Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

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WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice) 

(stephen.karotkin@weil.com) 

Ray C. Schrock, P.C. (pro hac vice) 

(ray.schrock@weil.com) 

Jessica Liou (pro hac vice) 

(jessica.liou@weil.com) 

Matthew Goren (pro hac vice) 

(matthew.goren@weil.com) 

767 Fifth Avenue 

New York, NY 10153-0119 

Tel: 212 310 8000 

Fax: 212 310 8007 

KELLER & BENVENUTTI LLP 

Tobias S. Keller (#151445) 

(tkeller@kellerbenvenutti.com) 

Jane Kim (#298192) 

(jkim@kellerbenvenutti.com) 

650 California Street, Suite 1900 

San Francisco, CA 94108 

Tel: 415 496 6723 

Fax: 650 636 9251 

Attorneys for Debtors and Debtors in Possession 

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION,

 - and - 

PACIFIC GAS AND ELECTRIC 

COMPANY,

Case No. 19-30088 (DM)

Chapter 11 

(Lead Case) (Jointly Administered) 

APPLICATION PURSUANT TO L.B.R. 2015-

2(e) AND 11 U.S.C. § 105(a) FOR AN ORDER 

MODIFYING DEBTORS’ DEADLINES FOR 

FILING MONTHLY OPERATING REPORTS 

AND APPROVING PROPOSED 

MODIFICATIONS TO FORM OF MONTHLY 

OPERATING REPORTS 

(“MOR DEADLINES AND FORM 

MODIFICATION APPLICATION”) 

Date: May 22, 2019 

Time: 9:30 a.m. (Pacific Time) 

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

Objection Deadline: May 15, 2019 

4:00 p.m. (Pacific Time)

Debtors.

 Affects PG&E Corporation 

 Affects Pacific Gas and Electric 

Company 

 Affects both Debtors 

* All papers shall be filed in the Lead 

Case, No. 19-30088 (DM). 

Case: 19-30088 Doc# 1788 Filed: 05/01/19 Entered: 05/01/19 16:14:14 Page 1 of

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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

PG&E Corporation and Pacific Gas and Electric Company, as debtors and debtors 

in possession (collectively, “PG&E” or the “Debtors”) in the above-captioned chapter 11 cases 

(the “Chapter 11 Cases”), hereby submit this Application (the “Application”), pursuant to Rule 

2015-2(e) of the Bankruptcy Local Rules for the United States District Court for the Northern 

District of California (the “Bankruptcy Local Rules”) and 105(a) of title 11 of the United States 

Code (the “Bankruptcy Code”), for an order (a) modifying the deadlines, as required under section 

521 of the Bankruptcy Code and Bankruptcy Local Rule 2015-2(a), for the Debtors to file monthly 

operating reports (“Monthly Operating Reports”) to coincide with their reporting requirements 

to the Securities and Exchange Commission (the “SEC”), and (b) approving certain modifications 

to the form of Monthly Operating Reports required under Bankruptcy Local Rule 2015-2(d) to 

conform with the Debtors’ existing reporting processes and procedures. 

In support of this Application, the Debtors submit the Declaration of John Boken, 

filed contemporaneously herewith. A proposed form of order granting the relief requested herein 

is annexed hereto as Exhibit A (the “Proposed Order”).

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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

MEMORANDUM OF POINTS AND AUTHORITIES 

I. JURISDICTION 

The Court has jurisdiction to consider this matter pursuant to 28 U.S.C. §§ 157 and 

1334, the Order Referring Bankruptcy Cases and Proceedings to Bankruptcy Judges, General 

Order 24 (N.D. Cal.), and Bankruptcy Local Rule 5011-1(a). This is a core proceeding pursuant to 

28 U.S.C. § 157(b). Venue is proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409. 

II. BACKGROUND 

On January 29, 2019 (the “Petition Date”), the Debtors commenced with the Court 

voluntary cases under chapter 11 of the Bankruptcy Code. The Debtors continue to operate their 

businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 

1108 of the Bankruptcy Code. The Debtors’ Chapter 11 Cases are being jointly administered for 

procedural purposes only pursuant to Bankruptcy Rule 1015(b). 

