

experiences, they are a specialized tribunal. I might disagree 

or you might disagree with how far they extend their reach in 

certain respects, but when it comes time to make a decision 

like this one, they are the only place to do it, it seems to 

me. 

And just like if a personal injury claimant is 

entitled to a jury trial, that's a different question that will 

come somewhere else, or the bankruptcy court does have the 

ability to defer, to abstain, to grant relief from stay to go 

to other places, so why would this be different?

Let me try it a different way, I'll rephrase my 

question. PG&E is in bankruptcy for principal reasons we know, 

and we also know there are other reasons that are going to be 

dealt with in this bankruptcy that maybe wouldn't have been but 

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for the fires that pushed them into bankruptcy. 

But -- I don't know what involvement you had in PG&E 

1, but I kept a lot of things going just the way they were out 

in the real non bankruptcy world. Like thousands of -- well, 

maybe not thousands, but dozens and dozens of claims in other 

forms. Why shouldn't I follow that procedure here, 

particularly for something like this? 

MR. BRAY: We're not necessarily saying you should. I 

think it's a case-by-case decision. 

THE COURT: Okay. 

MR. BRAY: And our concern first is -- was what we 

considered to be a broad and inappropriate assertion that 

(b)(4) applies; we don't think it does. This is not within the 

police power exception. Thus my comment about the broad 

interpretation of the jurisdiction. 

THE COURT: Um-hum. 

MR. HUANG: That's more of our concern, is that we not 

be led down that path and then to an argument that basically 

anything that has to do with FERC in any capacity, or any other 

regulator, is now subject to (b)(4). Our focus, as was the 

Court's I think, is on who's the plaintiff, who's asking for 

the relief, who's doing what to whom here. 

THE COURT: Well, I don't know. I don't remember. 

I've been reading so much that I perhaps overstated the case, 

but there seemed to be in the competing briefs from debtor and 

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from FERC particularly, about where are we supposed to apply 

the 362(b)(4), and clearly, if a governmental agency goes and 

enforces an environmental law, for example, there's no 

question. 

MR. BRAY: Agreed. 

THE COURT: If it goes and recovers or seeks to 

recover a loan that the SBA guaranteed, for example, that's 

clearly not police power. This seems to be kind of a little of 

each. 

MR. BRAY: It's fuzzy, I agree. 

THE COURT: It's a push. 

MR. BRAY: I had to read this several times to try and 

understand what was going on, and I'm not one hundred percent 

sure that I do still. Having said that, it's very clear to us 

that there is a damages component, a monetary component. 

THE COURT: Me too. 

MR. BRAY: And that's the part that caused us concern 

and the assertion that that aspect of it was subject or part of 

or the exception of (b)(4). We disagree with that. We don't 

think that it is. That's the comment I made about the slippery 

slope and looking at this on a case-by-case basis. You may 

well determine -- and the committee does not -- we said in our 

pleadings, we're not disputing an -- I'll call it the 

underlying regulatory dispute --

THE COURT: Right, right. 

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MR. BRAY: That this isn't -- that FERC has 

jurisdiction over this, and we weren't asking the Court to step 

in the middle of that. 

THE COURT: No, I understand. 

MR. BRAY: Yeah. 

THE COURT: And again, Mr. Tsekerides is going to --

he's been very quiet. If he were here, he might have wanted to 

say something. He's on the phone and he can't say anything 

yet. 

But the last paragraph that you filed, Mr. Bray, or 

your colleague, Mr. Kreller's, name is on it, so I assume he 

wrote it -- I'm not complimenting or criticizing -- it says --

MR. BRAY: If he's on the phone, he has to answer 

this.

THE COURT: It says, "Such ruling should continue to 

be stayed because the bankruptcy court, not FERC, is the proper 

form for determining validity, priority, or amount." 

Well, priority I'm not a problem with. Validity, I'm 

not sure what that means. I suppose if there was some 

provision of the Bankruptcy Code that got implicated, obviously 

that's still there. But amount of damages seems like I can't 

do that, so -- we don't have to debate it to death here. 

MR. BRAY: I think -- well, I understand your point. 

And I'll -- let me contract our statement a little bit. We 

just want to be sure that this court has the ultimate say over 

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the assertion of the claim against the estate, how it fits in. 

THE COURT: Um-hum. 

MR. BRAY: If the Court is saying, I'm not going to 

re-litigate the issue of the amount because I'm satisfied that 

as a result of the FERC process, that was a proper exercise or 

it was a proper determination, then the committee understands 

that. We just don't want the Court to end up being foreclosed 

from visiting an issue on this that needs to be visited at the 

time it arises; that's our concern. 

THE COURT: Okay. All right. Anyone else want to be 

heard other than the debtor's counsel? All right. 

Mr. Tsekerides, are you still there? 

MR. TSEKERIDES: I am, Your Honor.

THE COURT: All right.

MR. TSEKERIDES: I've been listening very carefully. 

THE COURT: You're up. Did you sign the brief? 

MR. TSEKERIDES: So -- I didn't, but I will going 

forward on all things FERC. 

So I think, from the debtor's perspective -- and again 

for the record, Ted Tsekerides for the debtors from Weil, 

Gotshal. We have a complaint filed by a litigant who is 

looking for a declaration of right and damages, and claiming 

that there is an exception under (b)(4). And so I just want to 

say at the outset, to the extent the Court is going to get into 

a (b)(4) analysis, we would request the ability to submit 

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further briefing. 

The brief that we submitted, I wouldn't even call a 

brief. It was a preliminary response. That (b)(4) issue, as I 

think everyone has touched on, is very important to the debtor. 

We don't -- we believe that very few if any cases would fall 

under (b)(4), and we don't think this one does. If the Court 

wants to take that issue on, we would request further briefing, 

but I do hear Your Honor going in a different direction, so let 

me just lay out for you what our thinking was. 

One was that (b)(4) did not apply. And then two, if 

the stay applies, we still argue that you should not lift it 

because -- and we broke it up into the QF proceeding, which was 

shorthand for us for the quarterly filings, and the complaint 

proceeding, which is what people have been referring to as 

2019. 

Now, we could submit declarations if it would be 

helpful, but it is absolutely our understanding -- and I think 

you heard some of that today, that -- at least in part, that QF 

proceeding will be touching on the primary versus secondary 

issue. And once that issue is decided, once FERC makes that 

ruling, and there was a conference today -- I did some followup. There is going to be a hearing on those consolidated QF 

proceedings on January 22nd of 2020. And it's our 

understanding that's a faster road than whatever this complaint 

proceeding is. But in any event --

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THE COURT: What -- what -- excuse me. When -- that 

hearing when, in January, you say?

MR. TSEKERIDES: January, yes. 

THE COURT: That's --

MR. TSEKERIDES: As in next year. 

THE COURT: Next January? That's nine months from now 

or seven months from now. Okay. 

MR. TSEKERIDES: Well, I will tell you, the complaint 

proceeding is not going to go any faster than that, Your Honor. 

The one that they filed. 

THE COURT: Yeah, okay. 

MR. TSEKERIDES: Our point is that the primary versus 

secondary service issue will be addressed, and so our argument 

as to why the stay applies but should not be lifted is because 

it will be dealt with in the QF proceeding, and there's no 

reason for the debtor to have to deal with two proceedings. 

And if we win, if the debtor wins and it was appropriate to 

treat the City of San Francisco as a utility -- I'm not going 

to get into the merits, but that's basically what they are.

If we were allowed to treat them as a utility in how 

we provide the service to them and the debtor wins, they their 

complaint proceeding is moot. If we were to lose that, then 

the application of that would be applicable to the complaint 

proceeding. So why go forward with this other one and waste 

resources in that particular --

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THE COURT: What if the ALJ chooses to consolidate 

them in some fashion, which I presume is an option? Isn't that 

an option to --

MR. TSEKERIDES: You're talking about the complaint? 

THE COURT: Well, yeah. I mean --

MR. TSEKERIDES: The complaint proceeding --

THE COURT: Yes. I mean, I don't -- again, don't have 

the knowledge to understand the different proceedings, but I 

know if it were a bankruptcy, I could take two different claims 

objections and one adversary proceeding and one main case 

motion and consolidate them all and hear them all together. 

Why isn't that something that could be done by the hearing 

officer or the ALJ at FERC?

MR. TSEKERIDES: I don't know the answer to that. The 

only thing I can say, though, is that the QF proceedings are 

ready to go. The complaint proceeding would be starting from 

scratch, so I don't know what impact that would be if -- if you 

had a case ready to go to trial and somebody added a case that 

hadn't even had discovery yet, what the impact would be, but 

I'm in the deep end now on that, but --

THE COURT: Okay, so --

MR. TSEKERIDES: I think --

THE COURT: -- so let me --

MR. TSEKERIDES: -- I don't know --

THE COURT: Okay --

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MR. TSEKERIDES: -- if it could do that. 

THE COURT: But what if San Francisco had not filed 

the 2019 proceeding; would the QF proceedings be impacted by 

the automatic stay? 

MR. TSEKERIDES: We have not sought to stop those 

other proceedings because -- so the answer, the short answer, 

is no, because we started them --

THE COURT: Well --

MR. TSEKERIDES: -- pre-petition -- 

THE COURT: -- maybe that's why you haven't --

MR. TSEKERIDES: -- quarterly --

THE COURT: -- tried to stop them, because you started 

them. 

MR. TSEKERIDES: Exactly. 

THE COURT: That seems to me to answer the question, 

right? 

MR. TSEKERIDES: Right. And also -- I mean I do want 

to -- some potshots were taken at the debtor that we're trying 

to use the bankruptcy proceeding as a way of getting out of our 

regulatory obligations, which is simply not true. If we have 

quarterly filings we have to make, we will. And if FERC, in 

response to that, asks us to do something, we will. 

But again, I think you heard Mr. Huang speak to this 

that -- what we don't want to have happen, and certainly not on 

the current briefing -- we'd want to brief more -- is some kind 

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of ruling that (b)(4) applies to anything FERC puts its fingers 

on, and that's something we can't abide without further 

briefing. But again, I don't know that you need to go there, 

Judge, to rule on this matter. 

Our point is, the stay applies but it shouldn't be 

lifted because we think judicial economy is best served by 

letting the QF proceeding go forward on the primary/secondary 

resolution such as it may be, and then if there needs to be 

further proceedings for damages, we agree with you, Judge. We 

don't think you should be the one. Frankly, I don't know that 

you could be the one that makes the decision on whether, or 

what the amount of damages would be, but again, at that point 

we'd have rulings. 

This happens every day in bankruptcy cases where maybe 

the debtor would reach a resolution with the City where it 

wouldn't need to have a proceeding go forward. So those are 

the reasons that we put forth as to why the stay, which we 

believe applies, should not be lifted. 

THE COURT: Okay, but look, you said a couple times 

you want to do further briefing on the 362(b)(4) question, and 

I've been asked by Mr. Tredinnick for the City to -- well, I 

could just grant relief from the stay. 

So the question is -- and Mr. Huang obviously is 

concerned about any confusion and, I think, quite properly is 

trying to draw a distinction, but the question today is what 

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goes forward and what's stopped. If I just don't cross the 

bridge, the 362(b)(4) bridge, and say if there's a stay, I 

grant relief from stay and things go forward, recognizing that 

the City's own lawyer conceded that if and when there's a 

determination of a monetary liability, the stay then is 

applicable, and FERC is not put off by that either. 

So why should --

MR. TSEKERIDES: No, and Your Honor --

THE COURT: Why shouldn't I do that? In other words, 

you told me that if the sequence is QF is going to be done in a 

nice fast track like next January -- God knows when the damage 

calculations might be done -- why not let this thing start to 

go forward; what's the harm to Utility to treat this piece of 

the litigation like it would have gone had there been no 

bankruptcy?

MR. TSEKERIDES: Well, and again, just to put a fine 

point on it, the reason I mention the further briefings are, 

Judge -- and I think I've mentioned this a few times -- is only 

if you decided to rule on (b)(4). If you decide not to do 

that, then obviously, we don't need the further briefing. 

But let me ask -- answer your question why not now. 

And I think why not now, the answer to that is because we have 

this QF proceeding. If the debtor wins on the QF proceeding, 

there will never be a damages calculation. 

THE COURT: Yeah, but I have to think that there's a 

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judge in Washington, D.C. called an ALJ, and he or she knows 

how to manage the dockets, and you don't start trying the 

second phase of the case if the first case is dispositive. 

And so if we use this as a analogue in a civil action, 

if I had a lawsuit pending before me and I was told that it's 

going to be all sorts of stuff until next January when 

liability will be determined, and after that we're going to 

have a three-day or a three-week or a three-month trial on the 

calculation of damages, I probably would say okay, let's start 

with liability first. 

And why isn't that the same analysis that should be 

done here? Why should --

MR. TSEKERIDES: Well --

THE COURT: -- FERC or the ALJ determine PG&E's 

damages -- or CCSF's damages until it determines whether it's 

liable in the first place? 

MR. TSEKERIDES: Well, the answer is, Your Honor, that 

unlike a case that might just be in civil court, you're the 

bankruptcy judge that the debtor is asking you to help it avoid 

having to spend resources that it doesn't think it should have 

to spend. 

So you're controlling cases that go forward against 

the debtor, and we're asking the Court, don't lift the stay 

because if you do, now we're at the whims of this other judge 

who may or may not look at it the way -- they're not going to 

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be focused on whether or not they're preserving the debtor's 

estate. They're going to be focusing on whatever they focus 

on. 

You're the only judge who is focused on the debtor's 

estate and preserving its assets. And what we're saying is, it 

doesn't make sense to us to have to go through that and hope 

that maybe we can convince this FERC judge not to make us spend 

resources that we shouldn't. That's why we're asking you in 

the first instance not to lift the stay, and saying what's the 

harm to the other side?

Look, if we win, they don't get damages. If they win, 

it's not going to be that hard to figure out where we go from 

there. 

THE COURT: Is there a way to get a consent? Can a 

party such as CCSF consent to a sequencing so that the damage 

issue is deferred until the liability is determined, much like 

you could stipulate in a civil case?

MR. TSEKERIDES: I don't know the answer from a FERC 

perspective, but it would seem logical to me that two parties 

fighting about something would be able to work things out. But 

that's just sort of my off the cuff, what seems practical --

THE COURT: Mr. Tredinnick --

MR. TSEKERIDES: -- but I couldn't tell you if that's 

allowed. 

THE COURT: Mr. Tredinnick, can you or your co-counsel 

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answer that simple question? Where'd you go, did he leave? 

There you are. Do you -- is there a simple answer that the 

parties can just agree to a sequencing of the way the 

proceeding goes forward. And your co-counsel can answer it if 

it's easier; that's fine with me. 

And let me just get your name for the record. You 

were introduced before, but on the record here. 

MS. MUELLER: Your Honor, Theresa Mueller, deputy city 

attorney for San Francisco.

THE COURT: All right, Ms. Mueller, so is there a way 

to do it like real people do in the real world? 

MS. MUELLER: Sure, yeah. Those kinds of 

considerations apply in FERC cases just like they do everywhere 

else. So there will be some kind of sequencing of the cases. 

The parties can agree and recommend certain things. The ALJ 

doesn't have to accept them, but typically they do. 

THE COURT: If you say to the ALJ we'd like to try 

this case in reverse, we'd like to do the damage trial first 

before we go to liability, they'll say, that sounds good to me?

MS. MUELLER: I'm not sure they would say that. 

THE COURT: I don't think so. 

MS. MUELLER: And I don't think we would propose that 

either. 

MR. TSEKERIDES: I don't think we would agree to that 

either, yeah. 

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THE COURT: Say again, Mr. Tsekerides? 

MR. TSEKERIDES: I don't know that we'd agree to a 

reverse bifurcation, Judge, but --

THE COURT: I wouldn't either. Okay --

MR. TSEKERIDES: Yeah. 

THE COURT: -- so Ms. Mueller, the point is, it's 

obviously up to the judge. But at some point -- and would you 

agree that it's a sensible approach and you would explore that 

with the debtor's counsel if this goes forward? 

MS. MUELLER: We would be happy to explore something 

like that with them. I mean, the thing that I think is 

problematic about their position is -- look, the QF case and 

the complaint case are not the same. The complaint case is 

much bigger. It covers more issues and more facilities, and 

the QF case does not. 

THE COURT: Right. 

MS. MUELLER: So it's not clear that the QF case will 

resolve liability. 

THE COURT: Well, but if you get an adverse ruling in 

the QF case, that undoubtedly narrows your entitlement in 

what's left, right? By definition. 

MS. MUELLER: It would, yes. 

THE COURT: Yeah. 

MS. MUELLER: And the other thing that I would just 

note, part of why the City is concerned about any delay to 

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moving forward is that new facilities are being delayed every 

single day, so the list is growing. And that's the harm that 

we're more --

THE COURT: So then -- well, your potential damage 

claim is increasing, right? If the City is entitled to a 

recovery, the number's going up, right? 

MS. MUELLER: That is true, but this is one of those 

cases where just getting the money later doesn't really 

recompense the delay for facilities getting electricity.

THE COURT: No, I understand. I understand. 

Okay. Anyone else? 

MR. TREDINNICK: Unless Your Honor has any further 

questions --

THE COURT: No. 

MR. TREDINNICK: -- I don't think we have anything to 

add.

THE COURT: Now I'm going to go ahead and let this go 

forward. I'm satisfied that -- and I don't think that it's 

blank and white where I can draw a line down the middle of this 

case and say this is all 362(b)(4) on the left and this is 

enforcement on the right -- I mean, monetary enforcement. 

And again, I was the trial judge in PG&E 1 on the 

matter that's quoted involving the City of San Francisco and 

PG&E, but a different issue. And the Ninth Circuit left my 

decision in place for the most part, but it's not that simple 

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to break it into compartments. And to me -- although I am not 

going to pretend that the company is only in bankruptcy to fix 

and deal with the wildfire claims; it's dealing with all of its 

issues, and indeed, there may be all kinds of litigation coming 

down the road in other areas, so I'm not going to just have the 

view that everything else is automatically up for grabs.

And so Mr. Bray's statement about taking it on a caseby-case basis is probably good advice at this point; it's still 

early in the case. But to me, hearing the stakes are high for 

the City and the utility, PG&E, is culpable -- I mean, if 

culpable, then it's going to have to pay the piper anyway, and 

so the better thing to do is to keep the matter moving forward. 

So I think taking the advice from Mr. Huang and Mr. 

Tredinnick, I'm prepared to say that I will -- whatever stay 

applies, I will modify so that CCSF can pursue all of its 

remedies as identified in the papers. Whether it be what we 

call the QF, which interestingly enough, those of you that were 

in the first bankruptcy we had, QF meant something else then, 

and it was a big litigation item in those days, but also the 

2019 proceeding; but up to the point when, as you heard Mr. 

Huang say, if and when FERC rules that the City is entitled to 

a monetary recovery, that's where FERC's concerns should end 

and the City's rights are governed by bankruptcy principles or 

whatever might exist. 

Who knows, maybe there'll be a confirmed plan then, 

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maybe there'll be something else, and Mr. Tredinnick, the 

ball's going to be in your court with Ms. Mueller to work with 

Mr. Huang and Mr. Tsekerides to come up with an order that --

in my view, and again, many of you who know me know this is 

important to me. I believe our court must give clear signals 

to other courts, and I have been in many cases where I'm 

worried that a state court judge maybe not understand the 

ramifications of ruling one way or the other. 

So my order has to make it clear what is fair game and 

in a sense, in layperson's sense, fair game for FERC and its 

ALJ and the commission and everybody else, to bring this 

dispute to a point where either the Utility -- I mean CCSF is 

entitled to nothing, in which case -- or nothing by way of a 

monetary recovery, and that's one outcome. And if they're 

entitled to a monetary recovery in some way, whether it be 

offset, refund, future whatever, that that be protected by the 

bankruptcy stay and this Court's jurisdiction. 

So I presume you can come up with a form of order that 

does that.

MR. TREDINNICK: Yes, Your Honor, just one point of 

clarification. You stated that the matters that were detailed 

in our pleadings -- there was one other matter that was not, 

that was detailed in the pleadings but was not discussed today, 

and that's the 2014 complaint that's been pending with FERC --

THE COURT: Well --

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MR. TREDINNICK: -- for some period of time --

THE COURT: -- but it's still pending --

MR. TREDINNICK: -- and that will be -- yeah. 

THE COURT: Yeah. 

MR. TREDINNICK: But that would be included within 

this order. 

THE COURT: Yes. 

MR. TREDINNICK: Okay. 

THE COURT: I mean --

MR. TSEKERIDES: Well -- and well, Your Honor -- I 

mean, hold on a second. I mean --

THE COURT: Okay. 

MR. TSEKERIDES: They had filed a complaint that we

tried to stay. And I think we have to be mindful of what we're 

dealing with. We had a target to shoot at and that's only the 

complaint proceeding. I don't think they should try to use 

this and we'll deal with it when we get a draft as an 

opportunity to start throwing in whatever they can think of. 

THE COURT: Well, let me take --

MR. TSEKERIDES: I mean --

THE COURT: Let me look --

MR. TSEKERIDES: There's a specific --

THE COURT: Let me look -- take a second and look at 

the original motion. 

Mr. Tredinnick, where would I -- where's that 

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referenced in the motion? 

MR. TREDINNICK: Well, I would have to grab the 

motion, Your Honor. But this was detailed. This was detailed 

in --

THE COURT: Well, right in paragraph -- on page 3, 

it's the 2014 complaint --

MR. TREDINNICK: That's right. 

THE COURT: -- and related disputes regarding the WDT 

service. That's what you're talking about. 

MR. TREDINNICK: That's exactly what I'm talking 

about, Your Honor. 

MR. TSEKERIDES: And my point, Your Honor, is that 

they've moved to lift the stay for a complaint proceeding to go 

forward. That's -- whatever's in the complaint is what we 

should be dealing with --

THE COURT: Mr. --

MR. TSEKERIDES: And whatever we move to --

THE COURT: No, you're overstating it. They moved for 

a ruling that the stay doesn't apply it, but if it does, to 

grant relief from stay. So I tried to avoid --

MR. TSEKERIDES: But we'll see what's in the order, 

and Your Honor, I do want to make one observation. We 

understood and what -- we'll take this going forward that the 

responses that we sent in in advance were preliminary, and I 

appreciate you're going to rule the way you're going to rule. 

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But I think going forward, then, it's going to require 

the debtors to put in more -- we would have put in a twentypage brief too with perhaps some declarations on these issues. 

So I think going forward, so there's no surprises, given that 

you ruled today, we're going to need then to file more fulsome 

pleadings the five days beforehand. 

THE COURT: Well, you can do that, but keep in mind 

that we didn't even -- I can grant relief when I believe 

there's a basis to, with no written opposition, and all I'm 

trying to do in my request that there be written opposition is 

just so I can be prepared. And I'm not going to say it can't 

be twenty pages; two pages or twenty pages, I need to be 

informed of the issue. 

And the motion -- I can't grant more than the motion 

asks for. The motion asks for relief to go forward and either 

say that 362(b)(4) is inapplicable, or if it is applicable, 

that it's modified, so I'm granting it. 

So again, we'll deal with it the next time around. If 

you feel you need to file a longer brief, do it. But what I'm 

not going to do is waste my time with a final hearing. 

Remember, preliminary hearing, final hearing -- those are the 

terms for relief from stay, and if I determine that relief from 

stay is proper on a -- if I had a preliminary hearing, that's 

the end of it. 

So look --

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MR. TSEKERIDES: Okay, well, we'll be guided 

accordingly. 

THE COURT: This is as they say in the Marines, this 

isn't a hill to die for. Save your next --

MR. TSEKERIDES: No, no, I agree. I agree. 

THE COURT: Okay. 

MR. TREDINNICK: Thank you, Your Honor. 

THE COURT: All right, thank you. 

Mr. Karotkin, I'm sorry. Do you want me to take a 

break or should we go to the next one. I mean, these are 

taking longer than I thought. 

MR. KAROTKIN: Could we take five minutes? 

THE COURT: Yeah, okay. Well, let's take about ten, 

just because of the number of people here --

MR. KAROTKIN: Okay. 

THE COURT: -- and people take a personal convenience 

break, so a ten-minute break for everyone. On the phones, 

we'll keep the phone open. 

(Recess from 10:53 a.m. to 11:06 a.m.)

THE CLERK: All rise. 

THE COURT: Mr. Karotkin, I think I garbled your name 

when I left. I apologize for misstating your name. All right, 

who's the candidate next up by your determinations? 

MS. TRAN: Good morning, Your Honor. Hong-An Tran with 

Weil, Gotshal on behalf of the debtors. I think next on the 

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calendar is the Gelman distinguishment. 

THE COURT: Okay, I'll take the Gelman case. Do we 

have counsel here on Gelman? 

MR. WESSEL: Yes, Your Honor, I'll be up there in a 

moment. 

THE COURT: Okay. Morning. 

MR. WESSEL: Good morning, Your Honor. 

THE COURT: If you're more comfortable arguing from 

counsel table, that's fine. There's a microphone there. You 

don't need to stay if --

MR. WESSEL: Well, I can handle standing. 

THE COURT: Well, I mean, I want you to be comfortable 

and all you need to do is be near a microphone. 

MR. WESSEL: So I'm equally uncomfortable sitting or 

standing these days. 

THE COURT: Well, do we have any other choices? 

UNIDENTIFIED SPEAKER: Lying down, which is what I was 

doing this morning, but then I had to get up and travel up here 

for the hearing. 

THE COURT: I need your name for the record. 

MR. WESSEL: David Wessel on behalf of the moving 

parties, the Gelmans. 

THE COURT: All right, Mr. Wessel, do you want to make 

any argument? And I'm familiar with the background, so I mean, 

just focus on --

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MR. WESSEL: Well, (phonetic)Your Honor, it seems 

clear from the Plummout (ph.) and I'm probably butchering the 

name, the Plummout and Landmark Fences cases that a showing of 

a pending action with multiple defendants is in fact a showing 

of cause for lifting the stay, a prima facie showing. 

At that point, the burden shifts to the debtors to 

show prejudice to the bankruptcy proceeding. So the Gelmans 

have made a showing of a pending action, an action that was 

pending for two years before the filing of the bankruptcy 

action. 

THE COURT: You heard -- were you here for the earlier 

hearing? 

MR. WESSEL: Yes. 

THE COURT: Were you -- did you happen to hear the 

counsel for the creditor's committee making a pitch about 

treating the creditors sort of collectively? I mean, the FERC 

matter that I just spent time with is very specialized, but 

some of his questions and comments were probably equally 

applicable to someone in your client's position like lots of 

other people that have suffered torts. Your client's sort of 

on a faster track or a more advanced track, but not compared to 

some. So what should I do about that? 

MR. WESSEL: Well, the problem is, Your Honor, that 

the Gelman's case is actually unique, even though that is not a 

Curtis factor. It's unique because it is more than two years 

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old and we have two defendants that are not subject to this 

Court's jurisdiction. 

THE COURT: So why aren't you going against them? Why 

didn't you bifurcate and go to trial against the other two? 

MR. WESSEL: Because those two defendants are 

contending that PG&E was at fault for our client's --

THE COURT: Of course, they always do. But don't you 

have a prima facie case against those two defendants? 

MR. WESSEL: Not necessarily, that's what the --

THE COURT: Well, they're defendants, so I mean --

MR. WESSEL: I understand that. 

THE COURT: -- you have some --

MR. WESSEL: But it's not a prima facie case. 

THE COURT: Well, maybe prima facie case is the wrong

way. 

MR. WESSEL: A jury has to decide the case, so --

THE COURT: No, but what I'm getting at is the trial 

judge has the ability to drop the case or to bifurcate and try 

against the two defendants who aren't agreeing, one of whom is 

CCSF, who is here this morning on another matter. 

MR. WESSEL: And that raises the risk of inconsistent 

results, because PG&E will not be a party to that case. So 

PG&E is contending that they're at fault. They're contending 

that PG&E is at fault. 

THE COURT: But you're contending that all three are 

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liable. 

MR. WESSEL: We're contending somebody's liable, and 

they are the ones --

THE COURT: All three or only one? 

MR. WESSEL: Well, we're going to contend that all 

three are liable --

THE COURT: Right, right. 

MR. WESSEL: -- but it may be that the jury will 

decide otherwise. 

THE COURT: Well, no. I understand. But you say 

there's a risk of inconsistent results -- the point is, and 

PG&E, of course, is a large company with complex involvements 

in numerous places, but what if your third defendant was just a 

small corporation with virtually nothing else going on, you 

still have -- or if it had gone out of business or if it had 

gone into Chapter 7, you'd still be able to pursue the remedy 

against the other two, right? 

MR. WESSEL: The problem isn't so much pursuing the 

remedy against the other two, the problem is that when you go 

to trial, you will have an empty chair there called PG&E. 

THE COURT: That's right. 

MR. WESSEL: And they'll be pointing to PG&E in that 

trial. 

THE COURT: And what will you be pointing to? 

MR. WESSEL: Well, we'll try to point to the City and 

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the --

THE COURT: The restaurant --

MR. WESSEL: -- restaurant --

THE COURT: Restaurant, right. 

MR. WESSEL: -- Blue Plantain (phonetic) -- but the 

problem is, of course, that we would want -- we would have 

wanted to point to PG&E. Now --

THE COURT: Well, that's because it's a deeper pocket, 

but the point is, what if -- that's my point. What if PG&E 

were not a deep pocket; what if it were just a small company 

that had virtually no ability to respond anyway? You wouldn't 

hesitate to let them off the hook. 

MR. WESSEL: In this situation, Your Honor, there's 

really no difference in the depth of the pockets. San 

Francisco has a deep enough pocket, and Blue Plantain has an 

adequate insurance policy. 

THE COURT: Then why are you here? I mean, why not --

MR. WESSEL: Because PG&E -- because we may end up in 

the San Francisco Superior Court with a defense verdict for San 

Francisco and Blue Plantain --

THE COURT: Mr. Wessel, there's an automatic stay. If 

I don't modify the stay, there'll be no verdict one way or the 

other, up or down, against PG&E.

MR. WESSEL: Your Honor, the automatic stay doesn't 

apply to the City of San Francisco or --

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THE COURT: Did you hear what I just said? I said 

there'd be no judgment against PG&E.

MR. WESSEL: I --

THE COURT: So trial judges, Superior Court trial 

judges know how to bifurcate and instruct juries to go find up 

or down for plaintiff A and B even though plaintiff C is in 

bankruptcy -- excuse me, defendant, pardon me. 

MR. WESSEL: So from -- Your Honor, in trying a 

personal injury case, we have to say somebody's at fault, all 

right? 

THE COURT: Um-hum. 

MR. WESSEL: If we're trying the case against San 

Francisco and Blue Plantain only, we have to say they're at 

fault. They could get a defense verdict. Then we'd have to go 

against PG&E, but because it's a different proceeding, PG&E can 

point to San Francisco and Blue Plantain, and they could get a 

defense verdict. They could say Blue Plantain and San 

Francisco are at fault. 

THE COURT: Why would they say that? How would --

MR. WESSEL: Because they're saying it now. 

THE COURT: Well -- I'd like to think that you can do 

a better job of that if you can -- the flip side of that is if 

the chair is empty and you can convince the jury to award your 

client a judgment against the restaurant or the City, you've 

won your case. 

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MR. WESSEL: Well, I'm --

THE COURT: Anyway, another story. 

MR. WESSEL: I'm pleased --

THE COURT: I want to ask you another question.

MR. WESSEL: -- to hear that the Court is so confident 

in my abilities. 

THE COURT: I don't know you. I'm just looking --

look, Mr. Wessel, I have been sitting in this job for a long 

time and I have lots of relief from stays by plaintiff's 

lawyers who have other defendants, and I go against the other 

defendants, and they oftentimes do. 

Let's switch topics. You mentioned in your mind that 

the mandatory extension rules are not applicable; why do you

say that? 

MR. WESSEL: Well, because I think the case law that 

we cited suggested --

THE COURT: Well, what case law?

MR. WESSEL: -- and I'm not saying, oh --

THE COURT: What case law says that mandatory 

extension is not available here? 

MR. WESSEL: Your Honor, I think there's a -- I think 

the statute says that, but if -- and I looked at -- I'd have to 

look at my papers because I've already resolved it in my mind 

as not applicable, which is why we're asking for a permissive 

extension. 

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THE COURT: Well, you know Ms. Tran's going to ask me 

not to raise a defense that you didn't raise, but I have to 

read the law and I'm of the opinion that this case might very 

well call for mandatory extension. 

MR. WESSEL: Yeah, I apologize if I --

THE COURT: But when you don't ask for it, I'm going 

to ask you again why you didn't ask for it. 

MR. WESSEL: I apologize again, but my recollection is 

that it was clear that it was not applicable in this case. 

THE COURT: Well --

MR. WESSEL: Okay, I think that --

THE COURT: Well, you had it. This case might have 

gone to trial already but for the illness of one of the defense 

counsel, right? 

MR. WESSEL: Correct. 

THE COURT: And so --

MR. WESSEL: Well, actually, it would have been -- it 

would have taken place. You're right. It would have gone to 

trial already. 

THE COURT: So -- and therefore, it's an action that 

was filed before bankruptcy. It involves a matter that should 

be decided on an expedited -- or not an expedited, but a 

routine basis with -- the current trial date is when; end of 

the year? 

MR. WESSEL: December 16th, Your Honor. 

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THE COURT: Okay, so -- and if PG&E had not been in 

bankruptcy, there'd be no basis to bring this -- to have the 

federal court determine this matter, right? 

MR. WESSEL: Absolutely. 

THE COURT: So I mean, it may be extension is 

technically incorrect in the sense that there is nothing that's 

pending here from which to abstain, but the point is, relief 

from stay and extension are very similar. 

MR. WESSEL: Yes. 

THE COURT: So okay. Well, let me hear what Ms. Tran 

has to say, and then I'll come back to you for closing comment. 

So Ms. Tran, let's mix -- I mean, I understand that 

mandatory extension and relief from stay, much like remand, 

they all are kind of -- they all kind of get mixed together, 

but this is a personal injury case, right? 

MS. TRAN: That's correct. 

THE COURT: So it seems to me that I have a choice of 

granting relief from stay to let this matter get litigated in 

the Superior Court, or I switch it to the District Court 

because I can't try this case here, can I?

MS. TRAN: So Your Honor, I think first, we believe 

that the motion should be denied outright because they have 

failed to meet their initial burden of establishing cause for 

lifting stay. 

THE COURT: Really? They've got an injury -- a person 

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who was injured two years ago would have gone to trial but for 

illness of counsel. I mean, what else do you want them to say?

MS. TRAN: Well, actually the circumstance here are 

not different than any other tort claims, and with respect to 

the trial, the motion concedes that the proceeding has not 

progressed to the point where the parties are prepared for 

trial. There's still discovery. 

