1

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

-oOoIn Re:

PG&E CORPORATION AND PACIFIC 

GAS AND ELECTRIC COMPANY

Debtors.

_____________________________

)

)

)

)

)

)

Case No. 19-30088

Chapter 11

San Francisco, California

Monday, October 7, 2019

10:00 AM

JOINT MOTION OF THE OFFICIAL 

COMMITTEE OF TORT CLAIMANTS 

AND AD HOC COMMITTEE OF 

SENIOR UNSECURED NOTEHOLDERS 

TO TERMINATE THE DEBTORS' 

EXCLUSIVE PERIODS PURSUANT TO 

SECTION 1121(D)(1) OF THE 

BANKRUPTCY CODE [3940]

MOTION TO APPROVE FEE 

PROCEDURES FILED BY BRUCE 

MARKELL [3950]

TRANSCRIPT OF PROCEEDINGS

BEFORE THE HONORABLE DENNIS MONTALI

UNITED STATES BANKRUPTCY JUDGE

APPEARANCES:

For the Debtors: PAUL H. ZUMBRO, ESQ.

KEVIN J. ORSINI, ESQ.

Cravath, Swaine & Moore LLP

825 Eighth Avenue

New York, NY 10019

(212)474-1000

For the Debtors: STEPHEN KAROTKIN, ESQ.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

(212)310-8000

For Bruce A. Markell: SCOTT H. MCNUTT, ESQ.

McNutt Law Group LLP

219 9th Street

San Francisco, CA 94103

(415)995-8475

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 1 of

220
2

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

For the United States 

Trustee:

TIMOTHY S. LAFFREDI, AUST

Office of the United States 

Trustee

450 Golden Gate Avenue

5th Floor, Suite 05-0153

San Francisco, CA 94102

(415)705-3333

For The Utility Reform 

Network (TURN):

ROBERT G. HARRIS, ESQ.

Binder & Malter LLP

2775 Park Avenue

Santa Clara, CA 95050

(408)295-1700

For Official Committee of 

Unsecured Creditors:

DENNIS F. DUNNE, ESQ.

Milbank, LLP

55 Hudson Yards

New York, NY 10001

(212)530-5000

GREGORY A. BRAY, ESQ.

Milbank LLP

2029 Century Park East

33rd Floor

Los Angeles, CA 90067

(424)386-4000

For the Ad Hoc 

Bondholders:

ABID QURESHI, ESQ.

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, NY 10036

(212)872-1000

For Official Committee of 

Tort Claimants:

ROBERT A. JULIAN, ESQ.

CECILY A. DUMAS, ESQ.

Baker & Hostetler LLP

11601 Wilshire Boulevard

Suite 1400

Los Angeles, CA 90025

ELIZABETH A. GREEN, ESQ.

Baker & Hostetler LLP

SunTrust Center, Suite 2300

200 South Orange Avenue

Orlando, FL 32801

(407)649-4000

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 2 of

220
3

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

For SLF Fire Victim 

Claimants:

RICHARD A. MARSHACK, ESQ.

Marshack Hays LLP

870 Roosevelt

Irvine, CA 92620

(949)333-7777

For International 

Brotherhood of Electrical 

Workers Local Union 1245:

BRADLEY C. KNAPP, ESQ.

Locke Lord LLP

601 Poydras Street

Suite 2660

New Orleans, LA 70130

(504)558-5100

For Public Advocates 

Office at the California 

Public Utilities 

Commission:

ALISA C. LACEY, ESQ.

Stinson LLP

1850 North Central Avenue 

Suite 2100

Phoenix, AZ 85004

(602)279-1600

For Ad Hoc Committee of 

Subrogation Claims 

Holders:

MATTHEW A. FELDMAN, ESQ.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

(212)728-8000

For the Equity Holders: BRUCE BENNETT, ESQ.

Jones Day

555 South Flower Street

Fiftieth Floor

Los Angeles, CA 90071

(213)489-3939

For the North Bay Fire 

Victims:

FRANK PITRE, ESQ.

Cotchett Pitre and McCarthy LLP

840 Malcolm Road

Suite 200

Burlingame, CA 94010

(650)697-6000

STEVEN J. SKIKOS, ESQ.

Skikos Attorneys at Law

One Sansome Street

Suite 2830

San Francisco, CA 94104

(707)327-2310

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 3 of

220
4

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

For the Ghost Ship 

Warehouse Victims:

ESTELA O. PINO, ESQ.

Pino & Associates

1520 Eureka Road

Suite 101

Roseville, CA 95661

(916)641-2288

MARY E. ALEXANDER, ESQ.

Mary Alexander & Associates, P.C.

44 Montgomery Street

Suite 1303

San Francisco, CA 94104

(415)433-4440

Also Present: BRUCE MARKELL (Telephonically)

Fee Examiner

Court Recorder: LORENA PARADA

 United States Bankruptcy

Court

450 Golden Gate Avenue

San Francisco, CA 94102

Transcriber: Amanda G. Stockton

 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.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 4 of

220
5

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

SAN FRANCISCO, CALIFORNIA, MONDAY, OCTOBER 7, 2019, 10:01 AM

-oOo-

(Call to order of the Court.)

THE BAILIFF: All rise. The court is now in session. 

The Honorable Dennis Montali presiding.

THE COURT: Good morning, everyone.

IN UNISON: Good morning.

THE BAILIFF: Matter of PG&E Corporation.

THE COURT: This crowd for the fee hearing? Oh. All 

right. Are we ready to go?

UNIDENTIFIED SPEAKER: Yes, sir.

THE COURT: All right. Let's start with the fee 

procedure motion.

Mr. Karotkin, did you want to do something ahead of 

time? You want to take something out of order?

MR. KAROTKIN: No, fee motion's first.

UNIDENTIFIED SPEAKER: Oh, no. I thought it was -- I 

thought something was before that. I'm sorry.

THE COURT: There's room in the overflow court room 

for those of you standing. You can stand there if you want, 

but there are seats over there next door around the corner.

Mr. McNutt, did you think you're up first?

MR. MCNUTT: I thought that was it, yes.

THE COURT: Okay. Let's go.

MR. MCNUTT: Scott McNutt --

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 5 of

220
6

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

THE COURT: Go ahead and make your appearance.

MR. MCNUTT: -- representing Prof. Bruce Markell, the 

fee examiner in this matter.

THE COURT: So is he here today, by any chance?

MR. MCNUTT: He is appearing by phone today.

THE COURT: Okay. Are we ever --

MR. MCNUTT: And I --

THE COURT: We ever going to see him here?

MR. MCNUTT: You will see him here. I thought, given 

the crush today, that it'd be -- that he shouldn't fly out from 

Chicago for this --

THE COURT: Okay. Well, go head. You have time on 

the --

MR. MCNUTT: And blessedly --

THE COURT: -- dock time, so you've got the time. Do 

you want to reserve time, or do you want to --

MR. MCNUTT: Blessedly, I'm here to hand it off to 

Prof. Markell.

THE COURT: Okay.

MR. MCNUTT: Who I hope we hear shortly.

THE COURT: Prof. Markell, are you --

MR. MARKELL: Yeah?

THE COURT: -- on the phone?

MR. MARKELL: Yes, I am, Your Honor. Thank you very 

much --

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 6 of

220
7

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

THE COURT: Okay.

MR. MARKELL: -- and good morning.

THE COURT: Good morning.

MR. MARKELL: Okay. Once again --

THE COURT: Okay. Wait, have --

MR. MARKELL: -- Bruce Markell --

THE COURT: You saw my order about time allocation, 

right?

MR. MARKELL: Yes, I did. For our twenty minutes, 

I'll probably speak for about two to three minutes.

THE COURT: Okay.

MR. MARKELL: I yield to the U.S.D. in turn for no 

more than eight, and any remaining time I'll reserve for 

rebuttal.

THE COURT: Okay. Thank you. Go ahead, then. I'm 

ready and would like to hear from you.

MR. MARKELL: Wait. I have read the tentative. I 

have no point of disagreement, obviously --

THE COURT: Do you want to stay?

MR. MARKELL: I'm pleased to report that it will help 

me finalize at least five settlements I've already reached 

through various professional, with the respect to the first 

interim fee application. These settlements involve reductions 

of over eight-hundred thousand dollars in claim fees and 

expenses, exclusive and separate from any additional reductions 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 7 of

220
8

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

to claim nonworking travel. And each of these settlements the 

professionals and I have reserved as a right to increase the 

reductions by amounts required by today's ruling, so the 

800,000 dollar figure will increase and increase significantly.

I agree with -- as I said before, agree with all 

matters with respect to the tentative, although I will note the 

tentative did not directly address the estoppel issue with 

respect to duplication of effort, and we have nothing --

THE COURT: No. Well, I want --

MR. MARKELL: -- to add to our motion at this point --

THE COURT: Professor, I want to explain this to you, 

and also everyone else. For reasons that I won't go into, 

suddenly my time allocations go squished for today, and so I 

didn't take -- I wasn't able to take the time that I wanted to 

to address some other issues. And that's why in my docket text 

I just picked what I thought were the big ticket items. 

Perhaps, after you make your opening comments, I can hear 

from -- well, hear with U.S. Trustee and certainly hear what 

the other side says about the main issues, and I'll at least 

identify the other points that you have. 

So you're not excluded from talking about them. It's 

just that this is what I had to do. I might have set aside a 

lot more time, if we weren't pressed for time on other matters.

MR. MARKELL: I appreciate it, Your Honor.

I just want to say with respect to the reasonable

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 8 of

220
9

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

effort that that in one sense goes hand in hand with the 

scheduling notion that we had in terms of the ability to kind 

of compare across professional efforts during the same time 

that they're energies with respect to the case.

Okay. Again, finally both the United Stated Trustee 

and varying professionals have requested additional rulings, as 

you know, and additional points to the protocol. Because the 

Court didn't permit us to permit a reply today, I did not 

answer those. I'm certainly willing to speak in rebuttal on 

those to the extent that you wish, but many of the issues that 

have been raised by the U.S.D. and the professionals have been 

the subject of negotiations with all professionals. But since 

I conduct those under Federal Rule of Evidence 408, I'm

precluded at this point from going into any details.

THE COURT: No, that's fine.

MR. MARKELL: If it's --

THE COURT: That's fine.

MR. MARKELL: Yeah.

THE COURT: What about have you had any follow-up with 

I guess Mr. Zumbro -- he seems to have taken the lead -- about 

the protocol, and is there hope that maybe there could be an 

agreement on the remaining issues on the protocol?

MR. MARKELL: To be realistic, no. I think we can 

come to some understanding on some of the points, but some of 

the points -- for example, I wanted to know if anybody from a 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 9 of

220
10

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

professional was certified, which is, as you know, a Provision 

Section 330. They crossed that out. And when you get to that 

level of nonunderstanding of what I'm asking for, it becomes 

very difficult to come to a conclusion. So I do not --

One of the reasons we had proceeded in the way in 

which proceeded is that, based on some calls -- or at least one 

call that we had and responses I have gotten, I did not think 

that the time that would be necessary to come to closure on all 

points would be done in time for us to kind of engage in the 

negotiations with the fees that were ongoing. If the Court 

wishes us to try that, obviously we will do that. But at this 

point, most of the points and the issues I think are understood 

by the parties, and as I have tried to say the provisions in 

the protocol are, for the most part, not -- I mean, they're 

opening negotiating positions, if you will. They're positions 

that I have and what I believe, and in short you would believe,

are reasonable compensations for Section 330. But as indicated 

by the five settlements, I'm willing to listen to what people 

have to say.

Based on that, unless you have any other questions, I 

will yield to the United States Trustee.

THE COURT: Well, I'll just make a comment, and again, 

further to my own personal discomfort with the way the timing 

had to be allowed today, and I know there are capable lawyers 

in this case on all issues that love to file further briefs. I 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 10

of 220
11

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

can only absorb so much, and that's why I didn't want any 

further briefs. My thinking is, however, after I listen to all 

the counsel this morning is to take the matter under advisement 

rather than make a ruling and ask for a few days maybe for you 

either to respond in writing to what the other side said, or 

make one more pass at seeing if you can reach an accommodation 

with the professionals who are there. Again, we're going to --

Mr. Zumbro will call on the liaison. I don't care if you deal 

with other counsel, but my point is that I was going to give 

you a period of time to do that, and then take the matter under 

advisement. 

Let me hear close on that issue at the end of the 

hearing, and I'll wait and see what the professionals want to 

say about that.

So maybe I'll turn to the U.S. Trustee then at this 

point.

MR. MARKELL: Okay. Thank you, Your Honor.

THE COURT: Okay. Mr. Laffredi?

MR. LAFFREDI: Thank you, Your Honor. Tim Laffredi 

for the U.S. Trustee. 

We only have about five minutes. We leave the other 

remaining three minutes for TURN, but we wanted to first 

express our support for the Court's tentative ruling. Second, 

we wanted to really go into the four recommendations that made 

in the response to the fee examiner's motion. As the Court 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 11

of 220
12

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

saw --

THE COURT: But some of your responses are very 

thorough. It's very specific. It's not a general protocol 

type stuff, and so I presume your view as to particular lawyers 

or particular time entries that would be picked up later in the 

subsequent time, right?

MR. LAFFREDI: Exactly. And we would --

THE COURT: Okay.

MR. LAFFREDI: -- address each specific issue with 

that particular law firm or --

THE COURT: Right.

MR. LAFFREDI: -- firm.

The four recommendations really were first. After the 

U.S. Trustee did its own review of the fee applications, we 

noted, as the Court saw, several issues that did kind of span 

the spectrum of all the fee applications. And so the four 

recommendations really were designed to make it easier and more 

transparent and more predictable for the fee examining process.

The first recommendation was that, with regard to 

hearing, meeting overstaffing, and overly high billable hours 

for particular timekeepers, we would recommend that -- for 

example, if more than four professionals were attending any 

particular hearing or conference, or if any particular 

timekeeper was billing more than twelve billable hours per day, 

the firm should be required to provide justification and to 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 12

of 220
13

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

specifically identify those instances, so that's it not really 

a needle in the haystack --

THE COURT: Well, that's consistent with our --

MR. LAFFREDI: Exactly.

THE COURT: -- long-standing guidelines, isn't it?

MR. LAFFREDI: Exactly, yes. Guidelines 15 and 16, 

which it doesn't look like any of the professionals adhere to, 

already require this.

Second, the recommendation with regard to overtime 

meals, overtime transportation, travel lunches, working meals, 

those are also already addressed in the local guidelines. 

Guidelines 22, 38, 39 would disallow those expenses, and so 

really we would just ask that the order incorporate those 

guidelines.

The third recommendation is with regard to attorneys 

who have not been admitted to the bar but are charging full 

attorney rates. We would recommend that those preadmitted 

attorneys charge rates that would be the average for a 

nonattorney professionals at their firm.

THE COURT: And I can tell the professionals that, as 

far as I'm concerned, that's a nonstarter at this point. 

You're either admitted, or you aren't. And it's a slippery 

slope, and I don't mean to single out any particular law firm 

or any particular bar graduate who hasn't been admitted. It 

just is a guideline that has to be the rule in my opinion. 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 13

of 220
14

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

So --

MR. LAFFREDI: Thank you, Your Honor.

THE COURT: -- if they really want to hang on that and 

make any further argument, I'll listen, but that to me is not 

even worth debating.

MR. LAFFREDI: Thank you, Your Honor.

And finally, the recommendation with regard to blended 

rates, if the blended rates for this particular case deviate 

from blended rates of nonbankruptcy cases more than ten 

percent, we would just ask that the firms be required to 

provide an explanation and justification for that deviance, so 

that the fee examiner and the --

THE COURT: Well, don't refresh my memory of our own 

guidelines and the national rules. Normally, a lawyer on an 

application -- on a fee application is supposed to disclose 

that the rates charged are not higher than other normal rates, 

and that would I think include standard discounted rates. No, 

or not? Maybe it doesn't say --

MR. LAFFREDI: Well, Section 330 actually explicitly 

includes the comparison to nonbankruptcy rate, so yes, there 

must be a discussion about --

THE COURT: Well, that if a law firm that has a varied 

practice, as many of the firms do here, if they have 

arrangements with certain significant clients and have a 

discount against whatever --

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 14

of 220
15

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. LAFFREDI: Right.

THE COURT: -- the going rate is, I believe our rules 

require some disclosure of that.

MR. LAFFREDI: I believe that as well.

THE COURT: Isn't that right? So what's your view on 

that?

MR. LAFFREDI: Our recommendation is that of course 

that would be included, but we're sort of setting a ten 

percent -- that ten percent number, we're not wedded to that 

particular number. But based on the charged that we included 

and based on our review of the fee applications, a lot of them 

are way over that. And so when there is that deviance from 

what nonbankruptcy charges or fees would be, we would just ask 

that that be justified.

THE COURT: So this is something that maybe Prof. 

Markell should answer, but I want your view also. I'm a little 

confused about where things stand in the protocol about time 

correcting erroneous entries. To me, if there's an erroneous 

entry, it should be corrected at no charge. What, in your 

view, can -- are you suggesting that if the lawyer or the firm 

writes off an erroneous entry they can still charge the 

corrected entry?

MR. LAFFREDI: I would defer to Prof. Markell on this, 

but I would think they should not be able to charge for 

correcting the originally erroneous entry.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 15

of 220
16

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

THE COURT: Well, but if they made a correct entry to 

begin with presumably, it would be billable.

MR. LAFFREDI: Right.

THE COURT: So I guess -- I mean, I'm not trying to 

punish them. I think the lawyers are well served by persuading 

the judge how generous they are by voluntary write-offs.

MR. LAFFREDI: Right.

THE COURT: And I always think it's a good practice to 

hand a judge a fee app that shows some write-offs.

MR. LAFFREDI: Right. Exactly.

THE COURT: Because it --

MR. LAFFREDI: No charge, right.

THE COURT: Well, it makes the judge think that he or 

she isn't the first one reviewing --

MR. LAFFREDI: Exactly.

THE COURT: -- the entries.

MR. LAFFREDI: Right. And that's another point, Your 

Honor. We also wanted to reiterate to the Court, that the U.S. 

Trustee has its independent duty to do the review of the fee 

application, so we would be coordinating with the fee examiner 

Prof. Markell and making sure that we're not duplicating any 

efforts, but we do take our 330 review and 331 review very 

seriously.

THE COURT: Okay.

MR. LAFFREDI: So with that, Your Honor, we would 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 16

of 220
17

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

request that the Court enter an order on the fee examiner's 

motion consistent with the tentative ruling --

THE COURT: Would you --

MR. LAFFREDI: -- and include these additional --

THE COURT: Would you want any further time to respond 

at all to what was submitted, because --

MR. LAFFREDI: I think we would concede to the fee 

examiner, with regard to any of the rebuttal.

THE COURT: No, I don't mean on rebuttal. I mean --

MR. LAFFREDI: Oh.

THE COURT: -- because I didn't allow further 

filings --

MR. LAFFREDI: Oh.

THE COURT: -- and you were given a very comprehensive 

response, as was the examiner, do you want a further time to 

file anything more on the point, more in the nature of a reply?

MR. LAFFREDI: The professionals didn't really address 

the specific concerns that we raised, and they said that 

several times. So I'm not sure if the Court is intending to 

give them additional opportunity --

THE COURT: No.

MR. LAFFREDI: Okay.

THE COURT: No, I wasn't. I mean, no, I wasn't 

intending to do that, but we'd have never-ending briefs and 

briefs and briefs --

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 17

of 220
18

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. LAFFREDI: Right.

THE COURT: -- of replies.

MR. LAFFREDI: I don't think, then, we need any 

further --

THE COURT: Okay.

MR. LAFFREDI: -- briefing on that, Your Honor. Thank 

you.

THE COURT: All right. Well, so Prof. Markell, you 

said that --

Oh, wait. You said that or one of you said that TURN 

wants to be heard.

Mr. Harris, are you there? You want to be heard?

MR. HARRIS: Briefly, Your Honor. I'll cede the 

balance of my time to Prof. Markell as well.

Your Honor --

THE COURT: It's like we're in Congress here with 

people ceding their time. What a thought.

MR. HARRIS: Your Honor, Robert Harris with Binder & 

Malter appearing for TURN.

PG&E, one, resulted in costs of over fifteen-hundred 

dollars per rate payer, to the rate payers of this state, and 

this case promises to do something potentially similar, subject 

of course to the rate requirement of neutrality on average. 

These are --

THE COURT: But that's the CPUC? I mean, the cost of 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 18

of 220
19

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

the Chapter 11 isn't going to be eaten by the equity, is it? 

Isn't that a legitimate expense that the CPUC will take into 

account?

MR. HARRIS: Well, yes, Your Honor. But again, given 

that these fees are added on to end of the bankruptcy rates, 

will we predict increase? And to the extent that costs are a 

part of it, we have a duty to require and request that this 

Court ensure reasonableness. 

We support what the fee examiner is doing. We support 

Your Honor's tentative ruling. I just want to say that this 

room is filled with wonderful professionals. But they came to 

this district knowing what the rules are, and they didn't ask 

for employment conditional upon getting an --

THE COURT: But they had --

MR. HARRIS: -- exemption from those rules.

THE COURT: But no one, to my knowledge, has 

questioned the rates -- the rates generally. I mean, we can 

talk about can you bill while you're on the airplane, and 

that's a -- I mean, by itself, that's perhaps a seven-figure 

number. But in the grand order of things, it's a very small 

percentage of the total cost, right?

MR. HARRIS: Yeah.

THE COURT: So if the total billed rates are an 

enormous amount, which they will be, that's something that -- I 

can't control that.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 19

of 220
20

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. HARRIS: I was referring to professional fee 

totals and rates, in terms of what --

THE COURT: Right.

MR. HARRIS: -- rates will pay in the future, Your 

Honor.

THE COURT: Okay. But --

MR. HARRIS: So --

THE COURT: -- my point is if I simply tell the 

attorneys that all of your suggestions are horrible, I'm 

throwing them all out, and I adopt everything that the U.S. 

Trustee and Prof. Markell and TURN advocated, it's still a very 

relatively small percentage of the total professional costs of 

this bankruptcy, right?

MR. HARRIS: That is absolutely true, Your Honor, but 

whatever we can do to limit that cost is what TURN supports.

THE COURT: Okay.

MR. HARRIS: That's all I have, Your Honor. Thank 

you.

THE COURT: Okay. Thank you.

All right. I'll assume that the examiner is going to 

reserve about ten minutes.

And Mr. Zumbro, are you going to be the --

MR. MARKELL: Thank you.

THE COURT: You're here to take the heat here? Right? 

Good morning.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 20

of 220
21

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. ZUMBRO: Good morning, Your Honor. Paul Zumbro 

from Cravath, Swaine & Moore.

THE COURT: I have one very preliminary question. I 

should know the answer to this, but am I correct that, whether 

it's your firm or the Weil firm or any other firm, all the 

professional time being spent either in Tubbs Fire litigation 

or in Judge Donato's court or in this court or in the FERC 

litigation or in the CPUC, OAI, it's all being billed through 

the bankruptcy court, right?

MR. ZUMBRO: That's correct, sir. That was one of the 

points I wanted to raise. I mean, the professionals obviously 

are sensitive to the fact that they are significant fees being 

generated in these cases. I think it's important not only for 

the Court to understand that but for the public to understand 

that there are a lot of things going on in this case. It's not 

only the bankruptcy matters before Your Honor. There's the 

criminal investigations --

THE COURT: I counted the number of judges who were 

involved last week.

MR. ZUMBRO: Correct. It's three, Judge --

THE COURT: And I've got four --

MR. ZUMBRO: Three or four judges.

THE COURT: -- three in this building.

MR. ZUMBRO: That's correct.

THE COURT: Okay.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 21

of 220
22

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. ZUMBRO: So the criminal investigations, the Tubbs 

fire that's set for trial at the State court --

THE COURT: Right.

MR. ZUMBRO: -- the ongoing worker relate to the 

matters before Judge Alsup, the regulatory investigations with 

the CPUC, and of course the wildfire claims estimation 

proceedings --

THE COURT: Right.

MR. ZUMBRO: -- before Judge Donato.

THE COURT: But it's all being billed through the 330 

and the procedures that we're talking about, right?

MR. ZUMBRO: That is correct.

THE COURT: Okay. No, but I mean if there may be 

special counsel billing for other things that are on a 

contingency or on some other arrangement, but you've confirmed 

it. That's what I thought, but I wanted to make sure.

MR. ZUMBRO: Yeah, no, we appreciate you clarifying 

that. That was one of the points that I wanted to make sure 

that you and the public were aware of.

I will say, before procedurally, I'll do the argument 

today, but Ms. Green on behalf of the TCC and Mr. Bray on 

behalf of the UCC have each requested five minutes.

THE COURT: Sure.

MR. ZUMBRO: I don't expect to take my full ten 

minutes, but I just wanted the Court to be aware of that.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 22

of 220
23

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

We do, of course, understand the Court's tentative 

rulings, and I won't have too much to say about those, other 

than on two points which I would like to raise with the Court. 

The two-hour rule and time spent on preparing fee applications, 

which the second of those I don't believe Your Honor addressed 

in the tentative rulings and for which we are going to just 

request that the Court follow the applicable Northern District 

of California guidance.

THE COURT: Well, I pointed out simply the distinction 

that seems to have been blurred between retention applications

and fee applications.

MR. ZUMBRO: Correct.

THE COURT: In the latter, the case law and 

(indiscernible) and the Dincirca cases that are very favorable 

to professionals are all on fee applications, right?

MR. ZUMBRO: Correct.

THE COURT: So what are you referring to beyond that?

MR. ZUMBRO: Well, all I'm referring to is I think the 

fee examiner had proposed a forty-hour cap for retention 

applications, and then there was some confusion where there was 

some reference to conflict strikes. We understand the 

conflicts generally aren't compensable. We understand that, 

and we also understand the fee applications and retention

applications are different --

THE COURT: Right.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 23

of 220
24

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. ZUMBRO: -- and that there's an ongoing 

requirement for 2014 disclosures. We understand all that. 

Fundamentally what we're proposing, rather than the 

twenty-hour a month limit on fee apps and the forty-hour limit 

on the retention apps, what we're proposing, Your Honor, is so 

that we follow the Northern District of California guideline on 

this point, which is Guideline Number 6 which has a cap of five 

percent.

THE COURT: The five percent cap.

MR. ZUMBRO: Yes, sir. And we understand that that's 

not a presumptive rate --

THE COURT: No, well, I -- silly me to say it in this 

case, but it's a very punitive percentage in very small cases.

MR. ZUMBRO: I understand, and some of the counsel who 

are billing various small amounts in the case have requested 

that they have the option of filing either the twenty-hour rule 

or the five-percent rule. We thinks that's a -- the fivepercent rule, we're nowhere near that. Speaking for ourselves, 

we're much closer to one percent than five percent.

THE COURT: Well, that proves my point in the bigger 

case.

MR. ZUMBRO: In a big case. But we do think it's 

appropriate, Your Honor -- 330 is it (a)(6) of the code 

specifically contemplates that fee apps are compensable and 

it's supposed to be tied --

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 24

of 220
25

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

THE COURT: Well, this is why I need to pin you down 

and get retention applications, not fee applications. So your 

firm, prominent firm, national reputation; tomorrow you go back 

to your office and suddenly somebody calls to your attention, 

hey, we've taken on a new client. That doesn't disqualify us, 

but we have to make a disclosure. So you amend your 2014(b) 

statement, or whatever the number is. I get my numbers mixed 

up. Yeah, 2014(a), do you get to bill for that? I mean --

MR. ZUMBRO: I don't really talk about --

THE COURT: -- I think I know the answer.

MR. ZUMBRO: We were really focused, and I think the 

Milbank Firm on (indiscernible) DCC was really focused on the 

initial retention application, and there was I think are 215-

page conflicts with us and ten-thousand people. 

All I'm proposing, no, going forward I don't think 

that has to be billable. All I'm saying is that for the 

initial retention application, which hopefully will be behind 

us soon, the cap should be five percent coupled with the amount 

of fee applications and interim fee applications in the same 

period. That's all we're proposing, one cap. 

I don't think the Northern District Guideline -- it 

only really relates to fee applications, monthly and --

THE COURT: Well, no, that's true, and again I've been 

around long enough. I was here when not actually when those 

compensation guidelines were first created, but nobody -- we 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 25

of 220
26

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

didn't focus on all the 2014 type stuff that the case law's 

come out with. And again, I'm sure you and all the bankruptcy 

professionals know the bad news, if you don't comply and you 

get your fees cut in half or reduced by an appellate court.

MR. ZUMBRO: And let me understand --

THE COURT: But I don't think it was on the table when 

we discussed those.

MR. ZUMBRO: I understand, and I'm fine to stipulate 

that we're not going to continue to bill the estate for ongoing 

conflicts, Judge. That's not what I'm trying to say. I'm just 

saying for the initial fee application -- I'm sorry. The 

initial retention application I just don't want it to unduly 

capped by the amount that the professor is requesting.

THE COURT: But are you --

MR. ZUMBRO: We think that that's not appropriate.

THE COURT: Are you saying that the professionals that 

think they're willing to go back to the five percent, even for 

the retention?

MR. ZUMBRO: Correct. One fee or five percent that 

covers both retention application and the relevant periods 

monthly and intern fee statements.

THE COURT: Okay.

MR. ZUMBRO: So just apply the Northern District Rule 

6 to everything.

THE COURT: All right.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 26

of 220
27

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. ZUMBRO: And then the other point that I just 

wanted to address, Your Honor, we understand the Court's 

default two-hour rule, but we would respectfully ask the Court 

to reconsider the fifty percent discount approach proposed by 

the professionals in light of the nature of this case and 

Guideline 17 of the Northern District Guidelines. We recognize 

that that guideline states that airplane travel time is 

generally not compensable, but it does go on to explain that if

a significant airplane travel time is expected in the case, 

specific guidelines should be obtained for that case. And, 

Your Honor, that that is this case definitely --

THE COURT: I think what you're saying is please make 

it, if not retroactive, at least make it prospective now as 

anticipated.

MR. ZUMBRO: We would ask that applied throughout the 

case --

THE COURT: No, I know you do. I know you do, but 

remember that those guidelines, the district-wide guidelines, 

were in place forever. It was in the early months after 911, 

after --

MR. ZUMBRO: Okay.

THE COURT: -- the first PG&E case that I added the 

five -- I mean the two hours --

MR. ZUMBRO: Oh.

THE COURT: -- to what we'll call my local guidelines.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 27

of 220
28

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. ZUMBRO: I understand. I wasn't aware of that 

history, Your Honor, but I --

THE COURT: Well, I looked at it. All you had to do 

was try to fly from here to Los Angeles, and it --

MR. ZUMBRO: Right.

THE COURT: -- would take longer to go through 

security than it would to be on the plane.

MR. ZUMBRO: Right.

THE COURT: And so --

MR. ZUMBRO: We understand. And look, I know, Your 

Honor, we would like to point out, and I know it's not 

controlling on Your Honor, but that is the approach that's 

taken in a lot of large Chapter 11 cases --

THE COURT: Right, and I'm aware of that.

MR. ZUMBRO: -- in other districts, Texas and 

Delaware. And that's our request, that we respectfully ask 

that you consider the fifty percent approach --

THE COURT: Well, if you did it disrespectfully, I 

probably wouldn't -- I'd probably have a different response, 

but that's what you're asking that I do.

MR. ZUMBRO: Would disrespect cause a better outcome, 

or --

THE COURT: I don't know. Maybe so.

MR. ZUMBRO: On redactions, Your Honor, we take your 

point, and we accept that Guideline 13 should be the governing 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 28

of 220
29

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

principle, so I don't think there's any issue there.

THE COURT: Yeah, well, I understand that there may be 

redactions already, and I'm willing to give people some leeway 

to correct it, and not to get punished. But again, I want to 

just make sure you're clear -- because you're an experienced 

lawyer, a lot of the lawyers here are very experienced -- when 

you write down a time entry and you follow the standard whowhat-where-when, you don't have to act like somebody on CNN at 

night that's telling about all the secret texts that have come 

out and all this law -- be good judgement on what you put on 

the time entry.

MR. ZUMBRO: We understand, Your Honor. Like a lot of 

these things, there's a little bit of a tension between what 

you just described and the fee examiner wanting sort of very 

descriptive entries, and vague entries are sort of assumed to 

be uncomped, that's the tension. We're happy to follow --

THE COURT: It's the tension and particularly perhaps 

lawyers who are newer in the practice and not as experienced 

might feel obliged to tell the whole story. But I can tell you 

more than once on occasion an indiscrete fee entry and a time 

entry has led to some adverse consequences, having nothing to 

do with fees being disallowed, but rather disclosing things 

that shouldn't have been disclosed.

MR. ZUMBRO: Correct.

THE COURT: And I'm like, why did anybody do that? 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 29

of 220
30

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

But we don't call for that.

MR. ZUMBRO: No, we --

THE COURT: That's not the rule.

MR. ZUMBRO: We appreciate the Court's guidance on 

that point.

On the hearing schedule, we understand, and we accept 

the Court's rule on the omnibus hearings for all professionals 

will be held on the four-month intervals.

THE COURT: See, I'm of the optimistic that they will 

be hearings that will take no time, because it will all be 

taken care of. That's why we have the fee examiner. That's 

why we have the process of meet and confer, and obviously, if 

there are still objections. We'll hear them. And hear them on 

time made available for that subject without conflicts on other 

matters.

MR. ZUMBRO: Correct, and we understood your ruling to 

say that the eighty percent rule would still apply in the 

meantime. 

The one point of difference, I do think and it sounds 

like Your Honor alluded to it. There was some confusion in the 

motion, but our position is any issue that's not raised at one 

of these interim fee app hearings should be raised again only 

in the final fee app, so we're not relitigating interim fee 

application issues over --

THE COURT: Mr. Zumbro, would you tell me when the 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 30

of 220
31

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

final hearing is going to happen?

MR. ZUMBRO: We're hoping --

THE COURT: You know that we haven't had a final 

hearing in PG&E 1 yet? Are you around to help me review the 

fees or will you be retired for several years?

MR. ZUMBRO: Those are two -- you've gotten me on two 

historical items. I was not aware of that either. I did -- I 

do know that the PG&E 1 case is still open.

THE COURT: Well, that's -- well, I mean, the point is 

though functionally the fee apps are behind us, of course, but 

what I'm getting at is that this notion of finality is -- you 

know, it's a -- it's a dangerous thing. I do understand that 

it might well be here if we get to a confirmed plan. That 

that's the time to recognize that the Court's jurisdiction and 

oversight should be curtailed as they are in most cases. And 

none of the fees are being reviewed in PG&E 1 

post-confirmation, but the point is it's not a final hearing in 

a technical sense.

MR. ZUMBRO: We understand. We were just -- there was 

some language in the motion that suggested the fee examiner 

would have sort of a unilateral right to set hearings, which we 

would think should be the Court doing that. And that we also 

just wanted to make it clear that we understand and accept his 

position that he needs to have sort of all of the applications 

in front of him to adequately review them, but we just don't 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 31

of 220
32

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

want there to be, kind of, in seriatim disputes on interim fee 

applications to the extent we can avoid.

THE COURT: Well, I mean, seriously, I -- no matter 

what happens on the other motion on calendar today or what 

happens in other courts or in other administrative proceedings, 

I hope we'll get to a confirmed plan in the reasonable near 

future. And it may well be that for these purposes, that's the 

finality in terms of -- and what is the role of the Court, and 

the committees, and the U.S. Trustee and stuff.

MR. ZUMBRO: Understood.

THE COURT: Going forward we're all on the same page 

about that.

MR. ZUMBRO: Yes, sir. Thank you.

THE COURT: Okay.

MR. ZUMBRO: So I think those are the only specific 

issues that we're raising --

THE COURT: Well, there seemed to be --

MR. ZUMBRO: -- the fee examiner motions.

THE COURT: -- there seemed to be a willingness or 

unwillingness on the part of some of the professionals to ex --

to disclose budgets. In other words, if there's a budget that 

has been prepared, either at the request of the client, or 

voluntarily, or the Court, which I don't think I've done, why 

shouldn't there be some acknowledgment by the professional: 

I'm under budget or I'm over budget or here's what the budget 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 32

of 220
33

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

was? 

MR. ZUMBRO: I didn't realize that was an issue for 

today. Yes. We're happy to do -- the U.S. Trustee's 

guidelines, I believe, require that to be done. And we've done 

that in ours. And I believe Weil had done it in his.

THE COURT: Well, when I went through Mr. -- Prof. 

Markell's protocols and his response -- or maybe it was the 

U.S. Trustee, I've forgotten a little bit. I've read them 

both, but I thought there was a resistance on the part of the 

professionals to have to provide budget information in their 

applications. And my point is that if you have them and 

they're already in existence, then it seems to me you should do 

it, but -- and again, is it a sore point or?

MR. ZUMBRO: No. I don't think it's a sore point. I 

thing that it was just a lot of -- a lot of things in the 

protocol were written in ways that were slightly inconsistent 

with practice or the guidelines. For example, the guideline 

requires the budget to be filed with your interim fee 

application. All we were saying is if -- we'd like to follow 

that proposal, but I don't think there's any -- there's no 

issue there between us and the professor.

THE COURT: Okay.

MR. ZUMBRO: I would like to point out -- well, I 

guess one point on the U.S. Trustee. We didn't really respond 

to their points because it was not their motion and they were 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 33

of 220
34

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

raising new substantive points in a -- in a response. We'll 

work out any issues we have with them, I think, in the ordinary 

course. The one point, I guess, Your Honor, had picked up on 

today, I just wanted to make sure that the record was clear. 

We take your point that you view it as a bright-line rule, but 

I also just -- we have looked at this very carefully and under 

the rules of professional responsibility we're confident that 

everything we've done on the unadmitted first year is as 

perfectly appropriate under both New York and California law.

THE COURT: I don't -- I don't question that. The

question is bright line in terms of if you're not admitted as 

an attorney before the Court, you shouldn't be billing as an 

attorney before the Court. That's all.

MR. ZUMBRO: We understand that that's different in 

practices, but we understand Your Honor's position. I don't 

think it's zero, though, as Mr. -- as the fee examiner had 

proposed. And I just didn't want to go on the record --

THE COURT: No. I don't -- I don't disagree.

MR. ZUMBRO: -- because the U.S. Trustee in its papers 

had implied that there was some unauthorized practice of law. 

We felt that was important to address. 

And then, finally, Your Honor --

THE COURT: Well, Mr. Zumbro, let's not kid ourselves, 

the brightest new lawyer in your firm who hasn't yet been 

admitted to the bar shouldn't be, "practicing law" in the --

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 34

of 220
35

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

before this Court.

MR. ZUMBRO: We understand.

THE COURT: That doesn't mean he or she can't do, you 

know, lots of other things that are compensable, and valuable, 

and value added.

MR. ZUMBRO: Correct. That's -- we're not saying 

anything different, Your Honor. We understand.

THE COURT: Okay.

MR. ZUMBRO: The last point I would just like to 

mention -- we do have -- they're very specific issues with the 

fee examiner and a lot of the individuals as Mr. Markell --

Prof. Markell referred to. He's in settlement discussions with 

everybody. I'm confident we're going to work those things out 

without having to get the Court involved.

But as a backdrop to those discussions, for issues 

that go beyond what we've addressed today, what Your Honor will 

enter, I would like to know for the record that the fee 

protocol is just, as I think Prof. Markell said, is just the 

fee examiner's views on certain topics. And it's not approved 

or so ordered by the Court. I don't think there's any dispute 

on that, but I wanted to make sure the record was clear that --

THE COURT: Well, I've reviewed the protocol as 

permitted -- submitted and blacklined, and had some thoughts 

about it, but this is why we're having this discussion today.

MR. ZUMBRO: Right. It's a bit --

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 35

of 220
36

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

THE COURT: And this -- that's why I want a further 

effort to see if they can come to an agreement.

MR. ZUMBRO: And we would appreciate that, Your Honor. 

We did have one call with Prof. Markell, and as he admitted in 

his papers, he effectively didn't take any of our changes so we 

would appreciate if -- if he would maybe revisit our markup and 

we could try one more time on that if that's what the Court is 

indicating we should do.

THE COURT: No harm.

MR. ZUMBRO: All right.

THE COURT: No harm in trying.

MR. ZUMBRO: Yeah. Okay.

THE COURT: Okay.

MR. ZUMBRO: Thank you very much.

THE COURT: Thank you, Mr. Zumbro. All right. 

So Ms. Green are you here and Mr. Bray? And I'm going 

to hear from those two counsel, then Mr. -- Prof. Markell for 

re -- closing comments, and then we're done for this one.

MS. GREEN: Good morning, Your Honor. Elizabeth Green 

from Baker Hostetler --

THE COURT: All right.

MS. GREEN: -- and, as you know, we represent the TCC.

THE COURT: I do.

MS. GREEN: I actually agree with most of what Mr. 

Zumbro said ex -- I wanted to make something clear for the 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 36

of 220
37

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Court though. The fee examiner has put in his guidelines that 

we should spend twenty hours a month preparing fee 

applications. And that a firm should be able to do that in 

that period of time.

As to the TCC, we have forty-six TAS codes. And they 

include all of those things that you talked about earlier with 

Mr. Zumbro -- the Tubbs litigation, the estimation proceedings, 

the CPUC proceedings -- and in doing that, we are required, of 

course, to describe what it is that we're doing in the fee 

application. And twenty hours a month is really untenable to 

be able be able to do that. I -- as long as we are going to go 

with guideline 6, the TCC is fine with that.

THE COURT: With the five percent?

MS. GREEN: The five percent. That will work, but in 

terms of trying to comply with all of the descriptive 

requirements, and also with the suggestions of the U.S. 

Trustee, it's going to be a lot more difficult to be able to do 

that in a twenty-hour period of time. And as you know, the 

Ninth Circuit BAP and the Ninth Circuit itself, and Baker Botts 

allows for expenses related to the preparation of fee 

applications.

And of course, that's benefit to the estate for 

everybody to know what it is the professionals are doing and to 

support their applications. And so as long as we're with 

guideline 6, we're fine with that.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 37

of 220
38

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

THE COURT: Okay.

MS. GREEN: Okay. Thank you.

THE COURT: Thank you, Ms. Green.

Mr. Bray, are you up for the OCC?

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

Milbank, counsel for the creditors committee. I don't really 

have much to add other than just, when I heard the U.S. Trustee 

say, and I think I've got right, is that they want us to comply 

with the applicable local guidelines and the U.S. Trustee 

guidelines, which we have every intention of doing unless 

circumstances suggest otherwise, and you give us an exception.

And -- but both the fee examiner and the U.S. Trustee, 

there's a lot of ink spilled in there and it's very dense about 

exactly what it is we're supposed to be doing, but as long as 

it's understood what we're supposed to do, what the 

well-established case law says, what the local guidelines say, 

and what the U.S. Trustee guidelines say, I think -- I think 

we're all in agreement.

I'm a little concerned that we're going to get into a 

level of nuance and substance that -- I think Ms. Green 

articulated it too, that attempts to say you can bill X number 

of hours for X particular task, and this and that. And unless 

those are within the already established guidelines, or the 

Court for some reason, is inclined to layer on additional 

guidelines here, we would hope that what comes out of this is 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 38

of 220
39

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

that we follow the rules that are in place --

THE COURT: Well, but some of the provisions in the 

protocol, even if they're not consensual, they may be other 

than, or in addition to either the other kind of guidelines.

MR. BRAY: I agree. And you may decide that --

THE COURT: Right.

MR. BRAY: -- some of those are appropriate. Some of 

them may not be, but I would just again, there is 

well-established case law. The Ninth Circuit all the way back 

from Nucor (ph.) going forward hasn't been very clear, in many 

of these instances about what's allowable, what's not. There's 

Supreme Court case --

THE COURT: I know.

MR. BRAY: I mean, there's a lot of law.

THE COURT: But I mean, Nucor was a blessing to --

MR. BRAY: I understand.

THE COURT: -- every lawyer in the world loved Nucor, 

right?

MR. BRAY: Well, but there -- but since then then 

there's also been, you know, the Supreme Court -- it's just 

there's a lot of law. There's local guidelines. There's U.S. 

Trustee guidelines. And just our final request is that, to the 

extent we can stay within those and those guardrails, we think 

we're all better off. To the extent the Court feels it really 

is necessary to modify those then, then that's -- of course, we 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 39

of 220
40

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

will abide by that.

THE COURT: Well, I mean, I don't recall, 

specifically. I mean, I remember the basic principal of Nucor. 

I wonder how -- I remember how it broke from the rule. The 

rule was never to appeal an adverse fee hearing, you're going 

to do worse, right? But that didn't happen in Nucor. It was 

the one time the lawyers did better.

But you know, some of the specific things that the 

U.S. Trustee's objected to was number of lawyers and the 

huge -- you know, the population, the large groups of people 

that are attending hearings when they could be on the phone. I 

mean, the case law doesn't address that. 

MR. BRAY: No --

THE COURT: And the -- but protocols, to me, are 

helpful in a case of this magnitude.

MR. BRAY: And as I said, you, Your Honor, you may 

conclude in this case that type of an embellishment is 

appropriate, but again, we're just -- our request is again, the 

extent we can stay within the existing guidelines and 

guardrails, we would request to do that. Of course, if you 

believe that's additional guidance, or you think it would be 

helpful for the process, we will of course, do that.

But it's ultimately the Court's, subject to or guided 

by the rules and --

THE COURT: By the law, maybe?

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 40

of 220
41

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. BRAY: Yeah. Guided by the law. Well said.

THE COURT: Oh, heck. I don't why I have to follow 

that.

MR. BRAY: To make the decision here. Yes. And we 

just -- we -- I've said enough.

THE COURT: I got you.

MR. BRAY: Thank you, Your Honor. 

THE COURT: All right. Professor, since I used to 

call you Judge, but now you're Professor, you have the closing 

comments. 

MR. MARKELL: Thank you, Judge Montali. You can call 

me Mr., you know, as my mother used to say, you can call me 

anything but late for dinner. 

THE COURT: I've called you other --

MR. MARKELL: Respect --

THE COURT: -- things in the past, but I'm going to --

but I'm not going to do it now.

MR. MARKELL: And I will not return the favor. So a 

lot -- a lot has been said about the protocol, and before I 

kind of get into, kind of, some of the details, I would, as you 

thought -- as you suggested earlier, like the opportunity to 

respond in writing to some of the concerns of the U.S. Trustee 

and the retained professionals. Timeline, I will leave up to 

you because I think, especially, given, kind of where I am, 

with respect to the various professionals, I would like to have 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 41

of 220
42

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

the opportunity to put that in writing in a way in which I can 

make sure that I'm honoring my confidentiality agreements with 

various people.

THE COURT: Well, I certainly want you to do that. 

And I don't want you to renege on an agreement you made. I 

mean if you -- you know, if we -- if I end up making a rule 

that is different from what you might have already reached by 

way of a compromise with a particular professional, we're not 

going to mess that up. I mean, the sanctity of that agreement 

is more important. 

MR. MARKELL: I understand that. And a lot of what 

has been talked about today actually has been rolled into some 

of the negotiation. I mean, you mentioned earlier that you 

haven't heard anybody has questioned the rates. I've not done 

that publicly. I have done that privately. We are talking 

about a wide range of things when we sit down and talk to the 

various professionals.

And in some cases, you know, the professionals have 

been very responsive and very helpful. Some cases, not so 

much. And so it's -- as with all things, it's a little bit 

unruly. I would simply say that one, with respect to the 

travel aversion, as I said earlier, I agree with your tentative 

ruling.

THE COURT: But even my tentative ruling -- my 

tentative ruling is even that, is a -- is a departure from your 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 42

of 220
43

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

recommendation, so. Right?

MR. MARKELL: Well, yes.

THE COURT: Okay. Okay. That's all right.

MR. MARKELL: I mean, my -- in many cases, my 

recommendation is such that I saw guideline 17 and I saw your 

two-hour rule. And I also saw that both of them indicated 

that, you know, courts -- excuse me, firms, if they wish to do 

so, could request difference and no one here, as was said 

before, requested anything different. Again --

THE COURT: Well, you've just heard -- but the request 

was just made from the podium, though, consistent with the --

MR. MARKELL: And I would -- and I would -- and I 

would oppose -- I mean, for example, I think is perfectly 

reasonable to have a two-hour rule, as you say. I mean, my 

role in this to be -- and you please do correct me, as you've 

done before, with respect to this. In this matter, as fee 

examiner, I am in many respects your proxy. I am trying to 

alleviate work that would come to you in terms of assessing 

whether or not the professionals have complied with Section 

330. 

And so my role in this is to -- is to expedite the 

process, as you said, hopefully to have hearings in which there 

is no hearing, that people just kind of, oh, see if there's any 

objections and we go forward. But at the same time -- and the 

protocol was based on protocols in many other cases. I 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 43

of 220
44

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

consulted with other key professionals. There are some, but 

not a lot in there, that is different than other cases. And 

unfortunately, lawyers sometimes, when given a guideline, think 

that it's an ironclad rule. And kind of the reverse of that is 

for example, the discussion with respect to fee applications 

and retention. Everyone loves the five percent cap. I'm okay 

with that, but I'd like it understood that that's a cap, and 

what may be reasonable may be much less than that.

And all I have been doing is I have been looking at 

what people have been charging is not so much, did you hit the 

five percent cap and go over it, because I don't think that's 

what that rule is intended to do. I've been looking at whether 

or not what the time in is reasonable of -- and have not taken 

the five percent as that to which they could go to without any 

other restrictions.

THE COURT: Okay. In other words, it's not 

commission. It's not a --

MR. MARKELL: Yeah.

THE COURT: -- five percent like jacked on your 

restaurant bill, right?

MR. MARKELL: Right?

THE COURT: There were six people at your table, so 

we're adding --

MR. MARKELL: That's --

THE COURT: -- twenty percent. Right?

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 44

of 220
45

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. MARKELL: Right, it's not service. Yes. And in 

fact -- and I think Mr. Zumbro got it -- got close to the mark. 

The protocol is a series of my understanding of what reasonable 

compensation is under Section 330(a)(1). I am not doctrinaire 

on that. I mean, you know, the context is most times

everything. And I've certainly been, in my negotiations, I 

think, willing to listen to different concerns with respect to 

some of them, but on many of these aspects, again -- let's take 

redactions. I have not said, and do not say that if any part 

of a time entry is redacted, it's not allowed. What I have 

said, is I can't review what I don't know. And unless there's 

enough information to assess it, I would have to say it's not 

permissible. 

I've also given the professionals some guidance about 

how to get around that. Give the information so that they 

protect their privilege, which I understand they should. But 

at the same time, there are situations and times under which 

you could take a look a time entry and you can't figure out 

what's going on or it's too vague. You know, our job is to --

is to object. 

So I'm more than -- I'm willing to enter into other 

discussions with respect to the protocol. I will tell you that 

the one call that we had on this, which occurred in June, was 

not very productive and not very helpful. I would hopefully 

have another attempt at it, but I think some of the things that 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 45

of 220
46

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

have been requested, I think, maybe they're negotiating in a 

way in which people might think I'm negotiating, which is start 

high and then hope for something in the middle. 

If that's the case, presumably we could come up with 

something, but I think -- and I guess my concluding comment 

would be I would separate out reaching agreement on a protocol 

from any order that would come out of this hearing because I'm 

not exactly sure their necessarily tied to one another. And 

indeed, I think the professionals need some direction with 

respect to the issues that I have raised in the motion.

THE COURT: Okay. Well --

MR. MARKELL: With that, unless you have any quick 

questions.

THE COURT: Well, I have a -- I have a comment and a 

question. My comment is you made the observation that, to some 

extent, you're a proxy for the Court and I guess I agree with 

you, in part, because you're getting -- you have to put in a 

lot of effort to do something. I simply don't have the time or 

the ability to do what you and your software provider can do 

for you.

But to some extent you're not a proxy because I am not 

a trial judge who can take off my robe and sit down at the 

table with litigants and mediate at the same time, at least in 

this case. I can mediate in some other case, but to the extent 

that --

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 46

of 220
47

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. MARKELL: Right.