On February 12, 2019, the United States Trustee (the “U.S. Trustee”) appointed an 

Official Committee of Unsecured Creditors (the “Creditors Committee”). On February 15, 2019, 

the U.S. Trustee appointed an Official Committee of Tort Claimants (the “Tort Claimants 

Committee”). 

Additional information regarding the circumstances leading to the commencement 

of the Chapter 11 Cases and information regarding the Debtors’ businesses and capital structure is 

set forth in the Amended Declaration of Jason P. Wells in Support of the First Day Motions and 

Related Relief [Docket No. 263]. 

III. RELIEF REQUESTED 

By this Application, pursuant to Bankruptcy Local Rule 2015-2(e) and section 

105(a) of the Bankruptcy Code, the Debtors request entry of an order (a) modifying the times for 

filing Monthly Operating Reports to be consistent with the Debtors’ reporting obligations with the 

SEC and (b) approving certain modifications to the form of Monthly Operating Reports as were 

used by the Debtors in the Monthly Operating Reports filed for January and February 2019, each 

as further described herein. 

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IV. BASIS FOR RELIEF REQUESTED 

Bankruptcy Local Rule 2015-2(b) requires that “[a] monthly report shall be filed . . . 

no later than the 21st day of the month following the month to which the report pertains.” B.L.R. 

2015-2(b). With regards to the form of monthly operating reports, Bankruptcy Local Rule 2015-2(d) 

requires that “[m]onthly reports shall be prepared on forms and supporting schedules approved by the 

Judges of the Court, copies of which shall be available in the Office of the Clerk.” B.L.R. 2015-2(d). 

However, Bankruptcy Local Rule 2015-2(e) also provides that, “The Court may, on 

application and for cause, modify the provisions of this rule. Any application to modify shall be served 

upon all parties upon whom the monthly report is required to be served.” B.L.R. 2015-2(e). 

Additionally, section 105(a) of the Bankruptcy Code, which codifies the equitable 

powers of the Bankruptcy Court, authorizes the Court to “issue any order, process, or judgment that is 

necessary or appropriate to carry out the provisions of this title.” 11 U.S.C. § 105(a). The Debtors 

submit that, in light of the facts and circumstances surrounding these Chapter 11 Cases, ample cause 

exists to grant the requested relief herein. 

V. CAUSE EXISTS TO MODIFY THE DEADLINES FOR FILINGS 

THE DEBTORS’ MONTHLY OPERATING REPORTS 

The Debtors are one of the nation’s largest utility companies, providing natural gas and 

electric service to approximately 16 million customers throughout an approximately 70,000-squaremile service area in northern and central California. The Debtors own and operate approximately 136 

generating facilities, nine (9) natural gas compressor stations, over 120,000 circuit miles of electric 

transmission and distribution lines, and nearly 50,000 miles of natural gas transmission and 

distribution pipelines. While the Debtors, with the assistance of their professional advisors, have 

mobilized their employees to work diligently and expeditiously to prepare the Monthly Operating 

Reports each month, as set forth below, the default deadlines under Bankruptcy Local Rule 2015-2(b) 

promote an unnecessary duplication of effort with respect to the Debtors’ SEC reporting requirements. 

Due to the size and scope of the Debtors’ operations, collecting the information 

necessary to prepare the Monthly Operating Reports requires a significant expenditure of time and 

effort on the part of the Debtors, their employees, and their professionals. The limited time available 

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to the Debtors to assemble the required information, coupled with the added responsibilities of the 

Debtors’ employees in connection with the administration of these Chapter 11 Cases, necessitate an 

extension of the deadline for filing Monthly Operating Reports. 

Moreover, the Debtors are public reporting companies under Section 12b of the 

Securities and Exchange Act of 1934. As such, much of the information included in the Monthly 

Operating Reports also is provided in the Debtors’ annual and quarterly reports filed with the SEC. 