THE COURT: It was set for trial. 

MS. TRAN: It was set --

THE COURT: And one of the defense counsel was ill, 

right? 

MS. TRAN: It has been continued twice, and it's set 

for trial in December. 

THE COURT: Was it set earlier except for counsel's 

illness? 

MS. TRAN: I believe that's what it says in the 

motion. 

THE COURT: DO you have any facts that say that's not 

true? 

MS. TRAN: But the fact is now that it's currently 

scheduled not until December of this year. 

THE COURT: Right. 

MS. TRAN: And there's no indication that it would not 

be continued again. 

THE COURT: Well, there's no indication either way. 

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MS. TRAN: That's correct, Your Honor. 

THE COURT: Okay. 

MS. TRAN: And so applying the Curtis factors, the 

Gelmans have not demonstrated cause for relief from stay here, 

and with respect to your question about your decision on, or 

whether you can decide cases for personal injury cases, I think 

that's a question more about timing and sequencing. 

THE COURT: Really? It's -- am I going to get an 

Article III appointment in the meantime? I mean, where do I 

get to decide a personal injury and wrongful death case? 

MS. TRAN: No, I just mean more that this is an issue 

or a question that's not -- that you don't necessarily need to 

decide today, and that given the fact that there is a bar 

motion that's been filed and that there's a requested bar date, 

it doesn't -- there's nothing that would prevent you from 

continuing the hearing on this lift of stay motion until after 

the date to decide whether or not a lift of stay would make 

sense there. 

THE COURT: So I let the bar -- so the bar date comes 

and then they have to file a claim, and then you'll argue to me 

that they shouldn't abstain because they filed a proof of 

claim. So this is kind of a trap, right? 

MS. TRAN: No, I'm not saying that they have to file a 

proof of claim; I'm just saying that at the very least, Your 

Honor should wait until after the bar date to see where we are 

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in the restructuring process, and where we are with the various 

claims that are coming in --

THE COURT: Okay, in the --

MS. TRAN: -- to see if it makes sense at that point. 

THE COURT: In the opposition, the author wrote --

well, maybe Ms. Kim wrote it, I don't know. 

MR. WESSEL: Ms. Kim's not that clear, Your Honor. 

THE COURT: "Granting the Gelmans relief from the 

automatic stay would prejudice the interest of other creditors 

and interested parties"; is there any basis for that statement, 

any facts to support that statement? 

MS. TRAN: Well, I -- first of all, Your Honor, I 

think that granting relief from stay here would risk opening 

the floodgates of other -- over a hundred other non-wildfire 

tort claimants --

THE COURT: It might. 

MS. TRAN: -- to request relief from stay. 

THE COURT: It might. 

MS. TRAN: And that in itself is a prejudice to the 

estate --

THE COURT: Do you know what --

MS. TRAN: -- in having to deal with --

THE COURT: Do you know what happened in PG&E 1 when I 

had a similar request? 

MS. TRAN: I think you mentioned earlier that you 

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allowed all of those claims to go forward. 

THE COURT: You ever heard of Erin Brockovich? Well, 

she wasn't here, but people similarly situated, and I can't 

remember the number, but it was a big number. And guess what, 

I had to decide back to Superior Court or up to the District 

Court. Guess where they went? 

MS. TRAN: I understand that, Your Honor. 

THE COURT: But I mean, why is that different, 

seriously? I'm not making light of this, and I appreciate your 

argument, but the point is, you make some pretty broad 

statements here that I have to ask you to focus on, and I'm not 

joking about who wrote it. I don't care who wrote it. 

The statement is made that granting this motion would 

force the debtor to devote resources to address the Gelman's 

claims ahead of thousands of other tort claimants. Well, that 

may be partially true. But then it says, "and there's a real 

possibility that dollars spent on defending the Gelman action 

should be allowed to" -- "should it be allowed to proceed, will 

diminish the total dollars available to pay in compensation to 

all claimants." Are you admitting that the debtor is 

insolvent? 

MS. TRAN: No, I think what the point of that 

statement is, is that any sort of resources that need to be 

devoted to litigating claims like the Gelmans is going to 

prejudice the estate, and it would prejudice potentially other 

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creditors who aren't rushing to the courthouse for relief from 

stay. 

THE COURT: But how would it prejudice them? 

MS. TRAN: I think it's a divesting of resources that 

otherwise might be available. 

THE COURT: There's outside counsel defending this 

case before bankruptcy, right? 

MS. TRAN: That's correct, Your Honor. 

THE COURT: So they're there, and then if the judge 

calls the case to trial, if counsel's ready, if there's some 

more discovery -- and there seems like there's been a lot of 

discovery already, and I'm not making light of Ms. Gelman's 

injury, but it sounds like there's been depositions and 

discovery and experts and --

MS. TRAN: And I believe there's still discovery --

THE COURT: What else is there to do?

MS. TRAN: I think there's still discovery remaining, 

as the motion states that there are still various depositions 

that need to be taken.

THE COURT: Is that your understanding, Mr. Wessel, 

there's still -- you can stay -- you can remain seated. Is 

there a lot of pre-trial discovery to go forward after all 

that's happened? 

MR. WESSEL: Principally expert depositions, Your 

Honor, because we were about to --

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THE COURT: I need you closer to the microphone. Just 

pull the microphone closer so we'll pick you up. 

MR. WESSEL: Expert depositions, Your Honor. We were 

just about at expert disclosure when the counsel for the City 

notified us of the health problem. 

THE COURT: Okay. And is that counsel back from their 

health problems; is the City's counsel back?

MR. WESSEL: I don't recall when counsel for the City 

was supposed to return from the health problem. 

THE COURT: So if I were to grant relief from stay, it 

sounds to me like the case still wouldn't necessarily move 

along because of that, right? 

MR. WESSEL: I suspect that counsel for the City will 

be back shortly, and the concept was that we were going to move 

it along. We picked -- everybody picked the December 16th 

trial date --

THE COURT: Okay. 

MR. WESSEL: -- so it would move along. 

THE COURT: Okay. So Ms. Tran, go back to this. I 

understand. And look, this is the case involving -- the 

Brockovich-type claims was a large number of claims, and this 

is one case that has come up on a motion. There have been just 

a couple, as you know, that are similar that have been dealt 

with already, but what's going to be different? 

In other words, I anticipate from statements made 

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yesterday by counsel, both your co-counsel and for the tort 

committee, that there may be a broader approach to deal with 

claims resolution process, but I haven't any clue at all on 

whether that's going to reach out to individuals who have 

nothing to do with fires; they suffered their own harm. 

I'm not saying PG&E's culpable or not, but they might 

be, and so what's going to be different as far as you are 

concerned? Because again, if they get relief from stay, it 

will only be to liquidate the claim. 

MS. TRAN: Sure, and that's exactly why we asked that. 

If you're not inclined to deny the motion today, that you 

should at least continue the hearing so that PG&E and other 

interested parties can propose an orderly and systematic 

approach in dealing with these sort of non-wildfire tort claims 

to the extent that you feel like a mandatory extension night be 

appropriate here. 

And to that point, we do cite in our papers the 

Conejos case which specifically says a finding of mandatory 

extension does not preclude denial of relief from stay. 

THE COURT: No, that's true, that's true. But the 

point is this is one of those things where at least -- it's a 

personal injury claim, there's no doubt about that. And there 

may be some courts that believe that the plaintiffs or parties 

can consent to that. Others might say that it cannot be 

consented to. And there is a jury right, and that's another 

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consent issue, so if I assume -- and this is third parties, and 

so --

MS. TRAN: Sure. 

THE COURT: -- it's a coincidence that one of those 

parties was -- through counsel has been in court all morning, 

but that has nothing to do with anything, and so I can't --

even if Mr. Wessel said we consent to the jury trial in the 

bankruptcy court, that wouldn't mean it would happen because 

two other defendants would be affected --

MS. TRAN: Sure. 

THE COURT: -- and PG&E might not consent, and so it 

comes down to well, if I don't do it now, what's going to 

happen differently? And so your suggestion that I wait is 

tempting, but how long do I wait? What do I know is going to 

happen?

MS. TRAN: And to your point that there are -- and 

currently there are over a hundred cases that are very similar

to the Gelman's --

THE COURT: Um-hum. 

MS. TRAN: -- in that it's a personal injury or injury 

to property of non-wildfire --

THE COURT: Yes, I didn't know the number, but I'm not 

surprised --

MS. TRAN: -- and more than half of those involve codefendants, and so I think, first, there's nothing that's any 

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special circumstances about the Gelman's case that should 

warrant lifting the stay here, and so because there are so many 

other similarly situated tort claims, we think it would be 

productive to have time in order to --

THE COURT: Come on up, you're getting a helper. Mr. 

Karotkin? 

MR. KAROTKIN: Can I say something? 

THE COURT: Yes, sir. 

MR. KAROTKIN: I didn't sign the pleading, but I want 

to say something. 

THE COURT: No, no, no. I want you to say what you 

want to say. 

MR. KAROTKIN: Thank you, Your Honor. Stephen 

Karotkin, Weil, Gotshal & Manges for the debtors. 

I think as is typical in other cases when you have 

situations like this, is typically what would happen, 

particularly when there are 150 pending cases, is that 

litigation would not go forward. 

In the claims process, as Your Honor well knows, if 

claims are filed -- and I acknowledge that you can't adjudicate 

these personal injury claims, but as claims are filed, as you 

well know, in the bankruptcy process, that facilitates a 

settlement of the claims. 

THE COURT: It does. 

MR. KAROTKIN: And that's kind of what we're saying. 

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THE COURT: And by the way, so does the trial date. 

MR. KAROTKIN: And so -- I acknowledge that, so does a 

trial date. But, again, what we're potentially facing here is 

after -- if you were to grant this motion 150 other people come 

into court with that litigation pending in 150 state court 

actions, the insurance coverage, Your Honor, does not cover 

defense costs, and there's a huge deductible.

And, again, as you well know probably better than 

anybody, once the filing of credit claims process moves forward 

that facilitates an orderly settlement negotiation with respect 

to these claims to get them allowed into bankruptcy court at a 

number to be addressed in the plan without all of the costs 

associated with the litigation. And that's what we're trying 

to accomplish here simply.

THE COURT: But there is an issue of litigating the --

I mean, liquidating the claim.

MR. KAROTKIN: And, again, as Ms. Tran indicated, 

if -- and, again, I think this would be unusual. If we come to 

the point where we can't resolve those claims in the context of 

the process before this Court, you can always modify the stay 

or let it go forward. That's all we're saying.

THE COURT: What's the current plan on -- I mean, I 

know there's a motion in the pipeline to set the bar date, but 

I haven't focused on it. What's the --

MR. KAROTKIN: We have requested that the bar date be 

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set at September 16th, I believe.

THE COURT: September 16th.

MR. KAROTKIN: Other parties may have views on that.

THE COURT: But whether it's September 16th or some 

other date in this calendar year, nothing's going to happen 

quickly in terms of this next phase, there's communication and 

negotiation and so on. It may be, but it's not going to just 

suddenly on the 17th you're going to have answer. I mean, if I 

knew -- and if we all knew there was going to be a plan that 

might be something else, but that's immature.

MR. KAROTKIN: But, again, we're talking about the 

normal negotiation in the claims process which always takes 

place. And you can revisit this. First of all, they're not 

ready for trial, they have to take expert depositions. You can 

revisit this at the appropriate time, and it's not going to 

delay -- if you then decided that this trial should go forward 

it's not going to delay anything.

THE COURT: Well, and I think --

MR. KAROTKIN: Again, I think what we're concerned 

about is --

THE COURT: -- it might --

MR. KAROTKIN: -- if you were to grant this motion we 

got another fifty other people coming forward.

THE COURT: No, I -- and I'm -- Mr. Karotkin, I'm 

mindful of that and you're not preaching to somebody who isn't 

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listening to you. But I don't -- I can't sort of keep the time 

safe from the Gelmans, it's going to move too. And so if we 

revisit this in September or November who knows where that 

trial will be. And I agree it might be the same boat for a 

hundred other cases, and thousands more fire claimants. I'm 

not unaware of that.

Mr. Wessel, did you want to say something? Again, 

just stand near a microphone, I don't want to make you jump up 

and down if it's inconvenient for you.

MR. WESSEL: Your Honor, you were talking about the 

prejudice to the Gelmans from the risk of inconsistent results. 

But there's also the prejudice of having to try the case in two 

proceedings.

THE COURT: Yeah, but you said -- you keep saying that 

as though you don't think you can win against the other 

defendants. And the fact is if you can win against those other 

defendants you should be out there doing it --

MR. WESSEL: Okay.

THE COURT: -- and not worrying about this process.

MR. WESSEL: Your Honor, what can happen from a 

practical standpoint is we can go to trial against San 

Francisco and Blue Plantain and win.

THE COURT: That's right.

MR. WESSEL: They could be found partially at fault.

Then we still have to go against --

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THE COURT: I don't know, it depends how much you win.

MR. WESSEL: We still would have to go against PG&E, 

because --

THE COURT: Why? Why would you have to?

MR. WESSEL: Because they would have a percentage of 

fault.

THE COURT: Why would you have to if you got an 

adequate recovery from the other defendants?

MR. WESSEL: This -- and we're talking about 

speculation here, Your Honor. But what I'm dealing with is 

right now, we have to get ready for a trial. We have a threeyear statute.

THE COURT: No, you don't. It's --

MR. WESSEL: Yes, there's a --

THE COURT: -- it's tolled by the bankruptcy.

MR. WESSEL: No, because there's no --

THE COURT: Mr. Wessel, it's tolled --

MR. WESSEL: -- stay against the city.

THE COURT: It's tolled by this defendant, not the 

others.

MR. WESSEL: But you see, we have to proceed against 

the other defendants.

THE COURT: Again, I don't know how many times I have 

to tell you you have that option, you just don't want to accept 

it. But you have that option. And I don't understand why you 

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aren't interested in doing that. But you'll have to make your 

own call on that. I have to decide yes or no on this debtor 

and this stay, and I can tell you early in this case the 

debtor, through other -- on these counsel, but in other 

proceedings sought to stay certain actions against other 

parties, your client wasn't on that list.

So in other matters, where there were other 

defendants, there was a stay entered. But here nobody asked, 

and no one has asked to this moment that I stay the action 

against Blue Plantain and CCSF. But if you choose not to do it 

that's your choice, I'm not going to try to talk to you into 

it, other than to tell you it's a choice. 

MR. WESSEL: Well --

THE COURT: All right. Well, and if you want to make 

any further argument about -- now you've heard --

MR. WESSEL: Yes.

THE COURT: -- Mr. Karotkin and Ms. Tran say what they 

say.

MR. WESSEL: Yes. With respect to -- so they tried to 

make a case for prejudice, but they haven't done that. So 

we --

THE COURT: Well, I think they have, because what 

they're reminding me is if that I grant relief from you there'd 

be a hundred more. And that might not be what the Gelmans want 

to hear or you. But I can't ignore that, and the debtor's 

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counsel can't ignore that.

MR. WESSEL: Those hundred more can move for relief --

THE COURT: Yes.

MR. WESSEL: -- regardless of what the Court does with 

respect to this motion.

THE COURT: That's correct.

MR. WESSEL: And so the point is with respect to this 

particular case, the Gelmans' case, granting relief is not 

going to really increase the costs to the bankruptcy estate 

because if we proceed against San Francisco and Blue Plantain, 

we will have to take the deposition of PG&E and the Court will 

allow that, because --

THE COURT: The law allows that.

MR. WESSEL: Right. So we will have to take the 

depositions of PG&E, PG&E will have to have --

THE COURT: I thought you said all that was left were 

experts.

MR. WESSEL: Ex --

THE COURT: Why would you take --

MR. WESSEL: So I pointed out the --

THE COURT: Why would you be taking PG&E --

MR. WESSEL: I pointed out in the moving papers, Your 

Honor, that we had noticed the deposition of PG&E, but PG&E 

refused to show up.

THE COURT: Mr. Wessel, I don't memorize every word 

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that people argue. I asked you what was left, and you said 

there were expert testimony. If you're telling me there's 

still discovery against the PG&E percipient witness, okay, 

that's your representation, I'll take it.

MR. WESSEL: And on top of that -- so PG&E will have 

lawyers at that deposition, and PG&E will likely want to -- may 

want to sit in on the experts, or get the transcripts of the 

depositions of the experts for their lawyers. And if PG&E 

witnesses are called at trial PG&E lawyers will have to prep 

them, and PG&E lawyers may be at the trial. 

All of this -- we will -- all this will cause PG&E to 

incur litigation costs even if PG&E is not part of the trial. 

And --

THE COURT: All right. I'm going to take the matter 

under advisement. I'll give you a ruling here very shortly. 

But I'm going to give this some thought.

MR. WELSH: Your Honor --

THE COURT: Yes.

MR. WELSH: -- may I be heard?

THE COURT: Who's that? Who's speaking?

MR. WELSH: My name is Leonard Welsh. I'm an attorney 

in Bakersfield, California and I represent a number of 

nonwildfire personal injury claimants also.

THE COURT: Mr. --

MR. WELSH: I am not a party to this motion --

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THE COURT: Mr. Welsh, I'm not going to hear from you 

on this subject, you're not a party to this motion and I'm not 

going to turn this into a discussion about what to do about the 

other victims. I'm sorry, I'm not going to turn that into --

we have other matters on the calendar today. So I hate to be 

rude, but I'm not going to hear your comments.

MR. WELSH: I understand, Your Honor.

THE COURT: So the matter's --

MR. WELSH: Thank you.

THE COURT: All right. All right. The matter stands 

submitted.

MR. WESSEL: Thank you.

THE COURT: I will act on it quickly I promise you.

Mr. Karotkin, we're going to go to collateral or term, 

your call?

MR. KAROTKIN: Collateral, Your Honor.

THE COURT: Okay. Mr. Lapping.

MR. LAPPING: Good morning, Your Honor. Richard 

Lapping on behalf of Valero Refining Corporation-California 

(sic).

THE COURT: And who's appearing for the debtor? 

You're doing that again Mr. -- Mr. Lapping, preliminary 

question. You have -- we're showing on the calendar at least 

the motion to -- regarding the sealed documents. But you --

did you really want to be heard on that, it was --

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MR. LAPPING: Not -- well, Your Honor --

THE COURT: Those are typically granted if 

everything's in order, and I haven't heard any opposition.

MR. LAPPING: Right. We had a stipulation that we 

could submit the insurance policies that were produced --

THE COURT: Yeah, that's what I thought. 

MR. LAPPING: -- subject to the usual rules. And so I 

filed the motion per the usual rule.

THE COURT: No, but I would have -- typically, those 

motions come in just on an ex parte basis, so -- that's fine, 

I'll grant -- I've already -- I mean, it's already been 

granted, I think. 

MR. LAPPING: Great. Well --

THE COURT: I've reviewed them.

MR. LAPPING: I just wanted to make sure it was on the 

calendar no later than today.

THE COURT: I'm trying to tell you it didn't have to 

be on the calendar. I think I've signed an order. If I 

haven't I will, and I understand. And I've reviewed a portion 

of it in any event, which is what I'm supposed to do.

So you heard -- you heard the arguments from -- in the 

Gelman case, which is not your case, and your case is obviously 

much different. But what's different about it since -- that 

you want me to consider?

MR. LAPPING: Well, what's different is because we 

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have a seventy-five-million-dollar claim and they publicly 

state -- and that's correct, that they have a ten milliondollar SIR, then this claim is not -- it doesn't fit squarely 

within the -- it's all covered by insurance. But the part that 

isn't covered by insurance would then just become a claim if we 

prevail in the litigation. It becomes a liquidated claim for 

whatever the insurance doesn't cover.

THE COURT: But you heard Mr. Karotkin correctly state 

that people start to come to the table when there's a bar 

date -- after bar date, and they negotiate. That may happen 

here too, I understand.

MR. LAPPING: Well, let me give you some background 

then, Your Honor.

During the period the last sixty days we propounded 

discovery about the insurance policies, and also about what 

other claims were pending that would impact PG&E's insurance 

for this particular year, which precedes the year of the 

wildfires. And the answer was that's irrelevant. And I think 

that means that they don't have any claims in this policy here 

that affect these policies. 

So we're essentially the only ones with a claim 

against this insurance policy. And it covers our claim except 

for whatever the SIR is. And they -- you know, they have used 

some of that, and the balance would be used in part for 

expenditure of legal expenses, which we cite the case Santa 

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Clara County Fair Association, that litigation expense per se 

is not grounds for denying relief from stay.

So what we have is we've got this seventy-fivemillion-dollar claim that is fully covered by insurance, except 

for possibly two or three million dollars. And so --

THE COURT: I'm sorry, I lost you. I thought you said 

there's a ten-million-dollar --

MR. LAPPING: That's the SIR. 

THE COURT: Be more specific.

MR. LAPPING: The self -- that's the deductible.

THE COURT: Okay.

MR. LAPPING: The deductible is ten million dollars. 

The insurance I can't say what it is, but we've given you the 

policies, and in our brief the part that is redacted it 

indicates that there's plenty --

THE COURT: Okay.

MR. LAPPING: -- of coverage for this claim.

THE COURT: So if you get a judgment the debtor has to 

pay ten million dollars.

MR. LAPPING: Well, they can deduct whatever they've 

spent on defending the case, and then the balance would become 

a claim in the bankruptcy. But anything over that would be 

paid by the insurance.

THE COURT: So if you got a recovery from the 

insurance company, plus an amount that's still covered under 

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the SIR you would have a claim, and you just would have an 

allowed claim in that amount. But still -- but it still 

requires a liquidation of the claim, which is what the debtor's 

resisting on some of these other claims.

MR. LAPPING: Well, yes, but as he said clearly all 

those other claims are not subject to insurance because of the 

deductible. They don't have any other claims. All those 

smaller claims are not -- and there's a ten-million-dollar 

deductible per occurrence. So unless there's a raft of claims, 

all of them in excess of ten million dollars, that -- we're not 

talking about that. This is unique in that sense. It is a 

unique situation, it fits squarely within the concept of 

covered by insurance, except for some small increment.

THE COURT: So if you -- but you haven't asked for 

relief from stay to go only against the insurance, which is 

sometimes what people do.

MR. LAPPING: Well --

THE COURT: I understand, you're not asking to be 

paid, you're asking to liquidate the claim in its entirely. 

MR. LAPPING: Right.

THE COURT: Right, okay.

MR. LAPPING: And it still presents -- even if we just 

went after the insurance, the insurance company would say well, 

we're not going to pay for the defense, so it kind of doesn't 

matter. PG&E still has to expend whatever resources it wants 

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to to defend the claim. And that has to -- that's just there. 

But the complexity of this case -- and, again, this 

one -- this one truly is ready for trial. Recall --

THE COURT: No, I know that.

MR. LAPPING: -- we had a trial date.

THE COURT: Is there a mandatory mediation or 

settlement conference.

MR. LAPPING: Well, Your Honor, there was a mediation 

set up, and Valero's position was we'll go to a mediation 

provided PG&E brings its carriers with authority. And they 

said they would do that I believe. But then -- the mediation 

fell during that period, after they announced the bankruptcy --

THE COURT: Okay.

MR. LAPPING: -- and so they said you know, we're not 

coming.

THE COURT: But the point is if you get relief from 

stay the trial judge can make a decision on whether he orders 

the parties to mediation in any event, right?

MR. LAPPING: Well, right. And without a trial date, 

I think as somebody observed earlier, it's hard to get a 

mediation to succeed.

THE COURT: Ms. Tran, you want to take a shot at it?

MS. TRAN: So, Your Honor, I'll try to address some of 

the points that Mr. Lapping raised.

The first was the point on the insurance coverage. As 

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an initial matter I think that he misstates the law and the 

Curtis Factor of how insurance coverage plays into balancing 

whether or not lift of stay is appropriate. And the factor 

isn't whether or not there's insurance coverage, the factor is 

whether or not the insured carrier has assumed full financial 

responsibility for defending the litigation, which as Mr. 

Lapping concedes that's not the case here.

And he's correct that we have been engaging and 

coordinating with respect to their discovery relating to the 

motion. And -- but what Mr. Lapping fails to report to the 

Court is that we also informed Mr. Lapping that the insurers 

here have sent a reservation of rights letter, which means that 

there's potentially no coverage at all with respect to Valero's 

claims.

THE COURT: Well, if that's the case and if it goes to 

trial, and the court determines, or the jury, whatever it is, 

determine a liability I guess the insurer will have to decide 

whether to pony up or not. And if not, then Mr. Lapping's 

clients got to stand in line with a liquidated claim.

I mean, this is -- one way or the other there's a 

large exposure here of the debtor, either the amount of the 

uninsured portion, of the deductible, or more. But one way or 

the other it has to be liquidated.

And, again, Mr. Karotkin made his point, and you've 

made it, about these claim things have to happen. 

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But --

MS. TRAN: Right.

THE COURT: -- this is -- there's not a hundred of 

these in the pipeline, this is the only one I'm aware of. And 

maybe you would tell me if there are others. But this is a 

substantial claim involving something that has -- you know, 

like any other tort it's unique to itself, but it's not like 

thousands and thousands of wildfire victims. How does this 

thing get liquidated if not by trial at this point?

MS. TRAN: And that's correct, Your Honor. And as we 

had discussed at the last preliminary hearing, the fact is that 

none of the factors weigh in favor of lifting the stay, and 

that Valero hasn't really made an initial burden of showing 

that. And in terms of how to determine liability, I think that 

the debtors remain open to settlement negotiations and 

mediation.

THE COURT: Yeah, as I'd --

MS. TRAN: As Mr. --

THE COURT: -- said before. Sometimes a trial date is 

a motivator.

My point is this --

MS. TRAN: And there is no trial day right now, Your 

Honor.

THE COURT: Well, there was one.

MS. TRAN: It has been taken off calendar.

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THE COURT: There was one, right? --

MR. KAROTKIN: Yes.

THE COURT: Do either of you know what Judge Nunley's 

calendar is like, when this is likely to go to trial?

MS. TRAN: I do not. But my understanding is that it 

has been taken off calendar, there's no indication as to when 

it would be rescheduled.

THE COURT: You have any knowledge of that, Mr. 

Lapping?

MR. LAPPING: Your Honor, we filed a paper with the 

district court as we announced we would last time, indicating 

that the court had continued this hearing.

THE COURT: Right. Right.

MR. LAPPING: And I have not seen anything on the 

calendar, and I don't know that -- it's hard to tell that far 

ahead whether he's scheduled something else on that slot.

THE COURT: No, but I mean some district judges have 

big criminal matters that are blocking out months at a time. I 

mean, I talked to one of the judges here who has a four-month 

trial going on. You know, I can't imagine what that would be 

like. But --

MR. LAPPING: I can't represent anything on that 

front.

THE COURT: All right. 

MR. LAPPING: But I can point -- you know, every 

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insurance company that gets a claim like this they issue a 

reservation of rights letter. I haven't seen this one, they 

haven't produced it to me. I don't know what it says, I don't 

know whether it's just the standard --

THE COURT: Understood.

MR. LAPPING: -- we don't want to pay this claim kind 

of letter or not.

THE COURT: Okay. Mr. Karotkin, you want to comment 

on the whole claims issue?

MR. KAROTKIN: Yeah, I want to. Thank you.

THE COURT: What'd you do, knock the fuzzy off of it?

MR. KAROTKIN: Yeah, I knocked the fuzzy off.

Your Honor, this is a classic automatic stay case.

THE COURT: Yeah, I know.

MR. KAROTKIN: This is what the automatic stay is all 

about.

I think counsel has indicated it's not ready for 

trial. This is what the claims resolution process in the 

bankruptcy court is all about.

THE COURT: Well, it's the same as you said on the 

other one too.

MR. KAROTKIN: Yeah. But this is even more so.

I mean, there's an obligation to file the claim with a 

bar date like any other claim. Whether it's a trade claim, a 

bank debt claim, a bond claim, that is what the claims 

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resolution process in bankruptcy is all about. And the 

automatic stay is expressly designed to prevent -- to give the 

debtor breathing room to prevent these cases from going 

forward. 

If you were to modify the stay as to this, Your Honor, 

you might has well have modified it to every single claim filed 

in the case.

THE COURT: Well --

MR. KAROTKIN: This is absolutely no different from 

any other --

THE COURT: That's a bit of a broad statement that 

you're making. That this is a unique one, it's a large sum of 

money.

MR. KAROTKIN: It's not unique in any way. 

THE COURT: Do we know that?

MR. KAROTKIN: It is a breach of contract claim, or 

whatever it is, it's a classic pre-petition claim. 

THE COURT: Okay. So the claims bar date comes and 

whoever files a proof of claim, you're going to object to the 

claim, or we have this --

MR. KAROTKIN: We may or we may not.

THE COURT: -- the same --

MR. KAROTKIN: We may try to settle it. But again, 

Your Honor, that's what the claims resolution process --

THE COURT: Yeah, I know.

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MR. KAROTKIN: -- in the bankruptcy court is all 

about. That's how the objections-to-claim process works, in a 

summary proceeding --

THE COURT: I know that.

MR. KAROTKIN: -- in this court.

THE COURT: I know that.

MR. KAROTKIN: To get it done quickly and 

inexpensively -- not to modify the estate, to allow prepetition litigation to go forward. That's not what it's all 

about.

THE COURT: Well, okay, then we have a slight 

difference of opinion, and at some point, it is appropriate. 

But all right, I got it.

Anything further, Mr. Lapping?

MR. LAPPING: No, Your Honor, I just -- I'll stand on 

my papers. I think we hit all the Curtis factors that are 

applicable. But what does distinguish this claim is the 

insurance coverage that's available to date. We're the only 

claim that has a shot at that particular insurance here, and 

that makes us unique. 

THE COURT: Yeah, but -- okay, all right. Well, I'm 

going to treat this the same way I did Gelman. I'm going to 

take it under advisement. I don't normally do that, but 

because of the timing in the case and so on, I will issue 

something fairly soon. Matter stands submitted. 

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MR. LAPPING: Thank you, Your Honor.

THE COURT: All right. 

Mr. Karotkin, do you want to take a break again, or 

should we go straight to the last item? I'm comfortable to go 

either way. It's up to you.

MR. KAROTKIN: I'd like to move ahead.

THE COURT: Okay.

MR. KAROTKIN: Thank you.

THE COURT: Then let's do it.

Oh, Mr. Harris, are you here? Sorry to keep you

waiting.

MR. HARRIS: It was educational, Your Honor.

THE COURT: Okay, so --

MR. HARRIS: Robert Harris, of Binder & Malter, 

appearing for TURN, The Utility Reform Network, moving party. 

THE COURT: And you heard me say before about the 

timing.

MR. HARRIS: I did, Your Honor.

THE COURT: Okay.

MR. HARRIS: Thirty minutes for everyone on our side.

THE COURT: Yeah, and you might want to reserve some 

for closing.

MR. HARRIS: Absolutely. I actually only have a 

relatively short opening, Your Honor. I don't think there's 

any need to repeat what's in the pleadings. 

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THE COURT: Okay.

MR. HARRIS: I think that I expect to hear plenty of 

questions about where you have issues.

THE COURT: I might have some questions.

MR. HARRIS: One or two. I would, however, like to 

focus the Court on three points, if I may. First, Your Honor, 

why it's so important to have an official committee in this 

case. Your Honor, we've said in our papers that --

THE COURT: I think I know that. 

MR. HARRIS: Well, I'm going somewhere.

THE COURT: The question is can there be. Does the 

law permit it? It's that simple. I mean, it's that simple. 

Why did I deny it before? I didn't believe the law permitted 

it. So the question is, does the law permit it as I --

MR. HARRIS: Well, but I have an overview point, if 

you will.

THE COURT: Okay, go ahead.

MR. HARRIS: And it's this. There are millions of 

people, businesses and entities, that are potentially 

ratepayers, who would be the constituents of this committee. 

And the formation of a committee does something very special. 

It creates a fiduciary relationship between the members of that 

committee and those constituents, that really doesn't exist 

right now. There are ad hoc committees out there that 

represent particular interests. TURN has some relationship to 

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its members, but it's very different when you have an official 

committee that is dutybound to represent the interests of all 

of the ratepayers of the state. 

And effective participation in this case, obviously, 

requires, Your Honor, that that committee get counsel, get 

professionals. With 6.15 million individuals, their interests 

are so small and so diffused, that while it's been said that 

there's a possibility that those ratepayers could appear and be 

heard and maybe get paid on a substantial contribution basis, 

the reality is that's never going to happen.

THE COURT: Well, you made that point as though you 

didn't understand the DIP financing. I mean, I can never in my 

recall -- in memory recall a case that had such leverage to --

in favor of the unsecured component. Even if you accept that 

the dollars on the asset side, maybe aren't nine -- I mean, 

seventy billion, the debt is only five or six billion. So 

there is a huge cushion that would compensate somebody that 

made a substantial contribution. You don't really doubt that, 

do you?

MR. HARRIS: No, but, Your Honor, that --

THE COURT: You don't really doubt that the DIP 

lenders are -- and think, the DIP lenders are going to swoop up 

all the assets. 

MR. HARRIS: I think in the short term that there is 

an ability to get paid. I think in the long term, seeing this 

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is the case is, you may be right, but subject to what happens 

with the tort claimants, but the truth is, to ask counsel or 

the ratepayers to finance that entire period from now until 

when the plan gets confirmed and the debtor has to pay its 

priority claims.

THE COURT: So that's the difference between having a 

committee or not a committee is, who pays the lawyer? I mean, 

it really comes down to that, doesn't it?

MR. HARRIS: That is a lot of it, Your Honor.

THE COURT: I understand.

MR. HARRIS: We're trying to create an efficient 

mechanism to give the ratepayers a voice in this case, to let 

them be heard on the key decisions --

THE COURT: So you -- as I recall, and somewhere in 

the papers on the petition date, TURN and some of the other 

entities that are volunteering, weren't even -- didn't even 

have standing. Now your client, TURN, has acquired a claim.

MR. HARRIS: Yes, Your Honor, that's correct.

THE COURT: Is that a bit of a fabrication that it 

really isn't a rate -- it isn't really a creditor; it just 

became one?

MR. HARRIS: Well, Your Honor, it was a technical 

response to a technical argument. The argument --

THE COURT: Well, is it technical?

MR. HARRIS: It is, Your Honor, because the real 

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parties --

THE COURT: I mean, every member of the tort committee 

and I assume every member of the official committee are 

creditors --

MR. HARRIS: Your Honor --

THE COURT: -- not representatives of creditors.

MR. HARRIS: TURN is not asking to be an official 

member of the ratepayers committee. It's rather offering to be 

an ex officio member.

THE COURT: So what would its role be if the U.S. --

if I agree with you and direct the U.S. Trustee to appoint a 

ratepayers committee? Just a bunch of ratepayers, and then 

what is TURN's role then after that?