THE COURT: -- but to the extent that you play a 

mediator role, such as, perhaps, you've done with the firms 

that you've reached a tentative understanding, then I think 

that's a very important act. And I think for the same reason, 

this isn't the hearing in June, the meeting in June. This is 

the first time we've had a hearing of this nature. I've gotten 

such --

There's been a lot of attention from a lot of highly 

experienced professionals, and I, for one, have taken at least 

a little bit of time to lay out my thinking on some of the big 

ticket items; some of the smaller items I've -- almost every 

one of them -- we've already covered, just in the course of 

this colloquy. About the only one that's on my list as sort of 

the -- not as big is the question of whether any of the 

professionals should be recording or reporting time spent on 

other matters. And I think I agree with them. I believe 

that's your protocol provision 5.1.2, that -- and I don't think 

it's appropriate for Lawyer X to say, by the way I spent 

fifteen hours or twenty hours or twenty minutes on a matter for 

another client that's unrelated to PG&E. So that, I come out 

on their side on that one.

So here's what I'm going to do. I -- I mean, I do one 

thing that's a bit unusual --

MR. MARKELL: Yeah, can I -- can I speak to that just 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 47

of 220
48

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

for one second --

THE COURT: Yes.

MR. MARKELL: -- Judge Montali?

THE COURT: Yes sir.

MR. MARKELL: Real briefly on that. My concern is 

that I don't want to know specifically. I want to know in the 

aggregate. Because one of the concerns that I have, and it 

comes in the twelve-hour billing, and it comes in other things, 

that many times professionals are, if you will, overworked. 

And when they're overworked, if you accept that, then I'm not 

sure they're worth their hourly rate. And I had asked that in 

5.1.2, to get a better sense of how -- I mean, someone may work 

two hundred hours a month on PG&E, and that's fine, but if 

they're working two hundred hours on another case, then I want 

to know a little bit more about whether or not what they have 

billed is reasonable. 

THE COURT: They may --

MR. MARKELL: But that's all.

THE COURT: They may -- they may -- they may be --

MR. MARKELL: As you point out --

THE COURT: They may be spending three hundred hours a 

month taking care of an aging parent. I don't want to go 

there. I think it's a bad --

MR. MARKELL: Fair enough.

THE COURT: -- precedent. And they're -- so you can 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 48

of 220
49

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

look at the time and -- and this gets back to the point. If 

you say, why did attorney so and so have five hours for the 

entire month; what was going on? An offline conversation with 

the professional one-on-one is how the system ought to work. I 

don't want to make it public and --

MR. MARKELL: Right.

THE COURT: -- make a big deal. 

All right, here's what I'm going to do.

MR. MARKELL: Okay. Thank you.

THE COURT: Thank you for your time.

I'm going to take the matter under advisement. I'm 

going to give Professor Markell and Mr. Zumbro -- I'm looking 

at you, but I'm -- Ms. Green, Mr. Bray, anyone else, I'm going 

to say ten days -- in the next ten days make an attempt at 

least, meet and confer by telephone or Skype or however you 

want to do it, but you don't have to -- no traveling first 

class cross-country to have a face-to-face meeting unless you 

eat the time -- ten days to see if you can come up with any 

improvements or adjustments to the protocol. And at the same 

ten-day deadline, Mr. -- Professor Markell, I'll give you no 

more than ten pages of a response, and then the matter will be 

submitted.

I'm going to make one other direction to you, Mr. 

Zumbro, and it's not something I've done before, but I'm going 

to do it anyway; I want in that -- at the end of the ten days, 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 49

of 220
50

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

after you've had a discussion from -- with Mr. Markell, 

Professor Markell, I want a statement from a senior officer, 

either the CEO or the general counsel or Mr. Wells are the 

three people that -- I want someone from the company to tell me 

what he or she -- his or her position on these matters. Not 

line by line, not you know, detailed, just a statement of what 

from the corporate -- executive office's point of view is what 

is their response and position on this kind of expense -- these 

kind of expenses being paid to the professionals. And I don't 

want it to turn into a puff piece on my lawyers are the best 

lawyers in town. I'll assume that they believe that. I just 

want to have a corporate officer tell me what he or she thinks 

about these items, such as the ones that we've been talking 

about. And I will take it into account. And with that, I'm 

going to treat this matter as submitted. 

MR. ZUMBRO: Your Honor --

THE COURT: Is there a --

MR. ZUMBRO: -- could I make one comment.

THE COURT: Yeah.

MR. ZUMBRO: We will diligently work toward some sort 

of consensus, but there are twenty-four retained professionals 

in this case.

THE COURT: I know.

MR. ZUMBRO: What I am hearing is we're going to try 

to build some consensus with the U.S. Trustee's Office, 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 50

of 220
51

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Cravath, Milbank, Baker Hostetler; that's four entities, not 

twenty-four entities.

THE COURT: Well, that's right.

MR. ZUMBRO: Okay.

THE COURT: That's right. But that doesn't mean -- I 

mean, if you file something and -- look, the matter's 

submitted. I heard from Mr. Zumbro for a group of people. I 

heard from Mr. Bray, specifically. I believe his firm was the 

only firm that filed a separate response. TURN filed a 

response, and the U.S. Trustee filed a response. So those are 

the people that thought enough to respond. 

MR. ZUMBRO: Excellent.

THE COURT: And that's what I'm going to do and take 

the matter under advisement.

MR. ZUMBRO: All right. We're front in line. Thank 

you, Your Honor.

THE COURT: All right, matter submitted -- I mean, 

along the lines we talked. 

Professor --

MR. MARKELL: Thank you.

THE COURT: -- Markell, thank you for your time. Are 

you going to stay on for the rest of the hearing?

MR. MARKELL: No, unfortunately I'm in between 

classes. I have to go teach now, so.

THE COURT: Teach well.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 51

of 220
52

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. ZUMBRO: Thank you, Your Honor.

THE COURT: Okay.

MR. MARKELL: Thank you.

THE COURT: Mr. Karotkin, are you going to give me a 

update on the other matters, our briefing matters?

MR. KAROTKIN: Yes, Your Honor. Stephen Karotkin, 

Weil, Gotshal, and Manges for the debtors. Just that, as a 

point of order, I don't know about you, but by the time you get 

to the final fee hearing in PG&E one, I will assure you that 

Mr. Kornberg and I will be retired.

THE COURT: Well, I won't be. Sorry.

MR. KAROTKIN: With respect to the scheduling, we're 

still trying to work that out. And could we put that to the 

end of the hearing?

THE COURT: Oh, sure.

MR. KAROTKIN: Okay.

THE COURT: Yeah, I mean I -- I -- yes, but what's the 

answer to the Cum -- Cum -- you know the --

MR. ZUMBRO: Cantu.

THE COURT: -- the name I'm forgetting.

MR. ZUMBRO: Cantu. 

THE COURT: Huh?

MR. ZUMBRO: Cantu.

THE COURT: The issue on the -- on the --

MR. KAROTKIN: I'll let Mr. --

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 52

of 220
53

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

THE COURT: -- brief.

MR. KAROTKIN: -- Orsini address that.

THE COURT: Yeah, Mr. Orsini. Sorry, I forgot the 

name. You know what I mean.

MR. ORSINI: Cantu, Your Honor.

THE COURT: Cantu, Cantu.

MR. ORSINI: Good morning.

THE COURT: Cantu.

MR. ORSINI: Kevin Orsini for Cravath, on behalf of 

the debtors.

THE COURT: So -- so, I mean, it seemed like it 

belonged here rather than upstairs.

MR. ORSINI: We're happy to brief it anywhere, Your 

Honor. I think our expectation was -- just going back, there 

are two different issues with respect in this combination.

THE COURT: What kind of issues?

MR. ORSINI: There's a threshold challenge which says, 

doesn't apply to us because we're in a restaurant utility. 

That applies irrespective of the fact --

THE COURT: Right.

MR. ORSINI: -- of any particular fire.

THE COURT: Now that's clear.

MR. ORSINI: That's clearly before Your Honor. The 

Cantu argument is fact specific. It will apply to some fires 

and not others.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 53

of 220
54

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

THE COURT: But they're not facts that are likely to 

be --

MR. ORSINI: But I don't believe they are facts in 

dispute, which is why we will submit a non-summary judgment.

THE COURT: Well, and -- Mr. Orsini, more 

specifically, it doesn't seem to me to implicate the personal 

injury wrongful death piece that is why --

MR. ORSINI: That is --

THE COURT: -- why you were sent upstairs. 

MR. ORSINI: That's a hundred percent correct, Your 

Honor.

THE COURT: Okay, that's all.

MR. ORSINI: Since by definition, inverse is property 

damage.

THE COURT: Yeah. So I mean if any of the personal 

injury lawyers or the TCC lawyers have a different view, maybe 

they better be heard before we end up today. But what I'll do 

is, we'll move to the exclusivity issue as Mr. Karotkin 

suggested, and by the end of the hearing, if there's an 

agreement on the timing for briefs, I'll take it.

And I'm not going to hold you to it, Mr. Karotkin. If 

there -- if it takes more time, that's okay with me. I just 

want to know what the time is, and if you guys file a 

stipulation that says you're going to brief it tomorrow and 

we're supposed to make a ruling on Thursday, that won't work.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 54

of 220
55

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. ORSINI: I'll let Mr. Karotkin propose that, Your 

Honor.

THE COURT: Yeah, okay. Okay, so Mr. Karotkin, are we 

ready to go to the exclusivity issue? Or you want -- that's 

where I think we are.

MR. KAROTKIN: Yes, sir, I believe so.

THE COURT: Okay, well, I -- I'm not going to take a 

break. Let's do it. And we have given you the time on that, 

so here we go.

MR. QURESHI: Good morning, Your Honor. For the 

record, Abid Qureshi, Akin, Gump, Strauss, Hauer, Feld on 

behalf of the Ad Hoc Noteholder Committee. Before we start the 

stopwatch, Your Honor, if I could just give you the allocation 

on our side?

THE COURT: Sure.

MR. QURESHI: So I will lead off on behalf of the 

Bondholders for approximately fourteen minutes, followed by the 

TCC for eight minutes. The TCC is going to yield some of their 

time to the Singleton Firm, followed by the UCC for eight 

minutes, and then TURN and the IBEW for a total of five 

minutes. That leaves roughly ten minutes that I would like to 

reserve for rebuttal. 

THE COURT: Okay, thank you.

MR. QURESHI: Okay. So with that, Your Honor, why 

don't I jump right in and start with the question Your Honor 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 55

of 220
56

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

posed which is what has changed? A tremendous amount has 

changed since the last hearing.

Let me start with the debtors and their equity holders 

and the plan that they have filed. Your Honor, that plan is an 

extraordinarily risky one. It is a one-way bet on the outcome 

of the TUBS trial, of the estimation proceedings, and 

resolution of the yet-to-be-filed government claims for both 

federal and state agencies. If exclusivity is maintained, Your 

Honor --

THE COURT: Well, and I have to stop you there.

MR. QURESHI: Sure.

THE COURT: If the government claims come in and I 

take the view that that gets to be treated separately, then 

it's going to be treated separately. I mean, in other words, 

if in my view it can't be estimated because of the reasons that 

we stated, then I'm not sure where we go with the PG&E plan.

MR. QURESHI: Right, well, the issue Your Honor, is 

those --

UNIDENTIFIED SPEAKER: Your Honor. I apologize. I 

don't mean to interrupt. We're having difficulty hearing you. 

Can I make a request --

THE COURT: Sorry.

UNIDENTIFIED SPEAKER: Thank you, sir.

THE COURT: I do my best, and you didn't interrupt. I 

appreciate the interruption.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 56

of 220
57

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

UNIDENTIFIED SPEAKER: Thank you.

MR. QURESHI: So Your Honor, the yet-to-be-filed 

government entity claims, FEMA, other California state 

agencies, those claims are not part of the estimation 

proceedings. Our understanding, Your Honor, is that with the 

debtor's plan, there is an aggregate cap, 18.9 billion dollars, 

on all wildfire liabilities, inclusive of those claims. And so 

the point I am making, Your Honor, is that when one takes the 

pieces that build up to that wildfire liability cap, TUBS, the 

estimation proceeding, the yet-to-be-filed claims -- Your 

Honor, this is an extraordinarily risky plan. The Creditor 

plan --

THE COURT: Well, tell me why you call it risky.

MR. QURESHI: Sure. Because of the financing, Your 

Honor. So let's review the breakdown right now of the 18.9 

billion dollars. So let's start with, Your Honor, 18.9 billion 

representing in their financing commitments, both the equity 

financing and the debt financing, a cap on wildfire liability 

claims. So what that means is, if the total wildfire 

liabilities come in above that number, there is no more 

committed financing for their plan. So what is the breakdown 

for the eighteen --

THE COURT: Well, that -- okay, let me stop there.

MR. QURESHI: Sure.

THE COURT: There's no more committed financing today, 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 57

of 220
58

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

but like any other plan, when it comes time to either disclose 

in a disclosure statement or more likely, to pre-trial or brief 

your -- how you're going to meet your confirmation standards, 

there's going to be a proof of -- by the way, here's how I'm 

going to prove feasibility. And if they can't -- if they can't 

close the loop, they will lose, but that doesn't mean the plan 

is fatally flawed at the moment.

MR. QURESHI: Your Honor, here is the issue. And this 

is why exclusivity must be terminated today, respectfully. 

Under their plan, because those financing commitments, both the 

debt and the equity, are premised upon a cap on liability, the 

first point is to understand that those financing commitments 

cannot be changed at the stroke of a pen. And the reason for 

that, Your Honor, is that the financing that the equity 

holders -- and that is who it is coming from -- the equity 

financing from the equity holders is premised upon a recovery 

on account of their existing equity. And in their plan --

THE COURT: Right.

MR. QURESHI: -- when they cap liability at 18.9 

billion dollars, that leaves approximately a seven-billiondollar recovery to the equity holders on account of their 

current equity. But Your Honor, when that liability goes up --

so in addition to the financing commitments going away 

completely -- when that liability goes up -- so let's take as 

an example, the 25.5-billion-dollar-aggregate number that is 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 58

of 220
59

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

the settlement in the Creditor plan; if we have estimation and 

the TUBS trial and the government claims get resolved, and all 

of that comes out to 25 billion dollars, the value that is 

remaining for equity on account of their current equity 

interests all but disappears. There is virtually nothing left. 

At the 25-billion-dollar level, it's a few hundred million 

dollars. So the point, Your Honor, is that the equity holders 

will have no more economic incentive at that point to put up 

more financing, in addition, to no contractual obligation on 

either the equity or the debt side to do it. And that is why, 

Your Honor, there needs to be an alternative. And the 

alternative is the Creditor plan. And the Creditor plan has a 

25.5-billion-dollar settlement?

THE COURT: Well you call it -- the other side doesn't 

quite call it a settlement. 

MR. QURESHI: Well --

THE COURT: But leave it aside there -- it's a figure.

MR. QURESHI: It -- it, well, it --

THE COURT: It's a number. I'll take it as the 

number. That's --

MR. QURESHI: Well, but -- but Your Honor, I think 

it's more than a number, because what it represents is an 

agreement as to what an aggregate cap on wildfire liabilities 

will be. 

THE COURT: But what -- what happens if your plan goes 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 59

of 220
60

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

forward --

MR. QURESHI: Sure.

THE COURT: -- and in January or February, TUBS plus 

Judge Donato, estimates the liability claims at sixteen 

billion, seventeen billion dollars, eighteen billion? What 

happens? 

MR. QURESHI: So I --

THE COURT: Your plan's dead, right?

MR. QURESHI: I concede that if the claims come in at 

that level, yes. Our plan, unless it is modified for where a 

claim is --

THE COURT: Well, claims come in -- claims come in or 

the estimation? I mean the --

MR. QURESHI: Again, it's the combination, Your Honor, 

of --

THE COURT: Well, I understand but the --

MR. QURESHI: -- all wildfire liabilities.

THE COURT: But Mr. Qureshi, when the claims deadline 

occurs, that doesn't mean we know what the claims are. We know 

what the asserted claims maxim is, but chances are there's some 

fluff in some of those claims, right?

MR. QURESHI: Correct.

THE COURT: Okay. So my point is, though, your plan 

is out if -- is dead if the estimation plus TUBS -- well, 

that's just another form of estimation --

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 60

of 220
61

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. QURESHI: Sure.

THE COURT: -- exceeds your figure, right?

MR. QURESHI: Not exceeds, Your Honor. If estimation 

plus TUBS plus the government claims --

THE COURT: I'm backing your eleven billion for the 

(indiscernible) and just focusing on the fire victims. So 

that's fourteen and a half billion, right? Right?

MR. QURESHI: So you --

THE COURT: Right?

MR. QURESHI: Correct, so --

THE COURT: So if the estimation is sixteen billion 

for fire damage, what does that do to your plan?

MR. QURESHI: Our plan in that circumstance is not 

dead, Your Honor, because we have an agreement, a settlement, 

with the TCC for an aggregate cap of 25.5. So let's talk about 

a world where ours is the only plan -- not suggesting that 

that's the case, but just to test the --

THE COURT: Well, you'd like there to be, but at the 

moment, that isn't the case.

MR. QURESHI: And we're not suggesting today, Your 

Honor, that the debtor shouldn't be permitted to proceed with 

their plan. But just to illustrate this point. So our plan, 

we do not believe requires estimation.

THE COURT: No, I know that. I know that.

MR. QURESHI: Right?

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 61

of 220
62

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

THE COURT: But that's not, but that --

MR. QURESHI: Right.

THE COURT: -- but until your plan is in and their 

plan is withdrawn, there's got to be an estimation if we want a 

compromise, right?

MR. QURESHI: We agree.

THE COURT: So you still haven't explained --

MR. QURESHI: We -- we --

THE COURT: I'll shut up and let you tell me, but 

explain to me --

MR. QURESHI: Sure.

THE COURT: -- what happens if the estimation exceeds 

14.5 for the victims.

MR. QURESHI: Our plan is still confirmable in that 

eventuality. Again, we have an agreement with the TCCs to have 

the aggregate liabilities to be 25.5 billion dollars, 

irrespective of what might happen in estimation. So we would 

then proceed to confirmation with our plan --

THE COURT: But -- but why -- but suppose -- wait a 

minute. If the estimation comes in more than the twenty-five 

and a half -- and again, it's easier for me to focus on the --

MR. QURESHI: Sure.

THE COURT: -- take the subrogation out. So if -- if 

magically I could tell Judge Donato plus TUBS jury says 18 

billion, how -- what -- well, your 14.5 is off the table. Who 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 62

of 220
63

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

would ever vote for it?

MR. QURESHI: Well, Your Honor, the point is in that 

circumstance, unlike the equity holders, if it comes in above 

that number, we will have the ability, if it is necessary, to 

increase the recoveries in our plan. So the point --

THE COURT: And wouldn't PG&E have the similar ability 

to do it?

MR. QURESHI: Theoretically, Your Honor, that is 

right. But the point with the equity plan is they're not going 

to have an economic incentive to do that. 

THE COURT: Why would your plans have an economic 

incentive?

MR. QURESHI: Because --

THE COURT: Well, it's the same numbers, right? The 

same residual value.

MR. QURESHI: No, Your Honor. 

THE COURT: No?

MR. QURESHI: Because of the absolute priority rule. 

Equity comes last. So the first thing that happens when claims 

start coming in about -- remember, in their plan, they are 

giving existing equity a seven-billion-dollar recovery. So 

when claims -- and that's premised upon an 18.9-billion-dollar 

cap on wildfire liabilities.

THE COURT: Yes, I understand.

MR. QURESHI: So if those liabilities come in above 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 63

of 220
64

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

18.9 billion -- set to the side commitments, okay?

THE COURT: Or stated differently, if the estimation 

comes in higher.

MR. QURESHI: Correct. If estimation comes in higher, 

then that eats into the recovery on account of their existing 

equity.

THE COURT: But I guess what I'm missing, I'm sorry 

to --

MR. QURESHI: Yeah.

THE COURT: -- beat this to death. Why isn't that the 

same consequence under your plan? If the -- I mean, if 

everything else is the same -- what you've pointed out is that 

there's seven billion dollars reserved for equity under the 

PG&E plan. But if the -- if the claims go higher, that equity 

goes lower. Why isn't the same result for you?

MR. QURESHI: In the circumstance of the equity, Your 

Honor, when estimation comes in at approximately a twenty-fivebillion-dollar number, their interest is wiped out. It's gone. 

Okay? So their existing equity becomes worthless, and in that 

eventuality, they don't have an economic incentive to put up 

the financing.

In our case, there absolutely can come a point, 

depending on where estimation comes in, where we become 

impaired, where this is no longer a solvent to state.

THE COURT: Um-hum.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 64

of 220
65

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. QURESHI: But when we become impaired, Your Honor, 

the bondholders still have an approximately fifteen- or 

seventeen-billion-dollar position that they are here to 

protect. And it may be in that circumstance, Your Honor, that, 

when we no longer have a solvent to state, that the bondholders 

are no longer entitled to a recovery in full. But, Your Honor, 

we still have, at that point in time, an economic incentive to 

protect the bond position.

THE COURT: Well, I think what you're telling me in 

simple words is that, if the estimation is higher than 14.5 or 

whatever the breakpoint is to eliminate equity under the PG&E 

plan, you will simply eat it, absorb it, at the --

MR. QURESHI: Well --

THE COURT: -- senior debt level.

MR. QURESHI: -- so -- so --

THE COURT: Right?

MR. QURESHI: But not right away, Your Honor.

THE COURT: Yes.

MR. QURESHI: Because the first thing that happens 

under our plan -- again, we have a settlement with the TCC. 

That settlement is not conditioned upon the outcome of the 

estimation proceedings.

THE COURT: No, I understand that.

MR. QURESHI: Right? And that settlement has an 

aggregate cap of the 25.25 -- 25.5 billion --

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 65

of 220
66

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

THE COURT: Okay, but I'm going to -- I -- I --

MR. QURESHI: Sure.

THE COURT: I gave you time and then I'm taking it 

away. What happens if the estimation comes in below your 

figure?

MR. QURESHI: The T --

THE COURT: Is your plan confirmable?

MR. QURESHI: Yes.

THE COURT: Well, why? Doesn't it --

MR. QURESHI: Because --

THE COURT: -- violate the absolute priority rule by 

overpaying the victims? In other words, again, I want to put 

the subrogation to the side, because that -- unless I'm missing 

something, that's a constant in both plans. So --

MR. QURESHI: It --

THE COURT: -- to me -- to me, your plan pays the 

victims fourteen and half billion, the PG&E plan that your 

challenging today offers them eight billion or 8.4 billion. So 

there's about a six-billion-dollar delta. But if the 

combination of district court estimation plus TUB fire jury 

comes up lower than your figure, it seems to me that's good for 

the victims, but it makes for an uncomfortable plan because 

they're over -- just as -- as the stockholders have argued, it 

overpays the claim -- the class.

MR. QURESHI: Let me try to be clear, Your Honor.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 66

of 220
67

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

THE COURT: Okay.

MR. QURESHI: I agree.

THE COURT: Okay.

MR. QURESHI: If claims -- if estimation comes in 

lower than what the debtors are saying, right, under our 

plan --

THE COURT: Lower --

MR. QURESHI: -- the would be getting paid --

THE COURT: Lower than what you're saying.

MR. QURESHI: Then under our plan they would be 

getting paid more than in full, and our plan would not work, 

unless it is modified.

THE COURT: Well, I mean, every plan in the world 

might work if it's modified.

MR. QURESHI: Correct.

THE COURT: The question is whether it's appropriate 

to open the door again and for the second --

MR. QURESHI: Yeah.

THE COURT: -- to let your plan be vetted. That's 

all.

MR. QURESHI: Understood.

THE COURT: Okay.

MR. QURESHI: And -- and -- but let me go back to the 

other scenario. The other scenario is what happens if 

estimation comes in higher.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 67

of 220
68

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

THE COURT: Yeah. 

MR. QURESHI: Right?

THE COURT: Fair enough.

MR. QURESHI: And if estimation comes in higher, the 

point I'm trying to make, Your Honor, is that our plan includes 

an agreement with the TCC to vote in favor of our plan, 

irrespective of the outcome of estimation. And so we would 

then proceed to confirmation, irrespective of estimation coming 

in, at a higher level with an agreement by the TCC to vote in 

favor of a plan that provides an aggregate cap of 25.5 billion 

dollars. And Ms. Dumas will confirm that on behalf of the TCC. 

So you --

THE COURT: So where does the extra amount go?

MR. QURESHI: In that scenario, there is no extra 

amount, Your Honor. That's a scenario where estimation comes 

higher. 

THE COURT: Yeah, I got it. And that's my point. 

Let's stick with hypotheticals.

MR. QURESHI: Sure.

THE COURT: Let's suppose the estimation is eighteen 

billion dollars, but the TCC has just committed to vote for a 

plan that pays them fourteen and a half billion.

MR. QURESHI: If the estimation is --

THE COURT: So where does the other two and half 

billion go?

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 68

of 220
69

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. QURESHI: If the estimation is, in the aggregate, 

eighteen billion dollars, our plan is not confirmable. We 

concede that. 

THE COURT: Okay.

MR. QURESHI: Okay? Now let me explain why Your Honor 

should terminate exclusivity in order for their -- for our plan 

to proceed. The reason is because we think there is a very 

high likelihood that estimation and the yet-to-be-filed 

government claims and TUBS will aggregate significantly north 

of what the debtors are contemplating in their plan. If that 

happens Your Honor and if we are right that in that 

circumstance the equity holders are not able to raise the 

financing to satisfy those claims, then their plan fails.

THE COURT: No, I -- I agree with you that --

MR. QURESHI: And if their plan fails, we don't have 

time in this case for any kind of an alternative, unless Your 

Honor terminates exclusivity today. If this were a different 

circumstance, Your Honor, where we did not have the June 30th 

deadline, then perhaps it would make sense to let the equity 

holders swing for the fences, because that's what they're 

doing. Let them try to aggressively litigate against the 

victims here, and if it doesn't go their way, then we could 

pick it up again in February or March and follow with another 

plan. But Your Honor, here, we simply don't have the luxury of 

that kind of --

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 69

of 220
70

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

THE COURT: Well, this --

MR. QURESHI: -- time.

THE COURT: -- this gets back to the point that I 

raised in setting the hearing. Is it a backup plan or a 

competing plan?

MR. QURESHI: It --

THE COURT: I mean, it sounds to me as you describe 

it, you don't want to go and have to reinvent the wheel and 

start over.

Whoever's coughing near the microphone, just cover the 

microphone when you cough. That's all. I don't mind if you 

cough.

So are you saying that we -- Mr. Qureshi, that if I 

allow your plan to be filed and get ready to go, we still --

we're finished and we don't get to your plan if the debtor's 

plan is confirmed?

MR. QURESHI: No.

THE COURT: Or you really are back to the parallel 

track -- competing plans -- and if they're both accepted, then 

I have to make the decision?

MR. QURESHI: Correct.

THE COURT: Okay.

MR. QURESHI: So -- so the way we think of it, Your 

Honor, is an alternative plan --

THE COURT: Right.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 70

of 220
71

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. QURESHI: -- rather than a backup plan.

THE COURT: Well, the terms in the briefing, it was 

argued that it was kind of --

MR. QURESHI: Right.

THE COURT: -- when -- we need our plan because the 

other one is going to fail.

MR. QURESHI: And that absolutely is how we view it. 

Again, Your Honor, if the world comes to pass the way the 

equity holders hope that it will, which is underneath that 

18.9-billion-dollar number, then as drafted, our plan would not 

work and we concede that. What we are saying is, because there 

is a tremendous risk that estimation and TUBS and the 

government claims are going to come in well above that --

THE COURT: Right.

MR. QURESHI: -- it is just not a sensible risk for 

this estate to take, to find ourselves, at the conclusion of 

that process, in a place where the financing isn't there to 

satisfy those claims.

THE COURT: Okay. So --

MR. QURESHI: And the only --

THE COURT: So that's -- so that's the change that 

you've said. You -- that -- then when I ask for the change, 

your saying they haven't -- they haven't got a financeable plan 

at this point if the numbers come in higher.

MR. QURESHI: That's one of the changes. Absolutely 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 71

of 220
72

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

right.

Another change, Your Honor, is that every creditor 

constituency in the case that has taken a position on whether 

to terminate exclusivity, with one exception in the subrogation 

holders that I will come to, is in favor of terminating 

exclusivity. The TCC, obviously the fiduciaries for what Your 

Honor has referred to as the involuntary Creditors here -- and 

you're going to here from Ms. Dumas -- the Official Creditor's 

Committee, another estate fiduciary, is in favor of terminating 

exclusivity, the debtor's largest union. The IBEW is in favor.

THE COURT: No, I know the list. I've got the list.

MR. QURESHI: Right. And so -- and the subrogation 

holders, Your Honor, the only reason they're objecting, under 

either plan they get an eleven-billion-dollar-allowed claim. 

They don't like the form of consideration in our plan, but they 

also signed an RSA in which the debtors preclude them from 

negotiating with us. When those shackles are lifted, Your 

Honor, we're confident that we can reach an agreement on the 

form of consideration with the subrogation holders. 

And so -- and the public entities, by the way, that 

have the one-billion-dollar settlement with the debtors, that's 

adopted in our plan as well.

THE COURT: No, I'm aware of that.

MR. QURESHI: Okay. Right. So the way that all 

shakes out, Your Honor, is you have the equity owners, who 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 72

of 220
73

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

control the board, and everybody else in the case. That's the 

battle line. And everybody else in the case wants exclusivity 

terminated. And the reason, Your Honor --

THE COURT: So -- okay. I know the reason. Of course 

I know the reason. But what if the estimation comes in at a 

number that the company believes it can finance? Then why 

should -- why should we, in effect, you know, have a corporate 

control battle when we really ought to be taking care of the 

victims?

MR. QURESHI: So let's hypothesize a circumstance, 

Your Honor, where claims come in at thirty billion dollars. 

THE COURT: Um-hum.

MR. QURESHI: Your Honor has terminated exclusivity. 

All right, we're -- our plan is there to satisfy the victims at 

the twenty-five-and-a-half-billion-dollar level, in full, with 

committed financing, no risk. And the debtor, in that 

circumstance, tries to cobble together the financing to satisfy 

a higher liability. So is it going to need new legislation so 

that they can have ECBs or -- or --

THE COURT: Well, they've said not.

MR. QURESHI: They've said not. Are they going to be 

able to cobble together that financing in a form that is 

feasible? We think the answer to that question is no. But the 

point today, Your Honor, in connection with terminating 

exclusivity, is that we think it is not a sensible approach to 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 73

of 220
74

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

put all of the stakeholders at risk when there is only one plan 

that they will not be able to get there.

THE COURT: Okay. I think we're going to move to the 

other counsel, and I'll come back to your reserve time later 

because I've gone a little bit over, I think, by my count. 

Is your count the same? 

MR. QURESHI: A little bit, Your Honor. 

Your Honor, if I can -- if I may, just one more thing. 

THE COURT: Sure. 

MR. QURESHI: As Your Honor knows, we did not have the 

opportunity to file a reply. 

THE COURT: I didn't have the ability to read another 

reply. 

MR. QURESHI: Understood. I just want to very briefly 

hit three points that they raise --

THE COURT: Okay. 

MR. QURESHI: -- in their objection that I don't think 

are accurate.

The first is they say that the interest expense in the 

creditor plan is somehow way more expensive for the company 

than the equity plan. It's not right, Your Honor. When we 

focus on the interest expense for this pass through to rate 

payers, under the creditor plan, that annual number is 946 

million dollars. Under the equity plan, it's somewhere between 

954 million dollars and over 1.1 billion dollars, depending on 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 74

of 220
75

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

the credit rating at issuance. So the interest expense that 

gets passed through to rate payers is not more under the 

creditor plan. 

MR ORSINI: Your Honor, is Mr. Qureshi testifying now? 

THE COURT: I thought he was arguing from the papers. 

I don't know what he's doing. I don't know. I don't know what 

he's doing. If he's arguing at the moment -- 

MR ORSINI: Well --

THE COURT: -- I'm not making findings. 

Go ahead. Let's move forward. 

MR. QURESHI: Your Honor, I'm responding to the 

arguments that are made and the debtor's objection, and into 

which we have not had the opportunity to respond. 

The other is the financing fees that are in both 

plans. Again, the allegation is made in the objections that 

there are 670 million dollars in fees that the bond holders are 

paying to themselves. But Your Honor, the fees in the debtor's 

plan, which are disclosed in the term sheets -- in the 

financing commitments that have been filed with the Court, are 

more than 1.4 billion dollars. There's 772 million in -- I'm 

sorry -- approximately seven hundred million in equity 

financing fees, and on the debt under their plan, 772 million 

dollars. And an important point on the debt, Your Honor, their 

plan has a 34.4 billion dollars, it's a revolver -- I'm sorry, 

not a revolver -- it's a bridge loan of one-year facility. So 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 75

of 220
76

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

for a loan for one year, after which, in their plan, the 

debtors will again face rate risk and all the other risks 

attendant with getting new financing, they're going to have to 

take out that facility, and a year later, incur a whole bunch 

of fees a second time. 

THE COURT: Do you agree that your plan has all the 

other costs, though, like the make-well provisions and the 

contract rate of interest that are extra costs on your side for 

your plan? You concede that point? 

MR. QURESHI: So I certainly concede, Your Honor --

THE COURT: Okay. 

MR. QURESHI: -- that under our plan, there is debt 

that is being reinstated. And when debt is reinstated, it, of 

course, continues to carry the contract --

THE COURT: Right. 

MR. QURESHI: -- rate of interest throughout. 

THE COURT: Right. 

MR. QURESHI: There's no question about that. With 

respect to optional redemption premiums, Your Honor, under our 

plan they are very minimal. I believe a total of approximately 

eleven million dollars is payable in those sorts of premiums. 

Again, because most of the notes are being reinstated, those 

premiums are not triggered. So I do not view that, under our 

plan, to be a significant issue, Your Honor.

And the last point that I wanted to make, that is 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 76

of 220
77

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

raised in their objections that I think is simply incorrect, is 

they suggest that our proposed treatment of employees and of 

retirees renders our plan unconfirmable. 

THE COURT: Well, they say it's a separate treatment 

within the class, so I mean it's just -- right? 

MR. QURESHI: And Your Honor, it's not. So what we --

THE COURT: And why is that? 

MR. QURESHI: What we propose under our plan is there 

is no difference in plan treatment between employees and 

retirees that have equity, and any other equity holders. It's 

identical. What we say in our term sheet, Your Honor, is that 

the post-reorganization board of PG&E, after the effective date 

of the plan, will modify the relevant employment agreements in 

a manner that makes those employees whole. 

THE COURT: But listen. If Mr. A is a retired 

employee and Ms. B is a retired school teacher, but they both 

have a certain amount of PG&E stock, under the plan that you're 

pushing, Mr. A will do much better than Ms. B; do you agree?

MR. QURESHI: Not in the plan, Your Honor. 

THE COURT: Well, as a result of being diluted under 

the plan, right? 

MR. QURESHI: The dilution under --

THE COURT: At the end of the day, the plain old 

every-day shareholders are going to get virtually wiped out 

under your plan; isn't that true? 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 77

of 220
78

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. QURESHI: Yes. 

THE COURT: Okay. But the plain old every-day 

shareholders who happen to be employed or retirees, aren't 

going to be wiped out, are they? 

MR. QURESHI: Under the plan they will be wiped out, 

but --

THE COURT: Well, come on. Let's not be technical. 

At the end of the day, the retired guy who worked for PG&E is 

not going to have his stock wiped out. The retired school 

teacher is going to have hers wiped out. And that's not 

discrimination? 

MR. QURESHI: We don't think it is, Your Honor. 

THE COURT: Okay. 

MR. QURESHI: For employees that are going to continue 

to work for the company --

THE COURT: I said retiree, but let's move on. 

MR. QURESHI: Okay. 

THE COURT: You made the point clearly that these are 

issues that you believe why I should break exclusivity and not 

why I should confirm the plan. We're not here to confirm your 

plan today. 

MR. QURESHI: That is correct, Your Honor. 

THE COURT: Okay. 

MR. QURESHI: So --

THE COURT: Fair enough. 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 78

of 220
79

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. QURESHI: So to sum up, Your Honor, the 

fundamental issue here is that there is a tremendous amount of 

risk, and Ms. Dumas will get into it more --

THE COURT: Okay. 

MR. QURESHI: -- that claims are going to come in 

very, very high, and there should be an alternative, given the 

June 30th deadline. And the only way, Your Honor, that there 

is an alternative that can protect all of the creditors who are 

in favor of terminating exclusivity, is if exclusivity is 

terminated now in order that the creditor plan can start to go 

through the CPUC process, which the CPUC has agreed they can 

handle multiple plans, so that we have an alternative to 

protect everybody in these estates in that eventuality. 

THE COURT: Got it. Thank you. 

MR. QURESHI: Okay. Thank you, Your Honor. 

THE COURT: Okay. So Ms. Dumas, Mr. Qureshi said you 

were going to have about -- you wanted about eight minutes, so 

I'll afford you that if that's what you'd like. 

MS. DUMAS: Thank you, Your Honor. 

THE COURT: Good morning. 

MS. DUMAS: I would like to reserve -- Cecily Dumas, 

Baker Hostetler, on behalf of the Official Committee of Tort 

Claimants. 

I'd like to reserve a minute and a half, and I hope my 

eight minutes is actually eight minutes, since Mr. Qureshi's 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 79

of 220
80

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

ten minutes was not ten minutes, it was a lot longer. 

THE COURT: This isn't jeopardy. I'm just doing my 

best on the timing here. Go ahead. 

MS. DUMAS: Thank you, sir.

I want to first clarify a point -- I'm sorry I was 

about to cough. 

THE COURT: You want a cough drop? 

MS. DUMAS: No. That's probably better.

Let me just clarify something that I don't think we 

realized until we read the briefs over the weekend, and saw 

argument related to overpayment in the fox guarding the 

henhouse and the like, which is something that, honestly, never 

occurred to us. So let me make clear right now, that under no 

circumstances do the tort claimants intend to seek payment 

that's in excess of what's allowable under the law, that is 

what is estimated by Judge Donato. So what the term sheet 

needs to be corrected to clarify that, we will do so. 

THE COURT: But now how does that work? 

MS. DUMAS: So if --

THE COURT: If Judge Donato decrees that the --

MS. DUMAS: Yes. 

THE COURT: -- victim's claim is eighteen million --

billion -- excuse me -- billion, what do we do with that 

fourteen and a half in the plan? 

MS. DUMAS: So let me run through the numbers like I 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 80

of 220
81

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

run through the numbers. They get a bit mucky, but they've got 

an 18.9 billion cap on wildfire claims in the debtor's plan. 

THE COURT: Well, it's easier for you if we -- do the 

same thing I did with Mr. Qureshi, take that eleven billion for 

sub realism --

MS. DUMAS: Yeah, yeah. 

THE COURT: -- put it aside, and let's just talk 

about --

MS. DUMAS: So let's take that aside so we've got --

THE COURT: So it's 8.4 on theirs and eleven --

MS. DUMAS: But there's not. 

THE COURT: Okay. 

MS. DUMAS: That's why it's kind of tricky. 

THE COURT: Okay, go ahead. 

MS. DUMAS: The 18.9 cap, or you take away a billion 

in PE, and eleven billion in sub row, and those are two buckets 

of cash due on the effective date. That's a whopping amount of 

money. So that leaves 6.9 billion left of the eighteen billion 

cap, right? 6.9 billion, so there's a little bit of 

discrepancy between eight-four and six-nine but the 6.9 billion 

cap, under Section 1.220, Definition of a Plan, applies to the 

victims, FEMA, CAL FIRE, PUC Funds, and I guess any other 

unaccounted for public entities, what we'll find out before the 

bar date. So let me make clear that as Mr. Qureshi said, even 

though CAL FIRE and the United States don't want to be 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 81

of 220
82

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

estimated, they are under the debtor's plan included within 

this cap. So we've got 6.9 --

THE COURT: So if they're not estimated, but in fact, 

they're --

MS. DUMAS: They're still in this cap. 

THE COURT: If they're liquidated --

MS. DUMAS: Yeah. 

THE COURT: -- your point is that that eats into the 

whether it's 6.9 or 8.4 --

MS. DUMAS: Exactly. Yeah. 

THE COURT: -- and for the moment it eats into it. 

MS. DUMAS: That's right. So I mean, Mr. Troy is here 

in the courtroom. He can tell you, but just say hypothetically 

that FEMA's claim is three billion dollars. Even if it's a 

liquidated claim -- even if they establish to Your Honor that 

it's a liquidated claim, that's just three billion that goes 

into the 6.9 billion dollar bucket, so -- 

THE COURT: Okay. For today --

MS. DUMAS: -- and CAL FIRE, but it's just 

illustrative of the point. 

THE COURT: -- for our purposes, it doesn't matter 

what the amount is. Your point is that --

MS. DUMAS: My point --

THE COURT: -- liquidated claims to those governmental 

agencies comes out of the 6.9. 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 82

of 220
83

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MS. DUMAS: Yes. Exactly right. 

THE COURT: Okay. 

MR. QURESHI: Exactly right. So when we were thinking 

about how to address supporting a plan, the TCC, we were 

perhaps naive, because in our minds, there actually is truly 

discounting under the bond holder plan at -- so the bond holder 

plan leaves 13.5 -- the difference is 6.9 billion to 13.5 

billion. Under the bond holder plan, 13.5 billion is the cap 

for the same categories: Victims, CAL FIRE penalties, FEMA --

I'm sorry -- CPUC penalties, FEMA. So we think -- we don't 

know because the claims bar date hasn't happened yet, but we 

think those claims, in and of themselves, may aggregate 

possibly five, six billion dollars. So if my assumption is 

correct, and again, we're all operating with imperfect 

information, but if that assumption is correct, then that's 

leaving, six billion or six and a half billion for victim 

claims under the bond holder cap. 

So we thought that under any circumstance we were 

taking a discount to what we can prove. If we're wrong, if 

after all this time, and Tubbs, and estimation that Mr. 

Orsini's right and we've been completely wrong, we'll cap that 

and we can make that clear in the term sheet. We're not, under 

any circumstances, were the victims trying to take more than 

they're entitled to under what the Court determines. 

THE COURT: Well, but aren't you saying -- but 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 83

of 220
84

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

you're --

MS. DUMAS: We'll amend the term sheet, Your Honor. 

We haven't considered -- so again, this is just whether you run 

one plan or two plans. So I'm not saying whether the debtor's 

plan is confirmable right now, I'm saying we need to clarify 

for the record that the victims are not going to hold this 

Court and all the other parties to a thirteen-and-a-half 

billion dollar settlement amount if Judge Donato says, and Your 

Honor says, the aggregate of victims, FEMA, CAL FIRE, CPUC, and 

other governmental entities is less than 13.5 billion. 

THE COURT: But what if it's more? 

MS. DUMAS: We've agreed to the cap. That's the 

point. 

THE COURT: You're locked into the cap? 

MS. DUMAS: We're locked into the cap. 

THE COURT: What if he says it's twenty billion? 

MS. DUMAS: We're locked into the cap. 

THE COURT: Thirty billion? 

MS. DUMAS: We're locked into the cap. 

THE COURT: Well, how is that a good deal? 

MS. DUMAS: It's a good deal because we need to get 

this company out of bankruptcy by next June. Maybe it's a good 

deal because AB 1054 -- and this is a point I've been making to 

Your Honor a number of times -- we believe that these tort 

claims, these wildfire related claims will end up being more 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 84

of 220
85

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

than what's left after you pay all contract claims. 

THE COURT: I know. You've said that before. 

MS. DUMAS: So -- yeah. 

THE COURT: And you've said again. 

MS. DUMAS: So --

THE COURT: But then that was before you are now lined 

up with the plan that you're now explaining. 

MS. DUMAS: Yes. Well, Your Honor, that's the maximum 

this debtor can pay unless we go into an insolvency situation, 

which we don't want to cross that Rubicon. 

THE COURT: Well, what --

MS. DUMAS: So we're saying if everybody else gets 

paid, we are willing to accept the 13.5 billion cap on all 

these wildfire related liabilities. 

THE COURT: So does that fix the cap for PG&E's plan? 

I mean, do they just say, fine, we'll do this and we'll match 

you? I mean, is that --

MS. DUMAS: So -- that'd be super. Yeah. That'd be 

great. 

THE COURT: Well, okay, but I want to understand. So 

then if that happened, and Mr. Karotkin stood up and said we'll 

take the thirteen-and-a-half, there's no need to have any 

estimation. We've got a -- it's a done deal, right? 

MS. DUMAS: Yes. If Mr. Karotkin said we'll match the 

thirteen-and-a-half, it wouldn't resolve all of our problems 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 85

of 220
86

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

today --

THE COURT: I know. 

MS. DUMAS: -- with regard to exclusivity, but yes. 

For purposes of --

THE COURT: Yeah. 

MS. DUMAS: -- your question, absolutely right. 

THE COURT: But if you're committing the committee, at 

least, you're not committing every single victim because a 

particular victim might argue that in the best interest test, 

would defeat the plan --

MS. DUMAS: Well, that's true, Your Honor. 

THE COURT: Okay. 

MS. DUMAS: And when we get to voting --

THE COURT: All right. 

MS. DUMAS: I mean, we do have seventy some law 

firms --

THE COURT: But let's not worry -- let's not worry 

about that. 

MS. DUMAS: -- in the executive committee but yeah. 

Yeah, yeah, yeah. 

THE COURT: I mean it seems to me that what you're 

saying is that right now, there's a low number of 8.4 and a 

high number of 13.5. 

MS. DUMAS: Exactly right. 

THE COURT: Okay. 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 86

of 220
87

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MS. DUMAS: And for other reasons, my only other point 

is for other reasons, unrelated to that difference, that's a 

big difference --

THE COURT: Uh-huh. 

MS. DUMAS: -- and I've said before that we think --

and we could be wrong, but we think that the debtors and it's 

equity security holders are incented to sort of back into that 

number. But that's a swing, but for other reasons, we're 

supporting the bond holder plan. 

THE COURT: Well, I understand your reasons, and there 

are different opinions expressed very --

MS. DUMAS: Well --

THE COURT: -- sparsely in the papers as to what 

motivates people. I'm not dealing with that now. I'm --

MS. DUMAS: But they are important. 

THE COURT: I know they are important. But I'm trying 

to decide whether to listen to the pleas that you and everybody 

else have lined up and is against my prior decision, and the 

debtor. By even letting that other plan in -- because to be 

blunt about it, my fear is -- and I tried to express it 

before -- is having the competing plan turns what was designed 

to protect the victims into a battle over corporate control 

between two people -- two different money interests --

MS. DUMAS: Yeah. 

THE COURT: -- and has nothing to do with paying 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 87

of 220
88

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

victims. 

MS. DUMAS: Yeah. No, you made that point before -- 

THE COURT: You know? 

MS. DUMAS: -- and I think I was at the podium when 

you made it. 

THE COURT: And why is that wrong? 

MS. DUMAS: Well, it's not wrong. 

THE COURT: Why do you want to be sitting there 

waiting to get your victim's paid, watching a corporate battle 

that has nothing to do with paying the victims? 

MS. DUMAS: Unfortunately, because of the ability to 

access resources, financially, the debtors are in a less 

advantageous position than the bond holder plan presents. The 

debtor's plan has to thread a number of needles just right. 

Their plan is premised on a cap on wildfire obligations, their 

plan is premised on a sort of best --

THE COURT: But that -- excuse me, but excuse me. But 

that means their plan is DOA if the district judge upstairs 

fixes the number that kills their plan. 

MS. DUMAS: Yeah, and --

THE COURT: But Mr. Qureshi said what'll happen if 

their numbers change, why wouldn't PG&E's numbers change? 

MS. DUMAS: Well --

THE COURT: If the district judge puts a number that 

is bigger --

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 88

of 220
89

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MS. DUMAS: Sure. 

THE COURT: -- than they expect. 

MS. DUMAS: And again, I'd like to get away from --

yes, just the swing in the number. Okay, that's material, and 

Judge Donato is going to tell us where he comes out on that. 

But there are other aspects of the debtor's plan that 

make it a more financially risky plan. So there's risks 

associated with the debtor's plan that are made easier by the 

bond holder plan, frankly, because they have more resources to 

throw at it. 

THE COURT: Okay. 

MS. DUMAS: So the risk of not allowing a second plan 

to run parallel is that we get to February and Judge Donato 

says my number is a high number. Because I don't think the 

debtors have -- again, this is me, and there's nonpublic 

information that we're taking into account and decision making. 

So speaking to Your Honor, we don't believe that 

there's much more gas left in the debtor's tank. In terms of 

ability, they've got -- right now, they've got twelve billion 

in wildfire obligations payable in cash on the effective date, 

plus other obligations they need to finance. They have made 

certain assumptions about the CPUCs pass-through of certain 

costs that may or may not prove to be accurate. 

And just one asterisk on that: we think, just 

objectively, we think it's unlikely that Camp Fire costs will 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 89

of 220
90

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

be allowed to passed through just because of the factual 

circumstances surrounding the hundred-year-old tower and the 

broken sea hook. We think just using that fire as an example, 

is a higher possibility that the utility will have been found 

to be negligent, therefore, kind of eliminating the ability to 

pass those costs through to rate payers. 

THE COURT: I need to stop here, just so you can 

reserve and --

MS. DUMAS: Yeah, yeah, yeah. 

THE COURT: -- Haysfirm wants to be heard so --

MS. DUMAS: One more point? 

THE COURT: Yes. 

MS. DUMAS: Rate neutral, we have evaluated both plans 

under AB 1054's regimen, and we believe that the bond holder 

plan is more likely than the debtor plan to comply with AB 

1054. And we may be wrong on that. And as you said, facts may 

develop, but we don't have the time like a typical bankruptcy 

case, to find out next spring if we're right or we're wrong. 

This case is the -- one of the few unique cases where we do 

need to have a second plan by a well-funded plan proponent out 

there. 

THE COURT: Okay. 

MS. DUMAS: Thank you. 

THE COURT: You can reserve a couple minutes for that. 

Mr. Marshack, good morning.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 90

of 220
91

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. MARSHACK: Good morning, Your Honor. Your Honor, 

just a suggestion -- if we're running out of time, and as you 

and I have both agreed upon in the past, Judge Donato's pretty 

quick, if you would like to bring us all back this afternoon? 

THE COURT: No.

MR. MARSHACK: Okay.

THE COURT: I don't.

MR. MARSHACK: We'll make it happen. PG&E says in 

their pleadings that they are ready, willing, and able to 

fairly and fully compensate wildfire victims for their losses. 

They say the amount is 8.4 billion dollars and -- but they are 

capping it at 8.4 billion. They will pay us in full, but they 

will give us a cap.

THE COURT: Well, that's the plan that's on the table.

MR. MARSHACK: That's the plan. But their words --

THE COURT: But Mr. Marshack, if Judge Donato hits 

them with a larger number, they have two choices, right: fold 

their tent or put the -- plug in the number. And from what Ms. 

Dumas says, the top of that number is thirteen and a half.

MR. MARSHACK: You say that, but the TCC's numbers and 

their financial advisors say they don't have any, to quote Ms. 

Dumas, gas in the tank.

THE COURT: Okay.

MR. MARSHACK: That's one. And two, if they had more 

money, why aren't they putting it up? A lot of this, Your 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 91

of 220
92

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Honor, is just pure credibility. Hate to be the one that 

really brings this to light, but once upon a time, they said 

that subro was only owed 8.5 billion dollars, but now they say 

it's 11 billion.

THE COURT: But what did subro say they were owed, 

once upon a time, twenty billion, right?

MR. MARSHACK: Right.

THE COURT: Well, wasn't there a compromise from both 

sides? Both sides, both camps here compromised, essentially, 

the subro figure.

MR. MARSHACK: Correct.

THE COURT: That's a constant; that's for both plans.

MR. MARSHACK: Correct. But did the debtor give up 

all the last -- did they give up the last money they had? To 

make the subro agreement, to get them to vote for their plan, 

did they give up a last money they had to do so? 

And my point is this, Your Honor: They say, once upon 

a time, that we were only owed 8.43 billion dollars, and that's 

what they say today. We are going to be owed more money.