The Debtors’ employees and professionals who prepare the Debtors’ annual and quarterly SEC reports 

will also be tasked with preparing the Debtors’ Monthly Operating Reports. To avoid unnecessary 

duplication of efforts and deadlines that conflict with the SEC’s quarterly and annual reporting 

deadlines, the Debtors propose to modify the timing of the filing of their Monthly Operating Reports 

to be consistent with the timeline of their SEC reporting obligations. 

Specifically, the Debtors propose that the time for filing Monthly Operating Reports be 

modified as follows: 

 For months ending quarterly SEC reporting periods (specifically, the months of March, 

June, and September), the Debtors request to be allowed to file their Monthly Operating 

Reports on or before forty-five (45) days after the end of each such month. 

 For months ending the annual SEC reporting period (December), the Debtors request 

to be allowed to file their Monthly Operating Reports on or before sixty (60) days after 

the end of the month. 

 For all other months that do not end an SEC reporting period (specifically, the months 

of January, February, April, May, July, August, October, and November), the Debtors 

request to be allowed to file their Monthly Operating Reports on or before thirty (30) 

days after the end of each such month. 

The Debtors have been in discussions with the U.S. Trustee regarding the relief 

requested in this Motion and understand that the U.S. Trustee generally has no objection to the 

modifications of the Monthly Operating Reports deadlines as requested herein, except with respect to 

the 60-day deadline for the December filing, which the U.S. Trustee indicated would not give the U.S. 

Trustee sufficient time to calculate monthly U.S. Trustee fees owing by the Debtors for that period. 

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The Debtors propose to address the U.S. Trustee’s concern by providing to the U.S. Trustee no later 

than forty-five (45) days after the end of December, on a confidential basis, information concerning 

disbursements needed by the U.S. Trustee to calculate U.S. Trustee fees owing for December and 

ensure timely payment by the Debtors of such fees. 

VI. CAUSE EXISTS TO MODIFY THE FORM OF MONTHLY OPERATING 

REPORTS USED BY THE DEBTORS 

The Debtors also seek Court approval to modify the form of Monthly Operating Report 

used by the Debtors. As described above, as public reporting companies, the Debtors have robust 

processes in place to comply with their SEC reporting obligations. The Debtors seek to provide the 

relevant information required with respect to the Monthly Operating Reports, but adhering strictly to 

the form of Monthly Operating Report used in this District would require that the Debtors undertake 

substantial administrative expense and burden to create additional reporting processes that are 

duplicative of the Debtors’ existing reporting processes. 

The Debtors have reviewed the form of Monthly Operating Report used in this District. 

The Debtors note that the form, which has not been modified since January 1, 1998, is designed to be 

used by smaller companies with simpler manufacturing, retail, and other similar businesses, and the 

Debtors respectfully submit that the District form, without any modifications, is not well-suited to the 

operations of a large utility provider such as the Debtors. For example, the District form requires that 

the Debtors include schedules with detailed inventory calculations that are not relevant to the Debtors’ 

operations, as well as a granular listing of vehicles and mechanical assets that is not practicable given 

the scope of the Debtors’ operations. In light of the Debtors’ reporting processes in place and the 

complexity and size of the Debtors’ operations, the Debtors propose to use a modified form of Monthly 

Operating Report that is similar to the form used by corporate, publicly reporting debtors in other 

large, complex chapter 11 cases in other Districts. 

Specifically, the Debtors seek to use the modified form of Monthly Operating Report 

used in the Monthly Operating Reports the Debtors already filed in these Chapter 11 Cases for the 

periods ending January 31, 2019 [Dkt. No. 1136] and February 28, 2019 [Dkt. No. 1137]. The 

proposed modified form uses the information and reports the Debtors already assemble in connection 

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with the Debtors’ ongoing SEC reporting obligations. Among other things, the modified form of 

Monthly Operating Report that the Debtors propose to use varies from the District form in the 

following ways: 

 Provides an income statement that conforms to the Debtors’ standard SEC reporting 

form; 

 Provides a balance sheet that conforms to the Debtors’ standard SEC reporting form; 

 Does not provide a cash flow statement, as the Debtors do not prepare monthly cash 

flow statements; and 

 Provides a summary of first day payments rather than a detailed listing of 

counterparties.