MR. HARRIS: TURN would offer its services as an ex 

officio member, Your Honor, to serve -- to aid the committee in 

its process. 

THE COURT: Okay, let's get to the question of claim.

MR. HARRIS: Absolutely, Your Honor.

THE COURT: You know that my prior ruling said they're 

not creditors. Your argument here is they are creditors. Now, 

let's -- you know me and I like hypotheticals, right?

MR. HARRIS: Okay.

THE COURT: So I don't know what your personal bill 

is. I assume you don't live on a mountaintop somewhere off the 

grid, so let's assume you have a hundred-dollar-a-month PG&E 

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bill, and you get a five-dollar credit, based upon the CPUC 

ruling. The day you get your bill, your credit's paid, and 

you're not a creditor anymore, right? What happened? How did 

you -- on the petition date, if that's a magic date, when you 

owe a hundred dollars, but the utility owes you five, let's 

technically say, in bankruptcy terms, you are a creditor, 

admittedly secured, offset creditor. But the very next day or 

the next bill or the next some event, it's gone. So are you no 

longer eligible to be on a creditors committee, right? 

MR. HARRIS: Well, Your Honor --

THE COURT: Because you're not a creditor. 

MR. HARRIS: -- we're working within your 

hypothetical. 

THE COURT: Right.

MR. HARRIS: The first thing that PG&E would have done 

with that first bill or payment, is they wouldn't have paid the 

full five dollars. 

THE COURT: That's right.

MR. HARRIS: So maybe I'm still owed --

THE COURT: They would have --

MR. HARRIS: -- two or three or four.

THE COURT: They would have paid you the debt. Or you 

would have -- no, they would have billed you the net. They 

would have paid it via credit.

MR. HARRIS: But that's not the case here, Your Honor. 

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They're not paying the entire pre-petition debt in the April 

bill. There's still the October bill to come, for one. Two, 

there are other bases for claims that we referenced in our 

reply brief --

THE COURT: I know, but that's in your reply brief. 

Let's stick with the original point about the CPUC rebate. I 

don't have the right terms; you know the terms. They're 

technical. At some point, they just disappear, right? In 

other words, it went away -- not to mention the fact that on 

our first day, I issued orders that directs and authorizes the 

debtor, essentially, to pay them.

I guess what I'm trying to say is, if you think it's 

being technical, it seems to me like the ratepayers, if they 

were sort of metaphysically creditors on one day, they stopped 

being creditors until -- at some other date, and if they become 

creditors on the next billing cycle, they're post-petition 

creditors, for which there's no concept for a committee.

MR. HARRIS: Your Honor, I want to clarify my --

THE COURT: How do I get around that?

MR. HARRIS: Well, let me clarify my comment about --

THE COURT: Okay.

MR. HARRIS: -- the technicality. The technicality 

was something that the creditors committee raised with respect 

to TURN's standing to bring the motion, not the ratepayers 

holding claims in the case.

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THE COURT: Okay, but I --

MR. HARRIS: So when I said technical, that's what I 

meant.

THE COURT: Okay, but I'm talking about the ratepayer 

committee is a statutory -- I mean, you believe that the 

statute allows me to order the U.S. Trustee to direct a 

committee of ratepayers --

MR. HARRIS: Yes, Your Honor.

THE COURT: -- because you believe ratepayers are 

creditors.

MR. HARRIS: They have over 400 million dollars in 

pre-petition claims. 

THE COURT: And why are they creditors under your 

analysis?

MR. HARRIS: Because they have over 400 million 

dollars in pre-petition claims. They have direct rights under 

utility law --

THE COURT: And where did those pre --

MR. HARRIS: -- to recover those. 

THE COURT: Where did those pre-petition claims go on 

the first billing cycle, if not on the -- instantly?

MR. HARRIS: A portion of the GHG allowances that are 

to be credited, get paid -- got paid, I should say, in April. 

Another portion, perhaps probably the entire balance is to paid 

in October, months into the future.

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THE COURT: So that means --

MR. HARRIS: So we are still creditors.

THE COURT: So that means that by October, there's no 

more creditors. So even if I --

MR. HARRIS: On --

THE COURT: Even if I accepted your argument, which 

I'm not sure I believe, but even on that argument, they're 

gone; they're out of business as creditors. I'm not making 

light of it. I know their concerns. Listen, this is not 

personal. I'm not trying to say that TURN or the ratepayers 

aren't voices and don't have a role. You know my view on CPUC 

as well, they should be heard. But how do I get around the 

fact that even if they were metaphysically creditors, they 

aren't creditors anymore at some point, and in the near future, 

if not already. 

MR. HARRIS: They may not be creditors, Your Honor. 

We don't know that PG is going to comply with the law. We 

don't know what's going to happen in this case.

THE COURT: Well, because I, kind of, assume they are, 

okay?

MR. HARRIS: But what if they make an application to 

the CPUC to change the repayment for a period? They can do 

that. San Diego Gas & Electric did that. 

THE COURT: But it's --

MR. HARRIS: What if --

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THE COURT: It's a setoff right. I mean, in other 

words, the difference is we're talking about bankruptcy rights 

that were frozen on the petition date, right? So on that day 

there was some entitlement to some credit, and there may be a 

customer somewhere who walked into the office of PG&E that day 

and said I'd like to pay my bill, paid the hundred bucks and 

said now where's my five dollars? But in reality -- in the 

real world of people living, these six million people like you 

and me and the rest of us, they stopped being creditors for 

these purposes, as a matter of law, as this process plays out.

MR. HARRIS: Well, I would respectfully disagree that 

it's a setoff right, Your Honor.

THE COURT: Okay. 

MR. HARRIS: This is not an overcharge, which is then 

subject to rebate and setoff. This is, in fact, and I'm 

reading from the request for judicial notice, a decision 

adopting the Cap-and-Trade Greenhouse Allowance. CPUC finds: 

"We decline at this time to allocate any portion of 

the greenhouse gas allowances towards clean energy or energy 

efficiency resources, preferring to focus our initial efforts 

on maximizing the amount of revenues returned directly to

residential ratepayers. We take this approach to mitigate the

increased cost of goods and services that will ultimately be 

borne by residential ratepayers as businesses pass on the 

carbon cost embedded in their electricity rates."

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So it's not the original obligation of PG&E. It's not 

something they did. It's something that the legislature 

determined had to be paid to creditors.

THE COURT: Well, wait.

MR. HARRIS: It's not an offset.

THE COURT: But what is it in bankruptcy terms?

MR. HARRIS: It's a claim. The California Air --

THE COURT: It's a claim, but it's not an offset?

MR. HARRIS: No, it's not. The California Air 

Resources Board sells allowances. It says to PG&E, here's the 

money.

THE COURT: But it was and will be paid, right? And 

has been paid in part.

MR. HARRIS: It is scheduled to be paid. I don't 

believe that the debtor is obligated by your order. I believe 

that the order says the debtor is permitted.

THE COURT: Do you think, as a matter of bankruptcy 

law, it's a claim?

MR. HARRIS: Yes. I do, Your Honor. Absolutely.

THE COURT: Okay. 

MR. HARRIS: And if the debt --

THE COURT: Because if you say no to that, you're out 

of business, right? It has to be a claim to be a hold by a 

creditor who could there -- be on a committee, so --

But why isn't it subject to the common law doctrines 

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of setoff?

MR. HARRIS: Because I don't believe --

THE COURT: Because a claim -- the entitlement of 

going from A to B that coexists at the same time an entitlement

goes from B to A offset themselves as a matter of law.

MR. HARRIS: It's not the same.

THE COURT: Even if you don't call it an offset, or 

you don't call it anything, it happens as a matter of law.

MR. HARRIS: Your Honor, I believe it's different 

transactions. I believe it's different obligations. There is 

money somewhere that is owed.

I'm not here arguing it's a constructive trust. 

You'll notice that.

THE COURT: I know you're not.

MR. HARRIS: So --

THE COURT: I know you're not. So my point is as a 

matter of bankruptcy law it's a setoff. If it were the same 

transaction, it might be subject to recoupment. But either 

way, that's bankruptcy terms and common law terms. 

The point is that under my hypothetical you owe a 

hundred dollars for your bill. The utility owes you five 

dollars for the Greenhouse Cap-and-Trade, whatever the right 

label is. They existed on the same day, right?

MR. HARRIS: They did, Your Honor, and I believe that 

under utility law there's an enforceable right to payment, 

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which is the key to determination of whether there is a claim 

sufficient to allow ratepayers to seek and serve on a 

committee.

THE COURT: So we're back to my first day order. The 

debtor was authorized to pay it. 

Now, are you really going to pretend that maybe they 

aren't going to pay it so they can leave you as a 5 dollar 

creditor or a $2.50 creditor? I guess my point is I don't know 

how we get to where you want me to be, because it seems like it 

comes back to that same starting point. If there was a claim 

at all, it got compensated. And so you can't have a committee 

of former creditors.

MR. HARRIS: Well, it may, in the future, be 

compensated, Your Honor.

THE COURT: Then it's a post-petition, and there's no 

such animal as a post-petition creditors' committee.

MR. HARRIS: No. It's a payment of a pre-petition 

claim post-petition. That's what we're dealing with here. And 

should there be a committee to exist while hundreds of millions 

of dollars are owed to millions -- 6.1 million individual 

ratepayers?

And let me add, Your Honor, that there are other 

ratepayers involved in this case. It's not just the damages

from the San Bruno fire -- 

THE COURT: I know. I know.

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MR. HARRIS: -- which we detailed in our supplemental 

RJN.

THE COURT: Well, you've got Northern Cal Power. 

They're in this as a wholesale claimant.

MR. HARRIS: You've got Cal Power.

THE COURT: They're a different kind of creditor.

MR. HARRIS: They are a different kind of creditor.

THE COURT: Right.

MR. HARRIS: But we're asking for a committee that's 

diverse, that includes all the ratepayers of the State of 

California, because that's what it's going to take to generate 

a sufficient amount of certainty, a sufficient amount of trust 

in the decisions of this Court, have ratepayers participating 

and showing that the public interest has been served by 

appointment of a committee.

THE COURT: Are you going to share some time with --

MR. HARRIS: I will. I'd like to stop for now. Thank 

you. 

THE COURT: Okay. And who are you sharing it with?

MR. HARRIS: I believe Nora Sheriff.

THE COURT: Okay. 

MR. HARRIS: Counsel for the California Large Energy 

users.

THE COURT: Okay. Thank you. Good afternoon. 

MS. SHERIFF: Good afternoon, Your Honor. 

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THE COURT: Let me have your name again, please.

MS. SHERIFF: Nora Sheriff. I'm counsel for the 

California Large Energy Consumers Association or CLECA. I 

usually appear before the California Public Utilities 

Commission down at 505 Van Ness.

THE COURT: Welcome to the bankruptcy court.

MS. SHERIFF: Thank you. It's my first time.

So CLECA is an organization of large industrial 

customers of PG&E and Southern California Edison that are in 

the cement, steel, industrial gas, beverage, pipeline 

transportation, mining and cold storage industries, so distinct

from the residential customers and small business customers 

that TURN represents. They share the fact that the cost of 

electricity is a significant component of their cost of 

manufacturing their product or providing their service, between 

forty percent to upwards of eighty percent of their costs. And 

I heard what you said about ratepayers needing to go to the 

commission and have their concerns heard there. And that's 

normally what I do.

There are a couple of ongoing proceedings of the 

Public Utilities Commission that have an interplay with what 

you're doing here, Your Honor, in the bankruptcy proceeding, 

and ratepayers have asked the Commission for increased 

transparency and clarity in those proceedings where there is

overlap and interplay -- the Financial Stress Test proceeding, 

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which is Rulemaking 1901-006, the Safety Culture Investigation 

proceeding, Investigation 15-08-019 -- and we've asked for 

information about what the process is going to be to enable us 

to have that voice, and those requests have not been answered 

yet.

I understand the Public Utilities Commission is 

working very hard on a lot of weighty matters.

THE COURT: But their job is to decide. I mean, to 

answer one way or the other. And I have nothing to do with

that decision, right?

MS. SHERIFF: But --

THE COURT: Mine is a pure Bankruptcy Code

interpretation. So, I mean, again, I'm sympathetic, but what 

do you think I should do as a matter of bankruptcy law?

MS. SHERIFF: I think you should use your discretion 

to enable us to participate officially on this side of the 

regulatory divide.

THE COURT: But do you think it's discretionary? I 

mean, are you familiar with the ruling I made with the 

municipalities that asked for a committee?

MS. SHERIFF: Your Honor, I apologize. 

THE COURT: Well --

MS. SHERIFF: I am not.

THE COURT: Well, early in the case -- early; I mean, 

the whole case is not that old -- there was a motion to have a 

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committee of governmental entities that are fire victims, 

including the City of Paradise itself, and there were a number 

of others. I've forgotten the name of the group. But they 

made the request, and the debtor and the committee and the U.S. 

Trustee and I were of the view that we simply didn't have the 

statutory authority, because governmental entity is not a 

person as defined in the Bankruptcy Code. 

And the question is, is a ratepayer a creditor as 

defined? No question that an individual ratepayer is a person. 

Nobody doubts that. The question is whether it's a creditor. 

And Mr. Harris argues that it is, and I'm just asking you that. 

This is not about deciding who the good guys or the bad guys 

are. I don't know that there is a discretion. I have to 

interpret the statute in one way or the other. 

But go ahead with the rest of your pitch. I'm 

listening.

MS. SHERIFF: Well, I can't claim to be an expert in 

bankruptcy law or be able to argue the case law on the 

definition of creditors versus noncreditors, et cetera. But 

just looking at it from a basic equity point of view.

THE COURT: Yes. Well, equity, you know, if I had 

equity, we have a Section called 105 in the Bankruptcy Code. 

That says just do whatever you want. But the case law says 

we -- but we have to follow the Code.

So are you familiar with the decision I made in 2001?

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MS. SHERIFF: In 2001?

THE COURT: Yes. I mean, I had essentially the same 

question. It wasn't teed up the way Mr. Harris has done it 

here by saying the ratepayers aren't creditors. I just said 

ratepayers aren't creditors, therefore no committee. 

And it was, I mean, it's not that I can't change my 

position. It's that I have to see if there is a change in the 

law. There's certainly no change in the Bankruptcy Code. The 

question is whether the arguments that Mr. Harris has made --

and yours. I'm not making light of it. I'm saying the 

fundamental issue is the statute says there can be a committee 

of creditors and of equity holders. So I have to figure out is 

a ratepayer -- clearly not an equity holder. Is a ratepayer a 

creditor for purposes of that statute?

Anyway, I don't want to give you a speech. That's 

just what I'm up against. So I don't think it's 

discretionary. I think it's interpretation of the statute.

MS. SHERIFF: And I do think you can take note of the 

changes that have occurred since 2001, and you've had an 

exchange with the TURN counsel on the greenhouse gas credits. 

I will say that because most of the CLECA members are energy 

intensive, they do get the energy-intensive, trade-exposed 

credits, and those are very significant.

THE COURT: Well, they're bigger. They're not like my 

hypothetical of five dollars for Mr. Harris. But there's --

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MS. SHERIFF: Exactly. 

THE COURT: But it's still the concept. They still 

are smaller than the obligation to pay for the power, right?

MS. SHERIFF: But they are important to enable those 

energy-intensive industrial customers to stay in the State of 

California, which is why the policy is that they get those 

credits.

THE COURT: No, but what I'm asking you, is there any 

situation where the credit exceeds the obligation? Using my 

Harris example, I said if he is billed a hundred dollars, and 

he gets a five dollar credit, is there a situation that has the 

number in favor of the ratepayer rather than the utility?

MS. SHERIFF: Your Honor, I don't know that off the 

top of my head. I will confirm with my --

THE COURT: Well, probably not.

MS. SHERIFF: -- my clients, but --

THE COURT: I mean, it's, sort of, counterintuitive.

MS. SHERIFF: Right.

THE COURT: It's probably not the case.

MS. SHERIFF: Well, I mean, when you're looking at 

annual average bills of over five million dollars, and that can 

be hard to overcome that.

THE COURT: Got it.

MS. SHERIFF: But the credits are significant, and I 

would say that would be one hook that you could use to 

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interpret the statute.

THE COURT: Okay, thank you very much. 

And we have another -- one more? Are you sharing?

MR. GORTON: Yes, Your Honor. Mr. Gorton. I'd like 

to speak. 

THE COURT: Oh. Well, Mr. Gorton, I saw your papers, 

I got your brief. Nice to see you. 

MR. GORTON: Thank you, Your Honor.

THE COURT: Just -- take your appearance for the 

record. 

MR. GORTON: Pleasure to be here yet again. 

THE COURT: You're one of the veterans from before. 

MR. GORTON: I represent the Northern California Power 

Agency, and NCPA -- that's what we refer to the entity as --

THE COURT: Right.

MR. GORTON: -- is a creditor in the case, based upon 

FERC refunds. So we hold claims for FERC refunds. In the 

proceedings that we've described in our statement of support 

for what's referred to as TO18 and TO19 --

THE COURT: Yeah; no, I saw that in there. 

MR. GORTON: -- there's claims that are -- amount to 

something about two-thirds of a billion dollars in rate refunds 

for transmission rates that were paid with the approval of the 

FERC, subject to refund if the rate was deemed unreasonable. 

The ALJ has made a ruling that it appears -- that subject to 

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FERC confirmation, that there's going to be refunds of about 

2.3 billion dollars, of which NCPA will receive about 13 

million dollars; anticipating in that range. 

In addition -- it's not in my statement of support, 

I'll acknowledge -- it dawned on me that we're identified as an 

executory-contract counterparty on twenty-one different 

executory contracts. So we have unlim -- we have unliquidated 

contingent claims in the case. We are a creditor. And we are 

a rate payer. So I think we can go through threshold of 

saying, we're creditors, so you can have a committee of 

creditors. There are folks like us who can -- who have 

creditors' claims, who could support --

I acknowledge that we are a governmental unit, and 

that's why my statement of support says we would be prepared to 

serve on an ex officio --

THE COURT: And you're aware of the --

MR. GORTON: -- basis.

THE COURT: -- prior ruling that I made --

MR. GORTON: I am, Your Honor.

THE COURT: -- anyway, right? So --

MR. GORTON: I am, Your Honor.

THE COURT: But again, nobody appealed it. It's the 

law of the case, I think. 

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payer creditors insofar as we're going to be paying the rate 

for so long as PG&E is a rate collector. So this means that we 

have a special interest in not only having our claims paid, a 

Chapter 11 interest that's normal for a creditor, but we have 

an interest in a long-term, durable, sustainable, safe solution 

for the exit in the PG&E Chapter 11, PG&E number II. And 

that's an interest that I don't think is represented on either 

committee in this case, as I look at membership. 

THE COURT: Well, your entity might have been able to 

be ex officio to the regular committee; right? 

MR. GORTON: We -- I believe that the United States 

Trustee could add a rate-payer creditor to the committee that 

it deems appropriate, and then there would be a voice. But 

that doesn't exist today. 

THE COURT: No, I understand.

MR. GORTON: Okay. And I'm simply saying, that's an 

interest that's not articulated by any of the -- or represented 

by either of the committees. I think it's an important 

issue -- interest. 

And to your question about the rate-recoupment setoff 

analysis, I sort of extend your hypothetical and I say, but 

what if, as in PG&E I, when there was an effort to disaggregate 

but not to sell -- what if a plan comes in this case -- what if 

the debtor proposes to sell the wires? The transmission unit 

gets sold to another enterprise. That enterprise would be the 

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new rate payer -- I mean, sorry, the new rate collector.

THE COURT: Right.

MR. GORTON: And so my -- our ability to take the 

refunds against future rates would be cut off, and we would 

clearly have a right to payment claim, I believe. But that --

THE COURT: Well, yes, I --

MR. GORTON: Yeah.

THE COURT: -- I agree you might but, again, now we're 

back to a plan that hasn't been filed and --

MR. GORTON: Oh, absolutely. 

THE COURT: -- a concept that hasn't --

MR. GORTON: I understand completely.

THE COURT: -- been looked at. 

MR. GORTON: I was just trying to respond to the --

automatically the claim goes away.

THE COURT: Well, but --

MR. GORTON: There's --

THE COURT: -- forget your clients and go back to my 

ten-dollar -- five-dollar credit for Mr. Harris. Doesn't that 

go away? Do you think -- do you think my analysis was 

incorrect that on the petition date, if he had a hundred-dollar 

bill, that -- but he only has to pay ninety-five, the credit's 

gone.

MR. GORTON: If all I had on bankruptcy day was a 

five-dollar refund and on day -- month following I got it back, 

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I got paid. 

THE COURT: That's right.

MR. GORTON: I agree. I agree with that, Your Honor. 

Can't argue with that.

THE COURT: Okay. 

MR. GORTON: But just wanted to help the Court recall 

that we have a long-term interest --

THE COURT: Well, the anomaly here, or the irony, is 

that you make a persuasive argument for not being able to be on 

a committee that I have to decide whether I can appoint, 

because you can't -- your client cannot be on the committee. 

And the best you could hope for would be an ex officio. But 

the point is you might very well end up being ex officio on the 

existing committee if the United States Trustee is persuaded to 

do so. Again, I'm -- you'll have to decide whether that's 

worth the trouble. I'm not going to --

MR. GORTON: Fair enough. 

THE COURT: -- get there. Thank you very much for 

your --

MR. GORTON: Thank you, Your Honor. 

THE COURT: -- contribution. 

All right, I guess it's time to hear from your side, 

Mr. Karotkin. Are you doing the duty today or someone else? 

MR. KAROTKIN: I am.

THE COURT: Okay. 

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MR. KAROTKIN: Thank you, sir. 

THE COURT: And the U.S. Trustee and both committees 

are going to -- they going to be weighing in or not? Have you 

agreed to share some time with them?

MR. KAROTKIN: I think, for the first time, Mr. 

Laffredi has enabled me to speak on his behalf. 

MR. LAFFREDI: I'd like say something as well, Your 

Honor. 

MR. BRAY: Your Honor, I just want two minutes, 

please. 

MR. LAFFREDI: Yeah, very quick. 

THE COURT: I'm trying to just listen for a while. 

MR. KAROTKIN: I'll -- I think I'll be brief, Your 

Honor, because I think, Your Honor, you put your finger on the 

issue. The fact of the matter is that the threshold issue is 

whether they're creditors. And they're not creditors. I 

think, as TURN in its pleading expressly acknowledged on page 

10, that the debtors are obligated by both, to use their words, 

statute and regulation to credit the greenhouse-gas allowances. 

These are automatic; they're set by the CPUC and are part of 

the rate-making process. 

And I think that you made another excellent point with 

respect to the setoff issue. 

THE COURT: See, he says I make excellent points when 

he agrees with me but, boy, when I say something wrong, it 

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looks like I'm reinventing the Bankruptcy Code. That's the fun 

thing about being a judge and having good lawyers come and make 

their argument. 

MR. KAROTKIN: But seriously --

THE COURT: But it's true.

MR. KAROTKIN: I was serious. 

THE COURT: No, I --

MR. KAROTKIN: But anyway --

THE COURT: -- I am too.

MR. KAROTKIN: So at best, at best, if they are claims 

and they have setoff rights, again, as you well know, then 

they're the equivalent of secured claims, not unsecured claims.

THE COURT: It's even more fundamental, it seems to 

me. I seem to remember back a million years ago in law school, 

learning about these offsetting concepts under a common-law 

doctrine of compensatia (ph.) or something like that, that they 

automatically offset.

MR. KAROTKIN: They -- and not only that; under the 

statute -- I think it's Section 552 -- setoff rights are 

secured claims. 

THE COURT: Well, that's true too.

MR. KAROTKIN: So --

THE COURT: But --

MR. KAROTKIN: So at best --

THE COURT: But that proves too much, because you 

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could have a committee of secured creditors. 

MR. KAROTKIN: Not that --

THE COURT: But --

MR. KAROTKIN: You could, but I --

THE COURT: But not if they're paid. I mean --

MR. KAROTKIN: But not if they're paid. And I think, 

again, you fundamentally put your finger on it again when you 

said, well, these claims are going to be paid. And again, as 

counsel, Mr. Harris, acknowledges in the pleadings, we have a 

legal and statutory obligation to pay them. On the worst-case 

basis, all of those alleged pre-petition claims, if they are 

claims, will be paid in October. And I can assure you that 

PG&E is not going to come into court and ask that that be 

deferred.

THE COURT: Well, I assume that, if the company went 

before the Commission to say, would you please let us off the 

hook for October because we want to do something else, you'd 

have to -- there'd be some consequences, one of which might be 

you still have a little bit of a claim out there, that -- a 

pre-petition claim. 

MR. KAROTKIN: I can assure you that's not happening. 

THE COURT: I --

MR. KAROTKIN: And moreover, San Diego --

THE COURT: I assume too. 

MR. KAROTKIN: Mr. Harris referred to what San Diego 

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Gas & Electric did. They did not apply to the CPUC to reduce 

the charge. All they asked: that the date by which they had 

to effect the credit be extended. So he was incorrect on that. 

And again, if you were, again, as you said, to appoint 

a committee based on a claim or an amount that might be payable 

in October, you'd have to disband it in October, as a practical 

matter. 

THE COURT: Right.

MR. KAROTKIN: It doesn't make any sense whatsoever. 

And the last thing I will say is --

THE COURT: Well, it seems to me it not only would not 

make sense; it'd be counterproductive. It'd be like empowering 

a committee that says -- it'd be like, yeah, but your term is 

up.

MR. KAROTKIN: Exactly. And I think that, again, to 

the extent that rate payers want their voices heard, they can 

be heard, as you said in your prior decision, at the CPUC. 

Basically what they're concerned about is rates going forward 

and how this case is going to look, from a rate-payer 

standpoint, coming out of Chapter 11. And that is within, as, 

again, I think you expressly concluded in your prior opinion,

expressly in the providence of the CPUC, where TURN appears. 

TURN has the ability to be paid, and that's where they should 

voice their concerns. 

And as all of the pleadings -- all of the opposition 

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pleadings state, Your Honor, the creditors' committee has 

fiduciary obligations to all unsecured creditors, including if 

rate payers have claims to them and they acknowledge that --

THE COURT: To the extent that they have claims.

MR. KAROTKIN: To the extent they have claims. And 

this is an extraordinary remedy they're seeking. The case 

law's very clear on that. And they haven't carried their 

burden. 

THE COURT: Okay. 

Mr. Laffredi?

MR. LAFFREDI: Thank you, Your Honor. Tim Laffredi 

for the U.S. Trustee. I would echo everything Mr. Karotkin 

said. And the U.S. Trustee also does not believe that the rate 

payers are creditors, but I'm not going to focus as much on 

that. I'm going to focus on the -- well, if the Court assumes 

that they are creditors, what are we doing here? 

And in TURN's motion, in its reply, it attempts to 

explain, well, we need a committee of rate payers for these 

reasons. Those papers almost entirely neglect the true 

standard under which the Court needs to evaluate this request. 

Is there adequate representation?

And as the case law indicates, the determinative 

factor under that is are the credit -- are the committees that 

are already in existence representative of the interests as 

unsecured creditors? And the pleadings filed by TURN almost 

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ignore this part. They make self-serving and conclusory 

statements about, well, the committees are not interested in --

in assisting or they're not responsive to certain concerns. 

But then, they go right into all these other reasons 

and I think Mr. Gorton said it, these special interests that 

TURN and the rate payers would have. For example, the payment 

of lawyers, I mean, that's not the standard. You don't get a 

committee just because you want your lawyers to get paid. 

THE COURT: It's tempting, though.

MR. LAFFREDI: It's tempting. Right, exactly. 

Advocating on behalf of the special interests that rate payers 

have, the fact that rate payers are funding this case also does 

not confer committee status. I mean, that would mean that 

every, single bankruptcy case would contemplate a committee of 

vendors or -- or customers. It's just not contemplated by the 

bankruptcy code.

And so what we want to remind the Court is if the 

Court is inclined to determine and make the finding that TURN 

or the rate payers are creditors, that we need to get to the 

next step and that's whether the committees adequately 

represent their interests. Not these special interests or not 

these other things that they would like as an advocacy group, 

but rather, as unsecured creditors in this bankruptcy case. 

And I -- I would submit, as I think the other 

objections do, that they just have failed to do that. They 

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have failed to meet their burden. TURN and the rate payers 

have failed to demonstrate that. The committees that are 

already in place, to the extent they have a claim, are not 

adequately representing that interest.

THE COURT: Well, it's kind of circular, isn't it? I 

mean, I made the statement in the 2001 decision. I used the 

Latin term "qua", meaning "as". And so I said, as creditors --

they are not creditors as creditors. They are -- they are 

parties as rate payers. Here, Mr. Harris used an example, his 

client -- at least, TURN, claims to be a creditor. I think 

your point is that in that qua, that role of creditor, it's 

represented probably by the GUC.

MR. LAFFREDI: Exactly. That's exactly right. 

THE COURT: And at least there's no argument that they 

aren't.

MR. LAFFREDI: And I think maybe there was one 

reference in the reply that maybe one of them has -- or some of 

them have claims under a tort theory, too. To the extent that 

there are tort claims, the tort committee would represent that 

interest.

THE COURT: Yeah and it seems to me, from your point 

of view, it would be unworkable if you were ordered to create a 

new committee only of people that happen to be creditors but 

somehow doesn't do the function of the existing two creditors' 

committees we have. 

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MR. LAFFREDI: Well, it doesn't -- if it's not 

contemplated by the code, I don't know what would -- what they 

would do. 

THE COURT: No, no, no, that's right. 

MR. LAFFREDI: So an additional point, Your Honor, 

there -- and also, as the Court noted in its 2001 decision, 

there are others who are able to come into court and make some 

of these arguments. For example, Rule 2018, I believe, for the 

attorney general, and then -- sorry, I lost my train of 

thought, there.

THE COURT: Well, yeah, I do recall the attorney 

general and --

MR. LAFFREDI: Additionally, the --

THE COURT: The United States Trustee? 

MR. LAFFREDI: Well, I'm not making any promises 

there, Your Honor. So and finally, Your Honor, 1129(a)(6), 

this was also noted in the court's decision, any plan that the 

debtors propose, or anyone proposes, must comply with 

1129(a)(6). That is not an option here. 

So the fact that there is not a specific committee 

that is designed to negotiate that does not mean that the 

debtor is excused from a compliance end and that any plan that 

can be confirmed must comply. 

THE COURT: Well, is there anything that you would be 

aware of that either of our official committees, or the debtor, 

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really, could say if a group of rate payers asked to 

participate, to "sit at the table", but not in an official 

capacity? You're sort of not involved in that either way, are 

you?

MR. LAFFREDI: No, I wouldn't know that. But I don't 

see why they wouldn't. And I mean --

THE COURT: I mean, we have other unofficial 

committees. 

MR. LAFFREDI: Exactly. 

THE COURT: They're coming on -- there are some 

unofficial committees in this case. 

MR. LAFFREDI: There are, Your Honor.

THE COURT: Now, they are creditors, so they are --

it's easy to pay and I guess the difference is they don't bring 

the label of fiduciary with them --

MR. LAFFREDI: Right.

THE COURT: -- that would go with the official 

committee.

MR. LAFFREDI: Well, I mean, now we have TURN. TURN 

is -- their whole function, it sounds like, is to represent 

these interests. They have a claim now. They could come to 

the table and do this negotiation, if they would like. But 

just because there's no committee that's designed to do that 

without -- on top of some other interests as an unsecured 

creditor or other creditor, it doesn't mean that there's no 

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negotiation.

THE COURT: Okay. 

MR. LAFFREDI: Thank you, Your Honor.

THE COURT: Thank you, Mr. Laffredi. 

Either of the committees, Mr. Bray, do you want to --

and is the tort committee going to be heard today, too? Are 

you doing the heavy lifting for both committees today?

MR. BRAY: I would never speak for Ms. Dumas.

THE COURT: Whatever. 

MR. BRAY: Your Honor, I just want to follow up on a 

couple comments particularly made by the U.S. Trustee as to the 

motion and the creditors' committees views on this. Whatever 

status you want to confer there, setoff, right credit, whatever 

it is, it certainly, in our view, doesn't rise to the level of 

a separate committee. To the extent that the rate payers are 

concerned about payment of their claims, and I think I heard 

the term "safe and sustainable" PG&E or a new utility.

THE COURT: I think Mr. Karotkin was saying --

MR. BRAY: I can assure the Court we have a very 

diverse committee. We have labor, we have vendors, we have 

suppliers, we have pensioners represented. We have 

counterparties to executory contracts. We have long-term 

providers of capital.

All of our constituency is focused on the same issues: 

payment of unsecured claims and the safe and sustainable entity 

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post reorganization. That's our focus. We have no -- there's 

no divergent of interest with any creditor group on that 

matter. I think we've been very clear with the Court about 

that. You know, there are pleadings that we filed and we think 

that we're more than capable, as fiduciaries, to claimants who 

do have -- or creditors who do have claims of representing 

their interests in a satisfactory manner.

The only area I see where there's a possible 

divergence has nothing to do with the debtor-creditor 

relationship that the committee should be based upon. It's the 

notion of raising the rates with the rate payers, which I 

understand may be an issue. But that's certainly not an issue 

for an official committee in a bankruptcy court to decide. I 

think the Court was focused on this in its previous decision. 

We're focused on the debtor-creditor relationship, here. 

That's really outside the bounds of a debtor-creditor 

relationship.

THE COURT: Yeah, I don't know that I articulate it 

that same way, but it seems to me that's what we do, that we 

do --

MR. BRAY: Exactly.

THE COURT: -- debtor-creditor rights and 

(indiscernible) in the case of an insolvent state, equity 

holders. And an insolvent state, which is the more typical 

cases that we handle every day, that's whose rights we're 

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dealing with. We don't deal with divorces and we don't deal 

with parentages and we don't deal with, you know, other kinds 

of relationships very much.

MR. BRAY: I agree with that, Your Honor. It goes 

back to our discussion about FERC.

THE COURT: The customers -- I mean, the person 

who's -- 

MR. BRAY: That's what FERC does. They deal with 

regulatory issues. CPUC deals with those issues. We're here 

to deal with the debtor-creditor relationship. And again, just 

to close, we're more than comfortable that we can adequately 

represent all creditors' interests with respect to those 

matters. 

We think we have a diverse committee that can take 

into account all the views that are properly taken into 

account, irrespective of Chapter 11 process. And if we think 

that there is a concern there, we would certainly raise it with 

the Court or the U.S. Trustee.

THE COURT: Okay.

MR. BRAY: Unless you have any questions, I'll stand 

down.

THE COURT: No, I don't. Thank you, Mr. Bray.

So am I right? We are not going to hear from the TCC 

side? Ms. Dumas, did you want to say anything? You did file 

something.