THE COURT: Mr. Marshack, you might recall Mr. Orsini 

has said more than once that they haven't even, in some 

respects, haven't even admitted to that, because there had been 

no determination. But they obviously can't back out of a plan 

they've proposed, and the briefing that cites them in their 

public filings, they say what they say, but --

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 92

of 220
93

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. MARSHACK: That's correct, Your Honor. But if you 

believe that the debtor puts in their plan, and you believe Mr. 

Orsini, that the cap is 8.4 billion dollars, then you have to 

believe they don't have any more money and you have to believe 

they're not going to put any more money up.

THE COURT: I have to believe that the first plan a 

party puts on the table is its final number? That's not the 

way I've learned how negotiation goes, and I'm sure you don't 

negotiate that way. But leave it aside.

MR. MARSHACK: Why are they --

THE COURT: Let's stick with what your point is.

MR. MARSHACK: Okay. But then why does --

THE COURT: The issue today is whether I allow a 

competing plan --

MR. MARSHACK: You're right.

THE COURT: -- and so let's stick with that.

MR. MARSHACK: But why are they negotiating? TCC has 

put up a terrific plan. TCC is a plan that the wildfire 

victims will vote in favor of, and there's a couple things that 

come with that.

THE COURT: But why do want me to open up to other 

plans, then, under those circumstances? I mean, you've made 

that pitch all along, and I'm wondering why. How is that 

constructive?

MR. MARSHACK: Wildfire victims will support TCC.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 93

of 220
94

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

THE COURT: I got it.

MR. MARSHACK: But if somebody wants to show up 

tomorrow and offer twenty billion dollars and give us even more 

of a cushion for our claims, in case our claims are a little --

are higher, then we greet them with open arms. But right now, 

we are very pleased with the TCC plan.

THE COURT: Okay.

MR. MARSHACK: So Your Honor, the debtor's trying to 

oppose a second plan. What would be the best way? The best 

way to oppose it would be to say, we're paying everybody in 

full. What's the best way to prove you're paying everybody in 

full? Per -- in their opposition to the motion to allow a 

second plan, why didn't they put evidence before this Court? 

This is the way we do business in the bankruptcy court in 

California. We have declarations. We prove facts through 

declarations. 

Why didn't the debtor put before Your Honor 

declarations of financial advisors that say, I have worked on 

this case for 7,000 hours; this is the model; this is the 

matrix; and claims can't exceed 8.4 billion dollars? If they 

did that, that would be persuasive. That would be, hey, the 

debtor is proposing a plan that will pay everybody in full. 

They chose not to. 

So the consequences of their inability or their 

failure to give this Court evidence of the cap on the debt is, 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 94

of 220
95

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

if TCC's offering 14.5 billion dollars, let that plan go 

forward and let's see who wins, and let's make sure that the 

wildfire victims are protected.

THE COURT: Okay. 

MR. MARSHACK: Let me make a point.

THE COURT: Yeah.

MR. MARSHACK: One final point.

THE COURT: Okay.

MR. MARSHACK: If PG&E's counsel says to me the best 

turkey sandwich you're going to get in this city is across the 

street and they're wrong, I'm out one meal. If PG&E says 8.4 

billion dollars is enough to pay creditors in full and they're 

wrong, lives can't be rebuilt. Lives can't be -- and there's a 

second problem with that. If they're wrong, we've lost all the 

opportunity to take the benefits of AB 1054. If you allow TCC 

to go on a parallel track with the debtor, then you're upping 

the odds that we will be able to access all the money and all 

the benefits of AB 1054.

THE COURT: Mr. Marshack, what's going to happen if I 

let the bond holders' plan in and then we end up bogged down 

with a valuation fight and a fight over issues that your 

clients and Ms. Dumas's clients don't care about, don't need to 

get involved with; that is, confirmation issues, cram down 

issues, absolute priority issues? I've said it before: Do the 

victims want to get bogged down on that kind of a battle? 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 95

of 220
96

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

If you can persuade me that I should say, that's fine. 

Everybody ought to watch that, or watch while they -- these two 

giant people, giant groups -- the entrenched equity and the 

outside equity, two equity wannabes -- while they have this 

huge fight, it's not going to -- tell me how it's going to move 

the ball forward to get the victims paid.

MR. MARSHACK: Judge, my --

THE COURT: And I understand. I understand the point 

that Mr. Qureshi made about letting another plan in keeps them 

in track so that CPUC and AB 1054 can be honored. But how does 

this corporate control fight help your client? Just tell me 

that.

MR. MARSHACK: I will.

THE COURT: Okay.

MR. MARSHACK: Why? I'm a victim. I'm a wildfire 

victim.

THE COURT: Okay. 

MR. MARSHACK: I've lost my house. Why do I care who 

owns PG&E at the end of the day?

THE COURT: You don't. I agree, you don't. 

MR. MARSHACK: I don't care.

THE COURT: But when does -- do you want to wait while 

we find that out, while we have the valuation fight?

MR. MARSHACK: Yes.

THE COURT: Okay.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 96

of 220
97

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. MARSHACK: If it gets me five billion more 

dollars --

THE COURT: Okay.

MR. MARSHACK: -- I will wait.

THE COURT: Fair enough. Got it.

MR. MARSHACK: And Your Honor, one more point.

THE COURT: Okay.

MR. MARSHACK: I'm going to make this real quick. I 

don't know that the law allows for this -- going out on a limb 

here -- but does this Court -- if you're going to not grant 

TCC's motion, is there flexibility to conditionally terminate 

exclusivity to allow two plans? If the debtor's going to pay 

all creditors and the wildfire victims in full, then TCC's plan 

doesn't get voted on. I don't know how --

THE COURT: I don't know what you mean.

MR. MARSHACK: I don't know how we do that; I have to 

give that some thought.

THE COURT: Well, you convince the gentleman to your 

left to up the plan up to Ms. Dumas's figure.

MR. MARSHACK: We will do so.

THE COURT: And Mr. Marshack --

MR. MARSHACK: We will try to do so. 

THE COURT: -- more specifically.

MR. MARSHACK: Yeah.

THE COURT: More specifically, you have been very much 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 97

of 220
98

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

an advocate for your client's cause, and I compliment you for 

that. But those lawyers to your left also know what AB 1054 

says. And AB 1054 says this Court has to, in order to confirm 

a plan -- I mean, I'm summarizing because the State legislature 

presumably can't tell the Bankruptcy Court what to do, but in 

fact, the State legislature can say what PG&E has to do to 

survive and go forward as an IOU in this state. And it has to 

do what AB 1054 says: pay them in full, or get them to agree, 

or have a court make a valuation. That's why I asked the 

matter to go to Judge Donato; that's what his job will be if it 

goes there. And if he picks a number, whether it's lower than 

you would have or higher than PG&E would have, that's the 

number that they're stuck with, and frankly, so are the other 

side stuck with, leaving aside what we've heard. And that's 

the way it is. 

So their 8.4 will vaporize if Judge Donato has a 

higher number. And you know what? If he hits a lower number, 

you might see a lower number, too.

MR. MARSHACK: But two responses to that -- one, if it 

vaporizes -- if their plan vaporizes, the victims, the wildfire 

victims are the losers when we could have been the winners. 

That's one.

Two, Your Honor --

THE COURT: So do you think -- do you know -- and I'm 

not going to let you off. Suppose Judge Donato makes a finding 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 98

of 220
99

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

based upon the estimates, and let's, for simplicity's sake, 

let's converge Tubbs and the District Court estimation and say 

at the end of the day there's a figure of -- let's just pick a 

number -- ten billion dollars. PG&E would satisfy, I believe, 

AB 1054 with ten billion. How could I confirm a plan that the 

bondholders want me to do by giving them more? I couldn't do 

that, as matter of bankruptcy law, could I? Because it would 

overpay the class, to the detriment of the junior class, right?

MR. MARSHACK: Agreed. That's why you're going to 

have two plans in front of you. And when that particular fact 

scenario exists, you've got clarity on what you would do.

But let me give you another fact scenario real quick. 

This Court granted an order to estimate claims. We took the 

position, the TCC/SLF (phonetic) group, took the position that 

that violates the due process clause of the U.S. Constitution 

because to figure out liability of twenty -- causation of 

twenty-two fires and the amount of claims of 40,000 victims is 

doable in a year, two years, three years --

THE COURT: No, I know; you said that before.

MR. MARSHACK: But Your Honor, if your order 

estimating claims gets reversed and we --

THE COURT: Well, which order of mine are you talking 

about?

MR. MARSHACK: The one that you authorized us to go to 

Judge Donato to have the claims estimated.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 99

of 220
100

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

THE COURT: Okay. Well, that's hardly a final order.

MR. MARSHACK: Right.

THE COURT: You can take that up with Judge Donato.

MR. MARSHACK: Right. But no, no, but you granted a 

motion to estimate claims. 

If that is reversed, given the time --

THE COURT: Mr. Marshack, you got the story wrong. I 

made a statement in this courtroom that, if the major players 

consented, I could do that estimation here. There was not in 

anonymity. I simply recommended --

MR. MARSHACK: No, no, no.

THE COURT: -- the District Court refer -- have an 

Article III judge take over, and that's why he did.

MR. MARSHACK: Sorry, you're missing my point. You 

granted the motion to estimate -- to authorize the debtor to 

estimate claims, and then we worried -- then we tried to figure 

out which courtroom. But you did grant a motion to estimate 

claims over our objections. And our objection was that it 

violates due process of the U.S. Constitution to do it in four 

months.

My point, Your Honor, is this: If a court finds that 

granting the motion to estimate claims was improper, given we 

only had four or five months to estimate those claims, then we 

have nothing. If they grant TCC's right to file a plan, we 

have a confirmable plan that can get creditors and wildfire 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 100

of 220
101

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

victims paid in full. 

So this hedges our bets. This makes sure that, if 

that order to estimate claims is reversed, that we still have a 

backup where wildfire victims will get paid in full.

THE COURT: Okay. I understand your point. Thank 

you.

MR. MARSHACK: Thank you. 

THE COURT: All right. We're going to hear from the 

Official Creditors' Committee. 

Mr. Bray? Or Mr. Dunne's here today, with us, so --

So Mr. Dunne, one second. I'm going to hear from you 

and then I'm going to hear from the other attorneys I want to 

hear from, the IBU (sic) and so on, and then I'm going to take 

about a ten- or fifteen-minute convenience break for everybody. 

Then we'll resume, and I'll hear the debtors' arguments and the 

rebuttal arguments, and then we'll be done. Okay?

MR. DUNNE: Thanks, Your Honor. For the record, 

Dennis Dunne from Milbank LLP, on behalf of the Official 

Committee of Unsecured Creditors. I just want to take a step 

back, and then we're going to get into the points Your Honor 

has been raising with each of my predecessors at the podium. 

From the creditors' committee's perspective, our 

constituency is going to get paid in full in either plan. We 

can debate what payment in full is, and Your Honor will decide 

what payment in full is, but that's the goal of each of the 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 101

of 220
102

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

plans. 

THE COURT: Right.

MR. DUNNE: And we haven't yet decided which plan to 

throw our kind of full-throated support behind, but yet we're 

standing in front of Your Honor saying, let's have two of them. 

And I want to explain why we're taking that position. And it's 

basically for some of the reasons Your Honor had said. 

There are so many variables. There are so many 

outcomes that are unpredictable standing here today, that the 

question is, how do we protect ourselves against that suite of 

uncertainties. And let's just drill down on that for a second 

because Your Honor, I think, is putting the outcomes in a 

number of buckets, which is correct. 

Let's assume you have two competing plans, Your Honor, 

and there's a chance that estimation comes out and the debtors 

are correct with their number. That's easy. You're going to 

confirm their plan. We're done. Because you can't confirm the 

other one because you'd be overpaying, as you've said, at that 

level.

THE COURT: Well, you agree with that, don't you?

MR. DUNNE: Yes.

THE COURT: Yeah.

MR. DUNNE: So then the question is, let's assume it 

lands slightly north of the debtor and equity's plan number, 

below the bondholder/TCC number in the estimation. Two things 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 102

of 220
103

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

happen then. One is, either they, the debtor and the equity, 

step up and pay that amount or they don't. And Your Honor has 

mentioned several times, they may fold. That's what we care 

about. We don't want to be in a position where we find out, 

like everybody thinks it is economically rational that they 

have a lower inflection point because they own the equity than 

the bondholders do, in terms of their point of indifference and 

when they walk away. Whatever that is, we don't know today, 

right?

THE COURT: Well, who's -- the "they" meaning whom, 

the equity holder?

MR. DUNNE: The equity, yep.

THE COURT: The shareholders.

MR. DUNNE: The shareholders.

THE COURT: The people like Mr. Bennett's clients.

MR. DUNNE: Mr. Bennett's clients.

THE COURT: I mean, the corporate officers have a job 

to do to --

MR. DUNNE: And I'll come back to the corporate 

governance.

THE COURT: Okay.

MR. DUNNE: I'm not focused on the corporate 

governance.

THE COURT: Okay.

MR. DUNNE: I actually don't care who wins that fight, 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 103

of 220
104

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Your Honor. I'm trying to focus on getting victims paid and 

getting my clients paid and not missing the June 30th deadline.

THE COURT: Okay.

MR. DUNNE: Let's assume that the estimation lands 

above the equity and the debtor plan number and below the TCC 

bondholder plan number and they fold. Your Honor's saying, 

well, we can't do the bondholder/TCC plan because we'd be 

overpaying them. What I'm saying is, we need a plan that's 

alive, i.e., it's marched down the confirmation path. Because 

if equity checks out, if they tap out at that point, I want the 

bondholders and the TCC to say, you know what, legally I can't 

get paid more than in full, but I want to get paid in full and 

I need somebody to fund that plan today. And to get that done 

by June 30th, we need to have that committed amount of capital 

alive and being capable of being funded when that moment comes.

Now, Your Honor's right; maybe it won't come. Maybe 

it doesn't happen. But it might. And for me, the question 

isn't today whether Mr. Bennett and Mr. Karotkin are right on 

everything they say. It's what happens if they're wrong. What 

happens if they're wrong and we don't have the ability or the 

time to run things consecutively? We have to run them 

concurrently.

Another change, Your Honor, that we've had is the 

CPUC. In the OII that they filed, I think it's in pages 5 to 

9, they clearly contemplate competing plans.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 104

of 220
105

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

THE COURT: Yes, I saw that.

MR. DUNNE: Yep. And but what that means, it's right 

before they go through the timeline for their review and 

consideration of the plan. Why wouldn't we --

THE COURT: Well, I mean, they were just being 

realistic because it's a possibility, obviously, that probably 

they and others probably predicted it a few weeks ago and I 

fooled them. Not that I did it as intentional. The result was 

a surprise. But here we are again. Okay.

MR. DUNNE: So now that we're standing here today with 

that knowledge, why would we not avail ourselves of lining up a 

competing plan? Even if in Your Honor's mind you're viewing it 

as a fallback plan, why wouldn't we line that up, lift 

exclusivity, let it go to the CPUC, because we know that 

timeline works in the OII? 

What we don't know is, if the equity plan falls down 

in December, January, or February, we go back to Mr. Kornberg's 

client and says, can you get this done by the June 30th 

deadline. That's what I'm trying to avoid, Your Honor. And 

I'm hoping it resonates with you because I think it's a 

collective problem that we're trying to solve for because 

failure of the June 30th deadline really shouldn't be an 

option. I know I'm now channeling Ed Harris with the 

subjunctive, no less, but it's the real issue.

And there are a number of -- I'm going to use my last 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 105

of 220
106

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

minutes to say, what I think we should not do today -- or two 

things -- is to get into the corporate governance battle, 

because I think it is about paying creditors, both my 

constituents --

THE COURT: Um-hum.

MR. DUNNE: -- and the torts in full. The corporate 

governance issue I think is really going to fall into place 

based on where the estimation comes in. 

THE COURT: Right, right.

MR. DUNNE: I could answer your question before about 

plan valuation and feasibility, and I can answer two ways. 

That's going to come up whether you have one plan or two plans. 

And the other one is -- and it's going to be decided based on 

everything we just talked about, where the estimation number 

falls. 

THE COURT: That's right. Right.

MR. DUNNE: Because if it falls at a level they can 

fund, then we know that that's going to be that horse that gets 

rode off to the exit, and if it doesn't, then we have somebody 

else that can deal with it. And the corporate governance will 

ride along with that. It's not going to be anything you have 

to deal with.

Said another way, let's assume you only do one plan, 

it fails, and we have to then go to the bondholder/TCC plan. 

Well, the corporate governance -- we know what that's going to 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 106

of 220
107

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

look like once that estimation number is set.

I'd say two other pieces before I say my concluding 

remarks, Your Honor. 

I also think lifting exclusivity conduces a global 

settlement, meaning what we'd all like to -- or what I'd like 

to be in --

THE COURT: No, I know. Yeah, I know that. I mean, 

that's a given. I know that.

MR. DUNNE: And shouldn't we want to actually --

THE COURT: But you can say it again. I'm not trying 

to --

MR. DUNNE: Right. No, just that if we lift 

exclusivity on two plans, we can send those two plans to 

mediation. We can try to get one plan that the debtor supports 

and has the bondholder/TCC support to it as well, and then we 

can moot estimation and be on a glide path to confirmation. 

That's ultimately where we'd like to be. We submit that that 

requires terminating exclusivity, Your Honor. 

The last couple points -- because you're going to hear 

a lot about the infirmities in the plan. I think that those 

discussions are misplaced, so -- but we haven't picked a horse 

yet. And I can talk about issues on both of the plans, but I 

think for purposes of today, they're both viable for purposes 

of lifting exclusivity. They're subject to challenges and may 

or may not be confirmable at the end of the day, but what's 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 107

of 220
108

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

been helpful is to see the two different structures, the 

funding limits, and the supporters. And there are issues on 

the debtors' side, with respect to their bridge financing. 

Loans that become due within a year after emergence -- how is 

that feasible? You have the arguments about the reinstatement 

of the secured debt on the other side.

But what I view those is, yeah, that's noise, but that 

doesn't signal that one of these plans doesn't get ventilated 

through the usual process. What it means is that we're going 

to have the usual rhythms of objections, negotiations, rulings, 

and inevitable plan amendments. And it will occur in this 

case, too, and it would occur with respect to both plans. All 

I'm saying at the end of the day, Your Honor, is we need both 

plans to go forward to maximize the chance that when they fold, 

there's somebody there that's going to write the check and get 

this done. Because we all want this done by June 30th. And we 

submit that any other plan, any other path, is too risky.

Your Honor, on the PPI make whole issue that you're 

going to hear, I view that as a red herring for today. Your 

Honor has teed it up in advance.

THE COURT: Oh, yeah. I wasn't going to hear it 

today. I mean, I just wanted to get the schedule.

MR. DUNNE: Or that it militates in favor of don't 

lift exclusivity because they're -- they actually have a plan 

that pays at a contract rate; we have it at FJR. We're going 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 108

of 220
109

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

to find out the answer to that in a few weeks and one plan or 

the other will have to be amended accordingly.

And the same with the secured debt on both sides, 

where that's something that we're going to have to run out, in 

terms feasibility, the CPUC review. I'd echo, again, that we 

should get the CPUC two plans so that we know what their views 

are, with respect to the bondholder level of debt and the way 

that they're financing it. 

And I'll conclude by saying there has been a lot of 

change, Your Honor, since your prior ruling. We have the TCC 

now not just with a settled number, but a plan proponent. And 

when Your Honor asks well, what about corporate governance? 

The TCC's the fiduciary for the victims, they put that in the

mix, that I'm actually concerned about equity falling down more 

so than a corporate governance fight. And they balanced that 

and said, I'm still going to be a plan proponent and try to do 

the settlement because it maximizes our path forward.

The CPUC is allowing and contemplating, at least, 

competing plans. We have the ratepayers, both in the form of 

TURN and the public advocate's office for the CPUC, that have 

looked at the amount of debt on the bondholder/TCC plan and the 

form of it and the amount of it, and recognizing that that cost 

of capital is likely to get passed through to the rate base and 

are nevertheless supporting termination of exclusivity.

Your Honor, I'll conclude with one technical point, 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 109

of 220
110

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

because I often can't help myself on the technicalities, which 

is, I think it's also important to terminate exclusivity 

because, as you'll hear from Mr. Karotkin, I suspect, only the 

debtors have the ability to do a settlement under Rule 9019, 

and the debtors are not a party to the settlement between the 

bondholders and the tort committee. If you're a plan 

proponent, that changes. If you're a non-debtor plan proponent 

and you move forward with the plan that's -- and that plan 

embodies the settlement --

THE COURT: Well, it's not -- technically it's not a

9019 motion. It's a plan.

MR. DUNNE: Correct, but --

THE COURT: I mean --

MR. DUNNE: -- in In re Orton in the Ninth Circuit, it 

set the same standard --

THE COURT: No, I know that.

MR. DUNNE: -- of review for a 9019 settlement would 

govern.

THE COURT: I just said it was a technicality.

MR. DUNNE: Yeah. No, I agree. All I'm saying is, 

let's not make too much of that point that the debtors are not 

a party to the settlement because it can be approved as a 

settlement but only in a plan.

THE COURT: But that's the nature of a plan, a cram 

down plan. And this is just a reverse cram down. If this plan 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 110

of 220
111

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

is promoted and carries the day, it will be what I call a 

reverse cram down. It will be a plan that -- imposed upon a 

debtor who didn't invite it; but that's okay.

MR. DUNNE: Well, that's the nature of competing 

plans.

THE COURT: That's the nature of competing plans. I 

agree.

MR. DUNNE: All I'm saying is in order to preserve the 

benefit of having that number, we need to move forward with a 

plan because it's only through the plan vehicle that you're 

going to be able to kind of review or approve that settlement.

THE COURT: Okay.

MR. DUNNE: Thank you, Your Honor.

THE COURT: All right. I said that I would hear from 

the union and TURN for the last couple of minutes, and I want 

to move quickly. 

So counsel for the IBEW here?

Good afternoon.

MR. KNAPP: Good -- now afternoon, Your Honor.

THE COURT: Good afternoon.

MR. KNAPP: Brad Knapp with Locke Lord on behalf of 

the International Brotherhood of Electrical Workers, Local 

Union number 1245.

The IBEW represents the interests of more than 15,000 

PG&E employees and contractors who are tasked with the work of 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 111

of 220
112

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

operating and maintaining PG&E's infrastructure. Our members 

are concerned about their livelihoods and the uncertainty 

surrounding the future of their long-time employer. 

In the IBEW's view, allowing both the PG&E plan and 

the creditor plan to proceed in tandem provides the best path 

to mitigate this uncertainty.

THE COURT: Do you think the bondholders' plan 

violates the discrimination rule among equity holders --

MR. KNAPP: I think that's a conversation down the 

road. --

THE COURT: -- or your clients --

MR. KNAPP: I don't think it does, Your Honor, because 

I see it more as a post-confirmation employment issue less 

than --

THE COURT: Well, the statute says you've got to --

you can't have discrimination within a class, right?

MR. KNAPP: Well, the class gets diluted, as I 

understand it. And then based on their status as employees or 

retirees, there's a management decision made to -- sort of like 

the management incentive program.

THE COURT: I'm talking about truing up the equity 

position.

MR. KNAPP: Well, exactly. Exactly.

THE COURT: Not who stays on in the job, but rather go 

back to my hypothetical: union member A, retired school 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 112

of 220
113

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

teacher B. Retired school teacher B stock is wiped out, union 

member A's stays in place, right?

MR. KNAPP: I think that could be -- first of all, 

it's determined for down the road, but the question is whether 

it unfairly discriminates and whether it's fair and equitable. 

And so those are considerations that will have to be taken in. 

And if the Court determines it violates the absolute priority 

rule, then, you know, we'll have to address that down the road. 

But the more important aspect is, we need to have a 

viable exit because I think what the Court will hear, when it 

comes time for confirmation, is that AB 1054 is a big part of 

the feasibility consideration.

THE COURT: I'm well aware of that.

MR. KNAPP: And so if we can have both plans going 

now, then we have a better chance of meeting those requirements 

of AB 1054 on the timelines that have to meet and in a great 

position we're in, in an 1129(c) situation, and there's a 

decision to be made. But it all depends on how the estimation 

comes out. 

And so our view is, the best chance to get to that 

exit that takes advantage of the funds that are needed for a 

healthy exit are to allow both to move forward. It's just a 

precautionary measure that --

THE COURT: Okay.

MR. KNAPP: -- should be considered.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 113

of 220
114

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

THE COURT: I got it. Thanks, Mr. Knapp.

MR. KNAPP: Thank you.

THE COURT: Mr. Harris? Or Mr. Harris, are you the 

closer or your colleague?

MS. LACEY: Good morning, Your Honor. Alisa Lacey on 

behalf of Public Advocates Office.

MR. HARRIS: We're splitting two minutes, Your Honor.

MS. LACEY: I'll be very, very brief.

Your Honor, I would just follow up on the comments if 

IBEW, which is AB 1054 and ratepayer neutrality is a 

gatekeeping issue. At this point, Public Advocates Office has 

had its analysts go through the debtors' term sheet and has 

concluded that it is not ratepayer neutral. As a result, Your 

Honor, we do not believe that you have a plan pending before 

you presently which, in its current form, could satisfy AB 

1054.

THE COURT: Well, the CPUC will kill it if it's not 

rate neutral, won't it?

MS. LACEY: It will, Your Honor, but believing in Your 

Honor's early warning system, which you have mentioned at a 

couple of hearings that you like to get early warning of these 

things, Public Advocates Office wanted to bring to your 

attention that at this point, the plan, as proposed, is not 

ratepayer neutral.

THE COURT: Okay.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 114

of 220
115

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MS. LACEY: Thank you.

THE COURT: Mr. Harris?

MR. HARRIS: Your Honor, I agree with Ms. Lacey. TURN 

doesn't see the plan as ratepayer neutral either. We've seen 

information supplied by the bondholders. We expect that we 

presented it to this Court. We were gratified to see in the 

debtors' objection a statement that, for the first time, 

there's a need to assess the short- and long-term economic 

benefits of the bondholders' plan. We think that analysis, 

along with an analysis of the detriments of the bondholders' 

plan and the debtors' plan, needs to be put forth at the 

earliest possible time. Knowing if this plan is neutral, on 

average, to ratepayers will be an essential determination as to 

feasibility, and we therefore support any exclusivity now, so 

that two plans can be developed and evaluated at the same time. 

Thank you, Your Honor.

THE COURT: All right. Consistent with what I said 

during -- a few minutes ago, I'm going to call a fifteen-minute 

break, and when we resume, I'll hear from the debtor and the 

shareholder parties. I have forty-five minutes, and then we'll 

have a brief rebuttal, and then I'll send you all up to Judge 

Donato for the 2 o'clock calendar.

(Recess from 12:08 p.m., until 12:23 p.m.)

THE CLERK: All rise. Parties leave.

THE COURT: Okay. Are you up to bat, Mr. Karotkin?

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 115

of 220
116

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. KAROTKIN: Yes, sir.

THE COURT: Ready?

MR. KAROTKIN: Stephen Karotkin --

THE COURT: Good afternoon.

MR. KAROTKIN: Good afternoon, Your Honor. Stephen 

Karotkin, Weil, Gotshal & Manges for the debtors.

In terms of allocating the time, I'll take about 

twenty or twenty-five minutes, I believe, and Mr. Bennett would 

like about fifteen minutes.

THE COURT: Okay.

MR. KAROTKIN: But I guess considering how long the 

other people go, I assume we can go a lot longer if need be.

THE COURT: I thought I'd get you started again at 2 

o'clock. And maybe Mr. Orsini will have to stay here with you, 

too. I'll ship him up on our magic carpet.

MR. KAROTKIN: Okay.

THE COURT: I'm sure you can --

MR. KAROTKIN: No, we'll be --

THE COURT: -- do what you need.

MR. KAROTKIN: No problem, Your Honor.

THE COURT: Do what you need.

MR. KAROTKIN: No worries. Thank you.

THE COURT: Do the right thing.

MR. KAROTKIN: I'm going to do the right thing; that's 

for sure.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 116

of 220
117

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

So Your Honor, let's focus, again, on what your docket 

order said the other day. And I think you put your finger on 

it, like, what has happened since August 13th, when you issued 

your prior opinion, that has changed which would warrant you 

today, Your Honor, doing a 180-degree reversal of your views 

when you said at that time -- at that time, Your Honor, when 

you said, before the debtors had even filed their first plan, 

when you said, and I quote, "The debtors have placed before all 

a proposal that, if coxed and guided to maturity, should result 

in a proper outcome for all creditors without needing to deal 

with all the other issues." And those other issues, of course, 

Your Honor, being the litigation, the expense, the hostile 

takeover fight to which you referred earlier this morning that 

will inevitably arise in the context of competing plans; you 

know that better than anyone.

But what has occurred? What progress have the debtors 

made since that time? Again, to quote Your Honor the other day 

at the status conference, you said "substantial progress," and 

those were your words. The debtors have fulfilled all of their 

commitments that they told to the Court back in August at the 

prior exclusivity hearing.

So let's quickly summarize what has happened since 

then, Your Honor: On September 9th, as promised, the debtors 

filed their initial Chapter 11 plan, incorporating the onebillion-dollar settlement that the debtors negotiated. The 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 117

of 220
118

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

debtors negotiated in arm's length negotiations with the public 

entities.

THE COURT: With eighteen particular entities.

MR. KAROTKIN: Eighteen, which is the lion's share, by 

far, of all the public entity claims, Your Honor.

On September 13th, the debtors announced their 

agreement in principal with the subrogation claimants, 

compromising in settling twenty billion dollars of claims for 

eleven billion dollars, a forty-five percent discount. Again, 

a settlement achieved by the debtors as fiduciaries after hardfought negotiations with the subrogation claimants and, again, 

another settlement that our friends over here have elected to 

adopt into their plan, obviously recognizing the benefit of 

that settlement that the debtors achieved.

The debtors filed their amended plan on September 

23rd, 2019, incorporating that settlement with the subrogation 

claimants, notwithstanding a concerted effort by the ad hoc 

committee to frustrate that settlement, including calling 

members of the subrogation claimants committee up until the 

time the ink was dry on the signature pages for those 

settlements.

THE COURT: Well, some of those facts are not in the 

record, I don't think, are they? I don't think they're in the 

record. So you complained about your opponent making 

argument -- or testifying, so don't testify, please.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 118

of 220
119

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. KAROTKIN: Okay.

THE COURT: I understand. Look, you got your amended 

plan on file, consistent with the subrogation settlement.

MR. KAROTKIN: Yes, sir.

And what else have we done? We've gotten fourteen 

billion dollars of equity capital and we've gotten thirty-four 

billion dollars of committed debt capital, enough to fund the 

debtors' plan as it currently is proposed. Estimation 

proceedings are proceeding before Judge Donato in the Federal 

District Court, and in the State Court the Tubbs trial is 

proceeding in accordance with schedule to assure confirmation 

is achieved by the June 30th deadline. The CPUC has issued its 

order instituting its proceedings with respect to the debtors' 

plan to consider all regulatory approvals, again on schedule to 

meet the June 30, 2019, deadline.

And the debtors' plan, Your Honor -- again, the 

debtors, recognizing their fiduciary duties to all parties, 

does not grossly overpay the bondholders by needlessly 

reinstating their debt when it can be easily refinanced at 

lower rates and not paying, as a result of that -- of not 

reinstating that interest at the contract rate, which as you 

recognized, Your Honor, is not required under well-settled 

precedent in this district.

And what have the bondholders and the TCC done?

THE COURT: Well, stop for a minute. Do you think 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 119

of 220
120

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

that the overpayment of the interest, for example, makes their 

plan fatal, fatally unconfirmable? Or simply, if they want to 

overpay someone, they can overpay someone? Why is it 

fatally -- I mean, is it unconfirmable as a matter of law?

MR. KAROTKIN: I don't know that it's unconfirmable as 

a matter of law, but if Your Honor wants to endorse a threebillion-dollar imposition on the ratepayers of this state 

that's not necessary, you certainly can make that decision.

THE COURT: Well, no. It's not a question of 

endorsing. It's a question of giving the voters a choice.

MR. KAROTKIN: As I said, Your Honor, if you think 

it's in the interests -- and that's a good-faith proposal to 

impose three billion dollars of excessive costs on the 

ratepayers of this state, I assume you can make that 

determination. 

The debtors, as fiduciaries, don't think that's the 

right thing to do.

THE COURT: Okay.

MR. KAROTKIN: And I'm actually astonished that TURN 

thinks that's the right thing to do.

THE COURT: Well, you said that and I was surprised at 

that also, but you know.

MR. KAROTKIN: Okay. So what did the TCC and the ad 

hoc committee do? And it's very clear from Ms. Dumas' remarks 

the other day when we were here. It's very clear from the 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 120

of 220
121

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

remarks that were made today by counsel who are supporting 

exclusivity being terminated. What did they do? Did the TCC 

present evidence -- evidence as to the validity of their 

claims? Was that presented to anyone? We've been asking that 

for weeks and months: Give us evidence of the validity of your 

claims so that we can come to you with a legitimate proposal of 

how assets of these estates should be dedicated to pay those 

claims. Did they come to us and present that information? No.

What did Ms. Dumas say a few minutes ago? I'll tell 

you what she said, if I can just get my notes. She said, and 

these are --

THE COURT: Well, she said you're -- well, okay. You 

go ahead from your notes.

MR. KAROTKIN: She said, in her words, "We're all 

operating on imperfect information." She said, we believe the 

claims are high. We believe the claims are high; that's the 

same thing that Mr. Qureshi says. We believe that claims are 

high. But was any evidence presented? Has any evidence 

presented to any party in this case to prove the magnitude of 

that liability? No. What was presented at the negotiations 

between the TCC and the ad hoc committee? What was presented 

that caused the ad hoc committee to offer 14.5 billion dollars 

of this estate's money to the TCC in settlement of their 

claims? I'll tell you what was presented: a one-page sheet of 

paper prepared by Mr. Pitre, a plaintiff lawyer whom you've 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 121

of 220
122

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

met, setting forth his calculation of what he thinks the 

liability is. And that was good enough, Your Honor, for the ad 

hoc committee in passing out other people's money to the TCC? 

As I said, Your Honor, the debtors are fiduciaries.

THE COURT: Well, wait. I mean, I'll concede the 

obvious, that when somebody else decided to tell you how 

they're going to spend your money, there's a problem. But 

you're making much about how it came to pass. Why does it 

matter? The sponsors of the competing plan have said, we will 

go home if we get fourteen and a half billion dollars. You're 

being the debtors' advocate by saying, well, wait. I haven't 

committed to commit that money. I mean, no one's said that we 

owe that money, and that's a legitimate point. But that 

doesn't mean that they can't reach an agreement the way they 

did, does it?

MR. KAROTKIN: I think actually it does, Your Honor. 

I think you were one of the first people to say in this case 

that no money is leaving this estate unless people prove their 

claims.

THE COURT: Well, I understand.

MR. KAROTKIN: Okay?

THE COURT: I understand.

MR. KAROTKIN: That's what you said. We don't have a 

bar date. We don't have evidence of the validity of the 

claims. Notwithstanding that, what they did was they decided 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 122

of 220
123

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

what is the distributable value available.

THE COURT: Right.

MR. KAROTKIN: What is it? Not, are the claims worth 

this? Should they be paid this? Should seven billion dollars 

of equity value be taken away from the shareholders of this 

corporate?

THE COURT: But you also heard Ms. Dumas concede that, 

if the estimation by the District Court and/or Tubbs fire comes 

in higher, they're not going to try to get the higher number. 

So I mean, do you believe that?

MR. KAROTKIN: Do I believe it?

THE COURT: Well, do you believe that they're locked 

in? In other words --

MR. KAROTKIN: I don't know, Your Honor. Every day we 

get a new plan with different provisions from them.

THE COURT: Well, okay. But let's stick with the plan 

that they want to file. If Judge Donato makes a determination 

after the estimation trial and fixes a number that's higher 

than -- again, I'm going to back out the subro --

MR. KAROTKIN: Um-hum.

THE COURT: -- because that's a constant -- higher 

than thirteen and a half billion, I heard Ms. Dumas say the TCC 

will not try to get a higher number.

MR. KAROTKIN: And is Ms. Dumas, as you said, voting 

on this plan?

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 123

of 220
124

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

THE COURT: No, but I mean, no one --

MR. KAROTKIN: And do they control the votes of 

30,000, as they say, or 40,000 claimants who, Your Honor, are 

going to say, oh, notwithstanding that Judge Donato found the 

liability to be well in excess of fourteen billion dollars, 

nevertheless we'll accept that plan?

THE COURT: Well, I mean --

MR. KAROTKIN: And has FEMA agreed --

THE COURT: Well --

MR. KAROTKIN: -- to accept the plan?

THE COURT: But I mean, what am I --

MR. KAROTKIN: And have the other --

THE COURT: What am I supposed to do about it at this 

point? Anybody who proposes a plan is -- whether it's a debtor 

who proposes a plan or somebody on a hostile situation with a 

creditor's plan, says, this is what I think I want. This is 

what I want to go through the pipeline to these other folks, 

and the recipients, through their representatives, say, we'll 

accept that. I mean, that is a process, in and of itself.

MR. KAROTKIN: Your Honor, again, if you think under 

those -- you raised it yourself. You said, again, a little 

while ago, and you really think that plan will be voted 

successfully? You raised the issue, and I think you're 

absolutely right on that issue.

So let me tell you what will happen. Your Honor, 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 124

of 220
125

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

under AB 1054, in order to get the benefit of the go forward 

wildfire funds, there are specific provisions that basically 

say the wildfire claimants have to be paid in full --

THE COURT: Right.

MR. KAROTKIN: -- either by estimation or by 

agreement --

THE COURT: Or agreement, right.

MR. KAROTKIN: -- or otherwise.

THE COURT: Right.

MR. KAROTKIN: And what the debtors' plan says is that 

we will do that. And if it turns out, Your Honor, that Judge 

Donato estimates the liability higher than what our plan 

provides, as you said, the plan will be amended. We've 

demonstrated that there are plenty of alternative sources of 

capital out there to fund the plan. It doesn't have to come 

from the equity holders. It can come from somebody else.

THE COURT: Well, no, it can.

MR. KAROTKIN: And I --

THE COURT: But Mr. Qureshi makes the argument that --

or Ms. Dumas used the metaphor about gas in the tank. I mean, 

I think the argument that I heard was, the numbers may be such 

where there's no economic incentive for anybody to stay in.

MR. KAROTKIN: I will tell you, that applies to the ad 

hoc committee as well.

THE COURT: I know. I know. Of course, it does.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 125

of 220
126

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. KAROTKIN: They only have so much gas in the tank 

to put an equity investment in here.

THE COURT: Right. 

MR. KAROTKIN: And I'll tell you something, Your 

Honor, there's plenty of capital available in the market that 

will invest in this company and fund the plan and not at a 

seventeen percent discount. A seventeen percent discount to 

their own plan value, not to our plan value, but to their own 

plan value. There's plenty of capital out there to address 

that.

And if there is evidence, Your Honor -- and again, 

evidence provided, which causes Judge Donato to make that 

decision, then we will amend our plan to address it and make 

sure that this debtor gets the benefit of AB 1054.

THE COURT: But your opponents make the point about 

what if you are unable to do that. And I raised the question 

to you in my order. What's the downside? And I know the 

obvious downside, the expense and the delay and the fighting 

and the corporate control struggle, but --

MR. KAROTKIN: Don't minimize that, Your Honor.

THE COURT: Believe me, I'm not. I'm just one judge 

for this case, you know? And so if -- but the fact of the 

matter is, if for whatever reason the debtor can't pass muster 

and get a confirmable plan and we don't have an alternative, 

then you can kiss AB 1054 goodbye anyway, right?

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 126

of 220
127

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. KAROTKIN: Your Honor, at the levels we're talking 

about, they'll be gone, too, okay? And it's interesting what 

Mr. Dunne said before. First of all, there is a limit, as I 

said, as to how much equity capital anyone will put in this --

THE COURT: Right.

MR. KAROTKIN: -- in this debtor, including the ad 

hocs. As I'm sure you know, they're not charitable 

institutions.

THE COURT: I know.

MR. KAROTKIN: Okay?

THE COURT: That's true.

MR. KAROTKIN: They're not doing this for their 

health. Okay? And let's go back to what Mr. Dunne said. I 

think he said that, if it's determined that they're not 

entitled to the federal judgement rate of interest and they're 

not entitled to Make Wholes, what will happen? I think you 

asked that question.

THE COURT: I did.

MR. KAROTKIN: And he said, oh, don't worry. They'll 

amend the plan to cover that. That's nice of him to say, but 

at a deposition that took place last week, it was very clear 

from the ad hoc advisors, his testimony, that this is a package 

deal for them. The seventeen percent discount, reinstatement 

of their claims, with a contractual rate of interest, and 

continuing to receive the high coupon under the debt. This is 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 127

of 220
128

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

not -- this is not pick and choose what you want and I'll still 

be there.

And let me get -- let me address the issue that you 

said, Your Honor: What's the downside of competing plans? The 

downside is all of the things you mentioned: a hostile 

takeover, the litigation, all of that that will be attendant to 

that scenario. It happens in other cases. It's not 

beneficial. It's not going to create competition.

THE COURT: Well, that's what I said in my oral -- my 

written ruling last time around, that it's a sideshow for what 

we're here for, right?

MR. KAROTKIN: Exactly. And let me address that. So 

let's focus on what actually happened in this case. 

Your Honor, they came in here in August and they --

all of these people here, they said the same thing. Your 

Honor, terminating exclusivity will cause competition. It will 

move this case forward. It was a mantra. But what happened? 

You didn't terminate exclusivity. And what was the next thing 

that happened? The debtors negotiated the settlement with the 

subrogation claimants. That's what happened.

THE COURT: Well, how long did it take for the second 

motion to terminate exclusivity? Two more weeks? I mean, you 

know?

MR. KAROTKIN: Two more -- because that's -- I mean, 

they're serial filers. What can I tell you?

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 128

of 220
129

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

But that's what will happen, and that's why, Your 

Honor. The right answer here -- the right answer is not 

terminating exclusivity. The right answer is to maintain the 

status quo, appoint a mediator --

THE COURT: Well, no, I know, you've said that before. 

And believe me, I haven't ignored your suggestion. 

MR. KAROTKIN: But let me put that into context. And 

you did -- and we did reflect this in our papers. 

At the outset of this case, you heard from the tort 

claimants committee they were entitled to fifty billion; they 

were entitled to thirty billion. Now, they are at thirteen and 

a half billion. They said they're willing to take thirteen and 

a half billion. The delta has shrunk considerably. Eight and 

a half to thirteen and a half billion cries out for mediation. 

And Your Honor, we believe that, with an experienced mediator 

with experience in mass tort cases, that gap can be bridged. 

And that ought to have a chance of moving forward to see if it 

can be successful. And as you said, if that's successful, this 

case marches on to confirmation like a freight train; no one 

will oppose it.

And what's the prejudice, Your Honor, that's going to 

be suffered if, for thirty days or forty days, you say, okay, 

let's maintain the status quo; let's try mediation. No plan is 

going to be solicited until at the very, very, earliest, after 

the 1st of the year.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 129

of 220
130

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

THE COURT: Um-hum.

MR. KAROTKIN: How will they be prejudiced? There is 

no prejudice. And Your Honor, mediation -- mediation worked 

the last time. You know that better than anybody. And we are 

at a crossroads here. At this point in time, we are at a 

crossroads in this case. We have a settlement with the public 

entities.

THE COURT: Well, but even if I terminate exclusivity, 

there still can be mediation.

MR. KAROTKIN: No -- there can. But Your Honor, once 

you've --

THE COURT: There's perhaps more to mediate.

MR. KAROTKIN: No. When you terminate, the position 

of the parties will be galvanized. They will be emboldened to 

pursue their own plan and will be much less likely to achieve a 

compromise. Look exactly what -- do you think we would have 

achieved a compromise with the subrogation claimants if you had 

let them pursue their own plan? I don't think so.

THE COURT: I don't know.

MR. KAROTKIN: I don't think so. But that's where we 

are.

And you had raised -- just want to make one or two 

other points. You had raised the issue with the retirees and 

the employees. Obviously, that plan violates the 

discriminatory treatment --

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 130

of 220
131

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

THE COURT: Well, but I mean, the reason I did -- I 

mean, you're focusing on it, but to me, if there's anything out 

there having to do -- I don't care whether it's the -- at the 

script after the prior rule to the existing equity or the 

discrimination within a class of equity or some of these other, 

more esoteric things that bankruptcy lawyers get all excited 

about, they still seem to be getting and standing in the way of 

getting to the goal of getting the victims paid, and all of the 

other creditors. But nobody's -- you know, the other creditors 

are going to get paid. You made it clear. 

But Mr. Karotkin, what happens -- what happens -- what 

do I do if I don't allow the competing plan and your 

predications aren't fulfilled? That it's January or February 

or -- it's February and Judge Donato says thirty billion, and 

what do I do?

MR. KAROTKIN: First of all, if Judge Donato says 

thirty billion, these people are --

THE COURT: I know.

MR. KAROTKIN: -- they're history.

THE COURT: You've said that before.

MR. KAROTKIN: Okay?

THE COURT: But --

MR. KAROTKIN: But there are other sources of --

THE COURT: -- what happens?

MR. KAROTKIN: Okay. There are other sources of 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 131

of 220
132

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

capital to fund the plan.

THE COURT: Um-hum.

MR. KAROTKIN: It doesn't have to be existing equity, 

Your Honor.

THE COURT: No, I know that.

MR. KAROTKIN: Doesn't -- you know that better than 

anybody.

THE COURT: Of course, I know that.

MR. KAROTKIN: And if we get to that position, then we 

have a completely different plan scenario for everybody. 

That's where everybody is impaired.

THE COURT: Yeah.

MR. KAROTKIN: Mr. Dunne's clients are impaired.

THE COURT: Correct.

MR. KAROTKIN: Everybody is impaired. And at that 

point, neither of these plans will be moving forward.

All I'm telling you, Your Honor, is give us a chance 

to get a global consensus. Create the atmosphere to achieve a 

global consensus, and that's how these cases will move forward 

successfully.

THE COURT: Well, you know, at one of the prior 

hearings you might recall -- we covered a lot of hearings and a 

lot of subjects -- but at one point -- I'm going to think it's 

about three hearings ago -- I asked for any affirmative 

feedback about the specifics of the mediator, a mediator, or 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 132

of 220
133

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

the process. And you personally, or your client, the only one 

that responded in any way.

So I'm sort of like, is there anybody else that wants 

me to do this? And I know -- and I can, but it's not something 

that's easy to do because you've got to figure out who and when 

and what, and I don't think it's just the fire claim amounts, 

you know? You just made a point about experienced person 

dealing with the mass torts, but you previously, I think, in 

your paper said experienced bankruptcy person, too. 

So to some extent, these corporate control issues are 

prospective mediation points too, aren't they? No?

MR. KAROTKIN: I don't believe so.

THE COURT: You don't think so?

MR. KAROTKIN: No. Because if the tort --

THE COURT: Because you think that they're --

MR. KAROTKIN: -- if the tort liability is resolved, 

that goes away.

THE COURT: Well, if it's resolved consensually --

MR. KAROTKIN: That's what I mean, consensually.

THE COURT: -- and your client agrees. I mean, look. 

You heard Ms. Dumas say how happy she'd be if your client said, 

we'll take the thirteen and a half billion. And I said, well, 

let's see if you do, so --

MR. KAROTKIN: And Your Honor, if they --

THE COURT: No, we're not going to mediate this 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 133

of 220
134

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

publicly, but --

MR. KAROTKIN: No. If they presented evidence where 

we as fiduciaries could evaluate the claims, then --

THE COURT: Well, you know, you've said --

MR. KAROTKIN: But we can't -- but Your Honor, what we 

can't do is just accept their word for it.

THE COURT: No, you can't. I agree with you. But 

weren't we going to start with the claims deadline?

MR. KAROTKIN: Yes. Exactly.

THE COURT: And then even that may not be the maximum, 

right?

MR. KAROTKIN: It may not.

THE COURT: It will be some number, but we don't know.

MR. KAROTKIN: But it will give us -- Your Honor, 

right now, we're operating in an information vacuum. At least 

the bar date, which is a week and a half from now --

THE COURT: Right.

MR. KAROTKIN: -- will give us some more information. 

THE COURT: Well, it will probably give you at least 

some information about who hasn't filed claims rather than who 

has filed claims. Because the ones who have filed claims

may -- you know, there may be a lot of need to sort through 

them and figure out which ones are legit.

MR. KAROTKIN: Okay. But Your Honor --

THE COURT: Right?

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 134

of 220
135

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. KAROTKIN: -- now we have no information. And for 

you to terminate exclusivity in the face of no claims 

information, with a bar date not even having taken place, that 

to me would be unprecedented. The debtors are entitled to an 

opportunity to evaluate the claims, to get the claims 

information, and to determine -- and work with the tort claims

committee when they have the information to try to achieve a 

settlement here. And I think that's the right way to proceed.

We cannot, Your Honor, as fiduciaries, just agree to a 

number because Ms. Dumas and Mr. Pitre say they believe that's 

the number; that's not how a Chapter 11 works.

THE COURT: Is 8.4 your number?

MR. KAROTKIN: Pardon me?

THE COURT: Is your 8.4 a number that is supported by 

evidence?

MR. KAROTKIN: Our 8.4 is a bottoms-up analysis done 

by our experts --

THE COURT: Okay.

MR. KAROTKIN: -- over a long, long period of time.

THE COURT: Okay. But it's still a number. In other 

words, if somebody said, fine, let's just confirm that plan, 

you're not going to have a fit and say, no, that's really less?

MR. KAROTKIN: No.

THE COURT: I mean --

MR. KAROTKIN: Absolutely not.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 135

of 220
136

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

THE COURT: Well, okay. But I mean, there's -- there 

have been different views. Your colleague at the table there 

has publicly said frequently, there's no admission as to 

liability. And he's entitled to say that.

MR. KAROTKIN: We have put that in the plan.

THE COURT: Oh.

MR. KAROTKIN: And we will stand by that number.

THE COURT: Well, that's what I assumed.

MR. KAROTKIN: Of course. And as I said, Your Honor, 

let's have some evidence of what the claims are so the debtor 

as a fiduciary can make a reasoned judgment as to what is the 

appropriate amount. Give us a chance to do that. Give us a 

mediator to help us do that. And dispense with --

THE COURT: Well, again, I don't want to --

MR. KAROTKIN: -- all other litigation.

THE COURT: Look, I've said, two, three times, you, 

you and your client, are the ones that are saying it over and 

over and I'm not opposing it, but what I'm saying is, if I were 

a mediator in a case like this, I'd start by saying, okay, 

what's the support? I mean, we're back to the same question, 

aren't we? Your position, I'd presume, would be that your 

experts have told you that that number is a hard number, can't 

go lower. But if the mediator says, well, what's your number, 

to the other side, and they don't have an answer, then what 

happens to the mediation?

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 136

of 220
137

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. KAROTKIN: I assume they -- I assume they must 

have some information to support the amounts they're looking 

for. That would be astonishing that they have no 

information --

THE COURT: No, I agree.

MR. KAROTKIN: And that --

THE COURT: I agree.

MR. KAROTKIN: -- and that Your Honor would actually 

approve that type of payment, with no information.

THE COURT: Well, you're jumping the gun to what I 

would approve because I might not approve it until people vote 

on it. But if they vote on it and there's adequate disclosure, 

then I think we're somewhere.

But look, as we've said before, for the kind of 

statements that the TCC and their counsel have made earlier 

than even for their lawyer today to stand up and say, we'll 

take to the bank a 13.5 billion dollar plan doesn't mean that 

the votes are going to come in, but it's certainly, from my 

experience and I suspect from yours, when a committee supports 

something, they probably get the support of the constituents; 

don't you think?

MR. KAROTKIN: I think it depends on the individual 

circumstances of the case --

THE COURT: Okay. Fine, but --

MR. KAROTKIN: -- and who they represent, who's on the 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 137

of 220
138

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

committee; there are a lot of variables here, Your Honor, that 

we don't know about.