Although the Debtors and the U.S. Trustee have had a number of discussions regarding 

the form of Monthly Operating Report, as of the date of this Application, the U.S. Trustee was not 

willing to agree to any deviations from the District form. Nevertheless, the Debtors believe that 

modifying the form of Monthly Operating Report is warranted here given the size and scope of the 

Debtors’ operations, as well as the reporting processes that the Debtors already have in place. The 

Debtors further believe that the form proposed by the Debtors provides the U.S. Trustee, the Court, 

and the Debtors’ creditors and other parties in interest all relevant information about the Debtors’ 

operations. Indeed, the information the Debtors propose to provide in the Monthly Operating Reports 

is generally the same information that the SEC requires that the Debtors provide to the investing public 

through their quarterly and annual reports. 

Moreover, the information provided in the Debtors’ modified form of Monthly 

Operating Report is similar to that which has been provided in other chapter 11 cases of similar size 

and complexity. See, e.g., Westinghouse Elec. Co. LLC, Case No. 17-10751 (MEW) (Bankr. S.D.N.Y. 

May 30, 2017) [Docket No. 631], In re Sears Holdings Corp., Case No. 18-23538 (RDD) (Bankr 

S.D.N.Y. Dec. 28, 2018) [Docket No. 1450]; In re Caesars Entertainment Operating Co., Case No. 

15-01145 (Bankr. E.D. Ill. Aug. 31, 2015) [Docket No. 2137]; In re Gymboree Corp., Case No. 17-

32986 (KLP) (Bankr. E.D. Va. Aug. 31, 2017) [Docket No. 593]. Requiring the Debtors to adhere to 

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the District form would create substantial administrative expense and force the Debtors to introduce 

duplicative additional processes that would unnecessarily burden the Debtors’ estates. 

The Debtors submit that the proposed filing schedule and modifications to the form of 

Monthly Operating Report are appropriate and necessary given the size and scope of the Debtors’ 

operations and the Company’s ongoing SEC reporting obligations and timetable. Additionally, the 

proposed filing schedule and modified form of Monthly Operating Report will permit the Debtors to 

better utilize their employees and professionals in an efficient and effective manner. As such, the 

Debtors believe that the Court’s modification of the deadlines to file the Monthly Operating Reports 

as requested in this Application and form of Monthly Operating Report are appropriate in light of the 

circumstances. Accordingly, the Debtors submit that ample cause exists to extend the time for filing 

the Monthly Operating Reports and to modify the form of Monthly Operating Report as requested in 

the Application. 

VII. NOTICE 

Notice of this Application will be provided to (i) the Office of the United States Trustee 

for Region 17 (Attn: Andrew R. Vara, Esq. and Timothy Laffredi, Esq.); (ii) counsel to the Creditors 

Committee; (iii) counsel to Tort Claimants Committee; (iv) the Securities and Exchange Commission; 

(v) the Internal Revenue Service; (vi) the Office of the California Attorney General; (vii) the California 

Public Utilities Commission; (viii) the Nuclear Regulatory Commission; (ix) the Federal Energy 

Regulatory Commission; (x) the Office of the United States Attorney for the Northern District of 

California; (xi) counsel for the agent under the Debtors’ debtor in possession financing facility; and 

(xii) those persons who have formally appeared in these Chapter 11 Cases and requested service 

pursuant to Bankruptcy Rule 2002. The Debtors respectfully submit that no further notice is required. 

No previous request for the relief sought herein has been made by the Debtors to this 

or any other court. 

WHEREFORE, the Debtors respectfully request entry of an order modifying the time 

for filing Monthly Operating Reports, and such other and further relief as the Court may deem just 

and appropriate. 

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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

Dated: May 1, 2019 WEIL, GOTSHAL & MANGES LLP 

 KELLER & BENVENUTTI LLP 

 By: /s/ Jane Kim 

 Jane Kim 

Attorneys for Debtors and Debtors in Possession

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