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MS. DUMAS: I would, Your Honor. Thank you. Cecily 

Dumas, Baker Hostetler on behalf of the Official Committee of 

Tort Claimants. The committee has elected not to take a formal 

position, with respect to the motion. It's sympathetic to the 

concerns of the rate payers, particularly in the event that 

this turns out to be an estate that may be insolvent. And the 

cost of the wildfire losses get past, in part, through to rate 

payers. The Official Committee of Tort Claimants represents 

probably the largest group of customers of PG&E. So we are 

customers, not in our capacity here, as rate payers --

THE COURT: Right.

MS. DUMAS: -- but we are local. We are the 

communities. We've also considered the technical legal issues 

that Your Honor has raised with the Court. An for those 

reasons, we've elected to simply not take a position.

THE COURT: Okay. Thank you, Ms. Dumas. 

All right, Mr. Harris, you have the closing comments. 

And then I'll take the matter -- and at this time I'm also 

going to take under advisement -- I want to give this a thought 

and I hope to issue a written decision on this one sometime in 

the very near future. But go ahead and make your closing 

comments.

MR. HARRIS: Thank you, Your Honor. I can see that a 

steep slope became a bit harder to climb over the course of 

this argument. But --

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THE COURT: Well, sometimes that's what it's all 

about, right?

MR. HARRIS: I do have some comments, though, Your 

Honor. First, you know, I appreciate Your Honor simplifying 

things down to a hypothetical. But there is another point for 

claims besides the GHG allowances. It's the wrongdoing that 

PG&E engaged in that is subject to investigation by the CPUC, 

tens of millions of dollars. And this is set forth at pages 5 

through 6 of my brief. Misrepresentations with regard to 

communications about the San Bruno fire, explicit 

misrepresentations about where and when permits are issued for 

excavation. 

I mean, we're talking about a very substantial claim 

here that would go to rate payers. That's not something that's 

going to be paid, necessarily, by October. We don't know when 

it's going to be fully adjudicated. But it exists and it 

continues. And I would note that there is no bar date for 

claims yet, so we don't know the full extent of what claims for 

rate payers might be. I did note that in the debtors' motion, 

they said that rate payers need not file claims. But I suspect 

we will.

THE COURT: But I mean, again, don't you think the 

reason why rate payers don't file claims is because the 

debtors' position is they're not creditors? 

MR. HARRIS: And I disagree with that. I think we are 

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creditors.

THE COURT: Well, I understand. And what do you do in 

a case where you aren't listed as a creditor and don't -- and 

the debtor says I don't owe this person anything? You file a 

claim --

MR. HARRIS: Exactly.

THE COURT: -- if you believe you're entitled to it. 

And if you file a frivolous claim, there are consequences. And 

if you file a claim with a basis, then you've done all you can 

do at that point.

MR. HARRIS: Sure. And I don't want to speculate, but 

it could --

THE COURT: But again, but what if -- I mean, I've 

read your papers. Let's focus on the San Bruno fire. If the 

San Bruno fire was -- and following the San Bruno fire, there 

was some mischief by PG&E individuals or the company and that 

gives rise to what, in terms of bankruptcy terms? A claim?

MR. HARRIS: It could be -- it is a claim and it could 

be paid in any number of ways. 

THE COURT: Right.

MR. HARRIS: It could be a statement credit. It could 

be a cash payment.

THE COURT: But it's a claim. 

MR. HARRIS: It is a claim. 

THE COURT: And the person who owns the claim is 

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somebody who has been harmed by the conduct. Now the perfect 

example, obviously, would be just like the -- the 2017 and 2018 

fire victims. There are, or were, San Bruno fire victims. If 

they have -- if they didn't have claims -- I mean, if their 

claims still exist, they'd be creditors. They wouldn't have 

claims as rate payers. Why do you think it's different now?

MR. HARRIS: Because these are separate claims that 

are owed to the rate payers generally for misconduct for --

THE COURT: But how does the misconduct --

MR. HARRIS: -- essentially damage the public.

THE COURT: -- harm the person in the role of a person 

who pays a rate, a person who purchases services?

MR. HARRIS: Your Honor, it's essentially a penalty 

for failure to comply with applicable utility law. And it's 

paid out to the state's general fund. It's paid out to 

particular cities listed in my papers. And it's paid out to 

the rate payers. So it's hard to say there's really a basis 

for an offset here at this point. It's completely unliquidated. 

The parties are just so different.

But I'd like to move on. You had a very specific 

question about can the credit -- the five-dollar credit be 

exceeded by a rate payer who has a small bill and the answer is 

yes. A specific example would be a solar-enabled rate payer, 

whose net energy use doesn't create a bill. PG&E still owes 

the rebate. So I know that's a very granular point, but you 

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asked if it was possible --

THE COURT: No, I understand. I understand the point.

MR. HARRIS: -- that the credit could be issued.

THE COURT: I mean, you'd have -- I guess even the 

people with solar sometimes are borrowing gas from the same 

utility. But leaving that aside, you know, we get the ads for 

don't have to pay your bill anymore, buy solar. But therefore, 

what? I mean, that -- are you entitled to a rebate if you 

don't pay anything? Is that what you're talking about?

MR. HARRIS: You are.

THE COURT: Okay.

MR. HARRIS: That's exactly right.

THE COURT: Okay.

MR. HARRIS: So there is a rate dependent --

THE COURT: So when was it paid? If I went all solar 

on January 29th and suddenly I think, God, I never have to pay 

another PG&E bill, I would've gotten my refund in April? 

MR. HARRIS: I would assume that --

THE COURT: Or October? Then I'm done, right?

MR. HARRIS: I would assume that PG&E will have to 

issue checks April, October or at some point, but I'm -- I 

don't know when.

THE COURT: But you heard my discussion with Mr. 

Karotkin. Even if you are a creditor for that temporal time, 

you're going to stop being a creditor because as a matter of 

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law, your claim's going to be paid, notwithstanding the 

bankruptcy.

MR. HARRIS: That's correct, Your Honor.

THE COURT: I mean, it's in effect. It's in effect of 

preference of a special class of creditor that's going to get 

paid even if there's never a Chapter 11 plan, right?

MR. HARRIS: Well, it's not dissimilar to the spouse 

who's owed alimony maintenance or support. There's a periodic 

obligation. They have to be paid. But that doesn't mean 

they're not creditors, Your Honor. That doesn't mean they 

don't have a right to participate in the case. 

I do want to move on to Mr. Karotkin's point. I don't 

agree, for the reasons that we've just been talking about, that 

my clients are not creditors. There are the rights from the 

San Bruno fire and the ground excavation violations that we 

talked about. I don't think it's counterproductive to have a 

committee that has a time limit. I think that this case needs 

to resolve relatively quickly. And to think that we're not 

going to have a plan by next October is problematic for me. To 

remove the voices from the rate payers, at this stage, when 

they could be heard, at least on an official basis, would be 

greatly beneficial. And I think it would streamline these and 

speed up this case.

Your Honor, I think it's important to look -- and we 

really never got to this, about what a rate payers committee 

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would do. You know, we've heard a lot of talk about, well, 

everything's all about 1129(a)(6), that that essentially 

preempts any concerns the rate payers might have. But the rise 

in rates is not solely considered at the time of the plan. 

Your Honor, if you --

THE COURT: Well, but if it is considered, who 

considers it?

MR. HARRIS: Well, it's the impact of what happens in 

this court.

THE COURT: Not the bankruptcy court.

MR. HARRIS: Let's say you, Your Honor, decide that 

you have jurisdiction over Section 365 and not FERC. And --

THE COURT: Well, no. The issue is whether I share 

it --

MR. HARRIS: You share. Okay, whether the contract --

THE COURT: -- not that I don't have some of it.

MR. HARRIS: -- whether the contract is rejected and 

the financial consequences of that. 

THE COURT: Okay, right.

MR. HARRIS: And the restructuring of those contracts 

may well be an integral part of this reorganization. 

THE COURT: Okay. 

MR. HARRIS: That will effect rates and it will never 

come before the CPUC under 1129(a)(6).

THE COURT: Well, I don't know that. I don't know if 

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that's true or not. Because if there's a number of rejections, 

that might give rise to substantial damage claims. I don't 

know. I mean, I'm not able to -- and it's not my job to figure 

out what's the CPUC's role, if there's a contract rejection. 

So you're suggesting that there may be consequences that aren't 

framed by the four corners of Section 1129 of the code. That 

may be true. But 1129 is the only successful door out, you 

know? 

There are only -- if you come into Chapter 11, there 

are only three ways out. It's like the roach motel. You go 

in -- or two. Chapter 7 or out, or dismissal. You know, what 

I'm saying. 

MR. HARRIS: Yes, Your Honor.

THE COURT: But the point is, no matter which way 

you're there, the bankruptcy court doesn't get involved in 

fixing rates. Authorizing rejection of a contract allows 

consequences, but not rates.

MR. HARRIS: I understand, Your Honor. But the point 

is that there may be consequences that the rate payers would

want to be heard on here, saying okay, if we do this, the 

result is X. And if we do that, the result is Y. And that's 

part of why we need to be heard on this side of the regulatory 

divide. It's critical that rate payers be able to comment on 

everything that happens here, because very little of what 

happens here is considered there.

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THE COURT: Okay, so let's suppose we get a great big 

PPA and leave aside the FERC issue, because that -- I don't 

want to go there today. Let's suppose we have a substantial

executory contract that the debtor moves to reject. And I'm 

asked to grant that motion or deny it. And you're come to the 

podium and you're representing the rate payers. What's your 

frame? How do you frame whatever position you want? Whether 

you want me to reject it or assume it, how do you articulate 

that position?

MR. HARRIS: Well, Your Honor, the rate payers may 

wish to be heard on a cost basis, on the impact on cost. They 

might wish to be heard on how it effects the overall power mix 

in the state and how the contract is restructured and what 

impact it will have down the line on the other power producers. 

You can see that there's a wealth of things that this court may 

actually want to consider before it gets over to the CPUC, if 

it gets to the CPUC. We don't know that that's going to 

happen. There's no transparency. And Ms. Sheriff would talk 

about that, if asked. There's zero transparency as to what is 

going on here when you look at it from the CPUC point of view.

Your Honor, I want to close with this. I certainly 

appreciate that the creditors' committee wishes to say that it 

is a welcoming place for rate payers. We really don't see it 

as that. They just have different interests than us. It is 

certainly true that to the extent that there's just purely a 

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question of payment of an unsecured claims, the narrow 

adjustment of the debtor-creditor relationship.

Yes, we share interests there. But the interests of 

rate payers, the diversity of what the rate payers may wish in 

these cases can greatly differ from what the committee has 

already said. The committee says we don't have claims. The 

committee says if we do have claims, they're going to get paid 

anyway, so it's safe to ignore us. The rate payers have 

concerns, Your Honor, that even if we were appointed and 

granted a seat on the committee, we don't think that it would 

be sufficiently representative. If you have any other 

questions, Your Honor, I'm happy to answer them.

THE COURT: No, I don't. And I appreciate all sides 

in the argument and the oral presentation, the written 

presentation. I compliment you all for doing that and the ball 

is in my court to figure out what to do. I will do my best to 

issue a written decision as promptly as I can. I can't promise 

you it's -- what day it's going to be. I'll do my best to do 

it quickly. 

MR. HARRIS: I look forward to it, Your Honor. I 

know things are busy in here.

THE COURT: Thank you. Thank you all for your time. 

And I believe we're finished. And Mr. Karotkin, unless you 

have any follow-up, any housekeeping?

MR. KAROTKIN: No, we're done. Thank you very much.

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THE COURT: Okay. I'll see you all next month. No, 

on the 22nd, on our next calendar. Thank you. Thank you. 

Have a good day everyone. 

(Whereupon these proceedings were concluded at 12:41 PM)

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I N D E X

RULINGS: PAGE LINE

Application for the retention of DSI and 19 10

Lincoln Partners Advisors LLC granted

Application for the retention of Centerview 18 5

Partners LLC granted

Application for the retention of Groom Law 20 22

Group tentatively approved pending supplemental

declaration

Application for the retention of Axiom 21 20

Advisors granted

Application for the retention of Simpson 22 20

Thacher granted

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C E R T I F I C A T I O N

I, Colin Richilano, certify that the foregoing transcript is a 

true and accurate record of the proceedings.

________________________________________ 

/s/ COLIN RICHILANO

eScribers

7227 N. 16th Street, Suite #207

Phoenix, AZ 85020

Date: May 10, 2019

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of 179
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Case No. 19-30088

May 9, 2019

$

$2.50 (1)

 120:8

A

abide (1)

 58:2

abilities (1)

 77:6

ability (7)

 49:20;53:25;73:18;

 75:11;110:25;130:3;

 135:23

able (10)

 7:2;40:3;61:20;

 74:16;124:18;129:9;

 131:9;139:7;151:3,23

absolute (1)

 7:20

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 28:9;54:17;79:4;

 106:9;108:23;112:18;

 118:19;130:10

abstain (3)

 49:20;79:7;81:21

abundance (1)

 18:14

accept (3)

 62:16;92:24;110:14

acceptable (3)

 17:19;18:13,19

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 116:6

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 132:17

acknowledges (2)

 42:20;134:9

acquired (1)

 111:17

act (3)

 6:22;25:24;96:13

acting (2)

 34:3;39:24

action (11)

 24:18;37:19;40:12;

 60:4;72:4,8,8,10;

 78:20;83:17;93:9

actions (3)

 44:24;89:6;93:5

actually (12)

 8:25;14:1;17:13,22;

 21:4;23:7;24:1;72:24;

 78:17;80:3;108:23;

 152:16

ad (1)

 109:24

add (7)

 6:5;16:6;33:12,13;

 64:16;120:22;129:12

added (1)

 56:18

addition (1)

 128:4

additional (3)

 45:13,13;139:5

Additionally (1)

 139:13

address (3)

 17:23;83:14;101:23

addressed (2)

 55:13;89:12

adequate (3)

 75:16;92:8;136:21

adequately (3)

 137:20;138:4;143:11

adjudicate (1)

 88:20

adjudicated (1)

 145:16

adjudicative (1)

 34:10

adjustment (1)

 153:2

administered (1)

 27:21

admitted (1)

 14:17

admittedly (1)

 113:7

admitting (1)

 83:20

adopting (1)

 117:17

ads (1)

 148:6

advance (2)

 40:10;68:24

advanced (1)

 72:21

advantage (1)

 9:2

adversarial (2)

 10:17,25

adversaries (1)

 10:21

adversary (1)

 56:10

adverse (4)

 10:11,21;21:24;

 63:19

advice (2)

 65:8,13

advise (1)

 43:2

advisement (3)

 95:15;107:23;144:19

advisors (1)

 12:9

advocacy (1)

 137:22

advocate (1)

 10:23

advocates (4)

 10:9,23;12:10,11

Advocating (1)

 137:11

affect (2)

 16:24;98:20

affected (2)

 39:7;87:9

affiliate (4)

 9:22,23;10:1,3

affirmed (1)

 31:3

afternoon (3)

 24:25;121:24,25

afterwards (1)

 9:24

again (55)

 12:12;20:5;21:2;

 22:6;23:20;31:2,20;

 36:24;40:22;42:7;52:6;

 53:19;56:7;57:23;58:3,

 12;59:16;63:1;64:22;

 66:4;69:18;78:7,8;

 80:24;86:8;89:3,8,17,

 18;90:11,19;91:7;

 92:23;96:22;101:2;

 102:24;106:23;108:3;

 122:1;123:13;127:11;

 128:22;130:8;131:15;

 133:11;134:7,7,8;

 135:4,4,15,21;143:10;

 145:22;146:13

against (31)

 33:11;47:20;53:1;

 60:22;73:3,4,8,19;

 74:17,19;75:23;76:2,

 12,15,24;77:10;91:15,

 16,21,25;92:2,18,21;

 93:5,10;94:10;95:3;

 98:22;100:15;125:16;

 130:4

agency (6)

 33:15;34:9,19;39:23;

 51:2;127:14

agenda (2)

 15:14;23:2

ago (2)

 80:1;133:14

agree (24)

 25:19;29:25;30:4,23;

 41:24;45:23;48:23;

 49:2;51:10;58:9;62:3,

 15,24;63:2,8;70:5,5;

 91:4;112:11;130:8;

 131:3,3;143:4;149:13

Agreed (2)

 51:5;132:4

agreeing (2)

 41:16;73:19

agreement (1)

 25:25

agrees (2)

 28:20;132:25

ahead (13)

 7:16;23:6;33:12;

 35:6;43:25;44:10;

 64:17;83:15;104:16;

 108:6;109:17;124:15;

 144:21

aid (1)

 112:15

Air (2)

 118:7,9

alimony (1)

 149:8

alive (1)

 42:19

ALJ (9)

 42:8;56:1,13;60:1,

 14;62:15,17;66:11;

 127:25

alleged (1)

 134:11

allocate (1)

 117:18

allocations (2)

 11:17;16:4

allow (3)

 94:12;107:8;120:2

allowability (1)

 47:10

Allowance (1)

 117:17

allowances (5)

 115:22;117:19;

 118:10;132:19;145:6

allowed (8)

 46:16;55:20;61:24;

 83:1,18,18;89:11;

 100:2

allowing (2)

 45:3,11

allows (3)

 94:13;115:6;151:16

almost (3)

 48:19;136:19,25

alone (1)

 7:13

along (4)

 39:18;85:12,15,18

although (2)

 20:13;65:1

always (5)

 8:10;9:10;73:7;

 89:20;90:12

amount (22)

 14:10;21:13;29:1;

 35:25,25;38:5;40:21;

 46:1;47:11;48:19;

 52:17,21;53:4;58:12;

 99:25;100:2;102:21;

 117:21;121:12,12;

 127:21;135:5

amounts (1)

 11:17

analogue (1)

 60:4

analysis (17)

 10:15,20,20;11:3;

 13:3;29:25;31:24;

 36:15,19;42:19;47:24;

 49:3;53:25;60:11;

 115:14;129:21;130:20

analyzed (1)

 37:5

analyzing (1)

 36:19

animal (1)

 120:16

announced (2)

 101:12;104:11

annual (1)

 126:21

anomaly (1)

 131:8

answered (1)

 123:4

anticipate (2)

 7:2;85:25

anticipating (1)

 128:3

anymore (3)

 113:3;116:14;148:7

apologize (5)

 23:7;70:22;78:5,8;

 123:21

appealed (1)

 128:22

Appeals (1)

 31:3

appear (3)

 16:23;110:8;122:4

appearance (2)

 46:24;127:9

appearing (2)

 96:21;108:15

appears (2)

 127:25;135:22

applicable (9)

 55:23;59:6;69:16;

 72:19;77:13,24;78:9;

 107:17;147:14

application (19)

 19:23,23,24;20:9,19,

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(1) $2.50 - application Case: 19-30088 Doc# 1974 Filed: 05/10/19 Entered: 05/10/19 12:37:14 Page 157

of 179
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Case No. 19-30088

May 9, 2019

 23,24;21:20;22:8,8;

 23:24;26:1,22;28:1;

 32:14,15;47:20;55:23;

 116:21

applications (10)

 13:12,16;15:13;19:8;

 21:21;23:19;24:15;

 25:22;26:16,19

applies (15)

 10:1;29:23;30:4;

 32:1;33:9,10;39:4;

 40:9;50:13;54:11;

 55:14;58:1,5,18;65:15

apply (11)

 6:17;10:3,14;29:4;

 30:11;51:1;54:10;

 62:13;68:19;75:25;

 135:1

applying (1)

 81:3

appoint (3)

 112:11;131:10;135:4

appointed (1)

 153:9

appointment (2)

 81:9;121:15

appreciate (8)

 17:7;19:6;46:20;

 68:25;83:9;145:4;

 152:22;153:13

approach (5)

 48:8;63:8;86:2,14;

 117:22

appropriate (7)

 26:18;55:17;86:16;

 90:15;102:3;107:12;

 129:13

approval (2)

 39:6;127:23

approve (3)

 18:4;20:18;22:14

approved (1)

 21:22

approving (1)

 19:7

approximately (2)

 26:3,18

apps (1)

 15:11

April (4)

 114:1;115:23;

 148:17,21

area (2)

 6:10;142:8

areas (1)

 65:5

argue (7)

 31:22;37:5;54:11;

 81:20;95:1;124:18;

 131:4

argues (2)

 31:23;124:11

arguing (3)

 31:23;71:8;119:12

argument (21)

 7:14,22;10:7;16:13;

 32:3,4;50:18;55:13;

 71:24;83:10;93:15;

 111:23,23;112:20;

 116:6,7;131:9;133:3;

 138:14;144:25;153:14

arguments (4)

 7:25;97:21;125:9;

 139:8

arises (1)

 53:9

around (6)

 10:6;12:18;13:19;

 69:18;114:19;116:12

arrive (1)

 47:22

Article (1)

 81:9

articulate (2)

 142:18;152:8

articulated (1)

 129:17

aside (2)

 148:6;152:2

aspect (1)

 51:18

asserted (1)

 28:17

assertion (3)

 50:12;51:18;53:1

asset (1)

 110:15

assets (2)

 61:5;110:23

assisting (1)

 137:3

associated (1)

 89:13

Association (3)

 22:23;99:1;122:3

assume (15)

 17:18;19:25;21:4,11;

 52:11;87:1;112:3,24,

 25;116:19;134:15,24;

 148:18,20;152:8

assumed (1)

 102:5

assumes (1)

 136:15

assure (3)

 134:12,21;141:19

attach (1)

 46:5

attaches (1)

 19:25

attaching (1)

 36:5

attempt (1)

 29:21

attempting (1)

 26:17

attempts (1)

 136:17

attention (1)

 37:15

attorney (6)

 7:20,21;62:9;95:21;

 139:9,11

attorney's (1)

 25:11

attribute (1)

 14:21

audio (1)

 45:21

author (6)

 7:15,17;18:25;19:1,

 14;82:5

authority (3)

 39:23;101:10;124:6

authorized (1)

 120:5

authorizes (1)

 114:10

Authorizing (1)

 151:16

automatic (11)

 29:4;35:15;40:11;

 57:4;75:21,24;82:9;

 105:13,15;106:2;

 132:20

automatically (3)

 65:6;130:15;133:17

available (4)

 77:20;83:19;84:5;

 107:18

average (1)

 126:21

avoid (3)

 45:21;60:19;68:20

award (1)

 76:23

aware (4)

 14:20;103:4;128:16;

 139:25

away (4)

 48:12;114:9;130:15,

 20

Axiom (3)

 21:11,14,19

B

b4 (10)

 50:13,20;51:19;

 53:23,25;54:3,6,10;

 58:1;59:19

back (24)

 24:17;25:5;28:1,8,

 25;40:2;41:25;46:1,4,

 18;48:19;79:11;83:5;

 85:6,7,14,19;120:4,10;

 130:9,18,25;133:14;

 143:5

background (3)

 23:15;71:24;98:12

backward-looking (1)

 38:2

bad (2)

 8:24;124:12

Baker (1)

 144:2

Bakersfield (1)

 95:22

balance (3)

 98:24;99:21;115:24

balancing (1)

 102:2

ball (1)

 153:15

ball's (1)

 66:2

bank (2)

 41:19;105:25

Bankruptcy (71)

 10:12;21:3;27:14;

 30:21;31:21;34:9;

 35:12;40:5,7;41:20;

 43:9,19;45:19;46:4;

 48:18;49:19,23,25;

 50:1,4;52:16,20;56:9;

 57:19;58:14;59:15;

 60:19;65:2,18,23;

 66:17;72:7,9;76:7;

 78:21;79:2;84:7;87:8;

 88:22;89:11;92:15;

 94:9;99:22;101:12;

 105:19;106:1;107:1;

 113:6;117:2;118:6,17;

 119:17,19;122:6,22;

 123:12,14;124:7,18,22;

 125:8;130:24;133:1;

 137:14,16,23;142:13;

 146:17;149:2;150:10;

 151:15

bar (12)

 81:13,14,19,19,25;

 89:23,25;98:9,10;

 105:24;106:18;145:17

based (5)

 27:8;113:1;127:16;

 135:5;142:10

bases (1)

 114:3

basic (1)

 124:20

basically (3)

 50:18;55:19;135:18

basis (16)

 26:20;36:19;51:21;

 65:8;69:9;78:23;79:2;

 82:10;97:10;110:9;

 128:17;134:11;146:9;

 147:17;149:21;152:11

became (2)

 111:21;144:24

become (3)

 98:5;99:21;114:15

becomes (1)

 98:6

beforehand (1)

 69:6

behalf (13)

 13:10;16:20;19:2,2;

 22:22;25:8;43:23;

 70:25;71:21;96:19;

 132:6;137:11;144:2

belong (1)

 7:19

beneficial (1)

 149:22

benefit (2)

 39:25,25

Benvenutti (4)

 7:6,24;13:10;15:7

Benvenutti's (1)

 7:13

Berg (5)

 34:15,20;37:8;38:10,

 11

besides (1)

 145:6

best (7)

 58:6;131:12;133:10,

 10,24;153:16,18

better (4)

 37:18;65:12;76:22;

 89:8

beverage (1)

 122:10

bifurcate (3)

 73:4,18;76:5

bifurcated (1)

 22:9

bifurcation (2)

 42:18;63:3

big (11)

 7:3,23;8:2;10:4,4;

 12:8;47:12;65:19;83:4;

 104:18;152:1

bigger (2)

 63:14;125:24

bill (14)

 112:23;113:1,2,8,16;

 114:2,2;117:6;119:21;

 130:22;147:22,24;

 148:7,17

billed (2)

 113:23;126:10

billing (2)

 114:16;115:21

billion (6)

 12:13,14;110:16,16;

 127:22;128:2

bills (1)

 126:21

Binder (1)

 108:14

bird-dogging (2)

 22:7,14

bit (9)

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(2) applications - bit Case: 19-30088 Doc# 1974 Filed: 05/10/19 Entered: 05/10/19 12:37:14 Page 158

of 179
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Case No. 19-30088

May 9, 2019

 13:19;14:10;20:20;

 33:1;52:24;106:11;

 111:19;134:19;144:24

blamed (1)

 8:6

blank (1)

 64:19

blessed (1)

 8:12

blocking (1)

 104:18

BLOOM (12)

 43:23,23;44:2,5,7,8,

 9,11,12;46:7,21,22

Blue (9)

 75:5,15,20;76:13,16,

 17;91:22;93:10;94:10

board (2)

 43:15;118:10

boat (1)

 91:4

body (1)

 34:10

bogged (1)

 20:6

bond (1)

 105:25

borne (1)

 117:24

borrowing (1)

 148:5

both (14)

 7:16;13:20;31:5;

 32:10;38:11,12,21;

 43:21;48:14;49:11;

 86:1;132:2,18;141:7

bounds (1)

 142:16

boy (1)

 132:25

BRAY (34)

 22:4;46:25,25;47:2,

 4,9,15,18;48:4,21,25;

 49:2;50:8,11;51:5,10,

 12,17;52:1,5,10,13,23;

 53:3;132:9;141:5,8,10,

 19;142:21;143:4,8,20,

 22

Bray's (1)

 65:7

breach (1)

 106:16

break (6)

 45:20;65:1;70:10,17,

 17;108:3

breathing (1)

 106:3

bridge (2)

 59:2,2

brief (14)

 19:14;35:5;53:16;

 54:2,3;57:25;69:3,19;

 99:14;114:4,5;127:7;

 132:13;145:9

briefing (6)

 54:1,7;57:25;58:3,

 20;59:20

briefings (1)

 59:17

briefs (2)

 16:11;50:25

bring (6)

 40:2;45:16;66:11;

 79:2;114:24;140:14

brings (1)

 101:10

broad (5)

 26:7;50:12,14;83:10;

 106:11

broader (2)

 11:25;86:2

Brockovich (1)

 83:2

Brockovich-type (1)

 85:21

broke (1)

 54:12

Bruno (7)

 120:24;145:10;

 146:14,15,15;147:3;

 149:15

bucks (1)

 117:6

bunch (1)

 112:12

bundle (1)

 28:18

burden (5)

 72:6;79:23;103:13;

 136:8;138:1

business (5)

 16:24;74:15;116:8;

 118:23;122:12

businesses (2)

 109:19;117:24

busy (3)

 7:1;9:11;153:21

butchering (1)

 72:2

buy (1)

 148:7

by-case (1)

 65:8

C

Cal (2)

 121:3,5

calculate (3)

 40:20;47:17,18

calculating (1)

 38:2

calculation (3)

 48:2;59:24;60:9

calculations (1)

 59:12

calendar (17)

 6:5;7:9;9:6,14,14;

 24:16;71:1;90:5;96:5,

 23;97:16,18;103:25;

 104:4,6,15;154:2

calendars (1)

 6:25

CALIFORNIA (11)

 6:1;95:22;118:7,9;

 121:11,22;122:3,4,9;

 126:6;127:13

Call (11)

 6:3;27:2;39:16;

 51:23;54:2;65:17;78:4;

 93:2;96:15;119:7,8

called (6)

 33:11;41:10;60:1;

 74:20;95:9;124:22

calls (1)

 84:10

came (3)

 18:11;22:10;31:4

can (84)

 7:10,14;8:3;9:11;

 13:8;14:9,21;15:7,21;

 16:6;20:4;23:7;24:5;

 28:10;31:8;33:6;39:15;

 42:16,16;44:3;45:8;

 48:10;56:15;61:7,14,

 25;62:3,4,15;64:19;

 65:15;66:18;67:18;

 69:7,8,11;71:11;76:15,

 21,22,23;79:20;81:6;

 84:21,21;86:13,24;

 88:7;89:20;90:13,14;

 91:15,16,20,21;93:3;

 94:2;99:20;101:17;

 104:25;109:11;110:12;

 116:22;120:7;125:11,

 18;126:21;128:9,10,

 11;131:10;134:12,21;

 135:16;139:23;141:19;

 143:11,14;144:23;

 146:9;147:21;152:15;

 153:5,17

candidate (1)

 70:23

capable (1)

 142:5

capacities (1)

 49:6

capacity (3)

 50:19;140:3;144:10

Cap-and-Trade (2)

 117:17;119:22

capital (1)

 141:23

carbon (1)

 117:25

care (6)

 30:6;35:15;42:21,23;

 43:4;83:12

careful (1)

 17:3

carefully (1)

 53:15

carried (2)

 16:16;136:7

carrier (1)

 102:5

carriers (1)

 101:10

carryover (1)

 17:17

case (117)

 6:8,16;7:5;11:1,13,

 20;12:11;17:25;19:17;

 24:8;31:2,4,4;34:21,

 22;36:17,25;37:2;

 40:23;41:8,22;45:22;

 47:12;48:9;49:10;

 50:24;56:10,18,18;

 60:3,3,18;61:17;62:18;

 63:12,13,13,15,17,20;

 64:20;65:9;66:13;71:2;

 72:24;73:8,13,14,16,

 18,22;76:9,12,25;

 77:15,17,19;78:3,9,12;

 79:15,20;81:10;84:7,

 10;85:11,20,22;86:18;

 88:1;91:12;93:3,20;

 94:8,8;97:22,22,22;

 98:25;99:21;101:2;

 102:7,15;105:13;

 106:7;107:24;109:8;

 110:4,13;111:1,12;

 113:25;114:25;116:18;

 120:23;123:24,25;

 124:18,23;126:19;

 127:16;128:8,23;

 129:8,23;135:19;

 136:6,22;137:12,14,23;

 140:11;142:23;146:3;

 149:11,17,23

case- (1)

 65:7

case-by-case (2)

 50:9;51:21

cases (21)

 34:15;38:12;45:8,19;

 54:5;58:14;60:22;

 62:13,14;64:8;66:6;

 72:3;81:6,6;87:17;

 88:15,17;91:5;106:3;

 142:25;153:5

cash (1)

 146:22

cause (5)

 38:8;72:5;79:23;

 81:4;95:11

caused (1)

 51:17

caution (1)

 18:14

CCSF (21)

 16:1;24:20;33:10,10;

 35:23;36:4,13;37:10;

 40:14,18;41:14;42:9,

 12;43:14,18;45:2;

 61:15;65:15;66:12;

 73:20;93:10

CCSF's (1)

 60:15

Cecily (1)

 144:1

cement (1)

 122:10

center (1)

 36:10

Centerview (8)

 16:15,15,18,21,22,

 25;17:7,19

certain (5)

 36:5;49:14;62:15;

 93:5;137:3

certainly (10)

 11:4;12:23;43:14;

 57:24;125:8;141:14;

 142:12;143:17;152:21,

 25

certainty (2)

 20:16;121:12

cessation (1)

 46:13

cetera (3)

 20:16,17;124:19

chair (3)

 19:5;74:20;76:23

challenge (3)

 48:2,3,4

change (7)

 6:7,8,16;116:22;

 125:6,7,8

changes (3)

 23:18;24:1;125:19

Chapter (8)

 74:16;129:4,6;

 135:20;143:16;149:6;

 151:9,11

characterize (1)

 39:20

charge (1)

 135:2

charged (1)

 35:25

charging (2)

 35:24;36:4

check (1)

 27:15

checks (1)

 148:21

China (1)

 25:3

choice (3)

 79:17;93:11,12

choices (1)

 71:16

choose (1)

 93:10

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(3) blamed - choose Case: 19-30088 Doc# 1974 Filed: 05/10/19 Entered: 05/10/19 12:37:14 Page 159

of 179
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Case No. 19-30088

May 9, 2019

chooses (1)

 56:1

Circuit (4)

 34:15;36:18;37:2;

 64:24

circular (1)

 138:5

circumstance (1)

 80:3

circumstances (1)

 88:1

cite (2)

 86:17;98:25

cited (5)

 31:2;36:17;39:22;

 45:20;77:16

cities (1)

 147:16

City (37)

 25:9,10,18;26:2,16;

 27:2,25;28:14,18;

 29:12,21;31:25;32:1,6;

 33:23,25;35:17;46:1,

 19;48:16;55:18;58:15,

 21;62:8;63:25;64:5,23;

 65:10,21;74:25;75:25;

 76:24;85:4,8,13;92:18;

 124:2

city's (5)

 25:13;32:2;59:4;

 65:23;85:7

civil (3)

 60:4,18;61:17

claim (75)

 11:22;28:15;29:1,2;

 41:2;48:1,5,8,10;53:1;

 64:5;81:20,22,24;86:9,

 22;89:16;98:1,3,5,6,21,

 22;99:4,17,22;100:1,2,

 3,19;101:1;102:19,25;

 103:6;105:1,6,23,24,

 24,25,25;106:6,16,17,

 19,20;107:17,19;

 111:17;112:17;118:7,

 8,18,23;119:3;120:1,

 10,18;124:17;130:5,

 15;134:19,20;135:5;

 138:3;140:21;145:13;