THE COURT: No, we don't. 

MR. KAROTKIN: So --

THE COURT: Okay.

MR. KAROTKIN: Okay?

THE COURT: Mr. Bennett, are you going to take over?

MR. BENNETT: Thank you, Your Honor. No.

MR. KAROTKIN: Yeah. Oh, I'm sorry, I made a -- Mr. 

Feldman wants two minutes, too.

THE COURT: Okay.

MR. KAROTKIN: Sorry. 

THE COURT: Mr. Feldman?

MR. FELDMAN: I will be brief, Your Honor. I really 

only want to make, I think, two points, and I think I can do it 

in less than two minutes.

THE COURT: I --

THE CLERK: We need an appearance.

THE COURT: We need --

MR. FELDMAN: For the record --

THE COURT: Yeah.

MR. FELDMAN: -- for the record, Matthew Feldman on 

behalf of the Ad Hoc Committee of Subrogation Claimants.

Your Honor, I think in a certain sense, you've teed 

this up, and we want to be as transparent as possible. We have 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 138

of 220
139

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

an eleven-billion-dollar-agreed-upon claim subject to this 

Court's approval in two weeks.

THE COURT: Right.

MR. FELDMAN: These are not apples-to-apples plans; 

we're going to park that issue for another time. We're not 

sure what we get under the bondholder plan, TCC plan. It's an 

eleven-billion-dollar face, but their form of consideration is 

subject --

THE COURT: Yeah, but that -- but that's about --

MR. FELDMAN: -- is subject to issue. 

THE COURT: But that's about the only issue, right?

MR. FELDMAN: Only issue.

THE COURT: I mean, it's a constant, for our purposes.

MR. FELDMAN: Only issue. But what I really want to 

address is something Mr. Dunne said, because he's -- I think 

he's wrong about one thing, and I think he hasn't thought 

through a second thing. He's wrong, Your Honor, to say that 

competition will be fostered and a global settlement will be 

reached if the Court were to lift exclusivity and create 

parallel plans. In fact, I think it's quite the opposite. And 

Mr. Karotkin hinted at it earlier, but I think it's worth 

saying it more clearly.

It's the threat of lifting exclusivity that drives 

people together and drives negotiations. If the Court were 

actually to lift exclusivity, it will be exactly as -- as Mr. 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 139

of 220
140

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Karotkin referenced; the parties will go to their corners and 

litigation will commence. And you think you're busy now, 

Judge, you will get even busier if that's the path the Court 

decides to take. That's one piece.

The second piece, I think, is more important, which is 

Ms. Dumas said something very important today. She said, it's 

a cap without a floor. We will agree no more than thirteen and 

a half billion dollars. If we go through estimation and it 

turns out that the claims are more than thirteen and a half 

billion dollars, we've agreed to a cap. That's great from a 

committee perspective, but in order to satisfy AB 1054, the 

language says that you have to be either estimated or 

liquidated, the claim, and paid in full. The committee can 

agree to a cap, but any individual --

THE COURT: Well, no. But that was my point.

MR. FELDMAN: -- any individual tort claimant.

THE COURT: One person --

MR. FELDMAN: Well, you made the point, Your Honor --

THE COURT: Yeah.

MR. FELDMAN: -- in conjunction with best interest 

test and in conjunction with whether or not you can meet 1129 

standards. I'm saying you can't get out of first base. You 

can't meet AB 1054 and access the wildfire fund, so why would 

we ever want to see that plan --

THE COURT: And tell just --

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 140

of 220
141

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. FELDMAN: -- on a parallel path?

THE COURT: Fill that out. Explain that in more 

detail.

MR. FELDMAN: Yeah.

THE COURT: So let's assume that the TCC's plan is on 

the table and Ms. Dumas's figure of 13.5 billion for the 

victims is embedded into that plan.

MR. FELDMAN: Correct.

THE COURT: You're saying that --

MR. FELDMAN: And now we go through estimation and 

Judge Donato and the Tubbs judge come back and, in fact, the 

victims are entitled to --

THE COURT: Higher.

MR. FELDMAN: -- eighteen billion dollars, just to --

THE COURT: Yeah, X. 

MR. FELDMAN: -- whatever it is.

THE COURT: Anything more than thirteen and a half. 

Okay.

MR. FELDMAN: More than thirteen and a half. 

Anybody who doesn't consent to that thirteen and a half 

recovery by voting in favor of the plan is entitled, in order 

to meet the standards of AB 1054, to payment in full based on 

the estimated amount.

THE COURT: And the argument would be what, that it 

simply doesn't comply with the law?

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 141

of 220
142

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. FELDMAN: Correct.

THE COURT: But the law says what the Court 

determines.

MR. FELDMAN: But the Court has determined that the 

estimate of claims is above the thirteen-and-a-half billion 

dollars.

THE COURT: Okay. Okay, so it's the -- it's the 

district judge's determination of the value, not the bankruptcy 

court's determination of what the plan -- the accepted plan 

provided for.

MR. FELDMAN: It has to be correct, Your Honor. That 

has to be what the --

THE COURT: Well, I mean, I think --

MR. FELDMAN: -- statute means.

THE COURT: -- I think I'm agreeing with you.

MR. FELDMAN: Yeah.

THE COURT: But we none of us have much experience 

with AB 1054, right?

MR. FELDMAN: My goal in all of these cases, Judge, is 

not to make law, and I'd like to not make law on AB 1054; I'd 

like the company to emerge in June and get access to the 

Wildfire Fund.

THE COURT: No, but the language -- I mean, it's a 

long difficult statute, but as I recall, the provisions in 

there on that amount are -- is pretty straightforward, and it 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 142

of 220
143

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

seems --

MR. FELDMAN: Pretty straightforward.

THE COURT: -- to say pay them an agreed amount. But 

the statute doesn't get into the niceties of percentages and 

acceptance ratios --

MR. FELDMAN: It doesn't get into percentages, but it 

specifically says "estimate".

THE COURT: Correct. Correct. But -- yeah, that's 

right. So okay, we're in -- but then you're -- on the flip 

side is, if the estimation is below the number, then you have a 

different problem, but that's not an AB --

MR. FELDMAN: Well, I don't think we have a different 

problem. If I understand Ms. Dumas, which I think is a really 

important point, she has said we would agree to a lower amount 

if the estimation and the Tubbs trial come out at a lower 

amount. I think I heard her very clearly say that.

THE COURT: No, but I think Mr. Qureshi made the point 

that he agrees that if the court -- district court determined a 

lower amount, the plan's not confirmable, because Mr. Bennett 

over there would tell us, correctly, that it would violate the 

absolute priority rule by overpaying the claim amount.

MR. FELDMAN: Correct, and then --

THE COURT: And so --

MR. FELDMAN: -- Ms. Dumas corrected that to say that 

they would take the lesser amount.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 143

of 220
144

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

THE COURT: Yeah.

MR. FELDMAN: But I don't think that problem exists 

anymore.

THE COURT: So but the AB 1054 issue doesn't exist 

either, if --

MR. FELDMAN: Correct.

THE COURT: -- if it's the amount. It's only if the 

amount is higher --

MR. FELDMAN: Correct. But the whole purpose of Mr. 

Dunne's colloquy was to say there's financing for an even 

higher amount, Your Honor. And in fact, I think it's not -- I 

think it's a red herring, is what it --

THE COURT: So AB 1054 says that parties can reach an 

agreement or the court can estimate.

MR. FELDMAN: Right.

THE COURT: So what do you do with the hold out --

MR. FELDMAN: Correct.

THE COURT: -- what do you do -- I mean, what do you 

do as far as a mediation process? How do you bind everybody?

MR. FELDMAN: In a mediation, Your Honor -- and I --

that's the debtors' advocation of a mediation -- I think we 

have to go through estimation, at the end of the day. 

THE COURT: Even if the TCC agrees?

MR. FELDMAN: I think if the TCC can get on board, 

they can do what we've done with our group, which is we've said 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 144

of 220
145

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

we'll take eleven billion dollars, and our group members will 

take the risk that someone is entitled, at the end of the day, 

to a higher amount of money than they're getting under our 

allocation. 

We've said to the Court when we teed this up, that we 

would take on that risk. If the TCC and the individual 

plaintiffs want to do that as well, I think they could do that. 

It may result in disparate recoveries within a particular fire, 

but that's a risk that's a group risk, not an individual risk.

THE COURT: Okay.

MR. FELDMAN: Thank you.

THE COURT: Thank you, Mr. Feldman.

Mr. Bennett?

MR. BENNETT: Thank you, Your Honor. 

THE COURT: And Mr. Karotkin said you would like 

twenty; is that right?

MR. BENNETT: I wanted twenty, he cut me to fifteen, 

but I won't use --

THE COURT: You can have twenty if you want.

MR. BENNETT: Thank you, Your Honor. I'll try not to 

use all of it.

So I have a lot of different points I wanted to make, 

because there are different -- there are a lot of different 

things flying around this morning.

First relatively narrow confined issue, in many places 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 145

of 220
146

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

in the so-called alternative plan, it provides that contract 

rates will be paid to matured claims, not just the reinstated 

claims. In everywhere where that term appears, it is illegal 

in the Ninth Circuit. 

So I want to be perfectly clear. A plan that contains 

that term is not confirmable, and we would say it's not 

confirmable both in the context of reinstatement, where 

reinstatement is so economically disadvantageous to the debtor 

and to ratepayers, but in the -- clearly with respect to 

matured claims, like debts and bonds that have already matured, 

credit facilities that have already matured, contract claims 

that have already matured, to the extent that you provide in a 

plan filed in the Ninth Circuit, for contract rate interest, 

which is higher than federal judgment rate interest --

THE COURT: So you think --

MR. BENNETT: -- that's not --

THE COURT: -- Cardelucci applies to matured and --

but you would -- you'd also made the point in your opposition 

that paying any interest on unmatured claims is a different 

flaw.

MR. BENNETT: It acts -- in this instance, because 

they've tried to reinstate them and create a separate 

transaction, which indirectly causes them to be secured, 

they've basically taken old, high, unsecured interest rates and 

applied them to new secured debt. That's a huge value 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 146

of 220
147

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

transfer. I think it's --

THE COURT: So if that plan -- but if that plan were 

on the table, and it's time to submit objections, you would 

object on the matter of law, and --

MR. BENNETT: Absolutely.

THE COURT: -- and if you were right, they would amend 

it, simple enough, right? I mean, it's like everything else.

MR. BENNETT: I suppose that's right. I suppose, 

though, that when you're dealing with kind of clear -- not kind 

of clear -- absolutely clear Ninth Circuit authority, we 

shouldn't have that extra detour, but that's okay. I am -- my 

job is to deal with things like that.

THE COURT: But on your side, Mr. Karotkin made the 

point that, for example, if the ruling goes the other way on 

the interest, the debtor will just amend the claim up. So I 

mean, if the debtor can -- I mean, amend the plan up. So if 

the debtor can amend the plan up to make it legal, the 

proponents of the opposing plan can reduce their plan --

MR. BENNETT: Well --

THE COURT: -- their claim -- their amount to make it 

legal.

MR. BENNETT: And by the way, actually, there's a big 

difference there. I think their commitments disappear if that 

happens.

THE COURT: Why does -- why is that?

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 147

of 220
148

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. BENNETT: Because they provide that the plan has 

to include the --

THE COURT: Oh, the funding.

MR. BENNETT: -- the funding of the interest. So I 

think that's a fundamental difference. And we're going to come 

to their commitments in a second, because I think that they 

glanced past them rather quickly.

The next point on my agenda is the assertion that 

somehow the financing parties that are supporting the debtors' 

plan are going to run out of gas. And that was mainly directed 

to the equity holders.

Mr. Karotkin is correct that there's a couple of 

things you have to remember about the debtors' plan. One is, 

it's not only supported by equity-holder financing; and 

secondly, the equity-holder financing is very different than 

the bondholder financing. It's a backstop which allows the 

debtors to sell stock to the highest bidders, wherever they may 

be.

And one of the differences in the bondholder 

commitment is that it requires that the stock be sold to the 

bondholders, at their price. So the financing structure that 

the debtors negotiated with us -- this was an arm's-length 

discussion, a little more than a week of intensive 

negotiations -- resulted in a structure that actually gives the 

debtor the opportunity and ability to get financing from any 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 148

of 220
149

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

source they want to. And the shareholder backstop is truly a 

backstop; it's not a force financing; it's a strictly 

protective structure. Totally different.

Okay. So my first real discussion about financing is 

around where did this allegation come from that somehow the 

debtors' financing was going to run out of gas? One of the 

things we all do before we get to a hearing in the morning is 

we read the pleadings where this started. And there was a 

motion to terminate exclusivity.

And in the motion to terminate exclusivity there are 

three complaints about the debtors' plan. And I'm on page 9, 

paragraph 14. Your Honor probably remembers them.

THE COURT: Oh, of course.

MR. BENNETT: The first one was that the plan was 

dramatically underfunded because they only had two signed 

commitments on the first day. They only have Abrams and 

Knighthead, and they didn't have the rest.

The argument was you've got one-point --

THE COURT: One-and-a-half I think that was --

MR. BENNETT: -- one-and-a-half billion --

THE COURT: One-and-a-half --

MR. BENNETT: -- and you need fourteen. Okay?

Well, actually, more than fourteen came in. The 

debtors have the haircut, and the debtors cut back everybody's 

commitments to fit them within the required fourteen. And the 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 149

of 220
150

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

debtors went out and got supplemental financing.

So how this started was not a new argument that 

they're going to run out of gas, it was well, you don't have 

the financing you need. Well, let's now understand where we 

are, based on the record -- let's try to confine ourselves to 

the record. All of the financing the debtors said they would 

need actually showed up. In fact, one of the tranches and 

maybe others -- if I'm not remembering correctly, Mr. Karotkin 

can tell me -- but the equity tranche was oversubscribed. 

Okay?

Now, as to this point -- we'll come to this in a 

second -- they said well, we know that's not going to work 

anymore, so we have to invent a new one. And so they said, 

well, the debtors are going to run out of gas, and the people 

we think are going to run out of gas are the equity. And we 

think the debtors are going to run out of gas because it's just 

about seven billion dollars' worth of equity value, and oh, by 

the way, we think we know what the reorganization value is.

Well, but wait a minute. None of that is evidence 

about what the shareholders are willing to do. Again, last 

round oversubscribed. Oh, one more part of the evidence. That 

was the second round of commitments. When the first round 

didn't fit the facts as the debtors' plan evolved, about a 

week-and-a-half later, the second one showed up extraordinarily 

rapidly.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 150

of 220
151

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

So what are the facts before the Court? The facts 

before the Court are: oversubscribed financing, delivered when 

they said it would be delivered, and oh, by the way, not the 

first time, it's the second time. Okay?

So we know what happened. Those are the facts. The 

idea that it wouldn't happen again, that's speculative. 

There's no evidence of that. They did nothing to try to create 

evidence of that.

What has happened, Your Honor, is they had to invent a 

new argument because their old one fell flat. Okay. Just for 

completeness purposes before we get back to their commitment, 

which I want to do, the other two complaints were -- it's 

important to remember, the subro settlement was overpayment. 

That's what they said. They said in their papers, the subro 

settlement is too much. Now, of course, the ink was barely dry 

on that when they changed their minds and they said, the subro 

settlement is perfect. We embrace it. Okay. I'm waiting for 

next for them to say the subro payment should be higher because 

we'd like to buy their votes away. But please, remember, you 

are asked to terminate exclusivity because the subro settlement 

was too high and then they embraced it.

And then the last one was that they were dramatically 

undercompensating the bondholders -- that the debtors were 

dramatically undercompensating the bondholders, and they were 

dramatically undercompensating the tort claimants. Well, the 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 151

of 220
152

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

bondholders -- that's all about the fight about contract 

interest in Make Wholes. There's about to be a briefing 

schedule. I thought it was going to be before this hearing. 

But there will be a briefing schedule at which Your Honor will 

decide that, and I agree that's going to get decided for any 

plan, and I'm looking forward to that set of advocacy. But 

now, the last thing was we were underpaying the tort claimants. 

Okay. This is a good place -- and I'll come back to 

their commitment. I don't want to forget it. This is a good 

place to shift to something else. And what am I shifting to? 

So evidence in the case. Your Honor talked about evidence. 

One of the things that Mr. Karotkin attached to his papers was 

the full deposition transcript of the Brent (phonetic) 

Williams' deposition. I don't know if you got a chance to read 

it. I encourage you to do so before you decide the exclusivity 

motion, but I'm going to zero in on one noteworthy section, and 

I'll pause so that people can follow it to make sure I don't 

misquote a single word, and that is page 127 of the Williams' 

deposition. It starts kind of in the middle of the page. 

So who is Mr. Williams? Mr. Williams is the financial 

advisor to the TCC, the person they put up as having the most 

knowledge about their negotiations with the bondholders and a 

vast array of other things. And there's a lot about that 

deposition transcript that Mr. Karotkin cites, including the 

apparently undisputed fact that number one -- or two facts. 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 152

of 220
153

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Number one, that the bondholders never challenged the TCC on 

the amount of their claims, that they just got their forty-sixbillion-dollar estimate and said, okay. Let's move on. And 

then the second thing that it says is that the TCC never 

challenged the bondholders' entitlement to contract rate 

interest or Make Wholes. That is -- comes up over and over 

again. 

But this was the part that was incredibly striking to 

me and that you cannot disregard. At page 127 Mr. Williams is 

asked:

"Q. How much would it take to pay them" -- is the 

word in the transcript, but he means the individual wildfire 

claimants -- "in full?"

Answer by Mr. Williams:

"A. I have no idea.

Mr. Orsini:

"Q. Because you haven't done that analysis?"

Mr. Williams:

"A. That, and we haven't had our bar date."

I can't help finding that testimony dramatically 

disconsonant with what happened here today where everybody 

walked into Your Honor and said, well, you have to deal with 

claims being more than 8.4 billion dollars that the debtor 

calculated them at. Their professionals have no idea. Their 

professionals say the bar date is important. 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 153

of 220
154

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

There are many ways, I suppose, Your Honor, where 

plans can be formulated, but against this backdrop, the plan 

that the -- that our -- that the TCC and the bondholders would 

like to see filed and exclusivity terminated, not on this 

record. Not on this record, which is embedded in --

THE COURT: So what's going to happen on October 22nd 

or -3rd or -4th?

MR. BENNETT: We're going to get there. So there's 

another part that's kind of interesting that I don't think I'm 

going out of bounds on, which is that I actually have some more 

information now. Everybody in the courtroom has some more 

information now. Why? Because roughly -- it's not a week 

even. But I'll say roughly a week ago, the BrownGreer database 

was made available but with a condition. I'm not allowed to 

talk about it to you until October 21st, okay?

THE COURT: Or probably the 22nd.

MR. BENNETT: Well, no. It says that the condition is 

it's not -- I am not allowed to talk to you about it until 

October 21st. That is in --

THE COURT: Okay. Then don't. Don't say it, then.

MR. BENNETT: I'm not going to. But that mere fact 

ought to focus the mind as to the effort and the extent to 

which the TCC and the bondholders want to walk into court and 

throw around big numbers, but at the end of the day prevent 

anyone from actually talking about real numbers. If you're 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 154

of 220
155

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

going to make a decision, Your Honor, to modify exclusivity, 

let's do it on real numbers. 

The 21st is going to be an important day. You're 

right. Analysis is going to take some time. We've got a 

little bit of a head start because of BrownGreer. We have a 

little bit of an additional head start because of information 

that we've received from the subros, but information will be 

coming soon.

But against this background -- against this background 

of a financial advisor having no idea and because he didn't do 

the analysis and he haven't had our bar date, how can it 

possibly be that the debtors' approach of relying on their own 

estimates for the time being subject to amended -- we're 

already dealing with the first amended plan. How can it 

possibly that that's not a reasonable way to proceed, 

particularly where, as Mr. Karotkin accurately pointed out, the 

only major settlements in this case were negotiated by the 

debtors during exclusivity (indiscernible)?

THE COURT: Mr. Bennett, how many times do you see 

plans that are filed, typically by debtors but perhaps by 

opponents, that don't have all the T's crossed and all the I's 

dotted, I mean, including the simple case that says I'm going 

to sell black acre to the buyer? I just don't have a buyer 

yet. You don't toss the plan. You let the plan start to 

mature a bit and give an opportunity to the proponent to show 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 155

of 220
156

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

that it's doable. What --

MR. BENNETT: Your Honor --

THE COURT: What's difference about this other than 

it's --

MR. BENNETT: Okay.

THE COURT: -- big?

MR. BENNETT: That's a softball.

THE COURT: Yeah.

MR. BENNETT: There's two differences.

THE COURT: Okay. Softball -- hit it.

MR. BENNETT: One, no data, at all. Okay.

THE COURT: But data will be somewhere next week --

MR. BENNETT: Okay.

THE COURT: -- two weeks.

MR. BENNETT: But let's now talk about the true 

foundations of the plan.

THE COURT: No, no. I'm not going to refuse your 

argument, but I'm just saying, do you throw a plan out when the 

proponent doesn't have all the answers on the day he or she 

files it?

MR. BENNETT: The question is, do you determine 

exclusivity for a plan, one that is not grounded on any facts 

because the proponent says the fact don't exist yet or they 

haven't found out what they were --

THE COURT: Okay.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 156

of 220
157

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MR. BENNETT: -- and when it has an illegitimate 

foundation?

THE COURT: Okay.

MR. BENNETT: So now, let me talk to the next point.

THE COURT: Okay.

MR. BENNETT: So there is attached as Exhibit 8, the 

debtors' motion, a short email. There's actually two emails --

THE COURT: Yeah. I don't want to hear that again. 

That -- I'm not going to get into that subject.

MR. BENNETT: Well, can I --

THE COURT: I read them. The whole one sentence.

MR. BENNETT: There's another --

THE COURT: I felt like I was watching CNN.

MR. BENNETT: Okay. Well, I want you, Your Honor, to 

see the rest of the email exchange, which was not reproduced, 

okay?

THE COURT: Well, then why should I consider if it 

wasn't in the record?

MR. BENNETT: No, no. It was in the record. They 

just used one copy instead of another one. This is a produced 

document with the base language below it. And if Your Honor 

will permit me, I have a bunch of copies for other copies, but 

if I can approach with one for you --

THE COURT: But let me tell you, I want to focus on 

whether we should have a competing plan, not what somebody in 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 157

of 220
158

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

the heat of battle said something, lawyer to lawyer. You know, 

this isn't kindergarten. There are no bad words. People can 

use hard language if they want. 

MR. BENNETT: Yeah. Your Honor, they can, but I think 

Your Honor has to see the --

THE COURT: I suspect you probably haven't always used 

the king's English, and every time you've been in a tough, 

hard -- imagine back there with the Dodgers and Magic Johnson 

wanted to get the Dodgers out of bankruptcy, and I bet you 

there was some hard language.

Go ahead.

MR. BENNETT: Actually, there wasn't really.

THE COURT: I'm sure. I'm sure they all just 

collapsed.

MR. BENNETT: He was actually a perfect gentleman.

THE COURT: What do you want me to read here?

MR. BENNETT: Okay. So I have two context points, 

which I don't think was made clear in the papers. Number one, 

why does -- I'm not even going to quote the language. Why does 

Mr. Pitre send an email at all? It's in response to the 

announcement of a settlement.

THE COURT: Yeah, I know.

MR. BENNETT: It's one of the positive developments in 

this case. Okay. So one of the problems I had when I read 

this is, okay. I can understand why in the heat of battle and 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 158

of 220
159

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

for other purposes this quote might come out. I'm having 

trouble wondering why this quote comes out after everyone has 

to regard was a seminal event in the cases and that within days 

would be embraced by the bondholders and the TCC as an 

appropriate settlement?

Now, I want you to look at the top email. So this is 

actually lawyer to lawyer, by the way. This is --

THE COURT: No. I know it isn't.

MR. BENNETT: This is lawyer to a business person, 

Jeff Rosenbaum (phonetic) --

THE COURT: Yes, I understand.

MR. BENNETT: -- who by the way is a bankruptcy 

expert. Ms. Dumas is on it as well. And --

THE COURT: Yes. I see that.

MR. BENNETT: -- if I got an email like Mr. Pitre's, I 

would probably write back something to the effect of, you know, 

this isn't actually what we're doing. When you're proposing a 

plan of reorganization, you're trying to solve everybody's 

problems, not just your own. That's what a successful plan of 

reorganization is. That's when the Court should be thinking 

about terminating exclusivity.

But no. No one says, gee, we don't -- we want a plan 

that should be broadly acceptable, should meet the needs of all 

constituencies. If there's anything that Mr. Pitre is saying 

is his plans only designed for one purpose. Now, Mr. Rosenbaum 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 159

of 220
160

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

says --

THE COURT: Mr. Pitre -- I mean, this is why I don't 

want to make this personal, but he is only representing fire 

victims. He's not here as some sort of ombudsman to reorganize 

PG&E. He's trying to get his clients paid.

MR. BENNETT: Okay. And Mr. Rosenbloom, who is 

supposedly being the adversary in that settlement discussion, 

doesn't say cool it. We don't do that. We're doing something 

else. He says, let's get together and do exactly what you 

want.

THE COURT: Well, it isn't quite what it says. It 

says, let us know. But I mean, what do you want me to make of 

this?

MR. BENNETT: I want --

THE COURT: I can't believe we're wasting time on 

this.

MR. BENNETT: The question is whether exclusivity 

should be terminated --

THE COURT: Right.

MR. BENNETT: -- for a plan that number one is founded 

on no information, whatsoever --

THE COURT: That's --

MR. BENNETT: -- and number two --

THE COURT: That's right.

MR. BENNETT: -- has suspect underpinnings?

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 160

of 220
161

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

THE COURT: But what -- okay.

MR. BENNETT: Last point.

THE COURT: That's your point.

MR. BENNETT: Last point is that -- so Your Honor has 

been told that the commitments by the shareholders and the 

other commitments that have been obtained by the company are 

going to fall away and they're going to disappear. So but the 

record in the case includes behind -- and there's two versions 

of the letter -- but behind notices of filing of amended 

commitment letter of certain members of the ad hoc committee of 

senior unsecured noteholders and then I think there was one 

more revision that came later. So there were two revisions.

Paragraph 2 is just an example, not the only place in 

those commitments, is where in three places the commitment is 

only enforceable if in the sole discretion of the commitment 

parties constituting the majority every single document that is 

later produced is acceptable to them, three times. Then -- in 

the third instance, the sole discretion qualifier is they get 

to decide whether there's been a termination event.

THE COURT: I'm trying to keep up with you. Which 

document are you looking at now?

MR. BENNETT: This is the commitment from the 

bondholders.

THE COURT: From them?

MR. BENNETT: From them.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 161

of 220
162

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

THE COURT: Yeah.

MR. BENNETT: Okay. You will not find this kind of 

language in the commitments that was negotiated between --

THE COURT: But so what? I mean, am I supposed to --

MR. BENNETT: They're --

THE COURT: -- think that the deal turns on that? I 

mean, these people aren't -- nor your side. People aren't in 

this game because they want to take hike. It's because they 

want to be in the game.

MR. BENNETT: You need them to be there when things 

get rough.

THE COURT: Correct.

MR. BENNETT: And this one is not going to be there 

when it gets rough. The question is, which commitment was 

illusory, and the assertion, even by Mr. Dunne, who should know 

better, was that the commitments that were negotiated arm's 

length between the company and the holders were somehow not 

going to be there and would disappear. The ones that disappear 

are the ones that have a signature that say, in our sole and 

absolute discretion we get to decide what the documents say. 

In our sole discretion, we get to decide if conditions are met 

or not met. Those are commitments that are going to disappear.

THE COURT: Okay. Are we done?

MR. BENNETT: Your Honor, this has been a lot of 

progress. You should keep the cases exactly where they are. 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 162

of 220
163

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

By the way, we support the debtors' view for the same reason I 

said at the last hearing that a mediation would be a good 

thing. I think one of the principal problems here is lack of 

information, lack of sharing information. Strong mediators are 

able to solve that problem.

THE COURT: That's true.

MR. BENNETT: And that's a major problem. Thank you, 

Your Honor.

THE COURT: Thank you, Mr. Bennett.

Anyone else want to be heard in supporting the 

debtors' side? I think -- okay. We'll go back to -- Mr. 

Karetzi (phonetic), are you the closer? Are you the one -- you 

said you want to reserve ten minutes, right?

MR. KARETZI: Your Honor, we're going to divide it up, 

if that's okay. Ms. Dumas is going to go first.

THE COURT: Okay. And for those of you who are 

anxious to see (indiscernible), I'm going to get you out of 

here a little bit before then.

MS. DUMAS: Thank you, Your Honor. Cecily Dumas, 

Baker & Hostetler on behalf of the official committee of tort 

claimants. I'm going to take thirty seconds at the podium, and 

then I would like to cede a bit of my time to Mr. Pitre, not to 

talk about the email --

THE COURT: If he wants to get up and defend himself 

on the email, I don't want to hear it.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 163

of 220
164

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MS. DUMAS: No, no, no. I said, not related to the 

email.

Just one clarification from what's been said about the 

access to information, the BrownGreer database, which has been 

made available to the debtors in the official committee of 

unsecured creditors, that in and of itself contains over 30,000 

claims. It's really just the logistical issue associated with 

getting that many claims from BrownGreer to Prime Clerk, that 

they're not completely in there yet. So they've got plenty of 

claims information, and I have no doubt that Mr. Orsini has 150 

minions using Google Earth to actually look at all the 

structures of the addresses that are in BrownGreer right now. 

So this is --

THE COURT: You didn't have to say that. Are the 

claims going to be filed? Is that your understanding, that the 

claims will be filed by the deadline?

MS. DUMAS: My understanding, Your Honor --

THE COURT: Okay.

MS. DUMAS: -- with due respect to the capabilities of 

Prime Clerk is that their system is unable to take the 30- to 

35,000 claims in an easy fashion and that they are logistically 

circumscribed by the number of claims they can batch upload 

every day. My point is that they have had access to those 

claims. They've spent hundreds of millions of dollars figuring 

out what these claims are worth. So they know. And to Mr. 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 164

of 220
165

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Karotkin's 8.4 billion, our 8.4 billion number is solid.

Let's go back into the world of reality for just a 

moment. That 8.4 under the debtors' plan is really 6.9 when 

you take subro and PE out, and that bucket is for the victims, 

FEMA, CAL FIRE, and other state agencies, CPUC finds, and any 

other --

THE COURT: Yeah. You said that before.

MS. DUMAS: -- governmental entity. Okay.

THE COURT: I got that before.

MS. DUMAS: So this is not a high bar. It's not like 

another round of mediation for which there have been many will 

not -- will do something magically different. We simply 

disagree. We'll go to estimation. The final point I want to 

make --

THE COURT: What does that mean? You won't 

participate in mediation?

MS. DUMAS: If we're required to go to mediation --

THE COURT: Well, no --

MS. DUMAS: We have no basis --

THE COURT: I want to know are you unwilling --

MS. DUMAS: We have no basis to conclude --

THE COURT: Is the committee unwilling to do it 

voluntarily? 

MS. DUMAS: The committee believes --

THE COURT: Is the only way I'm going to get you to 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 165

of 220
166

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

mediate is to order it?

MS. DUMAS: The committee believes that no mediation 

prior to lifting exclusivity will be any more productive than 

any of the other dozens of mediations conducted with qualified 

mediators.

THE COURT: So that means that at least for now, you 

and your client are not -- you're only going to go in the face 

of exclusivity if you're ordered to do it?

MS. DUMAS: Yes. That's right, Your Honor.

THE COURT: Okay.

MS. DUMAS: We've tried very, very hard, 

unsuccessfully. And the last point I want to make, which 

should go without saying in the PG&E case, but the issues that 

have been bandied about by the Court and other parties about 

the corporate governance fight, to the public, to my 

constituents, these arguments ring very hollow when we're 

talking about a felon, we're talking about a utility that has 

blown up neighborhoods, burned down towns. I mean, so what if 

there's a replacement of the board and the management of PG&E. 

Yes, it's --

THE COURT: I think you've --

MR. BENNETT: -- a little bit of a hassle --

THE COURT: Hold it. I think you're missing the 

point. I understand your point. You've said it before. 

You've said it again, and I've said it, your clients don't care 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 166

of 220
167

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

about corporate reorganization --

MS. DUMAS: They actually very much do, Your Honor.

THE COURT: But what I'm getting is, but they probably 

do care about sitting and waiting while we have a knockdown, 

drag out, crammed down, absolute priority rule classification 

discrimination issues that has nothing to do with them.

MS. DUMAS: That is a hundred percent incorrect.

THE COURT: Okay. Why would they like to have that 

battle --

MS. DUMAS: Because --

THE COURT: -- go forward and jeopardize the deadline 

of AB 1054?

MS. DUMAS: It's not going to jeopardize the deadline. 

It's not going to jeopardize the deadline. What's been done in 

the time frame that it's been done, if the Court allows that to 

go forward in the manner that we've requested, it's not going 

to jeopardize the deadline.

THE COURT: How do I know that?

MS. DUMAS: That is a red herring.

THE COURT: How do I know that? Tell me how that --

prove that. What's the -- so just imagine that I take your 

request and terminate exclusivity, when are we going to have 

these confirmation battles? When are we going to have what Mr. 

Bennett described before? He didn't mention it today, but it's 

clear, when is the valuation trial going to take place?

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 167

of 220
168

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MS. DUMAS: Your Honor, let me answer it this way, we 

have seen -- so under the plan, the equity -- the victims will 

be a major stakeholder in reorganized PG&E under the bondholder 

plan. We have seen, we have heard of the bondholders' 

proposals with respect to board composition, more access to 

parties other than the handpicked board that equity put in, 

more access to direct PUC involvement or a delegate promoted by 

the PUC. We very, very, very, very, very much care about 

corporate governance of this reorganized debtor. We have zero 

faith in the board that's been in place, and we don't see it, 

at all, as a bad thing.

Now, in terms of time frame -- in terms of time frame, 

they're threatening you that they will hold up confirmation to 

keep the felon in place. That's what they're saying. They're 

saying, we're going to have a confirmation fight over the 

values and every other issue to keep existing management in 

place. That, I respectfully submit, Your Honor, is not a good 

thing.

THE COURT: Can I confirm a plan if there's a 

legitimate challenge to the classification or a legitimate 

challenge to whether the absolute party rule has been 

circumscribed?

MS. DUMAS: No. All the confirmation issues are going 

to need to be determined --

THE COURT: Right.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 168

of 220
169

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

MS. DUMAS: -- or resolved as Your Honor suggested, as 

Mr. Dunne suggested, positions can move. I -- there's 

nothing --

THE COURT: Not if one side is unwilling to 

participate in mediation and only --

MS. DUMAS: I'm not --

THE COURT: -- is ordered to participate.

MS. DUMAS: Your Honor, I said without the termination 

of exclusivity --

THE COURT: No, I know. I know.

MS. DUMAS: -- we would consider ourselves to absolved 

ourselves of our duty to mediate because we've done it so many 

times, but I'm not -- I'm talking about confirmation issues.

THE COURT: In other words, Judge, give me what I want 

and then I'll do what you want.

MS. DUMAS: Your Honor, we've --

THE COURT: Ms. Dumas, I call it the way I see it.

MS. DUMAS: And that's --

THE COURT: Let's go to Mr. Pitre.

MS. DUMAS: All right. That's fine, Your Honor. 

Thank you.

THE COURT: Mr. Pitre, you weren't expected to be 

here, and I didn't expect you to be put on the spot just 

because you used a couple of words that some people don't think 

were appropriate, but I really don't want to turn this into 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 169

of 220
170

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

your interpretation of your own emails.

MR. PITRE: This is not me -- it's not about me, Your 

Honor. I can tell you that the email was quite restrained 

given my Sicilian background. So I can tell you that I tried 

to be careful in what I wrote, but my feelings were much 

greater than what is expressed.

THE COURT: Some of us are from other parts of 

Northern -- more Northern Italy.

MR. PITRE: Yes. I understand that the Sicilians are 

not viewed favorably; however, I'm very proud of that culture. 

And I can tell you that that email was not sugarcoated because 

there was some very strong feelings that I have that I think 

are important to the issue here that I'd like to address.

THE COURT: That's what I want you to focus on.

MR. PITRE: Thank you. The first is I heard 

someone -- there was a comment that we didn't want to let this 

be a sideshow to what's really important, and I think everybody 

agrees that is what's most important here is making sure the 

victims are fairly compensated within the structures of this 

bankruptcy proceeding. And I think most importantly within 

that, my concern is that the actions of the debtor and the 

shareholders seem critical given their actions as opposed to 

their stated and repeated mantra that the victims deserve 

priority, the victims deserve fair treatment, the victims 

deserve our concern. I don't see their actions showing that 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 170

of 220
171

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

concern.

THE COURT: What about their plan?

MR. PITRE: Their plan --

THE COURT: You don't like the number, but their plan 

says we're putting 8.4 billion down the table, and we also 

heard their lawyer say today, if the district court orders a 

different number, they have to put that number on there, too.

MR. PITRE: Well, my Sicilian math tells me 8.4 

billion, less what we have to pay state and federal agencies, 

less what we have to pay CPUC penalties, when compared with an 

offer of 14.5 billion. To me, that's a dramatic difference to 

these victims.

THE COURT: Well, there's a difference. There's no 

question. The math --

MR. PITRE: Yes.

THE COURT: -- speaks for itself.

MR. PITRE: But it's not just money.

THE COURT: But wait a minute. That's what I asked 

you. I didn't ask you for the math. I asked you, what am I 

supposed to make of the debtors' plan. We heard again today, 

this is our number, and if we get a higher number, we're going 

to go with the higher number because that's what AB 1054 says. 

That's what the district court will order. That's what they're 

stuck with.

And the only issue, Mr. Pitre, is whether if that 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 171

of 220
172

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

number is lower than your agreed number and your settlement 

whether your higher number can be forced upon the debtor and 

Ms. Dumas, herself, conceded that it cannot be.

MR. PITRE: So let's take it one step at a time. 

First, the question that the Court asked me is, well, according 

to the PG&E plan, if it comes out to be higher through the 

estimation process and Tubbs trial, that they are going to pay 

the higher number. That's what I heard.

THE COURT: That's what I heard.

MR. PITRE: What I haven't heard is where they're 

going to get the money to pay for it --

THE COURT: Well, I heard --

MR. PITRE: -- and I've asked --

THE COURT: Well, I heard --

MR. PITRE: And then that's --

THE COURT: Well, I heard a lot about it. I've been 

reading about it, since Friday when they filed the papers.

MR. PITRE: Judge, I've been to innumerable mediation 

sessions, where we have asked --

THE COURT: I just read the papers on Friday. Did 

you?

MR. PITRE: I did.

THE COURT: Okay.

MR. PITRE: And I haven't heard anybody say that 

they're going to pay any portion of that to the victims. 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 172

of 220
173

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Nothing, and the --

THE COURT: Well, then you're not --

MR. PITRE: -- most important thing --

THE COURT: Mr. Pitre, then you're just not reading 

the language, because that's what I --

MR. PITRE: Your Honor?

THE COURT: -- read in the plan.

MR. PITRE: There's a lot of things you read in 

newspapers, but it's a lot different when people --

THE COURT: No, I didn't read it in the newspaper. I 

read it in the filings that Mr. Karotkin and his colleagues 

filed on Friday.

MR. PITRE: My question to this Court is that takes 

time to get there. And one of things that we have to make is a 

decision, and one of the issues that has come is, how much time 

do we have to get things done? And to the extent that there is 

a plan, to the extent that there is an agreed-upon value of 

what those claims are worth and can get done quickly, meaning 

we don't have to go through those processes. We can 

immediately go to distribution of the money to the -- we have 

to consider --

THE COURT: How do we do that? Would you explain --

MR. PITRE: If --

THE COURT: -- how that happens?

MR. PITRE: If we could get the plan -- if we could 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 173

of 220
174

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

get competition, if we could get two different plans before 

this Court, so we begin the process of evaluating them and 

avoid the unnecessary time expense --

THE COURT: Well, slow down. You've already evaluated 

one of the two by --

MR. PITRE: Yes.

THE COURT: -- your own admission.

MR. PITRE: And the other one is nowhere --

THE COURT: And you don't like the other one --

MR. PITRE: The other one --

THE COURT: -- because it's six billion dollars too 

low, because they're --

MR. PITRE: It's an insult to the victims.

THE COURT: Is there anything else wrong with the 

other plan, but the number's too low?

MR. PITRE: Yeah. To be quite candid with you, one of 

the important things --

THE COURT: What's wrong with it?

MR. PITRE: One of the important things to me, having 

spent a decade having to deal with PG&E and the calamities that 

have occurred, I think the most important thing is corporate 

governance. We had a decade --

THE COURT: Well, Mr. Pitre, why didn't you cover 

governance, if you're paid in cash?

MR. PITRE: Because we want to prevent the next fire, 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 174

of 220
175

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Judge. We want to prevent --

THE COURT: Wait. Well, no --

MR. PITRE: -- the next calamity.

THE COURT: No, we're here getting your constituents 

and the victims of these fires taken care of.

MR. PITRE: That's true. That's step one.

THE COURT: And the California legislature will take 

care of something for 2020, and I can't solve the problems for 

2019.

But let's stick with the last -- I just want to stick 

with today's motion.

MR. PITRE: Sure.

THE COURT: Would you have any more to add about 

today's motion?

MR. PITRE: Yeah, I do, Your Honor.

THE COURT: Okay. Then, you have one minute.

MR. PITRE: Well, one of the things --

THE COURT: No, you have one minute, Mr. Pitre. I'm 

concluding this space --

MR. PITRE: Sure.

THE COURT: -- in one minute, and I'll let the other 

counsel behind you be heard.

MR. PITRE: Sure. It's in the best interest of my 

clients, the victims, to have competing plans, so they can get 

a fair shake. They shouldn't be held hostage to the 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 175

of 220
176

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

negotiations that have taken place so far. One thing that's 

clear: the negotiations thus far have shown that the interest 

of shareholders and the interest of PG&E are valued higher, and 

the insurance carriers than victim, and the only chance and the 

only hope they have is to have competing plans.

The other thing I'd like to say is that the numbers 

have been bantered about, the 13.5, 14.5 billion dollar number. 

That was not just me on a simple sheet of paper coming up with 

a number. The quote that was made by Mr. Williams -- he's a 

financial analyst; he was not a damage consultant. That sheet 

of paper was developed by a half-dozen lawyers together with

damage consultants who took the information of having settled 

scores of cases with PG&E to put those values together. They 

didn't come out of thin air. And when PG&E says they have no 

information -- they had enough information to tell the SEC that 

the claims exceeded thirty billion --

THE COURT: Okay. You're repeating yourself. I got 

that. Thank you very much.

MR. PITRE: Thank you, Your Honor.

THE COURT: All right.

Mr. Qureshi, oh, wait. Are you --

MR. QURESHI: Sure.

THE COURT: Are you already heard?

MS. ALEXANDER: Yes, thank you, Your Honor.

Good afternoon. Mary Alexander, and I am --

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 176

of 220
177

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

THE COURT: Okay. No one said you were here on this 

today, so what motion --

MS. ALEXANDER: I just want to raise --

THE COURT: What side are you on, here? I know what 

side you're on, but I mean we're trying to get the last 

argument on a contested motion regarding exclusivity. Is that 

what you're going to speak to?

MS. ALEXANDER: I am speaking to it --

THE COURT: Okay. Go ahead.

MS. ALEXANDER: -- from the Ghost Ship Executive 

Committee, that we did file, as you know, the joinder, and I 

just wanted to put it on the record that raised our voice in 

support of that motion --

THE COURT: Can you explain why the Ghost Ship isn't 

satisfied with the PG&E plan that treats the Ghost Ship victims 

completely unrelated to these estimations and pays them to the 

extent that the company is found liable? Is that not a 

sensible outcome for you?

MS. ALEXANDER: So --

THE COURT: Because I'm confused about that.

MS. ALEXANDER: So is this plan. This plan is more 

sensible. It puts the insurance that is available for 2016 

into the trust.

THE COURT: This plan -- as I read this PG&E's plan, 

not the bondholders plan -- Ghost Ship is carved out of these 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 177

of 220
178

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

estimation and treatment and Ghost Ship victims get paid 

whatever they are entitled to be paid. Is that not a good 

thing? Is that -- I mean, you really don't think that's a good 

idea?

MS. ALEXANDER: I think what is a good idea is that 

this plan, which has the view of the time of it, is of the 

essences, rather than waiting for the --

THE COURT: Do you --

MS. ALEXANDER: And that we --

THE COURT: You're not answering my question.

MS. ALEXANDER: No, but I --

THE COURT: I have a plan that the TCC and others 

support that has a finite figure and that is doomed to fail if 

the estimates come out higher and must be reduced lower if the 

estimates are lower. But I contrast that specifically for your 

victims, the Ghost Ship, that the PG&E plan says Ghost Ship 

victims get paid whatever they're entitled to be paid, period. 

End of story. I think that's the way I read it. And I can't 

imagine why that isn't a good result for your side. But if you 

don't -- listen I'm not going to make a decision based upon my 

interpretation of your position. You've made your position 

clear today that you support breaking that specifically. I got 

it. So I will leave it at that.

MS. ALEXANDER: Thank you very much, Your Honor.

MS. PINO: And Your Honor, we wanted to address the 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 178

of 220
179

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

plan --

THE COURT: You need to say your name for the record.

MS. PINO: Oh. Estala Pino --

THE COURT: Okay. Well, you're on the same question. 

It's the same question, so I --

MS. PINO: It's the same question.

THE COURT: -- got the point.

MS. PINO: Oh.

THE COURT: But let's move on.

MS. PINO: Okay.

THE COURT: I don't -- listen, I'm going to send you 

all to Judge Donato, whether we finish or not here.

Ms. Pino, I got the point.

Mr. Qureshi, you're the closer.

MR. QURESHI: Thank you, Your Honor, and I will be 

very brief.

I want to go back to some of the scenarios and just 

run through what will happen if Your Honor terminates. So 

let's start --

THE COURT: Okay.

MR. QURESHI: -- with 6.9 billion dollars in the 

equity plan, 13.5 billion dollars in the creditor plan, okay?

THE COURT: Um-hum.

MR. QURESHI: Scenario 1, Your Honor, is claims come 

in below 6.9 billion dollars, okay, when there are two plans. 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 179

of 220
180

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

In that scenario, we're done. The debtor's plan gets 

confirmed. There's no contested confirmation hearing. 

Everybody goes home.

THE COURT: We know that's --

MR. QURESHI: Scenario 2 --

THE COURT: -- not likely to happen, right?

MR. QURESHI: We don't think that's likely to happen, 

Your Honor.

THE COURT: Okay. So let's not waste time on that 

one.

MR. QURESHI: Scenario 2, estimation results somewhere 

in between the 6.9 billion dollar number and the 13.5.

THE COURT: Right.

MR. QURESHI: Okay. Contested confirmation hearing, 

there is no absolute priority issue --

THE COURT: What is there to contest, if the debtor 

opts this plan and you're locked into lowering yours?

MR. QURESHI: So --

THE COURT: What is there to debate?

MR. QURESHI: That there is no absolute priority issue 

in that scenario, because as you heard from Ms. Dumas, the 

settlement number will come down to whatever that level is. So 

then the only issue at confirmation would be feasibility. Look 

at the financing that they are able to raise over and above 

their cap, if they're able to get there. And Your Honor can, 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 180

of 220
181

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

in that circumstance, make a choice. Which plan is better? 

But that's not a particularly complicated litigation.

Now, let's look at Scenario 3. Scenario 3 is 

estimation comes in north of our number, thirty billion 

dollars, whatever the number is.

THE COURT: Whatever the number is.

MR. QURESHI: In that scenario, Your Honor, again we 

have a settlement with the Tort claimants. They believe that 

they will be able to carry the class to vote in favor of a plan 

that provides the agreed-upon cap of 25.5 billion dollars. 

Certainly, there's no absolute priority issue to litigate in 

that scenario, Your Honor. And it's important to note that the 

reason the settlement was structured in that way, Your Honor, 

is so we continue to have the benefit of AB 1054.

THE COURT: What about Mr. Feldman's comment? What do 

I do about that? Is he wrong?

MR. QURESHI: I think he's a hundred percent wrong, 

Your Honor. I think the wording --

THE COURT: So the majority, let's say two-thirds 

majority number, two-thirds an amount vote for the plan, but a 

group of victims come forth and say, that plan must fail 

because it doesn't comply with 1054.

MR. QURESHI: If it is --

THE COURT: Was I right or wrong?

MR. QURESHI: I believe that they are wrong. If it is 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 181

of 220
182

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

a settlement that is authorized by this Court, if it is 

approved by this Court, then that settlement is the amount, and 

we continue to have the benefit of AB 1054. But in the --

THE COURT: Well, but let's get back to the point. Is 

it a settlement?

MR. QURESHI: I believe --

THE COURT: Is it a settlement if it's forced on the 

debtor?

MR. QURESHI: We believe that it absolutely is a --

THE COURT: Okay.

MR. QURESHI: -- settlement which we --

THE COURT: Well, we might have to brief that later.

MR. QURESHI: If we can persuade Your Honor that it's 

a settlement that this Court ought to approve.

THE COURT: No, I understand, and --

MR. QURESHI: Yeah.

THE COURT: -- that's for another day. That's your 

take on why I should go back to where you and I were three 

hours.

MR. QURESHI: Correct.

THE COURT: Method term of exclusivity.

MR. QURESHI: So --

THE COURT: I gotcha.

MR. QURESHI: So let me close with this thought, Your 

Honor. In all of what we heard from Mr. Karotkin and from Ms. 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 182

of 220
183

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Pino, I heard no single reason why it is not sensible for all 

of the creditors to have an alternative on the table, to have 

an alternative that prevents a potentially very significant 

downside, if estimation comes in high and the AB 1054 deadline 

gets blown.

THE COURT: No, I understand.

MR. QURESHI: What they are asking us to do is to take 

a tremendous risk, the only beneficiary of which is equity. 

Your Honor, when our last effort exclusivity 

terminated was denied, Your Honor made the point that the Court 

did not see for the victims here, which again is what these 

cases are all about, the benefit of terminator. That has the 

most significant circumstance that has changed, Your Honor. 

The victims who --

THE COURT: No, I understand.

MR. QURESHI: -- are making that point.

THE COURT: You made that point.

MR. QURESHI: Thank you, Your Honor.

THE COURT: Okay. All right. Thank you very much for 

all time and effort and your emotion and your energy, and the 

matter will stand submitted. I will do my best to get a very 

quick decision out, like I did last time around.

MR. JULIAN: Your Honor, do you -- I'm sorry. You 

asked if the TCC had any objection to the Cantu issue being 

joined with inverse condemnation. The issue is yes because you 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 183

of 220
184

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

sent it to Judge Donato, and PG&E filed a statement which we're 

going to look at in fifteen, saying that the issue is in front 

of Judge Donato.

THE COURT: Well, that's what I asked him. That's 

exactly why I asked for clarification, why --

MR. JULIAN: I'll read to you from their pleading file 

today --

THE COURT: Wait a minute. Hold on. Hold on. Hold 

on.

What?

THE CLERK: We need his appearance for the record.

THE COURT: Need your appearance for the record.

MR. JULIAN: Robert Julian, Baker Hostetler for the 

TCC.

And the joint statement on the calendar for today 

before at 2 before Judge Donato --

THE COURT: You don't have to read it. I read it. 

And I read it, and that's why, Mr. Julian, did you read my 

order for today's hearing? I asked for clarification. Is this 

Cantu hearing and the Cantu issue going to be briefed to him or 

to me?

MR. JULIAN: Not to you, Your Honor.

THE COURT: Well, says who?

MR. JULIAN: Your order.

THE COURT: Well, no, my order says give me a 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 184

of 220
185

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

clarification.

MR. JULIAN: No, I --

THE COURT: And I thought I heard Mr. Orsini say it 

didn't matter to the debtor, and I'm looking for a stipulation 

on that. 

MR. JULIAN: May I just --

THE COURT: Why isn't it part of the inverse 

condemnation issue, just a variation of it?

