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) 

DECLARATION OF JOHN BOKEN IN 

SUPPORT OF MOR DEADLINES AND FORM 

MODIFICATION APPLICATION 

Related Document: Dkt. 1788 

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# 1789 Filed: 05/01/19 Entered: 05/01/19 16:21:13 Page 1 of

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I, John Boken, hereby declare that the following is true and correct to the best of my 

knowledge, information, and belief: 

1. I am a Managing Director in the Turnaround Restructuring Services practice 

of AlixPartners, LLP, which is an affiliate of both AlixPartners, LLC and AP Services, LLC, which 

provides interim management services to PG&E Corporation and Pacific Gas and Electric Company, 

as debtors and debtors-in-possession (collectively, “PG&E” or the “Debtors”) in the abovecaptioned Chapter 11 Cases (the “Chapter 11 Cases”). I currently serve as the Deputy Chief 

Restructuring for the Debtors as authorized by this Court by Order dated April 9, 2019 [Docket No. 

1299].1 

2. I submit this Declaration in support of the Debtors’ 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 (the “Application”), filed contemporaneously herewith. 

3. Except as otherwise indicated herein, the facts set forth in this Declaration are 

based upon my personal knowledge, my review of relevant documents, and information provided to 

me by the Debtors’ other employees or the Debtors’ legal, restructuring, and financial advisors. If 

called upon to testify, I would testify competently to the facts set forth in this Declaration. I am 

authorized to submit this Declaration on behalf of the Debtors. 

The Proposed Modified Deadlines for Filing of Monthly Operating Reports 

4. As set forth in the Application, 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-square-mile 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 

 

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 My education, background, and professional experience are described in the Declaration of John 

Boken in Further Support of First Day Motions and Related Relief [Docket No. 653] at 2–3. 

Case: 19-30088 Doc# 1789 Filed: 05/01/19 Entered: 05/01/19 16:21:13 Page 2 of

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of their professional advisors, have mobilized their employees to work diligently and expeditiously 

to prepare the Monthly Operating Reports each month, I believe the default deadlines under 

Bankruptcy Local Rule 2015-2(b) promote an unnecessary duplication of effort with respect to the 

Debtors’ SEC reporting requirements. 

5. 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. I believe, the 

limited time available 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. 

6. 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 are proposing in the Application to modify the timing of the filing 

of their Monthly Operating Reports to be consistent with the timeline of their SEC reporting 

obligations. 

7. Specifically, the Debtors are proposing in the Application 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 are requesting 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 are 

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

days after the end of the month. 

Case: 19-30088 Doc# 1789 Filed: 05/01/19 Entered: 05/01/19 16:21:13 Page 3 of

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 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 

are requesting to be allowed to file their Monthly Operating Reports on or before thirty 

(30) days after the end of each such month. 

The Proposed Modified Form of Monthly Operating Report 

8. As set forth in the Application, 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. Although the Debtors seek to provide the relevant information required with respect to 

the Monthly Operating Reports, I believe that 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. 

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

District. I believe that the form is designed to be used by smaller companies with simpler 

manufacturing, retail, and other similar businesses, and, 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 information about the aging of accounts receivable 

and payable, which information is 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. 

10. 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 

Case: 19-30088 Doc# 1789 Filed: 05/01/19 Entered: 05/01/19 16:21:13 Page 4 of

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connection 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.

11. I 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. I also 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 the same information that the SEC requires that the Debtors 

provide to the investing public through their quarterly and annual reports. 

12. Moreover, I understand that the Debtors’ proposed form of Monthly 

Operating Report is similar to that used in other chapter 11 cases of similar size and complexity. I 

believe that requiring the Debtors to adhere to the District form would create substantial 

administrative expense and force the Debtors to introduce duplicative additional processes that 

would unnecessarily burden the Debtors’ estates. 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. 

 

Case: 19-30088 Doc# 1789 Filed: 05/01/19 Entered: 05/01/19 16:21:13 Page 5 of

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Pursuant to 28 U.S.C. § 1746, I declare under the penalty of perjury, that the foregoing 

is true and correct to the best of my knowledge, information, and belief, and that this declaration was 

executed at Los Angeles, California on May 1, 2019. 

/s/ John Boken

John Boken 

[Signature Page to Declaration in Support of MOR Deadlines and Form Modification Application] 

Case: 19-30088 Doc# 1789 Filed: 05/01/19 Entered: 05/01/19 16:21:13 Page 6 of

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