 146:5,8,9,17,18,23,24,

 25

claimant (2)

 49:17;121:4

claimants (12)

 11:18,20,21;82:15;

 83:15,20;91:5;95:23;

 111:2;142:5;144:3,8

claimants' (1)

 15:16

claim-by-claim (1)

 36:19

claiming (1)

 53:22

claims (85)

 10:15,16;11:5;36:18;

 37:24;46:16,17;47:8,

 12,20;50:5;56:9;65:3;

 80:4;82:2;83:1,15,24;

 85:21,21;86:3,14;88:3,

 19,20,21,21,23;89:9,

 11,19;90:12;98:16,19;

 100:4,6,7,8,9;102:14;

 105:9,18,25;106:18,24;

 111:5;114:3,25;

 115:12,16,20;127:17,

 21;128:8,12;129:3;

 133:10,12,12,20;134:8,

 11,12;136:3,4,5;

 138:10,18,19;141:16,

 25;142:6;145:6,18,18,

 20,23;147:4,5,6,7;

 151:2;153:1,6,7

claim's (1)

 149:1

Clara (1)

 99:1

clarification (2)

 40:9;66:21

clarifies (1)

 21:6

clarify (2)

 114:18,20

clarity (2)

 45:17;122:24

class (2)

 34:20;149:5

classic (2)

 105:13;106:17

clean (1)

 117:19

clear (15)

 10:10;24:9;40:4;

 41:17;43:16;49:7;

 51:14;63:17;66:5,9;

 72:2;78:9;82:7;136:7;

 142:3

clearly (6)

 36:22;51:2,8;100:5;

 125:13;130:5

CLECA (3)

 122:3,8;125:21

CLERK (2)

 6:4;70:20

clerks (2)

 8:14,16

client (10)

 17:15;19:2;34:12;

 43:3,19;76:24;93:6;

 111:17;131:11;138:10

clients (10)

 10:10;12:4,5;16:22,

 23,24;102:19;126:16;

 130:18;149:14

client's (4)

 16:24;72:19,20;73:6

climb (1)

 144:24

close (2)

 143:11;152:21

closely (2)

 44:14;46:8

closer (2)

 85:1,2

closing (4)

 79:11;108:22;

 144:17,21

clue (1)

 86:3

co- (1)

 87:24

cocounsel (3)

 14:19,21;30:18

co-counsel (3)

 61:25;62:4;86:1

Code (11)

 10:12;52:20;123:12;

 124:7,22,24;125:8;

 133:1;137:16;139:2;

 151:6

coexists (1)

 119:4

coincidence (1)

 87:4

cold (1)

 122:11

collateral (2)

 96:14,16

colleague (1)

 52:11

collect (2)

 42:2,12

collectively (1)

 72:16

collector (2)

 129:2;130:1

comfortable (4)

 71:8,12;108:4;

 143:11

coming (10)

 22:9;34:5;39:19;

 41:25;65:4;82:2;90:23;

 101:15;135:20;140:10

comment (18)

 9:13,17;14:2;15:24;

 16:7;17:16;18:25;20:5,

 22;21:9,19;23:5;50:14;

 51:20;79:11;105:8;

 114:20;151:23

comments (9)

 9:18;11:1;46:21;

 72:18;96:6;141:11;

 144:17,22;145:3

Commission (8)

 35:9;66:11;122:5,18,

 21,23;123:6;134:16

commissioners (1)

 30:19

Commission's (1)

 42:8

committee (92)

 8:21,22;9:18;12:6,

 21,21,22;13:20;15:15,

 16;16:9;18:12;19:4;

 21:16;43:20,21,24;

 46:23;47:1;48:6,7,22;

 51:22;53:6;72:15;86:2;

 109:7,20,21,23;110:2,

 5;111:7,7;112:2,3,8,12,

 15;113:9;114:17,23;

 115:5,7;118:24;120:3,

 11,16,19;121:9,15;

 123:20;124:1,4;125:5,

 11;128:10;129:8,10,

 12;131:10,11,14;

 134:1;135:5,13;136:1,

 18;137:8,13,14;138:19,

 23;139:20;140:18,23;

 141:6,15,20;142:10,13;

 143:14;144:2,3,8;

 149:17,25;152:22;

 153:5,6,7,10

committees (15)

 6:18;109:24;129:18;

 132:2;136:23;137:2,

 20;138:2,25;139:25;

 140:8,11;141:5,7,12

committees' (1)

 6:13

committee's (2)

 18:15;19:5

common (2)

 118:25;119:19

common-law (1)

 133:15

communication (1)

 90:6

communications (1)

 145:10

communities (1)

 144:13

company (9)

 36:14;65:2;74:12;

 75:10;99:25;100:23;

 105:1;134:15;146:16

company's (1)

 29:6

compared (1)

 72:21

compartments (1)

 65:1

Compass (4)

 9:15;10:20;12:3;

 13:11

compensate (1)

 110:17

compensated (2)

 120:11,14

compensatia (1)

 133:16

compensation (2)

 23:20;83:19

compete (1)

 11:17

competing (1)

 50:25

complain (1)

 39:16

complaining (3)

 35:17,21;43:7

complaint (27)

 26:6,7,13,15;36:3,3,

 22;39:17,23,24;53:21;

 54:13,24;55:8,22,23;

 56:4,6,16;63:13,13;

 66:24;67:13,16;68:6,

 13,14

completely (2)

 130:12;147:18

complex (1)

 74:12

complexity (1)

 101:2

compliance (2)

 44:17;139:22

complicated (1)

 48:13

compliment (3)

 22:7,11;153:15

complimentary (1)

 7:18

complimenting (1)

 52:12

comply (7)

 44:21;46:10,12;

 116:17;139:18,23;

 147:14

complying (1)

 45:21

component (6)

 36:9;37:25;51:15,15;

 110:14;122:14

concede (3)

 28:5,7;29:5

conceded (2)

 46:20;59:4

concedes (3)

 41:18;80:5;102:7

concept (5)

 85:14;100:12;

 114:17;126:2;130:11

concepts (1)

 133:15

concern (7)

 23:10,21;50:11,17;

 51:17;53:9;143:17

concerned (8)

 23:13;48:22;58:24;

 63:25;86:8;90:19;

 135:18;141:16

concerns (9)

 24:1;65:22;116:9;

 122:18;135:24;137:3;

 144:5;150:3;153:9

conclude (1)

 13:4

concluded (2)

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(4) chooses - concluded Case: 19-30088 Doc# 1974 Filed: 05/10/19 Entered: 05/10/19 12:37:14 Page 160

of 179
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Case No. 19-30088

May 9, 2019

 135:21;154:4

conclusory (1)

 137:1

condition (1)

 36:5

conditions (2)

 36:5;44:21

conduct (2)

 13:2;147:1

conducted (1)

 17:1

Conejos (1)

 86:18

confer (2)

 137:13;141:13

conference (2)

 54:21;101:7

confident (1)

 77:5

confidential (4)

 16:22,23;17:2,4

confirm (2)

 17:1;126:14

confirmation (1)

 128:1

confirmed (3)

 65:25;111:4;139:23

conflict (2)

 10:10;21:5

conflicts (1)

 20:15

confusing (1)

 31:19

confusion (2)

 43:18;58:24

conscious (1)

 35:11

consensual (2)

 11:15,15

consensually (1)

 12:20

consent (6)

 61:14,15;86:24;87:1,

 7,11

consented (1)

 86:25

consequences (10)

 9:22;11:14;35:10;

 45:21;134:18;146:8;

 150:18;151:5,17,19

Consequently (1)

 20:13

consider (3)

 27:11;97:24;152:16

considerations (2)

 10:7;62:13

considered (5)

 50:12;144:13;150:4,

 6;151:25

considers (1)

 150:7

consistent (3)

 9:19;21:25;41:16

consolidate (2)

 56:1,11

consolidated (1)

 54:22

constituency (1)

 141:24

constituents (2)

 109:20,23

constructive (2)

 8:25;119:12

consult (1)

 17:15

Consumers (1)

 122:3

contemplate (1)

 137:14

contemplated (2)

 137:15;139:2

contend (1)

 74:5

contending (5)

 73:6,23,23,25;74:2

Contested (2)

 13:21,22

context (1)

 89:19

Continental (2)

 39:22;41:7

contingent (1)

 128:8

continue (5)

 9:4,12;12:4;52:15;

 86:12

continued (4)

 13:12;80:12,24;

 104:12

continues (1)

 145:17

continuing (1)

 81:16

contract (8)

 52:24;106:16;

 150:15,17;151:4,16;

 152:4,13

contracts (3)

 128:7;141:22;150:20

contribution (3)

 110:9,18;131:21

control (1)

 14:22

controlling (1)

 60:22

convenience (1)

 70:16

conversation (1)

 15:4

convince (2)

 61:7;76:23

cooperation (1)

 17:7

coordinating (1)

 102:9

copies (1)

 14:8

copy (1)

 18:1

corners (1)

 151:6

Corporation (2)

 6:4;74:14

Corporation-California (1)

 96:19

correctly (2)

 46:3;98:8

cost (8)

 27:25;117:23,25;

 122:13,14;144:7;

 152:11,11

costs (5)

 89:7,12;94:9;95:12;

 122:16

counsel (40)

 6:13,13;7:6;9:20;

 16:5;20:1;21:12;31:5,

 22;41:2,14;43:20;44:1;

 46:19;47:1;53:11;63:9;

 71:3,9;72:15;78:14;

 80:2,10;84:6;85:4,6,7,

 8,13;86:1;87:5;93:4;

 94:1;105:17;110:5;

 111:2;121:22;122:2;

 125:20;134:9

counsels (1)

 7:25

counsel's (2)

 80:14;84:10

counterintuitive (1)

 126:17

counterparties (1)

 141:22

counterparty (1)

 128:6

counterproductive (2)

 135:12;149:16

countless (1)

 11:20

country (1)

 20:7

County (3)

 25:9;35:17;99:1

couple (8)

 6:6,15;8:15;15:17;

 58:19;85:23;122:20;

 141:11

course (4)

 73:7;74:12;75:6;

 144:24

Court (645)

 6:3,5;8:6;11:4;12:8,

 9;13:14,17,21,23,25;

 14:3,8,12,17,19,25;

 15:7,12,17,21,24;16:3;

 17:5,8,11,16,21,25;

 18:3,9,16,18,20,22;

 19:10,15,17,19;22:5,

 14,18,21,24;23:3,5,9;

 24:4,13,13,25;25:3,6,

 12,15;26:8,11,14,23;

 27:1,7,9,11,13,17,23;

 28:2,4,7,10,13,15,24;

 29:2,9,12,17;30:4,9,12,

 14,18,21,25;31:3,13,

 19;32:10,12,17,19,22,

 25;33:3,5,16,21;34:2,7,

 9,10,17,18,20,23;35:1,

 5,13,23;36:11,13,20,

 24;37:2,9,15,18;38:4,6,

 8,10,15,21,25;39:9,13,

 17;40:5,8,13,19,22,25;

 41:3,11,21;42:2,5,7,11,

 14,16,23;43:1,4,6,13,

 25;44:3,7,10;46:4,4,6,

 18,19,23;47:2,5,12,14,

 16,21;48:3,6,24;49:1,6,

 9,19;50:10,16,23;51:6,

 11,16,25;52:2,4,6,15,

 16,25;53:2,3,7,10,14,

 16,24;54:6;55:1,4,6,11;

 56:1,5,7,21,23,25;57:2,

 8,10,12,15;58:19;59:9,

 25;60:14,18,23;61:14,

 22,25;62:10,17,21;

 63:1,4,6,16,19,23;64:4,

 10,14,17;66:2,5,7,25;

 67:2,4,7,9,12,19,21,23;

 68:5,8,16,18;69:7;70:3,

 6,8,13,16,21;71:2,6,8,

 12,16,20,23;72:11,14;

 73:3,7,10,12,14,17,25;

 74:4,7,10,21,24;75:2,4,

 8,17,19,21;76:1,4,4,11,

 19,21;77:2,4,5,7,17,19;

 78:1,6,10,12,16,20;

 79:1,3,5,10,17,19,19,

 25;80:8,10,14,18,22,

 25;81:2,8,19;82:3,5,8,

 16,18,21,23;83:2,5,6,8;

 84:3,6,9,16,20;85:1,6,

 10,17,19;86:20;87:4,5,

 8,11,19,22;88:5,8,11,

 24;89:1,5,5,11,15,20,

 22;90:2,4,18,21,24;

 91:14,19,23;92:1,4,7,

 13,15,17,19,23;93:14,

 17,22;94:3,4,6,11,13,

 16,19,21,25;95:14,18,

 20,24;96:1,8,10,13,17,

 21;97:2,6,9,14,17;98:8;

 99:6,9,11,16,18,24;

 100:14,18,21;101:4,6,

 13,16,22;102:11,15,16;

 103:3,17,19,24;104:1,

 3,8,11,12,13,17,24;

 105:5,8,11,14,19,20;

 106:8,11,15,18,22,25;

 107:1,4,5,6,11,21;

 108:2,7,9,13,16,19,21;

 109:1,4,6,9,11,17;

 110:11,21;111:6,10,14,

 19,24;112:2,6,10,17,

 19,23;113:11,14,18,20,

 22;114:5,19,21;115:1,

 4,9,13,18,20;116:1,3,6,

 19,24;117:1,13;118:4,

 6,8,12,17,20,22;119:3,

 7,14,16;120:4,15,25;

 121:3,6,8,13,16,19,21,

 24;122:1,6,6;123:8,12,

 18,22,24;124:21;125:2,

 24;126:2,8,15,17,19,

 23;127:2,6,9,12,15,20;

 128:16,18,20,22;129:9,

 15;130:2,6,8,11,13,16,

 18;131:2,5,6,8,18,21,

 25;132:2,12,24;133:5,

 7,9,13,21,23,25;134:3,

 5,13,15,22,24;135:8,

 11;136:4,9,15,20;

 137:9,17,18;138:5,14,

 21;139:4,6,7,11,14,24;

 140:7,10,13,17;141:2,

 4,9,18,19;142:3,13,14,

 18,22;143:6,18,19,22;

 144:11,14,16;145:1,22;

 146:2,7,13,20,23,25;

 147:9,11;148:2,4,11,

 13,15,19,23;149:4;

 150:6,9,10,10,13,16,19,

 22,25;151:14,15;152:1,

 15;153:13,16,22;154:1

courthouse (1)

 84:1

courtroom (3)

 8:14;11:7;25:10

courts (2)

 66:6;86:23

Court's (4)

 50:21;66:17;73:2;

 139:17

cover (2)

 89:6;98:7

coverage (7)

 89:6;99:17;101:25;

 102:2,4,13;107:18

covered (6)

 37:22;98:4,5;99:4,

 25;100:13

covers (2)

 63:14;98:22

CPUC (15)

 113:1;114:6;116:11,

 22;117:17;132:20;

 135:1,17,22;143:9;

 145:7;150:24;152:16,

 17,20

CPUC's (1)

 151:4

craft (1)

 45:8

create (4)

 43:18;111:11;

 138:22;147:24

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(5) conclusory - create Case: 19-30088 Doc# 1974 Filed: 05/10/19 Entered: 05/10/19 12:37:14 Page 161

of 179
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Case No. 19-30088

May 9, 2019

creates (1)

 109:22

credit (21)

 19:1,2,12;27:15,16,

 19;89:9;113:1,24;

 117:4;126:9,11;

 130:19;132:19;135:3;

 136:23;141:13;146:21;

 147:21,21;148:3

credited (1)

 115:23

creditor (27)

 111:20;113:3,6,7,11;

 118:24;120:8,8;121:6,

 7;124:8,10;125:14;

 127:16;128:8,25;

 129:4,12;138:10,11;

 140:25,25;142:2;

 146:3;148:24,25;149:5

creditors (53)

 12:15;20:13;72:16;

 82:9;84:1;112:4,6,20,

 20;113:9;114:14,15,16,

 17,23;115:10,13;116:2,

 4,8,13,14,16;117:9;

 118:3;120:12;124:19;

 125:4,5,12;128:10,11;

 129:1;132:16,16;

 134:1;136:2,14,16,25;

 137:19,23;138:7,8,8,

 23;140:13;142:6;

 145:24;146:1;147:5;

 149:10,14

creditors' (10)

 8:22;12:22;15:15;

 120:16;128:12;136:1;

 138:24;141:12;143:12;

 152:22

creditor's (1)

 72:15

credits (4)

 125:20,23;126:7,24

credit's (3)

 19:13;113:2;130:22

criminal (1)

 104:18

critical (2)

 7:17;151:23

criticizing (1)

 52:12

cross (1)

 59:1

crowds (1)

 7:1

cuff (1)

 61:21

culpable (3)

 65:10,11;86:6

Culture (1)

 123:1

cumbersome (1)

 14:10

current (3)

 57:25;78:23;89:22

currently (2)

 80:20;87:17

Curtis (4)

 72:25;81:3;102:2;

 107:16

cushion (1)

 110:17

customer (5)

 34:3;35:20;36:14,15;

 117:5

customers (9)

 42:3;122:9,12,12;

 126:5;137:15;143:6;

 144:9,10

cut (1)

 130:4

cuts (1)

 7:16

cycle (2)

 114:16;115:21

D

D&O (2)

 23:22,23

damage (9)

 10:15,16;27:11;

 59:11;61:15;62:18;

 64:4;147:10;151:2

damages (26)

 11:7,8,18;12:12,13;

 26:24;27:5,5;45:13;

 46:13,13;47:8,11,20;

 48:2;51:15;52:21;

 53:22;58:9,12;59:24;

 60:9,15,15;61:11;

 120:23

date (27)

 78:23;81:14,17,19,

 25;85:16;89:1,3,23,25;

 90:5;98:10,10;101:5,

 19;103:19;105:24;

 106:18;107:18;111:15;

 113:4,4;114:15;117:3;

 130:21;135:2;145:17

David (1)

 71:21

dawned (1)

 128:5

day (19)

 6:7;38:16;40:13;

 58:14;64:2;103:22;

 113:2,7;114:10,14;

 117:3,5;119:23;120:4;

 130:24,25;142:25;

 153:18;154:3

days (6)

 6:20;12:20;65:19;

 69:6;71:15;98:14

DC (1)

 60:1

deal (17)

 7:4,23;8:2;10:4,4,12;

 55:16;65:3;67:17;

 69:18;82:22;86:2;

 143:1,1,2,8,10

dealing (8)

 32:13;65:3;67:15;

 68:15;86:14;92:10;

 120:18;143:1

deals (2)

 26:15;143:9

dealt (5)

 24:1,15;49:25;55:15;

 85:23

death (2)

 52:22;81:10

debate (4)

 10:18;12:17;33:8;

 52:22

debt (5)

 105:25;110:16;

 113:22;114:1;118:21

debtor (47)

 10:1,2;12:22;15:14;

 16:8;21:12,13;31:23;

 32:20;33:9;36:4,5;

 38:7;39:3,4;45:15,20;

 47:6;50:25;54:4;55:16,

 17,21;57:18;58:15;

 59:23;60:19,23;83:14,

 20;93:2,4;96:21;99:18;

 102:21;106:3;111:4;

 114:11;118:15,16;

 120:5;124:4;129:24;

 139:22,25;146:4;152:4

debtor-creditor (6)

 142:9,15,16,22;

 143:10;153:2

debtors (16)

 6:17;13:10;15:14,20;

 20:12;23:17;24:24;

 38:12;53:20;69:2;

 70:25;72:6;88:14;

 103:15;132:18;139:18

debtors' (9)

 6:13,24;7:7,25;

 21:12;32:3;33:22;

 145:19,24

debtor's (9)

 31:5;41:14;53:11,19;

 61:1,4;63:9;93:25;

 100:3

December (4)

 78:25;80:13,21;

 85:15

decide (18)

 15:25;31:7;43:13;

 59:19;73:16;74:9;81:6,

 10,13,17;83:5;93:2;

 102:17;123:8;131:10,

 15;142:13;150:11

decided (4)

 54:20;59:19;78:22;

 90:16

deciding (1)

 124:12

decision (24)

 19:5;31:3,10,15,18;

 40:10,14;48:23;49:14;

 50:9;58:11;64:25;81:5;

 101:17;117:16;123:10;

 124:25;135:17;138:6;

 139:6,17;142:14;

 144:20;153:17

decisions (4)

 31:2;39:21;111:13;

 121:13

declaration (6)

 20:3,19;21:5,8;

 26:20;53:22

declarations (2)

 54:16;69:3

declarative (1)

 40:15

declaratory (3)

 36:9,21;37:25

decline (1)

 117:18

deduct (1)

 99:20

deductible (6)

 89:7;99:10,12;100:7,

 9;102:22

deemed (1)

 127:24

deems (1)

 129:13

deep (3)

 56:20;75:10,15

deeper (1)

 75:8

defeated (1)

 11:22

defend (1)

 101:1

defendant (3)

 74:13;76:7;92:19

defendants (15)

 72:4;73:1,5,8,10,19;

 77:10,11;87:9,25;

 91:16,17;92:8,22;93:8

defending (4)

 83:17;84:6;99:21;

 102:6

defense (9)

 25:15;75:19;76:14,

 17;78:2,13;80:10;89:7;

 100:24

defenses (1)

 48:18

defer (3)

 9:6;47:5;49:20

deferred (2)

 61:16;134:14

defined (2)

 124:7,9

definitely (1)

 46:17

definition (3)

 10:3;63:21;124:19

defying (1)

 38:12

delay (4)

 63:25;64:9;90:16,17

delayed (1)

 64:1

demonstrate (1)

 138:2

demonstrated (1)

 81:4

demotion (1)

 7:23

denial (1)

 86:19

denied (1)

 79:22

deny (3)

 86:11;109:13;152:5

denying (1)

 99:2

dependent (1)

 148:14

depends (1)

 92:1

deposition (3)

 94:11,23;95:6

depositions (7)

 84:13,18,24;85:3;

 90:14;94:15;95:8

depth (1)

 75:14

deputy (1)

 62:8

described (1)

 127:18

designed (3)

 106:2;139:21;140:23

detailed (6)

 26:19;66:21,23;68:3,

 3;121:1

determination (20)

 27:1,20,24;29:9,11,

 15,16;30:11;44:16,19,

 23;45:2,5,10,16;46:10,

 13;53:6;59:5;120:1

determinations (2)

 48:13;70:23

determinative (1)

 136:22

determine (10)

 28:8;29:18;44:24;

 51:22;60:14;69:22;

 79:3;102:17;103:14;

 137:18

determined (5)

 47:12;48:11;60:7;

 61:16;118:3

determines (2)

 60:15;102:16

determining (1)

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(6) creates - determining Case: 19-30088 Doc# 1974 Filed: 05/10/19 Entered: 05/10/19 12:37:14 Page 162

of 179
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Case No. 19-30088

May 9, 2019

 52:17

devote (1)

 83:14

devoted (1)

 83:24

die (1)

 70:4

Diego (3)

 116:23;134:23,25

differ (1)

 153:5

difference (7)

 12:16;38:18;75:14;

 107:12;111:6;117:2;

 140:14

different (38)

 10:24;11:17,17,24;

 22:9;28:17;29:18;

 31:14;32:12;34:5,15;

 38:23;45:7;49:18,21,

 22;54:8;56:8,9;64:24;

 76:15;80:4;83:8;85:24;

 86:7;97:23,23,25;

 106:9;110:1;119:9,10;

 121:6,7;128:6;147:6,

 19;152:24

differently (1)

 87:13

diffused (1)

 110:7

digital (1)

 14:7

diligence (1)

 19:6

diminish (1)

 83:19

Dingley (8)

 31:4,4,5;34:16;37:7;

 38:4,10,11

DIP (3)

 110:12,21,22

direct (3)

 112:11;115:6,16

direction (1)

 54:8

directly (2)

 26:15;117:21

directors (1)

 23:12

directs (1)

 114:10

disa (1)

 32:8

disaggregate (1)

 129:22

disagree (5)

 49:12,13;51:19;

 117:11;145:25

disappear (1)

 114:8

disband (1)

 135:6

disclosed (2)

 16:24;20:23

disclosure (1)

 85:4

disclosures (1)

 16:17

discount (1)

 7:12

discourage (1)

 8:24

discover (1)

 20:14

discovery (12)

 11:2;56:19;80:7;

 84:11,12,14,15,17,22;

 95:3;98:15;102:9

discretion (2)

 123:15;124:13

discretionary (2)

 123:18;125:17

discussed (6)

 9:21;17:2;39:21;

 48:7;66:23;103:11

discussion (5)

 22:15;44:12;96:3;

 143:5;148:23

discussions (1)

 16:21

disinterested (1)

 21:24

dismissal (1)

 151:11

dispositive (1)

 60:3

dispute (6)

 11:2;36:2,6,10;

 51:24;66:12

disputes (1)

 68:8

disputing (2)

 39:3;51:23

disqualifier (1)

 21:3

dissimilar (1)

 149:7

distinct (1)

 122:11

distinction (1)

 58:25

distinguish (1)

 107:17

distinguishment (1)

 71:1

distribution (3)

 27:21;34:4;44:17

District (6)

 6:10;39:17;79:19;

 83:5;104:11,17

divergence (1)

 142:9

divergent (1)

 142:2

diverse (3)

 121:10;141:20;

 143:14

diversity (1)

 153:4

divesting (1)

 84:4

divide (3)

 16:9;123:17;151:23

divorces (1)

 143:1

docket (1)

 40:23

dockets (1)

 60:2

doctrine (1)

 133:16

doctrines (1)

 118:25

documents (1)

 96:24

dog (1)

 35:3

dollar (8)

 27:17;28:3,5;43:7,

 10;98:3;120:7;126:11

dollars (29)

 12:13,14;41:4;42:9;

 43:8,10;48:16;83:17,

 19;99:5,12,19;100:10;

 110:15;113:5,17;

 115:11,16;117:7;

 119:21,22;120:20;

 125:25;126:10,21;

 127:22;128:2,3;145:8

done (16)

 7:20;23:24;42:8;

 45:9;46:11;56:12;

 59:10,12;60:12;93:20;

 107:7;113:15;125:3;

 146:9;148:19;153:25

door (1)

 151:7

doubt (4)

 8:12;86:22;110:18,

 21

doubts (1)

 124:10

down (17)

 11:2;16:15;20:6;

 24:7;50:18;64:19;65:5;

 71:17;75:23;76:6;

 87:12;91:9;111:8;

 122:5;143:21;145:5;

 152:14

dozens (2)

 50:5,5

draft (1)

 67:17

draw (3)

 42:24;58:25;64:19

drawing (1)

 41:8

drawn (2)

 40:4;43:5

drill (1)

 30:20

drop (1)

 73:18

DSI (3)

 18:23;19:3,8

due (2)

 19:13;46:1

DUMAS (10)

 19:9,12,16,18;141:8;

 143:24;144:1,2,12,16

Dumas' (1)

 18:25

durable (1)

 129:5

during (4)

 45:18,22;98:14;

 101:12

duty (1)

 131:23

dutybound (1)

 110:2

E

earlier (5)

 35:16;72:11;80:14;

 82:25;101:20

early (4)

 65:9;93:3;123:24,24

easier (1)

 62:5

easy (1)

 140:14

ECF-registered (1)

 14:7

echo (1)

 136:12

economic (1)

 29:22

economy (1)

 58:6

Edison (1)

 122:9

educational (1)

 108:12

Edward (1)

 25:7

effect (7)

 6:23;29:24;38:12;

 135:3;149:4,4;150:23

effected (1)

 39:15

effective (1)

 110:4

effects (1)

 152:12

efficiency (1)

 117:20

efficient (1)

 111:11

effort (2)

 20:13;129:22

efforts (2)

 20:15;117:20

e-file (1)

 14:6

eighty (1)

 122:16

either (21)

 15:10;40:8,16;42:16;

 46:12;59:6;62:23,25;

 63:4;66:12;69:15;

 80:25;102:21;104:3;

 108:5;119:18;129:7,

 18;139:25;140:3;141:5

elected (2)

 144:3,15

Electric (2)

 116:23;135:1

electricity (3)

 64:9;117:25;122:14

eligible (2)

 34:3;113:9

eliminate (1)

 20:14

else (20)

 6:18,23;25:4,18;

 39:7;49:19;53:10;

 62:14;64:11;65:6,18;

 66:1,11;74:14;80:2;

 84:16;90:10;104:16;

 131:23;134:17

email (1)

 18:11

embedded (1)

 117:25

emphasize (1)

 10:24

Employees (1)

 22:22

employment (1)

 19:25

empowering (1)

 135:12

empty (2)

 74:20;76:23

enable (3)

 123:3,16;126:4

enabled (1)

 132:6

encouraging (1)

 9:8

end (13)

 12:2;20:7;38:16;

 40:13;42:11;53:7;

 56:20;65:22;69:24;

 75:18;78:23;131:13;

 139:22

ends (1)

 39:24

energy (8)

 25:13;35:8;117:19,

 19;121:22;122:3;

 125:21;147:24

energy-intensive (2)

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(7) devote - energy-intensive Case: 19-30088 Doc# 1974 Filed: 05/10/19 Entered: 05/10/19 12:37:14 Page 163

of 179
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Case No. 19-30088

May 9, 2019

 125:22;126:5

enforce (1)

 42:24

enforceable (1)

 119:25

enforcement (7)

 29:8,15;41:9;42:25;

 45:18;64:21,21

enforces (1)

 51:3

enforcing (2)

 33:23,24

engaged (1)

 145:7

engagement (4)

 12:19;13:1;19:24;

 20:2

engaging (1)

 102:8

enough (4)

 31:9;65:17;75:15;

 131:17

entered (1)

 93:8

enterprise (2)

 129:25,25

entire (5)

 39:14;49:3;111:3;

 114:1;115:24

entirely (2)

 100:19;136:19

entities (5)

 10:2;17:2;109:19;

 111:16;124:1

entitled (12)

 29:3;35:25;41:4;

 42:9;48:16;49:18;64:5;

 65:21;66:13,15;146:7;

 148:8

entitlement (7)

 33:24;40:16;41:21;

 63:20;117:4;119:3,4

entity (8)

 34:5,7,18;35:19;

 124:6;127:14;129:9;

 141:25

entry (2)

 41:8;42:25

environmental (1)

 51:3

equally (2)

 71:14;72:18

equity (6)

 124:20,21,22;

 125:12,13;142:23

equivalent (2)

 27:17;133:12

Erin (1)

 83:2

essentially (7)

 39:4;98:21;114:11;

 125:2;147:10,13;150:2

establishing (1)

 79:23

estate (12)

 11:13,16;21:15;

 47:20;53:1;61:2,5;

 82:20;83:25;94:9;

 107:8;144:6

estimating (1)

 46:17

estimation (1)

 11:5

et (3)

 20:16,16;124:19

etched (1)

 47:25

ETKIN (10)

 22:17,19,20,22,25;

 23:4,7,10;24:4,12

evaluate (1)

 136:20

even (28)

 11:24;27:18;33:7;

 35:19;36:13;48:10;

 54:2;56:19;69:8;72:24;

 76:6;87:7;95:12;

 100:22;105:22;110:14;

 111:16,16;116:4,6,7,

 13;119:7;133:13;

 148:4,24;149:6;153:9

event (6)

 6:25;54:25;97:20;

 101:18;113:8;144:5

everybody (3)

 24:8;66:11;85:15

everybody's (1)

 33:8

everyone (5)

 12:24;54:4;70:17;

 108:20;154:3

everything's (3)

 24:6;97:3;150:2

everywhere (1)

 62:13

Ex (8)

 94:18;97:10;112:9,

 14;128:15;129:10;

 131:12,13

exactly (13)

 36:3;57:14;68:10;

 86:10;126:1;135:15;

 137:10;138:13,13;

 140:9;142:21;146:6;

 148:12

examiners (1)

 30:19

example (13)

 11:21;14:13;39:2,17;

 41:22;51:3,7;126:10;

 137:6;138:9;139:8;

 147:2,23

excavation (2)

 145:12;149:15

exceeded (1)

 147:22

exceeds (1)

 126:9

excellent (2)

 132:22,24

except (6)

 20:6,23;80:14;98:22;

 99:4;100:13

exception (10)

 29:7,21;36:23;37:6,

 23;38:9;39:4;50:14;

 51:19;53:23

excess (1)

 100:10

exchange (1)

 125:20

exchanged (1)

 8:22

excluded (1)

 21:21

excuse (3)

 21:23;55:1;76:7

excused (1)

 139:22

executory (3)

 128:7;141:22;152:4

executory-contract (1)

 128:6

exempt (1)

 32:4

exempted (1)

 31:24

exercise (2)

 10:22;53:5

exercising (1)

 37:9

exist (5)

 65:24;109:23;

 120:19;129:14;147:5

existed (1)

 119:23

existence (1)

 136:24

existing (3)

 25:19;131:14;138:24

exists (1)

 145:16

exit (1)

 129:6

expansive (2)

 11:3;49:7

expect (2)

 20:11;109:2

expedited (2)

 78:22,22

expend (1)

 100:25

expenditure (1)

 98:25

expense (1)

 99:1

expenses (1)

 98:25

experiences (1)

 49:12

expert (6)

 84:24;85:3,4;90:14;

 95:2;124:17

expertise (3)

 44:23;46:10;47:14

experts (7)

 11:6,8;12:9;84:14;

 94:17;95:7,8

explain (1)

 136:18

explains (2)

 20:20;21:1

explicit (1)

 145:10

explore (2)

 63:8,10

exposure (1)

 102:21

expressed (2)

 40:14,16

expressly (5)

 46:11;106:2;132:17;

 135:21,22

extend (3)

 8:23;49:13;129:21

extended (2)

 9:2;135:3

extension (9)

 77:13,20,25;78:4;

 79:5,8,13;86:15,19

extensions (1)

 8:19

extent (12)

 33:12;37:3;53:24;

 86:15;135:16;136:4,5;

 138:3,18;141:15;

 145:18;152:25

extraordinary (1)

 136:6

F

fabrication (1)

 111:19

face (1)

 15:3

facie (4)

 72:5;73:8,13,14

facilitates (2)

 88:22;89:10

facilities (3)

 63:14;64:1,9

facing (1)

 89:3

fact (16)

 17:2;19:24;34:8;

 45:8;72:4;80:20;81:13;

 91:16;103:11;114:9;

 116:13;117:15;122:13;

 132:15;137:12;139:20

factor (5)

 72:25;102:2,3,4;

 136:23

factors (3)

 81:3;103:12;107:16

facts (3)

 41:21;80:18;82:11

failed (4)

 79:23;137:25;138:1,

 2

fails (1)

 102:10

failure (1)

 147:14

fair (5)

 21:13;66:9,10;99:1;

 131:17

fairly (1)

 107:25

fall (1)

 54:5

falls (2)

 36:22;37:6

familiar (5)