MR. JULIAN: It's a factually intensive issue like --

THE COURT: Are the facts in dispute?

MR. JULIAN: Yes. It's a factually -- may I answer 

your question, Your Honor?

THE COURT: Well, if you can, Mr. Julian, but I wish 

you'd raised this about 10 o'clock this morning, because I'm 

trying --

MR. JULIAN: I was in the other court.

THE COURT: Well, that's your problem. What other 

court?

MR. JULIAN: The next court.

THE COURT: I'm trying to get the exclusivity issue 

and --

MR. JULIAN: Right.

THE COURT: -- I thought it was a nonissue about 

Cantu. So if we're going to take time now, go ahead, make your 

pitch about when the Cantu argument's going to be presented, 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 185

of 220
186

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

how it's going to be presented.

MR. JULIAN: In your order we're trying to reference 

you said you were reserving one issue, inverse condemnation. 

In the joint statement filed for today in front of Donato, PG&E 

said to be sure the issue of strict liability under inverse 

condemnation is likely to be addressed in advance of the 

hearing through the combination of Judge Montali's ruling on 

the threshold question of whether inverse condemnation even 

applies to the debtors, which will be argued on December 11, 

and this Court's ruling on summary judgment motions on 

concerning the applicability of the --

THE COURT: I think I just told you I had read that, 

and that's why I asked for clarification.

MR. JULIAN: And we asked Judge Donato to not to rule 

on summary judgment motions, but to resolve all liability 

issues as pursuant to the debtors' settlement history. It's a 

factually intensive issue as to whether the line is really part 

of a prior property or part of the electrical system. And it's 

not an inverse condemnation issue.

THE COURT: It was presented originally as part of the 

inverse condemnation issue.

Mr. Orsini, do you want to defer this --

MR. JULIAN: Well, we disagree, Your Honor.

THE COURT: -- or brief it later when you have -- how 

would you like me to resolve this, before you have to go 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 186

of 220
187

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

upstairs and deal with it all over again?

MR. ORSINI: I'm happy to defer, Your Honor. I mean, 

what Mr. Julian just said is fundamentally false. It is 

absolutely an inverse condemnation issue. It's all about 

inverse condemnation. But they want to avoid, in every respect 

possible, any rulings on potential liability. 

We said what we said that you read in the statement. 

That was, it appears now, a confusion on my part as to what 

Your Honor was pertaining to what was going to the District 

Court. As I've said, we're happy to present it either way. If 

they're taking the position that there's going to be disputed 

facts on that, let's tee it up like any other summary judgment 

motion in front of Your Honor.

THE COURT: But even if they're disputed facts, that's 

not the point. The point is is it a personal injury or 

wrongful death --

MR. ORSINI: It is --

THE COURT: -- estimation issue?

MR. ORSINI: It is 1,000 percent not, Your Honor.

THE COURT: Not, that's what I thought.

MR. ORSINI: It is entirely property damage related. 

There is no argument to the contrary.

THE COURT: Okay. What I'm going to suggest to Mr. 

Julian is that somebody figure out a way, whether it be today 

or sometime soon, to get Judge Donato to make the call. I am 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 187

of 220
188

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

not in the business of having a turf battle with the district 

judge that I'm the one that -- not that particular one, but I'm 

the one that asked that he take over personal injury/wrongful 

death for the reasons that I went through extensively before. 

And so to me, it sounds like Cantu is what Mr. Orsini says.

Mr. Julian, if you and your colleagues believe that 

the proper way and a decision on Cantu must be made by the 

district judge, take it up with him. And if he wants to keep, 

he'll keep it. And if he wants me to do it, I'll do it, 

either/or.

MR. JULIAN: All parties agreed last time in front of 

Judge Donato that all economic loss, property damages issues 

were in front of him, as well as personal injury. That's on 

the record.

THE COURT: But, you also -- everybody agreed that I 

had the inverse condemnation issues, so --

MR. JULIAN: Yes, yes.

THE COURT: -- you will need to revisit the question, 

unless there's a consent on the other side. I don't care. I 

just don't confusion about it, that's all.

MR. JULIAN: Neither do I. We're just following what 

they wrote on the paper, Judge.

THE COURT: Yeah, but I'm following what is the 

ambiguity in the paper. So you need to get it clarified.

MR. JULIAN: Will do, Your Honor.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 188

of 220
189

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

THE COURT: And then, I'll look forward to getting a 

stipulation from somebody on when I'm going to get the briefing 

schedule on the two issues that we talked last time.

MR. SKIKOS: Your Honor, this is the last point, I 

hope, for today.

THE COURT: Name?

MR. SKIKOS: Steve Skikos.

THE COURT: Mr. Skikos?

MR. SKIKOS: On September 24th, Your Honor told the 

TCC that if there was going to be an issue related to the 

unincluded to bring into Your Court's attention now. For the 

last two weeks, I've done nothing but evaluate the notice 

program, talk to fire victims, and come to an understanding of 

what's going on here. The whole battle in this case, and 

everybody knows it, but no one once has said it today, is the 

unincluded claim preclusion. How many fire victims are 

successfully going to be precluded from bringing their clients? 

That's the issue here. And I --

THE COURT: Successfully or just -- yeah, precluded?

MR. SKIKOS: I'm not going to say --

THE COURT: You're implying --

MR. SKIKOS: I'm not implying your intent.

THE COURT: You're implying conspiracy theory, that 

they're causing it to happen.

MR. SKIKOS: No, I'm not implying intent.

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 189

of 220
190

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

THE COURT: Well, you're sounding like their 

arguments. So what is your point?

MR. SKIKOS: My point is that we're bringing the 

motion to extend the bar date tomorrow. 

My point is -- my last point is this. I proposed to 

the debtor in January that we share data. I proposed and we 

had an agreement back in December to share case-specific data. 

We have been willing to share case-specific data. I put it on 

the record in this court on January 31st. My point is this. 

I'm very much in favor on consensual resolution. There's 

enough people in this room that know that. But I'm not going 

to be in favor of having tens of thousands of people who don't 

know what's going on in this case precluded.

So the motion's going to be brought tomorrow, and I'm 

asking for a hearing date before bar the date, because I 

listened very careful to you.

THE COURT: I can't hear it. I mean, I'll hear it on 

expedited basis, I guess, this week. I'm not even here next 

week, so I'm not going to be able to hear it before the bar 

date, unless the debtor agrees that I can hear it.

MR. SKIKOS: I think this is one time, one time 

that --

THE COURT: And the bar date can be extended after the 

fact, if there's a reason for it.

MR. SKIKOS: Well, I'll meet and confer with the 

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 190

of 220
191

PG&E Corp., Pacific Gas and Electric Co.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

debtor, but I really believe it should be heard ASAP --

THE COURT: Mr. Skikos, I'm not going to have at ten 

minutes till 2 be told that there's a motion about to be filed 

that you want heard this week, and we've known about this bar 

date for six months, and you've had six months to make a motion 

to extend it. I raised it with Mr. Pitre last time. I said, 

if somebody wants to bring a motion, I'll hear on it. And I 

will; I still will.

MR. SKIKOS: Okay.

THE COURT: I just won't hear it on two days' notice, 

unless the debtor agrees, and personally I cannot change my own 

schedule. And therefore, if I have the motion presented and 

the debtor doesn't persuade me or doesn't concede hearing it 

quickly, I'll deal with it after the fact.

MR. SKIKOS: Right. And I'm not putting any intent on 

anybody. I didn't mean to do it that way.

THE COURT: Well, it sounded like you were. Okay.

Matter is submitted. Thank you all for your time.

Well, what do they want?

UNIDENTIFIED SPEAKER: No, no. I'm scheduling for the 

briefing schedule. We'll just confer and get back to you.

THE COURT: Sounds good.

(Whereupon these proceedings were concluded at 1:48 PM)

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 191

of 220
192

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

C E R T I F I C A T I O N

I, Amanda G. Stockton, certify that the foregoing transcript is 

a true and accurate record of the proceedings.

________________________________________ 

/s/ AMANDA G. STOCKTON

eScribers

7227 N. 16th Street, Suite #207

Phoenix, AZ 85020

Date: October 8, 2019

Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 192

of 220
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 7, 2019

A

a6 (1)

 24:23

AB (30)

 84:23;90:14,15;

 95:15,18;96:10;98:2,3,

 8;99:5;113:11,16;

 114:10,15;125:1;

 126:14,25;140:11,23;

 141:22;142:18,20;

 143:11;144:4,13;

 167:12;171:22;181:14;

 182:3;183:4

Abid (1)

 55:11

abide (1)

 40:1

ability (11)

 9:2;46:19;63:4,6;

 74:12;88:11;89:19;

 90:5;104:20;110:4;

 148:25

able (17)

 8:14;15:24;37:3,11,

 11,17;69:12;73:22;

 74:2;91:9;95:17;

 111:11;163:5;180:24,

 25;181:9;190:19

above (7)

 57:20;63:3,25;71:13;

 104:5;142:5;180:24

Abrams (1)

 149:16

absolute (11)

 63:18;66:11;95:24;

 113:7;143:21;162:20;

 167:5;168:21;180:15,

 20;181:11

absolutely (11)

 20:14;64:22;71:7,25;

 86:6;124:24;135:25;

 147:5,10;182:9;187:4

absolved (1)

 169:11

absorb (2)

 11:1;65:12

accept (9)

 28:25;30:6;31:23;

 48:10;85:13;124:6,10,

 19;134:6

acceptable (2)

 159:23;161:17

acceptance (1)

 143:5

accepted (2)

 70:19;142:9

access (8)

 88:12;95:17;140:23;

 142:21;164:4,23;

 168:5,7

accommodation (1)

 11:6

accordance (1)

 119:11

according (1)

 172:5

accordingly (1)

 109:2

account (7)

 19:3;50:14;58:17,21;

 59:4;64:5;89:16

accurate (2)

 74:18;89:23

accurately (1)

 155:16

achieve (3)

 130:15;132:18;135:7

achieved (4)

 118:10,14;119:12;

 130:17

acknowledgment (1)

 32:24

acre (1)

 155:23

across (2)

 9:3;95:10

act (2)

 29:8;47:5

actions (3)

 170:21,22,25

acts (1)

 146:21

actually (28)

 14:19;25:24;36:24;

 42:12;79:25;83:5;

 103:25;107:9;108:24;

 109:14;120:19;122:16;

 128:13;137:8;139:25;

 147:22;148:24;149:23;

 150:7;154:10,25;

 157:7;158:12,15;

 159:7,17;164:11;167:2

Ad (11)

 55:12;118:17;

 120:23;121:21,22;

 122:2;125:23;127:6,

 22;138:23;161:10

add (3)

 8:10;38:7;175:13

added (3)

 19:5;27:22;35:5

adding (1)

 44:23

addition (3)

 39:4;58:23;59:9

additional (8)

 7:25;9:6,7;17:4,20;

 38:24;40:21;155:6

address (17)

 8:7,15;12:9;17:17;

 27:2;34:21;40:12;53:2;

 83:4;113:8;126:9,13;

 128:3,12;139:15;

 170:13;178:25

addressed (4)

 13:11;23:5;35:16;

 186:6

addresses (1)

 164:12

adequate (1)

 137:12

adequately (1)

 31:25

adhere (1)

 13:7

adjustments (1)

 49:19

administrative (1)

 32:5

admission (2)

 136:3;174:7

admitted (7)

 13:16,22,24;34:11,

 25;36:4;92:22

adopt (2)

 20:10;118:13

adopted (1)

 72:22

advance (2)

 108:20;186:6

advantage (1)

 113:21

advantageous (1)

 88:13

adversary (1)

 160:7

adverse (2)

 29:21;40:5

advisement (4)

 11:3,11;49:11;51:14

advisor (2)

 152:21;155:10

advisors (3)

 91:21;94:18;127:22

advocacy (1)

 152:6

advocate (2)

 98:1;122:11

advocated (1)

 20:11

Advocates (3)

 114:6,11,22

advocate's (1)

 109:20

advocation (1)

 144:21

affirmative (1)

 132:24

afford (1)

 79:18

afternoon (7)

 91:4;111:18,19,20;

 116:4,5;176:25

again (55)

 7:4;9:5;10:22;11:7;

 19:4;25:23;26:2;29:4;

 30:22;33:13;39:8;

 40:18,18;43:9;45:8;

 60:14;62:15,21;65:20;

 66:12;67:17;69:23;

 71:8;75:15;76:2,22;

 83:14;84:3;85:4;89:3,

 15;105:9;107:10;

 109:5;116:13;117:1,

 17;118:9,11;119:14,

 16;123:19;124:20,21;

 126:11;136:14;150:20;

 151:6;153:7;157:8;

 166:25;171:20;181:7;

 183:11;187:1

against (7)

 14:25;69:21;87:18;

 102:10;154:2;155:9,9

agencies (5)

 56:8;57:4;82:25;

 165:5;171:9

agenda (1)

 148:8

aggregate (11)

 48:7;57:6;59:23;

 61:15;62:16;65:25;

 68:10;69:1,9;83:12;

 84:9

aggressively (1)

 69:21

aging (1)

 48:22

ago (6)

 105:7;115:18;121:9;

 124:22;132:24;154:13

agree (26)

 8:5,5;36:24;39:5;

 42:22;46:16;47:17;

 62:6;67:2;69:14;76:6;

 77:18;96:20;98:8;

 102:20;110:20;111:7;

 115:3;134:7;135:9;

 137:5,7;140:7,14;

 143:14;152:5

agreed (10)

 79:11;84:12;91:3;

 99:9;124:8;140:10;

 143:3;172:1;188:11,15

agreed-upon (2)

 173:17;181:10

agreeing (1)

 142:15

agreement (20)

 9:22;36:2;38:18;

 42:5,9;46:6;54:20;

 59:23;61:14;62:15;

 68:6,9;72:18;92:15;

 118:7;122:14;125:6,7;

 144:14;190:7

agreements (2)

 42:2;77:13

agrees (6)

 133:20;143:18;

 144:23;170:18;190:20;

 191:11

ahead (10)

 5:14;6:1;7:15;75:10;

 80:3;81:14;121:13;

 158:11;177:9;185:24

air (1)

 176:14

airplane (3)

 19:18;27:7,9

Akin (1)

 55:11

ALEXANDER (11)

 176:24,25;177:3,8,

 10,19,21;178:5,9,11,24

Alisa (1)

 114:5

alive (2)

 104:9,15

allegation (2)

 75:15;149:5

alleviate (1)

 43:18

allocating (1)

 116:7

allocation (3)

 7:7;55:13;145:4

allocations (1)

 8:13

allow (8)

 17:11;70:14;93:13;

 94:12;95:15;97:12;

 113:22;131:12

allowable (2)

 39:11;80:15

allowed (5)

 10:24;45:10;90:1;

 154:14,18

allowing (3)

 89:12;109:18;112:4

allows (4)

 37:20;97:9;148:16;

 167:15

alluded (1)

 30:20

almost (1)

 47:12

along (4)

 51:18;93:23;106:21;

 115:10

Alsup (1)

 22:5

alternative (12)

 59:11,12;69:16;

 70:24;79:6,8,12;

 125:14;126:24;146:1;

 183:2,3

although (1)

 8:6

always (2)

 16:8;158:6

ambiguity (1)

 188:24

amend (8)

 25:6;84:2;126:13;

Min-U-Script® eScribers, LLC | (973) 406-2250

operations@escribers.net | www.escribers.net

(1) a6 - amend Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 193

of 220
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 7, 2019

 127:20;147:6,15,16,17

amended (7)

 109:2;118:15;119:2;

 125:13;155:13,14;

 161:9

amendments (1)

 108:11

among (1)

 112:8

amount (34)

 19:24;25:18;26:13;

 56:1;68:13,15;77:17;

 79:2;81:17;82:22;84:8;

 91:11;99:17;103:2;

 104:14;109:21,22;

 136:12;141:23;142:25;

 143:3,14,16,19,21,25;

 144:7,8,11;145:3;

 147:20;153:2;181:20;

 182:2

amounts (4)

 8:3;24:15;133:6;

 137:2

analysis (6)

 115:9,10;135:16;

 153:17;155:4,11

analyst (1)

 176:10

analysts (1)

 114:12

and/or (1)

 123:8

Angeles (1)

 28:4

announced (1)

 118:6

announcement (1)

 158:21

annual (1)

 74:23

anonymity (1)

 100:10

anticipated (1)

 27:14

anxious (1)

 163:17

anymore (2)

 144:3;150:13

apologize (1)

 56:19

app (3)

 16:9;30:22,23

apparently (1)

 152:25

appeal (1)

 40:5

appearance (4)

 6:1;138:18;184:11,

 12

appearing (2)

 6:5;18:19

appears (2)

 146:3;187:8

appellate (1)

 26:4

apples-to-apples (1)

 139:4

applicability (1)

 186:11

applicable (2)

 23:7;38:9

application (12)

 7:23;14:15,15;16:20;

 25:13,17;26:11,12,20;

 30:24;33:19;37:10

applications (22)

 12:14,16;15:11;23:4,

 10,11,15,20,23,24;

 25:2,2,19,19,22;31:24;

 32:2;33:11;37:3,21,24;

 44:5

applied (2)

 27:15;146:25

applies (5)

 53:19;81:21;125:23;

 146:17;186:9

apply (4)

 26:23;30:17;53:18,

 24

appoint (1)

 129:4

appreciate (6)

 8:24;22:17;30:4;

 36:3,6;56:25

approach (6)

 27:4;28:12,17;73:25;

 155:12;157:23

appropriate (10)

 24:23;26:15;34:9;

 39:7;40:18;47:19;

 67:16;136:12;159:5;

 169:25

approval (1)

 139:2

approvals (1)

 119:14

approve (5)

 111:11;137:9,11,11;

 182:14

approved (3)

 35:19;110:22;182:2

approximately (6)

 55:17;58:20;64:17;

 65:2;75:21;76:20

apps (4)

 24:4,5,24;31:10

argue (1)

 86:9

argued (3)

 66:23;71:3;186:9

arguing (2)

 75:5,7

argument (14)

 14:4;22:20;53:24;

 80:11;118:25;125:19,

 21;141:24;149:18;

 150:2;151:10;156:18;

 177:6;187:22

arguments (6)

 75:12;101:15,16;

 108:5;166:16;190:2

argument's (1)

 185:25

arise (1)

 117:14

arms (1)

 94:5

arm's (2)

 118:1;162:16

arm's-length (1)

 148:22

around (9)

 5:21;25:24;31:4;

 45:15;128:10;145:24;

 149:5;154:24;183:22

arrangement (1)

 22:15

arrangements (1)

 14:24

array (1)

 152:23

Article (1)

 100:13

articulated (1)

 38:21

A's (1)

 113:2

ASAP (1)

 191:1

aside (6)

 8:22;59:17;81:7,9;

 93:9;98:14

aspect (1)

 113:9

aspects (2)

 45:8;89:6

asserted (1)

 60:20

assertion (2)

 148:8;162:15

assess (2)

 45:12;115:8

assessing (1)

 43:18

assets (1)

 121:7

associated (2)

 89:8;164:7

assume (11)

 20:20;50:11;102:14,

 23;104:4;106:23;

 116:12;120:14;137:1,

 1;141:5

assumed (2)

 29:15;136:8

assumption (2)

 83:13,15

assumptions (1)

 89:22

assure (2)

 52:9;119:11

asterisk (1)

 89:24

astonished (1)

 120:19

astonishing (1)

 137:3

atmosphere (1)

 132:18

attached (2)

 152:12;157:6

attempt (2)

 45:25;49:14

attempts (1)

 38:21

attendant (2)

 76:3;128:6

attending (2)

 12:22;40:11

attention (4)

 25:4;47:9;114:23;

 189:11

attorney (4)

 13:17;34:12,13;49:2

attorneys (4)

 13:15,18;20:9;

 101:12

August (3)

 117:3,20;128:14

authority (1)

 147:10

authorize (1)

 100:15

authorized (2)

 99:24;182:1

avail (1)

 105:11

available (6)

 30:14;123:1;126:5;

 154:14;164:5;177:22

average (3)

 13:18;18:23;115:13

aversion (1)

 42:22

avoid (4)

 32:2;105:19;174:3;

 187:5

aware (7)

 22:19,25;28:1,14;

 31:7;72:23;113:13

away (10)

 58:23;65:17;66:4;

 81:15;89:3;103:8;

 123:5;133:17;151:19;

 161:7

B

back (33)

 25:3;26:17;39:9;

 49:1;53:14;67:23;70:3,

 18;74:4;87:7;91:4;

 92:23;101:20;103:19;

 105:17;112:25;117:20;

 123:19;127:13;136:20;

 141:11;149:24;151:11;

 152:8;158:8;159:16;

 163:11;165:2;179:17;

 182:4,18;190:7;191:21

backdrop (2)

 35:15;154:2

background (3)

 155:9,9;170:4

backing (1)

 61:5

backstop (3)

 148:16;149:1,2

backup (3)

 70:4;71:1;101:4

bad (4)

 26:3;48:23;158:2;

 168:11

BAILIFF (2)

 5:4,8

Baker (6)

 36:20;37:19;51:1;

 79:22;163:20;184:13

balance (1)

 18:14

balanced (1)

 109:15

ball (1)

 96:6

bandied (1)

 166:14

bank (1)

 137:17

bankruptcy (16)

 19:5;20:13;21:9,16;

 26:2;84:22;90:17;

 94:14;98:5;99:7;131:6;

 133:9;142:8;158:9;

 159:12;170:20

bantered (1)

 176:7

BAP (1)

 37:19

bar (17)

 13:16,24;34:25;

 81:24;83:11;122:24;

 134:16;135:3;153:19,

 25;155:11;165:10;

 190:4,15,19,23;191:4

barely (1)

 151:15

base (3)

 109:23;140:22;

 157:21

based (12)

 10:6,20;15:10,11;

 43:25;99:1;106:8,13;

 112:18;141:22;150:5;

 178:20

basic (1)

 40:3

Min-U-Script® eScribers, LLC | (973) 406-2250

operations@escribers.net | www.escribers.net

(2) amended - basic Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 194

of 220
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 7, 2019

basically (3)

 102:7;125:2;146:24

basis (3)

 165:19,21;190:18

bat (1)

 115:25

batch (1)

 164:22

battle (11)

 73:2,8;87:22;88:9;

 95:25;106:2;158:1,25;

 167:9;188:1;189:14

battles (1)

 167:23

beat (1)

 64:10

become (3)

 64:23;65:1;108:4

becomes (2)

 10:3;64:19

begin (2)

 16:2;174:2

behalf (12)

 22:21,22;53:9;55:12,

 16;68:11;79:22;

 101:18;111:21;114:6;

 138:23;163:20

behind (6)

 25:17;31:10;102:4;

 161:8,9;175:22

believes (3)

 73:6;165:24;166:2

believing (1)

 114:19

belonged (1)

 53:12

below (6)

 66:4;102:25;104:5;

 143:10;157:21;179:25

beneficial (1)

 128:8

beneficiary (1)

 183:8

benefit (8)

 37:22;111:9;118:13;

 125:1;126:14;181:14;

 182:3;183:12

benefits (3)

 95:15,18;115:9

Bennett (66)

 104:18;116:8;138:7,

 8;143:19;145:13,14,17,

 20;146:16,21;147:5,8,

 19,22;148:1,4;149:14,

 20,22;154:8,17,21;

 155:19;156:2,5,7,9,11,

 13,15,21;157:1,4,6,10,

 12,14,19;158:4,12,15,

 17,23;159:9,12,15;

 160:6,14,17,20,23,25;

 161:2,4,22,25;162:2,5,

 10,13,24;163:7,9;

 166:22;167:24

Bennett's (2)

 103:15,16

best (14)

 50:10;56:24;80:3;

 86:9;88:16;94:9,9,11;

 95:9;112:5;113:20;

 140:20;175:23;183:21

bet (2)

 56:5;158:9

bets (1)

 101:2

better (13)

 28:21;39:24;40:7;

 48:12;54:17;77:18;

 80:8;113:15;117:15;

 130:4;132:6;162:16;

 181:1

beyond (2)

 23:17;35:16

bidders (1)

 148:17

big (10)

 8:16;24:22;47:11,15;

 49:7;87:3;113:11;

 147:22;154:24;156:6

bigger (2)

 24:20;88:25

bill (5)

 19:18;25:8;26:9;

 38:21;44:20

billable (4)

 12:20,24;16:2;25:16

billed (4)

 19:23;21:8;22:10;

 48:16

billing (5)

 12:24;22:14;24:15;

 34:12;48:8

billion (109)

 57:6,16,16;58:20;

 59:3;60:5,5,5;61:5,7,

 11;62:16,25;64:1,13;

 65:25;66:17,18,18;

 68:10,21,22,25;69:2;

 73:11;74:25;75:20,24;

 80:23,23;81:2,4,15,16,

 18,18,19,20;82:14,16,

 17;83:7,8,8,13,16,16;

 84:8,10,16,18;85:13;

 89:19;91:11,12;92:3,4,

 6,18;93:3;94:3,20;

 95:1,12;97:1;99:4,5;

 118:8,9;119:6,7;

 120:13;121:22;122:10;

 123:4,22;124:5;

 129:10,11,12,13,14;

 131:14,17;133:22;

 137:17;140:8,10;

 141:6,14;142:5;145:1;

 149:20;150:17;153:23;

 165:1,1;171:5,9,11;

 174:11;176:7,16;

 179:21,22,25;180:12;

 181:4,10

billion-dollar (4)

 64:18;117:25;120:7;

 153:3

bind (1)

 144:19

Binder (1)

 18:18

bit (17)

 29:13;33:8;35:25;

 42:20;47:11,24;48:15;

 74:5,7;81:1,19;155:5,6,

 25;163:18,22;166:22

black (1)

 155:23

blacklined (1)

 35:23

blended (3)

 14:7,8,9

blessedly (2)

 6:14,17

blessing (1)

 39:15

blown (2)

 166:18;183:5

blunt (1)

 87:20

blurred (1)

 23:10

board (7)

 73:1;77:12;144:24;

 166:19;168:5,6,10

bogged (2)

 95:20,25

bond (11)

 65:8;75:16;83:6,6,8,

 17;87:9;88:13;89:9;

 90:14;95:20

bondholder (6)

 104:6;109:7;139:6;

 148:16,19;168:3

bondholder/TCC (5)

 102:25;104:7;

 106:24;107:15;109:21

Bondholders (21)

 55:17;65:2,5;99:6;

 103:7;104:11;110:6;

 115:5;119:18,24;

 148:21;151:23,24;

 152:1,22;153:1;154:3,

 23;159:4;161:23;

 177:25

bondholders' (5)

 112:7;115:9,10;

 153:5;168:4

bonds (1)

 146:10

both (30)

 9:5;26:20;33:9;34:9;

 38:12;43:6;56:7;57:17;

 58:10;66:14;70:19;

 75:14;77:16;90:13;

 91:3;92:8,9,9,12;

 106:3;107:22,23;

 108:12,13;109:3,19;

 112:4;113:14,22;146:7

bottoms-up (1)

 135:16

Botts (1)

 37:19

bounds (1)

 154:10

Brad (1)

 111:21

Bray (18)

 22:21;36:16;38:4,5,

 5;39:5,7,14,16,19;

 40:13,16;41:1,4,7;

 49:13;51:8;101:10

break (4)

 55:8;78:19;101:14;

 115:19

breakdown (2)

 57:15,21

breaking (1)

 178:22

breakpoint (1)

 65:11

Brent (1)

 152:13

bridge (2)

 75:25;108:3

bridged (1)

 129:16

brief (10)

 53:1,13;54:24;58:2;

 114:8;115:21;138:14;

 179:16;182:12;186:24

briefed (1)

 184:20

briefing (8)

 18:6;52:5;71:2;

 92:24;152:2,4;189:2;

 191:21

Briefly (3)

 18:13;48:5;74:14

briefs (7)

 10:25;11:2;17:24,25,

 25;54:20;80:10

bright (1)

 34:11

brightest (1)

 34:24

bright-line (1)

 34:5

bring (4)

 91:4;114:22;189:11;

 191:7

bringing (2)

 189:17;190:3

brings (1)

 92:2

broadly (1)

 159:23

broke (1)

 40:4

broken (1)

 90:3

Brotherhood (1)

 111:22

brought (1)

 190:14

BrownGreer (5)

 154:13;155:5;164:4,

 8,12

Bruce (2)

 6:2;7:6

bucket (2)

 82:17;165:4

buckets (2)

 81:16;102:13

budget (6)

 32:21,25,25,25;

 33:10,18

budgets (1)

 32:21

build (2)

 50:25;57:9

building (1)

 21:23

bunch (2)

 76:4;157:22

burned (1)

 166:18

busier (1)

 140:3

business (3)

 94:14;159:9;188:1

busy (1)

 140:2

buy (1)

 151:19

buyer (2)

 155:23,23

C

CAL (6)

 81:22,25;82:19;83:9;

 84:9;165:5

calamities (1)

 174:20

calamity (1)

 175:3

calculated (1)

 153:24

calculation (1)

 122:1

calendar (3)

 32:4;115:22;184:15

CALIFORNIA (7)

 5:1;23:8;24:6;34:9;

 57:3;94:15;175:7

Call (17)

 5:3;10:7;11:8;27:25;

 30:1;36:4;41:9,11,12;

 45:23;57:13;59:14,15;

 111:1;115:18;169:17;

 187:25

Min-U-Script® eScribers, LLC | (973) 406-2250

operations@escribers.net | www.escribers.net

(3) basically - Call Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 195

of 220
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 7, 2019

called (1)

 41:14

calling (1)

 118:18

calls (2)

 10:6;25:4

came (5)

 19:11;122:8;128:14;

 149:23;161:12

Camp (1)

 89:25

camps (1)

 92:9

can (115)

 5:20;8:17;9:23;11:1,

 6;13:20;15:20,21;

 19:17,18;20:15;29:19;

 32:2;36:2;38:21;39:23;

 40:19;41:11,12;42:1;

 46:19,22,24;47:25,25;

 48:25;49:18;56:21;

 64:22;72:18;73:6,19;

 74:8;79:8,10,11;82:13;

 83:19,22;85:9;90:7,24;

 96:1,10;98:6;100:3,25;

 101:24;105:18;106:11,

 17,20;107:10,13,14,16,

 22;110:22;113:14;

 115:15;116:12,17;

 119:19;120:3,8,14;

 121:6,10;125:16,17;

 126:25;128:25;129:16,

 18;130:9,10;133:4;

 136:11;138:15;140:13,

 21;144:13,14,24,25;

 145:19;147:16,17,18;

 150:9;152:17;154:2;

 155:11,14;157:10,23;

 158:2,4,25;164:22;

 168:19;169:2;170:3,4,

 11;172:2;173:18,19;

 175:24;177:14;180:25;

 182:13;185:13;190:20,

 23

candid (1)

 174:16

Cantu (15)

 52:19,21,23;53:5,6,6,

 8,24;183:24;184:20,

 20;185:24,25;188:5,7

cap (43)

 23:19;24:7,9;25:18,

 20;44:6,7,11;57:6,9,18;

 58:11,19;59:23;61:15;

 63:23;65:25;68:10;

 81:2,15,19,21;82:2,5;

 83:8,17,21;84:12,14,

 15,17,19;85:13,15;

 88:15;91:13;93:3;

 94:25;140:7,10,14;

 180:25;181:10

capabilities (1)

 164:19

capable (2)

 10:24;104:15

capital (9)

 104:14;109:23;

 119:6,7;125:15;126:5,

 9;127:4;132:1

capped (1)

 26:13

capping (1)

 91:12

Cardelucci (1)

 146:17

care (16)

 11:8;30:11;48:22;

 73:8;95:22;96:18,21;

 103:3,25;131:3;

 166:25;167:4;168:8;

 175:5,8;188:19

careful (2)

 170:5;190:16

carefully (1)

 34:6

carpet (1)

 116:15

carriers (1)

 176:4

carries (1)

 111:1

carry (2)

 76:14;181:9

carved (1)

 177:25

case (59)

 9:4;10:25;14:8;

 18:22;21:15;23:13;

 24:13,15,21,22;26:1;

 27:5,9,10,11,16,22;

 31:8;38:16;39:9,12;

 40:12,15,17;46:4,24,

 24;48:14;50:22;61:17,

 19;64:22;69:16;72:3;

 73:1,2;90:18,19;94:4,

 19;108:12;121:19;

 122:17;126:22;128:13,

 17;129:9,19;130:6;

 136:19;137:23;152:11;

 155:17,22;158:24;

 161:8;166:13;189:14;

 190:13

cases (20)

 14:9;21:13;23:14;

 24:13;28:13;31:15;

 42:18,19;43:4,25;44:2;

 90:19;128:7;129:16;

 132:19;142:19;159:3;

 162:25;176:13;183:12

case-specific (2)

 190:7,8

cash (3)

 81:17;89:20;174:24

categories (1)

 83:9

causation (1)

 99:16

cause (3)

 28:21;98:1;128:16

caused (1)

 121:22

causes (2)

 126:12;146:23

causing (1)

 189:24

Cecily (2)

 79:21;163:19

cede (2)

 18:13;163:22

ceding (1)

 18:17

CEO (1)

 50:3

certain (7)

 14:24;35:19;77:17;

 89:22,22;138:24;

 161:10

certainly (8)

 8:18;9:9;42:4;45:6;

 76:10;120:8;137:18;

 181:11

certified (1)

 10:1

challenge (3)

 53:17;168:20,21

challenged (2)

 153:1,5

challenges (1)

 107:24

challenging (1)

 66:18

chance (10)

 6:4;102:15;108:14;

 113:15,20;129:17;

 132:17;136:12;152:14;

 176:4

chances (1)

 60:20

change (8)

 71:21,22;72:2;88:22,

 22;104:23;109:10;

 191:11

changed (6)

 56:1,2;58:13;117:4;

 151:16;183:13

changes (3)

 36:5;71:25;110:7

channeling (1)

 105:23

Chapter (4)

 19:1;28:13;117:24;

 135:11

charge (5)

 13:18;15:19,21,24;

 16:12

charged (2)

 14:16;15:10

charges (1)

 15:13

charging (2)

 13:16;44:10

charitable (1)

 127:7

check (1)

 108:15

checks (1)

 104:10

Chicago (1)

 6:11

choice (2)

 120:10;181:1

choices (1)

 91:17

choose (1)

 128:1

chose (1)

 94:23

Circuit (7)

 37:19,19;39:9;

 110:14;146:4,13;

 147:10

circumscribed (2)

 164:22;168:22

circumstance (11)

 61:13;63:3;64:16;

 65:4;69:12,18;73:10,

 17;83:18;181:1;183:13

circumstances (6)

 38:11;80:14;83:23;

 90:2;93:22;137:23

cites (2)

 92:24;152:24

city (1)

 95:10

claim (16)

 7:24;8:1;60:11;

 66:24;72:14;80:22;

 82:14,15,16;133:6;

 139:1;140:13;143:21;

 147:15,20;189:16

claimant (1)

 140:16

Claimants (17)

 79:23;80:14;118:7,

 11,17,19;124:3;125:3;

 128:20;129:10;130:17;

 138:23;151:25;152:7;

 153:13;163:21;181:8

claims (93)

 22:6;56:7,12;57:3,4,

 7,10,19;59:2;60:4,9,12,

 12,18,19,20,21;61:4;

 63:19,22;64:14;67:4;

 69:9,13;71:13,18;

 73:11;79:5;81:2;82:24;

 83:11,12,17;84:25,25;

 85:1;94:4,4,20;99:13,

 17,21,25;100:5,16,18,

 22,23;101:3;118:5,8;

 121:4,6,8,16,16,17,24;

 122:19,25;123:3;

 127:24;134:3,8,20,21,

 21;135:2,5,5,6;136:10;

 140:9;142:5;146:2,3,

 10,11,19;153:2,23;

 164:7,8,10,15,16,21,22,

 24,25;173:18;176:16;

 179:24

clarification (5)

 164:3;184:5,19;

 185:1;186:13

clarified (1)

 188:24

clarify (4)

 80:5,9,17;84:5

clarifying (1)

 22:17

clarity (1)

 99:11

class (9)

 49:17;66:24;77:5;

 99:8,8;112:16,17;

 131:5;181:9

classes (1)

 51:24

classification (2)

 167:5;168:20

clause (1)

 99:15

clear (23)

 29:5;31:23;34:4;

 35:21;36:25;39:10;

 53:22;66:25;80:13;

 81:24;83:22;120:24,

 25;127:21;131:10;

 146:5;147:9,10,10;

 158:18;167:25;176:2;

 178:22

clearly (6)

 53:23;78:18;104:25;

 139:22;143:16;146:9

CLERK (5)

 115:24;138:18;

 164:8,20;184:11

client (10)

 25:5;32:22;47:21;

 96:11;105:18;133:1,

 20,21;136:17;166:7

clients (12)

 14:24;95:22,22;

 103:15,16;104:2;

 112:11;132:13;160:5;

 166:25;175:24;189:17

client's (1)

 98:1

close (4)

 11:12;45:2;58:6;

 182:24

closer (4)

 24:19;114:4;163:12;

 179:14

closing (2)

 36:18;41:9

closure (1)

 10:8

Min-U-Script® eScribers, LLC | (973) 406-2250

operations@escribers.net | www.escribers.net

(4) called - closure Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 196

of 220
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 7, 2019

CNN (2)

 29:8;157:13

cobble (2)

 73:17,22

code (1)

 24:23

codes (1)

 37:5

collapsed (1)

 158:14

colleague (2)

 114:4;136:2

colleagues (2)

 173:11;188:6

collective (1)

 105:21

colloquy (2)

 47:14;144:10

combination (4)

 53:15;60:14;66:20;

 186:7

coming (5)

 58:15;63:20;68:8;

 155:8;176:8

commence (1)

 140:2

comment (7)

 10:22;46:5,14,15;

 50:18;170:16;181:15

comments (4)

 8:17;36:18;41:10;

 114:9

commission (1)

 44:17

commit (1)

 122:12

commitment (8)

 148:20;151:11;

 152:9;161:10,14,15,22;

 162:14

commitments (18)

 57:17;58:10,12,23;

 64:1;75:19;117:20;

 147:23;148:6;149:16,

 25;150:22;161:5,6,14;

 162:3,16,22

committed (7)

 57:21,25;68:21;

 73:16;104:14;119:7;

 122:12

committee (30)

 38:6;55:12;72:9;

 79:22;86:7,19;101:9,

 19;110:6;118:18,19;

 120:24;121:21,22;

 122:3;125:24;129:10;

 135:7;137:19;138:1,

 23;140:11,13;161:10;

 163:20;164:5;165:22,

 24;166:2;177:11

committees (1)

 32:9

committee's (1)

 101:22

committing (2)

 86:7,8

company (10)

 50:4;73:6;74:20;

 78:15;84:22;126:6;

 142:21;161:6;162:17;

 177:17

compare (1)

 9:3

compared (1)

 171:10

comparison (1)

 14:20

compensable (4)

 23:22;24:24;27:8;

 35:4

compensate (1)

 91:10

compensated (1)

 170:19

compensation (2)

 25:25;45:4

compensations (1)

 10:17

competing (17)

 70:5,19;87:21;93:14;

 102:14;104:25;105:12;

 109:19;111:4,6;

 117:14;122:9;128:4;

 131:12;157:25;175:24;

 176:5

competition (4)

 128:8,16;139:18;

 174:1

complained (1)

 118:24

complaints (2)

 149:11;151:12

completely (5)

 58:24;83:21;132:10;

 164:9;177:16

completeness (1)

 151:11

complicated (1)

 181:2

complied (1)

 43:19

compliment (1)

 98:1

comply (6)

 26:3;37:15;38:8;

 90:15;141:25;181:22

composition (1)

 168:5

comprehensive (1)

 17:14

compromise (5)

 42:8;62:5;92:8;

 130:16,17

compromised (1)

 92:9

compromising (1)

 118:8

concede (9)

 17:7;60:9;69:3;

 71:11;76:9,10;122:5;

 123:7;191:13

conceded (1)

 172:3

concern (4)

 48:5;170:21,25;

 171:1

concerned (4)

 13:21;38:19;109:14;

 112:2

concerning (1)

 186:11

concerns (4)

 17:18;41:22;45:7;

 48:7

concerted (1)

 118:17

conclude (4)

 40:17;109:9,25;

 165:21

concluded (2)

 114:13;191:23

concluding (3)

 46:5;107:2;175:19

conclusion (2)

 10:4;71:16

concurrently (1)

 104:22

condemnation (10)

 183:25;185:8;186:3,

 6,8,19,21;187:4,5;

 188:16

condition (2)

 154:14,17

conditional (1)

 19:13

conditionally (1)

 97:11

conditioned (1)

 65:21

conditions (1)

 162:21

conduces (1)

 107:4

conduct (1)

 9:13

conducted (1)

 166:4

confer (4)

 30:12;49:15;190:25;

 191:21

conference (2)

 12:23;117:18

confident (3)

 34:7;35:13;72:18

confidentiality (1)

 42:2

confine (1)

 150:5

confined (1)

 145:25

confirm (9)

 68:11;78:20,20;98:3;

 99:5;102:17,17;

 135:21;168:19

confirmable (10)

 62:14;66:7;69:2;

 84:5;100:25;107:25;

 126:24;143:19;146:6,7

confirmation (17)

 58:3;62:18;68:8;

 95:23;104:9;107:16;

 113:11;119:11;129:19;

 167:23;168:13,15,23;

 169:13;180:2,14,23

confirmed (5)

 22:15;31:13;32:6;

 70:16;180:2

conflict (1)

 23:21

conflicts (4)

 23:22;25:14;26:10;

 30:14

confused (2)

 15:17;177:20

confusion (4)

 23:20;30:20;187:8;

 188:20

Congress (1)

 18:16

conjunction (2)

 140:20,21

connection (1)

 73:24

consecutively (1)

 104:21

consensual (2)

 39:3;190:10

consensually (2)

 133:18,19

consensus (4)

 50:21,25;132:18,19

consent (2)

 141:20;188:19

consented (1)

 100:9

consequence (1)

 64:11

consequences (2)

 29:21;94:24

consider (5)

 28:17;119:14;

 157:17;169:11;173:21

considerably (1)

 129:13

consideration (5)

 72:15,19;105:4;

 113:12;139:7

considerations (1)

 113:6

considered (2)

 84:3;113:25

considering (1)

 116:11

consistent (5)

 13:3;17:2;43:11;

 115:17;119:3

conspiracy (1)

 189:23

constant (4)

 66:14;92:12;123:21;

 139:13

constituencies (1)

 159:24

constituency (2)

 72:3;101:23

constituents (4)

 106:4;137:20;

 166:16;175:4

constituting (1)

 161:16

Constitution (2)

 99:15;100:19

constructive (1)

 93:24

consultant (1)

 176:10

consultants (1)

 176:12

consulted (1)

 44:1

contains (2)

 146:5;164:6

contemplate (1)

 104:25

contemplates (1)

 24:24

contemplating (2)

 69:10;109:18

contest (1)

 180:16

contested (3)

 177:6;180:2,14

context (5)

 45:5;117:14;129:7;

 146:7;158:17

contingency (1)

 22:15

continue (4)

 26:9;78:14;181:14;

 182:3

continues (1)

 76:14

continuing (1)

 127:25

contract (10)

 76:8,14;85:1;108:25;

 119:21;146:1,11,13;

 152:1;153:5

contractors (1)

 111:25

contractual (2)

 59:9;127:24

contrary (1)

 187:22

contrast (1)

Min-U-Script® eScribers, LLC | (973) 406-2250

operations@escribers.net | www.escribers.net

(5) CNN - contrast Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 197

of 220
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 7, 2019

 178:15

control (8)

 19:25;73:1,8;87:22;

 96:11;124:2;126:19;

 133:10

controlling (1)

 28:12

convenience (1)

 101:14

converge (1)

 99:2

conversation (2)

 49:3;112:9

convince (1)

 97:18

cool (1)

 160:8

coordinating (1)

 16:20

copies (2)

 157:22,22

copy (1)

 157:20

corner (1)

 5:21

corners (1)

 140:1

corporate (22)

 50:7,12;73:7;87:22;

 88:9;96:11;103:17,19,

 22;106:2,6,20,25;

 109:12,15;123:6;

 126:19;133:10;166:15;

 167:1;168:9;174:21

Corporation (1)

 5:8

corrected (4)

 15:19,22;80:17;

 143:24

correcting (2)

 15:18,25

correctly (2)

 143:20;150:8

cost (4)

 18:25;19:21;20:15;

 109:22

costs (9)

 18:20;19:6;20:12;

 76:7,8;89:23,25;90:6;

 120:13

cough (4)

 70:11,12;80:6,7

coughing (1)

 70:10

counsel (13)

 11:3,9;22:14;24:14;

 36:17;38:6;50:3;74:4;

 95:9;111:17;121:1;

 137:15;175:22

count (2)

 74:5,6

counted (1)

 21:18

couple (7)

 90:24;93:19;107:19;

 111:15;114:21;148:12;

 169:24

coupled (1)

 25:18

coupon (1)

 127:25

course (20)

 15:7;18:23;22:6;

 23:1;31:10;34:3;37:9,

 22;39:25;40:20,22;

 47:13;73:4;76:14;

 117:11;125:25;132:8;

 136:9;149:13;151:15

Court (859)

 5:3,4,6,9,12,19,19,

 24;6:1,4,6,8,12,15,19,

 21,23;7:1,3,5,7,11,15,

 19;8:9,11;9:8,15,17,19;

 10:10,22;11:18,25;

 12:2,8,11,15;13:3,5,20;

 14:3,13,22;15:2,5,15;

 16:1,4,8,11,13,16,18,

 24;17:1,3,5,9,11,14,19,

 21,23;18:2,5,8,16,25;

 19:8,14,16,23;20:3,6,8,

 16,19,24;21:3,7,7,9,14,

 18,21,23,25;22:2,3,8,

 10,13,23,25;23:3,7,9,

 13,17,25;24:9,12,20;

 25:1,10,23;26:4,6,14,

 16,22,25;27:3,12,17,

 22,25;28:3,6,9,14,18,

 23;29:2,17,25;30:3,9,

 25;31:3,9,22;32:3,8,11,

 14,17,19,23;33:6,22;

 34:10,12,13,18,23;

 35:1,3,8,14,20,22;36:1,

 7,9,11,13,15,21,23;

 37:1,13;38:1,3,24;39:2,

 6,12,13,15,17,20,24;

 40:2,14,25;41:2,6,8,14,

 16;42:4,24;43:3,10;

 44:16,19,22,25;46:11,

 14,16;47:2;48:2,4,17,

 19,21,25;49:7,10;

 50:17,19,23;51:3,5,13,

 17,21,25;52:2,4,11,15,

 17,20,22,24;53:1,3,6,8,

 11,16,20,22;54:1,5,9,

 12,15;55:3,7,15,23;

 56:10,12,22,24;57:13,

 23,25;58:18;59:14,17,

 19,25;60:3,8,12,16,18,

 23;61:2,5,9,11,18,24;

 62:1,3,7,9,12,19,23;

 63:6,11,14,17,24;64:2,

 7,10,25;65:9,14,16,18,

 23;66:1,3,7,9,11,16,20;

 67:1,3,7,9,13,16,19,22;

 68:1,3,13,17,20,24;

 69:4,14;70:1,3,7,18,22,

 25;71:2,5,14,19,21;

 72:11,23;73:4,12,20;

 74:3,9,12,16;75:5,9,19;

 76:6,11,15,17;77:4,7,

 15,20,23;78:2,7,13,16,

 18,23,25;79:4,14,16,

 20;80:2,7,18,20,22;

 81:3,7,10,12,14;82:3,6,

 8,11,18,21,24;83:2,24,

 25;84:7,11,14,16,18,

 20;85:2,4,6,11,15,20;

 86:2,5,7,12,14,17,21,

 25;87:4,10,13,16,25;

 88:3,6,8,17,21,24;89:2,

 11;90:7,10,12,22,24;

 91:5,7,14,16,23;92:5,8,

 12,20;93:6,11,13,16,

 21;94:1,7,13,14,25;

 95:4,6,8,19;96:8,14,17,

 20,22,25;97:3,5,7,10,

 15,18,21,23,25;98:3,5,

 9,24;99:2,13,19,22;

 100:1,3,7,12,12,21;

 101:5,8;102:2,20,22;

 103:10,13,15,17,21,24;

 104:3;105:1,5;106:5,9,

 16;107:7,10;108:21;

 110:10,13,16,19,24;

 111:6,12,14,20;112:7,

 11,15,21,24;113:7,10,

 13,24;114:1,3,17,25;

 115:2,6,17,25;116:2,4,

 10,13,17,19,21,23;

 117:20;118:3,22;

 119:2,10,10,25;120:9,

 18,21;121:12;122:5,20,

 22;123:2,7,8,12,16,21;

 124:1,7,9,11,13;125:4,

 7,9,17,19,25;126:3,15,

 21;127:5,9,11,18;

 128:9,21;129:5;130:1,

 8,12,19;131:1,18,20,

 22,24;132:2,5,8,12,14,

 21;133:13,15,18,20,25;

 134:4,7,10,13,17,19,

 25;135:12,14,18,20,24;

 136:1,6,8,14,16;137:5,

 7,10,24;138:3,5,7,11,

 13,17,19,21;139:3,9,

 11,13,19,24;140:3,15,

 17,19,25;141:2,5,9,13,

 15,17,24;142:2,2,4,7,

 13,15,17,23;143:3,8,

 17,18,18,23;144:1,4,7,

 13,14,16,18,23;145:5,

 10,12,15,19;146:15,17;

 147:2,6,13,20,25;

 148:3;149:13,19,21;

 151:1,2;154:6,16,20,

 23;155:19;156:3,6,8,

 10,12,14,17,25;157:3,

 5,8,11,13,17,24;158:6,

 13,16,22;159:8,11,14,

 20;160:2,11,15,19,22,

 24;161:1,3,20,24;

 162:1,4,6,12,23;163:6,

 9,16,24;164:14,18;

 165:7,9,15,18,20,22,

 25;166:6,10,14,21,23;

 167:3,8,11,15,18,20;

 168:19,25;169:4,7,10,

 14,17,19,22;170:7,14;

 171:2,4,6,13,16,18,23;

 172:5,9,12,14,16,20,

 23;173:2,4,7,10,13,22,

 24;174:2,4,7,9,11,14,

 18,23;175:2,4,7,13,16,

 18,21;176:17,20,23;

 177:1,4,9,14,20,24;

 178:8,10,12;179:2,4,7,

 9,11,20,23;180:4,6,9,

 13,16,19;181:6,15,19,

 24;182:1,2,4,7,10,12,

 14,15,17,21,23;183:6,

 10,15,17,19;184:4,8,

 12,17,23,25;185:3,7,

 10,13,16,17,18,19,20,

 23;186:12,20,24;

 187:10,14,18,20,23;

 188:15,18,23;189:1,6,

 8,19,21,23;190:1,9,17,

 23;191:2,10,17,22

courtroom (4)

 82:13;100:8,17;

 154:11

courts (2)

 32:5;43:7

Court's (11)

 11:23;23:1;27:2;

 30:4,7;31:14;40:23;

 139:2;142:9;186:10;

 189:11

cover (3)

 70:10;127:20;174:23

covered (2)

 47:13;132:22

covers (1)

 26:20

coxed (1)

 117:9

CPUC (20)

 18:25;19:2;21:8;

 22:6;37:8;79:11,11;

 83:10;84:9;96:10;

 104:24;105:14;109:5,

 6,18,20;114:17;

 119:12;165:5;171:10

CPUCs (1)

 89:22

cram (4)

 95:23;110:24,25;

 111:2

crammed (1)

 167:5

Cravath (3)

 21:2;51:1;53:9

create (5)

 128:8;132:18;

 139:19;146:22;151:7

created (1)

 25:25

credibility (1)

 92:1

credit (2)

 75:1;146:11

Creditor (11)

 57:11;59:1,12,12;

 72:2;74:20,23;75:3;

 79:10;112:5;179:22

creditors (13)

 38:6;72:7;79:8;

 95:12;97:13;100:25;

 101:19;106:3;117:10;

 131:9,9;164:6;183:2

Creditors' (2)

 101:9,22

Creditor's (2)

 72:8;124:16

cries (1)

 129:14

criminal (2)

 21:17;22:1

critical (1)

 170:22

cross (1)

 85:10

cross-country (1)

 49:17

crossed (2)

 10:2;155:21

crossroads (2)

 130:5,6

crowd (1)

 5:9

crush (1)

 6:10

culture (1)

 170:10

Cum (2)

 52:18,18

current (3)

 58:22;59:4;114:15

currently (1)

 119:8

curtailed (1)

 31:15

cushion (1)

 94:4

cut (3)

 26:4;145:17;149:24

D

damage (5)

 54:14;61:12;176:10,

 12;187:21

damages (1)

 188:12

dangerous (1)

Min-U-Script® eScribers, LLC | (973) 406-2250

operations@escribers.net | www.escribers.net

(6) control - dangerous Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 198

of 220
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 7, 2019

 31:12

data (5)

 156:11,12;190:6,7,8

database (2)

 154:13;164:4

date (17)

 77:12;81:17,24;

 83:11;89:20;122:24;

 134:16;135:3;153:19,

 25;155:11;190:4,15,15,

 20,23;191:5

day (20)

 12:24;77:23;78:8;

 96:19;99:3;107:25;

 108:13;111:1;117:2,

 17;120:25;123:14;

 144:22;145:2;149:16;

 154:24;155:3;156:19;

 164:23;182:17

days (8)

 11:4;49:14,14,18,25;

 129:22,22;159:3

days' (1)

 191:10

DCC (1)

 25:12

dead (3)

 60:8,24;61:14

deadline (16)

 49:20;60:18;69:19;

 79:7;104:2;105:19,22;

 119:12,15;134:8;

 164:16;167:11,13,14,

 17;183:4

deal (16)

 11:8;49:7;84:20,21,

 23;85:23;106:20,22;

 117:10;127:23;147:12;

 153:22;162:6;174:20;

 187:1;191:14

dealing (4)

 87:14;133:8;147:9;

 155:14

death (4)

 54:7;64:10;187:16;

 188:4

debate (2)

 101:24;180:19

debating (1)

 14:5

debt (17)

 57:18;58:11;59:10;

 65:14;75:22,23;76:12,

 13;94:25;108:6;109:3,

 7,21;119:7,19;127:25;

 146:25

debtor (39)

 61:21;73:16;85:9;

 87:19;90:15;92:13;

 93:2;94:17,22;95:16;

 100:15;102:24;103:1;

 104:5;107:14;111:3;

 115:19;124:14;126:14,

 23;127:6;136:10;

 146:8;147:15,16,17;

 148:25;153:23;168:9;

 170:21;172:2;180:16;

 182:8;185:4;190:6,20;

 191:1,11,13

debtors (45)

 52:7;53:10;56:3;

 67:5;69:10;72:16,21;

 76:2;87:6;88:12;89:15;

 102:15;110:4,5,21;

 116:6;117:7,8,16,19,

 23,25;118:1,6,10,14,

 15;119:17;120:16;

 122:4;128:19;135:4;

 148:17,22;149:24,24;

 150:1,6,14,16;151:23;

 155:18,20;164:5;186:9

debtors' (23)

 101:15;108:3;

 114:12;115:7,11;

 119:8,13,16;122:11;

 125:10;144:21;148:9,

 13;149:6,11;150:23;

 155:12;157:7;163:1,

 11;165:3;171:20;

 186:16

debtor's (15)

 57:6;70:15;72:10;

 75:12,17;81:2;82:1;

 84:4;88:14;89:6,8,18;

 94:8;97:12;180:1

debts (1)

 146:10

decade (2)

 174:20,22

December (3)

 105:17;186:9;190:7

decide (8)

 39:5;87:17;101:24;

 152:5,15;161:19;

 162:20,21

decided (5)

 102:3;106:13;122:6,

 25;152:5

decides (1)

 140:4

decision (13)

 41:4;70:20;87:18;

 89:16;112:19;113:18;

 120:8;126:13;155:1;

 173:15;178:20;183:22;

 188:7

declarations (3)

 94:15,16,18

decrees (1)

 80:20

dedicated (1)

 121:7

default (1)

 27:3

defeat (1)

 86:10

defend (1)

 163:24

defer (3)

 15:23;186:22;187:2

definitely (1)

 27:11

definition (2)

 54:13;81:21

Delaware (1)

 28:16

delay (1)

 126:18

delegate (1)

 168:7

delivered (2)

 151:2,3

delta (2)

 66:19;129:13

demonstrated (1)

 125:14

denied (1)

 183:10

Dennis (2)

 5:5;101:18

dense (1)

 38:13

departure (1)

 42:25

depending (2)

 64:23;74:25

depends (2)

 113:18;137:22

deposition (5)

 127:21;152:13,14,

 19,24

describe (2)

 37:9;70:7

described (2)

 29:14;167:24

descriptive (2)

 29:15;37:15

deserve (3)

 170:23,24,25

designed (3)

 12:17;87:21;159:25

detail (1)

 141:3

detailed (1)

 50:6

details (2)

 9:14;41:20

determination (6)

 92:23;115:13;

 120:15;123:17;142:8,9

determine (2)

 135:6;156:21

determined (5)

 113:4;127:14;142:4;

 143:18;168:24

determines (3)

 83:24;113:7;142:3

detour (1)

 147:11

detriment (1)

 99:8

detriments (1)

 115:10

develop (1)

 90:17

developed (2)

 115:15;176:11

developments (1)

 158:23

deviance (2)

 14:11;15:12

deviate (1)

 14:8

difference (11)

 30:19;43:8;77:9;

 83:7;87:2,3;147:23;

 148:5;156:3;171:11,13

differences (2)

 148:19;156:9

different (29)

 23:24;28:19;34:14;

 35:7;42:7;43:9;44:2;

 45:7;53:15;54:16;

 69:17;87:11,23;108:1;

 123:15;132:10;136:2;

 143:11,12;145:22,23,

 23;146:19;148:15;

 149:3;165:12;171:7;

 173:9;174:1

differently (1)

 64:2

difficult (3)

 10:4;37:17;142:24

difficulty (1)

 56:20

diligently (1)

 50:20

diluted (2)

 77:20;112:17

dilution (1)

 77:22

Dincirca (1)

 23:14

dinner (1)

 41:13

direct (1)

 168:7

directed (1)

 148:10

direction (2)

 46:9;49:23

directly (1)

 8:7

disadvantageous (1)

 146:8

disagree (3)

 34:18;165:13;186:23

disagreement (1)

 7:18

disallow (1)

 13:12

disallowed (1)

 29:22

disappear (5)

 147:23;161:7;

 162:18,18,22

disappears (1)

 59:5

disclose (3)

 14:15;32:21;58:1

disclosed (2)

 29:23;75:18

disclosing (1)

 29:22

disclosure (4)

 15:3;25:6;58:2;

 137:12

disclosures (1)

 24:2

discomfort (1)

 10:23

disconsonant (1)

 153:21

discount (7)

 14:25;27:4;83:19;

 118:9;126:7,7;127:23

discounted (1)

 14:17

discounting (1)

 83:6

discrepancy (1)

 81:20

discretion (4)

 161:15,18;162:20,21

discriminates (1)

 113:5

discrimination (5)

 78:11;112:8,16;

 131:5;167:6

discriminatory (1)

 130:25

discussed (1)

 26:7

discussion (7)

 14:21;35:24;44:5;

 50:1;148:23;149:4;

 160:7

discussions (4)

 35:12,15;45:22;

 107:21

disparate (1)

 145:8

dispense (1)

 136:13

dispute (3)

 35:20;54:4;185:10

disputed (2)

 187:11,14

disputes (1)

 32:1

disqualify (1)

 25:5

disregard (1)

 153:9

disrespect (1)

Min-U-Script® eScribers, LLC | (973) 406-2250

operations@escribers.net | www.escribers.net

(7) data - disrespect Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 199

of 220
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 7, 2019

 28:21

disrespectfully (1)

 28:18

distinction (1)

 23:9

distributable (1)

 123:1

distribution (1)

 173:20

district (21)

 19:12;23:7;24:6;

 25:21;26:23;27:6;

 66:20;88:18,24;99:2;

 100:12;119:10,23;

 123:8;142:8;143:18;

 171:6,23;187:9;188:1,

 8

districts (1)

 28:15

district-wide (1)

 27:18

divide (1)

 163:14

DOA (1)

 88:18

doable (2)

 99:18;156:1

dock (1)

 6:15

docket (2)

 8:15;117:1

doctrinaire (1)

 45:4

document (3)

 157:21;161:16,21

documents (1)

 162:20

Dodgers (2)

 158:8,9

dollar (7)

 8:4;58:21;82:17;

 84:8;137:17;176:7;

 180:12

dollars (56)

 7:24;18:21;57:6,16;

 58:20;59:3,7;60:5;

 62:16;64:13;68:11,21;

 69:2;73:11;74:24,25,

 25;75:16,20,23,24;

 76:21;82:14;83:13;

 91:11;92:3,18;93:3;

 94:3,20;95:1,12;97:2;

 99:4;118:8,9;119:6,7;

 120:13;121:22;122:10;

 123:4;124:5;140:8,10;

 141:14;142:6;145:1;

 153:23;164:24;174:11;

 179:21,22,25;181:5,10

dollars' (1)

 150:17

Donato (31)

 22:9;60:4;62:24;

 80:16,20;84:8;89:5,13;

 91:16;98:10,16,25;

 99:25;100:3;115:22;

 119:9;123:17;124:4;

 125:12;126:12;131:14,

 16;141:11;179:12;

 184:1,3,16;186:4,14;

 187:25;188:12

Donato's (2)

 21:7;91:3

done (32)

 10:9;32:23;33:4,4,5;

 34:8;36:18;42:14,15;

 43:16;47:3;49:24;

 85:23;101:16;102:17;

 104:13;105:18;108:16,

 16;119:5,24;135:16;

 144:25;153:17;162:23;

 167:14,15;169:12;

 173:16,18;180:1;

 189:12

doomed (1)

 178:13

door (2)

 5:21;67:17

dotted (1)

 155:22

doubt (1)

 164:10

down (22)

 25:1;29:7;42:16;

 46:22;95:20,23,25;

 102:11;104:9;105:16;

 109:14;110:25,25;

 111:2;112:9;113:4,8;

 166:18;167:5;171:5;

 174:4;180:22

downside (5)

 126:17,18;128:4,5;

 183:4

dozens (1)

 166:4

drafted (1)

 71:10

drag (1)

 167:5

dramatic (1)

 171:11

dramatically (5)

 149:15;151:22,24,

 25;153:20

drill (1)

 102:11

drives (2)

 139:23,24

drop (1)

 80:7

dry (2)

 118:20;151:15

due (5)

 81:17;99:15;100:19;

 108:4;164:19

Dumas (106)

 68:11;72:8;79:3,16,

 19,21,21;80:4,8,19,21,

 25;81:6,9,11,13,15;

 82:5,7,10,12,19,23;

 83:1;84:2,12,15,17,19,

 21;85:3,5,8,12,18,24;

 86:3,6,11,13,15,19,24;

 87:1,5,12,15,24;88:2,4,

 7,11,20,23;89:1,3,12;

 90:9,11,13,23;91:19,

 22;121:9;123:7,22,24;

 125:20;133:21;135:10;

 140:6;143:13,24;

 159:13;163:15,19,19;

 164:1,17,19;165:8,10,

 17,19,21,24;166:2,9,

 11;167:2,7,10,13,19;

 168:1,23;169:1,6,8,11,

 16,17,18,20;172:3;

 180:21

Dumas' (1)

 120:24

Dumas's (3)

 95:22;97:19;141:6

Dunne (33)

 101:11,17,18;102:3,

 21,23;103:12,14,16,19,

 22,25;104:4;105:2,10;

 106:6,10,17;107:9,12;

 108:23;110:12,14,17,

 20;111:4,8,13;127:3,

 13;139:15;162:15;

 169:2

Dunne's (3)

 101:10;132:13;

 144:10

duplicating (1)

 16:21

duplication (1)

 8:8

during (3)

 9:3;115:18;155:18

duties (1)

 119:17

duty (3)

 16:19;19:7;169:12

E

earlier (7)

 37:6;41:21;42:13,22;

 117:13;137:15;139:21

earliest (2)

 115:12;129:24

early (3)

 27:19;114:20,21

Earth (1)

 164:11

easier (4)

 12:17;62:21;81:3;

 89:8

easily (1)

 119:19

easy (3)

 102:16;133:5;164:21

eat (2)

 49:18;65:12

eaten (1)

 19:1

eats (3)

 64:5;82:8,11

ECBs (1)

 73:19

echo (1)

 109:5

economic (8)

 59:8;63:10,11;64:20;

 65:7;115:8;125:22;

 188:12

economically (2)

 103:5;146:8

Ed (1)

 105:23

effect (2)

 73:7;159:16

effective (3)

 77:12;81:17;89:20

effectively (1)

 36:5

effort (8)

 8:8;9:1;36:2;46:18;

 118:17;154:22;183:9,

 20

efforts (2)

 9:3;16:22

eight (8)

 7:13;55:18,19;66:18;

 79:17,25,25;129:13

eighteen (9)

 57:22;60:5;68:20;

 69:2;80:22;81:18;

 118:3,4;141:14

eight-four (1)

 81:20

eight-hundred (1)

 7:24

eighty (1)

 30:17

either (18)

 11:5;13:22;21:6;

 24:16;31:7;32:22;39:4;

 50:3;58:1;59:10;72:14;

 101:23;103:1;115:4;

 125:5;140:12;144:5;

 187:10

either/or (1)

 188:10

elected (1)

 118:12

Electrical (2)

 111:22;186:18

eleven (7)

 61:5;76:21;81:4,10,

 16;118:9;145:1

eleven-billion-dollar (1)

 139:7

eleven-billion-dollar-agreed-upon (1)

 139:1

eleven-billion-dollar-allowed (1)

 72:14

eliminate (1)

 65:11

eliminating (1)

 90:5

Elizabeth (1)

 36:19

else (17)

 8:12;49:13;64:12;

 73:1,2;85:12;87:18;

 106:20;119:5;122:6;

 125:16;133:3;147:7;

 152:10;160:9;163:10;

 174:14

email (10)

 157:7,15;158:20;

 159:6,15;163:23,25;

 164:2;170:3,11

emails (2)

 157:7;170:1

embedded (2)

 141:7;154:5

embellishment (1)

 40:17

embodies (1)

 110:9

emboldened (1)

 130:14

embrace (1)

 151:17

embraced (2)

 151:21;159:4

emerge (1)

 142:21

emergence (1)

 108:4

emotion (1)

 183:20

employed (1)

 78:3

employee (1)

 77:16

employees (7)

 77:2,9,14;78:14;

 111:25;112:18;130:24

employer (1)

 112:3

employment (3)

 19:13;77:13;112:13

encourage (1)

 152:15

end (19)

 11:12;19:5;42:6;

 49:25;52:14;54:17,19;

 77:23;78:8;84:25;

 95:20;96:19;99:3;

 107:25;108:13;144:22;

 145:2;154:24;178:18

endorse (1)

 120:6

endorsing (1)

Min-U-Script® eScribers, LLC | (973) 406-2250

operations@escribers.net | www.escribers.net

(8) disrespectfully - endorsing Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 200

of 220
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 7, 2019

 120:10

energies (1)

 9:4

energy (1)

 183:20

enforceable (1)

 161:15

engage (1)

 10:9

English (1)

 158:7

enormous (1)

 19:24

enough (14)

 25:24;41:5;45:12;

 48:24;51:11;68:3;

 78:25;95:12;97:5;

 119:7;122:2;147:7;

 176:15;190:11

ensure (1)

 19:8

enter (3)

 17:1;35:17;45:21

entire (1)

 49:3

entirely (1)

 187:21

entities (8)

 51:1,2;72:20;81:23;

 84:10;118:2,3;130:7

entitled (13)

 65:6;83:24;127:15,

 16;129:10,11;135:4;

 136:4;141:12,21;

 145:2;178:2,17

entitlement (1)

 153:5

entity (3)

 57:3;118:5;165:8

entrenched (1)

 96:3

entries (5)

 12:5;15:18;16:16;

 29:15,15

entry (11)

 15:19,21,22,25;16:1;

 29:7,11,20,21;45:10,18

equitable (1)

 113:5

equity (63)

 19:1;56:3;57:17;

 58:11,14,15,16,17,21,

 22;59:4,4,7,10;63:3,9,

 19,21;64:6,13,14,16,

 19;65:11;69:12,19;

 71:9;72:25;74:21,24;

 75:21;77:10,10;87:7;

 96:3,4,4;103:1,6,11,12;

 104:5,10;105:16;

 109:14;112:8,21;

 119:6;123:5;125:16;

 126:2;127:4;131:4,5;

 132:3;148:11;150:9,

 15,17;168:2,6;179:22;

 183:8

equity-holder (2)

 148:14,15

equity's (1)

 102:24

erroneous (4)

 15:18,18,21,25

esoteric (1)

 131:6

especially (1)

 41:24

essences (1)

 178:7

essential (1)

 115:13

essentially (1)

 92:9

establish (1)

 82:15

established (1)

 38:23

Estala (1)

 179:3

estate (5)

 26:9;37:22;71:16;

 72:9;122:18

estates (2)

 79:13;121:7

estate's (1)

 121:23

estimate (12)

 99:13;100:5,15,16,

 17,22,23;101:3;142:5;

 143:7;144:14;153:3

estimated (7)

 56:15;80:16;82:1,3;

 99:25;140:12;141:23

estimates (6)

 60:4;99:1;125:12;

 155:13;178:14,15

estimating (1)

 99:21

estimation (64)

 22:6;37:7;56:6;57:4,

 10;59:1;60:13,24,25;

 61:3,11,23;62:4,12,17,

 20;64:2,4,17,23;65:10,

 22;66:4,20;67:4,25;

 68:4,7,8,15,20,23;69:1,

 8;71:12;73:5;83:20;

 85:23;99:2;100:9;

 102:15,25;104:4;

 106:8,14;107:1,16;

 113:18;119:8;123:8,

 18;125:5;140:8;

 141:10;143:10,15;

 144:22;165:13;172:7;

 178:1;180:11;181:4;

 183:4;187:18

estimations (1)

 177:16

estoppel (1)

 8:7

evaluate (3)

 134:3;135:5;189:12

evaluated (3)

 90:13;115:15;174:4

evaluating (1)

 174:2

even (27)

 14:5;26:17;39:3;

 42:24,25;81:24;82:14,

 15;87:19;92:21,22;

 94:3;105:12;117:7;

 130:8;134:10;135:3;

 137:16;140:3;144:10,

 23;154:13;158:19;

 162:15;186:8;187:14;

 190:18

event (2)

 159:3;161:19

eventuality (3)

 62:15;64:20;79:13

everybody (23)

 35:13;37:23;73:1,2;

 79:13;85:12;87:17;

 94:10,11,22;96:2;

 101:14;103:5;132:10,

 11,15;144:19;153:21;

 154:11;170:17;180:3;

 188:15;189:15

everybody's (2)

 149:24;159:18

every-day (2)

 77:24;78:2

everyone (4)

 5:6;8:12;44:6;159:2

everywhere (1)

 146:3

Evidence (20)

 9:13;94:13,25;121:3,

 3,5,18,18;122:24;

 126:11,12;134:2;

 135:15;136:10;150:19,

 21;151:7,8;152:11,11

evolved (1)

 150:23

ex (2)

 32:20;36:25

Exactly (20)

 12:7;13:4,6;16:10,

 15;38:14;46:8;82:10;

 83:1,3;86:24;112:23,

 23;128:12;130:16;

 134:9;139:25;160:9;

 162:25;184:5

examiner (17)

 6:3;14:12;16:20;

 17:8,15;19:9;20:20;

 23:19;29:14;30:11;

 31:20;32:18;34:16;

 35:11;37:1;38:12;

 43:17

examiner's (3)

 11:25;17:1;35:19

examining (1)

 12:18

example (10)

 9:25;12:22;33:17;

 43:13;44:5;58:25;90:3;

 120:1;147:14;161:13

exceed (1)

 94:20

exceeded (1)

 176:16

exceeds (3)

 61:2,3;62:12

Excellent (1)

 51:12

exception (2)

 38:11;72:4

excess (2)

 80:15;124:5

excessive (1)

 120:13

exchange (1)

 157:15

excited (1)

 131:6

excluded (1)

 8:21

exclusive (1)

 7:25

exclusivity (55)

 54:18;55:4;56:8;

 58:9;69:6,17;72:4,6,

 10;73:2,13,25;78:19;

 79:9,9;86:3;97:12;

 105:14;107:4,13,18,24;

 108:24;109:24;110:2;

 115:14;117:21;121:2;

 128:16,18,22;129:3;

 130:8;135:2;139:19,

 23,25;149:9,10;

 151:20;152:15;154:4;

 155:1,18;156:22;

 159:21;160:17;166:3,

 8;167:22;169:9;177:6;

 182:21;183:9;185:20

excuse (4)

 43:7;80:23;88:17,17

executive (3)

 50:7;86:19;177:10

exemption (1)

 19:15

Exhibit (1)

 157:6

exist (2)

 144:4;156:23

existence (1)

 33:12

existing (8)

 40:19;58:17;63:21;

 64:5,19;131:4;132:3;

 168:16

exists (2)

 99:11;144:2

exit (4)

 106:19;113:10,21,22

expect (4)

 22:24;89:2;115:5;

 169:23

expectation (1)

 53:14

expected (2)

 27:9;169:22

expedite (1)

 43:21

expedited (1)

 190:18

expense (8)

 19:2;50:8;74:19,22;

 75:1;117:12;126:18;

 174:3

expenses (4)

 7:25;13:12;37:20;

 50:9

expensive (1)

 74:20

experience (3)

 129:16;137:19;

 142:17

experienced (7)

 29:5,6,18;47:10;

 129:15;133:7,9

expert (1)

 159:13

experts (2)

 135:17;136:22

explain (8)

 8:11;27:8;62:10;

 69:5;102:6;141:2;

 173:22;177:14

explained (1)

 62:7

explaining (1)

 85:7

explanation (1)

 14:11

explicitly (1)

 14:19

express (2)

 11:23;87:20

expressed (2)

 87:11;170:6

extend (2)

 190:4;191:6

extended (1)

 190:23

extensively (1)

 188:4

extent (16)

 9:10;19:6;32:2;

 39:23,24;40:19;46:16,

 21,24;47:2;133:10;

 146:12;154:22;173:16,

 17;177:17

extra (4)

 68:13,14;76:8;

 147:11

extraordinarily (3)

Min-U-Script® eScribers, LLC | (973) 406-2250

operations@escribers.net | www.escribers.net

(9) energies - extraordinarily Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 201

of 220
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 7, 2019

 56:5;57:11;150:24

F

face (4)

 76:2;135:2;139:7;

 166:7

face-to-face (1)

 49:17

facilities (1)

 146:11

facility (2)

 75:25;76:4

fact (18)

 21:12;45:2;53:19,24;

 82:3;98:6;99:10,12;

 126:22;139:20;141:11;

 144:11;150:7;152:25;

 154:21;156:23;190:24;

 191:14

facts (14)

 54:1,3;90:16;94:15;

 118:22;150:23;151:1,

 1,5;152:25;156:22;

 185:10;187:12,14

factual (1)

 90:1

factually (3)

 185:9,11;186:17

fail (3)

 71:6;178:13;181:21

fails (3)

 69:13,15;106:24

failure (2)

 94:25;105:22

Fair (7)

 48:24;68:3;78:25;

 97:5;113:5;170:24;

 175:25

fairly (2)

 91:10;170:19

faith (1)

 168:10

fall (2)

 106:7;161:7

fallback (1)

 105:13

falling (1)

 109:14

falls (3)

 105:16;106:15,17

false (1)

 187:3

far (5)

 13:21;118:5;144:19;

 176:1,2

fashion (1)

 164:21

fatal (1)

 120:2

fatally (3)

 58:7;120:2,4

favor (13)

 41:18;68:6,10;72:5,

 9,10;79:9;93:19;

 108:23;141:21;181:9;

 190:10,12

favorable (1)

 23:14

favorably (1)

 170:10

fear (1)

 87:20

feasibility (6)

 58:5;106:11;109:5;

 113:12;115:14;180:23

feasible (2)

 73:23;108:5

February (6)

 60:3;69:23;89:13;

 105:17;131:13,14

Federal (6)

 9:13;56:8;119:9;

 127:15;146:14;171:9

fee (57)

 5:9,12,16;6:3;7:23;

 11:25;12:14,16,18;

 14:12,15;15:11;16:9,

 19,20;17:1,7;19:9;

 20:1;23:4,11,15,19,23;

 24:4,24;25:2,19,19,22;

 26:11,19,21;29:14,20;

 30:11,22,23,23;31:10,

 20;32:1,18;33:18;

 34:16;35:11,17,19;

 37:1,2,9,20;38:12;

 40:5;43:16;44:5;52:9

feedback (1)

 132:25

feel (1)

 29:19

feelings (2)

 170:5,12

feels (1)

 39:24

fees (14)

 7:24;10:10;15:13;

 19:5;21:12;26:4;29:22;

 31:5,16;75:14,16,17,

 22;76:5

Feld (1)

 55:11

Feldman (40)

 138:10,13,14,20,22,

 22;139:4,10,12,14;

 140:16,18,20;141:1,4,

 8,10,14,16,19;142:1,4,

 11,14,16,19;143:2,6,

 12,22,24;144:2,6,9,15,

 17,20,24;145:11,12

Feldman's (1)

 181:15

fell (1)

 151:10

felon (2)

 166:17;168:14

felt (2)

 34:21;157:13

FEMA (7)

 57:3;81:22;83:9,10;

 84:9;124:8;165:5

FEMA's (1)

 82:14

fences (1)

 69:20

FERC (1)

 21:7

few (7)

 11:4;59:6;90:19;

 105:7;109:1;115:18;

 121:9

fiduciaries (6)

 72:6;118:10;120:16;

 122:4;134:3;135:9

fiduciary (4)

 72:9;109:13;119:17;

 136:11

fifteen (4)

 47:20;116:9;145:17;

 184:2

fifteen- (1)

 65:2

fifteen-hundred (1)

 18:20

fifteen-minute (2)

 101:14;115:18

fifty (3)

 27:4;28:17;129:10

fight (11)

 95:21,21;96:5,11,23;

 103:25;109:15;117:13;

 152:1;166:15;168:15

fighting (1)

 126:18

figure (16)

 8:4;45:18;59:17;

 61:2;66:5,21;92:10;

 97:19;99:3,16;100:16;

 133:5;134:23;141:6;

 178:13;187:24

figuring (1)

 164:24

file (10)

 10:25;17:16;51:6;

 54:23;74:11;100:24;

 119:3;123:17;177:11;

 184:6

filed (24)

 33:18;51:9,9,10;

 56:4;70:14;75:19;

 104:24;117:7,24;

 118:15;134:20,21,21;

 146:13;154:4;155:20;

 164:15,16;172:17;

 173:12;184:1;186:4;

 191:3

filers (1)

 128:25

files (1)

 156:20

filing (2)

 24:16;161:9

filings (3)

 17:12;92:25;173:11

Fill (1)

 141:2

filled (1)

 19:11

final (10)

 30:23;31:1,3,17;

 39:22;52:9;93:7;95:7;

 100:1;165:13

finality (2)

 31:11;32:8

finalize (1)

 7:21

finally (3)

 9:5;14:7;34:22

finance (2)

 73:6;89:21

financeable (1)

 71:23

financial (5)

 91:21;94:18;152:20;

 155:10;176:10

financially (2)

 88:12;89:7

financing (39)

 57:14,17,18,18,21,

 25;58:10,12,14,16,23;

 59:9;64:21;69:13;

 71:17;73:16,17,22;

 75:14,19,22;76:3;

 108:3;109:8;144:10;

 148:9,14,15,16,21,25;

 149:2,4,6;150:1,4,6;

 151:2;180:24

find (7)

 71:16;81:23;90:18;

 96:23;103:4;109:1;

 162:2

finding (2)

 98:25;153:20

findings (1)

 75:9

finds (2)

 100:21;165:5

fine (11)

 9:15,17;26:8;37:12,

 25;48:13;85:16;96:1;

 135:21;137:24;169:20

finger (1)

 117:2

finish (1)

 179:12

finished (1)

 70:15

finite (1)

 178:13

Fire (21)

 21:6;22:2;53:21;

 61:6,12;66:20;81:22,

 25;82:19;83:9;84:9;

 89:25;90:3;123:8;

 133:6;145:8;160:3;

 165:5;174:25;189:13,

 16

fires (3)

 53:24;99:17;175:5

firm (18)

 12:10,12,25;13:19,

 23;14:22;15:20;21:5,5,

 5;25:3,3,12;34:24;

 37:3;51:8,9;55:19

firms (5)

 14:10,23;43:7;47:3;

 86:16

first (35)

 5:16,22;7:22;11:22;

 12:13,19;16:14;25:25;

 27:22;34:8;47:7;49:16;

 58:12;63:19;65:19;

 74:19;80:5;93:6;113:3;

 115:7;117:7;122:17;

 127:3;131:16;140:22;

 145:25;149:4,14,16;

 150:22;151:4;155:14;

 163:15;170:15;172:5

fit (3)

 135:22;149:25;

 150:23

five (22)

 7:21;10:18;11:21;

 22:22;24:7,9,19;25:18;

 26:17,19;27:23;37:13,

 14;44:6,11,14,19;49:2;

 55:20;83:13;97:1;

 100:23

five- (1)

 24:17

five-percent (1)

 24:17

fix (1)

 85:15

fixes (2)

 88:19;123:18

FJR (1)

 108:25

flat (1)

 151:10

flaw (1)

 146:20

flawed (1)

 58:7

flexibility (1)

 97:11

flip (1)

 143:9

floor (1)

 140:7

fluff (1)

 60:21

fly (2)

 6:10;28:4

flying (1)

Min-U-Script® eScribers, LLC | (973) 406-2250

operations@escribers.net | www.escribers.net

(10) face - flying Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 202

of 220
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 7, 2019

 145:24

focus (9)

 26:1;62:21;74:22;

 104:1;117:1;128:13;

 154:22;157:24;170:14

focused (3)

 25:11,12;103:22

focusing (2)

 61:6;131:2

fold (4)

 91:17;103:3;104:6;

 108:14

folks (1)

 124:17

follow (10)

 23:7;24:6;29:7,16;

 33:19;39:1;41:2;69:23;

 114:9;152:17

followed (2)

 55:17,19

following (2)

 188:21,23

follow-up (1)

 9:19

fooled (1)

 105:8

force (1)

 149:2

forced (2)

 172:2;182:7

forever (1)

 27:19

forget (1)

 152:9

forgetting (1)

 52:20

forgot (1)

 53:3

forgotten (1)

 33:8

form (8)

 60:25;72:15,19;

 73:22;109:19,22;

 114:15;139:7

formulated (1)

 154:2

forth (3)

 115:11;122:1;181:21

forty (1)

 129:22

forty-five (2)

 115:20;118:9

forty-hour (2)

 23:19;24:4

forty-six (1)

 37:5

forty-six- (1)

 153:2

forward (23)

 25:15;32:11;39:10;

 43:24;60:1;75:10;95:2;

 96:6;98:7;108:14;

 109:17;110:8;111:9;

 113:22;125:1;128:17;

 129:17;132:16,19;

 152:6;167:11,16;189:1

fostered (1)

 139:18

fought (1)

 118:11

found (4)

 90:4;124:4;156:24;

 177:17

foundation (1)

 157:2

foundations (1)

 156:16

founded (1)

 160:20

four (9)

 11:24;12:13,16,22;

 21:21,22;51:1;100:19,

 23

four-month (1)

 30:8

fourteen (11)

 55:17;61:7;66:17;

 68:22;80:24;119:5;

 122:10;124:5;149:22,

 23,25

fox (1)

 80:11

frame (3)

 167:15;168:12,12

FRANCISCO (1)

 5:1

frankly (2)

 89:9;98:13

freight (1)

 129:19

frequently (1)

 136:3

Friday (3)

 172:17,20;173:12

friends (1)

 118:12

front (9)

 31:25;51:15;99:10;

 102:5;184:2;186:4;

 187:13;188:11,13

frustrate (1)

 118:18

fulfilled (2)

 117:19;131:13

full (25)

 13:16;22:24;65:6;

 67:11;73:15;91:12;

 94:11,12,22;95:12;

 97:13;98:8;101:1,4,23,

 24,25;104:12,12;

 106:6;125:3;140:13;

 141:22;152:13;153:13

full-throated (1)

 102:4

fully (1)

 91:10

functionally (1)

 31:10

fund (8)

 104:13;106:18;

 119:7;125:15;126:6;

 132:1;140:23;142:22

fundamental (2)

 79:2;148:5

Fundamentally (2)

 24:3;187:3

funded (1)

 104:15

funding (3)

 108:2;148:3,4

Funds (3)

 81:22;113:21;125:2

further (9)

 10:23,25;11:2;14:4;

 17:5,11,15;18:4;36:1

future (3)

 20:4;32:7;112:3

G

galvanized (1)

 130:14

game (2)

 162:8,9

gap (1)

 129:16

gas (10)

 89:18;91:22;125:20;

 126:1;148:10;149:6;

 150:3,14,15,16

gatekeeping (1)

 114:11

gave (1)

 66:3

gee (1)

 159:22

general (2)

 12:3;50:3

generally (3)

 19:17;23:22;27:8

generated (1)

 21:13

generous (1)

 16:6

gentleman (2)

 97:18;158:15

gets (13)

 49:1;56:13;70:3;

 75:2;85:12;97:1;99:21;

 106:18;112:17;126:14;

 162:14;180:1;183:5

Ghost (7)

 177:10,14,15,25;

 178:1,16,16

giant (2)

 96:3,3

given (13)

 6:9;17:14;19:4;

 41:24;44:3;45:14;55:8;

 79:6;100:6,22;107:8;

 170:4,22

gives (1)

 148:24

giving (3)

 63:21;99:6;120:10

glanced (1)

 148:7

glide (1)

 107:16

global (4)

 107:4;132:18,19;

 139:18

goal (3)

 101:25;131:8;142:19

goes (11)

 9:1;58:22,24;59:25;

 64:15;82:16;93:8;

 98:11;133:17;147:14;

 180:3

Good (36)

 5:6,7;7:2,3;16:8;

 20:25;21:1;29:10;

 36:19;38:5;53:7;55:10;

 66:21;79:20;84:20,21,

 22;90:25;91:1;111:18,

 19,20;114:5;116:4,5;

 122:2;152:8,9;163:2;

 168:17;176:25;178:2,

 3,5,19;191:22

goodbye (1)

 126:25

good-faith (1)

 120:12

Google (1)

 164:11

gotcha (1)

 182:23

Gotshal (2)

 52:7;116:6

govern (1)

 110:18

governance (12)

 103:20,23;106:2,7,

 20,25;109:12,15;

 166:15;168:9;174:22,

 24

governing (1)

 28:25

government (7)

 56:7,12;57:3;59:2;

 61:4;69:9;71:13

governmental (3)

 82:24;84:10;165:8

graduate (1)

 13:24

grand (1)

 19:20

grant (3)

 97:10;100:17,24

granted (3)

 99:13;100:4,15

granting (1)

 100:22

gratified (1)

 115:6

great (3)

 85:19;113:16;140:10

greater (1)

 170:6

Green (11)

 22:21;36:16,19,19,

 22,24;37:14;38:2,3,20;

 49:13

greet (1)

 94:5

Gregory (1)

 38:5

grossly (1)

 119:18

grounded (1)

 156:22

group (6)

 51:7;99:14;144:25;

 145:1,9;181:21

groups (2)

 40:10;96:3

guarding (1)

 80:11

guardrails (2)

 39:23;40:20

guess (10)

 9:20;16:4;33:24;

 34:3;46:5,16;64:7;

 81:22;116:11;190:18

guidance (4)

 23:8;30:4;40:21;

 45:14

guided (3)

 40:23;41:1;117:9

guideline (12)

 13:25;24:6,7;25:21;

 27:6,7;28:25;33:17;

 37:12,25;43:5;44:3

guidelines (25)

 13:5,6,11,12,14;

 14:14;25:25;27:6,10,

 18,18,25;33:4,17;37:1;

 38:9,10,16,17,23,25;

 39:4,21,22;40:19

Gump (1)

 55:11

gun (1)

 137:10

guy (1)

 78:8

guys (1)

 54:23

H

haircut (1)

 149:24

half (23)

 26:4;61:7;62:21;

 66:17;68:22,24;79:24;

Min-U-Script® eScribers, LLC | (973) 406-2250

operations@escribers.net | www.escribers.net

(11) focus - half Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 203

of 220
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 7, 2019

 80:24;83:16;91:19;

 122:10;123:22;129:12,

 13,14,14;133:22;

 134:16;140:8,9;

 141:17,19,20

half-dozen (1)

 176:11

hand (4)

 6:17;9:1,1;16:9

handle (1)

 79:12

handpicked (1)

 168:6

hang (1)

 14:3

happen (18)

 31:1;40:6;62:17;

 78:3;88:21;91:8;95:19;

 103:1;104:17;124:25;

 127:16;129:1;151:6;

 154:6;179:18;180:6,7;

 189:24

happened (11)

 83:11;85:21;117:3,

 22;128:13,17,19,20;

 151:5,9;153:21

happens (19)

 32:4,5;59:25;60:6;

 62:12;63:19;65:19;

 66:4;67:24;69:11;

 104:19,20;128:7;

 131:11,11,24;136:25;

 147:24;173:24

happy (6)

 29:16;33:3;53:13;

 133:21;187:2,10

hard (5)

 136:22;158:3,8,10;

 166:11

hard- (1)

 118:10

hardly (1)

 100:1

harm (2)

 36:9,11

Harris (18)

 18:12,13,18,18;19:4,

 15,22;20:1,4,7,14,17;

 105:23;114:3,3,7;

 115:2,3

hassle (1)

 166:22

Hate (1)

 92:1

Hauer (1)

 55:11

Haysfirm (1)

 90:10

haystack (1)

 13:2

head (3)

 6:12;155:5,6

health (1)

 127:13

healthy (1)

 113:22

hear (29)

 6:20;7:16;8:17,18,

 18;11:12;30:13,13;

 36:17;101:8,11,12,13,

 15;107:19;108:19,21;

 110:3;111:14;113:10;

 115:19;157:8;163:25;

 190:17,17,19,20;191:7,

 10

heard (36)

 18:11,12;38:7;42:14;

 43:10;51:7,8;54:17;

 90:10;98:14;123:7,22;

 125:21;129:9;133:21;

 143:16;163:10;168:4;

 170:15;171:6,20;

 172:8,9,10,12,14,16,

 24;175:22;176:23;

 180:21;182:25;183:1;

 185:3;191:1,4

hearing (32)

 5:9;11:13;12:20,23;

 30:6;31:1,4,17;40:5;

 43:23;46:7;47:6,7;

 50:24;51:22;52:9,14;

 54:19;56:2,20;70:4;

 117:21;149:7;152:3;

 163:2;180:2,14;

 184:19,20;186:7;

 190:15;191:13

hearings (10)

 30:7,10,22;31:21;

 40:11;43:22;114:21;

 132:22,22,24

heat (3)

 20:24;158:1,25

heck (1)

 41:2

hedges (1)

 101:2

held (2)

 30:8;175:25

help (6)

 7:20;31:4;96:11;

 110:1;136:13;153:20

helpful (5)

 40:15,22;42:19;

 45:24;108:1

henhouse (1)

 80:12

here's (4)

 32:25;47:23;49:8;

 58:4

herring (3)

 108:19;144:12;

 167:19

herself (1)

 172:3

hey (2)

 25:5;94:21

high (14)

 12:20;46:3;69:8;

 79:6;86:23;89:14;

 121:16,16,18;127:25;

 146:24;151:21;165:10;

 183:4

higher (34)

 14:16;64:3,4,14;

 65:10;67:25;68:4,9,16;

 71:24;73:18;90:4;94:5;

 98:12,17;123:9,9,18,

 21,23;125:12;141:13;

 144:8,11;145:3;

 146:14;151:18;171:21,

 22;172:2,6,8;176:3;

 178:14

highest (1)

 148:17

highly (1)

 47:9

hike (1)

 162:8

himself (1)

 163:24

hinted (1)

 139:21

historical (1)

 31:7

history (3)

 28:2;131:19;186:16

hit (3)

 44:10;74:15;156:10

hits (2)

 91:16;98:17

Hoc (10)

 55:12;118:17;

 120:24;121:21,22;

 122:3;125:24;127:22;

 138:23;161:10

hocs (1)

 127:7

hold (8)

 54:21;84:6;144:16;

 166:23;168:13;184:8,

 8,8

holder (9)

 83:6,6,8,17;87:9;

 88:13;89:9;90:14;

 103:11

holders (19)

 56:3;58:15,16,21;

 59:7;63:3;69:12,20;

 71:9;72:5,13,19;75:16;

 77:10;87:7;112:8;

 125:16;148:11;162:17

holders' (1)

 95:20

hollow (1)

 166:16

home (2)

 122:10;180:3

honestly (1)

 80:12

Honor (277)

 6:24;8:24;11:17,19;

 14:2,6;16:18,25;18:6,

 13,15,18;19:4;20:5,14,

 17;21:1,16;23:5;24:5,

 23;27:2,11;28:2,11,12,

 24;29:12;30:20;34:3,

 22;35:7,16;36:3,19;

 38:5;40:16;41:7;50:16;

 51:16;52:1,6;53:5,14,

 23;54:11;55:2,10,13,

 24,25;56:4,9,17,19;

 57:2,5,8,11,15,16;58:8,

 14,22;59:7,11,21;

 60:14;61:3,14,21;63:2,

 8,16;64:17;65:1,4,6,17;

 66:25;68:5,15;69:5,11,

 17,18,24;70:24;71:8;

 72:2,7,13,18,25;73:3,

 11,13,24;74:7,8,10,21;

 75:4,11,17,23;76:10,

 19,24;77:6,11,19;

 78:12,22;79:1,7,15,19;

 82:15;84:2,9,24;85:8;

 86:11;89:17;91:1,1;

 92:1,17;93:1;94:8,17;

 97:6;98:23;99:20;

 100:21;101:17,20,24;

 102:5,7,12,14;103:2;

 104:1,23;105:19;

 107:3,18;108:13,18,20;

 109:10,12,25;111:13,

 19;112:12;114:5,7,9,

 14,19;115:3,16;116:5,

 20;117:1,5,6,12,17,23;

 118:5;119:16,22;

 120:6,11;122:2,4,16;

 123:14;124:3,20,25;

 125:11;126:5,11,20;

 127:1;128:4,14,16;

 129:2,15,21;130:3,10;

 132:4,17;133:24;

 134:5,14,24;135:9;

 136:9;137:8;138:1,8,

 14,24;139:17;140:18;

 142:11;144:11,20;

 145:14,20;149:12;

 151:9;152:4,11;

 153:22;154:1;155:1;

 156:2;157:14,21;

 158:4,5;161:4;162:24;

 163:8,14,19;164:17;

 166:9;167:2;168:1,17;

 169:1,8,16,20;170:3;

 173:6;175:15;176:19,

 24;178:24,25;179:15,

 18,24;180:8,25;181:7,

 12,13,18;182:13,25;

 183:9,10,13,18,23;

 184:22;185:12;186:23;

 187:2,9,13,19;188:25;

 189:4,9

Honorable (1)

 5:5

honored (1)

 96:10

honoring (1)

 42:2

Honor's (6)

 19:10;34:15;104:6,

 16;105:12;114:20

hook (1)

 90:3

hope (9)

 6:20;9:21;32:6;

 38:25;46:3;71:9;79:24;

 176:5;189:5

hopefully (3)

 25:17;43:22;45:24

hoping (2)

 31:2;105:20

horrible (1)

 20:9

horse (2)

 106:18;107:21

hostage (1)

 175:25

Hostetler (5)

 36:20;51:1;79:22;

 163:20;184:13

hostile (3)

 117:12;124:15;128:5

hourly (1)

 48:11

hours (14)

 12:20,24;27:23;37:2,

 10;38:22;47:20,20;

 48:13,14,21;49:2;

 94:19;182:19

house (1)

 96:18

huge (3)

 40:10;96:5;146:25

Huh (1)

 52:22

hundred (8)

 48:13,14,21;54:10;

 59:6;75:21;167:7;

 181:17

hundreds (1)

 164:24

hundred-year-old (1)

 90:2

hypothesize (1)

 73:10

hypothetical (1)

 112:25

hypothetically (1)

 82:13

hypotheticals (1)

 68:18

I

IBEW (5)

 55:20;72:10;111:17,

Min-U-Script® eScribers, LLC | (973) 406-2250

operations@escribers.net | www.escribers.net

(12) half-dozen - IBEW Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 204

of 220
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 7, 2019

 24;114:10

IBEW's (1)

 112:4

IBU (1)

 101:13

idea (6)

 151:6;153:15,24;

 155:10;178:4,5

identical (1)

 77:11

identify (2)

 8:20;13:1

ie (1)

 104:9

ignored (1)

 129:6

III (1)

 100:13

illegal (1)

 146:3

illegitimate (1)

 157:1

illusory (1)

 162:15

illustrate (1)

 61:22

illustrative (1)

 82:20

imagine (3)

 158:8;167:21;178:19

immediately (1)

 173:20

impaired (5)

 64:24;65:1;132:11,

 13,15

imperfect (2)

 83:14;121:15

implicate (1)

 54:6

implied (1)

 34:20

implying (4)

 189:21,22,23,25

important (23)

 21:13;34:21;42:10;

 47:5;75:23;87:15,16;

 110:2;113:9;140:5,6;

 143:14;151:13;153:25;

 155:3;170:13,17,18;

 173:3;174:17,19,21;

 181:12

importantly (1)

 170:20

impose (1)

 120:13

imposed (1)

 111:2

imposition (1)

 120:7

improper (1)

 100:22

improvements (1)

 49:19

inability (1)

 94:24

incented (1)

 87:7

incentive (7)

 59:8;63:10,12;64:20;

 65:7;112:20;125:22

inclined (1)

 38:24

include (4)

 14:17;17:4;37:6;

 148:2

included (3)

 15:8,10;82:1

includes (3)

 14:20;68:5;161:8

including (4)

 118:18;127:6;

 152:24;155:22

inclusive (1)

 57:7

inconsistent (1)

 33:16

incorporate (1)

 13:13

incorporating (2)

 117:24;118:16

incorrect (2)

 77:1;167:7

increase (5)

 8:2,4,4;19:6;63:5

incredibly (1)

 153:8

incur (1)

 76:4

indeed (1)

 46:9

independent (1)

 16:19

indicated (2)

 10:17;43:6

indicating (1)

 36:8

indifference (1)

 103:7

indirectly (1)

 146:23

indiscernible (5)

 23:14;25:12;61:6;

 155:18;163:17

indiscrete (1)

 29:20

individual (6)

 137:22;140:14,16;

 145:6,9;153:12

individuals (1)

 35:11

inevitable (1)

 108:11

inevitably (1)

 117:14

infirmities (1)

 107:20

inflection (1)

 103:6

information (30)

 33:10;45:12,15;

 83:15;89:16;115:5;

 121:8,15;134:15,18,20;

 135:1,3,6,7;137:2,4,9;

 154:11,12;155:6,7;

 160:21;163:4,4;164:4,

 10;176:12,15,15

infrastructure (1)

 112:1

initial (5)

 25:13,17;26:11,12;

 117:24

injury (4)

 54:7,16;187:15;

 188:13

injury/wrongful (1)

 188:3

ink (3)

 38:13;118:20;151:15

innumerable (1)

 172:18

insolvency (1)

 85:9

instance (2)

 146:21;161:18

instances (2)

 13:1;39:11

instead (1)

 157:20

instituting (1)

 119:13

institutions (1)

 127:8

insult (1)

 174:13

insurance (2)

 176:4;177:22

intend (1)

 80:14

intended (1)

 44:12

intending (2)

 17:19,24

intensive (3)

 148:23;185:9;186:17

intent (3)

 189:22,25;191:15

intention (1)

 38:10

intentional (1)

 105:8

interest (23)

 64:18;74:19,22;75:1;

 76:8,16;86:9;119:21;

 120:1;127:15,24;

 140:20;146:13,14,19,

 24;147:15;148:4;

 152:2;153:6;175:23;

 176:2,3

interesting (2)

 127:2;154:9

interests (4)

 59:5;87:23;111:24;

 120:12

interim (6)

 7:23;25:19;30:22,23;

 32:1;33:18

intern (1)

 26:21

International (1)

 111:22

interpretation (2)

 170:1;178:21

interrupt (2)

 56:20,24

interruption (1)

 56:25

intervals (1)

 30:8

into (40)

 8:12;9:14;11:24;

 19:2;38:19;41:20;

 42:12;45:21;50:10,14;

 64:5;75:12;79:3;82:8,

 11,17;84:14,15,17,19;

 85:9;87:7,22;89:16;

 101:20;106:2,7;

 118:13;129:7;141:7;

 143:4,6;153:22;

 154:23;157:9;165:2;

 169:25;177:23;180:17;

 189:11

invent (2)

 150:13;151:9

inverse (11)

 54:13;183:25;185:7;

 186:3,5,8,19,21;187:4,

 5;188:16

invest (1)

 126:6

investigations (3)

 21:17;22:1,5

investment (1)

 126:2

invite (1)

 111:3

involuntary (1)

 72:7

involve (1)

 7:23

involved (3)

 21:19;35:14;95:23

involvement (1)

 168:7

IOU (1)

 98:7

ironclad (1)

 44:4

irrespective (4)

 53:19;62:17;68:7,8

I's (1)

 155:21

issuance (1)

 75:1

issue (55)

 8:7;11:12;12:9;29:1;

 30:21;33:2,21;52:24;

 54:18;55:4;56:17;58:8;

 76:24;79:2;93:13;

 105:24;106:7;108:18;

 112:13;114:11;124:23,

 24;128:3;130:23;

 139:5,10,11,12,14;

 144:4;145:25;164:7;

 168:16;170:13;171:25;

 180:15,20,23;181:11;

 183:24,25;184:2,20;

 185:8,9,20;186:3,5,17,

 19,21;187:4,18;189:10,

 18

issued (2)

 117:3;119:12

issues (34)

 8:15,19;9:10,22;

 10:12,25;12:15;30:24;

 32:16;34:2;35:10,15;

 46:10;53:15,16;78:19;

 95:21,23,24,24;107:22;

 108:2;117:11,11;

 133:10;166:13;167:6;

 168:23;169:13;173:15;

 186:16;188:12,16;

 189:3

Italy (1)

 170:8

items (5)

 8:16;31:7;47:12,12;

 50:13

J

jacked (1)

 44:19

January (5)

 60:3;105:17;131:13;

 190:6,9

Jeff (1)

 159:10

jeopardize (4)

 167:11,13,14,17

jeopardy (1)

 80:2

job (5)

 45:19;98:10;103:17;

 112:24;147:12

Johnson (1)

 158:8

joinder (1)

 177:11

joined (1)

 183:25

joint (2)

 184:15;186:4

judge (57)

 16:6,9,13;21:7,20;

 22:5,9;26:10;41:9,11;

Min-U-Script® eScribers, LLC | (973) 406-2250

operations@escribers.net | www.escribers.net

(13) IBEW's - judge Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 205

of 220
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 7, 2019

 46:22;48:3;60:4;62:24;

 80:16,20;84:8;88:18,

 24;89:5,13;91:3,16;

 96:7;98:10,16,25;

 99:25;100:3,13;

 115:21;119:9;123:17;

 124:4;125:11;126:12,

 21;131:14,16;140:3;

 141:11,11;142:19;

 169:14;172:18;175:1;

 179:12;184:1,3,16;

 186:7,14;187:25;

 188:2,8,12,22

judgement (2)

 29:10;127:15

judges (2)

 21:18,22

judge's (1)

 142:8

judgment (6)

 54:4;136:11;146:14;

 186:10,15;187:12

JULIAN (25)