 20:8;31:1;71:24;

 123:19;124:25

far (3)

 49:13;86:7;104:15

fashion (1)

 56:2

fast (1)

 59:11

faster (3)

 54:24;55:9;72:21

fault (8)

 73:6,23,24;76:9,14,

 18;91:24;92:6

favor (5)

 36:1;41:13;103:12;

 110:14;126:12

favorable (2)

 40:14;43:18

Federal (6)

 25:23;34:9,19;35:8;

 45:17;79:3

feel (2)

 69:19;86:15

fell (1)

 101:12

felt (1)

 8:8

Fences (1)

 72:3

FERC (77)

 27:20;28:20;30:19;

 31:21,22;32:4,6,13;

 33:9,11,15;34:5,9;35:2,

 10,11,14,15;36:1;37:9,

 12;38:16,23;39:6,15;

 40:3,3,7,10,20;41:24,

 24;43:3,6,7;44:16,22,

 22;45:6,8,11,17,21;

 46:14;47:17,22;48:12,

 15;49:3,7;50:19;51:1;

 52:1,16;53:5,18;54:20;

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(8) enforce - FERC Case: 19-30088 Doc# 1974 Filed: 05/10/19 Entered: 05/10/19 12:37:14 Page 164

of 179
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Case No. 19-30088

May 9, 2019

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 65:21;66:10,24;72:16;

 127:17,17,24;128:1;

 143:5,8;150:12;152:2

FERC's (7)

 32:4;35:9;40:13;

 41:23;46:9;49:10;

 65:22

few (2)

 54:5;59:18

fiduciaries (1)

 142:5

fiduciary (3)

 109:22;136:2;140:15

fifteen (1)

 14:14

fifty (1)

 90:23

fight (1)

 35:3

fighting (1)

 61:20

figure (4)

 61:12;125:12;151:3;

 153:16

figured (1)

 13:18

file (19)

 6:20;7:5;21:4;25:24;

 29:1;35:5;39:7;48:1;

 69:5,19;81:20,23;

 105:23;143:24;145:20,

 23;146:4,8,9

filed (26)

 7:6;15:14,15,15;

 22:25;26:6,9,10;32:21;

 44:22;52:10;53:21;

 55:10;57:2;67:13;

 78:21;81:14,21;88:20,

 21;97:8;104:10;106:6;

 130:9;136:25;142:4

files (3)

 39:5,5;106:19

filing (6)

 19:1;23:10;25:21;

 39:16;72:9;89:9

filings (4)

 25:24;39:5;54:13;

 57:21

final (6)

 22:6;25:17;43:6;

 44:16;69:20,21

finally (1)

 139:16

finance (1)

 111:3

financial (3)

 102:5;122:25;150:18

financing (1)

 110:12

find (2)

 20:9;76:5

finding (4)

 21:23,23;86:18;

 137:18

finds (1)

 117:17

fine (11)

 11:11;15:9,23;18:20;

 24:4,6;46:20;59:16;

 62:5;71:9;97:10

finger (2)

 132:14;134:7

fingers (1)

 58:1

finished (1)

 153:23

fire (11)

 10:15;91:5;120:24;

 124:1;145:10;146:14,

 15,15;147:3,3;149:15

fires (2)

 50:1;86:5

firm (3)

 8:1;20:11,25

firms' (1)

 21:21

first (25)

 8:3;36:25;43:25;

 44:3;50:11;60:3,10,16;

 61:9;62:18;65:18;

 79:21;82:12;87:25;

 90:13;101:25;109:6;

 113:15,16;114:10;

 115:21;120:4;122:7;

 132:5;145:4

fiscal (1)

 29:13

fit (1)

 98:3

fits (2)

 53:1;100:12

five (12)

 6:20;12:20;69:6;

 70:12;110:16;113:5,

 17;117:7;119:21;

 125:25;126:11,21

five-dollar (4)

 113:1;130:19,25;

 147:21

fix (1)

 65:2

fixing (1)

 151:16

flip (1)

 76:22

floodgates (1)

 82:14

focus (11)

 37:23;50:20;61:2;

 71:25;83:11;109:6;

 117:20;136:14,15;

 142:1;146:14

focused (6)

 61:1,4;89:24;141:24;

 142:14,15

focusing (3)

 20:10;28:19;61:2

folks (1)

 128:11

follow (6)

 11:14;31:11;44:6;

 50:6;124:24;141:10

follow- (1)

 54:21

following (4)

 10:8;44:12;130:25;

 146:15

follows (2)

 44:14;46:8

follow-up (1)

 153:24

force (1)

 83:14

foreclosed (1)

 53:7

forever (1)

 6:11

forget (2)

 40:15;130:18

forgotten (1)

 124:3

form (6)

 18:5;19:25;39:1;

 43:15;52:17;66:18

formal (1)

 144:3

formation (1)

 109:21

former (1)

 120:12

forms (1)

 50:6

forth (3)

 20:3;58:17;145:8

forty (1)

 122:16

forum (1)

 35:22

forward (45)

 7:7;21:8;26:20;

 30:22;35:11;40:24;

 44:20;45:1,3,9,11,12;

 46:3,3,12,16;53:18;

 55:24;58:7,16;59:1,3,

 13;60:22;62:4;63:9;

 64:1,18;65:12;68:14,

 23;69:1,4,15;83:1;

 84:22;88:18;89:9,21;

 90:16,23;106:4;107:9;

 135:18;153:20

found (2)

 19:6;91:24

four (4)

 16:14;26:3;113:21;

 151:6

four-month (1)

 104:19

frame (2)

 152:7,7

framed (1)

 151:6

framing (1)

 45:24

FRANCISCO (19)

 6:1;25:9;35:17;

 36:17;45:12;46:15;

 55:18;57:2;62:9;64:23;

 75:15,19,20,25;76:13,

 16,18;91:22;94:10

Francisco's (1)

 44:15

frankly (2)

 45:11;58:10

frivolous (1)

 146:8

front (2)

 8:14;104:23

frozen (1)

 117:3

FTI (4)

 9:15;10:20;12:4;

 13:11

FTI-Compass (1)

 12:19

full (3)

 102:5;113:17;145:18

fully (2)

 99:4;145:16

fulsome (1)

 69:5

fun (1)

 133:1

function (5)

 37:10;43:9;48:13;

 138:24;140:20

fund (2)

 46:5;147:15

fundamental (2)

 125:11;133:13

fundamentally (1)

 134:7

funding (1)

 137:12

further (11)

 21:9;54:1,7;58:2,9,

 20;59:17,20;64:12;

 93:15;107:14

furthest (1)

 39:18

future (7)

 46:14;66:16;115:25;

 116:14;120:13;130:4;

 144:21

fuzzy (3)

 51:10;105:11,12

G

game (2)

 66:9,10

garbled (1)

 70:21

Gas (6)

 116:23;117:19;

 122:10;125:20;135:1;

 148:5

gazillion (1)

 43:8

Gelman (7)

 16:1;71:1,2,3;83:17;

 97:22;107:22

Gelmans (8)

 71:22;72:7;81:4;

 82:8;83:24;91:2,11;

 93:24

Gelmans' (1)

 94:8

Gelman's (5)

 72:24;83:14;84:12;

 87:18;88:1

general (3)

 139:9,12;147:15

generally (2)

 17:3;147:8

generate (1)

 121:11

gets (10)

 14:9;22:9;41:18;

 43:10;105:1;111:4;

 126:11;129:25;152:16,

 17

GHG (2)

 115:22;145:6

given (4)

 34:17;69:4;81:13;

 99:13

gives (2)

 43:7;146:17

God (2)

 59:11;148:16

goes (11)

 18:24;30:18;51:2,6;

 59:1;62:4;63:9;102:15;

 119:5;130:15;143:4

good (22)

 9:1;16:19;24:6,23,

 25,25;25:6,7,12;31:8;

 41:8;46:25;62:19;65:8;

 70:24;71:7;96:18;

 121:24,25;124:12;

 133:2;154:3

goods (1)

 117:23

Gorton (26)

 127:4,4,6,8,11,13,16,

 21;128:17,19,21,24;

 129:11,16;130:3,7,10,

 12,14,17,24;131:3,6,

 17,20;137:5

Gotshal (4)

 24:24;53:21;70:25;

 88:14

governed (4)

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(9) FERC's - governed Case: 19-30088 Doc# 1974 Filed: 05/10/19 Entered: 05/10/19 12:37:14 Page 165

of 179
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Case No. 19-30088

May 9, 2019

 29:6;31:24;41:4;

 65:23

governmental (7)

 33:17,22;34:1;51:2;

 124:1,6;128:13

grab (1)

 68:2

grabs (1)

 65:6

grant (15)

 30:5;31:8;41:1;

 49:20;58:22;59:3;

 68:20;69:8,14;85:10;

 89:4;90:22;93:23;

 97:11;152:5

granted (6)

 21:7;38:17;45:6;

 97:2,12;153:10

granting (6)

 69:17;79:18;82:8,13;

 83:13;94:8

granular (1)

 147:25

Great (2)

 97:13;152:1

greatly (2)

 149:22;153:5

green (1)

 41:12

Greene (1)

 25:8

Greenhouse (4)

 117:17,19;119:22;

 125:20

greenhouse-gas (1)

 132:19

Gregory (1)

 46:25

grid (1)

 112:25

Groom (8)

 19:21,22,23;20:6,9,

 16,19,23

ground (1)

 149:15

grounds (1)

 99:2

Group (6)

 20:7;124:3;137:22;

 140:1;142:2;144:9

growing (1)

 64:2

guaranteed (1)

 51:7

GUC (1)

 138:12

guess (11)

 13:7;24:25;43:13;

 83:4,6;102:17;114:12;

 120:8;131:22;140:14;

 148:4

guided (1)

 70:1

guys (2)

 124:12,12

H

hac (2)

 14:17,18

Hagen (2)

 39:22;41:7

hairs (1)

 33:1

Hale's (1)

 26:19

half (1)

 87:24

hand (2)

 12:3,4

handle (3)

 24:22;71:11;142:25

happen (16)

 11:10;41:6;57:24;

 72:14;87:8,13,15;

 88:16;90:5;91:20;

 98:10;102:25;110:10;

 116:18;138:23;152:18

happened (3)

 82:23;84:23;113:3

happening (2)

 11:9;134:21

happens (7)

 28:8;58:14;111:1;

 119:8;150:8;151:24,25

Happy (4)

 14:5;15:5;63:10;

 153:12

hard (6)

 61:12;101:20;

 104:15;123:7;126:22;

 147:17

harder (1)

 144:24

harm (5)

 59:13;61:10;64:2;

 86:5;147:11

harmed (1)

 147:1

Harris (106)

 16:7;108:10,12,14,

 14,18,20,23;109:2,5,

 10,15,18;110:20,24;

 111:9,11,18,22,25;

 112:5,7,14,18,22;

 113:10,12,15,19,21,25;

 114:18,20,22;115:2,8,

 11,15,19,22;116:2,5,

 16,21,25;117:11,14;

 118:5,7,9,14,19,21;

 119:2,6,9,15,24;

 120:13,17;121:1,5,7,9,

 17,20,22;124:11;125:3,

 9,25;126:10;130:19;

 134:9,25;138:9;

 144:17,23;145:3,25;

 146:6,11,18,21,24;

 147:7,10,13;148:3,10,

 12,14,18,20;149:3,7;

 150:8,11,15,17,20,23;

 151:13,18;152:10;

 153:20

hate (1)

 96:5

head (2)

 25:13;126:14

health (3)

 85:5,7,9

hear (13)

 46:23;54:8;56:11;

 72:14;76:1;77:5;79:10;

 93:25;96:1,6;109:2;

 131:22;143:23

heard (38)

 23:8;24:14;35:2;

 43:21,22,24;48:14;

 49:10;53:11;54:18;

 57:23;65:20;72:11;

 83:2;93:15;95:19;

 96:25;97:3,21,21;98:8;

 108:16;110:9;111:13;

 116:12;122:17,18;

 135:16,17;141:6,16;

 148:23;149:21;150:1;

 151:20,22;152:11,12

hearing (23)

 6:12,21;8:20;9:10,

 21;12:21;13:13;29:20;

 30:19;54:22;55:2;

 56:12;65:9;69:20,21,

 21,23;71:19;72:12;

 81:16;86:12;103:11;

 104:12

heavy (1)

 141:7

held (1)

 38:8

help (7)

 7:4;8:16;10:6;12:24;

 34:6;60:19;131:6

helper (1)

 88:5

helpful (5)

 9:25;19:6,13;35:5;

 54:17

helping (1)

 8:13

Hennigh (1)

 25:8

here's (2)

 10:6;118:10

hesitate (1)

 75:12

high (1)

 65:9

hill (1)

 70:4

hired (1)

 10:15

hit (1)

 107:16

hoc (1)

 109:24

hold (3)

 67:11;118:23;127:17

holder (1)

 125:13

holders (2)

 125:12;142:24

holding (1)

 114:25

home (1)

 30:1

Hong (1)

 25:10

Hong-An (1)

 70:24

honor (158)

 9:5;13:10;15:6;

 16:19;17:20,24;19:9,

 13;22:17,19;23:8,11;

 24:12,20,23;25:7,20;

 26:12;35:4;36:16;37:3,

 11;38:20;39:14;41:7;

 42:4,10,13,22;43:12,

 23;44:9,13;46:25;47:9;

 48:4;53:13;54:8;55:9;

 59:8;60:17;62:8;64:12;

 66:20;67:10;68:3,11,

 12,22;70:7,24;71:4,7;

 72:1,23;75:13,24;76:8;

 77:21;78:25;79:21;

 81:1,25;82:7,12;83:7;

 84:8,25;85:3;88:13,19;

 89:6;91:10,20;92:10;

 94:23;95:17;96:7,16,

 18;97:1;98:13;101:8,

 23;103:10,23;104:10;

 105:13;106:5,24;

 107:15;108:1,12,18,24;

 109:6,8;110:5,20;

 111:9,18,22,25;112:5,

 15,18;113:10,25;

 114:18;115:8;116:16;

 117:12;118:19;119:9,

 24;120:14,22;121:25;

 122:22;123:21;126:13;

 127:4,8;128:19,21;

 131:3,20;132:8,9,14,

 14;136:1,11;139:5,16,

 16;140:12;141:3,10;

 143:4;144:1,14,23;

 145:4,4;147:13;149:3,

 10,24;150:5,11;151:13,

 18;152:10,21;153:9,12,

 20

hook (3)

 75:12;126:25;134:17

hope (3)

 61:6;131:12;144:20

horrible (1)

 21:5

Hostetler (1)

 144:2

hotline (1)

 39:15

hours (3)

 9:9,9;16:13

housekeeping (3)

 6:6;14:4;153:24

Huang (43)

 35:1,4,8,8,14;36:2,

 12,16,21;37:1,3,11,17,

 21;38:7,14,20,23;39:1,

 12,14;40:2,18,20;41:7;

 42:1,4,6,10,13,15,22,

 24;43:2,5,12;48:14;

 50:17;57:23;58:23;

 65:13,21;66:3

huge (2)

 89:7;110:17

hundred (11)

 51:13;82:14;87:17;

 91:5;93:24;94:2;103:3;

 113:5;117:6;119:21;

 126:10

hundred-dollar (1)

 130:21

hundred-dollar-a-month (1)

 112:25

hundreds (1)

 120:19

hypothetical (5)

 113:13;119:20;

 125:25;129:21;145:5

hypotheticals (1)

 112:21

I

idea (1)

 8:25

identified (3)

 14:5;65:16;128:5

ie (1)

 46:10

ignore (5)

 10:24;93:25;94:1;

 137:1;153:8

II (1)

 129:6

III (1)

 81:9

ill (1)

 80:10

illness (3)

 78:13;80:2,15

imagine (5)

 9:11;11:9;14:9;40:6;

 104:20

immature (1)

 90:10

impact (6)

 56:17,19;98:16;

 150:8;152:11,14

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(10) governmental - impact Case: 19-30088 Doc# 1974 Filed: 05/10/19 Entered: 05/10/19 12:37:14 Page 166

of 179
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Case No. 19-30088

May 9, 2019

impacted (1)

 57:3

implementation (1)

 45:17

implemented (1)

 45:1

implicated (2)

 23:23;52:20

imply (1)

 24:8

important (10)

 7:4;17:3;30:14;

 45:16;54:4;66:5;109:7;

 126:4;129:18;149:24

improper (1)

 28:20

improperly (1)

 27:21

inapplicable (1)

 69:16

inappropriate (1)

 50:12

inclined (2)

 86:11;137:18

include (1)

 18:14

included (3)

 17:23;18:13;67:5

includes (1)

 121:10

including (6)

 20:15;26:20;28:21,

 21;124:2;136:2

inconsistent (3)

 73:21;74:11;91:11

inconvenient (1)

 91:9

incorrect (4)

 28:20;79:6;130:21;

 135:3

increase (1)

 94:9

increased (2)

 117:23;122:23

increasing (1)

 64:5

increment (1)

 100:13

incur (2)

 27:25;95:12

indeed (1)

 65:4

indemnity (1)

 17:18

indicated (2)

 89:17;105:17

indicates (2)

 99:15;136:22

indicating (1)

 104:11

indication (3)

 80:23,25;104:6

indiscernible (1)

 142:23

individual (2)

 120:20;124:9

individuals (3)

 86:4;110:6;146:16

industrial (3)

 122:8,10;126:5

industries (1)

 122:11

inevitable (1)

 47:24

inexpensively (1)

 107:8

infinitive (2)

 15:2;19:19

influence (2)

 10:5;12:25

informal (1)

 39:16

information (1)

 123:3

informative (1)

 19:4

informed (2)

 69:13;102:11

initial (4)

 79:23;102:1;103:13;

 117:20

injured (1)

 80:1

injury (15)

 11:23;40:25;48:10;

 49:17;76:9;79:15,25;

 81:6,10;84:13;86:22;

 87:20,20;88:21;95:23

inquiry (2)

 12:1;31:11

insight (1)

 8:3

insofar (1)

 129:1

insolvent (4)

 83:21;142:23,24;

 144:6

instance (2)

 33:25;61:9

instantly (1)

 115:21

instruct (2)

 43:14;76:5

insurance (27)

 23:12,23,23;75:16;

 89:6;97:5;98:4,5,7,15,

 16,22;99:4,13,23,25;

 100:6,13,15,23,23;

 101:25;102:2,4;105:1;

 107:18,19

insured (1)

 102:5

insurer (1)

 102:17

insurers (1)

 102:11

integral (1)

 150:21

intensive (1)

 125:22

interest (15)

 10:11;21:24;82:9;

 121:14;128:25;129:3,

 4,5,7,17,19;131:7;

 138:4,20;142:2

interested (4)

 82:10;86:13;93:1;

 137:2

interestingly (1)

 65:17

interests (15)

 109:25;110:2,6;

 136:24;137:5,11,21,21;

 140:21,24;142:7;

 143:12;152:24;153:3,3

interim (1)

 23:19

interplay (3)

 37:19;122:21,25

interpret (2)

 124:14;127:1

interpretation (4)

 49:8;50:15;123:13;

 125:17

interrupt (1)

 22:19

into (24)

 10:18;22:9;33:8;

 37:24;50:1;53:24;

 54:12;55:19;65:1;

 74:16;89:5,11;93:11;

 96:3,4;102:2;115:25;

 117:5;134:13;137:4;

 139:7;143:15,15;151:9

introduced (1)

 62:7

Investigation (3)

 123:1,2;145:7

inviting (1)

 12:23

involve (4)

 11:4,4,5;87:24

involved (4)

 14:11;120:23;140:3;

 151:15

involvement (1)

 50:2

involvements (1)

 74:12

involves (1)

 78:21

involving (4)

 23:16;64:23;85:20;

 103:6

irony (1)

 131:8

irrelevant (2)

 32:5;98:18

irrespective (1)

 143:16

isolating (1)

 37:13

issue (48)

 6:16;10:1;11:16,18,

 21,25;14:15,25;16:12;

 26:5,21;27:5;28:6,14;

 29:6;31:20;38:16;

 44:17;46:20;47:10;

 53:4,8;54:3,7,20,20;

 55:13;61:16;64:24;

 69:13;81:11;87:1;

 89:15;105:1,9;107:24;

 125:11;129:19;132:15,

 15,23;142:12,12;

 144:20;148:21;150:13;

 152:2;153:17

issued (4)

 38:8;114:10;145:11;

 148:3

issues (12)

 14:4;15:18;42:6;

 49:5;63:14;65:4;69:3;

 109:3;141:24;143:9,9;

 144:13

issuing (1)

 39:24

item (2)

 65:19;108:4

items (1)

 24:18

J

Jane (1)

 13:9

January (9)

 36:3,3;54:23;55:2,3,

 6;59:11;60:6;148:16

Japan (1)

 25:5

Jerry (1)

 43:23

job (7)

 7:4;41:25;42:2;

 76:22;77:8;123:8;

 151:3

joining (1)

 16:6

joking (1)

 83:12

Judge (17)

 58:4,9;59:18;60:1,

 19,24;61:4,7;63:3,7;

 64:22;66:7;73:18;84:9;

 101:17;104:3;133:2

judges (5)

 8:16;76:4,5;104:17,

 19

judgment (5)

 41:9;49:4;76:2,24;

 99:18

judicata (2)

 48:20,23

judicial (3)

 38:12;58:6;117:16

jump (1)

 91:8

juries (1)

 76:5

jurisdiction (7)

 47:21;49:8;50:15;

 52:2;66:17;73:2;

 150:12

jury (7)

 49:18;73:16;74:8;

 76:23;86:25;87:7;

 102:16

K

Karotkin (74)

 7:7;8:3,9;13:4;

 14:13;15:25;24:17,20;

 70:9,12,15,21;88:6,7,9,

 13,14,25;89:2,17,25;

 90:3,11,19,22,24;

 93:17;96:14,16;98:8;

 102:24;104:2;105:8,

 10,12,15,22;106:9,14,

 16,21,23;107:1,5,7;

 108:3,6,8;131:23,24;

 132:1,5,13;133:4,6,8,

 10,18,22,24;134:2,4,6,

 21,23,25;135:9,15;

 136:5,12;141:18;

 148:24;153:23,25

Karotkin's (1)

 149:12

keep (7)

 26:11;65:12;69:7;

 70:18;91:1,14;108:10

Keller (1)

 13:9

kept (1)

 50:3

key (2)

 111:13;120:1

kick (1)

 23:13

kicks (1)

 48:17

Kim (22)

 7:6,12,24;13:7,9,9,

 15,18,22,24;14:1,4,16,

 18,24;15:5,9,13,19,23;

 16:2;82:6

Kim's (1)

 82:7

kind (20)

 8:18;13:2,18;21:20;

 28:15;38:13;42:18;

 51:8;57:25;62:14;

 79:14,14;81:22;88:25;

 100:24;105:6;116:19;

 121:6,7;138:5

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(11) impacted - kind Case: 19-30088 Doc# 1974 Filed: 05/10/19 Entered: 05/10/19 12:37:14 Page 167

of 179
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Case No. 19-30088

May 9, 2019

kinds (3)

 62:12;65:4;143:2

knew (2)

 90:9,9

knock (1)

 105:11

knocked (1)

 105:12

knowing (1)

 18:25

knowledge (2)

 56:8;104:8

knows (5)

 59:11;60:1;65:25;

 88:19;91:3

Kreller's (1)

 52:11

L

label (2)

 119:23;140:15

labor (1)

 141:20

Laffredi (20)

 132:6,7,11;136:10,

 11,11;137:10;138:13,

 16;139:1,5,13,15;

 140:5,9,12,16,19;

 141:3,4

Landmark (1)

 72:3

language (4)

 17:23;18:13,19;

 23:21

Lapping (37)

 96:17,18,19,22;97:1,

 4,7,13,15,25;98:12;

 99:8,10,12,17,20;

 100:5,17,20,22;101:5,

 8,14,19,24;102:7,10,

 11;104:9,10,14,22,25;

 105:6;107:14,15;108:1

Lapping's (1)

 102:18

large (9)

 20:11;38:23;74:12;

 85:21;102:21;106:12;

 121:22;122:3,8

largest (1)

 144:9

last (8)

 9:13;43:17;52:10;

 98:14;103:11;104:11;

 108:4;135:10

late (2)

 13:12;19:1

later (2)

 64:8;97:16

Latin (1)

 138:7

law (40)

 8:1,13;20:7,11,25;

 21:21;31:2;41:20;43:9;

 45:18;51:3;77:15,17,

 19;78:3;94:13;102:1;

 109:12,13,14;115:17;

 116:17;117:10;118:18,

 25;119:5,8,17,19,25;

 123:14;124:18,18,23;

 125:8;128:23;133:14;

 136:22;147:14;149:1

law's (1)

 136:7

lawsuit (1)

 60:5

lawyer (7)

 7:8;14:5;15:10;

 38:11;49:11;59:4;

 111:7

lawyers (12)

 10:8,9,9;14:7;77:10;

 95:6,8,9,10;133:2;

 137:7,8

lay (1)

 54:9

layperson's (1)

 66:10

lead (1)

 23:15

learning (1)

 133:15

least (17)

 6:14;7:9;10:2;12:20;

 20:20;24:9;29:5,20;

 31:16;54:18;81:24;

 86:12,21;96:23;

 138:10,14;149:21

leave (9)

 6:23;7:13;12:17;

 16:13;24:10;29:23;

 62:1;120:7;152:2

leaves (1)

 11:16

leaving (1)

 148:6

led (1)

 50:18

left (6)

 63:21;64:20,24;

 70:22;94:16;95:1

legal (5)

 38:21;49:1;98:25;

 134:10;144:13

legislature (1)

 118:2

lenders (2)

 110:22,22

Leonard (1)

 95:21

lets (1)

 31:22

letter (4)

 19:24;102:12;105:2,

 7

letting (2)

 30:22;58:7

level (2)

 27:2;141:14

leverage (1)

 110:13

Levine (4)

 20:3,20;21:4,8

levy (1)

 41:19

liability (9)

 23:12;59:5;60:7,10;

 61:16;62:19;63:18;

 102:17;103:14

liable (4)

 60:16;74:1,2,6

life (1)

 40:23

lift (8)

 47:23;54:11;60:23;

 61:9;68:13;81:16,17;

 102:3

lifted (3)

 55:14;58:6,18

lifting (5)

 72:5;79:24;88:2;

 103:12;141:7

light (5)

 41:12;83:9;84:12;

 116:9;125:10

liked (1)

 19:18

likely (2)

 95:6;104:4

limbo (1)

 23:1

limit (1)

 149:17

Lincoln (4)

 18:23,23;19:3,8

line (7)

 28:25;41:8;42:24;

 43:5;64:19;102:19;

 152:14

lines (1)

 40:4

liquidate (2)

 86:9;100:19

liquidated (5)

 41:3;98:6;102:19,23;

 103:9

liquidating (3)

 46:16;47:6;89:16

liquidation (3)

 45:24;46:2;100:3

list (8)

 15:2,21;16:15,22,23;

 17:4;64:2;93:6

listed (2)

 146:3;147:16

Listen (2)

 116:9;132:12

listening (3)

 53:15;91:1;124:16

litigant (3)

 33:10,10;53:21

litigants (1)

 34:16

litigated (1)

 79:18

litigating (3)

 47:6;83:24;89:15

litigation (14)

 23:16;25:19;37:7;

 59:14;65:4,19;88:18;

 89:5,13;95:12;98:6;

 99:1;102:6;107:9

little (9)

 13:19;14:10;20:20;

 23:11;33:1;51:8;52:24;

 134:19;151:24

live (3)

 10:11;40:23;112:24

lives (1)

 10:13

living (1)

 117:8

LLP (1)

 47:1

loan (1)

 51:7

local (3)

 7:6;14:6;144:12

logical (1)

 61:19

logistical (1)

 14:2

long (4)

 77:8;87:14;110:25;

 129:2

longer (3)

 69:19;70:11;113:9

long-term (3)

 129:5;131:7;141:22

look (19)

 12:8;21:8;31:1;

 58:19;60:25;61:11;

 63:12;67:21,23,23;

 69:25;77:8,23;85:20;

 129:8;135:19;149:24;

 152:20;153:20

looked (2)

 77:22;130:13

looking (6)

 47:2;51:21;53:22;

 77:7;124:20;126:20

looks (1)

 133:1

loose (1)

 16:4

lose (1)

 55:22

losses (1)

 144:7

lost (2)

 99:6;139:9

lot (10)

 9:7,7;39:2;49:5;

 50:3;84:11,22;111:9;

 123:7;150:1

lots (4)

 43:10;47:12;72:19;

 77:9

lower (2)

 27:2;35:25

Lying (1)

 71:17

M

magic (1)

 113:4

main (1)

 56:10

maintenance (1)

 149:8

makes (10)

 10:17;16:7;19:23;

 27:20;40:10;44:22;

 54:20;58:11;82:4;

 107:20

making (10)

 15:2;21:17;48:13;

 72:15;83:9;84:12;

 106:12;116:8;125:10;

 139:15

Maloney (1)

 25:8

Malter (1)

 108:14

manage (1)

 60:2

management (2)

 6:9,16

mandatory (7)

 77:13,19;78:4;79:13;

 86:15,18;101:6

Manges (1)

 88:14

manner (1)

 142:7

manufacturing (1)

 122:15

many (4)

 66:4,6;88:2;92:23

Marines (1)

 70:3

Marta (1)

 16:20

matter (40)

 6:4,9;7:3,8;9:6;

 38:15,21,22;40:3,24;

 41:20;43:8,9,9;58:4;

 64:23;65:12;66:22;

 72:17;73:20;78:21;

 79:3,18;95:14;96:10;

 100:25;102:1;107:25;

 117:10;118:17;119:5,

 8,17;123:14;132:15;

 135:7;142:3;144:18;

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(12) kinds - matter Case: 19-30088 Doc# 1974 Filed: 05/10/19 Entered: 05/10/19 12:37:14 Page 168

of 179
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Case No. 19-30088

May 9, 2019

 148:25;151:14

matters (11)

 6:6;8:16,17,19;13:6;

 66:21;93:7;96:5;

 104:18;123:7;143:13

matter's (1)

 96:8

maximizing (1)

 117:21

MAY (42)

 6:1;9:5;11:3,14;

 16:25;39:7,22;48:18;

 51:21;58:8;60:25,25;

 65:4;74:8;75:18;79:5;

 83:16;86:2,23;90:3,7;

 95:6,10,19;98:10;

 106:21,21,23;109:6;

 111:1;116:16;117:4;

 120:13;142:12;144:6;

 150:21;151:5,7,19;

 152:10,15;153:4

maybe (22)

 13:22;29:2,2,3;49:1,

 25;50:5;57:10;58:14;

 61:7;65:25;66:1,7;

 73:14;82:6;103:5;

 110:9,15;113:19;

 120:6;138:16,17

mean (90)

 7:16;11:25;14:13,14,

 15;17:8;20:21;24:8;

 26:23;27:18;28:10;

 29:10;30:6,22;31:1;

 32:1;33:14;38:18;

 41:14;48:12,16;56:5,7;

 57:17;63:11;64:21;

 65:10;66:12;67:9,11,

 11,20;70:10;71:12,24;

 72:16;73:10;75:17;

 79:5,12;80:2;81:9,11;

 83:8;87:8;89:16,22;

 90:8;97:11;102:20;

 104:17,19;105:23;

 109:12;110:12,15;

 111:7;112:2;115:5;

 117:1;123:8,13,19,24;

 125:2,6;126:17,20;

 130:1;134:5;137:7,13,

 13;138:6;139:21;

 140:6,7,19,25;143:6;

 145:13,22;146:13;

 147:4;148:4,8;149:4,9,

 10;151:3

meaning (1)

 138:7

means (6)

 52:19;98:19;102:12;

 116:1,3;129:2

meant (2)

 65:18;115:3

meantime (1)

 81:9

measure (3)

 26:24,24;32:5

mechanism (1)

 111:12

mediation (7)

 101:6,8,9,11,18,21;

 103:16

meet (2)

 79:23;138:1

member (5)

 112:2,3,8,9,15

members (3)

 109:22;110:1;125:21

membership (1)

 129:8

memorize (1)

 94:25

memory (1)

 110:13

mention (3)

 18:10;59:17;114:9

mentioned (5)

 13:11;15:11;59:18;

 77:12;82:25

mercy (1)

 8:12

merits (2)

 36:8;55:19

metaphysically (2)

 114:14;116:13

methodology (1)

 19:4

Mexico (1)

 22:23

Michael (1)

 22:20

microphone (5)

 71:9,13;85:1,2;91:8

middle (2)

 52:3;64:19

might (42)

 8:8;9:24;11:3,4,20;

 16:24;21:16;27:4;

 28:16;40:6;45:6;49:12,

 13;52:7;59:12;60:18;

 65:24;78:3,12;82:16,

 18;84:5;86:6,24;87:11;

 90:10,21;91:4;93:24;

 106:6;108:21;109:4;

 119:18;129:9;130:8;

 131:13;134:18;135:5;

 145:19;150:3;151:2;

 152:12

Milbank (1)

 47:1

million (12)

 99:5,12,19;100:10;

 110:6;115:11,15;

 117:8;120:20;126:21;

 128:3;133:14

million- (1)

 98:2

million-dollar (1)

 99:4

millions (4)

 109:18;120:19,20;

 145:8

mind (5)

 9:1;15:22;69:7;

 77:12,23

mindful (2)

 67:14;90:25

minds (1)

 10:19

Mine (1)

 123:12

mining (1)

 122:11

minute (1)

 30:20

minutes (5)

 16:5,10;70:12;

 108:20;132:9

mischief (1)

 146:16

misconduct (3)

 37:7;147:8,9

Misrepresentations (2)

 145:9,11

mission (1)

 40:1

misstates (1)

 102:1

misstating (1)

 70:22

mitigate (1)

 117:22

mix (2)

 79:12;152:12

mixed (1)

 79:14

modification (1)

 39:6

modified (4)

 30:15;38:17;69:17;

 106:6

modify (5)

 65:15;75:22;89:20;

 106:5;107:8

moment (2)

 71:5;93:9

moments (1)

 18:11

monetary (11)

 28:21;32:2;33:24;

 38:4;45:6;51:15;59:5;

 64:21;65:22;66:14,15

money (15)

 21:13;25:16;27:10,

 18;28:16;36:4;40:16;

 41:9,10,18;46:2;64:8;

 106:13;118:11;119:11

month (3)

 21:14;130:25;154:1

months (4)

 55:6,7;104:18;

 115:25

moot (1)

 55:22

more (44)

 7:2,24;11:3,25;12:9,

 10,11;15:1;16:5;20:20;

 26:7,8,19;33:13;39:9,

 10,16;50:17;57:25;

 63:14,14;64:3;69:2,5,

 14;71:8;72:21,25;81:7,

 11;84:11;87:24;91:5;