 183:23;184:6,13,13,

 18,22,24;185:2,6,9,11,

 13,16,19,22;186:2,14,

 23;187:3,24;188:6,11,

 17,21,25

jump (1)

 55:25

jumping (1)

 137:10

June (14)

 45:23;47:6,6;69:18;

 79:7;84:22;104:2,14;

 105:18,22;108:16;

 119:12,15;142:21

junior (1)

 99:8

jurisdiction (1)

 31:14

jury (2)

 62:24;66:20

justification (2)

 12:25;14:11

justified (1)

 15:14

K

Karetzi (2)

 163:12,14

Karotkin (124)

 5:14,16;52:4,6,6,12,

 16,25;53:2;54:18,21;

 55:1,3,6;85:21,24;

 104:18;110:3;115:25;

 116:1,3,3,5,6,11,16,18,

 20,22,24;118:4;119:1,

 4;120:5,11,19,23;

 121:14;122:16,21,23;

 123:3,11,14,20,24;

 124:2,8,10,12,20;

 125:5,8,10,18,23;

 126:1,4,20;127:1,6,10,

 12,19;128:12,24;

 129:7;130:2,10,13,20;

 131:11,16,19,21,23,25;

 132:3,6,9,13,15;

 133:12,14,16,19,24;

 134:2,5,9,12,14,18,24;

 135:1,13,16,19,23,25;

 136:5,7,9,15;137:1,6,8,

 22,25;138:4,6,9,12;

 139:21;140:1;145:15;

 147:13;148:12;150:8;

 152:12,24;155:16;

 173:11;182:25

Karotkin's (1)

 165:1

keep (6)

 161:20;162:25;

 168:14,16;188:8,9

keeps (1)

 96:9

Kevin (1)

 53:9

key (1)

 44:1

kid (1)

 34:23

kill (1)

 114:17

kills (1)

 88:19

kind (27)

 9:2;10:9;12:15;32:1;

 39:4;41:20,20,24;

 43:23;44:4;50:8,9;

 53:16;69:16,25;71:3;

 81:13;90:5;95:25;

 102:4;111:11;137:14;

 147:9,9;152:19;154:9;

 162:2

kindergarten (1)

 158:2

king's (1)

 158:7

kiss (1)

 126:25

KNAPP (12)

 111:19,21,21;112:9,

 12,17,23;113:3,14,25;

 114:1,2

Knighthead (1)

 149:17

knockdown (1)

 167:4

knowing (2)

 19:12;115:12

knowledge (3)

 19:16;105:11;152:22

known (1)

 191:4

knows (2)

 74:10;189:15

Kornberg (1)

 52:10

Kornberg's (1)

 105:17

L

Lacey (6)

 114:5,5,8,19;115:1,3

lack (2)

 163:3,4

Laffredi (31)

 11:18,19,19;12:7,9,

 12;13:4,6;14:2,6,19;

 15:1,4,7,23;16:3,7,10,

 12,15,17,25;17:4,7,10,

 13,17,22;18:1,3,6

lands (2)

 102:24;104:4

language (9)

 31:20;140:12;

 142:23;157:21;158:3,

 10,19;162:3;173:5

large (2)

 28:13;40:10

larger (1)

 91:17

largest (1)

 72:10

last (31)

 21:19;35:9;56:2;

 63:19;76:25;92:14,14,

 16;105:25;107:19;

 111:15;127:21;128:10;

 130:4;150:20;151:22;

 152:7;161:2,4;163:2;

 166:12;175:10;177:5;

 183:9,22;188:11;

 189:3,4,12;190:5;

 191:6

late (1)

 41:13

later (8)

 12:5;74:4;76:4;

 150:24;161:12,17;

 182:12;186:24

latter (1)

 23:13

law (26)

 12:10;13:23;14:22;

 23:13;29:10;34:9,20,

 25;38:16;39:9,14,21;

 40:12,25;41:1;80:15;

 86:15;97:9;99:7;120:4,

 6;141:25;142:2,20,20;

 147:4

law's (1)

 26:1

lawyer (14)

 14:14;15:20;29:6;

 34:24;39:17;47:19;

 121:25;137:16;158:1,

 1;159:7,7,9;171:6

lawyers (15)

 10:24;12:4;16:5;

 29:6,18;40:7,9;44:3;

 50:10,11;54:16,16;

 98:2;131:6;176:11

lay (1)

 47:11

layer (1)

 38:24

lead (2)

 9:20;55:16

learned (1)

 93:8

least (12)

 7:21;8:19;10:6;

 27:13;46:23;47:10;

 49:15;86:8;109:18;

 134:15,19;166:6

leave (6)

 11:21;41:23;59:17;

 93:9;115:24;178:23

leaves (4)

 55:21;58:20;81:18;

 83:7

leaving (3)

 83:16;98:14;122:18

led (1)

 29:21

leeway (1)

 29:3

left (6)

 59:5;81:18;85:1;

 89:18;97:19;98:2

legal (2)

 147:17,21

legally (1)

 104:11

legislation (1)

 73:18

legislature (3)

 98:4,6;175:7

legit (1)

 134:23

legitimate (5)

 19:2;121:6;122:13;

 168:20,20

length (2)

 118:1;162:17

less (10)

 44:8;84:10;88:12;

 105:24;112:13;130:15;

 135:22;138:16;171:9,

 10

lesser (1)

 143:25

letter (2)

 161:9,10

letting (2)

 87:19;96:9

level (11)

 10:3;38:20;59:6;

 60:10;65:14;68:9;

 73:15;102:19;106:17;

 109:7;180:22

levels (1)

 127:1

liabilities (8)

 57:7,20;59:23;60:17;

 62:16;63:23,25;85:14

liability (18)

 57:9,18;58:11,19,22,

 24;60:4;73:18;99:16;

 121:20;122:2;124:5;

 125:12;133:16;136:4;

 186:5,15;187:6

liable (1)

 177:17

liaison (1)

 11:8

lift (5)

 105:13;107:12;

 108:24;139:19,25

lifted (1)

 72:17

lifting (4)

 107:4,24;139:23;

 166:3

light (2)

 27:5;92:2

likelihood (1)

 69:8

likely (8)

 54:1;58:2;90:15;

 109:23;130:15;180:6,

 7;186:6

limb (1)

 97:9

limit (4)

 20:15;24:4,4;127:3

limits (1)

 108:2

line (7)

 34:11;50:6,6;51:15;

 73:2;105:13;186:17

lined (2)

 85:6;87:18

lines (1)

 51:18

lining (1)

 105:11

lion's (1)

 118:4

liquidated (5)

 82:6,15,16,24;

 140:13

list (3)

 47:14;72:11,11

listen (8)

 10:18;11:2;14:4;

 45:7;77:15;87:17;

 178:20;179:11

listened (1)

 190:16

litigants (1)

 46:23

litigate (2)

Min-U-Script® eScribers, LLC | (973) 406-2250

operations@escribers.net | www.escribers.net

(14) judgement - litigate Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 206

of 220
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 7, 2019

 69:21;181:11

litigation (8)

 21:6,8;37:7;117:12;

 128:6;136:15;140:2;

 181:2

little (17)

 15:16;29:13;33:8;

 38:19;42:20;47:11;

 48:15;74:5,7;81:19;

 94:4;124:21;148:23;

 155:5,6;163:18;166:22

livelihoods (1)

 112:2

Lives (2)

 95:13,13

LLP (1)

 101:18

loan (2)

 75:25;76:1

Loans (1)

 108:4

local (6)

 13:11;27:25;38:9,16;

 39:21;111:22

Locke (1)

 111:21

locked (6)

 84:14,15,17,19;

 123:12;180:17

logistical (1)

 164:7

logistically (1)

 164:21

long (9)

 25:24;37:11,24;

 38:14;116:11;128:21;

 135:19,19;142:24

longer (6)

 28:6;64:24;65:5,6;

 80:1;116:12

long-standing (1)

 13:5

long-term (1)

 115:8

long-time (1)

 112:3

look (17)

 13:7;28:10;45:18;

 49:1;51:6;107:1;119:2;

 130:16;133:20;136:16;

 137:14;159:6;164:11;

 180:23;181:3;184:2;

 189:1

looked (3)

 28:3;34:6;109:21

looking (7)

 44:9,12;49:12;137:2;

 152:6;161:21;185:4

loop (1)

 58:6

Lord (1)

 111:21

Los (1)

 28:4

lose (1)

 58:6

losers (1)

 98:21

loss (1)

 188:12

losses (1)

 91:10

lost (2)

 95:14;96:18

lot (36)

 8:23;15:11;21:15;

 28:13;29:6,12;33:15,

 15;35:11;37:17;38:13;

 39:14,21;41:19,19;

 42:11;44:2;46:18;47:9,

 9;80:1;91:25;107:20;

 109:9;116:12;132:22,

 23;134:22;138:1;

 145:22,23;152:23;

 162:24;172:16;173:8,9

lots (1)

 35:4

love (1)

 10:25

loved (1)

 39:17

loves (1)

 44:6

low (3)

 86:22;174:12,15

lower (17)

 64:15;66:21;67:5,7,

 9;98:11,17,18;103:6;

 119:20;136:23;143:14,

 15,19;172:1;178:14,15

lowering (1)

 180:17

lunches (1)

 13:10

luxury (1)

 69:24

M

magic (2)

 116:15;158:8

magically (2)

 62:24;165:12

magnitude (2)

 40:15;121:19

main (1)

 8:19

mainly (1)

 148:10

maintain (2)

 129:3,23

maintained (1)

 56:8

maintaining (1)

 112:1

major (4)

 100:8;155:17;163:7;

 168:3

majority (3)

 161:16;181:19,20

makes (8)

 16:13;66:22;77:14;

 98:25;101:2;120:1;

 123:17;125:19

make-well (1)

 76:7

making (10)

 16:21;42:6;57:8;

 75:9;84:23;89:16;

 118:24;122:8;170:18;

 183:16

Malter (1)

 18:19

management (4)

 112:19,20;166:19;

 168:16

Manges (2)

 52:7;116:6

manner (2)

 77:14;167:16

mantra (2)

 128:17;170:23

many (17)

 9:10;14:23;39:10;

 43:4,17,25;45:8;48:9;

 102:8,8;145:25;154:1;

 155:19;164:8;165:11;

 169:12;189:16

March (1)

 69:23

marched (1)

 104:9

marches (1)

 129:19

mark (1)

 45:2

Markell (60)

 6:2,18,21,22,24;7:2,

 4,6,6,9,12,17,20;8:10,

 24;9:16,18,23;11:17;

 15:16,23;16:21;18:8,

 14;20:11,23;35:11,12,

 18;36:4,17;41:11,15,

 18;42:11;43:2,4,12;

 44:18,21,24;45:1;

 46:12;47:1,25;48:3,5,

 18,20,24;49:6,9,12,20;

 50:1,2;51:20,21,23;

 52:3

Markell's (1)

 33:7

market (1)

 126:5

markup (1)

 36:6

Marshack (49)

 90:25;91:1,6,8,15,16,

 20,24;92:7,11,13,20;

 93:1,10,12,15,17,25;

 94:2,8;95:5,7,9,19;

 96:7,13,15,18,21,24;

 97:1,4,6,8,16,20,21,22,

 24;98:19;99:9,20,24;

 100:2,4,7,11,14;101:7

Mary (1)

 176:25

mass (2)

 129:16;133:8

match (2)

 85:16,24

material (1)

 89:4

math (3)

 171:8,14,19

matrix (1)

 94:20

Matter (23)

 5:8;6:3;11:3,10;

 32:3;43:16;47:20;

 49:11,21;50:15;51:14,

 17;82:21;98:10;99:7;

 120:4,6;122:9;126:23;

 147:4;183:21;185:4;

 191:18

matters (9)

 8:6,23;21:16;22:5;

 30:15;47:17;50:5;52:5,

 5

matter's (1)

 51:6

Matthew (1)

 138:22

mature (1)

 155:25

matured (6)

 146:2,10,10,11,12,17

maturity (1)

 117:9

maxim (1)

 60:20

maximize (1)

 108:14

maximizes (1)

 109:17

maximum (2)

 85:8;134:10

may (34)

 22:13;29:2;32:7;

 39:3,5,8;40:16;44:8,8;

 48:12,17,19,19,19,21;

 65:4;74:8;83:12;89:23,

 23;90:16,16;103:3;

 107:24,25;125:21;

 134:10,12,22,22;145:8;

 148:17;185:6,11

maybe (16)

 9:21;11:4,15;14:18;

 15:15;28:23;33:7;36:6;

 40:25;46:1;54:16;

 84:22;104:16,16;

 116:14;150:8

McNutt (11)

 5:22,23,25,25;6:2,5,

 7,9,14,17,20

meal (1)

 95:11

meals (2)

 13:10,10

mean (98)

 10:14;13:23;16:4;

 17:9,9,23;18:25;19:17,

 19;21:11;22:13;25:8;

 27:23;31:9;32:3;35:3;

 39:14,15;40:2,3,12;

 42:6,9,13;43:4,13,14;

 45:5;47:23;48:12;51:5,

 6,17;52:17;53:4,11;

 54:15;56:14,20;58:6;

 60:13,19;64:11;67:13;

 70:7;77:5;82:12;85:16,

 17;86:15,21;93:22;

 97:15;98:4;103:17;

 105:5;107:7;108:22;

 110:13;120:4;122:5,

 12,14;123:10;124:1,7,

 11,19;125:20;128:22,

 24;131:1,2;133:19,20;

 135:24;136:1,20;

 137:17;139:13;142:13,

 23;144:18;147:7,16,

 16;155:22;160:2,12;

 162:4,7;165:15;

 166:18;177:5;178:3;

 187:2;190:17;191:16

meaning (3)

 103:10;107:5;173:18

means (7)

 57:19;88:18;105:2;

 108:9;142:14;153:12;

 166:6

meantime (1)

 30:18

measure (1)

 113:23

mediate (6)

 46:23,24;130:12;

 133:25;166:1;169:12

mediation (18)

 107:14;129:14,23;

 130:3,3,9;133:11;

 136:25;144:19,20,21;

 163:2;165:11,16,17;

 166:2;169:5;172:18

mediations (1)

 166:4

mediator (8)

 47:3;129:4,15;

 132:25,25;136:13,19,

 23

mediators (2)

 163:4;166:5

meet (10)

 30:12;49:15;58:3;

 113:16;119:15;140:21,

 23;141:22;159:23;

Min-U-Script® eScribers, LLC | (973) 406-2250

operations@escribers.net | www.escribers.net

(15) litigation - meet Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 207

of 220
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 7, 2019

 190:25

meeting (4)

 12:20;47:6;49:17;

 113:15

member (2)

 112:25;113:2

members (4)

 112:1;118:19;145:1;

 161:10

memory (1)

 14:13

mention (2)

 35:10;167:24

mentioned (4)

 42:13;103:3;114:20;

 128:5

mere (1)

 154:21

mess (1)

 42:9

met (3)

 122:1;162:21,22

metaphor (1)

 125:20

Method (1)

 182:21

microphone (2)

 70:10,11

middle (2)

 46:3;152:19

might (15)

 8:22;29:19;31:13;

 42:7;46:2;62:17;67:14;

 86:9;92:20;98:18;

 104:17;132:22;137:11;

 159:1;182:12

Milbank (4)

 25:12;38:6;51:1;

 101:18

militates (1)

 108:23

million (9)

 59:6;74:24,25;75:16,

 20,21,22;76:21;80:22

millions (1)

 164:24

mind (3)

 70:11;105:12;154:22

minds (2)

 83:5;151:16

mine (1)

 99:22

minimal (1)

 76:20

minimize (1)

 126:20

minions (1)

 164:11

minute (9)

 62:20;79:24;119:25;

 150:19;171:18;175:16,

 18,21;184:8

minutes (31)

 7:9,10;11:21,22;

 20:21;22:22,25;47:20;

 55:17,18,20,21,21;

 79:17,25,25;80:1,1;

 90:24;106:1;111:15;

 114:7;115:18,20;

 116:8,9;121:9;138:10,

 16;163:13;191:3

misplaced (1)

 107:21

misquote (1)

 152:18

missing (5)

 64:7;66:13;100:14;

 104:2;166:23

mitigate (1)

 112:6

mix (1)

 109:14

mixed (1)

 25:7

model (1)

 94:19

modified (3)

 60:10;67:12,14

modify (3)

 39:25;77:13;155:1

moment (6)

 58:7;61:19;75:7;

 82:11;104:15;165:3

MONDAY (1)

 5:1

money (19)

 81:18;87:23;91:25;

 92:14,16,19;93:4,5;

 95:17;121:23;122:3,7,

 12,13,18;145:3;

 171:17;172:11;173:20

Montali (3)

 5:5;41:11;48:3

Montali's (1)

 186:7

month (6)

 24:4;37:2,10;48:13,

 22;49:3

monthly (2)

 25:22;26:21

months (6)

 27:19;100:20,23;

 121:5;191:5,5

Moore (1)

 21:2

moot (1)

 107:16

more (81)

 7:13;8:23;11:6;

 12:17,18,22,24;14:9;

 17:16,16;29:20;36:7;

 37:17;42:10;45:21;

 48:15;49:21;54:5,22;

 57:20,25;58:2;59:8,9,

 22;62:20;67:11;74:8,

 20;75:2,20;79:3;83:23;

 84:11,25;89:7,9,18;

 90:11,15;91:24;92:19,

 21;93:4,5;94:3;97:1,6,

 23,25;99:6;104:12;

 109:14;111:24;112:13;

 113:9;128:22,24;

 130:12;131:6;134:18;

 139:22;140:5,7,9;

 141:2,17,19;148:23;

 149:23;150:21;153:23;

 154:10,11;161:12;

 166:3;168:5,7;170:8;

 175:13;177:21

morning (19)

 5:6,7;7:2,3;11:3;

 20:25;21:1;36:19;38:5;

 53:7;55:10;79:20;

 90:25;91:1;114:5;

 117:13;145:24;149:7;

 185:14

most (12)

 10:12,14;31:15;

 36:24;45:5;76:22;

 152:21;170:18,20;

 173:3;174:21;183:13

mother (1)

 41:12

motion (32)

 5:13;8:10;11:25;

 17:2;30:21;31:20;32:4;

 33:25;46:10;94:12;

 97:11;100:5,15,17,22;

 110:11;128:22;149:9,

 10;152:16;157:7;

 175:11,14;177:2,6,13;

 187:13;190:4;191:3,5,

 7,12

motions (3)

 32:18;186:10,15

motion's (2)

 5:16;190:14

motivates (1)

 87:14

move (14)

 54:18;74:3;75:10;

 78:16;96:5;110:8;

 111:9,16;113:22;

 128:17;132:19;153:3;

 169:2;179:9

moving (2)

 129:17;132:16

much (28)

 6:25;11:1;23:2;

 24:19;36:14;38:7;

 42:20;44:8,10;77:18;

 89:18;97:25;110:21;

 122:8;126:1;127:4;

 130:15;142:17;151:15;

 153:11;167:2;168:8;

 170:5;173:15;176:18;

 178:24;183:19;190:10

mucky (1)

 81:1

multiple (1)

 79:12

must (6)

 14:21;58:9;137:1;

 178:14;181:21;188:7

muster (1)

 126:23

myself (1)

 110:1

N

naive (1)

 83:5

name (4)

 52:20;53:4;179:2;

 189:6

narrow (1)

 145:25

national (2)

 14:14;25:3

nature (6)

 17:16;27:5;47:7;

 110:24;111:4,6

near (3)

 24:18;32:6;70:10

necessarily (1)

 46:8

necessary (4)

 10:8;39:25;63:4;

 120:8

need (35)

 18:3;25:1;46:9;71:5;

 73:18;84:5,21;85:22;

 89:21;90:7,20;95:22;

 104:8,13,14;108:13;

 111:9;113:9;115:8;

 116:12,19,21;134:22;

 138:18,19;149:22;

 150:4,7;162:10;

 168:24;179:2;184:11,

 12;188:18,24

needed (1)

 113:21

needing (1)

 117:10

needle (1)

 13:2

needles (1)

 88:14

needlessly (1)

 119:18

needs (5)

 31:24;59:11;80:17;

 115:11;159:23

negligent (1)

 90:5

negotiate (1)

 93:9

negotiated (7)

 117:25;118:1;

 128:19;148:22;155:17;

 162:3,16

negotiating (5)

 10:15;46:1,2;72:17;

 93:17

negotiation (2)

 42:13;93:8

negotiations (12)

 9:12;10:10;45:6;

 108:10;118:1,11;

 121:20;139:24;148:24;

 152:22;176:1,2

neighborhoods (1)

 166:18

neither (2)

 132:16;188:21

neutral (6)

 90:13;114:13,18,24;

 115:4,12

neutrality (2)

 18:23;114:10

never-ending (1)

 17:24

nevertheless (2)

 109:24;124:6

new (11)

 25:5;34:1,9,24;

 73:18;76:3;123:15;

 146:25;150:2,13;

 151:10

newer (1)

 29:18

news (1)

 26:3

newspaper (1)

 173:10

newspapers (1)

 173:9

next (13)

 5:21;49:14;84:22;

 90:18;128:18;148:8;

 151:18;156:12;157:4;

 174:25;175:3;185:19;

 190:18

nice (1)

 127:20

niceties (1)

 143:4

night (1)

 29:9

Ninth (7)

 37:19,19;39:9;

 110:14;146:4,13;

 147:10

nobody (1)

 25:25

nobody's (1)

 131:9

noise (1)

 108:7

nonattorney (1)

 13:19

nonbankruptcy (3)

 14:9,20;15:13

non-debtor (1)

Min-U-Script® eScribers, LLC | (973) 406-2250

operations@escribers.net | www.escribers.net

(16) meeting - non-debtor Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 208

of 220
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 7, 2019

 110:7

none (3)

 31:16;142:17;150:19

nonissue (1)

 185:23

nonpublic (1)

 89:15

nonstarter (1)

 13:21

non-summary (1)

 54:4

nonunderstanding (1)

 10:3

nonworking (1)

 8:1

nor (1)

 162:7

normal (1)

 14:16

Normally (1)

 14:14

north (3)

 69:9;102:24;181:4

Northern (7)

 23:7;24:6;25:21;

 26:23;27:6;170:8,8

note (2)

 8:6;181:12

noted (1)

 12:15

Noteholder (1)

 55:12

noteholders (1)

 161:11

notes (3)

 76:22;121:10,13

noteworthy (1)

 152:16

notice (2)

 189:12;191:10

notices (1)

 161:9

notion (2)

 9:2;31:11

notwithstanding (3)

 118:17;122:25;124:4

nowhere (2)

 24:18;174:8

nuance (1)

 38:20

Nucor (5)

 39:10,15,17;40:3,6

number (89)

 15:9,10;19:20;21:18;

 24:7;25:7;38:21;40:9;

 57:20;58:25;59:19,20,

 22;63:4;64:18;71:10;

 73:6;74:23;84:24;

 86:22,23;87:8;88:14,

 19,24;89:4,14,14;

 91:17,18,19;93:7;

 98:11,13,17,17,18;

 99:4;102:13,16,24,25;

 104:5,6;105:25;

 106:14;107:1;109:11;

 111:9,23;123:9,18,23;

 134:13;135:10,11,12,

 14,20;136:7,22,22,23;

 143:10;152:25;153:1;

 158:18;160:20,23;

 164:22;165:1;171:4,7,

 7,21,21,22;172:1,1,2,8;

 176:7,9;180:12,22;

 181:4,5,6,20

numbers (13)

 25:7;63:14;71:24;

 80:25;81:1;88:22,22;

 91:20;125:21;154:24,

 25;155:2;176:6

number's (1)

 174:15

O

OAI (1)

 21:8

object (2)

 45:20;147:4

objected (1)

 40:9

objecting (1)

 72:13

objection (5)

 74:17;75:12;100:18;

 115:7;183:24

objections (7)

 30:13;43:24;75:15;

 77:1;100:18;108:10;

 147:3

objectively (1)

 89:25

obligation (1)

 59:9

obligations (3)

 88:15;89:20,21

obliged (1)

 29:19

observation (1)

 46:15

obtained (2)

 27:10;161:6

obvious (2)

 122:6;126:18

obviously (9)

 7:18;10:11;21:11;

 30:12;72:6;92:23;

 105:6;118:13;130:24

OCC (1)

 38:4

occasion (1)

 29:20

occur (2)

 108:11,12

occurred (4)

 45:23;80:13;117:16;

 174:21

occurs (1)

 60:19

o'clock (3)

 115:22;116:14;

 185:14

OCTOBER (4)

 5:1;154:6,15,19

odds (1)

 95:17

off (8)

 6:17;15:21;39:24;

 46:22;55:16;62:25;

 98:25;106:19

offer (3)

 94:3;121:22;171:11

offering (1)

 95:1

offers (1)

 66:18

office (6)

 25:4;50:25;109:20;

 114:6,11,22

officer (2)

 50:2,12

officers (1)

 103:17

office's (1)

 50:7

Official (6)

 72:8;79:22;101:9,18;

 163:20;164:5

offline (1)

 49:3

often (1)

 110:1

OII (2)

 104:24;105:15

old (4)

 77:23;78:2;146:24;

 151:10

ombudsman (1)

 160:4

omnibus (1)

 30:7

Once (9)

 7:4;29:20;92:2,6,17,

 21;107:1;130:10;

 189:15

one (133)

 9:1;10:5,6;11:6;

 16:14;18:10,20;19:16;

 21:3,10;22:18;24:19;

 25:20;26:19;30:19,21;

 33:24;34:3;36:4,7,18;

 40:7;42:21;43:8;45:23;

 46:8;47:10,13,14,22,

 23;48:1,7;49:23;50:18;

 52:9;56:5;57:8;71:6,

 25;72:4;74:1,8;76:1;

 84:4;89:24;90:11,19;

 91:24;92:1;95:7,11;

 97:6;98:19,22;99:24;

 101:11;102:18;103:1;

 106:12,13,23;107:14;

 108:8;109:1,25;

 122:17;124:1;126:21;

 129:19;130:22;132:21,

 23;133:1;139:16;

 140:4,17;148:13,19;

 149:6,14;150:7,13,21,

 24;151:10,22;152:12,

 16,25;153:1;156:11,

 22;157:11,20,20,23;

 158:18,23,24;159:22,

 25;160:20;161:11;

 162:13;163:3,12;

 164:3;169:4;172:4;

 173:14,15;174:5,8,9,

 10,16,19;175:6,16,17,

 18,21;176:1;177:1;

 180:10;186:3;188:2,2,

 3;189:15;190:21,21

one- (1)

 117:24

One-and-a-half (3)

 149:19,20,21

one-billion-dollar (1)

 72:21

one-on-one (1)

 49:4

one-page (1)

 121:24

one-point (1)

 149:18

ones (6)

 50:13;134:21,23;

 136:17;162:18,19

one's (1)

 122:12

one-way (1)

 56:5

one-year (1)

 75:25

ongoing (4)

 10:10;22:4;24:1;

 26:9

only (45)

 11:1,21;21:13,16;

 25:22;30:22;32:15;

 47:14;51:9;61:16;

 71:20;72:13;74:1;79:7;

 87:1;92:3,18;100:23;

 106:23;110:3,23;

 111:10;126:1;133:1;

 138:15;139:11,12,14;

 144:7;148:14;149:15,

 16;155:17;159:25;

 160:3;161:13,15;

 165:25;166:7;169:5;

 171:25;176:4,5;

 180:23;183:8

oOo- (1)

 5:2

open (4)

 31:8;67:17;93:21;

 94:5

opening (2)

 8:17;10:15

operating (4)

 83:14;112:1;121:15;

 134:15

opinion (2)

 13:25;117:4

opinions (1)

 87:11

opponent (1)

 118:24

opponents (2)

 126:15;155:21

opportunity (9)

 17:20;41:21;42:1;

 74:11;75:13;95:15;

 135:5;148:25;155:25

oppose (4)

 43:13;94:9,10;

 129:20

opposed (1)

 170:22

opposing (2)

 136:18;147:18

opposite (1)

 139:20

opposition (2)

 94:12;146:18

optimistic (1)

 30:9

option (2)

 24:16;105:23

optional (1)

 76:19

opts (1)

 180:17

oral (1)

 128:9

order (29)

 5:3,15;7:7;13:13;

 17:1;19:20;46:7;52:8;

 69:6;79:10;98:3;99:13,

 20,22;100:1;101:3;

 111:8;117:2;119:13;

 125:1;126:17;140:11;

 141:21;166:1;171:23;

 184:19,24,25;186:2

ordered (3)

 35:20;166:8;169:7

orders (1)

 171:6

ordinary (1)

 34:2

originally (2)

 15:25;186:20

Orsini (30)

 53:2,3,5,7,9,9,13,17,

 21,23;54:3,5,8,10,13;

 55:1;75:4,8;92:20;

 93:3;116:14;153:16;

 164:10;185:3;186:22;

 187:2,17,19,21;188:5

Orsini's (1)

Min-U-Script® eScribers, LLC | (973) 406-2250

operations@escribers.net | www.escribers.net

(17) none - Orsini's Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 209

of 220
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 7, 2019

 83:21

Orton (1)

 110:14

others (4)

 53:25;105:7;150:8;

 178:12

otherwise (2)

 38:11;125:8

ought (6)

 49:4;73:8;96:2;

 129:17;154:22;182:14

ours (2)

 33:5;61:16

ourselves (8)

 24:18;34:23;71:16;

 102:10;105:11;150:5;

 169:11,12

out (91)

 5:15;6:10;10:2;

 13:23;20:10;23:9;26:2;

 28:11;29:10;33:23;

 34:2;35:13;38:25;

 45:18;46:6,7;47:11,21;

 48:20;52:13;59:3;

 60:24;62:23;64:12,18;

 72:25;76:4;77:24;78:4,

 5,9,10;81:23;82:25;

 84:22;89:5;90:18,20;

 91:2;92:23;95:11;

 96:23;97:9;99:16;

 100:17;102:15;103:4;

 104:10,10;109:1,4;

 113:1,19;122:3;

 123:19;125:11,15;

 126:9;129:14;131:2;

 133:5;134:23;140:9,

 22;141:2;143:15;

 144:16;148:10;149:6;

 150:1,3,14,15,16;

 154:10;155:16;156:18,

 24;158:9;159:1,2;

 163:17;164:25;165:4;

 167:5;172:6;176:14;

 177:25;178:14;183:22;

 187:24

outcome (6)

 28:21;56:5;65:21;

 68:7;117:10;177:18

outcomes (2)

 102:9,12

outset (1)

 129:9

outside (1)

 96:4

over (29)

 5:21;7:24;15:12;

 18:20;30:24;32:25;

 44:11;66:23;70:9;74:5,

 25;80:10;87:22;95:21;

 100:13,18;118:12;

 135:19;136:17,18;

 138:7;143:20;153:6,6;

 164:6;168:15;180:24;

 187:1;188:3

overflow (1)

 5:19

overly (1)

 12:20

overpay (4)

 99:8;119:18;120:3,3

overpaying (4)

 66:12;102:18;104:8;

 143:21

overpayment (3)

 80:11;120:1;151:13

overpays (1)

 66:24

oversight (1)

 31:15

overstaffing (1)

 12:20

oversubscribed (3)

 150:9,21;151:2

overtime (2)

 13:9,10

overworked (2)

 48:9,10

owe (1)

 122:13

owed (4)

 92:3,5,18,19

own (13)

 10:23;12:14;14:13;

 103:6;126:8,8;130:15,

 18;155:12;159:19;

 170:1;174:7;191:11

owners (1)

 72:25

owns (1)

 96:19

P

package (1)

 127:22

page (6)

 25:14;32:11;149:11;

 152:18,19;153:9

pages (3)

 49:21;104:24;118:20

paid (25)

 50:9;67:8,11;85:13;

 88:9;96:6;101:1,4,23;

 104:1,2,12,12;123:4;

 125:3;131:8,10;

 140:13;146:2;160:5;

 174:24;178:1,2,17,17

paper (6)

 121:25;133:9;176:8,

 11;188:22,24

papers (10)

 34:19;36:5;75:5;

 87:13;129:8;151:14;

 152:12;158:18;172:17,

 20

paragraph (2)

 149:12;161:13

parallel (5)

 70:18;89:13;95:16;

 139:20;141:1

Pardon (1)

 135:13

parent (1)

 48:22

park (1)

 139:5

part (16)

 10:14;19:7;32:20;

 33:9;45:9;46:17;57:4;

 113:11;150:21;153:8;

 154:9;185:7;186:17,

 18,20;187:8

participate (3)

 165:16;169:5,7

particular (18)

 12:4,5,10,21,23,23;

 13:23,24;14:8;15:10;

 38:22;42:8;53:21;86:9;

 99:10;118:3;145:8;

 188:2

particularly (3)

 29:17;155:16;181:2

parties (13)

 10:13;84:7;115:20,

 24;119:17;130:14;

 140:1;144:13;148:9;

 161:16;166:14;168:6;

 188:11

parts (1)

 170:7

party (5)

 93:7;110:5,22;

 121:19;168:21

pass (6)

 11:6;71:8;74:22;

 90:6;122:8;126:23

passed (3)

 75:2;90:1;109:23

passing (1)

 122:3

pass-through (1)

 89:22

past (3)

 41:16;91:3;148:7

path (7)

 104:9;107:16;

 108:17;109:17;112:5;

 140:3;141:1

Paul (1)

 21:1

pause (1)

 152:17

pay (17)

 20:4;85:1,9;91:12;

 94:22;95:12;97:12;

 98:8;103:2;121:7;

 143:3;153:11;171:9,

 10;172:7,11,25

payable (2)

 76:21;89:20

payer (1)

 18:21

payers (4)

 18:21;74:23;75:2;

 90:6

paying (8)

 75:17;87:25;88:10;

 94:10,11;106:3;

 119:20;146:19

payment (6)

 80:14;101:24,25;

 137:9;141:22;151:18

pays (4)

 66:16;68:22;108:25;

 177:16

PE (2)

 81:16;165:4

pen (1)

 58:13

penalties (3)

 83:9,10;171:10

pending (1)

 114:14

people (33)

 10:18;18:17;25:14;

 29:3;40:10;42:3;43:23;

 44:10,22;46:2;50:4;

 51:7,11;87:14,23;96:3;

 103:15;116:12;122:17,

 18;128:15;131:17;

 137:11;139:24;150:14;

 152:17;158:2;162:7,7;

 169:24;173:9;190:11,

 12

people's (1)

 122:3

per (3)

 12:24;18:21;94:12

percent (29)

 14:10;15:9,9;24:8,9,

 18,19,19;25:18;26:17,

 19;27:4;28:17;30:17;

 37:13,14;44:6,11,14,

 19,25;54:10;118:9;

 126:7,7;127:23;167:7;

 181:17;187:19

percentage (3)

 19:21;20:12;24:13

percentages (2)

 143:4,6

perfect (2)

 151:17;158:15

perfectly (3)

 34:9;43:13;146:5

Perhaps (8)

 8:17;19:19;29:17;

 47:3;69:19;83:5;

 130:12;155:20

period (6)

 11:10;25:20;37:4,18;

 135:19;178:17

periods (1)

 26:20

permissible (1)

 45:13

permit (3)

 9:8,8;157:22

permitted (2)

 35:23;61:21

person (5)

 133:7,9;140:17;

 152:21;159:9

personal (7)

 10:23;54:6,15;160:3;

 187:15;188:3,13

personally (2)

 133:1;191:11

perspective (2)

 101:22;140:11

persuade (3)

 96:1;182:13;191:13

persuading (1)

 16:5

persuasive (1)

 94:21

pertaining (1)

 187:9

PG&E (38)

 5:8;18:20;27:22;

 31:4,8,16;47:21;48:13;

 52:9;56:16;63:6;64:14;

 65:11;66:17;77:12,17;

 78:8;91:8;95:11;96:19;

 98:6,12;99:4;111:25;

 112:4;160:5;166:13,

 19;168:3;172:6;

 174:20;176:3,13,14;

 177:15;178:16;184:1;

 186:4

PG&E's (5)

 85:15;88:22;95:9;

 112:1;177:24

ph (1)

 39:10

phone (3)

 6:5,23;40:11

phonetic (4)

 99:14;152:13;

 159:10;163:12

pick (3)

 69:23;99:3;128:1

picked (4)

 8:16;12:5;34:3;

 107:21

picks (1)

 98:11

piece (4)

 50:10;54:7;140:4,5

pieces (2)

 57:9;107:2

pin (1)

 25:1

PINO (8)

 178:25;179:3,3,6,8,

 10,13;183:1

Min-U-Script® eScribers, LLC | (973) 406-2250

operations@escribers.net | www.escribers.net

(18) Orton - PINO Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 210

of 220
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 7, 2019

pipeline (1)

 124:17

pitch (2)

 93:23;185:25

Pitre (48)

 121:25;135:10;

 158:20;159:24;160:2;

 163:22;169:19,22;

 170:2,9,15;171:3,8,15,

 17,25;172:4,10,13,15,

 18,22,24;173:3,4,6,8,

 13,23,25;174:6,8,10,

 13,16,19,23,25;175:3,

 6,12,15,17,18,20,23;

 176:19;191:6

Pitre's (1)

 159:15

place (15)

 27:19;39:1;71:17;

 106:7;113:2;127:21;

 135:3;152:8,10;

 161:13;167:25;168:10,

 14,17;176:1

placed (1)

 117:8

places (2)

 145:25;161:14

plain (2)

 77:23;78:2

plaintiff (1)

 121:25

plaintiffs (1)

 145:7

plan (304)

 31:13;32:6;56:4,4,

 16;57:6,11,12,21;58:1,

 6,10,17;59:1,12,12,25;

 60:10,23;61:12,13,16,

 22,22;62:3,4,14,18;

 63:5,9,20;64:11,14;

 65:12,20;66:7,16,17,

 22;67:6,10,11,13,19;

 68:5,6,10,22;69:2,6,10,

 13,15,24;70:4,5,14,15,

 16,24;71:1,5,10,23;

 72:14,15,22;73:14;

 74:1,20,21,23,24;75:3,

 18,22,24;76:1,6,9,12,

 20,24;77:3,8,9,13,17,

 19,21,25;78:5,20,21;

 79:10;80:24;81:2,21;

 82:1;83:4,6,7,8;84:4,5;

 85:7,15;86:10;87:9,19,

 21;88:13,14,15,16,18,

 19;89:6,7,8,9,12;90:15,

 15,20,20;91:14,15;

 92:15,23;93:2,6,14,18,

 18;94:6,9,13,22;95:1,

 20;96:9;97:13,19;98:4,

 20;99:5;100:24,25;

 101:23;102:3,17,24;

 104:5,6,7,8,13;105:4,

 12,13,16;106:11,12,23,

 24;107:14,20;108:11,

 17,24;109:1,11,16,21;

 110:6,7,8,8,11,23,24,

 25,25;111:2,10,10;

 112:4,5,7;114:14,23;

 115:4,9,11,11,12;

 117:7,24;118:13,15;

 119:3,8,14,16;120:2;

 122:9;123:15,16,25;

 124:6,10,14,15,16,22;

 125:10,12,13,15;126:6,

 8,8,9,13,24;127:20;

 129:23;130:15,18,24;

 131:12;132:1,10;

 135:21;136:5;137:17;

 139:6,6;140:24;141:5,

 7,21;142:9,9;146:1,5,

 13;147:2,2,16,17,18,

 18;148:1,10,13;149:11,

 14;150:23;152:6;

 154:2;155:14,24,24;

 156:16,18,22;157:25;

 159:18,19,22;160:20;

 165:3;168:2,4,19;

 171:2,3,4,20;172:6;

 173:7,17,25;174:15;

 177:15,21,21,24,24,25;

 178:6,12,16;179:1,22,

 22;180:1,17;181:1,9,

 20,21

plane (1)

 28:7

plans (39)

 63:11;66:14;70:19;

 75:15;79:12;84:4;

 90:13;92:12;93:22;

 97:12;99:10;102:1,14;

 104:25;106:12;107:13,

 13,22;108:8,12,14;

 109:6,19;111:5,6;

 113:14;115:15;117:14;

 128:4;132:16;139:4,

 20;154:2;155:20;

 159:25;174:1;175:24;

 176:5;179:25

plan's (2)

 60:8;143:19

play (1)

 47:2

players (1)

 100:8

pleading (1)

 184:6

pleadings (2)

 91:9;149:8

pleas (1)

 87:17

please (4)

 27:12;43:15;118:25;

 151:19

pleased (2)

 7:20;94:6

plenty (4)

 125:14;126:5,9;

 164:9

plug (1)

 91:18

plus (7)

 60:3,24;61:4,4;

 62:24;66:20;89:21

pm (3)

 115:23,23;191:23

podium (4)

 43:11;88:4;101:21;

 163:21

point (115)

 7:18;8:10;9:14;

 10:12;11:9,16;13:21;

 16:17;17:16;20:8;24:7,

 20;27:1;28:11,25;30:5,

 19;31:9,17;33:11,13,

 14,23,24;34:3,5;35:9;

 48:20;49:1;50:7;52:8;

 57:8;58:12;59:7,8;

 60:23;61:22;63:2,5,9;

 64:22;65:7;68:5,17;

 70:3;71:24;73:24;

 75:23;76:9,25;78:18;

 80:5;82:8,20,22,23;

 84:13,23;87:1;88:2;

 90:11;92:17;93:11;

 95:5,7;96:8;97:6;

 100:14,21;101:5;

 103:6,7;104:10;

 109:25;110:21;114:11,

 23;122:13;124:14;

 126:15;130:5;132:16,

 23;133:7;140:15,18;

 143:14,17;146:18;

 147:14;148:8;150:11;

 157:4;161:2,3,4;

 164:23;165:13;166:12,

 24,24;179:7,13;182:4;

 183:10,16,17;187:15,

 15;189:4;190:2,3,5,5,9

pointed (3)

 23:9;64:12;155:16

points (19)

 8:20;9:7,24,25;10:9,

 12;21:11;22:18;23:3;

 33:25;34:1;74:15;

 101:20;107:19;130:23;

 133:11;138:15;145:22;

 158:17

population (1)

 40:10

portion (1)

 172:25

posed (1)

 56:1

position (21)

 30:21;31:24;34:15;

 50:5,8;65:3,8;72:3;

 88:13;99:14,14;102:6;

 103:4;112:22;113:17;

 130:13;132:9;136:21;

 178:21,21;187:11

positions (3)

 10:15,15;169:2

positive (1)

 158:23

possibility (2)

 90:4;105:6

possible (3)

 115:12;138:25;187:6

possibly (3)

 83:13;155:12,15

post-confirmation (2)

 31:17;112:13

post-reorganization (1)

 77:12

potential (1)

 187:6

potentially (2)

 18:22;183:3

PPI (1)

 108:18

practice (5)

 14:23;16:8;29:18;

 33:17;34:20

practices (1)

 34:15

practicing (1)

 34:25

preadmitted (1)

 13:17

precautionary (1)

 113:23

precedent (2)

 48:25;119:23

preclude (1)

 72:16

precluded (4)

 9:14;189:17,19;

 190:13

preclusion (1)

 189:16

predecessors (1)

 101:21

predications (1)

 131:13

predict (1)

 19:6

predictable (1)

 12:18

predicted (1)

 105:7

prejudice (2)

 129:21;130:3

prejudiced (1)

 130:2

preliminary (1)

 21:3

premised (5)

 58:11,16;63:22;

 88:15,16

premiums (3)

 76:19,21,23

preparation (1)

 37:20

prepared (2)

 32:22;121:25

preparing (2)

 23:4;37:2

present (3)

 121:3,8;187:10

presented (12)

 115:6;121:4,18,19,

 20,21,24;134:2;

 185:25;186:1,20;

 191:12

presently (1)

 114:15

presents (1)

 88:13

preserve (1)

 111:8

presiding (1)

 5:5

pressed (1)

 8:23

presumably (3)

 16:2;46:4;98:5

presume (2)

 12:4;136:21

presumptive (1)

 24:11

pre-trial (1)

 58:2

pretty (3)

 91:3;142:25;143:2

prevent (3)

 154:24;174:25;175:1

prevents (1)

 183:3

previously (1)

 133:8

price (1)

 148:21

Prime (2)

 164:8,20

principal (3)

 40:3;118:7;163:3

principle (1)

 29:1

prior (8)

 87:18;109:10;117:4,

 21;131:4;132:21;

 166:3;186:18

priority (10)

 63:18;66:11;95:24;

 113:7;143:21;167:5;

 170:24;180:15,20;

 181:11

privately (1)

 42:15

privilege (1)

 45:16

probably (13)

 7:10;28:19,19;80:8;

 105:6,7;134:19;

 137:20;149:12;154:16;

Min-U-Script® eScribers, LLC | (973) 406-2250

operations@escribers.net | www.escribers.net

(19) pipeline - probably Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 211

of 220
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 7, 2019

 158:6;159:16;167:3

problem (10)

 95:14;105:21;

 116:20;122:7;143:11,

 13;144:2;163:5,7;

 185:17

problems (5)

 85:25;158:24;

 159:19;163:3;175:8

procedurally (1)

 22:20

procedure (1)

 5:13

procedures (1)

 22:11

proceed (7)

 61:21;62:18;68:8;

 69:7;112:5;135:8;

 155:15

proceeded (2)

 10:5,6

proceeding (4)

 57:10;119:9,11;

 170:20

proceedings (10)

 22:7;32:5;37:7,8;

 56:6;57:5;65:22;119:9,

 13;191:23

process (14)

 12:18;30:12;40:22;

 43:22;71:17;79:11;

 99:15;100:19;108:9;

 124:19;133:1;144:19;

 172:7;174:2

processes (1)

 173:19

produced (2)

 157:20;161:17

productive (2)

 45:24;166:3

Prof (14)

 6:2,18,21;15:15,23;

 16:21;18:8,14;20:11;

 33:6;35:12,18;36:4,17

professional (10)

 7:22;9:3;10:1;20:1,

 12;21:6;32:24;34:7;

 42:8;49:4

professionals (36)

 8:2;9:6,11,12;11:7,

 13;12:22;13:7,19,20;

 17:17;19:11;21:11;

 23:15;26:3,16;27:5;

 30:7;32:20;33:10;

 37:23;41:23,25;42:17,

 18;43:19;44:1;45:14;

 46:9;47:10,16;48:9;

 50:9,21;153:24,25

Professor (9)

 8:11;26:13;33:21;

 41:8,9;49:12,20;50:2;

 51:19

program (2)

 112:20;189:13

progress (3)

 117:16,18;162:25

prominent (1)

 25:3

promised (1)

 117:23

promises (1)

 18:22

promoted (2)

 111:1;168:7

proof (1)

 58:4

proper (2)

 117:10;188:7

property (4)

 54:13;186:18;

 187:21;188:12

proponent (8)

 90:20;109:11,16;

 110:7,7;155:25;

 156:19,23

proponents (1)

 147:18

proposal (4)

 33:20;117:9;120:12;

 121:6

proposals (1)

 168:5

propose (2)

 55:1;77:8

proposed (9)

 23:19;27:4;34:17;

 77:2;92:24;114:23;

 119:8;190:5,6

proposes (2)

 124:14,15

proposing (6)

 24:3,5;25:15,20;

 94:22;159:17

prospective (2)

 27:13;133:11

protect (7)

 45:16;65:4,8;79:8,

 13;87:22;102:10

protected (1)

 95:3

protective (1)

 149:3

protocol (17)

 9:7,21,22;10:14;

 12:3;15:17;33:16;

 35:18,22;39:3;41:19;

 43:25;45:3,22;46:6;

 47:18;49:19

protocols (3)

 33:7;40:14;43:25

proud (1)

 170:10

prove (8)

 58:5;83:19;89:23;

 94:11,15;121:19;

 122:18;167:21

proves (1)

 24:20

provide (5)

 12:25;14:11;33:10;

 146:12;148:1

provided (2)

 126:12;142:10

provider (1)

 46:19

provides (5)

 68:10;112:5;125:13;

 146:1;181:10

Provision (2)

 10:1;47:18

provisions (6)

 10:13;39:2;76:7;

 123:15;125:2;142:24

proxy (3)

 43:17;46:16,21

public (14)

 21:14;22:19;49:5;

 72:20;81:23;92:25;

 109:20;114:6,11,22;

 118:1,5;130:6;166:15

publicly (3)

 42:15;134:1;136:3

PUC (3)

 81:22;168:7,8

puff (1)

 50:10

punish (1)

 16:5

punished (1)

 29:4

punitive (1)

 24:13

pure (1)

 92:1

purpose (2)

 144:9;159:25

purposes (8)

 32:7;82:21;86:4;

 107:23,23;139:13;

 151:11;159:1

pursuant (1)

 186:16

pursue (2)

 130:15,18

pushing (1)

 77:18

put (29)

 29:10;37:1;42:1;

 46:17;52:13;59:8;

 64:20;66:12;74:1;81:7;

 91:18;93:5,18;94:13,

 17;109:13;115:11;

 117:2;126:2;127:4;

 129:7;136:5;152:21;

 168:6;169:23;171:7;

 176:13;177:12;190:8

puts (4)

 88:24;93:2,7;177:22

putting (4)

 91:25;102:12;171:5;

 191:15

Q

qualified (1)

 166:4

qualifier (1)

 161:18

quick (5)

 46:12;91:4;97:8;

 99:12;183:22

quickly (5)

 111:16;117:22;

 148:7;173:18;191:14

quite (5)

 59:15;139:20;

 160:11;170:3;174:16

quo (2)

 129:4,23

quote (7)

 91:21;117:8,17;

 158:19;159:1,2;176:9

QURESHI (148)

 55:10,11,16,24;

 56:11,17;57:2,14,24;

 58:8,19;59:16,18,21;

 60:2,7,9,14,17,18,22;

 61:1,3,8,10,13,20,25;

 62:2,6,8,11,14,22;63:2,

 8,13,16,18,25;64:4,9,

 16;65:1,13,15,17,19,

 24;66:2,6,8,10,15,25;

 67:2,4,8,10,15,18,21,

 23;68:2,4,14,19,23;

 69:1,5,15;70:2,6,13,17,

 21,23;71:1,4,7,15,20,

 25;72:12,24;73:10,13,

 21;74:7,10,14,17;75:4,

 11;76:10,12,16,18;

 77:6,8,19,22;78:1,5,12,

 14,17,22,24;79:1,5,15,

 16;81:4,24;83:3;88:21;

 96:9;121:17;125:19;

 143:17;176:21,22;

 179:14,15,21,24;180:5,

 7,11,14,18,20;181:7,

 17,23,25;182:6,9,11,

 13,16,20,22,24;183:7,

 16,18

Qureshi's (1)

 79:25

R

raise (6)

 21:11;23:3;69:12;

 74:15;177:3;180:24

raised (15)

 9:11;17:18;30:21,22;

 46:10;70:4;77:1;

 124:21,23;126:16;

 130:22,23;177:12;

 185:14;191:6

raising (3)

 32:16;34:1;101:21

range (1)

 42:16

rapidly (1)

 150:25

rate (23)

 14:20;15:2;18:21,21,

 23;24:11;48:11;74:22;

 75:2;76:2,8,16;90:6,

 13;108:25;109:23;

 114:18;119:21;127:15,

 24;146:13,14;153:5

ratepayer (4)

 114:10,13,24;115:4

ratepayers (5)

 109:19;115:13;

 120:7,14;146:9

rates (18)

 13:17,18;14:8,8,9,16,

 16,17;19:5,17,17,23;

 20:2,4;42:14;119:20;

 146:2,24

rather (9)

 11:4;24:3;29:22;

 53:12;71:1;112:24;

 134:20;148:7;178:7

rating (1)

 75:1

rational (1)

 103:5

ratios (1)

 143:5

re (2)

 36:18;110:14

reach (4)

 11:6;72:18;122:14;

 144:13

reached (4)

 7:21;42:7;47:4;

 139:19

reaching (1)

 46:6

read (23)

 7:17;33:8;74:12;

 80:10;149:8;152:14;

 157:11;158:16,24;

 172:20;173:7,8,10,11;

 177:24;178:18;184:6,

 17,17,18,18;186:12;

 187:7

reading (2)

 172:17;173:4

ready (6)

 5:10;7:16;55:4;

 70:14;91:9;116:2

Real (7)

 48:5;97:8;99:12;

 105:24;149:4;154:25;

 155:2

realism (1)

 81:5

Min-U-Script® eScribers, LLC | (973) 406-2250

operations@escribers.net | www.escribers.net

(20) problem - realism Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 212

of 220
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 7, 2019

realistic (2)

 9:23;105:6

reality (1)

 165:2

realize (1)

 33:2

realized (1)

 80:10

really (33)

 11:24;12:13,17;13:1,

 13;14:3;17:17;25:9,11,

 12,22;33:24;37:10;

 38:6;39:24;70:18;73:8;

 92:2;105:22;106:7;

 124:22;135:22;138:14;

 139:14;143:13;158:12;

 164:7;165:3;169:25;

 170:17;178:3;186:17;

 191:1

reason (14)

 38:24;47:5;58:13;

 69:7;72:13;73:3,4,5;

 126:23;131:1;163:1;

 181:13;183:1;190:24

reasonable (9)

 8:25;10:17;32:6;

 43:14;44:8,13;45:3;

 48:16;155:15

reasonableness (1)

 19:8

reasoned (1)

 136:11

reasons (9)

 8:12;10:5;56:15;

 87:1,2,8,10;102:7;

 188:4

rebuilt (1)

 95:13

rebuttal (7)

 7:14;9:9;17:8,9;

 55:22;101:16;115:21

recall (4)

 40:2;92:20;132:22;

 142:24

receive (1)

 127:25

received (1)

 155:7

Recess (1)

 115:23

recipients (1)

 124:18

recognize (2)

 27:6;31:14

recognized (1)

 119:22

recognizing (3)

 109:22;118:13;

 119:17

recommend (2)

 12:21;13:17

recommendation (7)

 12:19;13:9,15;14:7;

 15:7;43:1,5

recommendations (3)

 11:24;12:13,17

recommended (1)

 100:10

reconsider (1)

 27:4

record (24)

 34:4,17;35:17,21;

 55:11;84:6;101:17;

 118:23,24;138:20,22;

 150:5,6;154:5,5;

 157:18,19;161:8;

 177:12;179:2;184:11,

 12;188:14;190:9

recording (1)

 47:16

recoveries (2)

 63:5;145:8

recovery (6)

 58:16,21;63:21;64:5;

 65:6;141:21

red (3)

 108:19;144:12;

 167:19

redacted (1)

 45:10

redactions (3)

 28:24;29:3;45:9

redemption (1)

 76:19

reduce (1)

 147:18

reduced (2)

 26:4;178:14

reductions (3)

 7:23,25;8:3

refer (1)

 100:12

reference (2)

 23:21;186:2

referenced (1)

 140:1

referred (3)

 35:12;72:7;117:13

referring (3)

 20:1;23:17,18

refinanced (1)

 119:19

reflect (1)

 129:8

refresh (1)

 14:13

refuse (1)

 156:17

regard (7)

 12:19;13:9,15;14:7;

 17:8;86:3;159:3

regarding (1)

 177:6

regimen (1)

 90:14

regulatory (2)

 22:5;119:14

reinstate (1)

 146:22

reinstated (4)

 76:13,13,22;146:2

reinstatement (4)

 108:5;127:23;146:7,

 8

reinstating (2)

 119:19,21

reinvent (1)

 70:8

reiterate (1)

 16:18

relate (1)

 22:4

related (7)

 37:20;80:11;84:25;

 85:14;164:1;187:21;

 189:10

relates (1)

 25:22

relatively (2)

 20:12;145:25

relevant (2)

 26:20;77:13

relitigating (1)

 30:23

relying (1)

 155:12

remaining (4)

 7:13;9:22;11:22;

 59:4

remarks (3)

 107:3;120:24;121:1

remember (7)

 27:18;40:3,4;63:20;

 148:13;151:13,19

remembering (1)

 150:8

remembers (1)

 149:12

renders (1)

 77:3

renege (1)

 42:5

reorganization (4)

 150:18;159:18,20;

 167:1

reorganize (1)

 160:4

reorganized (2)

 168:3,9

repeated (1)

 170:23

repeating (1)

 176:17

replacement (1)

 166:19

replies (1)

 18:2

reply (4)

 9:8;17:16;74:11,13

report (1)

 7:20

reporting (1)

 47:16

represent (2)

 36:22;137:25

representatives (1)

 124:18

representing (3)

 6:2;57:17;160:3

represents (2)

 59:22;111:24

reproduced (1)

 157:15

reputation (1)

 25:3

request (12)

 17:1;19:7;23:7;

 28:16;32:22;39:22;

 40:18,20;43:8,10;

 56:21;167:22

requested (6)

 9:6;22:22;24:15;

 43:9;46:1;167:16

requesting (1)

 26:13

require (4)

 13:8;15:3;19:7;33:4

required (7)

 8:3;12:25;14:10;

 37:8;119:22;149:25;

 165:17

requirement (2)

 18:23;24:2

requirements (2)

 37:16;113:15

requires (4)

 33:18;61:23;107:18;

 148:20

reserve (10)

 6:16;7:13;20:21;

 55:22;74:4;79:21,24;

 90:8,24;163:13

reserved (2)

 8:2;64:13

reserving (1)

 186:3

residual (1)

 63:15

resistance (1)

 33:9

resolution (2)

 56:7;190:10

resolve (3)

 85:25;186:15,25

resolved (4)

 59:2;133:16,18;

 169:1

resonates (1)

 105:20

resources (2)

 88:12;89:9

respect (24)

 7:22;8:6,8,25;9:4;

 41:15,25;42:21;43:16;

 44:5;45:7,22;46:10;

 52:12;53:15;76:19;

 108:3,12;109:7;

 119:13;146:9;164:19;

 168:5;187:5

respectfully (4)

 27:3;28:16;58:9;

 168:17

respects (2)

 43:17;92:22

respond (6)

 11:5;17:5;33:24;

 41:22;51:11;75:13

responded (1)

 133:2

responding (1)

 75:11

response (11)

 11:25;17:15;28:19;

 33:7;34:1;49:21;50:8;

 51:9,10,10;158:20

responses (3)

 10:7;12:2;98:19

responsibility (1)

 34:7

responsive (1)

 42:19

rest (3)

 51:22;149:17;157:15

restaurant (2)

 44:20;53:18

restrained (1)

 170:3

restrictions (1)

 44:15

result (8)

 64:15;77:20;105:8;

 114:13;117:9;119:20;

 145:8;178:19

resulted (2)

 18:20;148:24

results (1)

 180:11

resume (2)

 101:15;115:19

retained (2)

 41:23;50:21

retention (11)

 23:10,19,23;24:5;

 25:2,13,17;26:12,18,

 20;44:6

retired (8)

 31:5;52:10;77:15,16;

 78:8,9;112:25;113:1

retiree (1)

 78:16

retirees (5)

 77:3,10;78:3;112:19;

 130:23

retroactive (1)

 27:13

Min-U-Script® eScribers, LLC | (973) 406-2250

operations@escribers.net | www.escribers.net

(21) realistic - retroactive Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 213

of 220
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 7, 2019

return (1)

 41:18

reversal (1)

 117:5

reverse (3)

 44:4;110:25;111:2

reversed (3)

 99:21;100:6;101:3

review (13)

 12:14;15:11;16:19,

 22,22;31:4,25;45:11;

 57:15;105:3;109:5;

 110:17;111:11

reviewed (2)

 31:16;35:22

reviewing (1)

 16:14

revision (1)

 161:12

revisions (1)

 161:12

revisit (2)

 36:6;188:18

revolver (2)

 75:24,25

rhythms (1)

 108:10

ride (1)

 106:21

right (171)

 5:10,12;7:8;8:2;12:6,

 11;15:1,5;16:3,7,10,12,

 17;18:1,8;19:21;20:3,

 13,20,24;21:9;22:3,8,

 11;23:15,25;26:25;

 28:5,8,14;31:21;35:25;

 36:10,15,21;38:8;39:6,

 18;40:6;41:8;43:1,3;

 44:20,21,25;45:1;47:1;

 49:6,8;51:3,5,15,17;

 53:20;55:25;56:17;

 57:15;58:18;60:8,21;

 61:2,7,7,9,25;62:2,5;

 63:9,14;65:16,17,24;

 67:5;68:2;69:11;70:25;

 71:4,14;72:1,12,24;

 73:14;74:21;76:15,17;

 77:5,21;80:13;81:19;

 82:12;83:1,3,21;84:5;

 85:23;86:6,14,22,24;

 88:14;89:19;90:18;

 91:17;92:6,7;93:15;

 94:5;99:8;100:2,4,24;

 101:8;102:2;103:9;

 104:16,18;105:2;

 106:9,9,16,16;107:12;

 111:14;112:16;113:2;

 115:17;116:23,24;

 120:17,20;123:2;

 124:24;125:4,7,9;

 126:3,25;127:5;

 128:11;129:2,2,3;

 134:11,15,17,25;135:8;

 139:3,11;142:18;

 143:9;144:15;145:16;

 147:6,7,8;155:4;

 160:19,24;163:13;

 164:12;166:9;168:25;

 169:20;176:20;180:6,

 13;181:24;183:19;

 185:22;191:15

ring (1)

 166:16

rise (2)

 5:4;115:24

risk (13)

 71:12,15;73:16;74:1;

 76:2;79:3;89:12;145:2,

 6,9,9,9;183:8

risks (2)

 76:2;89:7

risky (5)

 56:5;57:11,13;89:7;

 108:17

road (3)

 112:10;113:4,8

robe (1)

 46:22

Robert (2)

 18:18;184:13

rode (1)

 106:19

role (4)

 32:8;43:15,21;47:3

rolled (1)

 42:12

room (4)

 5:19,19;19:11;

 190:11

Rosenbaum (2)

 159:10,25

Rosenbloom (1)

 160:6

rough (2)

 162:11,14

roughly (3)

 55:21;154:12,13

round (4)

 150:21,22,22;165:11

row (1)

 81:16

RSA (1)

 72:16

Rubicon (1)

 85:10

Rule (29)

 9:13;13:25;23:4;

 24:16,17,18;26:23;

 27:3;30:3,7,17;34:5;

 40:4,5;42:6;43:6,14;

 44:4,12;63:18;66:11;

 110:4;112:8;113:8;

 131:4;143:21;167:5;

 168:21;186:14

rules (7)

 14:14;15:2;19:12,15;

 34:7;39:1;40:24

ruling (15)

 8:3;11:4,23;17:2;

 19:10;30:16;42:23,24,

 25;54:25;109:10;

 128:10;147:14;186:7,

 10

rulings (5)

 9:6;23:2,6;108:10;

 187:6

run (14)

 80:25;81:1;84:3;

 89:13;104:21,21;

 109:4;148:10;149:6;

 150:3,14,15,16;179:18

running (1)

 91:2

S

sake (1)

 99:1

same (26)

 9:3;25:19;32:11;

 43:24;45:17;46:23;

 47:5;49:19;63:14,15;

 64:11,12,15;74:6;81:4;

 83:9;109:3;110:15;

 115:15;121:17;128:15;

 136:20;163:1;179:4,5,

 6

SAN (1)

 5:1

sanctity (1)

 42:9

sandwich (1)

 95:10

satisfied (1)

 177:15

satisfy (7)

 69:13;71:18;73:14,

 17;99:4;114:15;140:11

saw (8)

 7:7;12:1,15;43:5,5,6;

 80:10;105:1

saying (36)

 25:16;26:11,16;

 27:12;33:19;35:6;67:5,

 9;70:13;71:11,23;

 83:25;84:4,5;85:12;

 86:22;102:5;104:6,8;

 108:13;109:9;110:20;

 111:8;122:11;136:17,

 18,19;139:22;140:22;

 141:9;156:18;159:24;

 166:13;168:14,15;

 184:2

scenario (17)

 67:24,24;68:14,15;

 99:11,12;128:7;

 132:10;179:24;180:1,

 5,11,21;181:3,3,7,12

scenarios (1)

 179:17

schedule (9)

 30:6;108:22;119:11,

 14;152:3,4;189:3;

 191:12,21

scheduling (3)

 9:2;52:12;191:20

school (4)

 77:16;78:9;112:25;

 113:1

scores (1)

 176:13

Scott (1)

 5:25

script (1)

 131:4

sea (1)

 90:3

seats (1)

 5:21

SEC (1)

 176:15

Second (22)

 11:23;13:9;23:5;

 48:1;67:17;76:5;89:12;

 90:20;94:9,13;95:14;

 101:11;102:11;128:21;

 139:17;140:5;148:6;

 150:12,22,24;151:4;

 153:4

secondly (1)

 148:15

seconds (1)

 163:21

secret (1)

 29:9

Section (7)

 10:2,17;14:19;43:19;

 45:4;81:21;152:16

secured (4)

 108:6;109:3;146:23,

 25

security (2)

 28:7;87:7

seeing (1)

 11:6

seek (1)

 80:14

seem (3)

 54:6;131:7;170:22

seemed (3)

 32:17,19;53:11

seems (6)

 9:20;23:10;33:12;

 66:21;86:21;143:1

sell (2)

 148:17;155:23

seminal (1)

 159:3

send (4)

 107:13;115:21;

 158:20;179:11

senior (3)

 50:2;65:14;161:11

sense (5)

 9:1;31:18;48:12;

 69:19;138:24

sensible (5)

 71:15;73:25;177:18,

 22;183:1

sensitive (1)

 21:12

sent (2)

 54:9;184:1

sentence (1)

 157:11

separate (5)

 7:25;46:6;51:9;77:4;

 146:22

separately (2)

 56:13,14

September (4)

 117:23;118:6,15;

 189:9

serial (1)

 128:25

seriatim (1)

 32:1

series (1)

 45:3

seriously (2)

 16:23;32:3

served (1)

 16:5

service (1)

 45:1

session (1)

 5:4

sessions (1)

 172:19

set (7)

 8:22;22:2;31:21;

 64:1;107:1;110:15;

 152:6

setting (3)

 15:8;70:4;122:1

settled (2)

 109:11;176:12

settlement (49)

 35:12;59:1,13,15;

 61:14;65:20,21,24;

 72:21;84:8;107:5;

 109:17;110:4,5,9,17,

 22,23;111:11;117:25;

 118:10,12,14,16,18;

 119:3;121:23;128:19;

 130:6;135:8;139:18;

 151:13,15,17,20;

 158:21;159:5;160:7;

 172:1;180:22;181:8,

 13;182:1,2,5,7,11,14;

 186:16

settlements (6)

 7:21,23;8:1;10:18;

 118:21;155:17

settling (1)

Min-U-Script® eScribers, LLC | (973) 406-2250

operations@escribers.net | www.escribers.net

(22) return - settling Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 214

of 220
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 7, 2019

 118:8

seven (4)

 64:13;75:21;123:4;

 150:17

seven-billion- (1)

 58:20

seven-billion-dollar (1)

 63:21

seven-figure (1)

 19:19

seventeen (4)

 60:5;126:7,7;127:23

seventeen-billion-dollar (1)

 65:3

seventy (1)

 86:15

several (4)

 12:15;17:19;31:5;

 103:3

shackles (1)

 72:17

shake (1)

 175:25

shakes (1)

 72:25

share (4)

 118:4;190:6,7,8

shareholder (2)

 115:20;149:1

shareholders (9)

 77:24;78:3;103:13,

 14;123:5;150:20;

 161:5;170:22;176:3

sharing (1)

 163:4

sheet (8)

 77:11;80:16;83:22;

 84:2;114:12;121:24;

 176:8,10

sheets (1)

 75:18

shift (1)

 152:10

shifting (1)

 152:10

ship (8)

 116:15;177:10,14,

 15,25;178:1,16,16

short (2)

 10:16;157:7

short- (1)

 115:8

shortly (1)

 6:20

show (2)

 94:2;155:25

showed (2)

 150:7,24

showing (1)

 170:25

shown (1)

 176:2

shows (1)

 16:9

shrunk (1)

 129:13

shut (1)

 62:9

sic (1)

 101:13

Sicilian (2)

 170:4;171:8

Sicilians (1)

 170:9

side (22)

 8:19;11:5;47:22;

 55:14;59:10,14;64:1;

 66:13;76:8;98:14;

 108:3,6;136:24;

 143:10;147:13;162:7;

 163:11;169:4;177:4,5;

 178:19;188:19

sides (3)

 92:9,9;109:3

sideshow (2)

 128:10;170:17

signal (1)

 108:8

signature (2)

 118:20;162:19

signed (2)

 72:16;149:15

significant (6)

 14:24;21:12;27:9;

 76:24;183:3,13

significantly (2)

 8:4;69:9

silly (1)

 24:12

similar (2)

 18:22;63:6

simple (4)

 65:10;147:7;155:22;

 176:8

simplicity's (1)

 99:1

simply (11)

 20:8;23:9;42:21;

 46:18;65:12;69:24;

 77:1;100:10;120:2;

 141:25;165:12

single (5)

 13:23;86:8;152:18;

 161:16;183:1

Singleton (1)

 55:19

sit (2)

 42:16;46:22

sitting (2)

 88:8;167:4

situation (3)

 85:9;113:17;124:15

situations (1)

 45:17

six (7)

 44:22;83:13,16,16;

 174:11;191:5,5

six-billion-dollar (1)

 66:19

six-nine (1)

 81:20

sixteen (2)

 60:4;61:11

SKIKOS (14)

 189:4,7,7,8,9,20,22,

 25;190:3,21,25;191:2,

 9,15

Skype (1)

 49:15

slightly (2)

 33:16;102:24

slippery (1)

 13:22

slope (1)

 13:23

slow (1)

 174:4

small (4)

 19:20;20:12;24:13,

 15

smaller (1)

 47:12

so-called (1)

 146:1

softball (2)

 156:7,10

software (1)

 46:19

sold (1)

 148:20

sole (4)

 161:15,18;162:19,21

solicited (1)

 129:24

solid (1)

 165:1

solve (4)

 105:21;159:18;

 163:5;175:8

solvent (2)

 64:24;65:5

somebody (14)

 25:4;29:8;94:2;

 104:13;106:19;108:15;

 122:6;124:15;125:16;

 135:21;157:25;187:24;

 189:2;191:7

somehow (4)

 74:20;148:9;149:5;

 162:17

someone (6)

 48:12;50:4;120:3,3;

 145:2;170:16

sometime (1)

 187:25

sometimes (1)

 44:3

somewhere (4)

 74:24;137:13;

 156:12;180:11

soon (3)

 25:18;155:8;187:25

sore (2)

 33:13,14

sorry (14)

 5:18;26:11;52:11;

 53:3;56:22;64:7;75:21,

 24;80:5;83:10;100:14;

 138:9,12;183:23

sort (13)

 15:8;29:14,15;31:21,

 24;47:14;50:20;87:7;

 88:16;112:19;133:3;

 134:22;160:4

sorts (1)

 76:21

sounded (1)

 191:17

sounding (1)

 190:1

sounds (4)

 30:19;70:7;188:5;

 191:22

source (1)

 149:1

sources (3)

 125:14;131:23,25

space (1)

 175:19

span (1)

 12:15

sparsely (1)

 87:13

speak (4)

 7:10;9:9;47:25;

 177:7

SPEAKER (6)

 5:11,17;56:19,23;

 57:1;191:20

Speaking (3)

 24:18;89:17;177:8

speaks (1)

 171:16

special (1)

 22:14

specific (9)

 12:3,9;17:18;27:10;

 32:15;35:10;40:8;

 53:24;125:2

specifically (11)

 13:1;24:24;40:3;

 48:6;51:8;54:6;97:23,

 25;143:7;178:15,22

specifics (1)

 132:25

spectrum (1)

 12:16

speculative (1)

 151:6

spend (2)

 37:2;122:7

spending (1)

 48:21

spent (6)

 21:6;23:4;47:16,19;

 164:24;174:20

spilled (1)

 38:13

splitting (1)

 114:7

sponsors (1)

 122:9

spot (1)

 169:23

spring (1)

 90:18

squished (1)

 8:13

stakeholder (1)

 168:3

stakeholders (1)

 74:1

stand (5)

 5:20;15:17;136:7;

 137:16;183:21

standard (3)

 14:17;29:7;110:15

standards (3)

 58:3;140:22;141:22

standing (5)

 5:20;102:5,9;105:10;

 131:7

start (15)

 5:12;46:2;55:12,25;

 56:3;57:16;63:20;70:9;

 79:10;134:8;136:19;

 155:5,6,24;179:19

started (3)

 116:13;149:8;150:2

starts (1)

 152:19

state (14)

 18:21;22:2;56:8;

 57:3;64:24;65:5;98:4,

 6,7;119:10;120:7,14;

 165:5;171:9

Stated (4)

 9:5;56:16;64:2;

 170:23

statement (10)

 25:7;50:2,6;58:2;

 100:8;115:7;184:1,15;

 186:4;187:7

statements (2)

 26:21;137:15

States (3)

 10:21;27:7;81:25

status (4)

 112:18;117:18;

 129:4,23

statute (4)

 112:15;142:14,24;

 143:4

stay (6)

 7:19;39:23;40:19;

Min-U-Script® eScribers, LLC | (973) 406-2250

operations@escribers.net | www.escribers.net

(23) seven - stay Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 215

of 220
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 7, 2019

 51:22;116:14;125:22

stays (2)

 112:24;113:2

step (4)

 101:19;103:2;172:4;

 175:6

Stephen (3)

 52:6;116:3,5

Steve (1)

 189:7

stick (6)

 68:18;93:11,16;

 123:16;175:10,10

still (19)

 15:21;20:11;30:13,

 17;31:8;52:13;62:7,14;

 65:2,7;70:14;82:5;

 101:3;109:16;128:1;

 130:9;131:7;135:20;

 191:8

stipulate (1)

 26:8

stipulation (3)

 54:24;185:4;189:2

stock (5)

 77:17;78:9;113:1;

 148:17,20

stockholders (1)

 66:23

stood (1)

 85:21

stop (4)

 56:10;57:23;90:7;

 119:25

stopwatch (1)

 55:13

story (3)

 29:19;100:7;178:18

straightforward (2)

 142:25;143:2

Strauss (1)

 55:11

street (1)

 95:11

strict (1)

 186:5

strictly (1)

 149:2

strikes (1)

 23:21

striking (1)

 153:8

stroke (1)

 58:13

Strong (2)

 163:4;170:12

structure (3)

 148:21,24;149:3

structured (1)

 181:13

structures (3)

 108:1;164:12;170:19

struggle (1)

 126:19

stuck (3)

 98:13,14;171:24

stuff (3)

 12:4;26:1;32:9

sub (2)

 81:5,16

subject (10)

 9:12;18:22;30:14;

 40:23;107:24;139:1,8,

 10;155:13;157:9

subjects (1)

 132:23

subjunctive (1)

 105:24

submit (5)

 54:4;107:17;108:17;

 147:3;168:17

submitted (8)

 17:6;35:23;49:22;

 50:15;51:7,17;183:21;

 191:18

subro (11)

 92:3,5,10,15;123:19;

 151:13,14,16,18,20;

 165:4

subrogation (13)

 62:23;66:13;72:4,12,

 19;118:7,11,16,19;

 119:3;128:20;130:17;

 138:23

subros (1)

 155:7

subsequent (1)

 12:6

substance (1)

 38:20

substantial (1)

 117:18

substantive (1)

 34:1

successful (3)

 129:18,18;159:19

successfully (4)

 124:23;132:20;

 189:17,19

suddenly (2)

 8:13;25:4

suffered (1)

 129:22

sugarcoated (1)

 170:11

suggest (3)

 38:11;77:2;187:23

suggested (5)

 31:20;41:21;54:19;

 169:1,2

suggesting (3)

 15:20;61:16,20

suggestion (2)

 91:2;129:6

suggestions (2)

 20:9;37:16

suite (1)

 102:10

sum (1)

 79:1

summarize (1)

 117:22

summarizing (1)

 98:4

summary (3)

 186:10,15;187:12

super (1)

 85:18

supplemental (1)

 150:1

supplied (1)

 115:5

support (15)

 11:23;19:9,9;37:24;

 93:25;102:4;107:15;

 115:14;136:20;137:2,

 20;163:1;177:13;

 178:13,22

supported (2)

 135:14;148:14

supporters (1)

 108:2

supporting (6)

 83:4;87:9;109:24;

 121:1;148:9;163:10

supports (3)

 20:15;107:14;137:19

suppose (6)

 62:19;68:20;98:25;

 147:8,8;154:1

supposed (8)

 14:15;24:25;38:14,

 15;54:25;124:13;

 162:4;171:20

supposedly (1)

 160:7

Supreme (2)

 39:12,20

sure (43)

 16:21;17:19;22:16,

 18,23;26:2;29:5;34:4;

 35:21;42:2;46:8;48:11;

 52:15;55:15;56:11,16;

 57:14,24;60:2;61:1;

 62:11,22;66:2;68:19;

 74:9;89:1;93:8;95:2;

 101:2;116:17,25;

 126:14;127:7;139:6;

 152:17;158:13,13;

 170:18;175:12,20,23;

 176:22;186:5

surprise (1)

 105:9

surprised (1)

 120:21

surrounding (2)

 90:2;112:3

survive (1)

 98:7

suspect (4)

 110:3;137:19;158:6;

 160:25

Swaine (1)

 21:2

swing (3)

 69:20;87:8;89:4

system (4)

 49:4;114:20;164:20;

 186:18

T

table (11)

 26:6;44:22;46:23;

 62:25;91:14;93:7;

 136:2;141:6;147:3;

 171:5;183:2

takeover (2)

 117:13;128:6

talk (12)

 19:18;25:9;42:16;

 61:15;81:7;107:22;

 154:15,18;156:15;

 157:4;163:23;189:13

talked (6)

 37:6;42:12;51:18;

 106:14;152:11;189:3

talking (11)

 8:21;22:11;42:15;

 50:13;99:22;112:21;

 127:1;154:25;166:17,

 17;169:13

tandem (1)

 112:5

tank (4)

 89:18;91:22;125:20;

 126:1

tap (1)

 104:10

TAS (1)

 37:5

task (1)

 38:22

tasked (1)

 111:25

TCC (45)

 22:21;36:22;37:5,12;

 54:16;55:18,18;61:15;

 65:20;68:6,9,11,21;

 72:6;83:4;93:17,18,25;

 94:6;95:15;104:5,11;

 109:10;119:24;120:23;

 121:2,21,23;122:3;

 123:22;137:15;139:6;

 144:23,24;145:6;

 152:21;153:1,4;154:3,

 23;159:4;178:12;

 183:24;184:14;189:10

TCC/SLF (1)

 99:14

TCCs (1)

 62:15

TCC's (7)

 91:20;95:1;97:11,13;

 100:24;109:13;141:5

teach (2)

 51:24,25

teacher (4)

 77:16;78:10;113:1,1

technical (3)

 31:18;78:7;109:25

technicalities (1)

 110:1

technicality (1)

 110:19

technically (1)

 110:10

tee (1)

 187:12

teed (3)

 108:20;138:24;145:5

telephone (1)

 49:15

telling (3)

 29:9;65:9;132:17

tells (1)

 171:8

ten (17)

 14:9;15:8,9;20:21;

 22:24;49:14,14,18,21,

 25;55:21;80:1,1;99:4,

 5;163:13;191:2

ten- (1)

 101:14

ten-day (1)

 49:20

tens (1)

 190:12

tension (3)

 29:13,16,17

tent (1)

 91:18

tentative (12)

 7:17;8:6,7;11:23;

 17:2;19:10;23:1,6;

 42:22,24,25;47:4

ten-thousand (1)

 25:14

term (9)

 75:18;77:11;80:16;

 83:22;84:2;114:12;

 146:3,6;182:21

terminate (13)

 69:6;72:4;97:11;

 110:2;128:18,22;

 130:8,13;135:2;149:9,

 10;151:20;167:22

terminated (8)

 58:9;73:3,13;79:10;

 121:2;154:4;160:18;

 183:10

terminates (2)

 69:17;179:18

terminating (8)

 72:5,9;73:24;79:9;

Min-U-Script® eScribers, LLC | (973) 406-2250

operations@escribers.net | www.escribers.net

(24) stays - terminating Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 216

of 220
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 7, 2019

 107:18;128:16;129:3;

 159:21

termination (3)

 109:24;161:19;169:8

terminator (1)

 183:12

terms (13)

 9:2;20:2;32:8;34:11;

 37:15;43:18;71:2;

 89:18;103:7;109:5;

 116:7;168:12,12

terrific (1)

 93:18

test (3)

 61:17;86:9;140:21

testify (1)

 118:25

testifying (2)

 75:4;118:25

testimony (2)

 127:22;153:20

Texas (1)

 28:15

texts (1)

 29:9

Thanks (2)

 101:17;114:1

That'd (2)

 85:18,18

theirs (1)

 81:10

Theoretically (1)

 63:8

theory (1)

 189:23

therefore (3)

 90:5;115:14;191:12

thin (1)

 176:14

thinking (4)

 11:2;47:11;83:3;

 159:20

third (2)

 13:15;161:18

thirteen (11)

 91:19;123:22;

 129:11,12,14;133:22;

 140:7,9;141:17,19,20

thirteen-and-a-half (4)

 84:7;85:22,25;142:5

thirty (9)

 73:11;84:18;129:11,

 22;131:14,17;163:21;

 176:16;181:4

thirty-four (1)

 119:6

thorough (1)

 12:3

though (8)

 31:10;34:16;37:1;

 43:11;60:23;76:7;

 81:25;147:9

thought (20)

 5:17,18,23;6:9;8:16;

 18:17;22:16;33:9;

 41:21;51:11;75:5;

 83:18;97:17;116:13;

 139:16;152:3;182:24;

 185:3,23;187:20

thoughts (1)

 35:23

thousand (1)

 7:24

thousands (1)

 190:12

thread (1)

 88:14

threat (1)

 139:23

threatening (1)

 168:13

three (18)

 7:10;11:22;21:20,22,

 23;48:21;50:4;74:15;

 82:14,16;99:18;

 120:13;132:24;136:16;

 149:11;161:14,17;

 182:18

three- (1)

 120:6

threshold (2)

 53:17;186:8

throughout (2)

 27:15;76:16

throw (4)

 89:10;102:4;154:24;

 156:18

throwing (1)

 20:10

Thursday (1)

 54:25

thus (1)

 176:2

ticket (2)

 8:16;47:12

tied (2)

 24:25;46:8

till (1)

 191:3

Tim (1)

 11:19

timekeeper (1)

 12:24

timekeepers (1)

 12:21

Timeline (3)

 41:23;105:3,15

timelines (1)

 113:16

times (10)

 17:19;45:5,17;48:9;

 84:24;103:3;136:16;

 155:19;161:17;169:13

timing (3)

 10:23;54:20;80:3

today (51)

 6:4,5,10;8:13;9:8;

 10:24;22:21;32:4;33:3;

 34:4;35:16,24;42:12;

 54:17;57:25;58:9;

 61:20;66:18;69:17;

 73:24;78:21;82:18;

 86:1;92:19;93:13;

 101:10;102:9;103:8;

 104:13,18;105:10;

 106:1;107:23;108:19,

 22;117:5;121:1;

 137:16;140:6;153:21;

 167:24;171:6,20;

 177:2;178:22;184:7,

 15;186:4;187:24;

 189:5,15

today's (4)

 8:3;175:11,14;

 184:19

together (6)

 73:17,22;139:24;

 160:9;176:11,13

told (6)

 117:20;136:22;

 161:5;186:12;189:9;

 191:3

tomorrow (5)

 25:3;54:24;94:3;

 190:4,14

took (4)

 99:13,14;127:21;

 176:12

top (2)

 91:19;159:6

topics (1)

 35:19

Tort (14)

 79:22;80:14;84:24;

 110:6;129:9,16;

 133:14,16;135:6;

 140:16;151:25;152:7;

 163:20;181:8

torts (2)

 106:6;133:8

toss (1)

 155:24

total (6)

 19:21,23;20:12;

 55:20;57:19;76:20

Totally (1)

 149:3

totals (1)

 20:2

tough (1)

 158:7

toward (1)

 50:20

tower (1)

 90:2

town (1)

 50:11

towns (1)

 166:18

track (3)

 70:19;95:16;96:10

train (1)

 129:19

tranche (1)

 150:9

tranches (1)

 150:7

transaction (1)

 146:23

transcript (3)

 152:13,24;153:12

transfer (1)

 147:1

transparent (2)

 12:18;138:25

transportation (1)

 13:10

travel (5)

 8:1;13:10;27:7,9;

 42:22

traveling (1)

 49:16

treat (1)

 50:15

treated (2)

 56:13,14

treatment (6)

 77:2,4,9;130:25;

 170:24;178:1

treats (1)

 177:15

tremendous (4)

 56:1;71:12;79:2;

 183:8

trial (9)

 22:2;46:22;56:6;

 59:2;119:10;123:18;

 143:15;167:25;172:7

tricky (1)

 81:13

tried (6)

 10:13;87:20;100:16;

 146:22;166:11;170:4

tries (1)

 73:17

triggered (1)

 76:23

trouble (1)

 159:2

Troy (1)

 82:12

true (8)

 20:14;25:23;77:25;

 86:11;127:11;156:15;

 163:6;175:6

truing (1)

 112:21

truly (2)

 83:5;149:1

trust (1)

 177:23

Trustee (20)

 8:18;9:5;10:21;

 11:15,20;12:14;16:19;

 20:11;32:9;33:8,24;

 34:19;37:17;38:7,9,12,

 17;39:22;41:22;51:10

Trustee's (3)

 33:3;40:9;50:25

try (16)

 10:11;28:4;36:7;

 50:24;66:25;69:21;

 97:22;107:14;109:16;

 123:9,23;129:23;

 135:7;145:20;150:5;

 151:7

trying (21)

 16:4;26:10;36:11;

 37:15;43:17;52:13;

 68:5;83:23;87:16;94:8;

 104:1;105:19,21;

 107:10;159:18;160:5;

 161:20;177:5;185:15,

 20;186:2

T's (1)

 155:21

TUB (1)

 66:20

Tubbs (10)

 21:6;22:1;37:7;

 83:20;99:2;119:10;

 123:8;141:11;143:15;

 172:7

TUBS (9)

 56:6;57:9;59:2;60:3,

 24;61:4;62:24;69:9;

 71:12

turf (1)

 188:1

turkey (1)

 95:10

turn (15)

 7:12;11:15,22;18:10,

 19;20:11,15;50:10;

 51:9;55:20;109:20;

 111:15;115:3;120:19;

 169:25

turns (4)

 87:21;125:11;140:9;

 162:6

twelve (2)

 12:24;89:19

twelve-hour (1)

 48:8

twenty (15)

 7:9;37:2,10;44:25;

 47:20,20;84:16;92:6;

 94:3;99:16;116:8;

 118:8;145:16,17,19

twenty-five (2)

 62:20;116:8

twenty-five- (1)

 64:17

twenty-five-and-a-half-billion-dollar (1)

 73:15

Min-U-Script® eScribers, LLC | (973) 406-2250

operations@escribers.net | www.escribers.net

(25) termination - twenty-five-and-a-half-billion-dollar Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 217

of 220
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 7, 2019

twenty-four (2)

 50:21;51:2

twenty-hour (3)

 24:4,16;37:18

twenty-two (1)

 99:17

two (60)

 7:10;23:3;27:23;

 31:6,6;36:17;48:13,14;

 53:15;68:24;81:16;

 84:4;87:23,23;91:17,

 24;96:2,4;97:12;98:19,

 23;99:10,18;102:5,14,

 25;106:1,11,12;107:2,

 13,13;108:1;109:6;

 114:7;115:15;128:22,

 24;130:22;136:16;

 138:10,15,16;139:2;

 149:15;151:12;152:25;

 156:9,14;157:7;

 158:17;160:23;161:8,

 12;174:1,5;179:25;

 189:3,12;191:10

two-hour (4)

 23:4;27:3;43:6,14

two-thirds (2)

 181:19,20

type (4)

 12:4;26:1;40:17;

 137:9

typical (1)

 90:17

typically (1)

 155:20

U

UCC (2)

 22:22;55:19

ultimately (2)

 40:23;107:17

Um-hum (7)

 64:25;73:12;106:5;

 123:20;130:1;132:2;

 179:23

unable (2)

 126:16;164:20

unaccounted (1)

 81:23

unadmitted (1)

 34:8

unauthorized (1)

 34:20

uncertainties (1)

 102:11

uncertainty (2)

 112:2,6

uncomfortable (1)

 66:22

uncomped (1)

 29:16

unconfirmable (4)

 77:3;120:2,4,5

under (54)

 9:13;11:3,10;32:25;

 34:6,9;45:4,17;49:11;

 51:14;58:10;64:11,13;

 65:11,20;67:5,10;

 72:13;74:23,24;75:2,

 22;76:12,19,23;77:8,

 17,20,22,25;78:5;

 80:13,15;81:21;82:1;

 83:6,8,17,18,22,24;

 90:14;93:22;110:4;

 119:22;124:20;125:1;

 127:25;139:6;145:3;

 165:3;168:2,3;186:5

undercompensating (3)

 151:23,24,25

underfunded (1)

 149:15

underneath (1)

 71:9

underpaying (1)

 152:7

underpinnings (1)

 160:25

understood (7)

 10:12;30:16;32:10;

 38:15;44:7;67:21;

 74:14

undisputed (1)

 152:25

unduly (1)

 26:12

unfairly (1)

 113:5

unfortunately (3)

 44:3;51:23;88:11

UNIDENTIFIED (6)

 5:11,17;56:19,23;

 57:1;191:20

unilateral (1)

 31:21

unincluded (2)

 189:11,16

union (5)

 72:10;111:15,23;

 112:25;113:1

unique (1)

 90:19

UNISON (1)

 5:7

United (3)

 9:5;10:21;81:25

unless (15)

 10:20;38:10,22;

 45:11;46:12;49:17;

 60:10;66:13;67:12;

 69:16;85:9;122:18;

 188:19;190:20;191:11

unlike (1)

 63:3

unlikely (1)

 89:25

unmatured (1)

 146:19

unnecessary (1)

 174:3

unprecedented (1)

 135:4

unpredictable (1)

 102:9

unrelated (3)

 47:21;87:2;177:16

unruly (1)

 42:21

Unsecured (4)

 101:19;146:24;

 161:11;164:6

unsuccessfully (1)

 166:12

untenable (1)

 37:10

unusual (1)

 47:24

unwilling (3)

 165:20,22;169:4

unwillingness (1)

 32:20

up (65)

 5:22;12:5;25:8;34:3;

 38:4;41:23;42:6,9;

 46:4;49:18;54:17;57:9;

 58:22,24;59:8;62:9;

 64:20;66:21;69:23;

 79:1;84:25;85:7,21;

 87:18;91:25;92:13,14,

 16;93:5,18,21;94:2;

 95:20;97:19,19;100:3;

 103:2;105:11,13;

 106:12;108:20;112:21;

 114:9;115:21,25;

 116:15;118:19;137:16;

 138:25;145:5;147:15,

 16,17;150:7,24;

 152:21;153:6;161:20;

 163:14,24;166:18;

 168:13;176:8;187:12;

 188:8

update (1)

 52:5

upload (1)

 164:22

upon (13)

 19:13;58:11,16;

 63:22;65:21;91:3;92:2,

 6,17;99:1;111:2;172:2;

 178:20

upping (1)

 95:16

upstairs (4)

 53:12;54:9;88:18;

 187:1

USD (2)

 7:12;9:11

use (4)

 105:25;145:18,21;

 158:3

used (6)

 41:8,12;125:20;

 157:20;158:6;169:24

using (2)

 90:3;164:11

usual (2)

 108:9,10

utility (3)

 53:18;90:4;166:17

V

vacuum (1)

 134:15

vague (2)

 29:15;45:19

validity (3)

 121:3,5;122:24

valuable (1)

 35:4

valuation (5)

 95:21;96:23;98:9;

 106:11;167:25

value (13)

 35:5;59:3;63:15;

 123:1,5;126:8,8,9;

 142:8;146:25;150:17,

 18;173:17

valued (1)

 176:3

values (2)

 168:16;176:13

vaporize (1)

 98:16

vaporizes (2)

 98:20,20

variables (2)

 102:8;138:1

variation (1)

 185:8

varied (1)

 14:22

various (5)

 7:22;24:15;41:25;

 42:3,17

varying (1)

 9:6

vast (1)

 152:23

vehicle (1)

 111:10

ventilated (1)

 108:8

versions (1)

 161:8

vetted (1)

 67:19

viable (2)

 107:23;113:10

victim (6)

 83:16;86:8,9;96:15,

 16;176:4

victims (54)

 61:6;62:13;66:12,17,

 22;69:22;73:9,14;

 81:22;83:9,23;84:6,9;

 87:22;88:1,10;91:10;

 93:19,25;95:3,25;96:6;

 97:13;98:20,21;99:17;

 101:1,4;104:1;109:13;

 131:8;141:7,12;160:4;

 165:4;168:2;170:19,

 23,24,24;171:12;

 172:25;174:13;175:5,

 24;177:15;178:1,16,

 17;181:21;183:11,14;

 189:13,16

victim's (2)

 80:22;88:9

view (17)

 12:4;15:5,16,20;

 34:5;50:7;54:16;56:13,

 15;71:7;76:23;108:7,

 19;112:4;113:20;

 163:1;178:6

viewed (1)

 170:10

viewing (1)

 105:12

views (4)

 35:19;109:6;117:5;

 136:2

violate (2)

 66:11;143:20

violates (5)

 99:15;100:19;112:8;

 113:7;130:24

virtually (2)

 59:5;77:24

voice (1)

 177:12

voluntarily (2)

 32:23;165:23

voluntary (1)

 16:6

vote (10)

 63:1;68:6,9,21;

 92:15;93:19;137:11,

 12;181:9,20

voted (2)

 97:14;124:22

voters (1)

 120:10

votes (3)

 124:2;137:18;151:19

voting (3)

 86:13;123:24;141:21

W

Wait (14)

 7:5,17;11:13;18:10;

 62:19;96:22;97:4;

 122:5,11;150:19;

 171:18;175:2;176:21;

 184:8

Min-U-Script® eScribers, LLC | (973) 406-2250

operations@escribers.net | www.escribers.net

(26) twenty-four - Wait Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 218

of 220
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 7, 2019

waiting (4)

 88:9;151:17;167:4;

 178:7

walk (2)

 103:8;154:23

walked (1)

 153:22

wannabes (1)

 96:4

wants (11)

 18:11;73:2;90:10;

 94:2;120:6;133:3;

 138:10;163:24;188:8,

 9;191:7

warning (2)

 114:20,21

warrant (1)

 117:4

waste (1)

 180:9

wasting (1)

 160:15

watch (2)

 96:2,2

watching (2)

 88:9;157:13

way (46)

 10:5,23;15:12;39:9;

 42:1,8;46:2;47:19;

 58:4;69:22;70:23;71:8;

 72:20,24;74:20;79:7;

 93:8,9;94:9,10,11,14;

 98:15;106:23;109:7;

 122:14;131:7;133:2;

 135:8;147:14,22;

 150:18;151:3;155:15;

 159:7,12;163:1;

 165:25;168:1;169:17;

 178:18;181:13;187:10,

 24;188:7;191:16

ways (3)

 33:16;106:11;154:1

wedded (1)

 15:9

week (10)

 21:19;127:21;

 134:16;148:23;154:12,

 13;156:12;190:18,19;

 191:4

week-and-a-half (1)

 150:24

weekend (1)

 80:10

weeks (7)

 105:7;109:1;121:5;

 128:22;139:2;156:14;

 189:12

Weil (4)

 21:5;33:5;52:7;

 116:6

well-established (2)

 38:16;39:9

well-funded (1)

 90:20

Wells (1)

 50:3

well-settled (1)

 119:22

weren't (3)

 8:23;134:8;169:22

what'll (1)

 88:21

what's (25)

 15:5;39:11,11;45:19;

 52:17;80:15;85:1;

 94:11;95:19;107:25;

 126:17;128:4;129:21;

 136:20,23;154:6;

 156:3;164:3;167:14,

 21;170:17,18;174:18;

 189:14;190:13

whatsoever (1)

 160:21

what-where-when (1)

 29:8

wheel (1)

 70:8

Whereupon (1)

 191:23

wherever (1)

 148:17

who- (1)

 29:7

Whoever's (1)

 70:10

whole (7)

 29:19;76:4;77:14;

 108:18;144:9;157:11;

 189:14

Wholes (3)

 127:16;152:2;153:6

whopping (1)

 81:17

who's (2)

 103:10;137:25

wide (1)

 42:16

wildfire (27)

 22:6;57:7,9,18,19;

 59:23;60:17;63:23;

 81:2;84:25;85:14;

 88:15;89:20;91:10;

 93:18,25;95:3;96:15;

 97:13;98:20;100:25;

 101:4;125:2,3;140:23;

 142:22;153:12

Williams (6)

 152:20,20;153:9,14,

 18;176:9

Williams' (2)

 152:14,18

willing (11)

 9:9;10:18;26:17;

 29:3;45:7,21;85:13;

 91:9;129:12;150:20;

 190:8

willingness (1)

 32:19

winners (1)

 98:21

wins (2)

 95:2;103:25

wiped (7)

 64:18;77:24;78:4,5,

 9,10;113:1

wish (3)

 9:10;43:7;185:13

wishes (1)

 10:11

withdrawn (1)

 62:4

within (13)

 38:23;39:23;40:19;

 77:5;82:1;108:4;

 112:16;131:5;145:8;

 149:25;159:3;170:19,

 20

without (7)

 30:14;35:14;44:14;

 117:10;140:7;166:13;

 169:8

wonder (1)

 40:4

wonderful (1)

 19:11

wondering (2)

 93:23;159:2

word (3)

 134:6;152:18;153:12

wording (1)

 181:18

words (13)

 32:21;44:16;56:14;

 65:10;66:12;91:15;

 117:19;121:14;123:13;

 135:21;158:2;169:14,

 24

work (17)

 34:2;35:13;37:14;

 43:18;48:12;49:4;

 50:20;52:13;54:25;

 67:11,14;71:11;78:15;

 80:18;111:25;135:6;

 150:12

worked (3)

 78:8;94:18;130:3

worker (1)

 22:4

Workers (1)

 111:22

working (2)

 13:10;48:14

works (2)

 105:15;135:11

world (5)

 39:17;61:16;67:13;

 71:8;165:2

worried (1)

 100:16

worries (1)

 116:22

worry (3)

 86:17,17;127:19

worse (1)

 40:6

worth (7)

 14:5;48:11;123:3;

 139:21;150:17;164:25;

 173:18

worthless (1)

 64:19

write (3)

 29:7;108:15;159:16

write-offs (2)

 16:6,9

writes (1)

 15:21

writing (3)

 11:5;41:22;42:1

written (2)

 33:16;128:10

wrong (21)

 83:19,21;87:6;88:6,

 7;90:16,18;95:11,13,

 14;100:7;104:19,20;

 139:16,17;174:14,18;

 181:16,17,24,25

wrongful (2)

 54:7;187:16

wrote (2)

 170:5;188:22

Y

year (6)

 34:8;76:1,4;99:18;

 108:4;129:25

years (3)

 31:5;99:18,18

yep (2)

 103:12;105:2

yet-to-be-filed (4)

 56:7;57:2,10;69:8

yield (3)

 7:12;10:21;55:18

York (1)

 34:9

Z

zero (3)

 34:16;152:16;168:9

Zumbro (85)

 9:20;11:8;20:22;

 21:1,1,10,20,22,24;

 22:1,4,9,12,17,24;

 23:12,16,18;24:1,10,

 14,22;25:9,11;26:5,8,

 15,19,23;27:1,15,21,

 24;28:1,5,8,10,15,21,

 24;29:12,24;30:2,4,16,

 25;31:2,6,19;32:10,13,

 15,18;33:2,14,23;

 34:14,19,23;35:2,6,9,

 25;36:3,10,12,14,15,

 25;37:7;45:2;49:12,24;

 50:16,18,20,24;51:4,7,

 12,15;52:1,19,21,23

1

1 (4)

 31:4,8,16;179:24

1,000 (1)

 187:19

1.1 (1)

 74:25

1.220 (1)

 81:21

1.4 (1)

 75:20

1:48 (1)

 191:23

10 (1)

 185:14

1054 (29)

 84:23;90:16;95:15,

 18;96:10;98:2,3,8;

 99:5;113:11,16;

 114:10,16;125:1;

 126:14,25;140:11,23;

 141:22;142:18,20;

 144:4,13;167:12;

 171:22;181:14,22;

 182:3;183:4

1054's (1)

 90:14

11 (6)

 19:1;28:13;92:4;

 117:24;135:11;186:9

1129 (1)

 140:21

1129c (1)

 113:17

12:08 (1)

 115:23

12:23 (1)

 115:23

1245 (1)

 111:23

127 (2)

 152:18;153:9

13 (1)

 28:25

13.5 (11)

 83:7,7,8;84:10;

 85:13;86:23;137:17;

 141:6;176:7;179:22;

 180:12

13th (2)

 117:3;118:6

14 (1)

 149:12

14.5 (7)

 62:13,25;65:10;95:1;

Min-U-Script® eScribers, LLC | (973) 406-2250

operations@escribers.net | www.escribers.net

(27) waiting - 14.5 Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 219

of 220
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 7, 2019

 121:22;171:11;176:7

15 (1)

 13:6

15,000 (1)

 111:24

150 (1)

 164:10

16 (1)

 13:6

17 (2)

 27:6;43:5

18 (1)

 62:24

18.9 (7)

 57:6,15,16;58:19;

 64:1;81:2,15

18.9-billion-dollar (2)

 63:22;71:10

180-degree (1)

 117:5

1st (1)

 129:25

2

2 (7)

 115:22;116:13;

 161:13;180:5,11;

 184:16;191:3

2014 (2)

 24:2;26:1

2014a (1)

 25:8

2014b (1)

 25:6

2016 (1)

 177:22

2019 (4)

 5:1;118:16;119:15;

 175:9

2020 (1)

 175:8

215- (1)

 25:13

21st (3)

 154:15,19;155:3

22 (1)

 13:12

22nd (2)

 154:6,16

23rd (1)

 118:16

24th (1)

 189:9

25 (1)

 59:3

25.25 (1)

 65:25

25.5 (5)

 61:15;62:16;65:25;

 68:10;181:10

25.5-billion-dollar (1)

 59:13

25.5-billion-dollar-aggregate (1)

 58:25

25-billion-dollar (1)

 59:6

3

3 (2)

 181:3,3

30 (1)

 119:15

30- (1)

 164:20

30,000 (2)

 124:3;164:6

30th (8)

 69:18;79:7;104:2,14;

 105:18,22;108:16;

 119:12

31st (1)

 190:9

330 (7)

 10:2,17;14:19;16:22;

 22:10;24:23;43:20

330a1 (1)

 45:4

331 (1)

 16:22

34.4 (1)

 75:24

35,000 (1)

 164:21

38 (1)

 13:12

39 (1)

 13:12

3rd (1)

 154:7

4

40,000 (2)

 99:17;124:3

408 (1)

 9:13

4th (1)

 154:7

5

5 (1)

 104:24

5.1.2 (2)

 47:18;48:12

6

6 (4)

 24:7;26:24;37:12,25

6.9 (12)

 81:18,19,20;82:2,9,

 17,25;83:7;165:3;

 179:21,25;180:12

670 (1)

 75:16

7

7 (1)

 5:1

7,000 (1)

 94:19

772 (2)

 75:20,22

8

8 (1)

 157:6

8.4 (19)

 66:18;81:10;82:9;

 86:22;91:11,12;93:3;

 94:20;95:11;98:16;

 135:12,14,16;153:23;

 165:1,1,3;171:5,8

8.43 (1)

 92:18

8.5 (1)

 92:3

800,000 (1)

 8:4

9

9 (2)

 104:25;149:11

9019 (3)

 110:4,11,17

911 (1)

 27:19

946 (1)

 74:23

954 (1)

 74:25

9th (1)

 117:23

Min-U-Script® eScribers, LLC | (973) 406-2250

operations@escribers.net | www.escribers.net

(28) 15 - 9th Case: 19-30088 Doc# 4162 Filed: 10/08/19 Entered: 10/08/19 15:30:05 Page 220

of 220