 93:24;94:2;99:9;

 102:22;105:22;116:4;

 127:3;133:13;142:5,

 24;143:11

moreover (1)

 134:23

morning (15)

 16:19;17:14;24:23,

 25;25:6,7,12;46:25;

 70:24;71:6,7,18;73:20;

 87:5;96:18

Most (4)

 6:23;25:17;64:25;

 125:21

motel (1)

 151:10

motion (41)

 6:19,19;9:19;13:20;

 23:11;24:10,21;29:18;

 37:15;56:11;67:24;

 68:1,3;69:14,14,15;

 79:22;80:5,17;81:14,

 16;83:13;84:18;85:22;

 86:11;89:4,23;90:22;

 94:5;95:25;96:2,24;

 97:8;102:10;114:24;

 123:25;136:17;141:12;

 144:4;145:19;152:5

motions (6)

 6:11,15,24;9:14;

 45:20;97:10

motivator (1)

 103:20

mountaintop (1)

 112:24

move (10)

 35:11;68:17;85:11,

 14,18;91:2;94:2;108:6;

 147:20;149:12

moved (2)

 68:13,18

moves (2)

 89:9;152:4

moving (5)

 64:1;65:12;71:21;

 94:22;108:15

much (21)

 11:25;20:17;28:15;

 34:15;35:24;36:4;

 37:18;39:16;50:24;

 61:16;63:14;74:18;

 79:13;92:1;97:23;

 127:2;131:18;133:25;

 136:14;143:3;153:25

Mueller (14)

 25:10;62:8,8,10,12,

 20,22;63:6,10,17,22,

 24;64:7;66:2

multiple (1)

 72:4

municipalities (1)

 123:20

must (3)

 66:5;139:18,23

N

name (12)

 7:9;19:15;39:24;

 52:11;62:6;70:21,22;

 71:20;72:3;95:21;

 122:1;124:3

names (1)

 8:5

narrow (2)

 17:4;153:1

narrowed (1)

 16:22

narrows (1)

 63:20

nature (3)

 10:16;11:23;36:2

NCPA (3)

 127:14;128:2,24

near (4)

 71:13;91:8;116:14;

 144:21

necessarily (6)

 31:18;50:8;73:9;

 81:12;85:11;145:15

need (26)

 7:2;19:11;20:3;21:9;

 31:14,18;33:7;45:10;

 58:3,16;59:20;69:5,12,

 19;71:10,13,20;81:12;

 83:23;84:19;85:1;

 108:25;136:18;137:19;

 145:20;151:22

needed (1)

 44:23

needing (1)

 122:17

needs (5)

 32:13;53:8;58:8;

 136:20;149:17

negative (1)

 8:20

neglect (1)

 136:19

negligence (1)

 17:18

negotiate (2)

 98:10;139:21

negotiation (5)

 89:10;90:7,12;

 140:22;141:1

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(13) matters - negotiation Case: 19-30088 Doc# 1974 Filed: 05/10/19 Entered: 05/10/19 12:37:14 Page 169

of 179
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Case No. 19-30088

May 9, 2019

negotiations (1)

 103:15

Ness (1)

 122:5

net (2)

 113:23;147:24

Network (1)

 108:15

neutral (2)

 35:22,22

new (8)

 19:8;22:23;23:21;

 64:1;130:1,1;138:23;

 141:17

Newman (10)

 17:3,19,20,22;18:1,8,

 10,17,19,21

next (28)

 6:7;9:6;10:6;12:18;

 13:12;14:14;19:21;

 21:11;40:23;48:9;55:5,

 6;59:11;60:6;69:18;

 70:4,10,23,25;90:6;

 113:7,8,8;114:16;

 137:20;149:19;154:1,2

nice (4)

 8:4,4;59:11;127:7

night (1)

 86:15

nine (2)

 55:6;110:15

ninety-five (1)

 130:22

Ninth (4)

 34:15;36:18;37:2;

 64:24

NLRB (1)

 39:21

nobody (4)

 30:20;93:8;124:10;

 128:22

non (1)

 50:4

noncreditors (1)

 124:19

none (1)

 103:12

nonwildfire (1)

 95:23

non-wildfire (3)

 82:14;86:14;87:21

nor (1)

 21:4

Nora (2)

 121:20;122:2

normal (2)

 90:12;129:4

normally (2)

 107:23;122:19

Northern (3)

 6:10;121:3;127:13

note (7)

 17:12;18:24;45:5;

 63:25;125:18;145:17,

 19

noted (2)

 139:6,17

nothing's (1)

 90:5

notice (3)

 32:21;117:16;119:13

noticed (1)

 94:23

notified (1)

 85:5

notion (1)

 142:11

notwithstanding (1)

 149:1

November (1)

 91:3

number (17)

 38:23;40:6;45:7;

 47:22,25;70:14;83:4,4;

 85:21;87:22;89:12;

 95:22;124:2;126:12;

 129:6;146:19;151:1

numbers (1)

 26:11

number's (1)

 64:6

numerous (2)

 20:12;74:13

Nunley's (1)

 104:3

O

object (3)

 9:3;21:13;106:19

objection (3)

 12:6;17:8;48:5

objections (2)

 56:10;137:25

objections-to-claim (1)

 107:2

obligated (2)

 118:15;132:18

obligation (6)

 105:23;118:1;126:3,

 9;134:10;149:9

obligations (3)

 57:20;119:10;136:2

observation (3)

 12:2;19:8;68:22

observed (1)

 101:20

obviously (9)

 23:13;48:23;52:20;

 58:23;59:20;63:7;

 97:22;110:4;147:2

occurred (2)

 9:24;125:19

occurrence (1)

 100:9

October (11)

 114:2;115:25;116:3;

 134:12,17;135:6,6;

 145:15;148:19,21;

 149:19

off (13)

 13:12;18:5;59:6;

 61:21;75:12;103:25;

 104:6;105:11,12;

 112:24;126:13;130:4;

 134:16

offer (1)

 112:14

offering (1)

 112:8

office (5)

 9:20;22:11;24:21;

 25:11;117:5

officer (1)

 56:13

officers (1)

 23:12

official (13)

 6:17;43:20;109:7;

 110:1;112:3,7;139:25;

 140:2,17;142:13;

 144:2,8;149:21

officially (1)

 123:16

officio (6)

 112:9,15;128:15;

 129:10;131:12,13

offset (10)

 29:3;41:19;66:16;

 113:7;118:5,8;119:5,7;

 133:17;147:18

offsetting (1)

 133:15

oftentimes (1)

 77:11

old (3)

 34:20;73:1;123:25

once (5)

 8:7;15:20;54:20,20;

 89:9

one (87)

 6:9;8:18;9:1,19;10:5,

 21;11:6,7;12:3,12;

 13:1;14:2;15:6,8,24;

 17:12;19:22;20:4,4,22;

 22:6,7;25:17;26:8,8,

 10;28:18;31:2,19;

 37:16,20;39:10;40:24;

 41:13;43:7,7,10;49:15;

 51:13;54:6,10;55:10,

 24;56:10,10;58:10,11;

 64:7;66:8,14,20,22;

 68:22;70:10;73:19;

 74:4;75:22;78:13;

 80:10;85:22;86:21;

 87:4;93:9;101:3,3;

 102:20,22;103:4,24;

 104:1,19;105:2,21;

 106:12;109:5;111:21;

 114:2,14;123:9;

 124:14;126:25;127:3,

 12;134:18;138:16,17;

 144:20

ones (3)

 33:19;74:3;98:21

one's (1)

 16:12

ongoing (1)

 122:20

only (29)

 12:25;17:16;20:5;

 21:19;37:23;49:15;

 56:15;59:18;61:4;65:2;

 67:15;74:4;76:13;86:9;

 98:21;100:15;103:4;

 107:18;108:23;110:16;

 129:3;130:22;133:18;

 135:11;138:23;142:8;

 151:7,9,10

oOo- (1)

 6:2

open (2)

 70:18;103:15

opening (3)

 16:7;82:13;108:24

operates (1)

 31:22

opinion (3)

 78:3;107:12;135:21

opportunity (2)

 17:14;67:18

oppose (3)

 44:15;45:2;46:15

opposed (1)

 44:22

opposition (8)

 6:15,19;25:16;69:9,

 10;82:5;97:3;135:25

oppositions (2)

 6:11;7:2

option (5)

 56:2,3;92:24,25;

 139:19

oral (1)

 153:14

order (31)

 6:3,9,17;14:6;17:9,

 14,23;18:5,6,7;21:23;

 23:20;38:8,13,16;42:9;

 43:6,7,16;66:3,9,18;

 67:6;68:21;88:4;97:3,

 18;115:6;118:15,16;

 120:4

ordered (2)

 38:4;138:22

orderly (2)

 86:13;89:10

orders (5)

 39:25;42:6,8;101:17;

 114:10

organization (2)

 10:15;122:8

original (5)

 14:22;23:11;67:24;

 114:6;118:1

Others (5)

 86:24;92:20;103:5;

 124:3;139:7

otherwise (3)

 41:15;74:9;84:5

ought (1)

 11:9

out (33)

 6:10;7:17;9:8;18:22;

 31:4;34:6;50:3;54:9;

 57:19;61:12,20;74:15;

 86:4;91:17;94:20,22;

 104:18;109:24;116:8;

 117:10;118:22;125:12;

 134:19;135:20;144:6;

 147:15,15,16;151:4,7,

 10,11;153:16

outcome (2)

 29:13;66:14

outline (1)

 20:15

outright (1)

 79:22

outset (2)

 11:12;53:24

outside (3)

 43:19;84:6;142:16

over (15)

 9:6,16;16:16;42:8;

 52:2,25;82:14;87:17;

 99:22;115:11,15;

 126:21;144:24;150:12;

 152:16

overall (1)

 152:12

overcharge (1)

 117:14

overcome (1)

 126:22

overlap (1)

 122:25

overlook (1)

 19:20

overstated (1)

 50:24

overstating (1)

 68:18

overview (1)

 109:15

owe (3)

 113:5;119:20;146:4

owed (6)

 45:16;113:19;

 119:11;120:20;147:8;

 149:8

owes (4)

 27:2;113:5;119:21;

 147:24

own (9)

 29:13,22;32:3;33:24;

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(14) negotiations - own Case: 19-30088 Doc# 1974 Filed: 05/10/19 Entered: 05/10/19 12:37:14 Page 170

of 179
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Case No. 19-30088

May 9, 2019

 39:24;49:10;59:4;86:5;

 93:2

owns (1)

 146:25

P

page (5)

 20:9;48:15;68:5;

 69:3;132:17

pages (4)

 69:12,12,12;145:8

paid (37)

 12:15;21:13;99:23;

 100:19;110:9,25;

 113:2,16,22,24;115:23,

 23,24;117:6;118:3,12,

 13,14;127:23;129:3;

 131:1;134:5,6,8,12;

 135:23;137:8;145:15;

 146:19;147:15,15,16;

 148:15;149:1,6,9;

 153:7

paper (1)

 104:10

papers (14)

 14:10;32:7,9;65:16;

 77:23;86:17;94:22;

 107:16;109:8;111:15;

 127:6;136:19;146:14;

 147:16

Paradise (1)

 124:2

paragraph (3)

 20:17;52:10;68:5

paragraphs (1)

 20:15

pardon (1)

 76:7

parentages (1)

 143:2

part (20)

 26:5;38:9;46:9;

 47:23,24;51:17,18;

 54:18;63:25;64:25;

 95:12;98:4,24;99:14;

 118:13;132:20;137:1;

 144:7;150:21;151:22

parte (1)

 97:10

partially (2)

 83:16;91:24

participate (3)

 123:16;140:2;149:11

participating (1)

 121:13

participation (1)

 110:4

particular (8)

 6:13;12:5;55:25;

 94:8;98:17;107:19;

 109:25;147:16

particularly (7)

 8:25;30:24;50:7;

 51:1;88:17;141:11;

 144:5

particulars (1)

 12:25

parties (24)

 9:16;11:4,5,10;31:1;

 35:21;40:1;43:15;

 61:19;62:3,15;71:22;

 80:6;82:10;86:13,23;

 87:1,5;90:3;93:6;

 101:18;112:1;138:9;

 147:19

Partners (2)

 18:23,23

party (13)

 35:18,23;39:5,22;

 40:6;41:4;43:7,10;

 61:15;73:22;95:25;

 96:2;108:15

pass (2)

 9:5;117:24

past (6)

 15:25;44:20,25;45:9;

 46:11;144:7

path (1)

 50:18

pay (18)

 38:7;65:11;83:19;

 99:19;100:24;105:6;

 111:4;114:11;117:6;

 120:5,7;126:3;130:22;

 134:10;140:14;148:7,

 9,16

payable (1)

 135:5

payer (6)

 128:9,25;129:1;

 130:1;147:22,23

payers (34)

 135:16;136:3,14,18;

 137:6,11,12,19;138:1,

 9;140:1;141:15;

 142:11;144:5,8,10;

 145:14,19,20,23;147:6,

 8,17;149:20,25;150:3;

 151:19,23;152:6,10,23;

 153:4,4,8

paying (3)

 35:24;114:1;129:1

payment (12)

 40:17;46:5,17;

 113:16;119:25;120:17;

 130:5;137:6;141:16,

 25;146:22;153:1

payments (3)

 20:24,25;21:2

pays (2)

 111:7;147:12

penalty (1)

 147:13

pendency (2)

 45:19,22

pending (12)

 23:16;26:3;60:5;

 66:24;67:2;72:4,8,9;

 79:7;88:17;89:5;98:16

pensioners (1)

 141:21

people (24)

 8:13;16:6,25;27:9;

 30:19;31:21;39:15;

 43:19;54:14;62:11;

 70:14,16;72:20;83:3;

 89:4;90:23;95:1;98:9;

 100:16;109:19;117:8,

 8;138:23;148:5

people's (1)

 10:19

per (4)

 21:13;97:8;99:1;

 100:9

percent (3)

 51:13;122:16,16

percentage (1)

 92:5

percipient (1)

 95:3

perfect (1)

 147:1

perhaps (4)

 9:20;50:24;69:3;

 115:24

period (7)

 26:2;42:11;67:1;

 98:14;101:12;111:3;

 116:22

periodic (1)

 149:8

permission (2)

 40:5;41:25

permissive (1)

 77:24

permit (3)

 44:15;109:12,14

permits (1)

 145:11

permitted (2)

 109:13;118:16

person (10)

 11:24;79:25;124:7,9;

 143:6;146:4,25;

 147:11,11,12

personal (13)

 48:9;49:17;70:16;

 76:9;79:15;81:6,10;

 86:22;87:20;88:21;

 95:23;112:23;116:10

perspective (2)

 53:19;61:19

persuade (1)

 41:15

persuaded (2)

 31:15;131:14

persuasive (1)

 131:9

petition (7)

 20:25;26:9;107:9;

 111:15;113:4;117:3;

 130:21

PG (1)

 116:17

PG&E (71)

 6:4;19:25;25:22;

 26:18;27:21;34:6;

 35:18,20;36:17,25;

 40:6;44:20,25;49:23;

 50:2;64:22,24;65:10;

 73:6,22,23,24;74:12,

 20,22;75:7,9,18,23;

 76:2,15,15;79:1;82:23;

 86:12;87:11;92:2;

 94:11,15,15,21,23,23;

 95:3,5,6,8,9,10,11,12;

 100:25;101:10;112:25;

 113:15;117:5;118:1,

 10;122:9;129:2,6,6,22;

 134:13;141:17;144:9;

 145:7;146:16;147:24;

 148:17,20

PG&E's (4)

 44:17;60:14;86:6;

 98:16

ph (2)

 72:2;133:16

phase (2)

 60:3;90:6

philosophical (1)

 33:8

phone (9)

 19:22;22:18,20;

 24:14,21;44:4;52:8,13;

 70:18

phones (1)

 70:17

phonetic (2)

 26:20;75:5

phoneticYour (1)

 72:1

phrase (1)

 35:16

physical (1)

 14:9

pick (3)

 16:14;32:6;85:2

picked (2)

 85:15,15

piece (1)

 59:13

pipeline (3)

 89:23;103:4;122:10

piper (1)

 65:11

pitch (2)

 72:15;124:15

place (11)

 7:25;25:22,25;36:14;

 49:15;60:16;64:25;

 78:18;90:13;138:3;

 152:23

places (2)

 49:21;74:13

plaintiff (13)

 23:16;34:12,12;

 39:10,10,19;40:25;

 41:1,3,22;50:21;76:6,6

plaintiffs (1)

 86:23

plaintiff's (1)

 77:9

plan (13)

 11:16;65:25;89:12,

 22;90:9;111:4;129:23;

 130:9;139:17,22;

 149:6,19;150:4

Plantain (9)

 75:5,15,20;76:13,16,

 17;91:22;93:10;94:10

play (1)

 34:8

plays (2)

 102:2;117:10

plea (1)

 8:12

pleading (5)

 7:10;14:13;23:11;

 88:9;132:17

pleadings (16)

 7:5;13:7;14:6;15:1,6,

 10;51:23;66:22,23;

 69:6;108:25;134:9;

 135:25;136:1,25;142:4

please (4)

 34:6;122:1;132:10;

 134:16

pleased (1)

 77:3

pleasure (2)

 24:17;127:11

plenty (2)

 99:15;109:2

Plummout (2)

 72:2,3

plus (2)

 12:14;99:25

PM (1)

 154:4

pocket (3)

 75:8,10,15

pockets (1)

 75:14

podium (2)

 44:1;152:6

point (78)

 7:14,15;11:2;12:7,7;

 28:24;30:5;31:16;32:5,

 6;33:21;35:9;41:23;

 42:17;47:7;48:15;49:4;

 52:23;55:12;58:5,12;

 59:17;63:6,7;65:8,20;

 66:12,20;68:12;72:6;

 74:11,25;75:7,9,9;

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(15) owns - point Case: 19-30088 Doc# 1974 Filed: 05/10/19 Entered: 05/10/19 12:37:14 Page 171

of 179
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Case No. 19-30088

May 9, 2019

 76:16;79:7;80:6;82:4;

 83:10,22;86:17,21;

 87:16;89:19;94:7;

 101:16,25;102:24;

 103:9,21;104:25;

 107:12;109:15;110:11;

 114:6,8;116:14;

 119:16,20;120:8,10;

 124:20;131:13;132:22;

 138:11,21;139:5;

 145:5;146:10;147:18,

 25;148:2,21;149:12;

 151:14,18;152:20

pointed (2)

 94:20,22

pointing (2)

 74:22,24

points (4)

 21:9;101:24;109:6;

 132:24

police (9)

 29:21;33:23;36:22;

 37:6,22;38:9;39:3;

 50:14;51:8

policies (4)

 97:5;98:15,20;99:14

policy (6)

 10:7;37:8;75:16;

 98:19,22;126:6

pony (1)

 102:18

portion (7)

 36:21;37:4;97:19;

 102:22;115:22,24;

 117:18

position (17)

 9:18;28:17;32:20;

 33:22;35:19;37:22;

 44:13;46:7;63:12;

 72:19;101:9;125:7;

 144:4,15;145:24;

 152:7,9

possibility (3)

 20:14;83:17;110:8

possible (4)

 17:4;45:13;142:8;

 148:1

possibly (2)

 48:12;99:5

post (1)

 142:1

post-petition (4)

 114:16;120:15,16,18

posturing (1)

 46:9

potential (1)

 64:4

potentially (4)

 83:25;89:3;102:13;

 109:19

potshots (1)

 57:18

Power (11)

 25:23;29:21;33:23;

 50:14;51:8;121:3,5;

 126:3;127:13;152:12,

 14

PPA (1)

 152:2

practical (4)

 38:21;61:21;91:21;

 135:6

practice (1)

 20:8

pre (1)

 115:18

pre- (2)

 20:24;107:8

preaching (1)

 90:25

precedes (1)

 98:17

preclude (1)

 86:19

preempts (1)

 150:3

preference (1)

 149:5

preferring (1)

 117:20

prejudice (9)

 72:7;82:9,19;83:25,

 25;84:3;91:11,12;

 93:20

prejudiced (1)

 16:12

preliminary (8)

 6:14,21;54:3;68:24;

 69:21,23;96:22;103:11

prep (1)

 95:9

prepare (2)

 9:7,8

prepared (4)

 65:14;69:11;80:6;

 128:14

preparing (1)

 12:18

pre-petition (9)

 57:9;106:17;114:1;

 115:12,16,20;120:17;

 134:11,20

present (1)

 7:24

presentation (2)

 153:14,15

presenting (1)

 7:22

presents (1)

 100:22

preserving (2)

 61:1,5

presume (3)

 9:1;56:2;66:18

pretend (2)

 65:2;120:6

pre-trial (1)

 84:22

pretty (5)

 10:10;36:22;38:3;

 49:6;83:10

prevail (1)

 98:6

prevails (1)

 40:18

prevent (3)

 81:15;106:2,3

previous (1)

 142:14

prima (4)

 72:5;73:8,13,14

primary (7)

 23:10;26:5,21;36:7;

 38:1;54:19;55:12

primary/secondary (1)

 58:7

principal (1)

 49:23

principally (2)

 7:8;84:24

principles (1)

 65:23

prior (6)

 6:12,20;112:19;

 128:18;135:17,21

priority (4)

 47:11;52:17,18;

 111:5

private (9)

 9:21;34:5,7,16;

 35:19,20,21;36:14;

 39:22

pro (2)

 14:17,18

probably (12)

 8:12;14:9;60:9;65:8;

 72:2,18;89:8;115:24;

 126:15,19;138:12;

 144:9

problem (11)

 18:20;19:23;21:20;

 24:6;52:18;72:23;

 74:18,19;75:6;85:5,9

problematic (2)

 63:12;149:19

problems (2)

 19:7;85:7

procedure (3)

 6:11;22:10;50:6

proceed (6)

 31:23;32:13;44:16;

 83:18;92:21;94:10

proceeding (33)

 25:17;33:23;35:12,

 18;38:8;54:12,14,19,

 25;55:9,15,22,24;56:6,

 10,16;57:3,19;58:7,16;

 59:23,23;62:4;65:20;

 67:16;68:13;72:7;

 76:15;80:5;107:3;

 122:22,25;123:2

proceedings (24)

 25:21,21;30:13;

 35:20;37:12;38:3,24;

 39:2,19;40:7;44:16;

 54:23;55:16;56:8,15;

 57:3,6;58:9;91:13;

 93:5;122:20,24;

 127:18;154:4

process (18)

 53:5;82:1;86:3;

 88:19,22;89:9,20;

 90:12;91:19;105:18;

 106:1,24;107:2;

 112:16;117:10;123:3;

 132:21;143:16

produced (2)

 97:5;105:3

producers (1)

 152:14

product (1)

 122:15

productive (1)

 88:4

professional (3)

 10:13,14;20:11

professionals (2)

 13:1;110:6

progressed (1)

 80:6

promise (2)

 96:13;153:17

promises (1)

 139:15

promptly (1)

 153:17

proof (4)

 48:1;81:21,24;

 106:19

proper (6)

 26:22;44:20;52:16;

 53:5,6;69:23

properly (2)

 58:24;143:15

property (1)

 87:21

propose (3)

 62:22;86:13;139:18

proposed (2)

 17:13,23

proposes (2)

 129:24;139:18

propounded (1)

 98:14

props (1)

 7:18

prosecuting (1)

 32:23

protected (1)

 66:16

protest (2)

 26:2;39:7

proves (1)

 133:25

provide (1)

 55:21

provided (1)

 101:10

providence (1)

 135:22

providers (1)

 141:23

providing (3)

 10:20,20;122:15

provision (2)

 25:23;52:20

public (9)

 17:1;22:22;37:8;

 39:25;121:14;122:4,

 21;123:6;147:10

publicly (1)

 98:1

pull (1)

 85:2

purchases (1)

 147:12

pure (1)

 123:12

purely (2)

 37:13;152:25

purpose (3)

 10:22;12:7;13:2

purposes (4)

 21:7;30:23;117:10;

 125:14

pursue (2)

 65:15;74:16

pursuing (1)

 74:18

pursuit (1)

 40:1

push (1)

 51:11

pushed (2)

 13:12;50:1

put (13)

 9:16;24:3;25:25;

 27:13;31:14;32:1;

 58:17;59:6,16;69:2,2;

 132:14;134:7

puts (1)

 58:1

Q

QF (18)

 25:19,20;54:12,18,

 22;55:15;56:15;57:3;

 58:7;59:10,23,23;

 63:12,15,17,20;65:17,

 18

qua (2)

 138:7,11

quarterly (6)

 25:21,24;39:5;54:13;

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(16) pointed - quarterly Case: 19-30088 Doc# 1974 Filed: 05/10/19 Entered: 05/10/19 12:37:14 Page 172

of 179
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Case No. 19-30088

May 9, 2019

 57:11,21

quick (2)

 23:15;132:11

quickly (5)

 90:6;96:13;107:7;

 149:18;153:19

quiet (1)

 52:7

quite (1)

 58:24

quoted (1)

 64:23

R

Radovsky (1)

 25:8

raft (1)

 100:9

raise (3)

 78:2,2;143:17

raised (5)

 17:17;24:2;101:24;

 114:23;144:14

raises (1)

 73:21

raising (1)

 142:11

ramifications (1)

 66:8

range (1)

 128:3

rate (48)

 39:5,6;111:20;

 127:22,24;128:9;

 129:1,2;130:1,1;

 135:16;136:3,13,18;

 137:6,11,12,19;138:1,

 9;140:1;141:15;

 142:11;144:5,7,10;

 145:14,19,20,23;147:6,

 8,12,17,22,23;148:14;

 149:20,25;150:3;

 151:19,23;152:6,10,23;

 153:4,4,8

rate- (2)

 128:24,25

rate-making (1)

 132:21

ratepayer (8)

 13:20;16:2;115:4;

 124:8,9;125:13,13;

 126:12

rate-payer (2)

 129:12;135:19

ratepayers (24)

 109:20;110:3,8;

 111:3,12;112:8,12,12;

 114:13,24;115:7,9;

 116:10;117:22,24;

 120:2,21,23;121:10,13;

 122:17,23;125:4,5

rate-recoupment (1)

 129:20

rates (9)

 117:25;127:23;

 130:4;135:18;142:11;

 150:4,23;151:16,17

rather (8)

 9:6;10:22;11:23;

 31:20;40:7;112:8;

 126:12;137:23

reach (3)

 49:13;58:15;86:4

reaches (1)

 48:15

read (6)

 9:25,25;16:11;51:12;

 78:3;146:14

reading (2)

 50:24;117:16

ready (7)

 56:16,18;84:10;

 90:14;92:11;101:3;

 105:17

real (9)

 11:20,21;35:10;50:4;

 62:11,11;83:16;

 111:25;117:8

reality (2)

 110:10;117:7

really (31)

 8:7;10:17;14:25;

 25:16;27:5;30:6;31:13;

 35:2;39:18;41:13;

 47:11,16;64:8;75:14;

 79:25;81:8;94:9;96:25;

 103:13;109:23;110:18,

 21;111:8,20,20;120:6;

 140:1;142:16;147:17;

 149:25;152:23

reason (7)

 7:21,22;17:22;30:10;

 55:16;59:17;145:23

reasonable (1)

 20:13

reasons (9)

 45:10;48:7;49:23,24;

 58:17;136:19;137:4;

 144:15;149:13

rebate (4)

 114:6;117:15;

 147:25;148:8

recall (8)

 22:8;85:8;101:3;

 110:13,13;111:14;

 131:6;139:11

receive (1)

 128:2

received (1)

 17:13

receiving (1)

 36:6

recent (3)

 6:14;25:17;26:8

recently (1)

 8:21

Recess (1)

 70:19

recognizing (1)

 59:3

recollection (1)

 78:8

recommend (1)

 62:15

recompense (1)

 64:9

reconciled (1)

 41:23

record (12)

 13:9;16:21;17:13;

 18:11;21:6;24:3;46:24;

 53:20;62:6,7;71:20;

 127:10

recoupment (1)

 119:18

recover (5)

 28:10;29:22;32:2;

 51:7;115:19

recovered (1)

 40:16

recovers (1)

 51:6

recovery (18)

 27:18;28:21,22;29:8,

 22;30:5;31:16;32:2;

 33:11,24;41:5,18;64:6;

 65:22;66:14,15;92:8;

 99:24

recruited (1)

 8:16

redacted (1)

 99:14

redline (1)

 18:1

reduce (1)

 135:1

refer (1)

 127:14

reference (2)

 19:24;138:17

referenced (2)

 68:1;114:3

referred (2)

 127:19;134:25

referring (1)

 54:14

Refining (1)

 96:19

reflected (1)

 23:2

Reform (1)

 108:15

refund (13)

 27:6;37:4,4;38:2;

 40:17,21;45:6,14;46:5;

 66:16;127:24;130:25;

 148:17

refunded (1)

 28:1

refunds (7)

 38:1;42:2;127:17,17,

 22;128:1;130:4

refused (1)

 94:24

regard (2)

 23:5;145:9

regarding (5)

 21:9;23:22;37:25;

 68:8;96:24

regardless (1)

 94:4

regular (1)

 129:10

regulation (2)

 33:19;132:19

regulator (1)

 50:20

regulatory (17)

 33:15;35:9;36:23;

 37:6,10,22;38:9,24;

 39:3,23;40:1;43:8;

 51:24;57:20;123:17;

 143:9;151:22

reinventing (1)

 133:1

reject (2)

 152:4,8

rejected (1)

 150:17

rejection (2)

 151:4,16

rejections (1)

 151:1

related (1)

 68:8

relates (1)

 10:2

relating (2)

 25:21;102:9

relationship (7)

 109:22,25;142:10,

 15,17;143:10;153:2

relationships (2)

 20:12;143:3

relatively (2)

 108:24;149:18

relief (43)

 6:11,19,24;13:5,19;

 29:19;30:5;31:8,16;

 37:5,25;38:2;40:8,15;

 41:1;45:5;49:20;50:22;

 58:22;59:3;68:20;69:8,

 15,22,22;77:9;79:7,13,

 18;81:4;82:8,13,17;

 84:1;85:10;86:8,19;

 93:23;94:2,8;99:2;

 100:15;101:16

re-litigate (1)

 53:4

remain (2)

 84:21;103:15

remaining (3)

 13:15;16:23;84:17

remains (1)

 6:22

remand (1)

 79:13

remedies (2)

 28:21;65:16

remedy (3)

 74:16,19;136:6

Remember (6)

 8:6;9:21;50:23;

 69:21;83:4;133:14

remind (1)

 137:17

reminding (1)

 93:23

remove (1)

 149:20

render (1)

 21:14

reorganization (2)

 142:1;150:21

repayment (1)

 116:22

repeat (1)

 108:25

rephrase (1)

 49:22

reply (4)

 114:4,5;136:17;

 138:17

report (1)

 102:10

represent (9)

 95:22;104:22;

 109:25;110:2;127:13;

 137:21;138:19;140:20;

 143:12

representation (2)

 95:4;136:21

representations (1)

 21:25

representative (2)

 136:24;153:11

representatives (1)

 112:6

represented (4)

 129:7,17;138:12;

 141:21

representing (5)

 10:11;14:20;138:4;

 142:6;152:6

represents (3)

 122:13;128:25;144:8

request (15)

 21:17;27:6;37:4,25;

 38:1;40:24;44:15;

 53:25;54:7;69:10;

 82:17,24;117:16;

 124:4;136:20

requested (2)

 81:14;89:25

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(17) quick - requested Case: 19-30088 Doc# 1974 Filed: 05/10/19 Entered: 05/10/19 12:37:14 Page 173

of 179
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Case No. 19-30088

May 9, 2019

requests (1)

 123:4

require (1)

 69:1

required (2)

 6:12;25:23

requires (2)

 100:3;110:5

res (2)

 48:20,23

rescheduled (1)

 104:7

resemble (2)

 35:21;39:19

resembles (3)

 38:10;39:21;41:9

reservation (6)

 22:25;23:6,22;24:2;

 102:12;105:2

reserve (5)

 16:6;24:5,9;34:23;

 108:21

reserved (1)

 24:7

reserving (1)

 24:5

residential (3)

 117:22,24;122:12

resisting (1)

 100:4

resolution (8)

 12:19;26:21;58:8,15;

 86:3;105:18;106:1,24

resolve (3)

 63:18;89:19;149:18

resolved (2)

 9:1;77:23

resources (9)

 55:25;60:20;61:8;

 83:14,23;84:4;100:25;

 117:20;118:10

respect (14)

 23:22;47:8;80:4;

 81:5;89:10;93:19;94:5,

 7;102:9,13;114:23;

 132:23;143:12;144:4

respectfully (1)

 117:11

respects (1)

 49:14

respond (3)

 22:2;75:11;130:14

respondent (1)

 34:13

responding (1)

 32:13

response (7)

 6:20;19:3;44:14;

 46:8;54:3;57:22;

 111:23

responses (2)

 45:20;68:24

responsibility (3)

 6:25;47:21;102:6

responsible (1)

 7:8

responsive (1)

 137:3

rest (2)

 117:9;124:15

restaurant (4)

 75:2,3,4;76:24

restructured (1)

 152:13

restructuring (2)

 82:1;150:20

result (5)

 9:1;12:14;53:5;

 151:21,21

results (3)

 73:22;74:11;91:11

retain (1)

 16:25

retention (7)

 9:15;13:11,15,23;

 15:11;16:1;24:14

Retirement (1)

 22:23

return (1)

 85:9

returned (1)

 117:21

reunion (1)

 34:20

revenues (1)

 117:21

reverse (2)

 62:18;63:3

review (1)

 17:14

reviewed (2)

 97:14,19

revised (2)

 17:13,23

revisit (4)

 49:3;90:13,15;91:3

rewarded (1)

 45:25

Richard (1)

 96:18

right (146)

 8:10,14;13:6,14;

 15:21;17:19;22:16;

 25:4;26:14,14;27:18;

 28:2,16,22,23;29:6,13;

 30:2;32:22;34:2,6,11,

 23;36:8,11,20,25;37:1,

 2,3;38:6,13,14,25;

 39:12;42:1,3,9,12;43:1,

 1,11;44:7;45:12;46:23;

 51:25,25;53:10,11,14,

 22;57:16,17;62:10;

 63:16,21;64:5,6,21;

 68:5,7;70:8,22;71:23;

 74:7,7,17,21;75:4;

 76:10;78:14,18;79:3,

 15;80:11,22;81:22;

 84:7;85:12;86:25;

 91:23;92:11;93:14;

 94:14;95:14;96:10,10;

 97:4;100:20,21;

 101:18,19;103:2,22;

 104:1,13,13,24;107:13,

 21;108:2;109:24;

 111:1;112:21;113:3,9,

 14,18;114:7,8;117:1,3,

 12;118:12,23;119:22,

 23,25;121:8;123:10;

 126:3,18;127:15;

 128:20;129:10;130:2,

 5;131:2,22;135:8;

 137:4,10;138:13;

 139:4;140:16;141:13;

 143:23;144:11,17;

 145:2;146:20;148:12,

 19;149:6,11;150:19

rights (20)

 22:25;23:6,22;24:2,

 5,5,7,9;28:18,18;65:23;

 102:12;105:2;115:16;

 117:2;133:11,19;

 142:22,25;149:14

rise (5)

 70:20;141:14;

 146:17;150:3;151:2

risk (5)

 40:11;73:21;74:11;

 82:13;91:11

RJN (1)

 121:2

roach (1)

 151:10

road (4)

 11:3;24:7;54:24;

 65:5

Robert (1)

 108:14

role (7)

 7:13;112:10,13;

 116:11;138:11;147:11;

 151:4

rolled (1)

 25:18

room (1)

 106:3

roomful (1)

 10:8

Rose (1)

 19:14

routine (2)

 9:10;78:23

rude (1)

 96:6

rule (11)

 6:23;20:2;36:1;

 41:13;45:10;58:4;

 59:19;68:25,25;97:8;

 139:8

ruled (3)

 34:17;42:8;69:5

Rulemaking (1)

 123:1

rules (8)

 10:10;14:6;20:1;

 22:9;45:17;65:21;

 77:13;97:7

ruling (17)

 10:5;36:25;37:10;

 43:18;47:7;52:15;

 54:21;58:1;63:19;66:8;

 68:19;95:15;112:19;

 113:2;123:19;127:25;

 128:18

rulings (1)

 58:13

run (1)

 40:11

runs (1)

 39:14

rushing (1)

 84:1

S

safe (5)

 91:2;129:5;141:17,

 25;153:8

Safety (1)

 123:1

same (22)

 21:20;35:19;36:15;

 37:7;41:13;43:2;48:15;

 60:11;63:13;91:4;

 105:20;106:22;107:22;

 119:4,6,17,23;120:10;

 125:2;141:24;142:19;

 148:5

SAN (30)

 6:1;25:9;35:17;

 36:17;44:15;45:12;

 46:15;55:18;57:2;62:9;

 64:23;75:14,19,19,25;

 76:12,16,17;91:21;

 94:10;116:23;120:24;

 134:23,25;145:10;

 146:14,15,15;147:3;

 149:15

sanctions (3)

 34:16;37:7;38:4

Santa (1)

 98:25

satisfactory (1)

 142:7

satisfied (6)

 16:17;17:9,10;31:6;

 53:4;64:18

Save (1)

 70:4

saw (2)

 127:6,20

saying (31)

 11:7,8;12:2;21:5;

 34:6;35:23;36:13;

 44:13;47:22,25;48:25;

 49:11;50:8;53:3;61:5,

 9;76:20;77:18;81:23,

 24;86:6;88:25;89:21;

 91:14;125:4,10;

 128:10;129:16;141:18;

 151:12,20

SBA (1)

 51:7

scanned (1)

 14:8

scheduled (3)

 80:21;104:16;118:14

school (1)

 133:14

scold (2)

 8:6,7

scoldee (1)

 8:8

scolder (1)

 8:8

scolding (1)

 8:7

scratch (1)

 56:17

se (1)

 99:1

sealed (1)

 96:24

search (1)

 17:1

seat (1)

 153:10

seated (1)

 84:21

second (7)

 27:3;31:10;45:4,25;

 60:3;67:11,23

secondary (6)

 26:5,21;36:7;38:1;

 54:19;55:13

second-guess (2)

 21:15;48:19

seconds (1)

 23:8

Section (7)

 37:13;39:2,18;

 124:22;133:19;150:12;

 151:6

secured (4)

 113:7;133:12,20;

 134:1

securities (1)

 23:16

seeing (2)

 20:1;110:25

seek (1)

 120:2

seeking (4)

 33:10;37:10;46:17;

 136:6

seeks (1)

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(18) requests - seeks Case: 19-30088 Doc# 1974 Filed: 05/10/19 Entered: 05/10/19 12:37:14 Page 174

of 179
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Case No. 19-30088

May 9, 2019

 51:6

seem (5)

 10:3;41:16;47:5;

 61:19;133:14

seemed (1)

 50:25

seems (16)

 37:15,20;49:15;51:8;

 52:21;57:15;61:21;

 72:1;79:17;84:11;

 114:13;120:9;133:13;

 135:11;138:21;142:19

self (1)

 99:10

self-serving (1)

 137:1

sell (2)

 129:23,24

sells (1)

 118:10

semantics (2)

 33:12;35:10

sense (11)

 38:10;49:1;61:6;

 66:10,10;79:6;81:18;

 82:4;100:11;135:9,12

sensible (1)

 63:8

sent (2)

 68:24;102:12

separate (5)

 20:2;25:23;37:24;

 141:15;147:7

separately (2)

 23:25;37:5

September (4)

 90:1,2,4;91:3

sequence (4)

 15:25;16:14;24:19;

 59:10

sequencing (4)

 61:15;62:3,14;81:7

serious (1)

 133:6

seriously (2)

 83:9;133:4

serve (4)

 12:4;112:15;120:2;

 128:15

served (2)

 58:6;121:14

service (10)

 25:25;26:17,18;36:6,

 7;38:1;55:13,21;68:9;

 122:15

services (4)

 21:14;112:14;

 117:23;147:12

set (11)

 11:6,8;80:8,9,12,14;

 89:23;90:1;101:9;

 132:20;145:8

setoff (10)

 117:1,12,15;119:1,

 17;129:20;132:23;

 133:11,19;141:13

sets (1)

 20:3

settle (1)

 106:23

settlement (4)

 88:23;89:10;101:7;

 103:15

seven (1)

 55:7

seventy (1)

 110:16

seventy-five- (1)

 99:3

seventy-five-million-dollar (1)

 98:1

several (1)

 51:12

Shane (1)

 35:8

Share (7)

 25:8;121:16;122:13;

 132:4;150:13,15;153:3

sharing (2)

 121:19;127:3

Sheriff (20)

 121:20,25;122:2,2,7;

 123:11,15,21,23;

 124:17;125:1,18;

 126:1,4,13,16,18,20,

 24;152:18

shifts (1)

 72:6

shoot (1)

 67:15

short (4)

 26:2;57:6;108:24;

 110:24

shorthand (1)

 54:13

shortly (2)

 85:14;95:15

shot (2)

 101:22;107:19

show (3)

 38:8;72:7;94:24

showing (7)

 72:3,4,5,8;96:23;

 103:13;121:14

shuffle (1)

 13:19

sic (1)

 96:20

side (16)

 7:7;11:7,8;12:12,13;

 16:8,13;24:5;61:10;

 76:22;108:20;110:15;

 123:16;131:22;143:24;

 151:22

sides (1)

 153:13

sign (5)

 8:5;17:9;18:6;53:16;

 88:9

signals (1)

 66:5

signatory (1)

 19:16

signature (3)

 7:10,11;14:7

signatures (1)

 14:9

signed (2)

 13:7;97:18

significant (3)

 122:14;125:23;

 126:24

signing (4)

 14:5,14;15:10;18:5

sign-off (2)

 18:6,17

similar (6)

 21:17;38:3;79:8;

 82:24;85:23;87:17

similarly (3)

 16:8;83:3;88:3

simple (5)

 62:1,2;64:25;109:12,

 12

simplify (1)

 42:7

simplifying (1)

 145:4

simply (11)

 7:1;9:4,13;12:2;

 18:24;19:16;57:20;

 89:14;124:5;129:16;

 144:15

Simpson (1)

 22:6

single (4)

 15:5;64:2;106:6;

 137:14

sit (2)

 95:7;140:2

sitting (3)

 23:1;71:14;77:8

situated (2)

 83:3;88:3

situation (5)

 34:14;75:13;100:12;

 126:9,11

situations (1)

 88:16

six (4)

 13:16;15:11;110:16;

 117:8

sixty (1)

 98:14

slight (2)

 19:22;107:11

slippery (2)

 48:21;51:20

slope (3)

 48:21;51:21;144:24

slot (1)

 104:16

small (6)

 74:14;75:10;100:13;

 110:7;122:12;147:22

smaller (2)

 100:8;126:3

so- (1)

 41:9

solar (3)

 148:5,7,15

solar-enabled (1)

 147:23

sold (1)

 129:25

solely (1)

 150:4

solution (1)

 129:5

solvent (2)

 11:13,16

somebody (5)

 56:18;90:25;101:20;

 110:17;147:1

somebody's (2)

 74:2;76:9

somehow (1)

 138:24

someone (3)

 48:1;72:19;131:23

sometime (1)

 144:20

sometimes (5)

 10:24;100:16;

 103:19;145:1;148:5

somewhat (1)

 9:11

somewhere (8)

 25:3,4;49:19;109:10;

 111:14;112:24;117:5;

 119:11

soon (1)

 107:25

sorry (8)

 22:19;26:12;70:9;

 96:4;99:6;108:10;

 130:1;139:9

sort (12)

 28:22;48:8;61:21;

 72:16,20;83:23;86:14;

 91:1;114:14;126:17;

 129:21;140:3

sorts (2)

 49:6;60:6

sought (2)

 57:5;93:5

sound (1)

 8:24

sounds (4)

 62:19;84:13;85:11;

 140:20

Southern (1)

 122:9

speak (5)

 13:8;57:23;127:5;

 132:6;141:8

SPEAKER (1)

 71:17

speaking (1)

 95:20

special (8)

 47:14;88:1;109:21;

 129:3;137:5,11,21;

 149:5

specialist (1)

 20:7

specialized (2)

 49:12;72:17

specific (13)

 6:9;8:17;11:25;

 25:21,22,25;44:23;

 46:9;67:22;99:9;

 139:20;147:20,23

specifically (1)

 86:18

spectrum (2)

 39:15,19

speculate (1)

 146:11

speculation (1)

 92:10

speech (1)

 125:15

speed (1)

 149:23

spend (3)

 60:20,21;61:7

spent (3)

 72:17;83:17;99:21

split (4)

 15:2;19:19;36:17;

 37:24

splitting (2)

 33:1;36:18

spouse (1)

 149:7

squarely (2)

 98:3;100:12

squeezed (1)

 8:18

staff (2)

 6:8;8:14

staffs (1)

 8:13

stage (1)

 149:20

stakes (1)

 65:9

staking (1)

 48:9

stand (4)

 91:8;102:19;107:15;

 143:20

standard (4)

 19:25;105:4;136:20;

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(19) seem - standard Case: 19-30088 Doc# 1974 Filed: 05/10/19 Entered: 05/10/19 12:37:14 Page 175

of 179
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Case No. 19-30088

May 9, 2019

 137:7

standing (4)

 71:11,15;111:17;

 114:24

standpoint (2)

 91:21;135:20

stands (2)

 96:10;107:25

start (8)

 10:16;11:6;13:5;

 59:12;60:2,9;67:18;

 98:9

started (3)

 25:18;57:7,12

starting (2)

 56:16;120:10

state (13)

 20:16;46:24;66:7;

 89:5;98:2,8;110:3;

 121:10;126:5;136:1;

 142:23,24;152:13

stated (2)

 46:3;66:21

statement (19)

 6:15;9:19;20:8,10,

 22;27:4;44:10;52:24;

 65:7;82:10,11;83:13,

 23;106:11;127:18;

 128:4,14;138:6;146:21

statements (3)

 83:11;85:25;137:2

States (6)

 16:20;31:21;84:18;

 129:11;131:14;139:14

state's (1)

 147:15

status (2)

 137:13;141:13

statute (12)

 9:25,25;77:22;92:12;

 115:6;124:14;125:11,

 14,17;127:1;132:19;

 133:19

statutory (4)

 10:3;115:5;124:6;

 134:10

stay (94)

 6:12,20,24;13:5,20;

 24:20;29:4,7,19,19,19,

 20,23,23,24;30:4,5,11,

 15;31:8,10,15;32:1,3,4;

 35:15;38:17;40:8,9,11;

 41:5,12;42:17,19;

 47:23;48:9,17;49:20;

 54:11;55:14;57:4;58:5,

 17,22;59:2,3,5;60:23;

 61:9;65:14;66:17;

 67:14;68:13,19,20;

 69:22,23;71:10;72:5;

 75:21,22,24;79:8,13,

 18,24;81:4,16,17;82:9,

 13,17;84:2,21;85:10;

 86:8,19;88:2;89:20;

 92:18;93:3,5,8,9;99:2;

 100:15;101:17;102:3;

 103:12;105:13,15;

 106:2,5;126:5

stayed (10)

 29:15,16;32:13,21,

 22,22;34:17;35:18;

 41:20;52:16

staying (1)

 22:12

stays (1)

 77:9

steel (1)

 122:10

steep (1)

 144:24

step (3)

 45:25;52:2;137:20

Stephen (1)

 88:13

stick (1)

 114:6

sticking (1)

 13:6

still (38)

 15:13;21:20;26:3;

 37:5,8;39:20;41:17;

 47:8;51:14;52:21;

 53:12;54:11;65:8;67:2;

 74:15,16;80:7;84:15,

 17,18,21;85:11;91:25;

 92:2;95:3;99:25;100:2,

 2,22,25;113:19;114:2;

 116:2;126:2,2;134:19;

 147:5,24

stipulate (1)

 61:17

stipulated (1)

 9:16

stipulation (1)

 97:4

stipulations (2)

 8:23;9:5

stone (1)

 47:25

stop (5)

 48:17;57:5,12;

 121:17;148:25

stopped (3)

 59:1;114:14;117:9

storage (1)

 122:11

story (2)

 42:11;77:2

straight (1)

 108:4

streamline (1)

 149:22

Stress (1)

 122:25

stuff (1)

 60:6

subject (16)

 11:5;18:4;43:22;

 50:20;51:18;73:1;96:2;

 97:7;100:6;111:1;

 117:15;118:25;119:18;

 127:24,25;145:7

submission (2)

 19:3;47:3

submit (5)

 39:23;53:25;54:16;

 97:5;137:24

submits (1)

 39:6

submitted (3)

 54:2;96:11;107:25

substantial (6)

 103:6;110:9,18;

 145:13;151:2;152:3

substitute (1)

 49:4

substituted (1)

 36:14

subtle (1)

 31:20

succeed (1)

 101:21

successful (1)

 151:7

suddenly (2)

 90:8;148:16

suffered (3)

 11:23;72:20;86:5

sufficient (4)

 30:16;120:2;121:12,

 12

sufficiently (1)

 153:11

suggest (2)

 16:4;21:2

suggested (1)

 77:16

suggesting (2)

 10:23;151:5

suggestion (1)

 87:13

sum (1)

 106:12

summary (1)

 107:3

superior (7)

 34:10;40:25;41:21;

 75:19;76:4;79:19;83:5

supplemental (3)

 20:19;21:8;121:1

suppliers (1)

 141:21

support (6)

 82:11;127:18;128:4,

 12,14;149:8

suppose (4)

 40:13;52:19;152:1,3

supposed (5)

 8:1;14:8;51:1;85:9;

 97:20

Sure (25)

 14:3;15:19,24;17:4;

 18:16,17,18;24:3;

 34:25;35:2;37:17;

 41:17;43:15;44:2;

 51:14;52:19,25;62:12,

 20;86:10;87:3,10;

 97:15;116:7;146:11

surprised (1)

 87:23

surprises (1)

 69:4

suspect (3)

 47:23;85:13;145:20

sustain (1)

 12:5

sustainable (3)

 129:5;141:17,25

Suzy (1)

 25:10

switch (2)

 77:12;79:19

swoop (1)

 110:22

sympathetic (2)

 123:13;144:4

systematic (2)

 48:8;86:13

T

table (5)

 44:1;71:9;98:9;

 140:2,22

talk (3)

 93:11;150:1;152:18

talked (2)

 104:19;149:16

talking (20)

 11:11;15:4;32:9,15;

 33:18,18;37:12,13;

 56:4;68:9,10;90:11;

 91:10;92:9;100:11;

 115:4;117:2;145:13;

 148:9;149:13

talks (1)

 36:18

target (1)

 67:15

tariff (8)

 27:22;34:4;44:18,21,

 24;45:18;46:11,12

tariffs (1)

 45:22

TCC (1)

 143:23

team (2)

 8:15;25:14

technical (7)

 111:22,23,24;114:8,

 13;115:2;144:13

technicality (2)

 114:22,22

technically (2)

 79:6;113:6

Ted (2)

 24:23;53:20

teed (2)

 23:19;125:3

telling (1)

 95:2

temporal (1)

 148:24

tempting (3)

 87:14;137:9,10

ten (5)

 70:13;98:2;99:12,19;

 100:10

ten-dollar (1)

 130:19

ten-million-dollar (2)

 99:7;100:8

ten-minute (1)

 70:17

tens (1)

 145:8

tentatively (2)

 20:18;21:7

term (7)

 9:22;96:14;110:24,

 25;135:13;138:7;

 141:17

terms (22)

 12:1;19:4;24:10;

 36:5;40:14,16;41:5;

 43:8;44:21;45:3,4;

 69:22;90:6;103:14;

 113:6;114:7,7;118:6;

 119:19,19;146:17,17

Test (1)

 122:25

testimony (1)

 95:2

tests (1)

 31:6

Thacher (1)

 22:6

thanks (1)

 23:20

that'll (1)

 23:24

theory (1)

 138:18

there'd (4)

 76:2;79:2;93:23;

 134:18

therefore (7)

 10:10;12:14;21:15;

 29:23;78:20;125:5;

 148:7

there'll (3)

 65:25;66:1;75:22

Theresa (2)

 25:10;62:8

thinking (2)

 12:25;54:9

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(20) standing - thinking Case: 19-30088 Doc# 1974 Filed: 05/10/19 Entered: 05/10/19 12:37:14 Page 176

of 179
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Case No. 19-30088

May 9, 2019

third (5)

 8:11;25:17;39:25;

 74:13;87:1

thirty (5)

 16:5,10;23:8;26:19;

 108:20

thirty-six (1)

 9:9

though (8)

 49:9;56:15;72:24;

 76:6;91:15;110:11;

 137:9;145:3

thought (10)

 10:7;19:2,13;70:11;

 94:16;95:16;97:6;99:6;

 139:10;144:19

thousands (7)

 8:13;50:4,5;83:15;

 91:5;103:8,8

three (10)

 16:13;26:4,4;73:25;

 74:4,6;99:5;109:6;

 113:21;151:10

three- (1)

 92:11

three-day (1)

 60:8

three-month (1)

 60:8

three-week (1)

 60:8

threshold (2)

 128:9;132:15

throwing (1)

 67:18

THURSDAY (1)

 6:1

Thus (1)

 50:14

tier (1)

 27:3

Tim (1)

 136:11

times (5)

 6:14;51:12;58:19;

 59:18;92:23

timing (3)

 81:7;107:24;108:17

TO18 (1)

 127:19

TO19 (1)

 127:19

today (22)

 9:14;10:19;12:18;

 13:6;24:15,16;30:1;

 40:24;54:18,21;58:25;

 66:23;69:5;81:13;

 86:11;96:5;97:16;

 129:14;131:23;141:6,

 7;152:3

together (3)

 18:24;56:11;79:14

told (3)

 11:12;59:10;60:5

tolled (3)

 92:15,17,19

top (4)

 22:12;95:5;126:14;

 140:24

topics (1)

 77:12

tort (24)

 9:18;12:6,21;15:16;

 18:12,14;21:16;43:20,

 24;80:4;82:15;83:15;

 86:1,14;88:3;103:7;

 111:2;112:2;138:18,

 19,19;141:6;144:3,8

torts (1)

 72:20

total (2)

 8:15;83:19

touched (1)

 54:4

touching (1)

 54:19

tough (1)

 15:8

towards (2)

 33:9;117:19

track (4)

 26:11;59:11;72:21,

 21

trade (1)

 105:24

trade-exposed (1)

 125:22

train (1)

 139:9

Tran (45)

 70:24,24;79:10,12,

 16,21;80:3,9,12,16,20,

 23;81:1,3,11,23;82:4,

 12,17,19,22,25;83:7,

 22;84:4,8,15,17;85:19;

 86:10;87:3,10,16,20,

 24;89:17;93:17;

 101:22,23;103:2,10,18,

 22,25;104:5

Tran's (1)

 78:1

transaction (1)

 119:18

transactions (1)

 119:10

transcripts (1)

 95:7

transmission (2)

 127:23;129:24

transparency (3)

 122:24;152:18,19

transportation (1)

 122:11

trap (2)

 30:25;81:22

travel (2)

 9:7;71:18

treat (5)

 21:7;55:18,20;59:13;

 107:22

treated (1)

 6:21

treating (1)

 72:16

Tredinnick (71)

 25:6,7,8,13,20;26:10,

 12,15,25;27:4,8,10,12,

 16,20,24;28:3,5,9,12,

 14,23;29:1,8,11,14;

 30:3,8,10,13,17,23;

 31:12,17;32:8,11,15,

 18,20,24;33:1,3,4,14,

 17,25;34:3,14,22,25;

 41:15,18;42:20;48:14;

 58:21;61:22,25;64:12,

 15;65:14;66:1,20;67:1,

 3,5,8,25;68:2,7,10;70:7

trial (43)

 49:18;56:18;60:8;

 62:18;64:22;73:4,17;

 74:20,23;76:4,4;78:13,

 19,23;80:1,5,7,8,13;

 84:10;85:16;87:7;89:1,

 3;90:14,16;91:4,21;

 92:11;95:9,10,12;

 101:3,5,17,19;102:16;

 103:9,19,22;104:4,20;

 105:18

trial's (1)

 42:7

tribunal (4)

 33:11;39:11;47:14;

 49:12

tried (4)

 57:12;67:14;68:20;

 93:19

trouble (1)

 131:16

true (12)

 57:20;64:7;80:19;

 83:16;86:20,20;133:5,

 21;136:19;151:1,7;

 152:25

truly (1)

 101:3

trust (2)

 119:12;121:12

Trustee (20)

 8:22;9:2;12:6;16:9,

 17,20;18:4;22:7;23:20;

 112:11;115:6;124:5;

 129:12;131:14;132:2;

 136:12,13;139:14;

 141:11;143:18

Trustee's (3)

 9:20;12:22;18:6

truth (3)

 10:22,24;111:2

truth-seekers (1)

 12:9

try (13)

 13:22;32:12;49:22;

 51:12;62:17;67:16;

 73:18;74:25;79:20;

 91:12;93:11;101:23;

 106:23

trying (20)

 7:12;30:25;31:1,14;

 32:2;41:2,2;57:18;

 58:25;60:2;69:10;76:8,

 12;89:13;97:17;

 111:11;114:12;116:10;

 130:14;132:12

Tsekerides (49)

 24:21,23,24;25:1,2,

 5;28:16;33:5;52:6;

 53:12,13,15,17,20;

 55:3,5,8,12;56:4,6,14,

 22,24;57:1,5,9,11,14,

 17;59:8,16;60:13,17;

 61:18,23;62:24;63:1,2,

 5;66:3;67:10,13,20,22;

 68:12,17,21;70:1,5

tuned (1)

 48:9

turn (29)

 6:5;10:18;13:20;

 16:1,3,4,6;33:6;96:3,4;

 108:15;109:25;111:15,

 17;112:7,14;116:10;

 122:13;125:20;132:17;

 135:22,23;136:25;

 137:6,18;138:1,10;

 140:19,19

turns (1)

 144:6

TURN's (3)

 112:13;114:24;

 136:17

twenty (2)

 69:12,12

twenty- (1)

 69:2

twenty-four (1)

 9:9

twenty-one (1)

 128:6

twice (1)

 80:12

two (37)

 6:7,17;8:13,14;9:17;

 10:2;13:1;15:14,15,15;

 19:7;22:9;37:24;54:10;

 55:16;56:9;61:19;

 69:12;72:9,25;73:1,4,5,

 8,19;74:17,19;80:1;

 87:9;91:12;99:5;109:5;

 113:21;114:2;132:9;

 138:24;151:11

two-thirds (1)

 127:22

type (1)

 7:11

types (3)

 30:13;38:24;49:5

typical (2)

 88:15;142:24

typically (5)

 41:20;62:16;88:16;

 97:2,9

U

ultimate (2)

 12:14;52:25

ultimately (2)

 31:3;117:23

Um-hum (6)

 30:3;32:19;50:16;

 53:2;76:11;87:19

unable (2)

 20:16;26:17

unaware (1)

 91:6

unclear (1)

 23:12

uncomfortable (1)

 71:14

Under (20)

 14:6;22:9;25:23;

 34:4;53:23;54:6;95:15;

 99:25;107:23;115:13,

 16;119:20,25;133:15,

 18;136:20,23;138:18;

 144:19;150:24

underlying (1)

 51:24

understands (2)

 41:1;53:6

understood (2)

 68:23;105:5

undoubtedly (1)

 63:20

UNIDENTIFIED (1)

 71:17

uniform (1)

 47:19

uninsured (1)

 102:22

unique (9)

 72:24,25;100:11,12;

 103:7;106:12,14;

 107:20;128:25

unit (4)

 33:17;34:1;128:13;

 129:24

United (5)

 16:20;31:21;129:11;

 131:14;139:14

Unless (4)

 64:12;100:9;143:20;

 153:23

unlike (1)

 60:18

unlim (1)

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(21) third - unlim Case: 19-30088 Doc# 1974 Filed: 05/10/19 Entered: 05/10/19 12:37:14 Page 177

of 179
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Case No. 19-30088

May 9, 2019

 128:7

unliquidated (2)

 128:7;147:18

unofficial (2)

 140:7,11

unopposed (1)

 13:18

unreasonable (1)

 127:24

unsecured (9)

 15:15;110:14;

 133:12;136:2,25;

 137:23;140:24;141:25;

 153:1

unusual (2)

 22:8;89:18

unworkable (1)

 138:22

up (44)

 8:20;16:9;18:11;

 23:19;25:13,18;30:5;

 31:16;32:7;39:24;

 42:11;53:7,16;54:12,

 22;63:7;64:6;65:6,20;

 66:3,18;70:23;71:4,18,

 18;75:18,23;76:5;83:5;

 85:2,22;88:5;91:8;

 94:24;101:9;102:18;

 108:5;110:22;125:3,

 16;131:13;135:14;

 141:10;149:23

upfront (1)

 44:19

upload (1)

 18:5

upon (3)

 113:1;127:16;142:10

upwards (1)

 122:16

use (9)

 14:13;35:15;57:19;

 60:4;67:16;123:15;

 126:25;132:18;147:24

used (6)

 10:9;20:1;98:23,24;

 138:6,9

users (1)

 121:23

Using (1)

 126:9

usual (4)

 7:10;20:1;97:7,8

usually (1)

 122:4

utilities (4)

 48:16;122:4,21;

 123:6

utility (20)

 27:2;28:19;29:20;

 33:11;34:13;39:9;

 55:18,20;59:13;65:10;

 66:12;108:15;113:5;

 115:17;119:21,25;

 126:12;141:17;147:14;

 148:6

utility's (1)

 35:24

V

vacate (1)

 29:24

vacated (1)

 38:18

Valero (3)

 16:1;96:19;103:13

Valero's (2)

 101:9;102:13

validity (4)

 47:11;48:2;52:17,18

Van (1)

 122:5

various (3)

 28:21;82:1;84:18

vendors (2)

 137:15;141:20

verdict (4)

 75:19,22;76:14,17

versus (3)

 54:19;55:12;124:19

veterans (1)

 127:12

via (1)

 113:24

vice (1)

 14:17

victim (2)

 11:23,24

victims (5)

 96:4;103:8;124:1;

 147:3,3

view (15)

 28:17;31:7;32:5,6;

 35:9;41:24;49:7;65:6;

 66:4;116:11;124:5,20;

 138:22;141:14;152:20

views (3)

 90:3;141:12;143:15

Villacorta (8)

 16:16,19,20;17:6,10,

 12;22:11,13

violate (1)

 35:14

violating (1)

 40:11

violations (1)

 149:15

virtually (2)

 74:14;75:11

visited (1)

 53:8

visiting (1)

 53:8

voice (4)

 111:12;123:4;

 129:13;135:24

voices (3)

 116:11;135:16;

 149:20

volume (1)

 15:1

volunteering (1)

 111:16

W

wait (6)

 30:20;35:24;81:25;

 87:13,14;118:4

waiting (1)

 108:11

walked (1)

 117:5

wants (6)

 24:14;40:3;43:14;

 48:1;54:7;100:25

warrant (1)

 88:2

Washington (1)

 60:1

waste (2)

 55:24;69:20

way (46)

 9:12;10:5;16:7;

 18:22;23:15;27:13;

 31:4,14;32:2,12;37:7;

 39:20;42:19;43:2,14;

 44:20;45:24;46:8;

 47:10;49:22;50:3;

 57:19;60:25;61:14;

 62:3,10;66:8,13,15;

 68:25;73:15;75:22;

 80:25;89:1;102:20,22;

 106:14;107:22;108:5;

 119:19;123:9;124:14;

 125:3;140:3;142:19;

 151:14

ways (4)

 7:16;45:7;146:19;

 151:10

WDT (1)

 68:8

wealth (1)

 152:15

wedded (1)

 47:8

weigh (3)

 12:23,24;103:12

weighed (1)

 43:21

weighing (1)

 132:3

weighty (1)

 123:7

Weil (4)

 24:24;53:20;70:25;

 88:14

welcome (3)

 7:24;12:23;122:6

welcoming (1)

 152:23

WELSH (8)

 95:17,19,21,21,25;

 96:1,7,9

weren't (2)

 52:2;111:16

WESSEL (81)

 71:4,7,11,14,21,21,

 23;72:1,13,23;73:5,9,

 11,13,16,21;74:2,5,8,

 18,22,25;75:3,5,13,18,

 21,24;76:3,8,12,20;

 77:1,3,5,8,15,18,21;

 78:5,8,11,15,17,25;

 79:4,9;82:7;84:20,24;

 85:3,8,13,18;87:7;91:7,

 10,18,20,24;92:2,5,9,

 14,16,17,18,21;93:13,

 16,19;94:2,4,7,14,18,

 20,22,25;95:5;96:12

What'd (1)

 105:11

whatever's (1)

 68:14

What's (19)

 24:17;35:11;59:1,13;

 61:9;63:21;68:21;

 85:24;86:7;87:12;

 89:22,24;97:23,25;

 108:25;116:18;127:19;

 151:4;152:6

whatsoever (1)

 135:9

whenever (1)

 6:7

Where'd (1)

 62:1

where's (2)

 67:25;117:7

Whereupon (1)

 154:4

whims (1)

 60:24

white (1)

 64:19

whole (4)

 28:18;105:9;123:25;

 140:20

wholesale (6)

 26:22;27:21;34:4;

 36:15;44:17;121:4

who's (15)

 7:15;14:5;31:24;

 36:8,9;39:7;50:21,21,

 22;70:23;95:20,20;

 96:21;143:7;149:8

whose (3)

 32:8;142:25;147:24

wildfire (3)

 65:3;103:8;144:7

wildfires (1)

 98:18

willing (1)

 41:14

win (8)

 27:14;55:17;61:11,

 11;91:15,16,22;92:1

winner (2)

 30:1,1

wins (4)

 41:22;55:17,21;

 59:23

wires (1)

 129:24

wish (4)

 23:6;152:11,12;

 153:4

wishes (1)

 152:22

withdraw (1)

 17:8

within (9)

 36:22;37:6;46:9;

 50:13;67:5;98:4;

 100:12;113:12;135:20

without (6)

 22:15;36:8;58:2;

 89:12;101:19;140:24

witness (1)

 95:3

witnesses (1)

 95:9

won (1)

 76:25

wonder (2)

 10:16;16:25

word (2)

 21:12;94:25

words (7)

 44:19;49:10;59:9;

 85:25;114:9;117:2;

 132:18

work (4)

 7:21;9:8;61:20;66:2

working (3)

 17:6;113:12;123:7

works (1)

 107:2

world (5)

 43:17,19;50:4;62:11;

 117:8

worried (2)

 33:7;66:7

worry (1)

 21:17

worrying (1)

 91:19

worst-case (1)

 134:10

worth (1)

 131:16

wow (1)

 35:13

written (5)

 69:9,10;144:20;

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(22) unliquidated - written Case: 19-30088 Doc# 1974 Filed: 05/10/19 Entered: 05/10/19 12:37:14 Page 178

of 179
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Case No. 19-30088

May 9, 2019

 153:14,17

wrong (4)

 15:3;36:9;73:14;

 132:25

wrongdoing (1)

 145:6

wrongful (1)

 81:10

wrote (6)

 44:14;52:12;82:5,6;

 83:12,12

Y

year (7)

 55:5;78:24;80:21;

 90:5;92:12;98:17,17

years (4)

 72:9,25;80:1;133:14

Yep (1)

 15:5

yesterday (3)

 11:2;48:7;86:1

Z

zero (1)

 152:19

1

1 (3)

 50:3;64:22;82:23

10 (1)

 132:18

10:53 (1)

 70:19

105 (1)

 124:22

11 (8)

 20:15,17;129:4,6;

 135:20;143:16;149:6;

 151:9

11:06 (1)

 70:19

1129 (2)

 151:6,7

1129a6 (4)

 139:16,19;150:2,24

12 (2)

 20:16,17

12:41 (1)

 154:4

13 (1)

 128:2

150 (3)

 88:17;89:4,5

15-08-019 (1)

 123:2

16th (5)

 78:25;85:15;90:1,2,4

17th (1)

 90:8

1901-006 (1)

 123:1

2

2.3 (1)

 128:2

2001 (5)

 124:25;125:1,19;

 138:6;139:6

2014 (2)

 66:24;68:6

2017 (1)

 147:2

2018 (2)

 139:8;147:2

2019 (13)

 6:1;26:13,15;28:19;

 32:17,18;36:3;37:16,

 20,23;54:15;57:3;

 65:20

2020 (1)

 54:23

205 (1)

 39:2

206 (2)

 37:14;39:18

22nd (2)

 54:23;154:2

29th (1)

 148:16

3

3 (2)

 20:9;68:5

362b4 (11)

 29:7;31:22;33:9,18;

 34:8;36:19;51:2;58:20;

 59:2;64:20;69:16

365 (1)

 150:12

4

400 (2)

 115:11,15

5

5 (2)

 120:7;145:8

505 (1)

 122:5

552 (1)

 133:19

6

6 (1)

 145:9

6.1 (1)

 120:20

6.15 (1)

 110:6

7

7 (2)

 74:16;151:11

9

9 (1)

 6:1

9:31 (1)

 6:1

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(23) wrong - 9:31 Case: 19-30088 Doc# 1974 Filed: 05/10/19 Entered: 05/10/19 12:37:14 Page 179

of 179